ARROW MINERALS LIMITED
(ABN 49 112 609 846)
AND CONTROLLED ENTITIES
ANNUAL REPORT
For the year ended 31 December 2025
CORPORATE DIRECTORY
DIRECTORS
Mr Jeff Dowling
Non-Executive Chair
Mr David Flanagan
Managing Director
Mr Tommy McKeith
Non-Executive Director
Mr Chris Tuckwell
Non-Executive Director
AUDITORS
HLB Mann Judd
Level 4, 130 Stirling Street
Perth WA 6000
COMPANY SECRETARY
Ms Catherine Grant-Edwards
Ms Melissa Chapman
BANKERS
National Australia Bank Limited
Level 14, 100 St Georges Terrace
Perth WA 6000
PRINCIPAL & REGISTERED OFFICE
U 4, 38 Colin Street
West Perth WA 6005
Telephone (08) 9383 3330
Email info@arrowminerals.com.au
SHARE REGISTRY
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
Telephone 1300 288 664
STOCK EXCHANGE LISTING
Arrow Minerals Limited shares (AMD) are listed on the Australian Securities Exchange (ASX)
3
OPERATING REVIEW
During the year ended 31 December 2025, the Company advanced exploration and development activities
across two key West African projects, the Niagara Bauxite Project and the Simandou North Iron Project, both
located in the Republic of Guinea. Efforts were focussed on establishing high-quality mineral resources and
advancing studies necessary for early-stage project development.
Tenement Status
During May 2025, media announcements were made by government spokespersons in Guinea concerning
the potential cancellation of numerous exploration permits. The permits associated with the Niagara Bauxite
(Niagara) and Simandou North Iron (Simandou North) Projects were included in two consecutive media
announcements as pending cancellation or withdrawal.
Despite these reports, as at the date of this report, the Company has not received any formal communication
from the Guinean government regarding changes to the status of its exploration permits. The Company
remains actively engaged with the Ministry of Mines and Geology, as well as other relevant authorities, to seek
clarification on the status of the permits.
The Company’s shares were placed in a trading halt on 19 May 2025, followed by a voluntary suspension on
21 May 2025. The shares remain suspended while the Company continues to seek clarification regarding the
status of the permits in Guinea.
In light of the uncertain regulatory environment, Arrow has prioritised capital preservation by suspending all
project-based activities, reducing corporate costs, and maintaining active engagement with relevant Guinean
stakeholders. While the Company remains confident in the quality of its projects and has undertaken
substantial technical work to support their development, further progress remains dependent on the resolution
of tenement status with the Guinean government.
Niagara Bauxite Project1
On 1 August 2024, the Company announced it had executed an agreement providing an option to acquire the
Niagara Project2. The proximity of Niagara relative to the Trans-Guinean Railway (TGR) provides significant
benefits to the development of the project as a result of future access to multi-user rail and port infrastructure
(Figure 1). Niagara is well serviced by other infrastructure, being located some 70km North East of the city of
Mamou, with the country’s main national highway, the N1, passing approximately 20km South West of the
project (Figure 1).
Arrow commenced fieldwork in October 2024 and completed a drill program of 184 holes over 3 plateaux
(Boussoura North, Boussoura North West, and the main Boussoura plateau) targeting high grade
mineralisation intercepted in historical drilling completed by Vale in 2007. Eleven (11) of Arrow’s holes were
used to assess regional prospectivity on a fourth plateau, Boussoura South West. The drill program was highly
successful and succeeded in its objective of determining geological and assay continuity sufficient to support
the estimation of Mineral Resources to be used as a basis for the Company’s 2025 Scoping Study. The
Company has previously reported results from all drill holes results 3,4,5,6,7,8, the Mineral Resource Estimate
and an updated Exploration Target9, during the December 2024 and March 2025 quarters.
1 Exploration Permit Renewal: As a result of various statements by government spokespersons in Guinea reported in the media, there is
significant uncertainty regarding the status of the Niagara Project exploration permit.
2 Refer to ASX Announcement dated 1 August 2024 titled “Arrow Expands Bulks Presence with Major Bauxite Transaction” The option relating to
the Niagara Bauxite Project is exercisable following the Niagara Bauxite Project exploration permit being renewed for a period of not less than
two years which remains at the discretion of the Guinean mining administration. The Company is yet to exercise the option for the Niagara
Bauxite Project.
3 Refer to ASX Announcement dated 25 November 2024 titled “High grade assays confirm bauxite discovery”
4 Refer to ASX Announcement dated 27 November 2024 titled “More high grade bauxite assays extend known mineralisation to >5km”
5 Refer to ASX Announcement dated 9 December 2024 titled “Latest high grade bauxite assays extend known mineralisation to 5km2”
6 Refer to ASX Announcement dated 16 December 2024 titled “Exceptional High Grade Bauxite Intercepts & Increasing Scale Underscore
Potential for a Globally Significant Project”
7 Refer to ASX Announcement dated 23 December 2024 titled “Niagara High Grade Bauxite discovery grows to 12sqkm”
8 Refer to ASX Announcement dated 2 January 2025 titled “High Grade Bauxite discovery grows to over 14sqkm”
9 Refer to ASX Announcement dated 25 March 2025 titled “Premium DSO Potential in Maiden Mineral Resource”. Note, the Company has not
yet acquired the Niagara Bauxite Project.
4
Cautionary Statement:
The potential quantity and grade of the Exploration Target is conceptual in nature. There has been insufficient
exploration to estimate a Mineral Resource. It is uncertain if further exploration will result in the estimation of
a Mineral Resource.
Exploration Permit Renewal
As a result of various statements in May 2025 by government spokespersons in Guinea which were reported
in the media, there is ongoing uncertainty regarding the status of the Niagara Project exploration permit. The
completion and announcement of the results of the Scoping Study for the Niagara Project is subject to the
Company obtaining clarification on the status of the exploration permit, along with redisclosure of the Mineral
Resource and Exploration Target9.
Scoping Study
The Company engaged SRK Consulting (UK) Limited (SRK)10 to complete the majority of the Niagara Scoping
Study.
As at 31 December 2025, all major components of the Scoping Study for the Niagara Project have been
completed.
In line with the Company’s development strategy, the objective of the Scoping Study is to demonstrate the
viability of a typical Guinea bauxite mining operation in terms of production processes at a “starter project”
scale, that has the potential to be expanded once in production. The intent of a smaller-scale starter project is
to reduce capital expenditure and shorten the project execution and approval timeline (by simplifying the
project) to production and maximising near term cash flows.
The study covered all the typical inclusions of a Scoping Study. The main areas of relevance and work for
Niagara was in the areas of:
product transport logistics;
mine infrastructure;
mine planning;
product characterisation; and
financial evaluation.
Figure 1. Location map of Niagara Bauxite Project showing Bauxite Plateaux within the Project
10 Refer to ASX Announcement dated 29 April 2025 titled “March 2025 Quarterly Activities Report”
5
Simandou North Iron Project11
The Simandou North project is located immediately north of Simandou, the world’s largest high grade iron ore
development now being commissioned12 (Figure 2). Approximately 40 kilometres of strike of the prospective
Simandou Formation is interpreted to extend into the Company’s Simandou North license (Figure 2) which has
been validated by an extensive field mapping and rock chip sampling campaign.
The Simandou North project comes within 25km of the rail construction corridor (Figure 2) which presents a
unique opportunity for Arrow to gain future access to this rail infrastructure under the government’s mandate
that the rail will be available for third party use.
Figure 2. Simandou North Iron Project and adjacency to the combined Simandou Project and
associated rail infrastructure (Trans-Guinean Railway – TGR) which is currently being commissioned by its
developer.
The Company has previously announced an Exploration Target13 for the Simandou North Iron Project based
on exploration work completed during 2024.
11 Exploration Permit Renewal: As a result of various statements by government spokespersons in Guinea, there is significant uncertainty
regarding the status of the Simandou North Iron Project tenement.
12 Refer to https://www.riotinto.com/en/news/releases/2025/simandou-partners-celebrate-start-of-operations
https://www.riotinto.com/en/news/releases/2025/rio-tinto-releases-third-quarter-2025-production-resultsdated 11 November 2025.
13 Refer to ASX Announcement dated 6 August 2024 titled “Exploration Target for Hematite Fines Project.”
6
Cautionary Statement:
The potential quantity and grade of the Exploration Target is conceptual in nature. There has been insufficient
exploration to estimate a Mineral Resource. It is uncertain if further exploration will result in the estimation of
a Mineral Resource.
On 21 October 2024 the Company announced the signing of a Memorandum of Understanding (MoU) with
Baosteel Resources Holding (shanghai) Co., Ltd. (Baosteel)14, providing a framework for potential mine gate
sales of iron ore from Simandou North to Baosteel15. The MoU is non-binding and remains subject to
clarification of tenure, and subsequently Arrow's resource and reserve estimation, completion of studies on the
project, project development, and negotiation and execution of definitive agreements. This important strategic
partnership will leverage complementary strengths and resources, including future access to the Simandou
port, rail, and markets, to advance the potential development of Arrow’s iron ore and bauxite projects.
Exploration Permit Renewal
As a result of various statements in May 2025 by government spokespersons in Guinea which were reported
in the media, there is ongoing uncertainty regarding the status of the Simandou North Iron Project tenement.
The completion and announcement of the results of the scoping study level estimate of process plant capital
cost and operating cost for the Simandou North Iron Project is subject to the Company obtaining clarification
on the status of its exploration permit, along with redisclosure of the Exploration Target13.
Metallurgical Testwork & Process Plant Scoping Study Work
As at 31 December 2025, the Company completed the next phase of metallurgical testwork for Simandou
North. This testwork is an extension of testwork completed in December 2024 (announced January 202516),
whereby production scale spiral testwork has been completed along with product characterisation work on the
resulting spiral streams, for each of the friable and intact oxide BIF mineralisation types.
The testwork was completed in parallel to a process plant scoping study level package of work completed by
Mineral Technologies. Key deliverables included mass balance, process description, preliminary block flow
diagrams, and Class 5 capital and operating cost estimates made in accordance with the AACE International
Cost Estimate Classification System. The process plant study utilised results from the most recent metallurgical
testwork and that of previous testwork.
As noted above, the announcement of the results of the most recent metallurgical testwork and the outcomes
of the process plant study are subject to the Company obtaining clarification on the status of its exploration
permit.
Exploration
Exploration work for the year ended 31 December 2025 focused on the collection of bulk density data from
drill core, the ongoing interpretation of existing drilling and geochemical data, and the refinement of geological
models for targeting of future drilling.
Community, Safety and Environment
The Company is pleased to report that, during the year, there were no lost-time injuries or material breaches
of safety management systems at either Niagara or Simandou North. The Company maintained its policy of
14 Baosteel Resources Holding (shanghai) Co. Ltd is a wholly owned subsidiary of Baowu Group
15 Refer to ASX Announcement 21 October 2024 titled “Baosteel and Arrow sign Iron Ore Development MoU.”
16 Refer to ASX Announcement 16 January 2025 titled “Testwork achieves extremely high quality hematite fines at Simandou North Project.”
7
proactive engagement and consultation with host communities and ensured that all affected communities were
promptly notified of the curtailment of activities pending clarification regarding tenure.
Following the curtailment, for the second half of the year, the Company continued to employ seven personnel,
all of whom are Guinean nationals. This underscores the Company’s ongoing commitment to providing
employment opportunities for Guineans wherever possible.
Corporate
As previously stated, preserving cash is of utmost importance, and the Company has already implemented
broad cost cutting and restructuring measures. These measures included non-executive directors deferring
the payment of their total fixed remuneration and the Managing Director deferring half his total fixed
remuneration. Remaining executives and employees have also contributed to significant reductions in salary.
Other corporate overheads have all been reviewed and reduced where possible. All project specific
employment was terminated effective 30 June 2025, pending clarification of tenure. As a result, the Company
has not retained any field personnel in Guinea (other than the aforementioned seven) as part of these tough
but necessary decisions.
Equity
On 2 January 2025, Shareholders of the Company approved the consolidation of issued capital on the basis
of every 20 shares consolidated into 1 share. The 31 December 2024 comparative has been adjusted to reflect
the consolidated share capital.
On 29 January 2025, a two tranche placement was announced and resulted in the issue of 190,276,318 fully
paid ordinary shares at an issue price of $0.038.
On 7 February 2025, 2,500,000 zero priced options were exercised.
On 30 June 2025, the Company settled the $500,000 deferred consideration by the issue of 23,809,524 fully
paid ordinary shares to the vendors of the Simandou North Project.
Material Business Risks
The Board of Directors review the key risks associated with conducting exploration and evaluation activities
and steps to manage those risks. The key materials risks faced by the Group include:
Tenure, Access and Grant of Applications
Mining and exploration tenements are subject to periodic renewal. The renewal of the term of granted
tenements is subject to compliance with the applicable mining legislation and regulations and the discretion of
the relevant mining authority. Renewal conditions may include increased expenditure and work commitments
or compulsory relinquishment of areas of the tenements. The imposition of new conditions or the inability to
meet those conditions may adversely affect the operations, financial position and/or performance of the
Company.
The Company considers the potential for foreign tenure forfeiture as a material risk in its ongoing operations
and incorporates this assessment into its strategic planning and risk management framework. Management
evaluates political, legal and regulatory conditions in the relevant jurisdictions, together with the Company’s
ability to comply with local tenure requirements.
The Operating Review provides detailed commentary on the specific risks presently affecting the Company’s
operations in Guinea.
Resource Estimation
Mineral resource estimates represent professional judgements based on geological knowledge, experience,
and industry‑standard practices. Resource estimates that were considered reliable when originally reported
may change materially as new information, improved modelling techniques or shifts in commodity prices arise.
8
By their nature, mineral resource estimates are imprecise and rely on geological interpretations that may
ultimately prove inaccurate. Although the Company applies industry‑standard estimation methodologies,
including adherence to the JORC Code, these measures cannot eliminate estimation uncertainty.
As additional fieldwork, drilling, sampling, and analysis are undertaken, mineral resource estimates may be
revised. Such revisions may require changes to mine plans, development strategies or economic
assessments, which could negatively impact the Company’s operations.
The Company intends to continue exploration and development activities aimed at expanding current mineral
resources and converting them to ore reserves; however, there is no assurance that these objectives will be
achieved.
Furthermore, the identification of mineral resources does not guarantee that the resources can be economically
extracted. Failure to convert mineral resources to ore reserves, or to maintain or improve current resource
estimates, could have a material adverse effect on the Company’s business, financial position, operating
performance and future prospects.
Commodity Price
Commodity prices are inherently volatile and are influenced by factors outside the Company’s control, including
global supply and demand dynamics, technological developments in alternative energy sources, geopolitical
events in producing or consuming regions, macroeconomic conditions, and currency fluctuations. Competition
from substitute minerals, as well as public perceptions relating to environmental or safety considerations, may
also reduce demand. There is no assurance that a sustained or profitable market will exist for the commodity
products produced from the Company’s assets.
