ANNUAL REPORT 2024 Contents Company information DIRECTORS Sue-Ann Higgins Executive Chair Mick Wilkes Non-executive Director Austen Perrin Non-executive Director COMPANY SECRETARY Sarah Clarke Acting CEO, General Counsel and Company Secretary ANDROMEDA METALS LIMITED ABN: 75 061 503 375 ASX code: ADN REGISTERED AND PRINCIPAL ADDRESS Level 10, 431 King William Street Adelaide, South Australia 5000 CONTACT DETAILS Telephone: +61 8 7089 9800 ir@andromet.com.au www.andromet.com.au SHARE REGISTRY Computershare Investor Services Pty Ltd Level 5, 115 Grenfell Street Adelaide, South Australia 5000 GPO Box 1903, Adelaide, SA 5001 Enquiries (within Australia): 1300 556 161 Enquiries (outside Australia): +61 3 9415 4000 AUDITORS Deloitte Touche Tohmatsu 11 Waymouth Street Adelaide, South Australia 5000 SOLICITORS Minter Ellison Lawyers 25 Grenfell Street Adelaide, South Australia 5000 BANKERS Westpac Banking Corporation Level 5, 97 King William Street Adelaide, South Australia 5000 Letter from the Chair 4 Acting CEO’s report 6 Operations review 8 The Great White Project 9 Commercial strategy 10 2023 DFS and Stage 1A+ 17 Exploration 18 Great White Deposit 18 Hammerhead Deposit 19 Tiger Deposit 20 Eyre Kaolin Project 21 Mount Hope Kaolin Project 22 Wudinna Gold Project 23 Moonta Copper Gold Project 23 Corporate 24 Sustainability 26 Resources and reserves 35 Competent person statements 39 Schedule of tenements 40 Directors’ report 43 Operating and financial review 48 Remuneration report 50 Auditor’s independence declaration 67 Financial report 68 Directors’ declaration 105 Independent auditor’s report 106 Shareholder information 110 Glossary 111 2 ANDROMEDA METALS LIMITED High-grade, development-ready project with funding discussions underway THE GREAT WHITE PROJECT 9 Long-life, high-quality resource 9 Strong economics 9 High grade, in demand, premium products 9 Stage1A+ binding offtakes finalised 9 Low capex hurdle 9 All approvals in-place to commence development 9 Low-risk jurisdiction 9 Conventional mining operation 9 Clear market and product upside 9 Shovel-ready, with project team in place BUILDING BLOCKS ARE IN PLACE TO DELIVER THE GWP 9 Mining lease granted 9 Experienced project team and development strategy ready 9 Long-lead equipment ordered and under fabrication 9 Environmental plan (PEPR) approved 9 Stage 1A+ 2024 bankable feasibility study finalised 9 Logistics pathway selected 9 Premium products validated by experts and customers 9 Binding offtakes in place 9 Mining contractors shortlisted Funding process underway to secure debt and equity funding for a final investment decision Highlights Tier 1 Project • The Great White Project (TGWP): high-grade kaolin asset delivering premium products over a 28-year mine life • Strong economics: $763m post-tax NPV8; 43% IRR; $140m average annual EBITDA • Favourable capex: low $194M capex hurdle achievable over 3 stages1, first stage capex $84m • Low-complexity operations: conventional mining, low strip ratio, flexible processing Significant Kaolin Market Opportunity • Large, Diversified Addressable Market: US$4.4Bn market in 2023 (with CAGR of 4.7%) 2 • Challenged Supply: growing structural supply deficit for high-quality kaolin, exacerbated by geopolitical factors further reducing supply • Attractive long-term trend: 30 years of low historical volatility, above CPI price growth 3 De-risked Development • Clear Development Strategy: 3 stage development in line with expected offtake volume growth1 • Clear, Validated Product Strategy: targeting kaolin for premium ceramics. Our products have been validated by ceramics industry experts and customers • Major Offtakes finalised: for project’s first 100ktpa stage • Approvals: All key approvals received to commence development4 1 ASX announcement 6 May 2024 “Andromeda expansion plans for The Great White Project”. 2 Fortune Business Insights, "Global Kaolin Market Analysis, Insights and Forecast, 2024 2032" (2024). 3 Demonstrated by the US historical Kaolin and Ball Clay PPI published by the US Federal Reserve of St Louis. 4 Mining Lease 6532 and Miscellaneous Purpose Lease 164 granted for a period of 35 years on 17 December 2021, by the South Australian Minister for Energy and Mining. Program for Environment Protection and Rehabilitation (PEPR) was approved on 01 March 2023, by South Australia’s Department for Energy and Mining. ANNUAL REPORT 2024 3 Letter from the Chair Dear Shareholders, Welcome to the Annual Report covering the Financial Year 2024 for Andromeda Metals Limited (Andromeda, the Company). This is my inaugural letter to you, our shareholders, having recently been appointed as Executive Chair. I come to the role excited by the Company’s prospects, confident that the Great White Project (GWP, the Project) is development-ready, with discussions underway to secure funding to support a final investment decision being made. Reflecting over the year’s progress, the Company has achieved numerous significant milestones. During the year, a comprehensive decision was made to narrow our focus and prioritise the development of GWP and the world class kaolin deposit that underpins it. GWP’s development represents a significant opportunity for shareholders and the Company’s success in signing four binding offtake agreements supports the decision to bring forward the Stage1A+ development to expand initial production capacity to 100,000 wet metric per annum (wmt pa). While progressively de-risking the Project, the Company continued evaluating potential funding options that would best suit the long-term interests of the Company and its shareholders. The Board and Management remain confident in progressing towards a final investment decision, with all the elements in place to progress funding discussions. The range of potential debt financiers the Company is in discussions with include Government funding bodies, foreign banks and private credit institutions, all of whom are active in the data room. In addition, Pareto Securities has been mandated to assist in potentially accessing global bond markets or markets for other debt instruments. To support efforts in securing a cornerstone equity investment, Azure Capital has been appointed to run a cornerstone equity process, in parallel with the debt funding process. To support the Company until development funding is secured, a Placement of shares to sophisticated and institutional investors was completed in August 2024 at $0.012 per share, raising approximately $3.4 million before costs. An Entitlement Offer to existing shareholders on the same terms is currently underway. I welcome those new shareholders and thank those shareholders who are looking to participate in the Entitlement Offer. The Board remains committed to responsible financial and business practices, and the highest standards of corporate governance. I invite you to read about these in the Director’s Report, including the Remuneration Report, starting on page 43 of this Report. Andromeda is committed to safe and sustainable operations, which you can read more about in the Sustainability Report section starting on page 26. ANDROMEDA METALS LIMITED 4 During the year, Bob Katsiouleris decided to resign as CEO and Managing Director, effective 31 July, to return to Europe for personal reasons. Regrettably, Luke Anderson, who had been appointed as Bob’s replacement, subsequently resigned for health reasons. As a result, Sarah Clarke was appointed as Acting CEO, until a suitable replacement can be found. Sarah is a strong capable leader, who is well-respected and across every aspect of the business, as General Counsel and Company Secretary. In light of Luke’s resignation, the Board determined that a greater level of day-to-day involvement by an Executive Chair with project funding and transactions experience was required, during the crucial funding discussions currently underway. Consequently, Mick Wilkes made the decision to stand down as Non-executive Chair and remain on the Board as a Non-executive Director and not receive any director fees until the Project is fully financed. I thank Mick for his service as Non-executive Chair and for his ongoing support during this important time for The Company. Following this, the Board determined that the best person to appoint as Executive Chair was myself, given my extensive project funding and transactions experience and being available to provide greater hands-on, day-to-day support to Management. I thank the Board and Management for their vote of confidence and support. During these challenges, Andromeda’s employees have remained steadfast in their efforts to progress GWP through to development. I thank them for their commitment. Similarly, our successes could not have been achieved without the support of our offtake partners, suppliers and the local Eyre Peninsula community. The Company is grateful for their support during the year. Finally, I would like to thank you, our shareholders, for your continuing support. You can be assured that the Board and Management remain committed and focused on maximising shareholder value through a considered and methodical approach to securing financing and progressing GWP towards a final investment decision being made. Yours sincerely, Sue-Ann Higgins Executive Chair Letter from the Chair ANNUAL REPORT 2024 5 Acting CEO's report Dear Shareholders, This is the first Annual Report in which I write to you, having recently taken up the role of Acting CEO. Following the Company achieving numerous significant milestones during FY24, our prospects remain strong, with active discussions with potential financiers underway and a clear pathway towards securing anticipated project funding. Revised commercial strategy and 2023 DFS The Company opened FY24 by conducting a comprehensive review of its commercial strategy. The review refocused Andromeda on GWP, and an enhanced product portfolio targeting established high value markets for kaolin. Following the review, in August 2023 the Company released the results of an updated Definitive Feasibility Study (2023 DFS) for GWP, demonstrating strong economics over the 28-year life-of-mine. Offtake agreements drives expedited expansion Market discussions with potential customers, showed a heightened level of demand and constrained supply, this has seen positive pricing dynamics for GWP’s high- quality kaolin products. The Company’s discussions with potential customers led to success, through the signing of additional binding offtake agreements. In addition to the previously signed offtake agreement with Plantan Yamada for sales in the Japanese ceramics market, during FY24 additional binding offtake agreements were signed with: • Foshan Gaoming Xing-Yuan Machinery Co. Ltd in October 2023, for sales into the Chinese market; and, • IberoClays SLU in January 2024, for sales across Mediterranean markets. These three agreements underpinned financing discussions for the initial Stage 1A development of GWP and planned nominal production of 55,000 wmt pa. The heightened demand for high-quality kaolin led, in November 2023, to a non-binding Heads of Agreement with Traxys Europe S.A (Traxys) being signed. In May 2024, the Company made the decision to bring forward its Stage1A+ development to expand initial capacity to produce 100,000 wmt pa of our kaolin products. In July 2024, a binding offtake agreement with Traxys, was signed. The agreement committed Traxys to purchasing 50% of planned production capacity of up to 130,000 wmt pa of product for sale across various global markets. This expansion in scale significantly enhances capital efficiency and the initial cashflows, supporting a higher level of debt that could sustainably be supported by the Project. “Andromeda’s Great White Project is in the enviable position of being construction ready, with all the required approvals in place to commence construction, and a committed Project Team poised for delivery. ANDROMEDA METALS LIMITED 6 Project readiness and funding Procurement activities for long lead items to support Stage1A+ progressed during the year, with key items either in the process of being designed, fabricated or completed and awaiting shipment. This places the Project in the enviable position of being construction-ready, with the required approvals in place to commence construction, and a committed Project Team poised for delivery. Additionally, the Company has completed all the anticipated key elements to support the funding process for Stage 1A+, which is currently underway. To support financing discussions with debt financiers, a Bankable Feasibility Study (BFS) for Stage 1A+ was completed, and an independent technical review of the BFS by Behre Dolbear Australia Pty Limited (Behre Dolbear), was undertaken. We are actively progressing discussions towards securing funding across a range of sources. In additional these funding processes, the Company progressed the sale of legacy gold and copper assets, through to completion during the year. Progressing GWP continues to represent the best opportunity to maximise long-term value for Andromeda. We are well-positioned to continue advancing GWP through to anticipated development. This provides me with confidence in achieving success in executing on our strategy, and delivering long-term value for you, our shareholders, the local Eyre Peninsula community and South Australia. Yours sincerely, Sarah Clarke Acting CEO, General Counsel and Company Secretary Acting CEO's report ANNUAL REPORT 2024 7 Operations review Andromeda’s aim is to develop its globally significant, high-quality kaolin resources into world-class mining operations that produce superior quality halloysite-kaolin to supply global markets. Andromeda's resources contain a unique blend of bright kaolinite and halloysite clays, that can produce a refined product with a high average alumina content of greater than 36% and low levels of impurities. Through developing the Great White Project, Andromeda is focused on leveraging the potential of this unique, world-class resource for the long-term benefit of our shareholders, the local Eyre Peninsula and Traditional Owner communities and the South Australian economy. Kaolin GREAT WHITE Kaolin EYRE KAOLIN Kaolin MOUNT HOPE OVERVIEW OF ANDROMEDA’S CURRENT KAOLIN PROJECTS AND RESOURCES GREAT WHITE PROJECT (GWP) EYRE KAOLIN PROJECT MOUNT HOPE KAOLIN PROJECT Flagship project with 15.1 Mt Ore Reserve1 The 2023 DFS shows strong economics through a 3 staged development over a 28-year life-of-mine.2 51% interest of Eyre Kaolin Joint Venture, with four exploration licences covering 2,799 km2. Exploration being undertaken for kaolin with properties complementary to those of the Great White Deposit. 100% interest in tenements, over which significant areas of ultra-high bright white kaolin, with exceptionally low iron contaminant levels, have been defined. Andromeda is an Australian company with the vision to be “The Great White Mineral Company”, with the ambition of leading the world in the sustainable supply of superior quality industrial minerals. 1 Refer to Table of Reserves – Great White Deposit on page 35. The 15.1 Mt Ore Reserves includes 5.1 Mt classed as Proven and 10.0 Mt as Probable. 2 Refer to 2023 DFS section on page 17, upon which the forecast financial information relates to an Ore Reserve Estimate that has been previously announced to ASX on 6 April 2022 titled Great White Kaolin Project – Definitive Feasibility Study and Updated Ore Reserve. Andromeda confirms that it is not aware of any new information or data that materially affects the information included in these market announcements (unless otherwise stated) and that all material assumptions and technical parameters underpinning the estimates and forecast financial information continue to apply and have not materially changed. ANDROMEDA METALS LIMITED 8 Operations review The Great White Project SOUTH AUSTRALIA 100% Andromeda Figure 1 The Great White Project regional location map. Andromeda has continued to progress and de-risk the Project’s development. During FY24, a comprehensive review of the Company’s commercial strategy and its approach to developing the world-class, high quality Great White Deposit, was undertaken. The revised strategy refocused the Company on targeting high value markets, which resulted in an enhanced product portfolio and a major focus on supplying kaolin for use in the manufacture of high- quality ceramic tiles, ceramic porcelain tableware and low-carbon concrete production. An updated Definitive Feasibility Study3 (2023 DFS) found that the economics of developing GWP under the revised strategy were significantly improved over the 2022 DFS, with a: • 65% increase in pre-tax net present value (NPV) to $1.01 Billion over the original 28-year life of mine, and • 59% increase in average earnings before interest tax depreciation and amortisation (EBITDA) to $130 million per annum. The Company finalised binding offtakes to support expanded Stage 1A+ production capacity and the securing of financing for a final investment decision. In March 2024, Andromeda announced that the subdivision process and issuing of land titles in line with the GWP mine site footprint had been completed. FY24 also saw progress on the procurement of long lead items for Stage 1A+, and a majority of milestone payments having been made. All are ordered, and either being designed, in the process of being fabricated, or complete and awaiting shipment. GWP is a development-ready project which is fully approved for commencement of construction, with feasibility studies completed, and binding offtakes finalised for the first Stage 1A+ phase of production of 100,000 wmt pa. GWP is wholly owned by Andromeda and includes several high-quality deposits of kaolin, containing naturally occurring kaolinite plates and halloysite tubes. Through making an anticipated final investment decision for GWP, Andromeda seeks to become a globally significant supplier of high-quality kaolin products to international markets. GWP comprises three mining tenements and three exploration tenement approximately 635 km west by road from Adelaide. The Project is located within the District Council of Streaky Bay, approximately 15 km southwest of the township of Poochera. Poochera is located on the Eyre Highway about 635 km northwest by road from Adelaide and 65 km east of Streaky Bay, on the Eyre Peninsula in South Australia (Figure 1). The Project has highly valued kaolinite and halloysite mineral deposits with a world-class iron to alumina ratio, outstanding mechanical strength, exceptional fired brightness, and distinctive rheological properties. Kilometres 0 100 200 32° 34° 36° 138° 136° 134° Main road Railway Town Lake Exploration Licence Port Lincoln Whyalla Port Augusta Kimba Poochera Port Pirie Tarcoola Roxby Downs Woomera Kadina Ceduna Streaky Bay Adelaide GREAT AUSTRALIAN BIGHT AND SA11 SOUTH AUSTRALIA Great White Project Lucky Bay ML 6532 – Great White Deposit 3 Refer to 2023 DFS section on page 17, upon which the forecast financial information relates to an Ore Reserve Estimate that has been previously announced to ASX on 6 April 2022 titled Great White Kaolin Project – Definitive Feasibility Study and Updated Ore Reserve. Andromeda confirms that it is not aware of any new information or data that materially affects the information included in these market announcements (unless otherwise stated) and that all material assumptions and technical parameters underpinning the estimates and forecast financial information continue to apply and have not materially changed. ANNUAL REPORT 2024 9 Operations review The Great White Project COMMERCIAL STRATEGY Andromeda’s commercial strategy has identified a product portfolio of high-quality kaolin products able to command premium pricing, in growing established markets. Andromeda’s commercial strategy map is presented in Figure 3. Through Andromeda’s market to mine approach, white mineral options are proposed for those strategic market opportunities with the greatest economic potential. Andromeda’s commercial strategy uses both top down, market to mine, and bottom up, mine to market, approaches to carefully determine the most suitable markets to engage and strategically supply. The marketing and sales strategy is essential to ensure the success of the product in the market. The commercial strategy map and methodology assist in providing direction towards the markets best suited for GWP products, the underlying drivers for why they are the best suited, and the key customers, stakeholders, partners and competitors anticipated response. Figure 2 Images show (from left) raw kaolin clay from Andromeda’s GWP, which is then refined and processed, before being graded and packaged into various products that meet our clients’ exacting specifications. Figure 3 Andromeda’s commercial strategy map. Strategic market opportunities Marketing and sales strategy Sales and operational planning LOM value accretive Strategic White Mineral product options Mine response Market and technical validation LOM plan and mine schedule Sales plan Macro environment Micro environment LOM product wet metric tonnes MARKET TO MINE MINE TO MARKET EXECUTION Megatrend response solution The “Best” aligned Return on invested capital/CCC Core business products Great White CRM Great White CRM Great White KCM Complementary business products Great White HRM Industrial sand Adjacent business opportunities High-purity alumina Carbon capture Great White CRM 3,485,586wml Great White CRM 3,518,962wml Great White KRM 305,881wml Great White HRM 750,734wml The Great White Mineral Company Strategic Lens ANDROMEDA METALS LIMITED 10 Operations review The Great White Project MARKET TO MINE Macroenvironment The macroenvironment has a significant influence on the success of Andromeda’s marketing efforts. The key macroenvironment elements considered by Andromeda on an ongoing basis, are: • Geopolitical risk • Decarbonisation • Urbanisation and social trends • Macroeconomics • Shipping and ports • Kaolin markets • Water and energy • Regional economies Consideration of the global kaolin macroenvironment has determined that the low-margin and/or high entry cost markets of polymer, paper, pharmaceuticals and paint commodity markets will not be the focus for Andromeda. Analysis of these factors identified the following key target markets for Andromeda to be: • High quality ceramic tiles • High quality ceramic porcelain tableware • Low carbon concrete production • Industrial sand Microenvironment The microenvironment has a significant influence on the success of Andromeda’s marketing ventures. The key microenvironment elements considered by Andromeda on an ongoing basis, for each key target market are: • Global supply and demand • Addressable market opportunities • Contestable markets • Product end use validation • Competitor product and company profiles The comprehensive commercial strategy review conducted during the second half of 2023 financial year, identified a product value in use (VIU) that was above the existing market value for the Great White Project’s kaolin core product portfolio, Great White CRM™ and Great White KCM™90, in established and growing markets for high quality ceramic tiles and ceramic porcelain tableware. The complementary product portfolio has been defined as Great White HRM™ an industrial sand co-product. In addition to the identified use of Great White HRM™ as a rheology modifier, the global market for low-carbon concrete production has been identified as a further opportunity. Industrial sand co- product will be sold to meet the regional shortfall in the construction market. At the time of the commercial review in 2023, Andromeda’s adjacent businesses (including high purity alumina (HPA) and carbon capture) were considered still at scoping or pre-scoping study stage. Accordingly, research activities related to their development were put on hold, for the Company to prioritise the development of GWP. The commercial strategy review identified an opportunity for HPA to become part of Andromeda’s adjacent product portfolio following technical and market validation. In March 2024, Andromeda identified a cost effective opportunity to recommence test work to assess the potential viability of its proprietary novel flowsheet aimed at producing HPA from Great White kaolin feedstock. The results of that testwork were encouraging and the next phase of laboratory testwork, including a more rigorous continuous test program, is underway. ANNUAL REPORT 2024 11 Operations review The Great White Project Table 1 Andromeda’s products and end-uses. PRODUCT DESCRIPTION END-USE Great White CRMTM Fully refined and dried kaolin product. High brightness and ultra-fine. High quality porcelain tableware. Great White CRMTMT Fully refined and dried kaolin product. High brightness, ultra-fine and high alumina. High quality ceramic tiles. Great White KCMTM90 Refined, bright white kaolin product. Ceramics and it can also be used for further refinement by other parties to give a premium grade product for other industry applications. It can be directly added into lower grade resources to increase the total value of the resultant combined product. Great White HRMTM Highly reactive halloysite-kaolin rheology modifier High solids slurries including concrete and a large range of associated applications where its suspension properties are very effective. Industrial Sand There two potential Andromeda sand grades, coarse and fine sand. Construction market. Europe Key markets – Spain & Italy Asia Pacific Key markets – India & Japan High-end ceramics: tiles and countertops High-end ceramics – tiles, tableware and countertops Spain #1 importer of kaolin¹ #5 ceramic tile producer² #2 exporter of ceramic tiles³ Italy #4 importer of kaolin¹ #7 ceramic tile producer² #4 exporter ceramics tiles³ India #9 importer of kaolin¹ #2 ceramic tile producer (14% CAGR)² #3 exporter of ceramic tiles³ Japan #3 importer of kaolin¹ Leading high-end porcelain tableware producer⁶ China A broad range of high-end applications via distribution 1. Based on World Bank data. 2. World production and consumption of ceramic tiles 2022, Manufacturing Economics Studies (MECS), October 2023. 3. Top 10 countries for ceramic tile exports in 2018-2022 in million square metres, and Compound Annual Growth Rate (CAGR) 2018-22, Baraldi, 2023. 4. Global Countertop Industry Report, Freedonia Group, March 2023. 5. HQ Kaolin Market Study, TZMI, 2023. 6. Kaolin consumption by leading tableware manufacturers in Asia (excluding China), Hart, 2021. Countertops⁴ US$160 billion global market opening to porcelain slabs due to silicosis risk Stage 1A+ path to market Binding offtakes with IberoClays, Traxys Countertops⁴ As above – US$160 billion global market opening to porcelain slabs due to silicosis risks Stage 1A+ path to market Binding offtakes with Plantan Yamada, Traxys Target markets Target segments Largest market #1 consumer of kaolin #2 importer of kaolin¹ #1 exporter ceramic tiles² Deep high end-market Multiple applications High long-term growth⁵ Kaolin demand to grow by CAGR of 4.6% to 2025; imports CAGR of 6.6% Stage 1A+ path to market Binding offtake with Foshan Gaoming ANDROMEDA METALS LIMITED 12 Mine to market response Andromeda’s commercial strategy led to the selection of its Core, Complementary and Adjacent business products. As a result, the Great White Deposit’s 15.1 Mt JORC Ore Reserve3 was mapped by product, as presented in Figure XX, as follows: • Core Products, being: » Great White CRM™T optimised for use in ceramic tiles and slabs; » Great White CRM™P optimised for use in porcelain tableware; and, » Great White KCM™90, for use in ceramics of further refined for other industry applications. • Complementary Products, being: » Great White HRM™ optimised for use as a cement additive to decarbonise concrete or as a rheology modifier; and » Industrial Sand which occurs throughout the Great White Deposit. Stage 1A to 1A+ design and construction Under the staged, scalable approach to developing GWP, Stage 1A+ production is achieved through: • initial development of Stage 1A Processing Plant delivering nominal production capacity of 55,000 wmt of kaolin products per annum; • scaling up of an additional 45,000 wmt nominal production capacity to deliver total Stage 1A+ nominal production capacity of 100,000 wmt per annum. The Stage 1A+ Processing Plant is designed to initially produce Great White CRM™ and Great White KCM™90, with built-in optionality to produce Great White HRM™ and feedstock to meet the need for other products customers may demand. This staged approach de-risks the Project’s development and expedites expected first production from Stage 1A to occur 12 months following a final investment decision being made. First production from the Stage 1A+ expansion is expected to occur 3 months later, some 15 months from a final investment decision being made. Ordering of long lead items During FY24, the procurement of long lead items for the Stage 1A+ processing plant progressed, with all items ordered and with design and fabrication progressed. As at the end of the period, a majority of milestone payments had been made. The current status of long lead items is as follows: • Fluidised bed dryer – built, ready for shipment; • Thickener – built, ready for shipment; • Drum washer – built, factory acceptance testing (FAT) completed; • Filter press – major construction is complete awaiting FAT; and, • Filter cake feeder – engineering design complete, fabrication to commence following anticipated FID. The Company also made preparations for the procurement of the ‘balance of plant’ capital and infrastructure items. Subject to making a final investment decision, planned activities will be run in parallel, where possible, to complete construction as efficiently as possible. Initial shipments, and consequent revenue for the Company, under the initial Stage 1A development is expected 12 months following a final investment decision being made, with production from the expanded Stage 1A+ to occur 3 months later, 15 months following FID. Operations review The Great White Project Figure 4 Stage 1A+ starter pit position, products, and grades. Figure 5 3D design model of Stage 1A+ processing plant. 3 Refer to Table of Reserves – Great White Deposit on page 35. The 15.1 Mt Ore Reserves includes 5.1 Mt classed as Proven and 10.0 Mt as Probable. ANNUAL REPORT 2024 13 Operations review The Great White Project Streaky Bay pilot plant During FY24, the Streaky Bay Pilot Plant (SBPP) continued to operate, replicating the process flowsheet to be used at the Stage 1A+ processing plant. The SBPP has enabled Andromeda to confirm the product quality from samples collected in the area that will be mined in the early years of GWP’s anticipated operations. During the period, the SBPP continued successfully producing new samples for customer and partner evaluation and to undertake further test work, in addition to informing the engineering design of the GWP processing plant, project execution and financial modelling of the Project. Following the review, a re-set of SBPP’s operations was undertaken, recommencing in late-July with an expanded ability to produce large scale samples. Regulatory approvals and land purchase GWP has received all approvals to commence construction. This includes: • Mining Lease (ML 6532) and the associated Mining Miscellaneous Purpose Lease (MPL 164) were granted in December 2021; • Program for Environment Protection and Rehabilitation (PEPR), covering Stages 1A+ and 1B, was approved in March 2023; and, • EPA Works approval received in March 2023. During FY24, the purchase of the freehold land underlying GWP was completed in March 2024. Following this, fencing to assist in securing the property and monitoring equipment were erected. Under the approvals, progression to the construction phase of the Project is subject to: • Lodgement of $3.79 million for the Environmental Bond to cover the rehabilitation liability; and • Payment of approximately $665,000 for the Significant Environmental Benefit (SEB) into the Native Vegetation Fund. EXECUTION Branding and market positioning Andromeda’s core products are ideally suited for, and targeted at, the high-quality ceramic tiles and slabs, and porcelain tableware market segments. These market segments are large and established, where customers require consistent quality in kaolin products to be maintained over time. To support premium pricing of kaolin products from GWP in these segments, an extensive series of product validation work and trials were conducted throughout FY24. Successful product validation programs require credible independent institutions and/or potential offtake partners with the requisite industry expertise, capability, with the requisite equipment to test and validate the high-quality and value in use of Andromeda’s products. For Great White CRM™ and Great White KCM™90, this included: • Independent test work, international benchmarking and value in use analysis, conducted by Spain’s Institute of Technical Ceramics (ITC); and • Product characterisation and international benchmarking conducted by IberoClays. The product validation program for these products determined they: • exhibited world class levels of brightness, aluminium-to-iron ratios and mechanical strength when fired4,5; • represented above-market value in use in the fast- growing large format porcelain and ceramic tile and glaze segments4,5; and, • supported up to a 20% zircon-displacement potential in the ultra-white and super-white ceramic slab segments6. 4 Refer ADN ASX dated 8 June 2023 titled Investor Presentation. 