Equus Mining Limited
Annual Report 2024

Plain-text annual report

EQUUS MINING LIMITED and its controlled entities A.B.N. 44 065 212 679 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024 Equus Mining Limited Corporate Directory Directors John Braham Non-Executive Chairman Damien Koerber Non-Executive Director David Coupland Non-Executive Director Company Secretary Marcelo Mora Principal Place of Business and Registered Office Level 2 66 Hunter Street Sydney NSW 2000 Australia Telephone: (61 2) 9300 3366 Facsimile: (61 2) 9221 6333 Email address: info@equusmining.com Web site: www.equusmining.com Share Registry Automic Pty Ltd Level 5, 126 Phillip Street Sydney NSW 2000 Telephone: 1 300 288 664 (within Australia) Facsimile: (61 2) 9698 5414 (outside Australia) Auditors KPMG Heritage Lanes, Level 11 80 Ann Street Brisbane QLD 4000 Stock Exchange Listings Australian Securities Exchange (Code – EQE) Equus Mining Limited Contents CONTENTS Page Review of Operations 1 Corporate Governance Statement 2 Directors’ Report 3 Lead Auditor’s Independence Declaration 15 Consolidated Statement of Profit or Loss and Other Comprehensive Income 16 Consolidated Statement of Financial Position 17 Consolidated Statement of Changes in Equity 18 Consolidated Statement of Cash Flows 19 Notes to the Consolidated Financial Statements 20 Consolidated Entity Disclosure Statement 46 Directors’ Declaration 47 Independent Auditor’s Report 48 Additional Stock Exchange Information 53 Equus Mining Limited Review of Operations For the Year Ended 30 June 2024 1 | P a g e REVIEW OF OPERATIONS During the year ended 30 June 2024, the significant changes in the state of affairs of the Group were as follows: On 14 July 2023, the Company issued 32,500,000 ordinary shares to an institutional investor and a director of the Company at an issue price of $0.04 raising $1,300,000 ($500,000 was received before 30 June 2023) before costs. The Company also issued 25,000,000 unlisted options to the institutional investor. The options have an exercise price of $0.05 expiring on 28 June 2026. On 3 October 2023, the Company entered into a Deed of Forbearance with the lenders of its borrowing facility, Tribeca and its affiliated entities (“Tribeca”), as a result of breaching the terms of its loan facility agreement, having failed to pay accrued interest on 30 September 2023. As a result of the Deed and subsequent extensions agreed to, the lenders agreed not to exercise their power to call upon the loan until 31 January 2024, or earlier in the event the sale of the Group’s Chilean operations is finalised or does not proceed. On 12 October 2023, the Company issued 3,937,008 ordinary shares to the value of $50,000 to Tribeca under the terms of the deed. On 30 November 2023, Equus executed binding documentation with Andean Silver Limited (‘Andean’) (formerly Mitre Mining Corporation Limited) under which Andean would acquire all the Chilean assets and undertakings of Equus Mining Limited (‘Equus’). Shareholder approval was received for the sale on 29 January and 30 January 2024 respectively for Andean and Equus. On 21 February 2024, the transaction was completed, and under the terms of the agreement, Andean acquired 100% of the Group’s Australian subsidiary Equus Resources Pty Ltd which holds through subsidiaries in Chile 100% of the share capital of the Cerro Bayo project and the Cerro Diablo exploration project. Additionally, Andean acquired all the assets and undertakings of Equus’ subsidiaries, Southern Gold SpA and Equus Patagonia SpA, which together own all the assets comprising the Los Domos exploration project. Total consideration for the sale was A$5.0 million comprised of: • A$3.5 million cash; • A$0.5 million of Andean shares; and • A$1.0 million deferred consideration in cash or shares (at Andean’s discretion) subject to minimum resource and grade milestones at Cerro Bayo within 5 years. Under the Deed, Tribeca was paid and issued cash of A$3 million and shares to the value of A$500,000 in full repayment of all amounts owed by Equus under the US$2.2 million Loan Facility Agreement with Tribeca. The Group was entitled to cash consideration of $500,000 as a result of the sale, of which $200,000 was received in October 2023. A further $270,000 was received in February 2024 and $30,000 was received in June 2024. On 31 December 2023, the Group failed to pay accrued interest for the quarter ended 31 December 2023. The lenders Tribeca and its affiliated entities did not impose any additional penalties, restrictions, or conditions on the Group. Subsequent to year-end, on 1 October 2024 the Company amended the sale and purchase agreement executed with Andean in 2023. Andean and Equus agreed to amend the deferred consideration of $1,000,000 in cash or shares at the election of Andean upon the milestone being met. Under the amended agreement the deferred consideration was reduced to $750,000 and Andean paid the amount in cash on 4 October 2024, notwithstanding that the milestone had not been achieved at that time. Since the completion of the assets sale in February 2024, the Company has actively reviewed investment opportunities for Equus Mining Limited. With the injection of the $750,000, the Company is now well positioned in the search for a new venture. Yours sincerely John Braham Non-Executive Chairman Dated this 13th day of December 2024. Equus Mining Limited Corporate Governance Statement For the Year Ended 30 June 2024 2 | P a g e CORPORATE GOVERNANCE STATEMENT The Board is committed to maintaining the highest standards of Corporate Governance. Corporate Governance is about having a set of core values and behaviours that underpin the Company's activities and ensure transparency, fair dealing and protection of the interests of stakeholders. The Company has reviewed its corporate governance practices against the Corporate Governance Principles and Recommendations (4th edition) published by the ASX Corporate Governance Council. The 2024 corporate governance statement is dated 13 December 2024 and reflects the corporate governance practices throughout the 2024 financial year. The board approved the 2024 corporate governance on 13 December 2024. A description of the Company’s current corporate governance practices is set out in the Company’s corporate governance statement, which can be viewed at http://www.equusmining.com/corporate-governance/. Equus Mining Limited Directors’ Report For the Year Ended 30 June 2024 3 | P a g e The Directors present their report, together with the consolidated financial statements of the Group, comprising of Equus Mining Limited ('Equus' or 'the Company') and its controlled entities for the financial year ended 30 June 2024 and the auditor’s report thereon. DIRECTORS The names and details of the Directors in office during or since the end of the previous financial year are as follows. Directors were in office for the entire year unless otherwise stated. John Richard Braham, Non-Executive Chairman (from 21 February 2024) Director since 13 November 2018 Mr Braham is an experienced Mining Finance and Investment professional with a 24-year career at Macquarie Bank, the last 11 of which were as an Executive Director within the Mining Finance Division. John built and ran a successful mining finance business in New York for Macquarie Bank from 2001 to 2008, providing capital to the junior mining industry. This involved providing debt and equity to exploration companies and mine developers in both North and South America including companies operating in Argentina, Peru and Chile. On returning to Australia, John built a successful bulk commodity finance business for Macquarie Bank which he ran from 2008 to 2017 based in Sydney. John was a Director of public listed company Castile Resources Limited from 29 November 2019 to 1 January 2024. John has experience as both an executive and non executive director of junior mining companies, most recently as non executive director of Castile Mining Ltd and Managing Director of Equus Mining Limited. David (Ted) Harcourt Coupland, Non-Executive Director Director since 21 June 2021 Ted Coupland has over 35 years of experience in the mining, exploration and resource finance industry and holds qualifications in geology, geostatistics, mineral economics and finance. Ted has had a comprehensive technical career in the resources sector covering exploration, mine geology, resource estimation, risk analysis, resource consulting and business management. Ted spent 6 years between 2013 and 2018 working in Macquarie Bank's Mining Finance team where he specialised in technical due diligence, deal origination, client relationship management, principal equity investing, mezzanine finance, structured project finance and commodity derivative structures. As a professional Geologist and Geostatistician, Ted has been involved with many technically challenging resource projects around the globe covering a range of commodities including gold, silver, copper, base metals, PGM’s, bauxite and coal. Ted holds a Bachelor of Science (Geology) from the University of New England, Post-Graduate Degree in Geostatistics from the Paris School of Mines, Post-Graduate Diploma in Mineral Economics from Macquarie University and a Post-Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia. Ted is a Corporate Member of the Australasian Institute of Mining and Metallurgy (AusIMM). He was a director of Odin Metals Ltd until September 2022. He has not served as a director of any other listed company during the past two years. Equus Mining Limited Directors’ Report For the Year Ended 30 June 2024 4 | P a g e Damien John Koerber, Non-Executive Director Director since 27 November 2019 Mr Koerber commenced with Equus in 2012 as exploration manager at the Naltagua copper project in Chile which brought considerable senior management and technical experience in the resources industry, from both in Australia and throughout South America. Mr Koerber is a geologist with 32 years of exploration experience, mainly throughout and based in Latin America. He has held senior management and consulting exploration and business development positions in companies including Billiton Gold (Northern Territory and Western Australia), North (Chile), Rio Algom (Chile), Newcrest (Chile, Argentina and Peru), MIM (Argentina and Brazil), Patagonia Gold SA (Chile and Argentina) and Mirasol Resources (Chile and Argentina). During his career, he has been directly involved in several discoveries including Cleo-Sunrise Dam (Western Australia), Tanami (Northern Territory), Union Reefs (Northern Territory) and Cap Oeste-COSE (Argentina) and more recently, as COO for Andean Silver Limited. Mr Koerber graduated from the UNSW (BSc. Geology Hons Class 1) in 1989 and is a bilingual, Australian geologist. He has not served as a director of any other listed company during the past three years. Mark Hamish Lochtenberg, Non-Executive Chairman Director since 10 October 2014 – resigned 21 February 2024. Mr Lochtenberg graduated with a Bachelor of Law (Hons) degree from Liverpool University, U.K. and has been actively involved in the coal industry for more than 30 years. Mark Lochtenberg is a Non-Executive Chairman of the publicly listed company Terracom Limited. He is the former Executive Chairman and founding Managing Director of ASX-listed Baralaba Coal Company Limited (formerly Cockatoo Coal Limited) and former Non-executive Director of Nickel Industries Limited. He was a principal architect of Cockatoo’s inception and growth from an early-stage grassroots explorer through to an emerging mainstream coal producer. He was also formerly the co-head of Glencore International AG’s worldwide coal division, where he spent 13 years overseeing a range of trading activities including the identification, due diligence, negotiation, acquisition and aggregation of the coal project portfolio that would become Xstrata Coal. Prior to this Mark established a coal “swaps” market for Bain Refco, (Deutsche bank) after having served as a senior coal trader for Hansen Neuerburg AG and as coal marketing manager for Peko Wallsend Limited. Mr Lochtenberg is currently a Non-Executive Director of public listed company Terracom Limited. Former Director of Nickel Industries Limited and former Director of Evolve Power Limited former Montem Resources. He has not served as a director of any other listed company during the past three years. Equus Mining Limited Directors’ Report For the Year Ended 30 June 2024 5 | P a g e Ryan Kane Austerberry, Non-Executive Director Director since 2 December 2021 – resignation 4 September 2023 Ryan Austerberry has over 18 years of experience in the resource industry with a background in Mining Engineering, predominantly undertaking technical roles