Armada Metals 2021 Annual Report by APM Graphics Management

Armada Metals Limited ACN 649 292 080

Annual Report For the year ended 31 December 2021

Corporate Directory Board of Directors

Registered Office

Dr Ross McGowan Managing Director and CEO

Level 12, 225 George Street Sydney NSW 2000

Mr Rick Anthon Non-Executive Director and Chairman

T: 1300 737 760 E: vanessa.chidrawi@ boardroomlimited.com.au

Mr Martin C Holland Non-Executive Director Mr David Michael McNeilly Non-Executive Director

Company Secretary

Principal Place of Business Level 7, 151 Macquarie Street Sydney NSW 2000

Ms Vanessa Chidrawi

Australian Legal Advisor

ASX Code AMM

Henry William Lawyers Level 27, 420 George Street Sydney NSW 2000

Share Registry

Auditor

Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000

Ernst & Young The EY Centre Level 34, 200 George Street Sydney NSW 2000

iii | | Armada ArmadaMetals MetalsLimited Limited

www.armadametals.com.au www.armadametals.com.au

Contents Corporate Directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Chairman’s Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Directors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Auditor’s Independence Declaration . . . . . . . . . . . . . . . . . . . . . . . . . .

Financial Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Statement of profit and loss and other comprehensive income . .

Statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . .

Directors’ Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shareholder Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Annual Report for the year ended 31 December 2021 | 1

Source: AMM, Helicopter <ZS-RSS> transporting a diamond rig to the Libonga North target

Armada Metals Limited

www.armadametals.com.au

Chairman’s Letter Dear Shareholders, It has been a busy start to the year at Armada Metals, with the Company achieving several significant milestones. In December last year, the Company completed its initial public offering and successfully listed on the Australian Securities Exchange (ASX), raising its full targeted amount of A$10 million. Preparation for work programs at the Nyanga Project (Gabon) commenced immediately after listing, with teams on the ground since December. In early 2022, two custom-built drill rigs were mobilised, and a 3,000-metre diamond drilling program commenced over the highest priority targets for magmatic nickel-copper sulphides. In addition, the Company announced the renewal of Exploration Permit G5-555, allowing the southern extension of the 25-kilometre (km) long Libonga-Matchiti Trend (‘LMT’) to be incorporated in the current drill program, including Matchiti Central, which is the Company’s highest ranked exploration target along the LMT. Eleven regional targets, outside of the LMT, also sit within Permit G5-555 and regional programs over these areas are planned this year to generate additional drill targets. This pioneering start of a frontier exploration program in the under-explored Nyanga region of Southern Gabon is a major feat for the Company. This significant milestone has been achieved during a period of sustained increases in the nickel price, driven by the growth in stainless steel demand and production, and the electric vehicle (EV) revolution which has gathered significant momentum over the last year. With nickel demand expected to grow fourfold over the next 30 years, Armada is well placed, with any exploration success on exciting previously unexplored nickel and copper targets, to take advantage of this booming market in the short, medium and long term. Armada’s focused exploration program, together with a positive commodity price environment, experienced personnel, and loyal and supportive shareholders are all necessary ingredients to create a successful exploration company. I would like to thank my fellow board members, including Ross McGowan, our Managing Director and CEO, our executive team, and the rest of Armada’s loyal staff and contractors for their tremendous efforts over the past few months since listing on the ASX. We look forward to updating shareholders with our exploration success over the course of the year.

Rick Anthon Chairman and Non-Executive Director 31 March 2022

Annual Report for the year ended 31 December 2021 | 3

Source: AMM, Custom-built Zinex A5 diamond drill rig set-up at the first drill hole site at Libonga North

Armada Metals Limited

www.armadametals.com.au

Directors’ Report The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘consolidated entity’) consisting of Armada Metals Limited (referred to hereafter as the ‘company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 31 December 2021.

DIRECTORS The following persons were directors of Armada Metals Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Dr Ross McGowan – (Managing Director & CEO – appointed 8 April 2021) Rick Anthon – (Non-Executive Director & Chairman – appointed 8 June 2021) Martin Holland – (Non-Executive Director – appointed 8 April 2021) David Michael McNeilly – (Non-Executive Director – appointed 8 April 2021)

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

The company achieved a successful, oversubscribed IPO and commenced trading on the ASX on 15 December 2021 under the company code AMM, raising its maximum targeted amount of AUD $10M; and

The consolidated entity commenced preparations for 2022 drill programs on its only project, the 100%-owned Nyanga Project in Gabon, comprising of two exploration licences totalling nearly 3,000km2.

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

REVIEW OF OPERATIONS The loss for the consolidated entity after providing for income tax amounted to $3,091,371 (31 December 2020: $794,948). During the half year, the company successfully listed on the Australian Securities Exchange (ASX) after an oversubscribed Initial Public Offer (IPO) and commenced preparations for its 2022 exploration programs at the Nyanga Project in Gabon. In particular, Boart Longyear was secured as the consolidated entity’s drilling contractor and drill rigs were mobilized to site in early 2022. In addition, exploration and drilling camp sites were established shortly after listing in preparation for the phase one drilling program that commenced in March this year.

Annual Report for the year ended 31 December 2021 | 5

Directors' report

NYANGA PROJECT, GABON The consolidated entity is advancing preparations to continue exploration of its prospective, 100%-owned, Nyanga Nickel-Copper (Ni-Cu) Project located in Southern Gabon. Covering a total of nearly 3,000km2, the licence holding presents a district-scale, early-stage exploration opportunity for magmatic Ni-Cu sulphides. Following a successful NRG™ Xcite™ helicopter-borne time-domain electromagnetic (HTDEM) survey flown in Q1 2021, Armada plans to drill test high-priority electromagnetic conductors positioned along the 25km strike of the Libonga-Matchiti Trend, which has not previously been drill tested for nickel or copper. Armada has planned an aggressive exploration program to explore its tenements covering the Nyanga Project, to include both drilling of the LMT and regional exploration of additional targets.

CORPORATE On the corporate side, the Company successfully listed on the ASX, commencing trading on 15 December 2021. Armada raised its maximum targeted amount of AUD $10 million (before costs).

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS The company was incorporated on 8 April 2021 and converted to a public company on 22 July 2021. On 11 October 2021, in contemplation of the initial public offering, the company has undertaken a corporate restructure by acquiring all of the voting shares in Armada Exploration Limited (AEL) on a scrip-for-scrip basis and issued new fully paid ordinary shares in the company to the shareholders of AEL. On 15 December 2021, the company was admitted to Australian Securities Exchange. The company issued 50,000,000 ordinary shares at an issue price of 20 cents per raising $10 million before costs. During the year Armada Metals Limited issued 15,000,000 fully paid ordinary shares and 9,900,000 options over ordinary shares to investors raising $2,879,292 (US$2,250,000).

NRG Xcite™ HTDEM survey completed along the Libonga-Matchiti Trend.

Armada Metals Limited

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

www.armadametals.com.au

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR On 14 February 2022, the renewal of permit G5555 was granted and was received formally by the company on 28 February 2022. The permit is valid until February 2025. No other matter or circumstance has arisen since 31 December 2021 that has significantly affected, or may significantly affect the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future financial years.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

Source: AMM, Fly-drill camp at the Libonga North target.

The consolidated entity expects to pursue exploration activities in Gabon.

ENVIRONMENTAL REGULATION The consolidated entity holds two exploration licences via its subsidiary Armada Exploration Gabon SARL. There have been no known breaches of the tenement conditions and no breaches have been notified by any government agency during the year ended December 2021.

INFORMATION ON DIRECTORS Name: Title:

Dr Ross McGowan

Managing Director & CEO

Qualifications:

MGeol, PhD and Dr McGowan is a Fellow of the Geological Society of London and a Fellow of the Society of Economic Geologists.

Experience and expertise:

Dr McGowan founded the Resource Exploration & Development Group and has over 20 years of academic, technical and corporate experience in mining exploration in Africa. Ross was a co-recipient of the 2015 PDAC Thayer Lindsley Award for an international Mineral Discovery for Kamoa.

Other current directorships:

Nil

Former directorships (last 3 years):

Nil

Interests in shares:

16,250,000 fully paid ordinary shares

Interests in options:

2,000,000 Options exercisable at $0.334 before 15 December 2026, and which are restricted for 24 months from the date of quotation on ASX.

Annual Report for the year ended 31 December 2021 | 7

Directors' report

Name:

Rick Anthon

Non Executive Director & Chairman

Title: Qualifications:

BA, LLB

Experience and expertise:

Mr Anthon is a practicing lawyer with over 30 years’ experience in both corporate and commercial law. Rick has extensive experience in the resource sector, as a director of a number of resource companies and as legal adviser, including project acquisition and development, capital raising and corporate governance.

Other current directorships:

Chairman of Greenwing Resources Ltd (ASX:GW1) and a Non-Executive director of Laneway Resources Ltd (ASX:LNY).

Former directorships (last 3 years):

Nil

Interests in shares:

250,000 fully paid ordinary shares

Interests in options:

500,000 unlisted options, exercisable at $0.334 before 15 December 2026, restricted 24 months from quotation.

Name:

Martin Holland

Non-Executive Director

Title: Experience and expertise:

Mr Holland is a known mining executive with over 12 years’ experience in M&A and corporate finance. Mr Holland was the founder and CEO of Lithium Power International (ASX:LPI) from 2015 to 2018. During this period, Mr Holland raised in excess of A$70m of new equity to progress LPI’s projects from acquisition and further exploration to Definitive Feasibility Study (DFS). Mr Holland is the Chairman of Sydney based investment company Holland International Pty Ltd, which has strong working relationships with leading institutions and banks across the globe.

Other current directorships:

Executive Chairman and Managing Director of Cobre Limited (ASX:CBE) and Executive Director of OzAurum Resources Limited (ASX:OZM).

