ANNUAL REPORT
2025
Contents
Company information
Letter from the Chair
4
Acting CEO’s report
6
Operations review
8
The Great White Project
9
HPA Project
18
Exploration
21
Great White Deposit
22
Hammerhead Deposit
23
Tiger Deposit
24
Eyre Kaolin Project
25
Mount Hope Kaolin Project
26
Corporate
27
Sustainability
29
Resources and reserves
38
Competent person statements
41
Schedule of tenements
42
Directors’ report
43
Directors and key management personnel
44
Operating and financial review
49
Remuneration report (audited)
54
Auditor’s independence declaration
76
Financial report
77
Notes to the financial statements
82
Directors’ declaration
114
Independent auditor's report
115
Shareholder information
120
Glossary
123
Company information
DIRECTORS
Sue-Ann Higgins
Executive Chair
Mick Wilkes
Independent
Non-executive Director
Jean-Dominique Sorel
Non-executive Director
Miguel Galindo
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
2
ANDROMEDA METALS LIMITED
THE GREAT WHITE PROJECT
High-grade, development-ready project with funding
discussions underway
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
Environmental plan
(PEPR) approved
9 Experienced
project team and
development
strategy ready
9 Long-lead
equipment
ordered and
under fabrication
9 Premium products
validated by
experts and
customers
9 Stage 1A+
2024 bankable
feasibility study
finalised
9 Logistics pathway
selected
9 Binding offtakes
in place
9 $75 million debt
facility with
Merricks Capital
credit approved
9 Mining contractors
shortlisted
Funding process underway to secure
balance of equity funding for a final
investment decision
Highlights
HPA PROJECT
HPA Scoping Study demonstrating market-leading economics of
Andromeda’s innovative process
9 Scoping Study justifies the commercialisation of Andromeda’s HPA production technology using
Great White kaolin feedstock
9 Strong economic potential for Andromeda to become a leading global producer of low-cost,
low-carbon HPA
9 Market-leading economics with low cost of production and capital expenditure
9 HPA processing technology with lower-carbon emissions up to 48% lower than traditional process
Andromeda’s
Great White refined
kaolin product
Proven process
with recovered
hydrochloric acid (HCl)
Andromeda’s
novel process
Calcination
of HPA
Andromeda’s market-
leading low-cost, low-
carbon HPA product
ANNUAL REPORT 2025
3
Letter from the Chair
Dear Shareholders,
Welcome to the Annual Report covering the 2025
financial year (FY25) for Andromeda Metals Limited
(Andromeda, the Company).
It is with great optimism and pride that I write this year’s
Chair’s Letter, reflecting on the diligent approach taken
in making strides in advancing the Great White Project
(GWP) towards a final investment decision.
Building a strong foundation
GWP continues to be the cornerstone of our strategy
for positioning the Company for long-term success in
the industrial minerals sector.
With four binding offtake agreements now secured,
covering key global markets, we have laid a robust
commercial foundation for Stage 1A+ production.
These agreements validate the high-quality and
premium pricing of our products, reinforce the global
demand for high-quality kaolin, and underpin our
development funding strategy.
Stage 1A+ funding momentum
The Company has continued evaluating potential
funding options to best suit the long-term interests of
the Company and its shareholders.
A major highlight was receiving credit approval
from Merricks Capital for a $75 million debt facility,
a strong vote of confidence in the GWP and our
broader strategy.
We continue to actively engage with equity and
alternative capital providers to secure the remaining
funding required to support a final investment
decision (FID).
Future growth opportunities
The Company continues to pursue future
growth opportunities.
Stage 1A+ is the initial stage of GWP, with other
product and customer growth opportunities being
pursued to support future expansions over GWP’s three
development stages.
One of these opportunities is our High Purity Alumina
(HPA Project), following breakthrough test work results
confirming HPA produced to 99.9985% purity using our
proprietary flowsheet and kaolin from GWP.
Following these outstanding results a HPA Scoping
Study was published, which Sarah discusses in her
Acting CEO’s Report.
Disciplined financial and capital management
Andromeda’s strategic focus remains on developing
GWP and our portfolio of kaolin projects. To support the
Company while the development funding process is
underway, a number of initiatives were implemented to
raise capital, reduce costs and divest non-core assets.
During FY25, two capital raisings were undertaken, to
support the Company while the project funding was
progressed. This included:
•
a share placement and pro-rata entitlement
offer in August 2024, which raised $3.82 million
before costs,
•
a share placement in May 2025, which raised
$5 million before costs,
•
with attaching options under these offers which, if
exercised, will provide an additional $11.6 million in
working capital.
ANDROMEDA METALS LIMITED
4
Letter from the Chair
Throughout the financial year, the Board also remained
focused on prudently managing costs and conserving
cash. This saw a number of cost saving and cash
conservation measures implemented.
This included voluntary reductions in director fees,
some staff reducing their hours to being part-time,
and the granting of zero exercise price options
(ZEPOs) in lieu of part payment of director fees and
employee salaries.
In total, these measures conserved over $610,000 in
cash payments during the financial year, reflecting our
shared commitment to the Company’s success and our
belief in the value we are creating.
In addition, savings were achieved through salary
savings from non-replacement of personnel, minimising
discretionary expenditure and the divestment of our
non-core copper and gold assets.
Governance and leadership
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 starting on page 43 of
this Report.
This financial year saw a significant amount of Board
and Senior Management renewal, including the
appointments of Jean-Dominique (JD) Sorel and
Miguel Galindo as Non-executive Directors. Their deep
expertise in industrial minerals and global markets
strengthens our governance and broadens our
strategic capabilities.
Following their appointments in January 2025, Austen
Perrin elected to step down from the Board, to ensure
an orderly transition and to keep the size of the Board
appropriate to the size and position of the Company.
I thank Austen for the valuable contribution he has
made since his appointment in June 2022.
The financial year also saw Sarah Clarke step into
the role of Acting CEO, following the resignation of
Luke Anderson who had replaced Bob Katsiouleris as
CEO and Managing Director. The Board thanks Sarah
for her strong leadership in guiding the team in addition
to her existing management duties as General Counsel
and Company Secretary.
I would like to take this opportunity to thank you, our
shareholders, for your continued support, and our
employees for their dedication during the year.
Similarly, our successes could not have been achieved
without the support of our offtake partners, suppliers
and the local Eyre Peninsula community.
Rest 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.
Yours sincerely,
Sue-Ann Higgins
Executive Chair
ANNUAL REPORT 2025
5
Acting CEO's report
Dear Shareholders,
I am pleased to report that during the 2025 financial
year, a number of significant milestones were
achieved, which sees the Company well positioned as
it seeks to secure development funding to support a
final investment decision for the GWP.
Great White Project milestones
In July 2024, a binding offtake agreement with Traxys,
was signed, further validating our high-quality kaolin
products across key segments in global markets.
This sees a total of four (4) binding offtake agreements
underpinning the Stage 1A+ project funding process
and long-term economics of GWP.
Additionally, future expansions are supported by
the agreement with Traxys which includes a binding
commitment to purchase 50% of the available
processing capacity, up to 130,000 wmt p.a.
Operationally, we progressed with a range of project
readiness activities in preparation of an anticipated FID
for Stage 1A+ being made. These included:
•
procurement of the long lead items, with almost
all now fabricated, warehoused and ready for
shipment to the mine site,
•
plant optimisation and advanced detailed plant
design and engineering, and
•
project and resource planning.
These now see us well-positioned to commence
efficient construction and delivery of the Project
following an FID being made.
The financial year saw number of significant milestones
achieved towards securing the funding required to
support a final investment decision for Stage 1A+ of the
Great White Project.
Stage 1A+ development funding process
Following the Traxys agreement being signed, the
Company re-engaged with capital market financiers,
with the aim of securing the required funding to support
an FID for Stage 1A+.
During FY25, due diligence was undertaken by a
select number of capital providers, covering potential
investments through cornerstone equity, global bond
markets, government funding and other instruments
such as royalties.
A major milestone was achieved when, in March 2025
the Company entered exclusive negotiations with
Merricks Capital for a $75 million debt facility, for which
credit approval was received in June 2025. This facility
is subject to final documentation and represents a
cornerstone of our funding strategy.
Following this, together with Merricks Capital,
we worked on finalising the binding financing
documentation, which are well progressed. Finalisation
and execution subject to finalisation of the balance of
funding required to support and FID.
In parallel, the Company also progressed its funding
process for the balance of Stage 1A+ project funding,
with a select number of capital financiers undertaking
due diligence. This process remains ongoing
and includes discussions for investment through
cornerstone equity and alternative funding structures,
either at the company or project level.
“Whilst our primary focus remains the initial
Stage 1A+ development of the GWP, the
exciting breakthrough results of producing
HPA to 99.9985% purity and the strong
outcomes of the HPA Scoping Study, show
great promise for future growth.”
ANDROMEDA METALS LIMITED
6
Project readiness
During FY25, the project team has worked diligently
to progress detailed design and engineering,
procurement and project planning activities for
Stage 1A+, in anticipation of FID being made.
Detailed plant design and engineering works were
progressed, and are at an advanced state, which
supported procurement activities.
Key long lead items have been fabricated, and are
currently being warehoused, ready for shipment to the
mine site following an FID being taken.
Reflecting our commitment to disciplined project
planning and execution, the Company has
methodically prepared itself to be in an advanced
state of operational readiness.
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.
Innovation and future growth
While our primary focus remains the development
of the GWP, the Company also continues to pursue
potential high value-accretive opportunities.
During FY25, we achieved a breakthrough in our High
Purity Alumina (HPA) project, with test work confirming
HPA produced to 99.9985% purity using our proprietary
flowsheet and kaolin from GWP.
This innovation positions Andromeda to enter the high-
value HPA market with a process that is both cost and
carbon efficient.
Following this success, the results of an HPA Scoping
Study were released1, demonstrating market-leading
economics using the Compay's innovative technology.
We look forward to progressing this exciting
opportunity to diversify our product portfolio into a
higher-value product which is on Australia’s Critical
Minerals list.
The HPA Scoping Study supports the commercialisation
of Andromeda’s HPA technology, with the following
key findings:
•
Potential Net Present Value2 of ~$1,010 million and
post-tax internal rate of return (IRR) of 69%
•
Capital expenditure of $155 million giving market-
leading capital intensity of $15,459 per tonne of
HPA (US$9,894/t)
•
Low-carbon HPA processing technology – with
modelled carbon emissions up to 48% lower than
traditional aluminium alkoxide process
•
Andromeda’s technology has the potential to
disrupt the existing market by producing HPA
sourced from kaolin.
We also advanced exploration at the Eyre Kaolin
Project, earning a 51% interest and initiating further
drilling and analysis during the financial year.
Exploration at the Eyre Kaolin Project progressed, with
drilling at the Chairlift Deposit and reanalysis of historic
drillholes. These activities support our strategy to
expand our kaolin resource base and enhance future
production potential.
Looking ahead
As we move towards a final investment decision, our
focus remains on securing funding and preparing for
construction for the GWP, as well as unlocking further
value by progressing the HPA Project.
Progressing GWP continues to represent the
best opportunity to maximise long-term value for
Andromeda and its shareholders.
We are confident in the Project’s fundamentals and are
excited about the opportunities ahead.
In closing, I would like to thank our team,
Board, shareholders, and partners for their
unwavering support.
Together, we are looking to build a resilient, innovative,
and future-focused industrial minerals company, to
deliver 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
1
Refer to ADN ASX dated 18 September 2025 titled HPA Scoping
Study demonstrates market-leading economics of Andromeda’s
innovative technology; all material assumptions and technical
parameters underpinning the estimates and forecast financial
information continue to apply and have not materially changed.
2
NPV10 using a discount rate of 10%.
ANNUAL REPORT 2025
7
Operations review
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 a vision of becoming
“The Great White Mineral Company” and leading the world in the
sustainable supply of superior quality industrial minerals.
1
Refer to Table of Reserves – Great White Deposit on page 40.
The 15.1 Mt Ore Reserves includes 5.1 Mt classed as Proven and 10.0 Mt as Probable.
2
Refer to ADN ASX dated 24 August 2023 titled 2023 Definitive Feasibility Study Results; 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'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
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.
8
ANDROMEDA METALS LIMITED
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 FY25, the Company progressed implementation
of the revised commercial strategy of targeting
high value markets, including high-quality ceramic
tiles, ceramic porcelain tableware and low-carbon
concrete production.
This led to the signing of a binding offtake agreement
with Traxys1, bringing to four the number of binding
offtakes supporting initial development of the Project.
To support these offtake agreements, the decision was
taken to bring forward Stage 1A+ expansion, for total
initial production to 1000,000 tpa2.
Following the signing of a binding offtake agreement
with Traxys, the Company re-engaged with capital
market financiers, with the aim of securing the required
funding to support a final investment decision for
Stage 1A+.
On 4 June 2025, Merricks Captial confirmed credit
approval for a A$75 million debt facility to support
the GWP's development, with the Company actively
seeking the balance of funding required to support a
final investment decision.
GWP is a development-ready project with all key
approvals 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 tenements 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
1
Refer to ADN ASX dated 17 July 2024 titled Binding
Offtake Agreement signed with Traxys.
2
Refer to ADN ASX dated 6 May 2024 titled
Andromeda expansion plans for The Great White
Project. Andromeda is not aware of any new
information or data that materially affects the
information included in this market announcement
and that all material assumptions and technical
parameters underpinning the estimates continue
to apply and have not materially changed.
ANNUAL REPORT 2025
9
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.
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 methodology assists in
providing direction towards the markets which
are 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.
MARKET TO MINE
Andromeda’s commercial strategy has identified a high
value-in-use (VIU) for the Great White Project’s core
kaolin product portfolio.
Great White CRM™ and Great White KCM™90 were
found to be high value products in the established
and growing markets for high quality ceramic tiles and
ceramic porcelain tableware.
Great White HRM™ is identified as a complementary
product, which requires further customer product
validation which is being undertaken. The identified
uses of Great White HRM™ are as a rheology modifier
and as an additive in the global market for low-carbon
concrete production.
There is also the opportunity to further beneficiate the
Company's kaolin products to produce high-purity
alumina (HPA) which is a high value accretive product.
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.
Table 1 Andromeda’s core and complementary product portfolio.
PRODUCT
DESCRIPTION
END-USE
CORE
Great White CRMTMP
Fully refined ultra-fine dried kaolin
product with high brightness.
Optimised for use in high-quality
porcelain tableware.
Great White CRMTMT
Fully refined ultra-fine dried kaolin
product with high brightness and
high alumina content.
Optimised for use in high-quality ceramic tiles
and slabs.
Great White KCMTM90
Refined, bright white
kaolin product.
For use in ceramics and can also be used to
improve lower grade resources to increase the
total value of the resultant combined product,
for use in other industry applications.
COMPLEMENTARY
Great White HRMTM
Concrete additive to
reduce carbon
Optimised for use as a cement additive in the
production of low-carbon concrete.
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.
High-Purity Alumina
(HPA)
Befeficiation of GWP kaolin
products into the critical
mineral HPA
Light-emitting diode lighting (LEDs), Lithium-
ion batteries semi-conductors, and other
high-performance technologies.
ANDROMEDA METALS LIMITED
10
The Great White Project
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.
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
ANNUAL REPORT 2025
11
The Great White Project
To support premium pricing of kaolin products
from GWP into these segments, an extensive
series of product validation work and trials have
been conducted.
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 CRMTM and Great White KCMTM90,
this has included:
•
Independent test work, international
benchmarking and value in use analysis,
conducted by Spain’s Institute of Technical
Ceramics (ITC);
•
Product characterisation and international
benchmarking conducted by IberoClays; and,
•
Succesful commercial scale pilot plant ceramic
glaze trials.
The product validation program for these products
determined they:
•
exhibited world class levels of brightness,
aluminium-to-iron ratios and mechanical strength
when fired;
•
represented above-market value in use in the
fast- growing large format porcelain and ceramic
tile and glaze segments3,4; and,
•
supported up to a 20% zircon-displacement
potential in the ultra-white and super-white
ceramic slab segments5.
Binding offtake agreements
The successful results from the product validation trials
supported products marketing efforts, which ultimately
led to the signing of four binding offtake agreements
across global markets, with:
•
Yamada Plantan, a high-quality ceramics and
porcelain tableware manufacturer, for Great White
KCMTM90 into the Japanese market6;
•
Foshan Gaoming for the purchase of Great White
CRMTM and Great White KCMTM90 over 5 years, for
sales into the Chinese market7;
•
IberoClays, the leading formulator of ceramic
tile minerals into Europe, for Great White CRMTM
and Great White HRMTM for sales over an initial
period of 5 years into various markets across the
Mediterranean8; and,
•
Traxys, a leading global industrial minerals trader for
Great White CRMTM and Great White HRMTM for sales
over an initial period of 5 years into various markets
across the Mediterranean9.
Together these four binding offtake agreements underpin
production under Stage 1A+ and support funding
discussions to support a final investment decision
being made.
In FY25, further product validation trials were conducted
to extend the use of Great White CRMTM into ceramic
and porcelain glaze formulations10.
The trials assessed the use of Great White CRMTM in two
key glaze formulation segments:
•
a standard glaze composition to manufacture single-
fired wall tiles with a glossy white opaque finish, with
kaolin content of 8.3% by weight; and,
•
a matt “smaltobbio” glaze composition for the
manufacture of porcelain tiles, with a kaolin content
of 22%.
The findings of the trials successfully validated Great
White CRMTM as a high-quality kaolin product for use
in industrial glaze formulations, enhancing Andromeda
Metals’ position as a key supplier to the ceramic industry.
3
Refer ADN ASX dated 8 June 2023 titled Investor
Presentation.
4
Refer ADN ASX dated 19 January 2024 titled Binding Sales
and Distribution Agreement with IberoClays SLU.
5
Refer ADN ASX dated 18 June 2024 titled Report on Zircon
Displacement for Great White CRM™.
6
Refer ADN ASX dated 8 June 2023 titled Binding Offtake
Agreement signed for Japanese market.
7
Refer to ADN ASX dated 7 June 2023 titled Term Sheet signed for
significant quantities of kaolin products for Chinese market.
8
Refer ADN ASX dated 19 January 2024 titled Binding Sales and
Distribution Agreement Signed with IberoClays.
9
Refer ADN ASX dated 17 July 2024 titled Binding Offtake
Agreement signed with Traxys.
10 Refer ADN ASX dated 25 June 2025 titled Successful Commercial
Scale Pilot Plant Ceramic Glaze Trials.
ANDROMEDA METALS LIMITED
12
The Great White Project
EXCLUSIVE
MARKETS
NON-EXCLUSIVE
MARKETS
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.
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.
Figure 3 GWP signed offtake agreements.
Figure 4 Offtake Agreements underpinning Stage 1A+ production.
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 Yamada¹
Foshan Gaoming²
Ibero Clays³
Traxys⁴
Stage 1A+ cumulative nominal production capacity
Ongoing contracted volumes
ANNUAL REPORT 2025
13
The Great White Project
For Great White HRMTM, a product validation and
commercialisation program was progressed during
FY25, with end-user technical validation trials
as follows:
•
Hallett Group – a trial under Stage 2 of the
Strategic Alliance Agreement with Hallett Group11;
•
Japan & Singapore – a testing program across a
range of potential customer applications in these
and other Asian markets was progressed;
•
Traxys – following a request by Traxys, a sample
was sent to France for assessment in support of
the conditional offtake agreement for Great White
HRMTM with Traxys12; and,
•
IberoClays – a sample was sent to Spain for
assessment in support of the conditional offtake
agreement for Great White HRMTM with IberoClays.
Mine to market response
To align production to committed volumes under
binding offtakes, the Great White Deposit’s 15.1 Mt Ore
Reserve13 was mapped by product, as presented in
Figure 4.
Stage 1A to 1A+ design and construction
To support production of the volumes committed
under the 4 binding offtake agreements, the decision
was taken to bring forward Stage 1A+ expansion, to
increase total initial production to 100,000 tpa14.
The Stage 1A+ Processing Plant is designed to initially
produce Great White CRMTM and Great White
KCMTM90, with built-in optionality to produce Great
White HRMTM and feedstock to meet the need for other
products customers may demand, such as for HPA.
Operational readiness
During FY25, in anticipation of a final investment
decision, a significant amount of operational planning
and project readiness activities were carried out.
Stage 1A+ detailed plant design and engineering were
advanced, and activities supporting procurement
and operational planning were undertaken by the
Project team.
In addition, significant engagement activities with
financiers, and their advisers, were undertaken in
support of the Stage 1A+ project funding process, as
the Company progressed through various funding due
diligence processes.
Ordering of long lead items
During FY25, the procurement of long lead items for
the Stage 1A+ processing plant was progressed, with
current status shown as follows:
•
Fluid bed dryer – factory acceptance testing (FAT)
completed, warehoused, ready for shipment;
•
Thickener – FAT completed, warehoused, ready for
shipment;
Figure 5 Stage 1A+ starter pit position, products,
and grades.