5 Refer ADN ASX dated 19 January 2024 titled Binding Sales and Distribution Agreement with IberoClays SLU. 6 Refer ADN ASX dated 18 June 2024 titled Report on Zircon Displacement for Great White CRM™. ANDROMEDA METALS LIMITED 14 Operations review The Great White Project 7 Refer ADN ASX dated 16 November 2023 titled Strategic Alliance Agreement signed with Hallett Group. 8 Refer to ADN ASX dated 7 June 2023 titled Term Sheet signed for significant quantities of kaolin products for Chinese market. 9 Great White HRM™ offtake agreements with Traxys and IberoClays are subject to conditions precedent in their favour relating to market acceptance of the product. Increasing awareness and end-user interest in GWP’s kaolin products led, in March 2024, to Andromeda being invited to present at the Raw Materials for Ceramic Tile Conference in Italy. For Great White HRM™, a product validation and commercialisation program was conducted during FY24. The program led to a number of end-user technical validation trials for the use of Great White HRM™, with cement suppliers and concrete manufacturers. Following these trials, a Strategic Alliance Agreement with Hallett Group was signed7 with the product subsequently progressing to Stage 2, as defined under the agreement. Binding offtake agreements Securing good quality binding offtake agreements for kaolin products is a lengthy and complicated process. The results from the technical validation program conducted during FY24 supported discussions with a broad range of potential customers. This resulted in a significant increase in the number and size of GWP product sample requests from end- use customers. During FY24, this saw the Company sign binding offtake agreements, with the following: • Foshan Gaoming for the purchase of Great White CRM™ and Great White KCM™90 over 5 years, for sales into the Chinese market.8 • IberoClays, the leading formulator of ceramic tile minerals into Europe, for Great White CRM™ and Great White HRM™ for sales over an initial period of 5 years into various markets across the Mediterranean9; and, • Traxys, a leading global industrial minerals trader for Great White CRM™ and Great White HRM™ 9 for sales over an initial period of 5 years into various markets across the Mediterranean.10 These three agreements add to the binding offtake agreement signed previously with Yamada Plantan, a high-quality ceramics and porcelain tableware manufacturer, for Great White KCM™90 into the Japanese market.11 Together these four binding offtake agreements underpin production under Stage 1A+ and support funding discussions to support a final investment decision being made. 10 Refer to ADN ASX dated 17 July 2024 titled Binding Offtake Agreement signed with Traxys. 11 Refer to ADN ASX dated 8 June 2023 titled Binding Offtake Agreement signed for Japanese market. ANNUAL REPORT 2024 15 MARKETS EXCLUSIVE NON-EXCLUSIVE Great White KCMTM90 Refined, bright white kaolin product for use in high-end ceramics and porcelain Plantan Yamada 25,000 tonnes over the first three years of production Japan Foshan Gaoming 5,000 tonnes in the first year of production China Great White CRMTM High-value refined product for use in high-end ceramic tiles and slabs, and porcelain tableware Traxys Year 1 – 25,000 tonnes Year 2 – 40,000 tonnes Year 3 – 50,000 tonnes Commitment for 50% of total production, up to 130,000 tpa Middle East (excluding Egypt and Morocco), Turkey, Sweden, Denmark, Norway, Finland, Iceland, Poland, Brazil, India, Vietnam and Bangladesh IberoClays Initial 5 year period, with sales of 8,000–10,000 wmt in the first year of production, and 10,000–20,000 wmt pa from the second year onwards (at Andromeda's option) Spain, Portugal and Italy France, Morocco and Egypt Foshan Gaoming 115,000 tonnes over the first 5 years of production China and Taiwan Great White HRMTM Additive to decarbonise concrete and as a rheology modifier1 Traxys 5,000–10,000 tpa for sale into concrete applications for an initial 5 year period Turkey, India, France and Middle East IberoClays 2,000 tpa Spain and Portugal 1 Subject to the certification for sales into relevant markets, and the securing of end- user agreements Operations review The Great White Project Figure 7 Offtake Agreements underpinning Stage 1A+ production5. Figure 6 GWP signed offtake agreements. 100,000 Wet metric tonnes per annum Year 1 Year 2 Year 3 80,000 60,000 40,000 20,000 0 1. Refer ADN ASX dated 8 June 2023 titled Binding Offtake Agreement signed for Japanese market. 2. Refer ADN ASX dated 18 October 2023 titled Binding Offtake Agreement signed for Chinese market, adjusted per Seller’s volume option for Year 3. 3. Refer ADN ASX dated 19 January 2024 titled Binding Sales and Distribution Agreement Signed with IberoClays. 4. Refer ADN ASX dated 17 July 2024 titled Binding Offtake Agreement signed with Traxys 5. Volumes exclude contracted volumes for Great White HRMTM Plantan Yamada Foshan Gaoming Ibero Clays Traxys¹ Stage 1A+ cumulative nominal production capacity Ongoing contracted volumes ANDROMEDA METALS LIMITED 16 Operations review The Great White Project Figure 8 Planned development stages for GWP. 2023 DEFINITIVE FEASIBILITY STUDY1,2 Following the updated Commercial Strategy, Andromeda updated the previous 2022 DFS by developing the 2023 DFS. The 2023 DFS confirmed the staged approach to the development of the Great White Project resulted in: • pre-tax net present value (NPV8) of $1.01 billion, representing a 65% increase when compared to the 2022 DFS, • average annual EBITDA of $130 million, representing an increase of 59% to the 2022 DFS, and, • an improved weighted average product margin of $450/tonne of product, reflecting a 34% increase to the 2022 DFS. The key drivers of these improvements were: • Strengthened global prices driven by geopolitical risk and global and regional supply shortages • Enhanced product mix and partner portfolio • Established high value in use of Andromeda products in key market segments, and, • An updated mine development plan (based on the Market to Mine response) that supports an accelerated sales profile and reduced costs. The 2023 DFS is based on a four-stage development process (Stages 1A, 1B, 2 and 1A+), ramping up to full anticipated production of 300 ktpa over the 28-year life of mine. The production summary across the LOM can be seen in Table 8. Stage 1A+ expansion plans brought forward1,2 Following the completion of the 2023 DFS, the strength of market discussions led the Company to anticipate that total sales volumes for GWP’s kaolin products was likely to exceed planned nominal production of 50,000 tpa under the initial Stage 1A. In anticipation of this occurring, in February 2024, a Bankable Feasibility Study was completed, to support discussions with debt financiers. In May 2024, the decision was made to bring forward the Stage 1A+ expansion, to reach cumulative nominal kaolin production of 90,000 tpa (100,000 wmt pa) soon after first production under Stage 1A was achieved. In July 2024, a binding offtake agreement with Traxys was signed, covering up to 50% of available processing capacity (capped at 130,000 wmt p.a.), for sale into various global markets. With a total of four binding offtakes underpinning the production and funding of Stage 1A+, the Company achieved all anticipated key elements to support a funding process for Stage 1A+ in support of a final investment decision being made. 1 The forecast financial information relates to an Ore Reserve Estimate that has been previously announced to ASX on 6 April 2022 titled Great White Kaolin Project – Definitive Feasibility Study and Updated Ore Reserve. Andromeda confirms that it is not aware of any new information or data that materially affects the information included in these market announcements (unless otherwise stated) and that all material assumptions and technical parameters underpinning the estimates and forecast financial information continue to apply and have not materially changed. 2 Refer to Table of Reserves – Great White Deposit on page 35. The 15.1 Mt Ore Reserves includes 5.1 Mt classed as Proven and 10.0 Mt as Probable. From Stage 2, Project will generate $140m annual EBITDA for 22 years Stage 1B = 110,000 wmt pa * Stage returns represent standalone investment decisions at each Stage FID Stage 2 ~ 120,000 wmt pa Stage 1A+ = 100,000 wmt pa $84 $141 $194 Cumulative capex Cumulative capacity 100,000 wmt pa 12 mths Stage 1A (55ktpa) 15 mths Stage 1A+ (100ktpa) 24 months 42 months 210,000 wmt pa 330,000 wmt pa First production (from Stage 1A+ FID) Cumulative LOM NPV/IRR >>> Capex $57m NPV(8)* $387m IRR 65% p.a. Capex $53m NPV(8)* $235m IRR 56% p.a. Capex $84m NPV(8)* $211m IRR 26% p.a. $763m 43% p.a $569m 39% p.a $211m 26% p.a 1. Refer ADN ASX dated 6 May 2024 titled Andromeda expansion plans for The Great White Project. Figures differ marginally due to changed timing to first production – increase from 10 to 12mths for Stage 1A+ 55ktpa due to extra expected pre-FID design work, compensated by a shortened time to ramp-up. ANNUAL REPORT 2024 17 Great White Deposit SOUTH AUSTRALIA Andromeda 100% Figure 9 Great White Deposit Mining Lease and Miscellaneous Purposes Licences. 9 Refer ADN ASX announcement dated 6 April 2022 titled “Great White Kaolin Project - Definitive Feasibility study and Updated Ore Reserve”. 10 Refer ADN ASX announcement dated 18 August 2022 titled “Andromeda progresses Great White Kaolin Project with signing of Land Acquisition Agreements and lodgement of PEPR”. 11 Refer ADN ASX announcement dated 25 March 2024 titled ” Settlement of The Great White Project Land Purchase”.. Kilometres 0 10 20 6,400,000m N 6,350,000m N 450,000m E 500,000m E Streaky Bay Streaky Bay Poochera 49 EL 6588 EL 6426 EL 6665 EL 6666 EL 6666 EL 6663 EL 6664 EL 6426 EL 6426 EL 6588 EL 6202 Poochera Karcultaby Chandada Parraba Cungena Yantanabie Wirrulla Pimbaacla Inkster Whichelby Sceale Bay Sceale Bay Talia Station Mount Damper Searcy Bay Witera Bairds Bay Venus Bay Venus Bay Great White Deposit Tiger Deposit Chairlift Deposit Hammerhead Deposit Bronze Whaler Manta Halfpipe Mogul Poldinna Puntabie Nunjikompita Nargultie Carawa Cartwheel Corner Haslam Capietha Yaninee Piednippie Highway Main road Road Town Resource Prospect EL – Great White Project EL – Eyre Kaolin Project Mining Lease 6532 MPL 163 (water pipeline) MPL 164 (access road) SOUTH AUSTRALIA Location of tenure Operations review Table 2 Great White Ore Reserve. RESERVE CATEGORY MT YIELD (%) HALLOYSITE (%) BRIGHTNESS (%) Fe2O3 (%) Proved 5.2 45 14 84 0.5 Probable 10.0 46 10 83 0.5 Total 15.1 46 11 84 0.5 Exploration During the period Andromeda’s focus was on developing the Great White Project with regional exploration activities minimised to levels where core exploration tenements were maintained in good standing, Eyre Kaolin Joint Venture requirements were met, and divestment of non-core assets advanced. The GWP is centred around the Great White Deposit which underpins the planned 28-year mining operation detailed in the 2023 DFS (see page 17). The Ore Reserve Estimate for the Great White Deposit is 15.1 Mt of bright white kaolinised granite, comprising 34% Proved Reserve and 66% Probable Reserve9, capable of producing a refined product with a high average alumina content of greater than 36%, with properties suited to the high-end porcelain and tiles markets. Mining Lease (ML 6532) underpinning the GWP, was granted in December 2021, by South Australia’s Department for Energy and Mining (DEM), along with supporting Miscellaneous Purposes Licences (MPL 163 and 164). In March 2024 Andromeda announced that the subdivision process and issuing of land titles in line with the GWP mine site footprint had been completed. ANDROMEDA METALS LIMITED 18 Operations review Exploration Andromeda’s Hammerhead Deposit is approximately 5 km northeast of the Great White Deposit (See Figure 9). An Inferred Mineral Resource for the Hammerhead Deposit of 51.5 Mt of kaolinised granite reported at an ISO Brightness (ISO B R457) cut-off of 75 in the minus 45µm size fraction has been estimated (refer Table 1). Table 3 Hammerhead Kaolin Mineral Resource. DOMAIN MT PSD <45 µM KAOLINITE % HALLOYSITE % Main 43.1 52.7 43.2 5.4 Halloysite 8.4 52.1 40.5 12.0 Total 51.5 52.6 42.7 6.5 Note that all figures are rounded to reflect appropriate levels of confidence. The Resource contains 27.1Mt of High Bright kaolin product (ISO B >80) in the minus 45 µm recovered fraction, with the remaining approximate 47.4% of material being largely of residual quartz derived from the weathered granite. The Halloysite sub domain contains 4.7 Mt of minus 45 µm material comprised of 21.6% halloysite with an ISO B of 82.9. Table 4 Hammerhead Kaolin Mineral Resource <45µm. DOMAIN MT ISO B KAOLINITE % HALLOYSITE % Al2O3 % Fe2O3 % TiO2 % Main 22.4 82.0 82.7 10.4 36.90 0.63 0.73 Halloysite 4.7 82.9 72.9 21.6 37.47 0.64 0.62 Total 27.1 82.2 81.0 12.3 36.99 0.63 0.71 Note that all figures are rounded to reflect appropriate levels of confidence. Hammerhead Deposit SOUTH AUSTRALIA Andromeda 100% ANNUAL REPORT 2024 19 12 Refer ADN ASX announcement dated 23 March 2022 titled “Maiden Tiger Kaolin Resource and Regional Rare Earth Element Potential”. Operations review Exploration Andromeda’s Tiger Kaolin Deposit is approximately 10 km south of the Great White Deposit. A Mineral Resource Estimate for the Tiger deposit of 12.1Mt containing 7.2 Mt of kaolinite (in the <45 µm size fraction) has been estimated.12 The Tiger Kaolin Deposit further demonstrates GWP’s potential to become a world class producer of kaolin. Table 5 Tiger Kaolin Mineral Resource. CLASSIFICATION Mt PSD <45µm KAOLINITE + HALLOYSITE % Inferred 12.1 59.9 56.7 Table 6 Tiger Kaolin Mineral Resource <45µm CLASSIFICATION Mt ISO B KAOLINITE + HALLOYSITE % Al2O3 % Fe2O3 % TiO2 % Inferred 7.2 83.1 94.7 37.2 0.81 0.61 Note that all figures are rounded to reflect appropriate levels of confidence Tiger Deposit SOUTH AUSTRALIA Andromeda 100% ANDROMEDA METALS LIMITED 20 Eyre Kaolin Project SOUTH AUSTRALIA Andromeda 51% (earning up to a further 29%, for a total of 80% interest, in the tenements through sole funding expenditure of $2 million over three years)13 In August 2021 Andromeda entered into a binding Heads of Agreement with private entity Peninsula Exploration Pty Ltd (Peninsula) to form the Eyre Kaolin Joint Venture (EKJV) comprising four tenements near GWP on the western Eyre Peninsula of South Australia. The four exploration licences cover 2,799 km2 and are explored for kaolin with properties that are complementary to those of the Great White Deposit’s kaolin. Subsequent to the reporting period Andromeda announced that it had met the requirements of the Stage 1 earn-in1 having expended $750,000 conducting exploration and evaluation activities within the initial three (3) year timeframe, thereby earning a 51% interest. During the financial year the Company announced an Inferred Resource of 53.5 Mt of kaolin comprised of 27.0 Mt of Bright White, low titanium kaolinised granite (Chairlift CRM), and 26.5 Mt of rheology modifier kaolin (Chairlift HRM).14 Table 7 Chairlift Kaolin Mineral Resource. DOMAIN MT PSD <45µm KAOLINITE + HALLOYSITE % Chairlift CRM - 27.0 27.0 27.0 Chairlift HRM 26.5 26.5 26.5 Total 53.5 50.4 46 Note that all figures are rounded to reflect appropriate levels of confidence. Table 8 Chairlift Kaolin Mineral Resource <45 µm. DOMAIN MT ISO B KAOLINITE + HALLOYSITE % Al2O3 % Fe2O3 % TiO2 % Chairlift CRM – Inferred 13.3 82.8 91 36.6 0.50 0.18 Chairlift HRM– Inferred 13.7 81.0 91 36.8 0.74 0.18 Total – Inferred 26.9 81.9 91 36.7 0.62 0.18 Note that all figures are rounded to reflect appropriate levels of confidence. 13 Refer ADN ASX announcement dated 15 July 2024 titled “Andromeda earns 51% interest in Eyre Kaolin Joint Venture. 14 Refer ADN ASX announcement dated 23 March 2022 titled “Maiden Tiger Kaolin Resource and Regional Rare Earth Element Potential”.” Operations review Exploration ANNUAL REPORT 2024 21 Kilometres 0 5 10 6,230,000m N 6,220,000m N 6,210,000m N 520,000m E 530,000m E 540,000m E 550,000m E Mt Hope 05 EL 6286 Mount Hope Kaolin Project Brimpton Lake Mount Hope Kapinnie Hall Bay FLINDERS HIGHWAY Mount Hope Kaolin Deposit Mt Hope Kaolin Project Kilometres 0 100 200 Port Lincoln Whyalla Port Augusta Port Pirie Tarcoola Roxby Downs Woomera Ceduna Streaky Bay Adelaide GREAT AUSTRALIAN BIGHT Inset S O U T H A U S T R A L I A Inset Highway Main road Road Railway Town Exploration licence Kaolin resource SOUTH AUSTRALIA MOUNT HOPE KAOLIN PROJECT Figure 10 Mount Hope licence area. Andromeda holds a 100% interest in the Mount Hope Kaolin Project, approximately 160 km southeast of GWP. Work undertaken by Andromeda defined significant areas of ultra-high bright white kaolin with exceptionally low iron contaminant levels. An Inferred Mineral Resource for Mount Hope of 18.0Mt of bright white kaolinised granite was subsequently estimated using an ISO B cut-off of 75, yielding 7.5Mt of minus 45 µm quality kaolin product. Table 9 Mount Hope Kaolin Mineral Resource (whole rock). DOMAIN Mt PSD <45µm KAOLINITE % HALLOYSITE % Main 12.8 40.95 33.6 0.9 Halloysite 1.6 39.13 25.6 6.7 Ultra-bright 3.7 44.37 38.0 0.7 Total 18.0 41.49 33.8 1.4 Note that all figures are rounded to reflect appropriate levels of confidence The Ultra-bright sub domain contains 1.6Mt of minus 45-micron material with an ISO B of 84.1 and the Halloysite sub domain contains 0.6Mt of minus 45 µm material comprised of 17.2% halloysite. Mount Hope Kaolin Project SOUTH AUSTRALIA Andromeda 100% Operations review Exploration Table 10 Mount Hope Kaolin Mineral Resource (in the <45μm). DOMAIN Mt ISO B KAOLINITE % HALLOYSITE % Al2O3 % Fe2O3 % TiO2 % Main 5.2 81.8 82.1 2.2 35.1 0.56 0.62 Halloysite 0.6 81.2 65.4 17.2 34.8 0.60 0.63 Ultra-bright 1.6 84.1 85.7 1.5 36.0 0.32 0.63 Total 7.5 82.2 81.4 3.3 35.3 0.51 0.62 Note that all figures are rounded to reflect appropriate levels of confidence. The Ultra-bright Domain is of extremely high purity, bright white kaolin with low halloysite levels. This makes it ideally suited to high-value markets in specialist coatings and polymers. ANDROMEDA METALS LIMITED 22 Moonta Copper Gold Project SOUTH AUSTRALIA Andromeda 0–25% The Moonta Copper-Gold Project falls near the southern end of the Olympic Copper- Gold Province in South Australia. The Olympic Copper-Gold Province is highly prospective for world class Iron Oxide Copper Gold (IOCG) deposits as exampled by Olympic Dam, Prominent Hill and Carrapateena Mines. In December 2023, Andromeda advised16 that it had entered into a Sale and Purchase Agreement via its wholly owned subsidiary PRL, for exploration licence EL5984 with EnviroCopper Ltd (ECL) and its wholly owned subsidiary Environmental Metals Recovery Pty Ltd (EMR). In January 2024, Andromeda announced that the sale and purchase had been completed and Andromeda had received; $50,000 in cash; 203,008 fully paid ordinary shares in ECL, grant of a royalty, equal to 10% of the operating cashflow derived from the Alford Project Area (limited to $15 million), a royalty equal to 10% of the operating cashflow derived from in respect of the Moonta Project Area (limited to $15 million). Andromeda will also be entitled to receive; $100,000 in cash or 101,504 fully paid ordinary shares in ECL following successful completion of a Site Environmental Lixiviant Test (SELT) within the Project Area being undertaken and, a further $150,000 in cash following granting of a Mining Lease within the Project Area. As previously described, the South Australian Department for Energy and Mines allows for two methods of transferring exploration tenure between companies: direct tenement transfer and a subdivision process. ECR’s preferred method would be through the subdivision process which would see a 75:25 split by area of the tenements between ECR and Andromeda. 15 Refer ADN ASX dated 23 April 2024 titled “Completion of Sale of Interest in Wudinna Gold Project”, Andromeda no longer holds any interest in any of the Wudinna Gold Project’s resources. Operations review Exploration Wudinna Gold Project SOUTH AUSTRALIA Andromeda 0–25% The Wudinna Gold Project (WGP) comprised of five tenements that total 1,832 km2 in the Central Gawler Ranges, South Australia. In October 2017, Andromeda, via wholly owned subsidiary Peninsula Resources Pty Ltd (PRL), entered into a farm-in and joint venture agreement (Farm-in) to progress the Wudinna Gold Project with Lady Alice Mines Pty Ltd (LAM). In March 2019, LAM was acquired by Cobra, a company listed on the London Stock Exchange. Under the Farm-in, LAM earned a 75% interest in the five tenements by expending $5million on exploration. In November 2023, Andromeda advised that it has entered into a Subdivision and Sale Agreement (Agreement) with Cobra Resources plc (Cobra) for the sale of the remaining 25% interest it held in the five tenements, for the consideration of $500,000 in cash and $1,000,000 in shares of Cobra. In April 2024, Andromeda confirmed15 the sale and purchase had been completed and Andromeda had received $500,000 in cash, and 52,010,000 Cobra shares. As at 30 June 2024, the tenement transfer process was yet to be completed, with the tenements still remaining 100% in PRL’s name. The South Australian Department for Energy and Mines allows for two methods of transferring exploration tenure between companies: direct tenement transfer and a subdivision process, each with their own benefits. The subdivision process which would see a 75:25 split by area of the tenements between LAM and Andromeda. 16 Refer ADN ASX dated 24 January 2024 titled “Completion of Sale of Moonta Copper Gold Project”, Andromeda no longer holds any interest in any of the Moonta Copper Project’s resources. ANNUAL REPORT 2024 23 Operations review DIVESTMENT OF NON-CORE PROJECTS Andromeda’s strategic focus remains on developing GWP and our portfolio of kaolin projects. In support of this, the Company made significant progress in divesting its gold and copper assets to reduce costs and assist in raising capital to support GWP’s funding needs. SALE OF DRUMMOND On 14 November 2023, the sale of the Drummond Epithermal Gold Project (via the sale of subsidiary Adelaide Exploration Pty Ltd) to Trigg Minerals Limited (Trigg) completed. The Company received $27,000 cash, a reimbursement of $7,500 in cash for the environmental bonds for the project and was allotted 29.5 million shares in Trigg as consideration for the sale and reimbursement of expenses related to the sale. The Company received $206,500 for the sale of the 29.5 million Trigg shares in June 2024. SALE OF WUDINNA On 15 November 2023, the Company announced that it had entered into a Subdivision and Sale Agreement for the sale of its remaining 25% interest in the Wudinna Gold Project to a subsidiary of Cobra Resources plc (Cobra) for the consideration of $500,000 in cash and $1,000,000 shares in Cobra. Corporate The sale completed in April 2024. The 52,010,000 Cobra Shares that were issued are subject to escrow until the earlier of: i) when Cobra (through its subsidiary) becomes the registered holder of the tenements applicable to the Wudinna Project (via tenement transfer or the subdivision process in the Mining Act); or ii) the date that is 12 months from the date of the issue of the Cobra Shares. Once the escrow ends, the Cobra Shares will be subject to standard orderly market provisions for a further 12 month period (where if the Company wanted to sell the Cobra Shares it would need to first notify Cobra and allow Cobra the opportunity to effect the sale via its brokers at market price). SALE OF MOONTA On 18 December 2023 the Company announced it had entered into an agreement with EnviroCopper Limited (ECL) and its wholly owned subsidiary Environmental Metals Recovery Pty Ltd (EMR) for the sale of the Moonta Project (EL 5984), via the subdivision process in the Mining Act, through the Company’s wholly owned subsidiary Peninsula Resources Pty Ltd (Peninsula). Figure 11 Moonta Copper Gold Project tenements. ANDROMEDA METALS LIMITED 24 At completion of the sale on 24 January 2024, Peninsula received: • $50,000 in cash • 203,008 shares in ECL • Grant of a royalty equal to 10% of the operating cashflow derived from the Alford Project Area, up to $15 million • Grant of a royalty equal to 10% of the operating cashflow derived from the Moonta Project Area, up to $15 million. Following successful completion of a Site Environmental Lixiviant Test (SELT) within the Project Area, Peninsula will be entitled (at its sole discretion to either: • $100,000 in cash; • 101,504 fully paid ordinary shares in ECL. Following the granting of a Mining Lease within the Project Area to ECL (or its related body corporate or nominee or assignee), Peninsula will be entitled to a further $150,000 in cash. CAPITAL STRUCTURE During the period, no shares were issued in the Company. On 3 February 2024, 262,500 ordinary shares subject to a voluntary escrow, were released from escrow. On 18 March 2024, 22,653,500 Performance Rights were issued to employees under the employee incentive scheme, in accordance with the long term incentive plan. A further 10,138,200 Performance Rights were offered to Mr Katsiouleris, under the employee incentive scheme, in accordance with the long term incentive plan, but subject to shareholder approval (which is to be sought at the 2024 Annual General Meeting). These Performance rights are subject to vesting conditions over a 3-year performance period. Mr Luke Anderson also received a once-off grant of 15 million Performance Rights on 31 July 2024 with vesting conditions linked to project development and commercial production at the Great White Project and a 3 year performance period, but these lapsed on his resignation. On 23 December 2023, 14,199,331 Performance Rights expired without exercise or conversion. 30 June 2024, 2,760,000 Performance Rights expired without exercise or conversion. BOARD AND MANAGEMENT CHANGES On 10 October 2023, James Marsh stepped down as a Director and remained in his executive sales in marketing role. On 17 November 2023, the Company undertook a review of its organisational structure following the strategic review of the Company’s corporate positioning and business strategy. As a result of that review a decision was made to consolidate roles and simplify the Company’s structure, to create a more sustainable business foundation. Consequently, James Marsh (Sales and Marketing) and Tim Anderson (Chief Commercial Officer) departed the Company. On 20 November 2023, Pascal Alexander-Bossy was appointed as Chief Financial Officer. Mr Alexander- Bossy is an experienced commodity and mining finance professional with extensive international and Australian cross-commodity and cross- product experience. On 2 February 2024, Ms Melissa Holzberger stepped down as an independent Non-executive Director of the Company, reflecting a change in her other board commitments. On 21 February 2024, Sue-Ann Higgins was appointed as an independent Non-executive Director of the Company. Ms Higgins is an experienced legal practitioner and company director, with diversified skills and global corporate experience, gained over 30 years of experience in executive and non- executive roles in the resources sector. On 31 July 2024 Robert (Bob) Katsiouleris stepped down as Manager Director and CEO and was replaced by Luke Anderson, who commenced as Managing Director and CEO on 1 August 2024. On 11 September 2024, Luke Anderson regrettably resigned for health reasons. Sarah Clarke, in addition to her roles as General Counsel and Company Secretary, was appointed as Acting CEO, until a suitable replacement can be found. At the same time, to provide greater support and day- to-day involvement by an Executive Chair with project funding and transactions experience, Mick Wilkes made the decision to stand down as Non-executive Chair and remain on the Board as a Non-executive Director, with the Board appointing Sue-Ann Higgins as Executive Chair. TAX REFUNDS On 28 July 2023, the Company received a refund of $1.2 million from the Australian Tax Office for the FY22 Income Tax Return. The refund is related to research & development incentives for activity conducted during the 2022 financial year. On 25 January 2024, the Company received payment of $3.1 million tax refund due to research and development incentives for activity conducted in the 2023 financial year from the Australian Taxation Office. ANNUAL REPORT 2024 25 Operations review Sustainability • All major approvals in place to commence construction • No environmental incidents • Full compliance with laws and regulations and permit conditions • Zero lost time Injuries • 25% of workforce are female, with 25% of Board and Executives females • Regular engagement with key stakeholders. Sustainability is an essential element of Andromeda’s activities. It is an investment in society as well as in our own future. We firmly believe that anchoring sustainable practices as part of our business strategy will lead to environmental, social and economic progress. Sustainability is therefore central to how we manage our business in terms of our planning for future operations and international trade of our products, but also our contribution to regional, national and international challenges, including climate change. We are committed to the highest standards of corporate governance, ethics and integrity. Sound governance is a cornerstone of our ability to create shared value. Andromeda is a mining company which is dedicated to responsible resource development and mining practices. Our focus is on the sustainable development of our operational and governance structures and systems and we strive to work collaboratively with all our stakeholders to be a supplier, partner and employer of choice. As we mature as a company, we aim to move towards the anticipated construction and eventual production, in a safe, ethical and sustainable way. We recognise the critical importance of sustainable practices in our operations and are committed to minimising the impact of our operations, reducing greenhouse gas emissions, supporting local communities, and ensuring ethical business conduct. We aim to do this through communicating and engaging with our stakeholders transparently and in a timely manner, regarding our efforts to create long- term value for all stakeholders while minimising any adverse effects on the environment and society. As the Company progresses the development of GWP, we have also been enhancing our governance and operational structures and systems. The solid governance foundations put in place during 2022 have supported growth in the Company’s size and capabilities, leading to an evolution during 2023 in the Company’s corporate positioning and business strategy. In FY24 Andromeda pleasingly had no lost time injuries, no environmental incidents, full compliance with laws and regulations; and continues to make progress in the gender diversity of our valued team. We are committed to continuous improvement and look forward to further strengthening our focus and expanding our commitments in ESG areas and creating sustainable value for all our stakeholders. When anticipated production commences, Andromeda is committed to implementing leading ESG reporting frameworks, including development of an implementation plan for reporting climate disclosures using the Task Force on Climate-Related Financial Disclosures (TCFD), the Taskforce on Nature-related Financial Disclosures (TNFD) framework; and the adoption of the International Sustainability Standards Board (ISSB) Sustainability Disclosure Standards. ANDROMEDA METALS LIMITED 26 GOVERNANCE FRAMEWORK Sound governance is a cornerstone of our ability to create shared value. We are devoted to the highest standards of corporate governance, ethics and integrity. Andromeda acknowledges the importance of committing to and establishing an integrated and consistent approach to reporting on Environmental, Social and Governance (ESG) factors and the impact our business has on the prosperity of people and the planet. This commitment has been adopted at the highest level within Andromeda. In 2022, our Board created a separate, dedicated Sustainability and Governance Committee to lead on all aspects of our governance, environmental and social sustainability. The Company is committed to responsible financial and business practices, and the highest standards of corporate governance, including the corporate governance guidelines and recommendations set out by the ASX Corporate Governance Principles and Recommendations (ASX Guidelines). Andromeda’s Corporate Governance Statement dated and approved by the Board on 26 September 2024 can be found at www.andromet.com.au/who- we-are/corporate-governance/, together with the ASX Appendix 4G, addressing the ASX Principles and Recommendations to disclosures in this statement and the current Annual Financial Report. Andromeda’s Sustainability and Governance Committee Charter, which is available under Our Charters on Andromeda’s website, formalises our governance structure and commitment. The Sustainability and Governance Committee Charter formalises Andromeda’s commitment to conducting business ethically and sustainably, taking into account the needs of current and future stakeholders and integrating sustainability considerations into all aspects of its decision making. We maintain a robust corporate governance structure, incorporating sustainability principles into our decision- making processes. Our Board of Directors oversees sustainability matters through regular updates, policy reviews, and audits. COMPANY POLICIES AND STANDARDS Andromeda will operate in accordance with a framework of internal company policies developed to ensure consistent and coordinated management of issues