ANNUAL REPORT 2024 1 Constellation Resources Limited ACN: 153 144 211 2024 ANNUAL REPORT 2 CONSTELLATION RESOURCES LIMITED CORPORATE DIRECTORY DIRECTORS Mr Ian Middlemas — Chairman Mr Peter Woodman — Managing Director Mr Peter Muccilli — Technical Director Mr Robert Behets — Non-Executive Director Mr Mark Pearce — Non-Executive Director COMPANY SECRETARY Mr Lachlan Lynch REGISTERED OFFICE Level 9, 28 The Esplanade, Perth WA 6000 Australia Tel: +61 8 9322 6322 Fax: +61 8 9322 6558 AUDITOR William Buck Audit (WA) Pty Ltd SOLICITORS Thomson Geer STOCK EXCHANGE Australian Securities Exchange Fully Paid Ordinary Shares (ASX Code: CR1) SHARE REGISTER Automic Registry Services Level 5, 191 St Georges Terrace Perth WA 6000 AUSTRALIA Tel: 1300 288 664 BANKERS National Australia Bank Australia and New Zealand Banking Group Limited CONTENTS PAGE Directors’ Report 1 Auditor’s Independence Declaration 19 Consolidated Statement of Profit or Loss and Other Comprehensive Income 20 Consolidated Statement of Financial Position 21 Consolidated Statement of Changes in Equity 22 Consolidated Statement of Cash Flows 23 Notes to the Financial Statements 24 Consolidated Entity Disclosure Statement 42 Directors’ Declaration 43 Independent Auditor’s Report 44 Corporate Governance Statement 49 ASX Additional Information 50 DIRECTORS’ REPORT Constellation Resources Limited ANNUAL REPORT 2024 1 The Directors of Constellation Resources Limited present their report on the Group consisting of Constellation Resources Limited (the “Company” or “Constellation”) and the entities it controlled at the end or, or during, the year ended 30 June 2024 (the “Group”). PRINCIPAL ACTIVITIES The principal activity of the Group during the year consisted of the exploration for minerals and other commodities, including the Orpheus Project. OPERATING AND FINANCIAL REVIEW Highlights • Preferred applicant for six Special Prospecting Authorities with an Acreage Option (“SPA-AO”) applications covering 56,192km2 within Western Australia (Figure 1, 2 and 3). These first mover applications capture two basin scale opportunities that are considered highly prospective for natural hydrogen and helium. • Western Australian parliament passed the Petroleum Legislation Amendment Bill 2023 in May 2024 that establishes the framework for both the exploration for, and subsequent inclusion into existing gas pipelines, of naturally occurring hydrogen in Western Australia. o Global hydrogen demand is expected to grow fivefold by 2050. Current hydrogen consumption is mainly sourced from grey hydrogen (produced by natural gas). o The economic potential of natural hydrogen as an energy source with its additional benefit as a zero-carbon fuel is gathering momentum worldwide. o Natural hydrogen is sourced underground and offers the potential for significantly lower cost of production when carbon emissions compared to other hydrogen production (including subsidies). o Hydrogen is a colourless, odourless, tasteless and non-toxic gas which when combusted produces only a water vapour, making it a greener energy source. • Soil sampling undertaken at the Orpheus Project (“Orpheus”) identified promising coherent nickel and copper anomalism, with other pathfinder elements for nickel sulphides confirmed. Testing of prospective targets with air-core drilling to occur, subject to finalising terms of heritage agreements and rig availability. • Successful completion of placement to sophisticated investors and Directors and Officers of the Company to raise gross proceeds of $1.4 million. • Several opportunities have been reviewed and the Company will continue in its efforts to identify and acquire suitable new opportunities in the resources sector, both domestically and overseas. Figure 1: Edmund-Collier Basin STP- SPA-0116-19 Application Locations. DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 2 Figure 2: Edmund-Collier and Yerrida Basin Projects SPA-AO Application Locations. DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 3 EXPLORATION FOR NATURALLY OCCURRING HYDROGEN LEGISLATED IN WESTERN AUSTRALIA During the financial year, the Western Australian parliament passed the Petroleum Legislation Amendment Bill 2023, which establishes the framework for both the exploration for, and subsequent inclusion into existing gas pipelines, of naturally occurring hydrogen in Western Australia. Constellation was previously advised that it had been conditionally accepted as the preferred applicant for six Special Prospecting Authorities with an Acreage Option (“SPA-AO”) applications over the Edmund-Collier and Yerrida Basin areas (Figure 2), a cumulative area of 56,192km2. Constellation considers that it has selected two of the most prospective large-scale basin opportunities for hydrogen, helium and associated gases that will give it a first mover advantage in the search for natural hydrogen in Western Australia. The proximity of both the Edmund Collier and Yerrida Basin projects to the Dampier to Perth and Goldfields gas pipelines offers a potential solution to market should a discovery occur. Global hydrogen demand is expected to grow fivefold by 2050. Current hydrogen consumption is mainly sourced from grey hydrogen (produced by natural gas) and the search for and uses of a zero-carbon source of hydrogen is gathering momentum worldwide. Natural hydrogen is a colourless, odourless, tasteless and non-toxic energy source, with only a water vapour by-product, making it a zero-carbon fuel, with no water requirements needed for production. Natural hydrogen is sourced underground and offers the potential for significantly lower cost of production and carbon emissions compared to other hydrogen production (including subsidies). The world’s only known natural hydrogen producing field is Bourakebougou in Mali, Africa which has been generating carbon free electricity utilising natural hydrogen since 2012. The Company considers both its Edmund Collier and Yerrida Basin Projects to have the potential to be a larger scale analogue of Bourakebougou. The Yerrida Basin applications prospectivity is further supported by reported gas outbursts from underground mining operations that bookend the project area. Figure 3: Yerrida Basin STP- SPA-0120-21 Application Location. DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 4 During the financial year, the Company commenced engagement meetings with relevant stakeholders (native title groups, pastoral stations, other tenement holders etc) regarding its proposed activities on the SPA-AOs. Engagement with relevant stakeholders is one of the preliminary steps in a multi stage program to seek grant of the SPA-AOs and the search for hydrogen, helium and associated gases. Upon grant of and receiving approval to commence on-ground work programs, the initial planned activity includes a large scale regional soil gas sampling program utilising hand held gas detectors that are able to detect a range of gases as a proxy for helium, as this gas is only able to be measured by laboratory analysis. Sample site locations are located along the side of gazetted roads and tracks to minimise disturbance and simplify access issues. For further information on the Company’s SPA-AOs applications over the Edmund-Collier and Yerrida Basin areas, please refer to its ASX announcements dated 6 March 2024 and 27 May 2024. ORPHEUS PROJECT – FRASER PROJECT The Group manages the Orpheus Project (Figure 4), comprising five tenements covering approximately 340km2 in the Fraser Range province of Western Australia. In the Fraser Range, certain Proterozoic mafic/ultramafic intrusion suites are prospective to host nickel-copper sulphide mineralisation. The region has had high levels of exploration activity for nickel following the Nova, Silver Knight and Mawson discoveries. The Orpheus Project includes a 70% interest in two mineral exploration licences (E28/2403 and E63/1281) and one mineral exploration licence application (E63/1695). The granted exploration licences form part of a joint venture between the Company (70%) and Enterprise Metals Limited (“Enterprise”) (30%, ASX: ENT). Pursuant to the joint venture agreement, the Company is responsible for sole funding all joint venture activities on the tenements, which form part of the joint venture, up to completion of a bankable feasibility study. Additionally, the Company has further 100% interests in two exploration licences (E28/2738 and E28/2957). Figure 4: Tenement Plan – Orpheus Project. DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 5 ORPHEUS PROJECT – TRANSLINE TENEMENTS The Company previously carried out follow up programs to progress the positive results returned from ultrafine soil sampling programs completed within the Transline (“Transline”) tenement portfolio of the wider Orpheus Project in the Fraser Range of Western Australia (Figure 4 and 5). The Transline tenements include E28/2738, E28/2957 (100% Constellation) and E28/2403 (70% Constellation, 30% Enterprise Metals Limited (ASX: ENT)). Figure 5a and 5b: Ultrafine soil sampling nickel (Ni) and copper (Cu) points with magnetics base image and MLTEM. The results of the ultrafine program identified promising areas of elevated coincident nickel, copper and gold soil anomalism, along with other pathfinder elements, cobalt, silver, tellurium, selenium and chromite in the Eucla Basin cover sequence (Figure 5). The Eucla Basin thickness is interpreted to be 60-100m over the Proterozoic Basement units, based on a previous passive seismic survey undertaken by the Company. The Company had previously interpreted ten priority Geophysical Targets (of which five were drill tested) at Transline from completed gravity and aeromagnetic surveys that could represent Proterozoic mafic intrusions that are concealed beneath the Eucla Basin cover sequence. Mafic intrusions in the Fraser Range are the key host unit for nickel sulphides deposits as displayed at the IGO Nova nickel mine. The nickel and copper anomalous soil results are located near Geophysical Targets 8, 9 and 10, however, importantly, no drilling has been undertaken where the soil anomalies have been identified. Future exploration work programs at the Orpheus Project in the Fraser Range include the testing of prospective targets with air-core drilling, expected to take place in due course, subject to the finalising of terms for heritage agreements for access. DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 6 OPERATING AND FINANCIAL REVIEW (Continued) Business Strategies and Prospects for Future Financial Years The objective of the Group is to create long-term shareholder value through the discovery, development and acquisition of technically feasible and/or economically viable mineral projects. To date, the Group has not commenced production of any minerals, nor has it identified a Mineral Resource in accordance with the JORC Code. To achieve its objective, the Group currently intends over the medium term to conduct further exploration activities including field work at its projects. These activities are inherently risky and the Board is unable to provide certainty of the expected results of these activities, or that any or all of these likely developments will be achieved. The material business risks faced by the Group that could have an effect on the Group’s future prospects, and how the Group manages these risks include: • The Group’s exploration programmes may not identify an economic deposit – The Group’s projects are at an early stage of exploration and current/potential investors should understand that mineral exploration, development and mining are high-risk enterprises, only occasionally providing high rewards. The success of the Group depends, among other things, on successful exploration and/or acquisition of reserves, securing and maintaining title to tenements and consents, successful design, construction, commissioning and operating of mining and processing facilities, successful development and production in accordance with forecasts and successful management of the operations. Exploration and mining activities may also be hampered by force majeure circumstances, land claims and unforeseen mining problems. There is no assurance that exploration and development of the mineral interests owned by the Group, or any other projects that may be acquired in the future, will result in the discovery of mineral deposits which are capable of being exploited economically. Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited. If such commercial viability is never attained, the Group may seek to transfer its property interests or otherwise realise value, or the Group may even be required to abandon its business and fail as a “going concern”; • The Group’s exploration and any future mining activities are dependent upon the grant, maintenance and/or renewal from time to time of the appropriate title interests, licences, concessions, leases, claims, permits and regulatory consents which may be withdrawn or made subject to new limitations - The Group notes that there is no assurance that title interests including the hydgroen and helium related Special Prospecting Authorities with an Acreage Option (“SPA-AOs”) and the Petroleum Exploration Permit (“PEP”), licences, concessions, leases, claims, permits or regulatory consents will be granted, or even if granted, not be revoked, significantly altered or granted on terms or with conditions not acceptable to the Company, or not renewed to the detriment of the Company or that the renewals thereof will be successful. Additionally, the Company may not progress to a granted SPA-AO or applying for a PEP, for a number of factors including but not limited to results from exploration activities, the abundance of gases present and/or native title and other stakeholder obligations. • The Group’s operations will require further capital – the exploration and any development of the Group’s exploration properties will require substantial additional financing. Failure to obtain sufficient financing may result in delaying, or the indefinite postponement of, exploration and any development of the Group’s properties or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Group; • The Group may be adversely affected by fluctuations in commodity prices – the price of commodities fluctuate widely and are affected by numerous factors beyond the control of the Group. Future production, if any, from the Group’s mineral properties will be dependent upon the price of commodities being adequate to make these properties economic. The Group currently does not engage in any hedging or derivative transactions to manage commodity price risk. As the Group’s operations change, this policy will be reviewed periodically going forward; and • Global financial conditions may adversely affect the Group’s growth and profitability – many industries, including the mineral resource industry, are impacted by these market conditions. Some of the key impacts include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. Due to the current nature of the Group’s activities, a slowdown in the financial markets or other economic conditions may adversely affect the Group’s growth and ability to finance its activities. DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 7 Results of Operations The net loss of the Group for the year ended 30 June 2024 was $1,892,919 (2023: $1,273,152). This loss is predominately comprised of exploration and evaluation expenditure and is attributable to the Group’s accounting policy of expensing exploration and evaluation expenditure (other than expenditures incurred in the acquisition of the rights to explore) incurred by the Group. In the current financial year, the net loss also includes share based payments expenses totalling $380,674 (2023: $972) relating to incentive options. The fair value of the incentive options is recognised over the vesting period of the option. Financial Position As at 30 June 2024, the Group had a net current asset surplus of $2,200,746 (2023: $2,350,636). At 30 June 2024, the Group had cash reserves of $2,293,234 (2023: $2,415,108) and borrowings of nil (2023: $nil). At 30 June 2024, the Group had net assets of $2,580,035 (2023: $2,735,727). Dividends No dividends were paid or declared since the start of the financial year. No recommendation for payment of dividends has been made. EARNINGS PER SHARE 2024 $ 2023 $ Basic and diluted loss per share ($ per share) (0.04) (0.03) ENVIRONMENTAL REGULATION AND PERFORMANCE The Group's operations are subject to various environmental laws and regulations under the relevant government's legislation. Full compliance with these laws and regulations is regarded as a minimum standard for all operations to achieve. Instances of environmental non-compliance by an operation are identified either by external compliance audits or inspections by relevant government authorities. There have been no known breaches of environmental laws and regulations by the Group during the financial year. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There were no significant changes in the state of affairs of the Group during the year ended 30 June 2024 not otherwise disclosed. SIGNIFICANT EVENTS AFTER THE REPORTING DATE As at the date of this report, other than previously stated, there are no other matters or circumstances which have arisen since 30 June 2024 that have significantly affected or may significantly affect: • the operations, in financial years subsequent to 30 June 2024, of the Group; • the results of those operations, in financial years subsequent to 30 June 2024, of the Group; or • the state of affairs, in financial years subsequent to 30 June 2024, of the Group. SHARE OPTIONS At the date of this report, the following securities have been issued over unissued Ordinary Shares of the Company: • 2,000,000 unlisted options exercisable at $0.12, expiring 31 March 2027; • 2,875,000 unlisted options exercisable at $0.18, expiring 31 March 2028; and • 2,875,000 unlisted options exercisable at $0.25, expiring 31 March 2029. During the year ended 30 June 2024, no ordinary shares were issued as a result of the exercise of options. Subsequent to year end and until the date of this report, no ordinary shares have been issued as a result of the exercise of options. DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 8 DIRECTORS The names and details of Constellation’s directors in office at any time during, or since the end of, the financial year are: Current Directors Mr Ian Middlemas Chairman Mr Peter Woodman Managing Director Mr Peter Muccilli Technical Director Mr Robert Behets Non-Executive Director Mr Mark Pearce Non-Executive Director Unless otherwise stated, Directors held their office from 1 July 2023 until the date of this report. CURRENT DIRECTORS AND OFFICERS Mr Ian Middlemas B.Com, CA Chairman Mr Middlemas is a Chartered Accountant and holds a Bachelor of Commerce degree. He worked for a large international Chartered Accounting firm before joining the Normandy Mining Group where he was a senior group executive for approximately 10 years. He has had extensive corporate and management experience, and is currently a director with a number of publicly listed companies in the resources sector. Mr Middlemas was appointed a Director of the Company on 17 November 2017. During the three year period to the end of the financial year, Mr Middlemas has held directorships in Apollo Minerals Limited (July 2016 – present), Terra Metals Limited (October 2013 – present), Berkeley Energia Limited (April 2012 – present), GreenX Metals Limited (August 2011 – present), Salt Lake Potash Limited (Receivers and Managers Appointed) (January 2010 – present), Equatorial Resources Limited (November 2009 – present), Sovereign Metals Limited (July 2006 – present), Odyssey Gold Limited (September 2005 – present), NGX Limited (April 2019 – present) and Peregrine Gold Limited (September 2020 – February 2022). Mr Peter Woodman B.Sc. (Geology), MAusIMM Managing Director Mr Woodman is a geologist with over 25 years’ experience in exploration, development and operations in the resource sector. He is a graduate of the Australian National University and is a corporate member of the Australian Institute of Mining and Metallurgy. Mr Woodman has worked for a number of mining companies during his extensive career in the resources sector and has been influential in major project acquisition and discovery. He has a strong background in management, exploration planning and execution, resource development and mining operations both in Australia and overseas. Mr Woodman most recently held the position of Chief Geologist at Regis Resources Limited where he oversaw exploration and resource development activities for its WA and NSW Projects. Prior to his role with Regis Resources Limited, he held positions with Papillon Resources Limited, Sovereign Metals Limited, WCP Resources Limited (now named Piedmont Lithium Limited), Samantha Gold NL, Ranger Minerals NL, Hellman & Schofield Pty Ltd, Centamin Egypt Limited and Kingsgate Consolidated Limited. Mr Woodman was appointed as Managing Director of the Company on 9 April 2018. During the three year period to the end of the financial year, Mr Woodman has held directorships in Peregrine Gold Limited (September 2020 – March 2022). DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 9 Mr Peter Muccilli B.Sc. (Geology), MAusIMM Technical Director Mr Muccilli is a Geologist with over 28 years of extensive exploration, development and operational experience in the resources sector, particularly nickel, gold, zinc and lead. Mr Muccilli was the former Managing Director and Chief Executive Officer for Mincor Resources NL (“Mincor”). During his 14 years at Mincor, Mr Muccilli also held the role of Kambalda Exploration Manager where he led the team that was responsible for much of Mincor’s nickel exploration success, including the high-grade greenfield Cassini discovery. Mr Muccilli has also previously worked for Samantha Gold NL and Resolute Mining Ltd with experience in mine geology, exploration and resource estimation. He has worked at various gold and base metals projects across Australia including being the Commissioning Mine Geologist at a number of operations including the Chalice Gold mine and the Pillara Lead-Zinc mine. Mr Muccilli was appointed as Technical Director of the Company on 22 July 2020. During the three year period to the end of the financial year, Mr Muccilli has held directorships in Poseidon Nickel Limited (August 2020 – present). Mr Robert Behets B.Sc(Hons), FAusIMM, MAIG Non-Executive Director Mr Behets is a geologist with 30 years’ experience in the mineral exploration and mining industry in Australia and internationally. He has had extensive corporate and management experience and has been Director of a number of ASX-listed companies in the resources sector including Mantra Resources Limited (“Mantra”), Papillon Resources Limited and Berkeley Energia Limited. Mr Behets was instrumental in the founding, growth and development of Mantra, an African-focussed uranium company, through to its acquisition by ARMZ for approximately A$1 billion in 2011. Prior to Mantra, he held various senior management positions during a long career with WMC Resources Limited. Mr Behets has a strong combination of technical, commercial and managerial skills and extensive experience in exploration, mineral resource and ore reserve estimation, feasibility studies and operations across a range of commodities, including uranium, gold and base metals. He is a Fellow of The Australasian Institute of Mining and Metallurgy, a Member of the Australian Institute of Geoscientists and was previously a member of the Australasian Joint Ore Reserve Committee (“JORC”). Mr Behets was appointed a Director of the Company on 30 June 2017. During the three year period to the end of the financial year, Mr Behets has held directorships in Apollo Minerals Limited (October 2016 – present), Equatorial Resources Limited (February 2016 – present), Berkeley Energia Limited (April 2012 - present) and Odyssey Gold Limited (August 2020 – present). Mr Mark Pearce B.Bus, CA, FCIS, FFin Non-Executive Director Mr Pearce is a Chartered Accountant and is currently a director of several listed companies that operate in the resources sector. He has had considerable experience in the formation and development of listed resource companies and has worked for several large international Chartered Accounting firms. Mr Pearce is also a Fellow of the Governance Institute of Australia and a Fellow of the Financial Services Institute of Australasia. Mr Pearce was appointed a Director of the Company on 29 July 2016. During the three year period to the end of the financial year, Mr Pearce has held directorships in GreenX Limited (August 2011 – present), Equatorial Resources Limited (November 2009 – present), Terra Metals Limited (June 2022 – present), Sovereign Metals Limited (July 2006 – present), NGX Limited (April 2019 – present) and Peregrine Gold Limited (September 2020 – February 2022). Mr Lachlan Lynch B.Com, CA, AGIA Company Secretary Mr Lynch is a Chartered Accountant and Chartered Secretary who commenced his career at a large international Chartered Accounting firm and is currently a Financial Controller for the Apollo Group which is involved in a number of listed companies that operate in the resources sector. Mr Lynch was appointed as Company Secretary of Constellation Resources Limited on 24 October 2018. DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 10 REMUNERATION REPORT - AUDITED This Remuneration Report, which forms part of the Directors' Report, sets out information about the remuneration of Key Management Personnel (“KMP”) of the Group. Details of Key Management Personnel The KMP of the Group during or since the end of the financial year were as follows: Directors Mr Ian Middlemas Chairman Mr Peter Woodman Managing Director Mr Peter Muccilli Technical Director Mr Robert Behets Non-Executive Director Mr Mark Pearce Non-Executive Director Other KMP Mr Lachlan Lynch Company Secretary Unless otherwise disclosed, the KMP held their position from 1 July 2023 until the date of this report. Remuneration Policy The Group’s remuneration policy for its KMP has been developed by the Board taking into account the size of the Group, the size of the management team for the Group, the nature and stage of development of the Group’s current operations, and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors. In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP: (a) the Group is currently focussed on undertaking exploration, appraisal and development activities; (b) risks associated with small cap resource companies whilst exploring and developing projects; and (c) other than profit which may be generated from asset sales, the Group does not expect to be undertaking profitable operations