ABN 82 154 516 533

Annual Report - 30 June 2021

Perpetual Resources Limited Corporate directory 30 June 2021

Directors	Mr Julian BabarczyMr Robert BenussiMr George KarafotiasBrett Grosvenor (Appointed 10 September 2020)
Company secretary	Mr George Karafotias
Registered office	223 Liverpool StreetDarlinghurstNSW 2010
Share register	Computershare Investor Services Pty LimitedYarra Falls452 Johnson StreetAbbotsford VIC 3067Phone: 1300 309 739
Auditor	William BuckLevel 20, 181 William StreetMelbourne VIC 3000
Solicitors	Steinepreis Paganin Lawyers & ConsultantsLevel 4, The Read Building16Milligan StreetPerth WA 6000
Bankers	Commonwealth Banking Corporation Limited499 St Kilda RoadMelbourne VIC 3004
Stock exchange listing	Perpetual Resources Limited securities are listed on the Australian SecuritiesExchange (ASX code: PEC)
Corporate Governance Statement	The Corporate Governance Statement has been released to ASX on 20 August 2021and is available on the Company's website athttps://perpetualresourceslimited.com.au/corporate-governance/
Website	www.perpetualresourceslimited.com.au

Perpetual Resources Limited Table of Contents 30 June 2021

Competent Person Statement	3
Chairman's Letter to shareholders	4
Directors' report	5
Auditor's independence declaration	13
Statement of profit or loss and other comprehensive income	14
Statement of financial position	15
Statement of changes in equity	16
Statement of cash flows	17
Notes to the financial statements	18
Directors' declaration	31
Independent auditor's report to the members of Perpetual Resources Limited	32
Shareholder information	38

Perpetual Resources Limited Table of Contents 30 June 2021

Competent Person Statement

The information in this report that relates to the Exploration Results for the Beharra Project is based on information compiled and fairly represented by Mr Colin Ross Hastings, who is a Member of the Australian Institute of Mining & Metallurgy and consultant to Perpetual Resources Ltd. Mr Hastings is also a shareholder of Perpetual Resources Ltd. Mr Hastings has sufficient experience relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he has undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Hastings consents to the inclusion in this report of the matters based on this information in the form and context in which it appears.

The information in this report that relates to the Exploration information for the Beharra Project is based on information compiled and fairly represented by Mr John Doepel, who is a Member of the Australian Institute of Mining and Metallurgy and consultant to Perpetual Resources Limited. Mr Doepel has sufficient experience relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he has undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Doepel consents to the inclusion in this report of the matters based on this information in the form and context in which it appears.

The information in this report that relates to Exploration Targets and Mineral Resources is based on information compiled by Ms Elizabeth Haren and Dr Andrew Scogings. Ms Haren is Associate Principal Consultant at Snowden Group Mining Industry Consultants, a Competent Person who is a Member and Chartered Professional of the Australasian Institute of Mining and Metallurgy and a Member of the Australian Institute of Geoscientists. Dr Scogings is Associate Executive Consultant at Snowden Group Mining Industry Consultants and a Member of the Australasian Institute of Mining and Metallurgy, a Member of the Australian Institute of Geoscientists and Registered Professional Geoscientist in the field of Industrial Minerals. Ms Haren and Dr Scogings have sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as Competent Persons as defined in the 2012 Edition of the Australasian Code for the Reporting of Exploration Results, Mineral Resources, and Ore Reserves. Ms Haren and Dr Scogings consent to the inclusion in the report of the matters based on their information in the form and context in which it appears.

Dear Shareholder,

The past year at Perpetual Resources Limited (Perpetual) has seen the Company deliver on its plans to rapidly progress the Beharra high grade silica sand project (Beharra), as well as position and capitalize the business for ongoing success. We have achieved a considerable number of value adding milestones and it is equally pleasing to see that the share market has rewarded this effort with a significant increase in our market capitalization and share price.

I sincerely thank all our hard-working employees and consultants, each of which has played an important role in the success we have achieved. We are grateful for the quality of people we have been able to attract to Perpetual, which is driven partly by the culture of accountability and success that we actively foster, as well as the inherent quality of the Beharra project.

In terms of achievements and activity, it has been a frenetic year. Perpetual completed multiple air-core drilling programs to allow a deeper and richer understanding of the quality of the Beharra orebody. We completed numerous rounds of detailed metallurgical testing, which demonstrated the high quality of the Beharra end product and which suggests, in our view, that Beharra has by far the lowest known impurity profile of any high grade silica sand project in the whole of the Mid-West region of Western Australia.

In addition to this important metallurgical work, we confirmed our first Mineral Resource Estimate at Beharra, which was also further upgraded during the year on the back of additional drilling. The geological certainty of the Beharra orebody was further enhanced when we announced our Maiden Ore Reserve Estimate, which is a pivotal milestone for Perpetual and which gives much increased certainty as to the economic potential of the exciting Beharra project.

All this work underpinned the delivery of our Pre-Feasibility Study for Beharra (Beharra PFS), which demonstrated a compelling project on all financial metrics. We set out a few years ago to find and develop a low capital, high margin and high returning project, and we firmly believe that the Beharra PFS demonstrates all those key attributes and sets Perpetual up for future success.

Lastly, we commenced engagement with potential end users of the Beharra high grade silica sand end product, signing multiple MOU's for offtake with a range of end users and commodity trading groups. We have been genuinely surprised at the scale of interest in the Beharra end product and with each day that passes we become increasingly confident that we have chosen a commodity market (high grade silica sand) that is in structural undersupply and which should provide strong tailwinds to our efforts to convert Beharra into a high quality, long life, cash generative mining project in the coming years.

With Beharra now on a firm process through to likely eventual production, we intend to broaden our focus to include some of our additional project areas, upon which we have done only limited exploration work to date. We believe that the Mid-West region of Western Australia presents the potential to become a globally significant high-grade silica sand export province and Perpetual is working hard to become the leading proponent in this burgeoning industry.

All this great work has been possible due to our loyal and supportive shareholder base, which has grown over the past year to include larger institutional holders who share our medium and long term vision regarding the immense value we see in both the Beharra project and the regional Asia Pacific silica sand industry in general.

We look forward with great optimism to the coming year and to the host of project enhancing activities which we have planned.

Kind Regards

Julian Babarczy Executive Chairman 20 August 2021

Perpetual Resources Limited Directors' report 30 June 2021

The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Perpetual Resources Limited (referred to hereafter as 'Perpetual', the 'Company' or 'parent entity') and the entity it controlled at the end of, or during, the year ended 30 June 2021.

Directors

The following persons were directors of Perpetual Resources Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:

Mr Julian Babarczy (Executive Chairman)

Mr Robert Benussi (Managing Director)

Mr George Karafotias (Non-executive Director and Company Secretary)

Mr Brett Grosvenor (Non-executive Director appointed 10 September 2020)

Principal activities

During the financial year the principal continuing activities of the consolidated entity consisted of:

Silica sands exploration of the Beharra Silica Sands Project in Western Australia,
Silica sands exploration of the Sargon Construction Sands Project in Western Australia, and
Silica sands exploration of the Eneabba Project in Western Australia.

• Dividends

There were no dividends paid, recommended or declared during the current or previous financial year.