and operations management. Ryan has had comprehensive technical roles and operations management through a variety of mining engineering roles into project work. Ryan has been with Mandalay Resources Corporation (TSX:MDN) (‘Mandalay’) for most of his career, he is the current General Manager of Operations at Costerfield in Victoria and previously was General Manager of Björkdal in Sweden. Ryan has previously assisted with developing Cerro Bayo and has operational knowledge of the Cerro Bayo Mine in Chile. Ryan holds a Bachelor of Applied Science from the Royal Melbourne Institute of Technology, a Post-Graduate Diploma in Mining from the University of Ballarat, and an MBA from the Australian Institute of Business. Ryan is a Chartered Professional in Mining with the Australasian Institute of Mining and Metallurgy (AusIMM) and a graduate of the Australian Institute of Company Directors. He has not served as a director of any other listed company during the past three years. COMPANY SECRETARY Marcelo Mora Company Secretary since 16 October 2012 Marcelo Mora holds a Bachelor of Business degree and Graduate Diploma of Applied Corporate Governance. Mr Mora has been an accountant for more than 30 years and has experience in resources and mining companies both in Australia and internationally, providing financial reporting and company secretarial services to a range of publicly listed companies. DIRECTORS’ MEETINGS The number of Directors’ meetings and number of meetings attended by each of the Directors (while they were a Director) of the Company during the year are: Director Board Meetings Held Attended Mark H. Lochtenberg 4 4 John R. Braham 4 4 Damien J. Koerber 4 4 David (Ted) H. Coupland 4 4 Ryan K. Austerberry 3 3 Equus Mining Limited Directors’ Report For the Year Ended 30 June 2024 6 | P a g e DIRECTORS’ INTERESTS At the date of this report, the beneficial interests of each director of the Company in the issued share capital of the Company and options, each exercisable to acquire one fully paid ordinary share of the Company are: Director Fully Paid Ordinary Shares Options over ordinary shares Option Terms (Exercise Price and Term) John R. Braham 1,138,953 333,333 $0.54 at any time up to 25 November 2025 Damien J. Koerber 2,173,370 83,333 $0.54 at any time up to 25 November 2025 David (Ted) H. Coupland 1,044,684 - During the year ended 30 June 2024, no options were granted as compensation to directors of the Company (2023: nil). During the year ended 30 June 2024, 666,666 unlisted options granted to directors of the Company expired unexercised (2023: 333,333). There were no options over unissued ordinary shares granted as compensation to directors or executives of the Company during or since the end of the financial year. OPTION HOLDINGS Options granted to directors' and officers’ Since the end of the financial year, the Company has not granted any options over unissued ordinary shares to directors or officers as part of their remuneration. UNISSUED SHARES UNDER OPTIONS At the date of this report, unissued ordinary shares of the Company under option are: Number of Options Employee Options Attaching Options Exercise Price Expiry Date 416,666(1) - $0.54 25 November 2025 - 22,863,081 $0.15 14 October 2025 - 25,000,000 (2) $0.05 28 June 2026 (1)In the event that the employment of the option holder is terminated by breach of its obligations to the Company, then the options shall lapse upon written notification to the holder. (2)The options were issued on 14 July 2023. All options expire on their expiry date. The persons entitled to exercise the options do not have, by virtue of the options, the right to participate in a share issue of the Company or any other body corporate. SHARES ISSUED ON EXERCISE OF OPTIONS During the financial year ended 30 June 2024, no ordinary shares were issued as a result of the exercise of options (2023: nil). Since the end of the financial year, the Company has not issued ordinary shares as a result of the exercise of options. Equus Mining Limited Directors’ Report For the Year Ended 30 June 2024 7 | P a g e CORPORATE INFORMATION Corporate Structure Equus Mining Limited is a limited liability company that is incorporated and domiciled in Australia. It has prepared a consolidated financial report incorporating the entities that it controlled during the financial year. The Group’s structure at 30 June 2024 is outlined below. The Companies referred above comprise the “Consolidated Entity” for the Financial Statements included in this report. PRINCIPAL ACTIVITIES During November 2023, the Company executed a binding agreement with Andean Silver Limited (former Mitre Mining Corporation Limited) for the sale of Equus Chilean Assets. On 21 February 2024 the transaction completed and Equus no longer holds an interest in any projects and the Company will provide updates as required regarding future investment opportunities. FINANCIAL RESULTS The consolidated loss after income tax attributable to members of the Company for the year was $3,805,256 (2023: $25,223,443 loss). REVIEW OF OPERATIONS A review of the Group's operations for the year ended 30 June 2024 is set out on pages 1 of this Annual Report. DIVIDENDS The Directors do not recommend the payment of a dividend in respect of the financial year ended 30 June 2024. No dividends have been paid or declared during the financial year (2023 - $nil). Equus Mining Limited Directors’ Report For the Year Ended 30 June 2024 8 | P a g e CHANGES IN STATE OF AFFAIRS In the opinion of the Directors, significant changes in the state of affairs of the Group that occurred during the year ended 30 June 2024 were as follows:  On 14 July 2023, the Company issued 32,500,000 ordinary shares to an institutional investor and a director of the Company at an issue price of $0.04 raising $1,300,000 ($500,000 was received before 30 June 2023) before costs. The Company also issued 25,000,000 unlisted options to the institutional investor. The options have an exercise price of $0.05 expiring on 28 June 2026.  On 3 October 2023, the Company entered into a Deed of Forbearance with the lenders of its borrowing facility, Tribeca and its affiliated entities (“Tribeca”), as a result of breaching the terms of its loan facility agreement, having failed to pay accrued interest on 30 September 2023. As a result of the Deed, the lenders have agreed not to exercise their power to call upon the loan until 31 January 2024, or earlier in the event the sale of the Group’s Chilean operations is finalised or does not proceed. On 12 October 2023, the Company issued 3,937,008 ordinary shares to the value of $50,000 to Tribeca under the terms of the deed.  On 30 November 2023, Equus executed binding documentation with Andean Silver Limited (former Mitre Mining Corporation Limited) (“Andean”) under which Andean acquired all the Chilean assets and undertakings of Equus. Under the terms of the agreement, Andean acquired 100% of the Group’s Australian subsidiary Equus Resources Pty Ltd which holds through subsidiaries in Chile 100% of the share capital of the Cerro Bayo project and the Cerro Diablo exploration project. Additionally, Andean acquired all the assets and undertakings of Equus’ subsidiaries, Southern Gold SpA and Equus Patagonia SpA, which together owned all the assets comprising the Los Domos exploration project. The transaction completed on 21 February 2024. Total consideration for the sale was A$5.0 million comprised of:  A$3.5 million cash;  A$0.5 million of Andean shares; and  A$1.0 million deferred consideration in cash or shares (at Andean’s discretion) subject to minimum resource and grade milestones at Cerro Bayo within 5 years. Under the Deed, Tribeca was directly paid and issued cash of A$3 million and shares to the value of A$500,000 in full repayment of all amounts owed by Equus under the US$2.2 million Loan Facility Agreement with Tribeca. The Group received a cash consideration of $500,000 as a result of the sale, of which $200,000 was received in October 2023. A further $270,000 was received in February 2024 and $30,000 was received during June 2024.  On 31 December 2023, the Group failed to pay accrued interest for the quarter ended 31 December 2023. The lenders Tribeca and its affiliated entities did not impose any additional penalties, restrictions, or conditions on the Group.  On 1 October 2024, the Company amended the sale and purchase agreement executed with Andean in 2023. Andean and Equus agreed to amend the deferred consideration of $1,000,000 in cash or shares at the election of Andean upon the milestone being met. Under the amended agreement the deferred consideration was reduced to $750,000 and Andean paid the amount in cash on 4 October 2024, notwithstanding that the milestone had not been achieved at that time. Other than the matters detailed above, there were no other significant changes in the affairs of the Company during the year. ENVIRONMENTAL REGULATIONS There were no environmental incidents from 1 July 2023 until 21 February 2024 when the Chilean assets were sold to Andean Silver Limited. LIKELY DEVELOPMENTS Following the sale of the Chilean assets in February 2024, Equus continues to seek new business opportunities. Further information as to likely developments in the operations of the Group and the expected results of those operations in subsequent years have not been included in this report because disclosure of this information would be likely to result in unreasonable prejudice to the Group. INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS During or since the end of the financial year, the Company has not indemnified or made a relevant agreement to indemnify an officer or auditor of the Company against a liability incurred as such by an officer or auditor. The Group has not paid or agreed to pay, a premium in respect of a contract insuring against a liability incurred by an officer or auditor. Equus Mining Limited Directors’ Report For the Year Ended 30 June 2024 9 | P a g e EVENTS SUBSEQUENT TO BALANCE DATE On 1 October 2024, the Company amended the sale and purchase agreement executed with Andean Silver Limited (formerly Mitre Mining Corporation Limited) last year. Andean and Equus agreed to amend the deferred consideration amount to $750,000.00 and Andean paid the amount in cash on 4 October 2024 notwithstanding that the Milestone had not been achieved at that time. In December 2024 the Group received confirmation from its largest creditor that invoices outstanding at 30 June 2024 amounting to $220,000 would not require repayment. No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. REMUNERATION REPORT - Audited Principals of compensation - Audited Key management personnel have authority and responsibility for planning, directing and controlling the activities of the Group. Key management personnel comprise the directors of the Company. No other employees have been deemed to be key management personnel. The remuneration policy of Directors is to ensure the remuneration package properly reflects the persons' duties and responsibilities, and that remuneration is competitive in attracting, retaining and motivating people of the highest quality. The Board is responsible for reviewing its own performance. The evaluation process is designed to assess the Group's business performance, whether long-term strategic objectives are being achieved, and the achievement of individual performance objectives. The Constitution and ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be determined from time to time by a general meeting. The latest determination was at a shareholders meeting on 25 November 2021 when the shareholders approved an aggregate remuneration of $300,000 per year. Remuneration generally comprises of salary and superannuation. Long-term incentives are able to be provided through the Company's share option program, which acts to align the Director's and senior executive's actions with the interests of the shareholders. The remuneration disclosed below represents the cost to the Group for services provided under these arrangements. John Braham and Damien Koerber are paid through the Company's payroll. David Coupland is paid by way of an arrangement with a related party. There were no remuneration consultants used by the Company during the year ended 30 June 2024, or in the prior year. Consequences of performance on shareholders' wealth - Audited In considering the Group’s performance and benefits for shareholders' wealth, the Board has regard to the following indices in respect of the current financial year and the previous four financial years. 