Former directorships (last 3 years):

Nil

Interests in shares:

15,000,000 fully paid ordinary shares

Interests in options:

1,300,000 options, exercisable at $0.334 before 15 December 2026 restricted for 24 months from quotation. 3,330,000 Options exercisable at $0.334 before 15 December 2026, and which are restricted for 24 months from the date of quotation on ASX. (Held indirectly)

Armada Metals Limited

www.armadametals.com.au

Name: Title:

David Michael McNeilly Non-Executive Director

Qualifications:

He is a former Rhodes Scholar, has an Oxford University postgraduate degree in Management Studies and is a Fellow of the Australian Institute of Management

Experience and expertise:

Mr McNeilly has formerly been a non-executive director of Greatland Gold plc (AIM:GGP) and a non-executive director at Arkle Resources plc (AIM:ARK). Mr McNeilly serves as director on numerous of MTR’s investment and subsidiary entities. Mr McNeilly previously worked as a corporate financier with both Allenby Capital and Arden Partners Limited (AIM:ARDN) as well as a corporate executive at Coinsilium (NEX:COIN) where he worked with early stage blockchain-focussed start-ups. Mr McNeilly studied Biology at Imperial College London and has a Bachelor in Economics from the American University of Paris.

Other current directorships:

Metal Tiger PLC. (ASX:MTR); Cobre Limited (ASX:CBE); and Southern Gold Limited (ASX:SAU)

Former directorships (last 3 years):

Nil

Interests in shares:

15,000,000 fully paid ordinary shares

Interests in options:

‘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.

Annual Report for the year ended 31 December 2021 | 9

Directors' report

COMPANY SECRETARY Vanessa Chidrawi is a highly experienced governance professional, with a portfolio of domestic and international clients across various sectors. She had 12 years’ private practice experience in commercial law and litigation, practicing for her own account as a lawyer in Johannesburg. Over the past 15 years, she has acted as General Counsel and Company Secretary for ASX200 and TSX-listed companies and has held senior executive positions in the mining industry across Australia and South East Asia, including a role as Indonesian Country Manager for Intrepid Mines Limited. Ms Chidrawi holds Bachelor of Law and Bachelor of Commerce qualifications and brings with her a wealth of experience in corporate governance, mergers and acquisitions, board advisory and capital raising in the listed company space. She currently acts as company secretary and governance advisor to six ASX-listed companies, including FINEOS Corporation plc and Wisr Limited and sits on the advisory board of UK-incorporated New Generation Minerals Limited.

MEETINGS OF DIRECTORS The number of meetings of the company’s Board of Directors (‘the Board’) held during the year ended 31 December 2021, and the number of meetings attended by each director were: Full Board Attended

Held

Dr Ross McGowan

Rick Anthon

Martin Holland

David Michael McNeilly

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

REMUNERATION REPORT (AUDITED) The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The remuneration report is set out under the following main headings: \

Principles used to determine the nature and amount of remuneration

Details of remuneration

Service agreements

Share-based compensation

Additional information

Additional disclosures relating to key management personnel

Principles used to determine the nature and amount of remuneration The objective of the consolidated entity’s and 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 conforms with the market best practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:

Armada Metals Limited

www.armadametals.com.au

competitiveness and reasonableness

acceptability to shareholders

performance linkage / alignment of executive compensation

transparency

The board is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the consolidated entity and company depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel. The reward framework is designed to align executive reward to shareholders’ interests. The Board has considered that it should seek to enhance shareholders’ interests by: \

having economic profit as a core component of plan design

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 nonfinancial drivers of value

attracting and retaining high calibre executives

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

rewarding capability and experience

reflecting competitive reward for contribution to growth in shareholder wealth

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 annually by the board. The board may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors’ fees and payments are appropriate and in line with the market. The chairman’s fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market. The chairman is not present at any discussions relating to the determination of his own remuneration. ASX listing rules require the aggregate non-executive directors’ remuneration be determined periodically by a general meeting. Under clause 44 of the company’s constitution has been set at $1,000,000 per annum.

Executive remuneration The consolidated entity 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 two components: \

base pay and non-monetary benefits

share-based payments

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

Use of remuneration consultants The company has not made use of remuneration consultants during the current period.

Annual Report for the year ended 31 December 2021 | 11

Directors' report

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

Short-term benefits Cash salary and fees $

2021 Non-Executive Directors: Rick Anthon Martin Holland David Michael McNeilly Executive Directors: Dr Ross McGowan

Postemployment benefits

Longterm benefits

Sharebased payments Equitysettled $

Cash bonus $

Nonmonetary $

Superannuation $

Long service leave $

17,753 13,315 13,315

– – –

14,937 37,124 37,124

32,690 50,439 50,439

126,116

–

75,195

201,311

170,499

–

164,380

334,879

Total $

The proportion of remuneration linked to performance and the fixed proportion are as follows: Fixed remuneration

At risk - STI

At risk - LTI

Name

2021

2020

2021

2020

2021

2020

Non-Executive Directors: Rick Anthon Martin Holland David Michael McNeilly

54% 26% 26%

– – –

46% 74% 74%

– – –

Executive Directors: Dr Ross McGowan

63%

–

37%

–

Armada Metals Limited

www.armadametals.com.au

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

Dr Ross McGowan

Title:

Managing Director & CEO

Agreement commenced:

1 December 2021

Details:

Dr McGowan’s annual remuneration package under the Employment Agreement is A$250,000.

Name:

Rick Anthon

Title:

Non-Executive Director & Chairman

Agreement commenced:

1 July 2021

Details:

An annual fee of $80,000 will be paid to Rick Anthon as the Chairperson and NonExecutive Director.

Name:

Martin Holland

Title:

Non-Executive Director

Agreement commenced:

1 July 2021

Details:

An annual fee of $60,000 will be paid to each of the other Non-Executive Directors.

Name:

David Michael McNeilly

Title:

Non-Executive Director

Agreement commenced:

1 July 2021

Details:

An annual fee of $60,000 will be paid to each of the other Non-Executive Directors.

Key management personnel have no entitlement to termination payments in the event of removal for misconduct.

Share-based compensation Issue of shares There were no shares issued to directors and other key management personnel as part of compensation during the year ended 31 December 2021.

Annual Report for the year ended 31 December 2021 | 13

Directors' report

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 year 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

11 October 2021

15 December 2021

15 December 2026

$0.3340

$0.090

11 October 2021

15 December 2021

15 December 2026

$0.3340

$0.090

Name

Number of options granted

Grant date

Vesting date and exercisable date

Expiry date

Exercise price

Fair value per option at grant date

Dr Ross McGowan

2,000,000

11 October 2021

15 December 2021

15 December 2026

$0.3340

$0.090

Martin Holland

1,300,000

11 October 2021

15 December 2021

15 December 2026

$0.3340

$0.090

David Michael McNeilly

1,300,000

11 October 2021

15 December 2021

15 December 2026

$0.3340

$0.090

500,000

11 October 2021

15 December 2021

15 December 2026

$0.3340

$0.090

Rick Anthon

Options granted carry no dividend or voting rights. The number of options over ordinary shares granted to and vested by directors and other key management personnel as part of compensation during the year ended 31 December 2021 are set out below: Number of options granted during the year 2021

Number of options granted during the year 2020

Number of options vested during the year 2021

Number of options vested during the year 2020

Dr Ross McGowan

2,000,000

–

2,000,000

–

Martin Holland

1,300,000

–

1,300,000

–

David Michael McNeilly

1,300,000

–

1,300,000

–

500,000

–

500,000

–

Name

Rick Anthon

Additional information The earnings of the consolidated entity are summarised below: 2021 $ Loss after income tax

Armada Metals Limited

(3,091,371)

www.armadametals.com.au

The factors that are considered to affect total shareholders return (‘TSR’) are summarised below: 2021 $ Share price at financial year end ($)

0.14

Basic loss per share (cents per share)

(5.77)

Diluted loss per share (cents per share)

(5.77)

Additional disclosures relating to key management personnel Shareholding The number of shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below: Balance at the start of the year

Received as part of remuneration

Additions

Other *

Balance at the end of the year

Dr Ross McGowan

–

16,250,000

–

16,250,000

Martin Holland

–

15,000,000

–

15,000,000

David McNeilly

–

15,000,000

–

15,000,000

Rick Anthon

–

250,000

–

250,000

–

46,500,000

–

46,500,000

Name Ordinary shares

Option holding The number of options over ordinary shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below: Balance at the start of the year

Received as part of remuneration

Exercised

Dr Ross McGowan

–

2,000,000

–

2,000,000

Martin Holland

–

1,300,000

–

3,330,000

4,630,000

David McNeilly

–

1,300,000

–

3,330,000

4,630,000

Rick Anthon

–

500,000

–

5,100,000

–

6,660,000

Name

Other *

Balance at the end of the year

Options over ordinary shares

500,000 11,760,000

Held indirectly through related parties.

This concludes the remuneration report, which has been audited.

Annual Report for the year ended 31 December 2021 | 15

Directors' report

SHARES UNDER OPTION Unissued ordinary shares of Armada Metals Limited under option at the date of this report are as follows: Grant date

Expiry date

Exercise price

Number under option

11 October 2021

15 January 2023

$0.2500

5,200,000

11 October 2021

15 December 2026

$0.3340

13,060,000

11 October 2021

15 December 2026

$0.3340

3,330,000

11 October 2021

15 December 2026

$0.3340

1,750,000 23,340,000

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 Armada Metals Limited issued on the exercise of options during the year ended 31 December 2021 and up to the date of this report.

INDEMNITY AND INSURANCE OF OFFICERS The company has not 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.

INDEMNITY AND INSURANCE OF AUDITOR The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor. During the financial year, 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.

Armada Metals Limited

www.armadametals.com.au

NON-AUDIT SERVICES Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 19 to the financial statements. The directors are satisfied that the provision of non-audit services during the financial year, 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. The directors are of the opinion that the services as disclosed in note 19 to the financial statements do not 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.

OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF ERNST AND YOUNG There are no officers of the company who are former partners of Ernst and Young.

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 Ernst and Young 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

Ross McGowan Managing Director and CEO 31 March 2022

Annual Report for the year ended 31 December 2021 | 17

Directors' report 2

Source: iStock image, Road in Gabon, Africa

Armada Metals Limited

www.armadametals.com.au

200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001

Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au

Auditor’s Independence Declaration

No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit;

No contraventions of any applicable code of professional conduct in relation to the audit; and

No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Armada Metals Limited the entities 200 George Street Tel:and +61 2 9248 5555 it controlled during the Sydney NSW 2000 Australia Fax: +61 2 9248 5959 financial year. GPO Box 2646 Sydney NSW 2001

ey.com/au

Ernst & Young

Auditor’s independence declaration to the directors of Armada Metals Limited As lead auditor for the audit of the financial report of Armada Metals Limited for the financial year ended 31 December 2021, I declare to the best of my knowledge and belief, there have been: Ryan Fisk a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in Partner relation to the audit; 31 March 2022 b.