11
Refer ADN ASX dated 16 November 2023 titled Strategic
Alliance Agreement signed with Hallett Group.
12 Refer ADN ASX dated 17 July 2024 titled Binding Offtake
Agreement signed with Traxys.
13 Refer to Table of Reserves – Great White Deposit on page 40.
The 15.1 Mt Ore Reserves includes 5.1 Mt classed as Proven and
10.0 Mt as Probable.
14 Refer ADN ASX dated 6 May 2024 titled Andromeda
expansion plans for The Great White Project. Andromeda
is not aware of any new information or data that materially
affects the information included in this market announcement
and that all material assumptions and technical parameters
underpinning the estimates continue to apply and have not
materially changed.
ANDROMEDA METALS LIMITED
14
The Great White Project
•
Drum washer – FAT completed, warehoused, ready
for shipment;
•
Filter Press – FAT process nearing completion, with
preparations for storage prior to shipment; and,
•
Filter Cake Feeder – engineering design complete,
with fabrication to commence following an
anticipated FID.
The warehousing of long lead items continued to be
managed to optimise product warranty conditions,
with delivery timeframes aligned with anticipated
development schedule.
The Company also made preparations for the
procurement of the ‘balance of plant’ capital and
infrastructure items.
Streaky Bay pilot plant
The Streaky Bay Pilot Plant (SBPP) replicates the
process flowsheet to be used at the Stage 1A+
processing plant.
During FY25, 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.
Figures 6 and 7 3D design model of Stage 1A+ processing plant.
ANNUAL REPORT 2025
15
The Great White Project
PROJECT FUNDING PROCESS
Having obtained the required binding offtake
commitments to underpin Stage 1A+’s planned
production during FY25, the Company reactivated its
project funding process, with the aim of securing the
required finance to support a final investment decision.
To assist with the financing process, the
Company appointed:
•
Azure Capital, a leading Australian corporate
advisory firm, to seek cornerstone investment to
support the development funding; and,
•
Pareto Securities, a specialist provider of brokerage
and advisory services for companies seeking
to access global bond markets (or markets
for other debt instruments), to run a process in
those markets.
The Company is targeting debt to equity structures
of up to two thirds debt to one third equity (at either
company or asset level), as well as alternative
financing structures such as royalties.
During FY25, significant engagement activities
with financiers, and their advisers, as the
Company progressed through various funding due
diligence processes.
In March 2025, the Company entered into exclusive
negotiations with Merricks Capital for a debt project
financing facility with a limit of up to A$75 million
(Facility), including principal, capitalised interest
and fees, cash reserving requirements and a cost
overrun tranche.
In June 2025, Merricks Capital confirmed credit
approval for the Facility, following extensive due
diligence on the technical, financial, legal, market,
environment and social aspects of the Project.
Key terms of the Facility include:
•
Amount of $75 million includes principal, capitalised
interest and fees, cash reserving requirements and
a cost overrun tranche.
•
Tenor of 78 months, with scheduled amortisation
beginning after a 12-month grace period following
the completion of Project development, and ending
at maturity with a 50% bullet repayment.
•
Security and covenant package customary for
a facility of this nature, including the Company
securing the necessary balance of funding
to support a final investment decision for the
Stage 1A+ development of the Project.
Following credit approval being confirmed, Andromeda
and Merricks Capital have worked on finalising the
binding financing documentation for the Facility.
These documents are now well progressed, with final
approvals and execution subject to finalisation of the
balance of funding.
In parallel, the Company also progressed its funding
process for the balance of Stage 1A+ project funding
required to support a final investment decision, with
a select number of capital financiers undertaking
due diligence.
Advance finding awarded for GWP by the
Australian Government
During FY25, the Australian Government’s AusIndustry
awarded the Company an Advance and Overseas
Finding Certificate (Advance Finding).
The Advance Finding covers certain activities related
to scaling up of product and process development
under Stage 1A+ of the GWP, covering Great White
CRMTM, Great White KCMTM90, Great White HRMTM, in
addition to feedstock for HPA trials.
ANDROMEDA METALS LIMITED
16
The Great White Project
The Advance Finding enables Andromeda to claim
refundable tax offsets or cash rebates for 43.5%15
on eligible expenditure of up to ~$26 million16, on
the following:
•
Streaky Bay Pilot Plant expenditure,
•
Expenditure related to the Project team, exploration
and evaluation, and site administration,
•
Stage 1A+ design works and processing
operating costs,
•
Mining operating costs during testing period, and
•
Depreciation on plant and mine development
during testing period.
Andromeda’s Advance Finding is binding for the
income tax years commencing for the 2024 financial
year and for the two subsequent financial years.
On 20 January 2025, the Company announced it
had reeived a cash rebate of $2.34 million, following
submission of its tax return for the 2024 financial year.
Figure 8 Planned development stages for GWP.
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.
15 Subject to the applicable research & development incentive
and income tax rules. Should aggregated turnover exceed
$20 million during any financial year, rather than refundable the
amounts claimed will be applied as carried-forward tax losses
at the relevant non-refundable R&D tax offset rate.
16 Eligible expenditure must be incurred in order to claim.
STAGED APPROACH TO THE DEVELOPMENT OF GWP
ANNUAL REPORT 2025
17
Andromeda began investigating the opportunity to
produce High Purity Alumina (HPA) from its kaolin
resources, in 2018.
HPA is a critical mineral included on the Australian
Government’s Critical Minerals List.1
Over the past seven years, the Company has carried
out extensive research, testing, and assessment of
various production methods and technologies, aiming
to identify the most efficient process for extracting
alumina from its kaolin resources.
Great White kaolin has exceptionally low levels of
alkali metals and alkaline earths with a naturally high
alumina content, making it an ideal feedstock for HPA.
The test work carried out by external consultants
confirmed that kaolin from the GWP is ideally suited
for making HPA and 99.99% pure samples of Al2O3
were produced.
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.
During FY25, the Company has made the decision
to progress to Phase 2 of the HPA test work, a more
advanced and integrated process to test the full
flowtest using Great White kaolin as feedstock.
In May 2025, following confirmation of lab-scale
results, the Company announced the breakthrough
result of successfully producing HPA to a purity of
99.9985% using high-quality refined kaolin from
the GWP and the Company's innovative technology.3
HPA Project
SOUTH AUSTRALIA
100% Andromeda
1
Refer to https://www.industry.gov.au/publications/
australiascritical-minerals-list-and-strategic-materials-list
2
Refer to ADN ASX dated 1 May 2025 titled Andromeda
Achieves HPA Breakthrough: Successful Production of 4N HPA &
Validation of Novel Flow Sheet.
The analysis on the HPA test work sample was
conducted by EAG Eurofins USA, a globally
recognised leader in materials testing located in
the United States of America. The results were also
independently confirmed by analysis conducted
by Australia’s National Science Agency, the
Commonwealth Scientific and Industrial Research
Organisation (CSIRO).
Later that month, the Company undertook a share
placement, raising $5 million before costs. These funds
were raised to in-part be used to progress HPA project,
including through completion of a scoping study and
product and market development activities.
In June 2025, the Company commenced working on
the HPA Scoping Study to:
•
assess the potential opportunity of progressing the
HPA Project;
•
identify gaps required for planning next steps; and,
•
provide a basis for developing business
development plans.
On 18 September 2025, the Company announced the
results of the HPA Scoping Study, which demonstrate
the market-leading economics of Andromeda’s
innovative HPA technology3, as follows:
•
HPA Processing Facility capable of producing
10,000 tpa of 4N HPA using ~30,000 tpa of GWP
kaolin as feedstock.
•
Net Present Value4 (NPVl0) of approximately
$1.48 billion (pre-tax) and $1.01 billion (post-tax)5.
•
Pre-production capital costs of approximately
$155 million (inclusive of 30% contingency)6:
»
Market-leading capital intensity of $15,459
(US$9,894) per tonne of HPA capacity;
»
Significantly below other reported processes.
Operations review
3
Refer to ADN ASX dated 18 September 2025 titled HPA Scoping
Study demonstrates market-leading economics of Andromeda’s
innovative technology; all material assumptions and technical
parameters underpinning the estimates and forecast financial
information continue to apply and have not materially changed.
4
Calculated using a discount rate of 10%.
5
Assumes company tax rate of 30%.
6
Excludes additional costs for PFS, marketing and other studies
including ongoing test work, currently estimated to cost
approximately $4 million.
ANDROMEDA METALS LIMITED
18
HPA Project
•
Operating costs of approximately $4,718
(US$3,020) per tonne:
»
Significantly below other globally reported
processes;
»
Excludes any benefits from potential sales of
amorphous silicate by-products.
•
High product margin of 85%, equivalent to
approximately $26,532 (US$16,980) per tonne
using conservative pricing assumptions of $31,250
(US$20,000) per tonne.
•
Favourable market fundamentals with 20%
compound annual growth rate (CAGR) of demand,
leading to an estimated supply shortfall of up
to 78,071 tonnes in 2030, equivalent to 127% of
current available global production capacity.7
•
Potential for Andromeda to become a global
leader in the production of low-carbon HPA, with
modelling indicating 6.47 tonnes of carbon dioxide
emissions per tonne of HPA (t-CO2/t-HPA) using
natural gas, which is 48% lower than the reported
12.44 t- CO2 / t-HPA of traditional aluminium
alkoxide process.8
The outcomes of the HPA Scoping Study warrant
progressing the HPA Project to the next phase of
the workplan. Next steps, subject to funding and
approvals, include:
•
Continuous test work studies, marketing and other
support studies
»
Continuous pilot scale test work for process flow
sheet optimisation, and to produce commercial
samples of HPA from the continuous operation
for potential customers
»
Development of the optimised process flowsheet
under continuous operation conditions
»
Engagement with potential customers regarding
product requirements
»
Definition of engineering requirements and
equipment performance specifications for the
pre-feasibility study
»
Marketing studies to define target markets and
products, including investigation of production
of 3N and SN HPA products
»
Investigation into the potential value of silicate
by-products.
•
Prefeasibility Study and supporting works
including approvals:
»
Plant engineering design, capital and operating
cost estimates
»
Identification of service requirements and
potential suppliers
»
Preparation and pre-submission works for
required regulatory approvals Ancillary studies
(air quality, noise, waste)
»
Community engagement and economic
impact assessment
»
Risk assessment
»
Selection of HPA Processing Facility location,
which will also inform regulatory approvals.
•
Product and market strategy:
»
Development of market strategy
»
Identification of customer qualification and
product specifications required.
•
Feasibility
»
Development of pre-feasibility outcomes to
feasibility level
»
Binding customer agreements
»
Engagement with investors and
funding discussions
Assuming positive outcomes throughout the
study period, a first commercial HPA product from
Andromeda to market could be by 2 years post-
financial investment decision. While such timing is
considered advantageous with reference to a supply
shortfall of up to 78,071 tonnes in 2030, equivalent to
127% of available capacity, as estimated by CRU, it is
possible that there will be unforeseen delays given the
early stages of the business opportunity. There is also
a need for additional funding to progress together with
extensive requirements to determine customer, product
and investor requirements to allow commercialisation.
Funding of approximately $159 million will be required
to develop the HPA Project, based on the assumptions
in the HPA Scoping Study. This includes $155 million
in Pre-production Capital Costs inclusive of ~30%
contingency, and approximately $4 million in additional
costs for a Pre-Feasibility Study, including Plant
engineering design and refinement of capital and
operating cost estimates, marketing and other studies
including ongoing test work.
7
High Purity Alumina Special Report 2023, CRU, October 2025.
8
White Paper – Green Credentials of Altech HPA Process, Altech
Chemicals {March 2020).
ANNUAL REPORT 2025
19
Key metrics and financial outcomes of the HPA Scoping Study10:
AUD
USD
Target production
10,000 tpa
NPV10 (pre-tax)
$1,480 million
US$947 million
NPV10 (post-tax)11
$1,010 million
US$647 million
Revenue
$6,403 million
US$4,098 million
HPA product sale price12
$31,250 / t
US$20,000 / t
Cash operating cost13
$4,718 / t
US$3,020 / t
Cash operating margin
$26,532 / t
US$16,980 / t
Cash operating margin
85%
Average annual EBITDA
$247 million
US$158 million
Pre-production capital cost14
$155 million
US$99 million
Capital intensity15
$15,459 / t
US$9,894 / t
Sustaining capital cost
$114 million
US$73 million
Internal rate of return (IRR) (pre-tax)16
88%
IRR (post-tax)
69%
Project life17
24 years
Payback period
3.2 years
9
Refer to ADN ASX dated 4 June 2025 titled Credit Approved A$75 million Debt Facility.
10 Australian dollars quoted, unless otherwise stated. USD/AUD exchange rate of 0.64 assumed. Figures are approximate, subject
to rounding.
11
Post-tax NPV10 assumes company tax rate of 30%.
12 Based HPA market analysis, which may not reflect actual offtake agreements entered into.
13 Net of any potential sales of silicate by-products.
14 Includes ~30% contingency, with additional funding required to support construction of a HPA Pilot Plant and a HPA Pre-feasibility Study.
15 Calculated as Pre-production Capital Cost per tonne of HPA Target Production capacity.
16 Internal rate of return.
17 Nominal Project Life of 24-years modelled, including approximately 2 years of design and construction for a HPA Production Facility with a
22-year production life.
The Company intends to seek equity investment initially to progress the HPA Project through commercialisation
and will likely target a combination of debt and equity for development funding. Any available government grants
or incentives, and other forms of investment, will also be investigated. The Company also intends to actively seek
offtake partners for HPA product once commercial samples of HPA have been produced.
The Company has sought equity funding for the HPA Project to date, with some of the use of funds from its
$5 million equity placement announced on 12 May 2025 allocated towards the HPA Project (including the Scoping
Study and product and market development activities).
The Company believes that there is a reasonable basis to assume that the additional funding required to complete
the forward work program and develop the HPA Project will be available on the following basis:
»
The Board and management team of Andromeda have a strong track record in developing resources projects.
»
The Company has a proven ability to attract new capital, both through equity and debt, including in
relation to the credit approval recently received for a A$75 million project financing facility to support the
development of the Great White Project9.
»
HPA is a high value critical mineral, with a significant supply shortfall predicted by 2030.
»
The Scoping Study demonstrates the HPA Project's potential to deliver strong economic results.
HPA Project
ANDROMEDA METALS LIMITED
20
Operations review
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.
21
ANNUAL REPORT 2025
Great White Deposit
SOUTH AUSTRALIA
Andromeda 100%
Figure 9 Great White Deposit Mining Lease and Miscellaneous
Purposes Licences.
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
1
Ore Reserve Estimate previously announced to ASX on 6 April 2022 titled Great White Kaolin Project – Definitive Feasibility Study and
Updated Ore Reserve. 15.1 Mt Ore Reserve includes 5.1 Mt classed as Proven and 10.0 Mt as Probable; all material assumptions and
technical parameters underpinning the estimates continue to apply and have not materially changed.
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
The GWP is centred around the Great White Deposit which underpins the planned 28-year mining operation.
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 Reserve1, 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.
Exploration
ANDROMEDA METALS LIMITED
22
Exploration
Hammerhead Deposit
SOUTH AUSTRALIA
Andromeda 100%
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 45 µm size fraction has been estimated (refer Table 3)1.
The Resource contains 27.1 Mt 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 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.
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.
1
Refer ADN ASX dated 29 September 2020 titled New mineral resource estimate for Hammerhead Halloysite-Kaolin Deposit. Andromeda
is not aware of any new information or data that materially affects the information included in the market announcement and that all
material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed.
ANNUAL REPORT 2025
23
Exploration
Tiger Deposit
SOUTH AUSTRALIA
Andromeda 100%
Andromeda’s Tiger Kaolin Deposit is approximately 10 km south of the Great White Deposit.
A Mineral Resource Estimate for the Tiger deposit of 12.1 Mt containing 7.2 Mt of kaolinite (in the <45 µm size
fraction) has been estimated.1
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
Note that all figures are rounded to reflect appropriate levels of confidence.
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.
1
Refer ADN ASX announcement dated 23 March 2022 titled Maiden Tiger Kaolin Resource and Regional Rare Earth Element Potential.
Andromeda is not aware of any new information or data that materially affects the information included in the market announcement and
that all material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed.
ANDROMEDA METALS LIMITED
24
Exploration
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).1
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).2
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.
1
Refer ADN ASX announcement dated 15 July 2024 titled Andromeda earns 51% interest in Eyre Kaolin Joint Venture.
2
Refer ADN ASX announcement dated 23 March 2022 titled Maiden Tiger Kaolin Resource and Regional Rare Earth Element Potential
Andromeda is not aware of any new information or data that materially affects the information included in the market announcement and
that all material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed.
ANNUAL REPORT 2025
25
Mount Hope Kaolin Project
SOUTH AUSTRALIA
Andromeda 100%
Exploration
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 18.0 Mt of bright white kaolinised granite was
subsequently estimated using an ISO B cut-off of 75,
yielding 7.5 Mt of minus 45 µm quality kaolin product.
The Ultra-bright sub domain contains 1.6 Mt of minus
45-micron material with an ISO B of 84.1 and the
Halloysite sub domain contains 0.6 Mt of minus 45 µm
material comprised of 17.2% halloysite.
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.
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.
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
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.
1
Refer ADN ASX dated 11 August 2020 titled New Mineral Resource for the Mount Hope Kaolin project. Andromeda is not aware of any new
information or data that materially affects the information included in the market announcement and that all material assumptions and
technical parameters underpinning the estimates continue to apply and have not materially changed.
ANDROMEDA METALS LIMITED
26
Operations review
Corporate
DIVESTMENT OF NON-CORE PROJECTS
Andromeda’s strategic focus remains on developing
GWP and our portfolio of kaolin projects. And as such,
the Company has divested its non-core gold and
copper assets.
SALE OF WUDINNA GOLD PROJECT
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.
The sale completed in April 2024.
In February 2025, following expiration of an escrow
period, the 52,010,000 shares in Cobra that were
issued as consideration, were sold via an off-market
transfer for total proceeds of A$950,000.
SALE OF MOONTA COPPER
GOLD PROJECT
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 Copper Gold Project (EL 5984),
via the subdivision process in the Mining Act, through
the Company’s wholly owned subsidiary Peninsula
Resources Pty Ltd (Peninsula).
Following completion of the sale, Peninsula retains:
•
203,008 shares in ECL;
•
Royalty equal to 10% of the operating cashflow
derived from the Alford Project Area, up to
$15 million; and,
•
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 within the Project Area, Peninsula will be
entitled (at its sole discretion) to either $100,000 in cash
or 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 MANAGEMENT
The Company actively manages its capital and costs.
During FY25, two capital raisings were undertaken,
to support the Company while the project funding
process was progressed, raising:
•
$3.82 million before costs in August 2024, through a
share placement, a pro-rata entitlement offer and a
top-up facility, which raised;
•
$5 million before costs in May 2025, through a
share placement; and
•
an additional $11.6 million in working capital if all
attaching options under both the above offers
are exercised.
Throughout FY25, a number of
cost saving and cash conservation
measures implemented, including
voluntary reductions in director fees,
some staff reducing their hours to
being part-time, and the granting of
zero exercise price options (ZEPOs)
in lieu of part payment of director
fees and employee salaries.
In total, these measures conserved
$610,000 in cash payments
during the financial year, reflecting
our shared commitment to the
Company’s success and our belief
in the value we are creating.
Figure 11 Moonta Copper Gold Project tenements.
ANNUAL REPORT 2025
27
TAX REFUNDS
In October 2024 an Advance and Overseas Finding
Certificate (Advance Finding) was awarded to the
Company by the Australian Government’s AusIndustry.
The Advance Finding confirms Andromeda can
claim refundable tax offsets, or cash rebates, at the
rate of 43.5%1 of costs incurred on eligible Stage 1A+
expenditure over a three-year period.
Under Stage 1A+ these eligible expenditures are
expected to total approximately $26 million.2
The Advance Finding is binding on the Australian
Taxation Office (ATO) for the financial year 2024 and
the two following financial years.
Following the awarding of the Advance Finding, on
20 January 2025 the Company received payment of a
$2.34 million tax refund for research and development
incentives for activities conducted in FY24.
CAPITAL STRUCTURE
On 31 July 2024, 15,000,000 Performance Rights were
issued to Luke Anderson under the Employee Incentive
Plan, which subsequently lapsed upon his resignation
on 11 September 2024.
On 26 August 2024, 283,333,344 Ordinary shares
were issued following a placement of shares to
sophisticated and institutional investors.
On 14 October 2024, following approval by
shareholders at a General Meeting the following
securities were issued:
•
35,115,061 Ordinary shares under a pro-rata
entitlement offer and top-up facility; and,
•
338,448,405 Listed options under a share
placement, entitlement offer and top-up Facility,
and as part of fees for the Joint Lead Managers.
On 3 October 2024, following approval by
shareholders at the 2024 AGM, the following securities
were issued:
•
10,138,200 Performance rights to Bob Katsiouleris;
and,
•
52,312,825 ZEPOs issued to directors and
employees as payment for some of their fee or salary.
