MARVEL GOLD LIMITED — Interim / Quarterly Report 2021

Mar 11, 2021

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ABN 77 610 319 769

INTERIM FINANCIAL REPORT For the half-year ended 31 December 2020

Corporate Information

ABN 77 610 319 769

Directors

Mr Stephen Dennis (Non-Executive Chairman) Mr Phil Hoskins (Managing Director) Mr Andrew Pardey (Non-Executive Director) Mr Chris van Wijk (Executive Director)

Company Secretary

Mr Stuart McKenzie

Registered Office

Level 1, Emerald House, 1202 Hay Street WEST PERTH WA 6005 Tel +61 8 9200 4960 Fax +61 8 9200 4961

Bankers

Commonwealth Bank of Australia 150 St Georges Terrace PERTH WA 6000

Share Register

Computershare Limited Level 11, 172 St Georges Terrace PERTH WA 6000 Tel + 61 8 9323 2000 Fax + 61 8 9323 2033

Auditors

BDO Audit (WA) Pty Ltd 38 Station Street SUBIACO WA 6008

Website Address

www.marvelgold.com.au

ASX Code

Shares are listed on the Australian Securities Exchange under stock code MVL.

1

Contents

Directors' report	3
Auditor’s independence declaration	8
Condensed consolidated statement of profit or loss and other comprehensive income	9
Condensed consolidated statement of financial position	10
Condensed consolidated statement of changes in equity	11
Condensed consolidated statement of cash flows	13
Notes to the condensed consolidated financial statements	14
Directors' declaration	21
Auditors independent review report	22

2

Marvel Gold Limited 31 December 2020

Directors' report

Your Directors present their report on the consolidated entity (referred to hereafter as the Group ) comprising Marvel Gold Limited ( Marvel or the Company ) and the entities it controlled at the end of, or during, the six months ended 31 December 2020 and the auditor’s report. Marvel is a company limited by shares that is incorporated and domiciled in Australia.

Directors and Company Secretary

The following persons were directors of Marvel ( Directors ) during the half-year ended 31 December 2020 and up to the date of this report: Mr Stephen Dennis (Non-Executive Chairman) Mr Phil Hoskins (Managing Director) Mr Andrew Pardey (Non-Executive Director) Mr Chris van Wijk (Executive Director)

The Company Secretary is Mr Stuart McKenzie. Mr McKenzie was appointed to the position of Company Secretary in January 2016.

Directors were in office for the entire period unless otherwise stated.

Principal activities

During the period, the principal continuing activities of the Group related to the exploration for gold on the Company’s West and South Mali tenement package and the undertaking of a process with respect to the Chilalo Graphite Project to realise value for shareholders.

Basis of preparation

The attached half-year report ended 31 December 2020 contains an independent auditor's review report which includes a material uncertainty related to going concern. For further information, refer to Note 2(a) of the financial statements together with the auditor’s review report.

Significant changes in the state of affairs

During the half-year the Company entered into joint ventures with Oklo Resources limited, Altus Strategies plc and Société Minière et Commerciale (“SOMICO”) to earn in and acquire exploration properties in West and South Mali. These joint ventures completed the Company’s change in strategic direction from the Company’s Tanzanian graphite project to a West Africa focused gold explorer.

The Company’s Chilalo Graphite Project in Tanzania has been transferred to held for sale as it is now likely this asset will be disposed of by the Group. The Company has received numerous investor enquiries about the project and is assessing the best pathway to maximise value for shareholders including a possible demerger and initial public offering on the ASX. Initial discussion with investors are commercial in confidence however the Directors have assessed the potential value of this project on disposal is likely to exceed its carrying value.

On 20 July 2020, the Company’s shareholders voted to approve the amended terms to the loan notes that the Company had issued to CL V Investment Solutions LLC, an entity managed by Castlelake L.P. This formalised the amended terms which are set out in note 9.

3

Marvel Gold Limited 31 December 2020

Directors' report

Review of operations

Results of operations

A summary of results for the half-year ended 31 December 2020 is as follows:

	December 2020	December 2019
	$	$
Net loss after income tax	(3,337,658)	(4,988,343)
attributable to:
Fair value gain on loan notes	1,307,349	-
Foreign currency gain	904,760	-
Administration costs	(542,063)	(680,140)
Finance costs	(1,111,586)	(890,121)
Business development and marketing	(250,384)	(434,886)
Exploration expenses	(2,793,258)	(2,956,347)

MALI GOLD PROJECTS

During the half-year, the Company completed the acquisition of an interest in a Joint Venture ( Mali JV ) with Altus Strategies Plc ( Altus ) to earn-in to two Mali gold exploration projects, Tabakorole Gold Project ( Tabakorole ) and the Lakanfla Gold Project ( Lakanfla ) ( Mali Gold Projects ).

