TECHGEN METALS LTD — Interim / Quarterly Report 2021

Mar 31, 2021

TECHGEN METALS LTD AND ITS CONTROLLED ENTITIES

A.B.N. 66 624 721 035

INTERIM FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2020

TECHGEN METALS LTD AND ITS CONTROLLED ENTITIES

A.B.N. 66 624 721 035

CONTENTS

Directors’ Report	1
Auditor's Independence Declaration	3
Consolidated Statement of Profit or Loss and Other Comprehensive Income	4
Consolidated Statement of Financial Position	5
Consolidated Statement of Changes in Equity	6
Consolidated Statement of Cash Flows	7
Notes to the Financial Statements	8
Directors' Declaration	19
Independent Auditor's Report	20

TECHGEN METALS LTD AND ITS CONTROLLED ENTITIES

A.B.N. 66 624 721 035 DIRECTORS' REPORT

Your directors present their report on TechGen Metals Ltd (“the Company”) and its controlled entities (“the Group”), for the half year ended 31 December 2020. The period of this interim financial report is for the period 1 July 2020 to 31 December 2020.

The names of the directors in office at any time during or since the end of the half year are:

Shaun Cartwright appointed: November 2018 resigned: December 2020 Andrew Jones appointed: February 2020 Ashley Hood appointed: February 2018 resigned: March 2019 re-appointed: February 2020 Maja McGuire appointed November 2020 Rick (Sathiaseelan) Govender appointed December 2020

The company secretary is Rick Govender.

The directors have been in office since the start of the half year to the date of this report unless otherwise stated.

Review of Operations and Principal Activities

The Group incurred a loss of $109,327 for the half year (2019: $6,371) relating mainly to administration costs incurred during the half year.

The principal activity of the Group during the financial year was the exploration and evaluation of mineral resources. There was no significant change in the Group’s state of affairs, other than those listed below.

Events Subsequent to Balance Date

The following event occurred subsequent to balance date:

• i. The group has undertaken a capital raise (the “offer”) via an IPO listing on the ASX. The group has lodged a prospectus on 17 February 2021 and if the offer is successful it is expected that shares will begin trading on the ASX prior to June 2021. The total shares to be issued under the offer are min. 25,000,000 at $0.20 being $5,000,000 or max. 30,000,000 at $0.20 being $6,000,000. Assuming a successful completion of the capital raise, the forecasted cash position of the group is $4,503,732 (min.) or $5,440,471 (max.). The timing of the offer dates, the amount raised by the offer and the specific terms of the other transactions as part of the offer as noted above, are subject to finalisation and may differ from the amounts disclosed above.

No other matters or circumstances have arisen since the end of the half-financial year which significantly affected or may significantly affect the operations of the Group, the result of those operations, or the state of affairs of the Group in future financial periods.

Likely Developments

Apart from those event listed above in Events Subsequent to Balance Date, the likely developments in the operations of the Group and the expected results of those operations in future financial periods have not been included in this report as the inclusion of such information is likely to result in unreasonable prejudice to the Group.

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DIRECTORS' REPORT

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.

Dividends and Share Options

No dividends were paid during the year and no recommendation is made as to the dividends. Refer to the Events Subsequent to Balance Date section above and Note 9 of the financial report for information in relation to share options.

Directors’ and Auditor’s Indemnification

No indemnities have been given or insurance premiums paid, during or since the end of the financial year, for any person who is or has been an officer or auditor of the Company.

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 on page 3.

Signed in accordance with a resolution of the Board of Directors:

---

Director

Dated this 17[th] day of February 2021

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U ’ C C UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF TECHGEN METALS LTD

I declare that, to the best of my knowledge and belief, during the half-year ended 31 December 2020, there have been no contraventions of:

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

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

This declaration is in respect of TechGen Metals Ltd and the entities it controlled during the half-year.

