FENIX RESOURCES LTD - Annual Report 2016

PROMETHEUS MINING PTY LTD

ACN 600 274 173

FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2016

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

PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

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:

	30 June 2016
Cash and cash equivalents ( $)	231,438
Net assets ($)	764,812
Total revenue ( $) Net loss after tax ( $)	- (296,880)

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.

PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

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

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

==> picture [78 x 31] intentionally omitted <==

DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF PROMETHEUS MINING PTY LTD

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

No contraventions of the auditor independence requirements of the Investigating Accountants Report in relation to the audit; and
No contraventions of any applicable code of professional conduct in relation to the audit.

==> picture [102 x 38] intentionally omitted <==

Phillip Murdoch

Partner

BDO Audit (WA) Pty Ltd

Perth, 30 July 2018

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, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than for the acts or omissions of financial services licensees

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

	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
TravellingExpenses	- 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.

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

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.

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

Issued Capital Accumulated Losses Total Equity	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 theyear - (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 theyear	- (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.

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

Notes Cash flows from operating activities Payment to suppliers and employees (incl. GST) Net cash flows from operating activities 4(b) Cash flows from investing activities Payments for acquisition costs - tenements Net cash flows from investing activities Cash flows from financing activities Proceeds from the issue of shares Net cash flows from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the start of the year Cash and cash equivalents at the end of the year 4(a)	30-JUNE-16 30-JUNE-15
	AUD $ AUD $ (46,819) (284,703)
	(46,819) (284,703)
	(110,000) (336,871)
	(110,000) (336,871)
	358,581 650,050
	358,581 650,050
	201,762 28,476
	29,676 1,200
	231,438 29,676

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

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

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.

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

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.

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

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.

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

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.

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

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 $ 29,676

Cash and cash equivalents	231,438

(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 otherpayables	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

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

NOTE 6: ISSUED CAPITAL

OTE 6: ISSUED CAPITAL
Fully paid ordinary shares (a)	30-June-16 30-June-15
	AUD $ AUD $ 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.

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

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

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

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:

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.
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.

==> picture [109 x 44] intentionally omitted <==

Kabir Osman Director 1 August 2018

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

==> picture [78 x 31] intentionally omitted <==

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 of financial 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 notes to 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 financial position of the Entity as at 30 June 2016 and of its financial performance and its cash flows for the year then 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 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 Entity in accordance with ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

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

Material uncertainty related to going concern

We draw attention to Note 1(b) in the financial report, which describes the events and conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the entity’s ability to continue as a going concern and therefore, the entity may be unable to realise its assets and discharge its liabilities in the normal course of business. Our opinion is not modified in respect 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. The financial report has been prepared to assist the Entity to meet the requirements of Investigating Accountants Report for inclusion in a prospectus. As a result, the financial report may not be suitable for another purpose. Our opinion is not modified in respect of this matter.

==> picture [78 x 31] intentionally omitted <==

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 have determined that the basis of preparation described in Note 1 is appropriate to meet the requirements of the Investigating Accountants Report for inclusion in a prospectus and for such internal control as management determines is necessary to enable the preparation and fair presentation of a financial report 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 to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless management either intends to liquidate the Entity or to cease operations, 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 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 (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

==> picture [95 x 53] intentionally omitted <==

Phillip Murdoch

Partner

Perth, 30 July 2018

PROMETHEUS MINING PTY LTD

ACN 600 274 173

FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2017

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

PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

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.

PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

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

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

==> picture [78 x 31] intentionally omitted <==

DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF PROMETHEUS MINING PTY LTD

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

No contraventions of the auditor independence requirements of the Investigating Accountants Report in relation to the audit; and
No contraventions of any applicable code of professional conduct in relation to the audit.

==> picture [102 x 38] intentionally omitted <==

Phillip Murdoch

Partner

BDO Audit (WA) Pty Ltd

Perth, 30 July 2018

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

	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.

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

	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.

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

Issued Capital Accumulated Losses Total Equity	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 theyear - (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 theyear	- (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.

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

Notes Cash flows from operating activities Payment to suppliers and employees (incl. GST) Net cash flows from operating activities 4(b) Cash flows from investing activities Payments for acquisition costs - tenements Net cash flows from investing activities Cash flows from financing activities Proceeds from the issue of shares Net cash flows from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the start of the year Cash and cash equivalents at the end of the year 4(a)	30-JUNE-17 30-JUNE-16
	AUD $ AUD $ (223,959) (46,819)
	(223,959) (46,819)
	(5,922) (110,000)
	(5,922) (110,000)
	- 358,581
	- 358,581
	(229,881) 201,762
	231,438 29,676
	1,557 231,438

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

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

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial report was approved by the directors as at the date of the director’s report.

