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PROMETHEUS MINING PTY LTD ACN 600 274 173 FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2016 For personal use only

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Page 1: PROMETHEUS MINING PTY LTD For personal use onlyfenixresources.com.au/wp-content/uploads/2019/01/... · Prometheus Mining Pty Ltd (“Company”) is a for-profit entity for the purpose

PROMETHEUS MINING PTY LTD

ACN 600 274 173

FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2016

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PROMETHEUS MINING PTY LTD CONTENTS PAGE

Director’s Report 3

Auditor's Independence Declaration 5

Financial Report

Statement of Profit or Loss and Other Comprehensive Income 6

Statement of Financial Position 7

Statement of Changes in Equity 8

Statement of Cash Flows 9

Notes to the Financial Statements 10

Director’s Declaration 17

Independent Auditor’s Report 18

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PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

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The Director’s present their report on the entity (referred to hereafter as Company), being Prometheus Mining Pty Ltd for the financial year ended 30 June 2016. This financial report has been prepared in accordance with Australian Accounting Standards and for the purpose of the preparation of the Investigating Accountants Report for inclusion in a prospectus. Directors The names of the directors in office at any time during or since the end of the year are: Kabir Osman AJ Arjun Devanand Garry Plowright Principal activity The principal activity of the Company is mineral exploration. Financial results The financial results of the Company ended 30 June 2016 are:

Review of operations The Company continued to engage in its principal activity, the results of which are disclosed in the attached financial statements. Significant changes in state of affairs There were no significant changes in the Company’s state of affairs that occurred during the financial year.

30 June 2016

Cash and cash equivalents ( $) 231,438

Net assets ($) 764,812

Total revenue ( $) -

Net loss after tax ( $) (296,880)

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PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

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After balance date events

During May 2018 the Company raised $600,000 via a convertible loan facility. The proceeds from the convertible loan are for the payment of outstanding trade payables and general working capital.

There have been no other matters or circumstances, which have arisen since 30 June 2016 that have significantly affected or may significantly affect: (a) the operations, in financial years subsequent to 30 June 2016, of the Company, or (b) the results of those operations, or (c) the state of affairs, in financial years subsequent to 30 June 2016, of the Company.

Likely developments and expected results of operation The Company expects to maintain the present status and level of operations.

Environmental regulation The Company’s operations are not regulated by any significant environmental regulation under a law.

Dividends paid, recommended and declared No dividends were paid or declared since the start of the year. No recommendation for payment of dividends has been made.

Indemnification of officers No indemnities have been given or insurance premiums paid, during or since the end of the year, for any person who is or has been an officer of the Company.

Indemnification of auditors No indemnities have been given or insurance premiums paid, during or since the end of the year, for any person who is or has been an auditor of the Company.

This report is made in accordance with a resolution of the Directors.

Kabir Osman Director 1 August 2018

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BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, andform part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than forthe acts or omissions of financial services licensees

38 Station StreetSubiaco, WA 6008PO Box 700 West Perth WA 6872Australia

Tel: +61 8 6382 4600Fax: +61 8 6382 4601www.bdo.com.au

DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF PROMETHEUS MININGPTY LTD

As lead auditor of Prometheus Mining Pty Ltd for the year ended 30 June 2016, I declare that, to thebest of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Investigating AccountantsReport in relation to the audit; and

2. No contraventions of any applicable code of professional conduct in relation to the audit.

Phillip Murdoch

Partner

BDO Audit (WA) Pty Ltd

Perth, 30 July 2018

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PROMETHEUS MINING PTY LTD STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016

6

` 30-June-2016 30-June-2015

AUD $ AUD $

Revenue

Other revenue - -

Expenses

Accountancy Fees 4,010 2,550

Advisory Services - 5,739

Audit Fee 6,000 -

Amortisation - 499

Bank Charges 880 315

Consultancy Fee 9,091 20,280

Filling Fee 243 -

Financier costs - 15,105

Fines & Penalties 1,250 -

Funding Fee - 234,547

Insurance 6,388 8,770

Interest Paid 649 -

Insurance Funding - 757

Investor expenses - 2,604

Legal Fees 250,000 -

Marketing Expenses 18,369 -

Rates & Taxes - 1,771

Travelling Expenses - 5,027

Loss from continuing operations before income tax

(296,880) (297,964)

Income tax expense - -

Loss from continuing operations after income tax (296,880) (297,964)

Other comprehensive income, net of tax - -

Total other comprehensive loss for the year (296,880) (297,964)

The Statement of Profit or Loss and Other Comprehensive Income is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 JUNE 2016

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Notes 30-June-16 30-June-15

AUD $ AUD $

ASSETS

Current Assets

Cash and cash equivalents 4(a) 231,438 29,676

Trade and other receivables 11,591 135

Total Current Assets 243,029 29,811

Non- Current Assets

Exploration and evaluation expenditure 8 1,042,415 423,350

Total Non-Current Assets 1,042,415 423,350

TOTAL ASSETS 1,285,444 453,161

LIABILITIES

Current Liabilities Trade and other payables 520,582 -

Borrowings 5 50 50

Total Current Liabilities 520,632 50

TOTAL LIABILITIES 520,632 50

NET ASSETS 764,812 453,111

EQUITY

Share capital 6 1,359,781 751,200

Accumulated losses 7 (594,969) (298,089)

TOTAL EQUITY 764,812 453,111

The Statement of Financial Position is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2016

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Issued Capital Accumulated

Losses Total

Equity

AUD $ AUD $ AUD $

Balance at 01 July 2014 101,200 (125) 101,075

Comprehensive income:

Loss after income tax expense for the year - (297,964) (297,964)

Total comprehensive loss for the year - (297,964) (297,964)

Transactions with owners in their capacity as owners:

Contribution of Equity 650,000 - 650,000

At 30 JUNE 2015 751,200 (298,089) 453,111

Balance at 1 July 2015 751,200 (298,089) 453,111

Comprehensive income:

Loss after income tax expense for the year - (296,880) (296,880)

Total comprehensive loss for the year - (296,880) (296,880)

Transactions with owners in their capacity as owners:

Share-based payments 250,000 - 250,000

Contribution of Equity 358,581 - 358,581

At 30 JUNE 2016 1,359,781 (594,969) 764,812

The Statement of Changes in Equity is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2016

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Notes 30-JUNE-16 30-JUNE-15

AUD $ AUD $

Cash flows from operating activities

Payment to suppliers and employees (incl. GST) (46,819) (284,703)

Net cash flows from operating activities 4(b) (46,819) (284,703)

Cash flows from investing activities

Payments for acquisition costs - tenements (110,000) (336,871)

Net cash flows from investing activities (110,000) (336,871)

Cash flows from financing activities

Proceeds from the issue of shares 358,581 650,050

Net cash flows from financing activities 358,581 650,050

Net increase in cash and cash equivalents 201,762 28,476

Cash and cash equivalents at the start of the year 29,676 1,200

Cash and cash equivalents at the end of the year 4(a) 231,438 29,676

The Statement of Cash Flows is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2016

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NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES This financial report is a special purpose financial report prepared for use by the directors and members of the Company. The financial report has been prepared for the purpose of the preparation of the Investigating Accountants Report for inclusion in a prospectus. The directors have determined that the Company is not a reporting entity. Prometheus Mining Pty Ltd (“Company”) is a for-profit entity for the purpose of preparing the financial statements. The financial report was approved by the directors as at the date of the director’s report. The financial report has been prepared in accordance with the recognition and measurement requirements specified by all Accounting Standards and Interpretations, and the disclosure requirements of Accounting Standards:

AASB 101: Presentation of Financial Statements AASB 107: Cash Flow Statements AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors AASB 1048: Interpretations and Application of Standards AASB 1054: Australian Additional Disclosures

Compliance with the recognition and measurement requirements of Australian Accounting Standards results in compliance with recognition and movement requirements of International Financial Reporting Standards (“IFRS”). The following specific accounting policies, which are consistent with the previous year unless otherwise stated, have been adopted in the preparation of this report: a) Basis of preparation of the financial report Historical Cost Convention The financial report has been prepared under the historical cost convention, as modified by revaluations to fair value for certain classes of assets as described in the accounting policies. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3. Functional and presentation currency The functional currency of the Company is measured using the currency of the primary economic environment in which the entity operates. The financial statements are presented in Australian dollars, which is the entity’s functional currency. F

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2016

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b) Going concern The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business. The Company has incurred a net loss of AUD$ 296,880 (2015: 297,964) and experienced net cash outflows from operating and investing activities of AUD $156,819 (2015: $621,574). The ability of the Company to continue as a going concern is dependent upon the success of the fundraising under the prospectus and until that time, the continued support of shareholders. The Directors believe that the Company will continue as a going concern. As a result, the financial report has been prepared on a going concern basis. However, there is a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern and therefore, the Company’s ability to realise its assets and discharge its liabilities in the normal course of business. c) New, revised or amending Accounting Standards and Interpretations adopted The Company has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”) that are mandatory for the current reporting period. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Any significant impact on the accounting policies of the Company from the adoption of these Accounting Standards and Interpretations are disclosed below. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Company. d) Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position. e) Trade and other payables Trade and other payables represent the liabilities at the end of the reporting year for goods and services received by the Company that remain unpaid. Trade payables are recognised at their transaction price. Trade payables are obligations on the basis of normal credit terms.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2016

