92 Energy : Interim Financial Report

92 Energy Limited

ACN 639 228 550

Interim Financial Report For the half year ended 31 December 2020

Company Directory

Directors

Richard Pearce - Non‐Executive Chairman Matthew Gauci - Executive Director Oliver Kreuzer - Non‐Executive Director Steve Blower - Non‐Executive Director

Kristin Butera - Non‐Executive Director (resigned 29 October 2020)

CEO

Siobhan Lancaster

Company Secretary

Steven Wood

Registered Office

Level 3, 16 Milligan Street,

Perth WA 6000

Australian Legal Counsel:

Steinepreis Paganin

Level 4, 16 Milligan Street

PERTH, WA 6000

Canadian Legal Counsel:

John H. Pringle

McKercher LLP Barristers & Solicitors

374 Third Avenue South

Saskatoon, SK

S7K 1M5

Auditors

BDO Audit (WA) Pty Ltd

38 Station Street,

Subiaco WA 6008

TABLE OF CONTENTS

Directors' report

............................................................................................................................................................ 4

Auditor's independence declaration

............................................................................................................................................................ 9

Financial report

Statement of profit or loss and other comprehensive income

.................................................................................................................................................. 10

Statement of financial position

.................................................................................................................................................. 11

Statement of changes in equity

.................................................................................................................................................. 12

Statement of cash flows

.................................................................................................................................................. 13

Notes to financial statements

.................................................................................................................................................. 14

Directors' declaration

............................................................................................................................................................ 22

Independent auditor's review report

............................................................................................................................................................ 23

92 ENERGY LMITED

ACN 639 228 550

DIRECTORS' REPORT

92 Energy Limited (ACN 639 228 550) (Company or 92E) was formed on 19 February 2020 as Terra Metallis Pty Ltd with the intent of acquiring copper gold tenements in NSW. Shortly after its incorporation, the Company changed its name to 92 Energy Pty Ltd to focus on uranium exploration. On 10 December 2020, the Company successfully converted to a public company limited by Shares and is currently named '92 Energy Limited'.

In December 2020 a transaction was completed pursuant to a share sale whereby 92 Energy Pty Ltd acquired all of the shares of European Resources Pty Ltd (ACN 145 265 961) (European) which owned a significant database of uranium exploration opportunities for potential acquisition in Eastern Europe.

As consideration for the acquisition, European's shareholders received a total of 2,000,000 shares in the Company (issued pro‐rata based on their respective holdings in European). The Company notes that Matt Gauci received 7,810 92E Shares as consideration pursuant to this agreement.

In addition to the acquisition of European, in December 2020 the Company also completed a transaction originally signed earlier in 2020 pursuant to a share sale whereby the Company acquired all the shares of Thunderbird Metals Pty Ltd (ACN 608 077 345) (Thunderbird), which owned a significant database of uranium exploration opportunities for future potential acquisition in North America.

As consideration for the acquisition of Thunderbird, Thunderbird's shareholders received a total of 2,000,000 shares in the Company (issued pro‐rata based on their respective holdings in Thunderbird). The Company notes that Oliver Kreuzer and Insurgent Metals Pty Ltd (ACN 130 727 347) (an entity controlled by Kris Butera) each received 296,296 92E Shares as consideration pursuant to this agreement.

Based on its acquired database of North American opportunities, on 27 October 2020 the Company signed an agreement with IsoEnergy Ltd, an established and successful uranium explorer in the Athabasca Basin, Canada, with the intent of seeking a uranium discovery and expanding the portfolio of tenements (Agreement). The Agreement requires the Company to issue to IsoEnergy the equivalent to 16.25% of the issued capital of the Company at IPO, pay total milestone payments of $200,000, half within 60 days of settlement of the IPO and half within 6 months of the IPO, grant IsoEnergy a net smelter royalty of 2%, and appoint a nominee to the Company's board. The Company is further required to spend a minimum of $1,000,000 on exploration expenditures on the Claims prior to May 1st, 2022.

The conditions precedent to the Agreement are the Company lodge an IPO Prospectus with ASIC, meet the requirements of Chapter 1 of the ASX Listing Rules including completing a capital raising sufficient for the ASX, and obtaining all other necessary board, shareholder, regulatory or third party consents and/or approvals required to complete the IPO of the Company, including a conditional ASX listing letter.

Pursuant to this agreement, the Company agreed to acquire a 100% legal and beneficial interest in the below claims:

Project	Tenement ID
Clover	MC00013899
Clover	MC00013900
Clover	MC00013901
Clover	MC00013906
Clover	MC00013908
Gemini	MC00013904

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92 ENERGY LMITED

ACN 639 228 550

DIRECTORS' REPORT

Tower MC00013909

Tower MC00013912

Additionally, the Company has recently pegged the below claims adjacent to the claims being acquired, noting they were pegged in the name of proposed director Steven John Blower, which were subsequently transferred to 92 Energy Canada, a fully owned subsidiary of the Company incorporated in January 2021.

Project	Tenement ID
Clover	MC00014480s
Clover	MC00014481
Gemini	MC00014482
Gemini	MC00014483
Gemini	MC00014484
Gemini	MC00014485

Accordingly, the Company's Saskatchewan‐based claims on listing will comprise the Clover and Gemini claims, and also the claims to be acquired from IsoEnergy Ltd.

On 11 January 2021 the Company completed two seed capital raisings to raise a total of $878,000.

Other than the points noted above, there has not been any matter or circumstance that has arisen since the end of the financial year that has significantly affected, or may significantly affect the operations of the Group, and the results of those operations, or the state of affairs of the Company in future financial years.

RICHARD PEARCE

Non‐Executive Chairman

92 ENERGY LIMITED

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