Maximus Resources Limited
Annual Report 2022

Plain-text annual report

Annual Report 2022 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 Frome Street Adelaide SA 5000 Solicitors EMK Lawyers Suite 1, 519 Stirling Hwy Cottesloe WA 6011 ASX codes MXR MXROE ABN 74 111 977 354 Financial report for the Year Ended 30 June 2022 Maximus Resources Limited ABN 74 111 977 354 Financial Statements Contents Tenement Report Schedule 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 3 4 32 33 34 35 36 37 57 58 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 20 The financial statements were authorised for issue by the directors on 29 September 2022. 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 Tenement Schedule 30 June 2022 Tenement No. Project Registered Holder Maximus Resources Limited Interest Spargoville Project M 15 / 1475 M115/ 1869 L 15 / 128 L 15 / 255 M 15 / 395 M 15 / 703 Eagles Nest Maximus Resources Ltd MXR - 100% of all Minerals Eagles Nest South Maximus Resources Ltd MXR - 100% of all Minerals Kambalda West Maximus Resources Ltd MXR - 100% all minerals, except Ni rights Kambalda West Maximus Resources Ltd MXR - 100% all minerals, except Ni rights Kambalda West Maximus Resources Ltd MXR - 100% all minerals, except Ni rights Kambalda West Maximus Resources Ltd MXR - 100% all minerals, except Ni rights 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 - 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 E 80 / 5585 Stonewall MXR Minerals Pty Ltd E 80 / 5705 King River South MXR Minerals Pty Ltd Southern Cross Gold / Base Metal Project E 77 / 2889 Karalee E 15 / 1849 E 63 / 2147 E 63 / 2148 Boorabbin Jilbadji West Jilbadji East SX Minerals Pty Ltd SX Minerals Pty Ltd SX Minerals Pty Ltd SX 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 MXR - 100% of all Minerals under application MXR - 100% of all Minerals MXR - 100% of all Minerals MXR - 100% of all Minerals MXR - 100% of all Minerals Page 3 Maximus Resources Limited Directors' Report 30 June 2022 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 2022 (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 Steven Evan Zaninovich Position Chair Timothy James Wither Managing Director Appointed/Resign (if during the financial year) Gerard Anderson Martin Simon Janes Paul Mathew Cmrlec Non-executive Director Non-executive Director Non-executive Director Appointed 18 October 2021 Scott James Huffadine Alternate Director – P Cmrlec Appointed 18 October 2021 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 $1,076,636 (2021: $1,405,894). The net assets of the Group have increased by $10,561,621 during the financial year from $7,028,097 at 30 June 2021 to $17,589,718 at 30 June 2022. 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 (2021: Nil). Page 4 Maximus Resources Limited Directors' Report 30 June 2022 Operations Review Maximus’ primary focus is the Spargoville Project, located 20km from Kambalda, Western Australia’s premier gold and nickel mining district. The Company holds 48km2 of tenements and a further 60km2 in gold rights across the fertile Spargoville Shear Zone, which hosted the Wattle Dam Gold Mine (Wattle Dam). Mined until 2012, Wattle Dam was one of Australia’s highest- grade gold mines producing ~286,000oz @ 10.1 g/t gold, highlighting the high-grade gold discovery potential. In addition to its gold prospects, the Company’s Spargoville tenements are highly prospective for Kambalda-style komatiite-hosted nickel sulfide and lithium bearing spodumene mineralisation, which the Company has continued to explore during the period. During the period the Company added two new projects, which are prospective for Nickel – Copper - Cobalt - PGE mineralisation. The recently granted Southern Cross tenements comprise a combined area of 678km2, covering two interpreted layered mafic-ultramafic intrusive complexes and are located within the eastern margins of the Yilgarn craton, proximal to the Forrestania and Lake Johnston nickel belts, and close to the well-established mining town of Southern Cross, Western Australia. The Company’s short-term strategy continues to be aimed at building value, by increasing gold resources and expanding the Company’s future development options centred around the existing infrastructure at Wattle Dam, whilst actively advancing greenfield exploration across several prospective nickel and lithium projects. Spargoville Mineral Resources# RESOURCE Update Tonnes Au (g/t) Tonnes Au (g/t) Tonnes Au (g/t) Tonnes Au (g/t) Ounces MEASURED INDICATED INFERRED TOTAL Eagles Nest - Main Zone * Feb - 17 Eagles Nest - FW Zone * Feb - 17 Larkinville ^ 5B Redbackˇ Hilditch Wattle Dam – Stockwork A TOTAL Mar - 17 Nov - 16 Mar - 17 Apr-17 Sept-21 - - - - - - - - - - - - - - - - 150,000 1.84 512,400 1.98 662,400 1.95 41,500 - - 17,500 1.89 17,500 1.89 1,050 112,250 2.91 7,450 4.60 119,700 3.02 11,600 - - - - - - 75,300 3.07 75,300 3.07 7,450 441,200 3.02 441,200 3.02 42,850 132,000 1.77 132,000 1.77 7,500 545,000 1.15 100,000 1.15 645,000 1.15 23,850 807,250 1.52 1,285,850 2.33 2,093,100 2.02 135,800 Note: • # ASX Announcement dated 11/4/2017 titled Maximus achieves major Resource milestone and 30/6//2017, Quarterly Report including table 1 Figures have been rounded and hence may not add up exactly to the given totals. Note that Resources are inclusive of Reserves reported at 0 g/t cut off. * Top cut of 6 g/t has been applied ^ Reported at 1.0 g/t cut off ˇ Reported at 0.5 g/t cut off A ASX Announcement dated 23/9/2021 titled Maiden Mineral Resource - Wattle Dam Stockwork. • • • • • Page 5 Maximus Resources Limited Directors' Report 30 June 2022 ASX Announcements This report contains information extracted from ASX announcements reported in accordance with the 2012 edition of the “Australia Code for Reporting Explorations Results, Mineral Resources and Ore Reserves” (2012 JORC Code). Further details (including 2012 JORC Code reporting tables where applicable) of Mineral Resource Estimates and exploration results can be referenced in the following announcements lodged on the ASX, which are also available at www.maxmusresources.com DATE 5 July 2021 12 July 2021 22 July 2021 29 July 2021 30 July 2021 ANNOUNCEMENT TITLE Geophysics targeting Nickel Sulphides commenced - Hilditch RC drilling commences at Redback Gold Deposit Nickel-Copper-Cobalt Sulphides Intersected at Hilditch West Shallow EM Conductor Identified at Hilditch West Quarterly Activities/Appendix 5B Cash Flow Report 3 August 2021 Insurance Claim Settlement 17 August 2021 $12m Placement with Strategic Investment by Pantoro Limited 26 August 2021 Gold Exploration Update 7 September 2021 Major Geophysics Programme Commences - Central Nickel target 14 September 2021 Arbitration Award 23 September 2021 Maiden Mineral Resource - Wattle Dam Stockwork 27 September 2021 Nickel Sulphides at Hilditch West 15 October 2021 Drilling Commences at Hilditch West Target 9 November 2021 High-Grade Results from Shallow RC at Redback 23 November 2021 Central Nickel Prospect – Priority Conductors Identified 24 November 2021 Exploration Update Hilditch West 1 December 2021 November Investor Presentation 15 December 2021 Visible Gold in Drill Core – Redback EIS Drilling 17 December 2021 AGM Presentation 13 January 2022 New high-grade gold zone confirmed – Redback EIS drilling 28 January 2022 Quarterly Activities/Appendix 5B Cash Flow Report 9 February 2022 Virtual Gold Conference Presentation 23 March 2022 Nickel Mineralisation Identified – Hilditch West 31 March 2022 Exploration Update – Lithium Prospectivity - Spargoville 29 April 2022 Quarterly Activities/Appendix 5B Cash Flow Report 25 May 2022 High-grade gold intersections continue at Wattle Dam Project 7 June 2022 Spargoville Lithium Projects Update 14 June 2022 14 June 2022 Significant shallow gold intersections – Hilditch Gold Investor Presentation 20 July 2022 Quarterly Activity Report For full details, please refer to the announcement as tabled. The Company confirms it is not aware of any new information or data that materially affects the information included in the original market announcement(s), and in the case of estimates of Mineral Resources that all material assumptions and technical parameters underpinning the Page 6 Maximus Resources Limited Directors' Report 30 June 2022 estimates in the relevant announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original announcements. Forward-Looking Statements Caution regarding Forward-Looking Information. This document contains forward-looking statements concerning Maximus Resources Limited. Forward-looking statements are not statements of historical fact and actual events and results may differ materially from those described in the forward-looking statements as a result of a variety of risks, uncertainties and other factors. Forward-looking statements in this document are based on Maximus Resources’ beliefs, opinions and estimates as of the dates the forward-looking statements are made, and no obligation is assumed to update forward-looking statements if these beliefs, opinions or estimates should change or to reflect other future developments. Gold – Wattle Dam Resource Growth Wattle Dam Stockwork Mineral Resource Estimate A Mineral Resource Estimate (MRE) of the Wattle Dam Stockwork was completed for 645 kt @ 1.15 g/t Au for 23,800 oz, increasing the Spargoville global mineral resource ounces by 21% to 2.1 mt @ 2.0 g/t Au for 135,800 oz. A significant proportion of the reported Wattle Dam Stockwork resource is considered amenable to open-cut mining (refer to ASX announcement 23/9/2021). Figure 1 – RC drilling at Wattle Dam Gold Mine Stockwork. The domain of stockwork veining is interpreted to exist immediately west of the mined Wattle Dam high-grade shoot, inclusive of domains of internal waste. The stockwork zone is open to the south and at depth in the southern part of the deposit. At this southern end of the modelled domain, significant intercepts occurring east of this domain are demarcated as the Wattle Dam South prospect. These have not been included in the current Wattle Dam Stockwork MRE and are to Page 7 Maximus Resources Limited Directors' Report 30 June 2022 be drill tested in upcoming drill programmes. Similarly, other opportunities to model discrete remnant mineralisation adjacent/along strike from the mined high-grade shoot at Wattle Dam require further evaluation. WATTLE DAM - REDBACK Redback Gold Deposit (Redback) is located ~600 metres south-southeast of Wattle Dam (Figure 2). Local geology at Redback is like that observed at the Wattle Dam, with a high component of visible gold hosted within altered ultramafic lithologies (komatiite). Figure 2 – Wattle Dam Project – showing Golden Orb location and other gold prospects – Looking North. During the period the Company completed several resource Reverse Circulation (RC) and Diamond drill programmes which form part of Maximus’ near-term strategy aimed at building value by increasing gold resources across the Wattle Dam Project area, leveraging from the existing