No contraventions of any applicable code of professional conduct in relation to the audit; and

No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Armada Metals Limited and the entities it controlled during the financial year.

Ernst & Young

Ryan Fisk Partner 31 March 2022

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

Annual Report for the year ended 31 December 2021 | 19

Financial Report Armada Metals Limited Contents 31 December 2021

Statement of profit or loss and other comprehensive income Statement of financial position Statement of changes in equity Statement of cash flows Notes to the financial statements Directors' declaration Independent auditor's report to the members of Armada Metals Limited

13 14 15 16 17 36 37

General information The financial statements cover Armada Metals Limited as a consolidated entity consisting of Armada Metals Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Armada Metals Limited 's functional and presentation currency. Armada Metals Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are: Registered office

Principal place of business

Level 12, 225 George Street Sydney NSW 2000

Level 7, 151 Macquarie Street Sydney NSW 2000

A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 31 March 2022. The directors have the power to amend and reissue the financial statements.

Armada Metals Limited

www.armadametals.com.au

Armada Metals Limited Statement of profit or loss and other comprehensive Statement of profit or loss and other comprehensive income Forthe theyear year ended 31 December For ended 31 December 2021 2021

income

Note Other income

Consolidated 2021 2020 $ $ 1,369

483

(1,825,505) (75,294) (26,278) (2,349) (244,811) (301,911) (43,804) (572,788)

(219,810) (2,205) (5,812) (567,604)

(3,091,371)

(794,948)

(3,091,371)

(794,948)

Items that may be reclassified subsequently to profit or loss Foreign currency translation

(224,493)

305,699

Other comprehensive income/(loss) for the year, net of tax

(224,493)

305,699

(3,315,864)

(489,249)

Expenses Administration expenses Fair value loss on derivatives Employee benefits expense Depreciation and amortisation expense Share based payment expense Expenses related to initial public offering Other expenses Finance costs

Loss before income tax expense Income tax expense

Loss after income tax expense for the year attributable to the owners of Armada Metals Limited Other comprehensive income/(loss)

Total comprehensive loss for the year attributable to the owners of Armada Metals Limited

Cents Basic loss per share Diluted loss per share

28 28

Cents

(5.77) (5.77)

(2.09) (2.09)

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 13

Annual Report for the year ended 31 December 2021 | 21

FINANCIAL REPORT

Armada Metals Limited Statement of financial Statement of financial position As at at31 31December December As 20212021

position

Note

Consolidated 2021 2020 $ $

Assets Current assets Cash and cash equivalents Trade and other receivables Other Total current assets

8 9 10

Non-current assets Property, plant and equipment Exploration and evaluation Other Total non-current assets

Total assets

8,863,201 153,928 571,720 9,588,849

11,697 12,457 10,118 34,272

6,115 6,020,956 5,354 6,032,425

4,152 5,470,902 5,499 5,480,553

15,621,274

5,514,825

456,680 3,534,794 3,991,474

125,081 2,859,721 2,984,802

5,299 5,299

5,443 5,443

3,996,773

2,990,245

11,624,501

2,524,580

Liabilities Current liabilities Trade and other payables Borrowings Total current liabilities

12 13

Non-current liabilities Payables Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses

14 15

Total equity

23,006,770 12,109,654 2,108,576 814,400 (13,490,845) (10,399,474) 11,624,501

2,524,580

The above statement of financial position should be read in conjunction with the accompanying notes 14

Armada Metals Limited

www.armadametals.com.au

Armada Metals Limited Statement of changes in equity Statement of changes in equity Forthe theyear year ended 31 December For ended 31 December 2021 2021 Issued capital $

Consolidated Balance at 1 January 2020

Accumulated losses Total equity $ $

Reserves $

11,747,650

508,701

(9,604,526)

2,651,825

Loss after income tax expense for the year Other comprehensive income for the year, net of tax

305,699

(794,948) -

(794,948) 305,699

Total comprehensive income/(loss) for the year

305,699

(794,948)

(489,249)

362,004

12,109,654

814,400

(10,399,474)

2,524,580

Contributions of equity, net of transaction costs (note 14) Balance at 31 December 2020

Issued capital $

Consolidated Balance at 1 January 2021

Reserves $

Accumulated losses Total equity $ $

12,109,654

814,400

(10,399,474)

2,524,580

Loss after income tax expense for the year Other comprehensive loss for the year, net of tax

(224,493)

(3,091,371) -

(3,091,371) (224,493)

Total comprehensive loss for the year

(224,493)

(3,091,371)

(3,315,864)

Contributions of equity, net of transaction costs (note 14) Share-based payments Transfer from derivative financial liability upon completion of IPO

10,897,116 -

741,270

10,897,116 741,270

777,399

Balance at 31 December 2021

23,006,770

2,108,576

(13,490,845)

11,624,501

The above statement of changes in equity should be read in conjunction with the accompanying notes 15

Annual Report for the year ended 31 December 2021 | 23

FINANCIAL REPORT

Armada Metals Limited Statement of cash flows Statement of cash flows Forthe theyear year ended 31 December For ended 31 December 2021 2021 Note Cash flows from operating activities Other income Payments to suppliers and employees

Consolidated 2021 2020 $ $ 676 (2,017,012)

483 (263,987)

(2,016,336)

(263,504)

Cash flows from investing activities Payments for property, plant and equipment Payments for exploration and evaluation

(4,312) (1,253,332)

(413,827)

Net cash used in investing activities

(1,257,644)

(413,827)

Cash flows from financing activities Proceeds from issue of shares and options Proceeds from borrowings Share issue transaction costs Repayment of borrowings

12,879,293 (783,613) (84,394)

362,004 41,574 -

Net cash from financing activities

12,011,286

403,578

8,737,306 7,630 118,265

(273,753) 226,734 54,649

8,863,201

7,630

Net cash used in operating activities

Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial year

The above statement of cash flows should be read in conjunction with the accompanying notes 16

Armada Metals Limited

www.armadametals.com.au

Notes to the financial statements Armada Limited31 December 2021 For theMetals year ended Notes to the financial statements 31 December 2021

Note 1. Significant accounting policies The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. New or amended Accounting Standards and Interpretations adopted The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The impact of their adoption has not been material. 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'). Armada Metals Limited (Company or Armada Metals) was incorporated on 8 April 2021. On 11 October 2021, in contemplation of the initial public offering, the Company has undertaken a corporate restructure (Restructure) by acquiring all of the voting shares in Armada Exploration Limited (Armada Mauritius) on a scrip-for-scrip basis and issued new fully paid ordinary shares in the Company to the shareholders of Armada Mauritius. The Company further transferred all of the shares it held in Armada Mauritius to Armada Metals Germany GmbH (Armada Germany) (a wholly owned subsidiary of the Company) by way of capital contribution. Following completion of the Restructure, Armada Metals holds 100% of the issued share capital in Armada Germany which, in turn, holds 100% of the voting shares in Armada Mauritius. Armada Mauritius continues to hold 100% of the issued share capital in Armada Exploration Gabon SARL (Armada Gabon). The principles of reverse acquisition have been applied by analogy such that the consolidated financial statements of Armada Metals are effectively a continuation of Armada Mauritius. Historical cost convention The financial statements have been prepared under the historical cost convention. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2. Parent entity information These financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 23. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Armada Metals Limited ('company' or 'parent entity') as at 31 December 2021 and the results of all subsidiaries for the year then ended. Armada Metals Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'. Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the carrying value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Annual Report for the year ended 31 December 2021 | 25

NOTES TO THE FINANCIAL STATEMENTS

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 1. Significant accounting policies (continued) Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. 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. Foreign currency translation The financial statements are presented in Australian dollars, which is the consolidated entity’s presentation currency. Armada Exploration Limited's functional currency is US dollars. Armada Exploration Gabon’s functional currency is African Franc. Foreign currency transactions Foreign currency transactions are translated into the entity's functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign operations The assets and liabilities of the consolidated entity are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of the consolidated entity are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity. The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of. 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. Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

Armada Metals Limited

www.armadametals.com.au

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 1. Significant accounting policies (continued) An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the consolidated entity'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 short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the statement of financial position. Trade and other receivables Other receivables are recognised at amortised cost, less any allowance for expected credit losses. Property, plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. 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 year in which the decision is made. Trade and other payables These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year 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. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. When the contractual terms of an equity instrument are amended to result in the instrument being classified as a financial liability, the financial liability is initially recognised at fair value and reclassified from equity. Any difference between the carrying amount of the financial liability and that of the previously recognised equity instrument is recognised in equity. Employee benefits 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.

Annual Report for the year ended 31 December 2021 | 27

NOTES TO THE FINANCIAL STATEMENTS

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 1. Significant accounting policies (continued) 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 consolidated entity 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. Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied. If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification. If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity 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. Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Armada Metals Limited , excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted 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. Indirect taxes Revenues, expenses and assets are recognised net of the amount of associated indirect taxes, unless the indirect taxes incurred are 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 indirect taxes receivable or payable. The net amount of indirect taxes recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Armada Metals Limited

www.armadametals.com.au

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 1. Significant accounting policies (continued) Cash flows are presented on a gross basis. The indirect taxes components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of indirect taxes recoverable from, or payable to, the tax authority. New Accounting Standards and Interpretations not yet mandatory or early adopted Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 31 December 2021. Management have reviewed the accounting standards that are not yet mandatory and they are not expected to have a material impact on the financial statements. 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. Share-based payment transactions The consolidated entity 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 BlackScholes 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 that the consolidated entity will commence commercial production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral resources. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made. At each reporting date management review exploration assets for indicators of impairment in line with AASB 6 Exploration for and Evaluation of Mineral Resources. Management have concluded that there were no indicators of impairment. Redeemable shares The subsequent measurement of the redeemable shares financial liability requires significant judgement, with key judgements being the estimation of cash outflows and the expected term. Refer to note 13 for further details. Equity financial instruments During the financial year the company has recognised an equity financial instruments in relation to options issued to investors. These options have been valued using a Black-Scholes model with significant judgment need in relation to the key inputs including volatility and spot price.