PKF BRISBANE AUDIT

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TIM FOLLETT PARTNER BRISBANE 17 FEBRUARY 2021

TECHGEN METALS LTD AND ITS CONTROLLED ENTITES

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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF YEAR ENDED 31 DECEMBER 2020

Half year ended 31 December 2020 Note $	Half year ended 31 December 2020 Note $	Half year ended 31 December 2019 $
Revenue Other income Expenses Administration costs 2 Profit / (loss) before income tax, attributable to members Tax expense 3 Profit / (loss) for the period, attributable to members Other comprehensive income Total other comprehensive income for the period, net of tax, attributable to members	- (109,327) (109,327) - (109,327) - (109,327)	- (6,371) (6,371) - (6,371) - (6,371)

The accompanying notes form part of these financial statements. Page 4

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2020

Note	As at 31 December 2020 $	As at 30 June 2020 $
ASSETS CURRENT ASSETS Cash and cash equivalents 4 Trade and other receivables 5 TOTAL CURRENT ASSETS NON CURRENT ASSETS Exploration and evaluation assets 6 TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables 8 TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES TOTAL NON CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS/(LIABILITIES) EQUITY Issued capital 9 Accumulated losses TOTAL EQUITY	232,508 193,391 425,899 12,889 12,889 438,788 42,508 42,508 - 42,508 396,280 1,152,559 (756,279) 396,280	209 1,446
		1,655
		-
		-
		1,655
		123,142
		123,142
		-
		123,142
		(121,487)
		675,465 (796,952)
		(121,487)

The accompanying notes form part of these financial statements. Page 5

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2020

Note Balance at 1 July 2019 Profit or / (loss) for the period Other comprehensive income for the period Total comprehensive income Transactions with owners, in their capacity as owners: Balance at 31 December 2019 Balance at 1 July 2020 Profit or / (loss) for the year Other comprehensive income for the year Total comprehensive income Transactions with owners, in their capacity as owners Shares issued 9 Share buy-back 9 Balance at 31 December 2020	Issued Capital Retained earnings / (Accumulated losses) Total $ $ $ 675,465 (453,925) 221,540 - (6,371) (6,371) - - -
	- (6,371) (6,371) - - -
	675,465 (460,296) (215,169)
	675,465 (796,952) (121,487) - (109,327) (109,327) - - -
	- (109,327) (109,327) - - - 627,094 - 627,094 (150,000) 150,000 -
	1,152,559 (756,279) 396,280

The accompanying notes form part of these financial statements. Page 6

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CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2020

	Half year ended 31 December 2020 $	Half year ended 31 December 2019 $
CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers Net cash provided by / (used in) operating activities 11 CASH FLOWS FROM INVESTING ACTIVITIES Payments for acquisition of tenements Net cash provided by / (used in) financing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares (net of costs) Net cash provided by / (used in) financing activities Net increase / (decrease) in cash held Cash at beginning of financial period Cash at end of financial period 4	- (381,906) (381,906) (12,889)	- (6,853) (6,853) - - - - (6,853) 7,062 209
	(12,889)
	627,094 627,094 232,299 209 232,508

The accompanying notes form part of these financial statements. Page 7

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NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2020

1 Statement of Significant Accounting Policies

The financial statements cover TechGen Metals Ltd and its controlled entities as a consolidated entity. TechGen Metals Ltd and its controlled entities is a company limited by shares, incorporated and domiciled in Australia and is a for profit entity for the purpose of preparing the financial statements.

Basis of Preparation

These general purpose financial statements for the interim half-year reporting period ended 31 December 2020 have been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 ‘Interim Financial Reporting’ .

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the financial report for the year ended 30 June 2020.

The financial statements were authorised for issue on 17 February 2021 by the directors of the company.

Accounting Policies

The same accounting policies and methods of computation adopted in the preparation of the interim financial report as consistent with those adopted in the Group’s report of the year ended 30 June 2020.

Going Concern

Notwithstanding the Group reporting an operating loss after tax of $109,327 (2019: $6,371) for the half year ended 31 December 2020, the financial statements have been prepared on a going concern basis as the Company’s directors are of the opinion that there are reasonable grounds to believe that the Group will be able to pay its debts as and when they fall due and payable.