The Company’s primary focus of activity has been on advancing the Mali Gold Projects through systematic exploration and on completing strategic tenement acquisitions to enhance Marvel’s landholding in Mali.

Tabakorole Gold Project (51%)

Following completion of a 1,544 metre diamond drilling program and review of historical data from previous work at Tabakorole, the Company reported a maiden JORC 2012 Mineral Resource of 910,000oz grading 1.2 g/t gold (at a 0.6 g/t cut-off), as shown in Table 1 below.

Table 1: Tabakorole Mineral Resource Estimate (JORC 2012)

		Indicated			Inferred			Total
	Mt	Au (g/t)	koz (Au)	Mt	Au (g/t)	koz (Au)	Mt	Au (g/t)	koz (Au)
Oxide	1.0	1.3	40	1.5	1.3	60	2.4	1.3	100
Fresh	6.3	1.2	250	15.1	1.2	560	21.5	1.2	810
Total	7.3	1.2	290	16.6	1.2	620	23.9	1.2	910

The Tabakorole Mineral Resource is defined over a 2.9km strike length with 43% of the resource (390koz) within approximately 100m of surface. The deposit demonstrates consistently thick zones which indicates the potential for a relatively low mining strip ratio.

The Company considers that there are numerous opportunities to grow the Tabakorole Mineral Resource, including:

• Aircore drilling completed during the half-year confirmed that gold mineralisation continues at least 600m along strike to the north-west, with results including 6m at 6.2 g/t gold . Drilling conducted during the half-year tested the north-west extension, with results expected to be available during March.

• The deposit remains open along strike to the south-east. Reverse Circulation drilling carried out during the period, successfully extended the Tabakorole deposit to the south-east. Results of this drilling included 23m at 2.0 g/t gold from 178m in hole 21TBKRC-001, which terminated in mineralisation. The Company now intends to carry out an Aircore drilling program to identify additional targets to further test the south-east extension.

4

Marvel Gold Limited 31 December 2020

Directors' report

• The deposit remains open at depth, including several areas throughout the existing resource that are constrained by lack of drilling. Three holes (totalling 512m) drilled within the existing strike of the deposit have returned intersections of high-grade mineralisation which are expected to materially enhance the existing 910koz mineral resource. Significant results included:

• Hole TBKRC-005:

  • 12m at 2.1 g/t gold from 18m;

  • 18m at 1.9 g/t gold from 53m; and

  • 10m at 1.5 g/t gold from 97m.

• Hole TBKRC-006:

  • 22m at 1.8 g/t gold from 77m.

Figure 1 shows the results of drilling at the south-east extension and drilling within the existing resource.

Figure 1. Plan view showing results from Tabakorole resource expansion drill program

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Bottle roll testwork on fresh ore composite samples, undertaken by ALS Metallurgy, highlighted the straightforward, non-refractory metallurgical characteristics for the ore. The testwork generated:

• Average gold recoveries ranging from 92.7% to 96.6% for grind sizes (P80) of 150 to 75 microns;

• Attractive leach kinetics, indicating a likely processing route incorporating a simple, industry standard cyanide leach circuit; and

5

Marvel Gold Limited 31 December 2020

Directors' report

• Low reagent consumption points to a favourable impact on costs.

Future metallurgical testwork programs are expected to focus on comminution work and optimisation of grind size versus reagent concentrations.

Lakanfla Gold Project (33%)

Ongoing exploration and development of Lakanfla comprises three key focus areas:

• Refinement of karst model and targeting.

• Reverse Circulation ( RC ) drilling program at the Lakanfla Gold Project successfully proved the existence of a karst and returned widespread low-grade gold mineralisation. The Company plans to assess the anomalous intercepts and other targets in the context of the multi-element soil assays (expected in March) and to also complete multi-element assays on selected RC samples to ascertain whether these anomalous results record a primary bedrock or transported gold signature. Any future targets identified at the karst will be ranked against other targets at Lakanfla and across the existing portfolio of Mali projects as the Company optimises its exploration expenditure.

• Delineation and development of existing gold mineralisation within the granite intrusion.

Analysis of the existing drill-defined mineralisation within the granite intrusion appears to show that the mineralisation sits on the ‘shoulders’ of the granite intrusion and is likely structurally hosted. The holes drilled in the RC drilling program completed in 2020 were not successful in drilling this contact even when angled toward the granite intrusion and as such an immediate opportunity still exists along strike from the existing mineralisation (see Figure 2). Importantly, this area has additional supporting evidence in the soil geochemistry results.