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

Functional and presentation currency

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

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

b) Going concern

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

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

d) Cash and cash equivalents

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.

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

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.

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

i) Borrowings

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

j ) Exploration and Evaluation Expenditure

Each area of interest is limited to a size related to a known or probable mineral resource capable of supporting a mining operation.

such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or

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

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.

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

NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Carrying amount of exploration and evaluation expenditure

NOTE 4: CASH AND CASH EQUIVALENTS

(a) Reconciliation to cash at the end of the year	(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 otherpayables	26,171 11,517
Net cash flows used in operating activities	(223,959) (46,819)

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

NOTE 5: BORROWINGS

	30-June-17 30-June-16
	AUD $ AUD $
Loan to K Osman	17,665 50
NOTE 6: ISSUED CAPITAL Fully paid common shares	30-June-17 30-June-16
	AUD $ AUD $ 1,009,781 1,009,781

(a) Movements in Common Shares

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

NOTE 7: ACCUMULATED LOSSES

	30-June-17 30-June-16
	AUD $ AUD $

Balance at beginning of the year Loss after income tax expense for the year Balance at the end of the year NOTE 8 : EXPLORATION AND EVALUATION EXPENDITURE Balance at beginning of the year Exploration costs Balance at the end of the year	(594,969) (298,089) (237,000) (296,880)
	(831,969) (594,969)
	30-June-17 30-June-16 1,042,415 423,350 5,922 619,065 1,048,337 1,042,415

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

NOTE 9: COMMITMENTS AND CONTINGENT LIABILITIES

The Company was not committed to make any expenditures as at 30 June 2017.

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

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

The directors of the Company declare that:

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.
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.

==> picture [108 x 44] intentionally omitted <==

Kabir Osman Director 1 August 2018

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

==> picture [78 x 31] intentionally omitted <==

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 of financial 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 notes to 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 financial position of the Entity as at 30 June 2017 and of its financial performance and its cash flows for the year then ended in accordance with the basis of accounting described in note 1.

Basis for opinion

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

Material uncertainty related to going concern

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

Emphasis of matter – Basis of accounting

==> picture [78 x 31] intentionally omitted <==

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 have determined that the basis of preparation described in Note 1 is appropriate to meet the requirements of Investigating Accountants Report for inclusion in a prospectus and for such internal control as management determines is necessary to enable the preparation and fair presentation of a financial report that is free from material misstatement, whether due to fraud or error.

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

Auditor’s responsibilities for the audit of the 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 (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

==> picture [95 x 53] intentionally omitted <==

Phillip Murdoch

Partner

Perth, 30 July 2018

PROMETHEUS MINING PTY LTD

ACN 600 274 173

FINANCIAL REPORT FOR THE PERIOD ENDED 31 DECEMBER 2017

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

PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

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.

PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

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

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

==> picture [78 x 31] intentionally omitted <==

DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF PROMETHEUS MINING PTY 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:

No contraventions of the auditor independence requirements of the Investigating Accountants Report in relation to the audit; and
No contraventions of any applicable code of professional conduct in relation to the audit.

==> picture [102 x 38] intentionally omitted <==

Phillip Murdoch

Partner

BDO Audit (WA) Pty Ltd

Perth, 30 July 2018

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

	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
TravellingExpenses	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.

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

	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.

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

Issued Capital Accumulated Losses Total Equity	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 theperiod - (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 theperiod	- (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.

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

Notes Cash flows from operating activities Payment to suppliers and employees (incl. GST) Interest paid Net cash flows from operating activities 4(b) Cash flows from investing activities Payments for acquisition costs - tenements Net cash flows from investing activities Cash flows from financing activities Repayment of loans Net cash flows 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(a)	31-Dec-17 31-Dec-16
	AUD $ AUD $ (14,847) (220,545) (659) -
	(15,506) (220,245)
	(3,209) (2,700)
	(3,209) (2,700)
	- (5,811)
	- (5,811)
	(18,715) (27,294) 1,557 231,438
	(17,158) 2,382

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

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

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial report was approved by the directors as at the date of the director’s report.

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

Functional and presentation currency

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

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

b) Going concern

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.

d) Cash and cash equivalents

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.

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

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

i) Borrowings

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

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

j ) Exploration and Evaluation Expenditure

Each area of interest is limited to a size related to a known or probable mineral resource capable of supporting a mining operation.

such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or

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

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.

