WESTERN MINES GROUP LTD

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(Formerly known as Western Mines Group Pty Ltd) ACN 640 738 834

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ANNUAL REPORT 30 JUNE 2021

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Corporate Directory 30 June 2021

Directors	Mr Rex Turkington (Non-Executive Chairman)
	Dr Caedmon Marriott (Managing Director)
	Mr Paul Burton (Non-Executive Director)
	Mr Francesco Cannavo (Non-Executive Director)
Company Secretaries	Mr Lee Tamplin
	Ms Elizabeth Spooner
Registered Ofce	Level 3, 33 Ord Street,
	West Perth WA 6005
Principal Place of Business	Level 3, 33 Ord Street,
	West Perth WA 6005
	Tel: +61 475 116 798
	Email: [email protected]
Share Register	Automic Group,
	Level 5, 126 Phillip Street
	Sydney NSW 2000
	Tel: 1300 288 664
Auditor	HLB Mann Judd (Vic) Partnership
	Level 9, 575 Bourke Street
	Melbourne VIC 3000
Solicitors	Moray & Agnew Lawyers
	Level 6, 505 Collins Street,
	Melbourne VIC 3000
Stock Exchange Listing	Western Mines Group Ltd shares are listed on the Australian Securities Exchange
	(ASX code: WMG)

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

Letter from the Chairman

Dear Shareholders,

I am very pleased to present WMG’s first Annual Report, covering the period from the Company’s incorporation on 6 May 2020 to financial year end 30 June 2021. It has been a successful period for the Company culminating in our Initial Public Offering (IPO) and subsequent listing on the Australian Securities Exchange (ASX) in July 2021, just after the period end.

There is a long list of people to thank who have all played an invaluable role in the process, so thank you to everyone on behalf of the Board. Thank you as well to our seed shareholders and a warm welcome to all our new shareholders who took part in the IPO.

I believe the Company has assembled a very exciting collection of gold and base metal exploration projects, all 100% owned by WMG and all located in Western Australia. Having been able to raise our maximum target of $5.5m during the IPO (issuing 27.5m new shares at $0.20/share) the Company is now well set to ramp up our planned high-impact exploration campaign across each of the project areas. A lot of this work is now in full swing and I anticipate significant news flow over the next 6 to 12 months.

The Board looks forward to updating shareholders on the results of our exploration activities as we progress and continuing to strive to create significant value in the Company for all stakeholders.

Your faithfully,

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Rex Turkington Non-Executive Chairman

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

Review of Operations

Western Mines Group Ltd (WMG or Company) ( ASX:WMG ) is pleased to provide shareholders with the following Review of Operations to end of financial year 30 June 2021.

After completing the acquisition of an exciting portfolio of exploration projects in November 2020, WMG’s principal focus during the period was the preparation of the Company for an initial public offering on the ASX. The Company lodged an IPO Prospectus on 7 May 2021 and subsequently completed the capital raise in June 2021 with the offer oversubscribed at the top end of the $4.5m to $5.5m range. The Company issued 27.5m new shares at $0.20/share for the maximum amount of $5.5m and listing was successfully achieved shortly after the period end, with the Company being admitted to the ASX Official List on 16 July 2021, with shares commencing trading from 20 July 2021.

During the year the Company completed a multitude of early stage technical work across the exploration portfolio to lay the ground work for a ramp up in exploration activity upon listing. This preparation has paid off with exploration now in full swing across a number of the Company’s projects after the period end. A summary of WMG’s projects, recent exploration work and forward plans is given below.

Project Overview

WMG holds a collection of 8 exploration projects, each 100% owned, focused on gold, base and battery metals and all located on a number of Western Australia’s major mineral belts.

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Figure 1: Map of WMG Project Locations

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

The Company’s flagship project is the Mulga Tank Ni-Cu-PGE Project, a major dunite intrusive found on the under-explored Minigwal Greenstone Belt. Previous work shows significant evidence for a working sulphide mineral system and the project is considered highly prospective for Ni-Cu-PGE mineralisation.

WMG’s other major projects are Melita (Au, Cu-Pb-Zn), midway between Kookynie and Leonora in the heart of the WA Goldfields and Jasper Hill (Au), with numerous prospective gold trends extending from the adjacent Lord Byron and Fish historical gold mines.

Mulga Tank

The Mulga Tank Project comprises exploration licence E39/2132 and exploration licence application E39/2223, covering approximately 113km[2] of the southern end of the Minigwal Greenstone Belt, 190km east-northeast of Kalgoorlie. The Minigwal Greenstone Belt is a NNW trending linear sequence of predominantly mafic and ultramafic lithologies with a strike of approximately 40km. The belt is very under explored due to the presence of shallow sand cover. Tenement E39/2132 contains the entire Mulga Tank Dunite Intrusion, a major ultramafic intrusion and a key feature of the area, considered highly prospective for Ni-Cu-PGE magmatic sulphide mineralisation.

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Figure 2: Minigwal Greenstone Belt and Mulga Tank Tenement Areas

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

The Minigwal Belt and Mulga Tank dunite was first identified by BHP in the 1980’s, whilst the most recent exploration work by Impact Minerals (ASX:IPT) (2013-2016) demonstrated a working Ni-Cu-PGE magmatic sulphide mineral system, with sulphide intersections observed within 8 diamond drill holes drilled to test several EM geophysical anomalies - including 2m at 1.3% Ni and 0.25m at 3.75% Ni, 0.7% Cu and 0.7g/t PGE ( see Western Mines Group Ltd Prospectus, 7 May 2021 ). This exciting work, confirming a sulphide mineral system with a parent magma reaching sulphur saturation and precipitating high-tenor Ni-sulphides, greatly enhances the prospectivity of the intrusion.

During the reporting period Atlas Geophysics completed a high-resolution ground gravity survey at the project, with 1,375 station readings taken over approximately 46km[2] . This survey, combined with previous work by Impact, gives complete 200m x 200m coverage over the whole ultramafic intrusion, with a number of areas of interest infilled down to 100m x 100m spacing. This new dataset offers 2 to 4 times better resolution than previous work and will primarily be used as a mapping tool to better understand the dunite intrusion. 3D inversion modelling is now planned to model the intrusion in far greater detail than previously known, in particular to help map the basal contact of the intrusion, with the aim of finding vertically plunging denser feeder zones or vents that can occur beneath ultramafic bodies and/or deeper channel zones that can be sites for the deposition of major Ni-Cu-PGE deposits.

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Figure 3: Mulga Tank High-Resolution Gravity Survey Results (BA267 1VD NEshade NL)

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

Using the results of the gravity survey and historical data WMG has designed a high-resolution Moving Loop Electromagnetic (MLEM) survey across the intrusion to explore for buried electromagnetic bedrock conductors that could be associated with deposits of massive Ni-Cu-PGE sulphides ( see Geophysical Surveys to Unlock Mulga Tank Ni-Cu-PGE Project, ASX 25 August 2021 ). The Company has engaged GEM Geophysics to undertake the MLEM survey using their high-powered, very low frequency system and Jessy Deep HTS SQUID sensor.

WMG intends to survey the entire intrusion at 200m line spacing, with 100m station spacing along lines and line orientation optimized perpendicular to interpreted structure. The optimized line orientation of WMG’s planned survey should better resolve bedrock conductors, in conjunction with the highpowered, very low frequency system. This should offer greater detail, and greater potential to detect bedrock conductors, compared to previous surveys in 2013 at 400m line spacing with a lower powered system.

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Figure 4: WMG Mulga Tank MLEM Survey Plan at 200m Line Spacing

These geophysical programs are being managed by Russell Mortimer at Southern Geoscience Consultants, who has used combined gravity and ground EM techniques to great effect in similar covered terrain down at Legend Mining’s (ASX:LEG) Mawson discovery, approximately 140km southeast of Mulga Tank.