Figure 2. Target along strike from existing mineralisation

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• Systematic exploration across the Lakanfla licence (outside of the karst target and the granite intrusion).

The results of a multi-element soil geochemistry program are pending. When received, these results will be reviewed along with existing datasets including magnetics, induced polarisation and passive seismic to generate additional targets, both within the karst and elsewhere on the licence.

Tenement acquisitions

During the half-year, the Company reached agreement with Oklo Resources Limited (ASX: OKU) ( Oklo ) to acquire an 80% interest in Oklo’s three South Mali gold projects – Tabakorole, Yanfolila and Kolondieba (the South Mali Gold Projects ) – covering 600km[2] of highly prospective Birimian Greenstone terrain in South Mali.

6

Marvel Gold Limited 31 December 2020

Directors' report

The Tabakorole tenements cover an area of 200km[2] adjoining the Company’s Tabakorole Project, with the structure hosting the Tabakorole Mineral Resource, appearing to continue to the west into the Tabakorole tenements. Kolondieba comprises a 200km[2] landholding hosting numerous artisanal workings over 15km of strike, located on the Bannifin Shear Zone, one of the major controlling structures in southern Mali. Yanfolila is a 200km[2] advanced exploration project strategically located on splays off the Siekerole Shear Zone with historical intercepts including 27m at 3.6 g/t gold and 16m at 2.0 g/t gold.

Marvel also entered into an option agreement over the Sakaar Exploration Permit ( Sakaar ), located 15km to the south of the Lakanfla Project in western Mali. The Company is undertaking geological mapping, geochemical sampling and magnetic surveys as part of the first phase of a systematic process to identify drill targets at Sakaar.

AUDITOR’S INDEPENDENCE DECLARATION

A copy of the auditor’s independence declaration as required under section 307 of the Corporation Act 2001 is set out on page 8.

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

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Stephen Dennis Chairman of the Board PERTH

On the 12th day of March 2021

7

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

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

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DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF MARVEL GOLD LIMITED

As lead auditor for the review of Marvel Gold Limited for the half-year ended 31 December 2020, I declare that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the review; and

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

This declaration is in respect of Marvel Gold Limited and the entities it controlled during the period.

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Dean Just Director

BDO Audit (WA) Pty Ltd

Perth, 12 March 2021

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.

8

Marvel Gold Limited 31 December 2020

Condensed consolidated statement of profit or loss and other comprehensive income for the half-year ended 31 December 2020

Notes	31 December 2020 31 December 2019 $ $
Continuing operations Other income Government incentives and rebates Fair value gain on loan notes 9 Foreign currency gain Corporate and administration expenses Employee benefits Business development and marketing Finance costs Exploration expenses Share based payments 11 Loss before income tax Income tax expense Loss for the half-year after tax Other comprehensive income Items that may be reclassified to profit or loss Exchange differences on translation of foreign operations Total comprehensive loss for the period Net loss is attributable to: Owners of Marvel Gold Limited Total comprehensive loss is attributable to: Owners of Marvel Gold Limited Earnings per share attributable to owners of the Company Basic EPS Diluted EPS	887 1,500 67,500 386,948 1,307,349 - 904,760 - (542,063) (680,140) (316,272) (390,842) (250,384) (434,886) (1,111,586) (890,121) (2,793,258) (2,956,347) (604,591) (24,455)
	(3,337,658) (4,988,343) - -
	(3,337,658) (4,988,343)
	(185,020) 4,482
	(3,522,678) (4,983,861)
	(3,337,658) (4,988,343)
	(3,522,678) (4,983,861)
	$ $ (0.01) (0.05) (0.01) (0.05)

The above condensed consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the notes to the interim financial report.

9

Marvel Gold Limited 31 December 2020

Condensed consolidated statement of financial position as at 31 December 2020

Notes	31 December 2020 30 June 2020 $ $
ASSETS Current assets Cash and cash equivalents Asset held for sale 5 Trade and other receivables 6 Total current assets Non-current assets Property, plant and equipment Exploration and evaluation assets 7 Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables 8 Shareholder funds received in advance Provisions Liabilities directly associated with assets classified as held for sale 9 Loans and borrowings 9 Total current liabilities Non-current liabilities Provisions Total non-current liabilities Total liabilities Net (liabilities)/assets EQUITY Share capital 10 Reserves Accumulated losses Total equity	5,140,858 304,633 5,000,000 - 231,140 142,900
	10,371,998 447,533
	384,792 69,072 1,230,834 5,000,000
	1,615,626 5,069,072
	11,987,624 5,516,605
	(458,040) (437,200) - (35,000) (131,824) (198,328) (7,419,909) - - (8,748,377)
	(8,009,773) (9,418,905)
	(9,621) (73,641)
	(9,621) (73,641)
	(8,019,394) (9,492,546)
	3,968,230 (3,975,941)
	31,134,472 20,272,214 1,736,352 1,316,781 (28,902,594) (25,564,936)
	3,968,230 (3,975,941)

The above condensed consolidated statement of financial position is to be read in conjunction with the notes to the interim financial report.

