Blue Star Helium Limited And Controlled Entities ABN: 49 623 130 987 ANNUAL REPORT For the Year Ended 31 December 2024 CONTENTS Blue Star Helium Limited and Controlled Entities CORPORATE DIRECTORY 1 CHAIRMAN’S LETTER TO SHAREHOLDERS 2 DIRECTORS’ REPORT 4 CORPORATE GOVERNANCE 23 AUDITOR’S INDEPENDENCE DECLARATION 24 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 25 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 26 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 27 CONSOLIDATED STATEMENT OF CASH FLOWS 28 NOTES TO THE FINANCIAL STATEMENTS 29 CONSOLIDATED ENTITY DISCLOSURE STATEMENT 57 DIRECTORS’ DECLARATION 58 INDEPENDENT AUDITOR’S REPORT 59 SHAREHOLDER INFORMATION 64 LIST OF INTERESTS 67 CORPORATE DIRECTORY Blue Star Helium Limited and Controlled Entities 1 DIRECTORS Neil Rinaldi Non-Executive Chairman Trent Spry Managing Director and Chief Executive Officer Gregg Peters Non-Executive Director SECRETARY Amanda Wilton-Heald REGISTERED OFFICE Level 8, London House 216 St Georges Terrace Perth WA 6000 BUSINESS OFFICE 194 Hay Street Subiaco WA 6008 Telephone: +61 8 9481 0389 Facsimile: +61 8 9463 6103 WEBSITE & EMAIL www.bluestarhelium.com info@bluestarhelium.com SHARE REGISTRY Automic Registry Services Pty Ltd Level 5 191 St Georges Terrace Perth WA 6000 Telephone: +61 8 9324 2099 AUDITORS Stantons Level 2 40 Kings Park Road West Perth WA 6005 STOCK EXCHANGE LISTING Australian Securities Exchange ASX Code: BNL OTC Markets OTC: BSNLF CHAIRMAN’S LETTER TO SHAREHOLDERS Blue Star Helium Limited and Controlled Entities 2 Dear Shareholders, I am pleased to provide you with Blue Star Helium’s Annual Report for the financial year ended 31 December 2024. It has been a transformational year for the Company marked by meaningful advances at our helium development at Galactica/Pegasus, and the delineation of new growth opportunities in Colorado to augment our high-quality helium asset portfolio in Las Animas County. In May 2024, we commenced stage one development works at Galactica/Pegasus through the successful drilling of our first development well at State 16 SWSE 3054 (State 16). State 16 returned a significant helium discovery with helium concentrations containing an average 1.65% helium from the lab, and up to 1.90% air corrected. Notably, this gas composition also consisted of up to 28.54% nitrogen and 69.56% carbon dioxide (CO2). At these CO2 content levels, we recognised both a significant and scalable opportunity to deliver a valuable additional gas product to end-users in critical markets that are undersupplied with reliable, sustainable CO2 streams. Subsequent to the year end, the Company announced that further recent samples tested returned a helium increased concentration of 2.17%. CO2 purification technology overlaps significantly with the processes necessary to harness high-grade helium. As a result, Blue Star is currently planning for the raw gas volumes from Galactica/Pegasus, from several proposed development wells will flow first into a CO2 processing plant prior to feeding what is then helium-enriched feed gas into a helium processing plant. The scale of this opportunity to augment our projected helium revenues prompted us to add CO2 to our industrial gas portfolio in June 2024. It also warranted a reassessment of our existing assets portfolio for complementary CO2 opportunities. This culminated in the acquisition of full ownership of the mineral leases pertaining to the Serenity Prospect from Vecta Oil & Gas Ltd and all other partners. Similarly, the Sammons 315310C well, which was previously drilled and tested at Serenity in Q3 2022, contained a combined average composition from both the upper and lower Lyons reservoirs of 98.77% carbon dioxide, 1.15% nitrogen and 0.09% helium. The lower Lyons reservoir, by itself, showed consistently high CO2 concentrations of up to 98.95%. These outstandingly high raw gas concentrations are ideal for producing premium, industrial-grade CO2 product. Our operations at Galactica/Pegasus are situated within close proximity to the neighbouring Red Rocks Helium Project, located approximately 3 miles to the northwest. The recent development of Red Rocks, which utilises its own third-party commercialisation strategy through an IACX midstream leased process facility arrangement, highlights the viability of this strategy and its de-risking benefits for our proposed pathway at Galactica/Pegasus. Blue Star has always maintained operational flexibility, seeking to deliver the greatest value outcomes for our shareholders by capitalising on short- and long-term opportunities, if and when they emerge. We have evidenced this several times over the journey and believe that harnessing and monetising this CO2 product stream is also technically and commercially foundational to achieving our core helium development objectives at Galactica/Pegasus. CHAIRMAN’S LETTER TO SHAREHOLDERS continued Blue Star Helium Limited and Controlled Entities 3 The Galactica/Pegasus project represents an immediate pathway to production with excellent long-term scalability to our other growth objectives at Las Animas. We are excited that our belief in this world-class helium opportunity was affirmed in late 2024 through the completion of a strategic 50% farm-in agreement with Helium One Global (Helium One). Helium One shares our conviction as a fellow helium explorer and developer. In addition to a US$1.5 million payment in consideration for past costs, Helium One will fund the drilling of six development wells at Galactica/Pegasus, capped at US$450,000 per well. This initial six well drilling programme, together with State-16, is expected to form the initial gas gathering system into the proposed helium production facility. While drilling operations on-site will be mostly funded and backed by Helium One, Blue Star, through its local operating entity, will continue to act as Operator of the project. Drilling of the second and third development wells (the first under the Helium One earn-in), Jackson 31 SENW 3054 (Jackson 31) and Jackson 04 L4 3154 (Jackson 4), has already been successfully completed with confirmed natural gas flows and no water encountered in the target zone of each well. Another opportunity to diversify and enhance our North American helium asset portfolio emerged late in the year through the securing of options to purchase helium and oil & gas assets in Lincoln and Cheyenne Counties, Colorado. These assets include numerous discovery wells that can be recompleted in zones where helium has been previously discovered. Well testing activities under the option period over this acreage have now commenced, which will be crucial in validating historic helium concentration results of 1.36% to 2.02% and initial raw gas flow rates of 5,000 to 10,000 Mcfd. The Lincoln/Cheyenne County assets offer a robust, low-capex development opportunity, and we are currently evaluating potential acquisition funding options, including debt and/or strategic JV partnerships, prior to targeted exercise of these options (subject to satisfactory well testing due diligence activities). On behalf of the Board and management of Blue Star, I wish to thank you for your continued dedication and support over the journey. Our business is always looking forward, and we believe the coming year offers strong outcomes for all shareholders. Working closely with Helium One, we now possess a solid runway to advance Galactica/Pegasus into first production, which remains slated for H1 2025. We hope you stay tuned as we continue to rapidly build towards being the next supplier of high-grade, low-cost helium in the United States. ____________________ Neil Rinaldi Non-Executive Chairman 28 March 2025 DIRECTORS’ REPORT Blue Star Helium Limited and Controlled Entities 4 The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Consolidated Entity') consisting of Blue Star Helium Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 31 December 2024 (‘FY24’). DIRECTORS The following persons were Directors of Blue Star Helium Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Name Title Neil Rinaldi Non-Executive Chairman Trent Spry Managing Director and Chief Executive Officer Gregg Peters Non-Executive Director PRINCIPAL ACTIVITIES The principal activities of the Consolidated Entity during the year ended 31 December 2024 were helium exploration. The Company is headquartered in Australia and its strategy is to provide its shareholders with exposure to multiple high-value helium projects in North America. REVIEW OF RESULTS The loss after tax for the year ended 31 December 2024 was $13,063,172 (2023: loss of $3,125,659). The earnings of the Consolidated Entity for the past financial periods are summarised below: 31 December 2024 $ 31 December 2023 $ 31 December 2022 $ Revenue (including other income) 35,795 68,947 39,836 EBITDA (11,079,395) (3,115,867) (6,012,531) EBIT (11,840,242) (3,125,607) (6,016,742) Loss after income tax (13,063,172) (3,125,659) (6,016,745) The factors that are considered to affect total shareholders return are summarised below: 31 December 2024 $ 31 December 2023 $ 31 December 2022 $ Share price at financial period end 0.004 0.022 0.04 DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 5 Operating Review Galactica / Pegasus Projects In January 2024, the ECMC approved the OGDP relating to four proposed helium development wells at the Galactica/Pegasus project. This allowed Blue Star to submit final drilling permit applications. The approved wells offset the discoveries at Blue Star’s JXSN#1, JXSN#2 and JXSN#4 exploration wells. By the end of the first quarter, Blue Star had 11 approved helium development locations, four of which were fully approved for drilling at Galactica/Pegasus. During the second quarter, Blue Star's primary focus was on the drilling of the State 16 SWSE 3054 development well at the Galactica/Pegasus project. The well, located 3 miles southeast of the producing Red Rocks project, encountered the Lyons formation at 1,111.5 feet and was completed at 1,211 feet, with no water encountered. Wireline logs showed approximately 96 feet of gas-saturated, high-quality sands in the upper Lyons production section. Lab analysis of reservoir samples showed an average helium percentage of 1.65%, and up to 1.90% when air-corrected. The reservoir gas composition was approximately 1.90% helium, 28.54% nitrogen and 69.56% carbon dioxide when air-corrected. Flow testing showed the well would naturally flow at a sustained rate of 150 Mcfd and with vacuum compression, rates of 285 Mcfd were achieved. Subsequent to the year end, additional gas samples, taken from the well head, returned a significant rise in helium concentration to 2.17% (not air-corrected). This increase is attributed to the reservoir's natural equilibration process near the well bore. This increase in helium content could be expected from all historic wells. Subsequent to the end of the second quarter, the State 16 well results were integrated with test data from the JXSN#1-#4 wells. The calculated permeability for the Lyons formation at State 16 was 405 mD, with a potential maximum flow rate of 441 Mcfd at a wellhead pressure of 6 psia. Stabilized flow rates estimated based on varying vacuum compression levels for the State 16 well were calculated to be 250 Mcfd to 350 Mcfd. These rates represent constrained rates to maximise the initial production rate plateau which is standard practice in gas developments to maximise recovery and reservoir pressure maintenance while providing a more constant feed rate to be achieved through the plant. The State 16 well was completed awaiting potential tie-in to production facilities. Blue Star also filed a new OGDP for 5 additional development wells located to the south and southwest of State 16. In the third quarter, Blue Star announced a landmark farm-in agreement with Helium One for a 50% interest in Galactica/Pegasus. Helium One agreed to pay US$1.5 million to Blue Star and fund the drilling of six development wells (up to US$450,000 per well and thereafter shared equally with Blue Star). Blue Star would remain the operator, with first helium production expected in the first half of 2025. By the end of the third quarter, Blue Star had 16 approved helium development locations at Galactica/Pegasus, of which three were fully approved for drilling. The Colorado Energy and Carbon Management Commission (ECMC) approved the OGDP I for five additional well locations, and subsequently approved final applications to drill bringing the number of fully approved wells to eight. The initial six-well drilling program funded by Helium One, along with State 16, is expected to form the initial gas gathering system for the Phase 1 helium production facility. Subsequent to the year end, the Company completed drilling two of the newly permitted wells, the Jackson 31 SENW 3054 well and the Jackson 04 L4 3154 well. The first of these wells, the Jackson 31 well, reached total depth (TD) at 1,210 feet within the upper Lyons Formation, encountering the Lyons Sandstone at 1,153 feet. As expected, no water was encountered during drilling of the Lyons Sandstone with wireline logs confirming the penetrated Lyons DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 6 sands to be high-quality and gas saturated. Flow testing since TD has revealed increasing natural flow rates, reaching approximately 250 Mcfd. Strong pressure build-up post-testing indicates high permeability and good reservoir communication. Based on previous engineering analysis, and the observed flow rates, the projected stabilised flow rates constrained for production optimisation are expected to be between 300-400 Mcfd, with a maximum of 500 Mcfd. Initial laboratory analysis of gas samples from Jackson 31 showed a helium concentration of up to 2.2% (air corrected) (up to 1.90% not air corrected). Based on recent equilibrated samples from the State 16 well, which showed a helium concentration of 2.17% (not air corrected), the reservoir helium concentration at Jackson 31 could equilibrate to around 2.3% to 2.5%. The second of these wells, the Jackson 04 L4 3154 well, encountered the Lyons Formation at a depth of 1,198 feet and was completed deliberately 62 feet into the upper sand of the Lyons Formation at 1,260 feet (TD). The well exhibited strong naturally flow during drilling and at TD in line with