mine infrastructure at Wattle Dam and potential toll treating at several processing plants located within 100km radius. The completed resource drilling programme, designed to improve the definition of high-grade domains at Redback for a Mineral Resource Estimate (MRE) update, successfully confirmed mineralisation continuity, from surface to ~270m vertical depth. Each drill programme continued to deliver wide, high-grade gold intersections such as 16.3m @ 9.3 g/t Au and 5.8m @ 17.9 g/t Au (RBDD003) which complements previously reported high-grade drill results including: 18m @ 2.3 g/t Au from 230m incl. 4m @ 4.3 g/t Au and 5m @ 2.4 g/t Au (RBDD006W1) 10.0m @ 4.6 g/t Au and 8.0m @ 3.9 g/t Au (RBDD005) • • • 7.3m @ 2.7 g/t Au incl. 4.0m @ 3.7 g/t Au (RBDD007) • 7.0m @ 7.0 g/t Au incl. 1.0m @ 10.2 g/t Au and 2.0m @ 10.2 g/t Au (RBRC019) Gold mineralisation at Redback is interpreted as subparallel and near-vertical domains, largely controlled by porphyry/ultramafic contacts. These occur as laterally continuous eastern and western structures which are connected by linking shears/mineralised domains associated with the margins of interflow sediments. Redback remains open at depth and along strike. (Figure 3) Page 8 Maximus Resources Limited Directors' Report 30 June 2022 Figure 3 – Redback and Wattle Dam longitudinal section showing completed assay results from recent drill programme. During the period the Company was successfully awarded a Western Australian Government Exploration Incentive Scheme (EIS) co-funded drilling grant. Two deep diamond drill holes (RBDD008 and RBDD009) designed to test the down-dip plunge of known mineralisation at Redback were completed in early December 2021. The EIS drill holes intersected wide intervals of heavily altered ultramafics with multiple occurrences of visible gold observed in RBDD008, analogous to those observed at Redback and Wattle Dam. Assays from a selected interval intersected several zones of high-grade gold up to 21.3 g/t Au intersected confirms a significant new target area (Western Contact) with intersections including: • 11.0m @ 3.2 g/t Au from 626m incl 3.0m @ 5.7 g/t Au from 626m, 2.0m @ 4.3 g/t Au from 631m and 1.0m @ 7.1 g/t Au from 636m (RBDD008) • 2.5m @ 6.0 g/t Au from 658.5m incl. 1.0m @ 13.0 g/t Au from 658.5m (RBDD008) Additional drilling was completed at the Redback Western Contact which confirmed interpreted mineralization trend and location, including 5m @ 2.5 g/t Au from 539m incl. 3m @ 3.3 g/t Au, and 1m @ 7.9 g/t Au from 570m (RBDD008W1), opens up a new target area for exploration and materially adds to the Redback mineralised system for future resource growth. WATTLE DAM SOUTH Two diamond holes were completed at the Wattle Dam South mineralised domain, situated below the southern end of the Wattle Dam open cut pit, designed to test for a steeply plunging high-grade shoot. Both holes intersected significantly altered and deformed ultramafics with minor interflow sediments with WDSDD001 intersecting 8.0m @ 2.4 g/t Au incl. 2.0m @ 5.8 g/t Au. WATTLE DAM - GOLDEN ORB TREND The S5 / Golden Orb targets comprise a geological setting analogous to Wattle Dam. Previous drilling passed through the Western Shear Zone and into variably altered and veined ultramafics in the footwall of the shear zone, similar to Wattle Dam. Initial drill programmes at S5 intersected a high-grade gold interval of 3.0m @ 83.3g/t Au from 25m Page 9 Maximus Resources Limited Directors' Report 30 June 2022 (S05AC001) with follow-up drilling intersecting 32m @ 3.2g/t Au from 105m (S05RC007) (ASX:MXR announcement 11 May 2021). During the period, three RC holes (527m total) were drilled into the Golden Orb mineralised domain to confirm legacy drilling intersecting 6m @ 8.8 g/t Au from 198m incl. 3m @ 14.2 g/t Au (GORC058) occurring adjacent to the Western Shear Zone analogous to the drilling of the S5 prospect (ASX:MXR Announcement 11 May 2021). The new intersection in hole GORC058 occurs outside the previously interpreted broad mineralised zone and indicates potential for a steeply dipping high-grade shoot at Golden Orb (Figure 2). A drill programme to further test the Golden Orb trend is underway. Gold – Regional Exploration HILDITCH GOLD PROJECT- DRILL PROGRAMME A total of 15 Reverse Circulation (RC) holes (1,852m) and 1 diamond drill hole (301m) were drilled at the Hilditch Gold Project (Hilditch). The aim of the first pass drill programme was to incrementally extend the small resource at Hilditch which currently comprises a JORC 2012 Inferred resource of 132,000 t @ 1.77 g/t Au for 7,511 oz of gold (ASX:MXR announcement - 11 April 2017). Regionally, Hilditch is located on the Spargoville Shear zone and proximal to Karora Resources (TSX:KRR) operating Spargo Reward mine (Figures 4), with a reported resource of 1Mt @ 3.0 g/t Au for 105,000 oz of gold (TSX:KRR presentation 16 May 2022). Figure 4 – Hilditch Gold Location map. Local geology at Hilditch includes a sequence of felsic volcaniclastic rocks characterised by weak to moderate fuchsite alteration, pegmatite intrusives, and mafic and ultramafic lithologies. Minor interflow sediments are observed within a mafic and ultramafic sequence, similar to that observed at Wattle Dam ~9km south along the Spargoville Shear zone. Hilditch’s first-pass drill programme (Figure 5) defined shallow zones of broad gold mineralisation which included: • 7m @ 7.9 g/t Au from 51m, incl. 2m @ 16.9 g/t from 52m (HGRC019) • 7m @ 3.7 g/t Au from 11m, Incl. 1m @ 18.6 g/t from 16m (HGRC024) Page 10 Maximus Resources Limited Directors' Report 30 June 2022 • 6m @ 3.4 g/t Au from 30m, Incl. 2m @ 8.1 g/t from 34m (HGRC023) • 2m @ 4.3 g/t Au from 70m, 4m @ 2.1 g/t Au from 79m and 8m @ 1.9 g/t Au from 172m, Incl. 1m @ 6.2 g/t from 172m (HGRC015) 18m @ 0.8 g/t Au from 41m, and 2m @ 1.3 g/t from 94m (HGRC013) • • 5m @ 1.8 g/t from 37m (HGRC017) A significant amount of strike at Hilditch is yet to be tested with legacy RAB drilling less than ~20m depth on average. The completed drill programme greatly improves the prospectivity of Hilditch and provides context for planning future exploration programmes. Figure 5 – Hilditch Gold Prospect – Plan view. Nickel – Regional Exploration HILDITCH WEST During the period the Company successfully intersected shallow, highly anomalous nickel-copper-cobalt and scandium mineralisation in zones of alteration along ~1km structure. Deeper drilling intersected ultramafics which supports the geological model for nickel to be remobilised from ultramafics deeper in the stratigraphy. Several mineralised zones were identified with significant Nickel-Copper-Cobalt intersections including (Figure 6): • 5m @ 1.2% Ni, 0.23% Cu, 0.08% Co from 43m, 2m @ 1.5% Ni, 0.03% Co from 87m, and 19m @ 0.4% Ni, 0.1% Cu, 2.4g/t Ag from 107m (HWRC004) 12m @ 0.5% Ni, 0.06% Co from 18m; incl. 2m @ 0.8% Ni, 0.2% Cu, 0.06% Co from 21m (HWRC003) • Page 11 • 5m @ 0.9% Ni, 0.03% Co, 0.05% Cu from 42m; incl. 2m @ 1.1% Ni, 0.03% Co, 0.05% Cu and 9m @ 0.6% Ni, 0.03% Co from 49m; incl. 4m @ 0.8% Ni, 0.05% Co and 0.02% Cu and 11m @ 0.4% Ni from 95m (HWRC016) Drill programmes also included two Diamond Drill holes (HWDD002 & 003) for 490m which were completed under the EIS round 24 co-funding grant (50% of drilling costs being covered by the grant). Maximus Resources Limited Directors' Report 30 June 2022 Figure 6 – Hilditch West nickel prospect – plan view of intercepts including previously reported 2021 drilling. Abundant intense fuchsite alteration (Figure 7) in the metasedimentary units supports the geological model for Hilditch West. The intersection of the district scale shear zone (fuchsite altered) and sulfidic metasedimentary rocks are a likely setting for nickel sulfide and nickel-arsenic sulfide deposition (ASX:MXR announcement 27 September 2021) potentially analogous to the mechanism for gold deposition at Hilditch Gold to the SSE along this structural corridor. Figure 7 – Intense Fuchsite alteration with pyrite in HWDD002 at 179.7m Page 12 Maximus Resources Limited Directors' Report 30 June 2022 Disseminated sulfide mineralogy has been confirmed by petrography (ASX:MXR announcement 27 September 2021) comprising pentlandite (nickel sulfide), nickeliferous pyrite (iron sulfide containing nickel), gersdorffite (nickel arsenic sulfide), pyrrhotite (iron sulfide that can contain minor nickel), sphalerite (zinc sulfide), chalcopyrite and covellite (copper sulfides). CENTRAL NICKEL PROSPECT The prospective area between historic nickel mines at Andrews Shaft, 1A, and 5A (ASX:ESR) was the focus of a comprehensive fixed-loop electromagnetic (FLEM) geophysics survey at the Central prospect area (Figure 8). Two shallow priority late time conductors 2200N (8,750 Siemens) and Sully (16,000 Siemens) were identified for drill testing (Figure 9). Figure 8 (left)- Geological map of the Central and Andrews Shaft West area illustrating modelled conductors (plates). Figure 9 (right)- Geological map of the Central EM target plates (labelled with model conductance in Siemens) with gridded Ch40 Residual FLEM data. Locations of the two diamond holes CNDD001 & 002 as illustrated. 2200N target is located within a cluster of conductors (Figure 9) and is coincident with an elongated magnetic anomaly. 2200N occurs within the host ultramafic sequence. Drilling of diamond hole CNDD001 to 368.9m effectively tested this EM plate, finding ultramafic-hosted irregular vein-like pyrrhotite and metasediment-hosted concentrations of massive/semi-massive pyrrhotite coincident with the plate. The Sully target is located proximal to the Karramindie Shear Zone, adjacent to ultramafics, and has a significantly high conductance of 16,000 Siemens (Figure 9). CNDD002 was drilled to 387.4m and intersected metasediment-hosted concentrations of massive/semi-massive pyrrhotite coincident with the anticipated plate intersection. Southern Cross Projects - New Exploration Ni–Cu-Co-PGE Growth Front During the June 2022 Quarter, the Company added a new exploration growth front, potentially offering two Nickel – Copper - Cobalt - PGE (Platinum Group Elements) projects. These comprise the Jilbadji and Karalee projects located near Southern Cross, Western Australia, which cover two interpreted layered mafic-ultramafic intrusive complexes. Page 13 The Southern Cross tenement package consists of the Jilbadji target (E63/2147, E63/2148) and the Karalee target (E77/2889, E15/1849) comprising a combined area of 678km2. The projects are located within the eastern margins of the Yilgarn craton and are proximal to the Forrestania and Lake Johnston nickel belts, and close to the well-established mining town of Southern Cross, Western Australia (Figure 10). Maximus Resources Limited Directors' Report 30 June 2022 Figure 10 – Location of Southern Cross Projects Jilbadji and the Karalee targets. The map highlights all known Nickel occurrences (orange) and Lithium occurrences (purple). The projects are located between Poseidon Nickel’s (ASX:POS) Maggie Hays/Emily Ann Nickel operations and