On 31 January 2025, 5,918,367 unlisted ZEPOs
lapsed following the resignation of Austen Perrin as a
Non-executive Director.
Corporate
1
Subject to the applicable research & development incentive
and income tax rules. Should aggregated turnover exceed
$20 million during any financial year, rather than refundable the
amounts claimed will be applied as carried-forward tax losses
at the relevant non-refundable R&D tax offset rate.
2
Eligible expenditure must be incurred in order to claim.
On 26 February 2025, 1,972,789 ordinary shares were
issued to Luke Anderson, subject to voluntary escrow
conditions, following exercise of an equivalent number
of unlisted ZEPOs, and subsequently released from the
voluntary escrow on 30 June 2025.
On 20 May 2025, 384,615,385 Ordinary shares
were issued following a placement of shares to
sophisticated and institutional investors.
On 2 July 2025, following approval by shareholders at
a General Meeting:
•
293,461,554 Listed options were issued related
to the placement of shares to sophisticated and
institutional investors conducted in May 2025.
•
15,527,758 ZEPOs were issued as Service Fee
Options in lieu of director fees.
On 30 July 2025, 1,360,545 ordinary shares were
issued following exercise of an equivalent number of
unlisted ZEPOs.
BOARD AND MANAGEMENT CHANGES
Bob Katsiouleris resigned as Chief Executive Officer
and Managing Director for personal reasons, effective
31 July 2024.
Luke Anderson was appointed Chief Executive Officer
and Managing Director, effective 1 August 2024,
and subsequently resigned for health reasons, on
11 September 2024.
Upon Mr Anderson’s resignation, on 11 September 2024:
•
Sarah Clarke was appointed as Acting CEO.
•
Mick Wilkes made the decision to stand down as
Non-executive Chair and remain on the Board as a
Non-executive Director
•
Sue-Ann Higgins was appointed Executive
Chair, given her extensive project funding and
transactions experience, and ability to provide a
greater level of hands-on, day-to-day support to
Ms Clarke and Andromeda’s management team.
On 23 December 2024, Jean-Dominique Sorel joined
the board as a Non-executive Director.
On 16 January 2025, Miguel Galindo joined the Board
as a Non-executive Director.
On 31 January 2025, Austen Perrin stepped down
from the Board, to ensure an orderly transition and to
keep the size of the Board appropriate to the size and
position of the Company.
ANDROMEDA METALS LIMITED
28
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 FY25, 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.
ANNUAL REPORT 2025
29
Sustainability
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.
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 29 September 2025
can be found at https://www.andromet.com.au/
who-we-are/corporate-governance/, addresses
the ASX Corporate Governance Principles and
Recommendations to disclosures in this statement and
the current Annual Financial Report.
Andromeda maintains a robust corporate governance
structure, incorporating sustainability principles into the
Board’s decision-making processes, with the Board
of Directors overseeing 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.
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
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 25 September 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’.
ANDROMEDA METALS LIMITED
30
Sustainability
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.
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.
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
The safety and wellbeing of our employees and our
communities is our first priority.
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.
Our values
Innovation
Teamwork
Integrity
Quality
Integrity
We strive to instill 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.
ANNUAL REPORT 2025
31
Sustainability
ENVIRONMENT
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 2025.
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.
ANDROMEDA METALS LIMITED
32
Sustainability
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 11.
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
The Directors have considered compliance with the
National Greenhouse and Energy Reporting Act
2007 and have assessed that there are no current
reporting requirements for the year ended 30 June
2025, however reporting requirements may change in
the future.
GWP’s estimated annual GHG emissions during the first
full year of operations are set out in Table 12.
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.
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
ANNUAL REPORT 2025
33
Sustainability
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 was 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.
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.
ANDROMEDA METALS LIMITED
34
Sustainability
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:
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.
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.
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.
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
ANNUAL REPORT 2025
35
Sustainability
•
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
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.
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 in
local publications.
Website
To communicate progress updates on
The Project, achievements and Project
milestones using Andromeda’s website
(www.andromet.com.au).
Email
Text messages
Letters
Communicate with stakeholders
directly, responding to specific queries
or matters which are uniquely relevant
to specific stakeholders.
ANDROMEDA METALS LIMITED
36
Sustainability
PEOPLE AND CULTURE
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.
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 statistics1 overall.
In 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
FY25, including targets and achievement status, are
represented in the following table.
FY25
Measurable
objectives
FY25
Achievement as at
30 June 2025
Board
At least
33% female
members
25%
Executives2
33%
All other
employees across
workforce3
21%
1
According to the Workplace Gender Equality Agency (WEGA).
2
Excludes Executive Directors.
3
Excludes Directors and Senior management.
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.
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.
ANNUAL REPORT 2025
37
Resources and Reserves
as at 30 June 2025
Operations review
Andromeda’s Mineral Resource and Ore Reserve estimates as at 30 June 2024 and 30 June 2025 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 2025 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 41 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
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
-
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 2024 (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
2025
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 2025 (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
ANDROMEDA METALS LIMITED
38
Resources and Reserves
Table of Resources – Clay <45µm
CLAY <45µm
MEASURED RESOURCE
INDICATED RESOURCE
INFERRED RESOURCE
TOTAL RESOURCES
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
0
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
41.8
82.4
81.2
10.3
59.2
82.6
82.9
9.1
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
81.3
9.9
59.2
82.6
82.9
9.1
2025
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 2025 (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
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
0
-
-
-
-
-
-
-
-
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
41.8
36.6
0.60
0.7
59.2
36.7
0.60
0.60
Total 2024 (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
2025
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
51
-
-
-
-
-
-
-
-
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 2025 (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
ANNUAL REPORT 2025
39
Resources and Reserves
Table of Reserves – Great White Deposit
PROVED RESERVE
2024
ANDROMEDA
INTEREST (%)
TONNES
(Mt)
PRM YIELD
(%)
CRM YIELD
(%)
TOTAL YIELD
(%)
HALLOYSITE
(%)
BRIGHTNESS
(R457)
Fe2O3
(%)
Great White PRM1,8,9
100
0.4
27
18
45
3
87
0.3
Great White CRM1,8,9
100
4.8
-
45
45
15
84
0.5
Total (100%)1,8,9
5.2
-
-
45
14
84
0.5
Total 2024 (Andromeda share)1
5.2
-
-
45
14
84
0.5
2025
ANDROMEDA
INTEREST (%)
TONNES
(Mt)
PRM YIELD
(%)
CRM YIELD
(%)
TOTAL YIELD
(%)
HALLOYSITE
(%)
BRIGHTNESS
(R457)
Fe2O3
(%)
Great White PRM1,8,9
100
0.4
27
18
45
3
87
0.3
Great White CRM1,8,9
100
4.8
-
45
45
15
84
0.5
Total (100%)1,8,9
5.2
-
-
45
14
84
0.5
Total 2025 (Andromeda share)1
5.2
-
-
45
14
84
0.5
PROBABLE RESERVE
2024
ANDROMEDA
INTEREST (%)
TONNES
(Mt)
PRM YIELD
(%)
CRM YIELD
(%)
TOTAL YIELD
(%)
HALLOYSITE
(%)
BRIGHTNESS
(R457)
Fe2O3
(%)
Great White PRM1,8,9
100
1.1
24
16
40
1
87
0.3
Great White CRM1,8,9
100
8.9
-
-
46
11
83
0.5
Total (100%)1,8,9
10.0
-
-
45
10
83
0.5
Total 2024 (Andromeda share)1
10.0
-
-
45
10
83
0.5
2025
ANDROMEDA
INTEREST (%)
TONNES
(Mt)
PRM YIELD
(%)
CRM YIELD
(%)
TOTAL YIELD
(%)
HALLOYSITE
(%)
BRIGHTNESS
(R457)
Fe2O3
(%)
Great White PRM1,8,9
100
1.1
24
16
40
1
87
0.3
Great White CRM1,8,9
100
8.9
-
46
46
11
83
0.5
Total (100%)1,8,9
10.0
-
-
45
10
83
0.5
Total 2025 (Andromeda share)1
10.0
-
-
45
10
83
0.5
TOTAL RESERVE
2024
ANDROMEDA
INTEREST (%)
TONNES
(Mt)
PRM YIELD
(%)
CRM YIELD
(%)
TOTAL YIELD
(%)
HALLOYSITE
(%)
BRIGHTNESS
(R457)
Fe2O3
(%)
Great White PRM1,8,9
100
1.5
25
17
41
2
87
0.3
Great White CRM1,8,9
100
13.7
-
46
46
12
83
0.5
Total (100%)1,8,9
15.1
-
-
46
11
84
0.5
Total 2024 (Andromeda share)1
15.1
-
-
46
11
84
0.5
2025
ANDROMEDA
INTEREST (%)
TONNES
(Mt)
PRM YIELD
(%)
CRM YIELD
(%)
TOTAL YIELD
(%)
HALLOYSITE
(%)
BRIGHTNESS
(R457)
Fe2O3
(%)
Great White PRM1,8,9
100
1.5
25
17
41
2
87
0.3
Great White CRM1,8,9
100
13.7
-
46
46
12
83
0.5
Total (100%)1,8,9
15.1
-
-
46
11
84
0.5
Total 2025 (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
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).
9
Ore Reserves have been reported from Measured and Indicated Resources only.
ANDROMEDA METALS LIMITED
40
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.
Competent person statements
GREAT WHITE ORE RESERVE
The Ore Reserve Estimates for the Great White
Deposit is based on, and fairly represent, information
and supporting documentation fully reviewed and
understood by Mr Joseph Ranford who is a Fellow
of the Australasian Institute of Mining and Metallurgy
(FAusIMM). Mr Ranford approves the Ore Reserve
Estimates for the Great White Deposit. Mr Ranford is the
Chief Operating Officer of Andromeda Metal 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 Ranford consents to the information
contained in this report being used in the form and
context in which it appears. Mr Ranford holds Shares
and Performance Rights in the Company and is entitled
to participate in Andromeda’s employee incentive plan.
ANNUAL REPORT 2025
41
Schedule of tenements
as at 30 June 2025
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 Ltd2
AIM 100%
EL 6202
Mt Hall
147
Andromeda Industrial Minerals Pty Ltd
AIM 100%
EL 6426
Mt Cooper
648
Andromeda Industrial Minerals Pty Ltd
and Great Southern Kaolin Pty Ltd
AIM 75%
GSK 25%
Eyre Kaolin
Project3
EL 6663
Aspen
976
Peninsula Exploration Pty Ltd
AIM 51%
Peninsula 49%
EL 6664
Whistler
452
Peninsula Exploration Pty Ltd
AIM 51%
Peninsula 49%
EL 6665
Hotham
875
Peninsula Exploration Pty Ltd
AIM 51%
Peninsula 49%
EL 6666
Thredbo
496
Peninsula Exploration Pty Ltd
AIM 51%
Peninsula 49%
Mt Hope
Kaolin Project
EL 6286
Mt Hope
227
Andromeda Industrial Minerals
NZ Pty Ltd4
100%
Wudinna Gold
Joint Venture8
EL 6317
Pinkawillinie
156
Peninsula Resources Pty Ltd5
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 Project8
EL 5984
Moonta-Wallaroo
713
Peninsula Resources Pty Ltd
100% ECR7
EL 5984
Moonta-Porphyry JV 106
Peninsula Resources Pty Ltd
90% ECR7
10% AIC Mines Ltd
1
Andromeda Industrial Minerals Pty Ltd (AIM), (incorporated 9 August 2018) is a wholly owned subsidiary of Andromeda Metals Ltd.
2
On 26 July 2024, the 25% share held by GSK (Great Southern Kaolin Pty Ltd (GSK) is a wholly owned subsidiary of Andromeda Metals Ltd)
was transferred to AIM, resulting in AIM’s interest increasing to 100%.
3
On 15 July 2024, Andromeda Industrial Minerals Pty Ltd earned the right to claim a 51% interest in the Eyre Kaolin Project under a farm in
agreement with Peninsula Exploration Pty Ltd (Peninsula). Under the agreement Andromeda can earn a further 29% (for a total of 80%).
4
Andromeda Industrial Minerals NZ Pty Ltd is a wholly owned subsidiary of Andromeda Industrial Minerals Pty 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 a subdivision or transfer is being effected – if subdivided PRL will retain
some of the area of these tenements, refer to ADN ASX announcement dated 23 April 2024 title 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
Tenement transfers are being processed, following completion of sale, by South Australia's Department for Mining and Energy.
Operations review
ANDROMEDA METALS LIMITED
42
Directors' report
DIRECTORS’ REPORT CONTENTS
Directors and key management personnel
44
Operating and financial review
49
Remuneration report
54
Auditor’s independence declaration
76
Financial report
Consolidated statement of profit or loss and other
comprehensive income
77
Consolidated statement of financial position
78
Consolidated statement of changes in equity
79
Consolidated statement of cash flows
80
Notes to the financial statements
82
Consolidated entity disclosure statement
113
Directors’ declaration
114
Independent auditor's report
115
Shareholder information
120
Glossary
123
The Directors present this Directors’ Report and the attached annual
financial report of Andromeda Metals Limited for the financial year
ended 30 June 2025.
43
ANNUAL REPORT 2025
Directors' report
DIRECTORS AND KEY MANAGEMENT PERSONNEL
The names and details of the Directors and Key Management Personnel of the Company during the financial
year are as follows:
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
BA LLB (Hons), ACIS, GAICD
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).
ANDROMEDA METALS LIMITED
44
Jean-Dominique Sorel
BSc, MBA
(Appointed 23 December 2024)
Non-executive Director
JD Sorel has been a senior executive in the mining
and minerals sector, with over 45 years of experience
across company leadership, operations, commerce
and marketing, and has extensive experience in global
metals and industrial minerals markets.
JD was previously Chief Operating Officer at Traxys
Sarl (Traxys), an organisation that he led, developed
and helped grow over a period of 16 years. Among
other achievements, he developed substantial base
metals and industrial mineral activities for Traxys.
Before joining Traxys, Mr Sorel also held the following
executive positions:
•
President of Metaleurop S.A., leading the Company
and managing its commercial activities in the
purchase of lead and zinc concentrates and sales
of zinc, lead and silver doré
•
Usinor Group (now ArcelorMittal), where he
ran the ferro-alloys and non-ferrous metals
purchasing desk
•
Finance Director at Amax, Europe SA., which
included monitoring the nickel ore properties in
New Caledonia and the sale of Mt Newman iron
ore in Europe and the Middle East.
JD was previously a director of Traxys Europe S.A. and
Traxys UK Ltd and the Société Luxembourgeoise de
Commerce International S.A, additionally, he was the
Traxys Legal representative for the Group companies
in China and Hong Kong.
JD graduated from Columbia University (NY) with
a Bachelor of Sciences and an MBA and lives
in Luxembourg.
Directors and key management personnel
Miguel Galindo
MEngSc (Chem); Post-graduate studies at London
Business School (UK), Fuqua Business School at Duke
University (USA) and INSEAD (Singapore).
(Appointed 16 January 2025)
Non-executive Director
Miguel is a global executive with more than 30 years
of experience in general management, operations,
marketing, and sales in multinational companies in
the natural resources sector, primarily at the Minerals
Division of the Rio Tinto Group. His experience includes
areas such as processing, logistics, strategic planning,
marketing and sales, leading multi-disciplinary teams
and multi-cultural teams in Europe, the Middle East,
Africa, India, Southeast Asia, and the Americas. He
has worked with a wide portfolio of products including
borates, talc, zircon, salt, soda ash, lithium, kaolin, and
ceramic clays.
Miguel has been a speaker at numerous international
conferences, including Spain, Italy, the United Kingdom,
Holland, USA, India, Brazil and Mexico, and a professor
in several programs in Spain and the United Kingdom.
He has been a member of different Boards and
Councils in Europe, including the Governing Council
of the Institute of Ceramic Technology in Castellon
and Boards at different Rio Tinto companies. Miguel
is currently a Non-executive Director at PortSur, the
largest logistics operator at the Castellon Port in Spain
and member of the Technical Committee of Qualicer,
the International Congress on Ceramic Tile Quality.
Miguel serves as President of the Spanish Glass and
Ceramics Society (SECV), a non-profit organisation
that includes more than 200 scientists, researchers
and technicians in the glass sectors. Established in
1960, the SECV focuses on promoting the scientifical
progress on the glass and ceramic fields and is one of
the founding members of the European Federation of
National Ceramic Societies (ECERS).
ANNUAL REPORT 2025
45
Directors and key management personnel
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.
Sarah Clarke
LLB (Hons), BSc, Grad Cert (Applied Finance
and Investment)
Acting CEO, General Counsel and
Company Secretary.
Sarah Clarke is an experienced executive who 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
46
Pascal Alexander-Bossy
LLB BCom Postgrad (Hons) 1st Class
Chief Financial Officer
Pascal is an experienced commodity and
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).
DIRECTORS WHO RESIGNED DURING OR
SINCE THE END OF THE FINANCIAL YEAR
Bob Katsiouleris
BEng MBA
Managing Director and CEO
(Resigned 31 July 2024)
Luke Anderson
BA(Acc) CA
Managing Director and CEO
(Resigned 11 September 2024)
Austen Perrin
B. Econ. (Acc.), CA, GAICD
Independent Non-executive Director
(Resigned 31 July 2024)
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
From February 2020
to present
Dacian Gold Limited
From May 2022
to November 2023
M Wilkes
Kingston Resources
Limited
From May 2018
to present
Dacian Gold Limited
From September 2021
to September 2022
Genesis Minerals Ltd
From October 2022
to present
Directors and key management personnel
ANNUAL REPORT 2025
47
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
13
13
M Wilkes
13
13
JD Sorel
7
7
M Galindo
6
6
A Perrin
8
7
B Katsiouleris
1
0
L Anderson
1
1
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
1
1
2
2
M Wilkes
3
3
2
2
2
2
JD Sorel
1
0
1
1
0
0
M Galindo
1
1
1
1
0
0
A Perrin
2
2
1
1
2
1
PRINCIPAL ACTIVITIES
The principal activity of the Company is the advancement of the GWP through the development of production
facilities for kaolin products to meet increasing market demand.
Directors and key management personnel
ANDROMEDA METALS LIMITED
48
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 market for high-quality kaolin products,
underpinned by constrained supply and declines in
global supply from historical sources. The Company
will seek opportunities to develop new products and/
or processes that have the potential to enhance
shareholder value, including high purity alumina.
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 FY25 was $760,443, representing a 26.2%
decrease from the $1,030,276 recorded during FY24.
The net result of operations for the year was a loss
after income tax of $6,038,438, representing a 16.9%
improvement from the loss of $7,269,156 for the prior
financial year. This was driven by lower salary and
wages expenses and administration charges.
The earnings per share for FY25 was a loss of
0.18 cents per share (cps), reflecting a 21.7%
improvement from the 0.23 cps loss in FY24.
At 30 June 2025, the Company held cash and
cash equivalents totalling $7,141,892, representing
an increase of 31.4% from the $5,436,262 held the
year prior.
OPERATING AND FINANCIAL REVIEW
(All $ are AUD unless otherwise stated)
THE GREAT WHITE PROJECT (GWP)
During FY25, the Company continued moving
towards making a final investment decision while
progressively de-risking the Project and working to
secure the required funding arrangements that best
suit the long-term interests of the Company and
its shareholders.
In July 2024, the Company signed a binding offtake
agreement with Traxys1, bringing to four the number
of binding offtakes supporting initial development of
the Project.
Following this, the Company raised $3.82 million
in capital under a Share Placement2 and
non-renounceable pro-rata Entitlement Offer3.
To support production of the volumes committed under
the four binding offtake agreements, the decision
was taken to bring forward Stage 1A+ expansion, to
increase total initial production to 100,000 tpa4.
Following the signing of a binding offtake agreement
with Traxys, the Company re-engaged with capital
market financiers, with the aim of securing the required
funding to support a final investment decision for
Stage 1A+.
To assist with the financing process, the
Company appointed:
•
Azure Capital, a leading Australian corporate
advisory firm, to seek cornerstone investment to
support the development funding; and,
•
Pareto Securities, a specialist provider of brokerage
and advisory services for companies seeking
access to global bond markets (or markets
for other debt instruments), to run a process in
those markets.
1
Refer to ADN ASX dated 17 July 2024 titled Binding Offtake
Agreement signed with Traxys.
2
Refer to ADN ASX dated 26 August 2024 titled Successful
completion of $3.4 million Placement.
3
Refer to ADN ASX dated 14 October 2024 titled Results of
Entitlement Offer.
4
Refer ADN ASX dated 6 May 2024 titled Andromeda
expansion plans for The Great White Project. Andromeda
is not aware of any new information or data that materially
affects the information included in this market announcement
and that all material assumptions and technical parameters
underpinning the estimates continue to apply and have not
materially changed.
Directors’ report
ANNUAL REPORT 2025
49
During FY25, engagement activities with financiers,
and their advisers, were progressed through various
funding due diligence processes.
The Company is targeting debt to equity structures
of up to two thirds debt to one third equity (at either
company or asset level), as well as alternative
financing structures such as royalties.