the recent Jackson 31 observations. Significantly, no water was encountered during drilling of the Lyons Formation. Wireline logs confirmed this. Based on offset wells we expect the entire upper Lyons to be gas saturated as well as a significant portion of the lower Lyons sand. This well targeted the highest quality sandstone at the top of the upper Lyons Formation which is well connected to the entire gas column. During the natural flow of the well early gas samples were taken (note, these will be contaminated by air-drilling and will require air-correction) and are being delivered for laboratory analysis of helium and CO2 concentrations. In the fourth quarter, Blue Star finalized the farm-in agreement with Helium One. Strategic Helium Acquisition In the fourth quarter, Blue Star secured options to purchase helium and oil and gas assets in Colorado. These assets include existing wellbores with historic helium concentrations of 1.36% to 2.02% and initial raw gas flow rates of 5,000 to 10,000 Mcfd. The assets also include production infrastructure, plant site, the Kregel well tied into the Ladder Creek helium liquefaction facility, and 283 square miles of 3D seismic data. Blue Star was evaluating funding options for the acquisition. Serenity Project During the second quarter, Blue Star increased its ownership in the Serenity project to 100%. Serenity is a source of high-grade carbon dioxide, with raw gas concentrations approaching 98-99%. A small-scale production facility for Serenity is being considered, which is expected to process 500 Mcf/d of raw gas and produce over 20 tons per day of beverage-grade CO2. Blue Star continues to advance plans for the Serenity CO2 project. Voyager Project During the first quarter of 2024, Blue Star Helium drilled two development wells, BBB #33 and Bolling #4 SESW, at the Voyager prospect. The BBB #33 well was drilled to 935 feet, reaching approximately 51 feet into the top of the Lyons formation. Wireline logs confirmed the high quality of the Lyons sand, with an average porosity of approximately 28%, and that the reservoir was gas-filled. No movable water was observed. Initial evaluation showed limited to no flow, and well pressures were minimal, which was considered anomalous given the gas saturation. The Bolling #4 SESW well was drilled to 922 feet, about 48 feet into the Lyons formation, with similar results, including an average porosity of 27% and gas saturation. Initial flow and pressure outcomes were similar to BBB#33. DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 7 Post-well evaluation activities commenced for both wells. At BBB #33, gas flow to the surface was achieved by applying a small vacuum during an 8-hour test. The gas contained approximately 3.0% helium, 92.4% nitrogen, and 4.6% carbon dioxide. At Bolling #4 SESW, a variable vacuum test over 24 hours resulted in gas containing approximately 4.1% helium, 83.1% nitrogen, and 12.8% carbon dioxide. The data confirmed the flow potential of the Lyons reservoir on compression. However, the need for compression earlier than expected had significant implications for forecast production volumes and operating cost estimates. Blue Star paused development of the Voyager project, including the planned installation of a leased helium processing plant, to evaluate revised project economics. Independent engineering reports still forecasted multiple scenarios delivering a profitable project, but development of Voyager was no longer expected to be the highest-returning project. A full review of commercialization pathways was initiated, including connection to grid power and various gas processing solutions. Remapping of Voyager was also planned, considering potential pressure leak points and top seal potential. CORPORATE Capital raising activities Blue Star successfully completed an equity placement during the year, raising new funds of approximately A$3 million (before costs). Business Risks Our business involves a high degree of risk. If any of the following risks, or any risk described elsewhere in this Annual Report, actually occurs, our business, financial condition, or results of operations could suffer. The risks described below are not the only ones facing us. Additional risks not presently known to us or which we currently consider immaterial also may adversely affect us. The drilling for and producing of helium are high risk activities. There are many uncertainties that could adversely affect our business and financial condition. Many of our decisions to undertake operations are based on geophysical and geological analysis and engineering studies that are often times inconclusive. The process of estimating helium resources is complex and requires interpretation of incomplete data and many assumptions. The risk that these interpretations differ from actual results can significantly impact the ultimate resource available and the number of potential development well locations. The cost to drill, complete and operate wells and to install and operate a helium processing facility is often uncertain before operations commence. This can lead to budget overruns and result in a particular project being uneconomic. Additionally, the continuing or worsening inflationary pressures, particularly in the Unites States, could result in increases in our cost of goods, services, and personnel which in turn could cause our capital expenditures and operating costs to rise. With limited production data in our area of operations well results could differ materially from our expectations. DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 8 We are highly dependent on many third parties to execute our plans for development of the asset. These third parties include but are not limited to service providers for drilling, completion, production, and construction services, equipment providers, and local, state, and federal regulatory agencies in the United States. We are subject to health, safety, and environmental laws and regulations that may expose us to significant costs and liabilities. Evolving legislation or regulatory initiatives, especially in the state of Colorado, could result in increased costs and additional operating restrictions or delays. While the impact of tariffs currently being implemented in the United States is unclear, there is a risk that they could increase operating costs. Pricing in the helium markets is opaque and largely set by private party contracts. Therefore, the prices we receive are at risk of being significantly different than we assumed. Additionally, changes in the supply/demand balance due to new or returning sources of supply or economic downturns could adversely affect the prices we are able to receive for helium. The market for all labour in Colorado is competitive and the Company must compete to attract and retain key employees. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There were no significant changes in Blue Star’s state of affairs during the year other than the results of the Voyager drilling programme, the farm in agreement with Helium One Global Limited and the capital raising activities each of which is more fully described in the Review of Operations. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS The Consolidated Entity is undertaking activities to permit further helium wells. Blue Star Helium Limited has secured leases in Las Animas County, Colorado, USA over a number of prospects and leads to develop and deliver its helium strategy. This leased acreage is intended to support a drilling programme in the 2024 calendar year. The Consolidated Entity is undertaking activities to install its maiden helium processing facility at the Galactica Project and commence helium production in the 2025 calendar year. DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 9 DIRECTORS’ QUALIFICATIONS AND EXPERIENCE The Directors’ qualifications and experience are set out below. Current Directors Director Details Neil Rinaldi Position Non-Executive Chairman Appointment Date 14 April 2021 Resignation Date N/A Length of Service 3 years 11 months Biography Mr Rinaldi is an executive leader and finance professional with over 20 years’ experience. He has considerable expertise in capital raising, asset acquisition and disposals, company structuring and positioning companies for growth. Mr Rinaldi was previously the Chief Executive Officer of International Graphite, which is an unlisted downstream graphite processing business with operations in Collie and Springdale (Ravensthorpe), Western Australia. Prior to this, Mr Rinaldi was a non-executive director of Brainchip Holdings Limited, an artificial intelligence business, and an Executive Director of Aziana Limited, a multi-commodity exploration business with assets in Madagascar and Louisiana. Prior to that, Mr Rinaldi was the Managing Director of Truestone Capital Limited, a London based corporate advisory firm focused on delivering results for companies in the Australian resources sector. He commenced his professional career as an Investment Advisor at Hartleys Limited. Current ASX Listed Directorships None Former ASX Listed Directorships within last 3 years None Trent Spry Qualifications BSc (Hons), AICD Position Managing Director and Chief Executive Officer Appointment Date 29 April 2019 Resignation Date N/A Length of Service 5 years 11 months Biography Trent brings to the Board significant ASX corporate experience, expertise in geoscience, exploration and project development as well as significant experience in the USA. Trent has over twenty years of experience in the upstream oil, gas and helium industry in exploration, appraisal and development. He holds a Bachelor of Science (Hons) (National Centre for Petroleum Geology & Geophysics, University of Adelaide) and is a graduate of the Australian Institute of Company Directors. He has originated numerous projects from concept or acquisition through to discovery, appraisal, successful development and exit in Australia, SE Asia, the Gulf of Mexico and the US onshore. Current ASX Listed Directorships None DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 10 Former ASX Listed Directorships within last 3 years None Gregg Peters Qualifications Bachelor's degree in marketing from Valparaiso University and an MBA in Operations from Loyola University Position Non-Executive Director Appointment Date 10 September 2023 Resignation Date N/A Length of Service 1 year 6 months Biography Gregg brings a proven track record of commercial leadership in the industrial gas sector with over 30 years of direct market experience. Most recently he was Helium Director, North America for Linde PLC (Praxair Inc.). Gregg managed all aspects of commercial helium operations (from mid-2010), including price strategy, contracting, client portfolios, supply system development, as well as marketing and technical support to operating business units, distributors, and end-users across all modes of supply, liquid and gaseous. Previously, Gregg spent six years as Director of Industrial Gas for Praxair Inc.’s packaged gas business, responsible for the financial performance and development of all gas products, including atmospherics, fuel gases, and CO2 (responsible for both the industrial and BevCarb segments), and the rapid expansion of the MicroBulk initiative. Currently, he is COO for the Edelgas Group and Managing Director of Disruptive Resources, LLC. Gregg is based in the United States. He holds a Bachelor's degree in Marketing from Valparaiso University and an MBA in operations from Loyola University. Current ASX Listed Directorships None Former ASX Listed Directorships within last 3 years None COMPANY SECRETARY Company Secretary Details Amanda Wilton-Heald Qualifications BCom, CA Position Company Secretary Appointment Date 4 September 2020 Resignation Date N/A Biography Amanda Wilton-Heald is a Chartered Accountant with over 20 years of accounting, auditing (of both listed and non-listed companies) and company secretarial experience in both Australia and the UK. Amanda has been involved in the listing of junior explorer companies on the ASX and has experience in corporate advisory and company secretarial services. DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 11 MEETINGS OF DIRECTORS The number of meetings held during the year and the number of meetings attended by each Director was as follows: Board Meetings Number of Meetings Held 7 Number of Meetings Attended: Neil Rinaldi 7 Trent Spry 7 Gregg Peters 7 All Directors were eligible to attend all Board Meetings held when they were in office. SHARE OPTIONS As at the date of this report: No. Options Exercise Price Expiry Date Listed / Unlisted 468,914,401 $0.01 30-Oct-26 Unlisted 9,000,000 $0.028 11-Sep-27 Unlisted PERFORMANCE RIGHTS As at the date of this report: No. Performance Rights Tranche Expiry Date Listed / Unlisted Vested / Unvested 14,200,000 3 07-Jul-24 Unlisted Vested 2,000,000 5 18-May-25 Unlisted Unvested Refer to page 47-48 for the terms and conditions that apply to each of the Performance Rights. SHARES ISSUED AS A RESULT OF THE EXERCISE OF OPTIONS OR CONVERSION OF PERFORMANCE RIGHTS Nil shares issued as a result of the exercise of the options were issued as at the date of this report. 2,620,018 shares issued as a result of the conversion of performance rights as at the date of this report. DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 12 REMUNERATION REPORT (AUDITED) The remuneration report below reflects the remuneration policies that were adopted by the Directors of the Company who were in office at the date of this report. The Remuneration Report is set out under the following main headings: 1. Principles used to determine the nature and amount of remuneration; 2. Key management personnel remuneration; 3. Service agreements; and 4. Shareholding and option holding of Directors and other key management personnel. The information provided under headings 1 to 4 below in the Remuneration Report has been audited as required by Section 308(3C) of the Corporations Act 2001. 