Odin Metals Limited
Annual Report 2021

Plain-text annual report

Odin Metals Limited Annual Report 30 June 2021 ABN 32 141 804 104 odinmetals.com.au CONTENTS PAGE Corporate Directory 1 Directors’ Report 2 Consolidated Statement of Profit or Loss and Other Comprehensive Income 15 Consolidated Statement of Financial Position 16 Consolidated Statement of Changes in Equity 17 Consolidated Statement of Cash Flows 18 Notes to the Consolidated Financial Statements 19 Directors’ Declaration 39 Auditor’s Independence Declaration 40 Independent Auditor’s Report 41 ASX Additional Information 45 Schedule of Tenements and Project Locations 47 CORPORATE DIRECTORY Directors and Officers Jason Bontempo (Executive Chairman) Simon Mottram (Non-Executive Director) Ted Coupland (Non-Executive Director) Aaron Bertolatti (Company Secretary) Registered Office & Principal Place of Business 35 Richardson Street WEST PERTH WA 6005 Share Registry Computershare Investor Services Pty Ltd Level 11, 172 St Georges Terrace PERTH WA 6000 Auditors RSM Australia Partners Level 32, Exchange Tower, 2 The Esplanade PERTH WA 6000 Telephone: +61 8 9261 9160 Stock Exchange Australian Securities Exchange (Home Exchange: Perth, Western Australia) ASX Code: ODM Website odinmetals.com.au Directors’ Report Odin Metals Limited 2 2021 Annual Report to Shareholders The Directors present their report for Odin Metals Limited (“Odin Metals” or “the Company”) and its subsidiaries (“the Group”) for the year ended 30 June 2021. DIRECTORS The names of the Directors of Odin Metals during the financial year and to the date of this report are: ▪ Jason Bontempo (Executive Chairman) ▪ Simon Mottram (Non-Executive Director) ▪ Ted Coupland (Non-Executive Director) – appointed 15 April 2021 ▪ Luis Azevedo (Non-Executive Director) – resigned 13 May 2021 Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. DIRECTORS’ INFORMATION Jason Bontempo Executive Chairman Mr. Bontempo has 23 years’ experience in public company management, corporate advisory, investment banking and public company accounting, qualifying as a chartered accountant with Ernst & Young. Mr. Bontempo has worked primarily serving on the board and the executive management of minerals and resources public companies focusing on advancing and developing mineral resource assets and business development. Mr. Bontempo also provides corporate advice services and the financing of resource companies across multiple capital markets including resource asset acquisitions and divestments. Simon Mottram Non-Executive Director Simon Mottram is a geologist with over 25 years’ experience predominantly in base and precious metals. Mr Mottram has held both executive and senior management positions with several successful mining companies both in Australia and overseas and has seen a number of discoveries advanced through to commercial mine development and has been central to several significant exploration successes. Mr Mottram is an expert in the application of modern exploration techniques, economic geology and development, large- scale drill programmes and feasibility studies. Mr Mottram is a graduate of Melbourne RMIT University and a Fellow of the AusIMM. Ted Coupland Non-Executive Director (appointed 15 April 2021) Mr Ted Coupland has joined the Board of Odin as a Non-Executive Director. Mr Coupland has over 30 years of experience in the mining, exploration and resource finance industry and holds qualifications in geology, geostatistics, mineral economics and finance. Mr Coupland has had a comprehensive technical career in the resources sector covering exploration, mine geology, resource estimation, risk analysis, resource consulting and business management. Mr Coupland is a Corporate Member of the Australasian Institute of Mining and Metallurgy (AusIMM). Luis Azevedo Non-Executive Director (resigned 13 May 2021) Luis Azevedo is a Brazilian National with over 35 years’ of international resource experience. Mr. Azevedo qualified as a geologist at the University of Rio de Janeiro in 1985, and subsequent to working as a geologist, he completed a law degree at the University of Candido Mendes in 1992 and obtained his Master of Law from Pontifical Catholic University Rio de Janeiro in 1994. Mr. Azevedo has held senior positions with several major resource companies including Western Mining Corporation, Barrick Gold and Harsco. Directors’ Report Odin Metals Limited 3 2021 Annual Report to Shareholders Aaron Bertolatti Company Secretary Aaron Bertolatti is a qualified Chartered Accountant and Company Secretary with over 15 years’ experience in the mining industry and accounting profession. Mr. Bertolatti has both local and international experience and provides assistance to a number of resource companies with financial accounting and stock exchange compliance. Mr. Bertolatti has significant experience in the administration of ASX listed companies, corporate governance and corporate finance. DIRECTORSHIPS OF OTHER LISTED COMPANIES Directorships of other listed companies held by current directors in the 3 years immediately before the end of the financial year are as follows: Director Company Period of Directorship Jason Bontempo Odin Metals Limited Future Metals NL Director since February 2018 Director from January 2011 to June 2021 Simon Mottram Avanco Resources Limited Fin resources Limited Medusa Mining Limited Director from February 2012 to June 2018 Director since June 2020 Director since June 2020 INTERESTS IN THE SECURITIES OF THE COMPANY As at the date of this report, the interests of the Directors in the securities of Odin Metals Limited are: Director Ordinary Shares Options1 Options2 Options3 Options4 Options5 Jason Bontempo 7,333,333 2,000,000 10,000,000 4,500,000 - - Simon Mottram 5,000,000 - 1,000,000 7,500,000 5,000,000 - Ted Coupland 2,500,000 - 4,000,000 - - 4,000,000 1 Options are exercisable at $0.001 each on or before 3 April 2022. 2 Options are exercisable at $0.00001 each on or before 30 July 2024, issued on 30 July 2021. 3 Options are exercisable at $0.0001 each on or before 1 May 2024. 4 Options are exercisable at $0.001 each on or before 26 February 2022. 5 Options are exercisable at $0.0001 each on or before 15 April 2024. * Options are subject to various vesting conditions. RESULTS OF OPERATIONS The Group’s net loss after taxation attributable to the members of Odin Metals for the year to 30 June 2021 was $8,668,416 (2020: $1,851,854). DIVIDENDS No dividends were paid or declared. The directors do not recommend the payment of a dividend. CORPORATE STRUCTURE Odin Metals Limited is a company limited by shares, which is incorporated and domiciled in Australia. Directors’ Report Odin Metals Limited 4 2021 Annual Report to Shareholders NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES The principal activity of the Group during the financial year was mineral exploration. REVIEW OF OPERATIONS Koonenberry Project During the year, the Company executed binding purchase agreements with Peel Far West Pty Ltd (PFW) to acquire a 100% ownership interest in the Koonenberry project comprising exploration licences EL8721, EL8722, EL8790, EL8791 and EL8909 and with Ausmon Resources Limited (Ausmon) to acquire 100% of the Grasmere copper deposit (EL6400). The Koonenberry Project is an emerging, district scale, Copper and Base Metals exploration package located 80km east of Broken Hill, New South Wales. The Company considers the Koonenberry Belt to be highly prospective for a number of styles of mineralisation including VMS hosted Cu–Zn–Au–Ag deposits (which is substantiated by the presence of the Grasmere deposit), magmatic Ni-Cu-PGE, epithermal Ag-Pb-Cu and orogenic Au. The Grasmere copper deposit is located within EL6400, which sits within Odin’s Koonenberry Project (Figure 1) and was the only gap within the 2,600 km2 project which covers ~150 km strike of the significantly under- explored Koonenberry Copper Belt. Odin has now also consolidated these. Grasmere contains an Indicated and Inferred Mineral Resource Estimate reported in accordance with JORC (2004) totalling 5.75 Mt @ 1.03% Cu, 0.35% Zn, 0.05 g/t Au, 2.3 g/t Ag2. Grasmere is hosted in a semi continuous mineralised zone over a strike length of 4Km and defined by 75 drill holes and is open at depth and along strike within 21 km’s of VMS prospective tenure controlled by Odin. Figure 1: Koonenberry Project Location Map Consideration for the 100% acquisition of the Koonenberry project comprised of: • the issue of 50,000,000 fully paid ordinary shares in Odin to PFW; and • a 1% net smelter return royalty (“Royalty”) Directors’ Report Odin Metals Limited 5 2021 Annual Report to Shareholders Consideration for the 100% acquisition of the Grasmere deposit comprised of: • the issue by Odin of 15,000,000 fully paid ordinary shares to Ausmon (or its nominee), escrowed for 12 months; • and the payment of AU$97,360. EM Survey Results Odin completed a detailed modern HeliTEM2 EM survey covering an area of ~1,150km2 over the highly prospective Koonenberry belt and focused on known mineralised trends, including the recently acquired Grasmere Deposit, plus its 21km of prospective strike. Interpreted VMS trends associated with near surface small scale historical mining, including Cymbric Vale & Wertago we also covered. 58 targets were identified, including 6 high priority targets within known mineralised copper trends. The finalised data is being processed, modelled and reviewed by its Consultant Geophysicist (Southern Geoscience) in order to evaluate and prioritise the targets. Figure 2: HeliTEM2 EM targets at the Koonenberry Cu Project with Airborne EM Background, 2021 HTEM with stitched insert from 2010 (area east of Cymbric Vale) VTEM CH14 to 28 Z Component. Directors’ Report Odin Metals Limited 6 2021 Annual Report to Shareholders Drilling Programme Odin has engaged a NSW based RC drilling contractor to commence drilling at Grasmere from next month subject to COVID-19 restrictions. The Company plans to drill a minimum of 5,000 metres of RC which includes Grasmere and Cymbric Vale to test the higher grades encountered at Grasmere and to follow up on the two RC holes previously completed at Cymbric Vale. On completion of drilling at Cymbric Vale, RC drill testing of specific targets on the Wertago EM anomalous trends is planned to commence subject to the normal approvals. Auger Geochemistry Sampling Programme Given the vast VMS trends located within Odin’s Tenement package including but not limited to Grasmere, Cymbric Vale and Wertago, the Company is planning to extend the limited geochemical coverage over the area utilising patterned systematic auger drilling to aid prioritisation and targeting of further drilling. Drilling is planned to test anomalous areas that are more conducive to Auger drilling post the initial RC programmes, specifically the newly identified anomalous EM trends identified at Wertago that extends for over 10km, inclusive of two high priority targets that are ~1,200 metres apart. MONTE AZUL During the year the Company completed