In March 2025, the Company entered into exclusive
negotiations with Merricks Capital for a debt project
financing facility with a limit of up to A$75 million
(Facility), including principal, capitalised interest
and fees, cash reserving requirements and a cost
overrun tranche.
In June 2025, Merricks Capital confirmed credit
approval for the Facility, following extensive due
diligence on the technical, financial, legal, market,
environment and social aspects of the Project.
Key terms of the Facility include:
•
Amount of $75 million includes principal, capitalised
interest and fees, cash reserving requirements and
a cost overrun tranche.
•
Tenor of 78 months, with scheduled amortisation
beginning after a 12-month grace period following
the completion of Project development, and ending
at maturity with a 50% bullet repayment.
•
Security and covenant package customary for
a facility of this nature, including the Company
securing the necessary balance of funding to
support a final investment decision for the Stage
1A+ development of the Project.
Following credit approval being confirmed, Andromeda
and Merricks Capital have worked on finalising the
binding financing documentation for the Facility.
These documents are now well progressed, with
finalisation and execution subject to finalisation of the
balance of funding.
In parallel, the Company also progressed its funding
process for the balance of Stage 1A+ project funding
required to support a final investment decision, with
a select number of capital financiers undertaking
due diligence.
HPA PROJECT
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.
In June 2024, following receipt of the lab-scale results,
the Company announced the test work confirmed HPA
to 99.99% purity was produced.
Based on these results, during FY25 the Company has
made the decision to progress to Phase 2 of the HPA
test work, a more advanced and integrated process
using Great White kaolin as feedstock.
In May 2025, following confirmation of lab-scale results,
the Company announced the breakthrough result of
successfully producing HPA to a purity of 99.9985%
using high-quality refined kaolin from the GWP.4
The analysis on the HPA test work sample was
conducted by EAG Eurofins USA, a globally recognised
leader in materials testing located in the United States
of America. The results were then independently
confirmed by analysis conducted by Australia’s National
Science Agency, the Commonwealth Scientific and
Industrial Research Organisation (CSIRO).
Later that month, the Company undertook a share
placement, raising $5 million before costs.5 These
funds were raised to in-part be used to progress HPA
project, including through completion of a scoping
study and product and market development activities.
In June 2025, the Company commenced working on
the HPA Scoping Study to:
•
assess the potential opportunity of progressing the
HPA Project;
•
identify gaps required for planning next steps; and,
•
provide a basis for developing business
development plans.
4
Refer to ADN ASX dated 1 May 2025 titled Andromeda
Achieves HPA Breakthrough: Successful Production of 4N HPA &
Validation of Novel Flow Sheet.
5
Refer to ADN ASX dated 12 May 2025 titled Successful
$5 million Placement.
Operating and financial review
ANDROMEDA METALS LIMITED
50
On 18 September 2025, the Company announced the
results of the HPA Scoping Study, which demonstrate
the market-leading economics of Andromeda’s
innovative HPA technology6, as follows:
•
HPA Processing Facility capable of producing
10,000 tpa of 4N HPA using ~30,000 tpa of GWP
kaolin as feedstock.
•
Net Present Value7 (NPVl0) of approximately
$1.48 billion (pre-tax) and $1.01 billion (post-tax).8
•
Pre-production capital costs of approximately
$155 million (inclusive of 30% contingency):9
»
Market-leading capital intensity of $15,459
(US$9,894) per tonne of HPA capacity;
»
Significantly below other reported processes.
•
Operating costs of approximately $4,718
(US$3,020) per tonne:
»
Significantly below other globally reported
processes;
»
Excludes any benefits from potential sales of
amorphous silicate by-products.
•
High product margin of 85%, equivalent to
approximately $26,532 (US$16,980) per tonne
using conservative pricing assumptions of $31,250
(US$20,000) per tonne.
•
Favourable market fundamentals with 20%
compound annual growth rate (CAGR) of demand,
leading to an estimated supply shortfall of up
to 78,071 tonnes in 2030, equivalent to 127% of
current available global production capacity.10
•
Potential for Andromeda to become a global
leader in the production of low-carbon HPA, with
modelling indicating 6.47 tonnes of carbon dioxide
emissions per tonne of HPA (t-CO2/t-HPA) using
natural gas, which is 48% lower than the reported
12.44 t- CO2 / t-HPA of traditional aluminium
alkoxide process.11
The outcomes of the HPA Scoping Study warrant
progressing the HPA Project to the next phase of
the workplan. Next steps, subject to funding and
approvals, include:
•
Continuous test work studies, marketing and other
support studies
»
Continuous pilot scale test work for process flow
sheet optimisation, and to produce commercial
samples of HPA from the continuous operation
for potential customers
»
Development of the optimised process flowsheet
under continuous operation conditions
»
Engagement with potential customers regarding
product requirements
»
Definition of engineering requirements and
equipment performance specifications for the
pre-feasibility study
»
Marketing studies to define target markets and
products, including investigation of production
of 3N and SN HPA products
»
Investigation into the potential value of silicate
by-products.
•
Prefeasibility Study and supporting works
including approvals:
»
Plant engineering design, capital and operating
cost estimates
»
Identification of service requirements and
potential suppliers
»
Preparation and pre-submission works for
required regulatory approvals Ancillary studies
(air quality, noise, waste)
»
Community engagement and economic
impact assessment
»
Risk assessment
»
Selection of HPA Processing Facility location,
which will also inform regulatory approvals.
Operating and financial review
6
Refer to ADN ASX dated 18 September 2025 titled HPA Scoping
Study demonstrates market-leading economics of Andromeda’s
innovative technology; all material assumptions and technical
parameters underpinning the estimates and forecast financial
information continue to apply and have not materially changed.
7
Calculated using a discount rate of 10%.
8
Assumes company tax rate of 30%.
9
Excludes additional costs for PFS, marketing and other studies
including ongoing test work, currently estimated to cost
approximately $4 million.
10 High Purity Alumina Special Report 2023, CRU, October 2025.
11
White Paper – Green Credentials of Altech HPA Process, Altech
Chemicals {March 2020).
ANNUAL REPORT 2025
51
•
Product and market strategy:
»
Development of market strategy
»
Identification of customer qualification and
product specifications required.
•
Feasibility
»
Development of pre-feasibility outcomes to
feasibility level
»
Binding customer agreements
»
Engagement with investors and
funding discussions.
Assuming positive outcomes throughout the
study period, a first commercial HPA product from
Andromeda to market could be by 2 years post-
financial investment decision. While such timing is
considered advantageous with reference to a supply
shortfall of up to 78,071 tonnes in 2030, equivalent to
127% of available capacity, as estimated by CRU12, it is
possible that there will be unforeseen delays given the
early stages of the business opportunity. There is also
a need for additional funding to progress together with
extensive requirements to determine customer, product
and investor requirements to allow commercialisation.
Funding of approximately $159 million will be required
to develop the HPA Project, based on the assumptions
in the HPA Scoping Study. This includes $155 million
in Pre-production Capital Costs inclusive of ~30%
contingency, and approximately $4 million in additional
costs for a Pre-Feasibility Study, including Plant
engineering design and refinement of capital and
operating cost estimates, marketing and other studies
including ongoing test work.
The Company intends to seek equity investment initially
to progress the HPA Project through commercialisation
and will likely target a combination of debt and equity
for development funding. Any available government
grants or incentives, and other forms of investment,
will also be investigated. The Company also intends
to actively seek offtake partners for HPA product once
commercial samples of HPA have been produced.
The Company has sought equity funding for the
HPA Project to date, with some of the use of funds
from its $5 million equity placement announced on
12 May 2025 allocated towards the HPA Project
(including the Scoping Study and product and market
development activities).
Operating and financial review
The Company believes that there is a reasonable
basis to assume that the additional funding required to
complete the forward work program and develop the
HPA Project will be available on the following basis:
»
The Board and management team of Andromeda
have a strong track record in developing
resources projects.
»
The Company has a proven ability to attract
new capital, both through equity and debt,
including in relation to the credit approval
recently received for a A$75 million project
financing facility to support the development of
the Great White Project.13
»
HPA is a high value critical mineral, with a
significant supply shortfall predicted by 2030.
»
The Scoping Study demonstrates the
HPA Project's potential to deliver strong
economic results.
EXPLORATION AND EVALUATION
ACTIVITIES
During FY25, Andromeda’s main focus has been to:
•
Support the project funding process which aims
to secure the funding required to support a final
investment decision for Stage 1A+;
•
Progressively de-risk GWP through undertaking
project readiness preparations and planning
ahead of the expected commencement of
construction activities; and
•
Progress cost-effective test-work on HPA and
supporting research to assess the market
opportunity for the Company’s proprietary process
for producing HPA from kaolin.
Exploration and evaluation expenditure for the
year was $2,802,491, a decrease of 42.0% on
the $4,835,139 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.
For other further details on activities conducted during
FY25, refer to the Operations Report on page 8 of this
Annual Report.
13 Refer to ADN ASX dated 4 June 2025 titled Credit Approved
A$75 million Debt Facility.
12 High Purity Alumina Special Report 2023, CRU, October 2025.
ANDROMEDA METALS LIMITED
52
SECURITIES ON ISSUE
The following securities were issued during the reporting period:
DATE
ISSUE
AMOUNT
DETAIL
31 July 2024
Performance rights
15,000,000
Issuing of performance rights
26 August 2024
Ordinary shares
283,333,344
Issued following a placement to sophisticated and
institutional investors
11 September 2024
Performance rights
(15,000,000)
Lapse due to the conditions not being able to
be satisfied
14 October 2024
Ordinary shares
35,115,061
Issued following a pro-rata Entitlement Offer and
Top-up Facility
Listed options
318,448,405
Issued under the Placement, Entitlement Offer and
Top-up Facility
Listed options
20,000,000
Issued as part of fees to Joint Lead Managers
26 November 2024
Listed options
(8,352)
Exercised listed options which were converted to
ordinary shares
Ordinary shares
8,352
3 December 2024
Performance rights
10,138,200
Issued under the employee incentive scheme,
following approval by shareholders at the
2024 Annual General Meeting
Unlisted ZEPOs
13,877,550
Issued to directors as payment for some of their
fees, following approval by shareholders at the
2024 Annual General Meeting
Unlisted ZEPOs
38,435,275
Issued to employees as payment for some of their
salary, following approval by shareholders at the
2024 Annual General Meeting
26 February 2025
Unlisted ZEPOs
(1,972,789)
Exercised ZEPOs which were converted to Ordinary
shares which were subject to escrow conditions until
30 June 2025
Ordinary shares
1,972,789
31 January 2025
Unlisted ZEPOs
5,918,367
Lapse due to the conditions not being able to
be satisfied
Subsequent to FY25:
2 July 2025
Listed options
293,461,554
Issued in relation to a placement to sophisticated
and institutional investors, following approval
by shareholders at a General Meeting held on
30 June 2025
Ordinary shares
384,615,385
Issued following a placement to sophisticated
and institutional investors, following approval
by shareholders at a General Meeting held on
30 June 2025
Listed options
293,461,554
Unlisted ZEPOs
15,527,758
Issued in lieu of director fees, following approval
by shareholders at a General Meeting held on
30 June 2025
30 July 2025
Unlisted ZEPOs
(1,360,545)
Exercise of ZEPOs issued to employees as
payment for some of their salary, and conversion to
Ordinary shares
Ordinary shares
1,360,545
22 August 2025
Performance rights
(1,099,700)
Lapse due to the conditions not being able to
be satisfied
Note: For more detailed information refer to Note 15 in the notes to the Financial Statements (page 102).
Operating and financial review
ANNUAL REPORT 2025
53
Remuneration report (audited)
Directors’ report
LETTER FROM THE REMUNERATION AND NOMINATION COMMITTEE CHAIR
Dear Shareholders,
On behalf of the Board, I am pleased to present the Remuneration Report for the 2025 Financial Year.
This report outlines how our remuneration practices align with the Company’s strategic direction, performance
outcomes, and the principles of sound financial governance. It reflects our ongoing commitment to transparency
and accountability and covers the remuneration arrangements for both our Key Management Personnel (KMP)
and Non-executive Directors (NEDs).
In FY25, we continued to operate with disciplined financial oversight while positioning the Company for its next phase
of growth, including the transition to construction. Recognising the importance of attracting and retaining high-calibre
talent, we have maintained a remuneration framework that supports performance, drives alignment with shareholder
interests, and responds to evolving market conditions and with a focus on prudent cost management.
Our remuneration approach is anchored in three guiding principles:
•
Alignment with performance and strategy – We use a mix of fixed and performance-based components,
including short- and long-term incentives, to reward delivery against key strategic milestones and promote an
ownership mindset.
•
Market competitiveness with financial discipline – While we benchmark to ensure competitiveness, we
remain focused on delivering value through efficient and responsible remuneration decisions.
•
Accountability and integrity – Rewards are tied to measurable achievements and aligned with our current
financial position, risk appetite and company culture, reinforcing the standards expected by the Board and our
stakeholders.
As we continue to balance strategic growth with prudent cost management, the Board remains focused on
delivering sustainable value for shareholders. We thank you for your continued confidence and support.
Yours sincerely,
Mick Wilkes
Chair, Remuneration and Nomination Committee
ANDROMEDA METALS LIMITED
54
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
of the Company and the Executives listed below, who have significant influence over the Company’s
operating performance:
NAME
POSITION
TERM AS KMP
Non-executive Directors
Sue-Ann Higgins
Michael Wilkes
Austen Perrin
Jean-Dominique Sorel
Miguel Galindo
Executive KMP
Sue-Ann Higgins
Sarah Clarke
Joseph Ranford
Pascal Alexander-Bossy
Bob Katsiouleris
Luke Anderson
Independent Non-executive Director
Independent Non-executive Director
Independent Non-executive Director
Non-executive Director
Non-executive Director
Executive Chair
Acting CEO, Company Secretary and
General Counsel
Chief Operating Officer (COO)
Chief Financial Officer (CFO)
Managing Director/CEO
Managing Director/CEO
Prior to becoming Executive Chair on
11 September 2024
Full year
Resigned 31 January 2025
Appointed 23 December 2024
Appointed 16 January 2025
Appointed 11 September 2024
Full year, appointed to Acting CEO
11 September 2024
Full year
Full year
Resigned 31 July 2024
Appointed 01 August 2024 and resigned
11 September 2024
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 Non-executive Directors
(Michael Wilkes, Jean-Dominique Sorel and Miguel Galindo) and the Executive Chair (Sue-Ann Higgins).
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.
ANNUAL REPORT 2025
55
Remuneration report (audited)
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%).
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.
ANDROMEDA METALS LIMITED
56
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.
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 2025
57
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 has adopted a remuneration framework under which NEDs are wholly remunerated through fixed
Director’s Fees, paid in cash.
During FY25, the Company implemented a range of measures to conserve cash until a Final Investment Decision
(FID) for Stage 1A+ of the GWP is made. From August 2024, Mr Wilkes, as Non-executive Chair, elected to not claim
any director fees until an FID for Stage 1A+ of the GWP is made. From 1 November 2024, Directors that were still
receiving director fees elected to forgo all or part of their cash director fees for the balance of FY25 in exchange
for the issuing of zero exercise price options (ZEPOs), subject to shareholder approval being obtained.
As a result of the Company’s cash conservation measures, total cash savings of over $305,000 in Director Fee
payments were achieved to 30 June 2025.
Director remuneration is structured as follows:
i)
`Chair remuneration:
a) Until 11 September 19, 2024, the Non-executive Chair was entitled to receive fees of $200,000 per annum
inclusive of any superannuation.
b) From 11 September 19, 2024, Mr Wilkes stepped down as Chair to Non-executive Director and was
replaced by Ms Higgins, who became the Executive Chair and elected to receive $160,000 per annum.
ii) NED’s are entitled to receive remuneration by way of director’s fees of $116,000 per annum inclusive of
superannuation. Up until 1 November 2024 this was satisfied wholly in cash.
iii) Cash conservation measures
a) From August 2024, Mr Wilkes, as Non-executive Chair, elected to not claim any director fees until an FID for
Stage 1A+ of the GWP is made, saving the Company $115,900 in cash payments for FY25.
b) The reduction in Chair fees from $200,000 per annum to $160,000 per annum on 11 September 2024
saved $32,111 in cash payments during FY25.
c) For a 12-month period commencing 1 November 2024, Ms Higgins has elected to receive a part salary
of $116,000 with the remaining $44,000 satisfied by ZEPOs, saving a further $29,333 in cash payments
during FY25.
d) From 1 November 2024, NEDs (other than Mr Wilkes) were provided the option to receive all or part of their
director fees as ZEPOs, resulting in:
i.
100% of fees paid to Mr Sorel and Mr Galindo from their respective appointments through to 30 June
2025 being paid as ZEPOs, therefore no director fees were paid in cash during FY25, representing cash
savings of:
– $60,806.45 in the case of Mr Sorel; and,
– $53,322.58 in the case of Mr Galindo.
Subject to approval at the 2025 AGM, both have elected to continue to receive ZEPOs in lieu of their
director fees until the earlier of either FID for Stage 1A+ of the GWP is made or 31 December 2025.
ii. Fees paid to Mr Perrin until 1 November being wholly satisfied in cash, and fees paid from 1 November
2024 being paid as 50% ZEPOs and 50% in cash until his resignation on the 31st January 2025. This
saved the Company $14,500 in cash costs during FY25.
ANDROMEDA METALS LIMITED
58
Remuneration report (audited)
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 required to own shares in the Company, with the aim of owning:
50% of pre-tax Director annual base fee within 3 years of appointment and
100% of pre-tax Director annual base fee within 5 years of appointment.
viii) 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).
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.
For the FY25 performance period, the Committee established the appropriate proportion of fixed and variable
remuneration. In making its determination, 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, in
addition to also taking into account the cash position of the Company.
The Board elected not to award any STI or LTI incentives for FY25 performance period.
ANNUAL REPORT 2025
59
Remuneration report (audited)
FIXED REMUNERATION
SHORT-TERM INCENTIVES
LONG-TERM INCENTIVES
–
Comprises salaries, consulting
fees 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
–
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
For the FY25 performance period, the Board elected not to
award any STI or LTI incentives.
Fixed remuneration
Fixed remuneration comprises salaries, consulting fees and superannuation contributions.
As part of the Company’s cash conservation measures, during the period prior to FID, in October 2024 the Board
offered employees the opportunity to sacrifice part of their base remuneration commencing from 1 November
2024 and for the balance of FY25, in exchange for the granting of Employee Salary Options by way of ZEPOs.
The Board considered that this also facilitated the accumulation of equity interests in Andromeda by employees,
thereby further aligning employee interests with those of shareholders. The take-up of this offer by employees
represented over $280,000 of savings in cash salary payments to 30 June 2025.
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.
The maximum participation rate for executives in the STI program is as follows:
POSITION
TARGET STI % OF TFR
CEO/Managing Director
75%-150%
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”.
ANDROMEDA METALS LIMITED
60
Remuneration report (audited)
STI outcome award for 2025
Andromeda is committed to acknowledging our team for their hard work and dedication to the success of the
Company. To support the Company’s cash conservation measures, the Remuneration Committee determined that
no cash based STI payments be awarded for FY25 performance period.
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 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 NI, Sheffield Resources Limited, Strandline Resources
Limited, Base Resources Limited, EQ Resources Limited, Group 6 Metals Limited, BCI Minerals Limited, Centrex
Limited, Kore Potash Pie, Latrobe Magnesium Limited, Euro Manganese Limited and Diatreme Resources Limited.
The maximum 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 award rate scale for the KPIs within the LTI Program for all participants is as follows:
PERFORMANCE
AWARD
Below the 50th percentile
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 2025
In line with balancing executive achievement and shareholder returns, no LTIs were awarded to key management
personnel for FY25 as follows:
POSITION
TARGET LTI % OF TFR
CEO/Managing Director
n/a
Executives including Executive Directors
nil
Andromeda is committed to acknowledging our team for their hard work and dedication to the success of the
Company. To support the Company’s cash conservation measures, the Remuneration Committee determined that
no LTIs be awarded for FY25 performance period.
ANNUAL REPORT 2025
61
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
SUE-ANN HIGGINS – EXECUTIVE CHAIR (FROM 11 SEPTEMBER 2024)
Agreement commenced
11 September 2024
Term of agreement
Until such time determined by the Board
Details
-
Fixed remuneration
$160,000
Equity compensation
Ms Higgins may participate in the STI and LTI programs at the Board’s discretion
Termination/notice by the
company/individual
N/a
Other key terms
N/a
STI participation rate
At the discretion of the Board
LTI participation rate
At the discretion of the Board
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 was entitled to participate in the STI and LTI programs.
During the reporting period Mr Katsiouleris was issued with 10,138,200 performance
rights, relating to the FY24 performance period and following approval at the
2024 AGM.
Full details of the equity issued is 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)
ANDROMEDA METALS LIMITED
62
Remuneration report (audited)
LUKE ANDERSON – CEO/MANAGING DIRECTOR (UNTIL 11 SEPTEMBER 2024)
Agreement commenced
1 August 2024
Term of agreement
No fixed term
Details
Agreement terminated 11 September 2025
Fixed remuneration
$550,000 per annum (inclusive of superannuation)
Equity compensation
Mr Anderson was entitled to participate in the STI and LTI programs.