Western Areas (ASX:WSA) Operations including Flying Fox and Spotted Quoll. The Jilbadji target is located ~25km from the globally significant Mt Holland Lithium Project (ASX:WES / SQM JV)(Figure 10). The Southern Cross Projects will provide the Company with further exposure to the growing demand for nickel, copper and PGE, opening up a new exploration and growth pathway alongside the Company’s existing gold, nickel and lithium portfolio near Kambalda. The Jilbadji and Karalee targets have distinctive circular/arcuate magnetic features with coincidental gravity highs. Regional geology mapping does not explain the coincident magnetic and gravity features (Figure 10). A review of limited historical exploration data, along with the interpretation of existing geophysical datasets, supports the interpretation of a prospective mafic-ultramafic intrusive geological setting at both projects. The addition of these exciting new Ni-Cu-Co-PGE projects to Maximus’ exploration portfolio provides a low-cost and highly prospective entry point for the Company with significant exposure to battery metals markets. Both projects are well located, and the Company is focused on defining areas of significant mineralisation, to advance these projects rapidly and effectively together with our continuing development strategy at Spargoville. The circular magnetic features at both Karalee and Jilbadji (Figure 11) targets are interpreted to be mafic/ultramafic intrusions. The area has experienced limited exploration attention due to the presence of transported cover and regional geology indicating that the area is dominated by granitic rocks. Shallow drilling at Karalee intersected mafic rocks, highlighting the potential for the feature to be mafic/ultramafic intrusions or assimilated greenstones. Page 14 Maximus Resources Limited Directors' Report 30 June 2022 The circular and arcuate features with discrete magnetic bands are suggestive of layered intrusives. Layered mafic intrusions are prospective for Ni-Cu-Co-PGE deposits and have seen renewed exploration focus in Western Australia with discoveries including Nova-Bollinger (ASX:IGO), Julimar (ASX:CHN), and at the Savannah Nickel Mine (ASX:PAN) in the Kimberley’s. The potential for exceptionally valuable intrusion-style deposits such as these is being unlocked with modern exploration techniques, which Maximus plans to execute across the Southern Cross project. The observed gravity anomaly is also consistent with mafic/ultramafic intrusives. Note the gravity response of the Jilbadji and Karalee targets in comparison with known greenstone belts to the west and east (Figure 11). Figure 11 – Composite magnetics (greyscale detail) and gravity (coloured overlay) map of the Southern Cross region. The four new MXR tenements are shown as white polygons. Location of Southern Cross Project tenements (inset) – displaying MXR tenements only, for clarity. Page 15 Maximus Resources Limited Directors' Report 30 June 2022 The Company was awarded an EIS co-funded drilling grant (up to $90,000) for the reconnaissance reverse circulation (RC) drilling at the Jilbadji prospect area. The purpose of the EIS co-fund drilling is to determine the geological setting and provide an understanding of the magnetic and gravity anomalies through a traverse of wide-spaced holes that will trace the peak magnetic and gravity responses. Lithium – Regional Exploration Maximus holds a significant tenement position (Figure 12) within the world-class Southern Yilgarn Li-Cs-Ta Province which hosts several lithium projects including, Liontown Resources Limited (ASX:LTR) Buldania Lithium Project, Essential Minerals Limited’s (ASX:ESS) Pioneer Dome lithium Project and, the Bald Hill Lithium Mine which are located ~20kms south of the Mt Marion lithium mine, operated by Mineral Resources Limited (ASX:MIN), with a Mineral Resource of 71.3Mt at 1.37% Li2O (ASX:MIN announcement 31 October 2018). Legacy lithium exploration programmes across the Spargoville tenements have been limited to discrete parts of the Lefroy and Larkinville lithium prospects, which included sampling of outcropping pegmatites and the re-sampling of legacy RC drill cuttings at the Lefroy prospect. Maximus engaged specialist consultants CSA Global to review legacy and current geological data and assist in progressing lithium exploration across the Company’s Spargoville tenements, which has had limited exploration for spodumene-bearing pegmatites. The external review focused on the Potassium/Rubidium (K/Rb) ratio, which is widely used to evaluate the fractionation state and mineralisation potential of pegmatites, with spodumene-bearing pegmatites typically having a ratio ranging from 5 – 40 K/Rb. The review confirmed that the majority of the Lefroy and Larkinville Project pegmatites have moderate to strong fractionation characteristics, supported by elevated values for lithium, rubidium and caesium confirming they belong to the rare-element Lithium-Caesium-Tantalum (LCT) subtype. Figure 12– Maximus Resources Lithium prospects location map with significant deposits in the region. LARKINVILLE LITHIUM PROSPECT Page 16 Maximus Resources Limited Directors' Report 30 June 2022 The Larkinville Lithium Prospect (75% Maximus) is located approximately ~15km south of the Company’s Lefroy Lithium Prospect (west of the Larkinville Gold deposit) and is surrounded by Marquee Resources’ West Spargoville Project. The external review confirmed that Larkinville pegmatites are prospective zoned LCT type pegmatites, that are strongly fractionated with elevated Lithium values up to 5.29% Li2O and 2.93% Rb (ASX: MXR announcement 31 March 2022). Supplementary rock samples from the north of the tenement confirm elevated lithium occurrences up to 2.7% Li2O in several recent samples including: GDA East GDA North Sample ID Li2O % Cs (ppm) Nb (ppm) Rb (ppm) Ta (ppm) 353694 353697 353697 353687 353693 6523149 6523148 6523134 6523133 6523154 SL1628 SL1629 SL1630 SL1631 SL1637 1.4 0.9 2.0 2.7 0.6 2340 1760 3230 4170 1030 83 36 51 50 84 8,870 7,570 11,650 17,250 5,400 66.7 43.7 67.4 71.4 120.5 Table 1 – Larkinville rock samples X-ray diffraction (XRD) analysis of the rock samples indicates multiple micas present with muscovite, lepidolite, polylithionite and possible tainiolite. The K/Rb data indicates the pegmatites are moderate to strongly fractionated. These observations, plus elevated lithium in surface samples, support drill testing of these pegmatites. LEFROY LITHIUM PROSPECT The Lefroy Lithium Prospect (100% MXR) is located ~20km south of the Mineral Resources Limited (ASX: MIN) Mt Marion Lithium JV operation. The external review indicated that the outcropping pegmatites across the Lefroy Lithium Prospect have characteristics (K/Rb ratio) of LCT pegmatites. The sample results for the northern pegmatite zones indicate variable fractionation using the K/Rb ratio, while the southern pegmatites are strongly fractionated with low K/Rb ratios (4-15) indicating the potential for domains of zonation lithium enrichment within the pegmatite intrusions. XRD analyses of rock chips from the Lefroy Lithium Project (southern pegmatite) area was completed to confirm sample mineralogy, validating field observations of lepidolite and other lithium-bearing micas such as polylithionite present. Royalties Flushing Meadows – Western Australia - Gold The Yandal Project (also known as Flushing Meadows) is currently being progressed by Yandal Resources Ltd, formally Orex Mining Pty Ltd (Orex) and is proposing to develop the Flushing Meadows gold project in which Maximus retains a $40 per ounce royalty interest. The royalty obligation by Yandal Resources to Maximus is: a) $40 per ounce on the first 50,000 ounces of gold from the tenement area. Yandal (formally held by Orex) must prepay the first $200,000 of royalties (representing the first 5,000 ounces of gold production) upon commencement of gold production from all or any part of the tenement area; and b) $20 per ounce for gold in excess of 50,000 ounces and less than 150,000 ounces in respect of gold from the tenement area. Additionally, there is a 3% net smelter return royalty for any gold by-product or co-product from the tenement area. The royalty is satisfied once there is 150,000 ounces of gold produced from any part of the tenement area and is capped at $4,000,000. Bird in Hand Gold Project - South Australia - Gold The Company retains entitlement to two contingent $1 million payments (totaling $2 million) plus a gold production royalty in accordance with the Bird in Hand Sale Agreement with Terramin Australia Limited (Terramin). The first payment is due upon the environmental approval to mine (PEPR) from the South Australian Department for Energy and Mining, and the second payment is payable on the commencement of bullion production from the site. Maximus also Page 17 Maximus Resources Limited Directors' Report 30 June 2022 retains a 0.5% gross royalty on gold produced in excess of 50,000 ounces mined. The Bird in Hand Gold Project has a resource base of 588,000 tonnes at 13.3g/t for 252,000 ounces of gold. Terramin announced that the Mining Lease Application (MLA) has been submitted to the South Australian Department for Energy and Mining for the Bird-in-Hand Gold Project and is currently under consideration for approval. Canegrass Project – Western Australia - Vanadium Maximus Resources is entitled to a 2% Net Smelter Return (NSR) for all minerals produced from the Canegrass Project. Discovered by Maximus, the current JORC (2012) Vanadium Mineral Resource Estimate is 79 Mt @ 0.64% V 2O5. The Project is ~15km from Windimurra Vanadium operations and is currently owned by Flinders Mines (ASX:FMS). CORPORATE HIGHLIGHTS During the year, the Company completed a placement raising $12 million before costs. The placement was completed via 2 tranches with the second tranche approved by shareholders at a General Meeting of the Company 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 was issued on 15 October 2021 raising $11,171,601 before costs. The placement included the introduction of Pantoro Limited (ASX:PNR) (Pantoro) as a cornerstone investor. Following the tranche 2 allocation Pantoro holds 19.9% of the share capital of the Company. On completion of the second tranche, the Company appointed Pantoro representatives Mr Paul Cmrlec as a Non-executive director and Mr Scott Huffadine, as his alternative Non-Executive Director. During the year, the Company also completed the following issue of securities which were approved at a General Meeting held on 8 October 2021: • On 18 October 2021, 12,000,000 unlisted options with an exercise price of $0.085 expiring on 31 October 2024 were issued to Petra Capital Pty Ltd for broking services. • On 29 October 2021, 6,299,542 listed options with an exercise price of $0.11 expiring on 6 January 2023 were issued to shareholders who participated in a placement on 21 April 2021. • On 29 October 2021, 4,000,000 listed options with an exercise price of $0.11 expiring on 6 January 2023 were