C29 METALS LIMITED — Annual Report 2021

Oct 31, 2021

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C29 METALS LIMITED (formerly Lionsville Metals Limited) ABN 47 645 218 453

Annual Report for the period 19 October 2020 (date of incorporation) to 30 June 2021

C29 Metals Limited – Annual Report 2021

Annual Report For the period 19 October 2020 to 30 June 2021

CONTENTS

Corporate Directory	3
Directors' Report	4
Auditor’s Independence Declaration	11
Statement of Profit or Loss and Other Comprehensive Income	12
Statement of Financial Position	13
Statement of Changes in Equity	14
Statement of Cash Flows	15
Notes to the Financial Statements	16
Directors' Declaration	24
Independent Auditor’s Report	25

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C29 Metals Limited – Annual Report 2021

CORPORATE DIRECTORY

Board of Directors

Mr David Lees Mr Mark Major Mr Edmund Haynes

Non-Executive Chairman (appointed 1 July 2021) Executive Director (appointed 1 July 2021) Non-Executive Director (appointed 19 October 2021 to 30 June 2021) Non-Executive Director (appointed 1 July 2021)

Secretary

Mr Mauro Piccini

Registered Office

Suite 2, Level 1 1 Altona Street West Perth WA 6005 Telephone: 08 6559 1792

Auditors

RSM Australia Partners Level 32, 2 The Esplanade Perth WA 6000

Solicitors

Nova Legal Level 2, 50 Kings Park Road West Perth WA 6005

Bankers

Westpac Banking Corporation Level 4, Brookfield Place, Tower Two 123 St Georges Terrace Perth WA 6000

Share Registry

Automic Share Registry Level 2, 267 St Georges Terrace Perth WA 6000

Telephone: 1300 288 664

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C29 Metals Limited – Annual Report 2021

DIRECTORS’ REPORT

The Directors of C29 Metals Limited (“C29 Metals” or “the Company”) (formerly Lionsville Metals Limited) present their report, together with the financial statements of the Company for the period 19 October 2020 to 30 June 2021.

INFORMATION ON DIRECTORS

The names and details of the Company’s Directors in office during the financial period and until the date of this report are as follows. Directors were in office for the entire period unless otherwise stated.

Mr David Lees | Non-Executive Chairman (appointed 1 July 2021)

Mr Lees has over 20 years’ experience in the Australian financial services industry starting his career as a stockbroker before moving into investment and funds management. These roles have given David extensive experience in capital markets with a diverse skillset covering investment management, business development and corporate governance. Mr Lees holds a Bachelor of Economics from Murdoch University and a post graduate diploma in Applied Finance and Investment (FINSIA).

During the past three years, Mr Lees held the following directorship in other ASX listed companies:

• Non-Executive Director of Sultan Resources Limited (ASX: SLZ) (current).

Mr Mark Major | Executive Director (appointed 1 July 2021)

(appointed Non-Executive Director on 19 October 2020 to 30 June 2021)

Mark Major is a qualified geologist with a Masters in Business Administration and has more than 27 years in the resources industry. During the last 19 years, Mr Major has held executive and senior management roles within junior and mid-tier resources companies within Australia and internationally. Mr Major’s senior executive and board experience includes project generation, evaluation and acquisition, JV negotiation, financing, permitting and approvals, feasibility study management, offtake and government relations. Mr Major has a strong track record in shareholder wealth creation and has been instrumental in developing greenfield exploration projects to the mine development.

During the past three years, Mr Major has not held any directorships in other ASX listed companies.

Mr Edmund Haynes | Non-Executive Director (appointed 1 July 2021)

Mr Haynes is a qualified geologist who obtained a Bachelor of Science (Geology) from Dalhousie University in Canada. Mr Haynes has worked in greenfield exploration and operational mines within Canada and South America. Mr Haynes is bilingual in English and Spanish with an extensive background in the junior mining sector. Mr Haynes is a young resource financier with a primary focus on brownfields exploration and development. Mr Haynes has advised on a variety of private corporate transactions in precious and base metals.

