Maximus Resources Limited
Annual Report 2021

Plain-text annual report

Annual Report 2021 ABN 74 111 977 354 Corporate Directory Directors Steve Zaninovich Tim Wither Martin Janes Gerard Anderson Paul Cmrlec Scott Huffadine Company Secretary Rajita Alwis Non-Executive Chair Managing Director Non-Executive Director Non-Executive Director Non-Executive Director Alternate Non-Executive Director to Paul Cmrlec Registered Office Suite 12, 198 Greenhill Road Eastwood SA 5063 T +61 08 7324 3172 F +61 08 8312 5501 E info@maximusresources.com W maximusresources.com Share Registry Computershare Investor Services Level 5, 115 Grenfell Street Adelaide, South Australia 5000 T +61 8 8236 2300 F +61 8 8236 2305 W computershare.com/au Auditor Grant Thornton Grant Thornton House Level 3, 170 From Street Adelaide SA 5000 Solicitors EMK Lawyers Suite 1, 519 Stirling Hwy Cottesloe WA 6011 ASX codes MXR MXROD ABN 74 111 977 354 Financial report for the Year Ended 30 June 2021 Maximus Resources Limited ABN 74 111 977 354 Financial Statements Contents Directors' report Auditor's Independence Declaration Consolidated statements of profit or loss and other comprehensive income Consolidated statements of financial position Consolidated statements of changes in equity Consolidated statements of cash flows Notes to the consolidated financial statements Directors' declaration Independent auditor's report to the members Page 4 20 21 22 23 24 25 45 46 These financial statements are the consolidated financial statements of the consolidated entity consisting of Maximus Resources Limited and its subsidiaries. The financial statements are presented in the Australian currency. Maximus Resources Limited is a company limited by shares, is listed on the Australian Securities Exchange (ASX) under the code "MXR" and is incorporated and domiciled in Australia. The registered office and principal place of business is: Maximus Resources Limited Suite 12, 198 Greenhill Road Eastwood SA 5063 Registered postal address is: Maximus Resources Limited GPO Box 1167 Adelaide SA 5001 A description of the nature of the Company's operations and its principal activities is included in the directors' report on pages 4 to 18 The financial statements were authorised for issue by the directors on 24 September 2021. The directors have the power to amend and reissue the financial statements. All press releases, financial reports and other information are available on our website: www.maximusresources.com. Maximus Resources Limited Directors' Report 30 June 2021 The directors present their annual financial report of the ‘Consolidated Entity’ or ‘Group’ being Maximus Resources Limited (‘Maximus’ or ‘the Company’) and its controlled entities (referred to hereafter as the Group) for the year ended 30 June 2021 (Period). Board of Directors The following persons were directors of the Company during the whole of the financial year and up to the date of this report unless otherwise indicated: Directors Position Appointed/Resign (if during the financial year) Steven Evan Zaninovich Chair- from March 2021 Appointed 14 July 2020 Timothy James Wither Managing Director Appointed 10 August 2020 Gerard Anderson Martin Simon Janes Kevin John Malaxos Non-executive Director Non-executive Director Non-executive Director Resigned 30 November 2020 Officers of the Company Rajita Alwis was Company Secretary of the Company for the financial year. Principal activities During the year the principal activities of the Group consisted of mineral exploration and development activities. Financial Result and Financial Position The result of operations of the Group for the financial year was a loss of $1,405,894 (2020: $1,252,394 profit). The loss from continuing operations was $1,022,535 (2020: $771,323) and the loss from discontinued operations was $383,359 (2020: $2,023,717 profit). The net assets of the Group have increased by $3,251,411 during the financial year from $3,776,686 at 30 June 2020 to $7,028,097 at 30 June 2021. This increase is due to the Group completing equity raisings during the year and investing those funds on its Spargoville tenement package. Dividends There were no dividends declared or paid during the year (2020: Nil). Review of Operations Maximus Resources Limited is an ASX-listed exploration and mining company focused on the discovery and development of economic deposits in Western Australia. The Group has several gold and nickel projects across the Spargoville tenements located 25km from Kambalda, WA, Australia’s premier gold and nickel mining district. Highlights from the group’s activity during the year. Wattle Dam Gold Project During the period the Company completed several drill programmes across the Wattle Dam Area, which included the Wattle Dam Stockwork, Wattle Dam South, Redback deposit and at the new discovery S5 prospect. The high-grade Wattle Dam was mined by Ramelius Resources (ASX:RMS) from 2006 to 2012, producing 262,000oz from ore grading 10.9 g/t Au via a shallow open pit and underground mining operation. The majority of the produced gold was from shallow underground operations, targeting a high-grade ore shoot (Figure 1) which produced 430,000 tonnes at 14.9 g/t (213,650oz) that was mined down to 365m below surface. Page 4 Maximus Resources Limited Directors' Report 30 June 2021 Figure 1 - Wattle Dam Area showing S5 prospect, Golden Orb and Redback. S5 Prospect – 300m south of Wattle Dam Gold Mine Discovered in August 2020, the S5 Prospect consists of mineralised stockwork similar to that observed at the historic Wattle Dam Gold mine. The stockwork is characterised by mineralised carbonate-tremolite-quartz veining within a competent rock mass on the western shear zone of Wattle Dam. Drill programme results included: • Maiden reconnaissance Air-Core (AC) drill programme returned several high-grade gold intersections which included1: o 3.0m @ 83.3g/t Au from 25m, incl. 1m @ 245g/t Au (S05AC001) o 22m @ 0.6 g/t Au from 12m (S05AC002) • Follow-up 1,158m Reverse Circulation (RC) drilling programme at the S5 Prospect intersected2: o 32m @ 3.2 g/t Au from 105m, incl. 6m @ 3.1 g/t Au from 105m incl. 2m @ 6.8 g/t Au,13m @ 5.9 g/t Au from 118m incl. 2m @ 6.5 g/t Au, 5m @ 10.9 g/t Au and 2m @ 3.8 g/t Au (S05RC007). • A 901m diamond drill programme recorded wide zones of gold mineralisation carry high-grade intervals including3: o 10.0m @ 1.0 g/t Au from 76m incl. 1.0m @ 7.3 g/t Au and 7.5m @ 1.1 g/t Au from 94.5m incl. 1.0m @ 5.7 g/t Au (S05DD003) o 9.0m @ 1.2 g/t Au from 162m incl. 1.0m @ 5.7 g/t Au (S05RCD001) o 21.2m @ 0.8 g/t Au from 129m incl. 1.0m @ 10.5 g/t Au (S05RCD004 Redback Deposit - 600m south of Wattle Dam Gold Mine Redback geology is similar to that observed at the high-grade Wattle Dam Gold Mine with a high component of visible gold hosted within deformed ultramafic lithologies (komatiite). The high-grade gold mineralisation often occurs proximal to the contacts between both felsic intrusives with the ultramafic lithologies, and adjacent to interflow metasediments. 1 Maximus ASX announcement dated – 9 September 2020 2 Maximus ASX announcement dated – 13 January 2021 3 Maximus ASX announcement dated – 11 May 2021 Page 5 Gold mineralisation at Redback has been modelled as three subparallel and near-vertical domains consisting of well- developed eastern and western structures which are connected by linking shears/mineralised domains. Redback remains open at depth and along strike. Maximus Resources Limited Directors' Report 30 June 2021 • At the Redback Deposit, the Company completed the first phase of Mineral Resource update diamond drilling for 1,900m. 4 of 7 of the completed holes had multiple occurrences of visible gold. Drill intersections included4: o 16.3m @ 9.3 g/t Au from 229m incl. 5.5m @ 6.7 g/t Au and,5.8m @ 17.9 g/t Au from 240m, incl 1m @ 48.4 g/t Au (RBDD003). 10.0m @ 4.6 g/t Au from 170m incl. 2.0m @ 10.2 g/t Au, 1.0m @ 18.0 g/t Au and 8.0m @ 3.9 g/t Au from 193.0m incl. 3.0m @ 7.9 g/t (RBDD005) o o 7.3m @ 2.7 g/t Au from 241m incl. 4.0m @ 3.7 g/t Au (RBDD007) o 7.0m @ 2.1 g/t Au from 258m incl. 2.0m @ 5.1 g/t Au (RBDD004) o 13.0m @ 1.9 g/t Au from 232m incl. 2.0m @ 6.9g/t Au(RBDD002) Wattle Dam Stockwork Work completed over the period included a consolidation of a significant amount of data from legacy drilling to enhance the geological knowledge of Wattle Dam area. The review highlighted a broad zone of remnant unmined carbonate-quartz stockwork (Wattle Dam stockwork) adjacent to the previously mined high-grade shoot at Wattle Dam. The Company commenced a Mineral Resource Estimate (MRE) as there are currently no reported resources for any remnant unmined mineral mineralisation at the Wattle Dam Gold Mine. Nickel Prospectivity During the period Maximus identified several high priority targets for Kambalda-style komatiite hosted nickel sulfide mineralisation across tenement holdings Maximus’ Spargoville tenement package is highly prospective for Kambalda-style komatiite hosted nickel sulfide mineralisation. A belt of nickel deposits and mines extends from Mincor Resources’ Cassini Nickel Mine, south of the Widgiemooltha Dome (Figure 6), through to the northern extent of the Maximus tenement package. Maximus’ tenements are underexplored due to previous fragmented ownership, presenting the Company with an excellent opportunity to explore for nickel sulfides in a highly fertile world class nickel district in parallel with gold exploration. Four high-priority Kambalda style komatiite-hosted nickel sulfide exploration targets have been identified through on-going geological reviews5 Hilditch Highway Central Drilling at Hilditch West intersected significant Nickel-Copper-Cobalt mineralisation up to 1.5% Ni over a ~750m strike. Follow up geophysics identified a strong conductor, 150m below surface with a coincidental magnetic high. Drill testing in October.6 Magnetic anomaly with nickel drill intersections >5% Ni. Directly north of the historical 1A nickel mine. 5km highly prospective stratigraphy between two historical nickel mines. Very limited drilling. Andrews Shaft West Prospective ultramafic corridor with shallow nickel anomalies. Ground EM survey underway. 4 Maximus ASX announcement dated – 12 May 2021 5 Maximus ASX announcement dated – 21 April 2021 6 Maximus ASX announcement dated – 22 July 2021 and 29 July 2021 Page 6 Maximus Resources Limited Directors' Report 30 June 2021 Figure 1. Longitudinal projection of the nickel deposits and mines in the Widgiemooltha – Hilditch belt, looking west. Orange polygons at right of image indicate where Maximus Resources holds key tenements over the prospective trend. Wattle Dam East – Nickel A Fixed Loop Electromagnetic Survey (FLEM) was completed at Wattle Dam East nickel target which identified a strong EM conductor7. A ~600m diamond drill hole was drilled to test the EM conductor. The drill hole intersected a large (~170m) domain of disseminated sulfides with multiple zones of semi-massive sulfides (pyrrhotite) which were proximal to the modelled EM conductor plate location8. No anomalous nickel or gold was detected, despite the significant sulfide content within the discrete domains. The completed drill hole, terminated in low-MgO mafic rock, indicating that the basal ultramafic stratigraphic position prospective for nickel sulfide mineralisation had not been intersected. Kimberley Tenements – under application During the period the Group lodged several applications for tenements in the East Kimberley’s targeting gold and base metals. Currently these tenements are under application and further information will be provided once tenements have been approved. CORPORATE HIGHLIGHTS • Mr Steven Zaninovich was appointed as a non-executive director on 13 July 2020, and appointed Chair on 16 March 2021. • Mr Timothy Wither was appointed Managing Director on 10 August 2020 • During the period the Company was awarded a $120,000 Exploration Incentive Scheme (‘EIS’) grant by the WA state Government - Round 23, to co-fund 2 diamond drill holes to test the down-dip plunge of (Potential to double) known mineralisation at Redback Gold Deposit. The Exploration Incentive Scheme is a highly competitive process and Maximus acknowledges this significant support from Geological Survey and Resource Strategy Division of the Department of Mines, Industry Regulation and Safety (‘DMIRS’) During the 2021 financial year, the following securities were issued: o 17,407,690 listed options with an exercise price of $0.11 and expiration date of 7 January 2022 were issued to investors on 23 October 2020 following approval by shareholders at a General Meeting of the 7 Maximus ASX announcement dated – 27 January 2021 8 Maximus ASX announcement dated – 16 March 2021 Page 7 Maximus Resources Limited Directors' Report 30 June 2021 Company. The options were issued to the sophisticated and professional investors who participated in the placement in February 2020 and shareholders who participated in the Entitlement Issue and Shortfall in May 2020. The options were issue for nil consideration. o 6,000,000 listed options with an exercise price of $0.11 and expiration date of 7 January 2022 were issued to GTT Ventures on 23 October 2020 following approval by shareholders at a General Meeting of the Company. The 6,000,000 options were Lead Manager Options and were issued for nil consideration. o 31,578,951 ordinary shares were issued to sophisticated and professional investors on 19 October 2020. The shares were offered at an issue price of $0.095 per share raising $3,000,000. o o 1,894,737 ordinary shares were issued to the directors on 23 December 2020 following shareholder approval at the Annual General Meeting of the Company. The shares were offered at an issue price of $0.095 per share raising $180,000. 