2024 $ 2023 $ 2022 $ 2021 $ 2020 $ Net loss attributable to equity holders of the parent 3,805,256 25,223,443 3,981,385 1,716,498 1,728,160 Dividends paid - - - - - Change in share price - (0.05) (0.12) - - Remuneration Structure - Audited In accordance with better practice corporate governance, the structure of Executive Director and Non-Executive Director remuneration is separate and distinct. Service contracts - Audited In accordance with better practice corporate governance, the company provided each key management personnel with a letter detailing the terms of appointment, including their remuneration. Key management personnel may at any time resign by written notice. Equus Mining Limited Directors’ Report For the Year Ended 30 June 2024 10 | P a g e REMUNERATION REPORT - Audited (Con’t) Details of the nature and amount of each major element of the remuneration of each Director of the Company and other key management personnel of the Company and Group are: Primary Salary / Fees Superannuation Other Short Term Benefit(2) Total Year $ $ $ $ Directors John Braham 2024 117,250 12,897 10,384 140,531 2023 325,000 34,125 22,799 381,924 Damien Koerber 2024 92,500 10,175 8,171 110,846 2023 250,000 26,250 17,538 293,788 Mark Lochtenberg 2024 - - - - 2023 75,000 7,875 - 82,875 Robert Yeates 2024 - - - - 2023 38,159 - - 38,159 David (Ted) Coupland (1) 2024 30,000 - 30,000 2023(1) 92,450 - - 92,450 Ryan K. Austerberry 2024 - - - - 2023 50,000 5,250 - 55,250 Total all directors 2024 239,750 23,072 18,555 281,377 2023 830,609 73,500 40,337 944,446 (1) Mr. Coupland earned $50,000 in Director's fees and $42,450 for technical services. (2) Other short term benefit relates to annual leave expensed during the year Executive Directors - Audited During the financial year ended 30 June 2024, John Braham and Damien Koerber were considered Non-Executive Directors. Their remuneration for the year ended 30 June 2024 comprised of fixed remuneration plus 11% statutory superannuation paid through the Company’s payroll. Equus Mining Limited Directors’ Report For the Year Ended 30 June 2024 11 | P a g e REMUNERATION REPORT - Audited (Con’t) Options granted as compensation - Audited Refer below for the Options granted to John Braham and Damien Koerber. The Company employed no other key management personnel. The options granted to key management personnel were not subject to any performance or service conditions and vested immediately. No options were granted during the current or prior year to key management personnel. Details of options granted as compensation to each key management personnel as at reporting date is as follows: Director Grant Date Number of Options Granted Fair value per option at grant date Fair Value at Grant Date Option Terms (Exercise Price and Term) John Braham 29 November 2019 (1) 333,333 $0.24 $80,000 $0.70 at any time to 13 November 2024 John Braham 25 November 2020 (2) 333,333 $0.16 $53,333 $0.50 at any time to 25 November 2024 John Braham 25 November 2020 (2) 333,333 $0.18 $60,000 $0.54 at any time to 25 November 2025 Damien Koerber 25 November 2020 (2) 83,333 $0.16 $13,333 $0.50 at any time to 25 November 2024 Damien Koerber 25 November 2020 (2) 83,333 $0.18 $15,000 $0.54 at any time to 25 November 2025  The fair value of the (1) 333,333 options on a post-consolidation basis at grant date was determined based on a Black- Scholes formula. The model inputs of the options issued, were the Company’s share price of $0.014 (share price post consolidation $0.28) at the grant date, a volatility factor of 149.46% based on historic share price performance, a risk free rate of 0.65% based on the 3 year government bond rate and no dividends paid.  The fair value of the (2) 833,332 options on a post-consolidated basis at grant date was determined based on a Black- Scholes formula. The model inputs of the options issued, were the Company’s share price of $0.011 (share price post consolidation $0.22) at the grant date, a volatility factor of 136.20% based on historic share price performance, a risk free rate of 0.30% based on the 5 year government bond and no dividends paid. During the year ended 30 June 2024 666,666 unlisted options on a post consolidated basis lapsed (2023: 333,333 on a post consolidated basis) and no options held by key management personnel were exercised during the 2024 or 2023 financial years. Modification of terms of equity-settled share-based payment transactions - Audited No terms of equity- settled share based payment transactions (including options granted as compensation to a key management person) have been altered or modified by the issuing entity during the 2024 and 2023 financial years. Exercise of options granted as compensation - Audited There were no shares issued to Directors on the exercise of options previously granted as compensation during the 2024 and 2023 financial years. Equus Mining Limited Directors’ Report For the Year Ended 30 June 2024 12 | P a g e REMUNERATION REPORT - Audited (Con’t) Analysis of options and rights over equity instruments granted as compensation - Audited All options refer to options over ordinary shares of Equus Mining Limited, which are exercisable on a one-for-one basis. The number of options that had vested as at 30 June 2024 is 1,166,665 (2023 – 1,958,331). No options were granted as remuneration during the year (2023: nil). No options were granted as compensation subsequent to year end. Analysis of movements in options granted as compensation - Audited Options and rights over equity instruments - Audited The movement during the reporting period in the number of options over ordinary shares in the Company held directly, indirectly or beneficially, by each key management person, including their personally related entities, is as follows: Option holdings 2024 - Audited Directors Held at 1 July 2023 Granted/ Purchased Exercised / Sold Expired Held at 30 June 2024 Vested and exercisable at 30 June 2024 John Braham 1,583,332 - - 583,333 999,999 999,999 Damien Koerber 249,999 - - 83,333 166,666 166,666 Loans to key management personnel and their related parties - Audited There were no loans made to key management personnel or their related parties during the 2024 and 2023 financial years. Options granted Director Number Date % vested at year end Balance at 1 July 2023 Expired during the year Balance at 30 June 2024 Financial year in which grant vests John Braham 500,000 14 October 2019 100% 250,000 250,000 - 30 June 2020 John Braham 999,999 29 November 2019 100% 333,333 - 333,333 30 June 2020 John Braham 999,999 25 November 2020 100% 999,999 333,333 666,666 30 June 2021 Damien Koerber 249,999 25 November 2020 100% 249,999 83,333 166,666 30 June 2021 Director Value of options granted in the year Value of options exercised in the year Value of options lapsed in the year John Braham - - (105,667) Damien Koerber - - (11,667) Equus Mining Limited Directors’ Report For the Year Ended 30 June 2024 13 | P a g e REMUNERATION REPORT – Audited (Con’t) The Amount of Directors fees and Remuneration Outstanding at each reporting date is outlined below. Outstanding director's fees and superannuation Director Year Fees $ Superannuation $ Mark Lochtenberg 2024 - - 2023 25,000 2,625 John Braham 2024 12,000 1,320 2023 54,167 5,688 Damien Koerber 2024 10,000 1,100 2023 41,667 4,375 Robert Yeates 2024 - - 2023 11,962 - David (Ted) Coupland 2024 15,000 - 2023 16,667 - Ryan Austerberry 2024 - - 2023 16,667 1,750 Other transactions with key management personnel - Audited There were no other transactions with key management personnel or their related parties during 2024. At 30 June 2024, the amount outstanding for salaries, superannuation and directors fees were $39,420 including GST (2023: $180,568). Movements in shares - Audited The movement during the reporting period in the number of ordinary shares in the Company held directly, indirectly or beneficially by each key management personnel, including their related parties, is as follows: Fully paid ordinary shareholdings and transactions - 2024 Key management personnel Held at 30 June 2023 Purchases Sales Other Held at 30 June 2024 Mark Lochtenberg(1) 14,987,431 12,500,000 - (27,487,431) - John Braham 1,138,953 - - - 1,138,953 Damien Koerber 2,173,370 - - - 2,173,370 David (Ted) Coupland 1,044,684 - - - 1,044,684 1 Mark Lochtenberg held 27,487,431 ordinary fully paid shares at the time he resigned as director Non-Executive Directors - Audited During the financial year ended 30 June 2024, the following Directors were considered Non-Executive Directors:  John Braham;  Damien Koerber  David (Ted) Coupland;  Ryan Austerberry. The salary component of Non-Executive Directors was made up of:  fixed remuneration;  statutory superannuation for Australian resident directors paid through the Company’s payroll; and  an entitlement to receive options, subject to shareholders’ approval. The services of non-executive directors who are not paid through the Company’s payroll system are provided by way of arrangements with related parties. End of the remuneration report. Equus Mining Limited Directors’ Report For the Year Ended 30 June 2024 14 | P a g e NON-AUDIT SERVICES During the year ended 30 June 2024 KPMG, the Group’s auditor, did not perform other services in addition to the audit and review of the financial statements. Details of the amounts paid to the auditor of the Group, KPMG, and its network firms for audit and non-audit services provided during the year are set out below. 2024 2023 $ $ Services other than audit and review of financial statements: Other services - - Audit and review of financial statements 140,664 141,875 140,664 141,875 AUDITOR’S INDEPENDENCE DECLARATION The lead auditor’s independence declaration is set out on page 15 and forms part of the Directors' Report for the financial year ended 30 June 2024. Signed at Sydney this 13th day of December 2024 in accordance with a resolution of the Board of Directors: John R. Braham Non-Executive Chairman 15 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. 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 Equus Mining Limited I declare that, to the best of my knowledge and belief, in relation to the audit of Equus Mining Limited for the financial year ended 30 June 2024 there have been: i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and ii. no contraventions of any applicable code of professional conduct in relation to the audit KPMG Adam Twemlow Partner Brisbane 13 December 2024 KPM_INI_01                    PAR_SIG_01  PAR_NAM_01  PAR_POS_01  PAR_DAT_01  PAR_CIT_01            Equus Mining Limited Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 30 June 2024 16 | P a g e Notes 2024 2023* $ $ CONTINUING OPERATIONS Expenses Employee, directors and consultants costs (68,586) (760,491) Administration expenses (139,612) (321,666) Other expenses 4 (377,426) (733,879) Result from operating activties (585,624) (1,816,036) Finance income 5 5,971 10,476 Finance costs 5 (1,212,367) (1,340,377) Loss before income tax (1,792,020) (3,145,937) Income tax benefit/(expense) 6 - - Loss from continuing operations (1,792,020) (3,145,937) DISCONTINUED OPERATIONS Loss from discontinued operation (net of tax) 29 (2,011,850) (22,092,744) Loss for the year (3,803,870) (25,238,681) Other comprehensive income for the year Items that may be classified subsequently to profit or loss: Exchange differences on translation of foreign operations 18 (2,142,770) 1,192,333 Transfer of foreign currency translation to loss on disposal of subsidiaries in profit or loss 29 3,308,934 - 1,166,164 1,192,333 Items that will not be classified subsequently to profit or loss Net change in fair value of equity instruments at fair value through other comprehensive income 5 - 9,148 Total other comprehensive gain/(loss) 1,166,164 1,201,481 Total comprehensive loss for the year (2,637,706) (24,037,200) Loss for the year attributable to: Equity holders of the Company (3,805,256) (25,223,443) Non-controlling interest 1,386 (15,238) (3,803,870) (25,238,681) Total comprehensive loss attributable to: Equity holders of the Company (2,639,092) (24,021,962) Non-controlling interest 1,386 (15,238) (2,637,706) (24,037,200) Earnings per share Basic and diluted loss per share (cents) 19 (1.52) (13.10) Earnings per share – continuing operations Basic and diluted loss per share (cents) (0.71) (1.63) *The comparative information has been re-presented due to a discontinued operation. Refer Note 29 The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. Equus Mining Limited Consolidated Statement of Financial Position As at 30 June 2024 17 | P a g e Notes 2024 2023 $ $ Current Assets Cash and cash equivalents 7 38,796 235,148 Receivables 8 9,796 1,009,615 Prepayments 9 - 39,333 Total Current Assets 48,592 1,284,096 Non-Current Assets Other receivables 8 - 9,190,240 Other financial assets 10 - 9,953 Property plant and equipment 11 - 270,314 