POLYMETALS RESOURCES LTD — Interim / Quarterly Report 2021

Jun 24, 2021

Polymetals Resources Limited and Controlled Entities ABN : 73 644 736 247

Consolidated Financial Statements

For the Period 30 September 2020 to 31 January 2021

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Contents
For the Period Ended 31 January 2021
	Page
Financial Statements
Corporate Directory	1
Chairman's Report	2
Directors' Report	3
Auditor’s Independence Declaration	8
Consolidated Statement of Profit or Loss and Other Comprehensive Income	9
Consolidated Statement of Financial Position	10
Consolidated Statement of Changes in Equity	11
Consolidated Statement of Cash Flows	12
Notes to the Consolidated Financial Statements	13
Directors' Declaration	30
Independent Audit Report	31

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Corporate Directory For the Period Ended 31 January 2021

Directors

David Sproule – Non-Executive Chairman Chris Schroor – Non-Executive Director Chris Johnston – Non-Executive Director

Company Secretaries Vincent Fayad

Auditors

RSM Australia Partners Level 12

60 Castlereagh Street Sydney, NSW 2000

Solicitors

Addisons Lawyers Level 12, 60 Carrington Sydney, NSW 2000

Registered Office

Suite 6 Level 5, 189 Kent Street Sydney NSW 2000

T: +61 (2) 8046 2799

Principal Place of Business 72 Marom Creek Road Meerschaum Vale NSW 2447

Website

https://www.polymetals.com/

1

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Chairman's Report For the Period Ended 31 January 2021

Dear Shareholders

I present the 31 January 2021 Interim Annual Report for Polymetals Resources Limited (“ Polymetals or “ the Company”) for the period ended 31 January 2021. This is the first report by the Company.

On the 29[th] January 2021, the Company acquired all of the issued capital of Golden Guinea Resources SARL ( Golden Guinea ) by way of exchange of shares from its existing shareholders.

Golden Guinea is the holder of various exploration licences in Guinea, West Africa. Prior to its acquisition, Golden Guinea undertook a significant amount of work in the development of these exploration licences and your board believes that the Company is now ready to progress these assets to the next drilling phase - aiming to define Inferred JORC gold resources. The financial report confirms the level of investment. The Board believes that the work completed to date has created value for Polymetals and its current and future shareholders.

Exploration drilling aimed at delineating JORC Resources will be dependent upon the Company being able to raise funds. Your board is looking at obtaining seed capital in the first instance, followed by an Initial Public Offering (IPO). The Board’s focus in the short term is to achieve a successful capital raising so as to enable the Company to meet its objectives. Previous exploration by Golden Guinea also places the Company in a strong position to advance through its desired objective of a successful IPO.

Looking forward, following the completion of the IPO the Board intends to establish an office in Malaysia to enable it to execute its plans in Guinea and to advance its business development via further acquisitions across Africa and the South East Asia region.

On behalf of the Board, I take this opportunity to thank our shareholders and staff for their support.

Yours faithfully

David Sproule Chairman of the Board 14 April 2021

2

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Director’s Report For the Period Ended 31 January 2021

The directors present their report, together with the financial statements of the Group, being Polymetals Resources Limited (the “ Company ”), and its controlled entities (the “ Group ”) for the period 30 September 2020 to 31 January 2021. This report has been prepared in order to assist the Company with its application for listing and obligations for its Prospectus.

Directors

The names of the directors in office at any time during, or since the end of, the period from 30 September 2020 to 31 January 2021 are:

Names

Position

Appointed/Resigned

David Sproule Non-Executive Chairman Appointed 30 September 2020 Chris Johnston Non-Executive Director Appointed 30 September 2020 Chris Schroor Non-Executive Director Appointed 5 January 2021 Jane Sproule Non-Executive Director Appointed 30 September 2020, Resigned 5 January 2021

Directors have been in office since the start of the financial period to the date of this report unless otherwise stated.

Chief Executive Officer

Alex Hanly held the position as the Group’s Chief Executive Officer at the end of the financial period. He was appointed as the Chief Executive Officer on 30 September 2020.

Company Secretary

David Sproule held the position of Company Secretary from the Company’s incorporation on 30 September 2020 until he resigned from the role on 15 January 2021.

Upon David Sproule’s resignation, Vincent Fayad was appointed as the Company Secretary on 15 January 2021.

Principal activities

The principal activity of the Group during the financial period was the exploration and development of mineral resources - particularly gold.

There were no significant changes in the nature of the Group’s principal activities during the financial period.

Operating results

The consolidated loss of the Group after providing for income tax amounted to $113,199.

Review of operations

The consolidated loss for the financial year has been impacted by the following:

• travel to and from the Group’s tenement projects based in Guinea, West Africa;

• foreign exchange losses incurred on operating foreign bank accounts and loans; and

• statutory costs incurred in operating the Group’s exploration licences.

A detailed soil sampling programme was completed during December 2020 on the southernmost exploration licence known as Mansala. The Company has been in the process of planning for a proposed drill program in relation to numerous gold anomalies within the exploration licences.