1,270,477 ordinary shares were issued to unlisted option holders (MXRAL) during the year. Some of he options were exercised at $0.11 per option raising $139,752. The ordinary shares that were issued on the exercise of these options were issued on 16 September 2020 (530,375), 24 September 2020 (470,102) 22 October 2020 (50,000) and 29 October 2020 (220,000). o 41,257 ordinary shares were issued to listed options holders (MXROD) during the year. Some of the options were exercised at $0.11 per option raising $4,539. The ordinary shares that were issued on the exercise of these options were issued on 19 November 2020 (12,579), 18 December 2020 (17,283) and 19 February 2021 (11,395); o 18,273,512 ordinary shares were issued to sophisticated and professional investors on 21 April 2021. The shares were offered at an issue price of $0.08 per share raising $1,461,881. In response to the COVID-19 global health emergency the Western Australian government released operating guidelines for exploration companies, which the Group and contractors followed, resulting in minimal disruption to operations. Maximus’ continues to monitor government advice and take all reasonable precautions for employees, community members, contractors and suppliers. 3. Significant changes in the state of affairs During the year, the Group appointed Mr Tim Wither as Managing Director with the Board’s decision to focus the Company’s future on exploration development on the Spargoville tenements. Other than noted above, there have been no significant changes in the above state of affairs from the 2020 financial year to 2021. 4. Events arising since the end of the reporting period The Group completed discussions with its insurers regarding a claim relating to plant & equipment failure at the Burbanks Mill, previously owned in Eastern Goldfields Milling Services Pty Ltd. The Group received $390,000 in respect of its claim net of excess and costs in early August 2021. Eastern Goldfields Milling Services Pty Ltd (EGMS) finalised the ongoing dispute with Empire Resources Limited (Empire) during September 2021. This Arbitration process commenced during the 2019 year to determine a final amount payable for a recovered gold reconciliation relating to the Burbanks Mill operations. The Arbitration hearing finished in March 2021, with the Arbitrator providing a partial award in May 2021. Based on the Arbitration outcome, a settlement payment to EGMS was made relating to the recovery of arbitration costs, ending the dispute with Empire. Subsequent to balance date, the Company signed a mandate with Petra Capital Pty Ltd to complete a placement to raise $12 million. The raise would be completed via 2 tranches with the second tranche subject to shareholder approval at a General Meeting of the Company to be held on 8 October 2021. The Company completed the Page 8 Maximus Resources Limited Directors' Report 30 June 2021 tranche 1 allocation on 25 August 2021 by issuing 12,182,343 ordinary shares at an issue price of $0.068 per share raising $828,399 before costs. The tranche 2 allocation of 164,288,246 ordinary shares at $0.068 per share is subject to shareholder approval at the General Meeting of the Company to be held on 8 October 2021. The placement includes the introduction of Pantoro Limited (ASX:PNR) as a cornerstone investor. Following the tranche 2 allocation Pantoro Limited will own 19.9% of the share capital of the Company. The General meeting on 8 October 2021 also seeks approval to issue the following securities: • 12,000,000 options with an exercise price of $0.085 expiring on 31 October 2024 to Petra Capital Pty Ltd for broking services. • 6,091,207 options to shareholders who participated in the placement on 21 April 2021 and 4,000,000 options to GTT Ventures for broking services both with an exercise price of $0.11 expiring on 6 January 2023. • 625,000 shares at an issue price of $0.08 per share to raise $50,000 to the directors who subscribed to shares in April 2021. • A placement of securities to existing listed optionholders (MXROD) at an issue price of $0.003 per Option to subscribe to one new options with an exercise price of $0.11 expiring on 6 January 2023. There has been no other transaction or event of a material or unusual nature that has arisen in the interval between the end of the financial year and the date of this report that is likely, in the opinion of the directors, to affect significantly the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. 5. Future business developments, prospects and business strategies The Group is poised to progress from a pure explorer to a producer in the near future, subject to continued exploration success being achieved. The Spargoville tenements have presented several advanced gold exploration targets. The Group plans to pursue the gold and nickel potential of the Spargoville tenements. In addition to exploration on the Spargoville tenements, the Group intends to continue to review potential gold and base metal projects to build from the asset base at Spargoville 6. Environmental regulation The Group’s operations are subject to significant environmental regulation under both Commonwealth and State legislation in relation to discharge of hazardous waste and materials arising from any exploration or mining activities and development conducted by the Group on any of its tenements. The Group believes it is not in breach of any environmental obligation. Information on Directors and Company Secretary Steven Zaninovich B.Eng - Independent Non-executive Director, Chair Appointed - Appointed 14 July 2020 Special responsibilities Chair of the Board Member of the Audit, Risk and Corporate Governance Committee Experience & expertise Mr Zaninovich is a qualified engineer with over 25 years’ experience in the mining industry. His career has encompassed all stages of the project development life cycle, from exploration and feasibility to constructions and operations. Mr Zaninovich has worked extensively in West Africa and Australia in a variety of project has spent more than 25 years in a variety of project development, maintenance and operation roles. He served as COO with Gryphon Minerals (“Gryphon”) before assuming the role of Vice President of Major Projects, and becoming part of the Executive Management Team, at Teranga Gold Corporation following its acquisition of Gryphon, where he was responsible for the bankable feasibility study for the Wahgnion Gold Project. Page 9 Maximus Resources Limited Directors' Report 30 June 2021 Current Listed Directorships Canyon Resources Limited - Appointed January 2019 Mako Gold Limited - Appointed October 2020 Sarama Resources Limited - Appointed June 2020 Past Listed Directorships (last 3 years): Indiana Resources Limited - Appointed February 2019 to February 2021 Timothy Wither - MBA, BSc, GDip, GradDipNatRs, GAICD, MAusIMM - Managing Director Appointed - Appointed 10 August 2020 Special responsibilities Managing Director Experience & expertise Mr Wither has over 18 years in the resource industry both domestically and internationally, with key involvement in development of several greenfield base metal projects in Australia, India, Africa and South America. Mr Wither has held senior executive and strategic leadership roles. Mr Wither is a graduate of the Australian Institute of Company Directors, holds a Master of Business Administration from Curtin’s Graduate School of Business (CGSB), Graduate Diploma in Mining (WASM) and Bachelor of Sciences in Mine Engineering, Surveying (WASM) and currently a candidate for Masters of Commercial and Resources Law at the University of Western Australia. Mr Wither is a member of the Australian Institute of Company Directors and the Australian Institute of Mining and Metallurgy. Current Listed Directorships Nil Past Listed Directorships (last 3 years) Symbol Mining Limited (Appointed 1 March 2019 to 5 February 2021) Gerard Anderson Assoc. Applied Geology, Grad Dip Bus, MSc - Independent Non executive Director Appointed - Appointed 1 November 2018 Special responsibilities Member of the Audit, Risk and Corporate Governance Committee Experience & expertise Mr Anderson is a geologist with 43 years’ experience in exploration, mine and resource geology principally in iron ore, gold and base metals. Gerard’s senior management positions have included as Exploration Superintendent Boddington Gold Mine, Chief Geologist Bronzewing Gold Mine, Chief Geologist Kalgoorlie Consolidated Gold Mines, General Manager Golden Grove Operations, General Manager Newmont Joint Ventures and as Managing Director of Croesus Mining Limited, Centrex Metals Limited, Archer Exploration Limited and Woomera Mining Limited. In addition to his geology qualifications Mr Anderson has completed a post graduate degree in Business and a Masters in Mineral Economics. Current Listed Directorships Nil Page 10 Maximus Resources Limited Directors' Report 30 June 2021 Past Listed Directorships (last 3 years) Woomera Mining Limited (Appointed March 2018 to October 2020) Martin Janes BEc GAICD - Independent Non executive Director Appointed - Appointed 1 August 2019 Special responsibilities Chair of the Audit, Risk and Corporate Governance Committee Experience & expertise Mr Janes is a mining executive with over 30 years’ experience. Mr Janes is Executive Officer of Terramin Australia Limited (ASX: TZN) a position he commenced in June 2013 having been that company’s CFO from August 2006 to December 2010. Mr Janes was previously employed by ASX listed uranium company Toro Energy Limited (ASX: TOE) (May 2011 to October 2012) where he held the position of General Manager – Marketing & Project Finance. Mr Janes has a strong finance background and specialty covering equity, debt & related project financing tools and commodity off-take negotiation. While employed by Newmont Australia (previously Normandy Mining) his major responsibilities included corporate & project finance, treasury management, asset sales and product offtake management. Mr Janes has a Bachelor of Economics and is member of the Australian Institute of Company Directors. Current Listed Directorships Nil Past Listed Directorships (last 3 years) Havilah Resources Limited (Appointed January 2019 to October 2019) Twenty Seven Co Limited (Appointed October 2014 to April 2019) Kevin Malaxos BSc Mining Engineering - Non executive Director Appointed - Appointed 13 December 2010 to 30 November 2020. Special responsibilities Member of the Audit, Risk and Corporate Governance Committee (1 December 2019 to 30 November 2020) Managing Director (13 December 2020 to 30 November 2019) Experience & expertise Mr Malaxos has 30 years’ experience in the resources sector in senior management and executive roles across a suite of commodities including gold, nickel, iron ore, silver, lead, zinc and chromium. He has managed surface and underground mining operations and brings a wealth of experience in project evaluation and development, project approval and Government liaison. Mr Malaxos' previous roles include CEO for Mt