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KOPORE METALS LIMITED (previously Metallum Limited) ABN 73 149 230 811 HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2017

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Page 1: KOPORE METALS LIMITED HALF-YEAR FINANCIAL REPORT 31 ... · It is recommended that this financial report be read in conjunction with the annual financial report for the year ended

KOPORE METALS LIMITED (previously Metallum Limited)

ABN 73 149 230 811

HALF-YEAR FINANCIAL REPORT

31 DECEMBER 2017

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KOPORE METALS LIMITED

CONTENTS Corporate Directory 2 Directors' Report 3 Auditor’s Independence Declaration 5 Consolidated Statement of Profit or Loss and Other Comprehensive Income 6 Consolidated Statement of Financial Position 7 Consolidated Statement of Changes in Equity 8 Consolidated Statement of Cash Flows 9 Notes to the Financial Statements 10 Directors' Declaration 17 Independent Auditor’s Review Report 18

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KOPORE METALS LIMITED CORPORATE DIRECTORY

DIRECTORS Peter Meagher – Chairman Grant Ferguson – Managing Director Shannon Coates - Non-Executive Director

COMPANY SECRETARY Andrew Metcalfe

REGISTERED AND PRINCIPAL OFFICE Suite 3, Level 2 470 Collins Street MELBOURNE VIC 3000 Telephone: (03) 9867 7199 Facsimile: (03) 9867 8587

SHARE REGISTRY Automic Registry Services Level 2 267 St Georges Terrace PERTH WA 6000

AUDITORS RSM Australia Partners Level 32, Exchange Tower 2 The Esplanade PERTH WA 6000 SOLICITORS Bellanhouse Legal Level 19, Alluvion 58 Mounts Bay Road PERTH WA 6000

AUSTRALIAN SECURITIES EXCHANGE Australian Securities Exchange Level 40, Central Park 152 St Georges Terrace PERTH WA 6000 (ASX: KMT)

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KOPORE METALS LIMITED DIRECTORS' REPORT The Directors of Kopore Metals Limited (previously Metallum Limited) and its subsidiaries (“the Group” or “consolidated entity”) submit herewith the financial report of the Company for the half-year ended 31 December 2017. DIRECTORS The names of the Directors who held office during or since the end of the half-year and until the date of this report are noted below. Directors were in office for this entire period unless otherwise stated: Peter Meagher – Chairman (appointed 2 March 2018) Tim Goldsmith – Chairman (appointed 8 November 2017, resigned 2 March 2018) Grant Ferguson – Managing Director (appointed 8 November 2017) Shannon Coates - Non-Executive Director Winton Willesee – Chairman (resigned 8 November 2017) Erlyn Dale - Non-Executive Director (resigned 8 November 2017) PRINCIPAL ACTIVITIES The principal activity of the company during the period was copper/base metals exploration. RESULTS The net loss for the half-year attributable to owners of the consolidated entity was $3,582,004 (2016: $707). REVIEW OF OPERATIONS Control gained over entities, basis of preparation and comparative information Kopore Metals Limited (formerly Metallum Limited) completed the acquisition of Global Exploration Technologies Pty Ltd on 8 November 2017. As a result of the acquisition, the former shareholders of Global Exploration Technologies Pty Ltd effectively obtained control of the combined entity. Accordingly, under the principles of the Australian Accounting Standard AASB 3 Business Combinations, Global Exploration Technologies Pty Ltd was deemed to be the accounting acquirer in this transaction. The acquisition has been accounted for as a reverse acquisition by which Global Exploration Technologies Pty Ltd acquired the net assets and listing status of Kopore Metals Limited. Accordingly, the consolidated financial statements of Kopore Metals Limited have been prepared as a continuation of the business and operations of Global Exploration Technologies Pty Ltd. As the deemed acquirer, Global Exploration Technologies Pty Ltd has accounted for the acquisition of Kopore Metals Limited from 8 November 2017. The comparative information (pcp) for the 6 months ended 31 December 2016 and the statement of financial position at 30 June 2017 presented in the consolidated financial statements are that of Global Exploration Technologies Pty Ltd. Where necessary, comparative information has been reclassified and repositioned for consistency with current period disclosures. Most of the accounting policies have changed from those of Kopore Metals Limited previously to those of Global Exploration Technologies Pty Ltd. The information contained in the consolidated general purpose financial statements of the Group have been prepared in accordance with the Australian Accounting Standards and Interpretations, and other authoritative pronouncements of the Australian Accounting Standards Board. Compliance with Australian Accounting Standards results in full compliance with the International Financial Reporting (IFRS) as issued by the International Accounting Standards Board (IASB).