Review of operations

The loss for the consolidated entity after providing for income tax amounted to $716,810 (30 June 2020: $640,698).

Financial Position

The net assets of the consolidated entity increased by $3,951,001 to $9,014,170 (30 June 2020: $5,063,169).

The consolidated entity's working capital, being current assets less current liabilities was $3,177,614 at 30 June 2021 (2020: $1,011,148). During the year the consolidated entity had a negative cash flow from operating activities of $614,998 and $1,115,024 from exploration and evaluation activities (2020: negative $409,492 from operating activities and negative $388,659 from exploration and evaluation activities). All options in Clearvue Technologies Limited (CPV) were exercised and the entire holding was disposed with a gain of $145,749 (2020: nil).

During the financial year, operating expenses increased following an increase in activity. Administrative and corporate expenses were $862,559 (2020: $541,143).

Beharra Silica Sands Project

The Beharra Silica Sands Project is located 300km north of Perth and is 98km south of the port town of Geraldton in Western Australia. Access to the Project from Geraldton (to the North) and Perth (to the South) is via the sealed Brand Highway, with the Mt Adams unsealed road providing access to the centre of the tenure.

The Beharra Silica Sands Project comprises a single exploration licence application, E70/5221, covering effective land area of 56.8km2. Silica sands have an extensive range of uses including lower purity applications such as construction sand, proppant sand used in well fracturing as well as foundry sand. With increasing purity (>99.5% SiO2) uses includes glass making applications such as float and plate glass, container glass and glass coverings for PV-sola cell applications. Uses for purity >99.8% includes semiconductor fillers, LCD screens and optical glass.

During the year, the consolidated entity completed 2 drilling campaigns and a Pre-feasibility study (PFS) on the Beharra Silica Sands Project (17 March 2021). The PFS derived a Post-tax NPV of $236 million based on 1.5 million tonne production per annum.

The mining lease application was approved by the Department of Mines, Industry Regulation and Safety in June 2021 and the consolidated entity plans to further progress studies on the Beharra project in financial year 2022.

Sargon Construction Sands Project

Sargon Construction Sands Project is about 40km south of Port Geraldton and covers an area of 48km2. Sargon Construction Sands Project comprises of Sargon tenement (E70/5227) and Sargon North tenement (E70/5376).

Eneabba Project

Eneabba Project is located directly north of the town of Eneabba and covers an area of 51km2. Eneabba Project comprises of Eneabba tenement (E70/5220) and Eneabba North tenement (E70/5250).

Significant changes in the state of affairs

There were no significant changes in the state of affairs of the consolidated entity during the financial year.

Matters subsequent to the end of the financial year

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

As announced by the consolidated entity on 6 July 2021, the consolidated entity acquired an option over Arrowsmith West tenement E70/5798. Total consideration is $100,000 in PEC equity. The tenement is 3.2km west and immediately south of consolidated entity's flagship Beharra Mining Lease and is traversed by the sealed Brand Highway and the Geraldton-Eneabba railway line.

15,400,000 of Directors and Management Performance Shares are vested and issued on 3 August 2021.

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

Likely developments and expected results of operations

The likely developments in the consolidated entity's operations in future years and the expected result from those operations are dependent on exploration success in the various exploration areas in which the consolidated entity currently holds an interest. The ability of the consolidated entity to fund the ongoing operations also remains a key dependency.

Environmental regulation

The consolidated entity holds participating interests in a number of exploration tenements. The various authorities granting such tenements require the tenement holder to comply with the terms of the grant of the tenement and all directions given to it under those terms of the tenement. To the best of the Directors' knowledge, the consolidated entity has adequate systems in place to ensure compliance with the requirements of all environmental legislation described above and are not aware of any breach of those requirements during the financial year and up to the date of the Directors' report.

Mr Julian Babarczy
Executive Chairman (appointed Executive Chairman on 9 April 2020)
CFA, Graduate Diploma in Applied Finance
Mr Babarczy is a successful and experienced finance industry professional, havingworked at Regal Funds Management for many years as a Portfolio Manager for theRegal Emerging Companies Strategy. Mr Babarczy has extensive experience investingacross all areas of the financial markets, with a particular focus on natural resourceinvestments.
Ioneer Limited (ASX: INR) (Appointed 1 June 2020)IXUP Limited (ASX:IXU) (Appointed 10 November 2020)
Former directorships (last 3 years):* None
None
24,732,995 fully paid ordinary shares (via related entities)10,266,667

Perpetual Resources Limited Directors' report 30 June 2021

Name:	Mr Robert Benussi
Title:	Managing Director
Qualifications:	MIPA
Experience and expertise:	Mr Benussi has extensive experience as a mining executive, finance, corporateadvisory and business development.
Other current directorships: ^	None
	Former directorships (last 3 years):* Silver Heritage Group Limited (ASX: SVH) (resigned 25 October 2018)Tawana Resources Limited (ASX: TAW) (resigned December 2018)
Special responsibilities:	None
Interests in shares:	25,050,000 fully paid ordinary shares (via related entities)
Interests in performance shares:	7,333,333
Name:	Mr George Karafotias
Title:	Non-executive Director & Company Secretary
Qualifications:	B.Comm
Experience and expertise:	Mr Karafotias is an accountant holding a Bachelor of Commerce degree from theUniversity of Adelaide. He also provides corporate advisory services to listed andunlisted companies, focusing on restructuring and refinancing.
Other current directorships: ^	Wellnex Life Limited (ASX:WNX) (Appointed 9 November 2020)
Former directorships (last 3 years):* None
Special responsibilities:	None
Interests in shares:	4,790,000 fully paid ordinary shares
Interests in performance shares:	4,400,000
Name:	Mr Brett Grosvenor (appointed 10 September 2020)
Title:	Non-executive Director
Qualifications:	B Eng. MBA
Experience and expertise:	Mr Grosvenor is an experienced Senior Manager with experience in the developmentof projects from an initial concept through to contract delivery and operation.
Other current directorships: ^	None
Former directorships (last 3years):*	Primero Group Limited (ASX:PGX) (delisted 26 February 2021)
Special responsibilities:	None
Interests in shares:	Nil fully paid ordinary shares
Interests in performance shares:	4,400,000

^'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

*'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

Meetings of directors

The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2021, and the number of meetings attended by each director were:

	Full Board		Remuneration & NominationCommittee			Audit, Risk & ComplianceCommittee
	Attended	Held	Member	Attended	Held	Member	Attended	Held
Mr Julian Babarczy	7	7	Yes	1	1	No	n/a	n/a
Mr Robert Benussi	7	7	No	n/a	n/a	Yes	2	2
Mr George Karafotias	7	7	Yes	1	1	Yes	2	2
Mr Brett Grosvenor	6	6	Yes	1	1	Yes	2	2

Held: represents the number of meetings held during the time the director held office.

Perpetual Resources Limited Directors' report 30 June 2021

Remuneration report (audited)

The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors.

The remuneration report is set out under the following main headings:

Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Relationship between remuneration policy and Company performance
Additional disclosures relating to key management personnel

Principles used to determine the nature and amount of remuneration

The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices:

competitiveness and reasonableness
acceptability to shareholders

The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should seek to enhance shareholders' interests by:

achievement of exploration program milestones
focuses on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value
attracts and retains high calibre executives

Additionally, the reward framework should seek to enhance executives' interests by:

rewards capability and experience
reflects competitive reward for contribution to growth in shareholder wealth
provides a clear structure for earning rewards

Non-executive directors remuneration

Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors' fees and payments are reviewed annually by the Board.