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f) Issued Capital Common 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. g) 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 normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the end of the financial year; 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 end of the financial year. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in 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 end of the financial year. All other liabilities are classified as non-current. h) Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. i) Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2016

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j) Exploration and Evaluation Expenditure Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest. Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure, but does not include general overheads or administrative expenditure not having a specific nexus with a particular area of interest. Each area of interest is limited to a size related to a known or probable mineral resource capable of supporting a mining operation. Exploration and evaluation expenditure for each area of interest is carried forward as an asset provided that rights to tenure over the area of interest are current and one of the following conditions is met: such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or exploration and evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in relation to the area are continuing. Expenditure which fails to meet the conditions outlined above is written off, furthermore, the directors regularly review the carrying value of exploration and evaluation expenditure and make write downs if the values are not expected to be recoverable. Identifiable exploration assets acquired are recognised as assets at their cost of acquisition. Exploration assets acquired are reassessed on a regular basis and these costs are carried forward provided that at least one of the conditions referred to above is met. Exploration and evaluation expenditure incurred subsequent to acquisition in respect of an exploration asset acquired, is accounted for in accordance with the policy outlined above for exploration expenditure incurred by or on behalf of the entity. When an area of interest is abandoned, any expenditure carried forward in respect of that area is written off. Expenditure is not carried forward in respect of any area of interest unless the Group’s right of tenure to that area of interest is current. k) Share-Based Payments Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

NOTE 2: ACCOUNTING STANDARDS AND INTERPRETATIONS ISSUED BUT NOT OPERATIVE AT 30 JUNE 2016 Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Company for the reporting period ended 30 June 2016. The Company has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2016

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NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Carrying amount of exploration and evaluation expenditure The recoverability of the carrying amount of the exploration and evaluation assets is dependent on the successful development and commercial exploitation, or alternatively, sale of the respective area of interest.

Management reviews the carrying value of exploration and evaluation expenditure on a regular basis to determine whether economic quantities of reserves have been found or whether further exploration and evaluation work is underway or planned to support continued carry forward of capitalised costs. This assessment requires judgement as to the status of the individual projects and their estimated recoverable amount.

NOTE 4: CASH AND CASH EQUIVALENTS

(a) Reconciliation to cash at the end of the year

30-June-16 30-June-15

AUD $ AUD $

Cash and cash equivalents 231,438 29,676

(b) Reconciliation of net loss after income tax to net cash flows used in operating activities

30-June-16 30-June-15

AUD $ AUD $

Net loss after income tax (46,880) (297,964)

Non -cash items adjustment 234,547

Changes in assets and liabilities:

(Increase)/decrease in trade and other receivables (11,456) 13,903

Increase/(decrease) in trade and other payables 11,517 (642)

Net cash flows used in operating activities (46,819) (50,156)

NOTE 5: BORROWINGS

30-June-16 30-June-15

AUD $ AUD $

Loan to K Osman 50 50

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2016

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NOTE 6: ISSUED CAPITAL

30-June-16 30-June-15

AUD $ AUD $

Fully paid ordinary shares (a) 1,359,781 751,200

(a) Movements in Common Shares

Date

Details

Number of shares issued

AUD $

Balance at July 2014 Opening balance 120,000,000 1,200

20 Aug 2014 Issue of shares 3,500,000 350,000

24 Sep 2014 Issue of shares 3,000,000 300,000

24 Sep 2014 Share Based Payment 1,000,000 100,000

30-June-2015 Closing balance 127,500,000 751,200

31 May 2016 Issue of shares 39,000,000 -

31 May 2016 Share-based payment 2,500,000 250,000

20 June 2016 Issue of shares 1 358,581

30-June-2016 Closing balance 169,000,001 1,359,781

NOTE 7: ACCUMULATED LOSSES

30-June-16 30-June-15

AUD $ AUD $

Balance at beginning of the year (298,089) (125)

Loss after income tax expense for the year (296,880) (297,964)

Balance at the end of the year (594,969) (298,089)

NOTE 8 : EXPLORATION AND EVALUATION EXPENDITURE 30-June-16 30-June-15

Balance at beginning of the year 423,350 100,000 Exploration costs 619,065 323,350

Balance at the end of the year 1,042,415 423,350

NOTE 9: COMMITMENTS AND CONTINGENT LIABILITIES

The Company was not committed to make any expenditures as at 30 June 2016. As part of the acquisition of the tenement, the Company has agreed to pay a royalty of $1.00 per tonne of iron ore sold from that tenement to the original owner, subject to a maximum obligation of $10 million. Given the stage of development of the project, it is not practicable to estimate a value of the financial effect of this obligation. Otherwise, the Company had no contingent liabilities as at 30 June 2016.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2016

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NOTE 10: EVENTS SUBSEQUENT TO REPORTING DATE

During May 2018 the Company raised $600,000 via a convertible loan facility. The proceeds from the convertible loan are for the payment of outstanding trade payables and general working capital.

There have been no other matters or circumstances, which have arisen since 30 June 2016 that have significantly affected or may significantly affect: (a) the operations, in financial years subsequent to 30 June 2016, of the Company, or (b) the results of those operations, or (c) the state of affairs, in financial years subsequent to 30 June 2016, of the Company.

NOTE 11: COMPANY DETAILS

The registered office and principal place of business of the company is: Level 2, 14 Ventnor Ave , West Perth WA 6005

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PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION FOR THE PERIOD ENDED 30 JUNE 2016

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The Directors have determined that the Company is not a reporting entity and that this special purpose financial report should be prepared in accordance with the accounting policies outlined in Note 1 to the financial statements. The directors of the Company declare that:

1. The financial statements and notes, as set out on pages 6 to 16 presents fairly the Company’s financial position as at 30 June 2016 and performance for the year ended on that date of the Company in accordance with the accounting policies outlined in Note 1 to the financial statements.

2. In the director’s opinion there are reasonable grounds to believe that the Company will be able to pay

its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Directors. Kabir Osman Director 1 August 2018

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BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, andform part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than forthe acts or omissions of financial services licensees

38 Station StreetSubiaco, WA 6008PO Box 700 West Perth WA 6872Australia

Tel: +61 8 6382 4600Fax: +61 8 6382 4601www.bdo.com.au

INDEPENDENT AUDITOR'S REPORT

To the members of Prometheus Mining Pty Ltd

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Prometheus Mining Pty Ltd, which comprises the statement offinancial position as at 30 June 2016, the statement of profit or loss and other comprehensive income,the statement of changes in equity and the statement of cash flows for the year then ended, and notesto the financial report, including a summary of significant accounting policies, and managements’assertion statement.

In our opinion the accompanying financial report presents fairly, in all material respects, the financialposition of the Entity as at 30 June 2016 and of its financial performance and its cash flows for the yearthen ended in accordance with the basis of accounting described in note 1.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities underthose standards are further described in the Auditor’s responsibilities for the audit of the FinancialReport section of our report. We are independent of the Entity in accordance with ethicalrequirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics forProfessional Accountants (the Code) that are relevant to our audit of the financial report in Australia.We have also fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.

Material uncertainty related to going concern

We draw attention to Note 1(b) in the financial report, which describes the events and conditionswhich give rise to the existence of a material uncertainty that may cast significant doubt about theentity’s ability to continue as a going concern and therefore, the entity may be unable to realise itsassets and discharge its liabilities in the normal course of business. Our opinion is not modified inrespect of this matter.

Emphasis of matter – Basis of accounting

We draw attention to Note 1 to the financial report, which describes the basis of accounting. Thefinancial report has been prepared to assist the Entity to meet the requirements of InvestigatingAccountants Report for inclusion in a prospectus. As a result, the financial report may not be suitablefor another purpose. Our opinion is not modified in respect of this matter.F

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Responsibilities of management and those charged with governance for the Financial Report

Management is responsible for the preparation and fair presentation of the financial report, and havedetermined that the basis of preparation described in Note 1 is appropriate to meet the requirementsof the Investigating Accountants Report for inclusion in a prospectus and for such internal control asmanagement determines is necessary to enable the preparation and fair presentation of a financialreport that is free from material misstatement, whether due to fraud or error.

In preparing the financial report, management is responsible for assessing the Entity’s ability tocontinue as a going concern, disclosing, as applicable, matters relating to going concern and using thegoing concern basis of accounting unless management either intends to liquidate the Entity or to ceaseoperations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Entity’s financial reporting process.

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 freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report thatincludes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit conducted in accordance with the Australian Auditing Standards will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and are considered materialif, individually or in the aggregate, they could reasonably be expected to influence the economicdecisions 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 theAuditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:

http://www.auasb.gov.au/auditors_responsibilities/ar4.pdf

This description forms part of our auditor’s report.