Future Funding
Continued exploration and evaluation are dependent on the Company being able to secure future funding from
equity markets. The Company will need to undertake equity/debt raisings for continued exploration and
evaluation. There can be no assurance that such funding will be available on satisfactory terms or at all at the
relevant time. Any inability to obtain sufficient financing for the Group’s activities and future projects may result
in the delay or cancellation of certain activities or projects, which would likely adversely affect the potential
growth of the Group.
Exploration
The mineral exploration licences are at various stages of exploration, and potential investors should
understand that mineral exploration and development are high-risk undertakings.
There can be no assurance that future exploration of these licences, or any other mineral licences that may
be acquired in the future, will result in the discovery of an economic resource. Even if an apparently viable
resource is identified, there is no guarantee that it can be economically exploited.
The future exploration activities of the Company may be affected by a range of factors including geological
conditions, limitations on activities due to seasonal weather patterns or adverse weather conditions,
unanticipated operational and technical difficulties, difficulties in commissioning and operating plant and
equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect
extraction costs, industrial and environmental accidents, industrial disputes, unexpected shortages and
increases in the costs of consumables, spare parts, plant, equipment and staff, native title process, land
access, changing government regulations and many other factors beyond the control of the Company.
The success of the Company will also depend upon the Company being able to maintain title to the mineral
exploration licences and obtaining all required approvals for their contemplated activities. If exploration
programs prove to be unsuccessful this could lead to a diminution in the value of the Projects, a reduction in
the cash reserves of the Company and possible relinquishment of one or more of the mineral exploration
licences comprising the Projects.
9
Unforeseen Expenditure
Exploration and evaluation expenditures and development expenditures may increase significantly above
existing projected costs. Although the Group is not currently aware of any such additional expenditure
requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure
proposals of the Group and its proposed business plans.
Environmental, Weather and Climate Change
The highest priority climate related risks include reduced water availability, extreme weather events, changes
to legislation and regulation, reputational risk, and technological and market changes. Mining and exploration
activities have inherent risks and liabilities associated with safety and damage to the environment, including
the disposal of waste products occurring as a result of mineral exploration and production, giving rise to
potentially substantial costs for environmental rehabilitation, damage control and losses. Delays in obtaining
approval for any additional remediation costs could affect profitable development of resources.
Cyber Security and IT
The Group relies on IT infrastructure and systems and the efficient and uninterrupted operation of core
technologies. Systems and operations could be exposed to damage or interruption from system failures,
computer viruses, cyber-attacks, power or telecommunication provider’s failure or human error.
10
MINERAL RESOURCE AND RESERVE STATEMENT
The Company's Mineral Resources are reported under the 2012 edition of the "Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves" (JORC Code).
Due to the uncertainty regarding the status of the Niagara Bauxite Project tenement, the Company is not
reporting a Mineral Resource for the Niagara Project until the status of the permits is resolved. The Company
remains actively engaged with the Ministry of Mines and Geology in Guinea, as well as other relevant
authorities, to seek clarification on the status of the permits and will reassess if there are any material changes
in circumstances.
Comparison with Previous Year
There was no Mineral Resource estimate (MRE) estimated for Niagara in the previous year in accordance with
the JORC Code.
Governance of Resources
The Company engages employees, external consultants and competent persons (as determined pursuant to
the JORC Code) to assist with the preparation and calculation of estimates for its mineral resources.
Management and the Board review these estimates and underlying assumptions for reasonableness and
accuracy. The results of the MRE are then reported in accordance with the requirements of the JORC Code
and other applicable rules (including ASX Listing Rules). Where material changes occur during the year to a
project, including the project’s size, title, exploration results or other technical information, previous MRE and
market disclosures are reviewed for completeness. The Company reviews its MRE annually each year, for
inclusion in the Company’s Annual Report. If a material change has occurred in the assumptions or data used
in previously reported mineral resources, where possible a revised MRE will be prepared as part of the annual
review process. However, there are circumstances where this may not be possible (e.g. an ongoing drilling
programme), in which case a revised MRE will be prepared and reported as soon as practicable.
11
FORWARD LOOKING STATEMENTS
This report contains certain forward-looking statements within the meaning of applicable securities laws.
Forward-looking statements can generally be identified by the use of words such as “may”, “will”, “expect”,
“intend”, “plan”, “anticipate”, “believe”, “estimate”, “project”, “continue”, “objectives”, “outlook”, “guidance” or
other similar expressions. These statements include, but are not limited to, statements regarding the
Company’s plans, strategies, objectives, expected timing of activities, anticipated financial or operational
performance and exploration or development potential.
Forward-looking statements are provided as a general guide only and are not a guarantee of future
performance. Such statements are based on management’s current expectations, assumptions, estimates and
projections, which, while considered reasonable at the date of this report, are inherently subject to significant
uncertainties, risks and contingencies that may change without notice. These include known and unknown
risks, uncertainties and other factors, many of which are outside the control of the Company.
Accordingly, actual results, performance or achievements may differ materially from those expressed or
implied by these forward-looking statements. Factors that could cause such differences include, but are not
limited to, title and tenure risk, renewal risk, jurisdictional risk, economic and market conditions, share market
volatility, commodity demand and price movements, access to infrastructure, timing of environmental and
regulatory approvals, changes in legislation or government policy, operational risks, reliance on key personnel,
foreign currency fluctuations, mineral resource estimation risk, native title matters, and risks associated with
exploration, development, construction and commissioning activities.
Statements relating to exploration potential are conceptual in nature. In areas featuring sufficient information
to define a Mineral Resource, Mineral Resources have been estimated and reported. In areas featuring
insufficient exploration to define a Mineral Resource, it is uncertain whether further exploration will result in the
determination of a Mineral Resource.
Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements
speak only as at the date of this report, and the Company assumes no obligation to update such information
made in this report, to reflect the circumstances or events after the date of this report.
12
DIRECTORS’ REPORT
The Directors of Arrow Minerals Limited (Arrow or the Company) submit their report, together with the consolidated
financial statements comprising Arrow and its controlled entities (together the Group) for the year ended 31 December
2025.
DIRECTORS
The names and particulars of the Directors of the Company during or since the end of the year are as follows.
Directors have been in office since the start of the year to the date of this report unless otherwise stated.
Jeff Dowling
Non-Executive Chairman (Appointed 15 February 2024)
Experience:
Mr Dowling has more than 45 years’ experience across professional services with
Ernst and Young and various mining companies. He served as a director of Atlas
Iron during a period of rapid growth and cost cutting. He was also Chair of Sirius
Resources prior to its takeover by Independence Group.
Qualifications:
BCOM, FCA, FFIN, FAICD
Interests in Shares and
Options at the date of this
report:
7,704,544 fully paid ordinary shares
1,704,544 unlisted options at $0.064, expiring 28 February 2027
6,000,000 unlisted options at $0.0332, expiring 31 December 2028
Special Responsibilities:
Nil
Directorships
of
listed
companies held within the
last three years:
Fleetwood Limited
S2 Resources Limited
NRW Holdings Limited
Waratah Minerals Limited
(previously Battery Minerals Ltd)
July 2017 to present
May 2015 to present
August 2013 to present
January 2018 to September 2023
David Flanagan
Managing Director (Appointed 15 February 2024)
Experience:
Mr Flanagan has 30 years’ experience in the mining and mineral exploration
industry in Australia, Indonesia, and Africa. Mr Flanagan was the founder and
Manging Director of Atlas Iron Limited where the company discovered and
acquired substantial iron ore resources and reserves and developed substantial
export infrastructure in the Pilbara region of Western Australia. Mr Flanagan was
also Chair of Battery Minerals and Executive Chair of Delta Lithium.
Qualifications:
BSc, WASM, MAusIMM, FAICD
Interests in Shares and
Options at the date of this
report:
12,006,122 fully paid ordinary shares
38,750,000 unlisted options at $nil, expiring 15 February 2027
4,500,000 unlisted options at $nil, expiring 15 February 2028
2,272,727 unlisted options at $0.064, expiring 28 February 2027
491,698 unlisted options at $0.055, expiring 8 October 2026
5,000,000 unlisted options at $0.0332, expiring 31 December 2028
10,000,000 performance rights, expiry 31 December 2028
Special Responsibilities:
Nil
Directorships of listed
companies held within the
last three years:
Delta Lithium Limited
Waratah Minerals Limited
(previously Battery Minerals Ltd)
August 2022 to September 2023
July 2019 to September 2023
13
Thomas McKeith
Non-Executive Director (Transitioned from Non-Executive Chair to Executive
Chair effective 7 November 2023, then to Non-Executive Director effective 15
February 2024)
Experience:
Mr McKeith is a geologist with over 30 years’ experience in exploration,
development and mining. He was formerly Head of Growth for Gold Fields Ltd
and CEO of Troy Resources. Mr McKeith led teams that discovered and
developed several significant discoveries (near mine and greenfields) in
Australia, Mali, Ghana, Peru and Chile. He has been instrumental in several
major operating mine and resource project acquisitions in Australia, Canada,
Brazil, Venezuela, and Burkina Faso.
Qualifications
FAusIMM, BSc (Hons), GradDip Eng, MBA
Interests in Shares and
Options at the date of this
report:
24,359,914 fully paid ordinary shares
1,704,545 unlisted options at $0.064, expiring 28 February 2027
4,000,000 unlisted options at $0.0332, expiry 31 December 2028
Special Responsibilities:
Nil
Directorships
of
listed
companies held within the
last three years:
Evolution Mining Limited
CleanTech Lithium PLC (AIM-listed)
Ordell Minerals Limited
Thungela Resources Limited
(JSE:TGA, LSE:TGA)
February 2014 to present
June 2023 to August 2025
October 2022 to present
October 2024 to present
Chris Tuckwell
Non-Executive Director (Appointed 29 May 2024)
Experience:
Mr Tuckwell is a qualified engineer and experienced executive of both mining
and mining contracting companies with notable experience as Managing
Director of MACA Limited and COO and Country Manager of African Mining
Services in both East and West Africa as well as extensive Australian mining
experience with both companies. Mr Tuckwell was responsible for the rapid
development of Fenix Resources’ Iron Ridge DSO iron ore project.
Qualifications:
BEng
Interests in Shares and
Options at the date of this
report:
1,994,258 fully paid ordinary shares
1,136,363 unlisted options at $0.064, expiring 28 February 2027
328,947 unlisted options at $0.055, expiring 8 October 2026
5,000,000 unlisted options at $0.0332, expiring 31 December 2028
Special Responsibilities:
Nil
Directorships
of
listed
companies held within the
last three years:
Albion Resources Limited
Great Boulder Resources Limited
Golden State Mining Limited
January 2025 to present
October 2025 to present
December 2025 to present
14
JOINT COMPANY SECRETARY
Catherine Grant-Edwards
Joint Company Secretary (Appointed 26 August 2019)
Qualifications:
BCom, CA
Experience:
Ms Grant-Edwards is the co-founder of Bellatrix Corporate Pty Ltd, a company
that provides company secretarial and accounting services to a number of ASX
listed companies.
Melissa Chapman
Joint Company Secretary (Appointed 10 December 2019)
Qualifications:
CPA, AGIA/ACIS, GAICD
Experience:
Ms Chapman is the co-founder of Bellatrix Corporate Pty Ltd, a company that
provides company secretarial and accounting services to a number of ASX listed
companies.
DIRECTORS’ MEETINGS
The following table sets out the number of Directors’ meetings held during the year and the number of meetings
attended by each Director.
Board
Eligible
Attended
J Dowling
13
13
D Flanagan
13
12
T McKeith
13
12
C Tuckwell
13
13
Given the current size and composition of the Board, the Company has not established separate audit and risk or
remuneration and nomination committees.
PRINCIPAL ACTIVITIES
The principal activites of the Group during the course of the financial year were mineral exploration and evaluation
and there have been no significant changes in the nature of those activities during the year.
OPERATING AND FINANCIAL REVIEW
The Directors of the Company present the Operating and Financial Review of the Group, prepared in accordance
with section 299A of the Corporations Act 2001 for the year ended 31 December 2025. The information provided in
this review forms part of the Directors’ Report and provides information to assist users in assessing the operations,
financial position and business strategies of the Company. Please refer to page 3 to 8 for details.
Future exploration results, movements in commodity and equity prices may adversely impact the achievement of the
Company’s business strategies. Refer to Note 13 for information on these financial risks.
The Company’s financial statements have been prepared on a going concern basis. Refer to Note 2(e) for further
information.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
During the year, the Company entered a trading halt and subsequent voluntary suspension while engaging with
relevant authorities and stakeholders in the Republic of Guinea to clarify mineral tenure matters, with further details
set out in the Operating Review section.
DIVIDENDS
No dividends were declared or paid for the previous year and the directors recommend that no dividend be paid for
the current year.
15
EVENTS SUBSEQUENT TO REPORTING DATE
Subsequent to year end, in February 2026, the Directors resolved to settle the after-tax portion of their deferred
remuneration in shares, with the actual number of shares to be issued based on the after‑tax amount (subject to
shareholder approval) (refer to the Remuneration Report for further details). The number of shares to be issued will
be determined based on an issue price relative to market once trading of the Company’s shares resumes.
No other matters or circumstances have occurred subsequent to balance date that have or may significantly affect
the operations or state of affairs of the Group in subsequent financial years.
LIKELY DEVELOPMENTS
The Group’s activities during the year were focused on managing its existing projects in West Africa and engaging
with relevant authorities in the Republic of Guinea in relation to the status of its mineral tenure, as outlined in the
Operating Review. During the year, Arrow also reviewed a number of potential exploration opportunities in additional
jurisdictions.
ENVIRONMENTAL LEGISLATION
The Group is subject to and compliant with all aspects of environmental regulation of its exploration activities. The
Directors are not aware of any environmental law that is not being complied with.
INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS
The Company has taken out an insurance policy insuring directors and officers of the Company against any liability
arising from a claim bought by a third party against the Company or its current or former directors or officers. This
includes insurance against liabilities for costs and expenses incurred by them in defending any legal proceedings
arising out of their conduct while acting in their capacity as a director or officer of the Company, other than conduct
involving a wilful breach of duty in relation to the Company.
The Company indemnifies each of the directors and officers of the Company. Under its Constitution, the Company
will indemnity those directors or officers against any claim or for expenses or costs which may arise as a result of
work performed in their respective capacities as directors or officers of the Company and any related party.
Other than to the extent permitted by law, the Group has not, during or since the financial year, indemnified or agreed
to indemnity an auditor of the Group or any related body corporate against a liability incurred as an auditor.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any
proceedings to the which the Company is a party for the purpose of taking responsibility on behalf of the Company
for all or part of those proceedings.
NON-AUDIT SERVICES
During the year, HLB Mann Judd, the Company’s auditor, has performed no other services in addition to their
statutory audit duties.
