1,136,893 0.52% 20 Alkat Pty Ltd 1,099,543 0.50% Total 130,272,717 59.58% On Market Buy Back There is no current on-market buy-back. Restricted Securities The Company has no restricted securities on issue. Barton Gold Holdings Limited Additional Information 59 List of Stock Exchanges where the Company’s securities are currently quoted The Company’s ordinary shares are listed on: 1. Australian Securities Exchange and the Home Exchange is Perth (Code: BGD); 2. OTCQB (Code: BGDFF); and 3. Frankfurt Securities Exchange (Code: BGD3). Corporate Governance The Company’s 2024 Corporate Governance Statement is available in the Corporate Governance section of the Company’s website: https://bartongold.com.au/corporate/governance/ This document is reviewed regularly to address any changes in governance practices and the law. Barton Gold Holdings Limited Schedule of Mining Tenements As at 30 June 2024 60 Schedule of Mining Tenements Tenement Location Nature of Interest Interest as at 30 June Tunkillia 2 Pty Ltd EL6639 South Australia Granted 100% EL5901 South Australia Granted 100% EL6845 South Australia Granted 100% Tarcoola 2 Pty Ltd EL6167 South Australia Granted 100% EL6210 South Australia Granted 100% EL6860 South Australia Granted 100% ML6455 South Australia Granted 100% Challenger 2 Pty Ltd EL6625 1 South Australia Granted 100% EL6012 1 South Australia Granted 100% EL6173 1 South Australia Granted 100% EL6502 1 South Australia Granted 100% EL6532 1 South Australia Granted 100% ML6103 South Australia Granted 100% ML6457 South Australia Granted 100% MPL63 South Australia Granted 100% MPL65 South Australia Granted 100% MPL66 South Australia Granted 100% 1) Tenements EL 6625, EL 6012, EL 6173, EL 6532, EL 5998, EL 6569 and the southern portion of EL 6502 comprise tenements originally subject to the former Western Gawler Craton Joint Venture (WGCJV) from which the Company withdrew by notice dated 1 September 2023, effective on or about 9 November 2023.Accordingly, while the Company holds title to these tenements, it presently holds a 0% gold rights interest. Barton Gold Holdings Limited Annual Mineral Resource Statement As at 30 June 2024 61 Annual Mineral Resource Statement The Company carries out an annual review of its Mineral Resources as required by the ASX Listing Rules. The review was carried out as at 30 June 2024. The estimates for Mineral Resources were prepared and disclosed under the JORC Code 2012. Total Attributable Mineral Resource Inventory as at 30 June 2024 Project Zone Indicated Inferred Total MT g/t Au koz Au MT g/t Au koz Au MT g/t Au koz Au Tunkillia* 100% Area 223 Oxide zone 0.71 1.29 30 0.8 0.95 25 1.52 1.11 54 Transitional zone 3.06 1.19 117 3.8 0.87 106 6.84 1.01 223 Fresh zone 22.0 0.92 648 15.9 0.88 453 37.9 0.90 1,100 Total Area 223 25.8 0.96 794 20.5 0.88 583 46.3 0.93 1,378 Area 51 Oxide zone - - - 0.19 0.87 5 0.19 0.87 5 Transitional zone - - - 1.02 0.72 24 1.02 0.72 24 Fresh zone 0.93 0.87 26 2.84 0.66 60 3.77 0.71 86 Total Area 51 0.93 0.87 26 4.05 0.68 89 4.98 0.72 115 Total Tunkillia 26.7 0.96 820 24.6 0.85 672 51.3 0.91 1,493 Tarcoola* 100% Perseverance Pit Oxide zone - - - 0.00 0.62 - 0.00 0.62 0 Transitional zone 0.01 1.34 0 0.01 1.00 0 0.01 1.14 1 Fresh zone 0.18 2.12 12 0.11 1.89 7 0.30 2.03 19 Total Perseverance Pit 0.19 2.10 13 0.12 1.83 7 0.31 1.99 20 Stockpile Oxide zone - - - 0.17 1.20 7 0.17 1.20 7 Fresh zone - - - 0.06 1.40 3 0.06 1.40 3 Total Stockpile - - - 0.23 1.30 10 0.23 1.30 10 Total Tarcoola 0.19 2.10 13 0.35 1.48 17 0.54 1.70 30 Challenger* 100% Above 215 RL Fault - - - 0.32 4.10 43 0.32 4.10 43 Challenger Deeps (below 90m RL) - - - 0.21 3.50 23 0.21 3.50 23 Total Challenger - - - 0.53 3.90 66 0.53 3.90 66 Total 26.9 0.96 833 25.4 0.92 754 52.3 0.94 1,588 Total Attributable Mineral Resource Inventory as at 30 June 2023 Project Zone Indicated Inferred Total MT g/t Au koz Au MT g/t Au koz Au MT g/t Au koz Au Tunkillia* 100% Oxide zone 0.3 1.19 11 0.3 1.00 8 .5 1.10 19 Transitional zone 3.7 1.05 124 2.91 0.87 82 6.61 0.97 206 Fresh zone 18.0 0.92 535 12.8 0.96 394 30.9 0.94 929 Total Tunkillia 22.0 0.95 670 16.0 0.94 484 38.0 0.94 1,154 Tarcoola* 100% Perseverance Pit 0.07 1.7 3.8 0.07 1.1 2.4 0.14 1.4 6.2 Low grade stockpile – oxide - - - 0.17 1.2 6.9 0.17 1.2 6.9 Low grade stockpile - fresh - - - 0.06 1.4 2.7 0.06 1.4 2.7 Total Tarcoola 0.07 1.7 3.8 0.30 1.2 12.0 0.37 