its initial diamond drill programme at the Monte Azul Project located in the established mining state of Minas Gerais, Brazil. In total 11 holes for 2,739m (MA-DD001 to MA-DD011) were completed. Drilling principally targeted the existing historic resources and their extensions, however widths and grade were below expectation. The Company handed back the Monte Azul project to Vale S.A. and relinquished all other licences in the project. Corporate - Other Placement On 23 February 2021, the Company announced that it had received firm commitments from sophisticated and institutional investors and other investors qualifying under s708 of the Corporations Act 2001 (Cth) to subscribe for a placement of up to 112,500,000 ordinary fully paid shares at $0.02 per share to raise proceeds of up to $2,250,000 before costs (“Placement”). The Placement will be undertaken in two tranches. The first tranche of 49,000,000 shares were issued on 24 February 2021 at an issue price of $0.02 per share, raising $980,000 (before costs). The second tranche of the Placement was completed on 15 April 2021 and result in the issue of 76,000,000 shares at $0.02 per share raising approximately $1.52 million (before costs). The Tranche 2 Placement was approved by shareholders at a General Meeting held on 8 April 2021. In addition to the Placement, on 24 February 2021, Odin issued 10 million shares at an issue price of $0.0001 per share as advisor/facilitation fees in relation to the acquisition. Board Changes On 15 April 2021, the Company advised that Mr Ted Coupland had joined the Board of Odin as a Non- Executive Director. Mr Coupland has over 30 years of experience in the mining, exploration and resource finance industry and holds qualifications in geology, geostatistics, mineral economics and finance. On 13 May 2021, the Company advised that effective 1 July 2021, Mr Simon Mottram will be stepping back from his role as an Executive Director and CEO to Non-Executive Director and that Mr Luis Azevedo will resign from the Odin board effective immediately. Directors’ Report Odin Metals Limited 7 2021 Annual Report to Shareholders Incentive Option Conversion On 24 February 2021, the Company issued 6,625,000 shares following the conversion of unlisted incentive options exercisable at $0.0001 on or before 1 May 2024. Lapse of Unlisted Options The Company advised in May that subsequent to the termination of the Glencore Sturgeon Lake Option Agreement (as announced in the Company’s quarterly activities report on 29 January 2021), 50 million unlisted options over fully paid ordinary shares, exercisable at $0.40, have now lapsed in accordance with the terms on which they were issued. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There have been no significant changes in the state of affairs of the Group during the financial year, other than as set out in this report. SIGNIFICANT EVENTS AFTER THE REPORTING DATE On 30 July 2021, the Company issued 30 million Director, Management & Advisor Performance Options exercisable at $0.00001 within 3 years of issue, subject to the satisfaction of certain vesting conditions (Options). 50% of the Options will vest subject to the Company’s shares achieving a 5-day VWAP of $0.06 and the remaining 50% will vest subject to the Company’s shares achieving a 5-day VWAP of $0.12. Shareholder approval for the issue of the Options was received at a general meeting expected held on 19 July 2021. On 25 August 2021, the Company advised that it had completed the acquisition of 100% of the issued share capital of Great Western Minerals Pty Ltd (GWM) from Ausmon Resources Limited (ASX:AOA). The consideration paid by the Company for the acquisition of GWM was $97,360 cash and the issue of 15 million fully paid ordinary shares in the capital of the Company (to be escrowed for 12 months from the date of issue). The impact of the Coronavirus (COVID-19) pandemic is ongoing and it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided. There have been no significant events subsequent to the end of the financial year to the date of this report. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS The Directors have excluded from this report any further information on the likely developments in the operations of the Group and the expected results of those operations in future financial years, as the Directors believe that it would be speculative and prejudicial to the interests of the Group. ENVIRONMENTAL REGULATIONS AND PERFORMANCE The operations of the Group are presently subject to environmental regulation under the laws of both Australia. The Group is, to the best of its knowledge, at all times in full environmental compliance with the conditions of its licences. Directors’ Report Odin Metals Limited 8 2021 Annual Report to Shareholders SHARE OPTIONS As at the date of this report there were 81,775,000 unissued ordinary shares under options. The details of the options are as follows: Number Exercise Price $ Expiry Date 6,200,000 $0.001 3 April 2022 5,200,000 $0.001 26 February 2022 20,375,000 $0.0001 1 May 2024 3,500,000 $0.08 31 March 2023 3,250,000 $0.10 31 March 2023 3,250,000 $0.12 31 March 2023 3,000,000 $0.08 8 July 2022 3,000,000 $0.10 8 July 2022 4,000,000 $0.0001 15 April 2024 30,000,000 $0.00001 30 July 2024 81,775,000 No option holder has any right under the options to participate in any other share issue of the Company or any other entity. 50,000,000 options lapsed unexercised and 2,000,000 options were forfeited during the financial year. 6,625,000 options were exercised during the year ended 30 June 2021. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company has made an agreement indemnifying all the Directors and officers of the Company against all losses or liabilities incurred by each Director or officer in their capacity as Directors or officers of the Company to the extent permitted by the Corporations Act 2001. The indemnification specifically excludes wilful acts of negligence. INDEMNIFICATION OF THE AUDITOR The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity. DIRECTORS’ MEETINGS During the financial year, in addition to frequent Board discussions, the Directors met regularly to discuss all matters associated with investment strategy, review of opportunities, and other Company matters on an informal basis. Circular resolutions were passed as necessary to execute formal Board decisions. The number of meetings of Directors held during the year and the number of meetings attended by each Director were as follows: Director Number of Meetings Eligible to Attend Number of Meetings Attended Jason Bontempo 2 2 Simon Mottram 2 2 Ted Coupland1 1 1 Luis Azevedo1 1 1 1 Mr. Ted Coupland was appointed as a director on 15 April 2021 and Mr. Luis Azevedo resigned as a director on 13 May 2021. Directors’ Report Odin Metals Limited 9 2021 Annual Report to Shareholders PROCEEDINGS ON BEHALF OF COMPANY No person has applied for leave of the Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year. CORPORATE GOVERNANCE In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Odin Metals Limited support and adhere to the principles of sound corporate governance. The Board recognises the recommendations of the Australian Securities Exchange Corporate Governance Council, and considers that Odin Metals complies to the extent possible with those guidelines, which are of importance and add value to the commercial operation of an ASX listed resources company. The Company has established a set of corporate governance policies and procedures and these can be found on the Company’s website: odinmetals.com.au. AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES Section 307C of the Corporations Act 2001 requires the Company’s auditors to provide the Directors of Odin Metals with an Independence Declaration in relation to the audit of the financial report. A copy of that declaration is included within the annual report. There were no non-audit services provided by the Company’s auditor. Officers of the Company who are former partners of RSM Australia Partners There are no officers of the Company who are former partners of RSM Australia Partners. Auditor RSM Australia Partners continue in office in accordance with section 327 of the Corporations Act 2001. AUDITED REMUNERATION REPORT This report, which forms part of the Directors’ report, outlines the remuneration arrangements in place for the key management personnel of Odin Metals Limited for the financial year ended 30 June 2021. The information provided in this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001. The remuneration report details the remuneration arrangements for KMP who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any Director (whether executive or otherwise) of the Group. Details of Directors and Key Management Personnel ▪ Jason Bontempo (Executive Chairman) ▪ Simon Mottram (Non-Executive Director) ▪ Ted Coupland (Non-Executive Director) – appointed 15 April 2021 ▪ Luis Azevedo (Non-Executive Director) – resigned 13 May 2021 ▪ Aaron Bertolatti – Company Secretary Directors’ Report Odin Metals Limited 10 2021 Annual Report to Shareholders Remuneration Policy The Board is responsible for determining and reviewing compensation arrangements for the Directors and Executive Officers. The Board assesses the appropriateness of the nature and amount of emoluments of such officers on a yearly basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high-quality board and executive team. The expected outcome of this remuneration structure is to retain and motivate Directors and Executive Officers. As part of its Corporate Governance Policies and Procedures, the board has adopted a formal Remuneration Committee Charter and Remuneration Policy. The Board has elected not to establish a remuneration committee based on the size of the organisation and has instead agreed to meet as deemed necessary and allocate the appropriate time at its board meetings. Fees and payments to non‑executive directors reflect the demands which are made on, and the responsibilities of, the directors. Non‑executive directors’ fees and payments are reviewed annually by the Board. The Chair’s fees are determined independently to the fees of non‑executive directors based on comparative roles in the external market. Non‑executive directors do not receive performance-based pay. Level Cash Remuneration Executive Chairman A$120,000 Managing Director & CEO up to A$300,000 Non-Executive Director A$30,000 to $36,000 Company Secretary A$60,000 Additional fees A Director may also be paid fees or other amounts as the Directors determine if a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties. Details of Remuneration Details of the nature and amount of each element of the remuneration of each Director and Executive Officer of the Group for the year ended 30 June 2021 are as follows: 2021 Short term Options Post- employment Total Option related Base Directors Consulting Share-based Super Salary $ Fees $ Fees $ Payments $ $ $ % Directors Jason Bontempo - - 140,000 67,654 - 207,654 32.6 Simon Mottram1 100,000 - 136,000 223,096 9,500 468,596 47.6 Ted Coupland2 - - 6,000 43,965 - 49,965 88.0 Luis Azevedo3 - 31,500 - 18,756 - 50,256 37.3 Officers Aaron Bertolatti - - 60,000 11,144 - 71,144 15.7 100,000 31,500 342,000 364,615 9,500 847,615 43.0 Directors’ Report Odin Metals Limited 11 2021 Annual Report to Shareholders 1 Mr. Mottram’s remuneration was reduced from $300,000 per annum to $204,000 per annum, effective 1 November 2020. 