During the past three years, Mr Haynes has not held any directorships in other ASX listed companies.

Mr Mauro Piccini | Non-Executive Director (appointed 19 October 2020 and resigned 1 July 2021) Company Secretary (appointed 19 October 2020)

Mr Piccini is a Chartered Accountant (CA) and a member of the Governance Institute of Australia (GIA). Mauro spent 7 years at the ASX and possesses core competencies in publicly listed and unlisted company secretarial, administration and governance disciplines. Mauro specialises in corporate advisory matters, company secretarial and financial management services for ASX listed companies, capital raisings and IPOs, due diligence reviews and ASX and ASIC compliance. Mauro regularly advises ASX listed companies on a range of corporate matters and has acted as the Company Secretary on a number of ASX listed and unlisted companies. Mauro also currently serves on the Board of The Pioneer Development Fund (Aust) Limited.

During the past three years, Mr Piccini has not held any directorships in other ASX listed companies.

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C29 Metals Limited – Annual Report 2021

DIRECTORS’ REPORT

Ms Kelly Mirabile | Non-Executive Director (appointed 19 October 2020 and resigned 1 July 2021)

Mrs Mirabile is a Chartered Accountant with over 8 years of financial reporting, accounting and auditing experience. Kelly spent 4 years working for BDO Perth in their audit and advisory division. Kelly specialises in company secretarial and financial services for ASX listed companies, capital raisings and IPOs, ASX and ASIC compliance.

During the past three years, Ms Mirabile has not held any directorships in other ASX listed companies.

INTERESTS IN SHARES AND OPTIONS OF THE COMPANY AND RELATED BODIES CORPORATE

The following table sets out each current Director’s relevant interest in shares and options of the Company or a related body corporate as at the date of this report.

Director	Ordinary Shares	Unlisted Share Options
Mr David Lees Mr Mark Major Mr Edmund Haynes Mr Mauro Piccini (resigned 1 July 2021) Ms Kelly Mirabile (resigned 1 July 2021)	41,667	750,000
	1,250,000	2,000,000
	-	750,000
	-	-
	-	-
Total	1,291,667	3,500,000

DIRECTORS’ MEETINGS

The number of Directors’ meetings held during the financial period and the number of meetings attended by each Director during the time the Director’s held office are:

Name	Number Eligible to Attend	Number Attended
Mr David Lees (appointed 1 July 2021) Mr Mark Major (appointed 19 October 2020) Mr Edmund Haynes (appointed 1 July 2021) Mr Mauro Piccini (resigned 1 July 2021) Ms KellyMirabile(resigned 1 July2021)	- - - - -	- - - - -

During the period, the Directors met regularly on an informal basis to discuss all matters associated with investment strategy, review of operations, and other Company matters.

Due to the size and scale of the Company, there is no Remuneration and Nomination Committee or Audit Committee at present. Matters typically dealt with by these Committees are, for the time being, managed by the Board.

PRINCIPAL ACTIVITIES

The principal activity of the Company during the period was the review of mining projects for acquisition.

FINANCIAL RESULTS

The financial results of the Company for the period ended 30 June 2021 are:

	30-Jun-21
Cash and cash equivalents ($)	402,658
Net assets($)	376,293
	30-Jun-21
Revenue ($)	-
Net loss after tax($)	(58,808)

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C29 Metals Limited – Annual Report 2021

DIRECTORS’ REPORT

REVIEW OF OPERATIONS

Acquisition Agreements

During the period, the Company has entered into four legally binding terms sheets with various third-party vendors (“Vendors”) pursuant to which the Company will acquire a 100% legal and beneficial interest in the Tenements by way of either share sale or direct asset sale, as set out below:

• a) a binding term sheet with Gilmore Metals Pty Ltd (ACN 617 943 227) (“Gilmore Metals”) dated April 2021 pursuant to which the Company will acquire a 100% legal and beneficial interest in one granted exploration licence (EL 8525) in New South Wales which comprises the Sampson Tank Project;

• b) a binding term sheet with Oberon Gold Pty Ltd (ACN 008 157 551) (“Oberon Gold”) and the shareholders of Oberon dated 11 May 2021 (as amended pursuant to a deed of variation dated 23 July 2021) pursuant to which the Company will acquire 100% of the issued capital of Oberon Gold which is the registered holder of one granted exploration licence (EL8541) in New South Wales, comprising the Reedy Creek Project;

• c) a binding term sheet with Phoenix Minerals Pty Ltd (ACN 645 723 977) (“Phoenix Minerals”) and the shareholders of Phoenix Minerals dated 7 May 2021 pursuant to which the Company will acquire 100% of the issued capital of Phoenix Minerals which is the registered applicant of two exploration licence applications (ELA 202/205 and ELA2020/219) in South Australia, comprising the Torrens Project; and

• d) a binding term sheet with Mining Equities Pty Ltd (ACN 627 501 491) (“Mining Equities”) dated 18 December 2020 (as amended pursuant to an agreement dated 28 May 2021) pursuant to which the Company will acquire a 100% legal and beneficial interest in one granted exploration licence (EL 08/3122) in Western Australia, comprising the Stadlers Project.

(together, the Acquisition Agreements and each an Acquisition Agreement).

The material terms and conditions of the Acquisition Agreements are set out below:

• (a) ( Conditions Precedent ): Completion of each Acquisition Agreement is subject to and conditional upon a number of conditions. The following material conditions remain outstanding at the date of this Prospectus:

• (i) the Company completing its legal, commercial and technical due diligence on the Tenements, Oberon Gold and Phoenix Minerals to its satisfaction;

• (ii) the Company undertaking a capital raising and receiving valid applications for at least $4,500,000 worth of Shares;

• (iii) the Company complying with the requirements of Chapter 1 and 2 of the ASX Listing Rules and receiving conditional approval from the ASX to admit the Company to the official list of ASX on terms reasonably acceptable to the Company; and

• (iv) the Company and the Vendors obtaining all necessary shareholder and regulatory approvals to lawfully complete the matters set out in the Acquisition Agreements.

• (b) ( Consideration ): The consideration to be paid by the Company to:

• (i) Gilmore Metals (or its nominee) is as follows:

  • (A) ( Cash ): $80,000 in cash comprising reimbursement of past cost incurred in connection with the maintenance and development of the Sampson Tank Project;

  • (B) ( Shares ): 500,000 Shares at a deemed issue price of $0.20 per Share;

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C29 Metals Limited – Annual Report 2021

DIRECTORS’ REPORT

• (C) ( Deferred Consideration Shares ): Upon the Company announcing, within three (3) years from the date of Admission, a maiden Inferred JORC 2012 compliant resource of 2,000,000 tonnes with a 1% copper equivalent grade within the area of the Tenement comprising the Sampson Tank Project, as verified by an independent expert ( Sampson Tank Milestone), the Company will issue Gilmore Metals (or its nominee) that number of Shares equal in value to $350,000 based on a deemed issue price per Share equal to the great of the following:

  • 1) the 30-day VWAP of Shares as traded on ASX over the 30 trading days prior to satisfaction of the Sampson Tank Milestone; and

  • 2) 18.5 cents.

• (D) ( Royalty ): a 2% net smelter return royalty in respect of any production within the area of the Tenement comprising the Sampson Tank Project ( Sampson Tank Royalty ). The Company will enter into a separate royalty deed with Gilmore Metals to document the terms of the Sampson Tank Royalty and which shall include a term which gives the Company the right (but not obligation) to purchase 50% of the Sampson Tank Royalty from Gilmore Metals for either (at the Company’s election):

  • 1) $1,000,000 in cash; or

  • 2) that number of Shares equal in value to $1,000,000 based on a deemed issue price per Share equal to the 30-day VWAP of Shares as at the date of the Company’s election.