During the reporting period Mr Anderson was issued with 15,000,000 performance
rights, which lapsed upon his resignation on 11 September 2024.
Full details of the equity issued is provided in section 1.10 below.
Termination/notice by the
company/individual
Six months’ notice (which was waived upon resignation).
Other key terms
5 weeks annual leave
STI participation rate
Up to 150% (refer section 1.6.2 for full details)
LTI participation rate
Up to 120% (refer section 1.6.2 for full details)
1.7.3 EXECUTIVES
SARAH CLARKE, ACTING CEO, COMPANY SECRETARY / GENERAL COUNSEL
Agreement commenced
3 January 2023
Term of agreement
No fixed term
Fixed remuneration
$360,000 per annum (inclusive of superannuation) at 0.8 FTE
Equity compensation
Ms Clarke is entitled to participate in the STI and LTI programs.
During the reporting period Ms Clarke was issued with nil performance rights.
Full details of the equity issued is provided in section 1.10 below.
Retention bonus
Equivalent to 9 months of TFR, paid upon Stage 1A+ of the GWP’s full funding, subject to
permanent and ongoing employment at that time
Termination/notice by the
company/individual
Three months’ notice.
Other key terms
4 weeks annual leave FTE
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)
JOSEPH RANFORD, CHIEF OPERATING OFFICER
Agreement commenced
20 October 2022
Term of agreement
No fixed term
Fixed remuneration
$468,000 per annum FTE (inclusive of superannuation), noting that Mr Ranford elected
to go 0.8 FTE from 13 August 2024.
Equity compensation
Mr Ranford is entitled to participate in the STI and LTI programs.
During the reporting period Mr Ranford was issued with nil 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 FTE
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 2025
63
Remuneration report (audited)
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 Alexander-Bossy was issued with nil performance rights.
Full details of the equity issued is provided in section 1.10 below.
Retention bonus
Equivalent to 6 months of TFR, paid upon Stage 1A+ of the GWP's full funding, subject to
permanent and ongoing employment at that time.
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)
1.8 PERFORMANCE AND OUTCOMES FOR 2025
The tables below set out summary information about the Group’s earnings and movements in shareholder wealth
for the five years to June 2025:
30 JUNE 2025
30 JUNE 2024
30 JUNE 2023
30 JUNE 2022
30 JUNE 2021
Other income
760,443
1,030,276
2,002,153
452,516
61,461
Net profit / (loss) before tax
(6,038,438)
(7,269,156)
(9,461,246)
(8,733,119)
(6,435,782)
Net profit / (loss) after tax
(6,038,438)
(7,269,156)
(9,461,246)
(8,733,119)
(6,443,299)
FY25
FY24
FY23
FY22
FY21
Share price at beginning of the year
$0.016
$0.04
$0.07
$0.150
$0.051
Share price at end of year
$0.012
$0.016
$0.04
$0.07
$0.150
Basic earnings per share
$(0.0018)
$(0.0023)
$(0.0030)
$(0.0033)
$(0.0033)
Diluted earnings per share
$(0.0018)
$(0.0023)
$(0.0030)
$(0.0033)
$(0.0033)
No dividends have been declared during the five years ended 30 June 2025 and the Directors do not recommend
the payment of a dividend in respect of the year ended 30 June 2025.
ANDROMEDA METALS LIMITED
64
Remuneration report (audited)
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
Share based
payments (salary
sacrificed salary)
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 Wilkes7
2025
16,667
-
-
-
-
-
16,667
-
-
-
-
16,667
2024
200,000
-
-
-
-
-
200,000
-
-
-
-
200,000
Jean-Dominique
Sorel8
2025
-
-
-
-
-
-
-
99,276
-
-
-
99,276
2024
-
-
-
-
-
-
-
-
-
-
-
-
Miguel Galindo9
2025
90,142
-
-
-
-
87,057
177,199
-
-
-
-
177,199
2024
-
-
-
-
-
-
-
-
-
-
-
-
Austen Perrin10
2025
46,188
-
6,979
-
-
13,810
68,311
-
-
-
-
66,976
2024
104,505
-
11,495
-
-
-
116,000
-
-
-
-
116,000
Melissa Holzberger11
2025
-
-
-
-
-
-
-
-
-
-
-
-
2024
61,542
-
6,770
-
-
-
68,311
-
-
-
-
68,311
Executive Directors
Sue-Ann Higgins6
2025
106,492
-
15,260
-
-
27,937
150,048
-
-
-
-
150,048
2024
37,537
-
4,129
-
-
-
41,667
-
-
-
-
41,667
Luke Anderson12
2025
62,229
-
6,645
-
-
-
68,875
-
-
-
-
68,875
-
-
-
-
-
-
-
-
-
-
-
-
Bob Katsiouleris13
2025
41,106
-
4,727
-
-
-
45,833
151,656
-
-
(653)
196,836
2024
522,601
-
27,399
-
-
-
550,000
-
-
-
653
550,653
James Marsh14
2025
-
-
-
-
-
-
-
-
-
-
-
-
2024
138,500
-
13,699
-
255,910
-
378,110
-
33,064
(148,102)14
(34,538)
228,534
Executives
Sarah Clarke17
2025
239,511
-
29,932
-
-
76,874
346,317
-
43,599
-
4,332
394,249
2024
171,820
-
16,694
-
-
-
188.514
9,722
-
-
353
198,589
Joseph Ranford15
2025
360,068
-
29,932
-
-
-
390,000
-
65,949
-
20,876
476,824
2024
440,601
-
27,399
-
-
-
468,000
14,705
68,758
-15
10,409
561,872
Pascal Alexander-
Bossy16
2025
289,619
17,562
29,932
-
-
95,665
432,779
-
59,185
-
593
492,557
2024
241,014
22,456
18,618
-
-
-
282,088
13,197
-
-
-
295,285
Timothy Anderson18
2025
-
-
-
-
-
-
-
-
-
-
-
-
2024
109,220
-
13,699
-
112,002
-
234,922
-
-
(95,540)18
(390)
138,992
Total
2025
1,252,022
17,562
123,768
-
-
400,618
1,793,970
151,656
168,732
-
25,148
2,139,508
2024
2,027,341
22,456
139,902
-
337,912
-
2,527,611
37,624
101,822
(243,642)
(23,512) 2,399,903
ANNUAL REPORT 2025
65
Remuneration report (audited)
Footnotes to the above table in section 1.9
1.
Incentives accrued relate to STI’s awarded for performance in the 2024 financial year against KPIs as detailed in section 1.7.2.
2.
Incentives paid and incentives accrued are combined.. There are no incentives accrued for FY25 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. Includes a range of securities issued during FY25, which are valued at the date they are granted, which can vary from the basis they are
originally calculated on. Further details of the securities issued to KMP during the current reporting period are disclosed in detail in section
1.10.
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 can be required to be recognised in the current reporting period for grants of securities in prior years.
6.
Ms Higgins was appointed to the Board on 21 Feb 2024 as a non-executive director and took up the position of Executive Chair on
11 September 2024.
7.
Mr Wilkes has elected not to receive Directors fees from August 2024 until a Final Investment Decision is reached by the Board for
Stage 1A+ of the Great White Project.
8. Mr Sorel was appointed to the Board on 23 December 2024 and agreed to receive ZEPOs in lieu of directors fees to 30 June 2025.
9.
Mr Galindo was appointed to the Board on 16 Jan 2025 and agreed to receive ZEPOs in lieu of directors fees to 30 June 2025. Prior to
his appointment Mr Galindo was engaged by the Group as a consultant through his company Galesk Consultancy SLU. The consultancy
agreement has continued post Mr Galindo’s appointment, and the associated fees have been included in the remuneration figures from
the month of Mr Galindo’s appointment.
10. Mr Perrin ceased to be a Director on 31 Jan 2025.
11. Ms Holzberger ceased as a Director on 02 Feb 2024
12. Mr Anderson was appointed as CEO on 01 August 2024 and resigned on 11 September 2024, when he ceased to be a KMP.
13. Mr Katsiouleris was appointed as CEO on 1 April 2023 and as Managing Director on 27 April 2023. Mr Katsiouleris was issued with
10,138,200 performance rights (valued at $151,656) for FY24 which were approved at the FY24 AGM. Mr Katsiouleris resigned on the
31 July 2024.
14. Mr Marsh ceased to be a Director on 17 November 2023. 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.
15. 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.
16. Mr Alexander-Bossy was appointed as Chief Financial Officer on 20 November 2023.
17. Ms Clarke was appointed as Company Secretary and General Council on 9 January 2023 and following a review of the Company’s
organisation structure has been considered a KMP since 20 November 2023. Following the resignation of Mr Luke Anderson, Ms Clarke
was appointed as acting Chief Executive Officer on 11 September 2024.
18. Mr Anderson ceased to be a KMP on 17 November 2023. During FY24 1,400,000 options and 1,500,000 performance rights (valued in
total at $95,540) allocated to Mr Tim Anderson were forfeited.
ANDROMEDA METALS LIMITED
66
Remuneration report (audited)
1.10 OPTIONS AND PERFORMANCE RIGHTS
1.10.1 Options granted as compensation to key management personnel
1.10.1a Issuing of options in report period ended 30 June 2025
2025
NUMBER OF OPTIONS
GRANTED DURING
THE PERIOD1
NUMBER OF OPTIONS GRANTED DURING
THE PERIOD THAT WERE CANCELLED OR
LAPSED DURING THE PERIOD
TOTAL VALUE ALLOCATED IN
FY25 TO OPTIONS GRANTED
$
Non-executive Directors
Michael Wilkes
-
-
-
Jean-Dominique Sorel3
8,272,986
-
99,2768
Miguel Galindo4
7,254,772
-
87,0578
Austen Perrin5
7,891,156
(5,918,367)5
13,8109
Executive Directors
Sue-Ann Higgins2
5,986,394 (of which
3,990,929 relate to FY25)
-
27,9379
Bob Katsiouleris
-
-
-
Luke Anderson
-
-
-
Executives
Sarah Clarke7
10,981,972
-
76,8749
Joseph Ranford
-
-
Pascal Alexander-Bossy6
13,666,453
-
95,6659
Total
52,058,268
(5,918,367)
400,619
Footnotes to the above table in section 1.10.1a
1.
Options granted during FY25 relate to ZEPOs issued in lieu of payment of Director Fees (Service Fee Options) or part payment of salary
(Employee Salary Options).
2.
Ms Higgins was issued 5,986,394 ZEPOs following approval at the 2024 AGM, of which 3,990,929 Service Fee Options relate to the
FY25 period.
3.
Mr Sorel was issued 8,272,986 Service Fee Options following approval at the June 2025 General Meeting.
4. Mr Galindo was issued 7,254,772 Service Fee Options following approval at the June 2025 General Meeting.
5.
Mr Perrin was granted 7,891,156 Service Fee Options for FY25 following approval at the 2024 AGM. Following Mr Perrin ceasing to be a
Director on 31 January 2025, 1,972,789 Service Fee Options vested and the remaining 5,918,367, relating to the remaining service period
to end of October 2025, lapsed.
6.
Mr Alexander-Bossy was issued 13,666,453 Employee Salary Options in lieu of cash salary.
7.
Ms Clarke was issued 10,981,972 Employee Salary Options in lieu of cash salary.
8. Options granted on 2/7/25 at $0.00735 per option and, valued at $0.012 for accounting purposes, in accordance with the requirements
of accounting standard AASB 2 Share Based Payment.
9.
Options granted on 4/12/2025 at $0.00735 per option and, valued at $0.007 for accounting purposes, in accordance with the
requirements of accounting standard AASB 2 Share Based Payment.
There were no options granted during the 12 month period ending 30 June 2024.
Issuing service fee options and employee salary options in reporting period ended 30 June 2025
As part of cash conservation measures undertaken in FY25, whilst development funding was pursued, the
Company offered directors and employees the opportunity to elect to receive a portion of their remuneration or
fees satisfied by the issue of ZEPOs.
ANNUAL REPORT 2025
67
Remuneration report (audited)
Service fee options
The applicable number of Service Fee Options was calculated by dividing the nominated salary or fees by the
volume weighted average Share price (VWAP) calculated over the 10 trading days up to and including 1 October
2024 which was $0.00735.
Following approval at the 2024 Annual General Meeting, the following Service Fee Options were issued, in lieu of
payment for their nominated amount of Director Fees:
•
Sue-Ann Higgins – nominated the sum of $44,000, equating to 5,986,394 Service Fee Options, of which
3,990,929 vested during FY25.
•
Austen Perrin – nominated the sum of $58,000, equating to 7,891,156 Service Fee Options, of which 1,972,789
vested during FY25 and 5,918,367 lapsed due following Mr Perrin’s resignation on 31 January 2025.
Following approval at the June 2025 General Meeting, in lieu of payment for 100% of their Director Fees for the
period from their respective appointments until 30 June 2025, the following Service Fee Options were issued
calculated using the same volume weighted average Share price (VWAP) over the 10 trading days up to and
including 1 October 2024 ($0.00735):
•
Jean-Dominique Sorel – 8,272,986 Service Fee Options, representing the entirety of Mr Sorel’s Director Fees
from his appointment on 23 December 2024, all having vested on 3 July 2025.
•
Miguel Galindo – 7,254,772 Service Fee Options, representing the entirety of Mr Galindo’s Director Fees from his
appointment on 16 January 2025, all having vested on 3 July 2025.
The material terms of the Service Fee Options are as follows:
1. The Service Fee Options vest on a calendar quarterly basis (pro-rata relative to the directors’ fees forgone for
that quarter).
2. Each Service Fee Option has an expiry date of the earlier of 3 years from the date of issue, or that date which
is one month after the director ceases to be either a director or employee of the Company.
3. Each Service Fee Option is exercisable at no cost (nil).
4. Each Service Fee Option upon exercise will convert to on ordinary Share, subject to restrictions (Restricted
Shares) being that the Restricted Shares may not be disposed of or in any way dealt with:
a) until the earlier of the elapse of 15 years from the date of issue, or the first date when the Director ceases to
be either a director or employee of the Company; and
b) until their disposal would not breach either the Company’s share trading policy or Division 3 of Part 7.10 of
the Corporations Act.
5. If the Director ceases employment, the number of Service Fee Options to vest for that quarter will be
determined pro-rata based on the fees forgone up to the date of departure. Any remaining Service Fee
Options will lapse without vesting.
6. Any Service Fee Option that has not been exercised by the expiry date, will expire.
7. The Service Fee Options will be unquoted and may may not be sold, transferred, mortgaged, pledged,
charged, encumbered with a security interest in or over them, or otherwise disposed of without the prior
consent of the Board or where such assignment or transfer occurs by force of law.
8. The Service Fee Options will not entitle the Directors to receive dividends on Shares before exercise, nor do
they carry any voting rights.
ANDROMEDA METALS LIMITED
68
Employee salary options
The number of Employee Salary Options was calculated by dividing the nominated salary by the VWAP calculated
over the 10 trading days up to and including 1 October 2024 which was $0.00735.
Following approval at the 2024 Annual General Meeting, the following Employee Salary Options were issued under
the Employee Incentive Plan, in lieu of payment for their nominated amount of salary for the following KMP’s:
Sarah Clarke – 10,981,972 Employee Salary Options, representing 50% of Ms Clarke TFR from 1 November 2024 to
30 June 2025, all having vested on 3 July 2025.
Pascal Alexander-Bossy – 13,666,453 Employee Salary Options, representing 50% of Mr Alexander-Bossy’s TFR
from 1 November 2024 to 30 June 2025, all having vested on 3 July 2025.
The material terms of the Service Fee Options are as follows:
1. Each Employee Salary Option entitles the holder (Option Holder) to subscribe for one fully paid ordinary share
in the Company.
2. No amount is payable on grant of the Employee Salary Option.
3. The exercise price of the Employee Salary Option is zero dollars each.
4. Each Vested Employee Salary Option may be exercised at any time before the earlier of 5.00pm (Sydney time)
on that date which is:
a) 3 years from the date of issue; or
b) One month from the date the Option Holder ceases Employment (Expiry Date).
5. Any Employee Salary Option not exercised by the Expiry Date will automatically expire.
6. No certificate will be issued for the Employee Salary Options.
7. An Option Holder may not Deal with the Employee Salary Options without the prior consent of the Board or
where such assignment or transfer occurs by force of law.
8. The Employee Salary Options will not be listed for quotation on any stock exchange including the ASX.
9. The Employee Salary Options will vest on a calendar quarterly basis (pro-rata relative to the amount of
remuneration forgone for that quarter)
10. If the Option Holder ceases Employment, the number of Employee Salary Options to vest for that quarter will be
determined pro-rata based on the remuneration forgone up to the date of cessation. Any remaining Employee
Salary Options will lapse without vesting.
11. Each Employee Salary Option upon exercise will convert to one ordinary Share, which will rank, from the date
of allotment, in all respects equally with existing fully paid ordinary Shares of the Company, but will be issued
subject to disposal restrictions (Disposal Restrictions) being that the Shares may not be disposed of or in any
way dealt with until their disposal would not breach either:
a) the Company’s share trading policy; or
b) Division 3 of Part 7.10 of the Corporations Act.
12. The Employee Salary Options will not give any right to participate in dividends nor any right to vote until Shares
are allotted pursuant to the exercise of the relevant Employee Salary Option.
13. If the Company is admitted to the Official List of the ASX, the Company will apply for Official Quotation of all
Shares allotted pursuant to an exercise of the Employee Salary Options in accordance with the Listing Rules.
14. There will be no participating entitlements inherent in the Employee Salary Option to participate in new issues
of capital that may be offered to Shareholders during the currency of the Employee Salary Option. If the
Company is admitted to the ASX, Option Holders will be notified by the Company prior to any new pro-rata
issue of securities to Shareholders in accordance with the Listing Rules.
Remuneration report (audited)
ANNUAL REPORT 2025
69
15. In the event of a bonus issue of securities, the number of Shares over which the Employee Salary Options are
exercisable may be increased by the number of Shares that the Option Holders would have received if the
Options had been exercised before the record date for the bonus issue.
16. If the Company is admitted to the ASX, in the event of a reconstruction, including the consolidation, subdivision,
reduction or return of issue capital of the Company prior to the Expiry Date, all rights of an Option Holder are to
be changed in a manner consistent with the Listing Rules.
17. There is no right to a change in the exercise price of the Employee Salary Options or to the number of Shares
over which the Employee Salary Options are exercisable in the event of a new issue of capital (other than a
bonus issue or a pro rata issue as per Listing Rule 6.22) during the currency of the Employee Salary Options.
18. The Company will notify each Option Holder and if required by the Listing Rules, ASX, within one month after
the record date for a bonus issue or a pro rata issue of the adjustment to the number of Shares over which an
Employee Salary Option exists.
19. Vested Employee Salary Options are exercisable by the delivery to the Company Secretary of a notice in
writing stating the intention of the Option Holder to exercise all or a specified number of the Employee Salary
Options held by the Option Holder, provided the total value of Shares to be issued on exercise is not less than
$500. An exercise of only some of the Employee Salary Options will not affect the rights of the Option Holder to
the balance of the Employee Salary Options held by them.
20. Employee Salary Options will be deemed to have been exercised on the date the exercise notice is received
by the Company.
21. The Company will allot the resultant Shares and deliver the holding statement within five business days after the
exercise of the Employee Salary Options.
22. In the event that a taxing point arises in relation to Restricted Shares and the Disposal Restrictions applicable
to such Restricted Shares have not ceased to apply then Disposal Restrictions (and associated CHESS holding
locks if applicable), other than those arising under the Corporations Act, will cease to apply to 50% of such
Restricted Shares.
23. Where vested Employee Salary Options held by Employees are exercised and at the time of exercise the price
of a share in the Company is less than the Option Value at the date of issue of the Option, the Company will, in
its discretion, either:
a) pay the difference between the Option Value of the Employee Salary Options exercised and the closing
market price of shares multiplied by the number of Employee Salary Options exercised in cash; or
b) Issue to the Option Holder additional Employee Salary Options to make up the difference in value, which
may be exercised immediately following grant.
Remuneration report (audited)
ANDROMEDA METALS LIMITED
70
1.10.2 Performance rights granted as compensation to key management personnel
1.10.2a Issuing of performance rights in report period ended 30 June 2025
2025
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 FY25 TO PERFORMANCE
RIGHTS GRANTED
$
Non-executive Directors
Michael Wilkes
-
-
-
Jean-Dominique Sorel2
-
-
-
Miguel Galindo3
-
-
-
Austen Perrin4
-
-
-
Executive Directors
Sue-Ann Higgins1
-
-
-
Bob Katsiouleris5
10,138,200
-
151,656
Luke Anderson6
15,000,000
(15,000,000)
-
Executives
Joseph Ranford
-
-
Pascal Alexander-Bossy
-
-
-
Sarah Clarke
-
-
Total
25,138,200
(15,000,000)
151,656
Footnotes to the above table in section 1.10.2a
1.