BDO Audit (WA) Pty Ltd

Phillip Murdoch

Partner

Perth, 30 July 2018For

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PROMETHEUS MINING PTY LTD

ACN 600 274 173

FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2017

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PROMETHEUS MINING PTY LTD CONTENTS PAGE

Director’s Report 3

Independent Auditor's Report 5

Financial Report

Statement of Profit or Loss and Other Comprehensive Income 6

Statement of Financial Position 7

Statement of Changes in Equity 8

Statement of Cash Flows 9

Notes to the Financial Statements 10

Director’s Declaration 17

Independent Auditor’s Report 18

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PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

3

The Director’s present their report on the entity (referred to hereafter as Company), being Prometheus Mining Pty Ltd for the financial year ended 30 June 2017. This financial report has been prepared in accordance with Australian Accounting Standards and for the purpose of the preparation of the Investigating Accountants Report for inclusion in a prospectus. Directors The names of the directors in office at any time during or since the end of the year are: Kabir Osman AJ Arjun Devanand Garry Plowright Principal activity The principal activity of the Company is mineral exploration. Financial results The financial results of the Company ended at 30 June 2017 are:

30 June 2017

Cash and cash equivalents ( $) 1,557

Net assets ($) 527,812

Total revenue ( $) -

Net loss after tax ( $) (237,000)

Review of operations The Company continued to engage in its principal activity, the results of which are disclosed in the attached financial statements. Significant changes in state of affairs There were no significant changes in the Company’s state of affairs that occurred during the financial year.

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PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

4

After balance date events

During May 2018 the Company raised $600,000 via a convertible loan facility. The proceeds from the convertible loan are for the payment of outstanding trade payables and general working capital.

There have been no other matters or circumstances, which have arisen since 30 June 2017 that have significantly affected or may significantly affect: (a) the operations, in financial years subsequent to 30 June 2017, of the Company, or (b) the results of those operations, or (c) the state of affairs, in financial years subsequent to 30 June 2017, of the Company.

Likely developments and expected results of operation The Company expects to maintain the present status and level of operations.

Environmental regulation The Company’s operations are not regulated by any significant environmental regulation under a law.

Dividends paid, recommended and declared No dividends were paid or declared since the start of the year. No recommendation for payment of dividends has been made.

Indemnification of officers No indemnities have been given or insurance premiums paid, during or since the end of the year, for any person who is or has been an officer of the Company.

Indemnification of auditors No indemnities have been given or insurance premiums paid, during or since the end of the year, for any person who is or has been an auditor of the Company.

This report is made in accordance with a resolution of the Directors.

Kabir Osman Director 1 August 2018

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BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, andform part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than forthe acts or omissions of financial services licensees

38 Station StreetSubiaco, WA 6008PO Box 700 West Perth WA 6872Australia

Tel: +61 8 6382 4600Fax: +61 8 6382 4601www.bdo.com.au

DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF PROMETHEUS MININGPTY LTD

As lead auditor of Prometheus Mining Pty Ltd for the year ended 30 June 2017, I declare that, to thebest of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Investigating AccountantsReport in relation to the audit; and

2. No contraventions of any applicable code of professional conduct in relation to the audit.

Phillip Murdoch

Partner

BDO Audit (WA) Pty Ltd

Perth, 30 July 2018

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PROMETHEUS MINING PTY LTD STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE PERIOD ENDED AT 30 JUNE 2017

6

30-June-2017 30-June-2016

AUD $ AUD $

Revenue

Other revenue - -

Expenses

Accountancy Fees 2,980 4,010

Audit Fee 6,000 6,000

Bank Charges 800 880

Computer Expense 5,266 -

Consultancy Fee 53,182 9,091

Donations 441 -

Filling Fee 246 243

Fines & Penalties 632 1,250

General Expense 36,177 -

Loan Impairment- Prometheus Developments 20,915

Insurance 8,164 6,388

Interest Paid 3,867 649

Marketing Expenses 83,656 18,369

Legal Fees - 250,000

Printing &Stationery 86 -

Rates & Taxes 3,210 -

Subscriptions 130 -

Telephone 11,248 -

Loss from continuing operations before income tax

(237,000) (296,880)

Income tax expense - -

Loss from continuing operations after income tax (237,000) (296,880)

Other comprehensive income, net of tax - -

Total other comprehensive loss for the year (237,000) (296,880)

The Statement of Profit or Loss and Other Comprehensive Income is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD STATEMENT OF FINANCIAL POSITION FOR THE PERIOD ENDED AT 30 JUNE 2017

7

Notes 30-June-17 30-June-16

AUD $ AUD $

ASSETS

Current Assets

Cash and cash equivalents 4(a) 1,557 231,438

Trade and other receivables 24,721 11,591

Total Current Assets 26,278 243,029

Non- Current Assets

Exploration and evaluation expenditure 8 1,048,337 1,042,415

Total Non-Current Assets 1,048,337 1,042,415

TOTAL ASSETS 1,074,615 1,285,444

LIABILITIES

Current Liabilities

Trade and other payables 529,138 520,582

Borrowings 5 17,665 50

Total Current Liabilities 546,803 520,632

TOTAL LIABILITIES 546,803 520,632

NET ASSETS 527,812 764,812

EQUITY

Share capital 6 1,359,781 1,359,781

Accumulated losses 7 (831,969) (594,969)

TOTAL EQUITY 527,812 764,812

The Statement of Financial Position is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED AT 30 JUNE 2017

8

Issued Capital Accumulated

Losses Total

Equity

AUD $ AUD $ AUD $

Balance at 01 July 2015 751,200 (298,089) 453,111

Comprehensive income:

Loss after income tax expense for the year - (296,880) (296,880)

Total comprehensive loss for the year - (296,880) (296,880)

Transactions with owners in their capacity as owners:

Share-based payments 250,000 - 250,000

Contribution of Equity 358,581 - 358,581

At 30 JUNE 2016 1,359,781 (594,969) 764,812

Balance at 01 July 2016 1,359,781 (594,969) 764,812

Comprehensive income:

Loss after income tax expense for the year - (237,000) (237,000)

Total comprehensive loss for the year - (237,000) (237,000)

Transactions with owners in their capacity as owners:

Contribution of Equity - - -

At 30 JUNE 2017 1,359,781 (831,969) 527,812

The Statement of Changes in Equity is to be read in

conjunction with the accompanying notes. For

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PROMETHEUS MINING PTY LTD STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED AT 30 JUNE 2017

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Notes 30-JUNE-17 30-JUNE-16

AUD $ AUD $

Cash flows from operating activities

Payment to suppliers and employees (incl. GST) (223,959) (46,819)

Net cash flows from operating activities 4(b) (223,959) (46,819)

Cash flows from investing activities

Payments for acquisition costs - tenements (5,922) (110,000)

Net cash flows from investing activities (5,922) (110,000)

Cash flows from financing activities

Proceeds from the issue of shares - 358,581

Net cash flows from financing activities - 358,581

Net increase in cash and cash equivalents (229,881) 201,762

Cash and cash equivalents at the start of the year 231,438 29,676

Cash and cash equivalents at the end of the year 4(a) 1,557 231,438

The Statement of Cash Flows is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED AT 30 JUNE 2017

10

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES This financial report is a special purpose financial report prepared for use by the directors and members of the Company. The financial report has been prepared for the purpose of the preparation of the Investigating Accountants Report for inclusion in a prospectus. The directors have determined that the Company is not a reporting entity. Prometheus Mining Pty Ltd (“Company”) is a for-profit entity for the purpose of preparing the financial statements. The financial report was approved by the directors as at the date of the director’s report. The financial report has been prepared in accordance with the recognition and measurement requirements specified by all Accounting Standards and Interpretations, and the disclosure requirements of Accounting Standards:

AASB 101: Presentation of Financial Statements AASB 107: Cash Flow Statements AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors AASB 1048: Interpretations and Application of Standards AASB 1054: Australian Additional Disclosures

Compliance with the recognition and measurement requirements of Australian Accounting Standards results in compliance with recognition and movement requirements of International Financial Reporting Standards (“IFRS”). The following specific accounting policies, which are consistent with the previous year unless otherwise stated, have been adopted in the preparation of this report: a) Basis of preparation of the financial report Historical Cost Convention The financial report has been prepared under the historical cost convention, as modified by revaluations to fair value for certain classes of assets as described in the accounting policies. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3. Functional and presentation currency The functional currency of the Company is measured using the currency of the primary economic environment in which the entity operates. The financial statements are presented in Australian dollars, which is the entity’s functional currency. F

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED AT 30 JUNE 2017

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NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) b) Going concern The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business. The company has incurred a net loss of AUD$237,000 (2016: $296,880) and experienced net cash outflows from operating and investing activities of AUD$229,881 (2016: $156,819). The ability of the company to continue as a going concern is dependent upon the success of the fundraising under the prospectus and until that time, the continued support of shareholders. The Directors believe that the company will continue as a going concern. As a result, the financial report has been prepared on a going concern basis. However, there is a material uncertainty that may cast significant doubt about the company’s ability to continue as a going concern and therefore, its ability to realise its assets and discharge its liabilities in the normal course of business. c) New, revised or amending Accounting Standards and Interpretations adopted The Company has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”) that are mandatory for the current reporting period. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Any significant impact on the accounting policies of the Company from the adoption of these Accounting Standards and Interpretations are disclosed below. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Company. d) Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position. e) Trade and other payables Trade and other payables represent the liabilities at the end of the reporting period for goods and services received by the Company that remain unpaid. Trade payables are recognised at their transaction price. Trade payables are obligations on the basis of normal credit terms.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED AT 30 JUNE 2017