10

Marvel Gold Limited 31 December 2020

Condensed consolidated statement of changes in equity for the half-year ended 31 December 2020

Notes	Contributed equity Foreign currency translation reserve Share based payment reserve Accumulated losses Total equity $ $ $ $ $
Balance at 1 July 2019 Total comprehensive income for the period: Loss for the period Foreign exchange translation differences Total comprehensive loss for the period Transactions with owners in their capacity as owners: Issue of shares net of transaction costs Employee share schemes - value of employee services Balance at 31 December 2019	16,832,075 (41,024) 1,490,088 (18,078,094) 203,045 - - - (4,988,343) (4,988,343) - 4,482 - - 4,482
	- 4,482 - (4,988,343) (4,983,861) 2,255,410 - - - 2,255,410 - - 24,455 - 24,455
	19,087,485 (36,542) 1,514,543 (23,066,437) (2,500,951)

11

Marvel Gold Limited 31 December 2020

Condensed consolidated statement of changes in equity for the half-year ended 31 December 2020

Notes	Contributed equity Foreign currency translation reserve Share based payment reserve Accumulated losses Total equity $ $ $ $ $
Balance at 1 July 2020 Total comprehensive income for the period: Loss for the period Foreign exchange translation differences Total comprehensive loss for the period Transactions with owners in their capacity as owners: Issue of shares net of transaction costs 10 Shares issued to earn-in to joint ventures 10 Shares issued to pay-out annual leave provision 10 Shares issued to financier 10 Employee share schemes - value of employee services Balance at 31 December 2020	20,272,214 (23,724) 1,340,505 (25,564,936) (3,975,941) - - - (3,337,658) (3,337,658) - (185,020) - - (185,020)
	- (185,020) - (3,337,658) (3,522,678) 9,955,136 - - - 9,955,136 700,000 - - - 700,000 57,122 - - - 57,122 150,000 - - - 150,000 - - 604,591 - 604,591
	31,134,472 (208,744) 1,945,096 (28,902,594) 3,968,230

The above condensed consolidated statement of changes in equity is to be read in conjunction with the notes to the interim financial report.

12

Marvel Gold Limited 31 December 2020

Condensed consolidated statement of cash flows

for the half-year ended 31 December 2020

	31 December 2020 31 December 2019 $ $
Cash flows from operating activities Payments to suppliers and employees Payments for business development and marketing Payment of exploration and evaluation expenditure Receipts from government incentives and rebates Interest received Net cash (outflow) from operating activities Cash flows from investing activities Payment for property, plant and equipment Payments for earn-in joint venture stage payments Net cash (outflow) from investing activities Cash flows from financing activities Proceeds from the issue of loan notes Loan note issue costs Proceeds from the issue of ordinary shares Share issue transaction costs Net cash inflow from financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the period Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the period	(1,035,722) (853,792) (422,665) (460,088) (3,120,099) (3,000,889) 67,500 386,948 887 1,500
	(4,510,099) (3,926,321)
	(348,589) (7,775) (380,834) -
	(729,423) (7,775)
	- 1,353,701 (59,500) (66,328) 10,922,353 2,500,000 (795,096) (244,590)
	10,067,757 3,542,783
	4,828,236 (391,313) 304,633 1,264,791 7,990 (1,048)
	5,140,859 872,430

The above condensed consolidated statement of cash flows is to be read in conjunction with the notes to the interim financial report.

13

Marvel Gold Limited 31 December 2020

Notes to the condensed consolidated financial statements

1. Corporate information

Marvel Gold Limited ( Marvel or the Company ) is a company incorporated in Australia and limited by shares. Marvel shares are publicly traded on the Australian Securities Exchange under the stock code MVL. The condensed consolidated interim financial statements of the Company as at, and for the half-year ended, 31 December 2020 comprise the Company and its subsidiaries (together the Group ).

During the period, the principal continuing activities of the Group related to the exploration for gold on the Company’s West and South Mali tenement package and the assessment of options for the Chilalo Graphite Project to realise value for shareholders.