Gibson Mining (MGX) and COO of listed iron ore developer Centrex Metals Limited (CXM), where he was responsible for project development, project approvals and community and government consultation. Current Listed Directorships Alliance Resources Limited (Appointed 1 December 2019) Past Listed Directorships (last 3 years): Nil Page 11 Maximus Resources Limited Directors' Report 30 June 2021 Company Secretary Rajita Alwis LLB B.Com, CA FGIA Appointed 17 December 2019 Experience and expertise Ms Alwis has over 20 years’ experience in the accounting profession. Ms Alwis has provided company secretarial and CFO services to a number of ASX listed companies. She is highly experienced in in governance, financial reporting corporate advisory and corporate compliance. Ms Alwis has been a member of Chartered Accountants Australia and New Zealand for over 15 years and regularly conducts workshops for the CA Program which covers risk, business strategy, business finance, analysis, corporate governance, corporate social responsibility and ethics. Ms Alwis has a Bachelor of Laws and Bachelor of Commerce. Meetings of directors The numbers of meetings of the Company's board of directors and of each board committee held during the year ended 30 June 2021, and the number of meetings attended by each director were: Director name Director Meetings Attended Held While Director Audit, Risk & Corporate Governance Committee Meetings Attended Held While Director Steven Zaninovich (Appointed 13 July 2020) Timothy Wither (Appointed 10 August 2020) Gerard Anderson Martin Janes Kevin Malaxos (Resigned 30 November 2020) 13 12 13 13 6 13 12 13 13 5 4 4 4 4 2 4 4 4 4 2 Indemnification and insurance of officers The Company has entered into deeds of indemnity with each director whereby, to the extent permitted by the Corporations Act 2001, the Company agreed to indemnify each director against all loss and liability incurred as an officer of the Company, including all liability in defending any relevant proceedings. The Company is required to indemnify the directors and other officers of the Company against any liabilities incurred by the directors and officers that may arise from their position as directors and officers of the Company. No costs were incurred during the year pursuant to this indemnity. Insurance premiums Since the end of the previous year, the Group has paid insurance premiums to insure the directors and officers in respect of directors' and officers' liability and legal expenses insurance contracts. Proceedings on Behalf of Group No person has applied to the Court under section 237 of the Corporations Act 2001 to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under section 237 of the Corporations Act 2001. Page 12 Maximus Resources Limited Directors' Report 30 June 2021 Non audit services The Board of Directors, in accordance with advice from the Audit, Risk and Corporate Governance Committee, is satisfied that the provision of non audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons: • • all non audit services are reviewed and approved by the Audit, Risk and Corporate Governance Committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board. Fees for non audit services paid or payable to the external auditors or its related practices during the year ended 30 June 2021 was $5,800 (2020: $5,400). Share options As at 30 June 2021 there were 39,366,433 (2020: 1,270,000) unissued ordinary shares under options. During the year 1,311,734 shares were issued as a result of exercise of options (2020: nil). Page 13 Maximus Resources Limited Directors' Report 30 June 2021 Remuneration report – Audited The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001. The Remuneration report is set out under the following main headings: A B D E F G H I- Key management personnel Remuneration Policy Details of remuneration Employment Contracts Service agreements Share based compensation Shareholding of key management personnel Transactions with Key Management personnel A. Key management personnel (KMP) Key management personnel are those persons having authority and responsibility for planning, direction and controlling the activities of the entity, directly or indirectly, including all directors. Non-Executive Directors Steven Zaninovich Position Independent Non-Executive Director, Chair Period position was held during the year Appointed 13 July 2020 Gerard Anderson Independent Non-Executive Director Full Year Martin Janes Independent Non-Executive Director Full Year Kevin Malaxos Non-Executive Director Resigned 30 November 2020 Executive Directors Position Timothy Wither Managing Director Appointed 10 August 2020 Executives Position Rajita Alwis Company Secretary Full Year Travis Murphy Chief Geologist Appointed 1 October 2020 B. Remuneration Policy The Group's policy for determining the nature and amounts of emoluments of board members and other key management personnel of the Group is as follows: The Company's Constitution specifies that the total amount of remuneration of non-executive directors shall be fixed from time to time by a general meeting. The current maximum aggregate remuneration of non-executive directors has been set at $300,000 per annum. Directors may apportion any amount up to this maximum amount Page 14 Maximus Resources Limited Directors' Report 30 June 2021 amongst the non-executive directors as they determine. Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in performing their duties as directors. The remuneration of the Managing Director is determined by the non-executive directors on the Board as part of the terms and conditions of his employment which are subject to review from time to time. The remuneration of other executive officers and employees is determined by the Managing Director subject to the approval of the Board. 2021 Short-term employee benefits Post employment benefits Long-term employee benefits Share-Based payments Name Fees Salary Superannuation Annual leave accrued Long service leave accrued Options Rights Total $ Steven Zaninovich 48,387 $ - $ - $ - Timothy Wither - 222,446 15,923 21,132 Gerard Anderson* 50,000 Martin Janes** 50,000 Kevin Malaxos 25,897 Rajita Alwis 71,387 - - - - - - - - - - - - Travis Murphy - 146,250 10,688 13,894 245,671 368,696 26,611 35,026 Total key management personnel compensation $ $ - - - - - - - - - - - - - - - - $ - $ 48,387 150,956 410,457 - - - - 50,000 50,000 25,897 71,387 34,645 205,477 185,601 861,605 Mr Zaninovich was appointed as a director on 13 July 2020. Unpaid director fees at 30 June 2021 was $8,333.33 Mr Wither was appointed Managing Director on 10 August 2020 Ms Alwis is engaged under a service contract with Alwis & Alwis Pty Ltd. During the year, fees paid or payable for service provided by Ms Alwis was $71,387. Mr Murphy commenced employment on 1 October 2020. *As at 30 June 2021, non-executive director fees of $8,696.33 were unpaid. **As at 30 June 2021, non-executive director fees of $8333.33 were unpaid. Non-executive director remuneration is by way of fees and/or statutory superannuation contributions. Non- executive directors do not participate in schemes designed for remuneration of executives nor do they receive options or bonus payments and are not provided with retirement benefits other than salary sacrifice and statutory superannuation. The Group's remuneration structure is based on a number of factors including the particular experience and performance of the individual in meeting key objectives of the Group. The Board is responsible for assessing relevant employment market conditions and achieving the overall, long-term objective of maximising shareholder benefits, through the retention of high quality personnel. The Group does not presently emphasise payment for results through the provision of cash bonus schemes or other incentive payments based on key performance indicators of the Group given the nature of the Group's business as a junior listed mineral exploration entity and the current status of its activities. However, the Board may approve the payment of cash bonuses from time to time in order to reward individual executive performance in achieving key objectives as considered appropriate by the Board. The Group also has an Employee Incentive Option and Performance Rights Plan approved by shareholders that enables the Board to offer eligible employees rights to acquire ordinary fully paid shares in the Company. Under the Page 15 Maximus Resources Limited Directors' Report 30 June 2021 terms of the Plan, rights to acquire ordinary fully paid shares at no cost may be offered to the Group's eligible employees as determined by the Board in accordance with the terms and conditions of the Plan. The objective of the Plan is to align the interests of employees and shareholders by providing employees of the Group with the opportunity to participate in the equity of the Company as a long-term incentive to achieve greater success and profitability for the Group and to maximise the long-term performance of the Group. The employment conditions of the Managing Director were formalised in a contract of employment. The base salary as set out in the employment contract is reviewed annually. The Managing Director’s contract may be terminated at any time by mutual agreement and in instances of serious misconduct the Company may terminate his agreement without notice. No remuneration consultants were engaged for the year ending 30 June 2021. 2020 Short-term employee benefits Post employment benefits Long-term employee benefits Share-Based payments Name Fees Salary Superannuation Annual leave accrued Long service leave accrued Options Rights Total Gerard Anderson 50,000 $ $ - $ - $ - Kevin Malaxos 29,167 102,782 930 9,941 Martin Janes Leigh McClusky Rajita Alwis Justin Nelson 45,833 4,542 43,320 13,790 - - - - - - - - - - - - Total key management personnel compensation 186,652 102,782 930 9,941 $ $ $ $ - - - - - - - - - - - - - - - - - - 50,000 142,820 45,833 4,542 43,320 13,790 300,305 Mr Malaxos stood down as Managing Director on 30 November 2019. Remuneration relating to Mr Malaxos as a Managing Director was $113,653. From 1 December 2019, Mr Malaxos was a non-executive Director of the Company and was entitled to non-executive director fees of $29,167. Ms Alwis is engaged under a service contract with Alwis & Alwis Pty Ltd. During the year, fees paid or payable for service provided by Ms Alwis was $43,320. Mr Nelson was engaged under a service contract with DMAW Lawyers Pty Ltd. During the year, fees paid or payable for services provided by Mr Nelson was $15,000. E. Employment Contracts The Board negotiated an employment contract with Mr Wither with no fixed term at a salary of $250,000 per annum plus superannuation guarantee contributions. The termination notice period is 3 months for both the Company and employee and the contract makes allowance for a 6-month base salary with a change of control benefit. Mr Murphy is engaged under an employment contract with no fixed term at a salary of $195,000 per annum plus superannuation guarantee contributions. The termination notice period is 12 weeks for the Company or 4 weeks from the employee. Page 16 Maximus Resources Limited Directors' Report 30 June 2021 F Service Agreements All non-executive directors were engaged as directors with formal agreements per the ASX Corporate Governance Principles and Recommendations Fourth Edition. Ms Alwis is engaged under a service contract with Alwis & Alwis Pty Ltd. The notice period is one month as outlined in the service contract. G Share based compensation Incentive & Performance rights The Company has an Employee Incentive Option and Performance Rights Plan approved by shareholders that enables the Board to offer eligible employees rights to acquire ordinary fully paid shares in the Company. Under the terms of the Plan, rights to acquire ordinary fully paid shares at no cost may be offered to the Company's eligible employees as determined by the Board in accordance with the terms and conditions of the Plan. Incentive Rights granted as remuneration Timothy Wither 2,500,000 Travis Murphy 1,170,000 Options granted as remuneration No options were granted during the year. Shares issued on exercise of remuneration options No shares were issued to directors as a result of the exercise of remuneration options during the financial year. Fair value of Incentive Rights The Group has applied the Monte Carlo approach to determine the fair value of the incentive rights as they contain vesting conditions which must be bet in order for the right to be exercised. This is considered most appropriate as it captures the influence of the performance indicators required for the incentive rights to vest. The fair value of such incentive rights is amortised and disclosed as part of remuneration on a straight-line basis over the vesting period. H Directors interests in shares and options The number of shares in the Company held during the financial year by each director and key management personnel of Maximus Resources Limited, including their personally related parties, are set out below. 