SHARES UNDER OPTION
Option Granted over Unissued Shares
Unissued fully paid ordinary shares of the Company under option at the date of this report are as follows:
Expiry
Exercise Price of Shares
Number Under Option
8 Oct 2026
$0.055
94,809,212
15 Feb 2027
$0.00
38,750,000
28 Feb 2027
$0.064
114,318,146
1 May 2027
$0.18
6,000,000
15 Feb 2028
$0.00
4,500,000
8 Apr 2028
$0.055
8,000,000
23 Apr 2028
$0.00
21,750,000
31 Dec 2028
$0.053
7,900,000
31 Dec 2028
$0.0332
20,000,000
16
316,027,358
No option holder has any right under the options to participate in any other share issue of the Company or any other
entity.
PERFORMANCE RIGHTS GRANTED OVER UNISSUED SHARES
Unissued fully paid ordinary shares of the Company under performance rights at the date of this report are as follows:
Expiry
Exercise Price of Shares
Number of Rights
31 Dec 2028
$0.00
22,150,000
22,150,000
REMUNERATION REPORT (AUDITED)
The remuneration report for the year ended 31 December 2025 outlines remuneration arrangements in place for
directors and other members of the key management personnel (KMP) of the Company in accordance with the
requirements of the Corporations Act 2001 (the Act) and its regulations. This information has been audited as required
by section 308(3C) of the Act.
The remuneration report details the remuneration for KMP who are defined as those persons having authority and
responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including
any director (whether executive or otherwise) of the parent company, or any controlled entity. KMPs during or since
year end were:
Name
Position
Appointed/Resigned
Mr J Dowling
Non-Executive Chair
Appointed 15 February 2024
Mr D Flanagan
Managing Director
Appointed 15 February 2024
Mr T McKeith
Non-Executive Director
Appointed 26 August 2019
Mr C Tuckwell
Non-Executive Director
Appointed 29 May 2024
Mr T Muir
Chief Financial Officer
Appointed 13 May 2024
Mr J Sinclair
Projects Director
Appointed 22 May 2024
Mr M Reston
Technical Manager
Appointed 1 March 2024
REMUNERATION PHILOSOPHY
The performance of the Company depends on the qualifications of the directors and executives. The philosophy of
the Company in determining remuneration levels is to set competitive remuneration packages to attract and retain high
calibre employees and to link a significant component of executive rewards to shareholder value creation. The size,
nature and financial strength of the Company are also taken into account when setting remuneration levels so as to
ensure that the operations of the Company remain sustainable.
REMUNERATION COMMITTEE
The Board performs the role of the Remuneration Committee and is responsible for determining and reviewing
compensation arrangements for the directors, the Managing Director and any executives.
REMUNERATION STRUCTURE
In accordance with best practice corporate governance, the structure of non-executive and executive remuneration is
separate and distinct.
Non-executive Director Remuneration
The Board recognises the importance of attracting and retaining talented non-executive directors and aims to
remunerate these directors in line with fees paid to directors of companies of a similar size and complexity in the mining
and exploration industry. The Board seeks to set aggregate remuneration at a level that provides the Company with
the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
The Company’s Constitution and the ASX Listing Rules specify that the aggregate fees to be paid to non-executive
directors for their role as a director are to be approved by shareholders at a general meeting. The latest determination
was at the 2025 AGM, whereby Shareholders approved an aggregate amount of up to $500,000 per year (including
17
superannuation). The amount of total compensation apportioned amongst directors is reviewed annually and the
Board considers external advice as well as the fees paid to non-executive directors of comparable companies when
undertaking the annual review process.
The remuneration of non-executive directors consists of directors’ fees. Each director receives a fee for being a director
of the Company. The non-executive directors are not entitled to receive retirement benefits and, at the discretion of
the Board, may participate in the Employee Securities Incentive Scheme (“Scheme”), subject to the usual approvals
required by shareholders.
The Board considers it may be appropriate to issue options to non-executive directors given the current nature and
size of the Company as, until profits are generated, conservation of cash reserves remains a high priority. Any options
issued to directors will require separate shareholder approval.
Principles of Executive Remuneration
The Company’s executive remuneration strategy is designed to attract, motivate and retain high performance
individuals and align the interests of executives and shareholders. Remuneration consists of fixed remuneration and
variable remuneration (comprising short-term and long-term incentive schemes).
Fixed Remuneration
Fixed remuneration is reviewed as required by the Board by a process which consists of a review of relevant
comparative remuneration in the market and, where appropriate, external advice on policies and practices.
Variable Remuneration
2026 Short Term Incentive Scheme
As at the date of this report, no short‑term incentives have been issued in respect of the year ended 31 December
2026.
2025 Short Term Incentive Scheme
The short-term incentives for 2025 are set out below:
How is it paid?
Vested awards can be settled in cash or shares, at the discretion of the Board and if required,
subject to shareholder approval.
How much can
current
executives earn?
CEO and Managing Director has a maximum opportunity of 50% of total fixed remuneration
(‘TFR’), and other executives have a maximum opportunity of 25% of TFR.
What
is
the
performance
period?
1 January 2025 to 31 December 2025.
How is
performance
measured?
The below specific company KPI’s have been chosen to reflect the core drivers of short term
performance to be achieved during the performance period.
i)
Release of a public announcement of a Scoping Study for the Niagara project. The
weighting for this objective is 60%.
ii)
Release of a public announcement of a Scoping Study for the Simandou North. The
weighting for this objective is 20%.
iii) Advance a Niagara Pre-Feasibility Study (PFS) in accordance with Board approved
milestones. The weighting for this objective is 20%.
When is it paid?
The STI award is typically determined after the end of the year, following an assessment of all
the objectives. However, if the Board has all the necessary information to make an informed
assessment earlier, it has the discretion to approve and award one or more KPI’s ahead of year
end.
What happens if
an executive
leaves?
Where a Participant becomes a Leaver, all unvested awards will automatically be forfeited by
the Participant unless the Board otherwise determines in its discretion to permit some of all of
the awards to vest.
18
What happens if
there is a change
of control?
In the event of a change of control, the Board may in its discretion determine the manner in
which any or all of the Participants awards will be dealt with.
2026 Long Term Incentive Scheme
As at the date of this report, no short‑term incentives have been issued in respect of the year ended 31 December
2026.
2025 Long Term Incentive Scheme
In 2025, the Board approved the following long-term incentives to executives to align remuneration with the creation
shareholder value over the period to 31 December 2028.
How is it paid?
Vested awards will be settled in shares.
How much can
current
executives earn?
CEO and Managing Director has an opportunity to earn approximately 150% of total fixed
remuneration (‘TFR’), and other executives have an opportunity to earn approximately 50% of
TFR.
How is
performance
measured?
The vesting of long-term incentives are subject to a number of vesting condition detailed below:
i)
Remaining employed or engaged for a period of 12 months from grant date. The weighting
for this objective is 26% for the CEO and Managing Director and 31% for the other
executives.
ii)
Secure Board approval for the Financial Investment Decision (‘FID’) on an Arrow Project.
The weighting for this objective is 37% for the CEO and Managing Director and 23% for
the other executives.
iii) Successfully complete all key milestones and achieve the first commercial sale of product
from an Arrow project, to the Board's satisfaction. The weighting for this objective is 37%
for the CEO and Managing Director and 46% for the other executives.
When is
performance
measured?
Incentive (i) has a 1 year performance period, incentives (ii) and (iii) have a three-year
performance period. These awards will vest on achievement of the performance hurdle, as
determined by the Board.
What happens if
an executive
leaves?
Where a Participant becomes a Leaver, all unvested awards will automatically be forfeited by
the Participant unless the Board otherwise determines in its discretion to permit some of all of
the awards to vest.
What happens if
there is a change
of control?
In the event of a change of control, the Board may in its discretion determine the manner in
which any or all of the Participants awards will be dealt with.
Link Between Performance and Executive Remuneration
Executive remuneration is aimed at aligning the strategic and business objectives with the creation of shareholder
wealth. The table below shows measures of the Group’s financial performance over the last five years as required by
the Act. However, these are not necessarily consistent with the measures used in determining the variable amounts
of remuneration to be awarded to KMP. As a consequence, there may not always be a direct correlation between the
statutory key performance measures and the variable remuneration awarded.
31 Dec 2025
31 Dec 2024
31 Dec 2023
Restated
31 Dec 2022
30 Jun 20221
12-months
12-months
12-months
6-months
12-months
Loss for the year
11,805,424
23,756,930
3,119,903
8,342,675
3,457,696
Share Price at 31
December ($)
n/a
0.04
0.10
0.07
0.04
1 In December 2022, the Board resolved to change the Company’s financial year end from 30 June to 31 December.
This change was made in accordance with section 323D(2A) of the Corporations Act 2001 (Cth) to align the financial
year end of the Company with the financial year end of its West African subsidiaries and associated entities.
19
REMUNERATION OF KEY MANAGEMENT PERSONNEL
Details of the remuneration of the key management personnel (KMP) of the Group are set out in the following table.
Currently, Directors are responsible for the management of the Group.
2025
Short Term Benefits
Post
Employment
Benefits
Share-based
Payments
Total
Proportion of
Remuneration
Performance
Related
Salary & Fees
Short Term
Incentive
Super-
annuation
Options/Rights
1
$
$
$
$
$
%
Directors
J Dowling2
87,806
-
-
41,321
129,127
32%
D Flanagan3
362,433
70,507
25,278
1,580
459,798
0%
T McKeith4
47,801
-
2,599
15,190
65,590
23%
C Tuckwell5
54,976
-
2,599
34,434
92,009
37%
Other Key Management Personnel
T Muir 6
290,527
30,293
25,734
84,107
430,661
20%
J Sinclair 7
333,868
29,593
24,548
106,437
494,446
22%
M Reston 8
297,932
32,753
26,326
78,145
435,156
18%
Total
1,475,343
163,146
107,084
361,214
2,106,787
1 Represents the statutory remuneration expensed based on fair value at grant date of options and rights over the
vesting period of the award, net of any lapsed or forfeited rights which are credited from these amounts.
2 As part of the cost savings measures introduced by the Board, Mr Dowling’s Director Fees for the period 1 July 2025
to 31 December 2025 have been accrued. As at 31 December 2025, $43,902 remains outstanding and payable to Mr
Dowling. In February 2026, the Directors resolved to settle their after-tax portion of deferred salaries in shares (subject
to shareholder approval). The number of shares to be issued will be determined based on an issue price relative to
market once trading of the Company’s shares resumes.
3 As part of the cost savings measures introduced by the Board, 50% of Mr Flanagan’s Managing Director Fees for the
period 1 July 2025 to 31 December 2025 have been accrued. As at 31 December 2025, $96,946 remains outstanding
and payable to Mr Flanagan. In February 2026, the Directors resolved to settle their after-tax portion of deferred
salaries in shares (subject to shareholder approval). The number of shares to be issued will be determined based on
an issue price relative to market once trading of the Company’s shares resumes.
A short-term incentive of $70,507 in the form of a cash bonus was settled in shares through participation in the
placement dated 29 January 2025.
4 As part of the cost savings measures introduced by the Board, Mr McKeith’s Director Fees for the period 1 July 2025
to 31 December 2025 have been accrued. As at 31 December 2025, $25,200 remains outstanding and payable to Mr
McKeith. In February 2026, the Directors resolved to settle their after-tax portion of deferred salaries in shares (subject
to shareholder approval). The number of shares to be issued will be determined based on an issue price relative to
market once trading of the Company’s shares resumes.
5 As part of the cost savings measures introduced by the Board, Mr Tuckwell’s Director Fees for the period 1 July 2025
to 31 December 2025 have been accrued. As at 31 December 2025, $25,200 remains outstanding and payable to Mr
Tuckwell. In February 2026, the Directors resolved to settle their after-tax portion of deferred salaries in shares (subject
to shareholder approval). The number of shares to be issued will be determined based on an issue price relative to
market once trading of the Company’s shares resumes.
6 In April 2025, payment of the 2024 short-term incentive of $30,293 in the form of a cash bonus was settled in shares
through participation in the placement dated 29 January 2025.
7 In April 2025, payment of the 2024 short-term incentive of $29,593 in the form of a cash bonus was settled in shares
through participation in the placement dated 29 January 2025.
8 In April 2025, payment of the 2024 short-term incentive of $32,753 in the form of a cash bonus was settled in shares
through participation in the placement dated 29 January 2025.
20
2024
Short Term Benefits
Post
Employment
Benefits
Share-based
Payments
Total
Proportion of
Remuneration
Performance
Related
Salary & Fees
Short Term
Incentive
Super-
annuation
Options 1
$
$
$
$
$
%
Directors
J Dowling
69,938
-
3,094
500,000 6
573,032
87.3%
D Flanagan 2
319,623
116,490
28,116
4,057,854 6
4,522,083
89.7%
T McKeith
43,179
-
4,857
527,332 6
575,368
91.7%
C Tuckwell
27,175
-
825
-
28,000
n/a
H Bresser
22,000
-
-
(23,778)
(1,778)
n/a
F Tabeart
4,500
-
-
(5,107)
(607)
n/a
A Vorster
21,140
-
-
(8,695)
12,445
n/a
Other Key Management Personnel
T Muir 3
176,910
36,265
19,470
37,784
270,429
14.0%
J Sinclair 4
217,542
41,231
16,552
60,454
335,779
18.0%
M Reston 5
330,534
41,293
24,765
45,341
441,933
10.3%
Total
1,232,541
235,279
97,679
5,191,185
6,756,684
76.8%
1 Represents the statutory remuneration expensed based on fair value at grant date of options and rights over the
vesting period of the award, net of any lapsed or forfeited rights which are credited from these amounts.
2 Includes $40,700 that was paid to Mr Flanagan for consulting services performed prior to being appointed as
Managing Director and CEO.
An interim short-term incentive of $45,983 in the form of cash bonuses were settled in shares through participation in
the placement dated 30 August 2024. The remaining short-term incentive of $70,507 was approved by the Board on
28 January 2025 and will be settled in shares through participation in the placement dated 29 January 2025, subject
to shareholder approval.
3 An interim short-term incentive of $5,972 in the form of cash bonuses were settled in shares through participation in
the placement dated 30 August 2024. The remaining short-term incentive of $30,293 was approved by the Board on
28 January 2025 and was settled in shares, through participation in the placement dated 29 January 2025.
4 Includes $60,969 that was paid to Mr Sinclair through his related entity, Verbain Nominees Pty Ltd, for services
performed prior to being appointed as Project Director.
An interim short-term incentive of $11,638 in the form of cash bonuses were settled in shares through participation in
the placement dated 30 August 2024. The remaining short-term incentive of $29,593 was approved by the Board on
28 January 2025 and was settled in shares, through participation in the placement dated 29 January 2025.
5 Includes $78,000 that was paid to Mr Reston through his related entity, EGSS Pty Ltd, for services performed prior
to being appointed as Technical Manager.
An interim short-term incentive of $8,540 in the form of cash bonuses were settled in shares through participation in
the placement dated 30 August 2024. The remaining short-term incentive of $32,753 was approved by the Board on
28 January 2025 and was settled in shares, through participation in the placement dated 29 January 2025.
6 The fair value of the Options that were offered to directors on 12 December 2023 and were approved by shareholders
on 15 February 2024, was $0.10. For context, the Company announced a capital raising at $0.02 per share on 13
December 2023, with the share price rising to $0.10 by the shareholder approval date. As required by AASB 2 Share-
Based Payments, the fair value is to be determined on the shareholder approval date.