2 Mr. Coupland was appointed as a director on 15 April 2021. 3 Mr. Azevedo resigned as a director on 13 May 2021. Jason Bontempo received additional consulting fees totalling $25,000 for transaction related services provided. There were no other Executive Officers of the Company during the financial year ended 30 June 2021. Details of the nature and amount of each element of the remuneration of each Director and Executive Officer of the Group for the year ended 30 June 2020 are as follows: 2020 Short term Options Post- employment Total Option related Base Directors Consulting Share-based Super Salary $ Fees $ Fees $ Payments $ $ $ % Directors Jason Bontempo - - 135,000 95,592 - 230,592 41.5 Simon Mottram1 300,000 - - 269,961 29,667 599,628 45.0 Luis Azevedo1 - 9,000 - 44,247 - 53,247 83.1 Justin Tremain2 - 36,000 - - 3,420 39,420 - Officers - Aaron Bertolatti3 - - 65,000 13,870 - 78,870 17.6 300,000 45,000 200,000 423,670 33,087 1,001,757 42.3 1 Mr. Mottram and Mr. Azevedo were appointed as directors on 9 April 2020 2 Mr. Tremain resigned as a director on 26 June 2020 3 Mr. Bertolatti resigned as a director on 9 April 2020 Jason Bontempo received additional consulting fees totalling $10,000 for transaction related services provided. Aaron Bertolatti received additional consulting fees totalling $5,000 for transaction related services provided. Directors’ Report Odin Metals Limited 12 2021 Annual Report to Shareholders Shareholdings of Key Management Personnel The number of shares in the Company held during the financial year by Directors and Executive Officers of the Group, including their personally related parties, is set out below. There were no shares granted during the reporting year as compensation. Balance at the start of the year Granted during the year as compensation On exercise of share options Other changes during the year Balance at the end of the year Directors Jason Bontempo 3,333,333 - 1,500,000 2,500,000 7,333,333 Simon Mottram 2,500,000 - 2,500,000 - 5,000,000 Ted Coupland1 - - - 2,500,000 2,500,000 Luis Azevedo2 3,500,000 - 1,375,000 (4,875,000) - Officers Aaron Bertolatti 633,333 - 125,000 500,000 1,258,333 1 Mr. Coupland was appointed as a director on 15 April 2021. 2 Mr. Azevedo resigned as a director on 13 May 2021. All equity transactions with Directors other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the Company would have adopted if dealing at arm’s length. Option holdings of Key Management Personnel The numbers of options over ordinary shares in the Company held during the financial year by each Director and Executive Officer of Odin Metals Limited, including their personally related parties, are set out below: 1 Mr. Coupland was appointed as a director on 15 April 2021. 2 Mr. Azevedo resigned as a director on 13 May 2021. No option holder has any right under the options to participate in any other share issue of the Company or any other entity. Options granted as part of remuneration have been valued using the Black Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share and the risk-free interest rate for the term of the option. Options granted under the plan carry no dividend or voting rights. For details on the valuation of options, including models and assumptions used, please refer to note 19. Balance at the start of the year Granted during the year as compensation Exercised during the year Other changes during the year Balance at the end of the year Exercisable Un- exercisable Directors Jason Bontempo 8,000,000 - (1,500,000) - 6,500,000 - 6,500,000 Simon Mottram 15,000,000 - (2,500,000) - 12,500,000 - 12,500,000 Ted Coupland1 - 4,000,000 - - 4,000,000 1,000,000 3,000,000 Luis Azevedo 5,500,000 - (1,375,000) (4,125,000)2 - - - Officers Aaron Bertolatti 900,000 - (125,000) - 775,000 - 775,000 Directors’ Report Odin Metals Limited 13 2021 Annual Report to Shareholders Options Affecting Remuneration The terms and conditions of options affecting remuneration in the current or future reporting years are as follows: Grant date Number of options granted Expiry date/last exercise date Exercise price per option Value of options at grant date1 Number of options vested Vested Max value yet to vest $ $ $ Directors Jason Bontempo 28/11/18 2,000,000 03/04/22 0.001 158,000 -2 - 35,686 01/05/20 6,000,000 01/05/24 0.0001 126,750 1,500,0003 25% 58,020 Simon Mottram 19/02/19 5,000,000 26/02/22 0.001 567,500 -2 - 124,270 01/05/20 10,000,000 01/05/24 0.0001 211,250 2,500,0003 25% 96,699 Ted Coupland 08/04/21 4,000,000 15/04/24 0.0001 127,610 1,000,0004 25% 88,419 Luis Azevedo 01/05/20 5,500,000 01/05/24 0.0001 116,188 1,375,0003 25% 53,185 Officers Aaron Bertolatti 28/11/18 400,000 03/04/22 0.001 31,600 -2 - 4,835 01/05/20 500,000 01/05/24 0.0001 10,563 125,0003 25% 6,540 33,400,000 1,349,461 6,500,000 467,654 1 The value at grant date has been calculated in accordance with AASB 2 Share-based payments. 2 The Options will vest on the earlier of: a) the Company’s share price being equal to or greater than a volume weighted average price of $0.40 or more for 20 consecutive trading days on the ASX; and b) the occurrence of a Change of Control Event. 3 The Options will vest on the earlier of: a) 25%: No vesting conditions. The options vest immediately upon issue; b) 25%: The volume weighted average price of Company shares is at least $0.08 for 20 consecutive trading days; and c) 50%: At least 24 months after issue of the options and the volume weighted average price of Company shares is at least $0.20 for 20 consecutive trading days. 4 The Options will vest on the earlier of: a) 25%: No vesting conditions. The options vest immediately upon issue; b) 25%: The volume weighted average price of Company shares is at least $0.04 for 20 consecutive trading days; and c) 50%: At least 24 months after issue of the options and the volume weighted average price of Company shares is at least $0.08 for 20 consecutive trading days. Service Agreements Executive Chairman Jason Bontempo has entered into an executive service agreement with the Group in the form of a letter of appointment dated 9 April 2020. Under the agreement Mr. Bontempo is paid an annual fee of A$120,000. The letter summarises the Board policies and terms, including compensation, relevant to the Director. Directors’ Report Odin Metals Limited 14 2021 Annual Report to Shareholders Executive Officers Aaron Bertolatti is engaged under an Executive Agreement dated 25 October 2017. Under the agreement Mr. Bertolatti is paid an annual fee of A$60,000. The Agreement may be terminated by the Company without notice or without cause by giving three months’ notice in writing or payment in lieu of notice. The Agreement may also be terminated by Mr. Bertolatti by providing three months’ notice in writing. Managing Director and CEO Simon Mottram was engaged under an Executive Agreement dated 19 February 2019. Under the agreement Mr. Mottram was to be paid an annual fee of A$300,000 (exclusive of superannuation). Effective 1 July 2021, it was agreed that Mr. Mottram would transition to the role of Non-Executive Director. Mr Mottram will be entitled to a base fee of A$30,000 per annum for the financial year ended 30 June 2022. Non-Executive Directors On appointment to the Board, all non-executive directors enter into a service agreement with the Group in the form of a letter of appointment. The letter summarises the Board policies and terms, including compensation, relevant to the Director. The aggregate remuneration for Non-Executive Directors has been set at an amount not to exceed $250,000 per annum. This amount may only be increased with the approval of Shareholders at a general meeting. Voting and comments made at the company's 2020 Annual General Meeting Odin Metals Limited received 97.8% of "yes" votes on its remuneration report for the 2020 financial year. The Group did not receive specific feedback on its remuneration report at the AGM. Loans to Directors and Executives There were no loans to Directors and key management personnel during the financial year ended 30 June 2021. Additional Information The earnings of the Group for the five years to 30 June 2021 are summarised below: 2021 2020 2019 2018 2017 Revenue $69,688 $586,842 $73,476 $20,236 $10,028 Loss after income tax $8,668,416 $1,851,854 $833,752 $1,195,142 $244,113 The factors that are considered to affect total shareholders return ('TSR') are summarised below: 2021 2020 2019 2018 2017 Share price at financial year end ($) 0.035 0.036 0.12 0.21 0.05 Total dividends declared (cents per share) - - - - - Basic earnings per share (cents per share) (2.91) (1.05) (0.54) (1.01) (0.05) END OF AUDITED REMUNERATION REPORT Signed on behalf of the Board in accordance with a resolution of the Directors. Jason Bontempo Executive Chairman Perth, Western Australia 29 September 2021 Odin Metals Limited Odin Metals Limited 15 2021 Annual Report to Shareholders Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2021 Note 30-Jun-21 30-Jun-20 $ $ Continuing Operations Interest received 789 3,741 Other income 68,899 31,101 Reversal of prior year impairment - 470,139 Gain on assets held for sale - 81,861 Professional and consulting fees (377,032) (542,505) Director and employee costs (352,616) (510,540) Other expenses (159,610) (440,323) Impairment expense 9 (7,070,084) (306,999) Unrealised loss on investment (139,500) - Share based payments expense 19 (639,262) (638,329) Loss before income tax (8,668,416) (1,851,854) Income tax expense 3 - - Net loss for the year (8,668,416) (1,851,854) Other comprehensive income Items that may be reclassified to profit or loss (43,216) 5,086 Other comprehensive (loss)/income for the year net of tax (43,216) 5,086 Total comprehensive loss for the year (8,711,632) (1,846,768) Loss per share Basic and diluted loss per share (cents) 17 (2.91) (1.05) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. Odin Metals Limited Odin Metals Limited 16 2021 Annual Report to Shareholders Consolidated Statement of Financial Position as at 30 June 2021 30-Jun-21 30-Jun-20 Note $ $ Current Assets Cash and cash equivalents 4 2,929,171 2,635,783 Trade and other receivables 5 94,791 148,051 Assets held for sale 6 - 552,000 Total Current Assets 3,023,962 3,335,834 Non-Current Assets Financial assets at fair value through profit and loss 7 292,500 - Property, plant and equipment 8 35,358 48,131 Deferred exploration and evaluation expenditure 9 2,587,294 6,545,741 Total Non-Current Assets 2,915,152 6,593,872 Total Assets 5,939,114 9,929,706 Current Liabilities Trade and other payables 10 65,915 192,562 Total Current