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KOPORE METALS LIMITED DIRECTORS' REPORT Operations during the Period The net loss of the period to 31 December 2017 includes one-off listing expenses and corporate transaction costs totaling $2,836,967. The acquisition of Global Exploration Technologies Pty Ltd (owner of the Botswana exploration assets) was combined with the raising of $3.0M in new equity capital to fund exploration activities and meet the one-off listing expenses and corporate transaction costs. In addition, new directors were appointed and former Metallum directors resigned except for Ms Shannon Coates who remained as a non-executive director of the company. Expenses associated with exploration operations in Australia and Botswana, the location of the company’s copper exploration tenements, have been expensed in full and not capitalised on the Statement of Financial Position. The exploration assets balance on the Statement of Financial Position as of 31 December 2017 is related to the tenements acquisition costs. During the period to 31 December 2017, the company instigated an airborne magnetic and electromagnetic survey over the Botswana Ghanzi West GWD1 prospect located on the Kalahari Copper Belt, results of which were reported to ASX subsequent to reporting date. EVENTS SUBSEQUENT TO REPORTING DATE On 4 January 2018, the Company announced the completion of an airborne magnetic and electromagnetic survey over the Botswana Ghanzi West GWD1 prospect located on the Kalahari Copper Belt. On 27 February 2018, the Company announced the initial results from the airborne magnetic and electromagnetic survey over the Botswana Ghanzi West GWD1 prospect located on the Kalahari Copper Belt. On 2 March 2018, the Company announced the appointment of Mr Peter Meagher as Chairman and the resignation of former Chairman, Mr Tim Goldsmith. No other matter or circumstance has arisen since the end of the half-year which has significantly affected or may significantly affect the operations of the consolidated entity, the results of the consolidated entity, or the state of affairs of the consolidated entity as reported for the half-year ended 31 December 2017. AUDITOR’S DECLARATION OF INDEPENDENCE A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 in relation to the review for the half-year ended 31 December 2017 is included within this financial report. Signed in accordance with a resolution of the Directors.

___ ___________________ Grant Ferguson Managing Director Melbourne, 14 March 2018

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AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the review of the financial report of Kopore Metals Limited for the half-year ended 31 December 2017, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and (ii) any applicable code of professional conduct in relation to the review.

RSM AUSTRALIA PARTNERS

Perth, WA TUTU PHONG Dated: 14 March 2018 Partner

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KOPORE METALS LIMITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME For the half-year ended 31 December 2017

31 December

2017 $

31 December 2016

$ Interest income 3,497 1 Corporate and compliance fees (48,549) (249)Consultancy and legal fees (67,231) -Administrative expenses (14,460) -Employee benefits expense (92,867) (374)Exploration expense (487,959) -Depreciation expense (15) -Other expenses (36,680) -Finance expense (623) (85)Unrealised loss on foreign exchange (150) -Non-recurring items relating to acquisition 2 (2,836,967) -Loss before income tax expense (3,582,004) (707)Income tax expense - -Net loss for the period (3,582,004) (707) Other comprehensive income, net of income tax: Items that may be reclassified to profit or loss: Exchange differences on translation of foreign operations

(1,438)

-

Total comprehensive loss for the period (net of tax) (3,583,442) (707)

Total comprehensive profit/(loss) attributable to: Owners of Kopore Metals Limited (3,583,442) (707)

Loss per share Basic and diluted (loss) per share (cents per share) (2.85) (0.001)

The accompanying notes form part of these financial statements

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KOPORE METALS LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2017

Note

31 December 2017

$

30 June 2017

$ ASSETS Current Assets Cash and cash equivalents 2,552,348 444 Trade and other receivables 75,635 -