Exploration and evaluation expenditure 12 - 13,738,462 Total Non-Current Assets - 23,208,969 Total Assets 48,592 24,493,065 Current Liabilities Payables 14 340,068 2,458,213 Lease liability 13 - 178,723 Borrowings 15 - 3,318,251 Provision for rehabilitation 16 - 4,593,411 Total Current Liabilities 340,068 10,548,598 Non-Current Liability Provision for rehabilitation 16 - 13,780,233 Total Non-Current Liabilities - 13,780,233 Total Liabilities 340,068 24,328,831 Net (Liabilities)/Assets (291,476) 164,234 Equity Share capital 17 144,280,786 142,930,786 Reserves 18 2,456,853 788,611 Accumulated losses (147,029,115) (143,541,160) Parent entity interest (291,476) 178,237 Non-controlling interest - (14,003) Total Equity (291,476) 164,234 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. Equus Mining Limited Consolidated Statement of Changes in Equity For the Year Ended 30 June 2024 18 | P a g e Note Share Capital Accumulated Losses Option Premium reserve Equity Based reserve Fair Value reserve Foreign Currency Translation Reserve Total Non- controlling Interest Total Equity $ $ $ $ $ $ $ $ $ Balance at 1 July 2022 140,177,143 (118,385,050) - 618,918 388,066 (2,358,497) 20,440,580 1,235 20,441,815 Profit/(Loss) for the year - (25,223,443) - - - - (25,223,443) (15,238) (25,238,681) Total other comprehensive income / (loss) - - - - 9,148 1,192,333 1,201,481 - 1,201,481 Total comprehensive profit/(loss) for the year - (25,223,443) - - 9,148 1,192,333 (24,021,962) (15,238) (24,037,200) Transactions with owners recorded directly in equity Ordinary shares issued 17 2,767,918 - - - - - 2,767,918 - 2,767,918 Transaction costs on issue of shares 17 (14,275) - - - - - (14,275) - (14,275) Issue of options - - 1,005,976 - - - 1,005,976 - 1,005,976 Transfer of expired options - 67,333 - (67,333) - - - - - Balance at 30 June 2023 142,930,786 (143,541,160) 1,005,976 551,585 397,214 (1,166,164) 178,237 (14,003) 164,234 Balance at 1 July 2023 142,930,786 (143,541,160) 1,005,976 551,585 397,214 (1,166,164) 178,237 (14,003) 164,234 Profit/(Loss) for the year - (3,805,256) - - - - (3,805,256) 1,386 (3,803,870) Total other comprehensive income / (loss) - - - - - 1,166,164 1,166,164 - 1,166,164 Total comprehensive profit/(loss) for the year - (3,805,256) - - - 1,166,164 (2,639,092) 1,386 (2,637,706) Transactions with owners recorded directly in equity Ordinary shares issued 17 1,350,000 - - - - - 1,350,000 - 1,350,000 Options issued - - 831,996 - - - 831,996 - 831,996 Transfer of expired options - 329,918 - (329,918) - - - - - Changes in Ownership interest in subsidiaries Acquisition of non-controlling interest - (12,617) - - - - (12,617) 12,617 - Balance at 30 June 2024 144,280,786 (147,029,115) 1,837,972 221,667 397,214 - (291,476) - (291,476) The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. Equus Mining Limited Consolidated Statement of Cash Flows For the Year Ended 30 June 2024 19 | P a g e Notes 2024 2023 $ $ Cash flows from operating activities Cash receipts in the course of operations 809,285 15,892,242 Cash payments in the course of operations (2,713,102) (20,461,911) Net cash used in operations (1,903,817) (4,569,669) Interest received 6,110 10,967 Interest paid (236,227) (240,119) Net cash used in operating activities 20 (2,133,934) (4,798,821) Cash flows from investing activities Payments for exploration and evaluation expenditure - (3,025,056) Payment for plant and equipment - (33,687) Disposal of discontinued operations, net of cash disposed 29 3,357,494 - Net cash provided by/(used in) investing activities 3,357,494 (3,058,743) Cash flows from financing activities Proceeds from share issues 800,000 2,445,500 Proceeds for shares yet to be issued - 500,000 Transaction costs on share issue - (14,275) Proceeds from operating advances/loan 874,069 - Proceeds from Borrowings - 3,223,969 Lease payments (93,981) (210,925) Repayment of borrowings (3,000,000) - Net cash (used in)/provided by financing activities (1,419,912) 5,944,269 Net (decrease) in cash held (196,352) (1,913,295) Cash and cash equivalents at 1 July 235,148 2,148,443 Cash and cash equivalents at 30 June 7 38,796 235,148 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 20 | P a g e 1. REPORTING ENTITY Equus Mining Limited (the 'Company') is a company domiciled in Australia. The address of the Company’s registered office is Level 2, 66 Hunter Street, Sydney, NSW, 2000. The consolidated financial statements of the Company as at and for the year ended 30 June 2024 comprises the Company and its subsidiaries (together referred to as the 'Group'). The Group is a for- profit entity and has primarily engaged in identifying and evaluating mineral resource opportunities until recently in Southern Chile, South America. 2. BASIS OF PREPARATION (a) Statement of compliance The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards ('AASBs') adopted by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards ('IFRS') and interpretations adopted by the International Accounting Standards Board ('IASB'). The consolidated financial statements were authorised for issue by the Directors on 13 December 2024. (b) Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except for certain financial assets which are measured at fair value. (c) Functional and presentation currency These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency. (d) Going concern The consolidated financial statements have been prepared on a going concern basis, which contemplates the realisation of assets and settlement of liabilities in the ordinary course of business. The Group recorded a loss attributable to equity holders of the Company of $3,805,256 for the year ended 30 June 2024 and has accumulated losses of $147,029,115 as at 30 June 2024. The Group used $2,133,934 of cash in operations ended 30 June 2024 and had cash on hand of $38,796 and net current liabilities of $291,476 as at 30 June 2024. Subsequent to the end of the financial year, on 1 October 2024 the Company executed an Amendment to the Cerro Bayo Share Sale Agreement with Andean Silver Limited (Andean, formerly Mitre Mining Corporation Limited). Under the terms of the Amendment, Andean and Equus agreed to amend the Deferred Consideration Amount from $1,000,000 to $750,000 to be received in cash on or before 15 October 2024 notwithstanding that the resource milestones may not have been achieved by that date. The Company received the cash consideration of $750,000 on 4 October 2024 and paid outstanding creditors at 30 June 2024 with the exception of $220,000 which was forgiven subsequent to year-end (refer note 14). As at 30 November 2024, the Group had cash balances of $577,973 and total creditors of $30,912 (excluding amount subsequently forgiven). The securities of the Company were suspended from the ASX on16 March 2023 and remain suspended at the date of signing of these financial statements. If the Company has not executed its plans for trading in its securities to resume to the ASX’s satisfaction by 16 March 2025 the Company will be removed from the ASX. In the event that the Company’s securities are removed from the ASX the ability for the Group to secure future financing and investment opportunities will be significantly adversely impacted. The Directors have prepared cash flow projections for the period to 31 December 2025 that support the ability of the Group to continue as a going concern. The ongoing viability of the Group is dependent upon the Directors securing future financing and investment opportunities for the Group in order to sustain its operations long-term. Accordingly, a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. The ability to secure such investment opportunities is critically dependent on obtaining the requisite funding to do so whilst significantly reducing operating expenditure in line with available funding. However, such financing is inherently uncertain until secured. In the event that this does not transpire, the Group may not be able to continue its operations as a going concern. As a result the Group may not be in a position to realise its assets and extinguish its liabilities in the ordinary course of operations at the amounts stated in the consolidated annual financial report. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 21 | P a g e 2. BASIS OF PREPARATION (Cont.) (e) Use of estimates and judgements The preparation of the consolidated financial statements in conformity with AASBs 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. 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 and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the consolidated financial statements are described in the following notes:  Going Concern (Note 2 (d). Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 22 | P a g e 3. MATERIAL ACCOUNTING POLICIES (a) Changes in accounting policies The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by entities in the Group. (b) Revenue Revenue from contracts with customers is recognised when control of the goods is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. The Company has generally concluded that it is the principal in its revenue contracts because it typically controls the goods or services before transferring them to the customer. Sales of certain commodities are provisionally priced such that the price is not settled until a predetermined future date based on the market price at that time. Revenue on these sales is initially recognised at the current market price. The receivables relating to provisionally priced sales are marked to market at each reporting date using the forward price for the period equivalent to that outlined in the contract. This mark to market adjustment is recognised in revenue but is not considered to be revenue from contracts with customers. (c) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. Borrowing costs which are directly attributable to the Group’s exploration and evaluation activities are capitalised in relation to qualifying assets (d) Finance income and finance costs Finance income comprises interest income on funds invested, dividend income. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income is recognised in profit or loss on the date that the Group’s right to receive payment is established, which in the case of quoted securities is the ex-dividend date. Finance costs comprise interest expense on borrowings. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. Foreign currency gains and losses are reported on a net basis. (e) Plant and equipment Plant and equipment are recorded at cost less accumulated depreciation, depletion and impairment charges. Where an item of plant and equipment comprises major components with different useful lives, the components are accounted for as separate items of plant and equipment. Expenditures incurred to replace a component of an item of plant and equipment that is accounted for separately, including major inspection and overhaul expenditures, are capitalised. Any remaining book value associated with the component being replaced is derecognised upon its replacement. Directly attributable costs incurred for major capital projects and site preparation are capitalised until the asset is brought to a working condition for its intended use. These costs include dismantling and site restoration costs to the extent these are recognized as a provision. (f) Depreciation Management reviews the estimated useful lives, residual values and depreciation methods of the Company’s property, plant and equipment at the end of each reporting period and when events and circumstances indicate that such a review should be made. Changes to estimated useful lives, residual values or depreciation methods resulting from such review are accounted for prospectively. Plant and equipment cost is depreciated, using the units of production method over their estimated useful lives. Assets under construction are not depreciated until their construction is substantially complete and they are available for their intended use. In the case of projects involving the development of mineral properties, this is when the property has achieved commercial production. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 23 | P a g e 3. MATERIAL ACCOUNTING POLICIES (Cont.) (g) Exploration and evaluation expenditure Exploration and evaluation expenditure, including the costs of acquiring licences, are capitalised as intangible exploration and evaluation assets on an area of interest basis, less any impairment losses. Costs incurred before the Group has obtained the legal rights to explore an area are recognised in profit or loss. Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either:  the expenditures are expected to be recouped through successful development and exploitation of the area of interest; or  activities in the area of interest have not at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation assets are assessed for impairment if sufficient data exists to determine technical feasibility and commercial viability and facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. The cash generating unit shall not be larger than the area of interest. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to developing mine properties. (h) Financial instruments Non-derivative financial assets Recognition and initial measurement The Group initially recognises trade receivables on the date that they are originated. All other financial assets are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously. Classification and subsequent measurement On initial recognition, a financial asset is classified as measured at:  Amortised cost;  Fair value through other comprehensive income – equity investment; or  Fair value through profit or loss. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortised cost if it meets both the following conditions and is not designated as fair value through profit or loss:  It is held within a business model whose objective is to hold assets to collect contractual cash flows; and  Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value through OCI. This election is made on an investment-by-investment basis. All financial assets not classified as measured at amortised cost or fair value through other comprehensive income as described above are measured at fair value through profit or loss. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at fair value through other comprehensive income as at fair value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. The Group has trade receivables with embedded derivatives for provisional pricing. These receivables are generally held to collect but do not meet the SPPI criteria and as a result must be held at FVTPL. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 24 | P a g e 3. MATERIAL ACCOUNTING POLICIES (Cont.) Non-derivative financial liabilities Financial liabilities are measured at amortised cost. The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. Other financial liabilities comprise loans and borrowings and trade and other payables. (i) Basis of consolidation Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Non-controlling interests NCI are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Loss of control When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. Transactions eliminated on consolidation Intra-group balances and any unrealised gains and losses or income and expenses arising from intragroup transactions are eliminated in preparing the consolidated financial statements. (j) Share Capital Ordinary Shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. (k) Trade and other receivables and payables Trade receivables and payables are carried at amortised cost. For receivables and payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value. All other receivables and payables are discounted to determine the fair value. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 25 | P a g e 3. MATERIAL ACCOUNTING POLICIES (Cont.) (l) Impairment Non-derivative financial assets The Group recognises loss allowances to an amount equal to lifetime expected credit losses (ECLs), except for the following, which are measured at 12-month ECLs: - Debt securities that are determined to have a low credit risk at the reporting date; and - Other debt securities and bank balances for which credit risk (i.e the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition. Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs. Measurement of ECLs ECLs are a probability weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls. ECL’s are discounted at the effective interest rate of the financial asset. Non-financial assets An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit (CGU) exceeds its recoverable amount. The recoverable amount of an asset or CGU is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Impairment losses are recognised in profit or loss. Reversals of impairment An impairment loss in respect of a financial asset carried at amortised cost is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. In respect of non-financial assets, an impairment loss is reversed if there has been a conclusive change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (m) Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 26 | P a g e 3. MATERIAL ACCOUNTING POLICIES (Cont.) (n) Income tax Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination or items recognised directly in equity or in other comprehensive income. Current tax Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:  temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;  temporary differences related to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; or  taxable temporary differences arising on the initial recognition of goodwill. The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (o) Foreign operations The assets and liabilities of foreign operations are translated to Australian dollars at foreign exchange rates ruling at the reporting date. The income and expenses of foreign operations are translated to Australian dollars at rates approximating the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised directly in the foreign currency translation reserve ('FCTR'), a separate component of equity. Foreign exchange gains and losses arising from a monetary item receivable or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognised directly in the FCTR. Any references to functional currency, unless otherwise stated, are to the functional currency of the Company, Australian dollars. When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss as part of the profit or loss on disposal. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and are presented within equity in the FCTR. (p) Foreign currency transactions Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at the reporting date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of investments in equity securities designated as FVOCI, a financial liability designated as a hedge of the net investment in a foreign operation or qualifying cash flow hedges, which are recognised in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 27 | P a g e 3. MATERIAL ACCOUNTING POLICIES (Cont.) (q) Segment reporting Determination and presentation of operating segments The Group determines and presents operating segments based on the information that is provided to the Group's chief operating decision maker. An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. All operating segments' operating results are regularly reviewed by the Group's Non-Executive Director to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Segment results that are reported to the chief operating decision maker include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Company's headquarters), head office expenses, and income tax assets and liabilities. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill. (r) Provisions Provisions are recorded when a present legal or constructive obligation exists as a result of past events, where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount of the obligation can be made. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation estimated at the end of each reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset. (s) Goods and services tax (GST) 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 Taxation Office. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST. Cash flows are presented in the Consolidated 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. (t) Employee benefits Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Share-based payment transactions The grant-date fair value of share-based payment awards granted is recognised as an employee and consultants expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non- market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 28 | P a g e 3. MATERIAL ACCOUNTING POLICIES (Cont.) (u) Determination of fair values A number of the Group's accounting policies and disclosures require the determination of fair value for both financial and non- financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability. Share-based payment transactions The fair value of the share options is measured using the Black-Scholes formula. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility), expected dividends, and the risk-free interest rate (based on government bonds). The grant-date fair value of share-based payment awards is recognised as an expense, with a corresponding increase in equity, over the period that the recipient unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true- up for differences between expected and actual outcomes. Service and non-market performance conditions are not taken into account in determining fair value. (v) Lease accounting The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group applies a single measurement recognition and approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group’s exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 29 | P a g e 4. LOSS FROM OPERATING ACTIVITIES Other expenses 2024 2023 $ $ Travel 22,594 118,564 ASIC and ASX fees 61,241 79,812 Accounting and secretarial fees 16,900 54,550 Audit and review services – KPMG* 112,391 141,875 Legal fees 85,709 75,123 Insurance 31,130 81,733 Share registry 37,508 24,489 Other 9,953 157,733 377,426 733,879 *In addition to the above, during the year the Group incurred expenditure for audit and review services performed by KPMG Chile of $28,274 which has been classified under ‘loss from discontinued operation (net of tax)’. 5. FINANCE INCOME AND FINANCE COSTS Recognised in profit and loss Interest income on cash deposits 5,971 10,476 Interest expense (236,227) (240,119) Share-based payments* (881,996) - Loss on disposal of financial liability (94,144) - Imputed interest on borrowings - (1,100,258) Net finance income/(costs) recognised in profit or loss (1,206,396) (1,329,901) *During the year ended 30 June 2024 the Group issued shares to the value of $50,000 and unlisted options with a fair value of $831,996 in relation to its debt facility with Tribeca. Refer to note 17. Recognised in other comprehensive income Net change in fair value of equity instruments at fair value - 9,148 Finance cost recognised in other comprehensive income, net of tax - 9,148 Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 30 | P a g e 2024 2023 $ $ 6. INCOME TAX EXPENSE Current tax - - Deferred tax - - - - Numerical reconciliation of income tax expense to prima facie tax payable: Loss before tax from continuing operations 1,792,020 3,145,937 Prima facie income tax benefit at the Australian tax rate of 25% (448,005) (786,484) (Increase)/decrease in income tax benefit due to: - non-deductible expenses 257,213 - - allowable deductions (61,662) (61,662) - tax loss not recognised 252,454 848,146 Income tax expense/(benefit) - - Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items: Capital losses 6,457,698 5,574,426 Tax losses – Australian entities 5,472,098 4,462,282 Tax losses – Chilean entities - 18,149,547 Net deductible temporary differences 79,163 128,030 Potential tax benefit not recognised 12,008,959 28,314,285 The deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits there-from. The Australian and Chilean tax losses do not expire under current tax legislation. 2024 2023 $ $ 7. CASH AND CASH EQUIVALENTS Cash at bank 38,796 235,148 38,796 235,148 8. RECEIVABLES Current Goods and service tax and value added tax 9,796 687,160 Other - 322,455 9,796 1,009,615 Non-current Reimbursement for rehabilitation costs - 9,186,822 Other - 3,418 - 9,190,240 For the year ended 30 June 2024, the receivable for rehabilitation cost was disposed as part of the sale of Cerro Bayo SpA. Refer to note 29. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 31 | P a g e 2024 2023 $ $ 9. PREPAID EXPENSES Prepaid expenses - 39,333 - 39,333 10. INVESTMENTS At 30 June 2024, the Group impaired 1,327,000 shares in Blox Inc., as Blox Inc, is no longer quoted in the US over the counter traded company (OTC Market). The Group recognises its financial assets at fair value and classifies its investments as follows: 2024 2023 Equity instruments at fair value through other comprehensive income $ $ Equity securities – Investment in Blox Inc. - 9,953 Equity instruments at fair value through other comprehensive income are equity instruments which the Group intends to hold for the foreseeable future. Any dividends received are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in the fair value reserve in OCI and are never reclassified to profit or loss. Movement of the carrying amount of investment. 