Ms Sue-Ann Higgins was appointed as Executive Chair on 11 September 2024.
2.
Mr Jean-Dominique Sorrel was appointed as a Director on 23 December 2024
3.
Mr Miguel Galindo was appointed as a Director on 16 January 2025
4. Mr Austen Perrin ceased to be a Director on 31 January 2025.
5.
Mr Katsiouleris ceased to be an Executive on 31 July 2024. The issuing of 10,138,200 performance rights was approved by shareholders
at the FY24 AGM.
6.
Mr Anderson was appointed as an Executive on 1 August 2024 and ceased to be an Executive on 11 September 2024, at which time all
performance rights, issued to him on appointment, lapsed.
Remuneration report (audited)
ANNUAL REPORT 2025
71
1.10.2b Issuing of performance rights in reporting 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
Sue-Ann Higgins1
-
-
-
Michael Wilkes
-
-
-
Austen Perrin4
-
-
-
Melissa Holzberger5
-
-
-
Executive Directors
Bob Katsiouleris6
-
-
-
James Marsh
-
-
-
Executives
Sarah Clarke
3,564,500
9,722
Joseph Ranford
5,391,700
14,705
Pascal Alexander-Bossy
4,838,700
-
13,197
Timothy Anderson7
-
-
-
Total
13,794,900
-
37,624
Footnotes to the above table in section 1.10.2b
1.
Ms Higgins was appointed as a Director on 21st February 2024, and Executive Chair on 11 September 2024.
4. Mr Perrin ceased to be a Director on 31 January 2025.
5.
Mr Holzberger ceased to be a Director on 2 February 2024.
6.
Mr Katsiouleris ceased to be an Executive on 31 July 2024.
7.
Mr Anderson was appointed as an Executive on 1 Aug 2024 and ceased to be an Executive on 11 September 2024.
Issuing of performance rights in reporting period ended 30 June 2025
On 21 November 2024, Mr Katsiouleris was issued with 10,138,200 performance rights following approval by
shareholders at the 2024 AGM. The performance rights 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 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.
On 31 July 2024, Mr Anderson was issued a one-off grant of 15,000,000 performance rights under the Company’s
Employee Incentive Plan, with vesting conditions linked to project development and commercial production at the
Great White Project. These lapsed on his resignation.
Remuneration report (audited)
ANDROMEDA METALS LIMITED
72
Issuing of options and performance rights in reporting period ended 30 June 2024
On 18 March 2024, the following performance rights were issued:
•
Sarah Clarke – 3,564,500, with none having vested. The Board elected not to award any STI or LTI incentives
for the FY25 performance period.
•
Pascal Alexander-Bossy – 4,838,700, with none having vested. The Board elected not to award any STI or LTI
incentives for the FY25 performance period.
•
Joe Ranford – 5,391,700, with none having vested. The Board electing not to award any STI or LTI incentives for
the FY25 performance period.
These performance rights 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 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.
1.10.3 Key management personnel option holdings
2025
BALANCE AT
PREVIOUS YEAR
REPORTING DATE
GRANTED
DURING THE
PERIOD1
PURCHASED DURING
THE YEAR(ATTACHING
OPTIONS)2
CONVERTED
DURING THE
PERIOD
OTHER
(OPTIONS HELD WHEN
CEASING TO BE KMP)
BALANCE AT
REPORTING
DATE
Non-executive Directors
Michael Wilkes
-
-
271,784
-
-
271,784
Jean-Dominique Sorel4
-
8,272,986
-
-
8,272,986
Miguel Galindo5
-
7,254,772
-
-
7,254,772
Austen Perrin6
-
7,891,156
72,276
(1,972,789)
(5,990,643)9
-9
Executive Directors
Sue-Ann Higgins3
-
3,990,929
833,333
-
-
4,824,262
Bob Katsiouleris7
-
-
-
-
-
Luke Anderson8
-
-
-
-
-
Executives
Joseph Ranford
1,650,000
-
-
-
1,650,000
Pascal Alexander-Bossy
-
13,666,453
-
-
13,666,453
Sarah Clarke
-
10,981,972
833,333
-
-
11,815,305
Total
1,650,000
52,058,268
2,010,726
(1,972,789)
(5,918,367)
47,827,838
Footnotes to the above table in section 1.10.3
1.
Options granted during FY25 relating to ZEPOs issued in lieu of payment of Director Fees (Service Fee Options) or part payment of salary
(Employee Salary Options).
2.
Options purchased as part of the pro-rata rights issue undertaken in August 2024.
3.
Ms Higgins was appointed as a Director on 21 February 2024, and Executive Chair on 11 September 2024.
4. Mr Sorel was appointed as a Director on 23 December 2024
5.
Mr Galindo was appointed as a Director on 16 January 2025
6.
Mr Perrin ceased to be a Director on 31 January 2025.
7.
Mr Katsiouleris ceased to be an Executive on 31 July 2024.
8. Mr Anderson was appointed as an Executive on 1 August 2024 and ceased to be an Executive on 11 September 2024.
9.
Following Mr Perrin’s resignation, 72,276 listed options and 1,972,789 vested Service Fee Options were retained and converted to shares,
with 5,918,367 unvested Service Fee Options lapsing, and no balance reported as he is no longer a KMP.
Remuneration report (audited)
ANNUAL REPORT 2025
73
1.10.4 Key management personnel performance rights holdings
2025
BALANCE AT
PREVIOUS YEAR
REPORTING DATE
GRANTED DURING
THE PERIOD
CONVERTED DURING
THE PERIOD
OTHER
(PERFORMANCE
RIGHTS HELD WHEN
CEASING TO BE KMP)
BALANCE AT
REPORTING DATE1
Non-executive Directors
Michael Wilkes
-
-
-
-
-
Jean-Dominique Sorel3
-
-
-
-
-
Miguel Galindo4
Austen Perrin5
-
-
-
-
-
Executive Directors
Sue-Ann Higgins2
-
-
-
-
-
Bob Katsiouleris6
-
10,138,200
-
(10,138,200)
-
Luke Anderson7
-
-
-
-
-
Executives
Joseph Ranford
5,391,700
-
-
5,391,700
Pascal Alexander-Bossy
4,838,700
-
-
-
4,838,700
Sarah Clarke
3,564,500
-
-
-
3,564,500
Total
13,794,900
10,138,200
-
(10,138,200)
13,794,900
Footnotes to the above table in section 1.10.4
1.
As at 30 June 2025, there were no performance rights held by KMP that had vested and were exercisable.
2.
Ms Higgins was appointed to the Board on 21 February 2024, and Executive Chair on 11 September 2024.
3.
Mr Sorel was appointed as a Director on 23 December 2024
4. Mr Galindo was appointed as a Director on 16 January 2025
5.
Mr Perrin ceased to be a Director on 31 January 2025.
6.
Mr Katsiouleris ceased to be an Executive on 31 July 2024. The issuing of 10,138,200 performance rights was approved by shareholders
at the FY24 AGM.
7.
Mr Anderson was appointed as an Executive on 1 Aug 2024 and ceased to be an Executive on 11 September 2024.
Remuneration report (audited)
ANDROMEDA METALS LIMITED
74
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:
2025
BALANCE
AT 1 JULY 2024
RECEIVED THROUGH
EXERCISE OF
OPTIONS/RIGHTS
PURCHASE OR
DISPOSAL DURING
THE YEAR1
OTHER
(SHARES HELD WHEN
CEASING TO BE KMP)
BALANCE
AT 30 JUNE 2025
Non-executive Directors
Michael Wilkes
3,533,195
-
271,784
-
3,804,979
Jean-Dominique Sorel3
-
-
-
-
-
Miguel Galindo4
Austen Perrin5
939,598
1,972,789
72,276
(2,984,663)8
-8
Executive Directors
Sue-Ann Higgins2
-
-
833,333
-
833,333
Bob Katsiouleris6
11,950,000
-
-
(11,950,000)
-
Luke Anderson7
-
-
-
-
-
Executives
Joseph Ranford
8,360,000
-
-
-
8,360,000
Pascal Alexander-Bossy
-
-
-
-
-
Sarah Clarke
-
-
833,333
-
833,333
Total
24,782,793
1,972,789
2,101,726
(14,934,663)
13,831,645
Footnotes to the above table in section 1.11
1.
Shares purchased as part of the pro-rata rights issue undertaken in August 2024 and placement of shortfall shares, as approved by
shareholders at the 2024 AGM.s
2.
Ms Higgins was appointed to the Board on 21 February 2024 and, and Executive Chair on 11 September 2024.
3.
Mr Sorel was appointed as a Director on 23 December 2024
4. Mr Miguel Galindo was appointed as a Director on 16 January 2025
5.
Mr Austen Perrin ceased to be a Director on 31 January 2025.
6.
Mr Katsiouleris ceased to be an Executive Director at 31 July 2024.
7.
Mr Anderson was appointed as an Executive on 1 Aug 2024 and ceased to be an Executive on 11 September 2024.
8. Upon Mr Perrin’s resignation he held 1,011,874 Shares, 72,276 listed options and 1,972,789 vested Service Fee Options (which were
subsequently converted from Service Fee Options to Shares), with no balance reported as he is no longer a KMP.
1.12 Other transactions with key management personnel and/or their related parties
Austen Perrin and Sue-Ann Higgins were paid Director’s Fees through the Company’s payroll.
Mr Wilkes invoices through his private company for Director Fees only. It is not a separate entity that provides
consulting services to the Company.
Mr Galindo was engaged by the Company through his private company, Galesk Consulting SLU, prior to his
appointment as a director. The consulting engagement has continued post Mr Galindo’s appointment.
During the Year, Mr Wilkes and Mr Perrin satisfied the definition and maintained their status as Independent NEDs,
thus retain objectivity and their ability to meet their oversight role.
Ms Sue-Ann Higgins was appointed Executive Chair, effective 11 September 2024, and is therefore no longer
considered independent.
Mr Sorel is not considered independent due to his employment until March 2025 with Traxys, with which
Andromeda has a binding offtake agreement.
Mr Galindo is not considered independent due to his private company, Galesk Consulting SLU, is engaged by the
Company to provide global marketing services.
Mr Anderson invoiced through his private company for consulting fees prior to his commencement as Managing
Director / CEO, during the handover period with Mr Katsiouleris.
End of remuneration report (audited)
Remuneration report (audited)
ANNUAL REPORT 2025
75
Auditor's independence declaration
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
Dear Board Members
Auditor’s Independence Declaration to Andromeda Metals Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of
independence to the directors of Andromeda Metals Limited.
As lead audit partner for the audit of the financial report of Andromeda Metals Limited for the year ended 30 June
2025, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(i)
The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
Any applicable code of professional conduct in relation to the audit.
Yours faithfully
DELOITTE TOUCHE TOHMATSU
Darren Hall
Partner
Chartered Accountants
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Level 25, Festival Tower,
Station Road
Adelaide SA 5000
Australia
Tel: +61 8 8407 7000
29 September 2025
www.deloitte.com.au
The Board of Directors
Andromeda Metals Limited
Level 10/431 King William Street
Adelaide SA 5000
ANDROMEDA METALS LIMITED
76
Consolidated statement of profit or loss
and other comprehensive income
for the year ended 30 June 2025
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
30/06/25
$
YEAR ENDED
30/06/24
$
Other income
4
760,443
1,030,276
Impairment of exploration and evaluation assets
9
(133,117)
(853,792)
Exploration and evaluation expenditure expensed
9
(20,846)
(10,180)
Administration expenses
(1,551,044)
(1,835,657)
Corporate consulting expenses
(1,339,810)
(1,359,401)
Company promotion
(91,392)
(65,609)
Salaries and wages
(1,792,220)
(2,976,226)
Directors’ fees
(189,277)
(387,097)
Occupancy expenses
(26,322)
(2,099)
Research and development
(728,984)
(821,124)
Share based payments
(925,869)
11,753
Loss before income tax
4
(6,038,438)
(7,269,156)
Tax expense
5
-
-
Loss for the year
(6,038,438)
(7,269,156)
Other comprehensive income, net of income tax
-
-
Total comprehensive loss for the year
(6,038,438)
(7,269,156)
Earnings per share
Basic (cents per share) – (loss)
25
(0.18)
(0.23)
Diluted (cents per share) – (loss)
25
(0.18)
(0.23)
ANNUAL REPORT 2025
77
Consolidated statement of financial position
as at 30 June 2025
Financial report (audited)
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
NOTE
30/06/25
$
30/06/24
$
CURRENT ASSETS
Cash and cash equivalents
6
7,141,892
5,436,262
Trade and other receivables
7
1,646,795
706,141
TOTAL CURRENT ASSETS
8,788,687
6,142,403
NON-CURRENT ASSETS
Exploration and evaluation assets
9
144,022,614
143,987,140
Property, plant and equipment
10
6,565,004
5,949,169
Other financial assets
8
831,533
1,989,303
TOTAL NON-CURRENT ASSETS
151,419,151
151,925,612
TOTAL ASSETS
160,207,838
158,068,015
CURRENT LIABILITIES
Trade and other payables
11
1,425,540
2,250,227
Lease liabilities - current
13
214,960
215,898
Provisions
12
286,247
251,112
TOTAL CURRENT LIABILITIES
1,926,747
2,717,237
NON-CURRENT LIABILITIES
Provisions
14
196,703
109,407
Lease liabilities - non-current
13
150,476
365,437
TOTAL NON-CURRENT LIABILITIES
347,179
474,844
TOTAL LIABILITIES
2,273,926
3,192,081
NET ASSETS
157,933,912
154,875,934
EQUITY
Issued capital
15
228,045,714
219,882,120
Reserves
16
2,065,044
1,132,222
Accumulated losses
(72,176,846)
(66,138,408)
TOTAL EQUITY
157,933,912
154,875,934
ANDROMEDA METALS LIMITED
78
Consolidated statement of changes in equity
for the year ended 30 June 2025
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 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
Loss attributable to the year
-
-
-
(6,038,438)
(6,038,438)
Total comprehensive loss for the year
-
-
-
(6,038,438)
(6,038,438)
Issue of share capital through placement
8,400,000
-
-
-
8,400,000
Issue of share capital through entitlement offer
421,382
-
-
-
421,382
Costs associated with the issue of shares
(671,743)
20,763
-
-
(650,981)
Shares issued on the exercise of listed options
13,956
(13,810)
-
-
146
Fair value of options issued to directors
-
228,079
-
-
228,079
Fair value of options issued to employees
-
269,047
-
-
269,047
Fair value of performance rights issued to directors
-
151,656
-
-
151,656
Fair value of performance rights issued
to employees
-
277,086
-
-
277,086
Balance at 30 June 2025
228,045,714
1,138,231
926,813
(72,176,846)
157,933,912
ANNUAL REPORT 2025
79
Consolidated statement of cash flows
for the year ended 30 June 2025
Financial report (audited)
INFLOWS/(OUTFLOWS)
YEAR ENDED
30/06/25
$
YEAR ENDED
30/06/24
$
Cash flows relating to operating activities
Receipts from government grants
581,714
2,067,379
Payments to suppliers and employees
(5,352,047)
(7,119,762)
Net cash used in operating activities
(4,770,333)
(5,052,383)
Cash flows relating to investing activities
Interest received
142,357
297,036
Receipts from government grants
1,789,601
2,270,256
Receipts/(payment) of environmental bonds
-
7,000
Receipts from tenement sales
-
550,000
Receipts from share sales
950,000
206,500
Payments for exploration and evaluation expenditure
(2,802,491)
(4,835,139)
Payments for property, plant and equipment
(1,476,331)
(3,060,297)
Net cash used in investing activities
(1,396,864)
(4,564,644)
Cash flows relating to financing activities
Proceeds from share issues
8,821,382
-
Proceeds from equity options
146
-
Payment for capital raising costs
(650,980)
-
Lease payments
(281,931)
(226,544)
Interest paid
(15,790)
(21,057)
Net cash provided by financing activities
7,872,827
(247,601)
Net decrease in cash and cash equivalents
1,705,630
(9,864,628)
Cash at beginning of financial year
5,436,262
15,300,890
Cash and cash equivalents at end of financial year
7,141,892
5,436,262
ANDROMEDA METALS LIMITED
80
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes
Financial report (audited)
Consolidated statement of cash flows
for the year ended 30 June 2025
Reconciliation of loss for the period to net cash flow from operating activities:
Loss for the period
(6,038,438)
(7,296,156)
Interest income
(138,613)
(214,371)
Share based remuneration
925,869
(11,753)
Depreciation
417,354
490,815
Interest expense
15,790
21,057
Exploration written off or impaired
133,117
863,972
Research and development incentive received (operating)
354,421
2,067,379
(Increase) in receivables
(443,405)
(750,959)
Increase/(decrease) in payables
(326,987)
(136,316)
Increase/(decrease) in provisions
122,430
(55,673)
Loss on disposal of assets
236,840
100,750
Fair value movement of financial instruments
(28,711)
(158,129)
Net operating cash flows
(4,770,333)
(5,052,383)
ANNUAL REPORT 2025
81
Notes to the financial statements
for the financial year ended 30 June 2025
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
PRINCIPAL PLACE OF BUSINESS
Level 10, 431 King William Street
Level 10, 431 King William Street
Adelaide
Adelaide
South Australia, 5000
South Australia, 5000
Principal activities
The principal activity of the Company is the advancement of The Great White Project (TGWP) 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 in the financial report
are rounded off to the nearest dollar, unless otherwise indicated.
2 ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS
STANDARD
IMPACT
AASB 2022-5 Lease liability in a
sale and leaseback
Amends AASB 16 Leases to require a seller-lessee to 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. This is achieved by requiring
the expected variable lease payments to be included in the lease liability. This is
the only type of lease liability that includes variable payments as all ‘normal’ lease
liabilities only include fixed payments (do not include variable lease payments which
do not depend on an index or rate).
Amendments AASB 101
Classification of Liabilities
as Current or Non-current,
AASB 2022-6 Amendments
to Australian Accounting
Standards - Non-current
Liabilities with Covenants
The amendments to AASB 101 affect only the presentation of liabilities as current or
non-current in the statement of financial position and not the amount or timing of
recognition of any asset, liability, income or expenses, or the information disclosed
about those items.
Together, these amendments:
–
Introduce a definition of ‘settlement’ that makes it clear that settlement refers
to the transfer to the counterparty of cash, other economic resources (such as
goods or services) or an entity’s own equity instruments
–
Clarify that the classification of liabilities as current or non-current is based on
rights that exist at the end of the reporting period
–
Specify that classification is unaffected by the likelihood that the entity will
exercise its right to defer settlement of a liability (e.g. if management intends to
settle the liability within 12 months after the reporting date)
–
Specify the impact of covenants on an entity’s right to defer settlement for at
least 12 months (in that only covenants which the entity is required to comply
with on or before the reporting date affect that right)
–
Introduce a requirement to disclose information in the notes which enables users
of financial statements to understand the risk that non-current liabilities with
covenants may become repayable within 12 months
–
Defer the application of the amendments to financial reporting periods
beginning on or after 1 January 2024.
ANDROMEDA METALS LIMITED
82
Notes to the financial statements
STANDARD
IMPACT
AASB 2023-1 Supplier finance
arrangements
AASB 107 Statement of Cash Flows to require entities to provide qualitative and
quantitative information about its supplier finance arrangements
AASB 7 Financial Instruments: Disclosures by adding supplier finance arrangements
as an example within the requirements to disclose information about an entity’s
exposure to concentration of liquidity risk.
Transitional relief (which includes not requiring the disclosure of comparative
information) is available for the first annual reporting period in which an entity
applies the amendments. Further, the amendments contain transitional relief from
presenting the information for any interim period presented within the annual
reporting period in which the entity first applies the amendments.
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 2024. There has been no material impact to the financial statements of the Group from adopting the
updated Standards.
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 2023-5 Amendments
to Australian Accounting
Standards – Lack of
Exchangeability
Annual reporting
periods beginning
on or after 1 January
2025
Amends AASB 121 The Effects of Changes in Foreign
Exchange Rates by specifying 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 2024-2 Amendments
to Australian Accounting
Standards – Classification
and Measurement of Financial
Instruments
Annual reporting
periods beginning
on or after 1 January
2026
Amends AASB 9 Financial Instruments and AASB 7 Financial
Instruments: Disclosures by introducing the following changes:
–
Allowing derecognition of financial liabilities settled using
an electronic payment system before the settlement date
provided certain criteria are met. The amendments do not
extend this exception to derecognition of financial assets
settled via an electronic transfer, as it was clarified that
financial assets are derecognised only when contractual
rights to the cash flows from the financial assets expire,
which is when cash is received
–
Clarifying how contractual cash flows characteristics of
financial assets with environmental, social and corporate
governance (ESG) and similar features should be assessed
for the purpose of classification of the financial assets
–
Amending disclosure requirements relating to investments
in equity instruments designated at fair value through
other comprehensive income and adding disclosure
requirements for financial instruments with contractual
terms that could change the timing or amount of
contractual cash flows on contingent events.