The Group’s ability to continue as a going concern is dependent on the planned capital raising offer being successful (refer Events Subsequent to Balance Date note). The Directors believe that the current cash resources of the Group will not be sufficient to fund the planned execution of the Group’s principal activities and working capital requirements. Following completion of the offer, and under the minimum subscription raised, the Group expects a pro forma cash balance of $4,503,732 (at the maximum subscription: $5,440,471. The Directors have determined that these funds will be sufficient to allow for the exploration and evaluation activities in accordance with its current plans and to provide the necessary working capital to meet its commitments for a period of at least 24 months from the offer. The Group may also look to complete future equity offerings in order to raise additional capital as the business progresses.

In the event that the Group is unable to raise sufficient capital as contemplated by the offer, there is a material uncertainty as to whether the Group will be able to continue as a going concern, and therefore, whether it will be able to realise its assets and discharge its liabilities in the normal course of business at the amounts as stated in the Consolidated Statement of Financial Position. The Consolidated Statement of Financial Position does not include adjustments relating to the recoverability and classification of recorded asset amounts, or to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.

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NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2020

1 Statement of Significant Accounting Policies (cont’d)

Principles of Consolidation

The consolidated financial statements incorporate the assets, liabilities and results of TechGen Metals Ltd and all of the subsidiaries. TechGen Metals Ltd and its subsidiaries together are referred to in this financial report as the Group. The Group controls an entity when the Group 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 controlled entities is contained in Note 13 to the financial statements.

All inter-company balances and transactions between entities in the Group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the Group.

Financial Instruments

Initial Recognition and Measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either purchase or sell the asset (i.e. trade date accounting adopted).

Financial instruments are initially measured at fair value plus transactions costs except where the instrument is classified 'at fair value through profit or loss', in which case transaction costs are expensed to profit or loss immediately.

Classification and Subsequent Measurement

Financial instruments are subsequently measured at fair value, amortised cost using the effective interest rate method, or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties. Where available, prices quoted in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

Amortised cost is the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method.

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense item in profit or loss.

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NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2020

1

Statement of Significant Accounting Policies (cont’d)

Impairment of Assets

At the end of each reporting period, the company assesses whether there is any indication that an asset may be impaired. The assessment will include considering external and internal sources of information. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use to the asset's carrying amount. Any excess of the asset's carrying amount over its recoverable amount is recognised immediately in profit or loss unless the asset is carried at a revalued amount in accordance with another Standard. Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that Standard.

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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.

Trade and Other Payables

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

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 Tax Office (ATO).

Income Tax

The income tax expense (revenue) for the half year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to the profit or loss is the tax payable on taxable income. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax assets 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 outside profit or loss when the tax relates to items that are recognised outside profit or loss.

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

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

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NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2020

1

Statement of Significant Accounting Policies (cont’d)

Exploration and Evaluation Expenditure

Exploration, evaluation and development expenditure incurred is accumulated in respect of each separately identifiable area of interest. These costs are only carried forward where the right of tenure for the area of interest is current and to the extent that they are expected to be recouped through the successful development and commercial exploitation of the area, or alternatively sale of the area, or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Exploration and evaluation expenditure assets acquired in a business combination are recognised at their fair value at the acquisition date. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, the exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining development. Accumulated costs in relation to an abandoned area are written off in full against the result in the period in which the decision to abandon the area is made. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

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. Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options associated with the acquisition of a business are included as part of the purchase consideration.

Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days. The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

Critical Accounting Estimates and Judgments

The directors evaluate estimates and judgments 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 company.