• (ii) the shareholders of Oberon Gold (or their respective nominee) is as follows:

• (A) ( Cash ): $20,000 in cash comprising reimbursement of past cost incurred in connection with the maintenance and development of the Sampson Tank Project;

• (B) ( Shares ): 3,000,000 Shares at a deemed issue price of $0.20 per Share;

• (C) ( Deferred Consideration Shares ): Upon the Company announcing, within three (3) years from the date of Admission, a maiden Inferred JORC 2012 compliant resource of 2,000,000 tonnes with a 1% copper equivalent grade within the area of the Tenement comprising the Reed Creek Project, as verified by an independent expert (Reedy Creek Milestone), the Company will issue the shareholders of Oberon Gold (or their respective nominees) that number of Shares equal in value to $350,000 based on a deemed issue price per Share equal to the great of the following:

  • 1) the 30-day VWAP of Shares as traded on ASX over the 30 trading days prior to satisfaction of the Reedy Creek Milestone; and

  • 2) 18.5 cents.

• (D) ( Royalty ): a 2% net smelter return royalty in respect of any production within the area of the Tenement comprising the Reedy Creek Project (Reedy Creek Royalty).The Company will enter into a separate royalty deed with shareholders of Oberon Gold to document the terms of the Reedy Creek Royalty and which shall include a term which gives the Company the right (but not obligation) to purchase 50% of the Reedy Creek Royalty from the shareholders of Oberon Gold for either (at the Company’s election):

  • 1) $1,000,000 in cash; or

  • 2) that number of Shares equal in value to $1,000,000 based on a deemed issue price per Share equal to the 30-day VWAP of Shares as at the date of the Company’s election.

• (iii) the shareholders of Phoenix Minerals (or their respective nominees) is 1,750,000 Shares at a deemed issue price of $0.20 per Share; and

• (iv) Mining Equities (or its nominees) is 750,000 Shares at a deemed issue price of $0.20 per Share.

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C29 Metals Limited – Annual Report 2021

DIRECTORS’ REPORT

Board Appointments and Resignations

On 19 October 2020, the Company was incorporated and appointed Mr Mark Major, Mr Mauro Piccini and Ms Kelly Mirabile as Directors.

Capital Raising

On 29 January 2021, the Company completed a seed capital raising issuing 5,000,000 fully paid ordinary shares at $0.01 raising $50,000. As part of the seed raising, the Company issued 1 free attaching unlisted option (exercisable at $0.20 on or before 29 January 2026) for every 1 ordinary share issued.

On 25 June 2021, the Company completed a seed capital raising issuing 3,291,668 fully paid ordinary shares at $0.12 raising $395,000 before costs.

Change of Company Name

On 22 April 2021, the Company changed its name from Lionsville Metals Limited to C29 Metals Limited.

DIVIDENDS

No dividend is recommended in respect of the current financial period.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There were no significant changes in state of affairs during and subsequent to the end of the financial period.

MATTERS SUBSEQUENT TO THE REPORTING PERIOD

On 1 July 2021, Mr Mark Major was appointed as an Executive Director and Mr David Lees and Mr Edmund Haynes were appointed as Directors. Mr Mauro Piccini and Ms Kelly Mirabile resigned as Directors on the same day.

On 1 July 2021, the Company issued a total of 2,250,000 unlisted options to Mr Major, Mr Lees and Mr Haynes (exercisable at $0.25 per option, expiring on or before 1 July 2024) as part of their remuneration package in accordance with their appointment letters. Each Director was issued 750,000 unlisted options.