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

Melita

The Melita Project comprises exploration licence E40/379, covering an area of approximately 105km[2] . The project is located 20km south-southeast of Leonora and to the north of the Kookynie, Niagara and Orient Well-Butterfly gold mining centres, in the heart of the WA Goldfields. The Kookynie area has seen recent upswing in exploration activity, with WMG’s Melita Project surrounded by the likes of Genesis Minerals (ASX:GMD), Saturn Metals (ASX:STN), Azure Minerals (ASX:AZS), KIN Mining (ASX:KIN) and the recently listed Mt Malcolm Mines (ASX:M2M).

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Figure 5: Melita Project Location

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

During the period WMG completed ASTER and Landsat based satellite remote sensing work over the Melita Project area, along with a review of historical exploration, in preparation for the commencement of field exploration programs upon listing ( see Major Field Program Commences at Melita, ASX 11 August 2021 ). The historical review highlights the tenement area to be prospective for both gold (Au) and copper-lead-zinc (Cu-Pb-Zn) VMS-style mineralisation; whilst the satellite remote sensing identified 19 target areas with favourable alteration signatures. Several of these target areas are associated with major regional structures and/or with evidence of historical workings.

In June the Company visited the Melita Project to ground-truth a number of the satellite based targets, along with mapping of the historical Princess Melita gold workings. After the end of the period WMG has now completed extensive soil sampling and ground magnetic surveys as the first phase of a field exploration program over the Princess Melita and Airstrip Cu-Pb-Zn Gossan areas ( see Completion of Initial Field Program at Melita, ASX 16 September 2021 ).

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Figure 6: Melita ASTER and Landsat Based Satellite Remote Sensing Work

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

Rock of Ages

The Rock of Ages Project comprises prospecting licence P38/4203 and is located approximately 32km southeast of Laverton. The project lies on the Laverton Greenstone Belt, around 4.5km south of the historical Burtville Mining Centre and is surrounded by Focus Minerals (ASX:FML) Laverton Gold Project, with the neighbouring deposits of Burtville (206,000oz at 0.96g/t Au) and Karridale (1.19Moz at 1.33g/t Au) within a 5km radius. The tenement contains the historical Rock of Ages workings, a series of shallow mine workings over approximately 450m strike, associated with quartz veining and ferruginous cherts, within mafic schists. Historical records indicate 2,074oz Au was mined from the workings between 1902 and 1911 at an average grade of 50g/t Au.

During the year WMG completed its first visit to the Rock of Ages Project and mapped the extensive historical workings. We were also able to locate 7 historical reverse circulation (RC) drill holes drilled by Esmeralda Exploration in 1985, which was fortunate as the WAMEX report (A17850) doesn’t list collar locations. Esmeralda attempted to drill underneath the historical workings with 7 RC holes drilled to a maximum depth of 50m and average depth of 42m. This was largely ineffective, either encountering mined out stopes down to a vertical depth of approximately 35m or ending in the hanging wall before reaching the target mineralised horizon.

Based on the field observations and modelling the historical Esmeralda drilling WMG planned an initial RC drill program to test beneath the main central cluster of shafts, workings and extensive mullock dumps ( see Rock of Ages RC Drilling Mobilisation, ASX 27 August 2021 ). This drilling program was undertaken after the period end ( see Completion of Rock of Ages RC Drilling, ASX 9 September 2021 ) with 5 RC holes drilled to a maximum depth of 150m, for a total of 654m.

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Figure 7: The Company’s Maiden Drilling Program at Rock of Ages

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

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Figure 8: Schematic 3D Image Showing North-South Trend of Rock of Ages Workings and Planned WMG Drill Holes Beneath the Main Shaft Area (red)

WMG was encouraged by the field observations during the drilling program. The drilling predominantly intersected sheared felsic volcanics, which were often heavily weathered down to approximately 70-80m. An increased depth of weathering can often be associated with areas of mineralisation within the Eastern Goldfields of WA. In fresh rock, within the target horizon, quartz veining and zones of disseminated pyrite and arsenopyrite were observed in every hole, within the silicified, sheared felsic volcanic unit. Samples have been delivered to the laboratory for geochemical analysis and results are anticipated in 5 to 6 weeks.

Jasper Hill

The Jasper Hill Project comprises exploration licence application E39/2079 and prospecting licence application P39/6267. The project is located approximately 80km southeast of Laverton and covers part of the poorly exposed Merolia Greenstone Belt, a NNW trending belt, up to 20km wide, that can be traced over 110km in a SSE direction from the Burtville Mining Centre. The project area is lightly explored, due to being partly under shallow cover, but is contiguous to the historic producing mines of Lord Byron (160,000oz at 1.0g/t Au) immediately to the south and Fish (87,000oz at 4.1g/t Au), to the east. The basalt, BIF and ferruginous chert sequence hosting the Lord Byron deposit extends into the southern portion of the tenement.

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

Limited work was completed during the reporting period, other than collation of historical WAMEX reports, whilst tenement E39/2079 remained in application. The tenement was subsequently granted after the end of the period on 28 July 2021, coincidentally on the same day WMG pegged neighbouring prospecting licence application P39/6267 ( see Jasper Hill Gold Project Tenement Grant and Project Expansion, ASX 2 August 2021 ). As exploration now begins to start at Jasper Hill it is envisaged this area will emerge to become the Company’s principal gold project.

Pavarotti

The Pavarotti Project comprises exploration licence E77/2478 and exploration licence application E77/2746. The project is located approximately 50km north-northeast of Southern Cross and lies on the western side of the Koolyanobbing Greenstone Belt, a northwest trending sequence of mafic and ultramafic volcanic and intrusive rocks with lesser sediments intercalated with BIF horizons forming prominent ridges. The BIF horizons have been exploited since the 1960s, with several open pit iron ore mines that are currently owned by Mineral Resources (ASX:MIN).

The western basal ultramafic sequence of the Koolyanobbing Greenstone Belt has been explored intermittently for nickel sulphide mineralisation since the 1970s, with nickel gossans and Kambaldastyle channel hosted nickel sulphide mineralisaton in komatiite ultramafic volcanics first identified by BHP. This work mostly focused on the Jocks Dream deposit located between WMG’s tenements E77/2478 and E77/2746, but also identified the Pavarotti and Jocks Fury Prospects within E77/2746.

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Figure 9: Pavarotti Tenement Areas

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

The basal ultramafic units running through WMG’s project area demonstrate many encouraging indicators for potential Ni-Cu-PGE mineralisation, such as surface gossans and nickel sulphide mineralisation observed in drilling. For example, hole H202 drilled at Jock’s Fury gossan, within WMG’s tenement application E77/2746, finished with 4.6m @ 1.3% Ni from 42.7m to end of hole, with no further follow up work. A lot of the historical exploration work was ineffective, the majority of the historical ground EM surveying across the Pavarotti Project was conducted in 1998, with some follow up in 2008. WMG intends to improve this work using modern higher powered geophysical techniques and then drill test targets identified.

Youanmi

The Youanmi Project comprises exploration licence E57/1119 and prospecting licence P57/1450. The project is located 70km southwest of Sandstone and lies on the eastern side of the Youanmi Greenstone Belt, along the major Youanmi Shear. The Youanmi Shear is the principal feature of the region, north-north-easterly trending crustal scale feature, at least 200km long and 1km wide in the Youanmi area, which represents a major structural division of the Yilgarn Craton. Locally the Youanmi Shear separates the Youanmi Greenstone Belt to the west and the Yuinmery Greenstone Belt to the east.