relating to the environment, its stakeholders and work health and safety. These will be continually reviewed and monitored in line with South Australian and Commonwealth law and the progression of the Project. The consistent application of policies and procedures will help prevent or resolve issues, such as claims of unfair dismissal, workplace health and safety prosecution, environmental or right of entry breaches, and discrimination claims. OUR MATERIAL TOPICS The United Nations Sustainable Development Goals (SDGs) are a principles-based approach and form part of the ‘Transforming our world: the 2030 Agenda’ for Sustainable Development’ adopted on September 25 2015, by the 193 United Nations Member States. The 17 SDGs aim to address some of the world’s pressing economic, social and environmental challenges and represent the world’s comprehensive plan of action for social inclusion, environmental sustainability and economic development. Through aligning our approach to sustainability with the UN SDGs, Andromeda has identified 11 of the 17 goals as specific targets. Within each goal we have selected specific indicators and have prioritized these in order to measure our impact in accordance with ‘Agenda 2030’. Operations review Sustainability ECONOMIC Responsible and equitable development, providing local and First Nations business and employment opportunities ENVIRONMENTAL Minimising impacts on the environment and assisting in the develoment of decarbonisation products and technologies GOVERNANCE Maintaining the highest standards in corporate governance and business ethics, aligned to leading standards and frameworks SOCIAL Actively supporting our stakeholders and employees, and contributing to the local communities in which we operate ANNUAL REPORT 2024 27 We have selected three pillars that we feel are most relevant to operating our business responsibly and where we can have the biggest impact. The material topics which have been identified as priority ESG areas are: ENVIRONMENT Emissions COMMUNITIES Community engagement OUR PEOPLE Health, safety, and wellbeing Our immediate priorities will be to focus on: • #3 Good health and well-being • #9 Industry, innovation, and infrastructure • #13 Climate change As we progress towards production we will begin to track and disclose positive and negative impacts of our operations against each indicator and goal, and identify the short-term, medium-term or long-term nature of indicator. ENVIRONMENT Climate change and our commitment to reduce GHG emissions Andromeda accepts the science of climate change. The result of human activity has seen a continued rise in concentration of greenhouse gas (GHG) emissions – which in turn has been a rise in average global temperatures. From this we continue to see an increase in catastrophic weather events resulting in natural disasters and we see a continual negative impact on the wellbeing of people and the planet. Andromeda accepts that the activities associated with minerals extraction, innovation of products through research and development and testing, can contribute to rising temperatures through GHG emissions. Andromeda believes there is a positive role to play in addressing climate change. As the Company evolves, it plans to continually adapt its operations and adopt contemporary, innovative mine design solutions to accommodate the reality of global warming and to transition towards a low-emissions future. Consequently, the Company is committed to reducing GHG emissions with the aspiration of achieving net zero emissions over time and will seek to develop an implementation plan for reporting climate disclosures using the Task Force on Climate-Related Financial Disclosures (TCFD) framework into the Company’s future Annual Reports. Greenhouse gas (GHG) emissions The National Greenhouse and Energy Reporting Act (NGER) and its associated regulations and guidelines govern the reporting of GHG emissions in Australia, providing mandatory reporting requirements, and uniform methods for measurement of emissions. The NGER requires yearly reporting of GHG emissions if individual facilities, and or total corporate emissions exceed the threshold values in Table 1. Table 11 NGER emissions reporting thresholds. CATEGORY FACILITY THRESHOLD CORPORATE THRESHOLD Scope 1 & 2 GHG emissions 25,000 t CO2-e/year 50,000 t CO2-e/year Energy consumption 100,000 GJ/year 200,000 GJ/year Energy production 100,000 GJ/year 200,000 GJ/year Operations review Sustainability ANDROMEDA METALS LIMITED 28 GWP’s estimated annual GHG emissions during the first full year of operations are set out in Table 12. Table 12 Estimated GWP Stage 1A+ Scope 1, 2 & 3 GHG emissions (tonnes). SCOPE 1 SOURCE ONE OFF EMISSIONS ANNUAL EMISSIONS SPECIFIC EMISSION UNITS t CO2-e t CO2-e t CO2-e/t PRODUCT Stationary combustion – gas 12153 0.122 Stationary combustion – diesel 2266 0.023 Transport combustion - diesel 404 0.004 Vegetation clearing 3240 0.000 Amortized once off carbon emissions 109 0.001 Total 3240 14932 0.149 SCOPE 2 SOURCE ONE OFF EMISSIONS ANNUAL EMISSIONS SPECIFIC EMISSION UNITS t CO2-e t CO2-e t CO2-e/t PRODUCT Land fill - yearly emissions 389 0.004 Total 389 0.004 SCOPE 3 SOURCE ONE OFF EMISSIONS ANNUAL EMISSIONS SPECIFIC EMISSION UNITS t CO2-e t CO2-e t CO2-e/t PRODUCT Freight product to port 10157 0.102 Sea freight to Europe 7137 0.071 Employee 238 0.002 Regular freight to site 1 0.000 Regular waste freight from site 27 0.000 Landfill emissions 20 0.000 Total 17580 0.176 Although annual reporting under the NGER is not required, given GHG emissions are below NGER’s Emissions Reporting Thresholds, Andromeda commits to reporting both Corporate and GWP actual Scope 1 & 2 GHG emissions as part of its annual reporting requirements following the commencement of planned construction. As shown in Table 12, the largest contributor to carbon emissions is due to gas being used to generate electricity to power processing operations and heat to dry processed kaolin product. In determining how to generate power and heat for GWP, an analysis conducted by engineering consultants, ammjohn PE Pty Ltd (ammjohn). The analysis evaluated several options which determined the most suitable option is through using micro-turbines to generate power and heat, with recovery of exhaust heat for use in the drying process. Financial modelling of the options above showed that the generation of electricity with gas fired turbines and the reheating of exhaust with gas fired burners for the purpose of drying processed product, delivered the lowest net present cost option. Mining approach and rehabilitation Andromeda is committed to operating in a safe and sustainable manner. Mining at GWP is planned to be undertaken utilising conventional open cut methods using open pit mining equipment for load and haul. No tailings storage facilities will be required as environmental rehabilitation will be undertaken progressively, as mining operations are completed in the various pit stages. Topsoil and other overburden material is planned to be placed into an out of pit adjacent landform will be contoured and revegetated. When sufficient capacity is available in the mined-out sections of the pit, overburden will be placed directly into the pit void. A detailed progressive rehabilitation plan was included in the Program for Environment Protection and Rehabilitation (PEPR), which was approved by South Australia’s Department for Energy and Mining in March 2023. Operations review Sustainability ANNUAL REPORT 2024 29 Water management Water is a valuable resource, particularly in the Eyre Peninsula. Consequently, Andromeda aims to have a high level of water stewardship to care for this vital resource. To minimise the impact on local water resources, over 90% of water used is planned to be recycled, through the installation of a reverse osmosis system to recycle processing water on site. The Company has continued to regularly engage with SA Water regarding its water requirements. The Company is confident it will have access to sufficient water resources, Andromeda fully supports the South Australian Government’s Water Security Response Plan. SOCIAL To fulfil our corporate aspiration to be considered as a supplier, partner and employer of choice, Andromeda is committed to effective, ongoing, and transparent consultation with all stakeholders, whether directly or indirectly. This includes the full range of stakeholder groups, including: Stakeholder engagement Andromeda is committed to building enduring relationships across all of its stakeholder groups, through mutual respect, active partnership, and a long-term commitment. Our approach to engaging with stakeholders is outlined as follows: INFORM: Provide balanced and objective information to assist understanding of issues, alternatives, opportunities, and solutions to those stakeholders who prefer information only. Operations review Sustainability CONSULT: Obtain stakeholder feedback on issues, alternatives, opportunities, and solutions, with those stakeholders who want their opinions heard. INVOLVE: Engagement with stakeholders who may have a higher level of expertise or insight on an issue and want to provide feedback, alternatives, opportunities, and solutions. COLLABORATE: A higher level of engagement, which establishes partnerships with stakeholders to develop alternatives and the identification of preferred solutions. EMPOWER: The highest level of community decision making, where decisions of the public are implemented. Figure 12, sourced from DEM Guideline MG31, encapsulates the International Association of Public Participation’s (IAP2) spectrum of public participation. Additionally, the Company has also committed to ensuring its engagement with stakeholders adheres to the six principles of engagement, as set out by the South Australian government’s “Better Together” framework (SA Government 2020), as follows: We know why we are engaging, and we communicate this clearly. 1. We know who to engage. 2. We know the background and history. 3. We begin early. 4. We are genuine. 5. We are creative, relevant and engaging. Customers Shareholders First Nations Government Employees Strategic partners Investors Landowners Regulators Contractors Suppliers Debt providers Local businesses Local councils Credit providers Community Industry bodies Figure 12 Spectrum of engagement (Source: DEM Guideline MG31). Inform Consult Involve Collaborate Empower Inform Low level of public engagement Mid level of public engagement High level of public engagement Involve Empower ANDROMEDA METALS LIMITED 30 Operations review COMMUNICATION APPROACHES A suite of communication approaches, tools and activities have been implemented to effectively engage with stakeholders (Table 13). The primary goals for these communication tools are to: • Identify community attitudes and expectations. • Provide various mechanisms for dissemination of information to the community. • Gather feedback from the community. • Register and document community feedback, concerns, or expectations from members of the community. • Analyse and promptly respond to community feedback or concerns. • Engagement with stakeholders during all the various phases of The Project is critical. These phases have been identified as: » Early development (exploration) phase » Feasibility including Mining Proposal » PEPR development and approval » Construction and commissioning » Operations » Decommissioning. STAKEHOLDER IDENTIFICATION AND ENGAGEMENT Stakeholders are noted as all those persons (individuals or groups) who have an interest in Andromeda, can have an influence on, or can be influenced by, it or its businesses. Stakeholder identification and analysis was originally undertaken during the development of the Community Engagement Plan and completed to provide the basis for consultation on The Project. The stakeholder mapping process for that phase of The Project lifecycle identified 14 stakeholder groups as having an interest in or influence on The Project. Stakeholder identification and groupings have been reviewed periodically. No additional stakeholder groups have become apparent during the development of the PEPR or from community drop-in days and focused stakeholder meetings. These meetings included meetings with First Nations and other Indigenous groups. Meetings involved discussions on business and employment opportunities during the planning and development stages of The Project and cultural heritage. A draft Cultural Heritage Management Plan was also provided to Wirangu No 2 Native Title Claimant Group in May 2022 and again in 2023. Table 13 Communication approaches, tools and activities. APPROACH PURPOSE AND APPLICATION Frequently asked questions (FAQ) Summary of responses available online and at community meetings in response to questions raised. The responses prepared by members of Andromeda’s team and its sub-contractors provide a clear reference and ensure consistency of information and message. Face-to-face meetings Provides an opportunity for all stakeholders to engage and discuss specific issues. Face to face meetings are an opportunity to build relationships based on trust, honest and open communication. Telephone Primary form of contact with stakeholders to respond to general enquiries and provide Project information. Community meetings Briefings An opportunity to present publicly precise and consistent Project information to interested stakeholders. Typically, there is a set agenda which can address specific areas of interest. Also used when significant information needs to be communicated to a wide section of the community and feedback, views or opinions are sought. Community drop-in days An opportunity for members of the community and interested persons to engage with a wide range of information of The Project and engage with team members to ask questions. Fact sheet Posters Provide landowners and interested stakeholders with information about specific stages of The Project, areas of interest, Project plans and status. Designed to ensure the messages being distributed to the community and stakeholders are consistent and based on fact. Information sheet Provide progress updates on The Project to the wider community and advertise upcoming events or milestones. Advertisement Used to advertise forthcoming community meetings or events. Website To communicate progress updates on The Project, achievements and Project milestones using the Andromeda website (www.andromet.com.au). Email Text messages Letters The Project team will communicate with stakeholders directly, responding to specific queries or matters which are uniquely relevant to specific stakeholders. ANNUAL REPORT 2024 31 Operations review ENVIRONMENTAL POLICY The aim of Andromeda’s Environmental Policy is to protect and conserve the existing environment within the Project and its surrounds, by minimising adverse environmental impacts resulting directly from the mine and enhancing the environment wherever possible. Andromeda works in conjunction with its employees, contractors and service providers to promote an environmentally aware culture that: • understands and is committed to the Environmental Policy • is committed to a high level of environmental standards in all areas of the mine • is inducted in, aware of, and committed to the individual environmental management plans that apply to the mine • considers the environmental impact of all business decisions before conducting potentially impactful activities. For its part, management will: • meet or exceed all relevant environmental laws, regulations and approval conditions • identify, monitor and manage environmental aspects of Andromeda’s business to maximise benefits and minimise adverse impacts, including pollution prevention • strive for excellence in environmental performance through setting goals in consultation with stakeholders • improve performance by undertaking appropriate environmental research and development, preferably utilising a partnership approach • ensure Andromeda’s environmental systems and procedures are appropriate to the nature and scale of Project activities and are fully integrated into the business • train and support employees and contractors to ensure Andromeda has the necessary skills and technology to meet or exceed our environmental performance expectations • develop, implement and continually improve work practices that enable Andromeda to identify, assess and manage environmental risks and opportunities • communicate, engage and build trust with communities, regulators and other stakeholders on Andromeda’s environmental performance • publicly report environmental performance on a regular basis • ensure that all employees, contractors and suppliers of goods and services that enter Company-managed sites are aware of the Environmental Policy and their obligations under it • provide adequate resources to implement and regularly review the Environmental Policy whilst taking into consideration evolving community expectations, technology, management practices, scientific knowledge and business structure. Andromeda commits to actively evaluating and reviewing its performance against these commitments to ensure both compliance and success. COMPLIANCE Andromeda is committed to ensuring compliance with environmental laws and minimising the environmental impacts of its exploration and operation of the GWP. No breaches have occurred or have been notified to any Government agencies during the year ending 30 June 2024. OUR PURPOSE AND VALUES Ecological and economic sustainability is the central driving force behind Andromeda’s purpose – sitting across all three business pillars. These are to grow industrial minerals, harvest critical metals sustainably and advance innovation through nanotechnologies. This purpose is to enrich the lives of people by improving the environment, creating prosperity for the planet, our stakeholders, the communities we work within. Our vision is to lead the world in the sustainable extraction and supply of superior quality industrial minerals and advancement of nanotechnologies. Our mission is to mine and process industrial minerals for supply to our global customer base by leveraging our unique natural resources and intellectual property. We will deliver on our vision and mission by designing our operations with the tenet of circular economy in mind – these are to eliminate waste production, circulate materials, and regenerate natural systems. ANDROMEDA METALS LIMITED 32 These tenets along with the careful selection of voluntary and mandatory reporting frameworks, Andromeda will now, moving forward, report on all material and non-material risks and opportunities arising from our business practices to demonstrate our commitment to ESG and sustainability. OUR CORE VALUES All staff at Andromeda are responsible for upholding and living out our values. It is through this alignment and commitment that will enable our Company to provide value to our shareholders and broader stakeholders. Integrity We strive to instil every decision with honesty and respect for all stakeholders, including colleagues, customers, and the communities we live and work in. Teamwork We are committed to our team environment where we embrace courage, perseverance, diversity, and inclusion. Every employee's contribution is valued. With the strength of our people, we can achieve more in a team, than alone. Innovation Through innovation we encourage our people to use their initiative to generate new ideas, seek continuous improvement, and constantly strive to exceed expectations. Quality Quality is the strength of our business which will drive long-term success. We take pride in providing our customers and stakeholders with outstanding and consistent quality and service. Operations review The safety and wellbeing of our employees and our communities is our first priority. Our values Innovation Teamwork Integrity Quality PEOPLE & CULTURE Gender and diversity Andromeda is committed to broadening workplace diversity to support enhanced decision making and better business outcomes. In FY24 we achieved 20% female representation at all levels across the workforce. The results show that Andromeda is on par with industry statistics19 overall. For FY24 the Board has adopted an ambitious target of 33% female employees participation across all levels of the Company. The measurable objectives for the Company in FY24, including targets and achievement status, are represented in the following table. Table 14 FY24 Measurable objectives on diversity targets FY24 Achievement as at 30 June 2022 Board At least 33% female members 25% Executives1 25% All other employees across workforce2 24% 1 Excludes Executive Directors. 2 Excludes Directors and Senior management. 19 According to the Workplace Gender Equality Agency (WEGA). ANNUAL REPORT 2024 33 Operations review Sustainability Indigenous peoples’ policy Andromeda recognises that its exploration and operations are conducted on land which was or is traditionally under the custodianship of Aboriginal and Torres Strait Islander peoples. Andromeda acknowledges the customs, traditions and language of Australia’s Indigenous Peoples and is committed to working with them to identify, protect and conserve evidence of the ancient and continuing occupation of Aboriginal and Torres Strait Islanders in Australia. The Indigenous Peoples Policy outlines Andromeda’s approach to fostering trusting, respectful and cooperative relationships with Aboriginal and Torres Strait Islander peoples, and promotes listening, communicating and negotiating with Indigenous peoples with respect, having regard for diverse views and perspectives. The policy also outlines minimum requirements in regard to providing cultural awareness training, Indigenous procurement and for the Board to consider opportunities for mutual benefit. Health and safety policy The Health and Safety Policy defines Andromeda’s commitment to providing a healthy and safe workplace whilst striving to achieve an injury free work environment for all personnel. The policy applies to all employees and contractors and requires all to act in accordance with Andromeda’s policies and procedures. The Health and Safety Policy outlines responsibilities and minimum requirements in regard to work activities, the HSEC Management System, safe working environments and outlines Andromeda’s Duty of Care in regard to the workplace. Community engagement policy Andromeda is committed to engaging effectively with the community and stakeholders to strengthen relationships and facilitate transparent decision making. Additionally, Andromeda is committed to employing local, engaging with local businesses and purchases local products and services wherever possible. These commitments aim to ensure that all projects explore and deliver effective community engagement activities which are consistent, respectful, planned, coordinated, accessible and inclusive. Andromeda will aim to identify community and stakeholder interests, issues and concerns early, and to address these matters during exploration, project development, approvals process and operation. ANDROMEDA METALS LIMITED 34 Resources and Reserves as at 30 June 2024 Operations review Andromeda’s Mineral Resource and Ore Reserve estimates as at 30 June 2023 and 30 June 2024 are tabled below. The Mineral Resource estimates are reported inclusive of Ore Reserve estimates. The totals and average of some reports may appear inconsistent with the parts, but this is due to rounding of values to levels of reporting precision commensurate with the confidence in the respective estimates. The statements for the 30 June 2024 estimates by the Competent Person, as defined under the 2012 Edition of the ‘Australasian Code for reporting Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code), are included on page 37 of this Annual Report. Andromeda’s public reporting governance for Mineral Resources and Ore Reserves estimates includes a chain of assurance measures. Andromeda ensures that the Competent Persons responsible for public reporting: • are current members of a professional organisation that is recognised in the JORC Code framework; • have sufficient mining industry experience that is relevant to the style of mineralisation and reporting activity, to be considered a Competent Person as defined in the JORC Code; • have provided Andromeda with a written sign-off on the results and estimates that are reported, stating that the report agrees with supporting documentation regarding the results or estimates prepared by each Competent Person; and • have prepared or evaluated supporting documentation for results and estimates to a level consistent with normal industry practices – which for JORC Code 2012 resources includes Table 1 Checklists for any results and/or estimates reported. The following tables set out the current Resource and Reserve position for the Company. Table of Resources – Clay, whole rock CLAY, WHOLE ROCK MEASURED RESOURCE INDICATED RESOURCE INFERRED RESOURCE TOTAL RESOURCES 2023 ANDROMEDA INTEREST (%) TONNES (Mt) RECOVERY <45µm FRACTION (%) KAOLINITE (%) HALLOYSITE (%) TONNES (Mt) RECOVERY <45µm FRACTION KAOLINITE (%) HALLOYSITE (%) TONNES (Mt) RECOVERY <45µm FRACTION (%) KAOLINITE (%) HALLOYSITE (%) TONNES (Mt) RECOVERY <45µm FRACTION (%) KAOLINITE (%) HALLOYSITE (%) Great White1,2,3 100 5.7 50.2 39.5 6.9 14.2 51.1 42 5.0 14.7 49.3 40.3 4.9 34.6 50.2 40.9 5.3 Hammerhead1,3,4 100 - - - - - - - - 51.5 52.6 42.7 6.5 51.5 52.6 42.7 6.5 Tiger5 100 - - - - 12.1 59.9 56.7 - - - - - 12.1 59.9 56.7 - Mount Hope1,3,6 100 - - - - - - - - 18.0 41.5 33.8 1.4 18.0 41.5 33.8 1.4 Total (100%)1 5.7 50.2 39.5 6.9 26.3 55.1 48.8 2.7 84.2 49.7 40.4 5.1 116.2 50.9 42.2 4.7 Total 2023 (Andromeda share)1 5.7 50.2 39.5 6.9 26.3 55.1 48.8 2.7 67.7 49.1 39.9 4.9 116.2 50.9 42.2 4.7 2024 ANDROMEDA INTEREST (%) TONNES (Mt) RECOVERY <45µm FRACTION (%) KAOLINITE (%) HALLOYSITE (%) TONNES (Mt) RECOVERY <45µm FRACTION (%) KAOLINITE (%) HALLOYSITE (%) TONNES (Mt) RECOVERY <45µm FRACTION (%) KAOLINITE (%) HALLOYSITE (%) TONNES (Mt) RECOVERY <45µm FRACTION (%) KAOLINITE (%) HALLOYSITE (%) Great White1,2,3 100 5.7 50.2 39.5 6.9 14.2 51.1 42 5.0 14.7 49.3 40.3 4.9 34.6 50.2 40.9 5.3 Hammerhead1,3,4 100 - - - - - - - - 51.5 52.6 42.7 6.5 51.5 52.6 42.7 6.5 Tiger5 100 - - - - 12.1 59.9 56.7 - - - - - 12.1 59.9 56.7 - Chairlift7 0 - - - - - - - - 53.5 50.4 46.0 - 53.5 50.4 46.0 - Mount Hope1,3,6 100 - - - - - - - - 18.0 41.5 33.8 1.4 18.0 41.5 33.8 1.4 Total (100%)1 5.7 50.2 39.5 6.9 26.3 55.1 48.8 2.7 137.7 49.9 42.6 3.1 169.7 50.8 43.4 3.2 Total 2024 (Andromeda share)1 5.7 50.2 39.5 6.9 26.3 55.1 48.8 2.7 84.2 49.7 40.4 5.1 116.2 50.9 42.2 4.7 ANNUAL REPORT 2024 35 Operations review Resources and Reserves Table of Resources – Clay <45µm CLAY <45µm MEASURED RESOURCE INDICATED RESOURCE INFERRED RESOURCE TOTAL RESOURCES 2023 ANDROMEDA INTEREST (%) TONNES (Mt) BRIGHTNESS (R47) KAOLINITE (%) HALLOYSITE (%) TONNES (Mt) BRIGHTNESS (R47) KAOLINITE (%) HALLOYSITE (%) TONNES (Mt) BRIGHTNESS (R47) KAOLINITE (%) HALLOYSITE (%) TONNES (Mt) BRIGHTNESS (R47) KAOLINITE (%) HALLOYSITE (%) Great White1,2,3 100 2.9 83.9 78.8 13.8 7.3 82.8 82.3 9.9 7.2 83.3 81.7 9.9 17.4 83.2 81.5 10.5 Hammerhead1,3,4 100 - - - - - - - - 27.1 82.2 81.0 12.3 27.1 82.2 81.0 12.3 Tiger5 100 - - - - 7.2 83.1 94.7 - - - - - 7.2 83.1 94.7 - Mount Hope1,3,6 100 - - - - - - - - 7.5 82.2 81.4 3.3 7.5 82.2 81.4 3.3 Total (100%)1 2.9 83.9 78.8 13.8 14.5 82.9 88.5 5.0 41.8 82.4 81.2 10.3 59.2 82.6 82.9 9.1 Total 2023 (Andromeda share)1 2.9 83.9 78.8 13.8 14.5 82.9 88.5 5.0 41.8 82.4 81.3 9.9 59.2 82.6 82.9 9.1 2024 ANDROMEDA INTEREST (%) TONNES (Mt) BRIGHTNESS (R47) KAOLINITE (%) HALLOYSITE (%) TONNES (Mt) BRIGHTNESS (R47) KAOLINITE (%) HALLOYSITE (%) TONNES (Mt) BRIGHTNESS (R47) KAOLINITE (%) HALLOYSITE (%) TONNES (Mt) BRIGHTNESS (R47) KAOLINITE (%) HALLOYSITE (%) Great White1,2,3 100 2.9 83.9 78.8 13.8 7.3 82.8 82.3 9.9 7.2 83.3 81.7 9.9 17.4 83.2 81.5 10.5 Hammerhead1,3,4 100 27.1 82.2 81.0 12.3 27.1 82.2 81.0 12.3 Tiger5 100 7.2 83.1 94.7 7.2 83.1 94.7 Chairlift7 26.9 81.9 91.0 26.9 81.9 91.0 Mount Hope1,3,6 100 7.5 82.2 81.4 3.3 7.5 82.2 81.4 3.3 Total (100%)1 2.9 83.9 78.8 13.8 14.5 82.9 88.5 5.0 68.7 82.2 85 6.2 86.1 82.3 85.4 6.3 Total 2024 (Andromeda share)1 2.9 83.9 78.8 13.8 14.5 82.9 88.5 5.0 41.8 82.4 81.2 10.3 59.2 82.4 82.9 9.1 Table of Resources – Clay <45µm continued CLAY < 45µm (CONT.) MEASURED RESOURCE INDICATED RESOURCE INFERRED RESOURCE TOTAL RESOURCES 2023 ANDROMEDA INTEREST (%) TONNES (MT) Al2O3 (%) Fe2O3 (%) TiO2 (%) TONNES (MT) Al2O3 (%) Fe2O3 (%) TiO2 (%) TONNES (MT) Al2O3 (%) Fe2O3 (%) TiO2 (%) TONNES (MT) Al2O3 (%) Fe2O3 (%) TiO2 (%) Great White1,2,3 100 2.9 36.7 0.52 0.32 7.3 36.6 0.51 0.5 7.2 36.4 0.51 0.45 17.4 36.5 0.51 0.45 Hammerhead1,3,4 100 - - - - - - - - 27.1 37.0 0.63 0.71 27.1 37.0 0.63 0.71 Tiger5 100 - - - - 7.2 37.2 0.81 0.61 - - - - 7.2 37.2 0.81 0.61 Mount Hope1,3,6 100 - - - - - - - - 7.5 35.3 0.51 0.62 7.5 35.3 0.51 0.62 Total (100%)1 2.9 36.7 0.52 0.32 14.5 36.9 0.70 0.6 41.8 36.6 0.60 0.7 59.2 36.7 0.60 0.60 Total 2023 (Andromeda share)1 2.9 36.7 0.52 0.32 14.5 36.9 0.70 0.6 41.8 36.5 0.60 0.7 59.2 36.7 0.60 0.60 2024 ANDROMEDA INTEREST (%) TONNES (MT) Al2O3 (%) Fe2O3 (%) TiO2 (%) TONNES (MT) Al2O3 (%) Fe2O3 (%) TiO2 (%) TONNES (MT) Al2O3 (%) Fe2O3 (%) TiO2 (%) TONNES (MT) Al2O3 (%) Fe2O3 (%) TiO2 (%) Great White1,2,3 100 2.9 36.7 0.52 0.32 7.3 36.6 0.51 0.5 7.2 36.4 0.51 0.45 17.4 36.5 0.51 0.45 Hammerhead1,3,4 100 - - - - - - - - 27.1 37.0 0.63 0.71 27.1 37.0 0.63 0.71 Tiger5 100 - - - - 7.2 37.2 0.81 0.61 - - - - 7.2 37.2 0.81 0.61 Chairlift7 - - - - - - - - 26.9 36.7 0.62 0.18 26.9 36.7 0.62 0.18 Mount Hope1,3,6 100 - - - - - - - - 7.5 35.3 0.51 0.62 7.5 35.3 0.51 0.62 Total (100%)1 2.9 36.7 0.52 0.32 14.5 36.9 0.70 0.6 68.7 36.6 0.60 0.47 86.1 36.7 0.61 0.48 Total 2024 (Andromeda share)1 2.9 36.7 0.52 0.32 14.5 36.9 0.70 0.6 41.8 36.6 0.59 0.65 59.2 36.7 0.60 0.61 Table of Resources – Gold GOLD INDICATED RESOURCE INFERRED RESOURCE TOTAL RESOURCES 2023 ANDROMEDA INTEREST (%) TONNES (Mt) Au (g/t) Au (oz) TONNES (Mt) Au (g/t) Au (oz) TONNES (mt) Au (g/t) Au (oz) Barns1,9,10 25 0.44 1.3 18,000 2.19 1.6 116,000 2.63 1.5 134,000 Baggy Green1,9,10 25 - - - 2.12 1.4 96,000 2.12 1.4 96,000 Clarke1,8,9 25 - - - 0.73 1.4 33,000 0.73 1.4 33,000 White Tank1,9,10 25 - - - 0.28 1.5 16,000 0.28 1.5 16,000 Total (100%)1 0.44 1.3 18,000 5.37 1.5 261,000 5.81 1.5 279,000 Total 2023 (Andromeda share)1 0.11 1.3 4,000 1.34 1.5 65,000 1.45 1.5 69,000 2024 ANDROMEDA INTEREST (%) TONNES (Mt) Au (g/t) Au (oz) TONNES (Mt) Au (g/t) Au (oz) TONNES (mt) Au (g/t) Au (oz) Barns1,8,9 0 100% of Wudinna gold resources sold to Cobra12 Baggy Green1,8,9 0 Clarke1,8,9 0 White Tank1,8,9 0 Total (100%)1 Total 2024 (Andromeda share)1 ANDROMEDA METALS LIMITED 36 Operations review Resources and Reserves Table of Resources – Rare Earth Oxides RARE EARTH OXIDES INFERRED RESOURCE TOTAL RESOURCES 2023 ANDROMEDA INTEREST (%) TONNES (Mt) TREO (ppm) MREO (ppm) LREO (ppm) HREO (ppm) TONNES (Mt) TREO (ppm) MREO (ppm) LREO (ppm) HREO (ppm) Baggy Green1,9,11 25 15.1 652 142 512 140 15.1 652 142 511 141 Clarke1,9,11 25 26.5 725 175 571 154 26.5 725 175 571 154 Total (100%) 25 41.6 699 163 549 149 41.6 699 163 549 149 Total 2023 (Andromeda share) 10.4 699 163 549 149 10.4 699 163 549 149 2023 ANDROMEDA INTEREST (%) TONNES (Mt) TREO (ppm) MREO (ppm) LREO (ppm) HREO (ppm) TONNES (Mt) TREO (ppm) MREO (ppm) LREO (ppm) HREO (ppm) Baggy Green1,9,11 0 100% of Wudinna REO resources sold to Cobra12 Clarke1,9,11 0 Total (100%) 0 Total 2024 (Andromeda share)1 REE – Rare earth elements REO – Rare earth oxides MREO – Magnet rare earth oxides (dysprosium + terbium + praseodymium, neodymium) TREO – Total rare earth oxides plus yttrium TREO-Ce – Total rare earth oxides plus yttrium and minus cerium Table of Resources – Rare Earth Oxides (continued) RARE EARTH OXIDES INFERRED RESOURCE TOTAL RESOURCES 2023 ANDROMEDA INTEREST (%) TONNES (Mt) Pr6O11 (ppm) Nd2O3 (ppm) Dy2O3 (ppm) Tb4O7 (ppm) TONNES (Mt) Pr6O11 (ppm) Nd2O3 (ppm) Dy2O3 (ppm) Tb4O7 (ppm) Baggy Green1,9,11 25 15.1 29 97 14 2 15.1 29 97 14 2 Clarke1,9,11 25 26.5 35 122 16 3 26.5 35 122 16 3 Total (100%) 25 41.6 33 113 15 3 41.6 33 113 15 3 Total 2023 (Andromeda share)1 10.4 33 113 15 3 10.4 33 113 15 3 2024 ANDROMEDA INTEREST (%) TONNES (Mt) Pr6O11 (ppm) Nd2O3 (ppm) Dy2O3 (ppm) Tb4O7 (ppm) TONNES (Mt) Pr6O11 (ppm) Nd2O3 (ppm) Dy2O3 (ppm) Tb4O7 (ppm) Baggy Green1,9,11 0 100% of Wudinna REO resources sold to Cobra12 Clarke1,9,11 0 Total (100%)1 0 Total 2024 (Andromeda share)1 Table of Resources – Copper (in situ recovery) COPPER (IN SITU RECOVERY) INFERRED RESOURCE TOTAL RESOURCES 2023 ANDROMEDA INTEREST (%) TONNES (Mt) Cu (%) Cu (Kt) Au (g/t) Au (Koz) TONNES (Mt) Cu (%) Cu (Kt) Au (g/t) Au (Koz) Wombat1,12,13,14 100 46.5 0.17 80 - - 46.5 0.17 80 - - Bruce1,12,13,14 100 11.8 0.19 22 - - 11.8 0.19 22 - - Larwood1,12,13,14 100 7.8 0.15 12 0.04 10 7.8 0.15 12 0.04 10 Total (100%)1 66.1 0.17 114 - 10 66.1 0.17 114 - 10 Total 2023 (Andromeda share)1 66.1 0.17 114 - 10 66.1 0.17 114 - 10 2024 ANDROMEDA INTEREST (%) TONNES (Mt) Cu (%) Cu (Kt) Au (g/t) Au (Koz) TONNES (Mt) Cu (%) Cu (Kt) Au (g/t) Au (Koz) Wombat1,12,13,14 100 100% of Moonta copper and gold resources sold to ECR16 Bruce1,12,13,14 100 Larwood1,12,13,14 100 Total (100%)1 Total 2024 (Andromeda share)1 ANNUAL REPORT 2024 37 Operations review Resources and Reserves Table of Reserves – Great White Deposit PROVED RESERVE 2023 ANDROMEDA INTEREST (%) TONNES (Mt) PRM YIELD (%) CRM YIELD (%) TOTAL YIELD (%) HALLOYSITE (%) BRIGHTNESS (R457) Fe2O3 (%) Great White PRM1,17,18 100 0.4 27 18 45 3 87 0.3 Great White CRM1,17,18 100 4.8 - 45 45 15 84 0.5 Total (100%)1,17,18 5.2 - - 45 14 84 0.5 Total 2023 (Andromeda share)1 5.2 - - 45 14 84 0.5 2024 ANDROMEDA INTEREST (%) TONNES (Mt) PRM YIELD (%) CRM YIELD (%) TOTAL YIELD (%) HALLOYSITE (%) BRIGHTNESS (R457) Fe2O3 (%) Great White PRM1,17,18 100 0.4 27 18 45 3 87 0.3 Great White CRM1,17,18 100 4.8 - 45 45 15 84 0.5 Total (100%)1,17,18 5.2 - - 45 14 84 0.5 Total 2024 (Andromeda share)1 5.2 - - 45 14 84 0.5 PROBABLE RESERVE 2023 ANDROMEDA INTEREST (%) TONNES (Mt) PRM YIELD (%) CRM YIELD (%) TOTAL YIELD (%) HALLOYSITE (%) BRIGHTNESS (R457) Fe2O3 (%) Great White PRM1,17,18 100 1.1 24 16 40 1 87 0.3 Great White CRM1,17,18 100 8.9 - - 46 11 83 0.5 Total (100%)1,17,18 10.0 - - 45 10 83 0.5 Total 2023 (Andromeda share)1 10.0 - - 45 10 83 0.5 2024 ANDROMEDA INTEREST (%) TONNES (Mt) PRM YIELD (%) CRM YIELD (%) TOTAL YIELD (%) HALLOYSITE (%) BRIGHTNESS (R457) Fe2O3 (%) Great White PRM1,17,18 100 1.1 24 16 40 1 87 0.3 Great White CRM1,17,18 100 8.9 - 46 46 11 83 0.5 Total (100%)1,17,18 10.0 - - 45 10 83 0.5 Total 2024 (Andromeda share)1 10.0 - - 45 10 83 0.5 TOTAL RESERVE 2023 ANDROMEDA INTEREST (%) TONNES (Mt) PRM YIELD (%) CRM YIELD (%) TOTAL YIELD (%) HALLOYSITE (%) BRIGHTNESS (R457) Fe2O3 (%) Great White PRM1,17,18 100 1.5 25 17 41 2 87 0.3 Great White CRM1,17,18 100 13.7 - 46 46 12 83 0.5 Total (100%)1,17,18 15.1 - - 46 11 84 0.5 Total 2023 (Andromeda share)1 15.1 - - 46 11 84 0.5 2024 ANDROMEDA INTEREST (%) TONNES (Mt) PRM YIELD (%) CRM YIELD (%) TOTAL YIELD (%) HALLOYSITE (%) BRIGHTNESS (R457) Fe2O3 (%) Great White PRM1,17,18 100 1.5 25 17 41 2 87 0.3 Great White CRM1,17,18 100 13.7 - 46 46 12 83 0.5 Total (100%)1,17,18 15.1 - - 46 11 84 0.5 Total 2024 (Andromeda share)1 15.1 - - 46 11 84 0.5 1 Figures are rounded to reflect appropriate levels of confidence. Apparent differences may occur due to rounding. 