1.3 15.8 Challenger* 100% Above 215 RL Fault - - - 0.32 4.1 42.6 0.32 4.1 42.6 Challenger Deeps (below 90m RL) - - - 0.21 3.5 23.0 0.21 3.5 23.0 Total Challenger - - - 0.53 3.9 65.6 0.53 3.9 65.6 WGCJV*^ (~19-21%) Golf Bore 0.6 1.0 18 3.2 1.0 100 3.8 1.0 119 Campfire Bore - - - 2.8 1.2 109 2.8 1.2 109 Greenewood 0.1 1.4 7 0.8 1.6 39 0.9 1.6 46 Monsoon - - - 0.6 0.8 17 0.6 0.8 17 Typhon - - - 0.3 1.9 16 0.3 1.9 16 Mainwood - - - 0.4 1.1 12 0.4 1.1 12 0.7 1.1 25 7.99 1.1 294 8.7 1.1 319 Total 22.2 1.0 679 18.4 1.0 618 40.6 1.0 1,297 Barton Gold Holdings Limited Annual Mineral Resource Statement As at 30 June 2024 62 *The table shows complete JORC Mineral Resources Estimate (MRE) for each Project on a 100% basis. The figures subject to rounding; tonnages are dry-metric tonnes; all Mineral Resources classified as ‘inferred’ are approximate; cut-off grades applied are 0.4 g/t Au (Tunkillia Area 223), 0.5 g/t Au (Tunkillia Area 51), 0.5 g/t Au (Tarcoola Perseverance), 0.4 g/t Au (Tarcoola Stockpiles) and 2.0 g/t Au (Challenger). Estimation Governance Statement The Company ensures that all exploration results and Mineral Resource estimations are subject to appropriate levels of governance and internal controls. Exploration results are collected and managed by an employee of the Company who is an experienced and competent qualified geologist. All data collection activities are conducted to industry standards based on a framework of quality assurance and quality control protocols covering all aspects of sample collection, topographical and geophysical surveys, drilling, sample preparation, physical and chemical analysis and data and sample management. Mineral Resource estimates are prepared by qualified independent Competent Persons. If there is a material change in the estimate of a Mineral Resource, the estimate and supporting documentation in question is reviewed by a suitably qualified independent Competent Person. The Company reviews and reports its Mineral Resources on an annual basis in accordance with JORC Code 2012. The information in this report relating to historic Exploration Results and Mineral Resources is extracted from the Company’s Prospectus dated 14 May 2021 or as otherwise noted, and is available from the Company’s website at www.bartongold.com.au or on the ASX website www.asx.com.au. The Company confirms that it is not aware of any new information or data that materially affects the Exploration Results and Mineral Resource information included in previous announcements and, in the case of estimates of Mineral Resources, that all material assumptions and technical parameters underpinning the estimates, and any production targets and forecast financial information derived from the production targets continue to apply and have not materially changed. The Company confirms that the form and context in which the applicable Competent Persons’ findings are presented have not been materially modified from the previous announcements. Competent Persons (Tarcoola) The information in this Annual Report that relates to the estimate of open pit Mineral Resources for the Tarcoola Gold Project is based upon, and fairly represents, information and supporting documentation compiled by Mr Ian Taylor BSc (Hons). Mr Taylor is an employee of Mining Associates Pty Ltd and has acted as an independent consultant on Barton Gold’s Tarcoola Gold Project, South Australia. Mr Taylor is a Fellow and certified Professional of the Australian Institute of Mining and Metallurgy (FAusIMM (CP Geo) 110090) and has sufficient experience with the style of mineralisation, the deposit type under consideration and to the activity being undertaken, 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). The information in this Annual Report that relates to the estimate of stockpile Mineral Resources for the Tarcoola Project is based upon, and fairly represents, information and supporting documentation compiled by Dr Andrew Fowler MAusIMM CP (Geo). Dr Fowler is an employee of Mining Plus Pty Ltd and has acted as an independent consultant on Barton Gold’s Tarcoola Project, South Australia. Dr Fowler is a Member of the Australian Institute of Mining and Metallurgy (AusIMM) and has sufficient experience with the style of mineralisation, the deposit type under consideration and to the activity being undertaken, 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). The