Annual Report for the year ended 31 December 2021 | 29

NOTES TO THE FINANCIAL STATEMENTS

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 3. Impact of COVID 19 pandemic During the year ended 31 December 2021, the COVID-19 pandemic has continued to affect the global economy. The pandemic has adversely affected the global economy resulting in an increase in unemployment, decrease in consumer demand, interruptions in supply chains, and tight liquidity and credit conditions. Since its outbreak, governments worldwide have set up measures to contain the pandemic. Many countries have required entities to limit or suspend business operations, and have also implemented travel restrictions and quarantine measures. Monetary and fiscal stimulus packages have also been introduced in some countries. As the COVID-19 outbreak continues to evolve, the estimated financial impact cannot be reasonably determined at this juncture. The impact which COVID 19 has had on the consolidated entity is set out below. Gabonese operations Gabon has been impacted by COVID at different times since the onset of the pandemic with government imposed restrictions having some impact on the consolidated entity's exploration activities. Given the stage of the exploration program the impact has been minimal and only resulted in minor delays. The board have reviewed the carrying value of the exploration and evaluation assets and are satisfied that COVID has not led to any indicators of impairment. Other jurisdictions The impact of COVID-19 on the consolidated entity's other jurisdictions has not been material due to scale and nature of their operations. Note 4. Operating segments Identification of reportable operating segments The consolidated entity is organised into one operating segement, being the exploration for metals in Gabon. This is based on the internal reports that are reviewed and used by the Board of Directors in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments. Note 5. Other income Consolidated 2021 2020 $ $ Net foreign exchange gain Other revenue Other income

693 676

483

1,369

483

Note 6. Finance costs Consolidated 2021 2020 $ $ Loss before income tax includes the following specific expenses: Finance costs Redeemable share costs

572,788

567,604

Armada Metals Limited

www.armadametals.com.au

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 7. Income tax expense Consolidated 2021 2020 $ $ Numerical reconciliation of income tax expense and tax at the statutory rate Loss before income tax expense Tax at the statutory tax rate of 30% (2020: 15%) Tax losses and temporary differences not recognised Non deductible expenses Income tax expense

(3,091,371)

(794,948)

(927,411)

(119,242)

456,272 471,139

34,102 85,140

Consolidated 2021 2020 $ $ Australian tax losses not recognised Unused tax losses for which no deferred tax asset has been recognised

698,426

Potential tax benefit @ 30%

209,528

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. At reporting date the consolidated entity had the following unused tax losses and deductible temporary differences for which no deferred tax asset is recognised in the statement of financial position: ● ●

Unused tax losses in Gabon at 31 December 2021 $1,514,365 (2020: 1,531,946) Unused tax losses in Mauritius at 31 December 2021 $499,651 (2020: 232,033) Consolidated 2021 2020 $ $

Potential benefit in Mauritius (at corporate tax rate of 15%) Potential benefit in Gabon at (at corporate tax rate of 30%)

74,947 454,309

34,805 459,584

529,256

494,389

Tax losses in both Gabon and Mauritius expire after five years if not utilised.

Annual Report for the year ended 31 December 2021 | 31

NOTES TO THE FINANCIAL STATEMENTS

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 8. Current assets - cash and cash equivalents Consolidated 2021 2020 $ $ Cash at bank and on hand

8,863,201

11,697

Balances as above Bank overdraft (note 13)

8,863,201 -

11,697 (4,067)

Balance as per statement of cash flows

8,863,201

7,630

Reconciliation to cash and cash equivalents at the end of the financial year The above figures are reconciled to cash and cash equivalents at the end of the financial year as shown in the statement of cash flows as follows:

Note 9. Current assets - trade and other receivables Consolidated 2021 2020 $ $ Other receivables (including indirect taxes)

153,928

12,457

Note 10. Current assets - other Consolidated 2021 2020 $ $ Prepayments

571,720

10,118

Prepayments includes an amount of $551,267 (US$400,000) in relation to exploration activities in Gabon. Note 11. Non-current assets - exploration and evaluation Consolidated 2021 2020 $ $ Exploration and evaluation - at cost

6,020,956

5,470,902

Armada Metals Limited

www.armadametals.com.au

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 11. Non-current assets - exploration and evaluation (continued) Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Exploration & evaluation $

Consolidated Balance at 1 January 2020 Additions Exchange differences

5,091,517 413,827 (34,442)

Balance at 31 December 2020 Additions Exchange differences

5,470,902 702,065 (152,011)

Balance at 31 December 2021

6,020,956

On 17 October 2019 Tremont Master Holdings entered into a Share Purchase and Subscription Agreement with the Company (refer note 13 for further details) which gives them the right to receive a one and a half percent (1.5%) royalty on the gross revenue from the metal production from the G5-150 and G5-555 tenements held in Gabon. In addition, the company and Armada Exploration Gabon entered into a mineral royalty deed with RCF Opportunities Fund LP (RCF) on 24 December 2020 (the Mineral Royalty Deed) under which Armada Gabon has agreed to pay royalty to RCF in respect of the production, and the company has agreed to guarantee the performance of Armada Exploration Gabon’s obligations pursuant to the terms of the Mineral Royalty Deed. Under the agreement the royalty is payable on 0.5% of revenues from Armada Exploration Gabon's mining area. The two agreements above represent financial liabilities which, given the early stage of exploration, are deemed to have nominal value. They are required to be remeasured each reporting period. Note 12. Current liabilities - trade and other payables Consolidated 2021 2020 $ $ Trade payables Other payables

268,798 187,882

17,347 107,734

456,680

125,081

Refer to note 17 for further information on financial instruments. Note 13. Current liabilities - borrowings Consolidated 2021 2020 $ $ Bank overdraft Loan - RED Capital Limited (refer to note 22 ) Redeemable shares

3,534,794

4,067 84,394 2,771,260

3,534,794

2,859,721

Annual Report for the year ended 31 December 2021 | 33

NOTES TO THE FINANCIAL STATEMENTS

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 13. Current liabilities - borrowings (continued) In 2019, 1,158 Class A ordinary shares held by Tremont Master Holdings (‘Tremont’) were exchanged for a number of Class A redeemable shares (‘redeemable shares’). As at reporting date, these redeemable shares remain on issue and are held by Tremont. The company may redeem the redeemable shares in accordance with the following terms: ● ● ●

On or before 17 October 2022, the company may redeem the redeemable shares by paying Tremont an amount of US$2,500,000 After 17 October 2022 and on or before 17 October 2024, the company may redeem the redeemable shares by paying Tremont an amount of US$5,000,000 After 17 October 2024, the company may redeem the redeemable shares by paying Tremont the full redemption amount, being US$10,457,650. If the company exercises this right, it shall pay the full redemption amount before any dividend or other distribution is made to any other shareholder of the company.

In case of a 'change of control’ (as defined under the Share Purchase and Subscription Agreement dated 17 October 2019) of Armada Exploration Gabon, the company must exercise its redemption options as described above, failing which Tremont may, at its option, request redemption of the redeemable shares at the redemption value relevant for that date in accordance with the above. The redeemable shares financial liability is re-measured at each reporting date to reflect expected cash outflows, discounted at the original effective interest rate. The re-measurement is recognized in profit or loss as income or expense. The subsequent measurement of the redeemable shares financial liability is subject to significant judgement and estimation in relation to the expected timing and amount of cash outflows and the expected term. Reasonably possible alternative assumptions could change measurement significantly at 31 December 2021, resulting in a difference in the carrying value of the financial liability. The range of the carrying value of the financial liability is $2,983,304 (2020: $2,466,279) at the low end of the range and $4,555,787 (2020: $3,766,242) at higher end of the range. Note 14. Equity - issued capital 2021 Shares Ordinary shares - fully paid

104,000,001

Consolidated 2020 2021 Shares $ 12,000,000

23,006,770

Issue price

2020 $ 12,109,654

Movements in ordinary share capital Details

Date

Balance Issue of shares Issue of shares

1 January 2020 9 March 2020 22 July 2020

9,500,000 1,200,000 1,300,000

$0.1450 $0.1450

11,747,650 173,762 188,242

Balance Issue of shares - RCF Issue of shares - MTR Issue of shares - Cobre Change in number of shares upon completion of restruture IPO shares issued Less costs of capital raised

31 December 2020 15 January 2021 17 March 2021 29 April 2021

12,000,000 5,000,000 5,000,000 5,000,000

$0.1451 $0.1451 $0.1451

12,109,654 725,729 725,729 725,729

11 October 2021 13 December 2021

27,000,001 50,000,000 -

$0.0000 $0.2000 $0.0000

10,000,000 (1,280,071)

Balance

31 December 2021

104,000,001

23,006,770

Armada Metals Limited

www.armadametals.com.au

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 14. Equity - issued capital (continued) Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Issue of shares - RCF RCF has invested a total $959,764 (US$750,000) in cash. As part of this they received 5,000,000 fully paid ordinary shares and 3,330,000 options over ordinary shares. In addition, the company and Armada Exploration Gabon entered into a mineral royalty deed with RCF Opportunities Fund LP (RCF) on 24 December 2020 (the Mineral Royalty Deed) under which Armada Exploration Gabon has agreed to pay royalty to RCF in respect of the production, and the company has agreed to guarantee the performance of Armada Exploration Gabon’s obligations pursuant to the terms of the Mineral Royalty Deed. Under the agreement the royalty payable on 0.5% of revenues from Armada Exploration Gabon's mining area. Issue of shares - Metal Tiger PLC (MTR) MTR has invested a total $959,764 (US$750,000) in cash. As part of this they received 5,000,000 fully paid ordinary shares and 3,330,000 options over ordinary shares. Issue of shares - Cobre Limited (Cobre) Cobre has invested a total $959,764 (US$750,000) in cash. As part of this they received 5,000,000 fully paid ordinary shares and 3,330,000 options over ordinary shares. Treatment of equity financial instruments A financial liability of $702,105 was initially recognised in Armada Mauritius relating to the fair value of the share options previously issued to Cobre, MTR and RCF by Armada Mauritius which were originally accounted for as a derivative financial instrument due to both the number of options and exercise price being variable under the terms of the respective Investment Agreements. Upon completion of the Restructure the said share options in Armada Mauritius have been cancelled and replaced with Unlisted Options in Armada Metals in accordance with the terms of the Share Sale Deed. The terms of the Unlisted Options are such that upon completion of the IPO the number of Unlisted Options become fixed at 3,330,000 (per recipient entity) and exercise price fixed at $0.334. In accordance with the Company’s accounting policy, the company elected to reclassify the derivative financial liability to equity upon the fixing of the conversion option. Upon derecognition of the financial liability and recognition of equity financial instrument, a fair value loss of $75,294 has recognised through the profit and loss. Refer to note 15. Share buy-back There is no current on-market share buy-back. Capital risk management The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The consolidated entity 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 consolidated entity 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.