2 ASX release dated 26 November 2020 “Updated mineral resource for the Great White Kaolin JV Deposit”. 3 ISO brightness (R457) cut-off of at 75 in the <45µm size fraction. 4 ASX release dated 29 September 2020” New mineral resource estimate for Hammerhead Halloysite-Kaolin Deposit”. 5 ASX release dated 23 March 2022 “Maiden Tiger Kaolin Resource and Regional Rare Earth Element Potential”. 6 ASX release dated 11 August 2020 “New mineral resource for the Mount Hope Kaolin Project”. 7 ASX release dated 16 November 2023 "Chairlift Kaolin Deposit Mineral Resource Estimate". 8 ASX release dated 8 May 2019 “Increased ounces in updated Wudinna Gold Project Mineral Resource”. 9 Cobra Resources PLC LSE announcement released 7 September 2023, “Rare Earth and Gold Resource Upgrades”. 10 The Wudinna Gold Project Mineral Resources estimates have been reported above a 0.5 g/t gold cut to reflect extraction by open pit mining. 11 REE Mineral Resource reported above a cut-off grade of 320 ppm TREO-CeO2 to reflect extraction by open pit mining. 12 ASX release dated 23 April 2024 “Completion of Sale of Interest in Wudinna Gold Project”. 13 ASX release dated 15 August 2019 “Substantial initial copper resource – Moonta Project, inferred ISR copper resource of 114,000 tonnes contained copper”. 14 Figures are rounded to reflect appropriate levels of confidence. Apparent differences may occur due to rounding. 15 Environmental Copper Recovery Pty Ltd earning a 75% interest. 16 ASX release dated 24 January 2024 “Completion of Sale of Moonta Copper Gold Project”. 17 2022 Ore Reserve used in Definitive Feasibility Study released in April 2022 (refer ADN ASX announcement dated 16 April 2022 titled “Definitive Feasibility Study and Updated Ore Reserve”). 18 Ore Reserves have been reported from Measured and Indicated Resources only. ANDROMEDA METALS LIMITED 38 Operations review ALL RESOURCES All Resources Information in that relates to all Mineral Resource Estimates are based on, and fairly represent, information and supporting documentation evaluated by Mr Eric Whittaker who is a Member of the Australasian Institute of Mining and Metallurgy (MAusIMM). Mr Whittaker approves the Mineral Resource Estimates. Mr Whittaker is the Chief Geologist of Andromeda Metals Limited and has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”). Mr Whittaker has 30 years of experience in the mining industry. Mr Whittaker consents to the information in the form and context in which it appears. Mr Whittaker holds Performance Rights in the Company and is entitled to participate in Andromeda’s employee incentive plan. GREAT WHITE ORE RESERVES The data in this report that relates to Mineral Reserve Estimates for the Great White Deposit is based on, and fairly represent, information and supporting documentation evaluated by Mr John Millbank who is a Member of the Australasian Institute of Mining and Metallurgy (MAusIMM). Mr MIllbank approves the Mineral Reserve Estimates for the Great White Deposit. Mr Millbank is the Director of Proactive Mining Solutions Pty Ltd, an independent mining consultancy, and has sufficient experience relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he is undertaking, to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”). Mr Millbank consents to the information contained in this report being used in the form and context in which it appears. Neither Mr Millbank, or any of the entities he directly controls, have any financial interests in Andromeda Metals Ltd or any of its subsidiaries. Competent person statements ANNUAL REPORT 2024 39 Schedule of tenements as at 30 June 2024 PROJECT TENEMENT TENEMENT NAME AREA (km2) REGISTERED HOLDER OR APPLICANT NATURE OF COMPANY’S INTEREST (%) SOUTH AUSTRALIA Great White Kaolin Project ML 6532 Great White 319 ha Andromeda Industrial Minerals Pty Ltd1 AIM 100% MPL 163 Water Pipeline MPL 78 ha Andromeda Industrial Minerals Pty Ltd AIM 100% MPL 164 Access Road MPL 13 ha Andromeda Industrial Minerals Pty Ltd AIM 100% EL 6588 Tootla 372 Andromeda Industrial Minerals Pty Ltd and Great Southern Kaolin Pty Ltd2 AIM 75% GSK 25% EL 6202 Mt Hall 147 Andromeda Industrial Minerals Pty Ltd and Great Southern Kaolin Pty Ltd AIM 75% GSK 25% EL 6426 Mt Cooper 648 Andromeda Industrial Minerals Pty Ltd and Great Southern Kaolin Pty Ltd AIM 75% GSK 25% Eyre Kaolin Project EL 6663 Aspen 976 Peninsula Exploration Pty Ltd AIM 0% Peninsula 100% EL 6664 Whistler 452 Peninsula Exploration Pty Ltd AIM 0% Peninsula 100% EL 6665 Hotham 875 Peninsula Exploration Pty Ltd AIM 0% Peninsula 100% EL 6666 Thredbo 496 Peninsula Exploration Pty Ltd AIM 0% Peninsula 100% Mt Hope Kaolin Project EL 6286 Mt Hope 227 Andromeda Industrial Minerals NZ Pty Ltd4 100% Wudinna Gold Joint Venture EL 6317 Pinkawillinie 156 Peninsula Resources Pty Ltd5,6 PRL 0% LAM 100% EL 6131 Corrobinnie 1303 Peninsula Resources Pty Ltd PRL 0% LAM 100% EL 6489 Wudinna Hill 42 Peninsula Resources Pty Ltd PRL 0% LAM 100% EL 5953 Minnipa 184 Peninsula Resources Pty Ltd PRL 0% LAM 100% EL 6001 Waddikee Rocks 147 Peninsula Resources Pty Ltd PRL 0% LAM 100% Moonta Copper Gold Project4 EL 5984 Moonta- Wallaroo 713 Peninsula Resources Pty Ltd7 100% EL 5984 Moonta Porphyry JV 106 Peninsula Resources Pty Ltd 90% – option to acquire 100% from AIC Mines Ltd Operations review ANDROMEDA METALS LIMITED 40 PROJECT TENEMENT TENEMENT NAME AREA (km2) REGISTERED HOLDER OR APPLICANT NATURE OF COMPANY’S INTEREST (%) WESTERN AUSTRALIA Dundas Project E 63/2089 Circle Valley 29 Mylo Gold Pty Ltd8 100% 1 Andromeda Industrial Minerals Pty Ltd (AIM), (incorporated 9 August 2018) is a wholly owned subsidiary of Andromeda Metals Ltd. 2 Great Southern Kaolin Pty Ltd (GSK) is a wholly owned subsidiary of Andromeda Metals Ltd. On 26 July 2024, the 25% share held by GSK was to transferred to AIM, resulting in AIM’s interest increasing to 100%. 3 Subsequent to the quarter, Andromeda Industrial Minerals Pty Ltd earned a 51% interest in the Eyre Kaolin Project under a farm in agreement with Peninsula Exploration Pty Ltd (Peninsula), in which it can earn a further 29% (for a total of 80%). 4 Andromeda Industrial Minerals NZ Pty Ltd is a wholly owned subsidiary of Andromeda Metals Ltd. 5 Peninsula Resources Pty Ltd (PRL), (incorporated 18 May 2007) is a wholly owned subsidiary of Andromeda Metals Ltd. 6 PRL remains the registered holder of these tenements whilst the subdivision or transfer is being effected – if subdivided PRL will retain some of the area of these tenements refer ADN ASX announcement dated 23 April 2024 titled Completion of Sale of Interest in Wudinna Gold Project. 7 PRL remains the registered holder of EL 5984 whilst the subdivision or transfer of this tenement is being effected – if subdivided PRL will retain some of the area of this tenement – refer to ADN ASX announcement dated 24 January 2024 titled Completion of Sale of Moonta Copper Gold Project. 8 Mylo Gold Pty Ltd (acquired 21 December 2017) is a wholly owned subsidiary of Andromeda Metals Ltd. ANNUAL REPORT 2024 41 Directors' report DIRECTORS’ REPORT CONTENTS Directors and key management personnel 43 Operating and financial review 48 Remuneration report 50 Auditor’s independence declaration 67 Financial report 68 Consolidated statement of profit or loss and other comprehensive income 68 Consolidated statement of financial position 69 Consolidated statement of changes in equity 70 Consolidated statement of cash flows 71 Notes to the financial statements 73 Consolidated entity disclosure statement 104 Directors’ declaration 105 Independent auditors report 106 Shareholder information 111 Glossary 112 ANDROMEDA METALS LIMITED 42 Directors' report The Directors present this Directors’ Report and the attached annual financial report of Andromeda Metals Limited for the financial year ended 30 June 2024. DIRECTORS AND KEY MANAGEMENT PERSONNEL The names and details of the Directors and Key Management Personnel of the Company during the financial year are: Michael Wilkes BEng(Hons), MBA, MAusIMM, MAICD Independent Non-executive Director Mick is an experienced mining executive and company director with more than 35 years of broad international mining experience coupled with a successful track record of leading the development and operation of greenfield mines. Most recently in his executive career, Mick was the President and CEO of dual listed (ASX and TSX) OceanaGold Corporation (ASX: OCG) from 2011 to 2020 where he led the transformation from a single asset junior company to a multinational mid-tier producer with four operations across three countries. In previous roles he was the Executive General Manager of Operations at OZ Minerals responsible for the development of the Prominent Hill copper/gold project in South Australia and General Manager of the Sepon gold/copper project for Oxiana based in Laos. Mick is currently a Non-executive Chair of Kingston Resources Limited (ASX: KSN), been appointed as Non-executive Director of Genesis Minerals Ltd. Sue-Ann Higgins LLB (Hons), BA, GradDip Company Secretarial Practice, GradDip Applied Finance and Investment (Appointed 21 February 2024) Executive Chair Sue-Ann is an experienced legal practitioner and company director, with diversified skills and global corporate experience, gained over 30 years of experience in executive and non-executive roles in the resources sector. Her extensive experience covers strategy development and implementation; capital management; risk management; and human resources management. Sue-Ann has management experience of major transactions, including due diligence, transaction and document negotiation, management of mergers and acquisitions, IPOs, asset sales and divestments, capital raisings and joint ventures. Sue-Ann has held senior legal and commercial roles with various listed entities, including ARCO Coal Australia Inc, WMC Resources Ltd, Oxiana Limited, Citadel Resources Ltd and is currently an Executive Director of Metal Bank Limited (ASX:MBK). ANNUAL REPORT 2024 43 Austen Perrin B. Econ. (Acc.), CA, GAICD Independent Non-executive Director Austen Perrin has had significant experience in developing capital management strategies and financing solutions to support corporate objectives including development of key infrastructure and transport projects and underground coal mines. He has a breadth of experience gained in a variety of industries including transport and logistics, ports, road and rail infrastructure, coal, copper and gold mining, unconventional shale gas, mining services, oil, gas and water pipeline construction, general building construction and insurance. Austen Perrin is currently a non-executive director with AJ Lucas Group Limited. Austen currently chairs the Audit and Risk Committee for AJ Lucas and previously for Round Oak Minerals Pty Limited. He has been a Charted Accountant for over 35 years and is a graduate of the Australian Institute of Company Directors. Directors’ report Sarah Clarke LLB (Hons), BSc, Grad Cert (Applied Finance and Investment) Acting CEO, General Counsel and Company Secretary. Sarah Clarke brings over 18 years of experience as a lawyer working with ASX-listed energy and resources companies, with extensive knowledge of the industry and regulatory environment. She was most recently a Partner at Piper Alderman. Her extensive transactions experience includes due diligence, transaction and document negotiation, management of mergers and acquisitions, IPOs, asset sales and divestments, capital raisings and joint ventures. Sarah was an elected Councillor of the South Australian Chamber of Mines and Energy (SACOME) from 2018 to 2022, is well-connected in the industry and deeply understands the issues facing South Australian mining companies. Sarah was previously named a “Leading” South Australian energy and resources lawyer in Doyle’s guide. She was recommended for Natural resources (transactions & regulatory) in the Legal 500 Asia Pacific: Australia and recognised for Corporate Law by Best Lawyers Australia. ANDROMEDA METALS LIMITED 44 Directors’ report Pascal Alexander-Bossy LLB BCom Postgrad (Hons) 1st Class (Appointed 20 November 2023) Chief Financial Officer Pascal is an experienced commodity & mining finance professional with extensive international and Australian cross-commodity and cross-product experience. Most recently he was Investment Director at Global Credit Investments. Prior to that, he was Head of Commodity Finance at the Amsterdam Trade Bank in The Netherlands and held mining and commodity finance roles at Macquarie Bank in both London and New York. During that time he has developed and led global commodity debt and investment portfolios as both capital provider and capital employer. Pascal holds a Bachelor’s degree, majoring in Commerce and Law from The University of Queensland and completed a postgraduate Honours in Finance (1st Class). Joseph F Ranford BEng (Mining), MBA, FAusIMM, GAICD, Grad Dip (Business Management) Operations Director Joe Ranford is a mining engineer with 25 years’ senior management experience across both domestic and international mining companies. Joe has significant experience bringing mining operations into production within sensitive communities and considerable knowledge of the South Australian mining approval process and stakeholder landscape. Most recently, he held the role as Chief Operating Officer for Nordic Gold Inc, a Canadian based company which was the previous owner of the Laiva Gold Mine in Finland, where he re-established mining operations and brought the project back into production from care and maintenance. Prior to his role at Nordic Gold Inc, Joe was Operations Manager for Terramin Australia Limited where he managed all operational and technical aspects of the Angas Zinc mine and championed the evaluation and approval processes for the Bird in Hand Gold Project. Joe is focused on bringing the deposits of the Great White Kaolin Project on South Australia’s Eyre Peninsula project into production. Growing up in the region, Joe has a genuine understanding and respect for the local community and wants to continue building partnerships based on creating shared value. ANNUAL REPORT 2024 45 Directors’ report DIRECTORS WHO RESIGNED DURING OR SINCE THE END OF THE FINANCIAL YEAR James E Marsh BSc (Hons), MAusIMM Executive Director, Sales and Marketing Resigned as a Director 10 October 2023 (Departed 17 November 2023) James Marsh is a highly qualified kaolin specialist with more than 30 years’ industrial minerals experience. Melissa K Holzberger LLM Resources Law (Distinction (Scotland), Dip. International Nuclear Law (Hons) (France), LLB (Adel), BA (Adel), Grad Dip Legal Practice, GAICD, FGIA Independent Non-executive Director (Resigned 2 February 2024) Ms Holzberger is an experienced Independent Non-executive Director and mining lawyer with over 20 years’ experience in the international energy and resources sector. Bob Katsiouleris BEng MBA Managing Director and CEO (Resigned 31 July 2024) Bob has over 25 years combined operational engineering and commercial experience in industrial minerals with an emphasis on improving profitability from mine to market. Subsequent to the end of financial year 2024: Luke Anderson BA(Acc) CA Managing Director and CEO (Resigned 11 September 2024) Luke Anderson is a highly experienced industrial minerals & logistics executive, with over 30 years’ experience with ASX-listed companies, both in Australia and internationally. DIRECTORSHIPS OF OTHER LISTED COMPANIES Directorships of other listed companies held by directors in the three years immediately before the end of the financial year are as follows: NAME COMPANY PERIOD OF DIRECTORSHIP S Higgins Metal Bank Limited Dacian Gold Limited From February 2020 to present From May 2022 to November 2023 M Wilkes Kingston Resources Limited Matador Mining Limited Dacian Gold Limited Genesis Minerals Ltd From May 2018 to present From July 2020 to May 2022 From September 2021 to September 2022 From October 2022 A Perrin AJ Lucas Group Limited From January 2020 to present ATTENDANCE AT BOARD AND COMMITTEE MEETINGS The number of Board meetings held during the reporting period and the number of meetings attended by each Director are as follows: BOARD MEETINGS DIRECTOR ENTITLED TO ATTEND ATTENDED S Higgins 3 3 M Wilkes 11 11 A Perrin 11 11 B Katsiouleris 11 11 M K Holzberger 7 7 J Marsh 3 3 ANDROMEDA METALS LIMITED 46 Directors’ report The number of Board committee meetings held during the reporting period and the number of committee meetings attended by committee members is as follows: AUDIT AND RISK COMMITTEE REMUNERATION AND NOMINATION COMMITTEE SUSTAINABILITY AND GOVERNANCE COMMITTEE ENTITLED TO ATTEND ATTENDED ENTITLED TO ATTEND ATTENDED ENTITLED TO ATTEND ATTENDED S Higgins 2 2 - - - - M Wilkes 3 2 2 2 2 1 A Perrin 3 3 2 2 2 2 M K Holzberger 1 1 2 2 2 2 PRINCIPAL ACTIVITIES The principal activity of the Company is the advancement of GWP through the development of production facilities for halloysite-kaolin products to meet increasing market demand. ANNUAL REPORT 2024 47 Directors’ report OPERATING AND FINANCIAL REVIEW (All $ are AUD unless otherwise stated) Strategy To achieve the goal of growing shareholder wealth, Andromeda’s Directors have formulated a Company strategy comprising the following key elements: • The Company’s primary focus is on advancing the GWP through to a final investment decision for eventual development and production. The Directors continue to see a strong growing market for high quality kaolin products, underpinned by declines in global supply sources. The Company will seek opportunities to develop new products and/or processes that have the potential to enhance shareholder value. • The Company will adhere to principles of good corporate governance, caring for its employees, conducting its operations in an environmentally sensitive manner, and maintaining respect for other stakeholders and for the communities in which it operates. • The Company acknowledges the importance of committing to and establishing an integrated approach to Sustainability and consistent reporting on Environmental, Social and Governance (ESG) frameworks and factors. As the Company moves into production, its aspiration is to adopt, monitor and report on relevant frameworks and metrics that emerge from the developing consensus and convergence of ESG standards. Financial results Income for FY24 was $1,030,276, representing a 48.5% decrease from the $2,002,153 recorded during FY23. The net result of operations for the year was a loss after income tax of $7,269,156, a 23.1% improvement from the loss of $9,461,246 for the prior financial year. This was driven by lower research and development expenses and administration charges. The earnings per share for FY24 was a loss of 0.23 cents per share, reflecting a 23.2% improvement from the 0.30 loss per share during the prior period. At 30 June 2024, the Company held cash and cash equivalents totalling $5,436,262, down from the $15,300,890 held the year prior. The Great White Project (GWP) During FY24, the Company continued moving towards making a final investment decision while progressively de-risking the Project and evaluating funding arrangements that best suit the long-term interests of the Company and its shareholders. The Company conducted a comprehensive review of its commercial strategy which identified an enhanced product portfolio, targeting high value markets, was completed. Following this review, in August 2023 the Company published an updated Definitive Feasibility Study (2023 DFS)20, was completed. The 2023 DFS demonstrated that the development of GWP represents a pre-tax net present value (NPV8) of $1.01 billion over the 28-year life of mine. This was a 65% improvement compared to the previous 2022 DFS. The four-stage approach to development outlined in the 2023 DFS showed average annual EBITDA of $130 million could be delivered, with an initial Stage 1A capital cost of $62.4 million and production of 55,000 wmt pa. Together with the previously signed binding offtake agreement with Plantan Yamada Co Ltd for sales into the Japanese market, the following binding offtake agreements were signed during FY24: • In October 2023, a Binding Offtake Agreement with Foshan Gaoming Xing-Yuan Machinery Co. Ltd, was signed for sales into the Chinese market; and, • In January 2024, a Binding Sales and Distribution Agreement with IberoClays SLU, was signed for sales across Mediterranean markets. At the time, this resulted in three (3) binding offtake agreements supporting funding discussions to support a final investment decision on Stage 1A. In November 2023, a non-binding Heads of Agreement with Traxys Europe S.A (Traxys) was signed. In anticipation of an agreement with Traxys being signed with the resultant increase in demand for product, the staged development of GWP was refined to bring forward Stage 1A+ and expand initial nominal production to 100,000 wmt pa. In March 2024, the land purchase agreements to acquire all the required freehold land from relevant landowners for the Project, completed. A Bankable Feasibility Study (2024 BFS) for the expanded Stage 1A+ was completed to support debt financing discussions. The BFS is expected to underpin the Company’s ability to secure a proportion of the funding required for GWP’s development through debt. 20 Refer to 2023 DFS section on page 17, upon which the forecast financial information relates to an Ore Reserve Estimate that has been previously announced to ASX on 6 April 2022 titled Great White Kaolin Project – Definitive Feasibility Study and Updated Ore Reserve. Andromeda confirms that it is not aware of any new information or data that materially affects the information included in these market announcements (unless otherwise stated) and that all material assumptions and technical parameters underpinning the estimates and forecast financial information continue to apply and have not materially changed. ANDROMEDA METALS LIMITED 48 Directors’ report In addition, a review of the BFS by Behre Dolbear, the independent technical engineer for GWP, was completed for the benefit of potential lenders. Subsequent to the period, in July 2024, this led to the signing of a Binding Offtake Agreement with Traxys, for sales across global markets. Together with the previously signed binding offtake agreement with Plantan Yamada Co Ltd for sales into the Japanese market, this brings a total of four (4) binding offtake agreements supporting funding discussions and a final investment decision being made. Following the finalisation of the Traxys agreement, all anticipated key elements are now complete and have been shared with potential debt financiers. The Company is in discussions with multiple potential debt financiers, including Government funding bodies, banks, and private credit institutions. In addition, Pareto Securities has been appointed to run a process seeking access to global bond markets (or markets for other debt instruments). To support the Company’s effort to secure cornerstone equity investment, Azure Capital has been appointed to run the equity funding process which is being run in parallel to the debt funding process. Exploration and evaluation activities During FY24, Andromeda’s main focus has been to further progress GWP through: • completion of the 2023 DFS and the 2024 BFS21, • obtaining the necessary mining approvals, and • preparations and planning ahead of the expected commencement of construction activities. Exploration and evaluation expenditure for the year was $4,835,139, a decrease of 35.7% on the $7,521,335 incurred during the prior financial year. Funds were predominantly directed towards advancing GWP and regional exploration surrounding GWP, targeting kaolin with properties complementary to those of the Great White Deposit. SECURITIES ON ISSUE The following securities were issued during the reporting period: DATE ISSUE AMOUNT DETAIL 28 July 2023 Performance Rights (30,629) Lapse of Performance Rights 9 November 2023 Unlisted Options (7,500,000) Lapse of Options 17 November 2023 Unlisted Options Performance Rights (3,110,000) (1,606,751) Lapse of Options Lapse of Performance Rights 28 November 2023 Unlisted Options (12,500,000) Options expired 23 December 2023 Performance Rights (14,199,331) Options expired 3 February 2024 Ordinary Shares 262,500 Release of Ordinary Shares from voluntary escrow 18 March 2024 Performance Rights (22,653,500) Issuing of Performance Rights 30 June 2024 Performance Rights (2,760,000) Lapse of Performance Rights Subsequent to the period: 31 July 2024 Performance Rights 15,000,000 Issuing of Performance Rights 11 September 2024 Performance Rights (15,000,000) Forfeit of Performance Rights Note: For more detailed information refer to Note 15 in the notes to the Financial Statements (page 92). 21 Refer to 2023 DFS section on page 17, upon which the forecast financial information relates to an Ore Reserve Estimate that has been previously announced to ASX on 6 April 2022 titled Great White Kaolin Project – Definitive Feasibility Study and Updated Ore Reserve. Andromeda confirms that it is not aware of any new information or data that materially affects the information included in these market announcements (unless otherwise stated) and that all material assumptions and technical parameters underpinning the estimates and forecast financial information continue to apply and have not materially changed. ANNUAL REPORT 2024 49 Remuneration report (audited) Directors’ report LETTER FROM THE REMUNERATION AND NOMINATION COMMITTEE CHAIR Dear Shareholders, On behalf of the Board, I present the Remuneration Report for Financial Year 2024. The Company’s Remuneration Report is designed to demonstrate the link between strategy, performance and remuneration outcomes for Key Management Personnel (KMP) and report on the remuneration arrangements for Non-executive Directors (NEDs). We recognize the importance of aligning remuneration with both the Company’s performance and our financial realities. In a time where we must carefully manage our cash position, we have sought to balance the need to attract and retain key talent with a mindful approach to cost. Our focus remains on creating sustainable value for all shareholders, and we understand that this requires prudent financial management. Our remuneration framework is based on three core principles that directly support our business strategy. First, we continue to structure remuneration with a focus on both short- and long-term incentives to ensure our employees remain aligned with shareholder interests, fostering an ownership mindset across the business. Secondly, while we benchmark against the market to remain competitive, we are increasingly conscious of the need to ensure every dollar is well-spent, especially in today’s economic environment. Third, we maintain strong accountability for performance, linking rewards to the achievement of strategic objectives while adhering to the culture and risk parameters set by the Board. As a result, Shareholders will note that despite significant achievement, no STI has been awarded for 2024. The Board takes its responsibility seriously in balancing the need for competitive remuneration with the need to safeguard our financial health, especially as we navigate the transition towards mining production. We value your continued support and remain committed to engaging with you throughout this process. Thank you for your trust in us as we work towards delivering long-term value for all shareholders. Yours sincerely, Mick Wilkes Independent Chair, Remuneration and Nomination Committee TABLE OF CONTENTS SECTION CONTENT PAGE 1.1 Key management personnel covered in this remuneration report 51 1.2 Remuneration governance 51 1.3 Andromeda remuneration – strategy and principles 52 1.4 Engagement of remuneration consultants 53 1.5 Andromeda remuneration framework 53 1.6 Remuneration components 54 1.7 Key management personnel service agreements 57 1.8 Performance and outcomes for 2024 60 1.9 Remuneration of directors and key management personnel 60 1.10 Options and performance rights 62 1.11 Key management personnel shareholdings 66 1.12 Other transactions with key management personnel and/or their related parties 66 ANDROMEDA METALS LIMITED 50 Directors’ report Remuneration report (audited) 1.1 KEY MANAGEMENT PERSONNEL COVERED IN THIS REMUNERATION REPORT The following Key Management Personnel (KMP) of the Company comprises the Non-executive Directors (NEDs) of the Company and the Executives listed below, who have significant influence over the Company’s operating performance: NAME POSITION TERM AS KMP Directors Sue Ann Higgins Executive Chair Appointed 21 February 2024 Michael Wilkes Independent Non-executive Chair Full year Melissa Holzberger Independent Non-executive Director Resigned 2 February 2024 Austen Perrin Independent Non-executive Director Full Year Executive KMP18 Bob Katsiouleris Managing Director/CEO Full year Joseph Ranford Chief Operating Officer (COO) Full year Pascal Alexander-Bossy Chief Financial Officer (CFO) Appointed 20 November 2023 James Marsh19 Executive Director Sales & Marketing Redundant 17 November 2023 Tim Anderson20 Chief Commercial Officer (CCO) Redundant 17 November 2023 Sarah Clarke21 Acting CEO, Company Secretary and General Counsel From 20 November 2023 1.2 REMUNERATION GOVERNANCE The Remuneration and Nomination Committee is responsible for determining the remuneration arrangements for KMP and making recommendations to the Board. The Committee comprises three Directors, inclusive of two who are independent Non-executive Directors. The Committee reviews remuneration levels and other terms of employment on a periodic basis having regard to relevant employment market conditions, the strategy and performance of the Company, and the qualifications, skills and experience of the KMP. The Committee also advises on the appropriateness of remuneration packages of the Company given trends in comparative peer companies, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high-quality board and executive team. The overall remuneration framework is approved by the Board upon receiving recommendations by the Committee. The Committee’s recommendations are based on adaptations to reflect competitive market and business conditions. Within this framework, the Committee considers remuneration policies and practices generally and determines specific remuneration packages and other terms of employment for the Managing Director and senior Executives. Executive remuneration and other terms of employment are reviewed annually having regard to performance, relevant comparative information and expert advice. 18 Luke Anderson commenced as Managing Director/ Chief Executive Officer post financial year end on the 1 August 2024 and ceased employment on 11 September 2024. As a result, Sarah Clarke was appointed to Acting Chief Executive Officer. 19 James Marsh held the position of Executive Director, Sales and Marketing from 1 April 2023. On 10 October 2023 he resigned as an Executive Director and continued in his sales and marketing role until 17 November 2023. 20 The position of Chief Commercial Officer was determined to be redundant on 17 November 2023. 21 Ms Sarah Clarke became a Key Management Personnel on 20 November 2023 following the organisational restructure on 17 November 2023. ANNUAL REPORT 2024 51 Directors’ report Remuneration report (audited) Board The Board is responsible for approving and reviewing the remuneration arrangements for the Directors and Key Management Personnel, based on recommendations of the Remuneration and Nomination Committee. The Board also reviews the performance of all KMPs on an annual basis. Remuneration and Nomination Committee The Remuneration and Nomination Committee reviews and makes recommendations to the Board regarding the Directors and KMP remuneration arrangements. These reviews take place at least annually, taking into account relevant factors including market conditions. Management The CEO, in consultation with other KMP sets and reviews the remuneration arrangements of all other employees. Remuneration Consultants External Advisors may be engaged directly by the Board or through the Remuneration and Nomination Committee to provide advice or information related to remuneration that is free from the influence of management. 