1. Ordinary shares 2021 Name Steven Zaninovich* Timothy Wither** Gerard Anderson Martin Janes Kevin Malaxos*** *Appointed 13 July 2020 **Appointed 10 August 2020 ***Resigned 30 November 2020 Balance as the start of the year - - 28,840 400,000 217,392 Received as compensation Acquired / disposed Ceased Balance at the end of the year - - - - - 210,526 210,526 526,316 526,316 - - - - 210,526 210,526 555,156 926,316 - (217,392) - Page 17 2020 Name Gerard Anderson Martin Janes* Kevin Malaxos Leigh McClusky** *Appointed 1 August 2019 **Resigned 1 August 2019 2. Options 2021 Name Maximus Resources Limited Directors' Report 30 June 2021 Balance as the start of the year 14,420 - 400,001 69,038 Received as compensation Acquired / disposed Ceased Balance at the end of the year - - - - 14,420 400,000 (182,609) - - 28,840 400,000 217,392 - (69,038) - Balance as the start of the year Received as compensation Acquired / disposed Ceased Balance at the end of the year Gerard Anderson - - 4,807 - 4,807 The options are quoted on the ASX and carry no dividend or voting rights. The options were acquired as Mr Anderson participated in an Entitlement Issue in April 2020 which included a 1 for 3 free attaching option. Shareholders approved the issue of the free-attaching option at the general meeting of the Company held on 14 October 2020. I Transactions with key management personnel During the year ending 30 June 2021 there were no transactions with related parties. END OF AUDITED REMUNERATION REPORT Page 18 Maximus Resources Limited Directors' Report 30 June 2021 Auditors independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 20. This report is signed and dated in Adelaide on this 24th day of September 2021 and made in accordance with a resolution of the directors. Tim Wither Managing Director Page 19 Level 3, 170 Frome Street Adelaide SA 5000 Correspondence to: GPO Box 1270 Adelaide SA 5001 T +61 8 8372 6666 Auditor’s Independence Declaration To the Directors of Maximus Resources Limited In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Maximus Resources Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been, other than the paragraph discussed below: a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b no contraventions of any applicable code of professional conduct in relation to the audit. I also declare that during the current year end, Grant Thornton’s quality control systems identified a contravention of the auditor’s rotation requirements, which has been rectified. The previous review auditor for Maximus Resources Limited had participated in the review for the half year ended 31 December 2020 and was not eligible to do so. Accordingly I consider this matter has not compromised my or Grant Thornton’s objectivity with respect to the review of the financial statements of Maximus Resources Limited for the year ended 30 June 2021. GRANT THORNTON AUDIT PTY LTD Chartered Accountants I S Kemp Partner – Audit & Assurance Adelaide, 24 September 2021 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 www.grantthornton.com.au ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. Maximus Resources Limited Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2021 Consolidated 30 June 2021 $ 30 June 2020 $ Notes Other income Other income Expenses Compliance expenses Consulting expenses Depreciation expense Doubtful debts expense Employee expenses Legal expenses Marketing expenses Finance expense Share based payments Exploration expenditure written off Other expenses (Loss) before income tax Income tax expense Loss for the year from continuing operations Profit/(Loss) for the year from discontinued operations Profit/(Loss) for the year Other comprehensive income for the year (net of tax) Total comprehensive loss for the year Earnings per share Basic and diluted earnings/(loss) per share - - Total basic earnings per share From continuing operations From discontinued operations 3 4 4 7 4 12 4 4 5 10 21 77,754 63,650 (202,343) (140,037) (2,767) - (378,697) (31,724) (96,688) (120) (185,601) (10,765) (51,547) (149,621) (104,515) (439) (322,099) (143,021) (36,257) (4,107) (14,386) - (40,629) (19,899) (1,022,535) - (771,323) - (1,022,535) (771,323) (383,359) 2,023,717 (1,405,894) 1,252,394 - - (1,405,894) 1,252,394 Cents Cents (0.893) (0.335) (1.228) (1.84) 4.83 2.99 This statement should be read in conjunction with the notes to the financial statements. Page 21 Maximus Resources Limited Consolidated statement of financial position For the year ended 30 June 2021 Notes Consolidated 30 June 2021 $ 30 June 2020 $ ASSETS Current assets Cash and cash equivalents Trade and other receivables Other current assets Total current assets Non-current assets Plant and equipment Exploration and evaluation Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Liabilities included in disposal group classified as held for sale Provisions Total current liabilities Non-current liabilities Provisions Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity Reserves Accumulated losses Total equity 6 7 8 9 10 11 12 13 1,327,795 49,065 78,343 801,108 - 12,326 1,455,203 813,434 68,099 6,113,693 - 3,224,379 6,181,792 3,224,379 7,636,995 4,037,813 496,965 254,973 69,145 42,788 - 5,109 608,898 260,082 - - 1,045 1,045 608,898 261,127 7,028,097 3,776,686 45,369,857 1,739,342 (40,081,102) 7,028,097 42,451,894 - (38,675,208) 3,776,686 This statement should be read in conjunction with the notes to the financial statements. Page 22 Maximus Resources Limited Consolidated statement of changes in equity For the year ended 30 June 2021 Consolidated Contributed equity $ Notes Reserves Retained losses $ Total equity $ Balance at 1 July 2020 Total comprehensive profit for the year: Loss for the year Other comprehensive income Transactions with owners in their capacity as owners: Broker Option Reserve Share based payment reserve Contributions of equity Transaction costs 12 12 11 42,451,894 - - - 42,451,894 - - 4,786,174 (1,868,211) - (38,675,208) 3,776,686 - - (1,405,894) - (40,081,102) (1,405,895) 2,370,792 1,553,741 185,601 - - - - - - - 1,553,741 185,601 4,786,174 (1,868,211) Balance at 30 June 2021 45,369,857 1,739,342 (40,081,102) 7,028,097 Balance at 1 July 2019 Total comprehensive loss for the year: Profit for the year Other comprehensive income Transactions with owners in their capacity as owners: Contributions of equity Transaction costs Balance at 30 June 2020 40,895,357 - (39,927,602) 967,755 - - 40,895,357 1,645,019 (88,482) 42,451,894 11 - - - - - - 1,252,394 - (38,675,208) 1,252,394 - 2,220,149 - - 1,645,019 (88,482) (38,675,208) 3,776,686 This statement should be read in conjunction with the notes to the financial statements. Page 23 Maximus Resources Limited Consolidated statement of cash flows For the year ended 30 June 2021 Notes 10 20 10 Consolidated 30 June 2021 $ 30 June 2020 $ 75,458 (826,490) 2,296 (120) (748,856) (314,214) 63,650 (556,090) - (18,856) (511,296) (1,989,570) (1,063,070) (2,500,866) (77,856) - (2,804,092) - 5,200,000 (536,048) Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Interest paid Net cash from continuing operations Net cash (used in) discontinued operations Net cash (outflows)/inflows from operating activities Cash flows from investing activities Payments for plant & equipment Proceeds from sale of Burbanks Mill Payments for exploration and evaluation Net cash inflows/(outflows) from investing activities (2,881,948) 4,663,952 Cash flows from financing activities Proceeds from issues of shares and other equity securities Payment of financial liabilities Repayment of funds to parties not finalising acquisition of Burbanks Mill Transaction costs associated with equity issues 4,786,172 - 1,645,000 (86,197) - (314,467) (2,993,000) (88,463) Net cash (outflows)/inflows from financing activities 4,471,705 (1,522,660) Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year 526,687 801,108 640,426 160,682 Cash and cash equivalents at the end of the financial year 6 1,327,795 801,108 This statement should be read in conjunction with the notes to the financial statements. Page 24 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 1 Summary of significant accounting policies The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the consolidated entity consisting of Maximus Resources Limited and its subsidiaries. a) Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. Maximus Resources Limited is a for-profit entity for the purpose of preparing the financial statements. (i) Compliance with IFRS The consolidated financial statements of the Maximus Resources Limited also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRSs ensures that the financial statements and notes comply with International Financial Reporting Standards (IFRS). (ii) Historical cost convention These financial statements have been prepared on an accrual basis, under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit or loss and certain classes of property, plant and equipment. (iii) Critical accounting estimates The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. Adoption of New and revised accounting standards There are no new and revised accounting standards issued or issued but not yet effective which are expected to have a material impact on the financial statements. Going concern The financial report has been prepared on the basis of going concern. The cash flow projections of the Company and consolidated entity evidence that that the Company will require positive cash flows from additional capital or sale of a project for continued operations. The Group generated a loss of $1,405,894 (2020: $1,252,394 profit) with operating and investing cash outflows of $3,945,018. The operations were funded from the equity issues during the year The Company and consolidated entity’s ability to operate as a going concern is contingent upon obtaining additional capital. Post balance date the Company agreed to enter into a placement to raise $12.0 million to sophisticated and professional investors. The placement is subject to shareholder approval at the General Meeting of the Company to be held on 8 October 2021. If the Company is not able to secure additional capital then the going concern basis of accounting may not be appropriate. As a result, the Group may have to realise its assets to extinguish its liabilities, other than in the ordinary course of business in amounts which could be different from those stated in the financial report. No allowance for such circumstances has been made in the financial report. b) Basis of consolidation The Group financial statements consolidate those of the Parent Company and all of its subsidiaries as of 30 June 2021. The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have a reporting date of 30 June 2021. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are Page 25 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. c) Revenue and Other Income Revenue is measured at the fair value of the consideration received or receivable. Revenue from the rendering of services is recognised upon the delivery of the service to the customer. The Group recognises contract liabilities when consideration is received in respect to unsatisfied performance obligations. Revenue from the sale of gold is measured at fair value of the consideration received or receivable. Revenue is recognised when gold is delivered to the buyer. Interest revenue is recognised using the effective interest rate method. Grant income from the Australian Taxation Office is measured at fair value of the consideration received or receivable. Grant income is recognised as income based on the lodgement period. d) Employee Benefits Short-term employee benefits Short-term employee benefits are benefits, other than termination benefits, that are expected to be settled wholly within twelve (12) months after the end of the period in which the employees render the related service. Examples of such benefits include wages and salaries, non-monetary benefits and accumulating sick leave. Short-term employee benefits are measured at the undiscounted amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The Group’s liabilities for annual leave and long service leave are included in other long-term benefits as they are not expected to be settled wholly within twelve (12) months after the end of the period in which the employees render the related service. They are measured at the present value of the expected future payments to be made to employees. The expected future payments incorporate anticipated future wage and salary levels, experience of employee departures and periods of service, and are discounted at rates determined by reference to market yields at the end of the reporting period on high quality corporate bonds (2020: government bonds) that have maturity dates that approximate the timing of the estimated future cash outflows. Any re-measurements arising from experience adjustments and changes in assumptions are recognised in profit or loss in the periods in which the changes occur. The Group presents employee benefit obligations as current liabilities in the statement of financial position if the Group does not have an unconditional right to defer settlement for at least twelve (12) months after the reporting period, irrespective of when the actual settlement is expected to take place. e) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Board of Directors that have determined that the Group has only one operating segment now. f) Income tax The income tax expense or revenue for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company's subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at Page 26 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. The Company and its subsidiaries are not part of a consolidated tax group. AASB Interpretation 23 Uncertainty over Income Tax Treatment The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of AASB 112 Income Taxes. It does not apply to taxes or levies outside the scope of AASB 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following: 1. Whether an entity considers uncertain tax treatments separately 2. The assumptions an entity makes about the examination of tax treatments by taxation authorities 3. How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates 4. How an entity considers changes in facts and circumstances An entity has to determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty needs to be followed. The Company applies significant judgement in identifying uncertainties over income tax treatments. Since the Group operates in a complex multinational environment, it assessed whether the Interpretation had an impact on its consolidated financial statements. Upon adoption of the Interpretation, the Company considered whether it had any uncertain tax positions. The interpretation did not have an impact on the consolidated financial statements of the Group. g) Impairment of non-financial assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. h) Cash and cash equivalents For the purpose of presentation in the statement of cash flows, 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 3 months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. i) Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for expected credit losses. Trade receivables are generally due for Page 27 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 settlement within 30 days. They are presented as current assets unless collection is not expected for more than 12 months after the reporting date. The Group uses a simplified approach in accounting for trade and other receivables and records the loss allowance at the amount equal to the expected lifetime credit losses. The Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix. The Group has assessed the impact of the impairment model and no adjustment was required in Group’s financial statements. j) Investments and other financial assets Recognition and derecognition Regular purchases and sales of financial assets are recognised on trade-date - the date on which the Group commits to purchase or sell the asset. Financial assets are de-recognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to profit or loss as gains and losses from investment securities. Measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Loans and receivables and held to maturity investments are subsequently carried at amortised cost using the effective interest method. Impairment The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. If there is evidence of impairment for any of the Company's financial assets carried at amortised cost, the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows, excluding future credit losses that have not been incurred. The cash flows are discounted at the financial asset's original effective interest rate. The loss is recognised in the statement of profit or loss and other comprehensive income. Provision for restoration and rehabilitation The Company assesses the mill restoration and rehabilitation provision in accordance with accounting policies. Significant judgement is required in determining the provision for restoration and rehabilitation as there are many transactions and other factors that will affect the ultimate liability payable to rehabilitate the mill site. The estimate of future costs therefore requires management to make assessment of the future restoration and rehabilitation date, future environmental legislation, changes in regulations, price increases, changes in discount rates, the extent of restoration and rehabilitation activities and future removal technologies. When these factors change and become known in the future, such differences will impact the restoration and rehabilitation provision in the period in which they change or become known. At each reporting date, the rehabilitation and restoration provision is remeasured to reflect any of these changes. k) Trade and other payables These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. Page 28 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 l) Earnings per share (EPS) (i) Basic earnings per share Basic earnings per share is calculated by dividing: • • the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares. (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share 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 additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. m) Exploration and evaluation expenditure Exploration and evaluation costs related to an area of interest are written off as incurred except they may be carried forward as an item in the statement of financial position where the rights of tenure of an area are current and one of the following conditions is met: • • the costs are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and exploration and/or evaluation activities in the area of interest have not at the end of each reporting period reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Capitalised costs include costs directly related to exploration and evaluation activities in the relevant area of interest. General and administrative costs are allocated to an exploration or evaluation asset only to the extent that those costs can be related directly to operational activities in the area of interest to which the asset relates. Capitalised exploration and evaluation expenditure is written off where the above conditions are no longer satisfied. All capitalised exploration and evaluation expenditure is assessed for impairment if facts and circumstances indicate that an impairment may exist. Exploration and evaluation assets are also tested for impairment once commercial reserves are found, before the assets are transferred to development properties. n) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. o) Comparative figures Comparative figures are adjusted to conform to Accounting Standards when required. Page 29 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 p) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. q) Profit or loss from discontinued operations A discontinued operation is a component of the Group that either has been disposed of, or is classified as held for sale. Profit or loss from discontinued operations comprises the post-tax profit or loss of discontinued operations and the post-tax gain or loss recognised on the measurement to fair value less costs to sell or on the disposal group constituting the discontinued operation. r) Current assets and liabilities classified as held for sale and discontinued operations Current assets classified as held for sale are presented separately and measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair value less costs to sell. However, some held for sale assets such as financial assets or deferred tax assets, continue to be measured in accordance with the Group’s relevant accounting policy for those assets. Once classified as held for sale, the assets are not subject to depreciation or amortisation. s) Key estimates The preparation of the financial statements requires management to make estimates and judgments. These estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: Impairment The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates. Exploration and Evaluation The Group’s policy for exploration and evaluation is discussed in Note 1(m). The application of this policy requires management to make certain assumptions as to future events and circumstances. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised exploration and evaluation expenditure, management concludes that the capitalised expenditure is unlikely to be recovered by future sale or exploration, then the relevant capitalised amount will be written off through the statement of profit or loss and other comprehensive income. t) Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the group: There are no new significant accounting standards or amendments that have not been early adopted for the year ended 30 June 2021 but will be applicable to the Group in future reporting periods. Page 30 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 2 Financial risk management The Group's activities expose it to a variety of financial risks: market risk (including interest rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by management under policies approved by the Board of Directors. The Board provides principles for overall risk management, as well as policies covering specific areas, such as interest rate risk, credit risk, the use of financial instruments and investment of excess liquidity. The Group's financial instruments consist mainly of deposits with banks, accounts receivable and payable. The Group holds the following financial instruments: Financial assets Cash and cash equivalents Financial liabilities Trade and other payables (a) Market risk Consolidated 30 June 2021 $ 30 June 2020 $ 1,327,795 1,327,795 566,110 566,110 801,108 801,108 254,973 254,973 (i) Price risk Price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate as a result of changes in market prices (other than those arising from foreign exchange or interest rate risk). The Group is not exposed to any material price risk. (i) Cash flow and fair value interest rate risk Interest rate risk is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates and the effective weighted interest rates on classes of financial assets and financial liabilities. Interest rate risk is managed by the Company with the use of rolling short-term deposits. The Company has no long term financial liabilities upon which it pays interest. As at the end of the reporting period, Maximus Resources Limited had the following variable rate cash and cash equivalent holdings: Cash and cash equivalents Net exposure to cashflow interest rate 30 June 2021 Weighted average interest rate % 0.55 30 June 2021 Balance $ 1,327,795 1,327,795 30 June 2020 Weighted average interest rate % 1.95 30 June 2020 Balance $ 801,108 801,108 Interest rate sensitivity analysis At 30 June 2021, the effect on profit and equity as a result of changes in the interest rate, with all other variables remaining constant would be as follows: Interest rate risk Page 31 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 Carrying amount $ 1,327,795 Carrying amount $ 801,108 Increase 2% Decrease 2% Profit $ Equity $ Profit $ Equity $ 46 46 46 46 (46) (46) (46) (46) Increase 2% Decrease 2% Profit $ Equity $ Profit $ Equity $ 32 32 32 32 (32) (32) (32) (32) 30 June 2021 Financial assets Cash and cash equivalents Total increase/ (decrease) 30 June 2020 Financial assets Cash and cash equivalents Total increase/ (decrease) (b) Credit risk Credit risk is the risk of default by borrowers and transactional counterparties as well as the loss of value of assets due to deterioration in credit quality. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables and committed transactions. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted. Individual risk limits are set based on internal or external ratings in accordance with limits set by the board. (c) Liquidity risk Liquidity risk is the risk that the Group may encounter difficulty in settling its debts or otherwise meeting its obligations. The Group manages liquidity risk by monitoring cash flows and ensuring that adequate funds are available to meet cash demands. The table summarise the maturity profile of the Company’s financial liabilities as of 30 June 2021 and 2020 based on contractual undiscounted payments. < 1 year 1 to < 2years 2 to < 3 years 30 June 2021 Trade Creditors Accruals 513,270 52,840 566,110 - - - < 1 year 1 to < 2years 2 to < 3 years 30 June 2020 Trade Creditors Accruals 160,078 94,895 254,973 - - - - - - - - - Total 513,270 52,840 566,110 Total 160,078 94,895 254,973 Page 32 3. Other income ATO cashflow boost stimulus Interest income Fuel tax rebate ATO jobkeeper subsidy 4. Expenses Other Short term lease expenses Office expenses Subscriptions Travel & Accommodation Other expenses Consulting expenses Tax agent fees Company secretarial and accounting services Corporate advisory Human resources Compliance expenses Share registry fees ASIC fees ASX fees Audit fees Insurance Marketing Investor relations Website Exploration expenses Exploration expenditure written off Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 Consolidated 30 June 2021 $ 37,500 2,296 24,458 13,500 77,754 30 June 2020 $ 62,500 1,150 - - 63,650 Consolidated 30 June 2021 $ 30 June 2020 $ 20,396 6,242 6,714 16,892 1,303 19,086 - - - 813 51,547 19,899 Consolidated 30 June 2021 $ 5,800 71,387 30,000 32,850 140,037 55,843 12,260 43,940 61,976 28,324 202,343 30 June 2020 $ 5,400 99,115 - - 104,515 37,785 6,446 28,193 52,327 24,870 149,621 90,288 6,400 4,107 - 96,688 4,107 10,765 40,629 10,765 40,629 Page 33 5. Income Tax Expense (a) Income tax expense: Current tax (b) Numerical reconciliation of income tax expense to prima facie tax payable Loss from continuing operations before income tax expense Tax at the Australian tax rate of 26% (2020: 27.5%) Tax effect of amounts which are not deductible (assessable) in calculating taxable income: Temporary differences not brought to account Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 Consolidated 30 June 2021 $ 30 June 2020 $ - - (1,022,535) (771,323) (265,859) (212,114) 265,859 212,114 Income tax expense - A deferred tax asset (DTA) has not been recognised in respect of temporary differences as they do not meet the recognition criteria as outlined in Note 1(f) of the financial statements. A DTA has not been recognised in respect of tax losses either as realisation of the benefit is not regarded as probable. - The Company has unrecognised DTAs of $8,650,929 (2020: $8,385,070) that are available indefinitely for offset against future taxable profits, subject to meeting the Same Business and Continuity of Ownership tests. The tax rates applicable to each potential tax benefit are as follows: • • timing differences – 26% tax losses – 26% 6. Current assets - Cash and cash equivalents Cash at bank and in hand Term deposits (a) Risk exposure Consolidated 30 June 2021 $ 30 June 2020 $ 1,327,795 - 784,108 17,000 1,327,795 801,108 The Group's exposure to interest rate risk is discussed in note 2. The maximum exposure to credit risk at the end of each reporting period is the carrying amount of each class of cash and cash equivalents mentioned above. Page 34 7. Current assets - Trade and other receivables Net trade receivables Trade and other receivables Provision for doubtful debts GST receivable Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 Consolidated 30 June 2021 $ 30 June 2020 $ 322,099 (322,099) 49,065 322,099 (322,099) - - Trade and other receivables includes an outstanding amount from Lloyd George Mining Pty Ltd for milling charges relating to a toll treatment campaign at the Burbanks Mill during June 2019. This amount has been outstanding since July 2019 and the Company commenced legal recovery action during the 2020 year. As the amount has been outstanding for over 18 months, the Company has booked a provision against this total amount. 49,065 8. Non-current assets - Exploration and evaluation Exploration and evaluation Movement: Opening balance Expenditure incurred Exploration expenditure written off Closing balance 9. Current liabilities - Trade and other payables Trade payables Other payables and accruals Consolidated 30 June 2021 30 June 2020 3,224,379 2,900,079 (10,765) 6,113,693 2,775,089 489,919 (40,629) 3,224,379 Consolidated 30 June 2021 $ 30 June 2020 $ 410,770 86,195 160,078 94,895 496,965 254,973 Page 35 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 10. Disposal group classified as held for sale and discontinued operations During the 2019 financial year, management decided to discontinue operations at the Burbanks Mill, in line with its strategy to focus on the Company’s exploration assets. Consequently, assets and liabilities allocated to Burbanks Mill were reclassified as a disposal group. Revenue and expenses in relation to the discontinuation of this subgroup have been eliminated from profit and loss from the Group’s continuing operations and are shown as a single line item in the statement of profit or loss. In September 2019, the Burbanks Mill was sold for $5.2 million cash to Mineral Ventures Pty Ltd. Operating losses of the Burbanks Mill until the date of disposal and the profit or loss from re-measurement and disposal of assets and liabilities classified as held for sale are summarised as follows: Other income Total income Milling expenses - consumables Crushing expenses Laboratory expenses Gold room expenses Tailings Dam expenses Employee expenses Insurance expenses Depreciation Licence fees Legal fees Other mill expenses Total cost of sales 30 June 2021 30 June 2020 $ $ 50,054 50,054 - - - - - 51,924 - - - 381,026 463 433,413 94,299 94,299 72,938 5,052 2,315 6,448 58 223,684 8,045 489 166 186,173 98,693 604,061 Operating loss Profit from sale of plant & equipment (including restoration/rehabilitation provision) Finance costs Profit/(loss) from discontinued operations before tax (383,359) - - (383,359) (509,762) 2,537,949 (4,470) 2,023,717 Tax expense - - Profit/(Loss) for the year from discontinued operations (383,359) 2,023,717 The carrying amounts of assets and liabilities in this disposal group are summarised as follows: Current liabilities Trade & other payables Liabilities classified as held for sale 30 June 2021 30 June 2020 69,145 69,145 - - Cashflows used by Burbanks Mill for the reporting periods under review until its disposal are as follows: Operating activities Investing activities Cashflows from/(used in) discontinued operations (314,214) - (314,214) (1,989,570) 5,200,000 3,210,430 Page 36 11. Contributed equity (a) Share capital Ordinary shares Fully paid Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 Consolidated 30 June 2021 30 June 2020 Consolidated 30 June 2021 30 June 2020 140,096,943 87,083,009 45,369,856 42,451,894 $ $ (b) Movements in ordinary share capital: Date Details Number of shares Issue price $ 1 July 2019 Opening balance 34,815,204 40,895,357 26 February 2020 18 May 2020 27 May 2020 Issue of Shares - placement Issue of Shares – Entitlement Issue Issue of Shares – Shortfall Shares 8,703,801 5,677,136 37,841,868 $0.039 $0.030 $0.030 Less: Transaction costs arising on share issues 339,448 170,314 1,135,257 1,645,019 (88,482) 30 June 2020 Balance 87,038,009 42,451,894 16 September 2020 24 September 2020 19 October 2020 22 October 200 29 October 2020 19 November 2020 18 December 2020 23 December 2020 19 February 2021 21 April 2021 Issue of Shares – exercise of unlisted options 530,375 $0.11 58,341 Issue of Shares – exercise of unlisted options Issue of Shares – placement Issue of Shares – exercise of unlisted options Issue of Shares – exercise of unlisted options Issue of Shares – exercise of listed options Issue of Shares – exercise of listed options Issue of Shares – director placement Issue of Shares – exercise of listed options Issue of Shares - placement 470,102 31,578,951 50,000 220,000 12,579 17,283 1,894,737 11,395 18,273,512 $0.11 $0.095 $0.11 $0.11 $0.11 $0.11 $0.095 $0.11 $0.08 Less: Transaction costs arising on share issues 51,711 3,000,000 5,500 24,200 1,385 1,901 180,000 1,253 1,461,881 4,786,172 (1,868,209) 30 June 2021 Balance (c) Ordinary shares 140,096,943 45,369,857 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 the shares held. At shareholders' meetings, on a show of hands every holder of ordinary shares present in person or by proxy is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the Company does not have a limited amount of authorised capital. Page 37 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 11. Contributed equity (cont) (d) Capital risk management The Group has no debt which has externally imposed capital requirements. The Group's debt and capital includes ordinary share capital, supported by property, plant and equipment. Management effectively manages the Group's capital by assessing its financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues. 12. Reserves Reserves includes an option reserve arising from the issue of broker options and a share based payments for incentive rights issued to employees. The breakdown of reserves is as follows: (a) Option Reserve Date Details 1 July 2019 Opening balance 30 June 2020 Balance Number of listed options Valuation Option Reserve $ - - 23 October 2020 23 October 2020 23 October 2020 23 October 2020 19 November 2020 18 December 2020 22 December 2020 19 February 2021 21 April 2021 Allotment – attaching options placement Allotment – rights issue attaching options Allotment – shortfall offer attaching options Allotment – broker options Exercise of listed options Exercise of listed options Allotment – broker options Exercise of listed options Listed Broker options – (to be issued) 2,901,276 1,892,439 - - 12,613,975 6,000,000 (12,579) (17,283) 15,000,000 (11,395) 4,000,000 - $0.0178 - - $0.087 - $0.0345 - - - - - 107,000 - - 1,308,768 - 137,973 1,553,741 30 June 2021 Balance 42,366,433 1,553,741 During the year the Company issued listed options to shareholders who participated in various share issues during the 2021 financial year. Listed options were also issued and or agreed to be issued as consideration to lead brokers for the equity issues. The listed options were issued following shareholder approval at the various general meetings held during the year. The listed broker options on 21 April 2021 are subject to shareholder approval at the general meeting to be held on 8 October 2021. The fair value of the options at measurement date were measured using the Black Scholes option valuation methodology. The inputs used in the valuation are as follows: Page 38 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 12. Reserves (cont) Measurement Date Expiry Date 27 May 2020 7 January 2022 19 October 2020 7 January 2022 Share price at Grant Date $0.07 $0.18 21 April 2021 6 January 2023 $0.096 Exercise Price Expected Volatility Risk-free Interest Rate Fair Value at Grant Date $0.11 $0.11 $0.11 80% 80% 80% 0.15% $0.0178 0.15% $0.087 0.07% $0.0345 Historical volatility of a group of comparable companies has been the basis of determining the expected share price volatility, as it is assumed that this is indicative of future movements. No adjustments has been made to the life of the option based on no past history regarding expected exercise or any variation of the expiry date. Accordingly, the expected life