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

NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Carrying amount of exploration and evaluation expenditure

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 otherpayables	16,824	(33,498)
Net cash flows used in operating activities	(18,715)	(223,245)

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

NOTE 5: BORROWINGS

	31-Dec-17 30-June-17
	AUD $ AUD $
K Osman loan	11,685 17,665
Premium Fundingloan	6,131 -
Borrowings	17,816 17,665
NOTE 6: ISSUED CAPITAL Fully paid common shares (a)	31-Dec-17 30-June-17
	AUD$ AUD$
	1,359,781 1,359,781

(a) Movements in Common Shares

Date Details Number of shares issued AUD$	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
NOTE 7: ACCUMULATED LOSSES
	31-Dec-17 30-June-17
	AUD $ AUD $
Balance at the beginning of the period Loss after income tax expense for the period Balance at the end of the period NOTE 8 : EXPLORATION AND EVALUATION EXPENDITURE Balance at beginning of the period Exploration costs Balance at the end of the period	(831,969) (594,969) (50,872) (237,000)
	(882,841) (831,969)
	31-Dec-17 30-June-17
	AUD $ AUD $
	1,048,337 1,042,415 3,209 5,922
	1,051,546 1,048,337

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

NOTE 9: COMMITMENTS AND CONTINGENT LIABILITIES

The Company was not committed to make any expenditures as at 31 December 2017.

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

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

The directors of the Company declare that:

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.
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.

==> picture [107 x 43] intentionally omitted <==

Kabir Osman Director 1 August 2018

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

==> picture [78 x 31] intentionally omitted <==

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), which comprises the statement of financial position as at 31 December 2017, the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the half-year then ended, notes comprising a statement of significant accounting policies and other explanatory information, and the directors’ declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe 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 its cash flows for the period ended on that date, in accordance with the basis of accounting described in Note 1.

Emphasis of Matter - Material uncertainty related to going concern

Emphasis of matter – Basis of accounting

Directors’ responsibility for the Financial Report

The directors of the Entity are responsible for the preparation and fair presentation of the half-year financial report in accordance with the basis of accounting described in Note 1 and for such internal control as the directors determine is necessary to enable the preparation and fair presentation of the half-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. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of 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 believe that the half-year financial report is not presented fairly, in all material respects, in accordance with the basis of accounting described in Note 1. As the auditor of the Entity, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

==> picture [78 x 31] intentionally omitted <==

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters 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 Australian professional accounting bodies.

BDO Audit (WA) Pty Ltd

==> picture [95 x 53] intentionally omitted <==

Phillip Murdoch Partner

Perth, 30 July 2018

PROMETHEUS MINING PTY LTD

ACN 600 274 173

FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2018

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

PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

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.

PROMETHEUS MINING PTY LTD DIRECTOR’S DECLARATION

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.

==> picture [73 x 31] intentionally omitted <==

Kabir Osman Director 19 November 2018

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

==> picture [77 x 30] intentionally omitted <==

DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF PROMETHEUS MINING PTY LTD

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

No contraventions of the auditor independence requirements of the Investigating Accountants Report in relation to the audit; and
No contraventions of any applicable code of professional conduct in relation to the audit.

==> picture [127 x 42] intentionally omitted <==

Phillip Murdoch

Director

BDO Audit (WA) Pty Ltd

Perth, 19 November 2018

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

	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.

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

	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.

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

Issued Capital Accumulated Losses Total Equity	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 theyear - (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 theyear	- (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.

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

Notes Cash flows from operating activities Payment to suppliers and employees (incl. GST) Net cash flows from operating activities 4(b) Cash flows from investing activities Payments for acquisition costs - tenements Funds held in trust Net cash flows from investing activities Cash flows from financing activities Proceeds from convertible loan Proceeds from related parties Net cash flows from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the start of the year Cash and cash equivalents at the end of the year 4(a)	30-JUNE-2018 30-JUNE-2017
	AUD $ AUD $ (138,006) (223,959)
	(138,006) (223,959)
	(487,527) (5,922) (12,987) -
	(500,514) (5,922)
	600,000 - 24,556 -
	624,556 -
	(13,964) (229,881)
	1,557 231,438
	(12,407) 1,557

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

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

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial report was approved by the directors as at the date of the director’s report.

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

Functional and presentation currency

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

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

b) Going concern

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

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

d) Cash and cash equivalents

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.

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

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.

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

i) Borrowings

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

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

j ) Exploration and Evaluation Expenditure

Each area of interest is limited to a size related to a known or probable mineral resource capable of supporting a mining operation.

such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or

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

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.