On 21 July 2021, the Company entered into a consultancy agreement with MIO Enterprises Pty Ltd (an entity associated with Mark Major) and Mark Major (as nominated person) pursuant to which he will provide expert technical advice and assistance to the Company.

The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has not significantly impacted the Company up to 30 June 2021, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.

No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years.

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C29 Metals Limited – Annual Report 2021

DIRECTORS’ REPORT

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

The Company’s main exploration efforts will be focused on identifying, exploring and developing prospective copper, gold and base metal assets throughout Australia.

SHARES UNDER OPTION

Option	Number	Grant Date	Expiry Date	Exercise Price
Unlisted Options	5,000,000	29/01/2021	29/01/2026	$0.20

Option holders do not have any rights to participate in any issues of shares or other interests of the company or any other entity.

SHARES ISSUED ON THE EXERCISE OF OPTIONS

There were no ordinary shares issued during the period ended 30 June 2021 and up to the date of this report on the exercise of options.

INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS

During the period ended 30 June 2021, the Company paid premiums in respect of a contract insuring the directors and officers of the Company against liabilities incurred as directors or officers to the extent permitted by the Corporations Act 2001.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the company, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for them or someone else or to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.

The Company has not, during or since the end of the financial period, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.

During the financial period, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purposes of taking responsibility on behalf of the Company for all or part of these proceedings.

ENVIRONMENTAL REGULATIONS

The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use. The Directors have assessed that there are no current reporting requirements under this Act, but this may change in the future. The Company is not aware of any matters that requires disclosure regarding any significant environmental regulation in respect of its operating activities.

OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF RSM AUSTRALIA PARTNERS

There are no officers of the Company who are former partners of RSM Australia Partners.

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C29 Metals Limited – Annual Report 2021

DIRECTORS’ REPORT

NON-AUDIT SERVICES

The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company are important.

Details of the amounts paid or payable to the auditor for non-audit services provided during the period by the auditor are outlined in Note 11 to the financial statements.

The Board of Directors has considered the position and is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditors, as set out below, did not compromise the auditor independent requirements of the Corporations Act 2001 for the following reasons:

• all non-audit services have been reviewed by the Board of Directors to ensure they do not impact the impartiality and objectivity of the auditor; and

• None of the services undermine the general principles relating to the auditor independence as set out in APES 110 Code of Ethics for Professional Accountants.

AUDITOR’S INDEPENDENCE DECLARATION

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 has been received and included within these financial statements.

This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.

On behalf of the directors

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David Lees Non-Executive Chairman 27 August 2021

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RSM Australia Partners

Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844

T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111

www.rsm.com.au

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of C29 Metals Limited for the financial period 19 October 2020 to 30 June 2021, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

• (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

• (ii) any applicable code of professional conduct in relation to the audit.

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RSM AUSTRALIA PARTNERS

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Perth, WA Dated: 27 August 2021

TUTU PHONG Partner

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

C29 Metals Limited – Annual Report 2021

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the period 19 October 2020 to 30 June 2021

Note Other income Administrative expenses 2 Compliance and regulatory expenses Exclusivity fee Independent geologist report Legal fees Other expenses Loss before income tax Income tax expense 3 Loss after income tax Other comprehensive income for the period, net of tax Total comprehensive loss attributable to the members of C29 Metals Limited	2021 $
	4 (4,000) (5,417) (20,000) (20,000) (9,355) (40)
	(58,808) -
	(58,808) -
	(58,808)

The Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the notes to the financial statements.

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C29 Metals Limited – Annual Report 2021

STATEMENT OF FINANCIAL POSITION

As at 30 June 2021

Note ASSETS Current Assets Cash and cash equivalents 4 Trade and other receivables Total Current Assets Non-Current Assets Exploration and evaluation expenditure 5 Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Trade and other payables 6 Total Current Liabilities Total Liabilities Net Assets EQUITY Issued capital 7 Reserves 8 Accumulated losses 9 Total Equity		2021 $
		402,658 4,425
		407,083
		2,080
		2,080
		409,163
		32,870
		32,870
		32,870
		376,293
		435,101 - (58,808)
		376,293

The Statement of Financial Position is to be read in conjunction with the notes to the financial statements.