Annual Report for the year ended 31 December 2021 | 35

NOTES TO THE FINANCIAL STATEMENTS

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 15. Equity - reserves Consolidated 2021 2020 $ $ Foreign currency reserve Share-based payments reserve Other reserves

589,907 741,270 777,399

814,400 -

2,108,576

814,400

Foreign currency reserve The reserve is used to recognise exchange differences arising from the translation of the consolidated entity's financial statements to Australian dollars. Share-based payments reserve The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services. Other reserves The reserve is used to recognise the value of equity financial instruments reclassified from derivative financial liabilities upon completion of the company's listing on the ASX. Refer to note 14. Movements in reserves Movements in each class of reserve during the current and previous financial year are set out below: Other Consolidated

Share based payments $

Balance at 1 January 2020 Foreign currency translation

Currency Translation $

508,701 305,699

Balance at 31 December 2020 Foreign currency translation Share based payments Transfer from derivative financial liability upon completion of IPO

777,399

741,270 -

814,400 (224,493) -

Balance at 31 December 2021

777,399

741,270

589,907

Note 16. Equity - dividends There were no dividends paid, recommended or declared during the current or previous financial year. Note 17. Financial instruments Financial risk management objectives The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity. Risk management is carried by the Board of Directors ('the Board') Market risk Foreign currency risk The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.

Armada Metals Limited

www.armadametals.com.au

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 17. Financial instruments (continued) Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. The carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities at the reporting date were as follows: 2021 $

Consolidated Central African Franc

Consolidated - 2021

11,645

AUD strengthened Effect on Effect on profit before % change equity tax 10%

(6,459)

10%

(4,659)

(6,762)

195,004

79,266

AUD weakened Effect on Effect on profit before % change equity tax

AUD strengthened Effect on Effect on profit before % change equity tax

Central African Franc

Liabilities 2021 2020 $ $

2020 $

130,412

Central African Franc

Consolidated - 2020

Assets

10%

6,459

AUD weakened Effect on Effect on profit before % change equity tax

(6,762)

10%

6,762

Price risk The consolidated entity is not exposed to any significant price risk. Interest rate risk The consolidated entity is not exposed to any significant price risk. Credit risk The consolidated entity is not exposed to significant credit risk. Liquidity risk Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable. The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. Remaining contractual maturities The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

Consolidated - 2021 Non-interest bearing Trade and other payables Redeemable shares * Total non-derivatives

Weighted average interest rate % -

1 year or less $

Between 1 Between 2 and 2 years and 5 years $ $

443,587 443,587

5,299 5,299

Remaining contractual On Demand maturities $ $

Over 5 years $ -

3,534,794 3,534,794

448,886 3,534,794 3,983,680

Annual Report for the year ended 31 December 2021 | 37

NOTES TO THE FINANCIAL STATEMENTS

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 17. Financial instruments (continued)

Consolidated - 2020

Weighted average interest rate %

Non-interest bearing Trade and other payables Interest free loan Redeemable shares * Interest-bearing - variable Bank overdraft Total non-derivatives *

1 year or less $

Between 1 Between 2 and 2 years and 5 years $ $

Remaining contractual On Demand maturities $ $

Over 5 years $

125,081 -

5,443 -

84,394 2,771,260

130,524 84,394 2,771,260

4,067 129,148

5,443

2,855,654

4,067 2,990,245

The redeemable shares financial liability has been presented in the above tables as on demand because the ‘change of control’ event that requires redemption (see note 13 ) is not within the company’s control. However, the company reasonably expects settlement of the redeemable shares to take place between within 1 year as at 31 December 2021 (31 December 2020: between 1 and 2 years).

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above. Fair value of financial instruments Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. Note 18. Key management personnel disclosures Compensation The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below: Consolidated 2021 2020 $ $ Short-term employee benefits Share-based payments

170,499 164,380

69,504 -

334,879

69,504

Note 19. Remuneration of auditors Consolidated 2021 2020 $ $ Audit services - Ernst and Young Audit or review of the financial statements Other services - Ernst and Young Investigating accountant's report

Audit services - network firms Audit or review of the financial statements

67,500

20,000

183,280

250,780

20,000

31,140

25,000

Armada Metals Limited

www.armadametals.com.au

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 20. Contingent liabilities In April 2021, Armada Exploration Gabon received a Formal Notice of a Demand to Pay, of approximately $80,000, from the Directorate-General of Taxes in Gabon in relation to the 2013-2015 fiscal period. The Company has written to the DirectorateGeneral of Taxes in Gabon and disputed this tax liability, on the basis that the Company does not believe there is a tax liability, and has not received any further correspondence in relation to this matter. Armada Exploration Gabon intends to defend its position if required, if the Directorate-General of Taxes in Gabon seeks to enforce this and impose additional interest and penalties. A liability in excess of 80,000 may exist. No amount has been provided for in relation to this matter. The consolidated entity did not have any other contingent liabilities at 31 December 2021 and 31 December 2020. Note 21. Commitments The consolidated entity had total commitment totalling $1,359,311 (2020: $2,545,862) in relation to its exploration tenements in Gabon. These costs must be incurred before July 2022. Note 22. Related party transactions Parent entity Armada Metals Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in note 24. Key management personnel Disclosures relating to key management personnel are set out in note 18 and the remuneration report included in the directors' report. Transactions with related parties The following transactions occurred with related parties: Consolidated 2021 2020 $ $ Payment for goods and services: Payment for services from those related to key management personnel Fees paid to Red Technical, excluding those included in KMP remuneration (an entity related to Ross McGowan)

12,000

109,709

85,246

In addition to the above fees Martin Holland received consulting fees of $100,000 that related to work performed before completion of the restructure. Receivable from and payable to related parties The following balances are outstanding at the reporting date in relation to transactions with related parties: Consolidated 2021 2020 $ $ Current payables: Trade payable to Red Technical (an entity related to Ross McGowan)

67,319

48,830

Annual Report for the year ended 31 December 2021 | 39

NOTES TO THE FINANCIAL STATEMENTS

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 22. Related party transactions (continued) Loans to/from related parties The following balances are outstanding at the reporting date in relation to loans with related parties: Consolidated 2021 2020 $ $ Current borrowings: Loan - RED Capital Limited (an entity related to company director Ross McGowan) * *

84,394

The loan due to RED Capital Limited (Formerly known as Armada Resource Capital Ltd) was unsecured, interest free and repayable on demand. This was repaid in full during the current year.

Note 23. Parent entity information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income 2021 $

Parent

2020 $

Loss after income tax

(2,216,019)

Total comprehensive loss

(2,216,019)

Statement of financial position 2021 $

Parent

2020 $

Total current assets

8,400,698

Total assets

8,443,944

Total current liabilities

133,525

Total liabilities

709,225

8,719,928 453,411 777,399 (2,216,019)

7,734,719

Equity Issued capital Share-based payments reserve Other reserves Accumulated losses Total equity

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The parent entity had no guarantees in relation to the debts of its subsidiaries as at 31 December 2021. Contingent liabilities The parent entity had no contingent liabilities as at 31 December 2021. Capital commitments - Property, plant and equipment The parent entity had no capital commitments for property, plant and equipment as at 31 December 2021.

Armada Metals Limited

www.armadametals.com.au

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 23. Parent entity information (continued) Significant accounting policies The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1, except for the following: ● Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. Note 24. Interests in subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1:

Name

Principal place of business / Country of incorporation

Ownership interest 2021 2020 % %

Armada Metals Germany GmbH Armada Exploration Limited Armada Exploration Gabon

Germany Mauritius Gabon

100.00% 100.00% 100.00%

Note 25. Events after the reporting period On 14 February 2022, the renewal of permit G5-555 was granted and was received formally by the company on 28 February 2022. The permit is valid until February 2025. No other matter or circumstance has arisen since 31 December 2021 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years. Note 26. Reconciliation of loss after income tax to net cash used in operating activities Consolidated 2021 2020 $ $ Loss after income tax expense for the year Adjustments for: Depreciation and amortisation Share-based payments Non cash finance costs in relation to redeemable shares Fair value loss on derivatives Change in operating assets and liabilities: Increase in trade and other receivables Decrease/(increase) in other operating assets Increase/(decrease) in trade and other payables Net cash used in operating activities

(3,091,371)

(794,948)

2,349 244,811 572,788 75,294

5,812 567,604 -

(141,471) (10,335) 331,599

(2,712) 577 (39,837)

(2,016,336)

(263,504)

Annual Report for the year ended 31 December 2021 | 41

NOTES TO THE FINANCIAL STATEMENTS

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 27. Changes in liabilities arising from financing activities Redeemable Shares $

Consolidated

RED Capital Loan $

Total $

Balance at 1 January 2020 Net cash from financing activities Exchange differences Accretion of liability

2,487,065 (283,409) 567,604

42,820 41,574 -

2,529,885 41,574 (283,409) 567,604

Balance at 31 December 2020 Net cash used in financing activities Exchange differences Accretion of liability

2,771,260 190,746 572,788

84,394 (84,394) -

2,855,654 (84,394) 190,746 572,788

Balance at 31 December 2021

3,534,794

Note 28. Earnings per share Consolidated 2021 2020 $ $ Loss after income tax attributable to the owners of Armada Metals Limited

(3,091,371)

(794,948)

Number

Weighted average number of ordinary shares used in calculating basic earnings per share

53,589,041

38,053,424

Weighted average number of ordinary shares used in calculating diluted earnings per share

53,589,041

38,053,424

Cents Basic loss per share Diluted loss per share

Cents

(5.77) (5.77)

(2.09) (2.09)

Options that could potentially dilute basic earnings per share in the future, were not included in the calculation of diluted earnings per share because they are antidilutive. Note 29. Share-based payments Prior to listing the company issued options to key management personnel and other employees as remuneration for service rendered. Set out below are summaries of options granted under the plan: Number of options 2021