ASX listing rules require the aggregate non-executive directors remuneration be determined periodically by a general meeting. Shareholders approved the maximum amount to be paid to Non-executive Directors to be $150,000, at the Annual General Meeting of shareholders held on 16 November 2018.

Voting and comments made at the Company's 2020 Annual General Meeting ('AGM')

At the 2020 AGM, 100% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2020. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.

Details of remuneration

Amounts of remuneration

Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.

		Short-term benefits		Postemploymentbenefits	Long-termbenefits		Share-basedpayments
	Cashsalary &fees	Cashbonus	Nonmonetary	Superannuation	Longserviceleave	Equitysettled	Performanceshares	Total
2021	$	$	$	$	$	$	$	$
Executive Directors:
Mr Julian Babarczy	180,833		-	-	--		--	180,833
Mr Robert BenussiNon-executive Directors:	175,000		-	-	--		--	175,000
Mr George Karafotias	39,600		-	-	--		--	39,600
Mr Brett Grosvenor*	32,331		-	-	--		-105,600	137,931
	427,764		-	-	--		-105,600	533,364

*At the Company's AGM on 30 November 2020, shareholders approved 5 classes of Director's Performance Shares valued at $105,600 to Mr Brett Grosvenor

	Short-term benefits			Postemploymentbenefits	Long-termbenefits	Share-basedpayments
	Cashsalary &fees	Cashbonus	Nonmonetary	Superannuation	Longserviceleave	Equitysettled	Performanceshares	Total
2020	$	$	$	$	$	$	$	$
Executive Directors:Mr Julian Babarczy	67,497		-	-	--	-	123,200	190,697
Mr Robert BenussiMr George Karafotias	99,85039,600		--	--	----	90,000-	88,00052,800	277,85092,400
	206,947		-	-	--	90,000	264,000	560,947

Service agreements

Name:	Julian Babarczy
Title:	Executive Chairman
	Term of agreement: Agreement begins 1 March 2021 and ends 31 December 2021 and can be extended by mutualagreement between the executive and the consolidated entity
Details:	Annual remuneration of $250,000 including superannuation. 3 month notice period and 3 monthtermination payment. Prior to this agreement, Mr Babarczy's annual remuneration was $150,000.
Name:	Robert Benussi
Title:	Managing Director
	Term of agreement: Agreement begins 1 March 2021 and ends 31 December 2021 and can be extended by mutualagreement between the executive and the consolidated entity
Details:	Annual remuneration of $225,000 including superannuation. 3 month notice period and 3 monthtermination payment. Prior to this agreement, Mr Benussi's annual remuneration was $150,000.

Perpetual Resources Limited Directors' report 30 June 2021

Share-based compensation

Issue of shares

There were no ordinary shares issued to directors and other key management personnel as part of compensation during the year.

Options

There were no options over ordinary shares issued to directors and other key management personnel as part of compensation that were outstanding as at 30 June 2021 and none were held during the year.

Performance Shares

Shareholders approved the issue of 22,000,000 Performance Shares to directors on 26 May 2020. The Performance Shares were issued in 4 classes (Class A, B, C & D) of 5,500,000 Performance Shares per class. The details of the Performance Shares are below:

Class A 5,500,000 Class A Performance Shares will vest and convert Company announcing a JORC Inferred Resource of at least 50mt of white sands (minimum 99%SiO2) at Beharra, independently verified by industry expert.
Class B 5,500,000 Class B Performance Shares will vest and convert on the Board successfully completing a formal study on the Beharra Project at either a Scoping Study or Pre-Feasibility Study level or higher (the "Study"). The Study must have an assessed internal rate of return (IRR) of at least 12% for the Class B Shares to vest.
Class C 5,500,000 Class C Performance Shares will vest and convert on the Company receiving a Mining License approval on any project within the Company's current or future portfolio.
Class D 5,500,000 Class D Performance Shares will vest and convert on first trial shipment of silica sand from any project within the Company's current or future portfolio.

The value of the Performance Shares is effectively equal to the share price at approval date (EGM 26 May 2020, $0.024). The directors have determined the probability of meeting the conditions of Performance Shares is 50% for each class.

The Performance Shares are considered to be non-vesting as directors will still be entitled to the Performance Shares within a year of resignation. When condition is met after one year of resignation by current directors and before expiry date of the Performance Shares, the then board will make a decision on whether the resigned director(s) should be entitled to the Performance Shares. As a result of no-service condition of the Performance Shares, the entire fair value of $264,000 was brought to account in year ended 30 June 2020.

Shareholders approved the issue of 4,400,000 Performance Shares to Mr Brett Grosvenor at the Company's AGM on 30 November 2020. The Performance Shares are issued in 5 Classes (Class A, B, C, D & E). The details of the Performance Shares are below:

Class A 880,000 Performance Shares will vest and convert on the completion of a trial shipment.
Class B 880,000 Performance Shares will vest and convert on the Board successfully completing a formal study on the Beharra Project at either a Scoping Study or Pre-Feasibility Study level or higher (the "Study"). The Study must have an assessed internal rate of return (IRR) of at least 12% for the Class B Shares to vest.
Class C 880,000 Performance Shares will vest and convert on the Company receiving a Mining License approval on any project within the Company's current or future portfolio.
Class D 880,000 Performance Shares will vest and convert on the delivery of a successful BFS or the commencement of Site works.
Class E 880,000 Performance Shares will vest and convert on first trial shipment of beneficiated High Purity Silica sand to an offtake partner.

The value of the Performance Shares is effectively equal to the share price at approval date (AGM 30 November 2020, $0.048). The directors have determined the probability of meeting the conditions of Performance Shares is 50% for each class.

The Performance Shares are considered to be non-vesting as directors will still be entitled to the Performance Shares within a year of resignation. When condition is met after one year of resignation by current directors and before expiry date of the Performance Shares, the then board will make a decision on whether the resigned director(s) should be entitled to the Performance Shares. As a result of no-service condition of the Performance Shares, the entire fair value of $105,600 is brought to account in year ended 30 June 2021.

		Performance
Name	Issue Date	Shares	Expiry Date	$
Mr Julian Babarczy	26/05/2020	10,266,667	26/05/2022	123,200
Mr Robert Benussi	26/05/2020	7,333,333	26/05/2022	88,000
Mr George Karafotias	26/05/2020	4,400,000	26/05/2022	52,800
Mr Brett Grosvenor	30/11/2020	4,400,000	30/11/2022	105,600

Relationship between remuneration policy and company performance

The tables below set out summary information about the Company's earnings and movements in shareholder wealth and key management remuneration for the five years to 30 June 2021.

