Announcement PDF GREEN & GOLD MINERALS PTY LIMITED ANNUAL REPORT For the year ended 30 June 2024 GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 1 GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 Annual Report – 30 June 2024 Corporate directory 2 Directors’ report 3 Directors Principal activities Dividends Review of operations Significant changes in the state of affairs Likely developments and expected results of operations Tenement list Events after reporting period Environmental regulation Insurance of officers and indemnities Proceedings on behalf of the Company Auditor’s independence declaration 7 Financial report 8 Directors’ declaration 35 Independent auditor’s report to the members 36 GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 2 Corporate directory Directors E Boulton T Bellas Q Hill Company Secretary S Yeates Principal Place of Business Level 9 300 Adelaide Street Brisbane QLD 4000 Registered Office Level 9 300 Adelaide Street Brisbane QLD 4000 Auditor Moore Australia Audit (Qld) Pty Ltd Level 12, 10 Eagle Street Brisbane QLD 4000 www.moore-australia.com.au Solicitors CBW Partners Level 6, 67 Palmerston Crescent South Melbourne VIC 3205 www.cbwpartners.com.au Bankers National Australia Bank Website address www.greengoldminerals.com.au GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 3 Directors’ report Your Directors present their report on Green & Gold Minerals Pty Ltd (the ‘Company’) and Controlled Entities (‘the Group’) for the year ended 30 June 2024. Directors The following persons were Directors of Green & Gold Minerals Pty Limited during the financial year and up to the date of this report, unless otherwise stated: Ted Boulton Tony Bellas Quentin Hill (appointed 24 April 2025) Greg Baynton (resigned 10 January 2024) Information on directors Name Ted Boulton Title Non-Executive Director Experience and expertise Edward (Ted) is a mining engineer with 27 years’ of experience in mining operations, mine planning, mineral economics and mine development. Ted is a founding partner and current Director of MEC Mining, an engineering and consultancy firm specialising in mining engineering, geology, mine approvals, ecology and geotechnical engineering. Ted is a competent person for estimating Ore Reserves under The JORC Code 2012. Ted has been a Director of Green & Gold Minerals since 2018 and has managed the company and lead the exploration activities during this time. Name Tony Bellas Title Non-Executive Chair Experience and expertise Tony has more than 40 years experience in both the government and private sectors. Tony has previously held positions of CEO of Ergon Energy and CS Energy and had a long career with Queensland Treasury where he reached the position of Deputy Under Treasurer with oversight of Fiscal Strategy, Office of Government Owned Corporations and Office of State Revenue. Tony is currently: • Chairman of CS Energy Ltd; and • Deputy Chairman of Novonix Limited (ASX: NVX) and State Gas Limited (ASX:GAS). Previous roles: • Chairman of Corporate Travel Management Limited (ASX: CTD), intelliHR Limited (ASX: IHR) , ERM Power Limited (ASX: EPW) and Shine Lawyers Limited (ASX: SHJ). He has Fellow member status of the Geological Society of London, the Australian Institute of Company Directors and CPAs Australia. GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 4 Name Quentin Hill Title Managing Director Experience and expertise Quentin is an experienced ASX managing director/ CEO, General Manager and geologist with more than 25 years’ experience in exploration and development in Australia. He has wide-ranging commodity experience including gold, iron ore, coal and base metals. Quentin has a record of moving large and visionary projects forward from conception to feasibility, leading consultancies and improving performance. Quentin has held technical positions with major miners, including seven years with Delta Gold and Vale’s coal divisions and has overseen successful resource upgrades, product marketing efforts, a pre- feasibility study that created a stable technical platform for project development, and was successful in project discovery and development, which involved over $15m in work programs. Quentin is an experienced corporate and technical leader, demonstrating expertise in protecting and creating value, demonstrating feasibility for large projects, raising capital and securing strategic investment. Principal activities The principal activity of the Group during the financial year was the exploration of its Chillagoe assets comprising a portfolio of mining leases and exploration permits for minerals tenements in Northwest Queensland. No significant change in the nature of those activities occurred during the financial year. Dividends The Directors did not recommend the payment of a dividend. No dividend was paid during the year. Review of operations The loss of the Group for the financial year after providing for income tax amounts to $35,093. The Company has been working towards preparation for IPO. Significant changes in the state of affairs There have been no significant changes in the state of affairs of the Group during the financial year. Likely developments and expected results of operations The Company proposes to list on the official