The tenements are just 2km to 7km from the historic Youanmi Gold Mining Centre, which has produced over 600,000oz of gold since its discovery in the late 1800’s, currently owned by Rox Resources (ASX:RXL) and Venus Metals (ASX:VMC). The area has seen a resurgence in exploration activity with the recent discovery of the high-grade Penny North (ASX:RMS) and Grace (ASX:RXL) deposits along the Youanmi Shear.

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Figure 10: Youanmi Tenement Areas

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

Broken Hill Bore

The Broken Hill Bore Project comprises exploration licence E31/1222 and is located approximately 160km northeast of Kalgoorlie, near Edjudina. The Edjudina region hosts a number of significant gold deposits such as Northern Star’s (ASX:NST) Carosue Dam Project, the Edjudina Gold Camp, 9km south of the project and the Patricia workings along strike. The Yarri and Porphyry Gold Camps are located in the Murrin Domain 18km to the west and the Deep South Deposits in the Linden Domain to the north east.

A review of historical WAMEX reports was undertaken during the period and an initial site visit and field exploration work is planned during the current year.

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Figure 11: Broken Hill Bore Tenement Area

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

Pinyalling

The Pinyalling Project comprises exploration licence application E59/2486 covering 55km[2] . The project is located approximately 25km NW of Paynes Finds and lies at the south-eastern end of the YalgooSingleton Greenstone Belt, within an area known as the Warriedar Fold Belt that comprises a folded sequence of gabbro and dolerite intercalated with basalt, ultramafics, sediments and BIF. The Warriedar Fold Belt hosts a number of historic gold workings at the Pinyalling Mining Centre, 3km north of the tenement area, as well as the Baron Rothschild prospect drilled by Thundelarra Exploration during the 1990s.

Limited previous exploration has been conducted within the area of E59/2486, but geological mapping, soil geochemistry and rock chip sampling suggests the tenement could contain previously unrecognised extensions of the Yalgoo-Singleton Greenstone Belt and Warriedar Fold Belt.

No work was undertaken on the project during the quarter whilst the tenement remains in application. During the quarter the outline for the proposed Thundelarra National Park was refined and finalised, resulting in a significant portion of the tenement now falling outside the park. WMG is considering the best route forward with the project following this positive news.

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Figure 12: Pinyalling Tenement Area

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Directors' Report 30 June 2021

Directors’ Report

The directors present their report, together with the financial statements, on the company for the period ended 30 June 2021.

Directors

The following persons were directors of the company during the whole of the financial period and up to the date of this report, unless otherwise stated:

Mr Rex Turkington (Non-Executive Chairman) appointed 28 October 2020

Dr Caedmon Marriott (Managing Director) appointed 26 March 2021

Mr Paul Burton (Non-Executive Director) appointed 28 October 2020

Mr Francesco Cannavo (Non-Executive Director) appointed 6 November 2020

Mr Matthew Leonard (Non-Executive Director) appointed 6 May 2020 and resigned 5 November 2020

Principal Activities

exploration and development of its tenement assets; and
working towards the company's admission on the ASX, which was completed on 20 July 2021.

Dividends

Operating Results and Financial Position

During the year, the company made a loss after providing for income tax of $902,949. The focus of the company during the year was the acquisition of various mineral exploration projects in Western Australia and the subsequent preparation of the company for an Initial Public Offering and listing on the Australian Securities Exchange. A description of the company’s mineral exploration projects was detailed in the Review of Operations prior to the Directors’ Report.

As at the year end 30 June 2021 the Company held cash and cash equivalents of $335,490.

The company was incorporated on 6 May 2020.

On 12 April 2021, the company completed its conversion to a public company and changed its name to Western Mines Group Ltd.

During the period the company issued the following fully paid ordinary shares:

A total of 14,255,001 fully paid ordinary shares raising a total of $831,501;
A total of 1,400,000 fully paid shares valued at $140,000 in relation to the acquisition of tenements;
A total of 495,000 fully paid ordinary shares valued at $49,500 to key management personnel as part of their remuneration; and
A total of 150,000 fully paid ordinary shares valued at $30,000 were issued to the IPO lead manager.

During the period, the company has also issued a total of 20,400,000 options over fully paid ordinary shares.

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Directors' Report 30 June 2021

There were no other significant changes in the state of affairs of the company during the financial period, other than those outlined in the review of operations.

Matters Subsequent to the End of the Financial Period

On 20 July 2021, the company was officially admitted to the Australian Securities Exchange, raising $5,500,000 before costs upon the issue of 27,500,000 fully paid ordinary shares valued at 20 cents per share.

On 2 August 2021, the company announced that its application for E39/2079 was granted.

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

Likely Developments and Expected Results of Operations

Information on likely developments in the operations of the company 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 company.

Environmental Regulation

The entity hold interests in a number of exploration tenements. The various authorities granting such tenements require the tenement holder to comply with the terms of the grant of the tenement and all directions given to it under those terms of the tenement. There have been no known breaches of the tenement conditions and no such breaches have been notified by any government agency during the period ended 30 June 2021.

Information on Directors

Name:

Rex Turkington

Non-Executive Chairman (appointed 28 October 2020)

Title: Non-Executive Chairman (appointed 28 October 2020) Qualifications: Rex holds a First Class Honours degree in Economics, is a Graduate of the Australian Institute of Company Directors (GAICD) and is an Associate of the Financial Services Institute of Australia (AFINSIA).

Experience and Expertise: Rex Turkington is a highly experienced Corporate Advisor and Economist who has worked extensively in the Financial Services and Stockbroking Industry in Australia, specialising in the natural resources sector. Rex has extensive experience with equities, derivatives, foreign exchange and commodities and has participated in numerous Initial Public Offerings and Capital Raisings for ASX listed companies. Currently Rex is Managing Director of South Pacific Securities, an Advisory Company, offering Corporate Finance and Investor Relations advice to Listed Companies. He was previously Chairman of ASX oil and gas explorer Key Petroleum Ltd (ASX:KEY) and Non-Executive Director of TNG Ltd (ASX:TNG), developing the world class Mt Peake V-Ti-Fe Project in the Northern Territory. Other Current Directorships: Nil

Other Current Directorships:

Former Directorships (last 3 years): Key Petroleum (ASX:KEY) (resigned August 2020) and TNG Ltd (ASX:TNG) (resigned March 2019) Interests in Shares: Nil Interests in Options: 4,000,000 options over ordinary shares

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Directors' Report 30 June 2021

Name:	Dr Caedmon Marriott
Title:	Managing Director (appointed 26 March 2021)
Qualifcations:	Caedmon graduated with MSci (Geological Sciences) and MA (Natural
	Sciences – Geology) from the University of Cambridge, has obtained a PhD
	in Earth Sciences from the University of Oxford and is also a Chartered
	Financial Analyst. Caedmon is a member of the Australasian Institute of
	Mining and Metallurgy (MAusIMM) and the Australian Institute of
	Geoscientists (MAIG).
Experience and Expertise:	Caedmon has over 18 years’ experience in mineral exploration and equity
	capital markets, in various roles across geological exploration, fund
	management, mining project evaluation and corporate fnance. Caedmon
	was previously Managing Director of Western Australian gold and nickel
	explorer Aldoro Resources (ASX:ARN) and prior to that Managing Director
	of private exploration company Hanno Resources, responsible for
	establishing and managing the company’s frontier exploration in Western
	Sahara. Prior to Hanno Resources, Caedmon worked as a buy-side mining
	analyst at GLG Global Mining Fund, Och-Zif Capital and JPMorgan Natural
	Resources Fund, and in mining corporate fnance and equity research with
	Ambrian Partners and GMP Securities.
Other Current Directorships:	Nil
Former Directorships (last 3 years):Managing Director, Aldoro Resources Ltd (ASX:ARN) (November 2019 to
	November 2020) and Non-Executive Director, Golden Mile Resources Ltd
	(ASX:G88) (January 2020 to August 2021)
Interests in Shares:	500,000 fully paid ordinary shares
Interests in Options:	3,000,000 options over ordinary shares
Name:	Paul Burton
Title:	Non-Executive Director (appointed 28 October 2020)
Qualifcations:	Paul is a graduate of the Australian Institute of Company Directors (GAICD),
	a fellow of the Association of Applied Geochemists (FAAG), a member of
	the Australasian and Canadian Institutes of Mining and Metallurgy
	(MAusIMM, MCIM) and a member of the British Institute of Directors (MIoD).
Experience and Expertise:	Paul is currently the Managing Director and CEO of TNG Limited, an ASX
	listed resources company (ASX:TNG) focused on developing the world class
	Mt Peake V-Ti-Fe Project in the Northern Territory. A commercially astute
	Manager, Director and Geologist, Paul has developed a successful career
	spanning 30 years in exploration and mining for a range of diferent
	commodities throughout Australia and internationally. His track record
	includes involvement in signifcant mineral discoveries for diamonds, gold,
	copper, iron, zinc, lead and strategic metals including vanadium and
	titanium. An accomplished leader, having managed successful mineral
	exploration and feasibility study programs, trained geologists in advanced
	exploration techniques and held senior and executive roles at Anglo
	American/De Beers Ltd, Normandy Mining Ltd (Newmont) and Minotaur
	Exploration (ASX:MEP). In addition Paul has been instrumental in securing