21
MOVEMENT IN ORDINARY SHARES
The relevant interest of each of the key management personnel in the share capital of the Company as at 31 December
2025:
Balance
1 Jan 2025
Granted as
Remuneration
Received on exercise
of Options
Other Changes1
Balance
31 Dec 2025
J Dowling
7,704,544
-
-
-
7,704,544
D Flanagan2
11,022,727
-
-
983,295
12,006,022
T McKeith
24,359,914
-
-
-
24,359,914
C Tuckwell
1,336,363
-
-
657,895
1,994,258
T Muir2
410,000
-
-
422,500
832,500
J Sinclair2
1,221,226
-
-
412,738
1,633,964
M Reston2
460,795
-
-
456,816
917,611
1 Participation in placements held during the year.
SHARE-BASED PAYMENTS
Options
Options movements during the reporting period
The below table shows a reconciliation of options held by each KMP during the reporting period:
2025
Opening Balance
Granted
as
Compe-
nsation
Options
Other 1
Options
Lapsed
Vested
Exercised
Closing Balance
Vested &
Exercis-
able
Un-vested
No.
%
Vested &
Exercisable
Unvested
J Dowling
1,704,544
-
6,000,000
-
-
-
-
-
1,704,544
6,000,000
D
Flanagan
42,522,727
3,000,000
5,000,000
491,698
-
-
-
-
43,014,425
8,000,000
T McKeith
2,079,545
-
4,000,000
-
(375,000)2
-
-
-
1,704,545
4,000,000
C Tuckwell
1,136,363
-
5,000,000
328,947
-
-
-
-
1,465,310
5,000,000
T Muir
4,410,000
-
2,000,000
211,250
-
-
-
-
4,621,250
2,000,000
J Sinclair
6,971,227
-
2,000,000
206,369
-
-
-
-
7,177,596
2,000,000
M Reston
5,460,795
-
2,100,000
228,408
-
-
-
-
5,689,203
2,100,000
1 Options issued through participation in placements.
2 The total value of options lapsed was $15,607.
Options issued as compensation
During the financial year, options over ordinary shares issued as compensation are as follows:
2025
Number of
Options
Granted During
the Year
Grant Date
Fair Value per
Option at
Grant Date
Value of
Options
Granted
Exercise
Price per
Option
Expiry Date
Number of Options
Vested
J Dowling
6,000,000
30 May 2025
$0.0330
$70,478
$0.033
31 Dec 2028
-
D Flanagan
5,000,000
30 May 2025
$0.0330
$58,732
$0.033
31 Dec 2028
-
T McKeith
4,000,000
30 May 2025
$0.0330
$46,985
$0.033
31 Dec 2028
-
C Tuckwell
5,000,000
30 May 2025
$0.0330
$58,732
$0.033
31 Dec 2028
-
T Muir
2,000,000
31 Mar 2025
$0.0209
$41,871
$0.053
31 Dec 2028
-
J Sinclair
2,000,000
31 Mar 2025
$0.0209
$41,871
$0.053
31 Dec 2028
-
M Reston
2,100,000
31 Mar 2025
$0.0209
$43,965
$0.053
31 Dec 2028
-
22
Options issued allow the holder the right to subscribe to one fully paid ordinary share. Any option not exercised before
the expiry date will lapse on the expiry date. Options granted carry no dividend or voting rights.
There are no participating rights or entitlements inherent in the options and the holders will not be entitled to participate
in new issues of capital offered to shareholders during the currency of the options. All shares allotted upon the exercise
of options will rank pari passu in all respect with other shares.
Options exercised during the reporting period
There were no options exercised by Key Management Personnel during the period ended 31 December 2025.
Performance Rights
Performance rights movements during the reporting period
During the financial year, performance rights issued over ordinary shares are as follows:
Opening
Balance
Granted as
Remun-
eration
Conversion
to Shares
Expired
Closing
Balance
Grant
Date
Expiry
Date
Tranche
Value per
Right
J Dowling
-
-
-
-
-
-
-
-
-
D Flanagan
-
a) 5,000,000
b) 5,000,000
-
a) 5,000,000
b) 5,000,000
30 May
2025
31 Dec
2028
a) T1
b) T2
$0.020
T McKeith1
a) 350,000
b) 350,000
c) 350,000
-
-
-
-
-
-
a) 350,000
b) 350,000
c) 350,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
C Tuckwell
-
-
-
-
-
-
-
-
-
T Muir
-
a) 1,000,000
b) 2,000,000
-
-
-
-
a) 1,000,000
b) 2,000,000
31 Mar
2025
31 Dec
2028
a) T1
b) T2
$0.034
$0.034
J Sinclair
-
a) 1,000,000
b) 2,000,000
-
-
-
-
a) 1,000,000
b) 2,000,000
31 Mar
2025
31 Dec
2028
a) T1
b) T2
$0.034
$0.034
M Reston
-
a) 1,000,000
b) 2,000,000
-
-
-
-
a) 1,000,000
b) 2,000,000
31 Mar
2025
31 Dec
2028
a) T1
b) T2
$0.034
$0.034
1The total value of performance rights lapsed was $20,300.
There is no value included in the Statement of Comprehensive Income associated with the Performance Rights issued
to Key Management Personnel as the probability that these will vest is considered less than 50%.
Performance milestones are as follows:
T1 – Financial Investment Decision (FID) on a Company Project by 31 December 2027.
T2 – First commercial sale of a Company product by 31 December 2027.
Performance rights issued allow the holder the right to one fully paid ordinary share. Any performance right not
exercised before the expiry date will lapse on the expiry date. Performance rights granted carry no dividend or voting
rights.
There are no participating rights or entitlements inherent in the performance rights and the holders will not be entitled
to participate in new issues of capital offered to shareholders during the currency of the performance rights. All shares
allotted upon the exercise of the performance rights will rank pari passu in all respect with other shares.
23
EMPLOYMENT CONTRACTS
Remuneration arrangements for KMP are formalised in employment agreements. Details of these contracts are
provided below.
Name and Title
Basis of
Employment
(effective 1 July
2025)
Total Fixed
Remunerati
on on a Full
Time Basis
Variable Remuneration
Notice Period
D Flanagan
Full time1
(2.5 days a week)
$387,787
Short and Long-Term Incentives
at Board discretion
12 months, payable in
lieu
T Muir
Part time
(2 days a week)
$333,225
Short and Long-Term Incentives
at Board discretion
1 months, payable in
lieu.
J Sinclair
Part time
(1 day a week)
$325,525
Short and Long-Term Incentives
at Board discretion
1 months, payable in
lieu.
M Reston
Part time
(1 day a week)
$360,287
Short and Long-Term Incentives
at Board discretion
1 month, payable in
lieu.
1 From 1 July 2025, as a cost saving measure, Mr David Flanagan has elected to defer 50% of his Total Fixed
Remuneration.
OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
GenGold Resources Capital Pty Ltd (GenGold) has, via arrangement, contracted the services of its geological team to
Arrow during the year. Mr McKeith is a related party of GenGold. During the year, an amount of nil (31 December
2024: $9,149) was paid or payable in relation to services. An amount of nil (31 December 2024: nil) was payable at
the end of the year.
Transactions between related parties are on normal commercial terms and conditions no more favourable than those
available to other parties.
END OF REMUNERATION REPORT
AUDITOR INDEPENDENCE
The auditor’s independence declaration for the year ended 31 December 2025 has been received and is included in
this annual report.
Signed in accordance with a resolution of the Directors
David Flanagan
Managing Director
8 March 2026
24
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Arrow Minerals Limited for the
year ended 31 December 2025, I declare that to the best of my knowledge and belief, there have
been no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
8 March 2026
B G McVeigh
Partner
Annual Report for the year ended 31 December 2025
25
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2025
Note
31 December 2025
$
31 December 2024
$
Continuing Operations
Income
102,167
58,816
Net (loss)/gain on financial assets/liabilities measured
at fair value through profit or loss
-
(11,737)
Employee benefits expenses
5
(1,811,243)
(1,693,109)
Amortisation of right of use assets
(42,274)
(30,834)
Exploration and evaluation expenditure
(2,293,371)
(10,617,576)
Finance costs
5
(8,608)
(66,064)
Depreciation
(33,335)
(30,124)
Share-based payments expense
18
(565,821)
(9,467,241)
Administration and other expenses
5
(1,323,241)
(2,762,635)
Foreign exchange (loss)/gain
(452,961)
863,574
Impairment of acquired exploration
8
(5,376,737)
-
Loss before tax
(11,805,424)
(23,756,930)
Income tax expense
-
-
Loss after tax
(11,805,424)
(23,756,930)
Other Comprehensive Income
Items that may be classified subsequently to profit or
loss
Movement in foreign currency translation reserve
81,640
(614,040)
Share of foreign currency translation reserve relating
to equity accounted investment
-
-
Other comprehensive (loss) for the period
81,640
(614,040)
Total comprehensive loss for the period attributable to
members of the Company
(11,723,784)
(24,370,970)
Loss per share for the period attributable to the
members of Arrow Minerals Limited
Basic loss per share (cents per share)
6
(1.400)
(4.776)
Diluted loss per share (cents per share)
6
(1.400)
(4.776)
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the
accompanying notes.
Annual Report for the year ended 31 December 2025
26
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying
notes.
As at 31 December 2025
Note
31 December 2025
$
31 December 2024
$
Current Assets
Cash and cash equivalents
7
2,589,918
2,207,307
Trade and other receivables
28,064
161,186
Prepayments
109,897
156,756
Total Current Assets
2,727,879
2,525,249
Non-Current Assets
Acquired exploration and evaluation assets
8
-
5,376,737
Right of use assets
9
17,490
59,764
Property, plant and equipment
10
160,116
251,108
Total Non-Current Assets
177,606
5,687,609
Total Assets
2,905,485
8,212,858
Current Liabilities
Trade and other payables
11
1,105,046
2,435,473
Lease liabilities
12
17,910
42,343
Total Current Liabilities
1,122,956
2,477,816
Non-Current Liabilities
Lease liabilities
12
-
17,910
Total Non-Current Liabilities
-
17,910
Total Liabilities
1,122,956
2,495,726
Net Assets
1,782,529
5,717,132
Equity
Issued capital
14
77,321,923
70,098,563
Reserves
15
12,245,153
11,597,692
Accumulated losses
(87,784,547)
(75,979,123)
Total Equity
1,782,529
5,717,132
Annual Report for the year ended 31 December 2025
27
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2025
Note
31 December 2025
$
31 December 2024
$
Cash Flows from Operating Activities
Payments to suppliers and employees
(3,281,382)
(4,151,190)
Payment for exploration and evaluation activities
(3,108,810)
(9,890,489)
Interest income received
102,167
59,022
Interest expense paid
(8,608)
(51,256)
Net cash (used in) operating activities
7
(6,296,633)
(14,033,913)
Cash Flows from Investing Activities
Proceeds from sale of financial assets
-
64,292
Payments for deposits
-
(5,437)
Payments for property, plant and equipment
-
(178,133)
Acquisition of Amalgamated Minerals Pte Ltd
8
-
(2,000,000)
Cash acquired on acquisition of Amalgamated Minerals
Pte Ltd
8
-
206,942
Net cash (used in) investing activities
-
(1,912,336)
Cash Flows from Financing Activities
Proceeds from issue of shares
7,230,500
18,580,000
Capital raising transaction costs
(507,140)
(1,139,164)
Principal payments on lease liabilities
(42,344)
-
Net cash from financing activities
6,681,016
17,440,836
Net increase in cash and cash equivalents
384,383
1,494,587
Effect of exchange rate movements
(1,772)
11,581
Cash and cash equivalents at the beginning of the year
2,207,307
701,139
Cash and cash equivalents at the end of the year
7
2,589,918
2,207,307
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Annual Report for the year ended 31 December 2025
28
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December
2025
Issued
Capital
Share-Based
Payment
Reserve
Foreign
Currency
Translation
Reserve
Accumulated
Losses
Total
$
$
$
$
$
Balance at 1 January 2024
51,606,728
3,236,987
(492,496)
(52,222,193)
2,129,026
Loss after tax for the year
-
-
-
(23,756,930) (23,756,930)
Other comprehensive loss
-
-
(614,040)
-
(614,040)
Total comprehensive loss for the
year
-
-
(614,040)
(23,756,930) (24,370,970)
Issue of Shares, net costs
18,491,835
-
-
-
18,491,835
Share-based payments
-
9,467,241
-
-
9,467,241
Total transactions with equity
holders
18,491,835
9,467,241
-
-
27,959,076
Balance at 31 December 2024
70,098,563
12,704,228
(1,106,536)
(75,979,123)
5,717,132
Loss after tax for the year
-
-
-
(11,805,424) (11,805,424)
Other comprehensive loss
-
-
81,640
-
81,640
Total comprehensive loss for the
year
-
-
81,640
(11,805,424) (11,723,784)
Issue of Shares, net costs
7,223,360
-
-
-
7,223,360
Share-based payments
-
565,821
-
-
565,821
Total transactions with equity
holders
7,223,360
565,821
-
-
7,789,181
Balance at 31 December 2025
77,321,923
13,270,049
(1,024,896)
(87,784,547)
1,782,529
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying
notes.
Annual Report for the year ended 31 December 2025
29
INDEX TO THE FINANCIAL STATEMENTS
Corporate information and basis of preparation
1
Corporate information
2
Basis of preparation
3
Summary of material accounting policies
Financial performance
4
Segment information
5
Revenue and expenses
6
Earnings per share
Operating assets and liabilities
7
Cash and cash equivalents
8
Acquired exploration and evaluation assets
9
Right of use assets
10
Plant and equipment
11
Trade and other payables
Capital and financial risk management
12
Lease liability
13
Financial risk management
14
Issued capital
15
Reserves
Other information
16
Income tax expense
17
Related party transactions
18
Share-based payments
19
Remuneration of auditors
Unrecognised items
20
Parent entity disclosure
21
Contingent assets and liabilities
22
Commitments
23
New standards and interpretations
24
Subsequent events
25
Consolidated entity disclosure statement
Annual Report for the year ended 31 December 2025
30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate Information & Basis of Preparation
1.
CORPORATE INFORMATION
The Financial report of Arrow Minerals Limited (the Company or Arrow) consists of the financial statements, notes
to the financial statements and the directors’ declaration.
Arrow Minerals Limited is a company incorporated and domiciled in Australia, limited by shares, and is a for profit
entity whose shares are publicly traded on the ASX. The Company’s registered office and principal place of
business is Unit 4, 38 Colin Street, West Perth WA 6005. The Company is principally engaged in exploration in
West Africa.
The nature of the operations and principal activities of the Group are described in the attached Directors’ Report.
The accounting policies set out below have been applied consistently to all periods presented in the consolidated
financial report and by all entities in the Group.
These are for-profit general purpose financial statements and have been prepared in accordance with Australian
Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board,
Australian Accounting Interpretations and the Corporations Act 2001.