3

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Director’s Report For the Period Ended 31 January 2021

Significant changes in the state of affairs

There were no significant changes in the state of affairs of the group during the financial period.

Likely developments and expected results of operations

Information on likely developments in the operations of the Group and the expected results of operations have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the Group.

Dividends

No dividends were paid or declared during the financial period.

Financial position

The net assets of the Group were $1,619,443 at 31 January 2021. This amount was mainly comprised of capitalised exploration costs incurred in the development of the Company’s West African gold projects. Cash on hand at 31 January 2021 was $173,900.

Share Capital

As at 31 January 2021, the Company had a total of 51,317,881 fully paid ordinary shares on issue. More information concerning the balance of the Company’s ordinary shares held and the movements that occurred during the financial period can be found within Note 10.

Share Options

There were no share options either issued during the period and/or on issue as at 31 January 2021.

Group Performance

The table below shows the gross revenue, losses and earnings per share for the last two years for the Group.

	30 September 2020 to 3
	January 2021
	$
Revenue	-
Net Loss	(113,199)
Loss per share (cents per share)	(0.66)

4

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Director’s Report For the Period Ended 31 January 2021

Directors

David Sproule

Non-Executive Chairman (appointment date 30 September 2020)

Qualifications			-	Bachelor of Metallurgical Engineering
Experience			-	Mr Sproule has specialised in value creation within the minerals industry, founding and managing the private Polymetals Group which developed 8
				Australian gold projects over 25 years. An “owner build” model was applied to all
				operations significantly reducing typical mine development costs. The projects
				collectively returned +2,000% in fully franked dividends on initial shareholder
				investment.
				Mr Sproule was Chairman of Polymetals Mining Limited from its listing on ASX in
				2011 until the company merged with Southern Cross Goldfields (ASX:SXG).
Interest in Shares and			-	33,997,329 ordinary shares, which are held between various entities controlled by
Options				Mr Sproule and his partner (Jane Sproule – formerly a director of the Company).
				Nil Options
Special Responsibilities			-	Nil
Directorships	held	in	-	Nil
other listed entities

Chris Johnston

Non-Executive Director (appointment date 30 September 2020)

Qualifications	-	First Class Honours graduate in Geology from Auckland University;
		Doctor of Philosophy (Geology) from James Cook University
		Masters of Accountancy from Charles Sturt University.
Experience	-	Dr Johnston has over 40 years’ experience in the Australian mining industry and
		has explored in most states of Australia for gold, silver and base metals for
		companies including Burdekin Resources NL, St Francis Mining Limited, Tritton
		Resources Limited and more recently as NSW Exploration Manager for Black
		Oak Minerals Limited (previously Polymetals Mining Limited).
Interest in Shares and	-	66,667 ordinary shares
Options
		Nil options
Special Responsibilities	-	Nil
Directorships held in other	-	Nil
listed entities

5

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Director’s Report For the Period Ended 31 January 2021

Chris Schroor

Non-Executive Director (appointment date 5 January 2021)

Qualifications - Bachelor of Applied Science in Construction Management from the Queensland University of Technology; and Master of Business Administration from the Queensland University of Technology. Experience - Mr Schroor is a founding director of the Azure Development Group (“Azure”), a multifaceted Property Development and Investment Company which has delivered over $AUD 500 million of projects since its inception in 2014. Mr Schroor is responsible for all capital raising and financing aspects of Azure. In 2014 Mr Schroor established a Joint Venture in Thailand with Siam Commercial Bank, Kasikorn Bank, True Telecommunications, Super NAP International and the Thai Royal Family office, to design and deliver Super NAP Thailand, Asia’s first Tier IV Data Centre. Mr Schroor was previously Executive Director – Commercial Development for the Springfield Land Corporation and during his 10 years in that role he spear-headed all development associated with the $8bn, 2830ha master planned city. Interest in Shares and - Nil ordinary shares Options Nil options Special Responsibilities - Nil Directorships held in other - Nil listed entities

Jane Sproule

Non-Executive Director (appointment date 30 September 2020, resignation date 5 January 2021)

Qualifications - Midwife Experience - Mrs Sproule had 10 years nursing at Princess Margaret hospital, Perth followed by Midwife training and hospital practice, Ipswich, UK. In addition, Mrs Sproule had three years as a Kalgoorlie-based Child Health nurse. Mrs Sproule had been closely involved with the previous Polymetals Mining business for its 25 years of operation until listing on ASX in 2011. Interest in Shares and - 33,997,329 ordinary shares, which are held between various entities controlled Options by Mrs Sproule and her partner (David Sproule). She is also the sole shareholder of Deering Nominees Pty Ltd, a company who owns 13,999,848 ordinary shares. Nil Options Special Responsibilities - Nil Directorships held in other - Nil listed entities

6

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Director’s Report

For the Period Ended 31 January 2021

Events after the reporting date

The coronavirus (COVID-19) outbreak, officially a pandemic as of 11 March 2020, has prompted global health concerns. The impact of COVID-19 is a subsequent event, at this point any estimate of the financial impact cannot be reliably measured or quantified.