until sometime after the commencement of commercial production of the project. Remuneration Policy for Executives The Group’s remuneration policy is to provide a fixed remuneration component and a performance based component (short term incentive and long term incentive). The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and is appropriate in aligning executives’ objectives with shareholder and business objectives. Fixed Remuneration Fixed remuneration consists of base salary, as well as employer contributions to superannuation funds and other non-cash benefits. Fixed remuneration is reviewed annually by the Board. The process consists of a review of Group and individual performance, relevant comparative remuneration externally and internally and, where appropriate, external advice on policies and practices. Performance Based Remuneration – Short Term Incentive Some executives are entitled to an annual cash incentive payment upon achieving various key performance indicators (“KPI’s”), as set by the Board. Having regard to the current size, nature and opportunities of the Group, the Board has determined that these KPI’s will include measures such as successful commencement and/or completion of exploration activities (e.g. commencement/completion of exploration programs within budgeted timeframes and costs), establishment of government relationships (e.g. establish and maintain sound working relationships with government and officialdom), development activities (e.g. completion of infrastructure studies and commercial agreements), corporate activities (e.g. recruitment of key personnel and representation of the company at international conferences) and business development activities (e.g. corporate transactions and capital raisings). These measures were chosen as the Board believes they represent the key drivers in the short and medium term success of the Project’s development. On an annual basis, subsequent to year end, the Board assesses performance against each individual executive’s KPI criteria. During the 2024 financial year, no bonuses (2023: nil) were approved, paid, or are payable. DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 11 REMUNERATION REPORT – AUDITED (CONTINUED) Performance Based Remuneration – Long Term Incentive The Board has or may issue incentive securities to some executives (if applicable) as a key component of the incentive portion of their remuneration, in order to attract and retain the services of any executives and to provide an incentive linked to the performance of the Group. The Board considers that for each executive who has or may receive securities in the future, their experience in the resources industry will greatly assist the Group in progressing its projects to the next stage of development and the identification of new projects. As such, the Board believes that the number of incentive securities to be granted to any executives will be commensurate to their value to the Group. The Board has a policy of granting incentive securities to executives (if applicable) with exercise prices at and/or above market share price (at the time of agreement). As such, incentive securities granted to executives will generally only be of benefit if the executives perform to the level whereby the value of the Group increases sufficiently to warrant exercising the incentive securities granted. Other than service-based vesting conditions, there are not expected to be additional performance criteria if incentive securities are granted to executives, as given the speculative nature of the Group’s activities and the small management team responsible for its running, it is considered the performance of the executives and the performance and value of the Group are closely related. If other forms of incentive securities are issued, then performance milestones may be applied. The Group’s Securities Trading Policy prohibits KMP from entering into arrangements to limit their exposure to Incentive Securities granted as part of their remuneration package. During the year ended 30 June 2024, 4,650,000 unlisted incentive options were issued to KMP (30 June 2023: nil), no incentive options previously issued to KMP were exercised (30 June 2023: nil) and no incentive options previously issued to KMP expired (30 June 2023: 1,050,000). Remuneration Policy for Non-Executive Directors The Board policy is to remunerate Non-Executive Directors at or below market rates for comparable companies for time, commitment and responsibilities. Given the current size, nature and risks of the Group, incentive securities may be used to attract and retain Non-Executive Directors. The Board determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at a General Meeting. Total Directors' fees paid to all Non-Executive Directors are not to exceed $250,000 per annum. Director's fees paid to Non-Executive Directors accrue on a daily basis. Fees for Non- Executive Directors are not linked to the performance of the entity. However, to align Directors' interests with shareholder interests, the Directors are encouraged to hold shares in the Company and Non-Executive Directors may in limited circumstances receive incentive securities in order to secure their services. Fees for the Chairman are presently $36,000 and fees for other Non-Executive Directors are $20,000 per annum plus superannuation. These fees cover main board activities only. Non-Executive Directors may receive additional remuneration for other services provided to the Group. Relationship between Remuneration of KMP and Shareholder Wealth During the Group’s project identification, acquisition, exploration and development phases of its business, the Board anticipates that the Group will retain earnings (if any) and other cash resources for the exploration and development of its resource projects. Accordingly the Group does not currently have a policy with respect to the payment of dividends and returns of capital. Therefore there is no relationship between the Board’s policy for determining the nature and amount of remuneration of KMP and dividends paid and returns of capital by the Group during the current and previous financial years. The Board did not determine the nature and amount of remuneration of the KMP by reference to changes in the price at which shares in the Company traded between the beginning and end of the current financial year. Discretionary annual cash bonuses, when applicable, will be based on achieving various non-financial key performance indicators to be determined by the Board. However, as noted above, KMP’s may receive Incentive Securities which generally will only be of value should the value of the Company’s shares increase sufficiently to warrant exercising the Incentive Securities. DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 12 REMUNERATION REPORT – AUDITED (CONTINUED) Relationship between Remuneration of KMP and Earnings As discussed above, the Group is currently undertaking new project acquisition, exploration and development activities, and does not expect to be undertaking profitable operations (other than by way of material asset sales, none of which are currently planned) until sometime after the successful commercialisation, production and sales of commodities from one or more of its projects. Accordingly the Board does not consider earnings during the current and previous financial years when determining the nature and amount of remuneration of KMP. In addition to a focus on operating activities, the Board is also focussed on finding and completing new business and other corporate opportunities. The Board considers that the prospects of the Group and resulting impact on shareholder wealth will be enhanced by this approach. Accordingly, a bonus may be paid upon the successful completion of a new business or corporate transaction. No bonuses were declared or paid to KMP in the current financial year (2023: nil). Where required, KMP receive superannuation contributions, currently equal to 11% of their salary, and do not receive any other retirement benefit. This amount will be increased to 11.5% beginning 1 July 2024. All remuneration provided to KMP is valued at cost to the company and expensed. Incentive securities are valued using the Black Scholes option or Binomial valuation methodology as appropriate. The value of these incentive securities is expensed over the vesting period. Employment Contracts with Key Management Personnel Mr Peter Woodman, Managing Director, has a letter of appointment confirming the terms and conditions of his appointment as Managing Director dated 9 April 2018. Mr Woodman receives a salary of $240,000 per annum plus superannuation. Mr Woodman’s appointment is on a rolling annual basis and can be terminated by the Company by giving notice no less than 3 months prior to the end of each annual period. In the event of termination by the Company, Mr Woodman is entitled to receive his salary and benefits for a maximum period of 3 months. Subject to the satisfaction of key performance indicators set by the Board, Mr Woodman will be entitled to a discretionary performance cash bonus of up to $60,000 per annum. Given the current nature, size and opportunities of the Company, these key performance indicators may include measures such as successful completion of exploration activities (i.e. within budgeted timeframes and costs), development activities (such as completion of technical assessments and technical studies), corporate activities and business development activities. Mr Peter Muccilli, Technical Director, has a letter of appointment confirming the terms and conditions of his appointment as Technical Director dated 18 July 2020. Mr Muccilli receives a salary of $225,000 per annum plus superannuation. Mr Muccilli’s appointment is on a rolling annual basis and can be terminated by the Company by giving notice no less than 3 months prior to the end of each annual period. In the event of termination by the Company, Mr Muccilli is entitled to receive his salary and benefits for a maximum period of 3 months. Subject to the satisfaction of key performance indicators set by the Board, Mr Muccilli will be entitled to a discretionary performance cash bonus of up to $45,000 per annum. Given the current nature, size and opportunities of the Company, these key performance indicators may include measures such as successful completion of exploration activities (i.e. within budgeted timeframes and costs), development activities (such as completion of technical assessments and technical studies), corporate activities and business development activities. All Directors have a letter of appointment confirming the terms and conditions of their appointment as a Director of the Company. DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 13 REMUNERATION REPORT – AUDITED (CONTINUED) Remuneration of Key Management Personnel Details of the nature and amount of each element of the remuneration of each director and KMP of the Group for the years ended 30 June 2024 and 30 June 2023 are as follows: Short-term Post- employment Total Performance Related 2024 Salary & Fees $ Other $ Super- annuation benefits $ Share-based payment expense $ $ % Directors Mr Ian Middlemas 36,000 - - - 36,000 - Mr Peter Woodman 240,000 - 26,400 68,293 334,693 20 Mr Peter Muccilli 225,000 - 24,750 85,367 335,117 25 Mr Robert Behets 20,000 - 2,200 25,610 47,810 54 Mr Mark Pearce 20,000 - 2,200 25,610 47,810 54 Other KMP Mr Lachlan Lynch1 - - - 59,757 59,757 100 Total 541,000 - 55,550 264,637 861,187 Short-term Post- employment Total Performance Related 2023 Salary & Fees $ Other $ Super- annuation benefits $ Share-based payment expense $ $ % Directors Mr Ian Middlemas 36,000 - - - 36,000 - Mr Peter Woodman 240,000 - 25,200 - 265,200 - Mr Peter Muccilli 225,000 - 23,625 729 249,354 - Mr Robert Behets 20,000 - 2,100 - 22,100 - Mr Mark Pearce 20,000 - 2,100 - 22,100 - Other KMP Mr Lachlan Lynch1 - - - - - - Total 541,000 - 53,025 729 594,754 Notes: 1. Mr Lynch provides services as the Company Secretary through a services agreement with Apollo Group Pty Ltd (‘Apollo’). Apollo is paid A$300,000 (30 June 2023: $288,000) per annum for the provision of serviced office facilities and administrative, accounting and company secretarial services to the Group. DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 14 REMUNERATION REPORT – AUDITED (CONTINUED) Ordinary Shareholdings of Key Management Personnel Details of the ordinary shares held by each director and KMP of the Group for the year ended 30 June 2024 are as follows: Unlisted Option Holdings and Incentive Securities of Key Management Personnel Details of the relevant incentive securities granted to or held by each director and KMP of the Group for the year ended 30 June 2024 are as follows: 2024 Held at 1 July 2023 (#) Granted as Remuneration (#) Purchases (#) Net Change Other (#) Held at 30 June 2024 (#) Directors Mr Ian Middlemas 3,200,000 - 800,000 - 4,000,000 Mr Peter Woodman 1,266,666 - 233,334 - 1,500,000 Mr Peter Muccilli 100,000 - 100,000 - 200,000 Mr Robert Behets 799,999 - 200,000 - 999,999 Mr Mark Pearce 1,333,331 - 500,000 - 1,833,331 Other KMP Mr Lachlan Lynch 61,903 - 400,000 - 461,903 Total 6,761,899 - 2,233,334 - 8,995,233 2024 Held at 1 July 2023 (#) Granted as Remuneration (#) Options exercised (#) Options expired (#) Net Change Other (#) Held at 30 June 2024 (#) Vested and exercisable (#) Directors Mr Ian Middlemas - - - - - - - Mr Peter Woodman - 1,200,000 - - - 1,200,000 400,000 Mr Peter Muccilli - 1,500,000 - - - 1,500,000 500,000 Mr Robert Behets - 450,000 - - - 450,000 150,000 Mr Mark Pearce - 450,000 - - - 450,000 150,000 Other KMP Mr Lachlan Lynch - 1,050,000 - - - 1,050,000 350,000 - 4,650,000 - - - 4,650,000 1,550,000 DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 15 REMUNERATION REPORT – AUDITED (CONTINUED) Options Granted to Key Management Personnel Details of Incentive Options granted by the Group to each KMP previously are as follows: 2024 Options Granted Grant Date Vesting Date Expiry Date Exercise Price $ Grant Date Fair Value $ No. Vested as at 30 June 2024 % vested in year % expired in year Director Mr Peter Woodman 400,000 27/05/2024 27/05/2024 31/03/2027 $0.12 $0.1065 400,000 100% - 400,000 27/05/2024 27/11/2024 31/03/2028 $0.18 $0.1048 - - - 400,000 27/05/2024 27/05/2025 31/03/2029 $0.25 $0.1059 - - - Mr Peter Muccilli 500,000 27/05/2024 27/05/2024 31/03/2027 $0.12 $0.1065 500,000 100% - 500,000 27/05/2024 27/11/2024 31/03/2028 $0.18 $0.1048 - - - 500,000 27/05/2024 27/05/2025 31/03/2029 $0.25 $0.1059 - - - Mr Robert Behets 150,000 27/05/2024 27/05/2024 31/03/2027 $0.12 $0.1065 150,000 100% - 150,000 27/05/2024 27/11/2024 31/03/2028 $0.18 $0.1048 - - - 150,000 27/05/2024 27/05/2025 31/03/2029 $0.25 $0.1059 - - - Mr Mark Pearce 150,000 27/05/2024 27/05/2024 31/03/2027 $0.12 $0.1065 150,000 100% - 150,000 27/05/2024 27/11/2024 31/03/2028 $0.18 $0.1048 - - - 150,000 27/05/2024 27/05/2025 31/03/2029 $0.25 $0.1059 - - - Other KMP Mr Lachlan Lynch 350,000 27/05/2024 27/05/2024 31/03/2027 $0.12 $0.1065 350,000 100% - 350,000 27/05/2024 27/11/2024 31/03/2028 $0.18 $0.1048 - - - 350,000 27/05/2024 27/05/2025 31/03/2029 $0.25 $0.1059 - - - During the financial year ended 30 June 2024, no (30 June 2023: 1,050,000) incentive securities lapsed for KMP of the Group. Details of the values of Incentive Options granted, exercised or lapsed for each KMP during the 2024 financial year are as follows: Loans from Key Management Personnel No loans were provided to or received from Key Management Personnel during the year ended 30 June 2024 (2023: Nil). 2024 Value of Options Granted during the Year $ Value of Options exercised during the year $ Value of Options expired during the year $ Value of Options included in remuneration for the year $ Remuneration for the year that consists of Options % Directors Mr Peter Woodman 126,864 - - 68,293 20 Mr Peter Muccilli 158,580 - - 85,367 25 Mr Robert Behets 47,574 - - 25,610 54 Mr Mark Pearce 47,574 - - 25,610 54 Other KMP Mr Lachlan Lynch 111,006 - - 59,757 100 Total 491,598 - - 264,637 DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 16 Other Transactions Apollo Group Pty Ltd (“Apollo Group”), a Company of which Mr Mark Pearce is a director and beneficial shareholder, provides corporate, administration and company secretarial services and serviced office facilities to the Group under a services agreement. Either party can terminate the services agreement at any time for any reason by giving one month’s written notice. Apollo Group received a monthly retainer of $25,000 (exclusive of GST) for the provision of these services. Effective 1 July 2024, the monthly retainer has increased to $26,000 (exclusive of GST). The monthly retainer is reviewed every six to twelve months and is based on Apollo Group’s budgeted cost of providing the services to the Group (and other companies utilising same or similar services from Apollo Group) for the next six to twelve month period, with minimal mark-up (if any). End of the audited Remuneration Report. DIRECTORS' INTERESTS As at the date of this report, the Directors' interests in the securities of the Company are as follows: Notes: 1 ‘Shares’ means fully paid ordinary shares in the capital of the Company. TENEMENT SCHEDULE Tenements held as at the date of the Directors’ Report are listed in the table below: Shares1 Ian Middlemas 4,000,000 Peter Woodman 1,500,000 Peter Muccilli 200,000 Robert Behets 999,999 Mark Pearce 1,833,331 Application Identifier Type Size (km2) Location STP-SPA-0116 SPA-AO (Conditionally Granted) 9,419 Edmund-Collier Basin STP-SPA-0117 SPA-AO (Conditionally Granted) 9,465 Edmund-Collier Basin STP-SPA-0118 SPA-AO (Conditionally Granted) 9,357 Edmund-Collier Basin STP-SPA-0119 SPA-AO (Conditionally Granted) 9,047 Edmund-Collier Basin STP-SPA-0120 SPA-AO (Conditionally Granted) 8,918 Yerrida Basin STP-SPA-0121 SPA-AO (Conditionally Granted) 9,176 Yerrida Basin Reference Project State Status Interest E28/2403 Orpheus Project Western Australia Granted 70% E63/1281 Orpheus Project Western Australia Granted 70% E63/1695 Orpheus Project Western Australia Application 70% E28/2738 Orpheus Project Western Australia Granted 100% E28/2957 Orpheus Project Western Australia Granted 100% DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 17 MEETINGS OF DIRECTORS The number of meetings of Directors held during the year and the number of meetings attended by each Director was as follows: There were no Board committees during the financial year. The Board as a whole currently performs the functions of an Audit Committee, Risk Committee, Nomination Committee, and Remuneration Committee, however this will be reviewed should the size and nature of the Group’s activities change. INDEMNIFICATION AND INSURANCE OF OFFICERS The Company has entered into Deeds of Indemnity with the Directors indemnifying them against certain liabilities and costs to the extent permitted by law. The Group has paid, or agreed to pay, premiums in respect of Directors’ and Officers’ Liability Insurance and Company Reimbursement policies for the 12 months ended 30 June 2024 and 2023, which cover all Directors and officers of the Company against liabilities to the extent permitted by the Corporations Act 2001. The policy conditions preclude the Group from any detailed disclosures including premium amount paid. PROCEEDINGS ON BEHALF OF COMPANY No person has applied for leave of court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a part for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year. NON-AUDIT SERVICES Non-audit services provided by our auditors William Buck and related entities for the financial year ended 30 June 2024 amounted to nil (2023: nil). AUDITOR'S INDEPENDENCE DECLARATION The lead auditor's independence declaration for the year ended 30 June 2024 has been received and can be found on page 19 of the Directors' Report. This report is made in accordance with a resolution of the Directors made pursuant to section 298(2) of the Corporations Act 2001. For and on behalf of the Directors PETER WOODMAN Managing Director 22 August 2024 Current Directors Board Meetings Number Eligible to Attend Board Meetings Number Attended Mr Ian Middlemas 3 3 Mr Peter Woodman 3 3 Mr Peter Muccili 3 3 Mr Robert Behets 3 3 Mr Mark Pearce 3 3 DIRECTORS’ REPORT (Continued) Constellation Resources Limited ANNUAL REPORT 2024 18 COMPETENT PERSONS STATEMENT The information in this report that relates to Exploration Results is extracted from the following ASX announcements: • “Ultrafine Soil Sample Results at Transline” – dated 26 October 2023; • “Transline Ultrafine Soil Sampling Survey Results” – dated 27 July 2023; • “June 2020 Quarterly Reports” – dated 27 July 2020; and • “Drill Targets Identified in the Fraser Range” - dated 20 January 2020. These announcements are available to view at the Company’s website on www.constellationresources.com.au. The information in the original ASX Announcements that related to Exploration Results was based on, and fairly represents information compiled by Peter Muccilli, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Muccilli is a Technical Director of Constellation Resources Limited and a holder of shares and options in Constellation Resources Limited. Mr Muccilli has sufficient experience that is relevant to the styles of mineralisation and types of deposit under consideration, and to the activity being undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (JORC Code). The Company confirms that it is not aware of any information or data that materially affects the information included in the original market announcements. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements. FORWARD LOOKING STATEMENTS Statements regarding plans with respect to Constellation’s projects are forward-looking statements. There can be no assurance that the Company’s plans for development of its projects will proceed as currently expected. These forward-looking statements are based on the Company’s expectations and beliefs concerning future events. Forward looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the Company, which could cause actual results to differ materially from such statements. The Company makes no undertaking to subsequently update or revise the forward-looking statements made in this announcement, to reflect the circumstances or events after the date of that announcement. Level 3, 15 Labouchere Road, South Perth WA 6151 PO Box 748, South Perth WA 6951 +61 8 6436 2888 wa.info@williambuck.com williambuck.com William Buck is an association of firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation. Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the directors of Constellation Resources Limited As lead auditor for the audit of Constellation Resources Limited for the year ended 30 June 2024, I declare that, to the best of my knowledge and belief, there have been: — no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and — no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Constellation Resources Limited and the entities it controlled during the year. William Buck Audit (WA) Pty Ltd ABN 67 125 012 124 Amar Nathwani Director Dated this 22nd of August 2024 Constellation Resources Limited ANNUAL REPORT 2024 19 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 20 2024 2023 Notes $ $ Interest income 82,662 70,348 Exploration and evaluation expenses (877,786) (717,936) Administration expenses (435,575) (424,600) Business development expenses (281,546) (199,992) Share based payments expenses 12 (380,674) (972) Loss before income tax (1,892,919) (1,273,152) Income tax expense 4 - - Loss for the year (1,892,919) (1,273,152) Loss attributable to members of Constellation Resources Limited (1,892,919) (1,273,152) Other comprehensive income for the year, net of tax - - Total comprehensive loss for the year (1,892,919) (1,273,152) Total comprehensive loss attributable to members of Constellation Resources Limited (1,892,919) (1,273,152) Basic and diluted loss per share attributable to the ordinary equity holders ($ per share) 23 (0.04) (0.03) The accompanying notes form part of these financial statements. CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 21 2024 2023 Notes $ $ ASSETS Current Assets Cash and cash equivalents 11 2,293,234 2,415,108 Other receivables 3 8,798 436 Total Current Assets 2,302,032 2,415,544 Non-Current Assets Property, plant and equipment 5 29,289 35,091 Exploration and evaluation assets 6 350,000 350,000 Total Non-Current Assets 379,289 385,091 TOTAL ASSETS 2,681,321 2,800,635 LIABILITIES Current Liabilities Trade and other payables 7 80,640 49,380 Provisions 20,646 15,528 Total Current Liabilities 101,286 64,908 TOTAL LIABILITIES 101,286 64,908 NET ASSETS 2,580,035 2,735,727 EQUITY Contributed equity 8 11,074,386 9,717,833 Reserves 9 1,580,822 1,200,148 Accumulated losses 10 (10,075,173) (8,182,254) TOTAL EQUITY 2,580,035 2,735,727 The accompanying notes form part of these financial statements. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 22 The accompanying notes form part of these financial statements. Contributed Equity Accumulated Losses Share Based Payment Reserve Other Equity Reserve Total Equity $ $ $ $ $ 2024 Balance at 1 July 2023 9,717,833 (8,182,254) - 1,200,148 2,735,727 Net loss for the year - (1,892,919) - - (1,892,919) Total comprehensive income/(loss) for the year - (1,892,919) - - (1,892,919) Transactions with owners recorded directly in equity Issue of Shares 1,393,000 - - - 1,393,000 Share issue costs (36,447) - - - (36,447) Share based payment expense - - 380,674 - 380,674 Balance at 30 June 2024 11,074,386 (10,075,173) 380,674 1,200,148 2,580,035 2023 Balance at 1 July 2022 9,717,833 (7,052,531) 142,457 1,200,148 4,007,907 Net loss for the year - (1,273,152) - - (1,273,152) Total comprehensive income/(loss) for the year - (1,273,152) - - (1,273,152) Transactions with owners recorded directly in equity Share based payment expense - - 972 - 972 Transfer from SBP reserve upon expiry of options - 143,429 (143,429) - - Balance at 30 June 2023 9,717,833 (8,182,254) - 1,200,148 2,735,727 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 23 2024 2023 Notes $ $ Operating activities Interest received from third parties 82,761 70,348 Payments to employees and suppliers (722,613) (589,494) Payments for exploration and evaluation expenses (835,085) (737,322) Net cash flows used in operating activities 11(a) (1,474,937) (1,256,468) Investing activities Payments for property, plant and equipment (3,490) - Net cash flows used in investing activities (3,490) - Financing activities Proceeds from issue of ordinary shares 8 1,393,000 - Share issue costs 8 (36,447) - Net cash flows from financing activities 1,356,553 - Net increase/(decrease) in cash and cash equivalents (121,874) (1,256,468) Cash and cash equivalents at the beginning of the year 2,415,108 3,671,576 Cash and cash equivalents at the end of the year 11(b) 2,293,234 2,415,108 The accompanying notes form part of these financial statements. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 24 1. STATEMENT OF MATERIAL ACCOUNTING POLICIES The material accounting policies adopted in preparing the consolidated financial report of Constellation Resources Limited (“Constellation” or “Company”) and its consolidated entities (“Group”) for the year ended 30 June 2024 are stated to assist in a general understanding of the financial report. Constellation is a Company limited by shares, incorporated and domiciled in Australia. The consolidated financial report of the Group for the year ended 30 June 2024 was authorised for issue in accordance with a resolution of the Directors on 21 August 2024. (a) Basis of Preparation The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (“AASBs”) and interpretations adopted by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001. The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the financial statements, the Company is a for-profit entity. The consolidated financial report has also been prepared on a historical cost basis. The financial report is presented in Australian dollars. (b) Statement of Compliance The consolidated financial report complies with Australian Accounting Standards and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. In the current financial year, the Group has adopted all of the new and revised Standards and Interpretations issued by the AASB that are mandatory for the current annual reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. (c) Issued standards and interpretations not early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Group for the reporting period ended 30 June 2024. Those which may be relevant to the Group are set out in the table below, but these are not expected to have any significant impact on the Group’s financial statements: Standard/Interpretation Application Date of Standard Application Date for Group AASB 2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-Current 1 January 2024 1 July 2024 AASB 2022-6 Amendments to Australian Accounting Standards – Non-current Liabilities with Covenants 1 January 2024 1 July 2024 AASB 2022-5 Amendments to Australian Accounting standards – Lease Liability in a Sale and Leaseback 1 January 2024 1 July 2024 AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture 1 January 2025 1 July 2025 AASB 2021-7(a-c) Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections 1 January 2025 1 July 2025 Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures 1 January 2026 1 July 2026 AASB 18 Presentation and Disclosure in Financial Statements 1 January 2027 1 July 2027 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 25 1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONTINUED) (d) Principles of Consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Constellation Resources Limited (“Company” or “Parent Entity”) as at 30 June 2024 and the results of all subsidiaries for the year then ended. Constellation Resources Limited and its subsidiaries together are referred to as the Group. Control is only achieved when the Group has the power over the investee (i.e. ability to direct relevant activities of the investee), is exposed, or has rights, to variable returns from its involvement with the investee, and when it has the ability to use its power to affect its returns. When the Group has less than a majority of the voting rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over the investee, including the size of the Group's holding of voting rights relative to the size and dispersion of holdings of the other vote holders, the potential voting rights held by the Company, other vote holders or other parties and any rights arising from other contractual arrangements. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the elements of control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Intercompany transactions and balances, income and expenses and profits and losses between Group companies, are eliminated. The financial statements of the subsidiaries are prepared for the same reporting year as the Parent Entity, using consistent accounting policies. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. Investments in subsidiaries are accounted for at cost less impairment in the individual financial statements of the Company. (e) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of 3 months or less. (f) Trade and Other Receivables Trade receivables are recognised and carried at original invoice amount less an expected credit loss provision. An estimate for the expected credit loss is made based on the historical risk of default and expected loss rates at the inception of the transaction. Inputs are selected for the expected credit loss impairment calculation based on the Group’s past history, existing market conditions as well as forward looking estimates. (g) Payables Liabilities are recognised for amounts to be paid in the future for goods and services received. Trade accounts payable are normally settled within 30 days. (h) Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. (i) Operating Segments An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. The chief operating decision maker has been identified as the Board of Directors, taken as a whole. This includes start up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of directors. Operating segments have been identified based on the information provided to the Board of Directors. The Group aggregates two or more operating segments when they have similar economic characteristics. Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements. Information about other business activities and operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “all other segments”. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 26 1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONTINUED) (j) Exploration and Evaluation Expenditure Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method and with AASB 6 Exploration for and Evaluation of Mineral Resources, which is the Australian equivalent of IFRS 6. Exploration and evaluation expenditure encompasses expenditures incurred by the Group in connection with the exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. For each area of interest, expenditure incurred in the acquisition of rights to explore is capitalised, classified as tangible or intangible, and recognised as an exploration and evaluation asset. Exploration and evaluation assets are measured at cost at recognition and are recorded as an asset if: (i) the rights to tenure of the area of interest are current; and (ii) at least one of the following conditions is also met: • the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and • exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation expenditure incurred by the Group subsequent to the acquisition of the rights to explore is expensed as incurred, up until the technical feasibility and commercial viability of the project has been demonstrated with a bankable feasibility study. Capitalised exploration costs are reviewed at each reporting date to establish whether an indication of impairment exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Where a decision is made to proceed with development, accumulated expenditure is tested for impairment and transferred to development properties, and then amortised over the life of the reserves associated with the area of interest once mining operations have commenced. 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. (k) Earnings per Share Basic earnings per share (“EPS”) is calculated by dividing the net profit attributable to members of the Company for the reporting period, after excluding any costs of servicing equity, by the weighted average number of ordinary shares of the Company. Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the after tax effect of financing costs associated with dilutive potential Ordinary Shares and the effect on revenues and expenses of conversion to Ordinary Shares associated with dilutive potential Ordinary Shares, by the weighted average number of Ordinary Shares and dilutive Ordinary Shares. (l) Revenue Recognition Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset. (m) Goods and Services Tax Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. (n) Interests in Joint Operations The Group's share of the assets, liabilities, revenue and expenses of joint venture operations are included in the appropriate items of the financial statements. Details of the Group’s interests in joint operations are shown at Note 19. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 27 1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONTINUED) (o) Use and Revision of Accounting Estimates The preparation of the financial report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are described Note 1(v). (p) Income Tax The income tax expense for the period is the tax payable on the current period's taxable income based on the notional income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose on goodwill or in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of deferred income tax assets is reviewed at each reporting 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. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against tax liabilities and the deferred tax liabilities relate to the same taxable entity and the same taxation authority. (q) Issued Capital Ordinary Shares are classified as equity. Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (r) Dividends Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the Company, on or before the end of the year but not distributed at reporting date. (s) Share-Based Payments Equity-settled share-based payments are provided to officers, employees, consultants and other advisors. These share-based payments are measured at the fair value of the equity instrument at the grant date. Fair value is determined using an appropriate option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss over the remaining vesting period, with a corresponding adjustment to the share based payments reserve. Equity-settled share-based payments may also be provided as consideration for the acquisition of assets. Where ordinary shares are issued, the transaction is recorded at fair value based on the quoted price of the ordinary shares at the date of issue. The acquisition is then recorded as an asset or expensed in accordance with accounting standards. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 28 1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONTINUED) (t) Plant and Equipment (i) Cost and valuation All classes of plant and equipment are measured at cost. Where assets have been revalued, the potential effect of the capital gains tax on disposal has not been taken into account in the determination of the revalued carrying amount. Where it is expected that a liability for capital gains tax will arise, this expected amount is disclosed by way of note. (ii) Depreciation Depreciation is provided on a straight-line basis on all property, plant and equipment. Computer equipment is depreciated over a three year useful life. (u) Impairment of Non-Financial Assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and 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 the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. (v) Significant judgements and key assumptions The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. (i) Key judgements The Group capitalises expenditure incurred in the acquisition of rights to explore and records this as an asset where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves (Note 1(j)). There are areas of interest from which no reserves have been extracted, but the directors are of the continued belief that such expenditure should not be written off since the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The Group recognises share based payments in accordance with the policy at Note 1(s). Key judgements include the option valuation and estimate of the number of options likely to vest. 2. INCOME AND EXPENSES 3. OTHER RECEIVABLES 2024 2023 $ $ Employee benefits expense included in profit or loss Wages, salaries and fees 541,000 541,000 Defined contribution plans 55,550 53,025 Share based payment expenses 380,674 972 977,224 594,997 2024 2023 $ $ Interest receivable 99 123 GST receivable 8,699 313 8,798 436 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 29 4. INCOME TAX 2024 2023 $ $ (a) Recognised in the Statement of Comprehensive Income Deferred income tax Origination and reversal of temporary differences (464,608) (379,288) Adjustments in respect of income tax of previous years 34,819 9,467 Deferred tax assets not brought to account 429,789 369,821 Income tax expense reported in the statement of comprehensive income - - (b) Reconciliation Between Tax Expense and Accounting Loss Before Income Tax Accounting loss before income tax (1,892,919) (1,273,152) At the domestic income tax rate of 30% (2023: 30%) (567,876) (381,946) Expenditure not allowable for income tax purposes 114,202 292 Capital allowances (10,934) - Adjustments in respect of income tax of previous years 34,819 9,467 Deferred tax assets not brought to account 429,789 372,182 Income tax expense attributable to loss - - (c) Deferred Tax Assets and Liabilities Deferred income tax at 30 June relates to the following: Deferred Tax Liabilities Accrued interest 30 37 Deferred tax assets used to offset deferred tax liabilities (30) (37) - - Deferred Tax Assets Accrued expenditure 10,083 8,509 Provisions 6,193 4,658 Capital allowances 8,895 221 Tax losses available to offset against future taxable income 2,951,768 2,533,806 Deferred tax assets used to offset deferred tax liabilities (30) (37) Deferred tax assets not brought to account (2,976,909) (2,547,157) - - The benefit of deferred tax assets not brought to account will only be brought to account if: • future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised; • the conditions for deductibility imposed by tax legislation continue to be complied with; and • no changes in tax legislation adversely affect the Group in realising the benefit. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 30 5. PROPERTY, PLANT AND EQUIPMENT 2024 2023 $ $ Computer Equipment At cost 10,887 11,642 Accumulated depreciation (7,577) (11,252) Carrying amount at 30 June 3,310 390 Plant and Equipment At cost 43,616 43,616 Accumulated depreciation (17,637) (8,915) Carrying amount at 30 June 25,979 34,701 Reconciliation Carrying amount at 1 July 35,091 45,825 Additions 3,490 - Depreciation (9,292) (10,734) Carrying amount at 30 June 29,289 35,091 6. EXPLORATION AND EVALUATION ASSETS Notes 2024 2023 $ $ (a) Exploration and evaluation assets by area of interest Orpheus Project (Fraser Range - Western Australia) 6(b) 350,000 350,000 Total exploration and evaluation assets 350,000 350,000 (b) Reconciliation of carrying amount: Carrying amount at beginning of year 350,000 350,000 Impairment of carrying value - - Balance at end of financial year(1) 350,000 350,000 Notes: 1 The ultimate recoupment of costs carried forward for exploration and evaluation expenditure is dependent on the successful development and commercial exploitation or sale of the respective areas of interest. 7. TRADE AND OTHER PAYABLES 2024 2023 $ $ Trade payables 47,029 21,017 Accrued expenses 33,611 28,363 80,640 49,380 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 31 8. CONTRIBUTED EQUITY Notes 2024 2023 $ $ (a) Issued Capital 61,513,760 (2023: 49,905,426) Ordinary Shares 8(b) 11,074,386 9,717,833 11,074,386 9,717,833 (b) Movements in Ordinary Shares During the Past Two Years Were as Follows: Date Details Number of Ordinary Shares Issue Price $ $ 2024 1-Jul-23 Opening balance 49,905,426 9,717,833 5-Apr-24 Placement 9,375,000 $0.12 1,125,000 27-Mar-24 Placement 2,233,334 $0.12 268,000 30-Jun-24 Share issue costs - - (36,447) 30-Jun-24 Closing balance 61,513,760 11,074,386 2023 1-Jul-22 Opening balance 49,905,426 9,717,833 30-Jun-23 Closing balance 49,905,426 9,717,833 (c) Rights Attaching to Ordinary Shares The rights attaching to fully paid ordinary shares (“Ordinary Shares”) arise from a combination of the Company's Constitution, statute and general law. The clauses of the Constitution contain the internal rules of the Company and define matters such as the rights, duties and powers of its shareholders and directors, including provisions to the following effect (when read in conjunction with the Corporations Act 2001 or Listing Rules). (i) Shares The issue of shares in the capital of the Company and options over unissued shares by the Company is under the control of the directors, subject to the Corporations Act 2001 and any rights attached to any special class of shares. (ii) Meetings of Members Directors may call a meeting of members whenever they think fit. Members may call a meeting as provided by the Corporations Act 2001. The Constitution contains provisions prescribing the content requirements of notices of meetings of members and all members are entitled to a notice of meeting. A meeting may be held in two or more places linked together by audio-visual communication devices. A quorum for a meeting of members is 2 shareholders. (iii) Voting Subject to any rights or restrictions at the time being attached to any shares or class of shares of the Company, each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter present has one vote. However, where a person present at a general meeting represents personally or by proxy, attorney or representative more than one member, on a show of hands the person is entitled to one vote only despite the number of members the person represents. On a poll each eligible member has one vote for each fully paid share held and a fraction of a vote for each partly paid share determined by the amount paid up on that share. (iv) Changes to the Constitution The Company's Constitution can only be amended by a special resolution passed by at least three quarters of the members present and voting at a general meeting of the Company. At least 28 days' written notice specifying the intention to propose the resolution as a special resolution must be given. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 32 9. RESERVES (a) Nature and Purpose of Share-based Payments Reserve The share-based payments reserve is used to record the fair value of Unlisted Incentive Options issued by the Group. (b) Movements in the share-based payments reserve during the past two years were as follows: Date Details Number of Incentive Options $ 2024 1 Jul 2023 Opening balance - - 27 Mar 2024 Issue of Consultant Options 3,100,000 - 27 May 2024 Issue of Director and Officer Options 4,650,000 - 30 Jun 2024 Share-based payment expense - 380,674 30 Jun 2024 Closing balance 7,750,000 380,674 2023 1 Jul 2022 Opening balance 1,300,000 142,457 30 Jun 2023 Share-based payment expense - 972 30 Jun 2023 Transfer from SBP reserve upon expiry of options (1,300,000) (143,429) 30 Jun 2023 Closing balance - - (c) Terms and Conditions of Unlisted Incentive Options The Unlisted Options are granted based upon the following terms and conditions: • Each Unlisted Option entitles the holder to the right to subscribe for one Ordinary Share upon the exercise of each Unlisted Option; • The Unlisted Options are exercisable at any time prior to the Expiry Date, subject to vesting conditions being satisfied (if applicable); • Ordinary Shares issued on exercise of the Unlisted Options rank equally with the then Ordinary Shares of the Company; • Application will be made by the Company to ASX for official quotation of the Ordinary Shares issued upon the exercise of the Unlisted Options; • If there is any reconstruction of the issued share capital of the Company, the rights of the Unlisted Option holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction; and • No application for quotation of the Unlisted Incentive Options will be made by the Company. (d) Other Equity Reserve On 30 April 2018, the Company entered into a Debt for Equity Subscription Agreement with its parent entity Apollo Minerals. Under the terms of the agreement, Apollo Minerals agreed to forgive all loan advances made to the Company in relation to exploration activities at the Orpheus Project. The balance of the loan as at the date of forgiveness was $1,200,148. As the transaction was between a parent entity and subsidiary, the forgiven amount has been recognised directly in equity. 2024 2023 Note $ $ Share-based payments reserve 9(b) 380,674 - Other equity reserve 9(d) 1,200,148 1,200,148 1,580,822 1,200,148 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 33 10. ACCUMULATED LOSSES 11. STATEMENT OF CASH FLOWS RECONCILIATION (c) Non-cash financing and investing activities There were no non-cash financing or investing activities during the year ended 30 June 2024 or 30 June 2023. 12. SHARE BASED PAYMENTS (a) Recognised Share-based Payment Expense From time to time, the Group provides incentive options to officers, employees, consultants and other key advisors as part of remuneration and incentive arrangements. The number of options granted, and the terms of the options granted are determined by the Board. Shareholder approval is sought where required. During the past two years, the following equity-settled share-based payments have been recognised: 2024 2023 $ $ Balance at 1 July (8,182,254) (7,052,531) Net loss for the year (1,892,919) (1,273,152) Transfer from SBP reserve upon expiry of unlisted incentive options - 143,429 Balance at 30 June (10,075,173) (8,182,254) 2024 2023 $ $ (a) Reconciliation of the Net Loss After Tax to the Net Cash Flows from Operations Loss for the year (1,892,919) (1,273,152) Adjustment for non-cash income and expense items Depreciation of plant and equipment 9,292 10,734 Share based payment expense 380,674 972 Change in operating assets and liabilities Decrease/(Increase) in trade and other receivables (8,362) 17,660 Increase/(decrease) in trade and other payables 31,261 (9,446) Increase/(decrease) in provisions 5,117 (3,236) Net cash outflow from operating activities (1,474,937) (1,256,468) (b) Reconciliation of Cash Cash at bank and on hand 2,293,234 2,415,108 Balance at 30 June 2,293,234 2,415,108 2024 2023 $ $ Expense arising from equity-settled share-based payment transactions 380,674 972 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 34 (b) Summary of Unlisted Options Granted as Share-based Payments The following Unlisted Options and Performance Rights were granted by the Company as share based payments during the last two years: Type Number Grant Date Vesting Date Expiry Date Exercise Price $ Fair Value $ Series Series 1 Option 450,000 27 Mar 24 27 Mar 24 31 Mar 27 0.12 0.0787 Series 2 Option 1,325,000 27 Mar 24 27 Sep 24 31 Mar 28 0.18 0.0779 Series 3 Option 1,325,000 27 Mar 24 27 Mar 25 31 Mar 29 0.25 0.0792 Series 4 Option 1,550,000 27 May 24 27 May 24 31 Mar 27 0.12 0.1065 Series 5 Option 1,550,000 27 May 24 27 Nov 24 31 Mar 28 0.18 0.1048 Series 6 Option 1,550,000 27 May 24 27 May 25 31 Mar 29 0.25 0.1059 The Unlisted Options are granted based upon the following terms and conditions: • Each Unlisted Option entitles the holder the right to subscribe for one Ordinary Share upon the exercise of each Unlisted Option; • The outstanding balance of Unlisted Options granted as share based payments on issue as at 30 June 2024 is represented by: • 2,000,000 unlisted options exercisable at $0.12, expiring 31 March 2027; • 2,875,000 unlisted options exercisable at $0.18, expiring 31 March 2028; and • 2,875,000 unlisted options exercisable at $0.25, expiring 31 March 2029. • The Unlisted Options are exercisable at any time prior to the Expiry Date, subject to vesting conditions being satisfied; • Ordinary Shares issued on exercise of the Unlisted Options rank equally with the then Ordinary Shares of the Company; • Application will be made by the Company to ASX for official quotation of the Ordinary Shares issued upon the exercise of the Unlisted Options; • If there is any reconstruction of the issued share capital of the Company, the rights of the Unlisted Option holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction; and • No application for quotation of the Unlisted Options will be made by the Company. The following table illustrates the number and weighted average exercise prices (WAEP) of Unlisted Options granted as share-based payments at the beginning and end of the financial year: (c) Weighted Average Remaining Contractual Life The weighted average remaining contractual life for the Unlisted Options outstanding at 30 June 2024 is 3.87 years (2023: nil). (d) Range of Exercise Prices The range of exercise prices of Unlisted Options outstanding at 30 June 2024 is $0.12 to $0.25 (2023: nil). 2024 Number 2024 WAEP 2023 Number 2023 WAEP Outstanding at beginning of year - - 1,300,000 $0.50 Issued during the year 7,750,000 $0.19 - - Exercised during the year - - - - Expired during the year - - (1,300,000) $0.50 Outstanding at end of year 7,750,000 $0.19 - - NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 35 (e) Weighted Average Fair Value The weighted average fair value of Unlisted Options granted during the year ended 30 June 2024 is $0.092 (2023: nil). (f) Unlisted Option Pricing Model The fair value of Unlisted Options granted is estimated as at the date of grant using the Black-Scholes option valuation model taking into account the terms and conditions upon which the Unlisted Options were granted. The following tables list the inputs to the valuation model used for Unlisted Options granted by the Company during the years ended 30 June 2024 and 30 June 2023: Inputs Series 1 Series 2 Series 3 Series 4 Series 5 Series 6 Exercise Price ($) 0.12 0.18 0.24 0.12 0.18 0.24 Grant date share price ($) 0.13 0.13 0.13 0.165 0.165 0.165 Dividend yield(1) - - - - - - Volatility(2) 90% 90% 90% 90% 90% 90% Risk free interest rate 3.638% 3.643% 3.694% 3.992% 3.991% 4.020% Grant date 27 Mar 2024 27 Mar 2024 27 Mar 2024 27 May 2024 27 May 2024 27 May 2024 Expiry date 31 Mar 2027 31 Mar 2028 31 Mar 2029 31 Mar 2027 31 Mar 2028 31 Mar 2029 Expected life of option(3) 3.00 4.00 5.00 2.84 3.85 4.85 Fair value at grant date ($) 0.0787 0.0779 0.0792 0.1065 0.1048 0.1059 Notes: (1) The dividend yield reflects the assumption that the current dividend payout will remain unchanged. (2) The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. (3) The expected life of the options is based on the expiry date of the options as there is limited track record of the early exercise of options. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 36 13. RELATED PARTIES Transactions with Key Management Personnel are included at Note 14. There are no other related parties of the Group. 