Total Current Assets 2,627,983 444

Non-Current Assets Plant and equipment 2,707 - Trade and other receivables 37,924 - Exploration assets 13,429 13,429

Total Non-Current Assets 54,060 13,429

Total Assets 2,682,043 13,873

LIABILITIES Current Liabilities Trade and other payables 123,246 16,415 Borrowings 1,530 275,194

Total Current Liabilities 124,776 291,609

Total Liabilities 124,776 291,609

Net Assets/ (Liabilities) 2,557,267 (277,736)

EQUITY Issued capital 3 5,687,166 120,646 Reserves 4 823,562 (258,621) Accumulated losses (3,980,386) (139,761)

Equity attributable to the owners of Kopore Metals Limited

2,530,342

(277,736)

Non-controlling interest 26,925 -

Total Equity 2,557,267 (277,736)

The accompanying notes form part of these financial statements

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KOPORE METALS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the half-year ended 31 December 2017

Consolidated

Issued Capital

$

Reserves

$

Accumulated Losses

$

Non-controlling

Interest $

Total Equity

$

At 1 July 2017 120,646 (258,621) (139,761) - (277,736)

Loss for the period - - (3,582,004) - (3,582,004)

Other comprehensive income - (1,438) - - (1,438)

Total comprehensive loss for the period - (1,438) (3,582,004) - (3,583,442)

Transactions with owners

Shares issued in capital raising

(Placement at $8.04 per share) (Note 3)

475,084 - - - 475,084

Shares issued for repayment of borrowings

(Note 3)

25,004 - - - 25,004

Acquisition of subsidiary (Note 3) 2,708,028 - - 26,925 2,734,953

Share-based payments – Directors and

advisors shares (Note 3)

337,500 - - - 337,500

Share-based payments – Directors and

advisors options (Note 4)

- 825,000 - - 825,000

Shares issued in capital raising (Placement

at $0.02 per share) (Note 3)

3,000,000 - - - 3,000,000

Share issue costs – Share-based payments

(Note 3)

(750,000) - - - (750,000)

Share issue costs – Cash-based (Note 3) (229,096) - - - (229,096)

Cancellation of shares bought back - 258,621 (258,621) - -

At 31 December 2017 5,687,166 823,562 (3,980,386) 26,925 2,557,267

At 1 July 2016 90 - (7,358) - (7,268)

Loss for the period - - (707) - (707)

Other comprehensive income - - - - -

Total comprehensive loss for the period - - (707)

- (707)

At 31 December 2016 90 - (8,065) - (7,975)

The accompanying notes form part of these financial statements

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KOPORE METALS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS

For the half-year ended 31 December 2017

Consolidated 31 December

2017 $

Consolidated 31 December

2016 $

Cash flows from operating activities

Interest received 3,496 (708)

Payments to suppliers and employees (373,620) 1

Net cash (used in) operating activities (370,124) (707)

Cash flows from investing activities

Payments for exploration and evaluation expenditure (392,700) (66,729)

Payments for acquisition of plant and equipment (2,289) -

Cash obtained from acquisition of subsidiary 319,690 -

Net cash (used in) investing activities (75,299) (66,729)

Cash flows from financing activities

Proceeds from issue of securities 3,475,084 -

Share issue costs (229,096) -

Proceeds from borrowings 3,000 62,145

Repayment of borrowings (251,661) -

Net cash provided by financing activities 2,997,327 62,145

Net increase/(decrease) during the period 2,551,904 (5,291)