2024 2023 Movement during the period $ $ Opening balance 9,953 777 Impairment (9,953) Net change in fair value - 9,176 Equity securities – at fair value through other comprehensive income - 9,953 Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 32 | P a g e 2024 2023 $ $ 11. PLANT AND EQUIPMENT Plant and office equipment – at cost 112,262 108,439 Additions - - Accumulated depreciation (62,368) (39,681) Disposal (51,195) - Foreign currency exchange 1,301 3,375 - 72,133 Computers – at cost 49,600 14,276 Additions - 34,821 Accumulated depreciation (25,255) (15,263) Disposal (24,960) - Foreign currency exchange 615 336 - 34,170 Motor Vehicles 441,058 327,672 Additions 160,980 101,834 Accumulated depreciation (457,570) (272,331) Disposal (147,565) - Foreign currency exchange 3,097 6,836 - 164,011 Total plant and equipment – net book value - 270,314 Reconciliations of the carrying amounts for each class of plant and equipment are set out below: Plant and office equipment Balance at 1 July 72,133 105,823 Additions - - Depreciation (22,239) (37,065) Disposal (51,195) Foreign currency exchange 1,301 3,375 Carrying amount at the end of the financial year - 72,133 Computers Balance at 1 July 34,170 13,483 Additions - 34,821 Depreciation (9,825) (14,470) Disposal (24,960) - Foreign currency exchange 615 336 Carrying amount at the end of the financial year - 34,170 Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 33 | P a g e 11. PLANT AND EQUIPMENT (Cont.) 12. EXPLORATION AND EVALUATION EXPENDITURE Los Domos gold-silver - - Cerro Diablo gold-silver - - Cerro Bayo - 13,738,462 Net Book Value - 13,738,462 Los Domos gold-silver Carrying amount at the beginning of the year - 4,374,815 Additions - 16,997 Impairment - (4,777,044) Foreign currency translation movement - 385,232 Balance carried forward - - Cerro Diablo gold-silver Carrying amount at the beginning of the year - 73,478 Additions - - Impairment - (80,084) Foreign currency translation movement - 6,606 Balance carried forward - - Cerro Bayo Carrying amount at the beginning of the year 13,738,462 18,643,303 Additions - 2,980,053 Impairment - (9,432,065) Disposal (11,593,568) - Foreign currency translation movement (2,144,894) 1,547,171 Balance carried forward - 13,738,462 Net book value - 13,738,462 During the year the Group diposed its subsidiary of Cerro Bayo SpA. 2024 2023 $ $ Motor Vehicles Balance at 1 July 164,011 245,754 Addition new lease 160,980 101,834 Depreciation (180,523) (190,413) Disposal (147,565) Foreign currency exchange 3,097 6,836 Carrying amount at the end of the financial year - 164,011 Total carrying amount at the end of the financial year - 270,314 Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 34 | P a g e 14. TRADE AND OTHER PAYABLES Current liabilities Trade creditors and accruals 333,582 2,410,387 Employee leave entitlements 6,486 47,826 340,068 2,458,213 Subsequent to year-end, the Group’s largest creditor confirmed to the Group that invoices outstanding at 30 June 2024 amounting to $220,000 would not require repayment. 15. BORROWINGS Loan facility 3,318,251 3,305,482 Fair value adjustment - 17,921 Interest 236,227 - Loan repayment (3,684,584) - Loss on disposal 94,144 Foreign currency translation movement 35,962 (5,152) - 3,318,251 The Company entered into a Corporate Debt facility for US$2.2 million provided by a Fund managed by Tribeca Investment Partners Pty Ltd, Tribeca Global Resources Credit Pty Ltd (‘Tribeca’), and certain nonassociated co-investors introduced by Tribeca. The interest rate is 10% payable quarterly in arrears. The loan is repayable in full in 24 months following the drawdown date of 13 October 2022. The loan was secured by firstranking general security. Tribeca received 22,863,081 options for providing the loan facility. The fair value of the options were recognised as part of the loan facility and amortised in profit and loss as finance costs using the effective interest rate over the term of the loan. The Company was required to raise $2 million in additional share capital by 15 June 2023 to comply with the terms of the Corporate Debt Facility (as amended for waivers granted by the Lender). As a result of not obtaining the share capital, the contractual amount payable (the face value of the debt) of US$2.2 million (A$3.3 million) became repayable on demand. The difference between the carrying amount of the loan and the face value (being the unamortised interest that was to be recognised using the effective interest rate) was recognised in profit and loss in prior year. On 3 October 2023, the Company entered into a Deed of Forbearance with the lenders of its borrowing facility, Tribeca and its affiliated entities (“Tribeca”), as a result of breaching the terms of its loan facility agreement, having failed to pay accrued interest on 30 September 2023. On 21 February 2024, and as part of the sale of the Group’s Chilean assets and undertakings, consideration amounting to $3,000,000 cash and $500,000 shares in Mitre Mining Corporation Limited (now trading as Andean Silver Limited) was transferred to Tribeca Investment Partners Pty Ltd, Tribeca Global Resources Credit Pty Ltd (‘Tribeca’), and certain non- associated co-investors introduced by Tribeca. The cash and share consideration transferred was agreed to constitute full and final consideration of all debts payable under the facility. 16. PROVISION FOR REHABILITATION With the sale of the Chilean assets which included Compañía Minera Cerro Bayo SpA to Andean Silver Limited (formerly Mitre Mining Corporation Limited) the rehabilitation liability was disposed. 2024 2023 $ $ 13. LEASE LIABILITY Current - 178,723 - 178,723 Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 35 | P a g e 2024 2023 Nº $ Nº $ 17. ISSUED CAPITAL (a) Fully paid ordinary shares Balance at beginning of financial year 216,637,925 142,930,786 174,076,954 140,177,143 Issued ordinary shares 2 September 2022 for $0.10 - - 12,755,000 1,275,500 Issued ordinary shares 1 December 2022 – non cash 1 - - 4,605,971 322,418 Issued ordinary shares 13 December 2022 for $0.10 - - 2,700,000 270,000 Issued ordinary shares 6 April 2023 for $0.04 - - 5,000,000 200,000 Issued ordinary shares 5 May 2023 for $0.04 - - 17,500,000 700,000 Issued ordinary shares 14 July 2023 for $0.04 32,500,000 1,300,000 - - Issued ordinary shares 13 October 2023 for $0.04 2 3,937,008 50,000 - - Less cost of issue - - - (14,275) 253,074,933 144,280,786 216,637,925 142,930,786 1 Shares issued on 1 December 2022 related to the issued of shares as consideration for drilling services provided in connection with the Cerro Bayo project in southern Chile. 2 On 13 October 2023 the Company issued 3,937,008 shares to its lenders Tribeca as a one-off consent fee for the Deed of Forbearance as a result of breaching the terms of its loan facility agreement, having failed to pay accrued interest on 30 September 2023. Fully paid ordinary shares carry one vote per share and carry the right to dividends. Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at the shareholders meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and are fully entitled to any proceeds of liquidation. (b) Share Options During the year ended 30 June 2024, the company granted the following options:  The Company on 14 July 2023, the Company issued 25,000,000 unlisted options as part of consideration to Tribeca for agreeing to defer the financial covenant requirements associated with the loan facility. The amended deed was executed on 31 March 2023. The options have an exercise price of $0.05, vest immediately and expire on 28 June 2026. The fair value of the options was $831,996. The Black-Scholes formula model inputs were the Company's share price of $0.05 at the grant date, a volatility factor of 102.36% based on historical share price performance and a risk-free interest rate of 3.20% based on the 3-year government bond rate. During the year ended 30 June 2023, the company granted the following options:  The Company on 11 October 2022, pursuant to a loan facility agreement provided by a Fund managed by Tribeca Investment Partners Pty Ltd, Tribeca Global Resources Credit Pty Ltd (‘Tribeca’) granted 22,863,081 unlisted options to the lenders. The options have an exercise price of $0.15, vest immediately and expire on 14 October 2025. The fair value of the options was $1,005,976. The Black-Scholes formula model inputs were the Company's share price of $0.088 at the grant date, a volatility factor of 94.3% based on historical share price performance and a risk-free interest rate of 3.01% based on the 3-year government bond rate. The fair value of options granted is measured at grant date and the expense is recognised on vesting date. The fair value of the options granted is measured using an option valuation methodology, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of options that vested during the period. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 36 | P a g e 17. ISSUED CAPITAL (Cont.) (b) Share Options (Cont.)  During the year ended 30 June 2024 and 30 June 2023 the Company has not granted options to Directors of the Company. On 25 November 2020, 999,999 (pre-consolidation 20,000,000) unlisted options were granted to the Managing Director (‘MD’) and 249,999 (pre-consolidation 5,000,000) unlisted options were granted to the Chief Operating Officer (‘COO’) as follows: Number of options Exercise price Vesting Expiry Date Fair Value per Option at Grant Date Fair Value Tranche 1 416,666 $0.44 Immediately 25 November 2023 $0.14 $58,333 Tranche 2 416,666 $0.50 Immediately 25 November 2024 $0.16 $66,667 Tranche 3 416,666 $0.54 Immediately 25 November 2025 $0.18 $75,000 The fair value of the options granted on 25 November 2020 to the MD and the COO was $200,000. The Black-Scholes formula model inputs were the Company's share price of $0.22 post-consolidation at the grant date, a volatility factor of 136.2% based on historical share price performance and a risk-free interest rate of 0.11% based on the 3-year government bond rate. Tranche 1 expired unexercised on 25 November 2023 at it had a fair value of $58,333. The options issued to the MD and COO are not subject to vesting conditions, the total grant date fair value of $141,667 (30 June 2023: $200,000) and were recognised as an expense in the income statement for the year ended 30 June 2021 The following unlisted options were on issue as at 30 June 2024: Opening Balance 1 July 2023 Exercise Price Granted during the year Expired during the year Exercised during the year Closing Balance 30 June 2024 Number $ Number Number Number Number 250,000 1.40 - 250,000 - - 333,333 0.70 - - - 333,333 416,666 0.44 - 416,666 - - 416,666 0.50 - - - 416,666 416,666 0.54 - - - 416,666 125,000 0.44 - 125,000 - - 20,094,427 0.30 - 20,094,427 - - 22,863,081 0.15 - - - 22,863,081 - 0.05 25,000,000 - - 25,000,000 The following unlisted options were on issue as at 30 June 2023: Opening Balance 1 July 2022 Exercise Price Granted during the year Expired during the year Exercised during the year Closing Balance 30 June 2023 Number $ Number Number Number Number 250,000 1.40 - - - 250,000 333,333 0.60 - 333,333 - - 333,333 0.70 - - - 333,333 416,666 0.44 - - - 416,666 416,666 0.50 - - - 416,666 416,666 0.54 - - - 416,666 125,000 0.44 - - - 125,000 20,094,427 0.30 - - - 20,094,427 - 0.15 22,863,081 - - 22,863,081 Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 37 | P a g e Movements during the period: (a) Fair value reserve Balance at beginning of period 397,214 388,066 Net change in fair value - 9,148 Balance at end of period 397,214 397,214 (b) Foreign currency translation reserves Balance at beginning of period (1,166,164) (2,358,497) Currency translation differences (2,142,770) 1,192,333 Transfer of foreign currency translation reserve to loss on sale of discontinued operation 3,308,934 - Balance at end of period - (1,166,164) (c) Equity based compensation reserve Balance at beginning of period 551,585 618,918 Share based payment – vested share options - - Options expired during the period (329,918) (67,333) Balance at end of period 221,667 551,585 2024 2023 $ $ (d) Option premium reserve Balance at beginning of period 1,005,976 - Issue of options 831,996 1,005,976 Balance at end of period 1,837,972 1,005,976 Nature and purpose of reserves Fair value reserve: The fair value reserve comprises the cumulative net change in the fair value of equity securities designated at fair value through other comprehensive income. Foreign currency translation reserve: The foreign currency translation reserve records the foreign currency differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the reporting entity. Equity based compensation reserve: The equity based compensation reserve is used to record the options issued to directors and executives of the Company as compensation. Option premium reserve: The option premium reserve is used to recognise the grant date fair value and to accumulate proceeds received from the issue of options. 