of the option has been taken to the full period of time from grant date to expiry date, which may fail to eventuate in the future. (b) Share based payment reserve During the year the Company appointed Mr Tim Wither as Managing Director. Mr Wither’s employment contract dated 10 August 2020 details his total remuneration, which includes the issue of Incentive Rights (Rights) following various milestones. The Rights were granted under the Company’s Incentive Rights Plan. The Rights will vest in accordance with the following vesting schedule, provided Mr Wither is still employed by the Company at the relevant vesting date: • • • 500,000 Rights will vest on the first anniversary of the grant date; 1,000,000 Rights will vest on the second anniversary of the grant date; and 1,000,000 Rights will vest on the date the Company’s directors resolve (in their discretion), the Company has advanced a project to initial gold production. Shareholders approved the issue of these Rights at the General Meeting held on 14 October 2020. The fair value for these Rights were measured based on the current share price of the Company’s securities with probability factors applied against each milestone. At the grant date the Rights had a fair value of $206,500. During the year ending 30 June 2021 $150,955 was expensed as a share based payment in relation to Mr Wither’s Rights. During the year the Company appointed Mt Travis Murphy as Chief Geologist on 1 October 2020. Mr Murphy was granted rights under the Company’s Incentive Options and Performance Rights Plan that was approved by Shareholders at the Annual General Meeting on 16 December 2020. The Rights will vest in accordance with the following vesting schedule, provided Mr Murphy is still employed by the Company at the relevant vesting date: 175,500 Rights will vest on the first anniversary of the grant date; • • 409,500 Rights will vest on the second anniversary of the grant date; and • 585,000 Rights will vest on the date the Company’s directors resolve (in their discretion), the Company has advanced a project to initial gold production. The fair value for these Rights were measured based on the current share price of the Company’s securities with probability factors applied against each milestone. The Rights were issued on 21 April 2021 and had a fair value of $49,982. During the year ending 30 June 2021 $34,646 was expensed as a share based payment in relation to Mr Murphy’s Rights. Page 39 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 12. Reserves (cont) (b) Share based payment reserve Date Details 1 July 2019 Opening balance 30 June 2020 Balance Number of Rights Valuation $ - - 24 October 2020 21 April 2021 Incentive Rights – T Wither Incentive Rights – T Murphy 2,500,000 1,170,000 206,500 49,982 30 June 2021 Balance 3,670,000 Share Based Payment Reserve $ - - 150,955 34,646 185,601 185,601 Reserves Balance 1 July Option reserve (a) Share based payments reserve (b) Balance 30 June 13. Accumulated losses Retained Earnings Balance 1 July Net profit/(loss) for the year Balance 30 June 14. Key management personnel disclosures (a) Key management personnel compensation Short-term employee benefits Post-employment benefits Share based payment Termination benefits Consolidated 30 June 2021 $ 30 June 2020 $ - 1,553,741 185,601 1,739,342 - - - - Consolidated 30 June 2021 $ 30 June 2020 $ (38,675,208) (39,926,602) 1,252,394 (1,405,894) (40,081,102) (38,675,208) Consolidated 30 June 2021 640,978 35,026 185,601 - 30 June 2020 290,364 9,941 - - 861,605 300,305 Detailed remuneration disclosures and interests held by key management personnel are provided in sections A to I of the remuneration report, within the Directors Report. Page 40 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 (b) Transactions with key management personnel During the year ending 30 June 2021 there were no transactions with related parties. As at 30 June 2021, the following non-executive director fees totalling $25,363 were outstanding as follows: • S Zaninovich $8,333.33 (2020: nil) • M Janes $8,333.33 (2020: $50,000) • G Anderson $8,696.34 (2020: $50,000) 15. Remuneration of auditors During the year the following fees were paid or payable for services provided by the auditor of the Company and its related practices: Grant Thornton Audit and review of financial reports Taxation Services Total auditors' remuneration 16. Contingencies (a) Contingent liabilities Consolidated 30 June 2021 $ 61,976 5,800 30 June 2020 $ 49,434 5,400 67,776 54,834 The Group had no known contingent liabilities as at 30 June 2021. (30 June 2020 nil) (b) Contingent assets The majority of the Adelaide Hills tenement package consisting of 5 tenements, including the Bird in Hand Gold Project was sold to Terramin Australia Limited (“Terramin”) in 2013. The consideration included the following contingent payments from Terramin: • • $1,000,000 payable upon approval of a Program for Environmental Protection and Rehabilitation; and $1,000,000 payable upon commencement of bullion production. Maximus is also entitled to a 0.5% royalty payable upon bullion production in excess of 50,000 oz. The Flushing Meadows tenement package was sold to Orex Mining Pty Ltd (now Yandal Resources Ltd) in October 2010. Maximus is entitled to a gold royalty in respect of gold produced from any part of the tenement area of $40 per ounce on the first 50,000 ounces of gold generated, with the first $200,000 to be pre-paid upon commencement of gold production and $20 per ounce of gold produced in excess of 50,000 ounces and less than 150,000 ounces to a maximum of $4 million royalty revenue being received by Maximus. Additionally, there is a 3% net smelter return for any gold by-products or co-products from the tenement area. Page 41 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 17. Commitments Commitments for exploration and joint venture expenditure In order to maintain current rights of tenure to exploration tenements the Group is required to outlay amounts of approximately $1,123,300 (2020: $1,133,300) to keep these in good standing during the remaining lease tenure. 18. Subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1(b): Name of entity Country of incorporation Class of shares Equity holding 2020 % 2021 % MXR Minerals Pty Ltd Eastern Goldfields Milling Services Pty Ltd Australia Australia Ordinary Ordinary 100 100 100 100 19. Events occurring after the reporting period The Group completed discussions with its insurers regarding a claim relating to plant & equipment failure at the Burbanks Mill, previously owned in Eastern Goldfields Milling Services Pty Ltd. The Company received $390,000 in respect of its claim, net of excess and costs in early August 2021. Eastern Goldfields Milling Services Pty Ltd (EGMS) finalised the ongoing dispute with Empire Resources Limited (Empire) during September 2021. This Arbitration process commenced during the 2019 year to determine a final amount payable for a recovered gold reconciliation relating to the Burbanks Mill operations. The Arbitration hearing finished in March 2021, with the Arbitrator providing a partial award in May 2021. Based on the Arbitration outcome, a settlement payment to EGMS was made relating to the recovery of arbitration costs, ending the dispute with Empire. Subsequent to balance date, the Company signed a mandate with Petra Capital Pty Ltd to complete a placement to raise $12 million. The raise would be completed via 2 tranches with the second tranche subject to shareholder approval at a General Meeting of the Company to be held on 8 October 2021. The Company completed the tranche 1 allocation on 25 August 2021 by issuing 12,182,343 ordinary shares at an issue price of $0.068 per share raising $828,399 before costs. The tranche 2 allocation of 164,288,246 ordinary shares at $0.068 per share is subject to shareholder approval at the General Meeting of the Company to be held on 8 October 2021. The placement includes the introduction of Pantoro Limited (ASX:PNR) as a cornerstone investor. Following the tranche 2 allocation, Pantoro Limited will own 19.9% of the share capital of the Company. The General meeting on 8 October 2021 also seeks approval to issue the following securities: • 12,000,000 options with an exercise price of $0.085 expiring on 31 October 2024 to Petra Capital Pty Ltd for broking services. • 6,091,207 options to shareholders who participated in the placement on 21 April 2021 and 4,000,000 options to GTT Ventures for broking services both with an exercise price of $0.11 expiring on 6 January 2023. • 625,000 shares at an issue price of $0.08 per share to raise $50,000 to the directors who subscribed to shares in April 2021. • A placement of securities to existing listed optionholders (MXROD) at an issue price of $0.003 per Option to subscribe to one new options with an exercise price of $0.11 expiring on 6 January 2023. There are no other events or circumstances that have occurred subsequent to the end of the reporting period that have or will significantly affect the operations of the Group. Page 42 20. Reconciliation of profit after income tax to net cash inflow from operating activities Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 Profit/(Loss) for the year Depreciation Share based payments Exploration expenditure written off Profit from sale of mill Change in operating assets and liabilities: Decrease/(increase) in trade and other receivables Decrease/(increase) in other operating assets (Decrease)/increase in trade and other payables (Decrease)/increase in provisions Net cash (outflow)/inflow from operating activities 21. Earnings per share Consolidated 30 June 2021 $ 30 June 2020 $ (1,405,894) 2,767 185,601 10,765 - 1,252,394 439 - 40,629 (2,537,949) (49,065) (155,015) 311,137 36,634 366,597 225,140 (1,726,749) (121,367) (1,063,070) (2,500,866) 30 June 2021 30 June 2020 Loss from continuing operations attributable to the ordinary equity holders Profit/(Loss) from discontinued operations attributable to the ordinary equity holders (1,022,535) (771,323) (383,359) 2,023,717 Basic earnings per share Weighted average number of ordinary shares outstanding during the year used to calculate basic earnings per share 114,477,904 41,886,091 Basic earnings per share (cents) – continuing operations Basic earnings per share (cents) – discontinued operations Total Basic earnings per share (cents) (0.893) (0.335) (1.228) (1.84) 4.83 2.99 Page 43 22. Parent Entity Statement of financial position Current Assets Non-current Assets Total Assets Current Liabilities Non-Current Liabilities Total Liabilities Net Assets Shareholder’s Equity Contributed Equity Retained Losses Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2021 Parent 2021 $ 2020 $ 1,401,020 6,181,792 795,024 1,495,876 7,582,812 2,290,900 539,754 - 219,258 1,045 539,754 220,303 7,043,058 2,070,597 45,369,856 (38,326,798) 42,451,894 (40,381,297) Capital and reserves attributable to owners 7,043,058 2,070,597 Statement of profit or loss and other comprehensive income Loss for the year Other comprehensive income Total comprehensive income Parent Entity Contingencies Contingent liabilities (1,005,980) - (453,694) - (1,005,980) (453,694) The parent entity had no known contingent liabilities as at 30 June 2021 (2020: $NIL). Contingent assets The majority of the Adelaide Hills tenement package consisting of 5 tenements, including the Bird in Hand Gold Project was sold to Terramin Australia Limited (“Terramin”) in 2013. The consideration included the following contingent payments from Terramin: • • $1,000,000 payable upon approval of a Program for Environmental Protection and Rehabilitation; and $1,000,000 payable upon commencement of bullion production. Maximus is also entitled to a 0.5% royalty payable upon bullion production in excess of 50,000 oz. The Flushing Meadows tenement package was sold to Orex Mining Pty Ltd (now Yandal Resources Ltd) in October 2010. Maximus is entitled to a gold royalty in respect of gold produced from any part of the tenement area of $40 per ounce on the first 50,000 ounces of gold generated, with the first $200,000 to be pre-paid upon commencement of gold production and $20 per ounce of gold produced in excess of 50,000 ounces and less than 150,000 ounces to a maximum of $4 million royalty revenue being received by Maximus. Additionally, there is a 3% net smelter return for any gold by-products or