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Directors' Report 30 June 2021

Directors' Report 30 June 2021
	world class support for the commercialisation of TNG’s proprietary TIVAN
	technological hydrometallurgical process, and was instrumental in the TNG
	spin-of of ASX listed Todd River Resources (ASX:TRT)
Other current Directorships:	Managing Director and CEO, TNG Limited (ASX:TNG)
Former Directorships (last 3 years):Non-Executive Director, Todd River Resources Limited (ASX:TRT) (resigned
	January 2019)
Interests in Shares:	Nil
Interests in Options:	4,000,000 options over ordinary shares
Name:	Francesco Cannavo
Title:	Non-Executive Director (appointed 28 October 2020)
Experience and Expertise:	Francesco is an experienced public company director with signifcant
	business and investment experience working with companies operating
	across various industries, including in particular mining exploration
	companies, and has been instrumental in assisting several listed and
	unlisted companies achieve their growth strategies through the raising of
	investment capital and the acquisition of assets.
Other current Directorships:	Non-Executive Director, Golden Mile Resources Ltd (ASX:G88), I-Global
	Holdings Limited (NSX:IGH)
Former Directorships (last 3 years):Non-Executive Director, Magnum Mining and Exploration Limited
	(ASX:MGU) (resigned 10 March 2021), Non-Executive Director, Lifespot
	Health (ASX:LSH) (resigned 20 July 2021)
Interests in Shares:	3,000,001 fully paid ordinary shares
Interests in Options:	3,000,000 options over ordinary shares

"Other Current Directorships” quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

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

Company Secretaries

Justyn Stedwell acted as company secretary until 7 May 2021 when Lee Tamplin and Elizabeth Spooner became the company's joint company secretaries.

Lee Tamplin has almost 20 years’ experience in a variety of roles covering investment management, financial services and corporate governance in both Australia and the UK. Lee is currently Company Secretary for a number of ASX listed and unlisted public and private companies across a range of industries. Lee has a Degree in Financial Services, a diploma in Financial Planning and is a Graduate of the Australian Institute of Company Directors Course. He is also a member of the Governance Institute of Australia. Prior to joining Automic, Lee was a Senior Client Relationship and Business Development Manager for a global share registry.

Lee is Company Secretary of the following ASX listed companies: Acrow Formwork and Construction Services Limited (ASX:ACF), Cellmid Limited (ASX:CDY), Netccentric Limited (ASX:NCL), North Stawell Minerals Limited (ASX:NSM), Prospect Resources (ASX:PSC) and Pureprofile Limited (ASX:PPL).

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Directors' Report 30 June 2021

Elizabeth Spooner is an experienced governance and compliance professional who works closely with a number of boards of both listed and unlisted public companies in her role at Automic Group. She holds a double degree in Bachelor of Business Administration and Bachelor of Arts majoring in Human Resources, and a Graduate Diploma of Applied Corporate Governance from the Governance Institute. Elizabeth is in the final stages of completing her Juris Doctor degree from Australian National University.

Elizabeth is currently Company Secretary of ASX listed company Shekel Brainweigh Ltd (ASX: SBW).

Meetings of Directors

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

	Full Board
	Attended	Held
Rex Turkington	3	3
Caedmon Marriott	3	3
Paul Burton	3	3
Francesco Cannavo	3	3

Remuneration Report (Audited)

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

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

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

Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional information
Additional disclosures relating to key management personnel

Principles Used to Determine the Nature and Amount of Remuneration

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

competitiveness and reasonableness
acceptability to shareholders
performance linkage / alignment of executive compensation
transparency

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Directors' Report 30 June 2021

All of the directors of the company were not entitled to receive any remuneration until 1 July 2020. However Caedmon Marriott was paid as a consultant for management and exploration services prior to listing at a daily rate of $800.

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

focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value
attracting and retaining high calibre executives.

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

rewarding capability and experience
providing a clear structure for earning rewards.

In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate.

Non-Executive Directors Remuneration

Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Nonexecutive directors' fees and payments are reviewed by the Board which serves as the nomination and remuneration Committee.

Executive Remuneration

The company aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.

The executive remuneration and reward framework has three components:

share-based payments
other remuneration such as superannuation and long service leave.

The combination of these comprises the executive’s total remuneration.

Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed by the board based on individual and business unit performance, the overall performance of the company and comparable market remunerations.

The long-term incentives (“LTI") include long service leave and share-based payments. Shares are awarded to executives over a period of three years based on long-term incentive measures. These include increase in shareholders value relative to the entire market and the increase compared to the company's direct competitors.

Use of Remuneration Consultants

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Directors' Report 30 June 2021

Details of Remuneration

Amounts of Remuneration

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

6 May 2020 to 30 June 2021	Short-term benefits	Short-term benefits	Short-term benefits	Post- employment Benefits	Share-based payments	Share-based payments	Totals
	Cash salary and fees ($)	Cash bonus ($)	Non- Monetary ($)	Super- annuation ($)	Issued Capital ($)	Equity- settled ($)	Total ($)
Non-Executive Directors:
Rex Turkington**	-	-	-	-	-	94,686	94,686
Paul Burton**	-	-	-	-	-	94,686	94,686
Francesco Cannavo**	-	-	-	-	-	148,500	148,500
Executive Directors:
Caedmon Marriott*	62,410	-	-	-	49,500	89,069	200,979
Totals	62,410	-	-	-	49,500	426,941	538,851

*Fees paid relate to consulting service provided in relation to exploration and general management services.

**Non-executive directors were not entitled to any fees until 1 July 2021.

6 May 2020 to 30 June 2021	Fixed remuneration	At risk - STI	At risk - LTI
Non-Executive Directors:
Rex Turkington	-	-	100%
Paul Burton	-	-	100%
Francesco Cannavo	-	-	100%
Executive Directors:
Caedmon Marriott	31%	-	69%

Service Agreements

Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Directors' Report 30 June 2021

Name:	Caedmon Marriott
Title:	Managing Director
Term of Agreement:	Remuneration totalling $210,000 per annum (plus superannuation)
Name:	Rex Turkington
Title:	Non-Executive Chairman
Term of Agreement:	Remuneration totalling $50,000 per annum (plus superannuation)
Name:	Paul Burton
Title:	Non-Executive Director
Term of Agreement:	Remuneration totalling $40,000 per annum (plus superannuation)
Name:	Francesco Cannavo
Title:	Non-Executive Director
Term of Agreement:	Remuneration totalling $40,000 per annum (plus superannuation)

These contracts with directors were not activated until 1 July 2021.