The amendments should be applied retrospectively from the
beginning of the annual reporting period in which an entity
first applies the amendments. An entity is not required to
restate prior periods, however it may restate prior periods, if it
is possible to do it without the use of hindsight.
ANNUAL REPORT 2025
83
Notes to the financial statements
STANDARD/AMENDMENT
EFFECTIVE FOR ANNUAL
REPORTING PERIODS
BEGINNING ON OR AFTER
NATURE OF THE CHANGE AND EXPECTED IMPACT
AASB 2025-1 Amendments
to Australian Accounting
Standards – Contracts
Referencing Nature-
dependent Electricity
Annual reporting
periods beginning
on or after
1 January 2026
Amends AASB 9 Financial Instruments and AASB 7 Financial
Instruments: Disclosures by introducing additional guidance
for contracts referencing nature-dependent electricity
(often structured as power purchase agreements) which are
characterised by contractual features exposing an entity to
variability in the underlying amount of electricity caused by
uncontrollable natural conditions (for example, the weather)
which affect generation of electricity from renewable sources,
such as sun and wind. Scoped-in contracts include both
contracts to buy or sell nature-dependent electricity and
financial instruments that reference such electricity.
Amendments added an application guidance to AASB 9
to clarify ‘own-use’ criteria for contracts to buy electricity
generated from nature-dependent sources. When an entity
is required to buy electricity during a delivery interval in which
it cannot use it and has no practical ability to avoid selling
unused electricity to the market, ‘own-use’ criteria would be
met if the entity has been, and expects to be, a net purchaser
of electricity for the contract period. An entity is a net
purchaser of electricity if it buys sufficient electricity to offset
the sales of any unused electricity in the same market in which
it sold the electricity.
In respect of for hedges of forecast electricity transactions
the amendments to AASB 9 permit to designate a variable
nominal amount of forecast electricity transaction as the
hedged item that is aligned with the variable amount of
nature-dependent electricity expected to be delivered by the
generation facility as referenced in the hedging instrument.
The other hedge accounting requirements in AASB 9 continue
to apply to such a hedging relationship.
Amendments to AASB 7 introduced additional disclosure
requirements in respect of contracts to buy nature-related
electricity that meet the ‘own-use’ requirements.
AASB 2024-3 Amendments
to Australian Accounting
Standards – Annual
Improvements Volume 11
Annual reporting
periods beginning
on or after
1 January 2026
Amends:
–
AASB 1 First-time Adoption of Australian Accounting
Standards: hedge accounting by a first-time adopter
–
AASB 7 Financial Instruments: Disclosures: gain or loss on
derecognition, disclosure of deferred difference between
fair value and transaction price, and credit risk disclosures
–
AASB 9 Financial Instruments: derecognition of lease
liabilities and transaction price
–
AASB 10 Consolidated Financial Statements:
determination of a ‘de facto agent’
–
AASB 107 Statement of Cash Flows: cost method.
These annual improvements are sufficiently minor or narrow
in scope and are limited to changes that either clarify the
wording in an AASB Accounting Standard or correct relatively
minor unintended consequences, oversights or conflicts
between the requirements of the standards.
ANDROMEDA METALS LIMITED
84
Notes to the financial statements
STANDARD/AMENDMENT
EFFECTIVE FOR ANNUAL
REPORTING PERIODS
BEGINNING ON OR AFTER
NATURE OF THE CHANGE AND EXPECTED IMPACT
AASB 18 Presentation and
Disclosure in Financial
Statements
Annual reporting
periods beginning
on or after
1 January 2027
(for-profit entities)
Replaces AASB 101 Presentation of Financial Statements,
introducing enhanced requirements for the presentation of
financial statements, including:
–
In the statement of profit or loss, introducing new required
categories (operating, investing and financing) and
subtotals (‘operating profit’ and ‘profit before financing and
income taxes’)
–
Disclosures about management-defined performance
measures (MPMs), limited to subtotals of income and
expenses and requiring:
–
A reconciliation of the MPM to an IFRS-defined subtotal
–
An explanation of why the MPM is reported
–
An explanation of how the MPM is calculated
–
An explanation of any changes to the MPM
–
Enhanced guidance on grouping of information
(aggregation and disaggregation), including guidance
on whether information should be presented in the
primary financial statements or disclosed in the notes, and
disclosures about items labelled as ‘other’.
For for-profit entities (other than superannuation entities
applying AASB 1056 Superannuation Entities) preparing
Tier 1 general purpose financial statements, AASB 18
applies to annual reporting periods beginning on or after
1 January 2027, with earlier application permitted.
AASB 2014-10 Amendments
to Australian Accounting
Standards – Sale or
Contribution of Assets between
an Investor and its Associate or
Joint Venture
Annual reporting
periods beginning
on or after
1 January 2028
The amendments to AASB 10 Consolidated Financial
Statements and AASB 128 Investments in Associates and Joint
Ventures (amendments) deal with situations where there is
a sale or contribution of assets between an investor and its
associate or joint venture.
Specifically, the amendments state that gains or losses
resulting from the loss of control of a subsidiary that does not
contain a business in a transaction with an associate or a
joint venture that is accounted for using the equity method,
are recognised in the parent’s profit or loss only to the
extent of the unrelated investors’ interests in that associate
or joint venture. Similarly, gains and losses resulting from
the remeasurement of investments retained in any former
subsidiary (that has become an associate or a joint venture
that is accounted for using the equity method) to fair value
are recognised in the former parent’s profit or loss only to
the extent of the unrelated investors/ interests in the new
associate or joint venture.
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.
ANNUAL REPORT 2025
85
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 25th September 2025.
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 2025 the Group incurred
a net loss of $6,038,438 (30 June 2024: $7,269,156),
and experienced net cash outflows from operating
activities of $4,770,333 (30 June 2024: $5,052,383)
and investing activities of $1,396,864 (30 June 2024:
$4,564,644).
At 30 June 2025, the Group has cash reserves of
$7,141,892 (30 June 2024: $5,436,262).
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
The Group continues to pursue its flagship
development, the Great White Project. 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 continued to progress the funding
process of the project with Merricks Capital
confirming credit approval for a debt facility of
A$75 million that includes principal, capitalised
interest and fees, cash reserving requirements and
a cost overrun tranche. The Group and Merricks
are working on finalising the binding financing
documentation for the Facility.
ANDROMEDA METALS LIMITED
86
Notes to the financial statements
y
In parallel, the Group also progressed its funding
process for the balance of the Stage 1A+ project
funding required to support a final investment
decision, and other funding requirements.
y
In a scenario in which funding is not secured,
management have prepared a cash flow forecast
for the period ending 30 September 2026 which
indicates minimum funding of $3.5 million will be
required progressively over the period commencing
from April 2026 by way of debt, equity or other
forms of funding to continue to progress the Group’s
projects through to 30 September 2026.
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.
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
ANNUAL REPORT 2025
87
Notes to the financial statements
(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.
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 creditimpaired financial assets (i.e.
assets that are creditimpaired 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.
ANDROMEDA METALS LIMITED
88
Notes to the financial statements
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.
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
ANNUAL REPORT 2025
89
Notes to the financial statements
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.
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.
ANDROMEDA METALS LIMITED
90
Notes to the financial statements
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;
¬
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
ANNUAL REPORT 2025
91
Notes to the financial statements
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.
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.
ANDROMEDA METALS LIMITED
92
Notes to the financial statements
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.
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.
ANNUAL REPORT 2025
93
Notes to the financial statements
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.
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.
n) 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.
ANDROMEDA METALS LIMITED
94
Notes to the financial statements
4 LOSS FROM OPERATIONS
YEAR ENDED
30/06/25
$
YEAR ENDED
30/06/24
$
Other income
Interest income on bank deposits
138,613
214,371
Gain/(loss) on disposal of assets (i)
(263,840)
(100,750)
Government grants (ii)
829,959
758,526
Fair value movement in equity investment held at fair value through
profit and loss
28,711
158,129
760,443
1,030,276
(i) Disposal of shareholdings.
(ii) Research & Development tax incentive recognised of $829,959 (2024: $758,526)
Other expenses
Employee benefit expense:
Post-employment benefits:
Accumulated benefit superannuation plans
400,862
481,713
Share based payments:
Equity settled share-based payments (i)
925,869
(11,753)
Other employee benefits
3,613,193
5,606,791
4,939,924
6,076,751
Less amounts capitalised in exploration and evaluation expenditure
(1,919,562)
(2,771,510)
3,020,362
3,305,242
Depreciation of property, plant and equipment
433,105
490,815
Short-term rental expenses
58,220
56,998
(i) Share based payments relate to the amortisation of shares, options or performance rights granted to employees
and suppliers. Share based payments do not represent cash payments and may or may not be exercised by the
employee.
ANNUAL REPORT 2025
95
Notes to the financial statements
5 INCOME TAX
YEAR ENDED
30/06/25
$
YEAR ENDED
30/06/24
$
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
(6,038,438)
(7,269,156)
Income tax income calculated at 30% (2024: 25%)
(1,811,531)
(1,817,289)
Share based payments
277,761
(2,938)
Non deductable expenses
1,005,406
203,691
Non-assessable income
(240,408)
(177,654)
Other
-
-
Deferred tax assets not brought to account
768,772
1,794,190
Tax expense
-
-
The tax rate used in the above reconciliation is the corporate tax rate of 30% payable (2024: 25%) 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:
30/06/25
$
30/06/24
$
Trade and other receivables
(44,720)
(65,112)
Exploration and evaluation expenditure
(41,241,827)
(34,359,321)
Assets available for sale
-
-
Property, plant and equipment
(4,090)
(51,858)
Investments
40,851
(5,490)
Capital raising costs
711,909
631,180
Trade and other payables
53,230
110,672
Employee benefits
128,384
76,380
(40,356,263)
(33,663,549)
Tax value of losses carried forward
40,356,263
33,663,549
Net deferred tax assets / (liabilities)
-
-
ANDROMEDA METALS LIMITED
96
Notes to the financial statements
c) Unrecognised deferred tax assets:
A deferred tax asset has not been recognised in respect of the following items:
30/06/25
$
30/06/24
$
Tax losses-revenue (Group)
15,962,015
12,992,490
Tax losses-revenue (Transferred)
7,768,807
6,474,006
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
30/06/25
$
30/06/24
$
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
30/06/25
$
30/06/24
$
Cash at bank
7,141,892
5,436,262
7,141,892
5,436,262
7 CURRENT TRADE AND OTHER RECEIVABLES
30/06/25
$
30/06/24
$
Interest receivable
424
4,168
Government grant receivable
1,457,839
354,422
Prepaid expenses
148,643
256,280
GST receivable
38,028
87,611
Other receivables and prepayments
1,861
3,660
1,646,795
706,141
ANNUAL REPORT 2025
97
Notes to the financial statements
8 OTHER NON-CURRENT FINANCIAL ASSETS
30/06/25
$
30/06/24
$
Deposits (Note 22 (e))
226,381
226,023
Equity Investments at fair value through profit & loss (i)
550,152
1,708,280
Environmental bonds
55,000
55,000
831,533
1,989,303
(i) Shares owned in unlisted companies with fair value based recognised in Note 4.
9 EXPLORATION AND EVALUATION ASSETS
30/06/25
$
30/06/24
$
Costs brought forward
143,987,140
142,124,436
Expenditure incurred during the year
2,834,811
4,906,454
Government grants received / receivable
(2,645,374)
(1,579,626)
144,176,577
145,451,264
Impairment of exploration and evaluation expenditure assets
Expenditure impaired (i)
(133,117)
(853,792)
Expenditure written off (ii)
(20,846)
(10,180)
Transfer to assets held for sale
-
(600,152)
(153,963)
(1,464,124)
144,022,614
143,987,140
(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 $133,117 (2024: $853,792) 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.
ANDROMEDA METALS LIMITED
98
Notes to the financial statements
10 PROPERTY, PLANT AND EQUIPMENT
LAND &
BUILDINGS
PLANT &
EQUIPMENT
WORK IN
PROGRESS
MOTOR
VEHICLES
FURNITURE
AND FITTINGS
OFFICE AND 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 2,500,405 126,359
-
7,742
-
99,120
3,725,948
Transfers
-
-
-
-
-
-
-
-
-
Balance 30 June 2024
1,705,961
504,794
3,223,234
131,151
111,308
203,741
84,104
1,123,693
7,087,986
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 2024
(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
3,223,234 114,696
56,193
34,904
46,397
567,346
5,949,170
2024/25
Gross carrying amount
Opening balance
1,705,961
504,794
3,223,234
131,151
111,308
203,741
84,104
1,123,693
7,087,986
Additions
-
9,934
1,035,464
-
-
3,542
-
-
1,048,939
Disposals
-
-
-
-
-
-
-
(106,851)
(106,851)
Balance 30 June 2025
1,705,961
514,728 4,258,698
131,151
111,308
207,283
84,104
1,016,842 8,030,075
Accumulated
depreciation
Opening balance
(48,861) (255,494)
- (16,455)
(55,115)
(168,837)
(37,707) (556,347)
(1,138,816)
Depreciation
(16,881) (107,233)
- (15,851)
(22,122)
(26,715)
(16,821)
(227,482)
(433,105)
Disposals
-
-
-
-
-
-
-
106,851
106,851
Balance 30 June 2025
(65,742) (362,728)
- (32,851)
(77,237)
(195,553)
(54,527)
(676,978) (1,465,070)
Net book value
30 June 2025
1,640,219
152,000 4,258,698 98,845
34,071
11,730
29,577
339,864 6,565,004
ANNUAL REPORT 2025
99
Notes to the financial statements
10 PROPERTY, PLANT AND EQUIPMENT, CONTINUED
The Group has one right of use lease for office premises. The average lease term is 1.67 years (2024: 1.75 years).
Amount recognised in profit or loss
30/06/25
$
30/06/24
$
Depreciation expense on right-to-use assets
227,482
262,072
Interest expense on lease liabilities
15,790
21,057
Expense relating to short term leases
58,220
56,998
The total cash outflow for leases amounts to $297,721 (2023: $224,381).
11 CURRENT LIABILITIES – TRADE AND OTHER PAYABLES
30/06/25
$
30/06/24
$
Trade payables and accruals (i)
1,425,540
2,250,227
1,425,540
2,250,227
(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
30/06/25
$
30/06/24
$
Employee benefits – annual leave
286,247
251,112
286,247
251,112
Movement in employee benefits
Balance at the beginning of the year
251,112
309,711
Leave accrued
279,843
328,697
Leave taken
(244,708)
(387,296)
Closing value
286,247
251,112
ANDROMEDA METALS LIMITED
100
Notes to the financial statements
13 LEASE LIABILITIES
30/06/25
$
30/06/24
$
Maturity analysis:
Year 1
223,680
231,688
Year 2
152,316
223,680
Year 3
-
152,316
Year 4
-
-
Year 5
-
-
375,996
607,684
Less unearned interest
(10,560)
(26,349)
Closing value
365,436
581,335
Analysed as:
Current
214,960
215,898
Non-current
150,476
365,437
365,436
581,335
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
30/06/25
$
30/06/24
$
Employee benefits – long service leave
141,703
54,407
Make good provision
55,000
55,000
196,703
109,407
ANNUAL REPORT 2025 101
Notes to the financial statements
15 ISSUED CAPITAL
30/06/25
$
30/06/24
$
3,815,315,863 fully paid ordinary shares
(2024: 3,110,270,932)
228,097,935
219,934,341
2,107,500 treasury stock (2024: 2,107,500)
(52,221)
(52,221)
228,045,714
219,882,120
Movement in issued shares for the year:
NUMBER
YEAR ENDED
30/06/25
$
NUMBER
YEAR ENDED
30/06/24
$
Fully paid ordinary shares
Balance at beginning of financial year
3,110,270,932
219,934,341
3,110,270,932
219,934,341
Placement at 1.2c (August 2024)
283,333,344
3,400,000
Entitlement Offer at 1.2c
35,115,061
421,382
Exercise of Listed Options
8,352
146
Exercise of Unlisted Options
1,972,789
13,810
Placement at 1.3c (May 2025)
384,615,385
5,000,000
Costs associated with the issue of shares
-
(671,743)
-
-
Balance at end of financial year
3,815,315,863
228,097,935
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
3,813,208,363
228,045,714
3,108,163,432
219,882,120
Fully paid shares carry one vote per share and carry the right to dividends.
Financial year ended 30 June 2025
On the 26th August 2024 the Company issued 283,333,344 ordinary shares under a placement to professional and
sophisticated investors at an issue price of 1.2 cents per share raising $3,400,000.
On the 14th October 2024 the Company issued 35,115,061 ordinary shares under a pro rata entitlement offer to
existing shareholders at an issue price of 0.12 cents per share raising $421,382.
On the 20th May 2025 the Company issued 384,615,385 ordinary shares under a placement to professional and
sophisticated investors at an issue price of 0.13 cents per share raising $5,000,000.
Financial year ended 30 June 2024
There were no shares issued as part of a capital raising during the year.
ANDROMEDA METALS LIMITED
102
Notes to the financial statements
Share options on issue
OPENING
AS AT 30/6/24
ISSUED
EXERCISED
FORFEITED
LAPSED
CLOSING
AS AT 30/6/24
Unlisted options (i)
1,650,000
-
-
-
-
1,650,000
Listed options (ii)
-
338,448,405
(8,352)
-
-
338,440,053
Listed options (iii)
-
52,312,825
(1,972,789)
(5,918,367)
-
44,421,669
Total
1,650,000
390,761,230
(1,981,141)
(5,918,367)
-
384,511,722
(i) Issued on 3/12/2021 and vest 31/12/2023 with an exercise price of 23.75 cents and an expiry date of 31/12/2025.
(ii) Issued on 14/10/2024 and vet immediately with an exercise price of 1.2 cents and an expiry date of 30/09/2027.
(iii) Issued on 3/12/2024 and vest on multiple dates pending service conditions with an exercise price of 0.00 cents
and an expiry date of 02/12/2027.
Performance rights
OPENING
AS AT 30/6/24
ISSUED
EXERCISED
FORFEITED
LAPSED
CLOSING
AS AT 30/6/25
Performance rights (i)
22,653,500
10,138,200
-
-
-
32,791,700
Performance rights (ii)
-
15,000,000
(15,000,000)
-
-
Total
22,653,500
25,138,200
-
(15,000,000)
-
32,791,700
(i) Initially Issued 22,653,500 rights 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
Additional performance rights were issued on 4/12/2024 following shareholder approval.
(ii) Issued on 31/07/2024 and were subsequently forfeited on the 11/09/2024. Performance rights issued to nominee of
Luke Anderson under the terms of appointment as Managing Director and CEO (immediately prior to the date of
his commencement as director and member of key management personnel).
ANNUAL REPORT 2025 103
Notes to the financial statements
16 RESERVES
30/06/25
$
30/06/24
$
Share option reserve (i)
1,138,231
205,409
NCI acquisition reserve (ii)
926,813
926,813
2,065,044
1,132,222
(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 2025 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:
y
S Ann-Higgins (Executive Chair) – Full Year, appointed Executive Chair 11 September 2024
y
M Wilkes (Non-executive Director) – Full Year
y
A Perrin (Non-executive Director) – Resigned 31 January 2025
y
JD Sorel (Non-executive Director) – Appointed 23 December 2024
y
M Galindo (Non-executive Director) – Appointed 16 January 2025
y
S Clarke (Acting CEO) – Full Year, appointed Acting CEO 11 September 2024
y
J F Ranford (Chief Operating Officer) – Full Year
y
P Alexander-Bossy (Chief Financial Officer) – Full Year
y
R Katsiouleris (CEO and Managing Director) – Resigned 31 July 2024
y
L Anderson (CEO and Managing Director) – Appointed 01 August 2024 and resigned 11 September 2024
The aggregate compensation of Key Management Personnel of the Group is set out below:
YEAR ENDED
30/06/25
$
YEAR ENDED
30/06/24
$
Short-term employee benefits
1,252,022
2,027,341
Other non-cash benefits
17,562
22,456
Superannuation
123,768
139,902
Terminations
-
337,912
Post-employment benefits
25,148
(23,512)
Share-based payments (i)
721,007
(104,196)
2,139,508
2,399,903
(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
104
Notes to the financial statements
19 REMUNERATION OF AUDITORS
30/06/25
$
30/06/23
$
Deloitte and related network firms*
Audit or review of financial reports
– Andromeda Group
124,354
141,681
124,354
141,681
*
The auditor of Andromeda Metals Limited is Deloitte Touche Tohmatsu.
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 2025 (2024: Nil).
21 THIRD PARTY INTERESTS
The Group had interests in unincorporated joint arrangements at 30 June 2025 as follows:
PERCENTAGE
INTEREST 2025
PERCENTAGE
INTEREST 2024
Eyre Kaolin Joint Venture (note i)
51%
-
(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).
On the 15th July 2024, Andromeda confirmed that the company had met the requirements of the Stage 1 earn-in,
thereby earning a 51% interest in the Eyre Kaolin Joint Venture.