Exploration and evaluation expenditure

The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgement in determining whether it is likely that future economic benefits are likely, which may be based on assumptions about future events or circumstances. Estimates and assumptions may change if new information becomes available. If after expenditure is capitalised information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalised is written off in the Consolidated Statement of Profit or Loss in the period when the new information becomes available.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2020

	31 December 2020 $	30 June 2020 $ - - - 6,371 - 6,371 (1,752) 1,752 - 209 209 1,446 - 1,446
2 Administration Costs Consultancy fees Directors fees Accounting fees Legal fees Others 3 Income Tax Expense Prima facie tax payable on profit before income tax at 26% (2019: 27.5%): Add: tax effect of: Tax losses not recognised as a deferred tax asset 4 Cash and Cash Equivalents Cash at bank 5 Other Receivables Other receivables Related party receivables *	56,215 - 34,500 15,094 3,518 109,327 (28,425) 28,425 - 232,508 232,508 41,594 151,793 193,391

• Receivables relate to costs incurred by the Group on behalf of the owners (Directors) of tenements which will be acquired as part of the capital raising offer (refer Events Subsequent to Balance Date).

6 Exploration and Evaluation Assets

Non-Current

Exploration and evaluation 12,889 -

In September 2020, the group incurred costs of $12,889 in relation to the acquisition of mining tenements being: E08/3269 at South Mt Boggola, Ashburton and E08/3276 at Mt Finn, Ashburton.

7 Tax

Deferred tax assets not brought to account, the benefits of which will only be realised if the conditions for deductibility set out in Note 1 occur:

Tax losses: operating losses 259,347 219,161

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NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2020

	31 December 2020 $	30 June 2020 $ 89,634 33,508 123,142 675,465 675,465
8 Trade and Other Payables Trade payables Related party payables 9 Issued Capital Fully paid ordinary shares	9,000 33,508 42,508 1,152,559 1,152,559

Ordinary shareholders participate in dividends in proportion to the number of shares held. At shareholder's meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

Capital Management

There are no externally imposed capital requirements. Management effectively manages the Group's capital by assessing the Group's financial risks and adjusting its capital structure in response to changes in these risks and in the market. There have been no changes in the strategy adopted by management to control the capital of the Group since the prior period.

Movements in issued capital Fully paid ordinary shares: At the beginning of the reporting period Shares issued during the period Shares cancelled Share buy back At the end of the reporting period**	31/12/2020 31/12/2020 30/06/2020 30/06/2020 No. $ No. $ 15,750,000 675,465 15,750,000 675,465 10,623,952 627,094 - - (10,000,000) - - - (500,000) (150,000) - -
	15,873,952 1,152,559 15,750,000 675,465

• During September 2020 a capital raising of 10,623,952 shares was undertaken, resulting in net proceeds of $627,094. The purpose of the capital raising was to secure funds for the costs associated with material capital raise (refer Events Subsequent to Balance Date). On 26 November 2020, there was a further reconfiguration to share capital with 10,000,000 promoter shares cancelled with 3,333,333 options issued in exchange.

** During the period, 500,000 shares previously issued to historical Canadian vendors were bought back by the Company for nil value, resulting in a decrease in capital and corresponding impact to retained earnings.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2020

31 December 2020 30 June 2020 $ $

10 Key Management Personnel and Related Party Transactions

Shareholdings – Ordinary shares

Shareholdings – Ordinary shares	Shareholdings – Ordinary shares	Shareholdings – Ordinary shares
The number of shares held by each director, including their personally related parties, in the company are set
out below:
SAR Capital atf SAR Family Trust	1,250,000	2,500,000
Benjamin Cooper atf Cooper Family Trust	-	1,625,000
Ashley Hood atf Hood Family Trust	-	500,000
Shareholdings - Options
The number of options held by each director, including their personally related parties, in		the company are
set out below:
SAR Capital atf SAR Family Trust	833,333	-
Benjamin Cooper atf Cooper Family Trust	541,667	-
Ashley Hood atf Hood Family Trust	166,666	-

In November 2020 the company reconfigured share capital with 10,000,000 promoter shares cancelled with 3,333,333 options issued in exchange, as agreed with the promoter from the previous unsuccessful IPO listing. The options have a strike price of $0.30 per option, exercisable over 3 years from the date of listing.

Transactions with related parties:

At balance date an amount of $25,000 is owed to former Director Benjamin Cooper and an amount of $8,508 to former Director Shaun Cartwright.