Liabilities 65,915 192,562 Total Liabilities 65,915 192,562 Net Assets 5,873,199 9,737,144 Equity Issued capital 11 20,626,025 16,417,600 Reserves 12 2,204,972 1,608,926 Accumulated losses 13 (16,957,798) (8,289,382) Total Equity 5,873,199 9,737,144 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. Odin Metals Limited Odin Metals Limited 17 2021 Annual Report to Shareholders Consolidated Statement of Changes in Equity for the year ended 30 June 2021 Issued capital $ Accumulated losses $ Foreign exchange translation reserve $ Share option reserve $ Total $ Balance at 1 July 2019 12,595,418 (6,437,528) - 864,261 7,022,151 Total comprehensive loss for the year Loss for the year - (1,851,854) - - (1,851,854) Foreign currency translation - - 5,086 5,086 Total comprehensive loss for the year - (1,851,854) 5,086 - (1,846,768) Transactions with owners in their capacity as owners Shares issued during the year 4,220,000 - - - 4,220,000 Cost of issue (397,818) - - 100,250 (297,568) Share based payment (note 19) - - - 638,329 638,329 Proceeds of issue of options - - - 1,000 1,000 Balance at 30 June 2020 16,417,600 (8,289,382) 5,086 1,603,840 9,737,144 Balance at 1 July 2020 16,417,600 (8,289,382) 5,086 1,603,840 9,737,144 Total comprehensive loss for the year Loss for the year - (8,668,416) - - (8,668,416) Foreign currency translation - - (43,216) (43,216) Total comprehensive loss for the year - (8,668,416) (43,216) - (8,711,632) Transactions with owners in their capacity as owners Shares issued during the year 4,251,663 - - - 4,251,663 Cost of issue (43,238) - - - (43,238) Share based payment (note 19) - - - 639,262 639,262 Balance at 30 June 2021 20,626,025 (16,957,798) (38,130) 2,243,102 5,873,199 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. Odin Metals Limited Odin Metals Limited 18 2021 Annual Report to Shareholders Consolidated Statement of Cash Flows for the year ended 30 June 2021 Note 30-Jun-21 30-Jun-20 $ $ Cash flows from operating activities Payments to suppliers and employees (1,063,056) (1,497,383) Interest received 789 3,741 Other receipts 68,899 31,101 Net cash used in operating activities 4 (993,368) (1,462,541) Cash flows from investing activities Purchase of plant and equipment (4,500) (52,362) Proceeds from sale of tenement 120,000 - Payments for exploration expenditure (1,343,931) (1,018,283) Net cash used in investing activities (1,228,431) (1,070,645) Cash flows from financing activities Proceeds from issue of shares 2,601,662 3,900,000 Proceeds from issue of options - 1,000 Payments for share issue costs (43,238) (226,565) Net cash provided by financing activities 2,558,424 3,674,435 Net increase in cash and cash equivalents 336,625 1,141,249 Cash and cash equivalents at the beginning of the year 2,635,783 1,379,172 Effect of exchange rate fluctuations on cash (43,237) 115,362 Cash and cash equivalents at the end of the year 4 2,929,171 2,635,783 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 19 2021 Annual Report to Shareholders 1. Corporate Information The financial report of Odin Metals Limited (“Odin Metals” or “the Company”) for the year ended 30 June 2021 was authorised for issue in accordance with a resolution of the Directors on 29 September 2021. Odin Metals is a company limited by shares incorporated in Australia whose shares are traded on the Australian Securities Exchange. The nature of the operations and the principal activities of the Group are described in the Directors’ Report. 2. Summary of Significant Accounting Policies (a) Basis of Preparation The financial statements are general-purpose financial statements, which have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. The financial statements have also been prepared on a historical cost basis. The presentation currency is Australian dollars. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 25. (b) Compliance Statement The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS). (c) Basis of Consolidation The consolidated financial statements comprise the financial statements of Odin Metals Limited (‘the Company’) and its subsidiaries as at 30 June each year (‘the Group’). Subsidiaries are those entities over which the Company has the power to govern the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether a Company controls another entity. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-company transactions have been eliminated in full. Unrealised losses are also eliminated unless costs cannot be recovered. Non-controlling interests in the results and equity of subsidiaries are shown separately in the Statement of Profit or Loss and Other Comprehensive Income and Consolidated Statement of Financial Position respectively. (d) Foreign Currency Translation (i) Functional and presentation currency Items included in the financial statements of each of the Company’s controlled entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The functional and presentation currency of Odin Metals Limited is Australian dollars. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of profit or loss and other comprehensive income. Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 20 2021 Annual Report to Shareholders (iii) Group entities The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: ▪ assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; ▪ income and expenses for each statement of profit or loss and other comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and ▪ all resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of any net investment in foreign entities are taken to shareholders’ equity. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences are recognised in the statement of profit or loss and other comprehensive income, as part of the gain or loss on sale where applicable. (e) Segment Reporting For management purposes, the Group is organised into one main operating segment, which involves exploration for copper and base metals. All of the Group’s activities are interrelated, and discrete financial information is reported to the management (Chief Operating Decision Makers) as a single segment. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole. (f) Changes in accounting policies and disclosures The Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Group’s operations and effective for future reporting periods. It has been determined by the Directors that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on the Group and therefore, no change will be necessary to Company accounting policies. (g) Exploration and evaluation expenditure Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied: (i) the rights to tenure of the area of interest are current; and (ii) at least one of the following conditions is also met: (a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or (b) exploration and evaluation activities in the area of interest have not at the balance date 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. Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortisation of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest. Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 21 2021 Annual Report to Shareholders Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development. Where an area of interest is abandoned, any expenditure carried forward in respect of that area is written off. (h) Income Tax The income tax expense or benefit for the year is the tax payable on the current year’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 difference 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 year. 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. Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date. Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except when: ▪ the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or ▪ the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except when: ▪ the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or ▪ the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be recognised. Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 22 2021 Annual Report to Shareholders The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be recognised. Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is recognised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. (i) Other taxes Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Government. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. The net amount of GST recoverable from, or payable to, the Government is included as part of receivables or payables in the statement of financial position. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which is receivable from or payable to the Government, are disclosed as operating cash flows. (j) Impairment of non-financial assets other than goodwill The Group assesses at each balance date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre- tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease). An assessment is also made at each balance date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 23 2021 Annual Report to Shareholders That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future years to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. (k) Cash and cash equivalents Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position. For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. (l) Employee benefits A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognised in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities recognised in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date. (m) Trade and other payables Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. (n) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses. When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement. Provisions are measured at the present value or management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting year. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as an interest expense. (o) Issued capital 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. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a new business are not included in the cost of acquisition as part of the purchase consideration. Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 24 2021 Annual Report to Shareholders (p) Property, plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits. (q) Current and Non-Current Classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. (r) Revenue Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: Interest income Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset. (s) Earnings per share Basic earnings/loss per share is calculated as net profit/loss attributable to members, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit/loss attributable to members, adjusted for: ▪ costs of servicing equity (other than dividends) and preference share dividends; ▪ the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and ▪ other non-discretionary changes in revenues or expenses during the year that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. (t) Share-based payment transactions (i) Equity settled transactions: The Company provides benefits to individuals acting as, and providing services similar to employees (including Directors) of the Company in the form of share-based payment transactions, whereby individuals render services in exchange for shares or rights over shares (‘equity settled transactions’). Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 25 2021 Annual Report to Shareholders There is currently an Employee Share Option Plan (ESOP) in place, which provides benefits to Directors and individuals providing services similar to those provided by an employee. The cost of these equity settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by using the Black Scholes formula taking into account the terms and conditions upon which the instruments were granted, as discussed in note 19. The expected price volatility is based on the historic volatility of the Company’s share price on the ASX. In valuing equity settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Odin Metals Limited (‘market conditions’).The cost of the equity settled transactions is recognised, together with a corresponding increase in equity, over the year in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting date’).The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting year has expired and (ii) the number of awards that, in the opinion of the Directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of the market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The statement of comprehensive income charge or credit for a year represents the movement in cumulative expense recognised at the beginning and end of the year. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. Where the terms of an equity settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of the modification. Where an equity settled award is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet recognised for the award is recognised immediately. However if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. The cost of equity-settled transactions with non-employees is measured by reference to the fair value of goods and services received unless this cannot be measured reliably, in which case the cost is measured by reference to the fair value of the equity instruments granted. The dilutive effect, if any, of outstanding options is reflected in the computation of loss per share (note 17). (ii) Cash settled transactions: The Company may also provide benefits to employees in the form of cash-settled share-based payments, whereby employees render services in exchange for cash, the amounts of which are determined by reference to movements in the price of the shares of the Company. The cost of cash-settled transactions is measured initially at fair value at the grant date using the Black-Scholes formula taking into account the terms and conditions upon which the instruments were granted. This fair value is expensed over the year until vesting with recognition of a corresponding liability. The liability is remeasured to fair value at each balance date up to and including the settlement date with changes in fair value recognised in profit or loss. Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 26 2021 Annual Report to Shareholders (u) Critical accounting estimates and judgements The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the year in which the estimate is revised if it affects only that year, or in the year of the revision and future years if the revision affects both current and future years. Share-based payment transactions: The Company measures the cost of equity-settled transactions and cash-settled share-based payments with employees and third parties by reference to the fair value of the equity instruments at the date at which they are granted. The fair value at the grant date is determined using the Black and Scholes option pricing model taking into account the terms and conditions upon which the instruments were granted and the assumptions detailed in note 19. Deferred Exploration and evaluation Expenditure Deferred exploration and evaluation expenditure has been capitalised on the basis that the Group will commence commercial production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral resources. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the year in which this determination is made. Coronavirus (COVID-19) pandemic Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the Group based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the Group operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the Group unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic. (v) New or amended Accounting Standards and Interpretations adopted The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The following Accounting Standards and Interpretations are most relevant to the Group: Conceptual Framework for Financial Reporting (Conceptual Framework) The Group has adopted the revised Conceptual Framework from 1 July 2020. The Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting Standards, but it has not had a material impact on the Group's financial statements. Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 27 2021 Annual Report to Shareholders 3. Income tax (a) Income tax expense Major component of tax expense for the year: Current tax - - Deferred tax - - - - (b) Numerical reconciliation between aggregate tax expense recognised in the statement of profit or loss and other comprehensive income and tax expense calculated per the statutory income tax rate. A reconciliation between tax expense and the product of accounting loss before income tax multiplied by the Company’s applicable tax rate is as follows: Loss from continuing operations before income tax expense (8,668,416) (1,703,367) Tax at the Australian rate of 26% (2020: 27.5%) (2,253,788) (468,426) Add: Tax effect of: - Income and expenditure that is either not assessable or deductible in determining taxable profit 183,543 212,772 - Impact of reduction in future corporate tax rate 193,764 - - Temporary differences not brought to account 1,534,116 116,530 (342,365) (139,124) Less: Tax effect of: - tax losses not recognised due to not meeting recognition criteria (342,365) (139,124) Income tax expense - - (c) Deferred tax assets not recognised at 25% (2020: 27.5%) Provisions and accruals 5,000 5,500 Carry forward revenue and capital losses 2,178,049 2,063,491 Capital raising costs 28,870 34,919 Investments 618,208 27,500 2,830,127 2,131,409 (d) Deferred tax liabilities not recognised at 25% (2020: 27.5%) Exploration 230,414 - 230,414 - The Group has tax losses arising in Australia of $8,536,744 (2020: $7,328,152) that are available indefinitely for offset against future taxable profits of the Group. The benefit for tax losses will only be obtained if: i. the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised; and ii. the Company continues to comply with the conditions for deductibility imposed by tax legislation; and iii. no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the losses. (e) Change in corporate tax rate There has been a legislated change in the corporate tax rate that will apply to future income years. The impact of this reduction in the corporate tax rate has been reflected in the unrecognised deferred tax positions and the prima face income tax reconciliation above. 2021 $ 2020 $ Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 28 2021 Annual Report to Shareholders 4. Cash and cash equivalents Reconciliation of cash Cash comprises of: Cash at bank 2,929,171 2,635,783 Reconciliation of operating loss after tax to net cash flow from operations Loss after tax (8,668,416) (1,851,854) Non-cash and non-operating items Share-based payment 639,262 638,329 Gain on available for sale assets - (552,000) Other 155,269 4,233 Impairment expense 7,070,084 306,999 Change in assets and liabilities Increase in trade and other receivables (46,740) (40,098) (Decrease) / increase in trade and other payables (142,827) 31,850 Net cash flow used in operating activities (993,368) (1,462,541)) 5. Trade and other receivables Trade debtors - 375 Other receivables - 100,000 Prepayments - 5,276 GST receivable 94,791 42,400 94,791 148,051 Debtors, other debtors and GST receivable are non-interest bearing and generally receivable on 30-day terms. They are neither past due nor impaired. The amount is fully collectible. Due to the short-term nature of these receivables, their carrying value is assumed to approximate their fair value. 6. Assets held for sale Exploration asset M27/263 - 552,000 In June 2020, the Company signed a binding Heads of Agreement to transfer the remaining 30% ownership of the prospective and mineralised tenement M27/263 to 70% joint venture partner Moho Resources Limited. As a result, the Board has decided to reclassify its 30% ownership interest in M27/263 to Assets Held for Sale at 30 June 2020. 7. Financial Assets at Fair Value Through Profit and Loss Opening Balance - - Acquisition of listed investments 432,000 - Unrealised gain/(loss) on investments (139,500) - Closing balance 292,500 - On 17 August 2020 the Company was issued 4,500,000 shares in Moho Resources Limited at a deemed issue price of $0.096 per share following the completion of the acquisition and transfer of the remaining 30% ownership of tenement M27/263. Financial assets comprise investments in the ordinary issued capital of listed entities. There are no fixed returns or fixed maturity dates attached to these investments. 2021 $ 2020 $ Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 29 2021 Annual Report to Shareholders They are deemed to be level 1 and measured as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date. The Group does not have any level 2 or 3 financial assets or liabilities. 8. Property, plant and equipment Plant and Equipment, net 35,358 48,131 Movements in property, plant and equipment: Plant and Equipment Opening balance 48,131 - Additions - 52,362 Depreciation (12,773) (4,231) Closing balance 35,358 48,131 9. Deferred exploration and evaluation expenditure Exploration and evaluation phase - at cost Opening balance 6,545,741 5,721,107 Acquisition of exploration tenements 1,750,0001 720,000 Exploration expenditure written off (7,070,084) 2 (306,999) Exploration and evaluation expenditure incurred during the year 1,361,637 411,633 Closing balance 2,587,294 6,545,741 1 During the year, the Company executed a binding purchase agreement with Peel Far West Pty Ltd to acquire a 100% ownership interest in the Koonenberry project comprising exploration licences EL8721, EL8722, EL8790, EL8791 and EL8909. Consideration for the acquisition comprised of the issue of 50,000,000 fully paid ordinary shares at a deemed issue price of $0.035 per share. 