issued to GTT Ventures Pty Ltd for broking services relating to a placement completed on 21 April 2021. • On 13 October 2021, 625,000 ordinary shares were issued at a price of $0.08 per share, raising $50,000 before costs. The shares were issued to the directors who agreed to be subscribed to shares in April 2021. The General Meeting on 8 October 2021 also ratified a pro-rata offer of securities to optionholders of the MXROD Class (MXROD) at an issue price of $0.003 per Option to subscribe to one new option with an exercise price of $0.11 expiring on 6 January 2023. The opening date for the offer was 1 December 2021. The pro-rata offer closed on 30 December 2021 and the Company received applications for 34,346,639 options raising $103,039 before costs. The shortfall of 4,019,794 options arising from the offer was fully subscribed raising $12,059 before costs. The 38,366,433 options were issued on 7 January 2022 comprising the MXROE Class. During January 2022 MXROD options holders exercised the following options: • 6 January 2022 1 option, resulting in 1 ordinary share being issued raising $0.11 before costs. • 7 January 2022 37,491 options resulting in 37,491 ordinary shares being issued raising $4,124 before costs. On 7 January 2022, 38,324,941 MXROD listed options expired in accordance with their issued terms On 8 January 2022, 1,000,000 unlisted options of the MXRAL Class expired in accordance with their issued terms. The options On 28 January 2022, a MXROE optionholder exercised 244 options, resulting in 244 ordinary shares being issued, raising $26 before costs. Page 18 Maximus Resources Limited Directors' Report 30 June 2022 During the year, Tim Wither and Travis Murphy’s milestone 1 incentive and performance rights vested resulting in 500,000 fully paid ordinary shares being issued to Mr Wither on 12 August 2021 and 175,500 fully paid ordinary shares being issued to Mr Murphy on 12 October 2021. On 30 June 2022 2,000,000 Performance Rights held by Tim Wither were forfeited as they did not meet the vesting conditions and a further 994,500 Performance Rights held by Travis Murphy were forfeited following cessation of employment with the Company. During July 2021, Maximus completed discussions with its insurers regarding a claim relating to plant failure at the Burbanks Processing Plant (Burbanks). The Group received $390,000 in respect of its claim net of excess and costs in early August 2021. The Company’s wholly owned subsidiary, Eastern Goldfields Milling Services Pty Ltd (EGMS) was able to finalise the ongoing dispute with Empire Resources Limited (Empire) during September 2021. This Arbitration process commenced during the 2019 financial year to determine a final amount payable for a recovered gold reconciliation relating to Burbanks. The Arbitration hearing finished in March 2021, with the Arbitrator providing a partial award in May 2021. Based on the Arbitration outcome, a confidential settlement payment to EGMS was received relating to the recovery of arbitration costs and ending the dispute with Empire. 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 There have been no significant changes in the above state of affairs from the 2021 financial year to the 2022 financial year. Events arising since the end of the reporting period 4. On 12 August 2022 1,000,000 Incentive Rights vested resulting in 1,000,000 ordinary shares being issued on 10 August 2022. 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 Company’s focus is at the Spargoville Projects, located 20km from Kambalda, Western Australia’s premier gold and nickel mining district. The Company holds 48 sq km of tenements and a further 60 sq km in gold rights across the fertile Spargoville Shear Zone, which hosted the Wattle Dam Gold Mine (Wattle Dam). Mined until 2012, Wattle Dam was one of Australia’s highest-grade gold mines producing ~286,000oz @ 10.1g/t gold. In addition to its gold prospects, the Company’s Spargoville tenements are highly prospective for Kambalda-style komatiite-hosted nickel sulfide and lithium bearing spodumene mineralisation, which the Company has continue to progress exploration activities during the period. During the period the Company has added a two new projects, , which are prospective for Nickel – Copper - Cobalt - PGE mineralisation. The recently granted Southern Cross tenement comprise a combined area of 678km2, covering two interpreted layered mafic-ultramafic intrusive complexes and are located within the eastern margins of the Yilgarn craton, proximal to the Forrestania and Lake Johnston nickel belts, and close to the well-established mining town of Southern Cross, Western Australia. The Company’s short-term strategy continues to be aimed at building value, by increasing gold resources and expanding the Company’s future development options centred around the existing underground infrastructure at Wattle Dam, whilst actively advancing greenfield exploration across several exciting nickel and lithium prospects. 6. Environmental regulation The Group’s operations are subject to significant environmental regulation under both Commonwealth and State Page 19 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. Maximus Resources Limited Directors' Report 30 June 2022 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 Member of the Remuneration 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. Current Listed Directorships Mako Gold Limited (Appointed October 2020) Sarama Resources Limited (Appointed June 2020) Bellavista Resources Limited (Appointed November 2021) Past Listed Directorships (last 3 years): Canyon Resources Limited (Appointed January 2019 to August 2022) 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 Page 20 Maximus Resources Limited Directors' Report 30 June 2022 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 Chair of the Remuneration Committee 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 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 Member of the Remuneration 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) Page 21 Maximus Resources Limited Directors' Report 30 June 2022 Paul Cmrlec B.Eng - Non executive Director Appointed - Appointed 18 October 2021 Special responsibilities Member of the Remuneration Committee Experience & expertise Mr Cmrlec holds a Bachelor of Mining Engineering degree with Honours from the University of South Australia. He has more than 20 years experience in corporate and operational management of mining companies. Paul has held a number of operational and planning roles with several companies and was previously the Group Underground Mining Engineer for Harmony Gold Australia and the Group Mining Engineer for Metals X Limited. In addition to operational mining roles, Mr Cmrlec’s experience includes the general management of major feasibility studies for the Wafi Copper- Gold deposit in Papua New Guinea, and the Wingellina Nickel-Cobalt deposit in the Central Musgraves region of Western Australia. Current Listed Directorships Pantoro Limited (Appointed 1 October 2010) Past Listed Directorships (last 3 years): Nil Scott Huffadine BSc Eng – Alternate Director (P Cmrlec) Appointed - Appointed 18 October 2021 Special responsibilities Alternate Director – P Cmrlec Experience & expertise Mr Huffadine holds a Bachelor of Science with Honours. Mr Huffadine is a geologist with more than 20 years’ experience in the resource industry, specifically project management, geology and executive management. Mr Huffadine has held several key management positions ranging from operational start-ups involving open pit and underground mining projects, through to large integrated operations in gold and base metals. He was previously Managing Director of Kingrose Mining Limited, and Executive Director of Metals X Limited and Managing Director of Westgold Resources Limited. Current Listed Directorships Pantoro Limited (Appointed 15 March 2016) Kingfisher Mining Limited (Appointed 9 December 2020) Past Listed Directorships (last 3 years): Nil 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 facilitates workshops for the CA Program which covers risk, strategy, finance, analysis, corporate governance, corporate social responsibility and ethics. Page 22 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 2022, and the number of meetings attended by each director were: Maximus Resources Limited Directors' Report 30 June 2022 Director name Steven Zaninovich Timothy Wither Gerard Anderson Martin Janes Paul Cmrlec (Appointed 18 October 2021) Indemnification and insurance of officers Director Meetings Attended Held While Director Audit, Risk & Corporate Governance Committee Meetings Attended Held While Director 7 7 7 7 5 6 7 7 7 5 3 3 3 3 - 3 3 3 3 - 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. 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 2022 was $6,700 (2021: $5,800). Page 23 Maximus Resources Limited Directors' Report 30 June 2022 Share options As at 30 June 2022 there were 60,665,731 (2021: 39,366,433) unissued ordinary shares under options. During the year 37,736 shares were issued as a result of exercise of options (2021: 1,311,934). 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 Key management personnel B Remuneration Policy D Details of remuneration E Employment Contracts F Service agreements G Share based compensation H Shareholding of key management personnel I- 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 Position Period position was held during the year Steven Zaninovich Independent Non-Executive Director, Chair Full Year Gerard Anderson Independent Non-Executive Director Full Year Martin Janes Independent Non-Executive Director Full Year Paul Cmrlec Non-Executive Director Appointed 18 October 2021 Scott Huffadine Alternate Director – P Cmrlec Appointed 18 October 2021 Executive Directors Position Timothy Wither Managing Director Full Year Executives Position Rajita Alwis Company Secretary Travis Murphy Chief Geologist Full Year Full Year Individuals above are considered key management personnel as they meet the definition being identified as KMP. In particular personnel other than Directors have authority and responsibility, whether directly or indirectly, for the planning, operations and strategic direction of the Group’s activities and operations. Page 24 Maximus Resources Limited Directors' Report 30 June 2022 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 outlined below: 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 was set at $300,000 per annum in October 2006 and remains at that same level. Directors may apportion any amount up to this maximum amount 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, Mr Tim Wither, 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. 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 $86,640. Mr Murphy resigned effective 30 June 2022. 