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NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) f) Issued Capital Common 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. g) 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 normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the end of the financial year; 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 end of the financial year. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the end of the financial year; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the end of the financial year. All other liabilities are classified as non-current. h) Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. i) Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED AT 30 JUNE 2017

13

j) Exploration and Evaluation Expenditure Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest. Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure, but does not include general overheads or administrative expenditure not having a specific nexus with a particular area of interest. Each area of interest is limited to a size related to a known or probable mineral resource capable of supporting a mining operation. Exploration and evaluation expenditure for each area of interest is carried forward as an asset provided that rights to tenure over the area of interest are current and one of the following conditions is met: such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or exploration and evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in relation to the area are continuing. Expenditure which fails to meet the conditions outlined above is written off, furthermore, the directors regularly review the carrying value of exploration and evaluation expenditure and make write downs if the values are not expected to be recoverable. Identifiable exploration assets acquired are recognised as assets at their cost of acquisition. Exploration assets acquired are reassessed on a regular basis and these costs are carried forward provided that at least one of the conditions referred to above is met. Exploration and evaluation expenditure incurred subsequent to acquisition in respect of an exploration asset acquired, is accounted for in accordance with the policy outlined above for exploration expenditure incurred by or on behalf of the entity. When an area of interest is abandoned, any expenditure carried forward in respect of that area is written off. Expenditure is not carried forward in respect of any area of interest unless the Group’s right of tenure to that area of interest is current. k) Share-Based Payments Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. NOTE 2: ACCOUNTING STANDARDS AND INTERPRETATIONS ISSUED BUT NOT OPERATIVE AT 30 JUNE 2017

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Company for the year ended 30 June 2017. The Company has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED AT 30 JUNE 2017

14

NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next year are discussed below. Carrying amount of exploration and evaluation expenditure The recoverability of the carrying amount of the exploration and evaluation assets is dependent on the successful development and commercial exploitation, or alternatively, sale of the respective area of interest.

Management reviews the carrying value of exploration and evaluation expenditure on a regular basis to determine whether economic quantities of reserves have been found or whether further exploration and evaluation work is underway or planned to support continued carry forward of capitalised costs. This assessment requires judgement as to the status of the individual projects and their estimated recoverable amount.

NOTE 4: CASH AND CASH EQUIVALENTS

(a) Reconciliation to cash at the end of the year

30-June-17 30-June-16

AUD $ AUD $

Cash and cash equivalents 1,557 231,438

(b) Reconciliation of net loss after income tax to net cash flows used in operating activities

30-June-17 30-June-16

AUD $ AUD $

Net loss after income tax (237,000) (46,880)

Changes in assets and liabilities:

(Increase)/decrease in trade and other receivables (13,130) (11,456)

Increase/(decrease) in trade and other payables 26,171 11,517

Net cash flows used in operating activities (223,959) (46,819) For

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED AT 30 JUNE 2017

15

NOTE 5: BORROWINGS

30-June-17 30-June-16

AUD $ AUD $

Loan to K Osman 17,665 50

NOTE 6: ISSUED CAPITAL

30-June-17 30-June-16

AUD $ AUD $

Fully paid common shares 1,009,781 1,009,781

(a) Movements in Common Shares

NOTE 7: ACCUMULATED LOSSES

30-June-17 30-June-16

AUD $ AUD $

Balance at beginning of the year (594,969) (298,089)

Loss after income tax expense for the year (237,000) (296,880)

Balance at the end of the year (831,969) (594,969)

NOTE 8 : EXPLORATION AND EVALUATION EXPENDITURE 30-June-17 30-June-16

Balance at beginning of the year 1,042,415 423,350 Exploration costs 5,922 619,065

Balance at the end of the year 1,048,337 1,042,415

Date

Details

Number of shares issued

AUD $

Balance at July 2015 Opening balance 127,500,000 751,200

31 May 2016 Issue of shares 39,000,000 -

31 May 2016 Share-based payment 2,500,000 250,000

20 June 2016 Issue of shares 1 358,581

30-June-2016 Closing balance 169,000,001 1,359,781

30-June-2017 Closing balance 169,000,001 1,359,781

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED AT 30 JUNE 2017

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NOTE 9: COMMITMENTS AND CONTINGENT LIABILITIES

The Company was not committed to make any expenditures as at 30 June 2017. As part of the acquisition of the tenement, the Company has agreed to pay a royalty of $1.00 per tonne of iron ore sold from that tenement to the original owner, subject to a maximum obligation of $10 million. Given the stage of development of the project, it is not practicable to estimate a value of the financial effect of this obligation. Otherwise, the Company had no contingent liabilities as at 30 June 2017.

NOTE 10: EVENTS SUBSEQUENT TO REPORTING DATE

During May 2018 the Company raised $600,000 via a convertible loan facility. The proceeds from the convertible loan are for the payment of outstanding trade payables and general working capital.

There have been no other matters or circumstances, which have arisen since 30 June 2017 that have significantly affected or may significantly affect: (a) the operations, in financial years subsequent to 30 June 2017, of the Company, or (b) the results of those operations, or (c) the state of affairs, in financial years subsequent to 30 June 2017, of the Company.

NOTE 11: COMPANY DETAILS

The registered office and principal place of business of the company is: Level 2, 14 Ventnor Ave , West Perth WA 6005

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PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION FOR THE PERIOD ENDED 30 JUNE 2017

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The Directors have determined that the Company is not a reporting entity and that this special purpose financial report should be prepared in accordance with the accounting policies outlined in Note 1 to the financial statements. The directors of the Company declare that:

1. The financial statements and notes, as set out on pages 6 – 16 presents fairly the Company’s financial position as at 30 June 2017 and performance for the year ended on that date of the Company in accordance with the accounting policies outlined in Note 1 to the financial statements.

2. In the director’s opinion there are reasonable grounds to believe that the Company will be able to pay

its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Directors. Kabir Osman Director 1 August 2018

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BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, andform part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than forthe acts or omissions of financial services licensees

38 Station StreetSubiaco, WA 6008PO Box 700 West Perth WA 6872Australia

Tel: +61 8 6382 4600Fax: +61 8 6382 4601www.bdo.com.au

INDEPENDENT AUDITOR'S REPORT

To the members of Prometheus Mining Pty Ltd

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Prometheus Mining Pty Ltd, which comprises the statement offinancial position as at 30 June 2017, the statement of profit or loss and other comprehensive income,the statement of changes in equity and the statement of cash flows for the year then ended, and notesto the financial report, including a summary of significant accounting policies, and managements’assertion statement.

In our opinion the accompanying financial report presents fairly, in all material respects, the financialposition of the Entity as at 30 June 2017 and of its financial performance and its cash flows for the yearthen ended in accordance with the basis of accounting described in note 1.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities underthose standards are further described in the Auditor’s responsibilities for the audit of the FinancialReport section of our report. We are independent of the Entity in accordance with ethicalrequirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics forProfessional Accountants (the Code) that are relevant to our audit of the financial report in Australia.We have also fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.

Material uncertainty related to going concern

We draw attention to Note 1(b) in the financial report which describes the events and/or conditionswhich give rise to the existence of a material uncertainty that may cast significant doubt about theentity’s ability to continue as a going concern and therefore the entity may be unable to realise itsassets and discharge its liabilities in the normal course of business. Our opinion is not modified inrespect of this matter.

Emphasis of matter – Basis of accounting

We draw attention to Note 1 to the financial report, which describes the basis of accounting. Thefinancial report has been prepared to assist the Entity to meet the requirements of InvestigatingAccountants Report for inclusion in a prospectus. As a result, the financial report may not be suitablefor another purpose. Our opinion is not modified in respect of this matter.F

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Responsibilities of management and those charged with governance for the Financial Report

Management is responsible for the preparation and fair presentation of the financial report, and havedetermined that the basis of preparation described in Note 1 is appropriate to meet the requirementsof Investigating Accountants Report for inclusion in a prospectus and for such internal control asmanagement determines is necessary to enable the preparation and fair presentation of a financialreport that is free from material misstatement, whether due to fraud or error.

In preparing the financial report, management is responsible for assessing the Entity’s ability tocontinue as a going concern, disclosing, as applicable, matters relating to going concern and using thegoing concern basis of accounting unless management either intends to liquidate the Entity or to ceaseoperations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Entity’s financial reporting process.

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 freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report thatincludes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit conducted in accordance with the Australian Auditing Standards will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and are considered materialif, individually or in the aggregate, they could reasonably be expected to influence the economicdecisions 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 theAuditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:

http://www.auasb.gov.au/auditors_responsibilities/ar4.pdf

This description forms part of our auditor’s report.

