Marvel Gold : Annual accounts

ABN 77 610 319 769

ANNUAL REPORT - 31 December 2021

Corporate Information

ABN 77 610 319 769

Directors

Mr Stephen Dennis (Non-Executive Chairman)

Mr Phil Hoskins (Non-Executive Director)

Mr Andrew Pardey (Non-Executive Director)

Mr Chris van Wijk (Managing Director)

Company Secretary

Mr Stuart McKenzie

Registered Office

Emerald House 1202 Hay Street WEST PERTH WA 6005

Tel [phone] Fax [phone]

Bankers

National Australia Bank

Level 14, 100 St Georges Terrace PERTH WA 6000

Share Register

Computershare Limited

Level 11, 172 St Georges Terrace PERTH WA 6000

Tel + 61 8 9323 2000 Fax + 61 8 9323 2033

Auditors

BDO Audit (WA) Pty Ltd

Level 9, Mia Yellagonga Tower 2 5 Spring Street

Perth, WA 6000

Website Addresswww.marvelgold.com.au

ASX Code

Shares are listed on the Australian Securities Exchange (ASX) under stock code MVL.

Contents

Chairman's report 3

Directors' report 4

Corporate governance statement 22

Auditor's independence declaration 23

Consolidated statement of profit or loss and other comprehensive income 24

Consolidated statement of financial position 25

Consolidated statement of changes in equity 26

Consolidated statement of cash flows 28

Notes to the consolidated financial statements 29

Directors' declaration 59

Independent auditor's report 60

ASX additional information 64

Chairman's report

Dear Shareholders

On behalf of the Directors, I am pleased to introduce the 2021 Annual Report for Marvel Gold Limited. You are receiving this annual report as a result of Marvel changing its financial year end to 31 December, in order to align with our Mali subsidiary companies where our gold exploration interests are located.

The past six months has been a formative period for Marvel. In 2020, we repositioned the Company as a Mali focused gold explorer and the completion of the spin-out of the Chilalo Graphite Project (Chilalo) and initial public offering (IPO) of Evolution Energy Minerals Limited (Evolution)(Spin-Out and IPO) during the period has essentially finalised that process.

In exchange for selling Chilalo to Evolution, Marvel received 50 million Evolution shares and $2 million cash from the proceeds of the IPO. The IPO raised $22 million, of which, in addition to the $2 million received by Marvel, $9.5 million was utilised to repay in full a debt owed to Castlelake LP that was secured against Chilalo. To receive such significant consideration and discharge the debt owed to Castlelake is testament to the quality of Chilalo and the work put in by former managing director Phil Hoskins and his team to complete the Spin-Out and IPO.

We continue to investigate an in-specie distribution as a way of realising the value of these Evolution Shares for Marvel Shareholders. Conducting an in-specie distribution will require a waiver from ASX and while our strong desire is to complete an in-specie distribution, there can be no assurance that the ASX waiver will be granted.

We were pleased to report an increase in the Tabakorole mineral resource, which now exceeds one million ounces. With 70% of the resource in the top 150m and high metallurgical recoveries averaging 97%, Tabakorole has the potential to meet the criteria for development. While this is encouraging, we are firmly focused on making additional discoveries and we believe that there are existing opportunities to grow the resource with follow up of encouraging intersections at the north-west zone which remains open along strike and the central zone.

To support our primary objective of growing the Tabakorole resource, we have undertaken a series of strategic tenement acquisitions surrounding the Tabakorole mineral resource, which has increased our landholding to over 800 km2. This is a sizeable tenement package, and we plan to undertake a program of systematic exploration to maximise the potential for additional gold discoveries.

Earlier this year, Phil was appointed as managing director of Evolution. Given Phil's long-standing involvement with Chilalo and in depth understanding of the project and the graphite industry more broadly, this was a move that made sense. While disappointed to lose Phil, we were pleased to appoint Chris van Wijk as his replacement. Chris was our Executive Director Exploration and has led the work that has delivered the Tabakorole mineral resource. He brings extensive geological experience in gold exploration in Africa, Europe, the Americas and Australia as well as joint venture management and project evaluation for major mining companies including BHP, IAMGOLD, First Quantum Minerals and Fortescue Metals Group.

While the existing resource at Tabkorole is a strong base from which to advance Marvel's prospects, we recognise that shareholder value will be driven by exploration success in Mali, in particular around our Tabakorole project. We believe that over the past six months, we have put together a high-quality tenement package in a geologically significant location that gives us the best possible opportunity of making a meaningful discovery.

Finally, the Board and I would like to thank all shareholders for your continued support and look forward to keeping you updated as we continue our progress in Mali.

Yours faithfully

Stephen Dennis Non-executive Chairman

Directors' report

Basis of preparation

The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the Group or Company) consisting of Marvel Gold Limited (Marvel) and the entities it controlled at the end of, or during, six months ended 31 December 2021. Marvel is a company limited by shares that is incorporated and domiciled in Australia.

Change in financial year end

The Company has changed its financial year end from 30 June to 31 December. The current period figures relate to six months from 1 July 2021 to 31 December 2021. The comparative amounts disclosed in the financial report and related notes are not comparable as the lengths of the periods differ by six months.

The accounting policies have been consistently applied, unless otherwise stated.

Directors and Company Secretary

The following persons were directors of Marvel (Directors) during the six months ended 31 December 2021 and up to the date of this report:

Mr Stephen Dennis (Non-Executive Chairman)

Mr Chris van Wijk (Managing Director) - appointed 24 January 2022 - formerly Non-Executive Director Mr Phil Hoskins (Non-Executive Director) - appointed 24 January 2022 - formerly Managing Director Mr Andrew Pardey (Non-Executive Director)

Directors were in office for the entire period unless otherwise stated.

The Company Secretary is Mr Stuart McKenzie.

Principal activities

During the period, the principal continuing activities of the Group related to the exploration and development of the Company's gold exploration tenements in Mali.

Dividends

During the period, no dividends were declared or paid.

Significant changes in the state of affairs

The Company's Chilalo Graphite Project in Tanzania has been deconsolidated as it was disposed of via a Spin-Out and IPO of the Company's wholly owned subsidiary Evolution Energy Minerals Limited (Evolution). During the six months, a share exchange agreement was executed between the Company and Evolution (Share Exchange Agreement) under which the Company agreed to sell the Chilalo Project to Evolution in exchange for 50 million Evolution shares (representing approximately 31% of Evolution on a post-ASX listing, undiluted basis) and cash of $2 million. All conditions of the Share Exchange Agreement have been met which resulted in the transfer of the Chilalo Project to Evolution and its subsequent IPO and listing on the ASX on 16 November 2021. Evolution and its subsidiaries were deconsolidated on 16 November 2021.

The Company has changed its financial year end from 30 June to 31 December.

Events since the end of the financial period

Subsequent to period end, the Company:

• • Amended the joint venture with Altus Srategies plc (Altus) which included:

  • o Increasing the Company's ownership in Tabakorole to 70%

  • o By spending an additional $5 million the Company's interest will increase to 75%

  • o Returning the Lakanfla license to Altus