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 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 have been 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 2022. Page 25 Maximus Resources Limited Directors' Report 30 June 2022 C. Details of Remuneration 2022 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* 50,000 $ $ - $ - $ - Timothy Wither - 268,750 12,058 26,875 Gerard Anderson** 45,455 Martin Janes* Paul Cmrlec** Scott Huffadine** Rajita Alwis 50,000 16,098 16,098 86,640 - - - - - - - - 4,545 - 1,610 1,610 - Travis Murphy*** - 195,000 9,975 19,500 Total 264,291 463,750 22,033 54,140 $ $ - - - - - - - - - - - - - - - - $ - $ 50,000 276,044 583,727 - - - - 50,000 50,000 17,708 17,708 86,640 (17,797) 206,678 258,247 1,062,461 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 $86,640. *As at 30 June 2022, non-executive director fees of $4,167 were unpaid. **As at 30 June 2022, non-executive director fees of $2,084 were unpaid. Mr Cmrlec was appointed as a director on 18 October 2021. Mr Huffadine was appointed as an Alternate Director to Mr Cmrlec on 18 October 2021. ***Incentive Rights did not vest due to failure to satisfy service conditions 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** Kevin Malaxos Rajita Alwis 50,000 25,897 71,387 - - - - - - - - - - - - Travis Murphy - 146,250 10,688 13,894 Total 245,671 368,696 26,611 35,026 $ $ - - - - - - - - - - - - - - - - $ - $ 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 $8,333.33 were unpaid. Page 26 Maximus Resources Limited Directors' Report 30 June 2022 The relative proportions of remuneration that fixed and those that are at risk are as follows: Name At risk - STI* At risk - STI* At risk - LTI** At risk – LTI** 2022 2021 2022 2021 % - - % - - % 47 - % 37 17 Timothy Wither Travis Murphy *Short-term incentives (STI) include cash incentive payments (bonuses) linked to company and/or individual performance. **Long-term incentive (LTI) includes equity grants issued via the Company’s Employee Incentive Option and Performance Rights Plan. This plan is designed to provide long term incentives for executives to deliver long term shareholder returns. 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. 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. The table below show a reconciliation of all Incentive and Performance Rights held by KMP at the beginning and end of the period, reflecting the overall exposure of each KMP to the Company’s performance and share value. It also shows the amount of distributions received during the period. Other changes show forfeited and cancelled rights. KMP Type Held at 1 July 2021 Granted during the year Vested Other changes Held at 30 June 2022 Tim Wither Incentive Rights 2,500,000 - (500,000) - 2,000,000 Performance Rights - 4,000,000 - (2,000,000) 2,000,000 Travis Murphy Incentive Rights 1,170,000 - (175,500) (994,500) - Page 27 Maximus Resources Limited Directors' Report 30 June 2022 Fair value of Rights Incentive Rights The Fair Value of the Incentive Rights were valued on the basis that the one incentive rights has the same value as one ordinary share. The Board then makes a determination annually as to the probability of the rights vesting. The Rights with an assessed probability of greater than 50% are recognized in the accounts. The Rights with an assessed probability of less than 50% have not been recognized in the accounts. The fair value of such Incentive rights is amortised and disclosed as part of remuneration on a straight-line basis over the vesting period. The Vesting Conditions for the Incentive Rights are as follows: • • • Tranche 1 Rights will vest on the first anniversary of employment with the Company; Tranche 2 Rights will vest on the second anniversary of employment with the Company; and Tranche 3 Rights will vest on the date the Company’s directors resolve (in their discretion), the Company has advanced a project to initial gold production and the employee is still employed with the Company. The key inputs to determine the fair value of the Incentive Right is as follows: KMP Type No. or Rights Grant Date Vesting Date Expiry date Share price at Grant Date Fair Value Tim Wither Tranche 1 500,000 14 October 2020 10 August 2021 10 August 2021 $0.175 $87,500 Tranche 2 1,000,000 14 October 2020 10 August 2022 10 August 2022 $0.175 $175,000 Tranche 3 1,000,000 14 October 2020 Variable Variable $0.175 $175,000 Travis Murphy Tranche 1 175,500 21 April 2021 1 October 2021 1 October 2021 $0.096 $16,848 Tranche 2 409,500 21 April 2021 1 October 2022 1 October 2022 $0.096 $39,3121 Tranche 3 585,000 21 April 2021 Variable Variable 0.096 $56,160 Performance Rights The Performance Rights were independently valued under the Monte Carlo method. This is considered the most appropriate valuation method due to the consideration of market based conditions influencing the vesting of the performance rights. The fair value of such Performance Rights is amortised and disclosed as part of remuneration on a straight-line basis over the vesting period. The Rights are subject to the following vesting conditions: Tranche 1: 2,000,000 Performance Rights The Holder (or if the Holder is a nominee of a person, that person) must remain an Eligible Participant until 30 June 2022. o 1,000,000 Performance Rights will vest conditional upon the Company achieving a TSR of 15% or more at the end of the performance period. o Up to 1,000,000 Performance Rights will vest in accordance to the Relative TSR Performance** conditions as detailed under the Total Shareholder Return section. Tranche 2: 2,000,000 Performance Rights The Holder (or if the Holder is a nominee of a person, that person) must remain an Eligible Participant until 30 June 2023. o 1,000,000 Performance Rights will vest conditional upon the Company achieving a TSR of 15% or more at the end of the performance period. o Up to 1,000,000 Performance Rights will vest in accordance to the Relative TSR Performance** conditions as detailed under the Total Shareholder Return section. Page 28 Maximus Resources Limited Directors' Report 30 June 2022 * Total Shareholder Return (TSR) Total Shareholder Return (TSR) is the percentage growth in shareholder value from holding Shares over the relevant Performance Periods, calculated as follows: TSR = ((B-A) + C) / A A = the Market Value of the Shares at the start of the Performance Period; B = the Market Value of the Shares at the end of each Performance Period; C = the aggregate dividend amount per Share paid during the Performance Period; • • • • Market Value is calculated as the 20-day volume weighted average market price of the Shares on the ASX ending on the day prior to the start or end of the Performance Period, as applicable. • Performance Period means: For Tranche 1: 1 July 2021 to 30 June 2022, and for Tranche 2: 1 July 2022 to 30 June 2023. **The Relative TSR performance condition measures the Company’s ability to deliver superior shareholder returns relative to its peer companies by comparing the TSR performance of the Company against the performance of the S&P/ASX 300 Metals and Mining (Industry) - Market Index (ASX:XXM). The vesting schedule for the Relative TSR measure is as follows: Relative TSR Performance Below Index Equal to the Index % Contribution to the Number of Employee Performance Rightss to Vest 0% 50% Above Index and below 15% above the Index Pro-rata from 50% to 100% 15% above the Index 100% The key inputs to determine the fair value of the Performance Rights is as follows: KMP Type No. or Rights Grant Date Vesting Date Expiry date Volatility Discount rate Fair Value Share Price at Grant Date Tim Wither Tranche 1 1,000,000 17 December 2021 30 June 2022 30 June 2022 $0.070 86.5% 2.94% $39,559 Tranche 2 1,000,000 17 December 2021 30 June 2022 30 June 2022 $0.070 86.5% 2.94% $54,161 Tranche 1 1,000,000 17 December 2021 30 June 2023 30 June 2023 $0.070 86.5% 2.94% $45,893 Tranche 2 1,000,000 17 December 2021 30 June 2023 30 June 2023 $0.070 86.5% 2.94% $50,942 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. Ordinary shares 2022 Name Steven Zaninovich Timothy Wither Gerard Anderson Martin Janes Paul Cmrlec* Scott Huffadine* Balance as the start of the year Received as compensation Acquired / disposed Other Balance at the end of the year 210,526 - 250,000 210,526 500,000 - 555,156 926,316 - - - - - 125,000 250,000 63,254,972 63,254,972 - - - - 460,526 710,526 680,156 1,176,316 63,254,972 63,254,972 Page 29 *Appointed 18 October 2021. Shares are held in Pantoro Ltd (ASX:PNR) 2021 Name Steven Zaninovich* Timothy Wither** Gerard Anderson Martin Janes Kevin Malaxos*** *Appointed 13 July 2020 **Appointed 10 August 2020 ***Resigned 30 November 2020 1. Options 2022 Name Steve Zaninovich Gerard Anderson Martin Janes Balance as the start of the year - - 28,840 400,000 217,392 Balance as the start of the year - 4,807 - Maximus Resources Limited Directors' Report 30 June 2022 Received as compensation Acquired / disposed Other 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) - Received as compensation Acquired / disposed Ceased Balance at the end of the year - - - 83,334* - 83,334 41,667* (4,807) 41,667 83,334* - 83,334 The options are quoted on the ASX and carry no dividend or voting rights. The options were acquired as Messrs. Zaninvoich, Anderson and Janes participated in a Placement Entitlement Issue in April 2021 which included a 1 for 3 free attaching option to all placement holders. 2021 Name 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 to all placement holders. I Transactions with key management personnel During the year ending 30 June 2022 the following were transactions with related parties: • The Company completed a 2 tranche placement to raise $12M before costs during the financial year. Pantoro Ltd (ASX:PNR) participated in the placement and acquired 63,254,972 ordinary shares for $4,301,338. The Company issued 3,960,530 shares on 25 August 2021 and 59,294,442 shares on 15 October 2021. Mr Cmrlec is the Managing Director of Pantoro Ltd. Mr Huffadine is an Executive Director of Pantoro Ltd. During the year ending 30 June 2021 there were no transactions with related parties. END OF AUDITED REMUNERATION REPORT Page 30 Maximus Resources Limited Directors' Report 30 June 2022 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 32. This report is signed and dated in Adelaide on this 29th day of September 2022 and made in accordance with a resolution of the directors. Tim Wither Managing Director Page 31 Grant Thornton Audit Pty Ltd Grant Thornton House Level 3 170 Frome Street Adelaide SA 5000 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 2022, I declare that, to the best of my knowledge and belief, there have been: 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. GRANT THORNTON AUDIT PTY LTD Chartered Accountants B K Wundersitz Partner – Audit & Assurance Adelaide, 29 September 2022 www.grantthornton.com.au ACN-130 913 594 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. ‘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 Limited 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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation. #8360384v1w Maximus Resources