BDO Audit (WA) Pty Ltd

Phillip Murdoch

Partner

Perth, 30 July 2018For

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PROMETHEUS MINING PTY LTD

ACN 600 274 173

FINANCIAL REPORT FOR THE PERIOD ENDED 31 DECEMBER 2017

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PROMETHEUS MINING PTY LTD CONTENTS PAGE

Director’s Report 3

Independent Auditor's Report 5

Financial Report

Statement of Profit or Loss and Other Comprehensive Income 6

Statement of Financial Position 7

Statement of Changes in Equity 8

Statement of Cash Flows 9

Notes to the Financial Statements 10

Director’s Declaration 17

Independent Auditor's Report 18

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PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

3

The Director’s present their report on the entity (referred to hereafter as Company), being Prometheus Mining Pty Ltd for the financial period ended 31 December 2017. This financial report has been prepared in accordance with Australian Accounting Standards and for the purpose of the preparation of the Investigating Accountants Report for inclusion in a prospectus. Directors The names of the directors in office at any time during or since the end of the period are: Kabir Osman AJ Arjun Devanand Garry Plowright Principal activity The principal activity of the Company is mineral exploration Financial results The financial results of the Company ended at 31 December 2017 are:

31 Dec 2017

Cash and cash equivalents ( $) (17,158)

Net assets ($) 476,940

Total revenue ( $) -

Net loss after tax ( $) (50,872)

Review of operations The Company continued to engage in its principal activity, the results of which are disclosed in the attached financial statements. Significant changes in state of affairs There were no significant changes in the Company’s state of affairs that occurred during the financial period.

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PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

4

After balance date events

During May 2018 the Company raised $600,000 via a convertible loan facility. The proceeds from the convertible loan are for the payment of outstanding trade payables and general working capital.

There have been no other matters or circumstances, which have arisen since 31 December 2017 that have significantly affected or may significantly affect: (a) the operations, in financial years subsequent to 31 December 2017, of the Company, or (b) the results of those operations, or (c) the state of affairs, in financial years subsequent to 31 December 2017, of the Company.

Likely developments and expected results of operation The Company expects to maintain the present status and level of operations.

Environmental regulation The Company’s operations are not regulated by any significant environmental regulation under a law.

Dividends paid, recommended and declared No dividends were paid or declared since the start of the period. No recommendation for payment of dividends has been made.

Indemnification of officers No indemnities have been given or insurance premiums paid, during or since the end of the period, for any person who is or has been an officer of the Company.

Indemnification of auditors No indemnities have been given or insurance premiums paid, during or since the end of the period, for any person who is or has been an auditor of the Company.

This report is made in accordance with a resolution of the Directors.

Kabir Osman Director 1 August 2018

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BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, andform part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than forthe acts or omissions of financial services licensees

38 Station StreetSubiaco, WA 6008PO Box 700 West Perth WA 6872Australia

Tel: +61 8 6382 4600Fax: +61 8 6382 4601www.bdo.com.au

DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF PROMETHEUS MININGPTY LTD

As lead auditor of Prometheus Mining Pty Ltd for the half-year ended 31 December 2017, I declare that,to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Investigating AccountantsReport in relation to the audit; and

2. No contraventions of any applicable code of professional conduct in relation to the audit.

Phillip Murdoch

Partner

BDO Audit (WA) Pty Ltd

Perth, 30 July 2018

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PROMETHEUS MINING PTY LTD STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE PERIOD ENDED AT 31 DECEMBER 2017

6

31-Dec-2017 31–Dec-2016

AUD $ AUD $

Revenue

Other revenue - -

Expenses

Accountancy Fees 1,150 2,980

Audit Fee 3,000 3,000

Bank Charges 186 495

Computer Expense 4,861 4,285

Consultancy Fee - 28,181

Donations 294 147

Filling Fee - 246

Fines & Penalties 572 632

General Expense 358 36,177

Insurance 3,068 8,164

Interest Paid 27,784 8,164

Marketing Expenses 4,051 60,661

Rates & Taxes - 2,850

Telephone 5,197 7,427

Travelling Expenses 351 -

Loss from continuing operations before income tax

(50,872) (155,702)

Income tax expense - -

Loss from continuing operations after income tax (50,872) (155,702)

Other comprehensive income, net of tax - -

Total other comprehensive loss for the period (50,872) (155,702)

The Statement of Profit or Loss and Other Comprehensive Income is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD STATEMENT OF FINANCIAL POSITION FOR THE PERIOD END AT 31 DECEMBER 2017

7

Notes 31-Dec -2017 30-June-17

AUD $ AUD $

ASSETS

Current Assets

Cash and cash equivalents 4(a) 1,200 1,557

Trade and other receivables 9,388 24,721

Total Current Assets 10,588 26,278

Non- Current Assets

Exploration and evaluation expenditure 8 1,051,546 1,048,337

Total Non-Current Assets 1,051,546 1,048,337

TOTAL ASSETS 1,062,134 1,074,615

LIABILITIES

Current Liabilities Trade and other payables 549,020 529,138

Bank overdraft 18,358 -

Borrowings 5 17,816 17,665

Total Current Liabilities 585,194 546,803

TOTAL LIABILITIES 585,194 546,803

NET ASSETS 476,940 527,812

EQUITY

Share capital 6 1,359,781 1,359,781

Accumulated losses 7 (882,841) (831,969)

TOTAL EQUITY 476,940 527,812

.

The Statement of Financial Position is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD END AT 31 DECEMBER 2017

8

Issued Capital Accumulated

Losses Total

Equity

AUD $ AUD $ AUD $

Balance at 01 July 2016 1,359,781 (594,969) 764,812

Comprehensive income:

Loss after income tax expense for the period - (237,000) (237,000)

Total comprehensive loss for the period - (237,000) (237,000)

Transactions with owners in their capacity as owners:

Contribution of Equity - - -

At 30 JUNE 2017 1,359,781 (831,969) 527,812

Balance at 01 July 2017 1,359,781 (831,969) 527,812

Comprehensive income:

Loss after income tax expense for the period - (50,872) (50,872)

Total comprehensive loss for the period - (50,872) (50,872)

Transactions with owners in their capacity as owners:

Contribution of Equity - - -

At 31 December 2017 1,359,781 (882,841) 476,940

The Statement of Changes in Equity is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED AT 31 DECEMBER 2017

9

Notes 31-Dec-17 31-Dec-16

AUD $ AUD $

Cash flows from operating activities

Payment to suppliers and employees (incl. GST) (14,847) (220,545)

Interest paid (659) -

Net cash flows from operating activities 4(b) (15,506) (220,245)

Cash flows from investing activities

Payments for acquisition costs - tenements (3,209) (2,700)

Net cash flows from investing activities (3,209) (2,700)

Cash flows from financing activities

Repayment of loans - (5,811)

Net cash flows from financing activities - (5,811)

Net increase in cash and cash equivalents (18,715) (27,294)

Cash and cash equivalents at the beginning of the period 1,557 231,438

Cash and cash equivalents at the end of the period 4(a) (17,158) 2,382

The Statement of Cash Flows is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2017

10

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

This financial report is a special purpose financial report prepared for use by the directors and members of the Company. The financial report has been prepared for the purpose of the preparation of the Investigating Accountants Report for inclusion in a prospectus. The directors have determined that the Company is not a reporting entity. Prometheus Mining Pty Ltd (“Company”) is a for-profit entity for the purpose of preparing the financial statements. The financial report was approved by the directors as at the date of the director’s report. The financial report has been prepared in accordance with the recognition and measurement requirements specified by all Accounting Standards and Interpretations, and the disclosure requirements of Accounting Standards:

AASB 101: Presentation of Financial Statements AASB 107: Cash Flow Statements AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors AASB 1048: Interpretations and Application of Standards AASB 1054: Australian Additional Disclosures

Compliance with the recognition and measurement requirements of Australian Accounting Standards results in compliance with recognition and movement requirements of International Financial Reporting Standards (“IFRS”). The following specific accounting policies, which are consistent with the previous period unless otherwise stated, have been adopted in the preparation of this report: a) Basis of preparation of the financial report Historical Cost Convention The financial report has been prepared under the historical cost convention, as modified by revaluations to fair value for certain classes of assets as described in the accounting policies. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3. Functional and presentation currency The functional currency of the Company is measured using the currency of the primary economic environment in which the entity operates. The financial statements are presented in Australian dollars, which is the entity’s functional currency.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2017

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NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

b) Going concern The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business. The Company has incurred a net loss of AUD $50,872 (Dec 2016: 155,702) and experienced net cash outflows from operations of AUD $18,715 (Dec 2016: $222,945) and net cash outflows from investing activities of AUD $nil for the period ended 31 December 2017 (Dec 2016: $5,811). The ability of the Company to continue as a going concern is dependent upon the success of the fundraising under the prospectus and/or the continued support of shareholders. The Directors believe that the Company will continue as a going concern. As a result the financial report has been prepared on a going concern basis. However should the Company be unsuccessful in fundraising under the prospectus there is a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern and therefore, the Company’s ability to realise its assets and discharge its liabilities in the normal course of business. c) New, revised or amending Accounting Standards and Interpretations adopted The Company has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”) that are mandatory for the current reporting period. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Any significant impact on the accounting policies of the Company from the adoption of these Accounting Standards and Interpretations are disclosed below. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Company. d) Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position. e) Trade and other payables Trade and other payables represent the liabilities at the end of the reporting period for goods and services received by the Company that remain unpaid. Trade payables are recognised at their transaction price. Trade payables are obligations on the basis of normal credit terms. f) Issued Capital Common 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.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2017