No other matters of circumstances have arisen since 31 January 2021 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years.

Directors’ Meetings

During the financial period, 1 meeting of directors (including committees of directors) were held and was attended by all directors.

Environmental issues

The Group’s operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a state or territory.

Indemnification and insurance of officers and auditors

The Company has not paid insurance premiums so as to indemnify all Directors and Executive Officers of the Company, against liabilities to another person (other than the Company or a related body corporate) that may arise from their position as Directors or Officers of the Company.

The Company has not, during or since the financial period indemnified or agreed to indemnify the auditor of the Company against a liability incurred as auditor.

Proceedings on behalf of company

No person has applied for leave of court under Section 237 of the Corporations Act 2001 to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Company was not a party to any such proceedings during the period.

Rounding of amounts

The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest dollar.

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.

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

David Sproule Executive Chairman Dated 14 April 2021

7

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 4] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 4] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

RSM Australia Partners

Level 13, 60 Castlereagh Street Sydney NSW 2000 GPO Box 5138 Sydney NSW 2001 T +61 (0) 2 8226 4500 F +61 (0) 2 8226 4501

www.rsm.com.au

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Polymetals Resources Limited for the period 30 September 2020 to 31 January 2021, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

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

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

RSM AUSTRALIA PARTNERS

C J HUME

Partner

Sydney, NSW Dated: 14 April 2021

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036

==> picture [35 x 54] intentionally omitted <==

8

Liability limited by a scheme approved under Professional Standards Legislation

ABN : 73 644 736 247

Polymetals Resources Limited and Controlled Entities

Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Period Ended 31 January 2021

Note Revenue 2 Depreciation Exploration expenditure written off Interest expense Statutory costs Other expense Loss before income tax Income tax expense 3 Loss after income tax expense for the year Other comprehensive loss Items that maybe reclassified subsequently to profit or loss Foreign currency translation – realised Foreign currency translation – unrealised Total comprehensive loss for year Loss for the year is attributed to: Owners of Polymetals Resources Limited Non controlling interest Total comprehensive loss for year Earnings per share Basic earnings cents per share 12 Diluted earnings cents per share 12	Consolidated 30 September 2020 to 31 January 2021 $
	- (224) (707) (78,261) (262) (37,274)
	(116,728) -
	(116,728)
	3,549 (20)
	(113,199)
	(111,629) (1,570)
	(113,199)
	(0.66) (0.66)

The accompanying notes form part of these financial statements.

9

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Consolidated Statement of Financial Position

As at 31 January 2021

Note ASSETS CURRENT ASSETS Cash and cash equivalents 4 Trade and other receivables 5 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment 6 Exploration evaluation and development assets 7 TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables 8 Borrowings 9 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 10 Non controlling interest Accumulated losses SHAREHOLDERS EQUITY	Consolidated 2021 $
	173,900 8,410
	182,310
	2,467 1,460,953
	1,463,420
	1,645,730
	26,287 -
	26,287
	26,287
	1,619,443
	1,248 2,487,974 (869,779)
	1,619,443

The accompanying notes form part of these financial statements.

10

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Consolidated Statement of Changes in Equity For the Period Ended 31 January 2021

Consolidated Group Balance at 30 September 2020 Issued capital (formation) Minority interest Polymetals Resources Limited subscription capital Minority interest (note a) Introduction of the accumulated losses relating to Golden Guinea (note b) Loss for year Other comprehensive income for the year Total comprehensive loss for the year Non-controlling interests share of loss Balance at 31 January 2021	Issued Capital Accumulated Losses Non Controlling Interest Total $ $ $ $
	- - - - 1,248 1,248 - - 365,897 365,897 - - 2,123,647 2,123,647 - (758,149) - (758,149) - (116,728) - (116,728) - 3,529 - 3,528
	- (113,199) - (113,199)
	1,570 (1,570) -
	1,248 (869,779) 2,487,974 1,619,443

Note (a)

As set out in note 1(b) in the summary of the significant accounting policies, Polymetals wholly owned subsidiary, Golden Guinea is deemed to be the parent company for the purposes of this financial report and as such, any equity contribution made by shareholders of Polymetals are recognised as a contribution by minority shareholders.

Note (b)

In addition to the comment made in note (a) above, the consolidated financial statements incorporate Golden Guinea accumulated losses from prior periods.

The accompanying notes form part of these financial statements.

11

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Consolidated Statement of Cash Flows For the Period Ended 31 January 2021

Note CASH FLOWS FROM OPERATING ACTIVITIES: Receipts from customers Payments to suppliers and employees Net cash used in operating activities 18 CASH FLOWS FROM INVESTING ACTIVITIES: Payment for plant and equipment Payments for exploration expenditure Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from share issue Payments for share issue costs Proceeds from borrowings Payments for borrowings Net cash provided by financing activities Net increase in cash and cash equivalents held Cash and cash equivalents at beginning of period Cash and cash equivalents at end of financial period 4	Consolidated 2021 $
	- (19,964)
	(19,964)
	(1,220) (92,204)
	(93,424)
	431,767 (65,870) 41,391 (120,000)
	287,288
	173,900 -
	173,900

The accompanying notes form part of these financial statements.