The earnings of the consolidated entity for the five years to 30 June 2021 are summarised below:

	2021	2020	2019	2018	2017
	$	$	$	$	$
Loss before income tax expense	(716,810)	(640,698)	(183,780)	(1,310,010)	(154,999)
Loss after income tax expense	(716,810)	(640,698)	(183,780)	(1,310,010)	(154,999)
Total Key Management Personnel Remuneration	533,364	560,947	119,196	227,233	-

Additional disclosures relating to key management personnel

Shareholding

The number of shares in the Company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

	Balance atthe start ofthe year	Received aspart ofremuneration	Balance atthe date ofappointment	Additions	Disposals /other	Balance at theend of the year
Ordinary shares
Mr George Karafotias	4,790,000	-	-	-	-	4,790,000
Mr Julian Babarczy	21,433,295	-	-	3,299,700	-	24,732,995
Mr Robert Benussi	23,933,334	-	-	1,116,666	-	25,050,000
Mr Brett Grosvenor	-	-	-	-	-	-
	50,156,629	-	-	4,416,366	-	54,572,995

This concludes the remuneration report, which has been audited.

Shares under option

There are 10,000,000 ordinary shares of Perpetual Resources Limited under option at the date of this report.

Performance Shares

Unissued ordinary shares of Perpetual Resources Limited subject to performance conditions at the date of this report are as follows:

Date of issue	Expiry Date	Exerciseprice	Number onissue
26/05/2020	26/05/2022	-	22,000,000
30/11/2020	30/11/2022	-	8,800,000

Shares issued on the exercise of options

There were 2,500,000 ordinary shares of Perpetual Resources Limited issued on the exercise of options during the year ended 30 June 2021.

Indemnity and insurance of officers

The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.

During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

Indemnity and insurance of auditor

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

Proceedings on behalf of the Company

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

Non-audit services

There were no non-audit services provided during the financial year by the auditor.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

Auditor

William Buck continues in office in accordance with section 327 of the Corporations Act 2001.

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

On behalf of the directors

___________________________

Julian Babarczy Executive Chairman

20 August 2021

AUDITOR'S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF PERPETUAL RESOURCES LIMITED

I declare that, to the best of my knowledge and belief during the year ended 30 June 2021 there have been:

— no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
— no contraventions of any applicable code of professional conduct in relation to the audit.

William Buck Audit (VIC) Pty Ltd ABN 59 116 151 136

A. A. Finnis Director

Melbourne, 20 August 2021

Perpetual Resources Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2021

		Consolidated
	Note	2021$	2020$
Revenue
Investment income		145,749	-
Sundry income		-	10,000
Expenses
Administrative and corporate expenses		(862,559)	(541,143)
Loss on fair value of investments		-	(109,555)
Loss before income tax expense		(716,810)	(640,698)
Income tax expense		-	-
Loss after income tax expense for the year attributable to the owners of PerpetualResources Limited		(716,810)	(640,698)
Other comprehensive income for the year, net of tax		-	-
Total comprehensive income for the year attributable to the owners of PerpetualResources Limited		(716,810)	(640,698)
		Cents	Cents
Basic loss per share	19	(0.16)	(0.20)
Diluted loss per share	19	(0.16)	(0.20)

Perpetual Resources Limited Statement of financial position As at 30 June 2021

	Consolidated
	Note	2021	2020
		$	$
Assets
Current assets
Cash and cash equivalents		3,417,884	1,089,089
Trade and other receivables		66,102	70,979
Financial assets at fair value through profit or loss		-	37,290
Total current assets		3,483,986	1,197,358
Non-current assets
Exploration and evaluation	6	5,836,556	4,052,021
Total non-current assets		5,836,556	4,052,021
Total assets		9,320,542	5,249,379
Liabilities
Current liabilities
Trade and other payables	7	306,372	186,210
Total current liabilities		306,372	186,210
Total liabilities		306,372	186,210
Net assets		9,014,170	5,063,169

Equity
Issued capital	8	14,961,862	11,055,345
Reserves	9	522,567	2,061,273
Accumulated losses		(6,470,259)	(8,053,449)
Total equity		9,014,170	5,063,169

Perpetual Resources Limited Statement of Changes in Equity As at 30 June 2021

Consolidated	Issuedcapital$	Performanceshares reserve$	Optionreserve$	Accumulatedlosses$	Totalequity$
Balance at 1 July 2019	9,572,399	246,727	-	(7,412,751)	2,406,375
Loss after income tax expense for the yearOther comprehensive income for the year, net of tax	--	--	--	(640,698)-	(640,698)-
Total comprehensive income for the year	-	-	-	(640,698)	(640,698)
Transactions with owners in their capacity as owners:Issue of options to company adviser	-	-	20,000	-	20,000
Issue of director's performance shares	-	264,000	-	-	264,000
Issue of performance shares to purchase tenements	-	1,530,546	-	-	1,530,546
Issue of shares to acquire exploration tenementIssue of shares in lieu of payment for directors and	19,960	-	-	-	19,960
professional fees	90,000	-	-	-	90,000
Issue of shares for conversion of options	650,000	-	-	-	650,000
Issue of shares for share placement	553,516	-	-	-	553,516
Issue of shares for share placement by directors	220,000	-	-	-	220,000
Cost of capital raising	(50,530)	-	-	-	(50,530)
Balance at 30 June 2020	11,055,345	2,041,273	20,000	(8,053,449)	5,063,169
Balance at 1 July 2020	11,055,345	2,041,273	20,000	(8,053,449)	5,063,169
Loss after income tax expense for the year	-	-	-	(716,810)	(716,810)
Other comprehensive income for the year, net of tax	-	-	-	-	-
Total comprehensive income for the year	-	-	-	(716,810)	(716,810)
Transactions with owners in their capacity as owners:
Issue of options	-	-	70,599	-	70,599
Issue of shares for conversion of options	70,000	-	(20,000)	-	50,000
Issue of performance sharesVesting of performance shares	--	187,968522,727	--	--	187,968522,727
Expiry of performance shares	-	(2,300,000)	-	2,300,000	-
Issue of shares for share placement	3,975,000	-	-	-	3,975,000
Issue of shares to promoters	80,000	-	-	-	80,000
Cost of capital raising	(218,483)	-	-	-	(218,483)
Balance at 30 June 2021	14,961,862	451,968	70,599	(6,470,259)	9,014,170

Perpetual Resources Limited Statement of cash flows For the year ended 30 June 2021

		Consolidated
	Note	2021$	2020$
Cash flows from operating activities
Other receipts		-	10,000
Payments to suppliers and employees (inclusive of GST)		(614,998)	(419,492)
Net cash used in operating activities	18	(614,998)	(409,492)
Cash flows from investing activities
Proceeds from disposal of investment		183,039	-
Payments for exploration and evaluation	6	(1,115,024)	(388,659)
Net cash used in investing activities		(931,985)	(388,659)

Cash flows from financing activities
Proceeds from share placement	8	3,975,000	773,515
Proceeds from conversion of options	8	50,000	650,000
Share issue transaction costs for prior period	8	(149,222)	(30,530)
Net cash from financing activities		3,875,778	1,392,985

Net increase in cash and cash equivalents		2,328,795	594,834
Cash and cash equivalents at the beginning of the financial year		1,089,089	494,255
Cash and cash equivalents at the end of the financial year		3,417,884	1,089,089

Note 1. General information

The financial statements cover Perpetual Resources Limited as a consolidated entity consisting of Perpetual Resources Limited and the entity it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Perpetual Resources Limited and its subsidiary's functional and presentation currency.

Perpetual Resources Limited is a for profit entity, listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Perpetual Resources Limited 223 Liverpool Street Darlinghurst, NSW 2010

A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 20 August 2021. The directors have the power to amend and reissue the financial statements.