Cash at beginning of the half-year 444 5,298

Cash at end of the half-year 2,552,348 7

The accompanying notes form part of these financial statements

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KOPORE METALS LIMITED NOTES TO THE FINANCIAL STATEMENTS

For the half-year ended 31 December 2017 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES Statement of compliance The half-year consolidated financial report is a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standard AASB 134: Interim Financial Reporting. Kopore Metals Limited (previously Metallum Limited) and its controlled entities (“consolidated entity”) is a for profit entity for financial reporting purposes under Australian Accounting Standards. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 ‘Interim Financial Reporting’. The half-year financial report does not include full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the consolidated entity as in the full financial report. It is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2017 and any public announcements made by Kopore Metals Limited (previously Metallum Limited) during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 and the ASX Listing Rules. Basis of preparation The half-year financial report has been prepared on a historical cost basis. All amounts are presented in Australian dollars, unless otherwise noted. The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in Kopore Metals Limited’s annual financial report for the year ended 30 June 2017 and corresponding interim reporting period, except as disclosed below. Acquisition accounting On 8 November 2017, Kopore Metals Limited (Kopore) acquired Global Exploration Technologies Pty Ltd (GET) pursuant to the Heads of Agreement (Agreement). Under the terms of the Agreement, Kopore issued 137,500,000 fully paid ordinary shares to the Vendors of GET at a deemed price of $0.02 per share, resulting in Kopore as the legal acquirer and GET as the legal acquiree. Under AASB 3 Business Combinations, the acquisition does not meet the definition of a business combination as the activities of GET at the date of acquisition did not represent a business. The transaction has therefore been accounted for using the principles of reverse acquisition accounting by analogy. As such, the consolidated financial statements represent a continuation of the financial statements of GET and reflect a half-year of GETs results and Kopore results from the date of acquisition, being 8 November 2017. The comparative period information presented is of GET and its controlled entities only, unless otherwise stated. Refer Note 10 for further details. Adoption of new and revised Accounting Standards The consolidated entity has adopted all of the new and revised Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are mandatory for the current reporting period. The adoption of these new and revised Accounting Standards and Interpretations has not resulted in a significant or material change to the consolidated entity’s accounting policies. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

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KOPORE METALS LIMITED

NOTES TO THE FINANCIAL STATEMENTS For the half-year ended 31 December 2017

2. NON-RECURRING ITEMS RELATING TO ACQUISITION

Consolidated 31 December

2017 $

31 December 2016

$ Consultancy costs 150,000 - Directors’ fees – share based payment (Note 7) 112,500 - Directors’ options – share based payment (Note 7) 300,000 - ASX listing expense (Note 10) 2,274,467 - 2,836,967 -

3. ISSUED CAPITAL

Consolidated 31 December

2017 $

30 June 2017

$ Issued Capital Ordinary shares – fully paid (net of costs) 5,687,166 120,646 Movement in ordinary shares on issue # of Shares $ Balance at beginning of half-year 61,000 120,646GET capital raising @ $8.04 59,090 475,084Share issued for repayment of borrowings as part of the GET capital raising @ $8.04

3,110 25,004

Elimination of existing GET shares (123,200) -Kopore shares on acquisition 135,401,400 -Issue of shares for acquisition of subsidiary 137,500,000 2,708,028Placement @ $0.02 per share 150,000,000 3,000,000Shares issued to directors 3,750,000 112,500Shares issued to advisors 7,500,000 225,000Share issue costs – Share-based payments (Shares) - (225,000)Share issue costs – Share-based payments (Options) - (525,000)Share issue costs – Cash-based - (229,096)

Balance at end of period 434,151,400 5,687,166

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KOPORE METALS LIMITED NOTES TO THE FINANCIAL STATEMENTS

For the half-year ended 31 December 2017

4. RESERVES

Consolidated 31 December

2017 $

30 June 2017

$ Share buy-back reserve (a) - (258,621)Options reserve (b) 825,000 -Foreign exchange translation reserve (c) (1,438) -Balance at end of period 823,562 (258,621)

Consolidated

31 December 2017

$

30 June 2017 $

(a) Share buy-back reserve Balance at beginning of the period (258,621) (258,621)Change in reserve – cancellation of shares bought back 258,621 -Balance at end of the period - (258,621)

(b) Options reserve Balance at beginning of the period - -Change in reserve 825,000 -Balance at end of the period 825,000 -

Movements in Options # of Options $ Balance at beginning of period - -Kopore options on acquisition 63,750 -Options issued to directors and advisors – expires on 8 November 2020 @ $0.06

50,000,000 825,000

Options expired unexercised – expired on 17 November 2017 @ $7.44

(34,500) -

Balance at end of period 55,029,250 825,000

Consolidated 31 December

2017 $

30 June 2017

$ (c) Foreign exchange translation reserve Balance at beginning of period - -Movement in foreign currency translation (1,438) -