information in this Annual Report that relates to Exploration Results for the Tarcoola Gold Project prior to 15 November 2021 (including drilling, sampling, geophysical surveys and geological interpretation) is based upon, and fairly represents, information and supporting documentation compiled by Mr Colin Skidmore BSc Hons (Geology) MAppSc. Mr Skidmore is an employee of Mining Plus Pty Ltd a1nd has acted as an independent consultant on Barton Gold’s Tarcoola Gold Project, South Australia. Mr Skidmore is a Member of the Australian Institute of Geoscientists (AIG Member 05415)) and has sufficient experience with the style of mineralisation, the deposit type under consideration and to the activity being undertaken, to qualify as a Competent Person as defined in the JORC Code. Competent Persons Statements Barton Gold Holdings Limited Annual Mineral Resource Statement As at 30 June 2024 63 The information in this Annual Report that relates to Exploration Results for the Tarcoola Gold Project after 15 November 2021 (including drilling, sampling, geophysical surveys and geological interpretation) is based upon, and fairly represents, information and supporting documentation compiled by Mr Marc Twining BSc Hons (Geology). Mr Twining is a full-time employee of Barton Gold Holdings Limited and is a Member of the Australasian Institute of Mining & Metallurgy (AusIMM Member 112811) and has sufficient experience with the style of mineralisation, the deposit types under consideration and to the activity being undertaken, to qualify as a Competent Person as defined in the JORC Code. Mr Twining consents to the inclusion in this report of the matters based upon this information in the form and context in which it appears and to this Annual Mineral Resource Statement as a whole. Competent Person (Tunkillia) The information in this Annual Report that relates to the estimate of Mineral Resources for the Tunkillia Project is based upon, and fairly represents, information and supporting documentation compiled by Dr Andrew Fowler MAusIMM CP (Geo). Dr Fowler is an employee of Mining Plus Pty Ltd and has acted as an independent consultant on Barton Gold’s Tunkillia Project, South Australia. Dr Fowler is a Member of the Australian Institute of Mining and Metallurgy (AusIMM) and has sufficient experience with the style of mineralisation, the deposit type under consideration and to the activity being undertaken, 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). The information in this Annual Report that relates to Exploration Results for the Tunkillia Gold Project prior to 15 November 2021 (including drilling, sampling, geophysical surveys and geological interpretation) is based upon, and fairly represents, information and supporting documentation compiled by Mr Colin Skidmore BSc Hons (Geology) MAppSc. Mr Skidmore is an employee of Mining Plus Pty Ltd and has acted as an independent consultant on Barton Gold’s Tunkillia Gold Project, South Australia. Mr Skidmore is a Member of the Australian Institute of Geoscientists (AIG Member 05415)) and has sufficient experience with the style of mineralisation, the deposit type under consideration and to the activity being undertaken, to qualify as a Competent Person as defined in the JORC Code. The information in this Annual Report that relates to new Exploration Results for the Tunkillia Gold Project after 15 November 2021 (including drilling, sampling, geophysical surveys and geological interpretation) is based upon, and fairly represents, information and supporting documentation compiled by Mr Marc Twining BSc Hons (Geology). Mr Twining is a full-time employee of Barton Gold Holdings Limited and is a Member of the Australasian Institute of Mining & Metallurgy (AusIMM Member 112811) and has sufficient experience with the style of mineralisation, the deposit types under consideration and to the activity being undertaken, to qualify as a Competent Person as defined in the JORC Code. Mr Twining consents to the inclusion in this report of the matters based upon this information in the form and context in which it appears and to this Annual Mineral Resource Statement as a whole. Competent Person (Challenger) The information in this Annual Report that relates to the estimate of Mineral Resources for the Challenger Mine is based upon, and fairly represents, information and