Weighted average exercise price 2021

Weighted average exercise price 2020

Number of options 2020

Outstanding at the beginning of the financial year Granted

8,150,000

$0.0000 $0.3340

$0.0000 $0.0000

Outstanding at the end of the financial year

8,150,000

$0.0000

Exercisable at the end of the financial year

8,150,000

$0.3340

$0.0000

Armada Metals Limited

www.armadametals.com.au

Armada Metals Limited Notes to the financial statements 31 December 2021 Note 29. Share-based payments (continued) 2021 Grant date

Expiry date

11/10/2021 11/10/2021

15/12/2026 15/12/2026

Exercise price

Balance at the start of the year

$0.3340 $0.3340

Weighted average exercise price

Granted

Expired/ forfeited/ other

Exercised

Balance at the end of the year

4,400,000 3,750,000 8,150,000

$0.0000

$0.3340

$0.0000

$0.3340

The weighted average remaining contractual life of options outstanding at the end of the financial year was 4.95 years. For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows: Grant date

Expiry date

Share price at grant date

11/10/2021 11/10/2021

15/12/2026 08/06/2026

$0.1451 $0.1451

Exercise price

Expected volatility

$0.3340 $0.3340

100.00% 100.00%

Dividend yield

Risk-free interest rate

Fair value at grant date

0.68% 0.68%

$0.090 $0.090

Annual Report for the year ended 31 December 2021 | 43

Directors’ Declaration Armada Metals Limited Directors' declaration 31 December 2021 Armada Metalsopinion: Limited In the directors' Directors' declaration 31 2021financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the ● December the attached Corporations Regulations 2001 and other mandatory professional reporting requirements; In the directors' opinion: ● the attached financial statements and notes comply with International Financial Reporting Standards as issued by the ● the attached Accounting financial statements notes within the Act 2001, the Accounting Standards, the International Standardsand Board as comply described noteCorporations 1 to the financial statements; Corporations Regulations 2001 and other mandatory professional reporting requirements; ● the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at ● the attached financial statements and notesforcomply with International Reporting 31 December 2021 and of its performance the financial year endedFinancial on that date; and Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements; ● there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due ● the andattached payable. financial statements and notes give a true and fair view of the consolidated entity's financial position as at 31 December 2021 and of its performance for the financial year ended on that date; and The directors have been given the declarations required by section 295A of the Corporations Act 2001. ● there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. On behalf of the directors The directors have been given the declarations required by section 295A of the Corporations Act 2001. On behalf of the directors ___________________________ Ross McGowan Managing Director & CEO ___________________________ 31 March 2022 Ross McGowan Managing Director & CEO 31 March 2022

Armada Metals Limited

www.armadametals.com.au

Responsibilities of the Directors for the Financial Report

Independent Auditor’s Report

The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. George Tel: 2 9248 5555 Reasonable assurance is a200 high levelStreet of assurance, but is not a +61 guarantee that an audit conducted in accordance Sydney NSW Australia Fax: +61 2 9248 5959 when it exists. Misstatements can with Australian Auditing Standards will2000 always detect a material misstatement GPO Box 2646 Sydney NSW 2001 ey.com/au arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: •

Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that Independent the ofriskArmada Metals is sufficientAuditor’s and appropriateReport to provide to a basis forMembers our opinion. The of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve Limited collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain understanding internal control relevant to the audit in order to design audit procedures Report on an the Audit ofof the Financial Report that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.

Opinion

• Evaluatethe thefinancial appropriateness accounting policies used the reasonableness of accounting We have audited report ofof Armada Metals Limited (theand Company) and its subsidiaries (collectively estimates relatedthe disclosures madestatement by the Directors. the Group), which and comprises consolidated of financial position as at 31 December 2021, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the • Conclude on the the Directors’ use of the concern basis including of accounting and, consolidated statement of appropriateness cash flows for theofyear then ended, notes to going the financial report, a summary based on the audit evidence whether a material uncertainty exists related to events and of significant accounting policies, and obtained, the Directors’ declaration. conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we In our opinion, the accompanying report of the is in accordance with the Corporations Act 2001, conclude that a materialfinancial uncertainty exists, weGroup are required to draw attention in our auditor’s report including:to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. are consolidated based on the financial audit evidence obtained up to as theatdate of our auditor’s a) giving a true Our and conclusions fair view of the position of the Group 31 December 2021 and However, futureperformance events or conditions may ended cause on thethat Group to cease of itsreport. consolidated financial for the year date; and to continue as a going concern. b) complying with Australian Accounting Standards and the Corporations Regulations 2001. •

Evaluate the overall presentation, structure and content of the financial report, including the

Basis for Opinion disclosures, and whether the financial report represents the underlying transactions and events in a

manner that achieves fair presentation. We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or our report. We are independent of the Group in accordance with the auditor independence requirements of the business activities within the Group to express an opinion on the financial report. We are responsible Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards APES for the direction, supervision and performance of the Group audit. We remain solely responsible for 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are our audit opinion. relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of theGlobal current year. This matter was addressed in the context of our audit of the financial A member firm of Ernst & Young Limited Liability as limited by a scheme under Standards Legislation report a whole, and inapproved forming ourProfessional opinion thereon, but we do not provide a separate opinion on the matter. For the matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report, including in relation to this matter. Accordingly, our audit included the performance of procedures designed to respond to our assessment of theAnnual risks of Report materialfor misstatement of the31financial the year ended December 2021 | 45 report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report.

giving a true and fair view of the consolidated financial position of the Group as at 31 December 2021 and of its consolidated financial performance for the year ended on that date; and

complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion INDEPENDENT AUDITOR’S REPORT We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters Carrying of are Exploration and that, Evaluation Assets Key auditValue matters those matters in our professional judgment, were of most significance in our audit of the financial report of the current year. This matter was addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but weour do not provide a separate on the matter. Why significant How audit addressed the opinion key audit matter For the matter below, our description of how our audit addressed the matter is provided in that context.

Thehave Group’s exploration assets of $6.0m as at 31 Our procedures to addressfor thethe Group’s of We fulfilled the responsibilities described in the Auditor’s Responsibilities Audit assessment of the Financial indicatorsour foraudit exploration included: December 2021 represents 38% of the total assets Report section of our report, including in relation to this impairment matter. Accordingly, includedassets the performance ofofprocedures the Group. designed to respond to our assessment of the risks of material misstatement of the financial  Understanding the current exploration program and report. The results of our audit procedures, including the procedures performed to address the matters below, any associated risks. provide the basis forare ourinitially audit opinion on the financial report. Exploration assets recognised at accompanying cost  Considering the Group’s right to explore in the and any additional expenditure is capitalised to the exploration asset accordance and with Evaluation the Group’s Assets relevant exploration area, which included obtaining Carrying Value of in Exploration and assessing supporting documentation such as accounting policy as outlined in Note 1. license agreements.

Why significant

How our audit addressed the key audit matter

At each reporting date the Directors’ assess the  Considering the Group’s intention to carry out Group’s exploration assets for indicators of significant to exploration andGroup’s evaluation activity in The Group’s exploration assets of $6.0m as at 31 Our procedures address the assessment of the impairment. The decision as to whether there are relevant areas of for interest, which assets included an indicators exploration included: December 2021 represents 38% of the total assets impairment indicators that require the Group’s exploration assessment of the Group’s cash-flow forecast of the Group. assets to be assessed for impairment in  models, Understanding the current exploration program discussions with senior management andand accordance with AASB 6 involved judgment, any associated risks. Directors as to the intentions and strategy of the Exploration assets are including whether; the initially rights torecognised tenure for at thecost  Group. Considering the Group’s right to explore in the and any expenditure is Group’s capitalised to the areas of additional interest are current; the ability relevant exploration included  Agreeing a sample ofarea, costswhich capitalised for obtaining the period exploration asset in accordance with the and intention to continue to evaluate andGroup’s develop and assessingdocumentation supporting documentation such as to supporting and considering accounting policy asand outlined in Note 1. the area of interest whether the results of the license agreements. whether these costs meet the requirements of Group’s exploration and evaluation work to date Accounting Standards the Group’s are sufficiently progressed for a decision to be At each reporting date the Directors’ assess the  Australian Considering the Group’s intentionand to carry out A member firm of Ernst & Young Global Limited accounting policy. made as to the commercial viability or otherwise of Group’s exploration assets for indicators of significant exploration and evaluation activity in the Liability limited by a scheme approved under Professional Standards Legislation the area of interest. impairment. The decision as to whether there are relevant areas of interest, which included  Assessing whether the methodology used an by the indicators that require the Group’s exploration assessment of theindicators Group’s cash-flow forecast Group to identify of impairment met the assets totherefore be assessed for impairment in Audit We have considered this a Key models, discussions with senior management and requirements of Australian Accounting Standards. accordance with judgment, Matter due to theAASB value6ofinvolved the exploration assets Directors as to the intentions and strategy of the  Evaluating the adequacy of the related disclosures includingtowhether; the and rights tenure for the relative total assets thetosignificant Group. in the financial report. areas of interest areincurrent; the Group’s ability judgments involved the assessment of indicators  Agreeing a sample of costs capitalised for the period and intention to continue to evaluate and develop of impairment. to supporting documentation and considering the area of interest and whether the results of the whether these costs meet the requirements of Group’s exploration and evaluation work to date Australian Accounting Standards and the Group’s are sufficiently progressed for a decision to be accounting made as to the other commercial viability or otherwise Statements of Information than the Financial and policy. Auditor’s Report the area of interest.  Assessing whether the comprises methodology by the The Directors are responsible for the other information. The other information theused information Group to identify indicators of impairment met the included in the Company’s 2021 Annual Report other than the financial report and our auditor’s report thereon. We have therefore considered this a Key Audit requirements of Australian Accounting Standards. We obtained the Directors’ Report that is to be included in the Annual Report, prior to the date of this auditor’s Matter due to the value of the exploration assets report, and expect obtain the remaining sections  of the Annual Report after the date of thisdisclosures auditor’s Evaluating the adequacy of the related relative to we total assetstoand the significant report. in the financial report. judgments involved in the assessment of indicators of impairment. Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the report, our responsibility to read the other information and, in Information other than thefinancial Financial Statements andis Auditor’s Report doing so, consider whether the other information is materially inconsistent with the financial report or our The Directors are responsible the otherappears information. The other misstated. information comprises the information knowledge obtained in the auditfor or otherwise to be materially included in the Company’s 2021 Annual Report other than the financial report and our auditor’s report thereon. If, on the we have performed onbe the other information obtained Webased obtained the work Directors’ Report that is to included in the Annual Report,prior priorto tothe the date date of of this this auditor’s auditor’s report, that is the a material misstatement thisAnnual other information, required report report, we andconclude we expect tothere obtain remaining sections ofofthe Report after we theare date of this to auditor’s that fact. We have nothing to report in this regard. report. Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the financial report, our responsibility is to read the other information and, in the financial report or our

doing so,firm consider the Limited other information is materially inconsistent with A member of Ernst &whether Young Global knowledge in the auditunder or otherwise appears to Legislation be materially misstated. Liability limitedobtained by a scheme approved Professional Standards

If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that We haveMetals nothingLimited to report in this regard. www.armadametals.com.au 46 fact. | Armada

made as to the commercial viability or otherwise of the area of interest. We have therefore considered this a Key Audit Matter due to the value of the exploration assets relative to total assets and the significant judgments involved in the assessment of indicators of impairment.

accounting policy. 