Share-based Compensation

Issue of Shares

Details of shares issued to directors and other key management personnel as part of compensation during the period ended 30 June 2021 are set out below:

Name	Date	Shares	Issue Price	$
Caedmon Marriott	26 March 2021	495,000	$0.100	49,500

Options

The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial period or future reporting years are as follows:

Grant Date	Vesting Date and Exercisable Date	Expiry Date	Exercise Price	Fair Value per Option at Grant Date
26 March 2021	26 March 2021	20 July 2025	$0.300	$0.049
26 March 2021	20 July 2022	20 July 2025	$0.300	$0.049
26 March 2021	20 July 2023	20 July 2025	$0.300	$0.049

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Directors' Report 30 June 2021

Name	Number of Options Granted	Grant Date	Vesting Date and Exercisable Date	Expiry Date	Exercise Price	Fair Value per Option at Grant Date
Caedmon Marriott	1,500,000	26 March 2021	26 March 2021	20 July 2025	$0.300	$0.049
	1,500,000	26 March 2021	20 July 2022	20 July 2025	$0.300	$0.049
Rex Turkington	1,500,000	26 March 2021	26 March 2021	20 July 2025	$0.300	$0.049
	1,500,000	26 March 2021	20 July 2022	20 July 2025	$0.300	$0.049
	1,000,000	26 March 2021	20 July 2023	20 July 2025	$0.300	$0.049
Paul Burton	1,500,000	26 March 2021	26 March 2021	20 July 2025	$0.300	$0.049
	1,500,000	26 March 2021	20 July 2022	20 July 2025	$0.300	$0.049
	1,000,000	26 March 2021	20 July 2023	20 July 2025	$0.300	$0.049
Francesco Cannavo	3,000,000	26 March 2021	26 March 2021	20 July 2025	$0.300	$0.049

Options granted carry no dividend or voting rights.

All options were granted over unissued fully paid ordinary shares in the company. The number of options granted was determined having regard to non-market based vesting conditions. A proportion of the KMP’s options vest based on the provision of service over the vesting period whereby the affected KMP becomes beneficially entitled to the option on vesting date. Options are exercisable by the holder as from the vesting date. There has not been any alteration to the terms or conditions of the grant since the grant date. There are no amounts paid or payable by the recipient in relation to the granting of such options other than on their potential exercise.

Values of options over ordinary shares granted, exercised and lapsed for directors and other key management personnel as part of compensation during the period ended 30 June 2021 are set out below:

Name	Value of Options Granted During the Period($)	Value of Options Exercised During the Period($)	Value of Options Lapsed During the Period($)	Remuneration Consisting of Options for the Period(%)
Caedmon Marriott	86,069	-	-	44%
Rex Turkington	94,686	-	-	100%
Paul Burton	94,686	-	-	100%
Francesco Cannavo	148,500	-	-	100%

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Directors' Report 30 June 2021

Additional information

The earnings of the company are summarised below:

	2021
	$
Loss after income tax	(902,949)

	2021
Basic earnings per share (cents per share)	(10.20)
Diluted earnings per share (cents per share)	(10.20)

Additional disclosures relating to key management personnel

Shareholding

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

Ordinary Shares	Balance at the Start of the Period	Received as part of Remuneration	Additions	Disposals/Other	Balance at the End of the Period
Caedmon Marriott	-	495,000	5,000	-	500,000
Rex Turkington	-	-	-	-	-
Paul Burton	-	-	-	-	-
Francesco Cannavo	-	-	3,000,001	-	3,000,001
Totals		495,000	3,005,001	-	3,500,001

Option Holding

The number of options over ordinary shares in the company held during the financial period by each director and other members of key management personnel of the company, including their personally related parties, is set out below:

Options over Ordinary Shares	Balance at the Start of the Period	Granted	Exercised	Expired/Forfeited/ Other	Balance at the End of the Period
Caedmon Marriott	-	3,000,000	-	-	3,000,000
Rex Turkington	-	4,000,000	-	-	4,000,000
Paul Burton	-	4,000,000	-	-	4,000,000
Francesco Cannavo	-	3,000,000	-	-	3,000,000
Totals	-	14,000,000	-	-	14,000,000

This concludes the remuneration report, which has been audited.

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Directors' Report 30 June 2021

Shares Under Option

Unissued ordinary shares of the company under option at the date of this report are as follows:

Grant Date	Expiry Date	Exercise Price	Number Under Option
18 November 2020	18 November 2023	$0.300	1,400,000
26 March 2021	20 July 2025	$0.300	17,000,000
25 June 2021	20 July 2024	$0.300	2,000,000
Total			20,400,000

No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the company or of any other body corporate.

Shares Issued on the Exercise of Options

There were no ordinary shares of the company issued on the exercise of options during the period ended 30 June 2021 and up to the date of this report.

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

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

Indemnity and Insurance of Auditor

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

During the financial period, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.

Proceedings on Behalf of the Company

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

Non-Audit Services

Details of the amounts paid or payable to the auditor for non-audit services provided during the financial period by the auditor are outlined in Note 17 to the financial statements.

The directors are satisfied that the provision of non-audit services during the financial period, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Directors' Report 30 June 2021

compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons:

all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards.

There are no officers of the company who are former partners of HLB Mann Judd (Vic) Partnership.

Auditor's Independence Declaration

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

Auditor

HLB Mann Judd (Vic) Partnership was appointed in accordance with section 327 of the Corporations Act 2001.

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

On behalf of the directors

==> picture [92 x 41] intentionally omitted <==

Dr Caedmon Marriott Managing Director

24 September 2021

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Auditors Independence Declaration

==> picture [513 x 725] intentionally omitted <==

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Contents 30 June 2021

Statement of Proft or Loss and Other Comprehensive Income	29
Statement of Financial Position	30
Statement of Changes in Equity	31
Statement of Cash Flows	32
Notes to the Financial Statements	33
Directors' Declaration	49
Independent Auditor’s Report to the Members of Western Mines Group Ltd	50
Shareholder Information	54

General Information

The financial statements cover Western Mines Group Ltd as an individual entity. The financial statements are presented in Australian dollars, which is Western Mines Group Ltd's functional and presentation currency.

Western Mines Group Ltd is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 3, 33 Ord Street West Perth WA 6005

A description of the nature of the company’s operations and its principal activities are included in the Directors’ Report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 24 September 2021. The directors have the power to amend and reissue the financial statements.

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Statement of Profit or Loss and Other Comprehensive Income For the period ended 30 June 2021

Statement of Proft or Loss and Other Comprehensive Income For the period ended 30 June 2021
Note	6 May 2020 to 30 June 2021 ($) (180,382) (97,626) (624,941)
Expenses Administration expenses Tenement expenses Share based payment expense Loss before income tax expense Income tax expense 5 Loss after income tax expense for the period attributable to the owners of Western Mines Group Ltd Other comprehensive income for the period, net of tax Total comprehensive income for the period attributable to the owners of Western Mines Group Ltd
	(902,949) -
	(902,949) -
	(902,949)

	Cents (10.20) (10.20)
Basic earnings per share 24 Diluted earnings per share 24

accompanying notes

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Statement of Financial Position As at 30 June 2021

Statement of Financial Position As at 30 June 2021
Note	30 June 2021
Assets Current assets Cash and cash equivalents Trade and other receivables Other 6 7 8 Total current assets Non-current assets Exploration and evaluation 9 Total non-current assets Total assets
	335,490 18,395 472,160
	826,045