Balance at end of period (1,438) -

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KOPORE METALS LIMITED

NOTES TO THE FINANCIAL STATEMENTS For the half-year ended 31 December 2017

5. LOSS PER SHARE

Consolidated 31 December

2017 $

31 December 2016

$ (a) Loss used in the calculation of basic and diluted

loss per share

(3,582,004) (707)

Number of shares Number of shares

(b) Weighted average number of ordinary sharesoutstanding during the reporting period used incalculation of basic and diluted loss per share:

125,731,719

137,500,000 6. SEGMENT INFORMATION Identification of reportable segments The consolidated entity has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The consolidated entity is managed primarily on the basis of business category and geographical areas. Operating segments are therefore determined on the same basis. Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics. The consolidated entity considers that it has only operated in one segment, being the exploration business. Accounting policies adopted Unless stated otherwise, all amounts reported to the Board of Directors as the chief decision maker with respect to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the consolidated entity. Segment assets During the half-year to 31 December 2017 all assets were in the same business segment, which is the consolidated entity’s exploration business. Segment liabilities

During the Half- year to 31 December 2017, all liabilities were in the same business segment, which is the consolidated entity’s exploration business.

(i) Revenue by geographical region

There is no revenue attributable to external customers for the half-year ended 31 December 2017 and 31 December 2016.

(ii) Assets by geographical region

During the half year 31 December 2017, all reportable segment assets are located in Africa, with the group’s financial assets located in Africa and Australia.

During the half year 31 December 2016, all reportable segment assets are located in Africa.

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KOPORE METALS LIMITED NOTES TO THE FINANCIAL STATEMENTS

For the half-year ended 31 December 2017 7. SHARE BASED PAYMENTS The following share-based payment arrangements were entered into during the period:

$ Shares issued to directors in lieu of fees 112,500Unlisted options issued to directors 300,000Total share based payments included in statement of profit or loss and other comprehensive income as Non-recurring items relating to acquisition (refer to Note 2)

412,500

Unlisted options issued to advisers in lieu of services 525,000Shares issued to advisers in lieu of services 225,000Total share based payments included in statement of financial position as capital raising costs (refer to Note 3)

750,000

The fair value of the shares granted are estimated at the date of grant based on the market share price on grant date. The fair value of the options granted are estimated at the date of grant using the Black Scholes valuation model and based on the assumptions set out below. The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.

Adviser Options

Director Options

Assumptions:

Grant date 31/10/2017 31/10/2017

Market price of Shares $0.03 $0.03

Exercise price $0.06 $0.06

Risk free interest rate 1.96% 1.96%

Dividend Yield - -

Expected Volatility % 100% 100%

Expected life of option (years) 3.00 3.00

Indicative value per Option $0.015 $0.015

Number of options 35,000,000 20,000,000

Total Value of Options $ 525,000 300,000

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KOPORE METALS LIMITED NOTES TO THE FINANCIAL STATEMENTS

For the half-year ended 31 December 2017 8. CONTINGENT LIABILITIES There has been no change in contingent liabilities since the last annual reporting date. 9. COMMITMENTS

Consolidated

31 December 2017

$

30 June 2017

$

Tenements rental and expenditure commitments contracted for at the reporting date but not recognised as liabilities, payable:

– Within one year 391,715 203,195– One to five years 327,623 213,394– More than five years - -

719,338 416,589 10. ACQUISITION OF GLOBAL EXPLORATION TECHNOLOGIES PTY LTD On 30 August 2017, Kopore Metals Limited (formerly Metallum Limited) (“Kopore”) entered into a binding heads of agreement (“Acquisition Agreement”) with Global Exploration Technologies Pty Ltd (“GET”) under which the Company acquired 100% of the issued capital of GET. Under the terms of the Agreement, the consideration for the acquisition of 100% of the issued capital of GET was 137,500,000 fully paid ordinary shares in Kopore at a deemed issue price of $0.02 per share (“Consideration Shares”). Under AASB 3 Business Combinations, the acquisition does not meet the definition of a business combination as the activities of GET at the date of acquisition did not represent a business. The transaction has therefore been accounted for using the principles of reverse acquisition accounting by analogy. The transaction has been accounted for by reference to AASB 2 Share Based Payments as a share-based payment for the purposes of obtaining a stock-exchange listing. Applying the reverse acquisition method of accounting, following the acquisition, the consolidated financial statements are required to represent the continuation of the financial statements of GET. The acquisition date fair value of the net assets of Kopore, being the acquired entity for accounting purposes, was as follows:

$ Cash and cash equivalents 319,690 Trade and other receivables 213,387 Other assets 5,876 Plant and equipment 434 Trade and other payables (105,826) Net Assets 433,561

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KOPORE METALS LIMITED NOTES TO THE FINANCIAL STATEMENTS

For the half-year ended 31 December 2017

10. ACQUISITION OF GLOBAL EXPLORATION TECHNOLOGIES PTY LTD (Continued) The fair value of consideration given by Kopore to the shareholders of GET was:

$

Fair value of consideration:

Share capital issued 2,708,028

2,708,028

$

Amount recognized as ASX listing expense:

Fair value of consideration for acquisition 2,708,028

Fair value of net assets acquired (433,561)

2,274,467

11. CONTROLLED ENTITIES The consolidated financial statements incorporate the assets, liabilities and results of the subsidiaries listed in the following table:

Name Country of

incorporation Equity interest

31 December 2017

30 June 2017

% %

MNE Holdings Pty Ltd Australia 100 100

Phil-Aust Holdings Pty Ltd Australia 100 100

Comval Property Pty Ltd Australia 100 100

Marlin Mining Corporation Philippines 100 100

MNE Philippine Realty, Inc Philippines 40 40

Global Exploration Technologies Pty Ltd Australia 100 -

Alvis-Crest Holdings (Pty) Ltd Botswana 100 -

Ashmead Holdings (Pty) Ltd Botswana 100 -

Icon-Trading Company (Pty) Ltd Botswana 100 -

12. EVENTS SUBSEQUENT TO REPORTING DATE

On 4 January 2018, the Company announced the completion of an airborne magnetic and electromagnetic survey over the Botswana Ghanzi West GWD1 prospect located on the Kalahari Copper Belt. On 27 February 2018, the Company announced the initial results from the airborne magnetic and electromagnetic survey over the Botswana Ghanzi West GWD1 prospect located on the Kalahari Copper Belt. On 2 March 2018, the announced the appointment of Mr Peter Meagher as Chairman and the resignation of former Chairman, Mr Tim Goldsmith. No other matter or circumstance has arisen since the end of the half-year which has significantly affected or may significantly affect the operations of the consolidated entity, the results of the consolidated entity, or the state of affairs of the consolidated entity as reported for the half-year ended 31 December 2017.

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KOPORE METALS LIMITED DIRECTORS' DECLARATION In accordance with a resolution of the Directors of Kopore Metals Limited, the Directors of the Company declare that: 1. The financial statements and notes thereto are in accordance with the Corporations Act 2001

including:

a) complying with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations 2001; and

b) giving a true and fair view of the group’s financial position as at 31 December 2017 and of

its performance for the half-year then ended. 2. In the Directors’ opinion, there are reasonable grounds to believe that the Company will be able

to pay its debts as and when they become due and payable. Signed in accordance with a resolution of the Directors made pursuant to Section 303(5) of the Corporations Act 2001. On behalf of the Directors

________________________ Grant Ferguson Managing Director Melbourne, 14 March 2018

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INDEPENDENT AUDITOR’S REVIEW REPORT

TO THE MEMBERS OF KOPORE METALS LIMITED

We have reviewed the accompanying half-year financial report of Kopore Metals Limited which comprises the statement of financial position as at 31 December 2017, the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year end or from time to time during the half-year. Directors’ Responsibility for the Half-Year Financial Report The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2017 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Kopore Metals Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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Independence In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Kopore Metals Limited, would be in the same terms if given to the directors as at the time of this auditor’s review report. Conclusion Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Kopore Metals Limited is not in accordance with the Corporations Act 2001 including: (a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2017 and of its

performance for the half-year ended on that date; and (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations

2001.

RSM AUSTRALIA PARTNERS

Perth, WA TUTU PHONG Dated: 14 March 2018 Partner