2.
BASIS OF PREPARATION
The financial report was authorised for issue in accordance with a Resolution of the Directors on 8 March 2026.
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. Comparatives have been reclassified as required for consistency with the current year’s presentation.
(a)
Compliance with International Financial Reporting Standards
The financial statements of the Company also comply with International Financial Reporting Standards
as issued by the International Accounting Standards Board.
(b)
Historical Cost Convention
These financial statements have been prepared under the historical cost convention, and on an accrual’s
basis (except for certain financial assets and liabilities for which the fair value basis of accounting has
been applied).
(c)
Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic
environment in which the entity operates – the functional currency. The financial statements are presented
in Australian dollars, which is Arrow’s functional and presentation currency.
(d)
Critical accounting estimates
The preparation of financial statements requires the use of certain estimates, judgements and
assumptions that affect the application of the Company’s accounting policies. Actual results may differ
from these estimates and application of different assumptions and estimates may have a significant
impact on the Company’s net assets and financial results.
Estimates and assumptions are reviewed on an ongoing basis and are based on the latest available
information at each reporting date. Revisions to accounting estimates are recognised in the period in
which the estimate is revised. The areas involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the financial statements, are found in the following
notes:
i)
Note 16 Income tax expense
The future recoverability of the carried forward tax losses are dependent upon the Group’s ability
to generate taxable profits in the future in the same tax jurisdiction in which the losses arise. This
Annual Report for the year ended 31 December 2025
31
is also subject to determinations and assessments made by the taxation authorities. The
recognition of a deferred tax asset on carried forward tax losses (in excess of taxable temporary
differences) is dependent on management’s assessment of these two factors. The ultimate
recoupment and the benefit of these tax losses could differ materially from management’s
assessment.
ii)
Note 8 Acquired exploration and evaluation
The application of the exploration and evaluation accounting policy necessarily requires
management to make certain estimates and assumptions as to future events and circumstances.
Any such estimates and assumptions may change as new information becomes available. If, after
having capitalised expenditure under the policy, it is concluded that the expenditures are unlikely
to be recovered by future exploitation or sale, then the relevant capitalised amount will be written
off to the Statement of Profit or Loss and Other Comprehensive Income.
iii)
Note 18 Share-based payments
The fair values of Options and Performance Rights are determined using option pricing models
that consider the exercise price, the term of the option or right, the impact of dilution, the share
price at valuation date, expected price volatility of the underlying share, the expected dividend
yield and the risk-free interest rate for the term of the option. Judgement has been exercised on
the probability and timing of achieving the performance metrics related to the Options and
Performance Rights.
(e)
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Group
will continue its normal business activities, realise its assets, and meet its obligations as and when they
fall due for a period of at least twelve months from the date of this report.
The Group has incurred a net loss after tax for the year ended 31 December 2025 of $11,805,424 (31
December 2024: $23,756,930) and a net cash outflow from operating and investing activities of
$6,296,633 (31 December 2024: net outflow $15,946,249). Net assets of the Group as at 31 December
2025 were $1,782,529 (31 December 2024: $5,717,132). Cash and cash equivalents as at 31 December
2025 were $2,589,918 (31 December 2024: $2,207,307).
With no operating revenue, the Group’s ability to continue as a going concern beyond the next twelve
months is dependent on securing additional funding to support its exploration activities and meet ongoing
operational and corporate expenditure.
As at the date of this report, the Company’s shares remain suspended from quotation on the ASX due to
uncertainty surrounding the status of its project exploration permits in Guinea. This suspension
significantly limits the Group’s ability to raise capital or secure debt funding. The going concern
assumption is therefore contingent upon the successful reinstatement of the Company's securities to
quotation on the ASX, which would enable the Group to access additional sources of funding.
In response to this uncertainty, the Group has implemented a range of cost-reduction measures aimed at
preserving cash and extending its financial runway. These include the suspension of all on-ground
exploration activities in Guinea, significant reductions in corporate overheads, the deferral of director
salaries, reductions in key management salaries, and the renegotiation or termination of non-essential
supplier contracts.
The Directors are actively engaging with the Guinean authorities to seek clarity regarding the status of
the permits. While the outcome remains uncertain, they are focused on ensuring that the Group is well-
positioned to meet the necessary conditions for reinstatement.
Subject to a successful resolution, the Directors believe the Group will be able to secure adequate funding
to support its planned activities beyond the next twelve months.
However, these events and conditions give rise to a material uncertainty that may cast significant doubt
on the Group’s ability to continue as a going concern beyond twelve months from the date of this report.
Annual Report for the year ended 31 December 2025
32
Accordingly, the financial statements do not include any adjustments relating to the recoverability and
classification of asset amounts, or the amounts and classification of liabilities, that might be necessary
should the Group be unable to continue as a going concern.
Should the Group be unable to raise further debt or capital beyond the next twelve months, a material
uncertainty would exist as to whether the Group will be able to continue as a going concern, and it may
be required to realise assets and extinguish liabilities other than in the ordinary course of business, with
amounts realised potentially differing from those stated in the financial statements.
3.
SUMMARY OF MATERIAL ACCOUNTING POLICIES
(a)
Share-based payments
Equity-settled share-based payments with employees and others providing similar services are measured
at the fair value of the equity instrument at the grant date. Fair value of shares is measured by reference
to the quoted market price. Fair value of options is measured by use of valuation techniques. The
expected life used in the model has been adjusted, based on management’s best estimate, for the effects
of non-transferability, exercise restrictions, and behavioural considerations.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually
vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its
estimate of the number of equity instruments expected to vest. The impact of the revision of the original
estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised
estimate, with a corresponding adjustment to the equity settled employee benefits reserve.
(b)
Earnings per share
Basic earnings/loss per share – is calculated by dividing the profit or loss attributable to equity holders of
the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average
number of ordinary shares outstanding during the financial period, adjusted for bonus elements in ordinary
shares issued during the period.
Diluted Earnings/Loss per Share – adjusts the figures used in the determination of basic earnings/loss
per share to consider 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.
(c)
Income tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income
based on the notional income tax rate for each jurisdiction adjusted for by changes in deferred tax assets
and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their
carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted
or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative
amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability.
An exception is made for certain temporary differences arising from the initial recognition of an asset or a
liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they
arose in a transaction, other than a business combination, that at the time of the transaction did not affect
either accounting profit or taxable profit or loss.
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.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying
amount and tax bases of investments in controlled entities where the parent entity is able to control the
timing of the reversal of the temporary differences and it is probable that the differences will not reverse
Annual Report for the year ended 31 December 2025
33
in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also
recognised directly in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the taxation authority
and the Group intends to settle its current tax assets and liabilities on a net basis.
For the purposes of income tax legislation, the Company and its 100% controlled Australian entities have
elected to form a tax consolidated group. Therefore, these entities are taxed as a single entity and the
deferred tax assets and liability of these entities are set off in the consolidated financial statements.
(d)
Exploration and evaluation expenditure
Assets acquired
Exploration and evaluation assets acquired are capitalised and typically comprise the fair value of mineral
rights acquired at the acquisition date. As the assets are not yet ready for use, they are not depreciated.
Expenditure incurred
Exploration and evaluation expenditure incurred is expensed in respect of each identifiable area of interest
until such a time where a JORC 2012 compliant resource is announced in relation to the identifiable 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 yet reached a stage
which permits reasonable assessment of the existence of economically recoverable reserves.
Transfer of capitalised exploration and evaluation to mine development
Once the technical feasibility and commercial viability of the assets are demonstrable, exploration and
evaluation assets are first tested for impairment and then reclassified to mine properties as development
assets. The value of the Company’s interest in exploration expenditure is dependent upon:
the continuance of the Company’s rights to tenure of the areas of interest;
the result of future exploration; and
the recoupment of cost through successful development and exploitation of the areas of interest,
or alternatively, by their sale.
(e)
Impairment of Non-Financial Assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss
is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the
purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows (cash generating units).
(f)
Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity.
Financial Liabilities
Initial recognition and measurement
All financial liabilities are recognised initially at fair value adjusted for transaction costs, except where the
instrument is classified as fair value through profit or loss (FVTPL), in which case transaction costs are
immediately recognised as expenses in profit or loss.
Annual Report for the year ended 31 December 2025
34
Classification of financial liabilities
Financial liabilities classified as held-for-trading, contingent consideration payable by the group for the
acquisition of a business, and financial liabilities designated at FVTPL, are subsequently measured at fair
value. All other financial liabilities recognised by the group are subsequently measured at amortised cost.
The Group’s financial liabilities include trade and other payables.
(g)
Foreign Currency Transactions and Balances
These consolidated financial statements are presented in Australian dollars, which is the Company’s
functional currency and the presentation currency of the Group.
Translation of foreign operations:
As at the reporting date the assets and liabilities of foreign operations are translated into the presentation
currency at the rate of exchange ruling at the reporting date and the statement of comprehensive income,
statement of cash flows and statement of changes in equity are translated at the average exchange rates
for the year. The exchange differences arising on the retranslation are recognised in other comprehensive
income and accumulated balances are carried forward as a separate component of equity. On disposal
of a foreign operation, the deferred cumulative amount recognised in equity relating to that particular
foreign operation is recognised in the income statement.
Translation of foreign loans:
Loans from the parent entity to its Burkina Faso foreign operations are denominated in Central African
Francs (XOF). They are initially recognised in the parent entity Statement of Financial Position at the spot
rate on the date of transaction. Loan balances are translated into the presentation currency at the
exchange rate ruling at each reporting date, and exchange differences arising on the translation of
intercompany loans is recognised in the Statement of Comprehensive Income.
4.
SEGMENT INFORMATION
The Group is organised into one operating segment being exploration. This is based on the internal reports that
are being reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers
(CODM)) in assessing performance and in determining the allocation of resources. As a result, the operating
segment information is as disclosed in the statements and notes to the financial statements through the report.
Annual Report for the year ended 31 December 2025
35
5.
REVENUE AND EXPENSES
31 Dec 2025
$
31 Dec 2024
$
Employee benefits expense
Employee benefits, including Directors’ fees
1,682,863
1,581,624
Superannuation expenses
128,380
111,485
1,811,243
1,693,109
Finance costs
Other interest expense
8,608
2,455
Convertible note – amortised interest cost on host debt
-
63,609
8,608
66,064
Administration and other expenses
Consultants, advisers, and auditors
342,803
884,165
Occupancy costs
43,158
36,394
Insurance
110,125
76,437
Legal costs
144,635
215,209
Public company costs
214,376
281,457
Foreign Value Added Tax and Withholding Tax
-
442,250
Overheads
352,021
632,604
Travel costs
116,123
194,119
1,323,241
2,762,635
Cash preservation remains a strategic priority for the Company as it navigates current market conditions. In
response, a broad suite of cost reduction and restructuring initiatives were implemented at the beginning of
September 2025 quarter. These include the full deferral of fixed remuneration by non-executive directors and a
50% deferral by the Managing Director. Senior executives and staff have also agreed to meaningful salary
reductions. Corporate overheads have been systematically reviewed and scaled back wherever feasible.
Furthermore, all project-specific roles were concluded as of 30 June 2025, pending clarity on future project
timelines. As part of these prudent measures, the Company has not retained any field personnel in Guinea other
than security at the Kérouané compound.
6.
EARNINGS PER SHARE
The following data reflects the income and share numbers used in calculation of the basic and diluted loss per
share:
1 There were 318,027,358 Options outstanding at 31 December 2025 (2024: 193,313,182) which were excluded
from the diluted weighted-average number of ordinary shares calculation because their effect would have been
anti-dilutive.
There were 22,150,000 Performance Rights outstanding at 31 December 2025 (2024: 1,050,000) which were
excluded from the diluted weighted-average number of ordinary shares calculation because their effect would
have been anti-dilutive.
Unit
31 Dec 2025
31 Dec 2024
Weighted average number of shares1
No.
840,828,762
497,437,890
(Loss) used in calculation of basic and diluted loss per
share
$
(11,805,424)
(23,756,930)
Basic and diluted (loss) per share:
cents
(1.400)
(4.776)
Annual Report for the year ended 31 December 2025
36
7.
CASH AND CASH EQUIVALENTS
31 Dec 2025
$
31 Dec 2024
$
Cash at bank and on hand
2,589,918
2,207,307
31 Dec 2025
$
31 Dec 2024
$
Reconciliation of loss for the year to operating cash flows
Loss for the period
(11,805,424)
(23,756,930)
Adjustments for non-cash items:
Share-based payments expense
565,821
9,467,241
Depreciation expense
33,335
30,124
Amortisation expense
42,274
30,834
Revaluation of financial assets
-
(6,988)
FX revaluation
141,088
(883,927)
Impairment of acquired exploration expenditure
5,376,737
-
Non-cash interest income booked on loan
-
14,808
Non-cash acquisition of exploration data
-
50,998
Movement in working capital items:
(Increase) / decrease in trade and other receivables
133,123
(1,353,923)
(Increase) / decrease in prepayments
46,863
(66,193)
Increase / (decrease) in trade and other payables
(803,243)
2,205,124
Increase / (decrease) in payroll liabilities
(27,207)
234,919
Net cash used in operating activities
(6,296,633) (14,033,913)
Changes in liabilities arising from financing activities
Convertible
notes
$
Right of Use
Lease
$
Total
$
Net cash from/(used in) financing activities
Opening balance
-
60,253
60,253
Acquisition and repayment of leases
-
(42,343)
(42,343)
Other changes
-
-
-
Balance at 31 December 2025
-
17,910
17,910
Net cash from/(used in) financing activities
-
-
-
Opening balance
992,180
6,693
998,873
Acquisition and repayment of leases
-
53,560
53,560
Other changes
(992,180)
-
(992,180)
Balance at 31 December 2024
-
60,253
60,253
Non-cash investing activities
No non-cash investing activities occurred in the year ended 31 December 2025.
Annual Report for the year ended 31 December 2025
37
8.
ACQUIRED EXPLORATION AND EVALUATION ASSETS
31 Dec 2025
$
31 Dec 2024
$
Acquired exploration and evaluation
-
5,376,737
Impairment of Acquired Exploration and Evaluation
During the year ended 31 December 2025, the Company became aware of media announcements by Guinean
government spokespersons regarding the cancellation of numerous exploration permits. The permits relating to
the Niagara Bauxite and Simandou North Iron (Simandou North) Projects were included in two separate media
announcements as pending cancellation or withdrawal. The Company continues to investigate these reports
and is actively seeking formal clarification from the relevant authorities.
As a result of the uncertainty over tenure, the Company has made the decision to scale down all exploration
activities in Guinea. This includes a substantial reduction in associated exploration overheads. Consequently,
no substantive expenditure on further exploration for mineral resources is neither budgeted nor planned.
The acquired exploration and evaluation asset relates to the Simandou North project. Due to the uncertainty
over tenure and the absence of planned substantive exploration activities, the carrying value has been assess
for impairment. As a result, a full impairment has been recognised, reducing the carrying value of the asset to
$nil.