14. KEY MANAGEMENT PERSONNEL (a) Details of Key Management Personnel The KMP of the Group during the financial year were as follows: Current Directors Mr Ian Middlemas Chairman Mr Peter Woodman Managing Director Mr Peter Muccilli Technical Director Mr Robert Behets Non-Executive Director Mr Mark Pearce Non-Executive Director Other KMP Mr Lachlan Lynch Company Secretary Unless otherwise disclosed, KMP held their position from 1 July 2023 until 30 June 2024. (b) Remuneration of Key Management Personnel (c) Loans from Key Management Personnel No loans were provided to or received from Key Management Personnel during the year ended 30 June 2024 (2023: Nil). (d) Other Transactions Apollo Group Pty Ltd (“Apollo Group”), a Company of which Mr Mark Pearce is a director and beneficial shareholder, provides corporate, administration and company secretarial services and serviced office facilities to the Group under a services agreement. Either party can terminate the services agreement at any time for any reason by giving one month’s written notice. Apollo Group received a monthly retainer of $25,000 (exclusive of GST) for the provision of these services. Effective 1 July 2024, the monthly retainer has increased to $26,000 (exclusive of GST). The monthly retainer is reviewed every six to twelve months and is based on Apollo Group’s budgeted cost of providing the services to the Group (and other companies utilising same or similar services from Apollo Group) for the next six to twelve month period, with minimal mark-up (if any). 15. SEGMENT INFORMATION AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. The Group operates in one segment, being exploration for mineral resources and in one geographical location being Australia. This is the basis on which internal reports are provided to the Directors for assessing performance and determining the allocation of resources within the Group. 2024 2023 $ $ Short-term employee benefits 541,000 541,000 Post-employment benefits 55,550 53,025 Share-based payments 264,637 729 861,187 594,754 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 37 16. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES Overview The Group's principal financial instruments comprise cash and cash equivalents, trade and other receivables and trade and other payables. The main risks arising from the Group's financial instruments are liquidity risk, interest rate risk and credit risk. This note presents information about the Group's exposure to the above risks, its objectives, policies and processes for measuring and managing risk, and the management of capital. Other than as disclosed, there have been no significant changes since the previous financial year to the exposure or management of these risks. The Group manages its exposure to key financial risks in accordance with the Group's financial risk management policy. Key risks are monitored and reviewed as circumstances change (e.g. acquisition of a new project) and policies are revised as required. The overall objective of the Group's financial risk management policy is to support the delivery of the Group's financial targets whilst protecting future financial security. Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and outflows, the Group does not enter into derivative transactions to mitigate the financial risks. In addition, the Group's policy is that no trading in financial instruments shall be undertaken for the purposes of making speculative gains. As the Group's operations change, the Directors will review this policy periodically going forward. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing the Group's financial risks as summarised below. (a) Liquidity Risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board's approach to managing liquidity is to ensure, as far as possible, that the Group will always have sufficient liquidity to meet its liabilities when due. The contractual maturities of financial liabilities, including estimated interest payments, are provided below. There are no netting arrangements in respect of financial liabilities. (b) Commodity Price Risk The Group is exposed to commodity price risk. These commodity prices can be volatile and are influenced by factors beyond the Group’s control. As the Group is currently engaged in exploration and business development activities, no sales of commodities are forecast for the next 12 months, and accordingly, no hedging or derivative transactions have been used to manage commodity price risk. 2024 ≤6 Months A$ 6-12 Months A$ 1-5 Years A$ ≥5 Years A$ Total A$ Financial Liabilities Trade and other payables 80,640 - - - 80,640 80,640 - - - 80,640 2023 ≤6 Months A$ 6-12 Months A$ 1-5 Years A$ ≥5 Years A$ Total A$ Financial Liabilities Trade and other payables 49,380 - - - 49,380 49,380 - - - 49,380 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 38 16. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED) (c) Capital Management The Group manages its capital to ensure that it will be able to continue as a going concern while financing the development of its projects through primarily equity based financing. The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Given the stage of the Group, the Board's objective is to minimise debt and to raise funds as required through the issue of new shares. The Group is not subject to externally imposed capital requirements. There were no changes in the Group's approach to capital management during the year. During the next 12 months, the Group will continue to explore financing opportunities, primarily consisting of additional issues of equity should it be required. (d) Fair Value The net fair value of financial assets and financial liabilities approximates their carrying value as at 30 June 2024 and 30 June 2023. (e) Interest Rate Risk The Group's exposure to the risk of changes in market interest rates relates primarily to the cash and short-term deposits with a floating interest rate. These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets and liabilities, in the form of receivables and payables are non-interest bearing. At the reporting date, the interest rate profile of the Group's interest-bearing financial instruments was: The Group’s cash at bank and on hand had a weighted average floating interest rate at year end of 4.32% (2023: 4.09%). The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk. Interest rate sensitivity A sensitivity of 20% has been selected as this is considered reasonable given the current level of both short term and long term interest rates. A 20% movement in interest rates at the reporting date would have increased (decreased) equity and profit and loss by the amounts shown below. This analysis assumes that all other variables, remain constant. 2024 2023 $ $ Interest-bearing financial instruments Cash and cash equivalents 2,293,234 2,415,108 2,293,234 2,415,108 Profit or loss Equity 20bp Increase 20bp Decrease 20bp Increase 20bp Decrease 2024 Cash and cash equivalents 19,793 (19,793) 19,793 (19,793) 2023 Cash and cash equivalents 19,749 (19,749) 19,749 (19,749) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 39 16. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED) (f) Credit Risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. This arises principally from cash and cash equivalents and trade and other receivables. There are no significant concentrations of credit risk within the Group. The carrying amount of the Group's financial assets represents the maximum credit risk exposure, as represented below: The Group does not have any customers and accordingly does not have any significant exposure to credit losses. Other receivables comprise primarily GST refunds and interest receivable. At 30 June 2024, none (2023: none) of the Group's receivables are past due. No impairment losses on receivables have been recognised. With respect to credit risk arising from cash and cash equivalents, the Group's exposure to credit risk arises from historical default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. 17. COMMITMENTS As a condition of retaining the current rights to tenure to exploration tenements, the Group is required to pay an annual rental charge and meet minimum expenditure requirements for each tenement. These obligations are not provided for in the financial statements and are at the sole discretion of the Group: 2024 2023 $ $ Commitments for exploration expenditure: Not longer than 1 year 321,000 278,625 Longer than 1 year and shorter than 5 years 262,417 170,000 583,417 448,625 18. INTERESTS IN JOINT OPERATIONS The Group has interests in the following joint operations: Name Principal Activities Country Interest Carrying Amount 2024 % 2023 % 2024 $ 2023 $ Orpheus Project Exploration for nickel, copper and gold in the Fraser Range Australia 70 70 350,000 350,000 Orpheus Project Constellation Resources has a 70% interest in the unincorporated Orpheus Joint Venture with Enterprise Metals Limited (30% interest). The Orpheus Joint Venture area consists of three tenements (E28/2403, E63/1281 and E63/1695) in the prospective Fraser Range province. Constellation Resources is required to sole fund all joint operation activities until the date it delivers a Bankable Feasibility Study for a Mining Area to Enterprise Metals Limited. 2024 2023 $ $ Financial assets Cash and cash equivalents 2,293,234 2,415,108 Other receivables 8,798 436 2,302,032 2,415,544 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 40 19. RELATED PARTIES Key Management Personnel Transactions with Key Management Personnel are included at Note 14. Transactions with Related Parties in the Consolidated Group The consolidated group consists of Constellation Resources Limited (the ultimate parent entity in the wholly owned group) and its controlled entities (see Note 22). Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. 20. PARENT ENTITY DISCLOSURES 2024 2023 $ $ (a) Financial Position Assets Current Assets 2,302,032 2,415,544 Non-Current Assets 379,289 385,091 Total Assets 2,681,321 2,800,635 Liabilities Current Liabilities 101,286 64,908 Non-Current Liabilities - - Total Liabilities 101,286 64,908 Equity Contributed equity 11,074,386 9,717,833 Reserves 1,580,822 1,200,148 Accumulated losses (10,075,173) (8,182,254) Total Equity 2,580,035 2,735,727 (b) Financial Performance Loss for the year (1,892,919) (1,273,152) Total comprehensive income (1,892,919) (1,273,152) The Parent entity’s commitments and contingent assets or liabilities are included in Note 18 and 24 respectively. 21. CONTROLLED ENTITIES All controlled entities are included in the consolidated financial statements. The parent entity does not guarantee to pay the deficiency of its controlled entities in the event of a winding up of any controlled entity. The financial year-end of the controlled entities is the same as that of the parent entity. Name of Controlled Entity Place of Incorporation % of Shares held 2024 % of Shares held 2023 CR1 Energy Pty Ltd Australia 100 100 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 Constellation Resources Limited ANNUAL REPORT 2024 41 22. EARNINGS PER SHARE The following reflects the income and share data used in the calculations of basic and diluted earnings per share: (a) Non-Dilutive Securities As at reporting date, 7,750,000 unlisted options (which represent 7,750,000 potential ordinary shares) were considered non-dilutive as they would decrease the loss per share. As at 30 June 2023, there were no securities that were considered non-dilutive. (b) Conversions, Calls, Subscriptions or Issues after 30 June 2024 Subsequent to 30 June 2024, no Ordinary Shares were issued as a result of the conversion of options. There were no other conversions to, calls of, or subscriptions for Ordinary Shares or issues of potential Ordinary Shares since the reporting date and before the completion of this financial report. 23. CONTINGENT ASSETS AND LIABILITIES As at the date of this report, no material contingent assets or liabilities had been identified as at 30 June 2024 (2023: nil). 24. AUDITORS' REMUNERATION 2024 2023 $ $ Amounts received or due and receivable by William Buck for: an audit or review of the financial report of the Company 30,500 26,000 other services in relation to the Company - - 30,500 26,000 25. EVENTS SUBSEQUENT TO REPORTING DATE As at the date of this report, other than previously stated, there are no other matters or circumstances which have arisen since 30 June 2024 that have significantly affected or may significantly affect: • the operations, in financial years subsequent to 30 June 2024, of the Group; • the results of those operations, in financial years subsequent to 30 June 2024, of the Group; or • the state of affairs, in financial years subsequent to 30 June 2024, of the Group. 