2024 2023 $ $ 18. RESERVES Fair value reserve (a) 397,214 397,214 Foreign currency translation reserves (b) - (1,166,164) Equity based compensation reserve (c) 221,667 551,585 Option premium reserve (d) 1,837,972 1,005,976 2,456,853 788,611 Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 38 | P a g e 19. LOSS PER SHARE 2024 2023 Continuing operations Discontinued operations Total Continuing operations Discontinued operations Total $ $ $ $ $ $ Basic and diluted loss per share has been calculated using: Net loss for the year attributable to equity holders of the parent (1,792,020) (2,013,236) (3,805,256) (3,145,937) (22,077,506) (25,223,443) 2024 2023 Weighted average number of ordinary shares (basic and diluted) Issued ordinary shares at beginning of year 216,637,925 174,076,954 Effect of shares issued (Note 17) 34,064,369 18,502,508 Weighted average ordinary shares at the end of the year 250,702,294 192,579,462 As the Group is loss making, none of the potentially dilutive securities are currently dilutive in the calculation of total earnings per share. 2024 2023 $ $ 20. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES Cash flows from operating activities Loss for the year (3,803,870) (25,238,681) Non-cash items Loss on sale of discontinued operation, net of tax 1,612,720 - Imputed interest on borrowings - 1,100,258 Depreciation 212,587 241,948 Foreign currency exchange loss 489,162 1,367,198 Impairment of investment in shares 9,953 - Impairment of consumables - 394,859 Share based payments 881,996 - Loss on disposal of financial liability 94,144 - Impairment of E&E - 14,289,193 Changes in assets and liabilities Decrease in receivables 973,245 1,273,791 Decrease in inventories - 2,012,927 (Increase) in other assets (308,811) (1,474,433) (Decrease) in payables (1,437,871) (2,200,832) (Increase)/decrease in provisions (857,189) 3,434,951 Net cash used in operating activities (2,133,934) (4,798,821) Reconciliation of cash For the purposes of the statement of cash flows, cash includes cash on hand and at bank and cash on deposit net of bank overdrafts and excluding security deposits. Cash at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows: Cash and cash equivalents 38,796 235,148 Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 39 | P a g e 21. SHARE BASED PAYMENT No options were granted during the year ended 30 June 2024 and 2023 to Directors of the Company to acquire options over unissued ordinary shares in the Company. The terms and conditions of the options held by key management personnel during the year ended 30 June 2024 are as follows: Grant date Expiry date Vesting date Exercise price Fair value of options granted Total granted Number Total Exercised Number Total Expired Number Balance at end of the period 14 October 2019 13 November 2023 14 October 2019 $1.40 $59,000 250,000 - 250,000 - 29 November 2019 13 November 2024 29 November 2019 $0.70 $80,000 333,333 - 333,333 25 November 2020 25 November 2023 25 November 2020 $0.44 $58,334 416,666 - 416,666 - 25 November 2020 25 November 2024 25 November 2020 $0.50 $66,666 416,666 - 416,666 25 November 2020 25 November 2025 25 November 2020 $0.54 $75,000 416,666 - 416,666 Weighted average of options in the equity based compensation reserve during the year Number of options 2023 Weighted average exercise price 2023 Number of options 2024 Weighted average exercise price 2024 Outstanding 1,833,331 $0.632 1,166,665 $0.536 The equity based compensation reserve is used to record the options issued to directors and executives of the Company as compensation. Options are valued using the Black-Scholes option pricing model. The weighted average remaining contractual life of share options outstanding at the end of the year in the equity based compensation reserve was 0.75 years (2023 – 1.26). During the year, no ordinary shares were issued as a result of the exercise of options granted to Directors (2023 – nil). 22. RELATED PARTIES Parent and ultimate controlling party Equus Mining Limited is both the parent and ultimate controlling party of the Group. Key management personnel and director transactions During the year ended 30 June 2024 and 2023, no key management persons, or their related parties, held positions in other entities that provide material professional services resulting in them having control or joint control over the financial or operating policies of those entities. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 40 | P a g e 23. KEY MANAGEMENT PERSONNEL DISCLOSURES Information regarding individual key management personnel’s compensation and some equity instruments disclosures as permitted by the Corporations Act and Corporations Regulations 2M.3.03 are provided in the Remuneration Report section of the Director’s Report. 2024 2023 $ $ Key management personnel compensation Primary fees/salary 239,750 830,609 Superannuation 23,072 73,500 Short term benefits 18,555 40,337 281,377 944,446 At 30 June 2024, $39,420 in fees and superannuation were outstanding (2023 fees – $180,568). There were no loans made to key management personnel or their related parties during the 2024 and 2023 financial years. During the year ended 30 June 2024 the Directors’ of the Group waived primary fees/salary and superannuation amounting to $168,604 which had been outstanding as at 30 June 2023. The recovery of these amounts has been reflected in ‘Employee, directors and consultants costs’ in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. The Board reviews remuneration arrangements annually based on services provided. Apart from the details disclosed in this note, there were no material contracts involving Directors' interests existing at year-end. 24. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS DISCLOSURE The Group's financial instruments comprise deposits with banks, receivables, trade and other payables and from time to time short term loans from related parties. The main risks arising from the Group's financial instruments are market risk, credit risk and liquidity risks. This note presents information about the Group's exposure to each of these risks, its objectives, policies and processes for measuring and managing risk, and the Group's management of capital. Risk management framework The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. These policies are reviewed regularly to reflect changes in market conditions and the Group’s activities. The primary responsibility to monitor the financial risks lies with the Managing Director and the Company Secretary under the authority of the Board. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The Group monitors rolling forecasts of liquidity based on expected fund raisings, trade payables, and other obligations for the ongoing operation of the Group. At balance date, the Group has available funds of $38,796 for its immediate use. The following are the contractual maturities of financial liabilities: Financial liabilities Carrying amount Contractual cash flows Less than 6 months 6 to 12 months 1 to 5 years More than 5 years $ $ $ $ $ $ 30 June 2024 Trade and other payables 340,068 (340,068) (340,068) - - - Borrowings - - - - - - 30 June 2023 Trade and other payables 2,636,936 (2,636,936) (2,636,936) - - - Borrowings 3,318,251 (3,318,251) (3,318,251) - - - It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 41 | P a g e 24. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS DISCLOSURE (Cont.) 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. The carrying amount of the Group's financial assets represents the maximum credit risk exposure as follows: 2024 2023 $ $ Cash and cash equivalents 38,796 235,148 Receivables 9,796 1,009,615 Other receivables - 9,190,240 48,592 10,435,003 Cash and cash equivalents At 30 June 2024, the Group held cash and cash equivalents of $38,796 (2023: $235,148), which represents its maximum credit exposure on these assets. The cash and cash equivalents are held with reputable banks and financial institution counterparties, which are rated AA- to AAA+, based on rating agency ‘Moody’s rating’. Market risk Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. For the year ended 30 June 2024, the Group is not exposed to Market Risk because it has disposed its Cerro Bayo project. Interest Rate Risk The Group's exposure to market interest rate relates to cash assets At balance date, the Group interest rate risk profile in interest bearing financial instruments was: 2024 2023 $ $ Cash and cash equivalents 38,796 235,148 There are no fixed rate instruments (2023 - $nil) and the Group does not have interest rate swap contracts. Sensitivity analysis A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) profit for the period by current and prior reporting date would have increased/(decreased) equity and loss for the period by an immaterial amount. Currency risk For the year ended 30 June 2024, the Group is not exposed to currency risk on bank accounts and a loan payable denominated in USD 2024 2023 USD USD Cash at Bank - - Borrowing - (2,200,000) Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 42 | P a g e 24. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS DISCLOSURE (Cont.) Price risk The Group is exposed to equity securities price risk. This arises from investments held by the Group and classified in the balance sheet as other financial assets. The Group’s investments are publicly traded on the Over-The-Counter-Market (‘OTC market’) in the USA. During the financial year, the investment was impaired. Sensitivity analysis A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) profit for the period by current and prior reporting date would have increased/(decreased) equity and loss for the period by an immaterial amount. Capital management Management aim to control the capital of the Group in order to maintain an appropriate debt to equity ratio, provide the shareholders with adequate returns and ensure that the Group can fund its operations and continue as a going concern. The Group's capital includes ordinary share capital supported by financial assets. There are no externally imposed capital requirements on the Group. Management effectively manages the Group's capital by assessing the Group's financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of cash levels, distributions to shareholders and share issues. There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year. Financial instruments carried at fair value The carrying amounts of financial assets and financial liabilities included in the balance sheet approximate fair values. The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:  Level 1 - fair value measurements are those instruments valued based on quoted prices (unadjusted) in active markets for identical assets or liabilities.  Level 2 - fair value measurements are those instruments valued based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).  Level 3 - fair value measurements are those instruments valued based on inputs for the asset or liability that are not based on observable market data (unobservable inputs). Level 1 Level 2 Level 3 Total $ $ $ $ Equity instruments at fair value through other comprehensive* income 30 June 2024 - - - - 30 June 2023 - 9,953 - 9,953 *The financial assets held at fair value through other comprehensive income were for investments held in quoted equity securities in prior year. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 43 | P a g e 25. CONTROLLED ENTITIES Parent entity Equus Mining Limited is an Australian incorporated company listed on the Australian Securities Exchange. Wholly owned controlled entities Country of incorporation Ownership Interest 2024 2023 % % Hotrock Enterprises Pty Ltd Australia 100 100 Equus Resources Pty Ltd Australia - 100 Dataloop Pty Ltd Australia 100 100 Okore Mining Pty Ltd Australia 100 100 Subsidiary of Hotrock Enterprises Pty Ltd Derrick Pty Ltd Australia 100 100 Andean Coal Pty Ltd Australia 100 100 Subsidiary of Andean Coal Pty Ltd Minera Carbones Del Sur SpA Chile 100 100 Subsidiary of Equus Resources Pty Ltd Equus Resources Chile SpA Chile - 100 Minera Equus Chile SpA Chile - 100 Compañía Minera Cerro Bayo SpA Chile - 100 Subsidiary of Dataloop Pty Ltd Southern Gold SpA Chile 100 100 Subsidiary of Southern Gold SpA Equus Patagonia SpA Chile 100 75 26. SUBSEQUENT EVENTS On 1 October 2024 the Company executed an Amendment to the Cerro Bayo Share Sale Agreement with Andean Silver Limited (Andean, formerly Mitre Mining Corporation Limited). Under the terms of the Amendment, Andean and Equus agreed to amend the Deferred Consideration Amount from $1,000,000 to $750,000 to be received in cash on or before 15 October 2024 notwithstanding that the resource milestones may not have been achieved by that date. The Company received the cash consideration of $750,000 on 4 October 2024 . In December 2024 the Group received confirmation from its largest creditor that invoices outstanding at 30 June 2024 amounting to $220,000 would not require repayment. No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. 