12

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the Consolidated Financial Statements For the Period Ended 31 January 2021

Note 1: Summary of Significant Accounting Policies

General

Polymetals Resources Limited (“ Polymetals” ) is a company domiciled in New South Wales, Australia. The address of the Company’s registered office is Suite 6, Level 5 189 Kent Street, Sydney NSW 2000. The consolidated financial statements of the Company are for the period from 30 September 2020 (date of incorporation) to 31 January 2021 and comprise the Company and its subsidiaries (together referred to as the ‘ Group ’ and individually as ‘ Group entities’ ).

In January 2021, Polymetals acquired 100% of the share capital in Golden Guinea Resources SARL. The acquisition was funded by way of the issuance of 48,440,000 ordinary shares at deeded a price of $0.15 per share in Polymetals to the former Golden Guinea Resources SARL ( Golden Guinea ) shareholders. For the purpose of preparing these financial statements, it has been determined that the effect of such a transaction will not constitute a business combination and therefore AASB 3 Business Combinations does not apply.

The financial report of Polymetals Resources Limited for the period from 30 September 2020 to 31 January 2021 was authorised for issue in accordance with a resolution of the Directors on 14 April 2021.

Basis of Preparation

These general-purpose financial statements have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and International Financial Reporting Standards as issued by the International Accounting Standards Board. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise.

Historical Cost Convention

The financial statements, except for cash flow information, have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. The amounts presented in the financial statements have been rounded to the nearest dollar.

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 Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 1(t).

Going Concern Basis

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

As disclosed in the financial statements, the Company incurred losses of $113,199 for the period ended 31 January 2021, and the Company had net cash outflows from operating and investing activities of $19,964 and $93,424 respectively. The Company is in the process of finalising an initial public offering of shares. The capital raised will fund the continuing exploration operations of the Group.

As the initial public offering of shares is yet to occur at the time the financial statements have been signed there is a material uncertainty as to whether the consolidated entity will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

13

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the Consolidated Financial Statements For the Period Ended 31 January 2021

Note 1: Summary of Significant Accounting Policies

Going Concern Basis (continued)

The financial report has been prepared on the following basis:

• the Company will be successful in undertaking a capital raising for the purposes of the funding its plans to undertake an initial public offering of shares;

• As at 31 January 2021, the Group had cash of $173,900, net current assets of $156,123 and net assets of $1,619,443; and

• should the Company dispose of its exploration licences in Guinea, the proceeds from the sale would be sufficient to retire any outstanding creditors.

Accordingly, the Directors believe that the consolidated entity will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.

The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the consolidated entity does not continue as a going concern.

a) Principles of Consolidation

The consolidated financial statements incorporate all of the assets, liabilities and results of the parent Polymetals and its subsidiary (“the “ Group” ). Subsidiaries are entities which the parent controls. The parent controls an entity when it 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 over the entity. A list of the subsidiaries is provided in Note 19.

As noted in the paragraph titled “General”. these financial statements have been prepared on the basis that the wholly owned subsidiary Golden Guinea is the parent company. The basis for this is that the shareholders of Golden Guinea sold their shares to Polymetals in exchange for their shares in Polymetals. As a result, no business combination is considered to have occurred, resulting in Golden Guinea being deemed to be the acquirer of Polymetals.

The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control was obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non-controlling interests”. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interest are shown separately within the equity section of the statement of financial position and statement of comprehensive income.

(b) Comparative Figures

For the purposes of this financial report, despite Golden Guinea being the deemed acquirer of Polymetals, there is no comparative financial information disclosed in this report. This is to take into account the formation of the Group effective, 29 January 2021, when Polymetals acquired all of the shares of Golden Guinea.

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

14

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the Consolidated Financial Statements For the Period Ended 31 January 2021

Note 1: Summary of Significant Accounting Policies

(b) Comparative Figures (continued)

Where the Group retrospectively applies an accounting policy, makes a retrospective restatement of items in the financial statements or reclassifies items in its financial statements, a third statement of financial position as at the beginning of the preceding period in addition to the minimum comparative financial statements is presented.

(c) Functional and presentational currency

The financial statements are presented in Australian dollars, which is Polymetals Resources Limited’s functional and presentational currency.

(d) Income Tax

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

Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Current and deferred income tax expense/(income) is charged or credited directly to equity instead of profit or loss when the tax relates to items that are credited or charged directly to equity. Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

With respect to non-depreciable items of property, plant and equipment measured at fair value and items of investment property measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale. When an investment property that is depreciable is held by the Group in a business model whose objective is to consume substantially all of the economic benefits embodied in the property through use over time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of such property will be recovered entirely through use.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where:

• i.

• a legally enforceable right of set-off exists; and

• ii. the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future years in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

15

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the Consolidated Financial Statements For the Period Ended 31 January 2021

Note 1: Summary of Significant Accounting Policies

(e) Current and non-current classification

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

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

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

(f) Exploration and development expenditure

Exploration and evaluation costs are capitalised as exploration and evaluation assets on a project-by-project basis pending determination of the technical feasibility and commercial viability of the project. The capitalised costs are presented as both tangible or intangible exploration and evaluation assets according to the nature of the assets acquired. When a licence is relinquished or a project abandoned, the related costs are recognised in the profit or loss immediately.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and/or (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units consistent with the determination of reportable segments.