Assessing whether the methodology used by the Group to identify indicators of impairment met the requirements of Australian Accounting Standards.



Evaluating the adequacy of the related disclosures in the financial report.

Information other than the Financial Statements and Auditor’s Report The Directors are responsible for the other information. The other information comprises the information included in the Company’s 2021 Annual Report other than the financial report and our auditor’s report thereon. We obtained the Directors’ Report that is to be included in the Annual Report, prior to the date of this auditor’s report, and we expect to obtain the remaining sections of the Annual Report after the date of this auditor’s report. Our opinion on the financial report does not cover the other information and we do not and will not express any Responsibilities of the Directors for the Financial Report

form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such In connection with our audit of the financial report, our responsibility is to read the other information and, in internal control as the Directors determine is necessary to enable the preparation of the financial report that doing so, consider whether the other information is materially inconsistent with the financial report or our gives a true and fair view and is free from material misstatement, whether due to fraud or error. knowledge obtained in the audit or otherwise appears to be materially misstated. In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a If, based on the work we have performed on the other information obtained prior to the date of this auditor’s going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of report, we conclude that there is a material misstatement of this other information, we are required to report accounting unless the Directors either intend to liquidate the Group or cease operations, or have no realistic that fact. We have nothing to report in this regard. alternative but to do so.

Responsibilities of the Directors for the Financial Report Responsibilities of the Directors for the Financial Report Responsibilities of the Directors for the Financial Report Responsibilities of the Directors for the Financial Report Responsibilities of the Directors for the Financial Report Responsibilities of the Directors for the Financial Report The Directors of the Company are responsible for the preparation of report The Directorsresponsibilities of the Company are for responsible for theof preparation of the the financial financial report that that gives gives a a true true and and Auditor’s the Audit the Financial Report The Directors of the are responsible for the preparation of the financial report that gives a true and The Directors of the Company Company are responsible for theStandards preparation of the financial report that gives a true and fair view in accordance with Australian Accounting and the Corporations Act 2001 and The Directors of are for preparation of the financial that gives a for truesuch and fair view in accordance with Australian Accounting and Act 2001 and for such The Directors of the the Company Company are responsible responsible for the theStandards preparation ofthe the Corporations financial report report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from internal control as the Directors determine is necessary to enable preparation of the financial report that fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determine is necessary to enable the preparation of the financial report that fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determine is necessary to enable the preparation of the financial report that internal control as the Directors determine is the preparation of the financial report that material misstatement, whether due to fraud ornecessary error, andto toenable issuewhether an auditor’s report that includes our opinion. gives a true and fair view and free from material misstatement, due to or error. internal control as the Directors determine is to the of financial gives a true and fair view and is is free from material misstatement, due to fraud fraud or error. internal control as Directors determine is necessary necessary to enable enablewhether the preparation preparation of the the financial report report that that gives a and fair view is free from material misstatement, whether due fraud or gives a true true and fairthe view and islevel free from material misstatement, whether dueanto toaudit fraud or error. error. Reasonable assurance is aand high of assurance, but is not a guarantee that conducted in accordance gives a true and fair view and is free from material misstatement, whether due to fraud or error. A member firm of Ernst & Young Global Limited gives a true and fair view report, and is free from material misstatement, whether due toGroup’s fraud or error.to In preparing the financial the Directors are responsible for assessing the ability continue as a In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can Liability limited by a scheme approved under Professional Standards Legislation In preparing the financial report, the Directors are responsible for assessing the Group’s to continue as a In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, applicable, matters related to going going concern and using the ability going concern basis of In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as matters related to concern and using the going concern basis of arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or cease operations, or have no realistic going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors Directors either decisions intend to of liquidate the Group or cease operations, or have no realistic realistic be expected to influence the economic usersto taken onconcern theor basis of using this financial report. going concern, disclosing, as applicable, matters related going and the going concern basis of accounting unless the either intend to liquidate the Group cease operations, or have no accounting unless the Directors either intend to liquidate the Group or cease operations, or have no realistic alternative but to do so. accounting unless the Directors alternative to do accounting but unless theso. Directors either either intend intend to to liquidate liquidate the the Group Group or or cease cease operations, operations, or or have have no no realistic realistic alternative but to alternative but to do do so. As part of an audit inso. accordance with Australian Auditing Standards, we exercise professional judgment and alternative alternative but but to to do do so. so. maintain professional scepticism throughout the audit. We also:

Auditor’s responsibilities for the Audit of the Financial Report Auditor’s responsibilities for the Audit of the Financial Report Auditor’s responsibilities for the Audit of the Financial Report Auditor’s responsibilities for Audit of the Financial Report • Identify and assess the risks of the material misstatement of the financial report, whether due to fraud or Auditor’s responsibilities for the Audit of the Financial Report Auditor’s responsibilities for the Audit of the Financial Report Our Our objectives objectives are are to to obtain obtain reasonable reasonable assurance assurance about about whether whether the the financial financial report report as as a a whole whole is is free free from from

error, are design and perform audit assurance proceduresabout responsive to those risks, and obtain audit evidence that Our objectives to obtain reasonable whether the financial report as a whole is free from Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an report that our opinion. Our objectives are to toand obtain reasonable assurance about whether theauditor’s financial report as includes a whole whole is free free from material misstatement, whether due to or error, and to issue an auditor’s includes our opinion. Our objectives are obtain reasonable assurance about the financial report as a is from is sufficient appropriate tofraud provide a basis forwhether our opinion. The riskreport of notthat detecting a material material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is iswhether a high high level level of assurance, but and is not not aissue guarantee that an an auditthat conducted inour accordance material misstatement, due to fraud or error, to an auditor’s report includes opinion. Reasonable assurance a of assurance, but is a guarantee that audit conducted in accordance material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance Reasonable assurance isStandards a high high level levelwill of always assurance, buta is not a a guarantee guarantee that an an audit conducted in accordance accordance with Australian Auditing detect material misstatement when it exists. Misstatements can Reasonable assurance is a of assurance, but is not that audit conducted in with Australian Auditing detect a material misstatement when it exists. Misstatements can Reasonable assurance isStandards a high levelwill of always assurance, but is not a guarantee an audit conducted in accordance collusion, forgery, intentional omissions, misrepresentations, or that the override of internal control. with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected expected to influence influence the economic decisions of users users taken on on the the basis ofaggregate, this financial financial report. arise from fraud or error and are considered material if, individually or in the they could reasonably be to the economic decisions of taken basis of this report. arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures be expected expected to to influence influence the the economic economic decisions decisions of of users users taken taken on on the the basis basis of of this this financial financial report. report. be be expected to influence the economic decisions ofAuditing users taken on the basis ofexpressing this financial As part of an audit in accordance Australian Standards, we exercise professional judgment that are appropriate in thewith circumstances, but not for the purpose of an report. opinion on the and As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgment and As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgment and As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: also: effectiveness of the entity’s internal control. As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: maintain professional scepticism throughout the audit. We also: maintain professional scepticism throughout the audit. audit. We also: also:of the financial report, whether due to fraud or maintain professional scepticism throughout the We •• Identify and assess the risks of material misstatement Identify and the risks of material misstatement of the financial report, whether due to fraud or •• Identify and assess the of misstatement of the financial report, whether due to or Evaluate theassess appropriateness accounting policies used and therisks, reasonableness of accounting Identify and assess the risks risks ofofmaterial material misstatement ofto the financial report, whether due to fraud fraud or error, design and perform audit procedures responsive those and audit evidence that •• Identify and assess the risks of material misstatement of financial whether to fraud or error, design and perform audit procedures responsive tothe those risks, report, and obtain obtain auditdue evidence that Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that estimates and related disclosures made by the Directors. error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from to fraud is higher higher than for one resulting from error, as fraud fraud may may involve is and appropriate provide a basis for our opinion. The risk not detecting a misstatement resulting from fraud than one error, as involve is sufficient sufficient and appropriate to provide aDirectors’ basis forfor our opinion. Thefrom risk of of not detecting a material material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve • Conclude on the appropriateness ofis the use of resulting the going concern basis of accounting and, misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. based on the audit intentional evidence obtained, whether a material uncertainty exists related to events and collusion, forgery, omissions, misrepresentations, or the override of internal control. collusion, intentional omissions, misrepresentations, or the override control. collusion, forgery, forgery, omissions, or to thecontinue overrideasof ofainternal internal control. If we conditions that mayintentional cast significant doubtmisrepresentations, onrelevant the Group’s ability going concern. •• Obtain understanding of to in to audit procedures Obtain an anthat understanding of internal internal control control relevant to the the audit audit in order order to design design audit procedures •• Obtain an understanding of internal control relevant to the audit in order to design audit procedures conclude a material uncertainty exists, we are required to draw attention in our auditor’s report Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the •• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s effectiveness of the entity’s internal control. effectiveness of the the entity’s internal control. may cause the Group to cease to continue as a going effectiveness of entity’s internal control. report. However, future events or conditions •• Evaluate the appropriateness of accounting policies used and Evaluate the appropriateness of accounting policies used and the the reasonableness reasonableness of of accounting accounting concern. •• Evaluate the appropriateness of accounting policies used Evaluate the the appropriateness of accounting accounting policies used and and the the reasonableness reasonableness of of accounting accounting estimates and related disclosures made by the Directors. •• Evaluate appropriateness of policies used and the reasonableness of accounting estimates and related disclosures made by the Directors. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates estimates and and related related disclosures disclosures made made by by the the Directors. Directors. estimates and related disclosures made by the Directors. estimates andoverall related disclosures made by the Directors. • Evaluate the presentation, structure and content of the financial report, including the •• Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, Conclude on the appropriateness of Directors’ use the going basis of disclosures, whether the financial report represents underlying transactions and eventsand, in a Conclude onand the appropriateness of the the Directors’ use of of the the going concern concern basis of accounting accounting and, ••• Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events and Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events and • Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, manner that achieves fair presentation. based on the audit evidence obtained, whether a material uncertainty exists related to events and based on the the audit evidence obtained, whether a material material uncertainty exists as related to events events andIf conditions that may cast significant doubt on the Group’s ability to continue a going concern. we based on audit evidence obtained, whether a uncertainty exists related to and conditions that may cast significant doubt on the Group’s ability to a going concern. based on the audit evidence obtained, whether a material uncertainty exists as related to events andIf conditions that may cast uncertainty significant doubt onwe the Group’s ability to continue continue as a our going concern. If we we conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material exists, are required to draw attention in auditor’s report conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the the related related disclosures in the the financial financial report or, required if such such disclosures disclosures are inadequate, inadequate, to modify modify our conclude that a we are to draw attention in auditor’s report to in report or, if are to our conclude that disclosures a material material uncertainty exists, we an are required to draw attention in our our auditor’s report to the the related related disclosures in the the financial report or, if such suchobtained disclosures arethe inadequate, toauditor’s modify our business activities withinuncertainty the Group toexists, express opinion on the financial report. We are responsible to disclosures in financial report or, if disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence up to date of our to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s for the direction, supervision and performance of the Group audit. We remain solely responsible for opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going opinion. Our conclusions are on evidence obtained to date of auditor’s report. However, future or may cause Group to continue a opinion. Our conclusions are based based on the the audit audit evidence obtained up to the the to date of our our as auditor’s report. However, future events events or conditions conditions may cause the the Group up to cease cease to continue as a going going our audit opinion. report. However, future events or conditions may cause the Group to cease to continue as a going concern. report. However, future events or conditions may cause the Group to cease to continue as a going concern. report. However, future events or conditions may cause the Group to cease to continue as a going concern. concern. concern. concern. •• Evaluate Evaluate the the overall overall presentation, presentation, structure structure and and content content of of the the financial financial report, report, including including the the •• Evaluate the overall presentation, structure and content of the financial report, including the Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in •• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a a Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report report represents represents the the underlying underlying transactions transactions and and events events in in a disclosures, and whether the financial a manner that achieves fair presentation. disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. manner that that achieves fair fair presentation. manner manner that achieves achieves fair presentation. presentation. •• Obtain sufficient sufficient appropriate appropriate audit audit evidence evidence regarding regarding the the financial financial information information of of the the entities entities or or Obtain •• Obtain sufficient appropriate audit regarding the financial information the entities or Obtain sufficient appropriate audit evidence evidence regarding theon financial information ofWe theare entities or business activitiesappropriate within the the Group Group to express express an opinion opinion on the financial financial report.of We are responsible •• Obtain sufficient audit evidence regarding the financial information of the entities or business activities within to an the report. responsible Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible business activities within the Group to express an on the financial report. We are responsible for the the direction, direction, supervision and performance of opinion the Group audit. We remain solely responsible for business activities within to on the report. We are for and of the We solely for business activitiessupervision within the the Group Group to express express an an opinion onaudit. the financial financial report. Weresponsible are responsible responsible for the direction, supervision and performance performance of opinion the Group Group audit. We remain remain solely responsible for for the direction, performance of the Group audit. We remain solely responsible for our of audit opinion. A member firm Ernst & Young supervision Global Limitedand for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. our audit opinion. Liability limited by a scheme approved under Professional Standards Legislation our our audit audit opinion. opinion.