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NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

g) 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 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 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.

h) Fair value measurement

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

i) Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2017

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NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

j) Exploration and Evaluation Expenditure Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest. Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure, but does not include general overheads or administrative expenditure not having a specific nexus with a particular area of interest. Each area of interest is limited to a size related to a known or probable mineral resource capable of supporting a mining operation. Exploration and evaluation expenditure for each area of interest is carried forward as an asset provided that rights to tenure over the area of interest are current and one of the following conditions is met: such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or exploration and evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in relation to the area are continuing. Expenditure which fails to meet the conditions outlined above is written off, furthermore, the directors regularly review the carrying value of exploration and evaluation expenditure and make write downs if the values are not expected to be recoverable. Identifiable exploration assets acquired are recognised as assets at their cost of acquisition. Exploration assets acquired are reassessed on a regular basis and these costs are carried forward provided that at least one of the conditions referred to above is met. Exploration and evaluation expenditure incurred subsequent to acquisition in respect of an exploration asset acquired, is accounted for in accordance with the policy outlined above for exploration expenditure incurred by or on behalf of the entity. When an area of interest is abandoned, any expenditure carried forward in respect of that area is written off. Expenditure is not carried forward in respect of any area of interest unless the Group’s right of tenure to that area of interest is current.

k) Share-Based Payments Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

NOTE 2: ACCOUNTING STANDARDS AND INTERPRETATIONS ISSUED BUT NOT OPERATIVE AT 31 DECEMBER 2017

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Company for the reporting period ended 31 December 2017. The Company has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2017

14

NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial period are discussed below. Carrying amount of exploration and evaluation expenditure The recoverability of the carrying amount of the exploration and evaluation assets is dependent on the successful development and commercial exploitation, or alternatively, sale of the respective area of interest.

Management reviews the carrying value of exploration and evaluation expenditure on a regular basis to determine whether economic quantities of reserves have been found or whether further exploration and evaluation work is underway or planned to support continued carry forward of capitalised costs. This assessment requires judgement as to the status of the individual projects and their estimated recoverable amount.

NOTE 4: CASH AND CASH EQUIVALENTS

(a) Reconciliation to cash at the end of the period

31-Dec-17 30 -June-17

AUD $ AUD $

Cash at bank and in hand 1,200 1,557 Bank overdraft (18,358) -

Net Cash at bank and in hand (17,158) 1,557

(b) Reconciliation of net loss after income tax to net cash flows used in operating activities

31-Dec-17 31-Dec-16

AUD $ AUD $

Net loss after income tax (50,872) (155,702)

Changes in assets and liabilities:

(Increase)/decrease in trade and other receivables 15,333 (34,045)

In Increase/(decrease) in trade and other payables 16,824 (33,498)

Net cash flows used in operating activities (18,715) (223,245) For

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2017

15

NOTE 5: BORROWINGS

31-Dec-17 30-June-17

AUD $ AUD $

K Osman loan 11,685 17,665

Premium Funding loan 6,131 -

Borrowings 17,816 17,665

NOTE 6: ISSUED CAPITAL

31-Dec-17 30-June-17

AUD $ AUD $

Fully paid common shares (a) 1,359,781 1,359,781

(a) Movements in Common Shares

NOTE 7: ACCUMULATED LOSSES

31-Dec-17 30-June-17

AUD $ AUD $

Balance at the beginning of the period (831,969) (594,969)

Loss after income tax expense for the period (50,872) (237,000)

Balance at the end of the period (882,841) (831,969)

NOTE 8 : EXPLORATION AND EVALUATION EXPENDITURE 31-Dec-17 30-June-17

AUD $ AUD $

Balance at beginning of the period 1,048,337 1,042,415 Exploration costs 3,209 5,922

Balance at the end of the period 1,051,546 1,048,337

Date

Details

Number of shares issued AUD $

Balance at July 2016 Opening balance 169,000,001 1,359,781

30-June-2017 Closing balance 169,000,001 1,359,781

31-Dec-2017 Closing balance 169,000,001 1,359,781

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2017

16

NOTE 9: COMMITMENTS AND CONTINGENT LIABILITIES

The Company was not committed to make any expenditures as at 31 December 2017. As part of the acquisition of the tenement, the Company has agreed to pay a royalty of $1.00 per tonne of iron ore sold from that tenement to the original owner, subject to a maximum obligation of $10 million. Given the stage of development of the project, it is not practicable to estimate a value of the financial effect of this obligation. Otherwise, the Company had no contingent liabilities as at 31 December 2017.

NOTE 10: EVENTS SUBSEQUENT TO REPORTING DATE

During May 2018 the Company raised $600,000 via a convertible loan facility. The proceeds from the convertible loan are for the payment of outstanding trade payables and general working capital. There have been no other matters or circumstances, which have arisen since 31 December 2017 that have significantly affected or may significantly affect: (a) the operations, in financial years subsequent to 31 December 2017, of the Company, or (b) the results of those operations, or (c) the state of affairs, in financial years subsequent to 31 December 2017, of the Company.

NOTE 11: COMPANY DETAILS

The registered office and principal place of business of the company is: Level 2, 14 Ventnor Ave , West Perth WA 6005

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PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION FOR THE PERIOD ENDED 31 DECEMBER 2017

17

The Directors have determined that the Company is not a reporting entity and that this special purpose financial report should be prepared in accordance with the accounting policies outlined in Note 1 to the financial statements. The directors of the Company declare that:

1. The financial statements and notes, as set out on pages 6 - 16 presents fairly the Company’s financial position as at 31 December 2017 and performance for the period ended on that date of the Company in accordance with the accounting policies outlined in Note 1 to the financial statements.

2. In the director’s opinion there are reasonable grounds to believe that the Company will be able to pay

its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Directors. Kabir Osman Director 1 August 2018

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BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, andform part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than forthe acts or omissions of financial services licensees

38 Station StreetSubiaco, WA 6008PO Box 700 West Perth WA 6872Australia

Tel: +61 8 6382 4600Fax: +61 8 6382 4601www.bdo.com.au

INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Prometheus Mining Pty Ltd

Report on the Half-Year Financial Report

Conclusion

We have reviewed the half-year financial report of Prometheus Mining Pty Ltd (the Entity), whichcomprises the statement of financial position as at 31 December 2017, the statement of profit or lossand other comprehensive income, statement of changes in equity and statement of cash flows for thehalf-year then ended, notes comprising a statement of significant accounting policies and otherexplanatory information, and the directors’ declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes usbelieve that the half-year financial report of the Entity does not present fairly, in all material respects,the financial position of the Entity as at 31 December 2017, and of its financial performance and itscash flows for the period ended on that date, in accordance with the basis of accounting described inNote 1.

Emphasis of Matter - Material uncertainty related to going concern

We draw attention to Note 1(b) in the financial report, which describes the events and conditionswhich give rise to the existence of a material uncertainty that may cast significant doubt about theentity’s ability to continue as a going concern and therefore, the entity may be unable to realise itsassets and discharge its liabilities in the normal course of business. Our conclusion is not modified inrespect of this matter.

Emphasis of matter – Basis of accounting

We draw attention to Note 1 to the financial report, which describes the basis of accounting. Thefinancial report has been prepared to assist the Entity to meet the requirements of InvestigatingAccountants Report for inclusion in a prospectus. As a result, the financial report may not be suitablefor another purpose. Our opinion is not modified in respect of this matter.

Directors’ responsibility for the Financial Report

The directors of the Entity are responsible for the preparation and fair presentation of the half-yearfinancial report in accordance with the basis of accounting described in Note 1 and for such internalcontrol as the directors determine is necessary to enable the preparation and fair presentation of thehalf-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. Weconducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Reviewof a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether,on the basis of the procedures described, we have become aware of any matter that makes us believethat the half-year financial report is not presented fairly, in all material respects, in accordance withthe basis of accounting described in Note 1. As the auditor of the Entity, ASRE 2410 requires that wecomply with the ethical requirements relevant to the audit of the annual financial report.

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A review of a half-year financial report consists of making enquiries, primarily of persons responsiblefor financial and accounting matters, and applying analytical and other review procedures. A review issubstantially less in scope than an audit conducted in accordance with Australian Auditing Standardsand consequently does not enable us to obtain assurance that we would become aware of all significantmatters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Australianprofessional accounting bodies.