The amount included in mining tenements, exploration, and evaluation (Note 9) includes $1,157,517 (2024: $741,643)
relating to the above joint arrangements.
ANNUAL REPORT 2025 105
Notes to the financial statements
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:
2025
$
2024
$
Not later than one year
495,000
455,000
Later than one year but not later than two years:
548,750
360,000
Later than two years but not later than five years:
1,950,000
1,185,000
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:
2025
$
2024
$
Not later than one year
-
197,310
Later than one year but not later than two years:
-
-
Later than two years but not later than five years:
-
-
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.
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:
2025
$
2024
$
Not later than one year
901,714
1,773,082
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:
2025
KEY MANAGEMENT PERSONNEL
TERMS
Galesk Consultancy SLU (M Galindo)
Monthly rate of $8,000 Euro
The Group entered into a consultancy agreement with Galesk Consulting SLU on the 13/04/2023 expiring
31/12/2025. The agreement was in place prior to Mr Galindo appointment as a director on the 16/01/2025.
2024
There were no applicable service agreements for 2024.
ANDROMEDA METALS LIMITED
106
Notes to the financial statements
e) Bank guarantees
The Group has provided restricted cash deposits of $226,381 (2024: $226,023) as security for the following
unconditional irrevocable bank guarantees:
¬
Environment bonds of $10,631 (2024: $10,273) to the Minister for Mineral Resources Department,
South Australia,
¬
A cash deposit of $90,225 (2024: $90,225) to secure a credit card facility,
¬
A rent guarantee of $125,525 (2024: $125,525) to the landlord of the Company’s leased office premises.
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
2025
$
2024
$
Financial assets
Cash and cash equivalents
7,141,892
5,436,262
Trade and other receivables
1,646,795
706,141
Equity Investments
550,152
1,708,280
Deposits
226,381
226,023
Environmental Bonds
55,000
55,000
Financial liabilities
Trade and other payables
1,425,540
2,250,227
Lease liabilities
365,436
581,335
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 $24,947 and decrease by $24,947 (2024: increase by $52,522
and decrease by $52,522). This is mainly attributable to interest rates on bank deposits.
ANNUAL REPORT 2025 107
Notes to the financial statements
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.
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
$
2025
Non-interest bearing
-
1,425,540
-
-
-
-
Interest bearing
3.25%
214,960
150,476
-
-
-
2024
Non-interest bearing
-
2,250,227
-
-
-
-
Interest bearing
3.23%
231,688
223,680
152,316
-
-
Fair value of financial instruments
The fair values of financial assets and financial liabilities are determined as follows:
¬
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.
¬
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.
¬
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
-
-
-
-
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.
ANDROMEDA METALS LIMITED
108
Notes to the financial statements
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.
25 EARNINGS PER SHARE
YEAR ENDED 30/06/25
CENTS PER SHARE
YEAR ENDED 30/06/24
CENTS PER SHARE
Basic earnings per share – Profit / (loss)
(0.18)
(0.23)
Diluted earnings per share – Profit / (loss)
(0.18)
(0.23)
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
(6,038,438)
(7,269,156)
NUMBER
NUMBER
– Weighted average number of ordinary shares
3,417,931,883
3,110,270,932
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
(6,038,438)
(7,269,156)
NUMBER
NUMBER
– Weighted average number of ordinary shares
3,417,931,883
3,110,270,932
YEAR ENDED 30/06/25
NUMBER
YEAR ENDED 30/06/24
NUMBER
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:
– Listed share options
382,861,722
-
– Unlisted share options
1,650,000
1,650,000
– Treasury shares
2,107,500
2,107,500
386,619,222
3,757,500
ANNUAL REPORT 2025 109
Notes to the financial statements
26 CONTROLLED ENTITIES
OWNERSHIP INTEREST
NAME OF ENTITY
COUNTRY OF
INCORPORATION
2025
%
2024
%
Parent entity
Andromeda Metals Limited
(i)
Australia
100%
100%
Subsidiaries
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) (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
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.
ANDROMEDA METALS LIMITED
110
Notes to the financial statements
27 PARENT ENTITY DISCLOSURES
FINANCIAL POSITION
30/06/25
$
30/06/24
$
Assets
Current assets
8,788,687
6,138,985
Non-current assets
151,419,151
151,929,031
Total assets
160,207,838
158,068,016
Liabilities
Current liabilities
1,926,746
2,717,238
Non-current liabilities
347,179
474,843
Total liabilities
2,273,925
3,192,081
Equity
Issued capital
228,045,713
219,882,119
Reserves
1,143,232
210,409
Accumulated profits/(losses)
(71,255,033)
(65,216,594)
Total equity
157,933,912
154,875,934
FINANCIAL PERFORMANCE
YEAR ENDED
30/06/25
$
YEAR ENDED
30/06/23
Profit / (loss) for the year
(5,659,670)
(6,527,209)
Other comprehensive income
-
-
Total comprehensive income / (loss)
(5,659,670)
(6,527,209)
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
ANNUAL REPORT 2025
111
Notes to the financial statements
28 SUBSEQUENT EVENTS
On the 2nd July 2025, the Company issued 293,461,554 Listed Options exercisable at $0.0195 and expiring 2 years
after the date of issue on the 2nd July 2027. The options were free attaching options related to the share placement
on the 12 May 2025 and included 5 million options to the Joint Lead Managers as part of their fees. Shareholder
approval for the issue of the options was obtained at a General Meeting of the Company held on the 30 June 2025.
Additionally, on the 2nd July 2025, the Company issued 15,527,758 service fee options to Non-executive Directors,
Jean-Dominique Sorel and Miguel Galindo in lieu of directors fees for the period from their respective appointments
to the 30th June 2025 with shareholder approval received at the General Meeting held on the 30 June 2025. It
was also agreed Mr Sorel and Mr Galindo would continue to receive service fee options in lieu of the cash payment
directors’ fees from the 1st July 2025 until the earlier of a Final Investment Decision on the Great White Project or the
31st December 2025 (subject to shareholder approval).
On the 18th September 2025, the Company announced the results of the HPA Scoping Study evaluating the
economic potential of producing High Purity Alumina (HPA) from its high quality Great White kaolin. The study
demonstrates the strong economic potential for Andromeda to become a leading global producer of low-cost,
low-carbon HPA. The HPA Scoping Study provided a preliminary market, technical and economic review of the
opportunity and justifies the HPA Project (HPA Project, the Project) progressing towards development.
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.
ANDROMEDA METALS LIMITED
112
Notes to the financial statements
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
As at 30 June 2025
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
ANNUAL REPORT 2025 113
Directors’ declaration
The directors declare that:
a) The attached consolidated financial statements and notes are in accordance with the Corporations
Act 2001, including;
i.
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2025 and its
performance for the year ended on that date; and
ii. complying with the Australian Accounting Standards and the Corporations Regulations 2001
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) In the directors’ opinion, the attached financial statements are in compliance with International Financial
Reporting Standards, as stated in Note 3 to the financial statements;
d) The directors have been given the declarations required by Section 295A of the Corporation Act 2001.
e) In the directors’ opinion, the attached consolidated entity disclosure statement is true and correct.
Signed in accordance with a resolution of the directors made pursuant to Section 295(5) of the
Corporations Act 2001.
On behalf of the directors
Sue-Ann Higgins
Michael Wilkes
Executive Chair
Non-executive Director
Adelaide, South Australia
29 September 2025
ANDROMEDA METALS LIMITED
114
Independent auditor's report
to the members of Andromeda Metals Ltd
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
Independent Auditor’s Report to the Members of Andromeda
Metals Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Andromeda Metals Limited (the “Company”) and its subsidiaries (the
“Group”) which comprises the consolidated statement of financial position as at 30 June 2025, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and
the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including
material accounting policy information and other explanatory information, the consolidated entity disclosure
statement and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
•
Giving a true and fair view of the Group’s financial position as at 30 June 2025 and of its financial
performance for the year then ended; and
•
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our
report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES
110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to
our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the
directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 3 in the financial report which indicates that the Group incurred net losses of $6,038,438,
experienced net cash outflows from operating activities of $4,770,333 and net cash outflows from investing activities
of $1,396,864 for the year end 30 June 2025. As stated in Note 3, these events or conditions, along with other
matters as set forth in Note 3, indicate that a material uncertainty exists that may cast significant doubt on the
group’s ability to continue as a going concern. Our opinion is not modified in respect of the matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report for the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Level 25, Festival Tower,
Station Road
Adelaide SA 5000
Australia
Tel: +61 8 8407 7000
www.deloitte.com.au
ANNUAL REPORT 2025 115
Independent auditor's report
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter
How the scope of our audit responded to the Key Audit Matter
As at 30 June 2025, the carrying value of
exploration and evaluation assets amounts
to $144,022,614 including additions of
$2,834,811 as disclosed in Note 9.
Significant judgement is applied in
determining the treatment of exploration
and evaluation expenditure including:
•
treatment of exploration and evaluation
expenditure during the year;
o
whether the conditions for
capitalisation are satisfied;
o
which elements of exploration
and evaluation expenditure
qualify for capitalisation; and
o
whether the costs associated
with exploration and
evaluation expenditure is
complete.
•
whether the carrying value of
exploration and evaluation assets is
recoverable;
o
the Group's intention and
ability to proceed with a future
work program;
o
the likelihood of license
renewal or extension; and
o
the expected or actual success
of resource evaluation and
analysis.
•
the classification of assets as
Exploration and Evaluation Assets or
Development Assets.
Our procedures associated with exploration and evaluation
expenditure incurred during the year included, but were not
limited to:
•
obtaining an understanding of the Group's key controls over
the capitalisation or expensing of exploration and evaluation
expenditure; and
•
testing, on a sample basis, exploration and evaluation
expenditure to confirm the nature of the costs incurred, and
the appropriateness of the classification between asset and
expense; and
•
assessing the completeness of costs capitalised.
Our procedures associated with the carrying value of exploration
and evaluation assets included, but were not limited to:
•
obtaining an understanding of the Group's key controls
relating to the identification of indicators of impairment;
•
evaluating management's impairment indicator assessment,
including consideration as to whether any events exist at the
reporting date which may indicate that exploration and
evaluation assets may not be recoverable:
o
obtaining a schedule of the area of interest held by the
Group and confirming whether the rights to tenure of
that area of interest remained current at balance date.
This included confirming that an active renewal
application had been lodged where a licence had expired;
and
o
holding discussions with management as to the status of
ongoing exploration programs in the respective area of
interest; and
o
assessing whether any facts or circumstances existed to
suggest impairment testing was required.
Our procedures associated with the classification of Exploration &
Evaluation Assets included, but were not limited to:
•
holding discussions with management in relation to any
commitments;
•
review of board minutes and contracts to assess whether
these would indicate that a final investment decision has been
made; and
•
performing subsequent events procedures to identify if any
final investment decision has been made after the reporting
date.
We also assessed the adequacy of the disclosures in Note 3 and 9
to the financial statements.
ANDROMEDA METALS LIMITED
116
Independent auditor's report
Other Information
The directors are responsible for the other information. The other information comprises the information included in
the Group’s annual report for the year ended 30 June 2025, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors are responsible:
•
For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a
true and fair view of the financial position and performance of the Group in accordance with Australian
Accounting Standards; and
•
For such internal control as the directors determine is necessary to enable the preparation of the financial
report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial
position and performance of the Group, and is free from material misstatement, whether due to fraud or
error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
ANNUAL REPORT 2025
117
Independent auditor's report
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
•
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business activities within the Group as a basis for forming an opinion on the
Group financial report. We are responsible for the direction, supervision and review of the audit work
performed for the purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in
the audit of the financial report of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 54 to 75 of the Directors’ Report for the year ended 30
June 2025.
In our opinion, the Remuneration Report of Andromeda Metals Limited, for the year ended 30 June 2025, complies
with section 300A of the Corporations Act 2001.
ANDROMEDA METALS LIMITED
118
Independent auditor's report
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in
accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
DELOITTE TOUCHE TOHMATSU
Darren Hall
Partner
Chartered Accountants
Adelaide, 29 September 2025
ANNUAL REPORT 2025 119
Shareholder information
as at 16 September 2025
FULLY PAID ORDINARY SHARES
DISTRIBUTION AND NUMBER OF SHAREHOLDERS
RANGE
TOTAL HOLDERS
UNITS
% UNITS
1 - 1,000
451
89,885
0.00
1,001 - 5,000
1,680
5,167,816
0.14
5,001 - 10,000
1,526
12,037,999
0.32
10,001 - 100,000
5,151
208,899,769
5.47
100,001 - 500,000
2,270
536,309,930
14.05
500,001 - 1,000,000
526
388,048,164
10.17
1,000,001 over
655
2,666,122,845
69.85
Rounding
0.00
Total
12,259
3,816,676,408
100.00
UNMARKETABLE PARCELS
MINIMUM PARCEL SIZE
HOLDERS
UNITS
Minimum $ 500.00 parcel at $ 0.0200 per unit
25,000
5,623
49,804,754
TOP 20 SHAREHOLDERS
RANK NAME
ADN ORDINARY SHARES
%
1
CITICORP NOMINEES PTY LIMITED
170,018,825
4.45
2
BURATU PTY LTD
109,662,376
2.87
3
FINCLEAR SERVICES PTY LTD
48,743,648
1.28
4
MR ADONIS KIRITSOPOULOS + MS JENNIFER ANNE FORD
42,501,641
1.11
5
LJ & K THOMSON PTY LTD
39,453,815
1.03
6
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
34,308,682
0.90
7
BNP PARIBAS NOMINEES PTY LTD
32,550,981
0.85
8
YARRAANDOO PTY LTD
30,407,804
0.80
9
DEBUSCEY PTY LTD
30,000,000
0.79
10
MR RYAN VAN DER MERWE
29,300,000
0.77
11
MR LEIGH CHARLES MARTIN
25,000,000
0.66
11
MR RYAN A MCMAHON
25,000,000
0.66
11
SURPION PTY LTD
25,000,000
0.66
14
KINETIC WEALTH ADVISERS PTY LTD
23,000,000
0.60
15
MR STEPHEN GAMBLE
20,300,000
0.53
16
PENINTERGEN PTY LTD
19,250,000
0.50
17
H & A FRIGGER PTY LTD
17,110,000
0.45
18
HAWKSBURN CAPITAL PTE LTD
17,030,235
0.45
19
BNP PARIBAS NOMS PTY LTD
15,811,544
0.41
20
MR JASON MARK SCREEN
15,000,000
0.39
20
MR JAGDISH MANJI VARSANI
15,000,000
0.39
Total holding of top 20 shareholders
784,429,551
16.16
SUBSTANTIAL SHAREHOLDERS
There are no substantial shareholders in the Company, holding 5% or more shares on issue.
ANDROMEDA METALS LIMITED
120
OPTIONS
There are 403 holders of listed options with an exercise price of $0.0175 and expiring 30/09/2027: 338,440,053
There are 65 holders of listed options with an exercise price of $0.0195 and expiring 02/07/2027: 293,461,554.
There is one holder of unlisted options with an exercise price of $0.2375 and expiring 31/12/2025: 1,650,000.
There are six holders of unlisted options with an exercise price of $0.0000 and expiring 02/12/2027: 43,061,124.
There are two holders of unlisted options with an exercise price of $0.0000 and expiring 02/07/2028: 15,527,758.
UNLISTED PERFORMANCE RIGHTS – ISSUED TO DIRECTORS AND EMPLOYEES
There are 10 holders of performance rights with performance hurdles to be achieved by 31/12/2027: 31,692,000.
LISTED OPTIONS
DISTRIBUTION AND NUMBER OF OPTION HOLDERS - Exercise price of $0.0175 and expiring 30/09/2027
RANGE
TOTAL HOLDERS
UNITS
% UNITS
1 - 1,000
47
20,968
0.01
1,001 - 5,000
69
185,319
0.05
5,001 - 10,000
44
345,052
0.10
10,001 - 100,000
116
4,401,492
1.30
100,001 - 500,000
47
13,565,207
4.01
500,001 - 1,000,000
28
23,495,960
6.94
1,000,001 over
52
296,426,055
87.59
Rounding
0.00
Total
403
338,440,063
100.00
TOP 20 OPTION HOLDERS - Exercise price of $0.0175 and expiring 30/09/2027
RANK NAME
UNITS
%
1
MR NICHOLAS BARADAKAS
60,000,000
17.73
2
MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTY LIMITED
37,500,001
11.08
3
MR MARK PHILLIP TURNER
18,000,000
5.32
4
PALISADES INVESTMENTS LTD
16,666,667
4.92
5
MR MATTHEW HENDER + MS TATIANA ARELLANO
11,432,531
3.38
6
MR RYAN VAN DER MERWE
11,041,666
3.26
7
MR LEMUEL CHERLOABA
10,000,000
2.95
7
MR DEREK ROBERT MC COMBER + MRS SUSAN MC COMBER
10,000,000
2.95
9
BURATU PTY LTD
9,000,000
2.66
10
MR ANTHONY MICHAEL AWDJEW
8,180,217
2.42
11
MR CORNELIS WILHELMUS ANTONIUS DUIKER
7,893,664
2.33
12
MRS JULIE FLOYD + MR COLIN PETER FLOYD
7,000,000
2.07
13
MR COLIN BRUCE RITCHIE
4,750,000
1.40
14
BEARAY PTY LIMITED
4,166,666
1.23
15
CERTANE CT PTY LTD
4,000,000
1.18
15
MR SEAN MICHAEL DWYER
4,000,000
1.18
17
MISS MICHELLE FAYE WALD
3,950,000
1.17
18
MR ADRIAN ANTHONY GRAY
3,326,681
0.98
19
MR WADE RADISICH
3,250,000
0.96
20
MR GILES DAVID MARKEY + MRS ANDREA GWYNETH MARKEY
3,000,000
0.89
20
MR PETER JAMES TAYLOR
3,000,000
0.89
20
TIMBERLINE CAPITAL PTY LTD
3,000,000
0.89
Shareholder information
as at 16 September 2025
ANNUAL REPORT 2025
121
DISTRIBUTION AND NUMBER OF OPTION HOLDERS - Exercise price of $0.0195 and expiring 02/07/2027
RANGE
TOTAL HOLDERS
UNITS
% UNITS
1 - 1,000
2
2
0.00
1,001 - 5,000
0
0
0.00
5,001 - 10,000
0
0
0.00
10,001 - 100,000
2
113,127
0.04
100,001 - 500,000
16
4,784,935
1.63
500,001 - 1,000,000
10
8,468,440
2.89
1,000,001 over
35
280,095,050
95.45
Rounding
-0.01
Total
65
293,461,554
100.00
TOP 20 OPTION HOLDERS - Exercise price of $0.0195 and expiring 02/07/2027
RANK NAME
UNITS
%
1
CITICORP NOMINEES PTY LIMITED
59,134,616
20.15
2
MR PETER ANDREW PROKSA
30,070,427
10.25
3
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
20,610,002
7.02
4
MRS SRADDHA NITESHKUMAR PATEL
20,000,000
6.82
5
MR RYAN VAN DER MERWE
18,217,131
6.21
6
MR DEREK ROBERT MC COMBER + MRS SUSAN MC COMBER
10,000,000
3.41
7
BURATU PTY LTD
9,135,630
3.11
8
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
8,550,000
2.91
9
LATTICE ECOMMERCE PTY LTD
7,500,000
2.56
9
SURPION PTY LTD
7,500,000
2.56
11
MR ANDRE VISAGIE
7,100,000
2.42
12
PENINSULA EXPLORATION PTY LTD
6,000,000
2.04
13
HAWKSBURN CAPTITAL PTE LTD
5,778,225
1.97
14
MR SEONG YUN KANG
5,750,000
1.96
15
L J & K THOMSON PTY LTD
5,625,000
1.92
16
MR DEREK ROBERT MCCOMBER + MRS SUSAN MCCOMBER
5,000,000
1.70
16
MR MATTHEW RICHARD PERRY + MRS MICHELE FAY PERRY
5,000,000
1.70
18
MR JOHN RORY JAKUPI
3,656,674
1.25
19
MR MEDHAT SAWIRES
3,500,000
1.19
20
NETWEALTH INVESTMENTS LIMITED
3,317,308
1.13
Shareholder information
as at 16 September 2025
ANDROMEDA METALS LIMITED
122
Glossary
CONTENT
EXPANSION
$ / AUD
All prices are in Australian dollars, unless otherwise stated
$m
Millions of dollars
4N / 5N / 6N
High purity alumina (HPA) with purity of 99.99% (4N) / 99.999% (5N) / 99.9999% (6N)
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
FY25
Financial Year 2025, for the financial year ending 30 June, 2025
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
kt
Thousand tonnes
LTI
Long-term incentive
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
SBPP
Streaky Bay Pilot Plant
SEB
Significant Environmental Benefit
STI
Short-term incentive
tpa
Tonnes per annum
TFR
Total fixed remuneration
TSR
Total shareholder returns
$US / USD
US Dollar
wmt
Wet metric tonnes
ANNUAL REPORT 2025 123
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