Annual Report for the year ended 31 December 2021 | 47

INDEPENDENT AUDITOR’S REPORT

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit We communicate with the Directors regarding, among deficiencies other matters, the planned scope timing ofduring the audit and significant audit findings, including any significant in internal control thatand we identify our and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit audit. and also significant audit including significant in internalwith control that we identify during our We provide thefindings, directors with a any statement thatdeficiencies we have complied relevant ethical requirements audit. We also provide the directors a statement have complied relevant requirements regarding independence, and to with communicate with that themwe all relationships andwith other mattersethical that may reasonably regarding to communicate with them all relationships and other mattersthreats that may reasonably be thoughtindependence, to bear on ourand independence, and where applicable, actions taken to eliminate or safeguards We also provide the directors with a statement that we have complied with relevant ethical requirements be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. regarding independence, and to communicate with them all relationships and other matters that may reasonably applied. be thought to bearcommunicated on our independence, and where taken tothat eliminate threats or safeguards From the matters to the Directors, weapplicable, determineactions those matters were of most significance in applied. From the of matters communicated thecurrent Directors, determine those the matters that were of most significance in the audit the financial report oftothe yearwe and are therefore key audit matters. We describe these the auditinofour theauditor’s financialreport reportunless of thelaw current year andprecludes are therefore the key auditabout matters. We describe these matters or regulation public disclosure the matter or when, in From the matters communicated to the Directors, we determine those matters that were of most significance in matters in rare our auditor’s report unless law or regulation precludes disclosure about the matter or when, in extremely circumstances, we determine that a matter shouldpublic not be communicated in our report because the audit of the financial report of the current year and are therefore the key audit matters. We describe these extremely circumstances, we determine that a matter nottobe communicated in our report because the adverserare consequences of doing so would reasonably be should expected outweigh the public interest benefits of matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. extremely rare circumstances, we determine that a matter should not be communicated in our report because such communication. the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on the Remuneration Report Report on the Remuneration Report Opinion Report Report on onthe theRemuneration Remuneration Report

Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 8 to 13 of the Directors' report for the year Opinion on the Report We have the Remuneration Remuneration Report included in pages 8 to 13 of the Directors' report for the year ended 31audited December 2021.

ended 31 December 2021. Weour have audited the Remuneration Report pagesLimited 8 to 13for ofthe theyear Directors' for the year In opinion, the Remuneration Report ofincluded Armada in Metals endedreport 31 December 2021, ended 31with December 2021. In our opinion, the Remuneration of Armada Metals Limited for the year ended 31 December 2021, complies section 300A of theReport Corporations Act 2001. complies with section 300A of the Corporations Act 2001. In our opinion, the Remuneration Report of Armada Metals Limited for the year ended 31 December 2021, Responsibilities complies with section 300A of the Corporations Act 2001.

Responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Responsibilities The Directors of the Company are responsible the preparation and presentation of the is Remuneration Report in accordance with section 300A of thefor Corporations Act 2001. Our responsibility to express an

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

Ernst & Young Ernst & Young Ernst & Young

Ryan Fisk Ryan Fisk Partner Partner Sydney Ryan Fisk Sydney 31 March 2022 Partner 31 March 2022 Sydney 31 March 2022

A member firm of Ernst & Young Global Limited Liability limited by Ernst a scheme approved Professional Standards Legislation A member firm of & Young Globalunder Limited Liability limited by a scheme approved under Professional Standards Legislation A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

Armada Metals Limited

www.armadametals.com.au

Shareholder Information The shareholder information set out below was applicable as at 19 April 2022.

DISTRIBUTION OF EQUITABLE SECURITIES Analysis of number of equitable security holders by size of holding: Ordinary shares Number of holders 1 to 1,000 1,001 to 5,000

% of total shares issued

–

0.04

5,001 to 10,000

0.79

10,001 to 100,000

181

8.02

100,001 and over

91.15

356 Holding less than a marketable parcel

100.00 0.01

SUBSTANTIAL HOLDERS Substantial holders in the company are set out below: Ordinary shares Number held

% of total shares issued

RED CAPITAL LIMITED

16,250,000

15.62

METAL TIGER PLC

15,000,000

14.42

COBRE LIMITED

15,000,000

14.42

RCF OPPORTUNITIES FUND L.P

13,750,000

13.22

Annual Report for the year ended 31 December 2021 | 49

SHAREHOLDER INFORMATION

EQUITY SECURITY HOLDERS Twenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: Ordinary shares Number held RED CAPITAL LIMITED COBRE LIMITED RCF OPPORTUNITIES FUND LP METAL TIGER PLC METAL TIGER PLC HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED CS THIRD NOMINEES PTY LIMITED (HSBC CUST NOM AU LTD 13 A/C) MR PHILIP JOHN CAWOOD INMOB HOLDINGS LTD BRENDON JONES & ZAIN MADARUN (THE UPSIDE A/C) BNP PARIBAS NOMINEES PTY LTD (IB AU NOMS RETAILCLIENT DRP) LHC MINE FINANCE LTD MR MICHAEL PAUL JOSEPH CH TRUSTEES SA (THE KOOL A/C) RED CAPITAL LIMITED THE UPSIDE TRUST CERTANE CT PTY LTD (BC1) ARMA INVESTMENTS PTY LTD DOUGLAS HAYNES DISCOVERY PTY LTD MR NICHOLAS DERMOTT MCDONALD

% of total shares issued

15,431,932 15,000,000 10,000,000 10,000,000 5,000,000 4,275,073 4,130,000 2,820,000 2,400,000 2,000,000 1,993,500 1,750,000 1,600,000 1,000,000 818,068 817,000 774,551 750,000 709,034 636,290

14.84 14.42 9.62 9.62 4.81 4.11 3.97 2.71 2.31 1.92 1.92 1.68 1.54 0.96 0.79 0.79 0.74 0.72 0.68 0.61

81,905,448

78.76

Unquoted equity securities There are a total 23,340,000 options over ordinary shares, none of which are listed.

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

Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Holders of options over ordinary shares do not have any voting rights.

TENEMENTS Description

Tenement number

Interest owned %

Nyanga Project

G5-150

100.00

Nyanga Project

G5-555

100.00

Armada Metals Limited

www.armadametals.com.au

Armada Metals Limited ACN 649 292 080 Level 12, 225 George Street Sydney NSW 2000 www.armadametals.com.au

Armada Metals 2021 Annual Report

Articles inside

Independent Auditor’s Report

Notes to the Financial Statements

Chairman’s Letter

Financial Report

Directors’ Declaration