supporting documentation compiled by Mr Dale Sims, a Competent Person, who is a Chartered Professional Fellow of the Australasian Institute of Mining and Metallurgy (AusIMM) and a Member of the Australian Institute of Geoscientists (AIG). Mr Sims is the principal of Dale Sims Consulting Pty Ltd and an independent consultant engaged by Barton Gold for this work and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as Competent Person as defined in the JORC Code. Barton Gold Holdings Limited Statement of Risks 30 June 2024 64 Statement of Risks Several factors may adversely affect the Company’s future exploration, development and financial performance. The following is a non-exhaustive list of general, mining and Company-specific risks. The Company encourages all prospective shareholders to be familiar with these risk factors. A more detailed discussion of these risk factors can be found in the Company’s Prospectus dated 14 May 2021, a copy of which can be found on the ASX platform and the ‘Investor’ section of the Company’s website. Risks Specific to the Company There are several risk factors specific to the Company and its specific circumstances, including: (a) Limited operational history The Company has limited operational history, and no assurance can be given that the Company will achieve commercial viability through successful exploration and development of its Projects. (b) Contractual risk The Company’s ability to achieve its stated objectives may be materially affected by the performance of counterparties, which may default on their obligations under the contracts leading to termination of the contracts, the Company approaching a court to seek legal remedy, or the payment of damages. (c) New projects and acquisitions New business opportunities in the form of direct project acquisitions, joint ventures, farm-ins, acquisition of tenements/permits, and/or direct equity participation may require the Company reallocating funds from existing projects and/or raising additional capital (if available). (d) Future capital requirements and debt finance risk The Company has no, and is unlikely to have, regular operating revenue unless and until its projects are successfully developed. The Company will likely require further capital to fund ongoing exploration and development, a lack of access to which will adversely affect the Company’s business and assets. (e) Land and Tenements access risk The Company may not successfully obtain the access rights required for exploration activities. Additionally, the Company may not be able to access its projects due to natural disasters, adverse weather conditions, political unrest, hostilities or failure to obtain the relevant approvals and consents. (f) Sovereign risk and legal / policy risks While Australia is generally regarded as holding low sovereign risk, exploration and mining investment carry risks including economic, social, political, laws affecting foreign ownership, taxation, exchange rates and controls, licensing, environmental, labour relations and other government regulations. (g) Reliance on key personnel The Company relies on key personnel including its Directors and executive management, the loss of whose services may adversely affect the Company. Difficulties attracting and retaining such staff during period of high demand in the industry may adversely affect the Company. (h) Reliance on external contractors Third party contractors may not be available to perform services when required or on acceptable terms, and performance is subject to risk of dispute, equipment and staff shortages, and default of contract terms for quality, safety, environmental compliance and timeliness, and contractor insolvency. (i) Climate change risks Climate change risks include new or expanded regulations related to climate change mitigation, and that climate change may cause certain unpredictable physical and environmental risks including increased severity of weather patterns, extreme weather events and shifting climate patterns. Barton Gold Holdings Limited Statement of Risks 30 June 2024 65 Mining Industry Risks There are several factors specific to any entity operating in mineral exploration or mining, including: (a) Tenement tenure and renewal risks Tenement interests impose conditions including rent and expenditure commitments, are subject to annual review / periodic