Upon determination of proven reserves, intangible exploration and evaluation assets attributable to those reserves are first tested for impairment and then reclassified from exploration and evaluation assets to a separate category within tangible assets.

Amortisation is not charged on exploration and evaluation assets until they are available for use.

Pre-licence costs are recognised in profit or loss as incurred. Expenditure deemed unsuccessful is recognised in profit or loss immediately.

(g) Impairment of non-financial assets

Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other nonfinancial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cashgenerating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

(h) Borrowings

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

16

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the Consolidated Financial Statements For the Period Ended 31 January 2021

Note 1: Summary of Significant Accounting Policies

(i) Finance costs

Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred.

(j) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position.

(k) Revenue and Other Income

Financial Income comprises interest income. Interest income is recognised in profit or loss as it accrues, using the effective interest rate method. Other income is recognised when it is received or when the right to receive the payment is established.

All revenue is stated net of the amount of goods and services tax (GST).

(l) Trade and Other Receivables

Other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment.

(m) Trade and Other Payables

Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting year. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.

(n) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).

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 ATO is included with other receivables or 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 ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.

(o) 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.

(p) Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 20.

17

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the Consolidated Financial Statements For the Period Ended 31 January 2021

Note 1: Summary of Significant Accounting Policies

(q) Property, plant and equipment

Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses.

Plant and equipment

Plant and equipment are measured on the cost basis. Cost includes expenditure that is directly attributable to the asset.

Depreciation

The depreciable amount of property, plant and equipment, is depreciated on a straight-line basis over the asset's useful life to the Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. Land is not depreciated.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

The depreciation rate used by the Group for property plant and equipment was 10%.

(r) Foreign currency translations

Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

(s) New Accounting Standards and Interpretations

Initial application of AASB 9: Financial Instruments

AASB 9 replaces the "incurred loss" impairment model in AASB 139 Financial Instruments: Recognition and Measurement with a forward-looking expected credit loss (ECL) model. It is no longer necessary for a loss event to occur before an impairment loss is recognised under the new model. Under the ECL model, the Group assesses on a forward-looking basis on the expected credit losses associated with its financial assets. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The new impairment model applies to financial assets at amortised cost and contract assets under AASB 15: Revenue from Contracts with Customers. The application of the new standard results in a change in accounting policy.

The Group applies the simplified approach as permitted by AASB 9, which requires the recognition of lifetime expected losses for accounts receivable and contract assets from initial recognition of such assets. At every reporting date, the Group reviews and adjusts its historically observed default rates based on current conditions and changes in the future forecasts. As regards to other receivables, the Group applies the general approach as permitted by AASB 9, which requires impairment to be measured using 12-month expected credit loss method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime expected credit loss is adopted.

The adoption of AASB 9 has had no material impact on the results and financial position of the Group for the current and prior years. The measurement categories for all financial liabilities remain the same, the carrying amount for all financial liabilities at 1 July 2018 have not been impacted by the initial application of AASB 9.

The Group did not designate or re-designate any financial asset or financial liability at fair value through profit or loss at 1 July 2018.

18

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the Consolidated Financial Statements For the Period Ended 31 January 2021

Note 1: Summary of Significant Accounting Policies

(s) New Accounting Standards and Interpretations (continued)

AASB 16: Leases (applicable to annual reporting periods beginning on or after 1 January 2019).

The Group has chosen not to early-adopt AASB 16. However, the Group has conducted a preliminary assessment of the impact of this new Standard, as follows.

A core change resulting from applying AASB 16 is that most leases will be recognised on the balance sheet by lessees as the standard no longer differentiates between operating and finance leases. An asset and a financial liability are recognised in accordance with this new Standard. There are, however, two exceptions allowed: short-term and low-value leases.

The accounting for the Group's operating leases will be primarily affected by this new Standard.

AASB 16 will be applied by the Group from its mandatory adoption date of 1 July 2019. The comparative amounts for the year prior to first adoption will not be restated, as the Group has chosen to apply AASB 16 retrospectively with cumulative effect. While the right-of-use assets for property leases will be measured on transition as if the new rules had always been applied, all other right-of-use assets will be measured at the amount of the lease liability on adoption (after adjustments for any prepaid or accrued lease expenses).

The Group has no non-cancellable operating lease commitments as at the reporting date.

(t) Critical Accounting Estimates and Judgments

The directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

Key judgement - exploration and evaluation expenditure

The Group capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded.