Limited Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2022 Consolidated 30 June 2022 $ 30 June 2021 $ Notes Other income Other income Expenses Compliance expenses Consulting expenses Depreciation 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 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 3 4 4 4 12 4 4 5 21 474,028 127,808 (276,591) (158,375) (4,509) (525,033) (124,845) (78,508) (6) (258,247) (19,597) (104,953) (202,343) (140,037) (2,767) (430,621) (412,750) (96,688) (120) (185,601) (10,765) (52,010) (1,076,636) - (1,405,894) - (1,076,636) (1,405,894) - - (1,076,636) (1,405,894) Cents Cents (0.402) (1.228) This statement should be read in conjunction with the notes to the financial statements. Page 33 Maximus Resources Limited Consolidated statement of financial position For the year ended 30 June 2022 Notes Consolidated 30 June 2022 $ 30 June 2021 $ 6 7 8 9 10 11 12 13 7,145,660 30,048 80,170 1,327,795 49,065 78,343 7,255,878 1,455,203 182,704 10,485,555 68,099 6,113,693 10,668,259 6,181,792 17,924,137 7,636,995 272,222 62,198 566,110 42,788 334,420 608,898 334,420 608,898 17,589,718 7,028,097 56,138,939 1,099,060 (39,648,281) 17,589,718 45,369,857 1,739,342 (40,081,102) 7,028,097 ASSETS Current assets Cash and cash equivalents Trade and other receivables Prepayments 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 Provisions Total current liabilities Total liabilities Net assets EQUITY Contributed equity Reserves Accumulated losses Total equity This statement should be read in conjunction with the notes to the financial statements. Page 34 Maximus Resources Limited Consolidated statement of changes in equity For the year ended 30 June 2022 Consolidated Contributed equity $ Notes Reserves Retained losses $ Total equity $ Balance at 1 July 2021 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 expense Employee Rights vested Employee Rights lapsed Contributions of equity Broker options lapsed Transaction costs 45,369,857 1,739,342 (40,081,102) 7,028,097 - - 45,369,857 - - 104,348 - 12,054,150 - (1,389,417) 12 12 12 12 11 12 11 - - 1,739,342 (1,076,636) - (41,157,738) (1,076,636) 5,951,461 600,176 258,247 (104,348) (93,689) 115,100 (1,415,768) - - - 93,689 - 1,415,768 - 600,176 258,247 - - 12,169,250 - (1,389,417) Balance at 30 June 2022 56,138,939 1,099,060 (39,648,281) 17,589,718 Balance at 1 July 2020 Total comprehensive loss 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 42,451,894 - (38,675,208) 3,776,686 - - 42,451,894 - - 4,786,174 (1,868,211) 11 - - - (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 This statement should be read in conjunction with the notes to the financial statements. Page 35 Maximus Resources Limited Consolidated statement of cash flows For the year ended 30 June 2022 Consolidated 30 June 2022 $ 30 June 2021 $ Notes 471,663 (1,150,169) 1,862 (6) 125,458 (1,190,704) 2,296 (120) Cash flows from operating activities Other receipts Payments to suppliers and employees Interest received Interest paid Net cash (outflows)/inflows from operating activities 20 (676,650) (1,063,070) Cash flows from investing activities Payments for plant & equipment Payments for exploration and evaluation (139,995) (4,745,500) (77,856) (2,804,092) Net cash (outflows)/inflows from investing activities (4,885,495) (2,881,948) Cash flows from financing activities Proceeds from issues of shares and other equity securities Transaction costs associated with equity issues 12,169,250 (789,240) 4,786,172 (314,467) Net cash inflows/(outflows) from financing activities 11,380,010 4,471,705 Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year 5,817,865 1,327,795 526,687 801,108 Cash and cash equivalents at the end of the financial year 6 7,145,660 1,327,795 This statement should be read in conjunction with the notes to the financial statements. Page 36 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 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 in accordance with the historical cost convention, unless a different measurement basis is specifically disclosed in the notes associated with the item measured on a different basis. (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. b) Basis of consolidation The Group financial statements consolidate those of the Parent Company and all of its subsidiaries as of 30 June 2022. 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 2022. 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 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 sale of gold and or other minerals is measured at fair value of the consideration received or receivable. Revenue is recognised when gold and or other minerals is delivered to the buyer. Interest revenue is recognised using the effective interest rate method. 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. Page 37 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 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 (2021: 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 The Board has considered the requirements of AASB 8 Operating Segments and the internal reports that are reviewed by the Board allocating resources and has concluded at this time that there are no separate identifiable segments. 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 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 Page 38 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 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. 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 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) 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. k) 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 Page 39 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 • shares, and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. l) 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. m) 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. n) Comparative figures Comparative figures are adjusted to conform to Accounting Standards when required. o) 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. p) 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: Page 40 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 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. q) Adoption of the new and revised accounting standards There were no new and amended standards application to the Group for the annual reporting period ended 30 June 2022. r) Recently issued accounting standards to be applied in future accounting periods Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2022. The Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations. Page 41 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 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 Trade and other receivables Financial liabilities Trade and other payables (a) Market risk Consolidated 30 June 2022 $ 30 June 2021 $ 7,145,660 30,048 1,327,795 49,065 7,175,708 1,376,860 272,222 566,110 272,222 566,110 (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 2022 Weighted average interest rate % 0.03 30 June 2022 Balance $ 30 June 2021 Weighted average interest rate % 30 June 2021 Balance $ 7,145,660 7,145,660 0.55 1,327,795 1,327,795 Page 42 Interest rate sensitivity analysis At 30 June 2022, 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: Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 30 June 2022 Financial assets Cash and cash equivalents Total increase/ (decrease) 30 June 2021 Financial assets Cash and cash equivalents Total increase/ (decrease) (b) Credit risk Carrying amount $ 7,145,660 Carrying amount $ 1,327,795 Interest rate risk Increase 2% Decrease 2% Profit $ Equity $ Profit $ Equity $ 3,800 3,800 3,800 (3,800) (3,800) 3,800 (3,800) (3,800) Increase 2% Decrease 2% Profit $ Equity $ Profit $ Equity $ 4,600 4,600 4,600 (4,600) (4,600) 4,600 (4,600) (4,600) 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, 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 2022 and 2021 based on contractual undiscounted payments. < 1 year 1 to < 2years 2 to < 3 years 30 June 2022 Trade Creditors Accruals 209,983 62,239 272,222 - - - < 1 year 1 to < 2years 2 to < 3 years 30 June 2021 Trade Creditors Accruals 513,270 52,840 566,110 - - - - - - - - - Total 209,983 62,239 272,222 Total 513,270 52,840 566,110 Page 43 3. Other income ATO cashflow boost stimulus Interest income Fuel tax rebate Settlement funds* Profit on sale of assets ATO jobkeeper subsidy Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 Consolidated 30 June 2022 $ - 1,862 31,663 440,000 503 - 30 June 2021 $ 37,500 2,350 24,458 50,000 - 13,500 474,028 127,808 *Amount relates to funds received for ongoing matters and disputes relating to the Burbanks Mill operation. 4. Expenses Other Short term lease expenses Project acquisition 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 Consolidated 30 June 2022 $ 30 June 2021 $ 17,051 57,603 5,844 3,049 20,012 1,394 20,396 - 6,242 6,714 16,892 1,766 104,953 52,010 6,700 86,640 60,000 5,035 5,800 71,387 30,000 32,850 158,375 140,037 81,830 12,100 45,370 74,439 62,852 55,843 12,260 43,940 61,976 28,324 276,591 202,343 78,508 - 90,288 6,400 78,508 96,688 19,597 10,765 19,597 10,765 Page 44 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% (2021: 26%) 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 2022 Consolidated 30 June 2022 $ 30 June 2021 $ - - (1,076,636) (1,022,536) (279,925) (265,859) 279,925 265,859 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 $10,450,168 (2021: $10,170,242) 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 (a) Risk exposure Consolidated 30 June 2022 $ 30 June 2021 $ 7,145,660 1,327,795 7,145,660 1,327,795 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 45 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 2022 Consolidated 30 June 2022 $ 30 June 2021 $ 350,797 (322,099) 1,350 322,099 (322,099) 49,065 30,048 49,065 Trade and other receivables includes an outstanding amount from Lloyd George Mining Pty Ltd for milling charges relating to a toll treatment campaign at Burbanks 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 30 months, the Company has booked a provision against this total amount. 