Acquisition of Amalgamated Minerals
On 26 March 2024, the Group acquired the remaining 66.7% of the shares and voting rights in Amalgamated
Minerals Pte Ltd, taking its interest to 100%. The consideration for this acquisition was $2,500,000, of which
$2,000,000 was paid in cash, and $500,000 paid in shares.
These financial statements include the results of Amalgamated Minerals Pte Ltd for the period from the date of
acquisition of control (26 March 2024).
The following table summarises the recognised amounts of assets and liabilities assumed at the date of
acquisition:
26 Mar 2024
$
Cash
206,942
Prepayments
45,243
Property, plant and equipment
89,722
Trade and other payables
(675,924)
Loan with Arrow Minerals1
(184,684)
Total net liabilities
(518,701)
Fair value of pre-acquisition investment in Amalgamated (refer note 11)
2,358,036
Cash purchase consideration for additional investment
2,000,000
Cash or equity consideration (at the Company’s election) recognised as a liability at 31
December 2024
500,000
Acquired exploration and evaluation (excess of consideration over identified net
liabilities)
5,376,737
1 Funds provided to Amalgamated Minerals Pte. Ltd were advanced via loan funding and expensed to the
Statement of Comprehensive Income via exploration expenditure as per the Group’s exploration accounting
policy.
Annual Report for the year ended 31 December 2025
38
9.
RIGHT OF USE ASSETS
31 Dec 2025
$
31 Dec 2024
$
Cost
128,881
128,881
Accumulated amortisation
(111,391)
(69,117)
17,490
59,764
Movements:
Balance at beginning of period
59,764
6,165
Additions
-
84,432
Amortisation for the period
(42,274)
(30,833)
Balance at end of period
17,490
59,764
10.
PLANT AND EQUIPMENT
Motor Vehicle
$
Office Equipment
$
Total
$
Balance at 1 January 2025
10,499
240,609
251,108
Additions
Depreciation expense
(10,341
(22,994)
(33,335)
Depreciation transferred to Exploration
expenditure
-
(53,331)
(53,331)
FX revaluation
(158)
(4,168)
(4,326)
Balance at 31 December 2025
-
160,116
160,116
At cost
2,909
318,522
321,431
Accumulated depreciation
(2,909)
(158,406)
(161,315)
Total
-
160,116
160,116
Balance at 1 January 2024
22,683
4,512
27,195
Additions
-
178,802
178,802
Acquisition of Amalgamated Minerals Pte Ltd
-
89,722
89,722
Disposals
-
-
-
Depreciation expense
(12,673)
(71,485)
(84,158)
Depreciation
transferred
to
Exploration
expenditure
-
38,758
38,758
FX revaluation
489
300
789
Balance at 31 December 2024
10,499
240,609
251,108
At cost
174,658
478,907
653,565
Accumulated depreciation
(164,159)
(238,298)
(402,457)
Total
10,499
240,609
251,108
11.
TRADE AND OTHER PAYABLES
31 Dec 2025
$
31 Dec 2024
$
Trade and other payables
1,105,046
1,935,473
Deferred consideration
-
500,000
1,105,046
2,435,473
12.
LEASE LIABILITIES
31 Dec 2025
$
31 Dec 2024
$
Current
Lease liability
17,910
42,343
Non-Current
Lease liability
-
17,910
Total Current and Non-Current
17,910
60,253
Annual Report for the year ended 31 December 2025
39
13.
FINANCIAL RISK MANAGEMENT
Overview
The Group has exposure to the following risks from their use of financial instruments:
credit risk
liquidity risk
market risk
This note presents information about the Group’s exposure to each of the above risks, its objectives, policies
and processes for measuring and managing risk, and the management of capital. The Board has overall
responsibility for the establishment and oversight of the risk management framework. Management monitors
and manages the financial risks relating to the operations of the Group through regular reviews of the risks.
(a)
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations and arises principally from receivables from customers and cash and cash
equivalents.
Substantial cash balances are held with recognised institutions with credit rating A-3 or above as a way of limiting
the exposure to credit risk. There are no formal credit approval processes in place, however the Company deals
only with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults.
Exposure to credit risk
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s
maximum exposure to credit risk at the reporting date was:
31 Dec 2025
$
31 Dec 2024
$
Cash and cash equivalents
2,589,918
2,207,307
Trade and other receivables
28,064
161,186
2,617,982
2,368,493
Financial assets are neither past due nor impaired.
(b)
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses
or risking damage to the Group’s reputation.
The Group manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast
and actual cash flows.
Typically, the Group ensures that it has sufficient cash on demand to meet expected operational expenses for
a period of 60 days, including the servicing of financial obligations.
The Group has no access to credit standby facilities or arrangements for further funding or borrowings in place.
The maturity profiles of the Group’s financial assets and liabilities are:
Carrying
Amount
Up to 6
months
6-12 months
1-2 years
2+ years
31 Dec 2025
$
$
$
$
$
Cash and cash equivalents
2,589,918
2,589,918
-
-
-
Trade and other receivables
28,064
28,064
-
-
-
Lease liabilities
(17,910)
(17,910)
-
-
-
Trade and other payables
(1,105,046)
(1,105,046)
-
-
-
Net cash outflow
1,495,026
1,495,026
-
-
-
Annual Report for the year ended 31 December 2025
40
Carrying
Amount
Up to 6
months
6-12 months
1-2 years
2+ years
31 Dec 2024
$
$
$
$
$
Cash and cash equivalents
2,207,307
2,207,307
-
-
-
Trade and other receivables
161,186
161,186
-
-
-
Lease liabilities
(60,253)
(20,188)
(22,155)
(17,910)
-
Trade and other payables 1
(2,435,473)
(2,435,473)
-
-
-
Net cash inflow 2
(127,233)
(87,168)
(22,155)
(17,910)
-
1 Included in this amount is the deferred consideration of $500,000 payable for the acquisition of Amalgamated
Minerals Pte. Ltd. This was settled by the issue of 23,809,524 fully paid ordinary shares on 30 June 2025.
2 Subsequent to year end, the Company raised approximately $7.0 million via a placement in early January
2025.
The maturity profile disclosed are the contractual undiscounted cashflows.
(c)
Market risk
Market risk is the risk that changes in market prices will affect the Group’s income or the value of its holdings of
financial instruments.
Foreign currency risk:
The Group is exposed to foreign exchange risk through funding of exploration activities in West Africa in Guinea
Francs (GNF), Central African Francs (XOF) (pegged to the EUR), and USD denominated payments. The
exposure is not considered material.
Interest rate risk:
The Group’s maximum exposure to interest rates at the reporting date was:
Range of
effective
interest
rate
Carrying
amount
Variable
interest
rate
Fixed
interest
rate
Total
%
$
$
$
$
31 December 2025
Cash and cash equivalents
2.35
2,589,918
-
2,589,918
2,589,918
Lease liabilities (current)
1.55
17,910
-
17,910
17,910
Lease liabilities (non-current)
1.55
-
-
-
31 December 2024
Cash and cash equivalents
3.00
2,207,307
-
2,207,307
2,207,307
Lease liabilities (current)
1.55
42,343
-
42,343
42,343
Lease liabilities (non-current)
1.55
17,910
-
17,910
17,910
The Group holds the majority of its cash and cash equivalents within a current account attracting a weighted
interest rate of 2.35% pa (2024: 3.00% pa).
Movement of 100 basis points on interest rate (considered a reasonably possible change) would not have a
material impact on the Group’s loss or equity.
(d)
Capital management policy
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business.
There were no changes in the Group’s approach to capital management during the period. Neither the Company
nor any of its subsidiaries are subject to externally imposed capital requirements. The Group defines capital as
cash and cash equivalents plus equity. The Board monitors its capital base continually. No formal targets are
in place for return on capital or gearing ratios as the Group has not derived any income from their mineral
exploration.
Annual Report for the year ended 31 December 2025
41
14.
ISSUED CAPITAL
31 Dec 2025
$
31 Dec 2024
$
Ordinary shares issued and fully paid
77,321,923
70,098,563
Notes
No. Shares
$
Movement in ordinary shares on issue:
At 1 January 2024 1
173,687,614
51,606,728
Placement B – Tranche 2
(i)
152,500,000
3,050,000
Shares Issue
(ii)
8,000,000
160,000
Share Purchase Plan
(iii)
25,000,000
500,000
Convertible Note
(iv)
20,000,000
500,000
Placement C – Tranche 1
(v)
94,797,064
9,479,706
Placement C – Tranche 2
(vi)
5,202,936
520,294
Conversion of Options
(vii)
27,780,000
-
Convertible Note
(viii)
20,000,000
500,000
Placement D – Tranche 1
(ix)
107,500,000
4,730,000
Shares Issue
(x)
1,274,953
50,998
Placement D – Tranche 2
(xi)
6,818,182
300,000
Conversion of Options
(xii)
8,620,000
-
Conversion of Options
(xiii)
10,000,000
-
Share transaction costs
n/a
(1,299,163)
At 31 December 2024
661,180,749
70,098,563
Placement Tranche 1
(xiv)
157,078,840
5,968,996
Placement Tranche 2
(xiv)
33,197,478
1,261,504
Exercise of Options
(xv)
2,500,000
-
Deferred Consideration
(xvi)
23,809,524
500,000
Share transaction costs
n/a
(507,140)
At 31 December 2025
877,766,591
77,321,923
1 On 2 January 2025, a consolidation of capital was completed on a 20 to 1 basis. Comparatives have been
restated for this purpose.
(i)
On 23 February 2024, the Company completed a placement to raise $3,050,000 via the issue of
152,500,000 shares in the Company at an issue price of $0.02 per share (being Tranche 2 of Placement
B). Tranche 1 of the Placement B was completed in December 2023.
(ii) On 23 February 2024, 8,000,000 shares were issued to its corporate advisors at an issue price of $0.02
per share for services provided.
(iii) On 1 March 2024, the Company issued 25,000,000 shares in the Company pursuant to the Company’s
share purchase plan raising $500,000.
(iv) On 5 March 2024, the Company issued 20,000,000 shares in the Company upon conversion of 500,000
$1.00 convertible notes at an issue price of $0.025 per share.
(v) On 21 March 2024, the Company completed a placement to raise $9,479,706 via the issue of 94,797,064
shares in the Company at an issue price of $0.10 per share (being Tranche 1 of Placement C).
(vi) On 1 May 2024, the Company completed a placement to raise $520,294 via the issue of 5,202,936 shares
in the Company at an issue price of $0.10 per share (being Tranche 2 of Placement C).
(vii) On 1 May 2024, the Company issued 27,780,000 shares upon the conversion of zero exercise price
options, expiring 5 March 2027.
(viii) On 11 June 2024, the Company issued 20,000,000 shares upon conversion of 500,000 $1.00 convertible
notes at an issue price of $0.025 per share.
(ix) On 30 August 2024, the Company completed a placement to raise $4,730,000 via the issue of 107,500,000
shares in the Company at an issue price of $0.044 per share (being Tranche 1 of Placement D)
Annual Report for the year ended 31 December 2025
42
(x) On 4 October 2024, the Company issued 1,274,953 shares at an issue price $0.04 as consideration for the
acquisition of exploration data.
(xi) On 10 October 2024, the Company completed a placement to raise $300,000 via the issue of 6,818,182
shares in the Company at an issue price of $0.044 per share (being Tranche 2 of Placement D).
(xii) On 14 October 2024, the Company issued 8,620,000 shares upon the conversion of zero exercise price
options, expiring 5 March 2027.
(xiii) On 30 October 2024, the Company issued 10,000,000 shares upon the conversion of zero exercise price
options, expiring 15 February 2027.
(xiv) On 29 January 2025, the Company announced a two-tranche placement to raise $7,230,500 via the issue
of 190,276,318 fully paid ordinary shares at an issue price of $0.038.
(xv) On 7 February 2025, 2,500,000 zero priced options were exercised.
(xvi) Under the Amalgamated Minerals Pty Ltd acquisition agreement, the Company settled the $500,000
deferred consideration by the issue of 23,809,524 fully paid ordinary shares to the vendors of the Simandou
North project.
Terms and conditions of ordinary shares
Ordinary shares have the right to receive dividends as declared, and in the event of winding up the Company,
to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid
upon shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of
the Company.
15.
RESERVES
(a)
The share-based payments reserve (options and performance rights) relates to options and performance
rights granted by the Company to its employees and Directors. The movement relates to the share-based
payments expense recognised during the period in respect of the ESIP options, Director options, and
performance rights.
(b)
Exchange differences relating to the translation of the results and net assets of the Group’s foreign
operations from their functional currencies to the Group’s presentation currency (i.e. Australian dollars)
are recognised directly in other comprehensive income and accumulated in the foreign currency
translation reserve. Exchange differences previously accumulated in the foreign currency translation
reserve (in respect of translating the net assets of foreign operations) are reclassified to profit or loss on
the disposal of the foreign operation.
Annual Report for the year ended 31 December 2025
43
16.
INCOME TAX EXPENSE
31 Dec 2025
$
31 Dec 2024
$
The components of tax expense / (benefit) comprise:
Current tax benefit / (expense)
-
-
Deferred tax benefit / (expense)
-
-
Offset against DTA not recognised
-
-
Under / (over) provision in prior years
-
-
-
-
Reconciliation of prima facie tax on continuing operations to income
tax benefit:
Loss before tax for the period
(11,805,424)
(23,756,930)
Australian tax benefit @ 30% (31 December 2024: 30%)
(2,964,679)
(4,060,216)
Burkina Faso income tax benefit at 27.5% (31 December 2024: 27.5%)
(66,649)
(86,777)
Guinea income tax benefit at 30% (31 December 2024: 30%)
(533,355)
(3,008,759)
Singapore income tax benefit
(38)
-
Adjustments for:
Non-assessable income
-
17,707
Other non-deductible expenses
1,365,540
1,120,422
Share-based payments
169,742
2,840,172
Unrecognised DTA on tax losses
2,029,439
3,177,451
Income tax expense / (benefit) attributable to profit/(loss)
-
-
Components of deferred tax assets
31 Dec 2025
$
31 Dec 2024
$
Deferred tax assets
Tax losses
15,355,321
18,447,596
Provisions & accruals
73,530
104,096
Plant and equipment under lease
139
147
Capital & borrowing costs
389,341
449,112
Offset against deferred tax liability / not recognised
(15,818,331)
(19,000,951)
-
-
Deferred tax liabilities
Investments
-
(35,912)
Prepayments
(29,134)
-
Exploration expenditure
(9,189)
(9,189)
Deferred tax assets not recognised
38,323
45,101
Net deferred tax assets / (liability)
-
-
Deferred tax assets / liabilities not brought to account
Temporary differences
424,686
508,254
Operating tax losses
15,355,321
18,447,596
15,780,007
18,955,850
The tax benefits of the above deferred tax assets will only be obtained if:
the Group derives future assessable income of a nature and of an amount sufficient to enable the benefits
to be utilised;
the Group continues to comply with the conditions for deductibility imposed by law; and
no changes in income tax legislation adversely affect the Group in utilising the benefits.