Note 2. Significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

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 and prior reporting periods.

New or amended Accounting Standards or Interpretations that are material to the consolidated entity but not yet mandatory have not been early adopted and are discussed below.

Conceptual Framework for Financial Reporting (Conceptual Framework)

The company has adopted the revised Conceptual Framework from 1 July 2021. The Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting Standards, but it will not have a material impact on the company's financial statements.

New Accounting Standards and Interpretations not yet mandatory or early adopted

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 2021.

Basis of preparation

These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').

Historical cost convention

The financial statements have been prepared under the historical cost convention applying the going concern basis of accounting, except for financial assets at fair value through profit or loss.

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 consolidated entity'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.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 15.

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Perpetual Resources Limited ('Company' or 'parent entity') as at 30 June 2021 and the results of all subsidiaries for the year then ended. Perpetual Resources Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.

Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.

Operating segments

Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Investments and non-financial assets

Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless, an accounting mismatch is being avoided.

Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it's carrying value is written off.

Financial assets at fair value through profit or loss

Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.

Fair value measurement

Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.

For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.

Issued capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Share-based payments

Equity-settled and cash-settled share-based compensation benefits are provided to executives & employees.

Equity-settled transactions are awards of shares, or options over shares that are provided to executives and employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.

All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability

Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the Company, executives or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Company, executives or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

Performance Shares Reserve

Performance Shares are recorded in the financial statements based on the probability of the performance conditions being achieved during the relevant financial period. Once the performance criteria have been achieved, the amount recorded is transferred to issued capital.

Loss per share

Basic loss per share

Basic loss per share is calculated by dividing the profit attributable to the owners of Perpetual Resources Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted loss per share

Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Exploration and evaluation assets

Exploration and evaluation expenditure incurred by or on behalf of the Company is accumulated separately for each area of interest. Such expenditure comprises direct and indirect costs but does not include general overheads or administrative expenditure not having a specific nexus with a particular area of interest. Exploration expenditure for each area of interest is carried forward as an asset provided the rights to tenure of the area of interest are current and one of the following conditions is met:

(i) The exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and

(ii) Exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration is written off when it fails to meet at least one of the conditions outlined above or an area of interest is abandoned. Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. When facts and circumstances suggest that the carrying amount exceeds the recoverable amount the impairment loss will be measured and disclosed in accordance with AASB 6 Exploration for and Evaluation of Mineral Resources.

Goods and Services Tax ('GST') and other similar taxes

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

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

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

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

Note 3. Critical accounting judgements, estimates and assumptions

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.

Coronavirus (COVID-19) pandemic

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

Recovery of royalties

Royalties are not recognised in the financial results of the consolidated entity until such time as future probable income is identified and the relevant amount of royalties receivable are known. Given that the consolidated entity has yet to commence any mining operations, this amount cannot be reliably measured.

Exploration and evaluation costs

Exploration and evaluation costs have been capitalised on the basis that the consolidated entity will commence commercial production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral resources. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made.

During the financial year, the consolidated entity did not recognise any impairment of exploration and evaluation assets (2020: impairment of $0) following a review of the recoverable amount in future periods.

Financial assets at fair value through profit or loss

During the financial year, the consolidated entity exercised 1,500,000 options in in Clearvue Technologies Limited (ASX: CPV) and disposed the entire holding at market price and netting a cash gain of $145,749.

Options issued

The Company issued 5,000,000 options with a strike price of 4.5 cents expiring 31 October 2024 to agents as incentive of capital raising work.

The significant judgments made by the consolidated entity in recording these options used in the Black-Scholes option pricing model:

· A spot price of 4 cents as at 30 October 2020, as referable to the traded share price of the Company;
· A volatility of 50%;
· A risk-free rate of 0.5%;
· Fair value of the options issued is $70,599.

The Company issued a further 5,000,000 options with a strike price of 13 cents expiring 22 February 2023 to agents as incentive of capital raising work.

Performance Shares Reserve

The Company issued Performance Shares to the Vendors of the Beherra Sands project in 2019 financial year. The Performance Shares were issued in 3 classes being Class A, B and C. The performance obligations for both Class A and B Performance Shares were achieved in 2019 financial year and the value of these shares were recorded against issued capital. The Directors have previously assessed the probability of the Class C Performance Shares performance criteria being achieved as 100%. The value of the Performance Shares has been recorded in a Performance Shares Reserve in the previous financial years. However, Class C performance obligation was not met and the entire value of $2,300,000 was reversed against accumulated losses account.

At the Company's AGM on 30 November 2020, shareholders approved 5 classes of Director's Performance Shares valued at $105,600 which has been capitalised during the half period to 31 December 2020. It also approved 6 classes of Management's Performance Shares valued at $82,368 which $41,184 has been capitalised and $41,184 has been expensed during the year.

Note 4. Operating segments

Identification of reportable operating segments

The consolidated entity does not have any reportable operating segments as it solely operates in one segment, being the exploration of resources within the Oceania region. The internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM') in assessing performance and in determining allocation of resources are prepared on the consolidated entity as a whole.

Note 5. Income tax expense

Tax losses have not been brought to account as utilisation of these losses is not probable. Income tax losses can only be recovered by the Company deriving future assessable income, conditions for deductibility imposed by law being complied with and no charged in tax legislation adversely affecting the realisation of the benefit from the deductions. Therefore, carry forward losses may not be available to offset future assessable income.

As at 30 June 2021 the consolidated entity had accumulated losses of $6,470,259 (2020: $8,053,449), as set out in the statement of financial position that may be applied in its calculation of carry-forward tax losses that may be potentially be offset against future assessable income. It is noted that not all amounts in accumulated losses would be included in carryforward tax losses which may or may not be available to offset against assessable income which may arise in the future.

Note 6. Non-current assets - exploration and evaluation

	Consolidated
	2021$	2020$
Exploration and evaluation – Beharra, Sargon & Eneabba Projects	5,836,556	4,052,021

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Consolidated	Beharra HighPurity SilicaProject$	SargonConstructionSand Project$	EneabbaProject$	Total$

Balance at 30 June 2019	1,848,855	-	-	1,848,855
Issue of shares to acquire the assets	-	9,980	9,980	19,960
Vesting of performance shares to acquire the assets	1,794,546	-	-	1,794,546
Payment for tenements	-	792	13,173	13,964
Expenditure during the year	367,800	4,312	2,583	374,695
Balance at 30 June 2020	4,011,201	15,084	25,736	4,052,021
Vesting of performance shares	669,511	-	-	669,511
Expenditure during the year	1,115,024	-	-	1,115,024
Balance at 30 June 2021	5,795,736	15,084	25,736	5,836,556

Note 7. Current liabilities - trade and other payables

	Consolidated
	2021$	2020$
Trade payables	237,494	119,832
Other payables	68,878	66,378
	306,372	186,210

Refer to note 10 for further information on financial instruments.