1.3 ANDROMEDA REMUNERATION – STRATEGY AND PRINCIPLES ELEMENT DETAIL Philosophy The performance of the Company depends on the quality of its Directors and other KMP. Therefore, to achieve success in executing its corporate strategy, the Company must attract, motivate and retain appropriately qualified personnel. To achieve these aims, the Company embodies the following in its remuneration framework: – provide competitive rewards to attract and retain high calibre directors and other KMP; – link Executive rewards to shareholder value; – link reward with the strategic goals and performance of the Company; and – ensure total remuneration is competitive by market standards. The above framework is reliant on the business having the financial capacity to deliver on the above. Purpose The Company’s remuneration framework is designed to align Executives’ remuneration with shareholders’ interests and to retain appropriately qualified executive talent for the benefit of the Company. The Framework aims to balance multiple factors such as Company operational performance, investor expectations, financial and sustainability performance, fairness to individuals and maintaining market competitiveness. Principles Andromeda operates a remuneration strategy comprising fixed pay and variable pay. – Fixed pay (Total Fixed Remuneration) includes base salary and statutory superannuation; and – Variable pay may include STI and LTI or may be structured in other ways. Remuneration is benchmarked to Australian Mining Companies similar in size, scale and operational scope to Andromeda utilising independent external data sources, with benchmarking set around the 50th percentile (+/-10%). ANDROMEDA METALS LIMITED 52 Directors’ report Remuneration report (audited) 1.4 ENGAGEMENT OF REMUNERATION CONSULTANTS From time to time, the Committee will seek advice from independent remuneration consultants on Executive KMP trends, remuneration benchmarking, and prevailing market practices. During the financial year, data was sought from REMSMART to benchmark Executive KMP remuneration, including fixed remuneration and incentive structures, against relevant ASX-listed organisations. REMSMART data is used to benchmark the Company against peer companies in the mining and metals sector with a similar market capitalisation. The report was presented to the Remuneration and Nomination Committee, providing a summary of base salaries, statutory superannuation plans, STI and LTI levels and assessing the positioning of the Company compared to the market. The Board received data from REMSMART that was free from undue influence from the Executive KMP to whom the remuneration information applies. The Board reviewed the data and utilised the Committee to consider the data, along with other business conditions when recommending remuneration packages. 1.5 ANDROMEDA REMUNERATION FRAMEWORK The Company’s Remuneration Framework consists of the following key components. COMPONENT DETAIL Total fixed remuneration (TFR) TFR includes base salary plus statutory superannuation. TFR is reviewed annually by the Committee, following consideration of individual performance, industry benchmarking, relevant economic indicators and internal capacity at Andromeda. Variable remuneration - short-term incentive (STI) The Company may invite Executives and employees to participate in its STI Program. The STI Program includes specific KPIs that are required to be achieved in order for an award to be made and the framework is reliant on the business having the financial capacity to deliver on the above. Further details regarding the STI Program is detailed below in section 1.6 Remuneration Components. NEDs will not participate in STI or LTI Programs. Variable remuneration - long-term incentive (LTI) The Company may invite Executives and managers to participate in the LTI Program. The LTI Program is based on the key metric of the Company’s Total Shareholder Return (TSR) relative to a selected group of ASX-listed peer companies. LTI awards are granted as performance rights. Further details regarding the LTI Program is detailed below in section 1.6 Remuneration Components. 22,653,500 LTIs have been issued under this framework in March 2024 and a further 10,138,200 are proposed to be issued to Mr Katsiouleris for FY24, subject to shareholder approval Previously issued performance rights and options, and the one-off grant of 15 million performance rights to Mr Anderson in July 2024, were not linked to the current LTI incentive program and TSR metric. These lapsed on his resignation. Malus clause The Board has discretion in exceptional circumstances to forfeit or reduce any yet to be awarded or unvested STI and/or LTI opportunities, where previously awarded incentive outcomes have, in the opinion of the Board, resulted in the award of an inappropriate benefit. Any unvested securities or securities yet to be converted into fully paid ordinary shares will be subject to recovery (clawback). Change of control On the occurrence of a change of control event, the Board will determine, in its sole and absolute discretion, the manner in which all STI awards and LTI awards (unvested and vested Performance Rights) will be dealt with. Termination of employment If a participant in the STI or LTI program ceases employment with the Company prior to the end of the performance period, they will forego any STI or LTI award. A pro-rata payment of the STI/LTI award will be considered in exceptional circumstances. If the employee is a Good Leaver, as defined in the Company’s Employee Incentive Plan, all unvested Performance Rights will remain and will be assessed at the end of the performance period. ANNUAL REPORT 2024 53 Directors’ report Remuneration report (audited) 1.6 REMUNERATION COMPONENTS 1.6.1 Non-executive director remuneration In accordance with current corporate governance practices, the structure for the remuneration of NEDs and Senior Executives is separate and distinct. Shareholders approve the maximum aggregate remuneration payable to NEDs, with the current aggregate Directors’ Fees pool limit being $500,000 per annum. The Committee recommend the actual payments to Directors to the Board for decision. The Company had adopted a remuneration structure where NEDs are wholly remunerated by fixed Director’s Fees (wholly cash-based), with no Share Based Payment component (no issue of shares, options, performance rights or other securities), similar to other developer and producer listed public companies. NED remuneration is structured as follows: i) Up until 11 September 2024, the Non-executive Chair received fees of $200,000 per annum inclusive of any superannuation. After that date Mr Wilkes became a Non-executive Director and was replaced by Ms. Higgins who became the Executive Chair on a salary of $160,000 per annum. ii) Mr Wilkes has elected to not claim any director fees from July 2024 until the Final Investment Decision (FID) for Stage 1A+ of the Great White Project is made by the Board. iii) NEDs receive $116,000 per annum inclusive of superannuation. iv) Directors holding an additional position of Committee Chair are not paid any additional fees. v) Board Committee members are not paid any additional fee. vi) NEDs are entitled to statutory superannuation benefits. vii) NEDs are not remunerated through the issue of shares, options, performance rights or any other securities (subject to the proposal that up to 50% of NED director fees be paid as zero exercise price options, subject to shareholder approval at the 2024 AGM). viii) NEDs are required to own shares in the Company, with the aim of owning: a 50% of pre-tax Director annual base fee within 3 years of appointment and b 100% of pre-tax Director annual base fee within 5 years of appointment. ix) Any consultancy arrangements for NEDs who provide services outside of, and in addition to, their duties as NEDs are first considered by the Board and can only be permitted and approved by the Board. NEDs are not entitled to participate in performance- based remuneration schemes, for example any STI or LTI programs. All Directors are entitled to have premiums on indemnity insurance paid by the Company. During the financial year, the Company paid premiums to insure the Directors and other officers of the consolidated entity. The liabilities insured are for costs and expenses that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the consolidated entity. The Company has entered into indemnity insurance and access deeds with each of the Directors (Deeds). Under the Deeds, the Company agrees to indemnify each of the Directors to the extent permitted by the Corporations Act against certain liabilities incurred by the Directors whilst acting as an officer of the Company, and to insure each Director against certain risks to which the Company is exposed as an officer of the Company. The Deeds also grant each Director a right of access to certain records of the Company for a period of up to 7 years after the Director ceases to be an officer of the Company. 1.6.2 Executive remuneration Executive remuneration is designed to promote superior performance and long-term commitment to the Company, whilst building sustainable shareholder value. Remuneration packages are set at levels that are intended to attract and retain executives capable of contributing to the Company’s operations and strategic plans. All executives receive a base remuneration which is market reviewed, together with performance- based remuneration linked to the achievement of pre-determined milestones and targets (Key Performance Indicators). ANDROMEDA METALS LIMITED 54 Directors’ report Remuneration report (audited) The structure of Executive remuneration comprises: i) Fixed remuneration ii) STI with KPIs linked to annual planning and strategic objectives; and iii) LTI with KPIs as part of performance-based equity plans, with prior approval of shareholders to the extent required. The proportion of fixed and variable remuneration was established by the Committee for FY24. The Committee linked the proportion of each segment to relevant market practices and to the degree to which the Board intends participants to focus on short and long-term outcomes and also took into account the cash position of the Company. FIXED REMUNERATION SHORT-TERM INCENTIVES LONG-TERM INCENTIVES – Comprises Director’s Fees, consulting fees, salaries, and superannuation contributions – Cash “at risk” component of remuneration for KMP – Linked to achievement of the Company’s strategic objectives and outcomes – Based on performance against financial and non-financial KPIs – KPI targets were set at the beginning of each financial year and are intended to be challenging but achievable – Equity "at risk" remuneration to promote alignment between KMP and shareholder value – Performance Rights granted based on KPI of TSR performance against TSR of ASX-listed peer group – Vesting over a three-year period Post the FY24 reporting date period of this report, changes to Executive Remuneration are being considered by the Board and Key Management Personnel with regards to suspending LTI allocations for FY25 until the project is into production. Fixed remuneration Fixed remuneration comprises Director’s Fees, consulting fees, salaries, and superannuation contributions. Short-term incentives linked to annual planning and strategic objectives The objective of STIs is to link achievement of the Company’s strategic objectives and outcomes, which clearly build shareholder value, with the remuneration received by Executives charged with meeting those targets. The STI is an “at risk” component of remuneration for key management personnel and is payable on both performance against KPIs set at the beginning of each financial year and the business having the financial capacity to deliver on the above. The targets are intended to be challenging but achievable. The STI is offered annually, set as a percentage of annual salary, payment of which is conditional upon the achievement of agreed KPIs for each Executive, which comprise a combination of agreed milestones and financial measures. These milestones are selected from group, functional/unit and individual level objectives, each weighted to reflect their relative importance and each with targets linked to the Board’s expectations and with threshold and target levels set where possible (some KPIs are binary and are either achieved or not achieved). The KPIs comprise financial and non-financial objectives and include out-performance against financial metrics, health and safety targets and specific operations-related milestones including project development milestones for the Great White Project. Measures chosen directly to align with the individual’s reward to the KPIs of the group and to its strategy and performance. ANNUAL REPORT 2024 55 Directors’ report Remuneration report (audited) The participation rate for all employees in the STI program is as follows: POSITION TARGET STI % OF TFR CEO/Managing Director 75% Executives including Executive Directors 50% The award rate scale for the KPIs within the STI program for all participants is as follows: PERFORMANCE AWARD Below the threshold Nil Threshold performance 50% of KPI Target performance 100% of KPI Awards, if made, will be on a pro-rata basis (using the straight-line method) when between “Threshold” and “Target”. STI outcome award for 2024 Andromeda is committed to acknowledging our team for their hard work and dedication to the success of the Company and there was significant achievement towards the KPIs for the 2024 year. Due to the current cash position, the Remuneration Committee has determined that no STI payments will be awarded for FY 2024. Long-term incentives through participation in performance-based equity plans The objective of LTIs is to promote alignment between Executives and shareholders through the holding of equity. As such, LTIs are only granted to Executives who can directly influence the generation of shareholder wealth, or who are in a position to contribute to shareholder wealth creation. The participation rate for Executives in the LTI Program is as follows: POSITION TARGET LTI % OF TFR CEO/Managing Director 120% Executives including Executive Directors 75% The LTI Program is a program whereby Performance Rights are granted with a measurement period of three years and with the vesting condition KPI comprising TSR, on a graduated scale. The measurement of TSR will be based on a combined return for the Company measured by the change in its share price plus dividends over a three-year period. The Company’s TSR will be ranked against the TSR of a selected group of ASX-listed peer companies as determined by the Board of Directors. The peer comparison list of companies for the 2024 TSR review included: Suvo Strategic Minerals Limited, WA Kaolin Limited, Zeotech Limited, Arafura Rare Earths Limited, Hastings Technology Metals Limited, Northern Minerals Limited, Ionic Rare Earths Limited, Image Resources Nl, Sheffield Resources Limited, Strandline Resources Limited, Base Resources Limited, EQ Resources Limited, Group 6 Metals Limited, BCI Minerals Limited, Centrex Limited, Kore Potash Plc, Latrobe Magnesium Limited, Euro Manganese Limited and Diatreme Resources Limited. The award rate scale for the KPIs within the LTI Program for all participants is as follows: PERFORMANCE AWARD Below the 50 Nil 50th percentile 50% of KPI 75th percentile or above 100% of KPI Awards will be made on a pro-rata basis (using straight- line method) between the 50th and 75th percentile. Any Performance Rights issued under the LTI Program will be issued pursuant to the Company’s Employee Incentive Plan, with shareholder approval sought for any Executive Directors, as required. LTI outcome award for FY 2024 The Board policy on the nature and amount of remuneration is linked to share price, given that LTIs are benchmarked against the share price of peer group companies and long-term incentives will only vest based on TSR over a 3-year period relative to the peer group listed above. In line with balancing executive achievement and shareholder returns, a significantly reduced LTI was awarded to key management personnel for FY24 as follows: POSITION TARGET LTI % OF TFR CEO/Managing Director 40% (subject to shareholder approval) Executives including Executive Directors 25% ANDROMEDA METALS LIMITED 56 Directors’ report Remuneration report (audited) 1.7 KEY MANAGEMENT PERSONNEL SERVICE AGREEMENTS 1.7.1 Non-executive Director agreements The structure of NED remuneration has been provided in section 1.6.1 above. All NEDs are appointed pursuant to an Appointment Letter, which details the terms and conditions of the appointment. NEDs are not appointed for a fixed term. In addition to Directors’ Fees that are detailed in section 1.6.1 above, NEDs are entitled to be paid reasonable travelling, accommodation and other expenses incurred as a consequence of their attendance at meetings of Directors and otherwise in the execution of their duties as Directors. 1.7.2 Executive Directors BOB KATSIOULERIS – CEO/MANAGING DIRECTOR (UNTIL 31 JULY 2024) Agreement commenced 01 April 2023 Term of agreement No fixed term Details Agreement ended 31 July 2024 Fixed remuneration $550,000 per annum (inclusive of superannuation) Equity compensation Mr Katsiouleris is entitled to participate in the STI and LTI programs. Shareholder approval will be sought for the issue of 10,138,200 performance rights to Mr Katsiouleris under the LTI plan for FY 24. Full details are provided in section 1.10 below. Termination/notice by the company/individual Six months’ notice Other key terms 4 weeks annual leave STI participation rate Up to 75% (refer section 1.6.2 for full details) LTI participation rate Up to 120% (refer section 1.6.2 for full details) JAMES MARSH, EXECUTIVE DIRECTOR, SALES AND MARKETING (UNTIL 17 NOVEMBER 2023) Agreement commenced 01 April 2023 Term of agreement No fixed term Details Agreement terminated November 2023 Fixed remuneration $420,000 per annum (inclusive of superannuation) Equity compensation Full details of the equity issued to Mr Marsh is provided in section 1.10 below Termination/notice by the company/individual Three months’ notice Other key terms 4 weeks annual leave STI participation rate Up to 60% (refer section 1.6.2 for full details) LTI participation rate Up to 120% (refer section 1.6.2 for full details) ANNUAL REPORT 2024 57 Directors’ report Remuneration report (audited) 1.7.3 Executives JOSEPH RANFORD, CHIEF OPERATING OFFICER Agreement commenced 20 October 2022 Term of agreement No fixed term Fixed remuneration $468,000 per annum (inclusive of superannuation) Equity compensation Mr Ranford is entitled to participate in the STI and LTI programs. During the reporting period Mr Ranford was issued with the following equity: – 5,391,700 performance rights Full details of the equity issued is provided in section 1.10 below. Termination/notice by the company/individual Three months’ notice Other key terms 4 weeks annual leave STI participation rate Up to 50% (refer section 1.6.2 for full details) LTI participation rate Up to 75% (refer section 1.6.2 for full details) PASCAL ALEXANDER-BOSSY, CHIEF FINANCIAL OFFICER Agreement commenced 20 November 2023 Term of agreement No fixed term Fixed remuneration $420,000 per annum (inclusive of superannuation) Equity compensation Mr Bossy is entitled to participate in the STI and LTI programs. During the reporting period Mr Bossy was issued with the following equity: – 4,838,700 performance rights Full details of the equity issued is provided in section 1.10 below. Termination/notice by the company/individual Three months’ notice. Other key terms 4 weeks annual leave STI participation rate Up to 50% (refer section 1.6.2 for full details) LTI participation rate Up to 75% (refer section 1.6.2 for full details) ANDROMEDA METALS LIMITED 58 Directors’ report Remuneration report (audited) SARAH CLARKE, COMPANY SECRETARY / GENERAL COUNSEL Agreement commenced 3 January 2023 Term of agreement No fixed term Fixed remuneration $360,000 per annum (inclusive of superannuation) Equity compensation Ms Clarke is entitled to participate in the STI and LTI programs. During the reporting period Ms Clarke was issued with the following equity: – 3,564,500 performance rights Full details of the equity issued is provided in section 1.10 below. Termination/notice by the company/individual Three months’ notice Other key terms 4 weeks annual leave STI participation rate Up to 50% (refer section 1.6.2 for full details) LTI participation rate Up to 75% (refer section 1.6.2 for full details) TIM ANDERSON, CHIEF COMMERCIAL OFFICER (UNTIL 17 NOVEMBER 2023) Agreement commenced 01 December 2021 Term of agreement No fixed term Details Agreement terminated November 2023 Fixed remuneration $337,000 per annum (inclusive of superannuation) Equity compensation Full details of the equity issued to Mr Anderson is provided in section 1.11 below. Termination/notice by the company/individual Three months’ notice. Other key terms 4 weeks annual leave STI participation rate Up to 50% (refer section 1.6.2 for full details) LTI participation rate Up to 75% (refer section 1.6.2 for full details) ANNUAL REPORT 2024 59 Directors’ report Remuneration report (audited) 1.8 PERFORMANCE AND OUTCOMES FOR 2024 The tables below set out summary information about the Group’s earnings and movements in shareholder wealth for the five years to June 2024: 30 JUNE 2024 30 JUNE 2023 30 JUNE 2022 30 JUNE 2021 30 JUNE 2020 Other Income 1,030,276 2,002,153 452,516 61,461 767,419 Net profit / (loss) before tax (7,269,156) (9,461,246) (8,733,119) (6,435,782) (3,365,301) Net profit / (loss) after tax (7,269,156) (9,461,246) (8,733,119) (6,443,299) (3,447,274) 30 JUNE 2024 30 JUNE 2023 30 JUNE 30 JUNE 30 JUNE Share price at beginning of the year $0.04 $0.07 $0.150 $0.051 $0.015 Share price at end of year $0.016 $0.04 $0.07 $0.150 $0.051 Basic earnings per share $(0.0023) $(0.0030) $(0.0033) $(0.0033) $(0.0024) Diluted earnings per share $(0.0023) $(0.0030) $(0.0033) $(0.0033) $(0.0024) No dividends have been declared during the five years ended 30 June 2024 and the Directors do not recommend the payment of a dividend in respect of the year ended 30 June 2024. 1.9 REMUNERATION OF DIRECTORS AND KEY MANAGEMENT PERSONNEL SHORT TERM REMUNERATION LONG TERM REMUNERATION KMP YEAR Employee benefits, salary, and fees Other non-cash benefits Super- annuation Incentives paid & accrued1,2 Terminations Sub total Share based payments for securities issued in the current period3,4 Share based payments for securities issued in prior periods3,5 Share based payments for securities cancelled3 Long service leave entitlement Total $ $ $ $ $ $ $ $ $ $ $ Non-executive Directors Michael Wilkes 2024 2023 200,000 200,000 - - - - - - - - 200,000 200,000 - - - - - - - - 200,000 200,000 Austen Perrin 2024 2023 104,505 104,977 - - 11,495 11,023 - - - - 116,000 116,000 - - - - - - - - 116,000 116,000 Sue-Ann Higgins6 2024 2023 37,537 - - - 4,129 - - - - - 41,667 - - - - - - - - - 41,667 - Melissa Holzberger7 2024 2023 61,542 104,977 - - 6,770 11,023 - - - - 68,311 116,000 - - - - - - - - 68,311 116,000 Andrew Shearer8 2024 2023 - 15,239 - - - 1,600 - - - - - 16,839 - - - 53,978 - (438,181) - - - (367,364) ANDROMEDA METALS LIMITED 60 Directors’ report Remuneration report (audited) SHORT TERM REMUNERATION LONG TERM REMUNERATION KMP YEAR Employee benefits, salary, and fees Other non-cash benefits Super- annuation Incentives paid & accrued1,2 Terminations Sub total Share based payments for securities issued in the current period3,4 Share based payments for securities issued in prior periods3,5 Share based payments for securities cancelled3 Long service leave entitlement Total $ $ $ $ $ $ $ $ $ $ $ Executive Directors Bob Katsiouleris9 2024 2023 522,601 131,177 - - 27,399 6,323 - 128,906 - - 550,000 266,406 - - - - - - 653 - 550,653 266,406 James Marsh10 2024 2023 138,500 519,231 - 36,799 13,699 25,292 - 47,775 255,910 - 378,110 629,097 - - 33,064 213,859 (148,102)11 (461,428) (34,538) 34,538 228,534 416,066 Executives Joseph Ranford 2024 2023 440,601 449,940 - - 27,399 18,969 - 72,540 - - 468,000 541,449 14,705 - 68,758 211,284 -12 - 10,409 11,621 561,872 764,354 Pascal Alexander- Bossy13 2024 2023 241,014 - 22,456 - 18,618 - - - - - 282,088 - 13,197 - - - - - - - 295,285 - Sarah Clarke14 2024 2023 171,820 - - - 16,694 - - - - - 188.514 - 9,722 - - - - - 353 - 198,589 - Timothy Anderson15 2024 2023 109,220 311,708 - - 13,699 25,292 - 35,385 112,002 - 234,922 372,385 - - - 79,636 (95,540)16 (32,116) (390) 390 138,992 420,295 Michael Zannes17 2024 2023 - 247,343 - - - 18,928 - 90,000 - - - 356,271 - - - 74,327 - (151,022) - - - 279,576 Total 2024 2,027,341 22,456 139,902 - 337,912 2,527,611 37,624 101,822 (243,642) (23,512) 2,399,903 2023 2,084,592 36,799 118,450 374,606 - 2,614,447 - 633,084 (1,082,747) 46,549 2,211,333 Footnotes to the above table in section 1.9 1 Incentives accrued relate to STIs awarded for performance in the 2023 financial year against KPIs as detailed in section 1.7.2. 2 Incentives paid and incentives accrued are combined. FY23 Incentives were included in FY23 amounts but paid in FY24. There are no incentives accrued for FY24 as per the Award outcome explained in 1.6.2. 3 Share-based payments do not represent cash payments, and the related shares may or may not ultimately vest. In accordance with the requirements of accounting standard AASB 2 Share Based Payment, valuations of share-based payments were undertaken based on market conditions at the date of grant and are expensed over the relevant vesting period. The amount included as remuneration is not related to nor indicative of the benefit (if any) that may ultimately be realised should the securities vest. 4 Details of the securities issued to KMP during the current reporting period are disclosed in detail in section 1.11. 5 As stated above, share based payments are required to be expensed over the relevant vesting period as per AASB 2 Share Based Payment. Accordingly, an expense is required to be recognised in the current reporting period for grants of securities in prior years. 6 Ms Sue Anne Higgins was appointed to the Board on 21 Feb 2024. 7 Ms Melissa Holzberger ceased as a Director on 02 Feb 2024. 8 Mr Shearer ceased to be a Director on 24 August 2022. 9 Mr Katsiouleris was appointed as Chief Executive Officer on 1 April 2023 and as Managing Director on 27 April 2023. Mr Katsiouleris is expected to be issued with 10,138,200 performance rights (subject to shareholder approval), there is no associated value assigned to these performance rights in FY24 as they have yet to be issued. Subsequent to the financial year end, Mr Katsiouleris resigned on the 31 July 2024. 10 Mr Marsh ceased to be a Director on 17 November 2023. 11 During FY24, 1,710,000 options (valued at $117,038) and 106,751 performance rights (valued at $31,064) allocated to Mr Marsh were forfeited upon the cessation of employment. An additional 7,550,000 options (valued at $265,075), and 4,553,249 performance rights (valued at $927,258) allocated to Mr Marsh expired due to conditions not being met that are not included in Table 1.9. 12 During FY24, 4,600,000 performance rights (valued at $958,750) allocated to Mr Ranford expired due to conditions not being met that are not included in Table 1.9. 13 Mr Pascal Alexander-Bossy was appointed as Chief Financial Officer 20 November 2023. 14 Ms Sarah Clarke was appointed as Company Secretary and General Council 9 January 2023 and following a review of the Company’s organisation structure has been considered a KMP since the 20 November 2023. 15 Mr Anderson ceased to be a KMP on 17 November 2023. 16 During FY24 1,400,000 options and 1,500,000 performance rights (valued at $95,540) allocated to Mr Tim Anderson were forfeited. 17 Mr Zannes ceased to be a KMP on 3 March 2023. ANNUAL REPORT 2024 61 Directors’ report Remuneration report (audited) 1.10 OPTIONS AND PERFORMANCE RIGHTS 1.10.1 Options granted as compensation to key management personnel There were no options granted during the periods ending 30 June 2023 or 30 June 2024. 1.10.1a Issuing of performance rights in report period ended 30 June 2024 2024 NUMBER OF PERFORMANCE RIGHTS GRANTED DURING THE PERIOD NUMBER OF PERFORMANCE RIGHTS GRANTED DURING THE PERIOD THAT WERE CANCELLED OR LAPSED DURING THE PERIOD TOTAL VALUE ALLOCATED IN FY24 TO PERFORMANCE RIGHTS GRANTED $ Non-executive Directors Michael Wilkes - - - Melissa Holzberger1 - - - Austen Perrin - - - Sue-Ann Higgins2 - - - Executive Directors Bob Katsiouleris - - - James Marsh3 - - - Executives Joseph Ranford 5,391,700 - 14,705 Pascal Alexander-Bossy4 4,838,700 - 13,197 Sarah Clarke5 3,564,500 9,722 Timothy Anderson6 - - - Total 13,794,900 - 37,624 Footnotes to the above table in section 1.10.1a 1 Mr Melissa Holzberger ceased to be a Director on 2 February 2024. 2 Ms Sue-Ann Higgins was appointed as a Director on 21 February 2024 and Executive Chair subsequent to the period, on 11 September 2024. 3 Mr James Marsh ceased to be an Executive on 17 November 2023. 4 Mr Pascal Alexander-Bossy was appointed as an Executive on 20 November 2023. 5 Ms Sarah Clarke became a KMP on 20 November 2023. 6 Mr Timothy Anderson ceased to be an Executive on 17 November 2023. ANDROMEDA METALS LIMITED 62 Directors’ report Remuneration report (audited) 1.10.2 Performance rights granted as compensation to key management personnel There were no performance rights granted during the period ended 30 June 2023. Issuing of options and performance rights in reporting period ended 30 June 2024 Pascal Alexander-Bossy On 18 March 2024, Mr Alexander-Bossy was issued with 4,838,700 performance rights which will vest and be convertible into fully paid ordinary shares in the Company upon satisfying performance conditions based on the Company’s relative total shareholder returns (RTSR) relative to a selected group of ASX-listed peer group companies. The vesting scale for the RTSR performance requirement is as follows: i) RTSR below 50th percentile: 0% of Performance Rights vest ii) RTSR 50th percentile: 50% of Performance Rights vest iii) RTSR 75th percentile or above: 100% of Performance Rights vest The performance period is from 1 January 2024 and ends on 31 December 2026, a period of three years. Awards will be made on a pro-rata basis (using straight-line method) between the 50th and 75th percentile. Joe Ranford On 18 March 2024, Mr Ranford was issued with 5,391,700 performance rights which will vest and be convertible into fully paid ordinary shares in the Company upon satisfying performance conditions based on the Company’s relative total shareholder returns (RTSR) relative to a selected group of ASX-listed peer group companies. The vesting scale for the RTSR performance requirement is as follows: i) RTSR below 50th percentile: 0% of Performance Rights vest ii) RTSR 50th percentile: 50% of Performance Rights vest iii) RTSR 75th percentile or above: 100% of Performance Rights vest The performance period is from 1 January 2024 and ends on 31 December 2026, a period of three years. Awards will be made on a pro-rata basis (using straight-line method) between the 50th and 75th percentile. Sarah Clarke On 18 March 2024, Ms Clarke was issued with 3,564,500 performance rights which will vest and be convertible into fully paid ordinary shares in the Company upon satisfying performance conditions based on the Company’s relative total shareholder returns (RTSR) relative to a selected group of ASX-listed peer group companies. The vesting scale for the RTSR performance requirement is as follows: i) RTSR below 50th percentile: 0% of Performance Rights vest ii) RTSR 50th percentile: 50% of Performance Rights vest iii) RTSR 75th percentile or above: 100% of Performance Rights vest The performance period is from 1 January 2024 and ends on 31 December 2026, a period of three years. Awards will be made on a pro-rata basis (using straight-line method) between the 50th and 75th percentile. Bob Katsiouleris On 18 March 2024, Mr Katsiouleris was advised of the intention to issue, subject to shareholder approval, 10,138,200 performance rights which will vest and be convertible into fully paid ordinary shares in the Company upon satisfying performance conditions based on the Company’s relative total shareholder returns (RTSR) relative to a selected group of ASX-listed peer group companies. The vesting scale for the RTSR performance requirement is as follows: i) RTSR below 50th percentile: 0% of Performance Rights vest ii) RTSR 50th percentile: 50% of Performance Rights vest iii) RTSR 75th percentile or above: 100% of Performance Rights vest The performance period is from 1 January 2024 and ends on 31 December 2026, a period of three years. Awards will be made on a pro-rata basis (using straight-line method) between the 50th and 75th percentile. The performance rights for Mr Katsiouleris have yet to be issued and will be taken to the AGM for shareholder approval. ANNUAL REPORT 2024 63 Directors’ report Remuneration report (audited) 1.10.3 Key management personnel option holdings 2024 BALANCE AT PREVIOUS YEAR REPORTING DATE GRANTED DURING THE PERIOD CONVERTED DURING THE PERIOD OTHER BALANCE AT REPORTING DATE1 Non-executive Directors Michael Wilkes - - - - - Melissa Holzberger2 - - - - - Austen Perrin - - - - - Sue-Ann Higgins3 - - - - - Executive Directors Bob Katsiouleris - - - - - James Marsh4 9,210,000 - - (9,210,000) - Executives Joseph Ranford 1,650,000 - - - 1,650,000 Pascal Alexander-Bossy5 - - - - - Sarah Clarke6 - - - - - Timothy Anderson7 1,400,000 - - (1,400,000) - Total 12,260,000 - - (10,610,000) 1,650,000 Footnotes to the above table in section 1.10.3 1 As at 30 June 2024, there were no options held by KMP that had vested and were exercisable. 