	373,810
	373,810
	1,199,855

Liabilities Current liabilities Trade and other payables Provisions 10 11 Total Current liabilities Total liabilities Net assets
	130,839 80,000
	210,839
	210,839
	989,016

Equity Issued capital Reserves Accumulated losses 12 13 Total equity
	1,048,172 843,793 (902,949)
	989,016

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Statement of Changes in Equity For the period ended 30 June 2021

Statement of Changes in Equity For the period ended 30 June 2021
	Issued Capital ($) Reserves ($) Accumulated Losses ($) Total Equity ($) - - - - - - - (902,949) - - (902,949) -
Balance at 6 May 2020 Loss after income tax expense for the period Other comprehensive income for the period, net of tax Total comprehensive income for the period Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (Note 12) Share based payment reserve Balance at 30 June 2021
	- - (902,949) (902,949) 1,048,172 - - 843,793 - - 1,048,172 843,793
	1,048,172 843,793 (902,949) 989,016

The above statement of changes in equity should be read in conjunction with the accompanying notes

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Statement of Cash Flows For the period ended 30 June 2021

Statement of Cash Flows For the period ended 30 June 2021
Note	6 May 2020 to 30 June 2021 (195,817)
Cash fows from operating activities Payments to suppliers (inclusive of GST) Net cash used in operating activities 22
	(195,817)

Cash fows from investing activities Payments for exploration and evaluation Net cash used in investing activities	(81,386)
	(81,386)

Cash fows from fnancing activities Proceeds from issue of shares Share issue transaction costs Net cash from fnancing activities	831,501 (218,808)
	612,693

Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial period Cash and cash equivalents at the end of the fnancial period 6	335,490 -
	335,490

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

New or Amended Accounting Standards and Interpretations Adopted

The company has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

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

Going Concern

As at 30 June 2021, the group has accumulated losses of $902,949 and expended net operating cash outflow for the period of $195,817

In spite of the above, the directors are satisfied with the company’s current financial position and are of the view that the continued application of the going concern basis of accounting is appropriate due to the following factors:

On 20 July 2021, the company was officially admitted to the Australian Securities Exchange, raising $5,500,000 before costs upon the issue of 27,500,000 fully paid ordinary shares valued at 20 cents per share; and
The loss for the period includes non-cash shares based payments totalling $624,941.

The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessarily incurred should the group not continue as a going concern.

Basis of preparation

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

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial instruments.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 2.

Comparatives

The company was incorporated on 6 May 2020. The reports cover the period from that date until 30 June 2021 and does not include any comparative information.

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

Operating Segments

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

Income Tax

The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

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 company'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.

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

A liability is classified as current when: it is either expected to be settled in the company'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.

Cash and Cash Equivalents

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

Trade and Other Receivables

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

Exploration and Evaluation Assets

Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the period in which the decision is made.

Trade and Other Payables

These amounts represent liabilities for goods and services provided to the company prior to the end of the financial period and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Provisions

Provisions are recognised when the company has a present (legal or constructive) obligation as a result of a past event, it is probable the company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pretax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.

Share-based Payments

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

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

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

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

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

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

cash paid to settle the liability.

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

made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

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

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

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.

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

Earnings per Share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of Western Mines Group Ltd, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial period, adjusted for bonus elements in ordinary shares issued during the financial period.

Diluted earnings per share

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

Goods and Services Tax ('GST') and Other Similar Taxes

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

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

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

New Accounting Standards and Interpretations not yet Mandatory or Early Adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the company for the annual reporting period ended 30 June 2021. The company has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

Note 2. Critical Accounting Judgements, Estimates and Assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

Note 2. Critical Accounting Judgements, Estimates and Assumptions (continued)

Coronavirus (COVID-19) pandemic

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

Share-based payment transactions

The company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted.

The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Exploration and evaluation costs

Exploration and evaluation costs have been capitalised on the basis of the accounting policies previously outlined (i.e. position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves). Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made.

Note 3. Impact of COVID 19 Pandemic

The company holds a number of exploration tenements in Western Australia. Western Australia is one of the states that has been most successful in its efforts to combat COVID-19. For this reasons it has had some of the least onerous restrictions in the country. All consultants and contractors have been able to continue with the planned exploration activities given remote locations of tenements and small crew on site. Local contractors have been utilised and all staff and contractors observed the necessary protocols. The situation is however dynamic, and the company will continue to monitor developments.

Note 4. Operating Segments

The company is organised into one operating segment, exploration for minerals within Australia. This operating segment is based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

Note 5. Income Tax Expense

Note 5. Income Tax Expense
	6 May 2020 to 30 June 2021 ($) (902,949)
Numerical reconciliation of income tax expense and tax at the statutory rate Loss before income tax expense Tax at the statutory rate of 26% Tax efect amounts which are not deductible/(taxable) in calculating taxable income: Non deductible expenses Temporary diferences Tax losses not recognised Income tax expense
	(234,767) 162,485 (10,196) 82,478
	-
	6 May 2020 to 30 June 2021 ($) 317,224

Tax losses not recognised Unused tax losses for which no deferred tax asset has been recognised Potential tax beneft at 26%
	82,478

The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business test is passed.

Note 6. Current Assets - Cash and Cash Equivalents

	30 June 2021 ($) 1 335,489
Cash on hand Cash at bank
	335,490
Note 7. Current Assets - Trade and Other Receivables	30 June 2021 ($) 294 18,101

Other receivables BAS receivable
	18,395

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

Note 8. Current Assets - Other

Note 8. Current Assets - Other
	30 June 2021
	($)
Deferred IPO costs	472,160
Note 9. Non-Current Assets - Exploration and Evaluation
	30 June 2021
	($)
Exploration and evaluation - at cost	373,810

Reconciliations

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

	Exploration and Evaluation ($) - 98,858 274,952
Balance at 6 May 2020 Additions Acquisition of tenements Balance at 30 June 2021
	373,810

Note 10. Current Liabilities - Trade and Other Payables

	30 June 2021 ($) 109,765 21,074
Trade payables Other payables
	130,839
Refer to Note 15 for further information on fnancial instruments All trade and other payables are unsecured.

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

Note 11. Current Liabilities - Provisions

Note 11. Current Liabilities - Provisions
	30	June 2021
		($)
Deferred consideration		80,000

Deferred consideration

The provision represents the obligation to pay contingent consideration following the acquisition of tenements during the period. It is measured at the present value of the estimated liability.

Movements in provisions

Movements in each class of provision during the current financial period, other than employee benefits, are set out below:

Note 12. Equity - Issued Capital	Note 12. Equity - Issued Capital

Movements in ordinary share capital Ordinary shares - fully paid Details Balance Incorporation Founder shares Seed capital Shares issued for acquisition of tenements Shares issued to a director as remuneration Seed capital Shares issued to IPO lead manager Less cost of capital raised Ordinary shares - fully paid
	30 June 2021 16,300,001 1,048,172

Ordinary shares

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

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

Note 12. Equity - Issued Capital (continued)

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

Share buy-back

There is no current on-market share buy-back.

Capital risk management

The company's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

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

In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The company would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current company's share price at the time of the investment. The company is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.

Note 13. Equity - Reserves

Note 13. Equity - Reserves
	30	June 2021
		($)
Share-based payment reserve		843,793

Share-based payments reserve

The reserve is used to recognise the value of equity benefits provided to employees, directors and consultants as part of their remuneration, and other parties as part of their compensation for services.

Movements in reserves

Movements in reserves Movements in each class of reserve during the current fnancial period are set out below:
	30 June 2021 ($) 843,793
Balance at 6 May 2020 Share based payments Balance at 30 June 2021
	843,793

Note 14. Equity - Dividends

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

Note 15. Financial Instruments

Financial risk management objectives

The company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the company.

Risk management is carried out by senior finance executives by the Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the company and appropriate procedures, controls and risk limits.