co-products from the tenement area. Parent Entity Commitments (a) Commitments for exploration In order to maintain current rights of tenure to exploration tenements the Company is required to outlay amounts of approximately $1,123,300 (2020: $1,133,300) to keep these in good standing during the remaining lease tenure. Page 44 In the directors' opinion: Maximus Resources Limited Directors' declaration 30 June 2021 (a) the consolidated financial statements and notes set out on pages 21 to 44 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 giving a true and fair view of the consolidated entity's financial position as at 30 June 2021 and of their performance for the financial year ended on that date, and (ii) (b) (c) 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 financial statements comply with International Financial Reporting Standards as confirmed in note 1(a). The directors have been given the declarations by the Managing Director and Company Secretary required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the directors. Timothy Wither Managing Director 24 September 2021 Page 45 Level 3, 170 Frome Street Adelaide SA 5000 Correspondence to: GPO Box 1270 Adelaide SA 5001 T +61 8 8372 6666 Independent Auditor’s Report To the Members of Maximus Resources Limited Report on the audit of the financial report Opinion We have audited the financial report of Maximus Resources Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, 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: a giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its performance for the year ended on that date; and b 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 auditor independence requirements of 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 (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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to Note 1a) in the financial statements, which indicates that the Group incurred a loss of $1,405,894 and a cash outflow from operating and investing activities of $3,945,018. As stated in Note 1a), these events or conditions, indicate that a material uncertainty exists that may cast doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 www.grantthornton.com.au ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation.  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. Key audit matter How our audit addressed the key audit matter Exploration and evaluation assets - Notes 1m), 1s) & 8 At 30 June 2021 the carrying value of exploration and evaluation assets was $6,113,693. In accordance with AASB 6 Exploration for and Evaluation of Mineral Resources, the Group is required to assess at each reporting date if there are any triggers for impairment which may suggest the carrying value is in excess of the recoverable value. The determination as to whether there are any indicators to require an exploration and evaluation asset to be assessed for impairment involves a number of judgements including whether the Group will be able to maintain tenure, perform ongoing expenditure and whether there is sufficient information for a decision to be made that the area of interest is not commercially viable. This area is a key audit matter due to the carrying value of exploration and evaluation assets being a significant risk. Our procedures included, amongst others:  Reviewed management's area of interest consideration against AASB 6;  Conducted a detailed review of management's assessment of trigger events prepared in accordance with AASB 6 including:  traced projects to statutory registers, exploration licenses and third party confirmations to determine whether a right of tenure existed;  enquired management regarding their intentions to carry out exploration and evaluation activity in the relevant exploration area, including review of management's budgeted expenditure;  understood whether any data exists to suggest that the carrying value of exploration and evaluation assets are unlikely to be recovered through development or sale;  Understood and corroborated the changes in assumptions and inputs due to the impact of COVID- 19;  Assessed the accuracy of any impairment recorded for the year as it pertained to exploration interests;  Evaluated the competence, capabilities and objectivity of management's experts in the evaluation of potential impairment triggers; and  Assessed the appropriateness of the related financial statement disclosures. Information other than the financial report and auditor’s report thereon The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2021, but does not include the financial report and our 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 Company’s/Group’s ability 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 Company/Group or to cease operations, or have 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 at: http://www.auasb.gov.au/auditors_responsibilities/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 the Directors’ report for the year ended 30 June 2021. In our opinion, the Remuneration Report of Maximus Resources Limited, for the year ended 30 June 2021 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. GRANT THORNTON AUDIT PTY LTD Chartered Accountants I S Kemp Partner – Audit & Assurance Adelaide, 24 September 2021  Maximus Resources Limited ASX Additional Information The shareholder information set out below was applicable as at 22 October 2021. A Distribution of equity securities Analysis of numbers of equity security holders by size of holding: ORDINARY SHARES Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Rounding Total Total holders 1,152 624 420 854 338 Units 244,972 1,795,085 3,154,558 31,772,257 280,901,160 % of Issued Capital 0.08 0.56 0.99 10.00 88.37 0.00 3,388 317,868,032 100.00 There were 1,842 holders of less than a marketable parcel of ordinary shares. At a share price of $0.086, an unmarketable parcel is 5,813 shares. LISTED OPTIONS Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Rounding Total UNLISTED OPTIONS Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Rounding Total Total holders 79 37 8 26 47 Units 24,690 82,685 59,092 1,058,729 37,141,237 % of Issued Capital 0.06 0.22 0.15 2.76 96.81 0.00 197 38,366,433 100.00 Total holders Units % of Issued Capital - - - - 5 5 - - - - 13,000,000 - - - - 100 0.00 13,000,000 100.00  Maximus Resources Limited ASX Additional Information B Equity Security Holders Twenty largest quoted equity security holders ORDINARY SHARES Rank Name Units % of Units 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. PANTORO LIMITED KITARA INVESTMENTS PTY LTD SOLEQUEST PTY LTD ONE MANAGED INVESTMENT FUNDS LIMITED CS THIRD NOMINEES PTY LIMITED HUSTLER INVESTMENTS PTY LTD ALISSA BELLA PTY LTD SYRACUSE CAPITAL PTY LTD GOLDFIRE ENTERPRISES PTY LTD MRS HEATHER MARY LYONS ROOKHARP CAPITAL PTY LTD CITICORP NOMINEES PTY LIMITED JMARC HOLDINGS PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED ALL-STATES FINANCE PTY LTD ROBMAR INVESTMENTS PTY LTD MR CRAIG GRAEME CHAPMAN MISS MELISSA TASSONE KEMPO CAPITAL PTY LTD DC & PC HOLDINGS PTY LTD 63,254,972 10,526,316 7,276,471 6,617,648 5,812,339 4,750,000 4,649,831 4,130,000 3,700,000 3,700,000 3,676,470 3,511,762 3,354,710 3,100,566 2,941,176 2,941,176 2,892,177 2,829,373 2,462,917 2,400,000 19.90 3.31 2.29 2.08 1.83 1.49 1.46 1.30 1.16 1.16 1.16 1.10 1.06 0.98 0.93 0.93 0.91 0.89 0.77 0.76 Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (TOTAL) Total Remaining Holders Balance 144,527,904 173,340,128 45.47 54.53 LISTED OPTIONS Rank Name Units % of Units 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. HUSTLER INVESTMENTS PTY LTD SYRACUSE CAPITAL PTY LTD KITARA INVESTMENTS PTY LTD MOUNTS BAY INVESTMENTS PTY LTD KEMPO CAPITAL PTY LTD ALITIME NOMINEES PTY LTD XS RESOURCES LIMITED SYRACUSE CAPITAL PTY LTD JMARC HOLDINGS PTY LTD M & K KORKIDAS PTY LTD MOUNTS BAY INVESTMENTS PTY LTD MURDOCH CAPITAL PTY LTD M & K KORKIDAS PTY LTD ALISSA BELLA PTY LTD SOLEQUEST PTY LTD MRS SVJETLANA BJELJAC + MR ALIS TRAKILOVIC MANDEVILLA PTY LTD RHC INVESTMENTS PTY LTD MR MARTIN ROSS HELEAN CHARLTON WA PTY LTD Totals: Top 20 holders of LISTED OPTIONS (TOTAL) Total Remaining Holders Balance 6,640,230 5,315,467 3,900,000 2,475,000 2,463,683 2,100,000 1,300,000 1,064,104 1,008,549 800,000 684,249 650,050 590,000 478,634 432,428 423,351 388,889 350,000 333,334 300,000 31,697,968 6,668,465 17.31 13.85 10.17 6.45 6.42 5.47 3.39 2.77 2.63 2.09 1.78 1.69 1.54 1.25 1.13 1.10 1.01 0.91 0.87 0.78 82.62 17.38  Maximus Resources Limited ASX Additional Information UNLISTED OPTIONS Rank Name Units % of Units 1. 2. 3. 4. 5. CIRCUMFERENCE CAPITAL CT PTY LTD GUINA NOMINEES PTY LTD MR KELVIN GLEN CROSBY + MRS BEVERLEY ANNE CROSBY WILLING VALE PTY LTD GIRGIS NOMINEES (WA) PTY LTD Totals: Top holders of UNLISTED OPTIONS (TOTAL) Total Remaining Holders Balance 12,000,000 500,000 175,000 175,000 150,000 13,000,000 0 92.31 3.85 1.35 1.35 1.14 100 C Substantial holders As at 22 October 2021 the following were substantial shareholders: Shareholder Pantoro Limited D Voting Rights Units 63,254,972 % of Units 19.90 The voting rights attaching to each class of equity securities are set out below: Ordinary Shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have once vote. Options (Listed and Unlisted) No voting rights. Maximus Resources Limited Tenement Schedule 30 June 2021 MAXIMUS RESOURCES LIMITED - TENEMENT SCHEDULE Tenement No. Project Registered Holder Maximus Resources Interest Spargoville Project M 15 / 1475 M 15 / 1869 Eagles Nest Maximus Resources Ltd MXR - 100% of all Minerals Eagles Nest South Maximus Resources Ltd MXR - 100% of all Minerals L 15 / 128 Kambalda West Maximus Resources Ltd L 15 / 255 Kambalda West Maximus Resources Ltd M 15 / 395 Kambalda West Maximus Resources Ltd M 15 / 703 Kambalda West Maximus Resources Ltd M 15 / 1448 Hilditch M 15 / 1449 Larkinville P 15 / 5912 Larkinville Maximus Resources Ltd & Bullabulling Pty Ltd Maximus Resources Ltd & Essential Metals Ltd Maximus Resources Ltd & Essential Metals Ltd MXR - 100% all minerals, except Ni rights MXR - 100% all minerals, except Ni rights MXR - 100% all minerals, except Ni rights MXR - 100% all minerals, except Ni rights MXR - 90% of all minerals MXR - 75% All minerals + MXR 80% Ni rights MXR - 75% All minerals + MXR 80% Ni rights M 15 / 1101 M 15 / 1263 M 15 / 1264 M 15 / 1323 M 15 / 1338 M 15 / 1474 M 15 / 1769 M 15 / 1770 M 15 / 1771 M 15 / 1772 M 15 / 1773 M 15 / 1774 M 15 / 1775 M 15 / 1776 Wattle Dam Wattle Dam Wattle Dam Wattle Dam Wattle Dam Wattle Dam Wattle Dam Wattle Dam Wattle Dam Wattle Dam Wattle Dam Wattle Dam Wattle Dam Wattle Dam Maximus Resources Ltd MXR - 100% all minerals + 80% Ni rights Maximus Resources Ltd MXR - 100% all minerals + 80% Ni rights Maximus Resources Ltd MXR - 100% all minerals + 80% Ni rights Maximus Resources Ltd MXR - 100% all minerals + 80% Ni rights Maximus Resources Ltd MXR - 100% all minerals + 80% Ni rights Maximus Resources Ltd MXR - 100% all minerals Maximus Resources Ltd MXR - 100% all minerals + 80% Ni rights Maximus Resources Ltd MXR - 100% all minerals + 80% Ni rights Maximus Resources Ltd MXR - 100% all minerals + 80% Ni rights Maximus Resources Ltd MXR - 100% all minerals + 80% Ni rights Maximus Resources Ltd MXR - 100% all minerals + 80% Ni rights Maximus Resources Ltd MXR - 100% all minerals Maximus Resources Ltd MXR - 100% all minerals Maximus Resources Ltd MXR - 100% all minerals Maximus Resources - 100% Gold Rights M 15 / 97 M 15 / 99 M 15 / 100 M 15 / 101 M 15 / 102 M 15 / 653 Widgiemooltha Neometals Ltd Widgiemooltha Neometals Ltd Widgiemooltha Neometals Ltd Widgiemooltha Neometals Ltd Widgiemooltha Neometals Ltd Widgiemooltha Neometals Ltd M 15 / 1271 Widgiemooltha Neometals Ltd Kimberley Base Metal Projects E 80 / 5560 King River MXR Minerals Pty Ltd E 80 / 5561 Dunham River MXR Minerals Pty Ltd E80 / 5585 Stonewall MXR Minerals Pty Ltd MXR - 100% gold rights MXR - 100% gold rights MXR - 100% gold rights MXR - 100% gold rights MXR - 100% gold rights MXR - 100% gold rights MXR - 100% gold rights MXR - 100% of all Minerals under application MXR - 100% of all Minerals under application MXR - 100% of all Minerals under application Principal and Registered Office Suite 12, 198 Greenhill Road Eastwood SA 5063 Email info@maximusresources.com Phone 08 7324 3172 maximusresources.com ASX:MXR 

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