19

ABN : 73 644 736 247

Polymetals Resources Limited and Controlled Entities

Notes to the financial statements

Consolidated 2021 $

2 Income

3 Income Tax Expense

The prima facie tax on operating loss from ordinary activities is reconciled to the income tax as follows:

Accounting loss before income tax from continuing operations (113,199) Prima facie tax on loss from ordinary activities at a rate of 30.00% (33,960) Add: Tax effect of: - Tax effect of non-deductible items - - Deferred tax asset (not brought to account) 33,960 - Income tax benefit attributable to the Group Cash and Cash Equivalents Cash at bank and in hand 173,900 Other Receivables GST Receivable 6,538 Other receivables 1,872 8,410

4 Cash and Cash Equivalents

5 Other Receivables

6 Property, Plant and Equipment Plant and equipment At cost 2,691 Accumulated depreciation (a) (224) 2,467

(a) the plant and equipment was continued to be used in the activities in the period ended 31 January 2021. The depreciation rate applied on the plant is 10.00% per annum.

20

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the financial statements

Consolidated 2021 $

7 Exploration, Evaluation and Development Assets

In exploration phase: At cost, net of impairment 1,460,953

(a) Composition of exploration assets Capitalised exploration – wholly owned (b) Movements i. Exploration assets at cost Opening Balance Add: Expenditure capitalised during previous periods Add: Expenditure capitalised during the period Closing Balance ii. Impairment Opening Balance Add: Current year impairment adjustment Closing Balance	1,460,953
	- 1,055,977 404,976
	1,460,953
	- -
	-

(c) Discussion on impairment

The Board has impaired all capitalised costs where necessary, including that part of the acquisition.

8 Trade and Other Payables

CURRENT Trade payables 26,287 26,287 Borrowings CURRENT - Loan – Related parties (a) -

9 Borrowings

(a) Loans – Related parties

The loan from related parties comprises of a loan to the former parent company Craton Resources SARL (“ Craton ”):

Loans from Craton Resources SARL

(i), (ii)	-
	-

21

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the financial statements

Consolidated 2021 $

(i) The loan to Craton was comprised of the following transactions occurring during the financial period:

Date 30/09/2020 30/01/2021 31/01/2021 31/01/2021 31/01/2021	Description Amount Amounts from prior years 1,900,558 Repayment :Cash transfer (100,000) Drawdowns and accrued interest to 31 January 2021 326,692 Repayment :Issuance of 14,157,167 ordinary shares in Polymetals (2,123,647) Foreign currency conversion $USD to $AUD for prior period (3,603)
	Total -

• (ii) The terms of the loans to the related party are as follows: • Interest rate: 7.00%. • Security – none • Repayable at call.

10 Issued Capital

(a) Movement in issued capital (issued and fully paid) Balance at the end of the reporting period (No. of shares) 1,000

(b) Movement in ordinary shares – Golden Guinea Resources SARL Date At the beginning and end of the reporting period 30/09/2020 Add: Share issue in Golden Guinea Resources SARL 30/09/2020	$ No. - - 1,248 1,000
	1,248 1,000

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in proportion to the number and amount paid on the share held. On a show of hands at meetings of the Group, each holder of ordinary shares has one vote in person or by proxy, and upon a poll each share is entitled to one vote. The shares have no par value and there is no current on-market buy back.

(c) Movement in ordinary shares – Polymetals Resources Limited

Date At the beginning and end of the reporting period Add: Share issue upon acquisition of Golden Guinea Resources SARL 31/01/2021 Add: Share issue upon acquisition of Golden Guinea Resources SARL former shareholders loan 31/01/2021 Add: Issued shares 31/01/2021	$ No. - - 5,142,353 34,282,353 2,123,647 14,157,647 431,767 2,877,881
	7,697,767 51,317,881

As provided under Note 1 above, IFRS 3 Business Combinations has been considered not to apply to the Group on the basis that common control is present for both Polymetals and Golden Guinea Resources SARL. Accordingly, the share capital in Polymetals has only been in part reflected within the Group’s financial statements, until such time that common control is deemed to have ceased.

22

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the financial statements

11 Segment Information

Identification of reportable segments

The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources.

The Group has one segment and that is the development and exploration of its Western African gold projects. The business is operated in both Australia and Guinea.

Basis of accounting for purposes of reporting by operating segments

Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors as the chief decision maker is in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group.

12 Earnings/(Loss) per share

Basic earnings/(loss) per share amounts are calculated by dividing net loss for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings/(loss) per share amounts are calculated by dividing the net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year (adjusted for the effects of dilutive options).

The following reflects the income and share data used in the total operations basic and diluted earnings per share computations:

Earnings/(loss) per Share (cents per share) a) Profit or Loss used in calculating earnings per share - Profit/ (Loss) from continuing operations b) Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS	_	(0.66) (113,199)
		17,105,960

Diluted earnings per share

When dilutive earnings per share would result in more favourable earnings, diluted and basic earnings per share are considered equal.

There have been no other transactions involving ordinary shares or potential ordinary shares since the reporting date and before the completion of these financial statements.

13 Contingencies

The Directors are not aware of any contingencies as at 31 January 2021.

23

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the financial statements

14 Financial Risk Management

The Group’s financial instruments consist mainly of deposits with banks, borrowings, accounts receivable and payable.

The main purpose of these financial instruments is to finance the Group’s operations. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. It is, and has been throughout the entire year under review, the Group’s policy that no trading in financial instruments shall be undertaken.