Market risk

Foreign currency risk

Price risk

Interest rate risk

The company's main interest rate risk arises from its cash holdings. It does not hold any interest bearing liabilities.

Credit Risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the company. The company is not exposed to significant credit risk because it is an early stage exploration company that does not generate revenue. The company ensures that it banks with reputable financial institutions.

Liquidity risk

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

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

Remaining contractual maturities

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

June 2021 Non-derivatives Non-interest bearing Trade and Other Payables Deferred consideration Total non-derivatives	Weighted Average Interest Rate (%) 1 Year or Less Between 1 and 2 Years Between 2 and 5 Years Over 5 Years Remaining Contractual Maturities ($) - - 130,839 80,000 - - - - - - 130,839 80,000
	210,839 - - - 210,839

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

Note 15. Financial Instruments (continued)

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

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value, and none of the company's financial instruments are recorded at fair value after initial recognition.

Note 16. Key Management Personnel Disclosures

Compensation

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

	6 May 2020 to 30 June 2021 ($) 62,410 476,441
Short-term employee benefts Share-based payments
	538,851

Note 17. Remuneration of Auditors

During the financial period the following fees were paid or payable for services provided by HLB Mann Judd (Vic) Partnership, the auditor of the company, and its network firms:

	6 May 2020 to 30 June 2021 ($) 26,300
Audit services - HLB Mann Judd (Vic) Partnership Audit or review of the fnancial statements Other services - HLB Mann Judd Corporate Finance Pty Ltd Investigating accountant’s report
	12,500
	38,800

Note 18. Contingent Liabilities

The company had not contingent liabilities at 30 June 2021.

Note 19. Commitments

Note 19. Commitments
	30 June 2021 ($) 111,520 248,233 -
Exploration committed at the reporting date but not recognised as liabilities, payable: Within one year One to fve years More than fve years
	359,753

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

Note 19. Commitments (continued)

In order to maintain current rights of tenure to exploration tenements, the Company is required to outlay rentals and to meet the minimum expenditure requirements of the Mineral Resources Authority. Minimum expenditure commitments may be subject to renegotiation and with approval may otherwise be avoided by sale, farm out or relinquishment. These obligations are not provided in the accounts.

Note 20. Related Party Transactions

Key management personnel

Disclosures relating to key management personnel are set out in note 16 and the remuneration report included in the Directors’ Report.

Transactions with related parties

The following transactions occurred with related parties:

Transactions with related parties The following transactions occurred with related parties:
	6	May 2020 to
	30 June 2021
		($)
Payments for goods and services:
Rent paid to Golden Mile Resources Ltd (an entity related to Caedmon Marriott)		2,550
Exploration and management invoices paid to Nomad Exploration Pty Ltd (an entity related to Caedmon Marriott)		62,410

Receivable from and payable to related parties

The following balances are outstanding at the reporting date in relation to transactions with related parties:

	30 June 2021
	($)
Current payables:
Trade payable to Golden Mile Resources Ltd (an entity related to Caedmon Marriott)	935
Trade payable to Nomad Exploration Pty Ltd (an entity related to Caedmon Marriott)	22,858
Trade payable to Caedmon Marriott	300

Loans to/from related parties

There were no loans to or from related parties at the reporting date.

Nomad Exploration Pty Ltd, an entity related to Caedmon Marriott, provides ground magnetic surveying, equipment rental and soil sampling services to a number of mineral exploration companies including Western Mines Group Ltd. These services are provided to WMG on arms length terms and conditions. The Board has implemented suitable protocols to ensure compliance in this regard and that all related party transactions are conducted on an arm’s length basis.

Note 21. Events after the Reporting Period

On 2 August 2021, the company announced that its application for E39/2079 was granted.

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

Note 21. Events after the Reporting Period (continued)

Note 22. Reconciliation of Loss after Income Tax to Net Cash Used in Operating Activities

Note 22. Reconciliation of Loss after Income Tax to Net Cash Used in Operating Activities
	6 May 2020 to 30 June 2021 ($) (902,949) 624,941 39,783 (18,395) 60,803
Loss after income tax expense for the period Adjustments for: Share based payments Expense from tenements applications (settled with shares and options) Change in operating assets and liabilities: Increase in trade and other receivables Increase in trade and other payables Net cash used in operating activities
	(195,817)

Note 23. Non-Cash Investing and Financing Activities

Note 23. Non-Cash Investing and Financing Activities
	6	May 2020 to
	30 June 2021
		($)
Shares and options issued as consideration for tenements		155,168
Note 24. Earnings per Share
	6	May 2020 to
	30 June 2021
		($)
Loss after income tax attributable to the owners of Western Mines Group Ltd		(902,949)
		Number
Weighted average number of ordinary shares used in calculating basic earnings per share		8,848,813
Weighted average number of ordinary shares used in calculating diluted earnings per share		8,848,813
		Cents
Basic earnings per share		(10.20)
Diluted earnings per share		(10.20)

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

Note 25. Share-based Payments

During the current period the following options have been granted/issued:

1,400,000 options issued as part of the consideration for acquisition of tenements;
17,000,000 options issued to founders and directors. Of these options 10,500,000 options had vested at 30 June 2021; and
2,000,000 options issued to the lead manager.

Set out below are summaries of options granted under the plan:

						Number of	Weighted Average	Weighted Average
						Options	Exercise Price
						30 June 2021	30	June 2021
Outstanding	at the beginning of the fnancial period					-		$0.000
Granted						20,400,000		$0.300
Outstanding	at the end of	the fnancial period				20,400,000		$0.300

Exercisable at the end of the fnancial period						11,900,000		$0.300

Grant Date	Expiry Date	Exercise Price	Balance at the Start of the Period	Granted	Exercised Expired/ Forfeited/ Other			Balance at the End of the Period
18/11/2020	18/11/2023	$0.300	-	1,400,000		- -		1,400,000
26/03/2021	20/07/2025	$0.300	-	17,000,000		- -		17,000,000
25/06/2021	20/07/2024	$0.300	-	2,000,000		- -		2,000,000
At June 2021			-	20,400,000		- -		20,400,000

Grant Date Expiry Date 18/11/2020 26/03/2021 18/11/2023 20/07/2025	Balance at the End of the Period 1,400,000 10,500,000
	11,900,000

The weighted average share price during the financial period was $0.30

The weighted average remaining contractual life of options outstanding at the end of the financial period was 3.84 years.

For the options granted during the current financial period, the valuation model inputs used to determine the fair value at the grant date, are as follows:

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Notes to the Financial Statements 30 June 2021

Note 25. Share-based Payments (continued)

Grant	Expiry	Share Price	Exercise	Expected	Dividend	Risk-free	Fair Value at
Date	Date	at Grant Date	Price	Volatility	Yield	Interest Rate	Grant Date
18/11/2020	18/11/2023	$0.100	$0.300	100.00%	-	0.18%	$0.039
26/03/2021	20/07/2025	$0.100	$0.300	100.00%	-	0.37%	$0.049
25/06/2021	20/07/2024	$0.200	$0.300	100.00%	-	0.11%	$0.107

In addition to above options 495,000 fully paid ordinary shares valued at 10 cents per shares were issued to key management personnel during the period as part of their remuneration. A total expense of $49,500 was recognised. The lead manager also received 150,000 fully paid ordinary shares valued at 20 cents per share. An amount of $30,000 has been recognised in deferred IPO costs. The company also issued 1,400,000 fully paid ordinary shares valued at 10 cents per share as consideration for the acquisition of exploration tenements.