Annual Report for the year ended 31 December 2025
44
Deferred income tax (revenue)/expense included in Income Tax
expense comprises:
31 Dec 2025
$
31 Dec 2024
$
(Increase) / decrease in deferred tax assets
(549,065)
(3,550,244)
Increase / (decrease) in deferred tax liabilities
(1,632,494)
45,965
Over provision in prior period
(1,729)
(9,909)
Deferred tax assets not recognised
2,183,289
3,514,188
-
-
Deferred income tax related to items charged or credited directly to
equity
Decrease / (increase) in deferred tax assets
152,142
389,749
Deferred tax assets not recognised
(152,142)
(389,749)
-
-
17.
RELATED PARTY TRANSACTIONS
Parent and subsidiaries
The parent entity and the ultimate parent entity of the Group is Arrow Minerals Limited, a company listed on the
Australian Securities Exchange. The components of the Group are:
Extent of control
Controlled entities
Incorporated
31 Dec 2025
31 Dec 2024
Boromo Gold Pty Ltd
Australia
100%
100%
Gengold Resources Burkina
Cayman Islands
100%
100%
Gold Square Resources SASU1
Burkina Faso
-
100%
Farafina Resources SASU2
Burkina Faso
-
100%
Fofora Resources SASU3
Burkina Faso
-
100%
Mineralfields Guinea SARLU
Guinea
100%
100%
Amalgamated Minerals Pte. Ltd
Singapore
100%
100%
Mineralfields (Bauxite Holdings) Pty Ltd
Australia
100%
100%
Arrow (Strickland) Pty Ltd
Australia
100%
100%
Arrow (Leasing) Pty Ltd
Australia
100%
100%
Arrow (Deralinya) Pty Ltd
Australia
100%
100%
Arrow (Plumridge) Pty Ltd
Australia
100%
100%
Arrow (Pardoo) Limited
Australia
100%
100%
1 Deregistered on 22 December 2025
2 Deregistered on 24 September 2025
3 Deregistered on 1 October 2025
Key management personnel disclosures
The key management personnel compensation includes employee benefits and director compensation expenses
as follows:
31 Dec 2025
31 Dec 2024
$
$
Short-term employee benefits
1,638,489
1,467,820
Post-employment benefits
107,084
97,679
Equity compensation benefits
361,214
5,191,185
2,106,787
6,756,684
Further information regarding key management personnel has been provided in the Remuneration Report.
Annual Report for the year ended 31 December 2025
45
Transactions with key management personnel
GenGold Resources Capital Pty Ltd (GenGold) has, via arrangement, contracted the services of its geological
team to Arrow during the year. Mr McKeith is a related party of GenGold. During the year, an amount of $nil (31
December 2024: $9,149) was paid or payable in relation to services. An amount of $nil (31 December 2024: $nil)
was payable at the end of the year.
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties.
18.
SHARE-BASED PAYMENTS
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period were as follows:
31 Dec 2025
31 Dec 2024
$
$
Directors and KMP
361,214
5,191,185
Employees and consultants
57,966
74,056
Corporate Advisors
146,641
4,202,000
565,821
9,467,241
Share-based payments are provided to Directors, employees, consultants and other advisors.
The issue to each individual Director, employee, consultant or advisor is controlled by the Board and the ASX
Listing Rules. Terms and conditions of the payments, including the grant date, vesting date, exercise price and
expiry date are determined by the Board, subject to shareholder approval where required.
Director Options
On 30 May 2025, the Company issued the following Director options:
20,000,000 unlisted options with an exercise price of $0.033 expiring 31 December 2028. These options
have a vesting condition of remaining employed/engaged through to 30 May 2026 (Director E Options).
The options were valued by applying a Black-Scholes option pricing model taking into account the terms and
conditions upon which the options were granted. The following table details the inputs to the valuation.
Director E
Options
Dividend yield (%)
Nil
Expected volatility (%)
100%
Risk free interest rate (%)
3.270%
Exercise price ($)
$0.033
Marketability discount (%)
Nil
Expected life of options (years)
3.5
Share price at grant date ($)
$0.02
Expiry date
31 Dec 2028
Value per option ($)
$0.0117
Number issued
20,000,000
Advisor Options
On 8 April 2025, the Company issued the following options to its Advisor:
8,000,000 unlisted options with an exercise price of $0.055 expiring 8 April 2028 were issued to
Advisors (Advisor Options).
These options vested immediately and were valued by applying a Black-Scholes option pricing model taking into
account the terms and conditions upon which the options were granted. The following table details the inputs to
the valuations for each option class:
Annual Report for the year ended 31 December 2025
46
Advisor
Options
Dividend yield (%)
Nil
Expected volatility (%)
100%
Risk free interest rate (%)
3.684%
Exercise price ($)
$0.055
Marketability discount (%)
Nil
Expected life of options (years)
3
Share price at grant date ($)
$0.0335
Expiry date
9 Apr 2028
Value per option ($)
$0.0183
Number issued
8,000,000
Employee Securities Incentive Scheme
The Company provides benefits to employees (including directors) in the form of share-based payment
transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-settled
transactions’).
The Company currently provides benefits under an Employee Securities Incentive Scheme (Scheme). This
Scheme was approved by shareholders on 23 April 2024.
Under the terms of the Scheme, the Board may offer equity securities (i.e., options, performance or service rights)
at no consideration to full-time or part-time employees (including persons engaged under a consultancy
agreement) and executive and non-executive directors.
Options Issued under the Employee Securities Incentive Scheme
On 31 March 2025, the Company issued the following Employee options:
8,050,000 unlisted options with an exercise price of $0.053 expiring 31 December 2028 were issued
to Employees and Consultants (or their nominee) (Employee Options). These options have a vesting
condition of remaining employed/engaged until 31 March 2026.
These options were valued by applying a Black-Scholes option pricing model taking into account the terms and
conditions upon which the options were granted. The following table details the inputs to the valuations for each
option class:
Employee
Options
Dividend yield (%)
Nil
Expected volatility (%)
100%
Risk free interest rate (%)
3.689%
Exercise price ($)
$0.053
Marketability discount (%)
Nil
Expected life of options (years)
3.75
Share price at grant date ($)
$0.034
Expiry date
31 Dec 2028
Value per option ($)
$0.0209
Number issued
8,050,000
Options Issued as part of Equity Raisings
On 8 April 2025, the Company issued 94,809,212 unlisted options at an exercise price of $0.055 with an expiry
date of 8 October 2026, pursuant to the two-tranche placement announced on 29 January 2025. These options
vest immediately and have a nil fair value at grant date.
No share-based payment expenditure was recognised as the options were classified as free attaching securities
to the two-tranche placement.
Annual Report for the year ended 31 December 2025
47
Options on Issue
Grant Date
Number under
Option
Exercise Price
Expiry Date
Future Vesting
Date
05 Apr 2023
2,000,000
$0.14
31 Dec 2026
Vested
15 Feb 2024
38,750,000
$0.00
15 Feb 2027
Vested
15 Feb 2024
3,000,000
$0.00
15 Feb 2028
Not vested
15 Feb 2024
1,500,000
$0.00
15 Feb 2028
Vested
23 Apr 2024
6,000,000
$0.18
01 May 2027
Vested
1 May 2024
21,750,000
$0.00
23 Apr 2028
Not vested
14 Oct 2024
114,318,146
$0.064
28 Feb 2027
Vested
08 Apr 2025
94,809,212
$0.055
08 Oct 2026
Vested
08 Apr 2025
8,050,000
$0.055
09 Apr 2028
Vested
28 Mar 2025
7,900,000
$0.053
31 Dec 2028
Not vested
30 May 2025
20,000,000
$0.033
31 Dec 2028
Not vested
The number and weighted average exercise prices of share options outstanding at 31 December 2025 is as
follows:
31 Dec 2025
No. Options
31 Dec 2025
WAEP $
31 Dec 2024
No. Options 1
31 Dec 2024
WAEP $
Outstanding at the beginning of the
period
193,313,182
0.04
18,579,697
0.16
Granted
130,859,176
0.05
236,718,182
0.04
Exercised
2,500,000
0.00
(46,400,000)
0.00
Lapsed / expired
(3,645,000)
0.06
(16,834,697)
0.16
Outstanding at end of the period
318,027,358
0.04
193,313,182
0.04
Exercisable at end of the period
265,377,358
0.05
166,563,182
0.06
1 Adjusted for the 20 to 1 share consolidation as approved by shareholders on 2 January 2025.
The weighted average share price at the date of exercise for share options exercised during the year was $0.036
(2024: $0.08).
The weighted average contractual life remaining as at 31 December 2025 is 1.32 years (2024: 2.81 years).
Non-market performance conditions are not considered in the grant date fair value measurement of the services
received. The fair value of the options is estimated at the grant date using a Black Scholes option-pricing model.
Performance Rights Issued under the Employee Securities Incentive Scheme
The number of performance rights on issue is as follows:
31 Dec 2025
Number of Rights
31 Dec 2024
Number of Rights 1
As at 1 January
1,050,000
2,550,000
Granted during the period
22,525,000
-
Forfeited/lapsed during the period
(1,425,000)
(1,500,000)
Vested/exercised during the period
-
-
Cash settled during the period
-
-
As at 31 December
22,150,000
1,050,000
1 Adjusted for the 20 to 1 share consolidation as approved by shareholders on 2 January 2025.
There is nil expenditure in the statement of comprehensive income for the year ended 31 December 2025 (31
December 2024: nil).
Each performance right represents a right to be issued an ordinary share at a future point in time, subject to the
satisfaction of any vesting conditions. Unless determined otherwise by the Board, performance rights are subject
to lapsing if the conditions are not met by the relevant measurement date or expiry date (if no other measurement
date is specified) or if employment is terminated.
Annual Report for the year ended 31 December 2025
48
No exercise price is payable and eligibility to receive performance rights is at the Board’s discretion. The
performance rights cannot be transferred and are not quoted on the Australian Securities Exchange. There are
no voting rights attached to performance rights.
The performance rights on issue are subject to the following vesting conditions:
Performance
Rights
No.
Expiry Date
Performance
Milestone
Deadline
Performance Milestone
Employee
Performance
Rights Tranche 1
8,900,000
31 December
2028
31 December
2027
Financial Investment Decision on a Company
Project by 31 December 2027
Employee
Performance
Rights Tranche 2
13,250,000
31 December
2028
31 December
2027
First Commercial Sale of an Arrow Product by
31 December 2027
The following table details the inputs to the valuations for each performance right:
Performance
Rights Tranche 1
Performance
Rights Tranche 2
Dividend yield (%)
Nil
Nil
Expected volatility (%)
100%
100%
Risk free interest rate (%)
3.689%
3.270%
Exercise price ($)
$0.00
$0.00
Marketability discount (%)
Nil
Nil
Expected life of performance
rights (years)
3.75
3.60
Share price at grant date ($)
$0.034
$0.20
Expiry date
31 Dec 2028
31 Dec 2028
Value per option ($)
$0.034
$0.020
Number issued
8,900,000
13,250,000
19.
REMUNERATION OF AUDITORS
31 Dec 2025
$
31 Dec 2024
$
Auditor’s remuneration - for audit or review of financial report
HLB Mann Judd
74,588
81,987
74,588
81,987
Auditor’s remuneration - for other services
HLB Mann Judd
-
-
-
-
20.
PARENT ENTITY INFORMATION
Financial Position
31 Dec 2025
31 Dec 2024
$
$
ASSETS
Current assets
2,677,846
2,245,400
Non-current assets
93,829
5,597,946
TOTAL ASSETS
2,771,675
7,846,346
LIABILITIES
Current liabilities
1,121,064
1,867,498
Non-current liabilities
-
35,343
TOTAL LIABILITIES
1,121,064
1,902,841
NET ASSETS
1,650,611
5,940,505
Annual Report for the year ended 31 December 2025
49
EQUITY
Issued capital
77,321,925
70,098,565
Reserves
13,270,035
12,704,228
Accumulated losses
(88,941,349)
(76,862,288)
TOTAL EQUITY
1,650,611
5,940,505
Statement of Comprehensive Income
31 Dec 2025
31 Dec 2024
$
$
(Loss) for the period
(12,142,061)
(26,562,234)
Other comprehensive income
-
-
Total comprehensive (loss)
(12,142,061)
(26,562,234)
Commitments
There are no parent entity commitments.
Contingent Assets / Liabilities
Refer to Note 21.
21.
CONTINGENT ASSETS AND LIABILITIES
Contingent Assets
The Group retains a 1% Net Smelter Royalty in lithium, tantalum and caesium minerals on Exploration Licence
E47/3476.
Contingent Liabilities
Simandou North Iron Project
On 26 March 2024, the Company completed the acquisition of the remaining 66.7% interest in Amalgamated (held
beneficially), with the vendors retaining a US$1/t royalty on tonnes mined and sold from its subsidiary’s tenement.
Niagara Bauxite Project
On 1 August 2024, the Company announced it had entered into a Share Purchase Option Agreement, whereby
the Vendor granted a 12-month option to acquire the Niagara Bauxite Project.
The initial option fee consisted of $200,000 in cash and 3,333,333 fully paid ordinary shares. This initial option
fee is payable to the Vendor following the renewal of the Mining Permit associated with this project, for at least 2
years. The 12-month option period commences upon payment of the Option fee.
Within the 12-month option period, the Company may elect to exercise the option to purchase the outstanding
share capital from the Vendor by completing the following:
1.
Payment of $2,000,000 in cash, which the Company can elect to settled partially or fully in shares, with the
issue of 33,333,333 fully paid ordinary shares, at an issue price of $0.060 per share. Any shares issued will
require shareholder approval and contain voluntary escrow arrangements.
2.
The grant of a 1% gross sales royalty on bauxite produced from the permit area.
Further, the Company has agreed to pay the Vendor up to $4,000,000 in two equal payments upon the satisfaction
of the following:
1.
$2,000,000 in cash payable upon the Company announcing a JORC Mineral Resource estimate of at least
150Mt of bauxite at an average grade of at least 42% AI2O3 from the project (Milestone 1); and
2.
$2,000,000 in cash payable upon the Company announcing a JORC Mineral Resource estimate of at least
300Mt of bauxite at an average grade of at least 42% AI2O3 from the project (Milestone 2).
On 25 March 2025, the Company declared a JORC Mineral Resource estimate exceeding the threshold specified
in Milestone 1, thereby triggering the associated payment obligation. However, on 21 July 2025, the Company
entered into an agreement with the vendor under which the payment becomes due only upon renewal of the
relevant permit. As at the date of this report, the status of the tenure remains uncertain.
The Group had no other contingent assets or liabilities at reporting date.
Annual Report for the year ended 31 December 2025
50
22.
COMMITMENTS
Given the uncertain status of the Group’s exploration permits, the Group has no exploration and evaluation
commitments to disclose.
23.
NEW STANDARDS AND INTERPRETATIONS
The Group has adopted all the new, revised or amending Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board (‘AASB’) that are relevant to its operations and effective for an accounting
period that begins on or after 1 January 2026.