At balance date an amount of $126,754 is owed from Ashley Hood relating to exploration costs and an amount of $25,039 from Andrew Jones relating to exploration costs to be settled by way of tenement acquisition as part of the capital raise offer.

There were no other related party transactions in the year.

Key Management Personnel:

Key management personnel consist of the Directors. $Nil remuneration was paid to key management personnel during the current year (PY: nil).

11 Cash Flow Information

Reconciliation of cash flow from operations with profit / (loss) after income tax Profit/(Loss) after income tax Non-cash and non-operating items in profit Changes in operating assets and liabilities: (Increase) / Decrease in trade and other receivables Increase / (Decrease) in trade and other payables Net cash inflow / (outflow) from operating activities	(109,327) - (191,945) (80,634) (381,906)	(6,371) - (482) -
		(6,853)

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NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2020

31	December
	2020	30	June	2020
	$		$

12 Financial Risk Management

The Group's financial instruments consist mainly of accounts with banks, other receivables and payables.

The totals for each category of financial instruments, measured in accordance with accounting policies in Note 1 to these financial statements are as follows:

Financial Assets Cash and cash equivalents Other receivables Related party receivables Total Financial Assets Financial Liabilities Trade payables Related party payables Total Financial Liabilities	232,508 41,597 151,793 425,899 9,000 33,508 42,508	209 1,446 - 1,655 89,634 33,508 123,142

Financial Risk Management Policies

The directors' overall risk management strategy seeks to assist the company in meeting its financial targets, whilst minimising potential adverse effects on financial performance. Risk management policies are approved and reviewed by the Board of Directors on a regular basis. These included the credit risk policies and future cash flow requirements.

Specific Financial Risk Exposures and Management

The main risk the Group is exposed to through its financial instruments is liquidity risk. There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the objectives, policies and process for managing these risks from the prior period.

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 preparing forward-looking cash flow analyses in relation to its operational, investing and financing activities and obtaining funding from a variety of sources. An undiscounted contractual maturity analysis for financial liabilities is noted below. The timing of cash flows presented in the table to settle financial liabilities reflects the earliest contractual settlement dates.

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NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2020

12 Financial Risk Management (cont’d)

Trade and sundry payables are expected to be paid as follows:

Less than 6 months	31 December 2020 $ 42,508 42,508	30 June 2020 $ 123,142 123,142

Net Fair Values

The fair values of financial assets and financial liabilities are presented in the following table and can be compared to their carrying values as presented in the statement of financial position. Fair values are those amounts at which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction.

Fair values derived may be based on information that is estimated or subject to judgment, where changes in assumptions may have a material impact on the amounts estimated. Areas of judgment and the assumptions have been detailed below. Where possible, valuation information used to calculate fair value is extracted from the market, with more reliable information available from markets that are actively traded. In this regard, fair values for listed securities are obtained from quoted market bid prices. Where securities are unlisted and no market quotes are available, fair value is obtained using discounted cash flow analysis and other valuation techniques commonly used by market participants.

Financial Assets Cash and cash equivalents Other receivables Related party receivables Total Financial Assets Financial Liabilities Trade and other payables Related party payables Total Financial Liabilities	31 December 2020 30 June 2020 Carrying Amount Net Fair Value Carrying Amount Net Fair Value $ $ $ $ 232,508 232,508 209 209 41,597 41,597 1,446 1,446 151,793 151,793 - - 425,899 425,899 1,655 1,655 9,000 9,000 89,634 89,634 33,508 33,508 33,508 33,508 42,508 42,508 123,142 123,142

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NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2020

13 Controlled Entities

			Ownership	Ownership
	Country of	Class of	2020	2019
Name of Entity	incorporation	shares	%	%
Parent entity
TechGen Metals Ltd	Australia
Controlled entities
ICRL Ontario Limited	Canada	Ordinary	100	100
ICRL Operations Pty Ltd	Canada	Ordinary	100	100

14 Events Subsequent to Balance Date

The following event occurred subsequent to balance date:

• i. The group has undertaken a capital raise (the “offer”) via an IPO listing on the ASX. The group has lodged a prospectus on 17 February 2021 and if the offer is successful it is expected that shares will begin trading on the ASX prior to June 2021. The total shares to be issued under the offer are min. 25,000,000 at $0.20 being $5,000,000 or max. 30,000,000 at $0.20 being $6,000,000. Assuming a successful completion of the capital raise, the forecasted cash position of the group is $4,503,732 (min.) or $5,440,471 (max.). The timing of the offer dates, the amount raised by the offer and the specific terms of the other transactions as part of the offer as noted above, are subject to finalisation and may differ from the amounts disclosed above.

No other matters or circumstances have arisen since the end of the half-financial year which significantly affected or may significantly affect the operations of the Group, the result of those operations, or the state of affairs of the Group in future financial periods.

15 Company Details

The registered office of the Company is:

TechGen Metals Ltd 8 Washington Place Stretton Qld 4116

The principal place of business is same as above.

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NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2020

16 Commitments and Contingencies

During September 2020, the group has acquired 2 exploration tenement licences and as part of the IPO listing capital raise offer will acquire a further 8 tenements. The exploration licences included in the projects require minimum spending on exploration of $226,000.

As noted in the Events Subsequent to Balance Date note, subsequent to the half-year ended 31 December 2020 the group has undertaken a capital raise (the “offer”) via an IPO listing on the ASX. The offer has total anticipated expenses of $792,037 (maximum) and $728,777 (minimum), of which $705,889 are unpaid commitments as at 31 December 2020 for services subsequent to 31 December 2020. Of the total anticipated expenses of the offer, $221,577 are payable in cash for services subsequent to 31 December 2020 and are payable even if the offer is not successful. As at 31 December 2020, the group has $232,508 in available cash.

The group does not have any other commitments, including leases or contingencies.

Page 18

TECHGEN METALS LTD AND ITS CONTROLLED ENTITES

A.B.N. 66 624 721 035

DIRECTORS' DECLARATION

In the directors’ opinion:

• (a) the financial statements and notes, as set out on pages 4 to 18 are in accordance with the Corporations Act 2001 including:

• (i) complying with Australian Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

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

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

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

Director:

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Dated this 17[th] day of February 2021

Page 19

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INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF TECHGEN METALS LTD

Report on the Half-Year Financial Report

Opinion

We have audited the accompanying half-year financial report of TechGen Metals Limited (the Company), which comprises the consolidated statement of financial position as at 31 December 2020, and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year ended on 31 December 2020 and 31 December 2019, ’ declaration of the company and the consolidated entity, comprising the company and the entities it controlled at the half- ’ -year.

In our opinion the half-year financial report of TechGen Metals Ltd is in accordance with the Corporations Act 2001 , including:

• (a) giving a true and fair view of the consolidated e ’ 2 2 , and of its performance for the half-year ended on 31 December 2020 and 31 December 2019; and

• (b) complying with the Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those ’ Half-Year Financial Report section of our 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 consolidated entity incurred a net loss of $109,327 during the half-year ended 31 December 2020. As stated in Note 1, these events or conditions, along with other matters set forth in Note 1, indicate that a material uncertainty exists that may ’ consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this matter.

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Independence

We are independent of the consolidated entity in accordance with the Corporations Act 2001 and the ethical q ’ Code of Ethics for Professional Accountants (including Independence Standards) (the code) that are relevant to our audit of the half-year financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

’ ies for the Half-Year Financial Report

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

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

’ ies for the Audit of the Half-Year Financial Report

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

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the half-year financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of ’

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

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• C ’ based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our ’ ort to the related disclosures in the half-year financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to ’ H tions may cause the consolidated entity to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the half-year financial report, including the disclosures, and whether the half-year financial report represents the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, action taken to eliminate threats or safeguards applied.

PKF BRISBANE AUDIT

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TIM FOLLETT PARTNER

BRISBANE

17 February 2021