8. Plant & Equipment Consolidated Cost At 1 July 2020 Additions Disposals At 30 June 2021 Additions Disposals At 30 June 2022 Depreciation At 1 July 2020 Depreciation charge for the year Disposals At 30 June 2021 Deprecation charge for the year Disposals At 30 June 2022 Net book value At 30 June 2021 At 30 June 2022 Useful lives Other plant and equipment $ Exploration equipment Motor Vehicles $ $ Total $ - 11,536 - 11,536 2,166 (1,120) 12,582 (2,767) - (2,767) (4,509) 2,289 (4,987) - 19,041 - 19,041 168,406 (3,619) 183,828 (2,220) - (2,220) (39,964) 1,111 (41,073) - 47,278 - 47,278 - - 42,278 (4,769) - (4,769) (6,754) - (11,523) - 77,855 - 77,855 170,572 (4,739) 243,688 (9,756) - (9,756) (51,227) 3,400 (57,583) 8,769 5,306 16,821 141,643 42,509 35,755 68,099 182,704 The useful lives of the assets are estimated as follows: Other plant & equipment Exploration equipment Motor Vehicles 2 to 3 years 2 to 5 years 7 years Page 46 9. Non-current assets - Exploration and evaluation Exploration and evaluation Movement: Opening balance Expenditure incurred Impairment charge for the year Closing balance 10. Current liabilities - Trade and other payables Trade payables Other payables and accruals Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 Consolidated 30 June 2022 30 June 2021 6,113,693 4,391,459 (19,597) 3,224,379 2,900,079 (10,765) 10,485,555 6,113,693 Consolidated 30 June 2022 $ 30 June 2021 $ 209,983 62,239 410,770 86,195 272,222 496,965 Page 47 11. Contributed equity (a) Share capital Ordinary shares Fully paid Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 Consolidated 30 June 2022 30 June 2021 Consolidated 30 June 2022 30 June 2021 $ $ 315,905,768 140,096,943 56,138,939 45,369,856 (b) Movements in ordinary share capital: Date Details Number of shares Issue price $ 1 July 2020 Opening balance 87,038,009 42,451,894 16 Sept 2020 24 Sept 2020 19 Oct 2020 22 Oct 2020 29 Oct 2020 19 Nov 2020 18 Dec 2020 23 Dec 2020 19 Feb 2021 21 Apr 2021 Issue of Shares – exercise of unlisted options 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 Less: Transaction costs arising on share issues 30 June 2021 Balance 12 Aug 2021 25 Aug 2021 12 Oct 2021 13 Oct 2021 15 Oct 2021 5 Jan 2022 7 Jan 2022 28 Jan 2022 Issue of Shares – incentive rights vested Issue of Shares – placement Issue of shares – incentive rights vested Issue of Shares – director placement Issue of Shares – placement Issue of Shares – exercise of listed options Issue of Shares – exercise of listed options Issue of Shares – exercise of listed options Less: Transaction costs arising on share issues 30 June 2022 Balance (c) Ordinary shares $0.11 $0.11 $0.095 $0.11 $0.11 $0.11 $0.11 $0.095 $0.11 $0.08 - $0.068 - $0.08 $0.068 0.11 0.11 $0.11 530,375 470,102 31,578,951 50,000 220,000 12,579 17,283 1,894,737 11,395 18,273,512 140,096,943 500,000 12,182,343 175,500 625,000 164,288,246 1 37,491 244 315,905,768 58,341 51,711 3,000,000 5,500 24,200 1,385 1,901 180,000 1,253 1,461,881 4,786,174 (1,868,209) 45,369,857 87,500 828,399 16,848 50,000 11,171,600 - 4,124 27 12,158,498 (1,389,417) 56,138,939 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 48 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 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 Number of options Valuation Option Reserve $ Opening balance – unlisted options Opening balance – listed options 2,270,477 - - 1 July 2020 1 July 2020 16 Sept 2020 24 Sept 2020 22 Oct 2020 23 Oct 2020 23 Oct 2020 23 Oct 2020 23 Oct 2020 29 Oct 2020 19 Nov 2020 18 Dec 2020 22 Dec 2020 19 Feb 2021 21 Apr 2021 Exercise of unlisted options Exercise of unlisted options Exercise of unlisted options Allotment – attaching options placement Allotment – rights issue attaching options Allotment – shortfall attaching options Allotment – broker options Exercise of unlisted options Exercise of listed options Exercise of listed options Allotment – broker options Exercise of listed options Listed Broker option 30 June 2021 30 June 2021 Balance – unlisted options Balance – listed options 30 June 2021 Balance - - - - - - $0.0178 - - $0.087 - $0.0345 (530,575) (470,102) (50,000) 2,901,276 1,892,439 12,613,975 6,000,000 (220,000) (12,579) (17,283) 15,000,000 (11,395) 4,000,000 1,000,000 42,366,433 43,366,433 18 Oct 2021 29 Oct 2021 5 January 2022 7 January 2022 7 January 2022 7 January 2022 7 January 2022 8 January 2022 28 January 2022 Allotment – broker options (unlisted) Allotment – attaching options placement Exercise of listed options Exercise of listed options Broker options expired (MXROD) Expiry of options (MXROD) Allotment – Priority offer (MXROE) Expiry of unlisted options Exercise of listed options 12,000,000 6,299,542 (1) (37,491) (21,000,000) (17,328,941) 38,366,433 (1,000,000) (244) $0.0500 - - - - - - - - 30 June 2022 30 June 2022 Balance – unlisted options Balance – listed options 30 June 2022 Balance 12,000,000 48,665,731 60,665,731 - - - - - - - 107,000 - - 1,308,768 - 137,973 1,553,741 - 1,533,741 1,553,741 600,176 - - - (1,415,768) - 115,100 - - 853,249 600,176 253,073 853,249 No adjustments have been made to the life of the option. 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. Page 49 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 During the year the Company issued 12,000,000 unlisted options to Petra Capital Pty Ltd following completion of the capital raise in October 2021. On 7 January 2022 MXROD options expired in accordance with their option terms. 21,000,000 MXROD options were issued in previous years to brokers for consideration of completion on capital raises. As these options expired unexercised the option reserve is reduced by $1,415,768. 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: Measurement Date Expiry Date Share price at Grant Date Exercise Price Expected Volatility Risk-free Interest Rate Fair Value at Grant Date 27 May 2020 7 January 2022 19 October 2020 7 January 2022 $0.07 $0.18 21 April 2021 6 January 2023 $0.096 $0.11 $0.11 $0.11 80% 80% 80% 0.15% $0.0178 0.15% $0.087 0.15% $0.0345 15 October 2021 31 October 2024 $0.082 $0.085 100% 0.51% $0.0500 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 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. The table below show a reconciliation of all Incentive and Performance Rights held by KMP at the beginning and end of the period, reflecting the overall exposure of each KMP to the Company’s performance and share value. It also shows the amount of distributions received during the period. Other changes show forfeited and cancelled rights. KMP Type Held at 1 July 2021 Granted during the year Exercised Other changes Held at 30 June 2022 Tim Wither Incentive Rights 2,500,000 - (500,000) - 2,000,000 Performance Rights - 4,000,000 - (2,000,000) 2,000,000 Travis Murphy Incentive Rights 1,170,000 - (175,500) (994,500) - Fair value of Rights Incentive Rights The Fair Value of the Incentive Rights were valued on the basis that the one incentive rights has the same value as one ordinary share. The Board then makes a determination annually as to the probability of the rights vesting. The Rights with an assessed probability of greater than 50% are recognized in the accounts. The Rights with an assessed probability of less than 50% have not been recognized in the accounts. The fair value of such Incentive rights is amortised and disclosed as part of remuneration on a straight-line basis over the vesting period. The Vesting Conditions for the Incentive Rights are as follows: • Tranche 1 Rights will vest on the first anniversary of employment with the Company; Page 50 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 • • Tranche 2 Rights will vest on the second anniversary of employment with the Company; and Tranche 3 Rights will vest on the date the Company’s directors resolve (in their discretion), the Company has advanced a project to initial gold production and the employee is still employed with the Company. The key inputs to determine the fair value of the Incentive Right is as follows: KMP Type No. or Rights Grant Date Vesting Date Expiry date Fair Value Share price at Grant Date Tim Wither Tranche 1 500,000 14 October 2020 10 August 2021 10 August 2021 $0.175 $87,500 Tranche 2 1,000,000 14 October 2020 10 August 2022 10 August 2022 $0.175 $175,000 Tranche 3 1,000,000 14 October 2020 Variable Variable $0.175 $175,000 Travis Murphy Tranche 1 175,500 21 April 2021 1 October 2021 1 October 2021 $0.096 $16,848 Tranche 2 409,500 21 April 2021 1 October 2022 1 October 2022 $0.096 $39,3121 Tranche 3 585,000 21 April 2021 Variable Variable 0.096 $56,160 Performance Rights The Performance Rights were independently valued under the Monte Carlo method. This is considered the most appropriate valuation method due to the consideration of market based conditions influencing the vesting of the performance rights. The fair value of such Performance Rights is amortised and disclosed as part of remuneration on a straight-line basis over the vesting period. The Rights are subject to the following vesting conditions: Tranche 1: 2,000,000 Performance Rights The Holder (or if the Holder is a nominee of a person, that person) must remain an Eligible Participant until 30 June 2022. o 1,000,000 Performance Rights will vest conditional upon the Company achieving a TSR of 15% or more at the end of the performance period. o Up to 1,000,000 Performance Rights will vest in accordance to the Relative TSR Performance** conditions as detailed under the Total Shareholder Return section. Tranche 2: 2,000,000 Performance Rights The Holder (or if the Holder is a nominee of a person, that person) must remain an Eligible Participant until 30 June 2023. o 1,000,000 Performance Rights will vest conditional upon the Company achieving a TSR of 15% or more at the end of the performance period. o Up to 1,000,000 Performance Rights will vest in accordance to the Relative TSR Performance** conditions as detailed under the Total Shareholder Return section. Total Shareholder Return (TSR) Total Shareholder Return (TSR) is the percentage growth in shareholder value from holding Shares over the relevant Performance Periods, calculated as follows: TSR = ((B-A) + C) / A Where: • A = the Market Value of the Shares at the start of the Performance Period; • B = the Market Value of the Shares at the end of each Performance Period; • C = the aggregate dividend amount per Share paid during the Performance Period; Page 51 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 • Market Value is calculated as the 20-day volume weighted average market price of the Shares on the ASX ending on the day prior to the start or end of the Performance Period, as applicable. • Performance Period means: For Tranche 1: 1 July 2021 to 30 June 2022, and for Tranche 2: 1 July 2022 to 30 June 2023. **The Relative TSR performance condition measures the Company’s ability to deliver superior shareholder returns relative to its peer companies by comparing the TSR performance of the Company against the performance of the S&P/ASX 300 Metals and Mining (Industry) - Market Index (ASX:XXM). The vesting schedule for the Relative TSR measure is as follows: Relative TSR Performance Below Index Equal to the Index % Contribution to the Number of Employee Performance Rightss to Vest 0% 50% Above Index and below 15% above the Index Pro-rata from 50% to 100% 15% above the Index 100% The key inputs to determine the fair value of the Performance Rights is as follows: KMP Type No. or Rights Grant Date Vesting Date Expiry date Volatility Discount rate Fair Value Share Price at Grant Date Tim Wither Tranche 1 1,000,000 17 December 2021 30 June 2022 30 June 2022 $0.070 86.5% 2.94% $39,559 Tranche 2 1,000,000 17 December 2021 30 June 2022 30 June 2022 $0.070 86.5% 2.94% $54,161 Tranche 1 1,000,000 17 December 2021 30 June 2023 30 June 2023 $0.070 86.5% 2.94% $45,893 Tranche 2 1,000,000 17 December 2021 30 June 2023 30 June 2023 $0.070 86.5% 