The consolidated financial statements of the Group as at and for the year ended 30 June 2020 are available online at www.marvelgold.com.au or upon request from the Company’s registered office located at Level 1, Emerald House, 1202 Hay Street, West Perth 6005, Australia.

This financial report was authorised for issue in accordance with a resolution of the Directors on 12 March 2021.

2. Basis of preparation and accounting policies

This general purpose interim financial report for the half-year ended 31 December 2020 has been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001 . The financial report does not include all notes of the type normally included within the annual financial report. However, selected explanatory notes are included to explain events and transactions that are important to an understanding of changes in the Group’s financial position and performance since the last annual consolidated financial statements, as of, and for the year ended 30 June 2020.

It is recommended that this interim financial report be read in conjunction with the annual report for the year ended 30 June 2020 and considered together with any public announcements made by the Company during the half-year ended 31 December 2020 in accordance with the Company’s continuous disclosure obligations.

(a) Going concern

These financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business.

As disclosed in the financial statements, the Group incurred a loss of $3,337,658 and had net cash outflows from operating activities of $4,510,099 for the half-year ended 31 December 2020. As at that date, the Group had net current assets of $2,362,225. The Company is carrying loans and borrowings of $7,419,909. During the half-year the loans and borrowings were novated to a subsidiary (i.e. no security recourse to the Company) and extended the repayment date to 29 October 2022. The ability of the Group to continue as a going concern is principally dependent upon the ability of the Group to secure funds by raising capital from equity markets and managing cash flows in line with available funds.

These factors indicate a material uncertainty which may cast significant doubt as to whether the Group will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at amounts stated in the financial report.

The Directors believe that it is reasonably foreseeable that the Group will continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report after consideration of the following factors:

• As disclosed above, the Company amended the terms of the Loan Note Subscription Agreement ( LNSA ) to extend the repayment date and limit the security over the Company’s asset to that of its holding company and subsidiary.

• Should the Chilalo sale or refinance process yield cash proceeds that exceed the LNSA debt, the Company will receive the excess proceeds.

• If the Chilalo process does not result in repayment of the LNSA by 29 October 2022, Castlelake will take control of the Chilalo Project with no further recourse to the Company.

• The Group has the ability to issue additional equity securities under the Corporations Act 2001 to raise further working capital; and

• The Group has the ability to curtail administrative, discretionary exploration and overhead cash outflows as and when required.

Should the Company not be able 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 Company not continue as a going concern.

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Marvel Gold Limited 31 December 2020

Notes to the condensed consolidated financial statements

3. Accounting policies

The accounting policies and methods of computation adopted in the preparation of the interim financial report are consistent with those disclosed in the Company’s 2020 annual financial report for the financial year ended 30 June 2020 other than outlined below.

(a) New and amended standards adopted by the Company

The consolidated entity 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.

(b) Impact of standards issued but not yet adopted by the entity

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

(c) Non-current assets classified as held for sale

Non-current assets and assets of disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continued use. They are measured at the lower of their carrying amount and fair value less costs of disposal. For non-current assets or assets of disposal groups to be classified as held for sale, they must be available for immediate sale in their present condition and their sale must be highly probable.

An impairment loss is recognised for any initial or subsequent write down of the non-current assets and assets of disposal groups to fair value less costs of disposal. A gain is recognised for any subsequent increases in fair value less costs of disposal of a non-current assets and assets of disposal groups, but not in excess of any cumulative impairment loss previously recognised.

Non-current assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of assets held for sale continue to be recognised.

4. Use of judgements and estimates

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed interim consolidated financial statements, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 30 June 2020, other than disclosed below:

(a) Borrowings

As disclosed in note 9, the terms of the Interim Loan Notes previously issued by the Company were materially changed during the half year including but not limited to extending the term of the Interim Loan Notes by two years and accruing a 7.5% restructuring fee. Under the requirements of AASB 9 - Financial Instruments the accounting for modification of a financial liability depends on whether the modification is a substantial or a non-substantial modification. The modification is substantial where the present value of the restructured cash flows differ from the carrying value of the debt by more than 10%. The Company has accounted for the modification as substantial. In making this assessment, the Company applied a discount rate of 30% to the present value of restructured cashflow. The Company is the only ASX listed graphite company that has secured debt and therefore the discount rate used to assess fair value was the effective interest rate at the date of amendment being the only reference to the fair value of the cost of debt.