2 Ms Melissa Holzberger ceased to be a Director on 2 February 2024. 3 Ms Sue-Ann Higgins was appointed as a Director on 21 February 2024 and Executive Chair subsequent to the period, on 11 September 2024. 4 Mr James Marsh ceased to be an Executive on 17 November 2023, with 1,710,000 options were subsequently forfeited when he ceased employment and a further 7,500,000 options expired. 5 Mr Pascal Alexander-Bossy was appointed as an Executive on 20 November 2023. 6 Ms Sarah Clarke became an Executive on 20 November 2023. 7 Mr Timothy Anderson ceased to be a KMP on 17 November 2023, with 1,400,000 options forfeited when he ceased employment. ANDROMEDA METALS LIMITED 64 Directors’ report Remuneration report (audited) 1.10.4 Key management personnel performance rights holdings 2024 BALANCE AT PREVIOUS YEAR REPORTING DATE GRANTED DURING THE PERIOD CONVERTED DURING THE PERIOD OTHER BALANCE AT REPORTING DATE1 Non-executive Directors Michael Wilkes - - - - - Melissa Holzberger2 - - - - - Austen Perrin - - - - - Sue-Ann Higgins3 - - - - - Executive Directors Bob Katsiouleris - - - - - James Marsh4 4,660,000 - - (4,660,000)4 - Executives Joseph Ranford 4,600,000 5,391,7005 (4,600,000) 5,391,700 Pascal Alexander-Bossy6 - 4,838,7007 - - 4,838,700 Sarah Clarke8 3,564,5009 3,564,500 Timothy Anderson10 1,500,000 - - (1,500,000)10 - Total 10,760,000 13,794,900 - (10,760,000) 13,794,900 Footnotes to the above table in section 1.10.4 1 As at 30 June 2024, there were no performance rights held by KMP that had vested and were exercisable. 2 Ms Melissa Holzberger ceased to be a Director on 2 February 2024. 3 Ms Sue-Ann Higgins was appointed to the Board on 21 February 2024 and Executive Chair subsequent to the period, on 11 September 2024. 4 Mr James Marsh ceased to be an Executive on 17 November 2023, with 106,751 Performance Rights being forfeited when he ceased employment and a further 4,553,249 Performance Rights subsequently lapsed. 5 During the FY24, 5,391,700 performance rights were issued to Mr Ranford and 4,600,00 performance rights issued to Mr Radford in previous periods lapsed. 6 Mr Pascal Alexander-Bossy was appointed an Executive on 20 November 2023. 7 During FY24, 4,838,700 performance rights were issued to Mr Alexander-Bossy. 8 Ms Sarah Clarke became an Executive on 20 November 2023. 9 During FY24, 3,564,500 performance rights were issued to Ms Clarke. 10 Mr Timothy Anderson ceased to be an Executive on 17 November 2023, with 1,500,000 Performance Rights being forfeited when he ceased employment. ANNUAL REPORT 2024 65 Directors’ report Remuneration report (audited) End of remuneration report (audited) 1.11 KEY MANAGEMENT PERSONNEL SHAREHOLDING The numbers of shares in the Company held during the financial year by key management personnel, including personally related entities are set out below: 2024 BALANCE AT 1 JULY 2023 RECEIVED THROUGH EXERCISE OF OPTIONS/ RIGHTS PURCHASE OR DISPOSAL DURING THE YEAR OTHER (shares held when ceasing to be KMP) BALANCE AT 30 JUNE 2024 Non-executive Directors Michael Wilkes 3,533,195 - - - 3,533,195 Melissa Holzberger1 657,948 (657,948) - Austen Perrin 939,598 - - - 939,598 Sue-Ann Higgins2 - - - - - Executive Directors Bob Katsiouleris3 11,950,000 - - - 11,950,000 James Marsh4 14,195,153 (14,195,153) - Executives Joseph Ranford 8,360,000 - - - 8,360,000 Pascal Alexander-Bossy5 - - - - - Sarah Clarke6 - - - - - Timothy Anderson7 262,500 - - (262,500) - Total 39,898,394 - - (15,115,601) 24,782,793 Footnotes to the above table in section 1.11 1 Ms Melissa Holzberger ceased as a Non-executive Director at 02 February 2024. 2 Ms Sue-Ann Higgins commenced as a Non-executive Director at 21 February 2024. 3 Mr Bob Katsiouleris ceased to be an Executive Director at 31 July 2024. 4 Mr James Marsh ceased to be an Executive at 17 November 2024. 5 Mr Pascal Alexander-Bossy was appointed an Executive on 20 November 2023. 6 Ms Sarah Clarke became an Executive on 20 November 2023. 7 Mr Timothy Anderson ceased to be an Executive on 17 November 2024. 1.12 OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL AND/OR THEIR RELATED PARTIES Mr Wilkes invoices through his private company for Director’s Fees only. It is not a separate entity that provides consulting services to the Company. The NEDs Austen Perrin and Sue-Ann Higgins are paid Director’s Fees through the Company’s payroll. During the year, Mr Wilkes, Mr Perrin and Ms Higgins satisfied the definition and maintained their status as Independent NEDs, thus retain objectivity and their ability to meet their oversight role. Subsequent to the end of the financial year, Ms Sue-Ann Higgins was appointed Executive Chair, effective 11 September 2024, and is therefore no longer considered independent. Mr Luke Anderson invoiced through his private company for consulting fees prior to his commencement as Managing Director / CEO during his handover with Mr Katsiouleris. Shareholder approval will be sought for the issue of 10,138,200 performance rights to Mr Katsiouleris as part of the FY24 LTI awards. ANDROMEDA METALS LIMITED 66 Auditors independence declaration ĞůŽŝƚƚĞdŽƵĐŚĞdŽŚŵĂƚƐƵ EϳϰϰϵϬϭϮϭϬϲϬ ϭϭtĂLJŵŽƵƚŚ^ƚƌĞĞƚ ĚĞůĂŝĚĞ͕^͕ϱϬϬϬ ƵƐƚƌĂůŝĂ dĞů͗нϲϭϴϴϰϬϳϳϬϬϬ ǁǁǁ͘ĚĞůŽŝƚƚĞ͘ĐŽŵ͘ĂƵ >ŝĂďŝůŝƚLJůŝŵŝƚĞĚďLJĂƐĐŚĞŵĞĂƉƉƌŽǀĞĚƵŶĚĞƌWƌŽĨĞƐƐŝŽŶĂů^ƚĂŶĚĂƌĚƐ>ĞŐŝƐůĂƚŝŽŶ͘ DĞŵďĞƌŽĨĞůŽŝƚƚĞƐŝĂWĂĐŝĨŝĐ>ŝŵŝƚĞĚĂŶĚƚŚĞĞůŽŝƚƚĞŽƌŐĂŶŝƐĂƚŝŽŶ͘ ϯϬ^ĞƉƚĞŵďĞƌϮϬϮϰ dŚĞŽĂƌĚŽĨŝƌĞĐƚŽƌƐ ŶĚƌŽŵĞĚĂDĞƚĂůƐ>ŝŵŝƚĞĚ >ĞǀĞůϭϬͬϰϯϭ<ŝŶŐtŝůůŝĂŵ^ƚƌĞĞƚ >/ ^ϱϬϬϬ ĞĂƌŽĂƌĚDĞŵďĞƌƐ Auditor’s Independence Declaration to Andromeda Metals Limited /ŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƐĞĐƚŝŽŶϯϬϳŽĨƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚϮϬϬϭ͕/ĂŵƉůĞĂƐĞĚƚŽƉƌŽǀŝĚĞƚŚĞĨŽůůŽǁŝŶŐĚĞĐůĂƌĂƚŝŽŶŽĨ ŝŶĚĞƉĞŶĚĞŶĐĞƚŽƚŚĞĚŝƌĞĐƚŽƌƐŽĨŶĚƌŽŵĞĚĂDĞƚĂůƐ>ŝŵŝƚĞĚ͘ ƐůĞĂĚĂƵĚŝƚƉĂƌƚŶĞƌĨŽƌƚŚĞĂƵĚŝƚŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŽĨŶĚƌŽŵĞĚĂDĞƚĂůƐ>ŝŵŝƚĞĚĨŽƌƚŚĞLJĞĂƌĞŶĚĞĚϯϬ:ƵŶĞ ϮϬϮϰ͕/ĚĞĐůĂƌĞƚŚĂƚƚŽƚŚĞďĞƐƚŽĨŵLJŬŶŽǁůĞĚŐĞĂŶĚďĞůŝĞĨ͕ƚŚĞƌĞŚĂǀĞďĞĞŶŶŽĐŽŶƚƌĂǀĞŶƚŝŽŶƐŽĨ͗ ;ŝͿ dŚĞĂƵĚŝƚŽƌŝŶĚĞƉĞŶĚĞŶĐĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚϮϬϬϭŝŶƌĞůĂƚŝŽŶƚŽƚŚĞĂƵĚŝƚ͖ĂŶĚ ;ŝŝͿ ŶLJĂƉƉůŝĐĂďůĞĐŽĚĞŽĨƉƌŽĨĞƐƐŝŽŶĂůĐŽŶĚƵĐƚŝŶƌĞůĂƚŝŽŶƚŽƚŚĞĂƵĚŝƚ͘ zŽƵƌƐĨĂŝƚŚĨƵůůLJ >K/dd dKh, dK,Dd^h ĂƌƌĞŶ,Ăůů WĂƌƚŶĞƌ ŚĂƌƚĞƌĞĚĐĐŽƵŶƚĂŶƚƐ ANNUAL REPORT 2024 67 Consolidated statement of profit or loss and other comprehensive income for the year ended 30 June 2024 Financial report (audited) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. NOTE YEAR ENDED 30/06/24 $ YEAR ENDED 30/06/23 $ Other income 4 1,030,276 2,002,153 Impairment of exploration and evaluation assets 9 (853,792) (672,213) Exploration and evaluation expenditure expensed 9 (10,180) (72,374) Administration expenses (1,818,991) (2,158,334) Corporate consulting expenses (1,359,401) (1,959,036) Company promotion (65,609) (85,160) Salaries and wages (2,976,226) (2,799,835) Directors’ fees (403,763) (425,194) Occupancy expenses (2,099) (25,477) Research and development (821,124) (2,838,533) Share based payments 11,753 (427,243) Loss before income tax 4 (7,269,156) (9,461,246) Tax expense 5 - - Loss for the year (7,269,156) (9,461,246) Other comprehensive income, net of income tax - - Total comprehensive loss for the year (7,269,156) (9,461,246) Earnings per share Basic (cents per share) – (Loss) 25 (0.23) (0.30) Diluted (cents per share) – (Loss) 25 (0.23) (0.30) ANDROMEDA METALS LIMITED 68 Consolidated statement of financial position as at 30 June 2024 Financial report (audited) The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. NOTE 30/06/24 $ 30/06/23 $ CURRENT ASSETS Cash and cash equivalents 6 5,436,262 15,300,890 Trade and other receivables 7 706,141 2,841,021 Assets classified as held for sale 9a - 1,750,000 TOTAL CURRENT ASSETS 6,142,403 19,891,911 NON-CURRENT ASSETS Exploration and evaluation assets 9 143,987,140 142,124,436 Property, plant and equipment 10 5,949,169 2,714,037 Other financial assets 8 1,989,303 300,107 TOTAL NON-CURRENT ASSETS 151,925,612 145,138,580 TOTAL ASSETS 158,068,015 165,030,491 CURRENT LIABILITIES Trade and other payables 11 2,250,227 1,730,341 Lease liabilities - current 13 215,898 200,576 Provisions 12 251,112 309,711 TOTAL CURRENT LIABILITIES 2,717,237 2,240,628 NON-CURRENT LIABILITIES Provisions 14 109,407 106,480 Lease liabilities - non-current 13 365,437 526,540 TOTAL NON-CURRENT LIABILITIES 474,844 633,020 TOTAL LIABILITIES 3,192,081 2,873,648 NET ASSETS 154,875,934 162,156,843 EQUITY Issued capital 15 219,882,120 219,882,120 Reserves 16 1,132,222 5,213,883 Accumulated losses (66,138,408) (62,939,160) TOTAL EQUITY 154,875,934 162,156,843 ANNUAL REPORT 2024 69 Consolidated statement of changes in equity for the year ended 30 June 2024 Financial report (audited) The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. ISSUED CAPITAL $ SHARE OPTION RESERVE $ NCI ACQUISITION RESERVE $ ACCUMULATED LOSSES $ TOTAL $ Balance at 30 June 2022 219,250,120 5,938,472 926,813 (54,924,558) 171,190,847 Loss attributable to the year - - - (9,461,246) (9,461,246) Total comprehensive loss for the year - - - (9,461,246) (9,461,246) Conversion of performance rights 632,000 (632,000) - - - Fair value of options issued to directors - 144,178 - - 144,178 Fair value of performance rights issued to directors - 413,130 - - 413,130 Fair value of options issued to employees - 91,197 - - 91,197 Fair value of performance rights issued to employees - 136,383 - - 136,383 Performance rights forfeited - (292,171) - - (292,171) Options expired - (1,446,644) - 1,446,644 - Options forfeited - (65,475) - - (65,475) Balance at 30 June 2023 219,882,120 4,287,070 926,813 (62,939,160) 162,156,843 Loss attributable to the year - - - (7,269,156) (7,269,156) Total comprehensive loss for the year - - - (7,269,156) (7,269,156) Conversion of performance rights Fair value of options issued to directors - 35,693 - - 35,693 Fair value of performance rights issued to directors - 97,235 - - 97,235 Fair value of performance rights issued to employees - 104,289 - - 104,289 Performance rights forfeited - (36,392) - - (36,392) Performance rights expired - (3,363,042) - 3,363,042 - Options forfeited - (212,578) - - (212,578) Options expired - (706,866) - 706,866 - Balance at 30 June 2024 219,882,120 205,409 926,813 (66,138,408) 154,875,934 ANDROMEDA METALS LIMITED 70 Consolidated statement of cash flows for the year ended 30 June 2024 Financial report (audited) INFLOWS/(OUTFLOWS) YEAR ENDED 30/06/24 $ YEAR ENDED 30/06/23 $ Cash flows relating to operating activities Receipts from government grants 2,067,379 353,602 Payments to suppliers and employees (7,119,762) (9,488,392) Net cash used in operating activities (5,052,383) (9,134,790) Cash flows relating to investing activities Interest received 297,036 382,353 Receipts from government grants 2,270,256 - Receipts/(payment) of environmental bonds 7,000 (10,000) Receipts from tenement sales 550,000 - Receipts from share sales 206,500 - Payments for exploration and evaluation expenditure (4,835,139) (7,521,335) Payments for property, plant and equipment (3,060,297) (1,076,685) Cash transferred from/(to) secured term deposit - 32,524 Net cash used in investing activities (4,564,644) (8,193,143) Cash flows relating to financing activities Lease payments (226,544) (197,006) Interest paid (21,057) (27,374) Net cash used in financing activities (247,601) (224,380) Net decrease in cash and cash equivalents (9,864,628) (17,552,313) Cash at beginning of financial year 15,300,890 32,853,203 Cash and cash equivalents at end of financial year 5,436,262 15,300,890 ANNUAL REPORT 2024 71 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes Financial report (audited) Reconciliation of loss for the period to net cash flow from operating activities: INFLOWS/(OUTFLOWS) YEAR ENDED 30/06/24 $ YEAR ENDED 30/06/23 $ Loss for the period (7,296,156) (9,461,246) Interest income (214,371) (459,521) Share based remuneration (11,753) 427,243 Depreciation 490,815 424,722 Interest expense 21,057 27,374 Exploration written off or impaired 863,972 744,587 Research and development incentive received (operating) 2,067,379 353,602 (Increase) in receivables (750,959) (1,510,517) Increase/(decrease) in payables (136,316) 89,310 Increase/(decrease) in provisions (55,673) 195,356 Loss on disposal of assets 100,750 - Fair value movement of financial instruments (158,129) 34,300 Net operating cash flows (5,052,383) (9,134,790) Consolidated statement of cash flows for the year ended 30 June 2024 ANDROMEDA METALS LIMITED 72 Notes to the financial statements for the financial year ended 30 June 2024 Financial report (audited) 1 GENERAL INFORMATION Andromeda Metals Limited (the Company) is a listed public company, incorporated in Australia and operating in Australia. Andromeda Metals Limited’s registered office and its principal place of business are as follows: Registered office Level 10, 431 King William Street Adelaide South Australia, 5000 Principal place of business Level 10, 431 King William Street Adelaide South Australia, 5000 Principal activities The principal activity of the Company is the advancement of the Great White Project (GWP) through the development of production facilities for kaolin products to meet increasing market demand. Presentation currency and rounding These financial statements are presented in Australian Dollars ($). The company is of a kind referred to in ASIC Corporations (Rounding in Financials/Directors’ Reports) Instrument 2016/191, dated 24 March 2016, and in accordance with that Corporations Instrument amounts the financial report are rounded off to the nearest dollar, unless otherwise indicated. 2 ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for an accounting period that begins on or after 1 July 2023. There has been no material impact to the financial statements of the Group from adopting the updated Standards. STANDARD IMPACT AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates Requires the disclosure of material accounting policy information and clarifies how entities should distinguish changes in accounting policies and changes in accounting estimates. The application of the amendments did not have a material impact on the Group’s consolidated financial statements but has changed the disclosure of accounting policy information in the financial statements. AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from a Single Transaction Clarifies that deferred taxes must be recognised where, on initial recognition of an asset or liability, the transaction gives rise to equal taxable and deductible temporary differences. AASB 2023-2 Amendments to Australian Accounting Standards – International Tax Reform – Pillar Two Model Rules Prohibits the recognition and disclosure of deferred taxes arising from OECD Pillar Two income taxes and requires certain disclosures related to those taxes. The Group applied the mandatory exception to the recognition and disclosure of deferred taxes arising from OECD Pillar Two income taxes for the first time for the annual reporting period ending 30 June 2023. The Group will disclose any known or reasonably estimable information that helps users of financial statements understand the entity’s exposure to Pillar Two income taxes arising from Pillar Two legislation that is substantively enacted in any jurisdiction in which the entity operates. As at 30 June 2024, substantive enactment has not occurred in any of those jurisdictions. Furthermore, the entity will separately disclose the amount of current tax arising from Pillar Two taxes in periods where the Pillar Two legislation is operative. ANNUAL REPORT 2024 73 Financial report (audited) Notes to the financial statements Standards and Interpretations on issue but not yet effective Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Group for the annual reporting period ended 30 June 2024. Those which may be relevant to the Group are set out in the table below. STANDARD/AMENDMENT EFFECTIVE FOR ANNUAL REPORTING PERIODS BEGINNING ON OR AFTER NATURE OF THE CHANGE AND EXPECTED IMPACT AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (as amended) 1 January 2025 Limits the recognition of gain or loss arising from the loss of control of a subsidiary that does not contain a business in a transaction with an associate or joint venture to the extent of the unrelated investors’ interest in that associate or joint venture. Similar limitations apply to remeasurements of retained interests in former subsidiaries. These amendments may impact the Group’s consolidated financial statements in future periods should such transactions arise. AASB 2022-6 Amendments to Australian Accounting Standards –Non-current Liabilities with Covenants 1 January 2024 Clarifies when liabilities should be presented as current or non-current in the statement of financial position, including the impact of covenants on that classification. The amendments may impact the classification of the Group’s financial liabilities in future periods as certain of those liabilities are subject to covenants AASB 2023-5 Amendments to Australian Accounting Standards – Lack of Exchangeability 1 January 2025 Specifies how to assess whether a currency is exchangeable and how to determine the exchange rate when it is not. The Group currently does not have operations in countries where the currency is not exchangeable at the measurement date. AASB 2022-5 Amendments to Australian Accounting Standards –Lease Liability in a Sale and Leaseback 1 January 2024 Requires a seller-lessee to subsequently measure lease liabilities arising from a sale and leaseback transaction in a way that does not result in recognition of a gain or loss that relates to the right of use it retains. The Group does not currently have sale and leaseback arrangements. The Group will apply the amendments if sale and leaseback arrangements are entered into in the future. AASB 2023-1 Amendments to Australian Accounting Standards – Supplier Finance Arrangements 1 January 2024 Requires the disclosure of information about an entity’s supplier finance arrangements. The Group currently does not have any supplier finance arrangements. The Directors of the Company do not anticipate that the application of the amendments will have a material impact on the Group’s consolidated financial statements. ANDROMEDA METALS LIMITED 74 Financial report (audited) Notes to the financial statements 3 MATERIAL ACCOUNTING POLICIES Statement of compliance These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law. The financial statements comprise the consolidated statements of the Group. For the purpose of preparing the consolidated financial statements, the Company is a profit entity. Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Company and the Group comply with International Financial Reporting Standards (‘IFRS’). The financial statements were authorised for issue by the directors on 30 September 2024. Basis of preparation The financial report has been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted. In the application of the Group’s accounting policies, which are described below, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements. Actual results may differ from these estimates. Significant management judgement The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in financial statements. Estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. Exploration and evaluation expenditure The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgement in determining whether it is likely that future economic benefits are likely either from future exploration or sale or whether activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The determination of a Joint Ore Reserves Committee (JORC) resource is itself an estimation process that requires varying degrees of uncertainty depending on sub-classification and these estimates directly impact the point of deferral of exploration and evaluation expenditure. The deferral policy requires management to make certain estimates and assumptions about future events or circumstances, in particular whether an economically viable extraction operation can be established. Estimates and assumptions made may change if new information becomes available. Ore reserve and resource estimates The Group estimates its ore reserves and mineral resources based on information compiled by Competent Persons (as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Resources (the JORC Code). Reserves determined in this way are taken into account in considering the recoverability of capitalised exploration and evaluation expenditure. Going concern The consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will continue normal business activities, realise its assets and discharge its liabilities in the ordinary course of business for a period of at least 12 months from the date these financial statements are approved. For the year ended 30 June 2024 the Group incurred a net loss of $7,269,156 (30 June 2023: $9,461,246), and experienced net cash outflows from operating activities $5,052,383 (30 June 2023: $9,134,790) and investing activities of $4,564,644 (30 June 2023: $8,193,143). Included in cash from operating activities for the year ended 30 June 2024 are receipts from government grants of $2,067,379 (30 June 2023: $353,602). Included in cash from investing for the year ended 30 June 2024 are receipts from government grants of $2,270,256 (30 June 2023: Nil). At 30 June 2024, the Group has cash reserves of $5,436,262 (30 June 2023: $15,300,890). ANNUAL REPORT 2024 75 Financial report (audited) Notes to the financial statements The Directors, in their consideration of the appropriateness of using the going concern basis for the preparation of the financial statements, have had regard to the following matters: y In August 2024, the Group successfully completed a share placement to sophisticated and institutional investors raising $3.14 million after costs. Additionally, the Company is undertaking a pro-rata non-renounceable rights entitlement offer to existing shareholders to raise up to a further $3.1 million before costs. y The Group continues to pursue its flagship development, the Great White Project. Certain activities will continue to be undertaken on the Project such as the procurement of certain long lead items, development of a start-up project team and preliminary construction activities in advance of a final investment decision for the Great White Project. y It is noted that substantial expenditure to develop the Project will only take place once a final investment decision has been made, following the securing of the required debt and equity funding. y The Group is in ongoing dialogue with a select number of debt capital market participants in relation to the Great White Project. Progress is being made towards finding an appropriate debt funding package to partially support the Project’s funding needs. y The Group has also engaged Azure Capital as an advisor to identify strategic and cornerstone investors to develop the Great White Project and advise on any M&A marketing opportunities. y Should funding for the Great White Project not be secured by February 2025, uncommitted expenditure will cease until funding is secured. Under this scenario, management have prepared a cash flow forecast for the period ending 30 September 2025 which indicates minimum funding of $4.5 million will be required progressively over the period commencing from March 2025 by way of debt, equity or other forms of funding to continue to progress the Group’s projects through to 30 September 2025. y The Group is pursuing other funding options in addition to debt for the Great White project and for general corporate purposes, in order to provide coverage for the Group’s non-Project expenditure and coverage for the Project’s development up to initial commercial production should an investment decision be made for the Project. y On 6 May 2024, the Company announced expansion plans for GWP had been brought forward due to anticipated sales volumes, increasing planned production of new Stage 1A+ for 100,000 wmt pa (from previously planned 55,000 wmt pa). This increased the pre-tax NPV8 of the GWP to $1,074 million ($763 million post tax NPV8), a $64 million increase over the 2023 DFS for the Great White Project. In considering the above and the factors available to the Directors to manage the Group’s risks, the Directors are satisfied it remains appropriate to prepare the financial statements on the going concern basis. Should the Group be unable to achieve the additional funding referred to above, there is a material uncertainty that may cast significant doubt as to whether the Group will be able to continue as a going concern and, therefore, whether it will realise its assets and discharge its liabilities in the normal course of business. No adjustments have been made to the financial statements relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern. Accounting policies a) Cash and cash equivalents In the statement of financial position, cash and bank balances comprise cash (i.e. cash on hand and demand deposits) and cash equivalents. Cash equivalents are short-term (generally with original maturity of three months or less), highly liquid investments that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value. Cash equivalents are held for the purpose of meeting short-term cash commitments rather for investment or other purposes. Bank balances for which use by the Group is subject to third party contractual restrictions are included as part of cash unless the restrictions result in a bank balance no longer meeting the definition of cash. Contractual restrictions affecting use of bank balances are disclosed in note 22(e). If the contractual restrictions to use the cash extend beyond 12 months after the end of the reporting period, the related amounts are classified as non- current in the statement of financial position. For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above. b) Employee benefits A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. Liabilities recognised in respect of short- term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service. ANDROMEDA METALS LIMITED 76 Financial report (audited) Notes to the financial statements Liabilities recognised in respect of other long- term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date. Contributions to accumulated benefit superannuation plans are expensed when incurred. c) Exploration and evaluation expenditure Exploration and evaluation expenditures in relation to each separate area of interest, are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied: i) the rights to tenure of the area of interest are current; and ii) at least one of the following conditions is also met: – the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale: or – exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploration drilling, trenching and sampling and associated activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they relate directly to operational activities in a particular area of interest. Exploration and evaluation assets are assessed for impairment when facts and circumstances (as defined in AASB 6 “Exploration for and Evaluation of Mineral Resources”) suggest that the carrying amount of exploration and evaluation assets may exceed its recoverable amount. The recoverable amount of the exploration and evaluation assets (or the cash-generating unit(s) to which it has been allocated, being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Where a decision is made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment, reclassified to development properties, and then amortised over the life of the reserves associated with the area of interest once mining operations have commenced. Farm-outs – exploration and evaluation phase The consolidated entity accounts for the treatment of farm-out arrangements under AASB 6 Evaluation of Mineral Resources under these arrangements: ¬ the farmor will not capitalise any expenditure settled by the farmee; ¬ any proceeds received that are not attributable to future expenditure are initially credited against the carrying amount of any existing exploration and evaluation asset; and ¬ to the extent that the proceeds received from the farmee exceed the carrying amount of any exploration an evaluation asset that has already been capitalised by the farmor, this excess is recognised as a gain in profit or loss. d) Financial assets Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets. Classification of financial assets Debt instruments that meet the following conditions are measured subsequently at amortised cost: ¬ the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ¬ the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. ANNUAL REPORT 2024 77 Financial report (audited) Notes to the financial statements Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI): ¬ the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and ¬ the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL). Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of a financial asset: ¬ the Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met; and ¬ the Group may irrevocably designate a debt investment that meets the amortised cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch. Amortised cost and effective interest method. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. Amortised cost and effective interest method The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. Impairment of financial assets The Group recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at FVTOCI, lease receivables, trade receivables and contract assets, as well as on financial guarantee contracts. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The Group always recognises lifetime ECL for trade receivables, contract assets and lease receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. e) Goods and service tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except: i) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense or: ii) for receivables and payables which are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. f) Impairment of assets (other than exploration and evaluation) At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash- generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease. ANDROMEDA METALS LIMITED 78 Financial report (audited) Notes to the financial statements Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior periods. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase. g) Income tax Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice. Deferred tax Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items. In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacting by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the consolidated entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the company/consolidated entity intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax for the period Current and deferred tax is recognised as an expense or income in the Statement of Comprehensive Income, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess. Tax consolidation The Company and all its wholly-owned Australian resident entity are part of a tax-consolidated group under Australian taxation law. Andromeda Metals Limited is the head entity in the tax- consolidated group. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the ‘separate taxpayer within group’ approach. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and tax credits of the members of the tax-consolidated group are recognised by the Company (as head entity in the tax-consolidated group). Due to the existence of a tax funding arrangement between the entities in the tax-consolidated group, amounts are recognised as payable to or receivable by the Company and each member of the group in relation to the tax contribution amounts paid or payable between the parent entity and the other members of the tax-consolidated group in accordance with the arrangement. Further information about the tax funding arrangement is detailed in Note 5 to the financial statements. Where the tax contribution amount recognised by each member of the tax-consolidated group for a particular period is different to the aggregate of the current tax liability or asset and any deferred tax asset arising from unused tax losses and tax credits in respect of that period, the difference is recognised as a contribution from (or distribution to) equity participants. ANNUAL REPORT 2024 79 Financial report (audited) Notes to the financial statements h) Financial liabilities and equity Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Financial liabilities All financial liabilities are measured subsequently at amortised cost using the effective interest method or at FVTPL. However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, and financial guarantee contracts issued by the Group, are measured in accordance with the specific accounting policies set out below. Other financial liabilities All financial liabilities are initially measured at fair value, net of transaction costs. All financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. i) Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition. Depreciation is provided on plant and equipment. Depreciation is calculated on a straight-line basis so as to write off the net cost of each asset over its expected useful life to its estimated residual value. The estimated useful lives, residual values and depreciation method is reviewed at the end of each annual reporting period. Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of- use asset is depreciated over the useful life of the underlying asset. Freehold land is not depreciated. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. The following estimated useful lives are used in the calculation of depreciation: Buildings 20 years Plant and equipment 3-10 years Motor vehicles 4 years Furniture and fittings 3-5 years Office and IT equipment 3-5 years Leasehold improvements 5 years Right of use assets 3-5 years j) Principles of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company: ¬ has power over the investee; ¬ is exposed, or has rights, to variable returns from its involvement with the investee; and ¬ has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including: ¬ the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; ¬ potential voting rights held by the Company, other vote holders or other parties; ANDROMEDA METALS LIMITED 80 Financial report (audited) Notes to the financial statements ¬ rights arising from other contractual arrangements; and ¬ any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company. When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between the aggregate of the fair value of the consideration received and the fair value of any retained interest and the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable AASBs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9, when applicable or the cost on initial recognition of an investment in an associate or a joint venture. k) Interest income Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is that rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount. l) Share-based payments Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in Note 15. 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 equity instruments 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. m) Leases The Group as lessee The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Group recognises the lease payments as an operating expense on a straight- line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. ANNUAL REPORT 2024 81 Financial report (audited) Notes to the financial statements The incremental borrowing rate depends on the term, currency and start date of the lease and is determined based on a series of inputs including: the risk-free rate based on government bond rates; a country-specific risk adjustment; a credit risk adjustment based on bond yields; and an entity- specific adjustment when the risk profile of the entity that enters into the lease is different to that of the Group and the lease does not benefit from a guarantee from the Group. Lease payments included in the measurement of the lease liability comprise: ¬ Fixed lease payments (including in- substance fixed payments), less any lease incentives receivable; ¬ Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; ¬ The amount expected to be payable by the lessee under residual value guarantees; ¬ The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and ¬ Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease. The lease liability is presented as a separate line in the consolidated statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: ¬ The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. ¬ The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). ¬ A lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. The Group did not make any such adjustments during the periods presented. The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under AASB 137. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The right-of-use assets are presented as a separate line in the consolidated statement of financial position. The Group applies AASB 136 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Property, Plant and Equipment’ policy. n) Government grants Government grants are assistance by government in the form of transfers of resources to the Group in return for past or future compliance with certain conditions relating to the operating activities of the entity. ANDROMEDA METALS LIMITED 82 Financial report (audited) Notes to the financial statements Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attached to them and the grant will be received. Government grants whose primary condition is to assist with exploration activities are netted against the exploration asset to which they relate in the statement of financial position. Other government grants are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate on a systematic basis. Government grants receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the consolidated entity with no future related costs are recognised as income in the period in which it becomes receivable. Other grants related to cost reimbursements are recognised as other income in profit or loss in the period when the costs were incurred or when the incentive meets the recognition requirements (if later). o) Business combinations Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of their fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant Standards. Changes in the fair value of contingent consideration classified as equity are not recognised. Where a business combination is achieved in stages, the Group’s previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interest in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3 Business Combinations are recognised at their fair value at the acquisition date, except that: ¬ deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with AASB 112 “Income Taxes” and AASB 119 “Employee Benefits” respectively; ¬ liabilities or equity instruments related to the replacement by the Group of an acquiree’s share-based payment awards are measured in accordance with AASB 2 “Share-based Payment”; and ¬ assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 “Non- current Assets Held for Sale and Discontinued Operations” are measured in accordance with that Standard. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date. The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year. p) Asset acquisitions The acquisition of assets that do not represent a business combination in accordance with AASB 3 Business Combinations are accounted for as an asset acquisition. Accordingly, when an asset acquisition does not constitute a business combination, the cost of acquisition is allocated to the identifiable assets and liabilities based on their relative fair values at the date of purchase. Transactions costs of the acquisition are included in the capitalised cost of the asset. No goodwill arises on the acquisition and no deferred tax will arise due to the initial recognition exemption for deferred tax under AASB 112 Income Taxes. ANNUAL REPORT 2024 83 q) Non-current assets held for sale Non-current assets (and disposal groups) classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable, and the asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale which should be expected to qualify for recognition as a completed sale within one year from the date of classification. When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale. When the Group is committed to a sale plan involving disposal of an investment in an associate or, a portion of an investment in an associate, the investment, or the portion of the investment in the associate, that will be disposed of is classified as held for sale when the criteria described above are met. The Group then ceases to apply the equity method in relation to the portion that is classified as held for sale. Any retained portion of an investment in an associate that has not been classified as held for sale continues to be accounted for using the equity method. r) Research and development Expenditure on research and development activities are recognised in the period in which it is incurred. Research activities are captured in both the Consolidated Statement of Profit or Loss, as expenses, and on the Consolidated Statement of Financial Position as part of the exploration and evaluation assets where appropriate. Research and development government grants, both received and accrued, are recognised in other income, for expenditure recognised as an expense, and offsetting the associated capitalised expenditure when the expenditure is recognised in exploration and evaluation. Financial report (audited) Notes to the financial statements ANDROMEDA METALS LIMITED 84 Financial report (audited) Notes to the financial statements 4 LOSS FROM OPERATIONS YEAR ENDED 30/06/24 $ YEAR ENDED 30/06/23 $ Other income Interest income on bank deposits 214,371 459,521 Gain/(loss) on disposal of assets (i) (100,750) - Government grants (ii) 758,526 1,575,422 Fair value movement in equity investment held at fair value through profit & loss 158,129 (34,300) Other - 1,510 1,030,276 2,002,153 (i) Includes loss on disposal of Trigg Minerals Limited (TMG) shareholding $88,500 (2023: Nil). (ii) Research and development tax incentive recognised of $758,526 (2023: $1,547,422) Other expenses Employee benefit expense: Post-employment benefits: Accumulated benefit superannuation plans 481,713 410,549 Share based payments: Equity settled share-based payments (i) (11,753) 427,243 Other employee benefits (ii) 5,606,791 6,010,358 6,076,751 6,848,150 Less amounts capitalised in exploration and evaluation expenditure (2,771,510) (2,973,779) 3,305,242 3,874,371 Depreciation of property, plant and equipment 490,815 424,722 Short-term rental expenses 56,998 65,746 (i) Share based payments relate to the amortisation of shares, options or performance rights granted to employees. Share based payments do not represent cash payments and may or may not be exercised by the employee. (ii) Other employee benefits include salary and wages expenses of $4,375,281 (2023: $4,552,530), Director Fees $403,763 (2023: $425,194) and Termination expenses of $332,262 (2023: Nil). ANNUAL REPORT 2024 85 Financial report (audited) Notes to the financial statements 5 INCOME TAX YEAR ENDED 30/06/24 $ YEAR ENDED 30/06/23 $ a) Income tax recognised in profit or loss The prima facie income tax expense on the loss before income tax reconciles to the tax expense in the financial statements as follows: Loss from continuing operations (7,269,156) (9,461,246) Income tax income calculated at 25% (2023: 30%) (1,817,289) (2,838,374) Share based payments (2,938) 128,173 Non deductable expenses 203,691 823,590 Non-assessable income (177,654) (464,227) Other - - Deferred tax assets not brought to account 1,794,190 2,350,838 Tax expense - - The tax rate used in the above reconciliation is the corporate tax rate of 25% payable (2023: 30%) by Australian corporate entities on taxable profits under Australian tax law, being the tax rate that is expected to apply to the period when the net deferred tax asset is expected to be realised. b) Recognised tax assets and liabilities Deferred tax assets/(liabilities) are attributable to the following: 30/06/24 $ 30/06/23 $ Trade and other receivables (65,112) (106,908) Exploration and evaluation expenditure (34,359,321) (40,634,183) Assets available for sale - (525,000) Property plant and equipment (51,858) (82,790) Investments (5,490) 37,176 Capital raising costs 631,180 1,061,717 Trade and other payables 110,672 213,712 Employee benefits 76,380 108,357 Other liabilities - - (33,663,549) (39,927,919) Tax value of losses carried forward 33,663,549 39,927,919 Net deferred tax assets / (liabilities) - - ANDROMEDA METALS LIMITED 86 Financial report (audited) Notes to the financial statements c) Unrecognised deferred tax assets: A deferred tax asset has not been recognised in respect of the following items: 30/06/24 $ 30/06/23 $ Tax losses-revenue (Group) 12,992,490 14,076,994 Tax losses-revenue (transferred) 6,474,006 7,768,807 Exploration and evaluation expenditure - - A deferred tax asset has not been recognised in respect of the above tax losses because it is not probable that future taxable profit will be available against which the consolidated entity can utilise the benefit. d) Movement in recognised temporary differences and tax losses 30/06/24 $ 30/06/23 $ Opening balance - - Recognised in equity - - Recognised in income - - Closing balance - - Tax consolidation Relevance of tax consolidation to the consolidated entity The Company and its wholly owned Australian resident entities are in a tax-consolidated group and are therefore taxed as a single entity. The head entity within the tax consolidated group is Andromeda Metals Limited. Nature of tax funding arrangement Entities within the tax-consolidated group have entered into a tax funding arrangement with the head entity. Under the terms of the tax funding arrangement, Andromeda Metals Limited and its wholly owned Australian resident entities have agreed to pay a tax equivalent payment to or from the head entity, based on the current tax liability or current tax asset of the entity. Such amounts are reflected in amounts receivable from or payable to other entities in the- consolidated group. 6 CASH AND CASH EQUIVALENTS 30/06/24 $ 30/06/23 $ Cash at bank 5,436,262 5,300,890 Cash on deposit (i) - 10,000,000 5,436,262 15,300,890 (i) Term Deposits with maturity of 3 months or less at varying interest rates in excess of cash at bank rates. ANNUAL REPORT 2024 87 Financial report (audited) Notes to the financial statements 7 CURRENT TRADE AND OTHER RECEIVABLES 30/06/24 $ 30/06/23 $ Interest receivable 4,168 86,998 Government grant receivable 354,422 2,401,143 Prepaid expenses 256,280 269,362 GST Receivable 87,611 42,413 Other receivables and prepayments 3,660 41,105 706,141 2,841,021 8 OTHER NON-CURRENT FINANCIAL ASSETS 30/06/24 $ 30/06/23 $ Deposits (Note 22 (e)) 226,023 225,857 Equity Investments at fair value through profit & loss (i) 1,708,280 12,250 Environmental bonds 55,000 62,000 1,989,303 300,107 (i) Shares owned in listed & unlisted companies with fair value based on the quoted share price with fair value recognised in Note 4. 9 EXPLORATION AND EVALUATION ASSETS 30/06/24 $ 30/06/23 $ Costs brought forward 142,124,436 137,367,031 Expenditure incurred during the year 4,906,454 7,372,212 Government grants received / receivable (1,579,626) (370,220) 145,451,264 144,369,023 Impairment of exploration and evaluation expenditure assets Expenditure impaired (i) (853,792) (672,213) Expenditure written off (ii) (10,180) (72,374) Transfer to assets held for sale- refer note 9(a) (600,152) (1,500,000) (1,464,124) (2,244,587) 143,987,140 142,124,436 ANDROMEDA METALS LIMITED 88 Financial report (audited) Notes to the financial statements (i) Impairment Impairment of specific exploration and evaluation assets during the year have occurred where Directors have concluded that capitalised expenditure is unlikely to be recovered by sale or future exploitation. At each reporting date the group undertakes an assessment of the carrying amount of its exploration and evaluation assets. During the year indicators of impairment were identified on certain exploration and evaluation assets in accordance with AASB 6 Exploration for and Evaluation of Mineral Resources. The identified impairment relates to the tenements that are going through a sale process and the carrying value has been written down to the expected sale proceeds. As a result of this review, an impairment loss of $853,792 (2023: $672,213) has been recognised in relation to areas of interest where the Directors have concluded that the capitalised expenditure is written down to its estimated recoverable or sale value. (ii) Expenditure written off relates to exploration and evaluation expenditure associated with tenements or parts of tenements that have been surrendered, or exploration to identify new exploration targets where no tenure is currently held by the Company. The recoverability of the carrying value of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest. 9a ASSETS HELD FOR SALE 30/06/24 $ 30/06/23 $ Exploration and evaluation assets - 1,750,000 Selected exploration & evaluation assets were actively marketed with sales finalised prior to 30 June 2024. The associated exploration asset has been written down to the expected value of the sales proceeds. The excess carrying value of the exploration asset has been impaired prior to the asset being reclassified into assets held for sale. ANNUAL REPORT 2024 89 Financial report (audited) Notes to the financial statements 10 PROPERTY, PLANT AND EQUIPMENT LAND & BUILDINGS PLANT & EQUIPMENT WORK IN PROGRESS MOTOR VEHICLES FURNITURE & FITTINGS OFFICE & IT EQUIPMENT LEASEHOLD IMPROVEMENT RIGHT OF USE ASSETS TOTAL 2023/24 Gross carrying amount Opening balance 736,180 482,254 722,829 4,792 111,308 195,999 84,104 1,024,572 3,362,038 Additions 969,781 22,540 2,500,404 126,359 - 7,742 - 99,120 3,725,947 Transfers - - - - - - - - - Balance 30 June 2024 1,705,961 504,794 3,223,233 131,151 111,308 203,741 84,104 1,123,693 7,087,985 Accumulated depreciation Opening balance (31,930) (137,572) - (4,473) (32,712) (126,154) (20,886) (294,274) (648,001) Depreciation (16,931) (117,923) - (11,983) (22,403) (42,683) (16,821) (262,072) (490,815) Balance 30 June 2023 (48,861) (255,494) - (16,455) (55,115) (168,837) (37,707) (556,347) (1,138,816) Net Book Value 30 June 2024 1,657,100 249,300 3,223,233 114,696 56,193 34,904 46,397 567,346 5,949,169 2022/23 Gross carrying amount Opening balance 736,180 445,824 92,172 4,792 18,263 165,560 - 894,807 2,357,598 Additions - 141,862 702,374 - - 30,439 - 129,765 1,004,440 Transfers - (105,432) (71,717) - 93,045 - 84,104 - - Balance 30 June 2023 736,180 482,254 722,829 4,792 111,308 195,999 84,104 1,024,572 3,362,038 Accumulated depreciation Opening balance (15,026) (48,826) - (4,209) (5,798) (80,735) - (68,685) (223,279) Depreciation (16,904) (88,746) - (264) (26,914) (45,419) (20,886) (225,589) (424,722) Balance 30 June 2023 (31,930) (137,572) - (4,473) (32,712) (126,154) (20,886) (294,274) (648,001) Net book value 30 June 2023 704,250 344,682 722,829 319 78,596 69,845 63,218 730,298 2,714,037 ANDROMEDA METALS LIMITED 90 Financial report (audited) Notes to the financial statements 10 PROPERTY, PLANT AND EQUIPMENT continued The Group has three leases, one for office premises, one for property, and the other for equipment. The average lease term is 1.75 years (2023: 2.75 years). 30/06/24 $ 30/06/23 $ Amount recognised in profit or loss Depreciation expense on right-to-use assets 262,072 225,589 Interest expense on lease liabilities 21,057 27,374 Expense relating to short term leases 56,998 65,746 The total cash outflow for leases amounts to $247,601 (2023: $224,381). 11 CURRENT LIABILITIES – TRADE AND OTHER PAYABLES 30/06/24 $ 30/06/23 $ Trade payables and accruals (i) 2,250,227 1,730,341 2,250,227 1,730,341 (i) Trade payables and accruals principally comprise amounts outstanding for trade purchases in relation to exploration activities and ongoing costs. The average credit period taken for trade purchases is 30 days. No interest is charged on the trade payables. The Group has financial risk management policies in place to ensure that all payables are paid within the agreed credit terms. 12 CURRENT LIABILITIES – PROVISIONS 30/06/24 $ 30/06/23 $ Employee benefits – annual leave 251,112 309,710 251,112 309,710 Movement in employee benefits Balance at the beginning of the year 309,711 185,337 Leave accrued 328,697 347,107 Leave taken (387,296) (222,733) Closing value 251,112 309,711 ANNUAL REPORT 2024 91 Financial report (audited) Notes to the financial statements 13 LEASE LIABILITIES 30/06/24 $ 30/06/23 $ Maturity analysis: Year 1 231,688 221,161 Year 2 223,680 218,679 Year 3 152,316 196,764 Year 4 - 134,372 Year 5 - - 607,684 770,976 Less unearned interest (26,349) (43,860) Closing value 581,335 727,116 Analysed as: Current 215,898 200,576 Non-current 365,437 526,540 581,335 727,116 The Group does not face a significant liquidity risk with regards to its lease liabilities. Lease liabilities are monitored within the Group’s treasury function. 14 NON-CURRENT LIABILITIES - PROVISIONS 30/06/24 $ 30/06/23 $ Employee benefits – long service leave 54,407 51,480 Make good provision 55,000 55,000 109,407 106,480 15 ISSUED CAPITAL 30/06/24 $ 30/06/23 $ 3,110,270,932 fully paid ordinary shares (2023: 3,110,270,932) 219,934,341 219,934,341 2,107,500 treasury stock (2023: 2,107,500) (52,221) (52,221) 219,882,120 219,882,120 Movement in issued shares for the year: NUMBER YEAR ENDED 30/06/24 $ NUMBER YEAR ENDED 30/06/23 $ Fully paid ordinary shares Balance at beginning of financial year 3,110,270,932 219,934,341 3,108,008,432 219,302,341 Conversion of Performance Rights - - 2,262,500 632,000 Balance at end of financial year 3,110,270,932 219,934,341 3,110,270,932 219,934,341 Treasury stock Balance at beginning of financial year (2,107,500) (52,221) (2,107,500) (52,221) Balance at end of financial year (2,107,500) (52,221) (2,107,500) (52,221) Total issued capital 3,108,163,432 219,882,120 3,108,163,432 219,882,120 ANDROMEDA METALS LIMITED 92 Financial report (audited) Notes to the financial statements Fully paid shares carry one vote per share and carry the right to dividends. i) Represents the value of shares at the date of issue. Details of the acquisition are disclosed in Note 29 below. Financial year ended 30 June 2024 There were no shares issued as part of a capital raising during the year. Financial year ended 30 June 2023 There were no shares issued as part of a capital raising during the year. Share options on issue OPENING AS AT 30/6/23 ISSUED EXERCISED FORFEITED LAPSED CLOSING AS AT 30/6/24 Unlisted options (i) 20,000,000 - - - (20,000,000) - Unlisted options (ii) 4,760,000 - - (3,110,000) - 1,650,000 Total 24,760,000 - - (3,110,000) (20,000,000) 1,650,000 (i) Issued on 24/12/19 with an exercise price of 7.5 cents and an expiry date of 28/11/23. (ii) Issued on 3/12/21 and vest 31/12/23 with an exercise price of 23.75 cents and an expiry date of 31/12/25. Performance rights OPENING AS AT 30/6/23 ISSUED EXERCISED FORFEITED LAPSED CLOSING AS AT 30/6/24 Performance rights (i) 9,557,600 - - (106,751) (9,450,849) - Performance rights (ii) 4,779,111 - - (30,629) (4,748,482) - Performance rights (iii) 2,760,000 - - - (2,760,000) - Performance rights (iv) 1,500,000 - - (1,500,000) - - Performance rights (v) - 22,653,500 - - - 22,653,500 Total 18,596,711 22,653,500 - (1,637,380) (16,959,331) 22,653,500 (i) Issued on the 26/11/20 expiring on the 26/11/23. The vesting condition is the Commencement of mining at the Great White Deposit (or equivalent deposit). (ii) Issued on the 26/08/21, with an expiry date of 23/12/23. 67.7% of the Performance Rights to vest upon the commencement of mining and 32.3% of the Performance Rights to vest upon the first shipment of Kaolin product. (iii) Issued 25/11/21, with an expiry date of 30/6/24. The performance rights will vest and be convertible into fully paid ordinary shares in the Company upon commercial shipment of a refined kaolin product, with the following graduated hurdles: i. 50,000 tonnes shipped will result in 20% of Performance Rights to vest; ii. 115,000 tonnes shipped will result in 50% of Performance Rights to vest; iii. 165,000 tonnes or more shipped will result in 100% of Performance Rights to vest. (iv) Issued on 2/12/21, with an expiry date of 30/6/24. The performance rights will vest and be convertible into fully paid ordinary shares in the Company upon commercial shipment of a refined kaolin product, with the following graduated hurdles: i. 50,000 tonnes shipped will result in 20% of Performance Rights to vest; ii. 115,000 tonnes shipped will result in 50% of Performance Rights to vest; iii. 165,000 tonnes or more shipped will result in 100% of Performance Rights to vest. (v) Issued on the 18/03/2024 and expiring on the 31/12/2027. Vesting of the Performance Rights subject to performance conditions based on the Company’s total shareholder returns relative to a selected group of ASX- listed peer group companies: i. RTSR below 50th percentile: 0% of Performance Rights vest ii. RTSR 50th percentile: 50% of Performance Rights vest iii. RTSR 75th percentile or above: 100% of Performance Rights vest The performance period is from the 1st January 2024 and ends on the 31 December 2026, a period of three years. Awards will be made on a pro-rata basis (using straight-line method) between the 50th and 75th percentile. ANNUAL REPORT 2024 93 Financial report (audited) Notes to the financial statements 16 RESERVES 30/06/24 $ 30/06/23 $ Share option reserve (i) 205,409 4,287,070 NCI acquisition reserve (ii) 926,813 926,813 1,132,222 5,213,883 (i) The share option reserve arises from the issuance of share options and performance rights to directors, employees and consultants. (ii) The NCI acquisition reserve represents the incremental increase (or decrease) in the Andromeda share price on the acquisition of non-controlling interests post the date control was obtained. This reserve relates to the acquisition of Minotaur Exploration Limited. 17. LOAN FUNDED EMPLOYEE SHARE PLAN The Loan Funded Employee Share Plan (LFESP) is an ownership-based compensation plan for executives, employees and consultants established in November 2015. At 30 June 2024 the number of shares granted to executives and employees was nil and the amount held by the trustee of the LFESP was 2,107,500 that are available to be issued to executives and employees. During the year no shares were transferred to executives and employees through the settlement of their respective interest-free loans. No shares have been issued under the plan since May 2018 and the Group does not intend to issue anything further under this plan. 18. KEY MANAGEMENT PERSONNEL COMPENSATION The key management personnel of Andromeda Metals Limited during the year were: S A Higgins (Non-executive Director) – Commenced 21 February 2024 (Executive Chair from 11 September 2024) M Wilkes (Non-executive Director, previously Non-executive Chair up to 11 September 2024) A Perrin (Non-executive Director) M Holzberger (Non-executive Director) – Resigned 2 February 2024 S Clarke (currently acting CEO) – was appointed as Company Secretary and General Counsel on 9 January 2023 and following a review of the Company's organisational structure has been considered a KMP since November 2023 R Katsiouleris (CEO & Managing Director) - Commenced 1 April 2023, Resigned 31 July 2024 J E Marsh (Executive Director - Sales & Marketing) – Departed 17 November 2023 J F Ranford (Chief Operating Officer) P Alexander-Bossy (Chief Financial Officer) – Commenced 20 November 2023 T Anderson (Chief Commercial Officer) – Departed 17 November 2023 The aggregate compensation of Key Management Personnel of the Group is set out below: YEAR ENDED 30/06/24 $ YEAR ENDED 30/06/23 $ Short-term employee benefits 2,027,341 2,084,592 Other non-cash benefits 22,456 36,799 Superannuation 139,902 118,450 Incentives - 374,606 Terminations 337,912 - Post-employment benefits (23,512) 46,549 Share-based payments (i) (104,196) (449,663) 2,399,903 2,211,331 (i) Share based payments do not represent cash payments to key management personnel and the related shares may or may not ultimately vest. ANDROMEDA METALS LIMITED 94 Financial report (audited) Notes to the financial statements 19 REMUNERATION OF AUDITORS 30/06/24 $ 30/06/23 $ Deloitte and related network firms* Audit or review of financial reports Andromeda Group 141,681 154,721 Grant Thornton and related network firms Audit or review of financial reports Minotaur Exploration Limited - 15,000 141,681 169,721 * The auditor of Andromeda Metals Limited is Deloitte Touche Tohmatsu, and were not engaged to perform any non-audit services for FY23 or FY24. 20 RELATED PARTY DISCLOSURES a) Equity interests in related parties Equity interests in subsidiaries Details of the percentage of ordinary shares held in subsidiaries are disclosed in Note 26 to the financial statements. Interests in joint arrangements Details of interests in joint arrangements are disclosed in Note 21 to the financial statements. b) Key management personnel compensation Details of key management personnel compensation are disclosed in Note 18. c) Transactions with key management personnel Other than as disclosed in Note 18 and Note 20(b), there were no transactions with key management personnel or their personally related entities during the year ended 30 June 2024 (2023: Nil). 21 THIRD PARTY INTERESTS The Group had interests in unincorporated joint arrangements at 30 June 2024 as follows: PERCENTAGE INTEREST 2024 PERCENTAGE INTEREST 2023 Eyre Kaolin Joint Venture (note i) - - Wudinna Gold Joint Venture (note ii) – Gold Exploration - 25% Moonta Copper ISR Joint Venture (note iii) – Copper in-situ recovery - 100% Moonta Porphyry Joint Venture (note iv) – Copper/Gold Exploration - 90% (i) The Heads of Agreement (HOA) with private entity Peninsula Exploration Pty Ltd (Peninsula) to form the Eyre Kaolin Project Joint Venture (EKJV) was announced 12 August 2021. Under the terms of the agreement the Company is to sole fund $140,000 (exclusive of tenement rents) on the Project tenements within 12 months of commencement of the EKJV which was 13 September 2021. Stage 1 expenditure obligation by Andromeda of $750,000 (exclusive of tenement rents and which is inclusive of the minimum expenditure requirement) within 3 years of commencement to earn a 51% interest in the EKJV (Stage 1 commitment). Andromeda can elect to sole fund an additional $2 million over a further 3 years on meeting Stage 1 to earn an additional 29% interest, taking its overall interest in the EKJV to 80% (Stage 2 commitment). During the year an Exploration Target at the Chairlift Prospect was identified 23 holes were drilled. From this drilling, the Company continues to await the full results of the samples that were submitted for processing and analysis. On 15 July 2024, the Company announced it had satisfied the Stage 1 commitment to earn a 51% interest in the EKJV. ANNUAL REPORT 2024 95 Financial report (audited) Notes to the financial statements (ii) Under the terms of the Wudinna Farm-in and Joint Venture Agreement, Lady Alice Mines Pty Ltd (LAM) was required to spend $2,100,000 by 30 October 2020 on exploration activities across tenements comprising the Company’s Eyre Peninsula Gold Project to earn a 50% equity interest in the Project. The Company granted an extension to 31 December 2020 for the completion of the Stage 1 expenditure following a request from LAM due to logistical issues associated with COVID-19, which was met. On 8 February 2022 the Company announced that LAM had given notice that it had met Stage 2 of the earn in having spent an additional $1,650,000, increasing its equity to 65%. On 1 December 2022, LAM advised that they had achieved their Stage 3 expenditure commitment to earn 75% of the project. In November 2023, Peninsula Resources Pty Ltd entered into a Subdivision and Sale Agreement with Cobra Resources Plc and Lady Alice Mines Pty Ltd as trustee for the Lady Alice Mines Unit Trust and at completion of the sale of the remaining 25% interest (which occurred on 22 April 2024), the Wudinna Farm- in and Joint Venture Agreement terminated. (iii) The Moonta Copper ISR Mining Farm-in and Joint Venture Agreement was entered into on 19 December 2018 with Environmental Metals Recovery Pty Ltd (EMR) to progress the potential to recover copper via in-situ leach recover technique across the northern part of the Company’s Moonta tenement in South Australia. This was terminated when the Tenement Sale and Purchase Agreement was entered into between Peninsula Resources Pty Ltd, EMR and EnviroCopper Limited (parent company of EMR), where EMR agreed to purchase the whole EL 5984 by subdivision or sale. (iv) The Moonta Porphyry Joint Venture was established under a Heads of Agreement dated 12 February 1996 (HoA). Peninsula assigned its rights under the HoA (including the 90% joint venture interest and the option to purchase the remaining 10% interest) to EMR by way of Deed of Assignment, Assumption and Waiver dated 24 January 2024 and it no longer holds any interest in the Moonta Porphyry Joint Venture. The amount included in mining tenements, exploration, and evaluation (Note 9) includes $741,643 (2023: $1,435,434) relating to the above joint arrangements. 22. COMMITMENTS FOR EXPENDITURE AND CONTINGENT LIABILITIES a) Exploration expenditure commitments The Group has certain obligations to perform exploration work and expend minimum amounts of money on such works on mineral exploration tenements. These obligations will vary from time to time, subject to statutory approval. The terms of current and future joint ventures, the grant or relinquishment of licences and changes to licence areas at renewal or expiry, will alter the expenditure commitments of the Company. Total expenditure commitments at balance date in respect of minimum expenditure requirements not provided for in the financial statements are approximately: 2024 $ 2023 $ Not later than one year 455,000 650,417 Later than one year but not later than two years: 360,000 400,833 Later than two years but not later than five years: 1,185,000 1,116,250 b) Research and development The Group has commitments to fund research partnerships. Total expenditure commitments at balance date in respect of the research funding not provided for in the financial statements are approximately: 2024 $ 2023 $ Not later than one year 197,310 605,000 Later than one year but not later than two years: - 380,000 Later than two years but not later than five years: - 142,500 Research and development projects have been determined to be Adjacent opportunities as part of the Strategic Review, conducted as part of a revised Commercial Strategy. ANDROMEDA METALS LIMITED 96 Financial report (audited) Notes to the financial statements c) Capital expenditure The Group has committed to purchase a number of long lead time capital items in order to build the processing plant at the Great White Project. Total expenditure commitments at balance date in respect of the capital expenditure not provided for in the financial statements are approximately: 2024 $ 2023 $ Not later than one year 1,773,082 2,607,070 Later than one year but not later than two years: - - Later than two years but not later than five years: - - d) Service agreements Details of the current services and consultancy agreements are set out below: 2024 There were no applicable service agreements for 2024. 