Set out below are the new and revised Standards and amendments thereof effective for future years that are
relevant for the Group.
Pronouncement
Impact
Presentation and
Disclosure in Financial
Statements (AASB 118)
Effective 1 January 2027
AASB 118 replaces AASB 11 and introduces new categories and subtotals in the
statement of profit or loss. It also requires disclosure of management defined
performance measures and includes new requirements for the location,
aggregation and disaggregation of financial information.
The application of this standard is not expected to have a material
impact on the Group’s consolidated financial statements.
AASB 2024-2
Amendments to the
Classification and
Measurement of Financial
Instruments
Effective 1 January 2026
This amending standard amends AASB 9 Financial Instruments and AASB 7
Financial Instruments: Disclosures to clarify how the contractual cash flows from
financial assets should be assessed when determining their classification. The
amendment also clarifies the derecognition requirements of financial liabilities that
are settled through electronic payment systems.
The application of this standard is not expected to have a material impact on the
Group’s consolidated financial statements.
AASB 2024-3
Amendments to
Australian Accounting
Standards – Annual
Impairments Volume 11
Effective 1 January 2026
The annual improvements process deals with non-urgent, but necessary,
clarifications and amendments to accounting standards.
The application of this standard is not expected to have a material impact on the
Group’s consolidated financial statements.
AASB 2025-2
Amendments to
Australian Accounting
Standards – Classification
and Measurement of
Financial Instruments:
Tier 2 Disclosures
Effective 1 January 2026
This amending standard requires a Tier 2 entity to disclose information about
financial instruments with contingent features that do not relate directly to basic
lending risk and costs so that financial statement users can better understand the
effect of contractual terms that could change the amount of contractual cash flows.
The application of this standard is not expected to have a material impact on the
Group’s consolidated financial statements.
Subsidiaries without
Public Accountability:
Disclosures (AASB 119)
Effective 1 January 2027
AASB 119 allows eligible entities to elect to apply reduced disclosure
requirements while still applying the recognition, measurement and presentation
requirements in other AASB accounting standards.
The application of this standard is not expected to have a material impact on the
Group’s consolidated financial statements.
24.
SUBSEQUENT EVENTS
Subsequent to year end, in February 2026, the Directors resolved to settle the after-tax portion of their deferred
remuneration in shares (refer to Remuneration Report for further details), with the actual number of shares to be
issued based on the after‑tax amount (subject to shareholder approval). The number of shares to be issued will
be determined based on an issue price relative to market once trading of the Company’s shares resumes.
No other matters or circumstances have occurred subsequent to balance date that have or may significantly affect
the operations or state of affairs of the Group in subsequent financial years.
Annual Report for the year ended 31 December 2025
51
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
Arrow Minerals Limited (the ‘head entity’) and its wholly owned Australian subsidiaries have formed an income
tax consolidated group under the tax consolidation regime.
Key Assumptions and Judgements: Determination of Tax Residency
Section 295(3A) Corporations Act requires that the tax residency of each entity, which is included in the
Consolidated Entity Disclosure (CEDS) be disclosed. In the context of an entity which was an Australian resident,
‘Australian resident’ has the meaning provided in the Income Tax Assessment Act 1997 (Cth). The determination
of tax residency involves judgement as the termination of tax residency is highly fact dependent and there are
currently several different interpretations that could be adopted, and which could give rise to a different conclusion
on residency.
In determining tax residency, the Group has applied the following interpretations:
Australian tax residency
The Group has applied current legislation and judicial precedent, including having regard to the Commissioner of
Taxation’s public guidance in Tax Ruling TR2018/5.
Foreign tax residency
The Group has applied current legislation and where available judicial precedent in the determination of foreign
tax residency. Where necessary, the Group has used tax advisers with affiliated offices in foreign jurisdictions to
assist in its determination of tax residency to ensure applicable foreign tax legislation has been complied with.
Controlled entities
Type of Entity
Country of
Incorporation
Australia Resident
or Foreign Resident
for Tax Purposes
Foreign Tax
Jurisdiction of
Foreign Resident
Arrow Minerals Limited
Body Corporate
Australia
Australia
n/a
Boromo Gold Pty Ltd
Body Corporate
Australia
Australia
n/a
Gengold Resources Burkina
Body Corporate
Cayman Islands
Cayman Islands
Cayman Islands
MineralFields Guinea SARLU
Body Corporate
Guinea
Guinea
Guinea
Amalgamated Minerals Pte. Ltd
Body Corporate
Singapore
Australia
n/a
Mineralfields (Bauxite Holdings)
Pty Ltd2
Body Corporate
Australia
Australia
n/a
Arrow (Strickland) Pty Ltd
Body Corporate
Australia
Australia
n/a
Arrow (Leasing) Pty Ltd
Body Corporate
Australia
Australia
n/a
Arrow (Deralinya) Pty Ltd
Body Corporate
Australia
Australia
n/a
Arrow (Plumridge) Pty Ltd
Body Corporate
Australia
Australia
n/a
Arrow (Pardoo) Limited
Body Corporate
Australia
Australia
n/a
Annual Report for the year ended 31 December 2025
52
DIRECTORS’ DECLARATION
In accordance with a resolution of the Board of Directors, I state that:
In the opinion of the Directors:
1.
the Consolidated Financial Statements and notes and Remuneration Report are in accordance with the
Corporations Act 2001, including:
a)
complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirement, and
b)
giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2025
and of its performance for the year ended on that date,
2.
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable,
3.
the financial statements and notes thereto are in accordance with the International Financial Reporting
Standards issued by the International Accounting Standards Board, and
4.
the attached Consolidated Entity Disclosure Statement is true and correct.
The Directors have been given the declarations as required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of Directors.
David Flanagan
Managing Director
Perth, 8 March 2026
53
INDEPENDENT AUDITOR’S REPORT
To the Members of Arrow Minerals Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Arrow Minerals Limited (“the Company”) and its controlled entities
(“the Group”), which comprises the consolidated statement of financial position as at 31 December 2025,
the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, notes to the financial
statements, including material accounting policy information, the consolidated entity disclosure statement
and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
(a) giving a true and fair view of the Group’s financial position as at 31 December 2025 and of its financial
performance for the year then ended; and
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
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 Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (“the Code”) that are relevant to audits of the financial report of public interest entities 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.
Material Uncertainty Related to Going Concern
We draw attention to Note 2(e) in the financial report, which indicates that a material uncertainty exists that
may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
54
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter
How our audit addressed the key audit
matter
Carrying Value of Acquired exploration and evaluation assets
In accordance with AASB 6 Exploration for and
Evaluation of Mineral Resources, the Group capitalises
acquisition costs and expenses further exploration and
evaluation expenditure as incurred. These capitalised
balances are carried at cost and are subject to
impairment when facts and circumstances indicate that
the carrying amount may exceed the recoverable
amount.
During the year, the Group recognised an impairment
charge of $5,376,737 against its exploration and
evaluation assets bring the total down to $Nil. This
impairment was recognised following management’s
assessment of indicators including suspension of
tenements.
Our audit focussed on the Group’s assessment of the
carrying amount of the exploration and evaluation
assets, including whether indicators of impairment
existed and whether the impairment recognised was
appropriate. The impairment recognised is significant in
size and has a direct impact on the users’ understanding
of the financial position and performance of the Group,
including the recoverability of exploration assets and the
prospects of those projects. Given the judgement
involved and the importance of this impairment to users,
we considered this to be a key audit matter.
Our audit procedures included but were not
limited to the following:
-
We obtained an understanding of the key
processes
associated
with
management’s review of the carrying
value of acquired exploration and
evaluation assets;
-
We
considered
the
Directors’
assessment of potential indicators of
impairment in addition to making our own
assessment;
-
We obtained evidence that the Group
does not have current rights to tenure of
its areas of interest;
-
We considered the nature and extent of
planned ongoing activities; and
-
For the impairment recognised, we
assessed the reasonableness of the
basis for recognition, including the key
facts and circumstances that led to the
impairment.
-
We assessed the appropriateness of the
disclosures in the financial report.
-
We evaluated whether the impairment
and
related
judgements
were
appropriately disclosed in the financial
report in accordance with AASB 6 and
AASB 136.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 31 December 2025, but does not include the
financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report, or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
55
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
(b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
(b) the consolidated entity disclosure statement that is true and correct and is free from material
misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group 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 to 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. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance 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 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 the Australian Auditing Standards, we exercise professional judgement
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 is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
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.
−
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
effectiveness of the Group’s internal control.
−
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
−
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 or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we
56
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report 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 report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
−
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 manner that
achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
REPORT ON THE REMUNERATION REPORT
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the Directors’ Report for the year ended 31
December 2025.
In our opinion, the Remuneration Report of Arrow Minerals Limited for the year ended 31 December 2025
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
Report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
HLB Mann Judd
B G McVeigh
Chartered Accountants
Partner
Perth, Western Australia
8 March 2026
Annual Report for the year ended 31 December 2025
57
ADDITIONAL INFORMATION
Shareholder Information
The following additional information is required by the Australian Securities Exchange Ltd in respect of listed
public companies.
Information as at 27 February 2026:
1.
Issued Equity Capital
Ordinary Shares
Number of holders
3,657
Number on issue
877,766,591
2.
Voting rights
Voting rights are one vote for each share held by registered holders of Ordinary Shares. Options and
Performance Rights do not carry any voting rights.
3.
Distribution of Holders
Number of Equity Security Holders
Holding ranges
Ordinary Shares
No. of Shares
1 – 1,000
315
142,891
1,001 – 5,000
652
1,976,973
5,001 – 10,000
400
3,151,157
10,001 – 100,000
1,452
60,482,011
>100,001
838
812,013,559
Total
3,657
877,766,591
4.
Top 20 Holders – Ordinary Shares
Rank
Name
Units
% of
Units on
issue
1
BUDWORTH CAPITAL PTY LTD
35,158,816
4.01%
2
SEASCAPE CAPITAL PTY LTD
29,587,500
3.37%
3
BERNADINE HOLDINGS PTY LTD
29,149,741
3.32%
4
EQUITY TRUSTEES LIMITED
23,915,391
2.72%
5
BNP PARIBAS NOMINEES PTY LTD
23,877,124
2.72%
6
THOMAS MCKEITH
14,836,601
1.69%
7
BEIRNE TRADING PTY LTD
14,096,130
1.61%
8
CITICORP NOMINEES PTY LIMITED
13,923,103
1.59%
9
DAVID FLANAGAN
12,006,122
1.37%
10
CROSBIE CONSULTING PTY LTD
12,000,000
1.37%
11
YACINE WAFY
11,904,762
1.36%
11
HELVETICA INVESTMENTS PTE LTD
11,904,762
1.36%
12
MR CUNTONG CHENG
8,343,309
0.95%
13
CGSF PTY LTD
8,202,689
0.93%
14
WESTGATE CAPITAL PTY LTD
7,890,000
0.90%
15
PORTCULLIS HOUSE PTY LTD
7,800,000
0.89%
16
JEFF DOWLING
7,704,544
0.88%
17
MR DAVID WALLACE HANN
7,350,000
0.84%
18
R & K WATSON PTY LTD
7,115,572
0.81%
19
ROTHERWOOD ENTERPRISES PTY LTD
7,072,726
0.81%
20
GENGOLD RESOURCE CAPITAL PTY LTD
6,558,333
0.75%
Total
300,397,225
34.22%
Total issued capital - selected security class(es)
877,766,591
100.00%
5.
Unquoted Equity Security Holders with Greater than 20% of an Individual Class
Annual Report for the year ended 31 December 2025
58
As at 27 February 2026 the following classes of unquoted securities had holders with greater than 20% of that
class on issue as set out below (excluding securities issued under an employee incentive scheme):
% Interest
Options exercisable at $0.00 on or before 15 February 2027
Mr David Flanagan
100.00%
Options exercisable at $0.064 on or before 28 February 2027
Citicorp Nominees Pty Limited
17.00%
Options exercisable at $0.18 on or before 1 May 2027
Budworth Capital Pty ltd
25.00%
Seascape Capital Pty Ltd
25.00%
Westgate Capital Pty Ltd
25.00%
Bluewater Investments (Marmion) Pty Ltd
25.00%
Options exercisable at $0.00 on or before 15 February 2028
Mr David Flanagan
100.00%
Tranche 1 Options exercisable at $0.00 on or before 23 April 2028
Jeremy Andrew Sinclair
32.26%
Abigail Muir
21.51%
Ridek Pty Ltd
21.51%
Tranche 2 Options exercisable at $0.00 on or before 23 April 2028
Jeremy Andrew Sinclair
29.24%
Ridek Pty Ltd
23.39%
Tranche 3 Options exercisable at $0.00 on or before 23 April 2028
Jeremy Andrew Sinclair
29.24%
Ridek Pty Ltd
23.39%
Options exercisable at $0.055 on or before 8 April 2028
Budworth Capital Pty ltd
25.00%
Seascape Capital Pty Ltd
25.00%
Westgate Capital Pty Ltd
25.00%
Bluewater Investments (Marmion) Pty Ltd
25.00%
Options exercisable at $0.0332 on or before 31 December 2028
Jeff Dowling
30.00%
David Flanagan
25.00%
Chris Tuckwell
25.00%
Thomas McKeith
20.00%
Options exercisable at $0.053 on or before 31 December 2028
Ridek Pty Ltd
26.58%
Abigail Muir
25.32%
Jeremy Andrew Sinclair
25.32%
Performance Rights with vesting conditions on or before 31 December 2028
David Flanagan
100%
Performance Rights with vesting conditions on or before 31 December 2028
Annual Report for the year ended 31 December 2025
59
Abigail Muir
24.69%
Jeremy Andrew Sinclair
24.69%
Ridek Pty Ltd
24.69%
6.
Unmarketable Parcels
The number of holders of less than a marketable parcel of fully paid shares is 1,882.
7.
Substantial Shareholders
There are no substantial shareholders at 27 February 2026.
8.
Restricted Securities
There are a total of 23,809,524 shares that are subject to escrow until 30 June 2026.
9.
On-market Buy-Back
Currently there is no on-market buy-back of the Company’s securities.
10.
Corporate Governance Statement
The Company’s 2025 Corporate Governance Statement is available for inspection in the Corporate Governance
section of the Company’s website. This document is reviewed regularly to address any changes in governance
practices and the law.
11.
Tenement Schedule as at 28 February 2026
Tenement ID
Country
Project
Holder
Interest
Note
Permit 22967
Guinea
Simandou North
Mineralfields Guinea SARLU
100%
(a)
Note:
(a) Simandou North Iron Project (Permit 22967) is held by Mineralfields Guinea SARL. Mineralfields Guinea
SARL is a wholly owned subsidiary of Amalgamated Minerals Pte. Ltd. Arrow holds a 100% beneficial interest
in Amalgamated Minerals Pte. Ltd. Status of this permit is subject to uncertainty and confirmation from the
relevant Guinea authorities is required following media reports of the cancellation of various exploration
permits in Guinea but which has not been formally notified by Guinea authorities.