Note 8. Equity - issued capital

		2021	2020	Consolidated2021	2020
		Shares	Shares	$	$
Ordinary shares - fully paid		476,528,403	398,653,403	14,961,862	11,055,345
Details	Date	Shares		Issue price	$
Issue of shares following satisfaction of
performance criteria of performance sharesIssue of shares to purchase Eneabba and Sargon	8-Jul-19		60,000,000	$0.02	-
projects	8-Jul-19		665,333	$0.03	19,960
Issue of shares from conversion of options	8-Nov-19		8,750,000	$0.02	175,000
Issue of shares from conversion of options	21-Nov-19		625,000	$0.02	12,500
Issue of shares for share placement	8-Apr-20		36,901,009	$0.02	553,516
Issue of shares from conversion of optionsIssue of shares in lieu of directors and	27-May-20		7,750,000	$0.02	155,000
professional fees	28-May-20		6,000,000	$0.02	90,000
Issue of shares to placement by directors	28-May-20		14,666,667	$0.02	220,000
Issue of shares from conversion of options	5-Jun-20		15,375,000	$0.02	307,500
Capital raising cost	30-Jun-20		-	-	(50,530)
Balance	30-Jun-20		398,653,403		11,055,345
Details	Date	Shares		Issue price	$
Balance	1-Jul-20		398,653,403		11,055,345
Issue of shares for share placement	19-Oct-20		46,250,000	$0.04	1,850,000
Issue of shares to placement by directors	30-Nov-20		3,125,000	$0.04	125,000
Issue of shares from conversion of options	18-Jan-21		2,500,000	$0.02	50,000
Issue of shares for share placement	22-Feb-21		25,000,000	$0.08	2,000,000
Issue of shares to promoters	9-Apr-21		1,000,000	$0.08	80,000
Transfer of vesting charge from options reserve			-	-	20,000
Capital raising cost			-	-	(218,483)
Balance			476,528,403		14,961,862
Movements in ordinary share capital

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Capital risk management

The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. For the year ended 30 June 2021 this was focused on attracting sufficient funds, in order to fund appropriate levels of working capital necessary for ongoing operations. The consolidated entity has an ASX-imposed restriction of 15% of total share capital p.a. on the amount of share capital it can issue under a placement, which may be increased by a further 10% under a special resolution put to shareholders at its general meetings.

Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.

Note 9. Equity – Options and performance shares reserve

	Consolidated
	2021	2020
	$	$
Performance shares reserve	451,968	2,041,273

Expired Performance Shares

100,000,000 Class C Vendor Performance Shares did not meet performance criteria by expiry date (2 May 2021). The entire value of $2,300,000 was transferred to Accumulated Losses account.

Performance Shares

Class A 5,500,000 Class A Performance Shares will vest and convert Company announcing a JORC Inferred Resource of at least 50mt of white sands (minimum 99%SiO2) at Beharra, independently verified by industry expert.
Class B 5,500,000 Class B Performance Shares will vest and convert on the Board successfully completing a formal study on the Beharra Project at either a Scoping Study or Pre-Feasibility Study level or higher (the "Study"). The Study must have an assessed internal rate of return (IRR) of at least 12% for the Class B Shares to vest.
Class C 5,500,000 Class C Performance Shares will vest and convert on the Company receiving a Mining License approval on any project within the Company's current or future portfolio.
Class D 5,500,000 Class D Performance Shares will vest and convert on first trial shipment of silica sand from any project within the Company's current or future portfolio.

Class A 880,000 Performance Shares will vest and convert on the completion of a trial shipment.
Class B 880,000 Performance Shares will vest and convert on the Board successfully completing a formal study on the Beharra Project at either a Scoping Study or Pre-Feasibility Study level or higher (the "Study"). The Study must have an assessed internal rate of return (IRR) of at least 12% for the Class B Shares to vest.
Class C 880,000 Performance Shares will vest and convert on the Company receiving a Mining License approval on any project within the Company's current or future portfolio.
Class D 880,000 Performance Shares will vest and convert on the delivery of a successful BFS or the commencement of Site works.
Class E 880,000 Performance Shares will vest and convert on first trial shipment of beneficiated High Purity Silica sand to an offtake partner.

The Performance Shares are considered to be non-vesting as director will still be entitled to the Performance Shares within a year of resignation. When condition is met after one year of resignation by current director and before expiry date of the Performance Shares, the then board will make a decision on whether the resigned director(s) should be entitled to the Performance Shares. As a result of no-service condition of the Performance Shares, the entire fair value of $105,600 is brought to account in year ended 30 June 2021.

Shareholders approved the issue of 4,400,000 Performance Shares to Mr Wei Li at the Company's AGM on 30 November 2020. The Performance Shares are issued in 6 Classes (Class A, B, C, D, E & F). The details of the Performance Shares are below:

Class A 440,000 Performance Shares will vest and convert on the Company signing a memorandum of understanding or letter of intention for 250ktpa of silica sand.
Class B 440,000 Performance Shares will vest and convert on the Company signing a second memorandum of understanding or letter of intention for 250ktpa of silica sand.
Class C 880,000 Performance Shares will vest and convert on the Company completing a trial shipment of at least 50,000 m/tonnes at a breakeven price or better.
Class D 880,000 Performance Shares will vest and convert on the Board successfully completing a formal study on the Beharra Project at either a Scoping Study or Pre-Feasibility Study level or higher (the "Study"). The Study must have an assessed internal rate of return (IRR) of at least 12% for the Class D Shares to vest.
Class E 880,000 Performance Shares will vest and convert on the Company receiving a Mining License approval on any project within the Company's current or future portfolio.
Class F 880,000 Performance Shares will vest and convert on first trial shipment of beneficiated High Purity Silica sand to an offtake partner.

The Performance Shares are considered to be non-vesting as Mr Wei Li will still be entitled to the Performance Shares within a year of resignation. When condition is met after one year of resignation by Mr Wei Li and before expiry date of the Performance Shares, the then board will make a decision on whether Mr Wei Li should be entitled to the Performance Shares. As a result of no-service condition of the Performance Shares, the entire fair value of $82,368 is brought to account in year ended 30 June 2021.

		Consolidated
	2021$	2020$
Option reserve	70,599	20,000

Promoter's options

The Company issued 5,000,000 options with a strike price of 4.5 cents expiring 31 October 2024 to agents as incentive of capital raising work.

Note 10. Financial instruments

Financial risk management objectives

The consolidated entity's activities expose it to a variety of financial risks with the only significant risk it is exposed to being liquidity risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity.

Risk management is carried out by the Board of Directors ('the Board') who are responsible for monitoring and managing financial risk exposures.

Liquidity risk

Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash equivalents) to be able to pay debts as and when they become due and payable.

The consolidated entity manages liquidity risk by maintaining adequate cash reserves by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

Remaining contractual maturities

The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

Consolidated - 2021	Weightedaverageinterest rate%	1 year or less$	Between 1and 2 years$	Between 2and 5 years$	Over 5 years$	Remainingcontractualmaturities$
Non-derivativesNon-interest bearingTrade payables and other
payables	-	306,372	-	-	-	306,372
Total non-derivatives		306,372	-	-	-	306,372
Consolidated – 2020	Weightedaverageinterest rate%	1 year or less$	Between 1and 2 years$	Between 2and 5 years$	Over 5 years$	Remainingcontractualmaturities$
Non-derivativesNon-interest bearingTrade payables and other
payables	-	186,210	-	-	-	186,210
Total non-derivatives		186,210	-	-	-	186,210

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

Fair value of financial instruments

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.