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

NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Carrying amount of exploration and evaluation expenditure

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 otherpayables	8,832	26,171
Net cash flows used in operating activities	(138,006)	(223,959)

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

NOTE 5: BORROWINGS

	30-June-18 30-June-17
	AUD $ AUD $
Loan to K Osman	- 17,665
NOTE 6: ISSUED CAPITAL Fully paid common shares	30-June-18 30-June-17
	AUD $ AUD $ 1,359,781 1,359,781

(a) Movements in Common Shares

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

NOTE 7: ACCUMULATED LOSSES

NOTE 7: ACCUMULATED LOSSES
	30-June-18 30-June-17
	AUD $ AUD $

Balance at beginning of the year Loss after income tax expense for the year Balance at the end of the year NOTE 8 : EXPLORATION AND EVALUATION EXPENDITURE Balance at beginning of the year Exploration costs Balance at the end of the year	(831,969) (594,969) (96,828) (237,000)
	(928,797) (831,969)
	30-June-18 30-June-17 1,048,337 1,042,415 3,209 5,922 1,051,546 1,048,337

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

NOTE 9: COMMITMENTS AND CONTINGENT LIABILITIES

The Company was not committed to make any expenditures as at 30 June 2018.

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

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

The directors of the Company declare that:

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.
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.

==> picture [73 x 31] intentionally omitted <==

Kabir Osman Director 19 November 2018

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

==> picture [77 x 30] intentionally omitted <==

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 of financial 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 notes to the financial report, including a summary of significant accounting policies, and director’s Declaration.

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

Basis for opinion

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

Material uncertainty related to going concern

Emphasis of matter – Basis of accounting

==> picture [77 x 30] intentionally omitted <==

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 have determined that the basis of preparation described in Note 1 is appropriate to meet the requirements of Investigating Accountants Report for inclusion in a prospectus and for such internal control as management determines is necessary to enable the preparation and fair presentation of a financial report that is free from material misstatement, whether due to fraud or error.

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

Auditor’s responsibilities for the audit of the 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 (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

==> picture [112 x 47] intentionally omitted <==

Phillip Murdoch

Director

Perth, 19 November 2018

AI assistant

FENIX RESOURCES LTD — Annual Report 2016

64910_rns_2018-11-28_a64f86bf-0b52-4d39-800f-ea9d3f13fca8.pdf

PROMETHEUS MINING PTY LTD

ACN 600 274 173

Directors

Principal activity

Financial results

Review of operations

Significant changes in state of affairs

After balance date events

Likely developments and expected results of operation

Environmental regulation

Dividends paid, recommended and declared

Indemnification of officers

Indemnification of auditors

DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF PROMETHEUS MINING PTY LTD

Phillip Murdoch

BDO Audit (WA) Pty Ltd

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

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of preparation of the financial report

Historical Cost Convention

Critical accounting estimates

Functional and presentation currency

b) Going concern

c) New, revised or amending Accounting Standards and Interpretations adopted

d) Cash and cash equivalents

e) Trade and other payables

f) Issued Capital

g) Current and non-current classification

h) Fair value measurement

i ) Borrowings

j ) Exploration and Evaluation Expenditure

k) Share-Based Payments

NOTE 2: ACCOUNTING STANDARDS AND INTERPRETATIONS ISSUED BUT NOT OPERATIVE AT 30 JUNE 2016

NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Carrying amount of exploration and evaluation expenditure

NOTE 4: CASH AND CASH EQUIVALENTS

NOTE 5: BORROWINGS

NOTE 6: ISSUED CAPITAL

(a) Movements in Common Shares

NOTE 9: COMMITMENTS AND CONTINGENT LIABILITIES

NOTE 10: EVENTS SUBSEQUENT TO REPORTING DATE

NOTE 11: COMPANY DETAILS

INDEPENDENT AUDITOR'S REPORT

Report on the Audit of the Financial Report

Opinion

Basis for opinion

Material uncertainty related to going concern

Emphasis of matter – Basis of accounting

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

Auditor’s responsibilities for the audit of the Financial Report

BDO Audit (WA) Pty Ltd

Phillip Murdoch

Partner

PROMETHEUS MINING PTY LTD

ACN 600 274 173

Directors

Principal activity

Financial results

Review of operations

Significant changes in state of affairs

After balance date events

Likely developments and expected results of operation

Environmental regulation

Dividends paid, recommended and declared

Indemnification of officers

Indemnification of auditors

DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF PROMETHEUS MINING PTY LTD

Phillip Murdoch

BDO Audit (WA) Pty Ltd

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of preparation of the financial report

Historical Cost Convention

Critical accounting estimates

Functional and presentation currency

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

b) Going concern

c) New, revised or amending Accounting Standards and Interpretations adopted

FENIX RESOURCES LTD Annual Report 2016