The totals for each category of financial instruments, measured in accordance with AASB 9: Financial Instruments: Recognition and Measurement as detailed in the accounting policies to these financial statements, are as follows:

	2021
Financial assets	$
Cash and cash equivalents	173,900
Loans and receivables	8,410
Total financial assets	182,310
Financial liabilities
Financial liabilities at amortised cost:
Trade and other payables	26,287
Borrowings	-
Total financial liabilities	26,287

The Board manage the financial risk exposures of the group and approve financial transactions within a set delegation of authority.

The overall risk management strategy seeks to assist the Group in meeting its financial targets, while minimising potential adverse effects on financial performance including the review of credit risk policies and future cash flow requirements.

Specific Financial Risk Exposures and Management

The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate risk. There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board’s objectives, policies and processes for managing or measuring the risks from the previous year.

Credit risk

Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Group.

Credit risk is managed through the maintenance of procedures (such as the utilisation of systems for the approval, granting and renewal of subscriptions, regular monitoring of exposures against such limits and monitoring of the financial stability of significant customers and counterparties), ensuring to the extent possible that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment. Depending on the division within the Group, credit terms are generally 30 days from the invoice date.

Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating.

24

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the financial statements

14 Financial Risk Management (continued)

Credit risk exposures

The maximum exposure to credit risk by class of recognised financial assets at the end of the reporting year excluding the value of any collateral or other security held, is equivalent to the carrying amount and classification of those financial assets (net of any provisions) as presented in the statement of financial position. Credit risk also arises through the provision of financial guarantees, as approved at board level, given to parties securing the liabilities of certain subsidiaries.

The Group has no significant concentrations of credit risk with any single counterparty or group of counterparties. However, on a geographical basis, the Group has significant credit risk exposures to Australia.

Trade and other receivables that are neither past due nor impaired are considered to be of high credit quality.

Credit risk related to balances with banks and other financial institutions is managed by the CFO in accordance with approved board policy. Such policy requires that surplus funds are only invested with a major Australian bank.

Liquidity risk

Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages this risk through the following mechanisms:

• preparing forward-looking cash flow analyses in relation to its operating, investing and financing activities;

• monitoring undrawn credit facilities;

• maintaining a reputable credit profile;

• managing credit risk related to financial assets;

• only investing surplus cash with major financial institutions; and

• comparing the maturity profile of financial liabilities with the realisation profile of financial assets.

The table below reflects an undiscounted contractual maturity analysis for financial liabilities. The Group currently has no bank overdrafts. Financial guarantee liabilities are treated as payable on demand since the Group has no control over the timing of any potential settlement of the liabilities.

	within 1 year	1 to 5 years			Over 5 years			Total
	2021	2021			2021				2021
	$	$			$				$
Financial liabilities due
Trade and other payables	26,287			-			-		26,287
Borrowings	-			-			-		-
Total expected outflows	26,287		-				-		26,287
Financial assets due
Cash and cash equivalents	173,900		-				-		173,900
Trade, termandloan receivables	8,410			-			-		8,410
Total expected inflows	182,310								182,310
Net inflow/(outflow)	156,023		-			-			156,023

Market risk

Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting year whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments.

Interest rate risk is managed using a mix of fixed and floating rate instruments. At 31 January 2021, the Group had interestbearing financial liabilities of nil. The Company has no interest-bearing financial assets apart from $173,900 and cash equivalents with a nominal interest rate of less than 0.1%.

25

ABN : 73 644 736 247

Polymetals Resources Limited and Controlled Entities

Notes to the financial statements

14 Financial Risk Management (continued)

The weighted average interest rates of the Group’s interest-bearing financial assets are as follows:

age interest rates of the Group’s interest-bearing financial	assets are as follows:
	2021
	%
Financial assets
Cash and cash equivalents (net of bank overdrafts)	0.1%
Loans	n/a

Interest rate sensitivity

The following table illustrates sensitivities to the Group’s exposures to changes in interest rates and equity prices. The table indicates the impact of how profit and equity values reported at the end of the reporting period would have been affected by changes in the relevant risk variable that management considers to be reasonably possible.

Interest rate risk sensitivity analysis:

t rate risk sensitivity analysis:
	Effect on Profit	Effect on Equity
	2021	2021
	$	$
Sensitivity*
+1.50%	1,560	1,560
-1.50%	(1,560)	(1,560)

There have been no changes in any of the assumptions used to prepare the above sensitivity analysis from the prior year.

Fair value estimation

The fair values of financial assets and financial liabilities are presented in the following table and can be compared to their carrying amounts as presented in the statement of financial position.

Differences between fair values and carrying amounts of financial instruments with fixed interest rates are due to the change in discount rates being applied by the market since their initial recognition by the Group. Most of these instruments, which are carried at amortised cost (ie term receivables, held-to-maturity assets, loan liabilities), are to be held until maturity and therefore the fair value figures calculated bear little relevance to the Group.