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C29 Metals Limited – Annual Report 2021

STATEMENT OF CHANGES IN EQUITY

For the period 19 October 2020 to 30 June 2021

Balance at 19 October 2020 (Incorporation) Loss for the period Total comprehensive loss for the period after tax Transactions with owners in their capacity as owners: Issue of share capital (note 7) Share issue costs Balance at 30 June 2021	Issued Capital Option Reserve Accumulated Losses Total $ $ $ $
	- - - -
	- (58,808) (58,808)
	- - (58,808) (58,808) 445,001 - - 445,001 (9,900) - - (9,900)
	435,101 - (58,808) 376,293

The Statement of Changes in Equity is to be read in conjunction with the notes to the financial statements.

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C29 Metals Limited – Annual Report 2021

STATEMENT OF CASH FLOWS

For the period 19 October 2020 to 30 June 2021

Note Cash flows from operating activities Payment to suppliers and employees Interest received Net cash outflow from operating activities Cash flows from investing activities Payment for exploration and evaluation expenditure Net cash outflow from investing activities Cash flows from financing activities Proceeds from issued shares 7 Share issue costs Net cash from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period 4	2021 $
	(30,367) 4
	(30,363)
	(2,080)
	(2,080)
	445,001 (9,900)
	435,101
	402,658 -
	402,658

The Statement of Cash Flows is to be read in conjunction with the notes to the financial statements.

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C29 Metals Limited – Annual Report 2021

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Reporting Entity

C29 Metals Limited (referred to as “C29 Metals” or the “Company”) is a company domiciled in Australia. The address of the Company’s registered office and principal place of business is disclosed in the Corporate Directory of the Annual Report. The nature of the operations and principal activities of the Company are described in the Directors’ Report.

(b) Basis of Preparation

Statement of Compliance

The financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001. The financial statements comply with International Financial Reporting Standards (“IFRS”) adopted by the International Accounting Standards Board (“IASB”). C29 Metals Limited is a for-profit entity for the purpose of preparing the financial statements.

The financial statements are authorised for issue on 27 August 2021 by the directors of the Company.

Basis of measurement

The financial statements have been prepared on a going concern basis in accordance with the historical cost convention, unless otherwise stated.

New, revised or amended standards and interpretations adopted by the Company

The Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Company’s assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Company, are set out below.

Conceptual Framework for Financial Reporting (Conceptual Framework)

The Company has adopted the revised Conceptual Framework from 1 July 2020. The Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting Standards, but it has not had a material impact on the Company’s financial statements.

Significant Judgements and Estimates

The preparation of 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 1(e).

(c) Functional and Presentation Currency

The financial statements have been presented in Australian dollars, which is the Company’s functional currency.

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C29 Metals Limited – Annual Report 2021

NOTES TO THE FINANCIAL STATEMENTS

(d) Current and non-current classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Company's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the Company's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

(e) 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.

Exploration and evaluation expenditure

Exploration and evaluation costs have been capitalised on the basis that activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised.

Share-based payment transactions

The entity measures the cost of equity-settled transactions with the founders of the entity by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Hoadley ES02 model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Coronavirus (COVID-19) pandemic

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the Company based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the Company operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the Company unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.

(f) Comparatives

No comparative information is available as the Company was incorporated on 19 October 2020.