15

Marvel Gold Limited 31 December 2020

Notes to the condensed consolidated financial statements

5. Assets held for sale

Chilalo Graphite Project	31 December 2020 30 June 2020 $ $ 5,000,000 -
	5,000,000 -

The Company’s Chilalo Graphite Project in Tanzania has been transferred to held for sale as it is now likely this asset will be disposed of by the Group. The Company has received numerous investor enquiries about the project and is assessing the best pathway to maximise value for shareholders including a possible demerger and initial public offering on the ASX. Initial discussion with investors are commercial in confidence however the Directors have assessed the potential value of this project on disposal is likely to exceed its carrying value.

6. Trade and other receivables

. Trade and other receivables
Accounts receivable Other receivables Prepayments . Exploration and evaluation expenditure (a) Reconciliation of exploration and evaluation expenditure Carrying amount at beginning of the period Acquisition of tenements and JV earn-ins - Mali Transferred to assets held for sale Carrying amount at the end of the period	$ $ 54,272 94,803 35,792 30,917 141,076 17,180
	231,140 142,900
	5,000,000 5,000,000 1,230,834 - (5,000,000)
	1,230,834 5,000,000

7. Exploration and evaluation expenditure

During the half year, the Company entered into a joint venture agreement on the Tabakorole and Lakanfla gold projects with Altus Strategies Inc. The Company has various earn in exploration requirements (as announced on the ASX on 17 June 2020) to earn up to 80% interest in the projects. A number of payments were required for the initial acquisition and as the Company progresses through the joint venture stages including:

• Stage 1 – On 4 August 2020, the Company paid US$450,000 in shares to acquire its initial joint venture interests.

• Stage 2 – On 17 December 2020, the Company made a US$200,000 payment to progress to stage 2 of the Tabakorole JV.

• Stage 3 – Subsequent to the end of the period, the Company made a US$150,000 payment to progress to stage 3 of the Tabakorole JV. This amount is not included in the balance of $1,230,834 at the end of the period.

During the half year, the Company also entered into a joint venture agreement with Oklo Resources Limited on its West Mali projects. Subsequent to the end of the period, the Company completed this transaction earning 80% in the joint venture by paying cash consideration of $200,000. $50,000 of the consideration was paid prior to 31 December 2020 with the balance subsequent to half-year end. The Company anticipates issuing 20,000,000 shares to Oklo once certain tenements are renewed. A further 20,000,000 Company shares will be paid as consideration dependent on further milestones.

The Company also entered into a joint venture with SOMICO over the Sakaar exploration permit to earn up to 80% dependent on completion of three stage of various exploration targets. The Company reimbursed SOMICO $21,958 for permit application fees.

8. Trade and other payables

Creditors Accruals Other payables	31 December 2020 30 June 2020 $ $ 142,336 306,099 238,468 30,001 77,236 101,100
	458,040 437,200

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Marvel Gold Limited 31 December 2020

Notes to the condensed consolidated financial statements

9. Loans and borrowings

Current Note Opening loan balance Loan notes issued Effective interest capitalised Foreign currency movement Loan balance as at 20 July 2021 prior to modification of terms Reclassification – liabilities directly associated with assets classified as held for sale Liabilities directly associated with assets classified as held for sale Loan balance 20 July 2020 prior to modification of terms Fair value gain on modification of terms 4(a) Borrowing costs Effective interest capitalised for the half year Foreign currency movement	8,748,377 5,799,825 - 1,358,576 98,211 1,487,919 - 102,057
	8,846,588 - (8,846,588)
	- 8,748,377
	8,846,588 - (1,307,349) - (150,000) - 927,439 - (896,769) -
	7,419,909 -

On 17 June 2020 the Company announced the Company’s financier, Castlelake had decided not to proceed with the Senior Funding Package of up to $80,000,000 in debt and equity. As a result, the Company agreed with Castlelake to restructure the Interim Loan Notes debt which included:

• Confining the Financier’s security to Chilalo Project related assets and removing the Castlelake’s legal recourse to the Company;

• Paying an amendment fee of 7.5% of the debt capitalised into the balance of the loan notes;

• Paying a security release fee of US$100,000;

• Issuing 7.5 million shares of the Company;

• Extending the due date of the debt by two years to October 2022;

• Undertaking steps to either sell the Chilalo Project or refinance the Castlelake debt amount;

• Should the Chilalo sales process yield cash proceeds that exceed the LNSA debt, the Company will received the excess proceeds; and

• If the Chilalo process does not result in repayment of the LNSA by 29 October 2022, the Castlelake will take control of the Chilalo Project with no further recourse to the Company.