1. Principles used to determine the nature and amount of remuneration (audited) The Company’s Constitution specifies that subject to the initial fixed annual aggregate sum of $500,000, the aggregate remuneration of Non-Executive Directors shall not exceed the sum determined by the shareholders of the Company in general meeting. The Company may pay a performance-based bonus based on key performance indicators of the Director and Company, set by the Company from time to time, and any matter that it deems appropriate. $Nil was paid to an independent remuneration consultant during the year. Fees and payments to Directors: are to reflect the demands which are made on, and the responsibilities of, the Directors; and are reviewed annually by the Board to ensure that Directors’ fees and payments are appropriate and in line with the market. Retirement allowances and benefits for Directors There are no retirement allowances or other benefits paid to Directors. Directors’ fees The amount of remuneration of the Directors of the Company (as defined in AASB 124 Related Party Disclosures) are outlined in the table below under the heading Key management personnel remuneration. DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 13 Key management personnel Name Title Neil Rinaldi Non-Executive Chairman Trent Spry Managing Director and Chief Executive Officer Gregg Peters Non-Executive Director Ross Warner President, Commercial & Legal Peter Kondrat Chief Operating Officer Scott Fenoglio Chief Financial Officer DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 14 2. Key management personnel remuneration The following table sets out the remuneration of Directors and executives of the Consolidated Entity during the reporting year. Fixed STI LTI Total Proportion of Remuneration Year Salary fees and leave $ Bonus $ Superannuation $ Incentive Payments $ Security Based Payments $ $ Fixed % STI % LTI % Non-Executive Director Neil Rinaldi 2024 104,000 - - - (102,400)1 1,600 6,500% - (6,400%) 2023 91,000 - - 5,000 (89,465)2 6,535 1,392% 77% (1369%) Gregg Peters3 2024 60,000 - - - - 60,000 100% - - 2023 18,500 - - - 225,000 243,500 8% - 92% Total Non-Executive Directors 2024 164,000 - - - (102,400) 61,600 266% - (166%) 2023 109,500 - - 5,000 135,535 250,035 44% 2% 54% Executive Directors Trent Spry 2024 295,124 - 29,411 - (499,200)1 (174,665) (186%) - 286% 2023 324,014 - 30,391 21,786 (436,142)2 (59,951) 791% 36% (727%) Total Executive Directors 2024 295,124 - 29,411 - (499,200) (174,665) (186%) - 286% 2023 324,014 - 30,391 21,786 (436,142) (59,951) 791% 36% (727%) 1 Resulting from reversal of valuation of tranche 4 unlisted performance rights expiring 7 July 2024 and reversal of valuation of tranche 5 unlisted performance rights expiring 7 January 2025. 2 Resulting from reversal of valuation of tranche 1-2 unlisted performance rights expiring 7 January 2024. 3 Appointed 10 September 2023. DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 15 2. Key management personnel remuneration (continued) Fixed STI LTI Total Proportion of Remuneration Year Salary fees and leave $ Bonus $ Superannuation $ Incentive Payments $ Security Based Payments $ $ Fixed % STI % LTI % Key Management Personnel Ross Warner4 2024 305,127 - 29,411 - (307,200)1 27,338 1,224% - (1,124%) 2023 300,704 - 30,391 21,786 (268,395)2 84,486 392% 26% (318%) Peter Kondrat 2024 272,876 - - - (120,000)1 152,876 178% - (78%) 2023 270,986 - - 22,582 (106,514)2 187,054 145% 12% (57%) Scott Fenoglio 2024 272,876 - - - (60,000)1 212,876 128% - (28%) 2023 270,986 - - 22,582 (83,553)2 210,015 129% 11% (40%) Total Key Management Personnel 2024 850,879 - 29,411 - (487,200) 393,090 224% - (124%) 2023 842,676 - 30,391 66,950 (458,462) 481,555 181% 14% (95%) Total Directors & Key Management Personnel 2024 1,310,003 58,822 - (1,088,800) 280,025 489% - (389%) 2023 1,276,190 - 60,782 93,736 (759,069) 671,639 0% 13% (113%) 4 Resigned 10 September 2023 as Executive Chairman, appointed as President, Commercial & Legal from 10 September 2023. DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 16 3. Service agreements (audited) The Directors serve until they resign, are removed, cease to be a Director or are prohibited from being a Director under the provisions of the Corporations Act 2001, or are not re-elected to office. The Directors are remunerated on a monthly basis with three months termination payments payable. As at the date of this report management personnel engaged by the Company other than the Directors include the engagement of the Chief Operating Officer, Peter Kondrat and the Chief Financial Officer, Scott Fenoglio. The Non-Executive Directors do not have a service agreement. The Executive Director entered into a service agreement with effect from 1 July 2021 on the following terms: Salary (including Director’s fees of $261,432 per annum (excluding superannuation or similar contributions). The Company will make contributions to the Executive’s nominated superannuation fund in accordance with the minimum amount prescribed by relevant superannuation legislation from time to time. The Company may also, in its absolute discretion, provide a bonus, the value of which, the conditions attached to and the frequency of such a bonus, remains matters over which the Company exercises sole discretion. Termination of the agreements requires three months’ notice in writing other than if the termination is a result of unlawful conduct. The President, Commercial & Legal, entered into a service agreement with effect on the following terms: Salary (including fees of $261,432 per annum (excluding superannuation or similar contributions). The Company will make contributions to the President’s, Commercial & Legal nominated superannuation fund in accordance with the minimum amount prescribed by relevant superannuation legislation from time to time. The Company may also, in its absolute discretion, provide a bonus, the value of which, the conditions attached to and the frequency of such a bonus, remains matters over which the Company exercises sole discretion. Termination of the agreements requires three months’ notice in writing other than if the termination is a result of unlawful conduct. The Chief Operating Officer entered into a service agreement with effect from 30 June 2022 and the Chief Financial Officer entered into a service agreement with effect from 6 September 2022 on the following terms: salary of AU$272,876 (US$180,000) per annum the employment is “at-will” and the agreement may be terminated by either party without notice. DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 17 4. Shareholding and option holding of Directors and other Key Management Personnel (audited) Share holdings of Key Management Personnel The movement during the reporting period in the number of ordinary shares of the Company held directly, indirectly or beneficially, by each Director or key management personnel, including their personally-related entities is as follows: Director / Key Manage ment Personnel No. Shares Held at 31 December 2023 Share Based Payments Exercise of Options / Conversion of Performance Rights Other Changes No. Shares Held at 31 December 2024 No. Shares Held at Date of this Report Neil Rinaldi Directly - - - - - - Indirectly 2,000,000 - - - 2,000,000 2,000,000 Trent Spry Directly 19,000,000 - - (7,398,342) 11,601,658 11,601,658 Indirectly 6,000,000 - - 3,500,000 9,500,000 9,500,000 Gregg Peters Directly - - - - - - Indirectly 400 - - - 400 400 Ross Warner Directly 28,567,248 - - (21,689,076) 6,878,172 6,878,172 Indirectly 2,587,661 - - 1,500,000 4,087,661 4,087,661 Peter Kondrat Directly - - 1,310,009 - 1,310,009 1,310,009 Indirectly - - - - - - Scott Fenoglio Directly - - 1,310,009 - 1,310,009 1,310,009 Indirectly - - - - - - Total 58,155,309 - 2,620,018 (24,087,418) 36,687,909 36,687,909 DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 18 Details of options over the ordinary shares in the Company provided to each director and key management personnel of the Consolidated Entity is set out below. When exercisable, each option is convertible into one ordinary share of the Company. Options held by Key Management Personnel Director / Key Management Personnel No. Options Held at 31 December 2023 Share Based Payments Exercise of Options Other Changes No. Options Held at 31 December 2024 No. Options Held at Date of this Report Neil Rinaldi Directly - - - - - - Indirectly - - - - - - Trent Spry Directly - - - - - - Indirectly - - - 1,750,000 1,750,000 1,750,000 Gregg Peters Directly 9,000,000 - - - 9,000,000 9,000,000 Indirectly - - - - - - Ross Warner Directly - - - - - - Indirectly - - - 1,750,000 1,750,000 1,750,000 Peter Kondrat Directly - - - - - - Indirectly - - - - - - Scott Fenoglio Directly - - - - - - Indirectly - - - - - - Total 9,000,000 - - 3,500,000 12,500,000 12,500,000 DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 19 Details of options over the ordinary shares in the Company provided to each director and key management personnel of the Consolidated Entity is set out below. When exercisable, each option is convertible into one ordinary share of the Company. Performance Rights held by Key Management Personnel Director / Key Management Personnel No. Performance Rights Held at 31 December 2023 Share Based Payments Conversion of Performance Rights Other Changes No. Performance Rights Held at 31 December 2024 No. Performance Rights Held at Date of this Report No. Unvested at 31 December 2024 Fair Value of Grant Neil Rinaldi Directly 8,000,000 - - (4,800,000) 3,200,000 1,600,000 1,600,000 $243,0655 Indirectly - - - - - - - - Trent Spry Directly 39,000,000 - - (23,400,000) 15,600,000 7,800,000 7,800,000 $1,184,9425 Indirectly - - - - - - - - Gregg Peters Directly - - - - - - - - Indirectly - - - - - - - - Ross Warner Directly 24,000,000 - - (14,400,000) 9,600,000 4,800,000 4,800,000 $729,1955 Indirectly - - - - - - - - Peter Kondrat Directly 10,000,000 - (2,000,000) (6,000,000) 2,000,000 - 2,000,000 $286,5145 Indirectly - - - - - - - - Scott Fenoglio Directly 10,000,000 - (2,000,000) (6,000,000) 2,000,000 2,000,000 2,000,000 $263,5535 Indirectly - - - - - - - - Total 91,000,000 - (4,000,000) (54,600,000) 32,400,000 16,200,000 18,200,000 $2,707,269 5 Valued during FY22. DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 20 The following terms and conditions apply to each of the Performance Rights: (Vesting Conditions): The Performance Rights will vest subject to the satisfaction of the following performance milestones within that timeframe (each a Milestone): Tranche Milestone Vesting / Expiry Date Number of Performance Rights 1 Vest and be convertible upon: (A) the Company publicly reporting two (2) independently certified helium discoveries; and (B) the Company’s achieving a 20-day VWAP of $0.10 or more, within 18 months after issue of the performance right6 Directors, COO & Employee: 07-Jan-24 CFO: 18- May-24 20,200,000 2 Vest and be convertible upon the Company publicly reporting: (A) Independently certified helium reserves; and (B) Independently certified helium reserves and resources including net recoverable helium meeting at least one of the following metrics: (i) P90 greater than 10 Bcf; or (ii) P50 greater than 20 Bcf; or (iii) P10 greater than 30 Bcf, within 18 months after issue of the performance right6 Directors, COO & Employee: 07-Jan-24 CFO: 18- May-24 20,200,000 3 Vest and be convertible upon the Company having drilled five (5) separate prospects within two (2) years after issue of the performance right Directors, COO & Employee: 07-Jul-24 CFO: 18- Nov-24 20,200,000 4 Vest and be convertible upon the Company making a Final Investment Decision (FID) in relation to the development of a facility for the development of a helium project within 2 years after issue of the performance right6 Directors, COO & Employee: 07-Jul-24 CFO: 18- Nov-24 20,200,000 5 Vest and be convertible upon the Company selling helium within 30 months after issue of the performance right7 Directors, COO & Employee: 07-Jan-25 CFO: 18- May-25 20,200,000 Total 101,000,000 Transactions with related parties During the reporting year, there were no related party transactions. End of Remuneration Report 6 Did not vest before expiry date. 7 2,000,000 performance rights were cancelled, 16,200,000 performance rights did not vest before expiry date and 2,000,000 performance rights remain in existence. DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 21 DIVIDENDS No dividends were paid during the year and no recommendation is made as to payment of dividends. EVENTS SUBSEQUENT TO REPORTING DATE There are no matters or circumstances that have arisen since the end of the year which will significantly affect, or may significantly affect, the state of affairs or operations of the Consolidated Entity in future financial years other than the following: On 7 January 2025, 16,200,000 unlisted performance rights expired. INDEMNIFICATION OF DIRECTORS & COMPANY SECRETARY The Company has agreed to indemnify the current Directors and Company Secretary of the Consolidated Entity against all liabilities that may arise from their position as directors or officers of the Group to the maximum extent permitted by law. INDEMNIFYING OFFICERS During the year, the Company paid a premium to insure officers of the Consolidated Entity. The officers of the Consolidated Entity covered by the insurance policy include all directors, the COO, the CFO and the company secretary. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Consolidated Entity, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else to cause detriment to the Consolidated Entity or other otherwise excluded by the policy. PROCEEDINGS ON BEHALF OF COMPANY There are no proceedings. AUDITOR’S DECLARATION OF INDEPENDENCE A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors' report. Total fees paid or payable to the Company’s auditors Stantons Corporate Finance Pty Ltd for non-audit services provided to the Company during the year ended 31 December 2024 are $Nil (2023: $1,000). This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporation Act 2001. DIRECTORS’ REPORT continued Blue Star Helium Limited and Controlled Entities 22 Signed in accordance on behalf of the Directors. ____________________ Trent Spry Managing Director and Chief Executive Officer 28 March 2025 CORPORATE GOVERNANCE STATEMENT Blue Star Helium Limited and Controlled Entities 23 The Board is committed to achieving and demonstrating the highest standards of corporate governance. Blue Star Helium Limited and its subsidiaries have adopted the third edition of the Corporate Governance Principles and Recommendations released by the ASX Corporate Governance Council. The Company’s corporate governance statement reflects the corporate governance policies that were adopted by the directors of the Company who were in office at the date of this report. These policies have applied since 29 March 2019. The Company’s current Corporate Governance Statement is available on Blue Star Helium Limited’s website at: https://www.bluestarhelium.com/corporate/governance/ Liability limited by a scheme approved under Professional Standards Legislation PO Box 1908 West Perth WA 6872 Australia Level 2, 40 Kings Park Road West Perth WA 6005 Australia Tel: +61 8 9481 3188 Fax: +61 8 9321 1204 ABN: 84 144 581 519 www.stantons.com.au Stantons Is a member of the Russell Bedford International network of firms 28 March 2025 Board of Directors Blue Star Helium Limited Level 11 216 St Georges Terrace Perth WA 6000 Dear Directors RE: BLUE STAR HELIUM 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 Blue Star Helium Limited. As Audit Director for the audit of the financial statements of Blue Star Helium Limited for the year ended 31 December 2024, 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 sincerely STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD Martin Michalik Director CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 25 Note Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ Revenue 3 8,661 8,006 Cost of goods sold 4 (94,856) 105,457 Gross profit / (loss) (86,195) 113,463 Other income / (expense) 3 (198,101) 60,941 Other Expenses 4 (2,160,859) (1,324,306) Depreciation / amortisation 10 & 11 (760,847) (9,740) Exploration and evaluation assets 12 (738,368) (372,032) Impairment: exploration and evaluation assets 12 (6,739,082) - Rehabilitation costs 16,843 (86,867) Impairment: right of use assets 11 (1,584,198) - Employment expenses (1,698,902) (1,707,037) Share based payment expense 17 1,194,846 639,069 Business development expenses (168,184) (321,641) Legal expenses (140,125) (117,509) Loss before tax (13,063,172) (3,125,659) Income tax expense 5 - - Net loss for the year from operations (13,063,172) (3,125,659) Other comprehensive income Exchange differences on translation of foreign entities (379,838) (21,421) Total comprehensive loss for the year (13,443,010) (3,147,080) Basic and diluted loss per share (cents) 6 (0.61)c (0.19)c The accompanying notes form part of these financial statements. CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 26 Note Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ ASSETS Current Assets Cash and cash equivalents 7 2,691,224 6,869,070 Trade and other receivables 8 202,650 58,799 Other assets 9 344,646 402,875 Total Current Assets 3,238,520 7,330,744 Non-Current Assets Other assets 9 156,473 142,398 Plant and equipment 10 1,196,354 931,718 Right of use assets 11 9,023,395 - Exploration and evaluation assets 12 9,126,526 14,098,072 Total Non-Current Assets 19,502,748 15,172,188 Total Assets 22,741,268 22,502,932 LIABILITIES Current Liabilities Trade and other payables 13 472,016 330,432 Lease liabilities 14 423,413 - Provisions 15 231,166 218,107 Total Current Liabilities 1,126,595 548,539 Non-Current Liabilities Lease liabilities 14 11,025,689 - Provisions 15 163,658 34,646 Total Non-Current Liabilities 11,189,347 34,646 Total Liabilities 12,315,942 583,185 Net Assets 10,425,326 21,919,747 EQUITY Contributed equity 16 36,110,610 33,411,947 Reserves 17 2,728,304 3,478,378 Accumulated losses (28,413,588) (14,970,578) Total Equity 10,425,326 21,919,747 The accompanying notes form part of these financial statements. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 27 Consolidated Entity Contributed Equity $ Foreign Currency Translation Reserve $ Share Option Reserve $ Share Based Payments Reserve $ Accumulated Losses $ Total $ Balance at 1 January 2024 33,411,947 32,617 1,377,561 2,068,200 (14,970,578) 21,919,747 Loss for the year - - - - (13,063,172) (13,063,172) Other comprehensive income: Foreign exchange on translation of operations - 379,838 - - (379,838) - Total comprehensive loss for the year - 379,838 - - (13,443,010) (13,063,172) Transactions with owners in their capacity as owners: Equity issues 3,000,000 - - - - 3,000,000 Equity issue expenses (301,337) - - - - (301,337) Share based payments (net) - - - (1,129,912) - (1,129,912) Balance at 31 December 2024 36,110,610 412,455 1,377,561 938,288 (28,413,588) 10,425,326 Consolidated Entity Contributed Equity $ Foreign Currency Translation Reserve $ Share Option Reserve $ Share Based Payments Reserve $ Accumulated Losses $ Total $ Balance at 1 January 2023 26,435,332 54,038 1,377,561 2,707,269 (11,844,919) 18,729,281 Loss for the year - - - - (3,125,659) (3,125,659) Other comprehensive income: Foreign exchange on translation of operations - (21,421) - - - (21,421) Total comprehensive loss for the year - (21,421) - - (3,125,659) (3,147,080) Transactions with owners in their capacity as owners: Equity issues 7,478,000 - - - - 7,478,000 Equity issue expenses (501,385) - - - - (501,385) Share based payments - - - (639,069) - (639,069) Balance at 31 December 2023 33,411,947 32,617 1,377,561 2,068,200 (14,970,578) 21,919,747 The accompanying notes form part of these financial statements. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 28 Note Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ Cash flows from operating activities Receipts from customers 8,661 8,006 Payments to suppliers and employees (2,851,129) (3,268,349) Interest received 27,134 60,941 Interest paid (2,774) (52) Net cash (used in) operating activities 7 (2,818,108) (3,199,454) Cash flows from investing activities Payment for plant and equipment (281,435) (926,477) Exploration, evaluation and development expenditure (including licenses acquisition costs) (4,583,452) (2,656,527) Proceeds from farmin to helium assets 2,271,585 - Proceeds from disposal of leases - 20,285 Net cash (used in) investing activities (2,593,302) (3,562,719) Cash flows from financing activities Proceeds from share issues 3,000,000 7,478,000 Payment for costs of equity issues (222,449) (501,385) Repayment of lease liabilities (1,462,224) - Net cash (used in) / from financing activities 1,315,327 6,976,615 Net (decrease) / increase in cash held (4,096,083) 214,442 Cash and cash equivalents at beginning of the year 6,869,070 6,824,205 Foreign exchange effect on cash and cash equivalents (81,763) (169,577) Cash and cash equivalents at the end of the year 7 2,691,224 6,869,070 The accompanying notes form part of these financial statements. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 29 1. Corporate information This Annual Report covers Blue Star Helium Limited and the entities it controlled at the end of, or during, the year ended 31 December 2024 (the “Consolidated Entity”). The presentation currency of the Consolidated Entity is Australian Dollars (“$”). A description of the Consolidated Entity’s operations is included in the review and results of operations in the Directors’ Report. The Directors’ Report is not part of the financial statements. The Consolidated Entity is a for-profit entity and limited by shares incorporated in Australia whose shares are traded under the ASX code “BNL”. The financial statements were authorised for issue on 28 March 2025 by the Directors. The Directors have the power to amend and reissue the financial statements. The principal accounting policies adopted in the preparation of the financial statements are set out below. 2. Accounting policies a. Basis of preparation These general purpose financial statements for the year ended 31 December 2024 have been prepared in accordance with applicable Australian Accounting Standards, the Corporations Act 2001 and other mandatory professional reporting requirements, as appropriate for for- profit oriented entities. These financial statements are to be read in conjunction with any public announcements made by the Company during the reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001. The principal accounting policies adopted are consistent with those of the previous financial year. The financial report complies with Australian Accounting Standards and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standard Board. b. Going concern For the year ended 31 December 2024 the consolidated entity incurred a total comprehensive loss of $13,443,010 (31 December 2023: total comprehensive loss of $3,147,080) and had working capital of $2,111,925 (31 December 2023: $6,782,205). The Directors reviewed the cash flow forecasts and working capital requirements of the Consolidated Entity in view of the Consolidated Entity’s existing cash resources of $2,691,224 (31 December 2023: $6,869,070). The Directors believe that the Company will be able to raise additional funds through an issue of new equity. On this basis, the Directors consider there are reasonable grounds to believe that the Consolidated Entity will be able to pay its debts as and when they become due and payable, and therefore the going concern basis of preparation is considered to be appropriate for the 31 December 2024 year financial report. In the event that the Consolidated Entity is not able to continue as a going concern, it may be required to realise assets and extinguish liabilities other than in the normal course of business and perhaps at amounts different to those stated in its financial report. c. Principles of consolidation The consolidated financial statements comprise the financial statements of Blue Star Helium Limited and its subsidiaries during the year ended 31 December 2024 (“the Consolidated Entity"). The financial statements of the subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies. In preparing the consolidated financial statements, all inter-company balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 30 2. Accounting policies (continued) Subsidiaries are fully consolidated from the date on which control is transferred to the Consolidated Entity and cease to be consolidated from the date on which control is transferred out of the Consolidated Entity. d. Foreign currency translation Both the functional and presentation currency of Blue Star Helium Limited and its Australian subsidiaries is in Australian dollars ($). Entities within the Consolidated Entity that are based and operate outside of Australia use the functional currency of the country in which they operate, provided the local economy is not subject to hyperinflation. Each entity in the Consolidated Entity uses its specific functional currency to measure the items included in the financial statements of that entity. Transactions in foreign currency are recorded in the functional currency by applying the exchange ruling at the average monthly rate. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. Non-monetary items that are measured in terms of historic cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items are measured at fair value in a foreign currency are translated using the exchange rate as at the date when fair value was determined. The functional currency of the Consolidated Entity’s foreign operations, Blue Star USA Holdings Inc, BNL (Enterprise) Inc and Las Animas Leasing Inc is United States dollars (USD). As at the reporting date the assets and liabilities of these subsidiaries were translated into the presentation currency of Blue Star Helium Limited at the rate of exchange ruling at the balance date and their profit or loss is translated at the average monthly exchange rate. The exchange differences arising on the translation are taken directly to the consolidated statement of profit or loss and other comprehensive income. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the statement of profit or loss and other comprehensive income. e. Critical accounting estimates, assumptions and judgements Estimates and assumptions are periodically evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Equally, the Consolidated Entity continually employs judgement in the application of its accounting policies. Critical Accounting Estimates and Assumptions The Consolidated Entity makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that 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: Impairment of exploration and evaluation assets The Consolidated Entity’s accounting policy for impairment is set out at Note 12. Unless otherwise identified, the following discussion of impairment testing is applicable to the assessment of the recoverable amount of all of the Consolidated Entity’s Exploration and Evaluation assets. The Company has valued these assets at the fair value or market price for these assets less impairment. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 31 2. Accounting policies (continued) Lease accounting On 30 June 2023 the Company announced that it had entered into a Gas Processing Services Agreement with a third-party midstream company based in the US, IACX Energy LLC. The Company sought out the opinion of a third-party consulting firm as to the accounting treatment for this agreement. This agreement is accounted for as a lease in accordance with AASB 16 requirements now that payments have commenced. Restoration obligations Where a restoration obligation exists, the Consolidated Entity estimates the future removal costs of production facilities, wells and pipelines at the time of installation of the assets. In most instances, removal of assets occurs many years into the future. This requires judgemental assumptions regarding removal date, future environmental legislation, the extent of reclamation activities required, the engineering methodology for estimating cost, future removal techniques in determining the removal cost and asset. For more detail regarding this policy in respect of the provision for restoration refer to Note 15. Share based payment transactions The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of the options issued are determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. f. Accounting Standards that are mandatorily effective for the current reporting year The Consolidated Entity has considered the implications of new and amended Accounting Standards which have become applicable for the current financial reporting period. AASB 2020-3: Amendments to Australian Accounting Standards – Annual Improvements 2018–2020 and Other Amendments The Entity adopted AASB 2020-3 which makes some small amendments to a number of standards including the following: AASB 1, AASB 3, AASB 9, AASB 116, AASB 137 and AASB 141. The adoption of the amendment did not have a material impact on the financial statements. AASB 2021-7a: Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections AASB 2020-7a makes various editorial corrections to a number of standards effective for reporting periods beginning on or after 1 January 2022. The adoption of the amendment did not have a material impact on the financial statements. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 32 Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 3. Revenue and other income Royalty 8,661 8,006 Interest income 27,134 60,941 Loss on farmin to helium assets (225,235) - (189,440) 68,947 Accounting policy: Revenue is recognised when the Consolidated Entity transfers control of goods to a customer at the amount to which the Consolidated Entity expects to be entitled. Where the consideration promised includes a variable amount, the Consolidated Entity estimates the amount of consideration to which it will be entitled to at the time the revenue is recognised. The following specific recognition criteria must also be met before revenue is recognised: Royalty Revenue – Oil and gas sales Revenue from royalties is recognised in the period of production of the underlying oil or gas being produced. Royalty agreements that are based on production, sales and other measures are recognised by reference to the underlying arrangements. Interest Revenue is recognised as the interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant year using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Loss on farmin to helium assets On 28 August 2024 Blue Star finalized a farm-in agreement with Helium One for a 50% interest in the Galactica/Pegasus Project. Helium One paid US$1.5 million to Blue Star for prior costs incurred in the project and agreed to fund the drilling of six wells (up to US$450,000 per well). The loss on farmin to helium assets arose from the US$1.5 million received compared to 50% of the historical project costs as of the date of the agreement, being US$1,648,573, resulting in a loss of US$148,573 at an exchange rate of 0.659635. 4. Cost of goods sold and other expenses Cost of sales: other production costs (94,856) 105,457 (94,856) 105,457 NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 33 Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 4. Cost of goods sold and other expenses (continued) Other expenses: compliance costs 747,510 545,158 Other expenses: insurance costs 137,921 116,132 Other expenses: marketing costs 164,259 177,372 Other expenses: interest expense 1,222,930 52 Other expenses: other (including forex) (111,761) 485,592 2,160,859 1,324,306 5. Income tax Income tax expense / (benefit) Current tax - - Deferred tax - - Under / (over provision) in prior years - - - - Amounts recognised directly in equity Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited or credited to equity Current tax - - Net deferred tax - - - - NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 34 Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 5. Income tax (continued) Reconciliation of income tax expense to prima facie tax payable Loss from continuing operations before income tax expense (13,063,172) (3,125,659) Tax at the Australian tax rate of 30% (2023: 30%) (3,918,952) (937,698) Tax effect of amounts which are non-deductible (taxable) in calculating taxable income: Non-deductible expenses / assessable income 3,736,277 727,550 Deferred tax asset not brought to account 163,067 189,666 Movement in unrecognised temporary differences 19,608 20,482 Non-assessable income - - Deductible equity raising costs - - - - The applicable weighted average effective tax rates 0% 0% Unrecognised deferred tax asset Tax losses- revenue 16,176,221 16,004,279 Expenses taken into equity 949 1,278 Other temporary differences 95,871 76,996 Temporary differences – tax capital losses 1,250 1,250 16,274,291 16,083,803 Off-set of deferred tax liabilities (56) (1,164) Net deferred tax assets unrecognised 16,274,235 16,082,639 The carried forward tax losses in the US total $19,802,548 (US$12,275,936) (31 December 2023: $7,727,656 (US$5,264,002)). Accounting policy: Income tax Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date. Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 35 5. Income tax (continued) Deferred income tax liabilities are recognised for all taxable temporary differences; except: when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry- forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised; except: when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or when the deductible temporary difference is associated with investments in subsidiaries, associates and interests in joint ventures, in which case the deferred tax asset is only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted at the balance date. Income taxes relating to terms recognised directly in equity are recognised in equity and not in profit or loss. Other taxes Revenues, expenses and assets are recognised net of the amount of GST except: when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables which are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position. Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 36 Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 6. Basic and diluted loss per share The following reflects the income and share data used in the basic and diluted loss per share computations: Net (loss) attributable to ordinary equity holders of the parent (used in calculating basic and diluted loss per share) (13,063,172) (3,125,659) Consolidated Entity 31 December 2024 No. Consolidated Entity 31 December 2023 No. Weighted average number of ordinary shares outstanding during the year used in calculating basic and dilutive EPS 2,130,640,435 1,652,347,782 Accounting policy: Basic EPS is calculated as net profit attributable to members of the parent, adjusted to exclude costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted EPS is calculated as the net profit attributed to members of the parent, adjusted for: costs of servicing equity (other than dividends); the after-tax effect of dividends and interest associated with the dilutive potential ordinary shares that have been recognised as expenses; and other non-discretionary changes in revenue and expenses during the year that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. The Consolidated Entity is in a loss position therefore the share-based incentive plans do not affect the diluted earnings per share calculation as potential ordinary shares will be treated as dilute when, and only when, their conversion to ordinary shares would decrease earnings per share or increase loss per share from continuing operations. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 37 Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 7. Cash and cash equivalents Cash at bank and on hand 2,691,224 6,869,070 2,691,224 6,869,070 Accounting policy: Cash and short-term deposits in the statement of financial position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. Reconciliation of net (loss) after tax to net operating cash flows: Net (loss) for the year (13,063,172) (3,125,659) Exploration expenditure 882,386 477,490 Impairment 8,323,280 - Loss on sale of helium assets 225,234 - Depreciation, depletion and amortisation 760,847 9,740 Interest on lease liabilities 1,220,157 - Share based payments (1,194,846) (639,069) Foreign exchange (77,303) 225,534 Provisions - 86,867 (Increase)/Decrease in receivables and prepayments 65,899 (294,849) Increase/(Decrease) in creditors and payables (33,110) 122,199 Increase/(Decrease) in provisions 72,520 (61,707) Net cash (outflows) from operating activities (2,818,108) (3,199,454) 8. Trade and other receivables Other receivables 184,291 1,726 GST refunds 18,359 57,073 202,650 58,799 There are no receivables that are past due. Accounting policy: An estimate for expected credit loss is made when there is objective evidence that the Consolidated Entity will not be able to collect the full debt. Expected credit losses are written off when identified. Financial difficulties of the debtor and default payments are likely to be considered objective evidence of impairment. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 38 Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 9. Other assets Current Inventory8 57,740 216,440 Prepaid expenses 286,906 186,435 344,646 402,875 Non-Current Bonds 156,473 142,398 156,473 142,398 10. Plant and equipment Computer equipment and asset under construction - At cost 1,226,088 953,923 - Accumulated depreciation (29,734) (22,205) 1,196,354 931,718 Reconciliation of the movements in plant and equipment: Balance at beginning of year 931,718 13,210 Additions 205,406 926,477 Disposals (644) - Depreciation (7,529) (9,740) Exchange difference on translation: depreciation 514 - Exchange difference translation: cost 66,889 1,771 Balance at end of year 1,196,354 931,718 Accounting policy: Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation Property, plant and equipment, other than freehold land, is depreciated to their residual values at rates based on the expected useful lives of the assets concerned. The remaining assets use the straight-line approach at 50%. 8 Inventory relates to spare parts and other sundries to be used in future drilling programs. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 39 10. Plant and equipment (continued) Impairment The carrying values of property, plant and equipment are reviewed for impairment at each reporting date, with the recoverable amount being estimated when events or changes in circumstances indicate the carrying value may be impaired. The recoverable amount of property, plant and equipment is the greater of fair value less costs to sell and value in use. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs, unless the asset's value in use can be estimated to be close to its fair value. Impairment exists when the carrying value of an asset or cash-generating unit exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount. For property, plant and equipment, impairment losses are recognised in profit or loss. Disposal An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal. Any gain or loss arising on de- recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised. Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 11. Right of use asset Right of use asset At cost 11,495,523 - Accumulated depreciation (786,418) - Provision for impairment (1,685,710) - 9,023,395 - Balance at beginning of year - - Recognition9 11,495,523 - Depreciation (786,418) - Exchange difference on translation: depreciation 32,586 - Exchange difference translation: cost (32,586) - Provision for impairment (1,685,710) - Balance at end of year 9,023,395 - 9 Relates to right of use asset, being the Gas Processing Services Agreement with a third-party midstream company based in the US, IACX Energy LLC. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 40 11. Right of use asset (continued) Accounting policy: A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset. Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Company expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any re- measurement of lease liabilities. Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 12. Exploration and evaluation assets Capitalised expenditure - At cost 8,848,778 14,176,254 - Accumulated amortisation and impairment - - - Exchange difference translation 277,748 (78,182) 9,126,526 14,098,072 Reconciliation of the movements in capitalised expenditure: Balance at beginning of year 14,098,072 12,459,717 Exploration and evaluation expenditure incurred during the year 2,228,156 2,086,298 Impairment and abandonment of exploration and evaluation assets (6,739,082) - Write-off of exploration and evaluation assets (738,368) (369,761) Exchange difference translation 277,748 (78,182) Balance at end of year 9,126,526 14,098,072 Blue Star Helium Limited has secured leases in Las Animas County, Colorado, USA over a number of prospects and leads to develop and deliver its helium strategy. This leased acreage is intended to support a drilling programme in 2024 and beyond. Currently Blue Star Helium Limited has expended certain funds in connection with acquiring and exploring the lands for helium. As at 31 December 2024 there was a total of $9,126,526 (31 December 2023: $14,098,072) of expenditure directly connected with this asset which has been capitalised from 1 October 2019 in accordance with AASB 6 Exploration and Evaluation of Mineral Resources. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 41 12. Exploration and evaluation assets (continued) During 2024 the Company impaired and wrote off Exploration and Evaluation costs related to the drilling of the BBB #33 and Bolling #4, historical G&G costs, and leasehold delay rentals. Accounting policy: Expenditure on exploration and evaluation is accounted for in accordance with the "area of interest" method. Exploration licence acquisition costs are capitalised and subject to half-yearly impairment testing. All exploration and evaluation costs, including general permit activity, geological and geophysical costs and new venture activity costs are expensed as incurred except where: The expenditure relates to an exploration discovery where, at balance date, an assessment of the existence or otherwise of economically recoverable reserves is not yet complete and significant operations in, or in relation to, the area of interest are continuing; or An assessment has been made and it is expected that the expenditure will be recouped through successful exploitation of the area of interest, or alternatively, by its sale. The costs of drilling exploration wells are initially capitalised pending the results of the well. Costs are expensed where the well does not result in the successful discovery of economically recoverable hydrocarbons or helium. Areas of interest may be recognised at either the field or the well level, depending on the nature of the project. Subsequent to the recognition of an area of interest, all further costs relating to the area of interest are capitalised. Each potential or recognised area of interest is reviewed half-yearly to determine whether economic quantities of reserves have been found or whether further exploration and evaluation work is underway or planned to support the continued carry forward of capitalised costs. Upon approval for the commercial development of an area of interest, accumulated expenditure for the area of interest is transferred to oil, gas and helium properties. The recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest. Impairment At each reporting date, the Consolidated Entity assesses whether there is any indication that an asset may be impaired. If any such indication of impairment exists, or when annual impairment testing for an asset is required, the Consolidated Entity makes a formal estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of fair value less costs to sell and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases, the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash- generating unit is considered impaired and is written down to its recoverable amount. In assessing value in use, an assessment is made as to whether the Company intends to make substantive expenditures on the asset and the carrying amount of the assets is assessed against the market capitalisation of the Company. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at a revalued amount (in which case the impairment loss is treated as a revaluation decrease). NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 42 12. Exploration and evaluation assets (continued) Where an impairment loss subsequently reverses, the carrying amount of the asset (cash- generating unit) is increased to the revised estimate of 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). Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 13. Trade and other payables Trade creditors and other accruals 472,016 330,432 472,016 330,432 Accounting policy: Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Consolidated Entity prior to the end of the financial year that are unpaid and arise when the Consolidated Entity becomes obliged to make future payments in respect of the purchase of these goods and services. 14. Lease liabilities Current Lease liabilities10 423,413 - 423,413 - Non-Current Lease liabilities10 11,025,689 - 11,025,689 - 15. Provisions Current Employee benefits 231,166 170,856 Restoration - 47,251 231,166 218,107 10 The lease is for the IACX Energy processing plant with an initial term of 3 years with the option to extend for a further 7 years using an interest rate of 1.25%. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 43 Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 15. Provisions (continued) Non-Current Employee benefits 21,971 9,761 Restoration 141,687 24,885 163,658 34,646 Reconciliation of the movements in the restoration provision: Balance at start of year 72,136 133,842 Additions during the year 112,235 24,884 Utilisation of provision (12,113) (86,590) Reversal of provision (37,700) - Foreign exchange movements 7,129 - Balance at end of year 141,687 72,136 The restoration obligations are expected to be incurred over a period from 1 to 15 years. The Company has recognised a provision for restoration related to the estimated cost of restoration work required at the end of the useful life of the wellbores it owns, including removal of facilities and equipment required or intended to be removed. These provisions have been created based on the Company’s estimate. These estimates are reviewed regularly to consider any material changes to the assumptions. However actual decommissioning costs will ultimately depend upon future market prices for the necessary decommissioning works required which will reflect market conditions at the relevant time. These estimates of restoration are subject to significant estimates and assumptions which are outlined in the accounting policy note. Accounting policy: Provisions are recognised when the Consolidated Entity has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using a pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as finance costs. Liabilities for wages and salaries, and other short-term benefits expected to be settled within 12 months of the reporting date are recognised in current provisions in respect of employees' services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 44 15. Provisions (continued) Restoration provision The Consolidated Entity records the present value of the estimated cost of legal and constructive obligations to restore operating locations in the year in which the obligation arises. The nature of restoration activities includes the removal of facilities, abandonment of wells and restoration of affected areas. Typically, the obligation arises when the asset is installed at the production location. When the liability is initially recorded, the estimated cost is capitalised by increasing the carrying amount of the related oil and gas properties. Costs incurred that relate to an existing condition caused by past operations, and do not have future economic benefit, are expensed. Consolidated Entity 31 December 2024 Consolidated Entity 31 December 2023 No. $ No. $ 16. Contributed equity Balance at beginning of year 1,942,265,281 33,411,947 1,586,170,058 26,435,332 Share issue from placement: 23-Oct-23 - - 333,333,334 7,000,000 Share issue from share purchase plan: 23-Nov-23 - - 22,761,889 478,000 Share issue from performance rights conversion: 28-Jun-24 2,620,018 - - - Share issue from placement: 16-Sep-24 486,221,323 1,944,885 - - Share issue from placement: 30-Oct-24 263,778,677 1,055,115 - - Share issue costs - (301,337) - (501,385) Balance at end of year 2,694,885,299 36,110,610 1,942,265,281 33,411,947 Accounting policy: Issued and paid-up capital is recognised at the fair value of the consideration received by the Consolidated Entity. Any share issue costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the proceeds received. Capital management When managing capital, the Board’s objective is to ensure the Consolidated Entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity. Management monitors capital by reviewing the level of cash on hand, cash flow forecasts and working capital requirements of the Consolidated Entity in view of the Consolidated Entity’s existing cash resources of $2,691,224 (31 December 2023: $6,869,070) and ability of the Company to raise capital as needed. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 45 Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 17. Reserves Foreign currency translation reserve Balance at beginning of year 32,617 54,038 Foreign exchange on translation of operations 379,838 (21,421) Balance at end of year 412,455 32,617 Options reserve Balance at beginning of year 1,377,561 1,377,561 Balance at end of year 1,377,561 1,377,561 Share based payments Balance at beginning of year 2,068,200 2,707,269 Options granted 78,888 225,000 Performance rights granted11 - 160,000 Performance rights cancelled (120,000) - Revaluation of performance rights (1,088,800) (1,024,069) Balance at end of year 938,288 2,068,200 Total reserves 2,728,304 3,478,378 11 A total of 24,000,000 tranche 1-5 unlisted performance rights expiring 7 January 2024 to 7 January 2025 were granted to Ross Warner; a total of 39,000,000 tranche 1-5 unlisted performance rights expiring 7 January 2024 to 7 January 2025 were granted to Trent Spry; a total of 8,000,000 tranche 1-5 unlisted performance rights expiring 7 January 2024 to 7 January 2025 were granted to Neil Rinaldi; and a total of 10,000,000 tranche 1-5 unlisted performance rights expiring 7 January 2024 to 7 January 2025 were granted to Peter Kondrat on 7 July 2022. A total of 10,000,000 tranche 1-5 unlisted performance rights expiring 18 May 2024 to 18 May 2025 were granted to Scott Fenoglio on 18 November 2022. A total of 10,000,000 tranche 1-5 unlisted performance rights expiring 7 January 2024 to 7 January 2025 were granted to an employee on 27 October 2023. The performance rights granted to Ross Warner, Trent Spry and Neil Rinaldi were approved by shareholders at the 31 May 2022 annual general meeting. The performance rights granted to Peter Kondrat, Scott Fenoglio and the employee were issued using the Company’s ASX LR 7.1 (15%) capacity. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 46 Consolidated Entity 31 December 2024 No. Consolidated Entity 31 December 2023 No. 17. Reserves (continued) Unlisted options Balance at beginning of year 26,194,726 34,389,452 Options granted 93,914,401 9,000,000 Options free-attaching 375,000,000 - Options expired (17,194,726) (17,194,726) Balance at end of year 477,914,401 26,194,726 Unlisted performance rights Balance at beginning of year 101,000,000 91,000,000 Performance rights granted - 10,000,000 Performance rights expired (59,979,982) - Performance rights cancelled (6,000,000) - Performance rights converted (2,620,018) - Balance at end of year 32,400,000 101,000,000 NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 47 17. Reserves (continued) Inputs Director Performance Rights Employee Performance Rights Employee Performance Rights Employee Performance Rights Number of performance rights at year end 28,400,000 2,000,000 2,000,000 Nil Exercise price $Nil $Nil $Nil $Nil Expiry date Varies between 7 July 2024 & 7 January 2025 Varies between 7 July 2024 & 7 January 2025 Varies between 18 November 2024 & 18 May 2025 Expires 7 January 2025, cancelled 12 April 2024 Grant date 7 July 2022 7 July 2022 18 November 2022 27 October 2023 Vesting date Upon vesting conditions being met Upon vesting conditions being met Upon vesting conditions being met Upon vesting conditions being met Vesting conditions Tranche 1: vest and be convertible upon: the Company publicly reporting two (2) independently certified helium discoveries; and the Company’s achieving a 20-day VWAP of $0.10 or more, within 18 months after issue of the performance right Tranche 2: vest and be convertible upon the Company publicly reporting: Independently certified helium reserves; and Independently certified helium reserves and resources including net recoverable helium meeting at least one of the following metrics: (i) P90 greater than 10 Bcf; or (ii) P50 greater than 20 Bcf; or (iii) P10 greater than 30 Bcf, Tranche 1: vest and be convertible upon: the Company publicly reporting two (2) independently certified helium discoveries; and the Company’s achieving a 20-day VWAP of $0.10 or more, within 18 months after issue of the performance right Tranche 2: vest and be convertible upon the Company publicly reporting: Independently certified helium reserves; and Independently certified helium reserves and resources including net recoverable helium meeting at least one of the following metrics: (i) P90 greater than 10 Bcf; or (ii) P50 greater than 20 Bcf; or (iii) P10 greater than 30 Bcf, Tranche 1: vest and be convertible upon: the Company publicly reporting two (2) independently certified helium discoveries; and the Company’s achieving a 20-day VWAP of $0.10 or more, within 18 months after issue of the performance right Tranche 2: vest and be convertible upon the Company publicly reporting: Independently certified helium reserves; and Independently certified helium reserves and resources including net recoverable helium meeting at least one of the following metrics: (i) P90 greater than 10 Bcf; or (ii) P50 greater than 20 Bcf; or (iii) P10 greater than 30 Bcf, Tranche 1: vest and be convertible upon: the Company publicly reporting two (2) independently certified helium discoveries; and the Company’s achieving a 20-day VWAP of $0.10 or more, within 18 months after issue of the performance right Tranche 2: vest and be convertible upon the Company publicly reporting: Independently certified helium reserves; and Independently certified helium reserves and resources including net recoverable helium meeting at least one of the following metrics: (i) P90 greater than 10 Bcf; or (ii) P50 greater than 20 Bcf; or (iii) P10 greater than 30 Bcf, NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 48 within 18 months after issue of the performance right Tranche 3: vest and be convertible upon the Company having drilled five (5) separate prospects within two (2) years after issue of the performance right Tranche 4: vest and be convertible upon the Company making a Final Investment Decision (FID) in relation to the development of a facility for the development of a helium project within 2 years after issue of the performance right Tranche 5: vest and be convertible upon the Company selling helium within 30 months after issue of the performance right within 18 months after issue of the performance right Tranche 3: vest and be convertible upon the Company having drilled five (5) separate prospects within two (2) years after issue of the performance right Tranche 4: vest and be convertible upon the Company making a Final Investment Decision (FID) in relation to the development of a facility for the development of a helium project within 2 years after issue of the performance right Tranche 5: vest and be convertible upon the Company selling helium within 30 months after issue of the performance right within 18 months after issue of the performance right Tranche 3: vest and be convertible upon the Company having drilled five (5) separate prospects within two (2) years after issue of the performance right Tranche 4: vest and be convertible upon the Company making a Final Investment Decision (FID) in relation to the development of a facility for the development of a helium project within 2 years after issue of the performance right Tranche 5: vest and be convertible upon the Company selling helium within 30 months after issue of the performance right within 18 months after issue of the performance right Tranche 3: vest and be convertible upon the Company having drilled five (5) separate prospects within two (2) years after issue of the performance right Tranche 4: vest and be convertible upon the Company making a Final Investment Decision (FID) in relation to the development of a facility for the development of a helium project within 2 years after issue of the performance right Tranche 5: vest and be convertible upon the Company selling helium within 30 months after issue of the performance right Share price at grant date $0.03 $0.03 $0.03 $0.02 Risk free interest rate 2.725% 2.725% 3.053% 4.282% Volatility 85% 85% 85% 80% Performance rights value (total) $Nil (Tranche 1 and 2 did not vest and Tranche 4 expired subsequent to the period end and the fair value has been adjusted to reflect updated probabilities) $Nil (Tranche 1 and 2 did not vest and Tranche 4 expired subsequent to the period end and the fair value has been adjusted to reflect updated probabilities) $Nil (Tranche 1 and 2 did not vest and Tranche 4 expired subsequent to the period end and the fair value has been adjusted to reflect updated probabilities) $Nil NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 49 17. Reserves (continued) Non-performance based options Inputs Director Options Broker Options Number of options 9,000,000 93,914,401 Exercise price $0.028 $0.01 Expiry date 11-Sep-27 30-Oct-26 Grant date 10-Sep-23 30-Oct-24 Vesting date 3,000,000 – 10-Sep-24 3,000,000 – 10-Sep-25 3,000,000 – 10-Sep-26 30-Oct-24 Share price at grant date $0.025 $0.004 Risk free interest rate 3.85% 3.99% Volatility 251% 80% Option value $0.025 $0.00084 Accounting policy: The Consolidated Entity provides benefits to directors and employees of the Consolidated Entity in the form of equity, whereby directors and employees render services in exchange for shares, options to acquire shares or rights over shares. The cost of these equity-settled transactions with employees and directors is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using an appropriate model. In valuing equity-settled transactions, account is taken of performance conditions where the conditions are linked to the price of the shares of Blue Star Helium Limited. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the year in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period). The cumulative expense recognised for equity- settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) for non-market-based hurdles, the extent to which the hurdle has been satisfied. Consolidated Entity’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for changes in the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of the fair value at grant date. The profit or loss charge or credit for a year represents the movement in cumulative expense recognised as at the beginning and end of that year. The dilutive effect, if any, of outstanding securities is reflected as additional share dilution in the computation of earnings per share. Options / performance rights reserve The options / performance rights reserve is used to record the value of share-based payments and other options purchased by/provided to Key Management Personnel, and other parties as part of their remuneration, or for the provision of services. Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising from the conversion of the financial statement of foreign subsidiaries. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 50 18. Financial risk management objectives and policies The Company and the Consolidated Entity have exposure to the following risks from their use of financial instruments: market risk; liquidity risk; and credit risk. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board is responsible for developing and monitoring risk management policies. The Consolidate Entity’s principal financial instruments comprise cash at bank. The main purpose of these financial instruments is to provide working capital for the Consolidated Entity’s operations. The Consolidated Entity’s has various other financial instruments such as trade creditors, which arise directly from its operations. Throughout the year under review, the Consolidated Entity’s policy is that no trading in financial instruments shall be undertaken. The main risks arising from the Consolidated Entity’s financial instruments are market risk (which includes equity price risk, interest rate risk, foreign currency risk and commodity risk), liquidity risk and credit risk. The Board reviews and agrees on policies for managing each of these risks and they are summarised below: Market risk Equity price risk As at 31 December 2024 there is no material equity risk for the Company. Interest rate risk At balance date the Consolidated Entity’s exposure to market risk for changes in interest rates relates primarily to the Company’s cash at bank. As at 31 December 2024 there is no material interest rate risk for the Company. Foreign currency risk As a result of the Company’s operations in the USA being denominated in USD, the Consolidated Entity’s Statement of Financial Position can be affected significantly by movements in the USD/AUD exchange rates. The Company does not hedge this translational risk exposure. The Consolidated Entity manages its foreign exchange risk by constantly reviewing its exposure to commitments payable in foreign currency and ensuring appropriate cash balances are maintained in United States Dollars, to meet current operational commitments. At 31 December 2024 the Consolidated Entity had no forward foreign exchange contracts in place. Commodity price risk The Consolidated Entity is exposed to commodity price fluctuations through the sale of petroleum products denominated in US dollars – specifically the natural gas, condensate and oil prices in the USA. The Consolidated Entity will have a future price risk to helium prices once any wells enter production. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 51 18. Financial risk management objectives and policies (continued) Liquidity risk The Consolidated Entity’s objective is to maintain a balance between continuity of funding and flexibility through the use of its cash and funding alternatives. The Consolidated Entity manages liquidity risk by maintaining adequate funds through the monitoring of future rolling cash flow forecasts of its operations, which reflect management’s expectations of the settlement of financial assets and liabilities. The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of any netting agreements. Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 0-6 months (1,431,822) (330,432) 6-12 months (1,161,446) - 1-5 years (11,695,114) - > 5 years (7,549,398) - (21,837,780) (330,432) The following table discloses the contractual maturity analysis of financial assets and liabilities as at the end of the financial year: <6 Months 6-12 Months 1-5 Years >5 Years Total 31 December 2024 Financial assets Cash and cash equivalents 2,691,224 - - - 2,691,224 Trade and other receivables 202,650 - - - 202,650 Deposits - 156,473 - - 156,473 2,893,874 156,473 - - 3,050,347 Financial liabilities Trade and other payables (472,016) - - - (472,016) Lease liabilities (959,806) (1,161,446) (11,695,114) (7,549,398) (21,365,764) (1,431,822) (1,161,446) (11,695,114) (7,549,398) (21,837,780) Net inflow / (outflow) 1,462,052 (1,004,973) (11,695,114) (7,549,398) (18,787,433) NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 52 18. Financial risk management objectives and policies (continued) <6 Months 6-12 Months 1-5 Years >5 Years Total 31 December 2023 Financial assets Cash and cash equivalents 6,869,070 - - - 6,869,070 Trade and other receivables 58,799 - - - 58,799 Deposits - - 142,398 - 142,398 6,927,869 - 142,398 - 7,070,267 Financial liabilities Trade and other payables 330,432 - - - 330,432 330,432 - - - 330,432 Net inflow / (outflow) 6,597,437 - 142,398 - 6,739,835 Credit risk Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Consolidated Entity. Credit risk arises from the financial assets of the Consolidated Entity, which comprise cash and cash equivalents, trade and other receivables. The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses, represents the Consolidated Entity’s maximum exposure to credit risk without taking account of the value of any collateral or other security obtained. Exposure at balance date is addressed in each applicable note. The Consolidated Entity does not hold any credit derivatives to offset its credit exposure. The Consolidated Entity trades only with recognised, creditworthy third parties and has adopted a policy of dealing with creditworthy counterparts and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults. Specific concentration of credit risk exists primarily within cash and cash equivalents. As at 31 December 2024 the only trade receivables and other receivable is for GST receivable and other receivables. The Consolidated Entity does have a significant credit risk exposure to the provider of its helium facility (IACX Energy LLC) as that facility will be the sole source of helium revenue in Las Animas county in the near term. The carrying amount of financial assets recorded in the financial statements, net of any allowance for impairment losses, represents the Consolidated Entity’s maximum exposure to credit risk. Fair value All assets and liabilities for which fair value is disclosed in the financial statements are categorised within the fair value hierarchy, described below as follows, based on the lowest level input that is significant to the fair value measurement as a whole: o Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities o Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable o Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable The Directors consider that the carrying amount of the financial assets and liabilities recorded in the financial statements approximate their fair values. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 53 19. Operating segments For management purposes, the Company is organised into one main operating segment, which involves helium (including oil and gas) exploration, development and production in the USA. All the Company's activities are interrelated, and discrete financial information is reported to the Chairman and the management team as a single segment. Accordingly, all significant operating decisions are based upon analysis of the Company as one segment. The financial results from this segment are equivalent to the financial statements of the Consolidated Entity as a whole. The Consolidated Entity derives its revenue from the sale of gas, condensate & NGL’s produced in the USA. During the reporting periods ended 31 December 2024 and 31 December 2023 external sales of gas, condensate & NGL’s were made to customers solely located in the USA. US Corporate Total 31 December 2024 Segment revenue (216,574) 27,134 (189,440) Segment assets 20,169,978 2,571,290 22,741,268 Segment liabilities (11,927,634) (388,308) (12,315,942) 31 December 2023 Segment revenue 8,006 60,941 68,947 Segment assets 15,358,306 7,144,626 22,502,932 Segment liabilities (247,923) (335,262) (583,185) Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 20. Auditor’s remuneration The auditor of Blue Star Helium Limited is Stantons International. Amounts received or due and receivable in relation to the entity or any other entity in the Consolidated Entity: Audit or review of the financial report 55,369 51,495 55,369 51,495 Total fees paid or payable to the Company’s auditors Stantons Corporate Finance Pty Ltd for non-audit services provided to the Company during the year ended 31 December 2024 were $Nil (2023: $1,000). NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 54 21. Director and KMP disclosures The following persons were either Directors or key management personnel of Blue Star Helium Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Name Title Neil Rinaldi Non-Executive Chairman Trent Spry Managing Director and Chief Executive Officer Gregg Peters Non-Executive Director Ross Warner President, Commercial & Legal Peter Kondrat Chief Operating Officer Scott Fenoglio Chief Financial Officer Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 21. Director and KMP disclosures (continued) Compensation by Category: Key Management Personnel Short-Term (including bonus) 1,310,003 1,369,926 Post-Employment 58,822 60,782 Long-Term - - Share-based Payments (1,088,800) (759,069) 280,025 671,639 During the year ended 31 December 2024 and the year ended 31 December 2023 there were no loans provided to Key Management Personnel. There was an amount of $Nil accrued at 31 December 2024 (2023: $Nil) relating to business expenses incurred by Directors. There were no transactions with Key Management Personnel other than those described above. At 31 December 2024 and 31 December 2023 there were no balances outstanding in relation to Key Management Personnel other than those described above and in the Remuneration Report. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 55 Company 31 December 2024 $ Company 31 December 2023 $ 22. Parent Entity information Current Assets 2,569,411 6,236,138 Non-Current Assets 1,880 4,247 Total Assets 2,571,291 6,240,385 Current Liabilities 366,338 289,236 Non-Current Liabilities 21,971 9,762 Total Liabilities 388,309 298,998 Net Assets 2,182,982 5,941,387 EQUITY Contributed equity 36,110,610 33,411,947 Reserves 2,315,849 3,445,761 Accumulated losses (36,243,477) (30,916,321) Total Equity 2,182,982 5,941,387 (Loss) for the year (5,327,156) (7,626,271) Total comprehensive (loss) for the year (5,327,156) (7,626,271) There are no commitments or contingencies other than those disclosed in this report. There are no guarantees. 