list of the ASX. The Group will continue to explore and develop its mining leases and exploration permits. GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 5 Tenement list Tenement Permit Holder Grant date Expiry date ML5130 Wandoo Tenements Pty Ltd 19/07/1984 31/07/2026 ML20381 Wandoo Tenements Pty Ltd 11/03/2004 31/03/2025 ML20234 Wandoo Tenements Pty Ltd 24/04/2003 30/04/2027 EPM25927 Wandoo Tenements Pty Ltd 28/01/2016 27/01/2026 EPM25937 Wandoo Tenements Pty Ltd 07/09/2017 06/09/2027 EPM26507 Wandoo Tenements Pty Ltd 06/10/2017 05/10/2025 EPM25870 Wandoo Tenements Pty Ltd 01/12/2015 30/11/2027 EPM26211 Wandoo Tenements Pty Ltd 27/10/2016 26/10/2026 EPM27037 Wandoo Tenements Pty Ltd 04/04/2019 03/04/2029 EPM27983 Wandoo Tenements Pty Ltd 17/01/2022 16/01/2027 EPM28000 Wandoo Tenements Pty Ltd 16/05/2022 15/05/2027 EPM28107 Wandoo Tenements Pty Ltd 13/01/2022 12/01/2027 Environmental regulation The Group’s operations are subject to environmental and other regulations. The Group has a policy of engaging appropriately experienced contractors and consultants to advise on and ensure compliance with environmental regulations in respect of its exploration activities. The Group monitors compliance with relevant legislation on a continuous basis and the Directors are not aware of any compliance breaches up to the date of this report. Insurance of officers and indemnities No indemnities have been given or insurance premiums paid, during or since the end of the financial year, for any person who is or has been an officer or auditor of the Company or the Group. Shares under option The Company has no shares under option granted during or since the end of the financial year up to the date of this report. Events after reporting period Since 30 June 2024 the following has occured: (a) On 31 July 2024 the Company issued 1,448,120 ordinary shares at $0.25 per share to raise $362,030. (b) On 29 April 2025 the Company issued 300,000 convertible notes with a face value of $1 each. Each note accrues interest at 10% per annum, and converts into Ordinary shares at the holders option, or automatically on lodgement of a Prospectus with ASIC for an IPO. GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 6 (c) The Group has continued to engage in its principal activities of exploration of its Chillagoe assets comprising a portfolio of mining leases and exploration permits for minerals tenements in Northwest Queensland. (d) The Company has engaged advisors to prepare a prospectus with the intent to list its securities on the Australian Stock Exchange. No other matters or circumstances have arisen since the end of the financial year which significantly affected or could significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial years. 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. No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. 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 on page 7. This report is made in accordance with a resolution of Directors. Tony Bellas Chair Perth 30 May 2025 Registered Audit Company 299289 Moore Australia Audit (QLD) Pty Ltd – ABN 49 115 261 722 An independent member of Moore Global Network Limited - members in principal cities throughout the world. Liability limited by a scheme approved under Professional Standards Legislation. 7 Moore Australia Level 12, 10 Eagle Street Brisbane QLD 4000 GPO Box 475 Brisbane QLD 4001 T +61 7 3340 3800 E brisbane@moore-australia.com.au www.moore-australia.com.au Auditor’s Independence Declaration Under Section 307C of the Corporations Act 2001 To the directors of Green & Gold Minerals Pty Ltd As lead auditor for the audit of the financial statements of Green & Gold Minerals Pty Ltd for the financial year ended 30 June 2024, I declare that, to the best of my knowledge and belief, there have been no contraventions of: a. the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and b. any applicable code of professional conduct in relation to the audit. This declaration is in respect of Green & Gold Minerals Pty Ltd and the entities it controlled during the year. Gavin Ruddell Moore Australia Audit (QLD) Pty Ltd Director Chartered Accountants Date: 30 May 2025 GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 8 GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 Annual financial report – 30 June 2024 Financial statements Consolidated statement of profit or loss and other comprehensive income 9 Consolidated statement of financial position 10 Consolidated statement of changes in equity 11 Consolidated statement of cash flows 12 Notes to the financial statements 13 Directors’ declaration 35 These consolidated financial statements are for Green & Gold Minerals Pty Limited. The financial statements are presented in the Australian currency. Green & Gold Minerals Pty Limited is a Company limited by shares, incorporated and domiciled in Australia. GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 9 Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2024 Notes 2024 $ 2023 $ Continuing operations Finance costs 12 (6,214) (3,727) Exploration expenditure written-off (3,460) (41,180) Administrative and other expenses (37,117) (38,742) Loss before income tax expense (46,791) (83,649) Income tax benefit 3 11,698 20,913 Loss after