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C29 Metals Limited – Annual Report 2021

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2 EXPENSES Administrative expenses Audit fees	2021 $
	4,000
	4,000

Accounting Policy

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

Tax effect of: Amounts not deductible in calculating taxable income Changes in unrecognised temporary differences Income tax expense (c) Deferred tax assets not brought to account are: Accruals Total deferred tax assets not brought to account NOTE 3 INCOME TAX (a) The components of tax expense comprise: Current tax Deferred tax Income tax expense reported in the statement of profit or loss and other comprehensive income (b) The prima facie tax on loss from ordinary activities before income tax is reconciled to the income tax as follows: Loss before income tax expense Prima facie tax benefit on loss before income tax at 26%	2021 $
	- -
	-
	(58,808)
	- (15,290) (15,290)
	-
	14,000
	14,000

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C29 Metals Limited – Annual Report 2021

NOTES TO THE FINANCIAL STATEMENTS

NOTE 3 INCOME TAX (Continued)

Potential deferred tax assets attributable to tax losses and other temporary differences have not been brought to account at 30 June 2021 because the directors do not believe it is appropriate to regard realisation of the deferred tax assets as probable at this point in time. These benefits will only be obtained if:

• the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the expenditure to be realised; and

• no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the expenditure.

Accounting Policy

The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income).

Current Tax

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at the end of the reporting period. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred Tax

Deferred tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at the end of the reporting period. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

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C29 Metals Limited – Annual Report 2021

NOTES TO THE FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS
NOTE 4 CASH AND CASH EQUIVALENTS Cash at bank (b) Reconciliation of net loss after income tax to net cash flows used in operating activities Loss for the financial period Change in assets and liabilities Trade and other receivables Trade and other payables Net cash flow used in operating activities	2021 $
	402,658
	402,658
	(58,808) (4,425) 32,870
	(30,363)

Accounting Policy

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the statement of financial position.

NOTE 5 EXPLORATION AND EVALUATION EXPENDITURE Carrying amount of exploration and evaluation expenditure At the beginning of the period Exploration expenditure incurred At the end of the period		2021 $
		2,080
		- 2,080
		2,080

Accounting Policy

Acquisition, exploration and evaluation costs associated with mining tenements are accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that the Company’s rights of tenure to that area of interest are current and that the costs are expected to be recouped through the successful commercial development or sale of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Costs in relation to an abandoned area are written off in full against profit in the period in which the decision to abandon the area is made.

Each area of interest is also reviewed annually, and acquisition costs written off to the extent that they will not be recoverable in the future.

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C29 Metals Limited – Annual Report 2021

NOTES TO THE FINANCIAL STATEMENTS

NOTE 6 TRADE AND OTHER PAYABLES Trade payables(i) Accrued expenses		2021 $
		18,870 14,000
		32,870

• (i) Trade payables are non-interest bearing and are normally settled on 30-day terms.

Accounting Policy

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

NOTE 7 ISSUED CAPITAL

NOTE 7 ISSUED CAPITAL
Fully paid ordinary shares Movement in ordinary shares	2021 No. $
	8,291,668 435,101
	No. $
Balance at 19 October 2020 (incorporation) Seed Capital $0.01 Seed Capital $0.12 Share issue costs Balance at 30 June 2021	1 1 5,000,000 50,000 3,291,667 395,000 - (9,900)
	8,291,668 435,101

Ordinary shares entitle the holder to participate in the dividends and the proceeds on winding up in proportion to the number of and amounts paid on the shares held.

At shareholders meetings, each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

Accounting Policy

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration.

If the Company reacquires its own equity instruments, for example, as a result of a share buy-back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity.