23. Events after the end of the reporting period There are no matters or circumstances that have arisen since the end of the period which will significantly affect, or may significantly affect, the state of affairs or operations of the Consolidated Entity in future financial years other than the following: On 7 January 2025, 16,200,000 unlisted performance rights expired. NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 56 Consolidated Entity 31 December 2024 $ Consolidated Entity 31 December 2023 $ 24. Commitments and contingencies The Consolidated Entity is planning to undertake a drilling programme later this year but as at 31 December 2024 it is not formally committed. The material commitments relating to operating and exploration expenditure include leasehold and surface rental payments and monthly service payments for the Helium Recovery Unit: < 1 year 510,891 1,846,145 1 – 5 years 1,918,317 5,360,603 > 5 years 119,636 536,828 2,548,844 7,743,576 On 30 June 2023 the Company announced that it had entered into a Gas Processing Services Agreement with a third-party midstream company based in the US, IACX Energy LLC. The Company sought out the opinion of a third-party consulting firm as to the accounting treatment for this agreement. The agreement is accounted for as a lease in accordance with AASB 16 requirements now that payments have commenced. a. Contingent assets There are no contingent assets as at 31 December 2024. b. Contingent liabilities There are no contingent liabilities as at 31 December 2024. CONSOLIDATED ENTITY DISCLOSURE STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2024 Blue Star Helium Limited and Controlled Entities 57 Company Name Entity Type Place of Incorporation Place of Tax Residency 31 December 2024 % Ownership 31 December 2023 % Ownership Controlled by Blue Star Helium Limited: Santa Energy Pty Ltd12 Company Australia Australia 0% 100% BNL (USA Helium) Pty Ltd Company Australia Australia 100% 100% Controlled by BNL (USA Helium) Pty Ltd: Blue Star USA Holdings Inc13 Company USA USA 100% 100% BNL (Enterprise) Inc (at 31 December 2023) Company USA USA 0% 100% Las Animas Leasing Inc (at 31 December 2023) Company USA USA 0% 100% Controlled by Blue Star USA Holdings Inc: BNL (Enterprise) Inc (at 30 June 2024) Company USA USA 100% 0% Las Animas Leasing Inc (at 30 June 2024) Company USA USA 100% 0% Blue Star Helium Limited (the “parent entity”) and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. 12 Santa Energy Pty Ltd was de-registered on 22 May 2024. 13 Blue Star USA Holdings Inc was incorporated 21 November 2023. DIRECTORS’ DECLARATION Blue Star Helium Limited and Controlled Entities 58 In accordance with a resolution of Directors of Blue Star Helium Limited, the Directors declare that: they are of the opinion that the Consolidated financial statements and Notes of Blue Star Helium Limited, and the remuneration disclosures contained in the Remuneration Report for the year ended 31 December 2024 are in accordance with the Corporations Act 2001, including: o giving a true and fair view of the financial position as at 31 December 2024 and the performance for the year ended on that date of the Consolidated Entity; and o complying with Accounting Standards (including Australian Accounting Interpretations) and the Corporations Regulations 2001; and the financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 1; and in the Directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by section 295A of the Corporations Act 2001. The consolidated entity disclosure statement is true and correct. Signed in accordance with a resolution of the Directors. On behalf of the directors ____________________ Trent Spry Managing Director and Chief Executive Officer 28 March 2025 Liability limited by a scheme approved under Professional Standards Legislation PO Box 1908 West Perth WA 6872 Australia Level 2, 40 Kings Park Road West Perth WA 6005 Australia Tel: +61 8 9481 3188 Fax: +61 8 9321 1204 ABN: 84 144 581 519 www.stantons.com.au Stantons Is a member of the Russell Bedford International network of firms INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BLUE STAR HELIUM LIMITED Report on the Audit of the Financial Report Opinion We have audited the financial report of Blue Star Helium Limited (“the Company”), and its subsidiaries (“the Group”), which comprises the consolidated statement of financial position as at 31 December 2024, the consolidated statement of 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 a summary of significant accounting policies, and the directors' declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 31 December 2024 and of its financial performance for the year then ended; and (ii) 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 Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110: Code of Ethics for Professional Accountants (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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty Relating to Going Concern Without modifying our audit opinion expressed above, attention is drawn to the following matter. As referred to in Note 2(b) to the financial statements, the consolidated financial statements have been prepared on a going concern basis. At 31 December 2024, the Group had cash and cash equivalents of $2,691,224, and incurred a loss after income tax of $13,063,172. The ability of the Group to continue as a going concern and meet its planned exploration, administration and other commitments is dependent upon the Group raising further working capital and/or successfully exploiting its mineral assets. In the event that the Group is not successful in raising further equity or successfully exploiting its mineral assets, the Group may not be able to meet its liabilities as and when they fall due and the realisable value of the Group’s current and non-current assets may be significantly less than book values. Key Audit Matters In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matter described below to be Key Audit Matter to be communicated in our report. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matters How the matter was addressed in the audit Carrying Value of Exploration and Evaluation Assets As at 31 December 2024, Exploration and Evaluation Assets totalled $9,126,526 (refer to Note 12 of the financial report). The carrying value of exploration and evaluation assets is a key audit matter due to: • The significance of the expenditure capitalised representing 40% of total assets; • The necessity to assess management’s application of the requirements of the accounting standard Exploration for and Evaluation of Mineral Resources (“AASB 6”), in light of any indicators of impairment that may be present; and • The assessment of significant judgements made by management in relation to the capitalised exploration and evaluation expenditure. Inter alia, our audit procedures included the following: i. Assessing the Group’s right to tenure over exploration assets by corroborating the ownership of the relevant licences for mineral resources on a sample basis; ii. Reviewing the directors’ assessment of the carrying value of the capitalised exploration and evaluation costs, ensuring the veracity of the data presented and assessing management’s consideration of potential impairment indicators, and the stage of the Group’s projects also against AASB 6; iii. Evaluation of Group documents for consistency with the intentions for continuing exploration and evaluation activities in areas of interest and corroborated in discussions with management. The documents we evaluated included: ▪ Minutes of the board and management; and ▪ Announcements made by the Group to the Australian Securities Exchange; and iv. Consideration of the requirements of accounting standard AASB 6 and reviewed the financial statements to ensure appropriate disclosures are made. Lease with IACX Energy LLC As disclosed in notes 11, 14 and 24 of the financial report, the company agreed during the year to lease a helium recovery plant from IACX Energy LLC. The application of AASB 16 (“Leases”) required management to assess each active contract to which the company is party to and to identify whether it is, or it contains, a lease. Further, management was also required to make significant judgements in the initial accounting for, and subsequently measurement of, these leases, including: ➢ determining the commencement date of the lease and its term; ➢ establishing the lease term including any renewal options that are reasonably certain to be elected; ➢ the evaluation of subsequent contract modifications, including impairment of Right of use assets; and ➢ determining the incremental borrowing rate to be applied to historic leases. We considered this area to be a key audit matter given the magnitude of the amounts involved, the complex nature of these transactions and the significant judgements in the application of lease accounting. Inter alia, our audit procedures included the following: i. Examining the contract with IACX Energy LLC; ii. Reviewing and assessing the independent external accounting received by management from their accounting expert on the application of the lease contract under AASB 16 and its commencement date; iii. Reviewing and assessing the Right of Use asset calculation and lease liabilities iv. Given delays to planned production in the period, we challenged management on the carrying value of Right of Use asset, the assumptions used in the impairment calculation; and v. Considered the adequacy of the financial report disclosures contained in financial report in relation to AASB 16. Other Information The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 31 December 2024 but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance opinion 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 of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view 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 Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of the financial report that gives a true and fair view 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 entity's internal control. 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report. We 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. We evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. We obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance 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. The Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements. 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, related safeguards. 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 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 12 to 20 of the directors’ report for the year ended 31 December 2024. In our opinion, the Remuneration Report of Blue Star Helium Limited for the year ended 31 December 2024 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (Trading as Stantons International) (An Authorised Audit Company) Martin Michalik Director West Perth, Western Australia 28 March 2025 SHAREHOLDER INFORMATION Blue Star Helium Limited and Controlled Entities 64 As at 25 March 2025 Issued Securities Listed on ASX Unlisted Total Fully paid ordinary shares 2,694,885,299 - 2,694,885,299 $0.028 unlisted options expiring 11-Sep- 27 - 9,000,000 9,000,000 $0.01 unlisted options expiring 31-Oct-26 - 468,914,401 468,914,401 Tranche 3 performance rights expiring 07-Jul-24 - 14,200,000 14,200,000 Tranche 5 performance rights expiring 18-May-25 - 2,000,000 2,000,000 Total 2,694,885,299 494,114,401 3,188,999,700 Distribution of Listed Ordinary Fully Paid Shares Spread of Holdings Number of Holders Number of Units % of Total Issued Capital 1 - 1,000 170 40,777 0.00% 1,001 - 5,000 41 101,501 0.00% 5,001 - 10,000 96 869,450 0.03% 10,001 - 100,000 1,372 62,663,694 2.33% 100,001 - and over 1,290 2,631,209,877 97.64% Total 2,969 2,694,885,299 100.00% SHAREHOLDER INFORMATION Blue Star Helium Limited and Controlled Entities 65 Top 20 Listed Ordinary Fully Paid Shareholders Rank Shareholder Shares Held % Issued Capital 1. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 153,477,687 5.70% 2. CITICORP NOMINEES PTY LIMITED 101,224,825 3.76% 3. FERNSHA PTY LIMITED 91,317,381 3.39% 4. BINVID PTY LTD 90,014,048 3.34% 5. MR KIE CHIE WONG 73,809,524 2.74% 6. BNP PARIBAS NOMINEES PTY LTD57,340,541 2.13% 7. MR CHARLES WOOD 50,000,000 1.86% 8. MR STEVE VAN DER VEEKEN 44,000,000 1.63% 9. PETO PTY LTD <1953 SUPER FUND A/C> 40,000,000 1.48% 9. BLAMNCO TRADING PTY LTD 40,000,000 1.48% 10. GLOBAL EFFICIENT SOLUTIONS PTY LTD 39,000,000 1.45% 11. TT-DD PTY LIMITED 36,992,856 1.37% 12. MR KOK KEEN CHONG & MRS HUE NGHI CHONG 32,000,000 1.19% 13. MR NIKOLA KRKOVSKI 28,281,722 1.05% 14. TIMOTHY WONG 27,952,381 1.04% 15. MR ROGAN RICHARD YATES 27,000,000 1.00% 16. OCEANVIEW SUPER FUND PTY LTD 23,971,522 0.89% 17. AEI AUSTRALIA PTY LTD 23,500,000 0.87% 18. GOLDEN WORDS PTY LTD 22,023,810 0.82% 18. ONE MANAGED INVESTMENT FUNDS LIMITED 22,023,810 0.82% 18. REBELOTES PTY LTD 22,000,000 0.82% 19. OPTIM8 PTY LTD 22,000,000 0.82% 19. MR SEBASTIAN MARR 22,000,000 0.82% 19. JETOSEA PTY LTD 22,000,000 0.82% 20. BUTTONWOOD NOMINEES PTY LTD 20,479,830 0.76% Total 1,132,409,937 42.05% The number of shareholdings held in less than marketable parcels is 1,317. The Company has the following substantial shareholders listed in its register as at 25 March 2025: Rank Shareholder Shares Held % Issued Capital 1. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 153,477,687 5.70% The Company has the following unquoted option holders with >20% holding listed in its register as at 25 March 2025: Rank Option Holder Option Details Options Held % Issued Capital 1. GREGG WALTER PETERS $0.028 unlisted options expiring 11-Sep-27 9,000,000 100.00% Total 9,000,000 100.00% 1. CG NOMINEES (AUSTRALIA) PTY LTD $0.01 unlisted options expiring 31-Oct-26 93,914,401 20.03% Total 93,914,401 20.03% SHAREHOLDER INFORMATION Blue Star Helium Limited and Controlled Entities 66 The Company has the following unquoted performance right holders with >20% holding listed in its register as at 25 March 2025: Rank Performance Right Holder Performance Right Details Performance Right Held % Issued Capital 1. TRENT SPRY Tranche 3 performance rights expiring 07-Jul-24 7,800,000 54.93% 2. MR ROSS WARNER Tranche 3 performance rights expiring 07-Jul-24 4,800,000 33.80% Total 12,600,000 88.73% 1. SCOTT FENOGLIO Tranche 5 performance rights expiring 18-May-25 2,000,000 100.00% Total 2,000,000 100.00% Ordinary Shares Voting Rights - Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders: each Shareholder entitled to vote may vote in person or by proxy, attorney or representative; on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited). The Company has no restricted securities on issue as at the date of this report. LICENCE INFORMATION Blue Star Helium Limited and Controlled Entities 67 Schedule of Licences Helium Project, Colorado, USA Counterparty Location Operator Total Net Acres Working Interest Net Revenue Interest Fee Minerals Owners Las Animas, CO Blue Star Group 107,789 91% 80.0% - 87.5% Colorado State Las Animas, CO Blue Star Group 19,237 100% 80% Bureau of Land Management Las Animas, CO Blue Star Group 69,903 100% 85% -87.5% Hawkeville Overriding Royalty Interest Well Name Area Royalty Interest Donnell 457 1&2 McMullen, TX 0.125000% Donnell C-1H McMullen, TX 0.993450% Donnell C-2H McMullen, TX 0.993450% Donnell-Mullholland Unit 1&2 McMullen, TX 0.059553%