2 During the reporting period, the Company completed its initial diamond drill programme at the Monte Azul Project. Drilling principally targeted the existing historic resources and their extensions, however widths and grade were below expectation. The Company handed back the Monte Azul project to Vale S.A. and relinquished all other licences in the project. As a result, exploration and evaluation expenditure in relation to the Vale Option was written down to nil. The impairment expense recognised was $7,070,084. 10. Trade and other payables Trade payables 45,915 35,505 Accruals and other payables 20,000 157,057 65,915 192,562 Trade creditors and other creditors are non-interest bearing and generally payable on 30-day terms. Due to the short-term nature of these payables, their carrying value is assumed to approximate their fair value. 11. Issued capital (a) Issued and paid up capital Issued and fully paid 20,626,025 16,417,600 2021 $ 2020 $ Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 30 2021 Annual Report to Shareholders 2021 2020 Number of shares $ Number of shares $ (b) Movements in ordinary shares on issue Opening balance 259,719,335 16,417,600 153,719,335 12,595,418 Shares issued via placement ($0.04) - - 100,000,000 4,000,000 Shares issued as consideration for acquisition - - 6,000,000 220,000 Shares issued via placement ($0.018) 125,000,000 2,500,000 - - Conversion of Unlisted Options - $0.75 6,625,000 663 - - Shares issued as consideration for acquisition1 50,000,000 1,750,000 - - Shares issued to advisors2 10,000,000 1,000 - - Transaction costs on share issue - (43,238) - (397,818) Closing balance 451,344,335 20,626,025 259,719,335 16,417,600 1 10,000,000 Odin shares were granted to an advisor on 24 February 2021 at an issue price of $0.0001. 2 50,000,000 Odin shares were granted to Peel Far West Pty Ltd on 30 June 2021 at a deemed issue price of $0.035 as consideration for the acquisition of the Koonenberry project comprising exploration licences EL8721, EL8722, EL8790, EL8791 and EL8909. (c) Ordinary shares The Company does not have authorised capital nor par value in respect of its issued capital. Ordinary shares have the right to receive dividends as declared and, in the event of a winding up of the Company, to participate in the proceeds from sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or proxy, at a meeting of the Company. (d) Capital risk management The Company’s capital comprises share capital, reserves less accumulated losses amounting to a net equity of $5,873,199 at 30 June 2021. The Company manages its capital to ensure its ability to continue as a going concern and to optimise returns to its shareholders. The Company was ungeared at year end and not subject to any externally imposed capital requirements. Refer to note 18 for further information on the Company’s financial risk management policies. (e) Share options As at 30 June 2021 there were 51,775,000 unissued ordinary shares under options. The details of the options are as follows: Number Exercise Price $ Expiry Date 6,200,000 $0.001 3 April 2022 5,200,000 $0.001 26 February 2022 20,375,000 $0.0001 1 May 2024 3,500,000 $0.08 31 March 2023 3,250,000 $0.10 31 March 2023 3,250,000 $0.12 31 March 2023 3,000,000 $0.08 8 July 2022 3,000,000 $0.10 8 July 2022 4,000,000 $0.0001 15 April 2024 51,775,000 No option holder has any right under the options to participate in any other share issue of the Company or any other entity. 50,000,000 options lapsed unexercised and 2,000,000 options were forfeited during the financial year. 6,625,000 options were exercised during the year ended 30 June 2021. Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 31 2021 Annual Report to Shareholders 12. Reserves Share option reserve 2,243,102 1,603,840 Foreign exchange translation reserve (38,130) 5,086 2,204,972 1,608,926 Movements in Reserves Share option reserve Opening balance 1,603,840 864,261 Share-based payments (note 19(a)) 639,262 738,579 Proceeds from option issue - 1,000 Closing balance 2,243,102 1,603,840 The share option reserve is used to record the value of equity benefits provided to Directors and executives as part of their remuneration and non-employees for their goods and services and to record the premium paid on the issue of unlisted options. Refer to note 19 for further details of the securities issued during the financial year ended 30 June 2021. Foreign exchange translation reserve Opening balance 5,086 - Foreign exchange translation difference (43,216) 5,086 Closing balance (38,130) 5,086 The foreign exchange differences arising on translation of foreign controlled entities are taken to the foreign currency translation reserve. 13. Accumulated losses Movements in accumulated losses were as follows: Opening balance (8,289,382) (6,437,528) Loss for the year (8,668,416) (1,851,854) Closing balance (16,957,798) (8,289,382) 14. Auditor’s remuneration The auditor of Odin Metals Limited is RSM Australia Partners. Amounts received or due and receivable by the parent auditor for: - an audit or review of the financial report 27,500 31,000 15. Directors and Key Management Personnel disclosures (a) Remuneration of Directors and Key Management Personnel Details of the nature and amount of each element of the emolument of each Director and key management personnel of the Company for the financial year are as follows: Short term employee benefits 473,500 545,000 Post-employment benefits 9,500 33,087 Share-based payments 364,615 423,670 Total remuneration 847,615 1,001,757 The Remuneration Report contained in the Director's Report contains details of the remuneration paid or payable to each member of Odin Metals Limited's key management personnel for the year ended 30 June 2021 and their interests in shares and options of the Company. 2021 $ 2020 $ Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 32 2021 Annual Report to Shareholders (b) Other transactions with Key Management Personnel BR Corporation Pty Ltd, a company in which Mr. Jason Bontempo is a director, charged the Company consulting fees of $140,000 during the year ended 30 June 2021 (2020: $135,000). The consulting fee is included in note 15(a) “Remuneration of Directors and Key Management Personnel”. Nil was outstanding at year end. 1918 Consulting Pty Ltd, a company in which Mr. Aaron Bertolatti is a director, charged the Company consulting fees of $60,000 during the year ended 30 June 2021 (2020: $65,000). The consulting fee is included in note 15(a) “Remuneration of Directors and Key Management Personnel”. Nil was outstanding at year end. Westoaks Enterprises Pty Ltd, a company in which Mr Ted Coupland is a director, earned fees totalling $6,000 for non-executive director services provided during the year ended 30 June 2021. This fee is included in note 15(a) “Remuneration of Directors and Key Management Personnel”. Nil was outstanding at year end. RD Consulting Ltd, a company in which Mr Luis Azevedo is a director, was paid fees totalling $18,000 for non- executive director services provided during the year ended 30 June 2021. This fee is included in note 15(a) “Remuneration of Directors and Key Management Personnel”. Nil was outstanding at year end. Estrelas Cadentes Ltda, a company in which Mr Simon Mottram is a director, was paid fees totalling $136,000 for non-executive director services provided during the year ended 30 June 2021. This fee is included in note 15(a) “Remuneration of Directors and Key Management Personnel”. Nil was outstanding at year end. Transactions with key management personnel were made at arm’s length at normal market prices and normal commercial terms. There were no other transactions with key management personnel for the year ended 30 June 2021. 16. Related party disclosures (a) Key management personnel For Director related party transactions please refer to Note 15 “Key Management Personnel disclosures”. (b) Subsidiaries The consolidated financial statements include the financial statements of Odin Metals Limited and the subsidiaries listed in the following table: Name of Entity Country of Incorporation Equity Holding Evandale Minerals Pty Ltd Australia 100% Punch Resources Pty Ltd Australia 100% Odin Canada Inc Canada 100% 17. Loss per share Loss used in calculating basic and dilutive EPS (8,668,416) (1,851,854) Number of Shares Number of Shares Weighted average number of ordinary shares used in calculating basic loss per share: 298,198,102 176,389,080 Effect of dilution: Share options - - Adjusted weighted average number of ordinary shares used in calculating diluted loss per share: 298,198,102 176,389,080 2021 $ 2020 $ Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 33 2021 Annual Report to Shareholders There is no impact from 51,775,000 options outstanding at 30 June 2021 on the earnings per share calculation because they are anti-dilutive. These options could potentially dilute basic EPS in the future. 18. Financial risk management Exposure to foreign currency risk, credit risk, liquidity risk and interest rate risk arises in the normal course of the Group’s business. The Group uses different methods as discussed below to manage risks that arise from these financial instruments. The objective is to support the delivery of the financial targets while protecting future financial security. (a) Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities. The Group manages liquidity risk by maintaining sufficient cash facilities to meet the operating requirements of the business and investing excess funds in highly liquid short-term investments. The responsibility for liquidity risk management rests with the Board of Directors. Alternatives for sourcing our future capital needs include our cash position and the issue of equity instruments. These alternatives are evaluated to determine the optimal mix of capital resources for our capital needs. The Directors expect that present levels of liquidity along with future capital raising will be adequate to meet expected capital needs. (b) Interest rate risk Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair value of financial instruments. The Group’s exposure to market risk for changes to interest rate risk relates primarily to its earnings on cash and term deposits. The Group manages the risk by investing in short term deposits. Cash and cash equivalents 2,929,171 2,635,783 Interest rate sensitivity The following table demonstrates the sensitivity of the Group’s statement of profit or loss and other comprehensive income to a reasonably possible change in interest rates, with all other variables constant. Change in Basis Points Effect on Post Tax Loss ($) Effect on equity including retained earnings ($) Increase/(Decrease) Effect on Post Tax Loss ($) Effect on equity including retained earnings ($) Increase/(Decrease) 2021 2020 Increase 75 basis points 21,967 21,967 19,768 19,768 Decrease 75 basis points (21,967) (21,967) (19,768) (19,768) A sensitivity of 75 basis points has been used as this is considered reasonable given the current level of both short term and long-term Australian Dollar interest rates. The change in basis points is derived from a review of historical movements and management’s judgement of future trends. (c) Credit risk exposures Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge an obligation and cause the Group to incur a financial loss. The Group’s maximum credit exposure is the carrying amounts on the statement of financial position. The Group holds financial instruments with credit worthy third parties. 