10. Share capital

0. Share capital
	31 December 2020 30 June 2020 Shares $ Shares $
(a) Issued and paid up capital Ordinary fully paid shares (b) Movement in ordinary shares Opening balance at 1 July Issue of equities Shares issued to payout annual leave balances3 Shares issued to Directors4 Share placement1 Share placement2 Shares issued to interim loan note holders5 Shares issued to acquire joint venture6 Less: Transaction costs arising on share issues	508,644,058 31,134,472 115,011,555 20,272,214 115,011,555 20,272,214 88,145,208 16,832,075 2,851,717 57,122 - - 769,231 - - - 252,511,555 5,050,231 26,553,847 3,389,909 95,000,000 5,700,000 - - 7,500,000 150,000 312,500 457,300 35,000,000 700,000
	393,632,503 11,657,263 115,011,555 - (795,095) - (407,070)
	508,644,058 31,134,472 115,011,555 20,272,214

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Marvel Gold Limited 31 December 2020

Notes to the condensed consolidated financial statements

10. Share capital (cont.)

1 The issue of shares was 137,500,000 fully paid ordinary shares for $0.02 consideration via a placement and an underwritten rights entitlement offer of 115,011,555 fully paid ordinary shares issued at $0.02.

2 The issue of 95,000,000 fully paid ordinary shares for $0.06 consideration via a placement.

3 The issue of 2,851,717 fully paid ordinary shares issued for nil consideration with a deemed price of $0.02 to payout key management personnel annual leave balances that were in excess of four weeks as at 20 July 2020.

4 The issue of 769,231 fully paid ordinary shares to Directors at a price of $0.065. The shares were paid for prior to 1 July 2020 and were approved for issue at the Company’s shareholder meeting during the half-year.

5 The issue of 7,500,000 fully paid ordinary shares to the Company’s Interim Loan Note Holders at a price of $0.02 as a fee for the restructure of the Interim Loan Notes.

6 The issue of 35,000,000 fully paid ordinary shares to acquire its initial joint venture interests in Mali from Capital DI Limited.

11. Share based payments

During the half year ended 31 December 2020 the following options were issued to Directors and Officers of the Company as short-term and long-term incentives under the Company’s Employee Share Scheme which was last approved in July 2020.

Option series	Exercise price	Grant date	Vesting date	No. of options	Total expense recognized
Directors	$0.035	20/07/2020	29/07/2020	12,900,000	240,388
Directors	$0.06	20/07/2020	29/07/2020	6,450,000	103,292
Directors	$0.10	20/07/2020	29/07/2020	6,450,000	91,643
Employee share scheme(“ESS”)	$0.035	20/07/2020	29/07/2020	5,150,000	91,445
Employee share scheme	$0.06	20/07/2020	29/07/2020	2,575,000	41,237
Employee share scheme	$0.10	20/07/2020	29/07/2020	2,575,000	36,586
Total				36,100,000	604,591

The fair value of services received in return for the share options granted is measured by reference to the fair value of options granted. The estimate of the fair value of the services is measured based on a Black-Scholes option valuation methodology.

The assumptions used for the options valuation are as follows:

	Director and ESS options	Director and ESS options	Director and ESS options
Underlyingvalue of the security	$0.024	$0.024
Exerciseprice	$0.035	$0.06	$0.10
Valuation date	20/07/20	20/07/20	20/07/20
Vestingdate	29/07/20	29/07/20	29/07/20
Expirydate	29/07/24	29/07/24	29/07/24
Risk free rate	0.4%	0.4%	0.4%
Volatility	120%	120%	120%
Life of Options inyears	4.03	4.03	4.03
Number of Options	18,050,000	9,025,000	9,025,000
Valuationper Option	$0.018	$0.016	$0.014
Amount expensed duringthe halfyear	$331,834	$144,528	$128,230

There are no vesting conditions associated with above options.

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Marvel Gold Limited 31 December 2020

Notes to the condensed consolidated financial statements

12. Related party transaction

During the half year ended 31 December 2020 the Company’s Directors were issued 25,800,000 options. Refer to note 11 for the terms and valuation of these options.

13. Events since the end of the half-year

Subsequent to year end:

• On the 8 January 2021 the Company made a payment of $150,000 under the Oklo Resources Limited joint venture which completed the Company’s earn in to 80% of the south Mali gold projects including Sirakourou, Solabougouda, Kolondieba and Yanfolila.

• On the 11 February 2021 the Company changed its auditors, subject to the ratification by the Company’s shareholders from PricewaterhouseCoopers to BDO Audit (WA) Pty Ltd.

• The Company made a payment of US$150,000 to Altus Strategies plc in order to progress into stage 3 of the joint venture. At the completion of stage 3, the Company can earn up to 70% ownership in the Tabakorole license.