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C29 Metals Limited – Annual Report 2021

NOTES TO THE FINANCIAL STATEMENTS

NOTE 8 RESERVES

Options issued to Founders

As part of the seed raising, the Company issued 1 free attaching unlisted option (exercisable at $0.20 on or before 29 January 2026) for every 1 ordinary share issued. A total of 5,000,000 unlisted options were issued.

a) Summary of options

a) Summary of options
Options Grant Date Date of Expiry	Exercise Price Balance at the start of the period Granted during the period Exercised during the period		Expired during the period	Balance at the end of the period
Founders 29-01-21 29-01-26	$0.20 - 5,000,000	-	-	5,000,000
	- 5,000,000	-	-	5,000,000
Weighted average exerciseprice	$0.20

NOTE 9 ACCUMULATED LOSSES Accumulated losses at the beginning of the financial period Loss after income tax for the period Accumulated losses at the end of the financial period	2021 $
	- (58,808)
	(58,808)

NOTE 10 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Risk management is carried out by the Board of Directors (‘the Board’) and includes identification and analysis of the risk exposure of the Company and appropriate procedures, controls and risk limits.

The Company’s activities did not expose it to a variety of financial risks: market risk, credit risk and liquidity risk.

NOTE 11 AUDITOR’S REMUNERATION Amounts received or due and receivable by RSM Australia Partners for: -Audit of the financial report of the Company	2021 $
	4,000
	4,000

NOTE 12 RELATED PARTY TRANSACTIONS

(a) Key management personnel compensation

No compensation was made to directors and other members of key management personnel of the Company for the period ended 30 June 2021.

b) Transactions with related parties

No transactions with related parties for the period ended 30 June 2021.

NOTE 13 CONTINGENT ASSETS AND CONTINGENT LIABILITIES

There are no contingent assets or contingent liabilities as at 30 June 2021.

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C29 Metals Limited – Annual Report 2021

NOTES TO THE FINANCIAL STATEMENTS

NOTE 14 COMMITMENTS

There are no commitments as at 30 June 2021.

NOTE 15 EVENTS AFTER THE REPORTING DATE

On 1 July 2021, Mr Mark Major was appointed as an Executive Director and Mr David Lees and Mr Edmund Haynes were appointed as Directors. Mr Mauro Piccini and Ms Kelly Mirabile resigned as Directors on the same day.

On 1 July 2021, the Company issued a total of 2,250,000 unlisted options to Mr Major, Mr Lees and Mr Haynes (exercisable at $0.25 per option, expiring on or before 1 July 2024) as part of their remuneration package in accordance with their appointment letters. Each Director was issued 750,000 unlisted options.

On 21 July 2021, the Company entered into a consultancy agreement with MIO Enterprises Pty Ltd (an entity associated with Mark Major) and Mark Major (as nominated person) pursuant to which he will provide expert technical advice and assistance to the Company.

The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has not significantly impacted the Company up to 30 June 2021, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.

No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years.

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C29 Metals Limited – Annual Report 2021

DIRECTORS’ DECLARATION

In the Directors’ opinion:

• a) The financial statements and accompanying notes are in accordance with the Corporations Act 2001, including: i) complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

• ii) giving a true and fair view of the Company’s financial position as at 30 June 2021 and of its performance for the period ended on that date.

• b) The financial statements and notes comply with International Financial Reporting Standards.

• c) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

The Directors have been given the declarations required by section 295A of the Corporations Act 2001.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors by:

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David Lees Non-Executive Chairman 27 August 2021

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RSM Australia Partners

Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844

T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111

www.rsm.com.au

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF C29 METALS LIMITED

Opinion

We have audited the financial report of C29 Metals Limited (the Company), which comprises the statement of financial position as at 30 June 2021, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the financial period 19 October 2020 to 30 June 2021, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.

In our opinion, the accompanying financial report of the Company is in accordance with the Corporations Act 2001, including:

• (i) Giving a true and fair view of the Company’s financial position as at 30 June 2021 and of its financial performance for the financial period 19 October 2020 to 30 June 2021; and

• (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report.

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

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

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Other Information

The directors are responsible for the other information. The other information comprises the corporate directory and directors’ report but does not include the financial report and the auditor's report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/auditors_responsibilities/ar4.pdf. This description forms part of our auditor's report.

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RSM AUSTRALIA PARTNERS

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Perth, WA Dated: 27 August 2021

TUTU PHONG Partner