Note 11. Fair value measurement

Fair value hierarchy

The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: Unobservable inputs for the asset or liability

Consolidated - 2021	Level 1$	Level 2$	Level 3$	Total$
Assets
Unquoted options*	-	-	-	-
Total assets*CPV options were exercised and entire holding of shares were sold at market price of $183,039.	-	-	-	-
	Level 1	Level 2	Level 3	Total
Consolidated - 2020	$	$	$	$
Assets
Unquoted options	37,290	-	-	37,290

There were no transfers between levels during the financial year.

Note 12. Key management personnel disclosures

Directors

The following persons were directors of Perpetual Resources Limited during the financial year:

Mr Julian Babarczy	Executive Chairman
Mr Robert Benussi	Managing Director
Mr George Karafotias	Non-executive Director and Company Secretary
Mr Brett Grosvenor	Non-executive Director (appointed 10 September 2020)

Compensation

		Consolidated
	2021$	2020$
Short-term employee benefits	427,764	206,947
Share-based payments	-	90,000
Performance share-based payments	105,600	264,000
	533,364	560,947

Note 13. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by William Buck, the auditor of the Company:

		Consolidated
	2021	2020
	$	$
Audit services - William Buck
Audit or review of the financial statements	27,500	26,500

Note 14. Related party transactions

Parent entity

Perpetual Resources Limited is the parent entity.

Subsidiaries Interests in subsidiaries are set out in note 16.

Key management personnel

Disclosures relating to key management personnel are set out in note 12 and the remuneration report included in the directors' report.

Other transactions with related parties of key management personnel

		Consolidated
	2021$	2020$
Issue of shares by placement to directors	125,000	220,000
Share based payments to directors in lieu of services	-	90,000

Receivable from and payable to related parties

There were no trade receivables from or trade payables to related parties at the current and previous reporting date.

Loans to/from related parties There were no loans to or from related parties at the current and previous reporting date.

Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates.

Note 15. Parent entity information

Set out below is the supplementary information about the parent entity.

Statement of profit or loss and other comprehensive income

	Parent2021$	2020
		$
Loss after income tax	(862,499)	(539,638)
Total comprehensive income/(loss)	(862,499)	(539,638)
Statement of financial position	Parent
	2021$	2020$
Total current assets	3,450,404	1,067,630
Total assets	10,311,001	6,385,527
Total current liabilities	(254,994)	(134,832)
Total liabilities	(254,994)	(134,832)
Equity
Issued capitalPerformance shares reserveOption reserveAccumulated losses	14,961,862451,96870,599(5,428,422)	11,055,3452,041,27320,000(6,865,923)
Total equity	10,056,007	6,250,695

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2021 (2020: Nil).

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2021 and 30 June 2020.

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2, except for the following:

Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment.

Note 16. Interests in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in accordance with the accounting policy described in note 2:

		Ownership interest
Name	Principal place of business /Country of incorporation	2021%	2020%
Neo Resources Limited	Australia	100%	100%

Note 17. Events after the reporting period

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

15,400,000 of Directors and Management Performance Shares are vested and issued on 3 August 2021.

Note 18. Reconciliation of loss after income tax to net cash used in operating activities

	Consolidated
	2021	2020
	$	$
Loss after income tax expense for the year	(716,810)	(640,698)
Adjustments for:
Professional fees settled in shares	121,184	90,000
Disposal of CVP options	(145,749)	-
Net fair value loss on financial assets	-	109,555
Change in operating assets and liabilities:
(Increase)/decrease in trade and other receivables	4,877	(67,843)
Increase/(decrease) in trade and other payables	121,500	99,494
Net cash used in operating activities	(614,998)	(409,492)

Note 19. Loss per share

	Consolidated
	2021$	2020$
Loss after income tax attributable to the owners of Perpetual ResourcesLimited	(716,810)	(640,698)
	Number	Number
Weighted average number of ordinary shares used in calculating basicearnings per share	442,974,978	325,470,662
Weighted average number of ordinary shares used in calculating dilutedearnings per share	442,974,978	325,470,662
	Cents	Cents
Basic loss per shareDiluted loss per share	(0.16)(0.16)	(0.20)(0.20)
Note 20. Commitments	Consolidated
	2021$	2020$
Capital commitments
Committed at the reporting date but not recognised as liabilities, payable:
Exploration commitments	204,000	100,000

Perpetual Resources Limited Directors' declaration 30 June 2021

In the directors' opinion:

the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30 June 2021and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

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

Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.

On behalf of the directors

___________________________

Julian Babarczy Executive Chairman

20 August 2021

Perpetual Resources Limited

Independent auditor's report to members

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Perpetual Resources Limited. (the Company and its subsidiaries (the Group)), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information, and the directors' declaration.

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

(i) giving a true and fair view of the Group's financial position as at 30 June 2021 and of its financial performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

ACQUISITION OF EXPLORATION AND EVALUATION ASSETS
Area of focusRefer also to Notes 2, 3, 6 and 9	How our audit addressed it
The Group has incurred exploration andevaluation costs for exploration projects inAustralia over a number of years.There is a risk that the Group may lose orrelinquish its rights to explore andevaluate those areas of interest andtherefore amounts capitalised to thestatement of financial position from thecurrent and historical periods be no longerrecoverable.During the year no impairment chargewas recognised in relation to explorationexpenditure.	Our audit procedures included thefollowing:•Understanding and vouching theunderlying contractual entitlement toexplore and evaluate each area ofinterest, including an evaluation of theGroup's renewal in that area of interestat its expiry;•Examining project spend per each areaof interest and comparing this spend tothe minimum expenditure requirementsset out in the underlying explorationexpenditure plan;•Examining project spend to each areaof interest to ensure that it is directlyattributable to that area of interest;•Verifying the vesting charge capitalisedin respect of performance sharesissued to members of KeyManagement Personnel in respect oftheir time commitment in relation todevelopment of the exploration asset;and•From an overall perspective,comparing the market capitalisation ofthe Group to the net carrying value ofits assets on the statement of financialposition to identify any other additionalindicators of impairment.We also assessed the adequacy of theGroup's disclosures in the financial report.

Area of focusHow our audit addressed itRefer also to Notes 2, 3, 9, 12 and theRemuneration ReportDuring the year the Group has issuedOur audit procedures included:performance shares to members of KeyManagement Personnel and other•Agreeing the material terms andemployees.conditions of each performance sharearrangement to plan documentation;These performance shares include anumber of non- vesting conditions tied to•Examining the performance sharea variety of exploration and evaluationarrangements to determine theand mining activity milestones.appropriateness of identifying eacharrangement and agreeing the grantThe valuation of such performance sharesdate;requires significant judgement andexpertise, particularly in determining the•Assessing the inputs in the calculationlikelihood of the non-vesting conditionsof performance share arrangements;occurring.and•Assessing the reasonableness of nonvesting conditions, including achievingthe exploration and evaluation andmining targets.We also assessed the adequacy of theGroup's disclosures in the financial report.	ISSUE OF PERFORMANCE SHARES TO KEY MANAGEMENT PERSONNEL

Other Information

The directors are responsible for the other information. The other information comprises the information in the Group's annual report for the year ended 30 June 2021, but does not include the financial report and the auditor's report thereon.