BDO Audit (WA) Pty Ltd

Phillip MurdochPartner

Perth, 30 July 2018

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PROMETHEUS MINING PTY LTD

ACN 600 274 173

FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2018

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PROMETHEUS MINING PTY LTD CONTENTS PAGE

Director’s Report 3

Independent Auditor's Report 5

Financial Report

Statement of Profit or Loss and Other Comprehensive Income 6

Statement of Financial Position 7

Statement of Changes in Equity 8

Statement of Cash Flows 9

Notes to the Financial Statements 10

Director’s Declaration 17

Independent Auditor’s Report 18

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PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

3

The Director’s present their report on the entity (referred to hereafter as Company), being Prometheus Mining Pty Ltd for the financial year ended 30 June 2018. This financial report has been prepared in accordance with Australian Accounting Standards and for the purpose of the preparation of the Investigating Accountants Report for inclusion in a prospectus. Directors The names of the directors in office at any time during or since the end of the year are: Kabir Osman AJ Arjun Devanand Garry Plowright Principal activity The principal activity of the Company is mineral exploration. Financial results The financial results of the Company ended at 30 June 2018 are:

30 June 2018

Cash and cash equivalents ( $) (12,407)

Net assets ($) 430,984

Total revenue ( $) -

Net loss after tax ( $) (96,828)

Review of operations The Company continued to engage in its principal activity, the results of which are disclosed in the attached financial statements. Significant changes in state of affairs There were no significant changes in the Company’s state of affairs that occurred during the financial year.

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PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

4

After balance date events

There have been no other matters or circumstances, which have arisen since 30 June 2018 that have significantly affected or may significantly affect: (a) the operations, in financial years subsequent to 30 June 2018, of the Company, or (b) the results of those operations, or (c) the state of affairs, in financial years subsequent to 30 June 2018, of the Company.

Likely developments and expected results of operation The Company expects to maintain the present status and level of operations.

Environmental regulation The Company’s operations are not regulated by any significant environmental regulation under a law.

Dividends paid, recommended and declared No dividends were paid or declared since the start of the year. No recommendation for payment of dividends has been made.

Indemnification of officers No indemnities have been given or insurance premiums paid, during or since the end of the year, for any person who is or has been an officer of the Company.

Indemnification of auditors No indemnities have been given or insurance premiums paid, during or since the end of the year, for any person who is or has been an auditor of the Company.

This report is made in accordance with a resolution of the Directors.

Kabir Osman Director 19 November 2018

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BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, andform part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than forthe acts or omissions of financial services licensees

Tel: +61 8 6382 4600Fax: +61 8 6382 4601www.bdo.com.au

38 Station StreetSubiaco, WA 6008PO Box 700 West Perth WA 6872Australia

DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF PROMETHEUS MININGPTY LTD

As lead auditor of Prometheus Mining Pty Ltd for the year ended 30 June 2018, I declare that, to thebest of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Investigating AccountantsReport in relation to the audit; and

2. No contraventions of any applicable code of professional conduct in relation to the audit.

Phillip Murdoch

Director

BDO Audit (WA) Pty Ltd

Perth, 19 November 2018

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PROMETHEUS MINING PTY LTD STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE PERIOD ENDED AT 30 JUNE 2018

6

30-June-2018 30-June-2017

AUD $ AUD $

Revenue

Other revenue - -

Expenses

Accountancy Fees 6,917 2,980

Audit Fee 13,000 6,000

Bank Charges 424 800

Computer Expense 6,011 5,266

Consultancy Fee - 53,182

Donations 588 441

Filling Fee 249 246

Finance Cost - Convertible Note Raising Fee 36,000 -

Fines & Penalties 323 632

General Expense 358 36,177

Loan Impairment - 20,915

Insurance 7,619 8,164

Interest Paid 52,705 3,867

Marketing Expenses 4,836 83,656

Printing &Stationery - 86

Rates & Taxes - 3,210

Subscriptions - 130

Telephone 9,668 11,248

Travelling Expense 351 -

Loan forgiveness (42,221) -

Loss from continuing operations before income tax

(96,828) (237,000)

Income tax expense - -

Loss from continuing operations after income tax (96,828) (237,000)

Other comprehensive income, net of tax - -

Total other comprehensive loss for the year (96,828) (237,000)

The Statement of Profit or Loss and Other Comprehensive Income is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD STATEMENT OF FINANCIAL POSITION FOR THE PERIOD ENDED AT 30 JUNE 2018

7

Notes 30-June-2018 30-June-2017

AUD $ AUD $

ASSETS

Current Assets

Cash and cash equivalents 4(a) 1,200 1,557

Trade and other receivables 32,510 24,721

Total Current Assets 33,710 26,278

Non- Current Assets

Exploration and evaluation expenditure 8 1,051,546 1,048,337

Total Non-Current Assets 1,051,546 1,048,337

TOTAL ASSETS 1,085,257 1,074,615

LIABILITIES

Current Liabilities

Overdraft 4(a) 13,607 -

Trade and other payables 40,665 529,138

Convertible Note 600,000 -

Borrowings 5 - 17,665

Total Current Liabilities 654,272 546,803

TOTAL LIABILITIES 654,272 546,803

NET ASSETS 430,984 527,812

EQUITY

Share capital 6 1,359,781 1,359,781

Accumulated losses 7 (928,797) (831,969)

TOTAL EQUITY 430,984 527,812

The Statement of Financial Position is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED AT 30 JUNE 2018

8

Issued Capital

Accumulated

Losses

Total

Equity

AUD $ AUD $ AUD $

Balance at 01 July 2016 1,359,781 (594,969) 764,812

Comprehensive income:

Loss after income tax expense for the year - (237,000) (237,000)

Total comprehensive loss for the year - (237,000) (237,000)

Transactions with owners in their capacity as owners:

Contribution of Equity - - -

At 30 JUNE 2017 1,359,781 (831,969) 527,812

Balance at 01 July 2017 1,359,781 (831,969) 527,812

Comprehensive income:

Loss after income tax expense for the year - (96,828) (96,828)

Total comprehensive loss for the year - (96,828) (96,828)

Transactions with owners in their capacity as owners:

Contribution of Equity - - -

At 30 JUNE 2018 1,359,781 (928,797) 430,984

The Statement of Changes in Equity is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED AT 30 JUNE 2018

9

Notes 30-JUNE-2018 30-JUNE-2017

AUD $ AUD $

Cash flows from operating activities

Payment to suppliers and employees (incl. GST) (138,006) (223,959)

Net cash flows from operating activities 4(b) (138,006) (223,959)

Cash flows from investing activities

Payments for acquisition costs - tenements (487,527) (5,922)

Funds held in trust (12,987) -

Net cash flows from investing activities (500,514) (5,922)

Cash flows from financing activities

Proceeds from convertible loan 600,000 -

Proceeds from related parties 24,556 -

Net cash flows from financing activities 624,556 -

Net increase in cash and cash equivalents (13,964) (229,881)

Cash and cash equivalents at the start of the year 1,557 231,438

Cash and cash equivalents at the end of the year 4(a) (12,407) 1,557

The Statement of Cash Flows is to be read in

conjunction with the accompanying notes.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED AT 30 JUNE 2018

10

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES This financial report is a special purpose financial report prepared for use by the directors and members of the Company. The financial report has been prepared for the purpose of the preparation of the Investigating Accountants Report for inclusion in a prospectus. The directors have determined that the Company is not a reporting entity. Prometheus Mining Pty Ltd (“Company”) is a for-profit entity for the purpose of preparing the financial statements. The financial report was approved by the directors as at the date of the director’s report. The financial report has been prepared in accordance with the recognition and measurement requirements specified by all Accounting Standards and Interpretations, and the disclosure requirements of Accounting Standards:

AASB 101: Presentation of Financial Statements AASB 107: Cash Flow Statements AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors AASB 1048: Interpretations and Application of Standards AASB 1054: Australian Additional Disclosures

Compliance with the recognition and measurement requirements of Australian Accounting Standards results in compliance with recognition and movement requirements of International Financial Reporting Standards (“IFRS”). The following specific accounting policies, which are consistent with the previous year unless otherwise stated, have been adopted in the preparation of this report: a) Basis of preparation of the financial report Historical Cost Convention The financial report has been prepared under the historical cost convention, as modified by revaluations to fair value for certain classes of assets as described in the accounting policies. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3. Functional and presentation currency The functional currency of the Company is measured using the currency of the primary economic environment in which the entity operates. The financial statements are presented in Australian dollars, which is the entity’s functional currency. F

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED AT 30 JUNE 2018

11

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) b) Going concern The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business. The company has incurred a net loss of AUD$96,828 (2017: $237,000) and experienced net cash outflows from operating and investing activities of AUD$638,520 (2017: $229,881). The ability of the company to continue as a going concern is dependent upon the success of the fundraising under the prospectus and until that time, the continued support of shareholders. The Directors believe that the company will continue as a going concern. As a result, the financial report has been prepared on a going concern basis. These conditions indicate that a material uncertainty that may cast significant doubt about the company’s ability to continue as a going concern and therefore, its ability to realise its assets and discharge its liabilities in the normal course of business. Should the company be unable to continue as a going concern it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements and that the financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the entity not continue as a going concern. c) New, revised or amending Accounting Standards and Interpretations adopted The Company has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”) that are mandatory for the current reporting period. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Any significant impact on the accounting policies of the Company from the adoption of these Accounting Standards and Interpretations are disclosed below. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Company. d) Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position. e) Trade and other payables Trade and other payables represent the liabilities at the end of the reporting period for goods and services received by the Company that remain unpaid. Trade payables are recognised at their transaction price. Trade payables are obligations on the basis of normal credit terms.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED AT 30 JUNE 2018