renewal, and may be subject to third party contracts and risk. Tenements may be subject to future additional conditions, penalties, objections or forfeiture applications. (b) Permitting, licence and approval risk Exploration and mining require exploration licence(s) and mineral lease(s) which are subject to the discretion of Government agencies and officials. There is no assurance that the Company will be able to obtain or renew all requisite permits, licences and approvals, or on a timely or acceptable basis. (c) Exploration and development risks Exploration and development undertakings are high-risk and experience, knowledge and careful evaluation may not overcome these risks. There is no assurance that exploration will result in discovery or development of an economically viable deposit of minerals. (d) Mining risks Mining processing projects are relatively high-risk commercial operations. Each orebody is unique, and its operational performance can never be wholly predicted. Deposit tonnes, grade and mineral content are estimates only, are not precise calculations, and are a very small sample of the entire orebody. (e) Operational risks The Company's activities are subject to numerous operational risks, many of which are beyond the Company’s control, and may be curtailed, delayed or cancelled as a result of several factors. The Company will endeavour to take appropriate action to mitigate these operational risks. (f) Metallurgy risks Mineral recoveries are dependent upon metallurgical processes to liberate economically saleable products and contain significant elements of risk such as identifying and developing a viable process through test work, and changes in mineralogy in the ore deposit which cause inconsistent recoveries. (g) Mineral Resources and Ore Reserves estimation risks Estimates of Ore Reserves and Mineral Resources are imprecise and are expressions of judgement based on knowledge, experience and industry practice and may alter significantly when new information or techniques become available. (h) Payment and expenditure obligations risks The Company’s tenements are subject to payment and other obligations including minimum work commitments, and failure to meet these can result in tenement forfeiture or liability to penalties or fees. (i) Commodities prices and exchange rate volatility risks The Company's assets may be affected by fluctuations in commodity prices and exchange rates, such as the USD and AUD denominated gold prices and the AUD / USD exchange rate. These can fluctuate rapidly and widely and are affected by numerous factors beyond the control of the Company. (j) Competition risk The Company’s industry is subject to domestic and global competition including major mineral exploration and production companies. The Company will have no influence over the activities of its competitors which may affect the operating and financial performance of the Company's interests. (k) Native Title risks The Native Title Act 1993 (Cth) recognises and protects the rights of Aboriginal and Torres Strait Islander people in land and waters according to their traditional laws and customs. Additional development restrictions and protections apply in South Australia through Part 9B of the Mining Act. There is significant uncertainty associated with Native Title laws and how they may affect operations. Barton Gold Holdings Limited Statement of Risks 30 June 2024 66 (l) Aboriginal Heritage Risk Aboriginal sites may exist on the land underlying tenements, the presence of which is protected by State and Commonwealth laws which may adversely impact on exploration and mining activities, including that they may preclude, or limit mining activities and clearance delays and expenses may occur. (m) Third party risks The Company may require consents from, or need to pay compensation to, third parties with interests overlaying its tenements including pastoral leases, petroleum tenure and other exploration or mining tenure. Delays or failure to obtain consents or pay compensation may adversely impact the Company. (n) Environmental risk Breaching South Australian and Australian environmental laws regulations could incur significant liabilities including penalties or require cessation of operations. Environmental approvals may impose certain conditions (and/or costs) which prevent the Company from undertaking its desired