2023 KEY MANAGEMENT PERSONNEL TERMS J F Ranford Monthly rate of $30,000 for 3 days week Mr Ranford entered into an employment agreement on 20 October 2022 and the above service agreement is no longer in effect. e) Bank guarantees The Group has provided restricted cash deposits of $226,023 as security for the following unconditional irrevocable bank guarantees: ¬ Environment bonds of $10,273 (2023: $10,107) to the Minister for Mineral Resources Department, South Australia, ¬ A cash deposit of $90,225 (2023: $90,225) to secure a credit card facility, ¬ A rent guarantee of $125,525 (2023: $125,525) to the landlord of the Company’s leased office premises. ANNUAL REPORT 2024 97 Financial report (audited) Notes to the financial statements 23. FINANCIAL INSTRUMENTS Capital risk management The Group aims to manage its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of cash and cash equivalents, and equity attributable to equity holders of the parent, comprising issued capital, reserves and accumulated losses. Due to the nature of the Group’s activities (exploration) the directors believe that the most advantageous way to fund activities is through equity and strategic joint venture arrangements. The Group’s exploration activities are monitored to ensure that adequate funds are available. Categories of financial instruments 2024 $ 2023 $ Financial assets Cash and cash equivalents 5,436,262 15,300,890 Trade and other receivables 706,141 2,841,021 Equity investments 1,708,280 12,250 Deposits 226,023 225,857 Environmental bonds 55,000 62,000 Financial liabilities Trade and other payables 2,250,227 1,730,341 Lease liabilities 581,335 727,116 Interest rate risk management The Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note. Interest rate sensitivity analysis The sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant, the Group’s net profit would increase by $52,522 and decrease by $52,522 (2023: increase by $116,779 and decrease by $105,446). This is mainly attributable to interest rates on bank deposits. Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from activities. The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained. Liquidity risk management Ultimate responsibility for liquidity risk management rests with the Board of Directors, who has built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves. ANDROMEDA METALS LIMITED 98 Financial report (audited) Notes to the financial statements Liquidity and interest risk tables The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. WEIGHTED AVERAGE EFFECTIVE INTEREST RATE % LESS THAN ONE YEAR $ ONE TO TWO YEARS $ TWO TO THREE YEARS $ THREE TO FOUR YEARS $ FOUR TO FIVE YEARS $ 2024 Non-interest bearing - 2,250,227 - - - - Interest bearing 3.24% 231,688 223,680 152,316 - - 2023 Non-interest bearing - 1,730,341 - - - - Interest bearing 3.23% 200,576 204,712 189,079 132,749 - Fair value of financial instruments The fair values of financial assets and financial liabilities are determined as follows: y Level 1: the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets for identical assets or liabilities are determined with reference to quoted market prices. y Level 2: the fair value of other financial assets and financial liabilities (excluding derivative instruments), that are not traded in an active market, are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions. y Level 3: where one or more significant inputs is not based on observable market data, the instrument is included in level 3. This includes unlisted equity securities. LEVEL 1 $ LEVEL 2 $ LEVEL 3 $ TOTAL $ Financial assets Equity investments - listed 1,158,128 - - 1,158,128 Equity investments - unlisted - - 550,152 550,152 The fair value of listed equity investments, where traded on an active liquid market, have been determined based on the quoted market price of the equity security, and where appropriate, revalued at the appropriate exchange rate at the reporting date. These assets have been categorised as Level 1. The fair value of unlisted equity securities is based on existing inputs with consideration given to any information that may impact those inputs and the associated valuation. These assets have been categorised as Level 3. 24 SEGMENT INFORMATION The Group’s focus is on developing its Kaolin Halloysite assets, including the Great White Project and associated technologies. The decision to allocate resources to other projects in which the Group has an interest is predominantly based on available cash reserves, technical data and the expectations of future commodity prices. This is the basis on which internal reports are provided to the directors for assessing performance and determining the allocation of resources within the Group. Overall, the Group has a number of exploration licenses in Australia which are managed on a portfolio basis. Accordingly, the Group effectively operates as one segment, being exploration in Australia. ANNUAL REPORT 2024 99 Financial report (audited) Notes to the financial statements 25 EARNINGS PER SHARE YEAR ENDED 30/06/24 CENTS PER SHARE YEAR ENDED 30/06/23 CENTS PER SHARE Basic earnings per share – Profit / (loss) (0.23) (0.30) Diluted earnings per share – Profit / (loss) (0.23) (0.30) Basic earnings per share The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows: $ $ – Earnings (7,269,156) (9,461,246) NUMBER NUMBER – Weighted average number of ordinary shares 3,110,270,932 3,109,993,603 Diluted earnings per share The earnings and weighted average number of ordinary shares used in the calculation of diluted earnings per share are as follows: $ $ – Earnings (7,269,156) (9,461,246) NUMBER NUMBER – Weighted average number of ordinary shares 3,110,270,932 3,109,993,603 The following potential ordinary shares are anti-dilutive and are therefore excluded from the weighted average number of ordinary shares for the purposes of diluted profit / (loss) per share: YEAR ENDED 30/06/24 NUMBER YEAR ENDED 30/06/23 NUMBER – Listed share options - - – Unlisted share options 1,650,000 24,760,000 – Treasury shares 2,107,500 2,107,500 3,757,500 26,867,500 ANDROMEDA METALS LIMITED 100 Financial report (audited) Notes to the financial statements 26 CONTROLLED ENTITIES OWNERSHIP INTEREST NAME OF ENTITY COUNTRY OF INCORPORATION 2024 % 2023 % Parent entity Andromeda Metals Limited (i) Australia 100% 100% Subsidiaries Adelaide Exploration Pty Ltd Peninsula Resources Pty Ltd ADN LFESP Pty Ltd Mylo Gold Pty Ltd Frontier Exploration Pty Ltd Andromeda Industrial Minerals Pty Ltd Andromeda Green Technologies Andromeda IP Pty Ltd Andromeda Base Metals Holdings Pty Ltd Andromeda Industrial Minerals Holdings Pty Ltd Andromeda Technologies Holdings Pty Ltd Andromeda Industrial Minerals NZ Pty Ltd Camel Lake Halloysite Pty Ltd Eyre Kaolin Pty Ltd Great White Industrial Minerals Holdings Pty Ltd Minotaur Exploration Pty Ltd Minotaur Industrial Minerals Pty Ltd Great Southern Kaolin Pty Ltd Natural Nanotech Pty Ltd (ii) (ii) (ii) (iii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia 0% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% (i) Head entity in tax consolidated group (ii) Members of tax consolidated group (iii) The Company acts as the trustee to the Loan Funded Employee Share Plan. ANNUAL REPORT 2024 101 Financial report (audited) Notes to the financial statements 27 PARENT ENTITY DISCLOSURES FINANCIAL POSITION 30/06/24 $ 30/06/23 $ Assets Current assets 6,138,985 18,138,405 Non-current assets 151,929,031 146,892,086 Total assets 158,068,016 165,030,491 Liabilities Current liabilities 2,717,238 2,240,628 Non-current liabilities 474,843 633,020 Total liabilities 3,192,081 2,873,648 Equity Issued capital 219,882,119 219,882,119 Reserves 210,409 4,292,071 Accumulated profits/(losses) (65,216,594) (62,017,347) Total equity 154,875,934 162,156,843 YEAR ENDED 30/06/24 $ YEAR ENDED 30/06/23 $ Financial performance Profit / (loss) for the year (6,527,209) (9,228,922) Other comprehensive income - - Total comprehensive income /(loss) (6,527,209) (9,228,922) Commitment for expenditure and contingent liabilities of the parent entity Note 22 to the financial statements disclose the Group’s commitments for expenditure and contingent liabilities. Of the items disclosed in that note the following relate to the parent entity: y service agreements y bank guarantees ANDROMEDA METALS LIMITED 102 Financial report (audited) Notes to the financial statements 28 SUBSEQUENT EVENTS On 15 July 2024, the Company announced it has earned a 51% interest in the Eyre Kaolin Joint Venture (EKJV). Andromeda has met the requirements of the Stage 1 earn in having expended $750,000 conducting exploration and evaluation activities within the initial three-year timeframe, as required by the agreement with Peninsula Exploration Pty Ltd. The tenements are located in close proximity to the Great White Project and include kaolin prospects with properties complementary to those at GWP. On 17 July 2024, the Company announced the signing of a Binding Offtake agreement with Traxys Europe S.A for the sale and purchase of Andromeda’s kaolin products for the first 5 years of production. The Agreement includes Great White CRM™ purchases for up to 50% of total production for sale into ceramic applications and Great White HRM™ purchases of 5,000-10,000 wmt p.a for sale into concrete applications. The Agreement secures the binding offtake commitments to support the expanded Stage 1A+ production and further progress towards a final investment decision. As previously announced on the 1 May 2024, Bob Katsiouleris, Andromeda’s Chief Executive Officer and Managing Director stood down from the role and returned to Europe for family reasons on the 31 July 2024. Subsequently, Luke Anderson was appointed as Chief Executive Officer and Managing Director commencing in the role on the 1 August 2024. On 21 August 2024, Andromeda launched a Placement and Entitlement Offer to raise up to $6.5 million. This included a Share Placement of $3.4 million, before costs, with new sophisticated and institutional investors at $0.012 per New Share that was successfully completed. Additionally, a pro-rata Non-renounceable Entitlement Offer of 1 for 13 to Eligible Shareholders at $0.012 per New Share to raise up to approximately $3.1m before costs is being undertaken. Each New Share allocated under the Placement and Entitlement Offer will have a free attaching option, exercisable at $0.0175 for a fully paid ordinary share , expiring 30 September 2027. 20 million options on the same terms will also be issued to the joint lead managers to the Placement and Entitlement Offer (or their nominees). Mr Anderson resigned from the Chief Executive Officer and Managing Director position on 11 September 2024 as the current state of his health was incompatible with the needs of the Company and its shareholders. As a result, Sue-Ann Higgins assumed the role of Executive Chair and Sarah Clarke was appointed Acting CEO, until a suitable replacement is found. As part of the Board changes, Mick Wilkes moved from his role as Non-executive Chair but remained on the Board as a Non-executive Director to assist the Company with financing discussions for the Great White Project. Mick Wilkes has elected to not claim any director fees from July 2024 until the Final Investment Decision (FID) for Stage 1A+ of the GWP is made by the Board/ Sue-Ann Higgins has elected to receive $160,000 pa in Director Fee as Chair, reduced from the $200,000 paid previously. On 11 September 2024, the Group announced that to support its funding effort, Pareto Securities has been mandated to assist in potentially accessing global bond markets or markets for other debt instruments and Azure Capital has been appointed to run a process to secure a cornerstone equity investment. There were no other matters or circumstances occurring subsequent to the end of the financial year that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years. 26 Subject to shareholder approval at the General Meeting to be held on 10 October 2024. ANNUAL REPORT 2024 103 Financial report (audited) Notes to the financial statements CONSOLIDATED ENTITY DISCLOSURE STATEMENT As at 30 June 2024 NAME OF ENTITY ENTITY TYPE BODY CORPORATES TAX RESIDENCY PLACE FORMED OR INCORPORATED % OF SHARE CAPITAL HELD AUSTRALIAN OR FOREIGN FOREIGN JURISDICTION Parent entity Andromeda Metals Limited Body Corporate Australia N/A Australian N/A Subsidiaries ADN LFESP Pty Ltd Body Corporate Australia 100% Australian N/A Andromeda Base Metals Holdings Pty Ltd Body Corporate Australia 100% Australian N/A Andromeda Green Technologies Pty Ltd Body Corporate Australia 100% Australian N/A Andromeda Industrial Minerals Holdings Pty Ltd Body Corporate Australia 100% Australian N/A Andromeda Industrial Minerals NZ Pty Ltd Body Corporate Australia 100% Australian N/A Andromeda Industrial Minerals Pty Ltd Body Corporate Australia 100% Australian N/A Andromeda IP Pty Ltd Body Corporate Australia 100% Australian N/A Andromeda Technologies Holdings Pty Ltd Body Corporate Australia 100% Australian N/A Camel Lake Halloysite Pty Ltd Body Corporate Australia 100% Australian N/A Eyre Kaolin Pty Ltd Body Corporate Australia 100% Australian N/A Frontier Exploration Pty Ltd Body Corporate Australia 100% Australian N/A Great Southern Kaolin Pty Ltd Body Corporate Australia 100% Australian N/A Great White Industrial Minerals Holdings Pty Ltd Body Corporate Australia 100% Australian N/A Minotaur Exploration Limited Body Corporate Australia 100% Australian N/A Minotaur Industrial Minerals Pty Ltd Body Corporate Australia 100% Australian N/A Mylo Gold Pty Ltd Body Corporate Australia 100% Australian N/A Natural Nanotech Pty Ltd Body Corporate Australia 100% Australian N/A Peninsula Resources Pty Ltd Body Corporate Australia 100% Australian N/A ANDROMEDA METALS LIMITED 104 Directors’ Declaration 1 In the opinion of the directors of Andromeda Metals Limited (the Company): a) the consolidated financial statements and notes, that are contained in pages 68 to 104 and the Remuneration Report, set out in pages 50 to 66, are in accordance with the Corporations Act 2001, including: i) giving a true and fair view of the Group's financial position as at 30 June 2024 and of its performance for the financial year ended on that date; and ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and b) subject to the matters disclosed in Note (3) Going Concern, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable, c) the consolidated entity disclosure statement required by section 295(3A) of the Corporations Act is true and correct. 2 The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Acting CEO and Chief Financial Officer, for the financial year ended 30 June 2024. 3 The directors draw attention to note (3) to the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards. Signed in accordance with a resolution of the directors Sue-Ann Higgins Austin Perrin Executive Chair Non-executive Director Adelaide, South Australia 30 September 2024 ANNUAL REPORT 2024 105 Independent auditors report to the members of Andromeda Metals Ltd >ŝĂďŝůŝƚLJůŝŵŝƚĞĚďLJĂƐĐŚĞŵĞĂƉƉƌŽǀĞĚƵŶĚĞƌWƌŽĨĞƐƐŝŽŶĂů^ƚĂŶĚĂƌĚƐ>ĞŐŝƐůĂƚŝŽŶ͘ DĞŵďĞƌŽĨĞůŽŝƚƚĞƐŝĂWĂĐŝĨŝĐ>ŝŵŝƚĞĚĂŶĚƚŚĞĞůŽŝƚƚĞŽƌŐĂŶŝƐĂƚŝŽŶ͘ ĞůŽŝƚƚĞdŽƵĐŚĞdŽŚŵĂƚƐƵ EϳϰϰϵϬϭϮϭϬϲϬ ϭϭtĂLJŵŽƵƚŚ^ƚƌĞĞƚ ĚĞůĂŝĚĞ͕^͕ϱϬϬϬ ƵƐƚƌĂůŝĂ dĞů͗нϲϭϴϴϰϬϳϳϬϬϬ ǁǁǁ͘ĚĞůŽŝƚƚĞ͘ĐŽŵ͘ĂƵ Independent Auditor’s Report to the ŵĞŵďĞƌƐŽĨŶĚƌŽŵĞĚĂ DĞƚĂůƐ>ŝŵŝƚĞĚ ZĞƉŽƌƚŽŶƚŚĞƵĚŝƚŽĨƚŚĞ&ŝŶĂŶĐŝĂůZĞƉŽƌƚ KƉŝŶŝŽŶ tĞŚĂǀĞĂƵĚŝƚĞĚƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŽĨŶĚƌŽŵĞĚĂDĞƚĂůƐ>ŝŵŝƚĞĚ(the “Company”) and its subsidiaries (the “Group”) which comprises the ĐŽŶƐŽůŝĚĂƚĞĚƐƚĂƚĞŵĞŶƚŽĨĨŝŶĂŶĐŝĂůƉŽƐŝƚŝŽŶĂƐĂƚϯϬ:ƵŶĞϮϬϮϰ͕ƚŚĞĐŽŶƐŽůŝĚĂƚĞĚ ƐƚĂƚĞŵĞŶƚŽĨƉƌŽĨŝƚŽƌůŽƐƐĂŶĚŽƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ͕ƚŚĞĐŽŶƐŽůŝĚĂƚĞĚƐƚĂƚĞŵĞŶƚŽĨĐŚĂŶŐĞƐŝŶĞƋƵŝƚLJĂŶĚƚŚĞ ĐŽŶƐŽůŝĚĂƚĞĚƐƚĂƚĞŵĞŶƚŽĨĐĂƐŚĨůŽǁƐĨŽƌƚŚĞLJĞĂƌƚŚĞŶĞŶĚĞĚ͕ĂŶĚŶŽƚĞƐƚŽƚŚĞĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͕ŝŶĐůƵĚŝŶŐ ŵĂƚĞƌŝĂůĂĐĐŽƵŶƚŝŶŐƉŽůŝĐLJŝŶĨŽƌŵĂƚŝŽŶand other explanatory information, the directors’ declarationĂŶĚƚŚĞ ŽŶƐŽůŝĚĂƚĞĚ ŶƚŝƚLJŝƐĐůŽƐƵƌĞ^ƚĂƚĞŵĞŶƚ͘ /ŶŽƵƌŽƉŝŶŝŽŶ͕ƚŚĞĂĐĐŽŵƉĂŶLJŝŶŐĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŽĨƚŚĞ'ƌŽƵƉŝƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚϮϬϬϭ͕ ŝŶĐůƵĚŝŶŐ͗ • 'ŝǀŝŶŐĂƚƌƵĞĂŶĚĨĂŝƌǀŝĞǁŽĨƚŚĞGroup’sĨŝŶĂŶĐŝĂůƉŽƐŝƚŝŽŶĂƐĂƚϯϬ:ƵŶĞϮϬϮϰĂŶĚŽĨŝƚƐĨŝŶĂŶĐŝĂůƉĞƌĨŽƌŵĂŶĐĞĨŽƌ ƚŚĞLJĞĂƌƚŚĞŶĞŶĚĞĚ͖ĂŶĚ • ŽŵƉůLJŝŶŐǁŝƚŚƵƐƚƌĂůŝĂŶĐĐŽƵŶƚŝŶŐ^ƚĂŶĚĂƌĚƐĂŶĚƚŚĞŽƌƉŽƌĂƚŝŽŶƐZĞŐƵůĂƚŝŽŶƐϮϬϬϭ͘ ĂƐŝƐĨŽƌKƉŝŶŝŽŶ tĞĐŽŶĚƵĐƚĞĚŽƵƌĂƵĚŝƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƵƐƚƌĂůŝĂŶƵĚŝƚŝŶŐ^ƚĂŶĚĂƌĚƐ͘KƵƌƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐƵŶĚĞƌƚŚŽƐĞƐƚĂŶĚĂƌĚƐ ĂƌĞfurther described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We ĂƌĞŝŶĚĞƉĞŶĚĞŶƚŽĨƚŚĞ'ƌŽƵƉŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞĂƵĚŝƚŽƌŝŶĚĞƉĞŶĚĞŶĐĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚ ϮϬϬϭand the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of ƚŚŝĐƐĨŽƌWƌŽĨĞƐƐŝŽŶĂůĐĐŽƵŶƚĂŶƚƐ;ŝŶĐůƵĚŝŶŐ/ŶĚĞƉĞŶĚĞŶĐĞ^ƚĂŶĚĂƌĚƐͿ;ƚŚĞŽĚĞͿƚŚĂƚĂƌĞƌĞůĞǀĂŶƚƚŽŽƵƌĂƵĚŝƚŽĨ ƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŝŶƵƐƚƌĂůŝĂ͘tĞŚĂǀĞĂůƐŽĨƵůĨŝůůĞĚŽƵƌŽƚŚĞƌĞƚŚŝĐĂůƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŽĚĞ͘ tĞĐŽŶĨŝƌŵƚŚĂƚƚŚĞŝŶĚĞƉĞŶĚĞŶĐĞĚĞĐůĂƌĂƚŝŽŶƌĞƋƵŝƌĞĚďLJƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚϮϬϬϭ͕ǁŚŝĐŚŚĂƐďĞĞŶŐŝǀĞŶƚŽƚŚĞ directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. tĞďĞůŝĞǀĞƚŚĂƚƚŚĞĂƵĚŝƚĞǀŝĚĞŶĐĞǁĞŚĂǀĞŽďƚĂŝŶĞĚŝƐƐƵĨĨŝĐŝĞŶƚĂŶĚĂƉƉƌŽƉƌŝĂƚĞƚŽƉƌŽǀŝĚĞĂďĂƐŝƐĨŽƌŽƵƌŽƉŝŶŝŽŶ͘ DĂƚĞƌŝĂůhŶĐĞƌƚĂŝŶƚLJZĞůĂƚĞĚƚŽ'ŽŝŶŐŽŶĐĞƌŶ tĞĚƌĂǁĂƚƚĞŶƚŝŽŶƚŽEŽƚĞϯŝŶƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚǁŚŝĐŚŝŶĚŝĐĂƚĞƐƚŚĂƚƚŚĞ'ƌŽƵƉŝŶĐƵƌƌĞĚŶĞƚůŽƐƐĞƐŽĨΨϳ͕Ϯϲϵ͕ϭϱϲ͕ ĞdžƉĞƌŝĞŶĐĞĚŶĞƚĐĂƐŚŽƵƚĨůŽǁƐĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐŽĨΨϱ͕ϬϱϮ͕ϯϴϯĂŶĚŶĞƚĐĂƐŚŽƵƚĨůŽǁƐĨƌŽŵŝŶǀĞƐƚŝŶŐĂĐƚŝǀŝƚŝĞƐ ŽĨΨϰ͕ϱϲϰ͕ϲϰϰĨŽƌƚŚĞLJĞĂƌĞŶĚϯϬ:ƵŶĞϮϬϮϰ͘ƐƐƚĂƚĞĚŝŶEŽƚĞϯ͕ƚŚĞƐĞĞǀĞŶƚƐŽƌĐŽŶĚŝƚŝŽŶƐ͕ĂůŽŶŐǁŝƚŚŽƚŚĞƌ ŵĂƚƚĞƌƐĂƐƐĞƚĨŽƌƚŚŝŶEŽƚĞϯ͕ŝŶĚŝĐĂƚĞƚŚĂƚĂŵĂƚĞƌŝĂůƵŶĐĞƌƚĂŝŶƚLJĞdžŝƐƚƐƚŚĂƚŵĂLJĐĂƐƚƐŝŐŶŝĨŝĐĂŶƚĚŽƵďƚŽŶƚŚĞ group’s ability to continue as a going concern. OuƌŽƉŝŶŝŽŶŝƐŶŽƚŵŽĚŝĨŝĞĚŝŶƌĞƐƉĞĐƚŽĨƚŚĞŵĂƚƚĞƌ͘ <ĞLJƵĚŝƚDĂƚƚĞƌƐ <ĞLJĂƵĚŝƚŵĂƚƚĞƌƐĂƌĞƚŚŽƐĞŵĂƚƚĞƌƐƚŚĂƚ͕ŝŶŽƵƌƉƌŽĨĞƐƐŝŽŶĂůũƵĚŐĞŵĞŶƚ͕ǁĞƌĞŽĨŵŽƐƚƐŝŐŶŝĨŝĐĂŶĐĞŝŶŽƵƌĂƵĚŝƚŽĨƚŚĞ ĨŝŶĂŶĐŝĂůƌĞƉŽƌƚĨŽƌƚŚĞĐƵƌƌĞŶƚƉĞƌŝŽĚ͘dŚĞƐĞŵĂƚƚĞƌƐǁĞƌĞĂĚĚƌĞƐƐĞĚŝŶƚŚĞĐŽŶƚĞdžƚŽĨŽƵƌĂƵĚŝƚŽĨƚŚĞĨŝŶĂŶĐŝĂů ƌĞƉŽƌƚĂƐĂǁŚŽůĞ͕ĂŶĚŝŶĨŽƌŵŝŶŐŽƵƌŽƉŝŶŝŽŶƚŚĞƌĞŽŶ͕ĂŶĚǁĞĚŽŶŽƚƉƌŽǀŝĚĞĂƐĞƉĂƌĂƚĞŽƉŝŶŝŽŶŽŶƚŚĞƐĞŵĂƚƚĞƌƐ͘/Ŷ ĂĚĚŝƚŝŽŶƚŽƚŚĞŵĂƚƚĞƌĚĞƐĐƌŝďĞĚŝŶƚŚĞDĂƚĞƌŝĂůhŶĐĞƌƚĂŝŶƚLJZĞůĂƚĞĚƚŽ'ŽŝŶŐŽŶĐĞƌŶƐĞĐƚŝŽŶ͕ǁĞŚĂǀĞĚĞƚĞƌŵŝŶĞĚ ƚŚĞŵĂƚƚĞƌƐĚĞƐĐƌŝďĞĚďĞůŽǁƚŽďĞƚŚĞŬĞLJĂƵĚŝƚŵĂƚƚĞƌƐƚŽďĞĐŽŵŵƵŶŝĐĂƚĞĚŝŶŽƵƌƌĞƉŽƌƚ͘ ANDROMEDA METALS LIMITED 106 Independent auditors report to the members of Andromeda Metals Ltd <ĞLJƵĚŝƚDĂƚƚĞƌ ,ŽǁƚŚĞƐĐŽƉĞŽĨŽƵƌĂƵĚŝƚƌĞƐƉŽŶĚĞĚƚŽƚŚĞ<ĞLJƵĚŝƚ DĂƚƚĞƌ ƐĂƚϯϬ:ƵŶĞϮϬϮϰ͕ƚŚĞĐĂƌƌLJŝŶŐǀĂůƵĞŽĨĞdžƉůŽƌĂƚŝŽŶĂŶĚ ĞǀĂůƵĂƚŝŽŶĂƐƐĞƚƐĂŵŽƵŶƚƐƚŽΨϭϰϯ͕ϵϴϳ͕ϭϰϬŝŶĐůƵĚŝŶŐ ĂĚĚŝƚŝŽŶƐŽĨΨϰ͕ϵϬϲ͕ϰϱϰĂƐĚŝƐĐůŽƐĞĚŝŶEŽƚĞϵ͘ ^ŝŐŶŝĨŝĐĂŶƚũƵĚŐĞŵĞŶƚŝƐĂƉƉůŝĞĚŝŶĚĞƚĞƌŵŝŶŝŶŐƚŚĞ ƚƌĞĂƚŵĞŶƚŽĨĞdžƉůŽƌĂƚŝŽŶĂŶĚĞǀĂůƵĂƚŝŽŶĞdžƉĞŶĚŝƚƵƌĞ ŝŶĐůƵĚŝŶŐ͗ • ƚƌĞĂƚŵĞŶƚŽĨĞdžƉůŽƌĂƚŝŽŶĂŶĚĞǀĂůƵĂƚŝŽŶĞdžƉĞŶĚŝƚƵƌĞ ĚƵƌŝŶŐƚŚĞLJĞĂƌ͖ o ǁŚĞƚŚĞƌƚŚĞĐŽŶĚŝƚŝŽŶƐĨŽƌĐĂƉŝƚĂůŝƐĂƚŝŽŶĂƌĞ ƐĂƚŝƐĨŝĞĚ͖ o ǁŚŝĐŚĞůĞŵĞŶƚƐŽĨĞdžƉůŽƌĂƚŝŽŶĂŶĚĞǀĂůƵĂƚŝŽŶ ĞdžƉĞŶĚŝƚƵƌĞƋƵĂůŝĨLJĨŽƌĐĂƉŝƚĂůŝƐĂƚŝŽŶ͖ĂŶĚ o ǁŚĞƚŚĞƌƚŚĞĐŽƐƚƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚ ĞdžƉůŽƌĂƚŝŽŶĂŶĚĞǀĂůƵĂƚŝŽŶĞdžƉĞŶĚŝƚƵƌĞŝƐ ĐŽŵƉůĞƚĞ͘ • ǁŚĞƚŚĞƌƚŚĞĐĂƌƌLJŝŶŐǀĂůƵĞŽĨĞdžƉůŽƌĂƚŝŽŶĂŶĚ ĞǀĂůƵĂƚŝŽŶĂƐƐĞƚƐŝƐƌĞĐŽǀĞƌĂďůĞ͖ o ƚŚĞ'ƌŽƵƉΖƐŝŶƚĞŶƚŝŽŶĂŶĚĂďŝůŝƚLJƚŽƉƌŽĐĞĞĚ ǁŝƚŚĂĨƵƚƵƌĞǁŽƌŬƉƌŽŐƌĂŵ͖ o ƚŚĞůŝŬĞůŝŚŽŽĚŽĨůŝĐĞŶƐĞƌĞŶĞǁĂůŽƌ ĞdžƚĞŶƐŝŽŶ͖ĂŶĚ o ƚŚĞĞdžƉĞĐƚĞĚŽƌĂĐƚƵĂůƐƵĐĐĞƐƐŽĨƌĞƐŽƵƌĐĞ ĞǀĂůƵĂƚŝŽŶĂŶĚĂŶĂůLJƐŝƐ͘ • ƚŚĞĐůĂƐƐŝĨŝĐĂƚŝŽŶŽĨĂƐƐĞƚƐĂƐ džƉůŽƌĂƚŝŽŶΘ ǀĂůƵĂƚŝŽŶ ƐƐĞƚƐŽƌĞǀĞůŽƉŵĞŶƚƐƐĞƚƐ͘ KƵƌƉƌŽĐĞĚƵƌĞƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚĞdžƉůŽƌĂƚŝŽŶĂŶĚĞǀĂůƵĂƚŝŽŶ ĞdžƉĞŶĚŝƚƵƌĞŝŶĐƵƌƌĞĚĚƵƌŝŶŐƚŚĞLJĞĂƌŝŶĐůƵĚĞĚ͕ďƵƚǁĞƌĞŶŽƚůŝŵŝƚĞĚ ƚŽ͗ • ŽďƚĂŝŶŝŶŐĂŶƵŶĚĞƌƐƚĂŶĚŝŶŐŽĨƚŚĞ'ƌŽƵƉΖƐŬĞLJĐŽŶƚƌŽůƐŽǀĞƌ ƚŚĞĐĂƉŝƚĂůŝƐĂƚŝŽŶŽƌĞdžƉĞŶƐŝŶŐŽĨĞdžƉůŽƌĂƚŝŽŶĂŶĚĞǀĂůƵĂƚŝŽŶ ĞdžƉĞŶĚŝƚƵƌĞ͖ĂŶĚ • ƚĞƐƚŝŶŐ͕ŽŶĂƐĂŵƉůĞďĂƐŝƐ͕ĞdžƉůŽƌĂƚŝŽŶĂŶĚĞǀĂůƵĂƚŝŽŶ ĞdžƉĞŶĚŝƚƵƌĞƚŽĐŽŶĨŝƌŵƚŚĞŶĂƚƵƌĞŽĨƚŚĞĐŽƐƚƐŝŶĐƵƌƌĞĚ͕ĂŶĚ ƚŚĞĂƉƉƌŽƉƌŝĂƚĞŶĞƐƐŽĨƚŚĞĐůĂƐƐŝĨŝĐĂƚŝŽŶďĞƚǁĞĞŶĂƐƐĞƚĂŶĚ ĞdžƉĞŶƐĞ͖ĂŶĚ • ĂƐƐĞƐƐŝŶŐƚŚĞĐŽŵƉůĞƚĞŶĞƐƐŽĨĐŽƐƚƐĐĂƉŝƚĂůŝƐĞĚ͘ KƵƌƉƌŽĐĞĚƵƌĞƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚƚŚĞĐĂƌƌLJŝŶŐǀĂůƵĞŽĨĞdžƉůŽƌĂƚŝŽŶ ĂŶĚĞǀĂůƵĂƚŝŽŶĂƐƐĞƚƐŝŶĐůƵĚĞĚ͕ďƵƚǁĞƌĞŶŽƚůŝŵŝƚĞĚƚŽ͗ • ŽďƚĂŝŶŝŶŐĂŶƵŶĚĞƌƐƚĂŶĚŝŶŐŽĨƚŚĞ'ƌŽƵƉΖƐŬĞLJĐŽŶƚƌŽůƐƌĞůĂƚŝŶŐ ƚŽƚŚĞŝĚĞŶƚŝĨŝĐĂƚŝŽŶŽĨŝŶĚŝĐĂƚŽƌƐŽĨŝŵƉĂŝƌŵĞŶƚ͖ • ĞǀĂůƵĂƚŝŶŐŵĂŶĂŐĞŵĞŶƚΖƐŝŵƉĂŝƌŵĞŶƚŝŶĚŝĐĂƚŽƌĂƐƐĞƐƐŵĞŶƚ͕ ŝŶĐůƵĚŝŶŐĐŽŶƐŝĚĞƌĂƚŝŽŶĂƐƚŽǁŚĞƚŚĞƌĂŶLJĞǀĞŶƚƐĞdžŝƐƚĂƚƚŚĞ ƌĞƉŽƌƚŝŶŐĚĂƚĞǁŚŝĐŚŵĂLJŝŶĚŝĐĂƚĞƚŚĂƚĞdžƉůŽƌĂƚŝŽŶĂŶĚ ĞǀĂůƵĂƚŝŽŶĂƐƐĞƚƐŵĂLJŶŽƚďĞƌĞĐŽǀĞƌĂďůĞ͗ o ŽďƚĂŝŶŝŶŐĂƐĐŚĞĚƵůĞŽĨƚŚĞĂƌĞĂŽĨŝŶƚĞƌĞƐƚŚĞůĚďLJƚŚĞ 'ƌŽƵƉĂŶĚĐŽŶĨŝƌŵŝŶŐǁŚĞƚŚĞƌƚŚĞƌŝŐŚƚƐƚŽƚĞŶƵƌĞŽĨƚŚĂƚ ĂƌĞĂŽĨŝŶƚĞƌĞƐƚƌĞŵĂŝŶĞĚĐƵƌƌĞŶƚĂƚďĂůĂŶĐĞĚĂƚĞ͘dŚŝƐ ŝŶĐůƵĚĞĚĐŽŶĨŝƌŵŝŶŐƚŚĂƚĂŶĂĐƚŝǀĞƌĞŶĞǁĂůĂƉƉůŝĐĂƚŝŽŶ ŚĂĚďĞĞŶůŽĚŐĞĚǁŚĞƌĞĂůŝĐĞŶĐĞŚĂĚĞdžƉŝƌĞĚ͖ĂŶĚ o ŚŽůĚŝŶŐĚŝƐĐƵƐƐŝŽŶƐǁŝƚŚŵĂŶĂŐĞŵĞŶƚĂƐƚŽƚŚĞƐƚĂƚƵƐŽĨ ŽŶŐŽŝŶŐĞdžƉůŽƌĂƚŝŽŶƉƌŽŐƌĂŵƐŝŶƚŚĞƌĞƐƉĞĐƚŝǀĞĂƌĞĂŽĨ ŝŶƚĞƌĞƐƚ͖ĂŶĚ o ĂƐƐĞƐƐŝŶŐǁŚĞƚŚĞƌĂŶLJĨĂĐƚƐŽƌĐŝƌĐƵŵƐƚĂŶĐĞƐĞdžŝƐƚĞĚƚŽ ƐƵŐŐĞƐƚŝŵƉĂŝƌŵĞŶƚƚĞƐƚŝŶŐǁĂƐƌĞƋƵŝƌĞĚ͘ KƵƌƉƌŽĐĞĚƵƌĞƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚƚŚĞĐůĂƐƐŝĨŝĐĂƚŝŽŶŽĨ džƉůŽƌĂƚŝŽŶΘ ǀĂůƵĂƚŝŽŶƐƐĞƚƐŝŶĐůƵĚĞĚ͕ďƵƚǁĞƌĞŶŽƚůŝŵŝƚĞĚƚŽ͗ • ŚŽůĚŝŶŐĚŝƐĐƵƐƐŝŽŶƐǁŝƚŚŵĂŶĂŐĞŵĞŶƚŝŶƌĞůĂƚŝŽŶƚŽĂŶLJ ĐŽŵŵŝƚŵĞŶƚƐ͖ • ƌĞǀŝĞǁŽĨďŽĂƌĚŵŝŶƵƚĞƐĂŶĚĐŽŶƚƌĂĐƚƐƚŽĂƐƐĞƐƐǁŚĞƚŚĞƌƚŚĞƐĞ ǁŽƵůĚŝŶĚŝĐĂƚĞƚŚĂƚĂĨŝŶĂůŝŶǀĞƐƚŵĞŶƚĚĞĐŝƐŝŽŶŚĂƐďĞĞŶŵĂĚĞ͖ ĂŶĚ • ƉĞƌĨŽƌŵŝŶŐƐƵďƐĞƋƵĞŶƚĞǀĞŶƚƐƉƌŽĐĞĚƵƌĞƐƚŽŝĚĞŶƚŝĨLJŝĨĂŶLJ ĨŝŶĂůŝŶǀĞƐƚŵĞŶƚĚĞĐŝƐŝŽŶŚĂƐďĞĞŶŵĂĚĞĂĨƚĞƌƚŚĞƌĞƉŽƌƚŝŶŐ ĚĂƚĞ͘ tĞĂůƐŽĂƐƐĞƐƐĞĚƚŚĞĂĚĞƋƵĂĐLJŽĨƚŚĞĚŝƐĐůŽƐƵƌĞƐŝŶEŽƚĞϯĂŶĚϵƚŽ ƚŚĞĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͘ ANNUAL REPORT 2024 107 Independent auditors report to the members of Andromeda Metals Ltd KƚŚĞƌ/ŶĨŽƌŵĂƚŝŽŶ dŚĞĚŝƌĞĐƚŽƌƐĂƌĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶ͘dŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶĐŽŵƉƌŝƐĞƐƚŚĞŝŶĨŽƌŵĂƚŝŽŶŝŶĐůƵĚĞĚŝŶ ƚŚĞGroup’sĂŶŶƵĂůƌĞƉŽƌƚĨŽƌƚŚĞLJĞĂƌĞŶĚĞĚϯϬ:ƵŶĞϮϬϮϰ͕ďƵƚĚŽĞƐŶŽƚŝŶĐůƵĚĞƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚĂŶĚŽƵƌ auditor’s report thereon. KƵƌŽƉŝŶŝŽŶŽŶƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚĚŽĞƐŶŽƚĐŽǀĞƌƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶĂŶĚǁĞĚŽŶŽƚĞdžƉƌĞƐƐĂŶLJĨŽƌŵŽĨ ĂƐƐƵƌĂŶĐĞĐŽŶĐůƵƐŝŽŶƚŚĞƌĞŽŶ͘ /ŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚŽƵƌĂƵĚŝƚŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͕ŽƵƌƌĞƐƉŽŶƐŝďŝůŝƚLJŝƐƚŽƌĞĂĚƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶĂŶĚ͕ŝŶĚŽŝŶŐ ƐŽ͕ĐŽŶƐŝĚĞƌǁŚĞƚŚĞƌƚŚĞŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶŝƐŵĂƚĞƌŝĂůůLJŝŶĐŽŶƐŝƐƚĞŶƚǁŝƚŚƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŽƌŽƵƌŬŶŽǁůĞĚŐĞ ŽďƚĂŝŶĞĚŝŶƚŚĞĂƵĚŝƚ͕ŽƌŽƚŚĞƌǁŝƐĞĂƉƉĞĂƌƐƚŽďĞŵĂƚĞƌŝĂůůLJŵŝƐƐƚĂƚĞĚ͘/Ĩ͕ďĂƐĞĚŽŶƚŚĞǁŽƌŬǁĞŚĂǀĞƉĞƌĨŽƌŵĞĚ͕ǁĞ ĐŽŶĐůƵĚĞƚŚĂƚƚŚĞƌĞŝƐĂŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚŽĨƚŚŝƐŽƚŚĞƌŝŶĨŽƌŵĂƚŝŽŶ͕ǁĞĂƌĞƌĞƋƵŝƌĞĚƚŽƌĞƉŽƌƚƚŚĂƚĨĂĐƚ͘tĞŚĂǀĞ ŶŽƚŚŝŶŐƚŽƌĞƉŽƌƚŝŶƚŚŝƐƌĞŐĂƌĚ͘ ZĞƐƉŽŶƐŝďŝůŝƚŝĞƐŽĨƚŚĞŝƌĞĐƚŽƌƐĨŽƌƚŚĞ&ŝŶĂŶĐŝĂůZĞƉŽƌƚ dŚĞĚŝƌĞĐƚŽƌƐŽĨƚŚĞŽŵƉĂŶLJĂƌĞƌĞƐƉŽŶƐŝďůĞ͗ • &ŽƌƚŚĞƉƌĞƉĂƌĂƚŝŽŶŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚϮϬϬϭ͕ŝŶĐůƵĚŝŶŐŐŝǀŝŶŐĂƚƌƵĞ ĂŶĚĨĂŝƌǀŝĞǁŽĨƚŚĞĨŝŶĂŶĐŝĂůƉŽƐŝƚŝŽŶĂŶĚƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ'ƌŽƵƉŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƵƐƚƌĂůŝĂŶĐĐŽƵŶƚŝŶŐ ^ƚĂŶĚĂƌĚƐ͖ĂŶĚ • &ŽƌƐƵĐŚŝŶƚĞƌŶĂůĐŽŶƚƌŽůĂƐƚŚĞĚŝƌĞĐƚŽƌƐĚĞƚĞƌŵŝŶĞŝƐŶĞĐĞƐƐĂƌLJƚŽĞŶĂďůĞƚŚĞƉƌĞƉĂƌĂƚŝŽŶŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚϮϬϬϭ͕ŝŶĐůƵĚŝŶŐŐŝǀŝŶŐĂƚƌƵĞĂŶĚĨĂŝƌǀŝĞǁŽĨƚŚĞĨŝŶĂŶĐŝĂůƉŽƐŝƚŝŽŶĂŶĚ ƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ'ƌŽƵƉ͕ĂŶĚŝƐĨƌĞĞĨƌŽŵŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚ͕ǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͘ /ŶƉƌĞƉĂƌŝŶŐƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͕ƚŚĞĚŝƌĞĐƚŽƌƐĂƌĞƌĞƐƉŽŶƐŝďůĞĨŽƌĂƐƐĞƐƐŝŶŐƚŚĞĂďŝůŝƚLJŽĨƚŚĞ'ƌŽƵƉƚŽĐŽŶƚŝŶƵĞĂƐĂ ŐŽŝŶŐĐŽŶĐĞƌŶ͕ĚŝƐĐůŽƐŝŶŐ͕ĂƐĂƉƉůŝĐĂďůĞ͕ŵĂƚƚĞƌƐƌĞůĂƚĞĚƚŽŐŽŝŶŐĐŽŶĐĞƌŶĂŶĚƵƐŝŶŐƚŚĞŐŽŝŶŐĐŽŶĐĞƌŶďĂƐŝƐŽĨ ĂĐĐŽƵŶƚŝŶŐƵŶůĞƐƐƚŚĞĚŝƌĞĐƚŽƌƐĞŝƚŚĞƌŝŶƚĞŶĚƚŽůŝƋƵŝĚĂƚĞƚŚĞ'ƌŽƵƉŽƌƚŽĐĞĂƐĞŽƉĞƌĂƚŝŽŶƐ͕ŽƌŚĂƐŶŽƌĞĂůŝƐƚŝĐ ĂůƚĞƌŶĂƚŝǀĞďƵƚƚŽĚŽƐŽ͘ Auditor’s Responsibilities for the Audit of the Financial Report KƵƌŽďũĞĐƚŝǀĞƐĂƌĞƚŽŽďƚĂŝŶƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĂďŽƵƚǁŚĞƚŚĞƌƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚĂƐĂǁŚŽůĞŝƐĨƌĞĞĨƌŽŵŵĂƚĞƌŝĂů misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable ĂƐƐƵƌĂŶĐĞŝƐĂŚŝŐŚůĞǀĞůŽĨĂƐƐƵƌĂŶĐĞ͕ďƵƚŝƐŶŽƚĂŐƵĂƌĂŶƚĞĞƚŚĂƚĂŶĂƵĚŝƚĐŽŶĚƵĐƚĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞ ƵƐƚƌĂůŝĂŶƵĚŝƚŝŶŐ^ƚĂŶĚĂƌĚƐǁŝůůĂůǁĂLJƐĚĞƚĞĐƚĂŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚǁŚĞŶŝƚĞdžŝƐƚƐ͘DŝƐƐƚĂƚĞŵĞŶƚƐĐĂŶĂƌŝƐĞĨƌŽŵ ĨƌĂƵĚŽƌĞƌƌŽƌĂŶĚĂƌĞĐŽŶƐŝĚĞƌĞĚŵĂƚĞƌŝĂůŝĨ͕ŝŶĚŝǀŝĚƵĂůůLJŽƌŝŶƚŚĞĂŐŐƌĞŐĂƚĞ͕ƚŚĞLJĐŽƵůĚƌĞĂƐŽŶĂďůLJďĞĞdžƉĞĐƚĞĚƚŽ ŝŶĨůƵĞŶĐĞƚŚĞĞĐŽŶŽŵŝĐĚĞĐŝƐŝŽŶƐŽĨƵƐĞƌƐƚĂŬĞŶŽŶƚŚĞďĂƐŝƐŽĨƚŚŝƐĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͘ ƐƉĂƌƚŽĨĂŶĂƵĚŝƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƵƐƚƌĂůŝĂŶƵĚŝƚŝŶŐ^ƚĂŶĚĂƌĚƐ͕ǁĞĞdžĞƌĐŝƐĞƉƌŽĨĞƐƐŝŽŶĂůũƵĚŐĞŵĞŶƚĂŶĚ ŵĂŝŶƚĂŝŶƉƌŽĨĞƐƐŝŽŶĂůƐĐĞƉƚŝĐŝƐŵƚŚƌŽƵŐŚŽƵƚƚŚĞĂƵĚŝƚ͘tĞĂůƐŽ͗ • /ĚĞŶƚŝĨLJĂŶĚĂƐƐĞƐƐƚŚĞƌŝƐŬƐŽĨŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͕ǁŚĞƚŚĞƌĚƵĞƚŽĨƌĂƵĚŽƌĞƌƌŽƌ͕ ĚĞƐŝŐŶĂŶĚƉĞƌĨŽƌŵĂƵĚŝƚƉƌŽĐĞĚƵƌĞƐƌĞƐƉŽŶƐŝǀĞƚŽƚŚŽƐĞƌŝƐŬƐ͕ĂŶĚŽďƚĂŝŶĂƵĚŝƚĞǀŝĚĞŶĐĞƚŚĂƚŝƐƐƵĨĨŝĐŝĞŶƚĂŶĚ ĂƉƉƌŽƉƌŝĂƚĞƚŽƉƌŽǀŝĚĞĂďĂƐŝƐĨŽƌŽƵƌŽƉŝŶŝŽŶ͘dŚĞƌŝƐŬŽĨŶŽƚĚĞƚĞĐƚŝŶŐĂŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚƌĞƐƵůƚŝŶŐĨƌŽŵ ĨƌĂƵĚŝƐŚŝŐŚĞƌƚŚĂŶĨŽƌŽŶĞƌĞƐƵůƚŝŶŐĨƌŽŵĞƌƌŽƌ͕ĂƐĨƌĂƵĚŵĂLJŝŶǀŽůǀĞĐŽůůƵƐŝŽŶ͕ĨŽƌŐĞƌLJ͕ŝŶƚĞŶƚŝŽŶĂůŽŵŝƐƐŝŽŶƐ͕ ŵŝƐƌĞƉƌĞƐĞŶƚĂƚŝŽŶƐ͕ŽƌƚŚĞŽǀĞƌƌŝĚĞŽĨŝŶƚĞƌŶĂůĐŽŶƚƌŽů͘ • KďƚĂŝŶĂŶƵŶĚĞƌƐƚĂŶĚŝŶŐŽĨŝŶƚĞƌŶĂůĐŽŶƚƌŽůƌĞůĞǀĂŶƚƚŽƚŚĞĂƵĚŝƚŝŶŽƌĚĞƌƚŽĚĞƐŝŐŶĂƵĚŝƚƉƌŽĐĞĚƵƌĞƐƚŚĂƚĂƌĞ ĂƉƉƌŽƉƌŝĂƚĞŝŶƚŚĞĐŝƌĐƵŵƐƚĂŶĐĞƐ͕ďƵƚŶŽƚĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨĞdžƉƌĞƐƐŝŶŐĂŶŽƉŝŶŝŽŶŽŶƚŚĞĞĨĨĞĐƚŝǀĞŶĞƐƐŽĨƚŚĞ Group’sŝŶƚĞƌŶĂůĐŽŶƚƌŽů͘ • ǀĂůƵĂƚĞƚŚĞĂƉƉƌŽƉƌŝĂƚĞŶĞƐƐŽĨĂĐĐŽƵŶƚŝŶŐƉŽůŝĐŝĞƐƵƐĞĚĂŶĚƚŚĞƌĞĂƐŽŶĂďůĞŶĞƐƐŽĨĂĐĐŽƵŶƚŝŶŐĞƐƚŝŵĂƚĞƐĂŶĚ ƌĞůĂƚĞĚĚŝƐĐůŽƐƵƌĞƐŵĂĚĞďLJƚŚĞĚŝƌĞĐƚŽƌƐ͘ ANDROMEDA METALS LIMITED 108 Independent auditors report to the members of Andromeda Metals Ltd • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the ĂƵĚŝƚĞǀŝĚĞŶĐĞŽďƚĂŝŶĞĚ͕ǁŚĞƚŚĞƌĂŵĂƚĞƌŝĂůƵŶĐĞƌƚĂŝŶƚLJĞdžŝƐƚƐƌĞůĂƚĞĚƚŽĞǀĞŶƚƐŽƌĐŽŶĚŝƚŝŽŶƐƚŚĂƚŵĂLJĐĂƐƚ ƐŝŐŶŝĨŝĐĂŶƚĚŽƵďƚŽŶƚŚĞGroup’sĂďŝůŝƚLJƚŽĐŽŶƚŝŶƵĞĂƐĂŐŽŝŶŐĐŽŶĐĞƌŶ͘/ĨǁĞĐŽŶĐůƵĚĞƚŚĂƚĂŵĂƚĞƌŝĂůƵŶĐĞƌƚĂŝŶƚLJ exists, we are required to draw attention in our auditor’s report to the related disclosures in the financŝĂůƌĞƉŽƌƚ Žƌ͕ŝĨƐƵĐŚĚŝƐĐůŽƐƵƌĞƐĂƌĞŝŶĂĚĞƋƵĂƚĞ͕ƚŽŵŽĚŝĨLJŽƵƌŽƉŝŶŝŽŶ͘KƵƌĐŽŶĐůƵƐŝŽŶƐĂƌĞďĂƐĞĚŽŶƚŚĞĂƵĚŝƚĞǀŝĚĞŶĐĞ obtained up to the date of our auditor’s report. However, future events or conditions may cause the 'ƌŽƵƉƚŽ ĐĞĂƐĞƚŽĐŽŶƚŝŶƵĞĂƐĂŐŽŝŶŐĐŽŶĐĞƌŶ͘ • ǀĂůƵĂƚĞƚŚĞŽǀĞƌĂůůƉƌĞƐĞŶƚĂƚŝŽŶ͕ƐƚƌƵĐƚƵƌĞĂŶĚĐŽŶƚĞŶƚŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͕ŝŶĐůƵĚŝŶŐƚŚĞĚŝƐĐůŽƐƵƌĞƐ͕ĂŶĚ ǁŚĞƚŚĞƌƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚƌĞƉƌĞƐĞŶƚƐƚŚĞƵŶĚĞƌůLJŝŶŐƚƌĂŶƐĂĐƚŝŽŶƐĂŶĚĞǀĞŶƚƐŝŶĂŵĂŶŶĞƌƚŚĂƚĂĐŚŝĞǀĞƐĨĂŝƌ ƉƌĞƐĞŶƚĂƚŝŽŶ͘ • KďƚĂŝŶƐƵĨĨŝĐŝĞŶƚĂƉƉƌŽƉƌŝĂƚĞĂƵĚŝƚĞǀŝĚĞŶĐĞƌĞŐĂƌĚŝŶŐƚŚĞĨŝŶĂŶĐŝĂůŝŶĨŽƌŵĂƚŝŽŶŽĨƚŚĞĞŶƚŝƚŝĞƐŽƌďƵƐŝŶĞƐƐ ĂĐƚŝǀŝƚŝĞƐǁŝƚŚŝŶƚŚĞ'ƌŽƵƉƚŽĞdžƉƌĞƐƐĂŶŽƉŝŶŝŽŶŽŶƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚ͘tĞĂƌĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞĚŝƌĞĐƚŝŽŶ͕ ƐƵƉĞƌǀŝƐŝŽŶĂŶĚƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ'ƌŽup’s audit. We remain solely responsible for our audit opinion. tĞĐŽŵŵƵŶŝĐĂƚĞǁŝƚŚƚŚĞĚŝƌĞĐƚŽƌƐƌĞŐĂƌĚŝŶŐ͕ĂŵŽŶŐŽƚŚĞƌŵĂƚƚĞƌƐ͕ƚŚĞƉůĂŶŶĞĚƐĐŽƉĞĂŶĚƚŝŵŝŶŐŽĨƚŚĞĂƵĚŝƚĂŶĚ ƐŝŐŶŝĨŝĐĂŶƚĂƵĚŝƚĨŝŶĚŝŶŐƐ͕ŝŶĐůƵĚŝŶŐĂŶLJƐŝŐŶŝĨŝĐĂŶƚĚĞĨŝĐŝĞŶĐŝĞƐŝŶŝŶƚĞƌŶĂůĐŽŶƚƌŽůƚŚĂƚǁĞŝĚĞŶƚŝĨLJĚƵƌŝŶŐŽƵƌĂƵĚŝƚ͘ tĞĂůƐŽƉƌŽǀŝĚĞƚŚĞĚŝƌĞĐƚŽƌƐǁŝƚŚĂƐƚĂƚĞŵĞŶƚƚŚĂƚǁĞŚĂǀĞĐŽŵƉůŝĞĚǁŝƚŚƌĞůĞǀĂŶƚĞƚŚŝĐĂůƌĞƋƵŝƌĞŵĞŶƚƐƌĞŐĂƌĚŝŶŐ ŝŶĚĞƉĞŶĚĞŶĐĞ͕ĂŶĚƚŽĐŽŵŵƵŶŝĐĂƚĞǁŝƚŚƚŚĞŵĂůůƌĞůĂƚŝŽŶƐŚŝƉƐĂŶĚŽƚŚĞƌŵĂƚƚĞƌƐƚŚĂƚŵĂLJƌĞĂƐŽŶĂďůLJďĞƚŚŽƵŐŚƚƚŽ ďĞĂƌŽŶŽƵƌŝŶĚĞƉĞŶĚĞŶĐĞ͕ĂŶĚǁŚĞƌĞĂƉƉůŝĐĂďůĞ͕ĂĐƚŝŽŶƐƚĂŬĞŶƚŽĞůŝŵŝŶĂƚĞƚŚƌĞĂƚƐŽƌƐĂĨĞŐƵĂƌĚƐĂƉƉůŝĞĚ͘ &ƌŽŵƚŚĞŵĂƚƚĞƌƐĐŽŵŵƵŶŝĐĂƚĞĚǁŝƚŚƚŚĞĚŝƌĞĐƚŽƌƐ͕ǁĞĚĞƚĞƌŵŝŶĞƚŚŽƐĞŵĂƚƚĞƌƐƚŚĂƚǁĞƌĞŽĨŵŽƐƚƐŝŐŶŝĨŝĐĂŶĐĞŝŶ ƚŚĞĂƵĚŝƚŽĨƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŽĨƚŚĞĐƵƌƌĞŶƚƉĞƌŝŽĚĂŶĚĂƌĞƚŚĞƌĞĨŽƌĞƚŚĞŬĞLJĂƵĚŝƚŵĂƚƚĞƌƐ͘tĞĚĞƐĐƌŝďĞƚŚĞƐĞ matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in ĞdžƚƌĞŵĞůLJƌĂƌĞĐŝƌĐƵŵƐƚĂŶĐĞƐ͕ǁĞĚĞƚĞƌŵŝŶĞƚŚĂƚĂŵĂƚƚĞƌƐŚŽƵůĚŶŽƚďĞĐŽŵŵƵŶŝĐĂƚĞĚŝŶŽƵƌƌĞƉŽƌƚďĞĐĂƵƐĞƚŚĞ ĂĚǀĞƌƐĞĐŽŶƐĞƋƵĞŶĐĞƐŽĨĚŽŝŶŐƐŽǁŽƵůĚƌĞĂƐŽŶĂďůLJďĞĞdžƉĞĐƚĞĚƚŽŽƵƚǁĞŝŐŚƚŚĞƉƵďůŝĐŝŶƚĞƌĞƐƚďĞŶĞĨŝƚƐŽĨƐƵĐŚ ĐŽŵŵƵŶŝĐĂƚŝŽŶ͘ ZĞƉŽƌƚŽŶƚŚĞZĞŵƵŶĞƌĂƚŝŽŶZĞƉŽƌƚ KƉŝŶŝŽŶŽŶƚŚĞZĞŵƵŶĞƌĂƚŝŽŶZĞƉŽƌƚ tĞŚĂǀĞĂƵĚŝƚĞĚƚŚĞZĞŵƵŶĞƌĂƚŝŽŶZĞƉŽƌƚŝŶĐůƵĚĞĚŝŶƉĂŐĞƐϱϬƚŽϲϲof the Directors’ Report for the year ĞŶĚĞĚϯϬ:ƵŶĞϮϬϮϰ͘ /ŶŽƵƌŽƉŝŶŝŽŶ͕ƚŚĞZĞŵƵŶĞƌĂƚŝŽŶZĞƉŽƌƚŽĨŶĚƌŽŵĞĚĂDĞƚĂůƐ>ŝŵŝƚĞĚ͕ĨŽƌƚŚĞLJĞĂƌĞŶĚĞĚϯϬ:ƵŶĞϮϬϮϰ͕ĐŽŵƉůŝĞƐ ǁŝƚŚƐĞĐƚŝŽŶϯϬϬŽĨƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚϮϬϬϭ͘ ZĞƐƉŽŶƐŝďŝůŝƚŝĞƐ dŚĞĚŝƌĞĐƚŽƌƐŽĨƚŚĞŽŵƉĂŶLJĂƌĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞƉƌĞƉĂƌĂƚŝŽŶĂŶĚƉƌĞƐĞŶƚĂƚŝŽŶŽĨƚŚĞZĞŵƵŶĞƌĂƚŝŽŶZĞƉŽƌƚŝŶ ĂĐĐŽƌĚĂŶĐĞǁŝƚŚƐĞĐƚŝŽŶϯϬϬŽĨƚŚĞŽƌƉŽƌĂƚŝŽŶƐĐƚϮϬϬϭ͘KƵƌƌĞƐƉŽŶƐŝďŝůŝƚLJŝƐƚŽĞdžƉƌĞƐƐĂŶŽƉŝŶŝŽŶŽŶƚŚĞ ZĞŵƵŶĞƌĂƚŝŽŶZĞƉŽƌƚ͕ďĂƐĞĚŽŶŽƵƌĂƵĚŝƚĐŽŶĚƵĐƚĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƵƐƚƌĂůŝĂŶƵĚŝƚŝŶŐ^ƚĂŶĚĂƌĚƐ͘ >K/dd dKh, dK,Dd^h ĂƌƌĞŶ,Ăůů WĂƌƚŶĞƌ ŚĂƌƚĞƌĞĚĐĐŽƵŶƚĂŶƚƐ ĚĞůĂŝĚĞ͕ϯϬ^ĞƉƚĞŵďĞƌϮϬϮϰ ANNUAL REPORT 2024 109 Shareholder information as at 20 September 2024 DISTRIBUTION AND NUMBER OF SHAREHOLDERS RANGE TOTAL HOLDERS UNITS % UNITS 1 – 1,000 457 92,588 0.00 1,001 – 5,000 1,773 5,468,535 0.16 5,001 – 10,000 1,634 12,876,639 0.38 10,001 – 100,000 5,540 219,339,744 6.46 100,001 Over 3,445 3,155,826,770 92.99 Rounding 0.01 Total 12,849 3,393,604,276 100.00 NUMBER OF HOLDERS NUMBER OF UNITS Unmarketable parcels 8,572 163,307,757 TOP 20 SHAREHOLDERS RANK NAME UNITS % UNITS 1 BURATU PTY LTD122,506,000 3.61 2 CITICORP NOMINEES PTY LIMITED 47,440,990 1.40 3 MR ADONIS KIRITSOPOULOS + MS JENNIFER ANNE FORD 37,001,641 1.09 4 LJ & K THOMSON PTY LTD 35,000,000 1.03 5 YARRAANDOO PTY LTD 30,407,804 0.90 6 DEBUSCEY PTY LTD 30,000,000 0.88 7 BNP PARIBAS NOMINEES PTY LTD 28,659,700 0.84 8 FINCLEAR SERVICES PTY LTD 27,575,142 0.81 9 SURPION PTY LTD 25,337,615 0.75 10 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 20,983,440 0.62 11 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 20,049,148 0.59 12 MR MURRAY ROBERT BRYANT 19,675,491 0.58 13 MR RYAN VAN DER MERWE 18,394,725 0.54 14 MR ROBERT JOHN CONNOLLY 17,928,264 0.53 15 RADIO FUELS ENERGY CORP 16,666,667 0.49 16 MR STEPHEN GAMBLE 16,500,000 0.49 17 BNP PARIBAS NOMS PTY LTD 15,173,054 0.45 18 MR JAGDISH MANJI VARSANI 15,000,000 0.44 19 MR CRAIG ALEX BARRETT 14,707,880 0.43 20 PENINTERGEN PTY LTD 14,100,000 0.42 SUBSTANTIAL SHAREHOLDERS There are no substantial shareholders in the Company, holding 5% or more of shares on issue. UNLISTED OPTIONS There is one holder of unlisted options with an exercise price of $0.2375 and expiring 31/12/2025: 1,650,000. UNLISTED PERFORMANCE RIGHTS – ISSUED TO DIRECTORS AND EMPLOYEES There are 10 holders of performance rights with performance hurdles to be achieved by 31/12/2026: 22,653,500. ANDROMEDA METALS LIMITED 110 Glossary CONTENT EXPANSION $ / AUD All prices are in Australian dollars, unless otherwise stated $m Millions of dollars 20XX DFS/BFS Definitive/bankable feasibility study, with 20XX referring to the year of its completion Andromeda Andromeda Metals Limited (ABN 75 061 504 375) BFS Bankable feasibility study Cobra Cobra Resources PLC DCSB District Council of Streaky Bay DFS Definitive feasibility study dmt Dry metric tonnes EKJV Eyre Kaolin Joint Venture (51% owned by Andromeda, with potential to earn-in up to 80%) ECL EnviroCopper Limited EMR Environmental Metals Recovery Pty Ltd (a subsidiary of EnviroCopper Ltd) FAT Factory acceptance testing FID Final investment decision FY24 Financial Year 2024, for the financial year ending 30 June, 2024 FYXX Financial Year 20XX (with XX denoting the last two digits of the year ending 30 June, 20XX) Group Andromeda Metals Limited and its consolidated subsidiaries GWP Great White Project (wholly owned by Andromeda) HPA High purity alumina IRR Internal rate of return ISO B ISO brightness, a European standard for measuring brightness ISR in-situ recovery ITC Institute of Ceramic Technology (ITC), located at the University of Castellón in Spain JORC Joint Ore Reserves Committee JORC Code The Australasian Code for reporting of Exploration Results, Mineral Resources and Ore Reserves JVP Joint venture partners (including Cobra Resources PLC) kt Thousand tonnes LTI Long-term incentive Minotaur Minotaur Exploration Limited Mt Million tonnes NPVX Net present value, with “X” denoting the discount rate applied pa Per annum PCT Patent Co-operative Treaty REE Rare earth element Rush Rush Resources Limited SBPP Streaky Bay Pilot Plant SEB Significant Environmental Benefit SGA Smelter grade alumina STI Short-term incentive tpa Tonnes per annum TFR Total fixed remuneration TSR Total shareholder returns WGP Wudinna Gold Project wmt Wet metric tonnes ANNUAL REPORT 2024 111 Registered and Principal Office Level 10, 431 King William Street, Adelaide, South Australia 5000 T: +61 8 7089 0600 E: ir@andromet.com.au WWW: andromet.com.au