12

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) f) Convertible Loans and Notes Convertible notes which include embedded derivatives are recognised as financial liabilities at fair value through profit or loss. On initial recognition, the fair value of the convertible note will equate to the proceeds received and subsequently the liability is measured at fair value at each reporting date until settlement. The fair value movement is recognised in the profit or loss statement. g) Issued Capital Common 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. h) 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 normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the end of the financial year; 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 end of the financial year. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the end of the financial year; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the end of the financial year. All other liabilities are classified as non-current. i) Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. i) Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED AT 30 JUNE 2018

13

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) j) Exploration and Evaluation Expenditure Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest. Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure, but does not include general overheads or administrative expenditure not having a specific nexus with a particular area of interest. Each area of interest is limited to a size related to a known or probable mineral resource capable of supporting a mining operation. Exploration and evaluation expenditure for each area of interest is carried forward as an asset provided that rights to tenure over the area of interest are current and one of the following conditions is met: such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or exploration and evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in relation to the area are continuing. Expenditure which fails to meet the conditions outlined above is written off, furthermore, the directors regularly review the carrying value of exploration and evaluation expenditure and make write downs if the values are not expected to be recoverable. Identifiable exploration assets acquired are recognised as assets at their cost of acquisition. Exploration assets acquired are reassessed on a regular basis and these costs are carried forward provided that at least one of the conditions referred to above is met. Exploration and evaluation expenditure incurred subsequent to acquisition in respect of an exploration asset acquired, is accounted for in accordance with the policy outlined above for exploration expenditure incurred by or on behalf of the entity. When an area of interest is abandoned, any expenditure carried forward in respect of that area is written off. Expenditure is not carried forward in respect of any area of interest unless the Group’s right of tenure to that area of interest is current. k) Share-Based Payments Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. NOTE 2: ACCOUNTING STANDARDS AND INTERPRETATIONS ISSUED BUT NOT OPERATIVE AT 30 JUNE 2018

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Company for the year ended 30 June 2018. The Company has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED AT 30 JUNE 2018

14

NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next year are discussed below. Carrying amount of exploration and evaluation expenditure The recoverability of the carrying amount of the exploration and evaluation assets is dependent on the successful development and commercial exploitation, or alternatively, sale of the respective area of interest.

Management reviews the carrying value of exploration and evaluation expenditure on a regular basis to determine whether economic quantities of reserves have been found or whether further exploration and evaluation work is underway or planned to support continued carry forward of capitalised costs. This assessment requires judgement as to the status of the individual projects and their estimated recoverable amount.

NOTE 4: CASH AND CASH EQUIVALENTS

(a) Reconciliation to cash at the end of the year

30-June-2018 30-June-2017

AUD $ AUD $

Cash on Hand 1,200 1,557

Overdraft (13,607) -

Total cash and cash equivalents balance (12,407) -

(b) Reconciliation of net loss after income tax to net cash flows used in operating activities

30-June-

2018 30-June-

2017

AUD $ AUD $

Net loss after income tax (96,828) (237,000)

Non Cash Flows in Net Loss:

Related party loan forgiveness (42,221) -

Changes in assets and liabilities:

(Increase)/decrease in trade and other receivables (7,789) (13,130)

Increase/(decrease) in trade and other payables 8,832 26,171

Net cash flows used in operating activities (138,006) (223,959)

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED AT 30 JUNE 2018

15

NOTE 5: BORROWINGS

30-June-18 30-June-17

AUD $ AUD $

Loan to K Osman - 17,665

NOTE 6: ISSUED CAPITAL

30-June-18 30-June-17

AUD $ AUD $

Fully paid common shares 1,359,781 1,359,781

(a) Movements in Common Shares

NOTE 7: ACCUMULATED LOSSES

30-June-18 30-June-17

AUD $ AUD $

Balance at beginning of the year (831,969) (594,969)

Loss after income tax expense for the year (96,828) (237,000)

Balance at the end of the year (928,797) (831,969)

NOTE 8 : EXPLORATION AND EVALUATION EXPENDITURE 30-June-18 30-June-17

Balance at beginning of the year 1,048,337 1,042,415 Exploration costs 3,209 5,922

Balance at the end of the year 1,051,546 1,048,337

Date

Details

Number of shares issued

AUD $

Balance at July 2015 Opening balance 127,500,000 751,200

31 May 2017 Issue of shares 39,000,000 -

31 May 2017 Share-based payment 2,500,000 250,000

20 June 2017 Issue of shares 1 358,581

30-June-2016 Closing balance 169,000,001 1,359,781

30-June-2017 Closing balance 169,000,001 1,359,781

30-June-2018 Closing balance 169,000,001 1,359,781

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PROMETHEUS MINING PTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED AT 30 JUNE 2018

16

NOTE 9: COMMITMENTS AND CONTINGENT LIABILITIES

The Company was not committed to make any expenditures as at 30 June 2018. As part of the acquisition of the tenement, the Company has agreed to pay a royalty of $1.00 per tonne of iron ore sold from that tenement to the original owner, subject to a maximum obligation of $10 million. Given the stage of development of the project, it is not practicable to estimate a value of the financial effect of this obligation. Otherwise, the Company had no contingent liabilities as at 30 June 2018.

NOTE 10: EVENTS SUBSEQUENT TO REPORTING DATE

There have been no matters or circumstances, which have arisen since 30 June 2018 that have significantly affected or may significantly affect: (a) the operations, in financial years subsequent to 30 June 2018, of the Company, or (b) the results of those operations, or (c) the state of affairs, in financial years subsequent to 30 June 2018, of the Company.

NOTE 11: COMPANY DETAILS

The registered office and principal place of business of the company is: Level 2, 14 Ventnor Ave , West Perth WA 6005

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PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION FOR THE PERIOD ENDED 30 JUNE 2018

17

The Directors have determined that the Company is not a reporting entity and that this special purpose financial report should be prepared in accordance with the accounting policies outlined in Note 1 to the financial statements. The directors of the Company declare that:

1. The financial statements and notes, as set out on pages 6 – 16 presents fairly the Company’s financial position as at 30 June 2018 and performance for the year ended on that date of the Company in accordance with the accounting policies outlined in Note 1 to the financial statements.

2. In the director’s opinion there are reasonable grounds to believe that the Company will be able to pay

its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Directors. Kabir Osman Director 19 November 2018

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BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, andform part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than forthe acts or omissions of financial services licensees

Tel: +61 8 6382 4600Fax: +61 8 6382 4601www.bdo.com.au

38 Station StreetSubiaco, WA 6008PO Box 700 West Perth WA 6872Australia

INDEPENDENT AUDITOR'S REPORT

To the members of Prometheus Mining Pty Ltd

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Prometheus Mining Pty Ltd, which comprises the statement offinancial position as at 30 June 2018, the statement of profit or loss and other comprehensive income,the statement of changes in equity and the statement of cash flows for the year then ended, and notesto the financial report, including a summary of significant accounting policies, and director’sDeclaration.

In our opinion the accompanying financial report presents fairly, in all material respects, the financialposition of the Entity as at 30 June 2018 and of its financial performance and its cash flows for the yearthen ended in accordance with the basis of accounting described in note 1.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities underthose standards are further described in the Auditor’s responsibilities for the audit of the FinancialReport section of our report. We are independent of the Entity in accordance with ethicalrequirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics forProfessional Accountants (the Code) that are relevant to our audit of the financial report in Australia.We have also fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.

Material uncertainty related to going concern

We draw attention to Note 1(b) in the financial report which describes the events and/or conditionswhich give rise to the existence of a material uncertainty that may cast significant doubt about theentity’s ability to continue as a going concern and therefore the entity may be unable to realise itsassets and discharge its liabilities in the normal course of business. Our opinion is not modified inrespect of this matter.

Emphasis of matter – Basis of accounting

We draw attention to Note 1 to the financial report, which describes the basis of accounting. Thefinancial report has been prepared to assist the Entity to meet the requirements of InvestigatingAccountants Report for inclusion in a prospectus. As a result, the financial report may not be suitablefor another purpose. Our opinion is not modified in respect of this matter.F

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Responsibilities of management and those charged with governance for the Financial Report

Management is responsible for the preparation and fair presentation of the financial report, and havedetermined that the basis of preparation described in Note 1 is appropriate to meet the requirementsof Investigating Accountants Report for inclusion in a prospectus and for such internal control asmanagement determines is necessary to enable the preparation and fair presentation of a financialreport that is free from material misstatement, whether due to fraud or error.

In preparing the financial report, management is responsible for assessing the Entity’s ability tocontinue as a going concern, disclosing, as applicable, matters relating to going concern and using thegoing concern basis of accounting unless management either intends to liquidate the Entity or to ceaseoperations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Entity’s financial reporting process.

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 freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report thatincludes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit conducted in accordance with the Australian Auditing Standards will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and are considered materialif, individually or in the aggregate, they could reasonably be expected to influence the economicdecisions 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 theAuditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:

http://www.auasb.gov.au/auditors_responsibilities/ar4.pdf

This description forms part of our auditor’s report.

BDO Audit (WA) Pty Ltd

Phillip Murdoch

Director

Perth, 19 November 2018

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