2024 $ 2023 $ Basic and diluted loss per share ($ per share) (0.04) (0.03) (0.04) (0.03) 2024 $ 2023 $ Net loss attributable to members of the parent used in calculating basic and diluted earnings per share: (1,892,919) (1,273,152) Earnings used in calculating basic and dilutive earnings per share (1,892,919) (1,273,152) Number of Ordinary Shares 2024 Number of Ordinary Shares 2023 Weighted average number of Ordinary Shares used in calculating basic and dilutive earnings per share 52,347,480 49,905,426 CONSOLIDATED ENTITY DISCLOSURE STATEMENT Constellation Resources Limited ANNUAL REPORT 2024 42 CONSOLIDATED ENTITY DISCLOSURE STATEMENT The consolidated entity disclosure statement has been prepared in accordance with subsection 295(3A)(a) of the Corporations Act 2001. The entities listed in the statement are Constellation Resources Limited and all the entities it controls in accordance with AASB 10 Consolidated Financial Statements. The percentage of share capital disclosed for bodies corporate included in the statement represents the economic interest controlled and consolidated by Constellation Resources Limited’s financial statements. In relation to the tax residency information included in the statement, judgement may be required in the determination of the residency of the entities listed. In developing the disclosures in the statement, the directors have utilised internal documentation to support the determination of tax residency. Name of Controlled Entity Place of Incorporation Entity Type % of Shares held 2024 Tax Residency Constellation Resources Limited Australia Body Corporate N/A Australian CR1 Energy Pty Ltd Australia Body Corporate 100 Australian DIRECTORS’ DECLARATION Constellation Resources Limited ANNUAL REPORT 2024 43 In accordance with a resolution of the directors of Constellation Resources Limited: 1. In the opinion of the directors: (a) the attached financial statements, notes and the additional disclosures included in the directors' report designated as audited, are in accordance with the Corporations Act 2001, including: (i) section 296 (compliance with accounting standards and Corporations Regulations 2001); and (ii) section 297 (gives a true and fair view of the financial position as at 30 June 2024 and of the performance for the year ended on that date of the Grouup); (b) there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable; and (c) the consolidated entity disclosure statement required by section 295(3A) of the Corporations Act 2001 is true and correct. 2. The attached financial statements and notes thereto are in compliance with International Financial Reporting Standards, as stated in Note 1 to the financial statements. 3. The Directors have been given a declaration required by section 295A of the Corporations Act 2001 for the financial year ended 30 June 2024. On behalf of the Board PETER WOODMAN Managing Director 22 August 2024 Level 3, 15 Labouchere Road, South Perth WA 6151 PO Box 748, South Perth WA 6951 +61 8 6436 2888 wa.info@williambuck.com williambuck.com William Buck is an association of firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation. Independent auditor’s report to the members of Constellation Resources Limited Report on the audit of the financial report Our opinion on the financial report In our opinion, the accompanying financial report of Constellation Resources Limited (the Company) and its subsidiary (the Group) is in accordance with the Corporations Act 2001, including: — giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial performance for the year then ended; and — complying with Australian Accounting Standards and the Corporations Regulations 2001. What was audited? We have audited the financial report of the Group, which comprises: — the consolidated statement of financial position as at 30 June 2024, — the consolidated statement of profit or loss and other comprehensive income for the year then ended, — the consolidated statement of changes in equity for the year then ended, — the consolidated statement of cash flows for the year then ended, — notes to the financial statements, including material accounting policy information, — the consolidated entity disclosure statement, and — the directors’ declaration. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Constellation Resources Limited ANNUAL REPORT 2024 44 Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter 1 Carrying Value of Exploration and Evaluation Assets (refer also to notes 1(j) and 6) As at 30 June 2024, the carrying value of the Group’s exploration and evaluation assets amounted to $350,000. The Group has capitalised the acquisition costs of tenements comprising the Orpheus Project located in the Fraser Range province of Western Australia. The carrying value of these costs represents a significant asset of the Group. This is a key audit matter due to the fact that significant judgement is applied in determining whether the capitalised exploration costs continue to meet the recognition criteria of AASB 6 Exploration for and Evaluation of Mineral Resources. How our audit addressed the key audit matter Our procedures focussed on evaluating management’s assessment of whether the exploration and evaluation assets continue to meet the recognition criteria of AASB 6 Exploration for and Evaluation of Mineral Resources, including: - Obtaining evidence that the Group has valid rights to explore the areas represented by the capitalised exploration costs; - Enquiring of management and reviewing the cashflow forecast to verify that substantive expenditure on further exploration for and evaluation of the mineral resources in the Group’s areas of interest was planned and compared these to the minimum expenditure requirements of the license expenditure requirements; - Enquiring of management, reviewing ASX announcements made and reviewing minutes of director meetings to verify that the Group had not decided to discontinue activities in any of its areas of interest; and - Assessing the adequacy of the related disclosures in the financial report. Key Audit Matter 2 Valuation of Incentive Options (refer also to notes 1(s), 2, 9 and 12) The Group reported $380,674 of expenses for the year in respect of the following share-based payments. This is a key audit matter because significant judgement and estimation are required to determine the fair value of the share-based payment granted in the year. How our audit addressed the key audit matter Our audit procedures included: - Assessing management’s calculation of fair value of share-based payments, including the appropriateness of the valuation models used and inputs applied. Constellation Resources Limited ANNUAL REPORT 2024 45 Other information The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 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 conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of: — the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and — the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of: — the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and — the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. - Checking the terms and conditions of the share-based payments to relevant ASX Announcements and signed agreements; - Critically reviewing management’s assumptions regarding the likelihood of satisfying performance obligations for non-market-based conditions; and - Assessing whether management’s reporting and disclosure of share-based payments was in accordance with AASB 2 Share Based Payment. Constellation Resources Limited ANNUAL REPORT 2024 46 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. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf This description forms part of our auditor’s report. Constellation Resources Limited ANNUAL REPORT 2024 47 Report on the Remuneration Report Our opinion on the Remuneration Report In our opinion, the Remuneration Report of Constellation Resources Limited, for the year ended 30 June 2024, complies with section 300A of the Corporations Act 2001. What was audited? We have audited the Remuneration Report included on pages 10 to 16 of the directors’ report for the year ended 30 June 2024. 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. William Buck Audit (WA) Pty Ltd ABN 67 125 012 124 Amar Nathwani Director Dated this 22nd day of August 2024 Constellation Resources Limited ANNUAL REPORT 2024 48 Constellation Resources Limited ANNUAL REPORT 2024 49 CORPORATE GOVERNANCE STATEMENT Constellation Resources Limited (“Constellation Resources” or “Company”) believes corporate governance is important for the Company in conducting its business activities. The Board of the Company has adopted a suite of charters and key corporate governance documents which articulate the policies and procedures followed by the Company. These documents are available in the Corporate Governance section of the Company’s website, www.constellationresources.com.au. These documents are reviewed annually to address any changes in governance practices and the law. The Company’s Corporate Governance Statement 2024, which explains how Constellation Resources complies with the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 4th Edition’ in relation to the year ended 30 June 2024, is available in the Corporate Governance section of the Company’s website, www.constellationresources.com.au and will be lodged with ASX together with an Appendix 4G at the same time that this Annual Report is lodged with ASX. In addition to the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 4th Edition’ the Board has taken into account a number of important factors in determining its corporate governance policies and procedures, including the: • relatively simple operations of the Company, which currently only undertakes mineral exploration and development activities; • cost verses benefit of additional corporate governance requirements or processes; • size of the Board; • Board’s experience in the resources sector; • organisational reporting structure and number of reporting functions, operational divisions and employees; • relatively simple financial affairs with limited complexity and quantum; • relatively small market capitalisation and economic value of the entity; and • direct shareholder feedback. Constellation Resources Limited ANNUAL REPORT 2024 50 ASX ADDITIONAL INFORMATION The shareholder information set out below was applicable as at 31 August 2024. 1. TWENTY LARGEST HOLDERS OF ORDINARY SHARES The names of the twenty largest holders of listed securities are listed below: Name No. of Ordinary Shares Held % of Issued Shares Arredo Pty Ltd 4,000,000 6.50 Mr Thomas Francis Corr 2,618,201 4.26 Apollo Minerals Limited 2,300,100 3.74 Bouchi Pty Ltd 2,000,000 3.25 Mr Kevin Mark Johnson 2,000,000 3.25 Mr John Paul Welborn 2,000,000 3.25 Beelong Pty Ltd2,000,000 3.25 Roseberry Holdings Pty Ltd 1,833,331 2.98 Croseus Mining Pty Ltd 1,700,000 2.76 Argonaut Securities (Nominees) Pty Ltd 1,670,000 2.71 BNP Paribas Noms Pty Ltd 1,541,990 2.51 GP Securities Pty Ltd 1,400,000 2.28 Mr Peter Woodman 1,266,666 2.06 Mikado Corporation Pty Ltd 1,150,000 1.87 Cantori Pty Ltd 1,056,379 1.72 Verve Investments Pty Ltd 1,000,000 1.63 Beelong Pty Ltd 1,000,000 1.63 Mr Robert Arthur Behets & Mrs Kristina Jane Behets 866,666 1.41 HSBC Custody Nominees (Australia) Limited 808,106 1.31 Boyle Superannuation Holdings Pty Ltd 801,874 1.30 Total Top 20 33,013,313 53.67 Others 28,500,447 46.33 Total Ordinary Shares on Issue 61,513,760 100 2. DISTRIBUTION OF ORDINARY SHARES Analysis of numbers of holders by size of holding: Distribution Number of Shareholders Number of Shares 1 – 1,000 19 2,381 1,001 – 5,000 70 221,985 5,001 – 10,000 49 389,328 10,001 – 100,000 203 8,401,578 More than 100,000 107 52,498,488 Totals 448 61,513,760 There were 55 holders of less than a marketable parcel of ordinary shares. 3. VOTING RIGHTS See Note 8 of the Notes to the Financial Statements. Constellation Resources Limited ANNUAL REPORT 2024 51 ASX ADDITIONAL INFORMATION (Continued) 4. SUBSTANTIAL SHAREHOLDERS Substantial Shareholder notices have been received from the following: Substantial Shareholder Number of Shares Arredo Pty Ltd 4,000,000 Kevin Mark Johnson 4,000,000 5. RESTRICTED SECURITIES There were no restricted securities on issue. 6. ON-MARKET BUY BACK There is currently no on-market buyback program for any of Constellation Resources Limited's listed securities. 7. UNQUOTED SECURITIES The names of the security holders holding 20% or more of an unlisted class of security at 31 August 2024, other than those securities issued or acquired under an employee incentive scheme, are listed below: Holder $0.12 Options Expiring 31-Mar-27 $0.18 Options Expiring 31-Mar-28 $0.24 Options Expiring 31-Mar-29 Mr Peter Woodman 400,000 400,000 400,000 Mr Peter Muccilli 500,000 500,000 500,000 Mr Iain Copp 250,000 750,000 750,000 Other 850,000 1,225,000 1,225,000 Total in Class 2,000,000 2,875,000 2,875,000 Total holders 8 8 8 8. MINERAL RESOURCES STATEMENT To date, the Group has not reported any Mineral Resources or Ore Reserves for its exploration projects. 9. EXPLORATION INTERESTS Reference Project State Status Interest E28/2403 Orpheus Project Western Australia Granted 70% E63/1281 Orpheus Project Western Australia Granted 70% E28/2738 Orpheus Project Western Australia Granted 100% E63/1695 Orpheus Project Western Australia Application 70% E28/2957 Orpheus Project Western Australia Granted 100% Application Identifier Type Size (km2) Location STP-SPA-0116 SPA-AO (Conditionally Granted) 9,419 Edmund-Collier Basin STP-SPA-0117 SPA-AO (Conditionally Granted) 9,465 Edmund-Collier Basin STP-SPA-0118 SPA-AO (Conditionally Granted) 9,357 Edmund-Collier Basin STP-SPA-0119 SPA-AO (Conditionally Granted) 9,047 Edmund-Collier Basin STP-SPA-0120 SPA-AO (Conditionally Granted) 8,918 Yerrida Basin STP-SPA-0121 SPA-AO (Conditionally Granted) 9,176 Yerrida Basin 52 CONSTELLATION RESOURCES LIMITED constellationresources.com.au Level 9, 28 The Esplanade, Perth WA 6000