2021 $ 2020 $ Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 34 2021 Annual Report to Shareholders At 30 June 2021, the Company held cash at bank. 100% of the Company’s cash was held in financial institutions with a rating from Standard & Poor’s of AA or above (long term). The Group has no past due or impaired debtors as at 30 June 2021. 19. Share-based payments (a) Recognised share-based payment transactions Share-based payment transactions recognised either as operational expenses in the statement of profit or loss and other comprehensive income or as capital raising costs in the equity during the year were as follows: Employee and Director share-based payments (note 19 (b)) 380,352 488,666 Share-based payments to suppliers (note 19 (c)) 258,910 149,663 Recognised as an expense in profit or loss 639,262 638,329 Share-based payments to suppliers (note 19 (c)) - 100,250 Recognised as a capital raising cost in equity - 100,250 Total share-based payments 639,262 738,579 (b) Employee and Director share-based payments The Company issues options to assist in the recruitment, reward, retention and motivation of directors, employees and consultants of Odin Metals Limited. An individual may receive the options or nominate a relative or associate to receive the options. The fair value at grant date of options granted during the reporting year was determined using Black-Scholes option pricing models that take into account the exercise price, the term of the option, the share price at grant date, the expected price volatility of the underlying share, the risk-free interest rate for the term of the option and the market performance condition. The table below summarises options granted during the year ended 30 June 2021: Grant Date Expiry date Exercise price per option Balance at start of the year Granted during the year Exercised during the year Expired during the year Balance at end of the year Exercisable at end of the year Number Number Number Number Number Number 8/04/2021 15/04/2024 $0.0001 - 4,000,000 - - 4,000,000 1,000,000 1 - 4,000,000 - - 4,000,000 1,000,000 1 1 The Options will vest on the earlier of: a) 25%: No vesting conditions. The options vest immediately upon issue; b) 25%: At least 12 months after issue of the options and the volume weighted average price of Company shares is at least $0.04 for 20 consecutive trading days; and c) 50%: At least 24 months after issue of the options and the volume weighted average price of Company shares is at least $0.08 for 20 consecutive trading days. The expense recognised in respect of the above options granted during the year was $39,191. The expense recognised during the year on options granted in prior periods was $341,161. 2021 $ 2020 $ Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 35 2021 Annual Report to Shareholders The model inputs, not included in the table above, for options granted during the year included: a) options were granted for nil consideration; b) expected life of the options of 3 years; c) share price at grant date of $0.032; d) expected volatility of 100%; e) expected dividend yield of nil; and f) a risk-free interest rate ranged of 0.75% The table below summarises options granted during the year ended 30 June 2020: Grant Date Expiry date Exercise price per option Balance at start of the year Granted during the year Exercised during the year Expired during the year Balance at end of the year Exercisable at end of the year Number Number Number Number Number Number 01/05/2020 01/05/2024 $0.0001 - 24,000,000 - 2,000,000 22,000,000 -1 24,000,000 - 2,000,000 22,000,000 - 1The Performance Options are subject to the following vesting conditions: a) 5.5m Options (25%) to vest immediately upon shareholder approval (received 9 April 2020); b) 5.5m Options (25%) vest upon the share price of Odin exceeding $0.08 for 20 consecutive trading days; and c) 11.0m Options (50%) vest 24 months from the date of issue, subject to the 15-day VWAP of Odin exceeding A$0.20. The model inputs, not included in the table above, for options granted included: a) options were granted for nil consideration; b) expected life of the options is 4 years; c) share price at grant date was $0.03; d) expected volatility of 100%; e) expected dividend yield of nil; and f) a risk-free interest rate was 0.45% (c) Share-based payment to suppliers During the financial year ended 30 June 2021, the Company issued unlisted options to provide consideration to consultants and corporate advisors for services rendered to date and over the coming 12 months. These options have been valued using the Black-Scholes option pricing model. Grant Date Expiry date Exercise price per option Balance at start of the year Granted during the year Exercised during the year Expired during the year Balance at end of the year Exercisable at end of the year Number Number Number Number Number Number 08/07/2020 08/07/2022 $0.08 - 3,000,000 - - 3,000,000 3,000,000 08/07/2020 08/07/2022 $0.10 - 3,000,000 - - 3,000,000 3,000,000 - 6,000,000 - - 6,000,000 6,000,000 The expense recognised in respect of the above options granted during the year was $83,268. The expense recognised during the year on options granted in prior periods was $175,642. Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 36 2021 Annual Report to Shareholders The model inputs, not included in the table above, for options granted during the year included: a) options were granted for nil consideration; b) expected life of the options of 3 years; c) share price at grant date of $0.041; d) expected volatility of 100%; e) expected dividend yield of nil; and f) a risk-free interest rate ranged of 0.75% The table below summarises options granted during the year ended 30 June 2020. Grant Date Expiry date Exercise price per option Balance at start of the year Granted during the year Exercised during the year Expired during the year Balance at end of the year Exercisable at end of the year Number Number Number Number Number Number 21/04/2020 31/03/2023 $0.08 - 3,500,000 - - 3,500,000 3,500,000 21/04/2020 31/03/2023 $0.10 - 3,250,000 - - 3,250,000 3,250,000 21/04/2020 31/03/2023 $0.12 - 3,250,000 - - 3,250,000 3,250,000 01/05/2020 01/05/2024 $0.0001 - 6,000,000 - - 6,000,000 -1 16,000,000 16,000,000 10,000,000 1The Performance Options are subject to the following vesting conditions: a) 5.5m Options (25%) to vest immediately upon shareholder approval (received 9 April 2020); b) 5.5m Options (25%) vest upon the share price of Odin exceeding $0.08 for 20 consecutive trading days; and c) 11.0m Options (50%) vest 24 months from the date of issue, subject to the 15-day VWAP of Odin exceeding A$0.20. The model inputs, not included in the table above, for options granted included: a) options were granted for nil consideration; b) expected lives of the options ranged from 3 to 4 years; c) share price at grant date of $0.03; d) expected volatility of 100%; e) expected dividend yield of nil; and f) a risk-free interest rate ranging from 0.25 to 0.45% 20. Contingent assets and liabilities There are no known contingent assets or liabilities as at 30 June 2021. 21. Commitments There are no known commitments as at 30 June 2021. 22. Dividends No dividend was paid or declared by the Company in the year ended 30 June 2021 or the period since the end of the financial year and up to the date of this report. The Directors do not recommend that any amount be paid by way of dividend for the financial year ended 30 June 2021. Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 37 2021 Annual Report to Shareholders 23. Segment information The Group has identified its operating segments based on the internal reports that are reported to Executives (the chief operating decision makers) in assessing performance and in determining the allocation of resources. The Board as a whole will regularly review the identified segments in order to allocate resources to the segment and to assess its performance. The Group operates predominately in one industry, being the exploration of mineral resources. The main geographic areas that the entity operates in are Australia and Canada. The parent entity is registered in Australia. The Group’s exploration assets during the reporting period were located in Australia, Brazil and Canada. The following tables present revenue, expenditure and certain asset and liability information regarding geographical segments for the years ended 30 June 2021 and 30 June 2020: Australia Brazil Canada Total $ $ $ $ Year ended 30 June 2021 Interest income 685 104 - 789 Segment revenue 685 104 - 789 Result Loss before tax (7,368,579) (1,299,837) - (8,668,416) Income tax expense - - - - Loss for the year (7,368,579) (1,299,837) - (8,668,416) Asset and liabilities Segment assets 5,939,114 - - 5,939,114 Segment liabilities 65,915 - - 65,915 Year ended 30 June 2020 Interest income 3,654 - 87 3,741 Segment revenue 3,654 - 87 3,741 Result Loss before tax (1,753,134) - (98,720) (1,851,854) Income tax expense - - - - Loss for the year (1,753,134) - (98,720) (1,851,854) Asset and liabilities Segment assets 2,945,488 5,598,701 1,385,517 9,929,706 Segment liabilities 165,355 - 27,207 192,562 24. Significant events after the reporting date On 30 July 2021, the Company issued 30 million Director, Management & Advisor Performance Options exercisable at $0.00001 within 3 years of issue, subject to the satisfaction of certain vesting conditions (Options). 50% of the Options will vest subject to the Company’s shares achieving a 5-day VWAP of $0.06 and the remaining 50% will vest subject to the Company’s shares achieving a 5-day VWAP of $0.12. Shareholder approval for the issue of the Options was received at a general meeting expected held on 19 July 2021. On 25 August 2021, the Company advised that it had completed the acquisition of 100% of the issued share capital of Great Western Minerals Pty Ltd (GWM) from Ausmon Resources Limited (ASX:AOA). The consideration paid by the Company for the acquisition of GWM was $97,360 cash and the issue of 15 million fully paid ordinary shares in the capital of the Company (to be escrowed for 12 months from the date of issue). Odin Metals Limited Notes to the Consolidated Financial Statements for the year ended 30 June 2021 Odin Metals Limited 38 2021 Annual Report to Shareholders The impact of the Coronavirus (COVID-19) pandemic is ongoing and it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided. There have been no significant events subsequent to the end of the financial year to the date of this report. 