income tax benefit (35,093) (62,736) Other comprehensive income/(loss) for the year, net of tax - - Total comprehensive income/(loss) for the year (35,093) (62,736) Cents Cents Earnings per share for loss from continuing operations attributable to the ordinary equity holders of the Company: Basic earnings per share 6 (0.12) (0.23) Diluted earnings per share 6 (0.12) (0.23) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 10 Consolidated statement of financial position As at 30 June 2024 Notes 2024 $ 2023 $ ASSETS Current assets Cash and cash equivalents 7 28,826 406,089 Trade and other receivables 8 15,519 10,418 Prepayments - 12,548 Total current assets 44,345 429,055 Non-current assets Exploration and evaluation assets 9 3,550,064 3,250,712 Other assets 10 195,445 201,445 Total non-current assets 3,745,509 3,452,157 Total assets 3,789,854 3,881,212 LIABILITIES Current liabilities Trade and other payables 11 20,699 226,242 Total current liabilities 20,699 226,242 Non-current liabilities Deferred tax liability 3 72,788 84,486 Provisions 12 131,692 120,716 Total non-current liabilities 204,480 205,202 Total liabilities 225,179 431,444 Net assets 3,564,675 3,449,768 EQUITY Contributed equity 13 4,120,770 3,970,770 Accumulates losses (556,095) (521,002) Total equity 3,564,675 3,449,768 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 11 Consolidated statement of changes in equity For the year ended 30 June 2024 Note Contributed equity $ Accumulated losses $ Other reserve $ Total $ Balance as at 1 July 2022 3,465,770 (458,266) - 3,007,504 Loss for the year - (62,736) - (62,736) Other comprehensive income - - - - Total comprehensive income - (62,736) - (62,736) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs 13 505,000 - - 505,000 Balance as at 30 June 2023 3,970,770 (521,002) - 3,449,768 Loss for the year - (35,093) - (35,093) Other comprehensive income - - - - Total comprehensive income - (35,093) - (35,093) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs 13 150,000 - - 150,000 Balance as at 30 June 2024 4,120,770 (556,095) - 3,564,675 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 12 Consolidated statement of cash flows For the year ended 30 June 2024 Notes 2024 $ 2023 $ Cash flows from operating activities Receipts from customers (GST inclusive) 42,597 45,403 Payments to suppliers and employees (GST inclusive) (84,814) (74,443) Net cash outflow from operating activities 15 (42,217) (29,040) Cash flows from investing activities Payments for exploration assets (491,046) (479,320) Refunds (payments) for security deposits 6,000 (82,825) Net cash outflow from investing activities (485,046) (562,145) Cash flows from financing activities Proceeds received in advance for issue of shares 13 150,000 505,000 Net cash inflow from financing activities 150,000 505,000 Net increase in cash and cash equivalents (377,263) (86,185) Cash and cash equivalents at the beginning of the year 406,089 492,274 Cash and cash equivalents at the end of the year 7 28,826 406,089 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 13 Notes to the financial statements for the year ended 30 June 2024 Note 1 Summary of significant accounting policies Green & Gold Minerals Pty Limited (‘the Company’) is a Company domiciled in Australia and limited by shares. The consolidated financial statements of the Company for the year ended 30 June 2024 comprise the Company and its subsidiaries (together referred to as ‘the Group’). Basis of preparation These general purpose consolidated financial statements have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and International Financial Reporting Standards and Interpretations as issued by the International Accounting Standards Board. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise. Except for cash flow information, the financial statements have been prepared on an accruals basis and are based on historical costs. The financial statements were authorised for issue by the Directors as at the date of the Directors’ declaration. The Directors have the power to amend and reissue the financial statements. Going Concern The financial report has been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business. As disclosed in the financial report, the Group achieved a net loss of $35,093 and net operating cash outflows of $42,217 for the year ended 30 June 2024. As at 30 June 2024, the Group has cash of $28,826 and net current assets of $23,646. The ability of the Group to continue as a going concern is principally dependent upon one or more of the following: • the ability of the Company to raise capital as and when necessary; • completion of an Initial Public Offering (IPO) of its securities. This process is well advanced with the Company having appointed IPO managers and commenced its due diligence process; and / or • the successful exploration and subsequent exploitation of the Group’s tenements. These conditions give rise to material uncertainty which may cast significant doubt over the Group’s ability to continue as a going concern. The Directors believe that the going concern basis of preparation is appropriate due to the following reasons: • the successful pre-IPO capital raising completed during H2 FY2025; and GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 14 Notes to the financial statements for the year ended 30 June 2024 Note 1 Summary of significant accounting policies (continued) • the Directors believe there is sufficient cash available for the Group to continue operating until it can raise sufficient further capital to fund its ongoing activities. Should the Group be unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial report. This financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities and appropriate disclosures that may be necessary should the Company be unable to continue as a going concern. a. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Green & Gold Minerals Pty Limited (‘Company’ or ‘Parent Entity’) as at 30 June 2023 and the results of all subsidiaries for the year then ended. The Company and its subsidiaries together are referred to in these financial statements as the ‘Group’. Subsidiaries are all those entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the Group and has the ability to affect those returns through its power to direct the activities of the Group. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the Group 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 Group. GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 15 Notes to the financial statements for the year ended 30 June 2024 Note 1 Summary of significant accounting policies (continued) b. Income tax The income tax expense or benefit for the period is the tax payable on that year’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. Green & Gold Minerals Pty Limited and its wholly-owned Australian subsidiaries have applied the tax consolidation legislation which means that these entities are taxed as a single entity. As a consequence, the deferred tax assets and deferred tax liabilities of these entities have been offset in the consolidated financial statements. 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. GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 16 Notes to the financial statements for the year ended 30 June 2024 Note 1 Summary of significant accounting policies (continued) c. Income recognition Interest Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Other income Other income is recognised when it is received or when the right to receive payment is established. d. 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. e. Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in 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 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. GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 17 Notes to the financial statements for the year ended 30 June 2024 Note 1 Summary of significant accounting policies (continued) f. 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 balance sheet. g. Trade and other receivables Trade and other receivables are recognised at amortised cost, less any provision for expected credit loss. h. Exploration and evaluation assets Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. Such expenditures comprise net direct costs and an appropriate portion of related overhead expenditure but do not include overheads or administration expenditure not having a specific nexus with a particular area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and active or significant operations in relation to the area are continuing. A regular review has been undertaken on each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. A provision is raised against exploration and evaluation assets where the Directors are of the opinion that the carried forward net cost may not be recoverable or the right of tenure in the area lapses. The increase in the provision is charged against the results for the year. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. Costs of site restoration are provided for when the Group has a constructive or legal obligation. i. Trade and other payables These amounts represent liabilities for goods and services provided to the Group 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. GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 18 Notes to the financial statements for the year ended 30 June 2024 Note 1 Summary of significant accounting policies (continued) j. Provisions Provision for rehabilitation is recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Group and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material. k. 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. l. Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Green & Gold Minerals Pty 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. GREEN & GOLD MINERALS PTY LIMITED ACN 603 812 997 19 Notes to the financial statements for the year ended 30 June 2024 Note 1 Summary of significant accounting policies (continued) m. Share-based payments Equity-settled share-based compensation benefits are provided to key management personnel and contractors. Equity-settled transactions are awards of shares or options that are provided in exchange for the rendering of services. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is determined using the Black Scholes method that takes into account the exercise price, the term of the performance right, the impact of dilution, the share price at grant date and expect price volati