There are no other matters or circumstances have arisen since the end of the half-year year that significantly affect or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

14. Contingent liabilities

The Group had the following contingent liabilities as at 31 December 2020. As part of the Company’s joint venture with Oklo Resources Limited ( Oklo ) the Company has two deferred consideration milestones which are:

• The Company will issue 10,000,000 Marvel shares to Oklo within 5 business days of Marvel announcing:

• a JORC 2012 Mineral Resource at the Yanfolila or Kolondieba projects of any resource category of not less than 500,000 oz of gold or gold equivalent at a minimum grade of 1 g/t; or

• • a JORC 2012 Mineral Resource at the Sirakourou, Solabougouda and Solabougouda South licences (now part of the Tabakorole project) of any resource category of not less than 350,000 oz of gold or gold equivalent at a minimum grade of 1 g/t.The Company will issue 10,000,000 Marvel shares to Oklo within 5 business days of Marvel announcing:

• a JORC 2012 Mineral Resource at the Yanfolila and Kolondieba projects of any resource category of not less than 1,000,000 oz of gold or gold equivalent at a minimum grade of 1 g/t; or

• a JORC 2012 Mineral Resource at the Sirakourou, Solabougouda and Solabougouda South (now part of the Tabakorole project) licences of any resource category of not less than 700,000 oz of gold or gold equivalent estimated at a minimum grade of 1 g/t.

15. Operating segments

Management has determined the operating segments based on the reports reviewed by the chief operating decision maker. The Group has two operating segments with the main operating segment being exploration for gold in Mali and the secondary segment being the realisation of value from the companies Graphite project in Tanzania.

In respect of the exploration operating segment, geographically the Company’s primary focus is exploration in Mali and secondary focus on Tanzania.

Segment loss	Exploration and evaluation Tanzania($)	Exploration and evaluation Mali($)	Unallocated ($)	Total ($)
31 December 2020	210,467	2,688,859	438,332	3,337,658
31 December 2019	724,191	-	4,264,243	4,988,434
Assets	Exploration and evaluation Tanzania($)	Exploration and evaluation Mali($)	Unallocated ($)	Total ($)
31 December 2020	5,012,717	1,080,834	5,894,073	11,987,624
30 June 2020	5,097,768	-	418,837	5,516,605

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Marvel Gold Limited 31 December 2020

Notes to the condensed consolidated financial statements

14. Operating segments (cont.)

Liabilities	Exploration and evaluation Tanzania($)	Exploration and evaluation Mali($)	Unallocated ($)	Total ($)
31 December 2020	(1,136)	(7,421,045)	(598,349)	(8,019,394)
30 June 2020	(27,466)	-	(9,465,080)	(9,492,546)

During the half-year, the Company acquired the Mali exploration segment, therefore there is a new segment from the last annual report.

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Marvel Gold Limited 31 December 2020

Directors declaration

In accordance with a resolution of the Directors of Marvel Gold Limited (the Directors ), I state that:

In the opinion of the Directors:

• (a) The financial statements and notes of the consolidated entity are in accordance with the Corporations Act 2001 and:

• (i) give a true and fair view of the financial position as at 31 December 2020 and the performance for the half-year ended on that date of the consolidated entity

• (ii) comply with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001

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

Signed in accordance with a resolution of the Directors made pursuant to Section 303(5) of the Corporations Act 2001 .

On behalf of the Board

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Stephen Dennis Chairman PERTH On this 12[th] March 2021

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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

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Marvel Gold Limited

Report on the Half-Year Financial Report

Conclusion

We have reviewed the half-year financial report of Marvel Gold Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2020, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the halfyear ended on that date, a summary of statement of 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 accompanying half-year financial report of the Group does not comply with the Corporations Act 2001 including:

• (i) Giving a true and fair view of the Group’s financial position as at 31 December 2020 and of its financial performance for the half-year ended on that date; and

• (ii) Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

Basis for conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review 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 (including Independence Standards) (the Code) that are relevant to the audit of the annual 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 the same terms if given to the directors as at the time of this auditor’s review report.

Material uncertainty relating to going concern

We draw attention to Note 2 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 Group’s ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. Our conclusion is not modified in respect of this matter.

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.

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Responsibility of the directors for the financial report

The directors of the Company are responsible for the preparation of the half-year 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 half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor’s responsibility for the review of the financial report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2020 and its financial performance for the half-year ended on that date and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

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.

BDO Audit (WA) Pty Ltd

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Dean Just

Director

Perth,12 March 2021

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