25. Parent entity information The following details information related to the parent entity, Odin Metals Limited, at 30 June 2021. The information presented here has been prepared using consistent accounting policies with those presented in Note 2. Current assets 3,016,058 2,891,282 Total assets 5,931,210 9,901,157 Current liabilities (65,915) (165,355) Total liabilities (65,915) (165,355) Net assets 5,865,295 9,735,802 Issued capital 20,626,025 16,417,600 Reserves 2,243,102 1,603,840 Accumulated losses (17,003,832) (8,285,638) 5,865,295 9,735,802 Loss of the parent entity (8,718,194) (1,753,015) Other comprehensive income for the year - - (8,718,194) (1,753,015) 2021 $ 2020 $ Directors’ Declaration Odin Metals Limited 39 2021 Annual Report to Shareholders In accordance with a resolution of the Directors of Odin Metals Limited, I state that: 1. In the opinion of the Directors: a) the financial statements and notes of Odin Metals Limited for the year ended 30 June 2021 are in accordance with the Corporations Act 2001, including: i. giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its performance for the year ended on that date; and ii. complying with Accounting Standards (including the Australian Accounting Interpretations), the Corporations Regulations 2001 and other mandatory professional reporting requirements; and b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 2(b). 2. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 3. This declaration has been made after receiving the declarations required to be made by the Directors in accordance with sections of 295A of the Corporations Act 2001 for the financial year ended 30 June 2021. On behalf of the Board Jason Bontempo Executive Chairman Perth, Western Australia 29 September 2021 THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036 Liability limited by a scheme approved under Professional Standards Legislation RSM Australia Partners Level 32 Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111 www.rsm.com.au AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the financial report of Odin Metals Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. RSM AUSTRALIA PARTNERS Perth, WA ALASDAIR WHYTE Dated: 29 September 2021 Partner THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036 Liability limited by a scheme approved under Professional Standards Legislation RSM Australia Partners Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ODIN METALS LIMITED Opinion We have audited the financial report of Odin Metals Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the 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: (i) giving a true and fair view of the Group's financial position as at 30 June 2021 and of its financial performance for the year then ended; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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 this matter Deferred Exploration and Evaluation Expenditure Refer to Note 9 in the financial statements The Group has capitalised exploration and evaluation expenditure, with a carrying value of $2,587,294 as at 30 June 2021. We considered this to be a key audit matter due to the significant management judgments involved in assessing the carrying value of the assets including:  Determination of whether the exploration and evaluation expenditure can be associated with finding specific mineral resources, and the basis on which that expenditure is allocated to an area of interest;  Assessing whether any indicators of impairment are present and if so, judgement applied to determine and quantify any impairment loss; and  Determination of whether exploration activities have reached a stage at which the existence of an economically recoverable reserves may be determined. Our audit procedures included:  Obtaining evidence that the right to tenure of the area of interest is current;  Agreeing a sample of additions to supporting documentation and ensuring the amounts are capital in nature and relate to the area of interest;  Assessing and evaluating management’s assessment of the impairment loss recognised for the area of interests where the rights to tenure have been relinquished;  Reviewing the purchase agreement to obtain an understanding of the acquisition of exploration licences transaction, evaluating the appropriateness of the acquisition accounting treatment and assessing management’s determination of the purchase consideration;  Enquiring with management and reviewing budgets and other documentation as evidence that active and significant operations in, or relation to, the area of interest will be continued in the future; and  Through discussions with the management and review of the Board Minutes, ASX announcements and other relevant documentation, assessing management’s determination that exploration activities have not yet progressed to the stage where the existence or otherwise of economically recoverable reserves may be determined. Share-Based Payments Refer to note 19 in the financial statements During the year ended 30 June 2021 the Group issued options to key management, employees and suppliers. The Group recognised $639,262 as an expense in the statement of profit or loss and other comprehensive income. Management have accounted for these arrangements in accordance with AASB 2 Share-based Payment and used an option pricing model to value the options. We considered this to be a key audit matter due to the complex and significant judgement involved in assessing the fair value of the share- based payments. Our audit procedures included:  Reviewing the key terms and conditions of the share- based payments arrangements;  Obtaining the valuation models prepared by management and assessing whether the models were appropriate for valuing the options granted during the year;  Checking the mathematical accuracy of the computation;  Challenging the reasonableness of key assumptions used in the models by management;  Reviewing the minutes of Board of Director meetings and ASX announcements in relation to the granting of the options; and  Reviewing the adequacy and accuracy of the relevant disclosures in the financial statements. Other Information The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 30 June 2021 but does not include the financial report and the auditor's report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or 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: https://www.auasb.gov.au/auditors_responsibilities/ar2.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 within the directors' report for the year ended 30 June 2021. In our opinion, the Remuneration Report of Odin Metals Limited, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. RSM AUSTRALIA PARTNERS Perth, WA ALASDAIR WHYTE Dated: 29 September 2021 Partner ASX Additional Information Odin Metals Limited 45 2021 Annual Report to Shareholders Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows. The information is current at 24 September 2021. Distribution of Share Holders Ordinary Shares Number of Holders Number of Shares % 1 - 1,000 25 2,931 0.00 1,001 - 5,000 22 66,168 0.01 5,001 - 10,000 66 638,101 0.14 10,001 - 100,000 344 14,636,553 3.14 100,001 - and over 327 451,000,582 96.71 TOTAL 784 466,344,335 100 There were 176 holders of ordinary shares holding less than a marketable parcel. Top Twenty Share Holders The names of the twenty largest holders of quoted equity securities are listed below: Name Shares % PEEL MINING LIMITED 50,000,000 10.72 SUNSET CAPITAL MANAGEMENT PTY LTD 26,250,000 5.63 JET CAPITAL PTY LTD 20,500,000 4.40 AUSMON RESOURCES LIMITED 15,000,000 3.22 BLAMNCO TRADING PTY LTD 14,500,000 3.11 ARALAD MANAGEMENT PTY LTD 11,455,238 2.46 HSBC CUSTODY NOMINEES LIMITED 11,007,589 2.36 STRATA NOMINEES PTY LTD 10,000,000 2.14 TRIBECA INVESTMENT PARTNERS (SINGAPORE) PTE LTD 7,500,000 1.61 VONROSS NOMINEES PTY LTD 7,006,402 1.50 JALAVER PTY LTD 7,000,000 1.50 KERO INVESTMENTS PTY LTD 6,910,000 1.48 ROWLEY SUPER INVESTMENTS PTY LTD 5,600,000 1.20 CITICORP NOMINEES PTY LIMITED 5,586,374 1.20 J & J BANDY NOMINEES PTY LTD 5,000,000 1.07 SYRACUSE CAPITAL PTY LTD 4,901,361 1.05 J & J BANDY NOMINEES PTY LTD 4,393,537 0.94 THREE ZEBRAS PTY LTD 4,225,000 0.91 MRS TIZIANA BATTISTA 4,000,000 0.86 MR MATTHEW KENNY CHAU 4,000,000 0.86 TOTAL 224,835,501 48.22 Substantial Shareholders Name Shares % PEEL MINING LIMITED 50,000,000 10.72 SUNSET CAPITAL MANAGEMENT PTY LTD 26,250,000 5.63 On-Market Buy Back There is no current on-market buy back. ASX Additional Information Odin Metals Limited 46 2021 Annual Report to Shareholders Voting Rights All ordinary shares carry one vote per share without restriction. Options have no voting rights. Use of Proceeds In accordance with listing rule 4.10.19, the Company confirms that it has used cash and assets in a form readily convertible to cash in a way consistent with its business objectives during the financial year ended 30 June 2021. Unlisted Options Number Class Holders with more than 20% 6,200,000 Options over ordinary shares exercisable at $0.001 on or before 3 April 2022. - Aralad Management Pty Ltd 1,000,000 Options - Jet Capital Pty Ltd 1,000,000 Options 5,200,000 Options over ordinary shares exercisable at $0.001 on or before 26 February 2022. - Simon Mottram 5,000,000 Options 20,375,000 Options over ordinary shares exercisable at $0.0001 on or before 1 May 2024. - Simon Mottram 7,500,000 Options - Mrs Tiziana Battista 4,500,000 Options 3,500,000 Options over ordinary shares exercisable at $0.08 on or before 31 March 2023. - Horizon Investment Services Pty Ltd 2,916,669 Options 3,250,000 Options over ordinary shares exercisable at $0.10 on or before 31 March 2023. - Horizon Investment Services Pty Ltd 2,666,666 Options 3,250,000 Options over ordinary shares exercisable at $0.12 on or before 31 March 2023. - Horizon Investment Services Pty Ltd 2,566,665 Options 3,000,000 Options over ordinary shares exercisable at $0.08 on or before 8 July 2022. - 2428 PTY LTD 1,000,000 Options - Gaks Investment Holdings Pty Ltd 1,000,000 Options - Malahide Management Pty Ltd 1,000,000 Options 3,000,000 Options over ordinary shares exercisable at $0.10 on or before 8 July 2022. - 2428 PTY LTD 1,000,000 Options - Gaks Investment Holdings Pty Ltd 1,000,000 Options - Malahide Management Pty Ltd 1,000,000 Options 4,000,000 Options over ordinary shares exercisable at $0.0001 on or before 15 April 2024. - Westoaks Enterprises Pty Ltd 4,000,000 Options 30,000,000 Options over ordinary shares exercisable at $0.00001 on or before 30 July 2024. - Jet Capital Pty Ltd 13,000,000 options - Strata Nominees Pty Ltd 10,000,000 options Schedule of Tenements Odin Metals Limited 47 2021 Annual Report to Shareholders Odin Metals Limited Tenements BL – Blocks HA – Hectares km2 – Kilometres squared Koonenberry Project Location Tenement Project Location Area Structure EL 8721 Koonenberry NSW, Australia 119 BL 100% EL 8722 Koonenberry NSW, Australia 253 BL 100% EL 8790 Koonenberry NSW, Australia 200 BL 100% EL 8791 Koonenberry NSW, Australia 249 BL 100% EL 8909 Koonenberry NSW, Australia 9 BL 100% EL 6400 Koonenberry NSW, Australia 4 BL 100% Under application EL 6281 Koonenberry NSW, Australia 28 BL 100% EL 6308 Koonenberry NSW, Australia 19 BL 100%

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