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Directors’ Declaration 30 June 2021

Directors’ Declaration

In the Directors’ opinion:

the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in Note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the company's financial position as at 30 June 2021 and of its performance for the financial period ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

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

Signed in accordance with a Resolution of Directors

On behalf of the Directors

==> picture [92 x 41] intentionally omitted <==

Dr Caedmon Marriott Managing Director

24 September 2021

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Independent Auditors Report to the Members of Western Mines Group Ltd

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Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Independent Auditors Report to the Members of Western Mines Group Ltd

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Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Independent Auditors Report to the Members of Western Mines Group Ltd

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Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Independent Auditors Report to the Members of Western Mines Group Ltd

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Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Shareholder Information 30 June 2021

Shareholder Information

The shareholder information set out below was applicable as at 17 September 2021.

Distribution of Equitable Securities

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

Ordinary Shares 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over	Number of Holders Percentage of Total Shares Number of Shares Issued 5 15 68 213 83 0.004 0.13 1.48 20.58 77.80 1,666 56,066 649,237 9,013,770 34,079,262
	384 100.00 43,800,001
Holdings less than a marketable parcel Options 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over	5 0.004 1,666
	Number of Holders Percentage of Total Options Number of Options Issued - - - - 12 - - - - 100.00 - - - - 20,400,000
	12 100.00 20,400,000

Equity Security Holders

Twenty largest quoted equity security holders

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

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Shareholder Information 30 June 2021

hareholder Information 0 June 2021
Ordinary Shares ILWELLA PTY LTD APERTUS CAPITAL PTY LTD JAF CAPITAL PTY LTD BELLAIRE CAPITAL PTY LTD MRS LUYE LI YI XIAO MUNCHA CRUNCHA PTY LTD KOVIG INVESTMENTS PTY LTD BRUCE LEGENDRE CERTANE CT PTY LTD MR BERNARD WILLIAM LIVY & MRS DESMA LEA LIVY BVB CUSTODIAN PTY LTD EYEON NO 2 PTY LTD AYERS CAPITAL PTY LTD CAEDMON MARRIOTT HAPPYBUGS PTY LTD TITAN PLANT HIRE PTY LTD CS FOURTH NOMINEES PTY LIMITED ROTHERWOOD ENTERPRISES PTY LTD BLAMNCO TRADING PTY LTD Top 20 Total	Number Held Percentage of Total Shares Issued 4,100,000 3,000,000 2,025,000 1,577,000 1,557,668 1,500,000 1,055,000 1,000,000 1,000,000 885,000 810,000 500,000 500,000 500,000 500,000 500,000 475,000 421,000 412,500 400,000 9.36 6.85 4.62 3.60 3.56 3.42 2.41 2.28 2.28 2.02 1.85 1.14 1.14 1.14 1.14 1.14 1.08 0.96 0.94 0.91
	22,718,168 51.87

hareholder Information
0 June 2021

Ordinary Shares
ILWELLA PTY LTD
APERTUS CAPITAL PTY LTD
JAF CAPITAL PTY LTD
BELLAIRE CAPITAL PTY LTD
MRS LUYE LI
YI XIAO
MUNCHA CRUNCHA PTY LTD
KOVIG INVESTMENTS PTY LTD
BRUCE LEGENDRE
CERTANE CT PTY LTD
MR BERNARD WILLIAM LIVY & MRS DESMA LEA LIVY
BVB CUSTODIAN PTY LTD
EYEON NO 2 PTY LTD
AYERS CAPITAL PTY LTD
CAEDMON MARRIOTT
HAPPYBUGS PTY LTD
TITAN PLANT HIRE PTY LTD
CS FOURTH NOMINEES PTY LIMITED
ROTHERWOOD ENTERPRISES PTY LTD
BLAMNCO TRADING PTY LTD
Top 20 Total

Number Held
Percentage of
Total Shares
Issued
4,100,000
3,000,000
2,025,000
1,577,000
1,557,668
1,500,000
1,055,000
1,000,000
1,000,000
885,000
810,000
500,000
500,000
500,000
500,000
500,000
475,000
421,000
412,500
400,000
9.36
6.85
4.62
3.60
3.56
3.42
2.41
2.28
2.28
2.02
1.85
1.14
1.14
1.14
1.14
1.14
1.08
0.96
0.94
0.91

22,718,168
51.87

Top 20 Total

Unquoted equity securities

There are 20,400,000 unlisted options over ordinary shares.

Substantial Holders

Substantial holders in the company are set out below:

ubstantial Holders ubstantial holders in the company are set out below:
		Percentage of
Ordinary Shares	Number Held	Total Shares
		Issued
ILWELLA PTY LTD	4,100,000	9.36
APERTUS CAPITAL PTY LTD	3,000,000	6.85
Restricted Securities
he following securities are subject to escrow:
Class of Securities/Restriction	End Date	Total Units
Ordinary Shares - Mandatory Escrow	6 November 2021	4.125,000
Ordinary Shares - Mandatory Escrow	20 July 2023	8,017,501
Options - Mandatory Escrow	20 July 2023	20,400,000

Restricted Securities

The following securities are subject to escrow:

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Shareholder Information 30 June 2021

Voting rights

The voting rights attached to securities on issue are set out below:

Ordinary shares

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

Options

Do not have voting rights.

Other

There is currently no on-market buy-back being conducted.

Tenements

Description	Tenement Number	Interest Owned (%)
Youanmi	E57/1119	100.00
Youanmi	P57/1450	100.00
Broken Hill Bore	E31/1222	100.00
Jasper Hill	E39/2079	100.00
Melita	E40/379	100.00
Mulga Tank	E39/2132	100.00
Pavarotti	E77/2476	100.00
Rock of Ages	P38/4203	100.00

All tenements are located in Western Australia.

AI assistant

WESTERN MINES GROUP LTD — Annual Report 2021

66068_rns_2021-09-23_a125dbe9-b207-432b-982d-24797c7c03de.pdf

WESTERN MINES GROUP LTD

Letter from the Chairman

Your faithfully,

Review of Operations

Project Overview

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

Mulga Tank

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

Melita

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Review of Operations 30 June 2021

Rock of Ages

Jasper Hill

Pavarotti

Youanmi

Broken Hill Bore

Pinyalling

Directors’ Report

Directors

Principal Activities

Dividends

Operating Results and Financial Position

Matters Subsequent to the End of the Financial Period

Likely Developments and Expected Results of Operations

Environmental Regulation

Information on Directors

Name:

Rex Turkington

Company Secretaries

Meetings of Directors

Remuneration Report (Audited)

Principles Used to Determine the Nature and Amount of Remuneration

Non-Executive Directors Remuneration

Executive Remuneration

Use of Remuneration Consultants

Details of Remuneration

Amounts of Remuneration

Service Agreements

Share-based Compensation

Issue of Shares

Options

Options granted carry no dividend or voting rights.

Additional information

Additional disclosures relating to key management personnel

Shareholding

Option Holding

Shares Under Option

Shares Issued on the Exercise of Options

Indemnity and Insurance of Auditor

Proceedings on Behalf of the Company

Non-Audit Services

Auditor's Independence Declaration

Auditor

Contents

General Information

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Statement of Profit or Loss and Other Comprehensive Income For the period ended 30 June 2021

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Statement of Changes in Equity For the period ended 30 June 2021

Western Mines Group Ltd (Formerly known as Western Mines Group Pty Ltd) Statement of Cash Flows For the period ended 30 June 2021

New or Amended Accounting Standards and Interpretations Adopted

Going Concern

Basis of preparation

Historical cost convention

Critical accounting estimates

Comparatives

Operating Segments

Income Tax

Cash and Cash Equivalents

Trade and Other Receivables

Exploration and Evaluation Assets

Trade and Other Payables

Provisions

Share-based Payments

Issued Capital

Earnings per Share

Basic earnings per share

Diluted earnings per share

Goods and Services Tax ('GST') and Other Similar Taxes

WESTERN MINES GROUP LTD Annual Report 2021