2.94% $50,942 Date Details Number of Rights Face Value $ Share Based Payment Reserve $ 1 July 2020 Opening balance - 24 Oct 2020 21 Apr 2021 30 June 2021 10 Aug 2021 1 Oct 2021 17 Dec 2021 30 Jun 2022 30 June 2022 30 Jun 2022 30 June 2022 Incentive Rights – T Wither Incentive Rights – T Murphy Balance Employee Rights vested Employee Rights vested Issue of Performance Rights Share based payment expense Employee Rights forfeited Employee Rights lapsed Balance 2,500,000 1,170,000 3,670,000 437,500 112,320 - - 190,555 - (500,000) (175,500) 4,000,000 - (994,500) (2,000,000) 4,000,000 - 150,955 34,646 185,601 (87,500) (16,848) - 258,247 - (93,690) 245,810 Reserves Balance 1 July Option reserve (a) Share based payments reserve (b) Balance 30 June 30 June 2022 $ 30 June 2021 $ 1,739,342 (700,492) 60,209 - 1,553,741 185,601 1,099,059 1,739,342 Page 52 13. Accumulated losses Retained Earnings Balance 1 July Net profit/(loss) for the year Broker options lapsed Employee rights lapsed 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 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 Consolidated 30 June 2022 $ 30 June 2021 $ (40,081,102) (1,076,636) 1,415,768 93,689 (38,675,208) (1,405,895) - (39,648,281) (40,081,103) Consolidated 30 June 2022 750,074 54,140 258,247 - 1,062,461 30 June 2021 640,978 35,026 185,601 - 861,605 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. (b) Transactions with key management personnel During the year ending 30 June 2022 the following were transactions with related parties: • The Company completed a 2 tranche placement to raise $12M before costs during the financial year. Pantoro Ltd (ASX:PNR) participated in the placement and acquired 63,254,972 ordinary shares for $4,301,338. The Company issued 3,960,530 shares on 25 August 2021 and 59,294,442 shares on 15 October 2021. Mr Cmrlec is the Managing Director of Pantoro Ltd. Mr Huffadine is an Executive Director of Pantoro Ltd. As at 30 June 2022, the following non-executive director fees totalling $16,669 were outstanding as follows: • S Zaninovich $4,167 (2021:$8,333) • M Janes $4,167 (2021: $8,333) • G Anderson $4,167 (2021: $8,696) • P Cmrlec $2,084 (2021: N/A) • S Huffadine $2,084 (2021: N/A) Page 53 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: Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 Grant Thornton Audit and review of financial reports Taxation Services Total auditors' remuneration 16. Contingencies (a) Contingent liabilities Consolidated 30 June 2022 $ 69,072 6,700 75,772 30 June 2021 $ 61,976 5,800 67,776 The Group had no known contingent liabilities as at 30 June 2022. (30 June 2021 nil) (b) Contingent assets An Adelaide Hills tenement package consisting of 5 tenements, including the Bird in Hand Gold Project was sold to Terramin Australia Limited (ASX:TZN) 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. 17. Commitments Commitments for exploration and joint venture expenditure For the following 12 months in order to maintain current rights of tenure to exploration tenements the Group is required to outlay amounts of approximately $1,306,300 (2021: $1,123,300) to keep these in good standing. Page 54 Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 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 2021 % 2022 % MXR Minerals Pty Ltd SX Minerals Pty Ltd Eastern Goldfields Milling Services Pty Ltd Australia Australia Australia Ordinary Ordinary Ordinary 100 100 100 100 - 100 SX Minerals Pty Ltd was incorporated during the year to hold the Southern Cross tenements. The Southern Cross tenement package comprises a combined area of 678 square kilometers which are prospective for Nickel – Copper Cobalt PGE mineralisation. 19. Events occurring after the reporting period On 10 August 2022 1,000,000 Incentive Rights vested resulting in 1,000,000 ordinary shares being issued on 10 August 2022. 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. 20. Reconciliation of profit after income tax to net cash inflow from operating activities Profit/(Loss) for the year Depreciation Share based payments 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 Loss from continuing operations attributable to the ordinary equity holders Basic earnings per share Weighted average number of ordinary shares outstanding during the year used to calculate basic earnings per share Consolidated 30 June 2022 $ (1,076,636) 4,509 258,247 17,190 - 168,970 (48,930) 30 June 2021 $ (1,405,894) 2,767 185,601 (49,065) (155,015) 321,902 36,634 (676,650) (1,063,070) 30 June 2022 (1,076,636) 30 June 2021 (1,405,894) 267,566,539 114,477,904 Basic earnings per share (cents) – continuing operations (0.402) (0.893) Page 55 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 Reserves Retained Losses Maximus Resources Limited Notes to the financial statements For the year ended 30 June 2022 Parent 2022 $ 2021 $ 7,196,336 10,620,726 1,401,020 6,181,792 17,817,062 7,582,812 333,615 - 539,754 - 333,615 539,754 17,483,447 7,043,058 56,138,939 1,099,059 (39,754,551) 45,369,856 1,739,342 (40,081,101) Capital and reserves attributable to owners 17,483,447 7,028,097 Statement of profit or loss and other comprehensive income Loss for the year Other comprehensive income Total comprehensive income Parent Entity Contingencies Contingent liabilities (1,178,601) - (1,005,980) - (1,178,601) (1,005,980) The parent entity had no known contingent liabilities as at 30 June 2022 (2021: $NIL). Contingent assets An Adelaide Hills tenement package consisting of 5 tenements, including the Bird in Hand Gold Project was sold to Terramin Australia Limited (ASX:TZN) 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 mining and exploration tenements For the following 12 months in order to maintain current rights of tenure to exploration tenements the Company is required to outlay amounts of approximately $1,133,300 (2021: $1,123,300) to keep these in good standing. Page 56 In the directors' opinion: Maximus Resources Limited Directors' declaration 30 June 2022 (a) the consolidated financial statements and notes set out on pages 33 to 56 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 2022 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 29 September 2022 Page 57 Grant Thornton Audit Pty Ltd Grant Thornton House Level 3 170 Frome Street Adelaide SA 5000 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 2022, 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 2022 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 (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. www.grantthornton.com.au ACN-130 913 594 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. ‘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 Limited 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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation. #8360512v5w 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. Key audit matter How our audit addressed the key audit matter Exploration and evaluation assets – Notes 1l), 1p) & 9 At 30 June 2022 the carrying value of exploration and evaluation assets was $10,485,555. 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; • 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 2022, 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. #8360512v5 Grant Thornton Australia Limited 2 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 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 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 2022. In our opinion, the Remuneration Report of Maximus Resources Limited, for the year ended 30 June 2022 complies with section 300A of the Corporations Act 2001. Responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. GRANT THORNTON AUDIT PTY LTD Chartered Accountants B K Wundersitz Partner – Audit & Assurance Adelaide, 29 September 2022 #8360512v5 Grant Thornton Australia Limited 3  Maximus Resources Limited ASX Additional Information The shareholder information set out below was applicable as at 30 September 2022. 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 1,129 551 407 959 347 Units 235,589 1,569,583 3,106,228 35,910,710 278,083,658 % of Issued Capital 0.07 0.49 0.97 11.26 87.20 0.01 3,393 318,905,768 100.00 There were 2,107 holders of less than a marketable parcel of ordinary shares. At a share price of $0.047, an unmarketable parcel is 10,639 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 Total holders 29 14 6 59 55 Units 10,526 31,697 48,233 2,211,682 46,363,593 % of Issued Capital 0.02 0.07 0.10 4.54 95.27 0.00 163 48,665,731 100.00  Maximus Resources Limited ASX Additional Information B Equity Security Holders Twenty largest quoted equity security holders ORDINARY SHARES Rank Name Units % Units 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 PANTORO LIMITED BELL POTTER NOMINEES LTD KITARA INVESTMENTS PTY LTD CITICORP NOMINEES PTY LIMITED HUSTLER INVESTMENTS PTY LTD ALISSA BELLA PTY LTD SYRACUSE CAPITAL PTY LTD ONE MANAGED INVESTMENT FUNDS LIMITED GOLDFIRE ENTERPRISES PTY LTD ROOKHARP CAPITAL PTY LTD SOLEQUEST PTY LTD MR PAUL ST WOOD HILLBOI NOMINEES PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED MR CRAIG GRAEME CHAPMAN JMARC HOLDINGS PTY LTD ROBMAR INVESTMENTS PTY LTD ALL-STATES FINANCE PTY LTD MISS MELISSA TASSONE KEMPO CAPITAL PTY LTD 63,254,972 14,492,313 10,526,316 6,561,440 5,500,000 4,623,182 4,470,679 4,349,774 3,700,000 3,676,470 3,625,220 3,200,408 3,144,979 3,143,935 3,085,294 3,004,710 3,000,000 2,941,176 2,929,373 2,362,917 19.84 4.54 3.30 2.06 1.72 1.45 1.40 1.36 1.16 1.15 1.14 1.00 0.99 0.99 0.97 0.94 0.94 0.92 0.92 0.74 Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total) Total Remaining Holders Balance 151,593,158 167,312,610 47.54 52.46 LISTED OPTIONS Rank Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 18 20 ALISSA BELLA PTY LTD HUSTLER INVESTMENTS PTY LTD KITARA INVESTMENTS PTY LTD KEMPO CAPITAL PTY LTD ALITIME NOMINEES PTY LTD M & K KORKIDAS PTY LTD TURNER AGRICULTURE PTY LTD DR RAPHAEL BLUM JMARC HOLDINGS PTY LTD DAGMAR HOLDINGS PTY LTD SYRACUSE CAPITAL PTY LTD SYRACUSE CAPITAL PTY LTD MR NICHOLAS BARADAKIS LMPACB PTY LTD MR MATTHEW JAMES SMALLEY SUPERIOR VISION PTY LTD SOLEQUEST PTY LTD MR DON FRANK LOCKYER MRS KARTINI BINTE TATTIS ALISSA BELLA PTY LTD Units 7,471,746 7,000,000 3,900,000 2,472,016 2,000,000 1,522,000 1,398,319 1,274,972 1,248,549 1,234,118 1,207,919 979,217 900,000 800,000 785,714 750,000 715,762 700,000 700,000 582,801 % Units 15.35 14.38 8.01 5.08 4.11 3.13 2.87 2.62 2.57 2.54 2.48 2.01 1.85 1.64 1.61 1.54 1.47 1.44 1.44 1.20 Totals: Top 20 holders of LISTED OPTIONS (Total) Total Remaining Holders Balance 37,643,133 11,022,598 77.35 22.65  Maximus Resources Limited ASX Additional Information C Substantial holders As at 30 September 2022 the following were substantial shareholders: Shareholder Pantoro Limited D Voting Rights Units 63,254,972 % of Units 19.84 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 No voting rights. 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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