15 Capital and Leasing Commitments

Operating Leases Minimum lease payments under non-cancellable operating leases: - not later than one year - between one year and five years	1,446 1,446
	2,892

16 Related Parties

During the period the Group made no payments to Directors and their related entities for services provided.

26

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the financial statements

17 Directors and Key Management Personnel

Remuneration of Directors and Key Management Personnel

The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:

Short-term employee benefits

Remuneration paid to the contract Company Secretary is paid on presentation of a Tax Invoice inclusive of GST. The Company Secretary has a contract to provide services on a part time basis for a fixed monthly amount, plus an entitlement to annual performance bonuses, subject to approval by the Board. There are no superannuation or termination benefits under the contract.

No Share Based payments were made during the year.

18 Cash Flow Information

Reconciliation of net income to net cash provided by operating activities:

Total loss for the year Adjustments for non-cash flows in loss - Depreciation expense - Interest expense - Foreign exchange gain Changes in assets and liabilities, net of the effects of purchase and disposal: - Increase in trade and other receivables - Increase in other assets - (Increase) in trade and other payable Net cash used in operating activities	(113,199) 224 78,261 (3,528) (6,538) 318 24,498
	(19,964)

27

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the financial statements

19	Controlled Entities
		Country of	Percentage
		Incorporation	Owned (%)
			2021
	Parent Entity:
	Polymetals Resources Limited	Australia	94.39%
	Subsidiaries of Polymetals Resources Limited
	Golden Guinea Resources SARL	Guinea, Africa	100.0%

*As set out in note 1(a), whilst Polymetals is the legal parent company, there was no business combination and as such, Golden Guinea is deemed to be the parent company for the purposes of the consolidated financial report.

20 Parent entity

The following information has been extracted from the books and records of the parent, Polymetals Resources Limited and has been prepared in accordance with Accounting Standards.

Statement of Financial Position Assets Current assets Non-current assets Total Assets Liabilities Current liabilities Non Current liabilities Total Liabilities Equity Issued capital Retained earnings Total Equity Statement of Profit or Loss and Other Comprehensive Income Total loss for the year Total comprehensive loss	2021 $ 180,036 7,446,352
	7,626,388
	22,495 -
	22,495
	7,648,435 (874)
	7,603,893
	(28,005)
	(28,005)

Guarantees

The parent entity has not entered into any guarantees in relation to the debts of its subsidiaries.

Contingent liabilities

The Directors are not aware of any contingent liabilities or assets as at the date of these financial statements.

Contractual commitments

The parent entity did not have any commitments as at 31 January 2021.

28

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Notes to the financial statements

21 Events Occurring After the Reporting Date

The coronavirus (COVID-19) outbreak, officially a pandemic as of 11 March 2020, has prompted global health concerns. The impact of COVID-19 is a subsequent event, at this point any estimate of the financial impact cannot be reliably measured or quantified

No other matters of circumstances have arisen since 31 January 2021 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years. However, the Company does plan to undertake an Initial Public Offering in the short term to enable it to fund its business objectives.

22 Company Details

The registered office of the company is:

Suite 6, Level 5, 189 Kent Street Sydney NSW 2000

29

Polymetals Resources Limited and Controlled Entities

ABN : 73 644 736 247

Directors’ Declaration

In the opinion of the Directors:

1. the financial statements and notes for the period ended 31 January 2021 are in accordance with the Corporations Act 2001 and:

2. a. comply with Accounting Standards, which, as stated in accounting policy note 1 to the financial statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and

3. b. give a true and fair view of the financial position and performance of the consolidated group;

4. in the directors' opinion, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.

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

==> picture [92 x 44] intentionally omitted <==

David Sproule Non-Executive Chairman

Dated 14th April 2021

30

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 4] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 4] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

RSM Australia Partners

Level 13, 60 Castlereagh Street Sydney NSW 2000 GPO Box 5138 Sydney NSW 2001

T +61 (0) 2 8226 4500 F +61 (0) 2 8226 4501

www.rsm.com.au

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF

POLYMETALS RESOURCES LIMITED

Opinion

We have audited the financial report of Polymetals Resources Limited (the Company), which comprises the consolidated statement of financial position as at 31 January 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 period 30 September 2020 to 31 January 2021, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.

In our opinion, the accompanying financial report of the 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 31 January 2021 and of its financial performance for the period 30 September 2020 to 31 January 2021; and

• (ii) complying with Australian Accounting Standards – Reduced Disclosure Requirements 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 (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

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

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

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial report, which indicates that the Group incurred a net loss of $113,199 and had net cash outflows from operating and investing activities of $19,964 and $93,424 respectively during the period 30 September 2020 to 31 January 2021. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

THE POWER OF BEING UNDERSTOOD

AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036

==> picture [35 x 54] intentionally omitted <==

31

Liability limited by a scheme approved under Professional Standards Legislation

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 4] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 4] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the period 30 September 2020 to 31 January 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 accordingly we do not express any form of assurance conclusion thereon.

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

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

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards – Reduced Disclosure Requirements 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 have no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Report

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

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

RSM AUSTRALIA PARTNERS

C J HUME Partner

Sydney, NSW Dated: 14 April 2021

32