activities. (o) Heritage and sociological risk Some of the Company’s tenements may be of significance from a heritage or sociological perspective, including Native Title issues. Some sites of significance may be identified within the Tenements and the Company may be hindered by legal and cultural restrictions on mining those tenements. (p) Regulatory risk The Company will require regulatory approvals and licences to undertake operations. There is no guarantee that such approvals and licences will be granted, or that various conditions imposed will not adversely impact on the cost or the ability of the Company to mine the tenements. (q) Royalties risk Each project operated by the Company will be subject to South Australian State royalties and private royalties. If South Australian State royalties rise, the profitability and commercial viability of the Company's projects may be negatively impacted. (r) Health and safety risks There are many health and safety risks associated with mining including travel, heavy machinery operation and exposure to hazardous substances, which may cause personal injury or loss of life, property damage or environmental contamination, and suspension of operations, penalties or liabilities. General Risks There are several general factors which may impact the Company, including: (a) Economic risks General economic conditions, inflation, exchange and interest rates and commodity prices may affect the Company's exploration, development and production activities, its ability to fund those activities, and Company’s financial performance. (b) Market conditions risks Trade in the Company’s securities may be unrelated to the Company's operating and financial performance and beyond the control of the Company, and the market price of the securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities. (c) Liquidity and realisation risks There is no guarantee that an active market in the Company’s securities will develop or continue, and if a market does not develop or is not sustained it may be difficult for investors to sell their securities, as there may be relative few, if any, potential buyers or sellers of the securities at any time. (d) Force majeure risks The Company's projects may be adversely affected by risks outside the control of the Company including labour unrest, subversive activities or sabotage, natural disasters, disease, extreme weather conditions, industrial disasters, acts of war and terrorism or other catastrophes of various types. Barton Gold Holdings Limited Statement of Risks 30 June 2024 67 (e) Changes in law, government policy and accounting standards risks The Company’s activities may be impacted by legal, regulatory (including matters at the Government’s discretion) and other changes including in respect of Native Title, environmental, labour, taxation and royalties, accounting standards and other matters, which changes are often unpredictable. (f) Litigation risks The Company is exposed to possible litigation risks including Native Title claims, tenure disputes, environmental claims, occupational health and safety claims, contractual claims and employee claims. Disputes may result in litigation and impact the Company's operations and financial performance. (g) Insurance risks There is no assurance that the Company will be able to obtain insurance cover for all risks faced at reasonable rates, that such insurance will be adequate and available to cover all possible claims, or that it will provide adequate cover for any loss sustained. (h) Taxation The acquisition and disposal of the Company’s securities will have tax consequences which will differ depending on the individual financial affairs of each investor. (i) Unforeseen expenditure risk The Company may be subject to significant unforeseen or unplanned expenses or actions including operating expenses, legal actions or in relation to unforeseen events. There is the risk that additional funds may be required to cover such unplanned expenses and to fund the Company's future objectives. (j) Infectious diseases (including COVID-19) Coronavirus disease (COVID-19) has materially affected global economic markets, which face continued uncertainty due to the pandemic which may continue to significantly impact capital markets. There is no certainty that similar infectious disease events will not occur to adverse effect in the future.