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

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

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

Responsibilities of the Directors for the Financial Report

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

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

Auditor's Responsibilities for the Audit of the Financial Report

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

A further description of our responsibilities for the audit of these financial statements is located at the Auditing and Assurance Standards Board website at:

http://www.auasb.gov.au/auditors\_responsibilities/ar1.pdf

This description forms part of our independent auditor's report.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2021.

In our opinion, the Remuneration Report of Perpetual Resources Limited, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

William Buck Audit (Vic) Pty Ltd ABN: 59 116 151 136

A. A. Finnis Director

Melbourne, 20 August 2021

Perpetual Resources Limited Shareholder information 30 June 2021

The shareholder information set out below was applicable as at 30 June 2020.

Distribution of equitable securities

Analysis of number of equitable security holders by size of holding:

	Numberof holdersof ordinaryshares	Percentageof IssuedCapital%
1 to 1,000	65	-
1,001 to 5,000	52	-
5,001 to 10,000	120	0.19
10,001 to 100,000	482	4.16
100,001 and over	258	95.61
	977	100
Holding less than a marketable parcel	93	-

Equity security holders

Twenty largest quoted equity security holders

The names of the twenty largest security holders of quoted equity securities are listed below:

	Ordinary shares% of totalshares
	Number held	issued
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	38,670,526	8.12
DEUTSCHE BALATON AKTIENGESELLSCHAFT	29,100,000	6.11
MR PETER ROMEO GIANNI	25,525,322	5.36
CS THIRD NOMINEES PTY LIMITED <hsbc 13="" a="" au="" c="" cust="" ltd="" nom="">	24,407,843	5.12
KITARA INVESTMENTS PTY LTD	20,000,000	4.20
DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT	19,906,987	4.18
INTREPID CONCEPTS PTY LTD	16,250,000	3.41
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED	13,306,377	2.79
MR JAMES DAVID WILLIAM TAYLOR + MRS ERIN ANN TAYLOR	12,500,000	2.62

MR ROBERT ANDREW JEWSON	10,555,110	2.22
REGIONAL MANAGEMENT PTY LTD	10,000,000	2.10
UBS NOMINEES PTY LTD	9,795,894	2.06
MARJACK HOLDINGS PTY LTD <carolan 2013="" a="" c="">	9,350,000	1.96
BENUSSI ROVIGNO PTY LTD	8,800,000	1.85
BLUE MOUNTAIN INVESTMENTS LTD	8,000,000	1.68
HUNTER CAPITAL ADVISORS P/L	8,000,000	1.68
BCPC PTY LTD	7,500,000	1.57
AEE GOLD AG	7,000,000	1.47
CITICORP NOMINEES PTY LIMITED	6,167,489	1.29
COLIN ROSS HASTINGS	5,884,369	1.23
	290,719,917	61.01

Unquoted equity securities

Number on issue

26-5-20 Director Performance Shares – Class B5,500,00026-5-20 Director Performance Shares – Class C5,500,00026-5-20 Director Performance Shares – Class D5,500,00030-11-20 Director Performance Shares – Class A880,000




30-11-20 Director Performance Shares – Class B880,000
30-11-20 Director Performance Shares – Class C880,000
30-11-20 Director Performance Shares – Class D880,000
30-11-20 Director Performance Shares – Class E880,000
30-11-20 Management Performance Shares – Class A440,000
30-11-20 Management Performance Shares – Class B440,000
30-11-20 Management Performance Shares – Class C880,000
30-11-20 Management Performance Shares – Class D880,000
30-11-20 Management Performance Shares – Class E880,000
30-11-20 Management Performance Shares – Class F880,000

Substantial holders

Substantial holders in the Company are set out below:

	Ordinary shares
	Numberheld	% of total sharesissued
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	38,670,526	8.12
DEUTSCHE BALATON AKTIENGESELLSCHAFT	29,100,000	6.11
MR PETER ROMEO GIANNI	25,525,322	5.36
CS THIRD NOMINEES PTY LIMITED <hsbc 13<="" au="" cust="" ltd="" nom="" td="">24,407,8435.12	24,407,843	5.12
A/C>

Voting rights

The voting rights attached to ordinary shares are set out below:

Ordinary shares

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

There are no other classes of equity securities.

Tenements

		Interest
Description	Tenement number	owned %
Exploration Licence – WA	E70/5221	100.00
Exploration Licence – WA	E70/5220	100.00
Exploration Licence – WA	E70/5227	100.00
Exploration Licence – WA	E70/5376	100.00
Exploration Licence – WA	E70/5250	100.00
Miscellaneous Licence -WA	L70/219	100.00

AI assistant

PERPETUAL RESOURCES LIMITED — Annual Report 2021

65540_rns_2021-08-19_b9e166c6-84aa-4ba1-80a9-78f92aa125ce.pdf

Perpetual Resources Limited Corporate directory 30 June 2021

Perpetual Resources Limited Table of Contents 30 June 2021

Perpetual Resources Limited Table of Contents 30 June 2021

Competent Person Statement

Dear Shareholder,

Perpetual Resources Limited Directors' report 30 June 2021

Directors

Principal activities

• Dividends

Review of operations

Financial Position

Beharra Silica Sands Project

Sargon Construction Sands Project

Eneabba Project

Significant changes in the state of affairs

Matters subsequent to the end of the financial year

Likely developments and expected results of operations

Environmental regulation

Perpetual Resources Limited Directors' report 30 June 2021

Meetings of directors

Perpetual Resources Limited Directors' report 30 June 2021

Remuneration report (audited)

Principles used to determine the nature and amount of remuneration

Non-executive directors remuneration

Voting and comments made at the Company's 2020 Annual General Meeting ('AGM')

Details of remuneration

Amounts of remuneration

Service agreements

Perpetual Resources Limited Directors' report 30 June 2021

Share-based compensation

Issue of shares

Options

Performance Shares

Relationship between remuneration policy and company performance

Additional disclosures relating to key management personnel

Shareholding

Shares under option

Performance Shares

Shares issued on the exercise of options

Indemnity and insurance of officers

Indemnity and insurance of auditor

Proceedings on behalf of the Company

Non-audit services

Auditor's independence declaration

Auditor

AUDITOR'S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF PERPETUAL RESOURCES LIMITED

Perpetual Resources Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2021

Perpetual Resources Limited Statement of financial position As at 30 June 2021

Perpetual Resources Limited Statement of Changes in Equity As at 30 June 2021

Perpetual Resources Limited Statement of cash flows For the year ended 30 June 2021

Note 1. General information

Note 2. Significant accounting policies

New or amended Accounting Standards and Interpretations adopted

Conceptual Framework for Financial Reporting (Conceptual Framework)

New Accounting Standards and Interpretations not yet mandatory or early adopted

Basis of preparation

Historical cost convention

Critical accounting estimates

Parent entity information

Principles of consolidation

Operating segments

Cash and cash equivalents

Investments and non-financial assets

Financial assets at fair value through profit or loss

Fair value measurement

Issued capital

Share-based payments

Performance Shares Reserve

Loss per share

Basic loss per share

Diluted loss per share

Exploration and evaluation assets

Goods and Services Tax ('GST') and other similar taxes

Note 3. Critical accounting judgements, estimates and assumptions

Coronavirus (COVID-19) pandemic

Recovery of royalties

Exploration and evaluation costs

PERPETUAL RESOURCES LIMITED Annual Report 2021