27. OPERATING SEGMENTS The Group’s chief operating decision maker has considered the requirements of AASB 8, Operating Segments, and has concluded that during the year ended 30 June 2024, the Group was actively reviewing investment opportunities following the disposal of the Group’s processing and mineral exploration segments in February 2024 which has been classified as a discontinued operation in these consolidated financial statements. The related results, assets and liabilities of the discontinued operation are shown separately in note 29. Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 44 | P a g e 28. PARENT ENTITY DISCLOSURES As at, and throughout the financial year ended 30 June 2024 the parent entity of the Group was Equus Mining Limited. Company 2024 2023 $ $ Result of the parent entity Net (loss) (1,494,046) (24,248,791) Other comprehensive income - - Total comprehensive profit/(loss) (1,494,046) (24,248,791) Financial position of the parent entity at year end Current assets 48,410 18,648 Non-current assets - 4,031,888 Total assets 48,410 4,050,536 Current liabilities 356,689 966,288 Non-current liabilities - 2,920,015 Total liabilities 356,689 3,886,303 Net (liabilities) / assets (308,279) 164,233 Equity Share capital 144,280,786 142,930,786 Accumulated losses (147,045,918) (145,049,794) Reserve 2,456,853 1,954,775 Total (negative equity) / equity (308,279) 164,233 The Directors are of the opinion that no commitments or contingent liabilities existed at or subsequent to year end. 29. DISCONTINUED OPERATION On 30 November 2023, Equus executed binding documentation with Andean Silver Limited (‘Andean’) (formerly Mitre Mining Corporation Limited) under which Andean would acquire all the Chilean assets and undertakings of Equus Mining Limited (‘Equus’). Shareholder approval was received for the sale on 29 January and 30 January 2024 respectively for Andean and Equus. On 21 February 2024, the transaction was completed, and under the terms of the agreement, Andean acquired 100% of the Group’s Australian subsidiary Equus Resources Pty Ltd which holds through subsidiaries in Chile 100% of the share capital of the Cerro Bayo project and the Cerro Diablo exploration project. Additionally, Andean acquired all the assets and undertakings of Equus’ subsidiaries, Southern Gold SpA and Equus Patagonia SpA, which together own all the assets comprising the Los Domos exploration project. Total consideration for the sale was A$5.0 million comprised of: • A$3.5 million cash; • A$0.5 million of Andean shares; and • A$1.0 million deferred consideration in cash or shares (at Andean’s discretion) subject to minimum resource and grade milestones at Cerro Bayo within 5 years. The $1.0 million deferred consideration was not assessed as probable at the year-end and as such was not recognised. Subsequent to year-end the Company amended the sale and purchase agreement which resulted in a reduction in the deferred consideration component to $750,000 (refer to note 26). Equus Mining Limited Notes to the Consolidated Financial Statements For the Year Ended 30 June 2024 45 | P a g e 29. DISCONTINUED OPERATION (Cont.) As part of the sale documentation, a deed was entered into between the parties and the Group’s lenders whereby of the above total consideration, $3.0 million cash and $0.5 million of Andean shares was agreed transferred to the Group’s lenders as full and final consideration of all debts payable under the facility (refer to note 15). The geographical segment of Chile is presented as a discontinued operation following the commitment of the Group's management to a plan to sell all the exploration assets in Chile and the Cerro Bayo mine. The ownership interests in Equus Resources Pty Ltd which owns the interest of Cerro Bayo mine together with the exploration project of Los Domos were disposed of on 21 February 2024. 2024 2023 $ $ A. Results of discontinued operation Revenue - 11,586,762 Other income 517,329 681,056 Impairment of exploration and evaluation assets - (14,289,194) Expenses (916,459) (20,071,368) Results from operating activities (399,130) (22,092,744) Income tax expense - - Results from operating activities, net of tax (399,130) (22,092,744) Loss on sale of discontinued operation (1,612,720) - Income tax on loss on sale of discontinued operation - - Loss from discontinued operation, net of tax (2,011,850) (22,092,744) Basic and diluted loss per share (cents) (0.80) (11.47) B. Cash flow from (used in) discontinued operation Net cash used in operating activities (953,141) (2,988,714) Net cash used in investing activities - (3,058,743) Net cash from financing activities 874,069 (210,925) (79,072) (6,258,382) C. Effect of disposal on the financial position of the Group Cash and cash equivalents (142,506) Trade and other receivables (9,564,959) Property plant and equipment (223,720) Exploration and evaluation expenditure (11,593,568) Trade and other payables 680,274 Borrowings 874,069 Lease liability 150,169 Provision for rehabilitation 17,516,455 Net assets disposed (2,303,786) Consideration received, satisfied in cash 3,500,000 Cash and cash equivalents disposed of (142,506) Net cash inflow 3,357,494 D. Reconciliation of loss on sale of discontinued operation Consideration received, satisfied in cash and shares 4,000,000 Net assets disposed on loss of control (2,303,786) Transfer of foreign currency translation reserve to profit or loss (3,308,934) Loss on sale of discontinued operation (1,612,720) Equus Mining Limited Consolidated Entity Disclosure Statement For the Year Ended 30 June 2024 46 | P a g e Determination of Tax Residency Section 295 (3A) of the Corporations Act 2001 requires that the tax residency of each entity which is included in the Consolidated Entity Disclosure Statement (CEDS) be disclosed. In the context of an entity which was an “Australian resident” has the meaning provided in the Income Tax Assessment Act 1997. The determination of tax residency involves judgment as the determination of tax residency is highly fact dependent and there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency. In determining tax residency – The consolidated entity has applied the following interpretations:  Australian tax residency – The consolidated entity has applied current legislation and judicial precedent, including having regard to the Commissioner of Taxation’s public guidance in Tax Ruling TR 2018/5.  Foreign tax residency – The consolidated entity has applied current legislation and where available judicial precedent in the determination of foreign tax residency. Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its determination of tax residency to ensure applicable foreign tax legislation has been complied with. Entity Name Body corporate, partnership or trust Place of incorporation % of share capital held directly or indirectly by the Company in the body corporate Australian or Foreign tax resident Jurisdiction for Foreign tax resident Equus Mining Limited Body Corporate Australia N/A Australia N/A Hotrock Enterprises Pty Ltd Body Corporate Australia N/A Australia N/A Dataloop Pty Ltd Body Corporate Australia 100% Australia N/A Okore Mining Pty Ltd Body Corporate Australia 100% Australia N/A Derrick Pty Ltd Body Corporate Australia 100% Australia N/A Andean Coal Pty Ltd Body Corporate Australia 100% Australia N/A Minera Carbones Del Sur SpA Body Corporate Chile 100% Foreign Chile Southern Gold SpA Body Corporate Chile 100% Foreign Chile Equus Patagonia SpA Body Corporate Chile 100% Foreign Chile Equus Mining Limited Directors’ Declaration 47 | P a g e The Directors of the Company decleare that: 1. In the opinion of the Directors of Equus Mining Limited (the ‘Company’): (a) the consolidated financial statements and notes there to, set out on pages 16 to 45, and the Remuneration Report as set out on pages 9 to 13 of the Directors’ Report are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its performance, for the financial year ended on that date; (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) the consolidated entity disclosure statement at 30 June 2024 set out on page 46 is true and correct; and (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. The Directors have been given the declarations required under section 295A of the Corporations Act 2001 for the financial year ended 30 June 2024. 3. The Director’s draw attention to Note 2(a) to the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards. Signed at Sydney this 13th day of December 2024 in accordance with a resolution of the Board of Directors: John R. Braham Director 48 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Report To the shareholders of Equus Mining Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of Equus Mining Limited (the Company). In our opinion, the accompanying Financial Report of the Company gives a true and fair view, including of the Group’s financial position as at 30 June 2024 and of its financial performance for the year then ended, in accordance with the Corporations Act 2001, in compliance with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises: • Consolidated statement of financial position as at 30 June 2024 • Consolidated statement of profit or loss and other comprehensive income, Consolidated statement of changes in equity, and Consolidated statement of cash flows for the year then ended • Consolidated entity disclosure statement and accompanying basis of preparation as at 30 June 2024 • Notes, including material accounting policies • Directors’ Declaration. The Group consists of the Company and the entities it controlled at the year end or from time to time during the financial year. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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 Corporations Act 2001 and the ethical requirements of the Accounting Professional and 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 fulfilled our other ethical responsibilities in accordance with these requirements. 49 Material uncertainty related to going concern We draw attention to Note 2(d), “Going Concern” in the financial report. The conditions disclosed in Note 2(d), indicate a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern and, therefore, whether it will realise its assets and discharge its liabilities in the normal course of business, and at the amounts stated in the financial report. Our opinion is not modified in respect of this matter. In concluding there is a material uncertainty related to going concern, we evaluated the extent of uncertainty regarding events or conditions casting significant doubt in the Group’s assessment of going concern. This included: • Analysing the cash flow projections by: - Evaluating the underlying data used to generate the projections for consistency with other information tested by us, our understanding of the Group’s intentions, and past results and practices; and - Assessing the planned levels of operating cash inflows and outflows for feasibility, timing, consistency of relationships and trends to the Group’s historical results, results since year end, and our understanding of the Group. In particular, we assessed the impact of the cash inflows received subsequent to year-end as a result of the amendment to the Cerro Bayo Sale Agreement. • Evaluating the Group’s going concern disclosures in the financial report by comparing them to our understanding of the matter, the events or conditions incorporated into the cash flow projections assessment, the Group’s plans to address those events or conditions, and accounting standard requirements. We specifically focused on the principal matters giving rise to the material uncertainty. 50 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. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matter described below to be the Key Audit Matter. Loss from discontinued operation ($2,011,850) Refer to Note 29 of the Financial Report The key audit matter How the matter was addressed in our audit The loss arising from the sale of the Group’s Chilean assets and undertakings comprising the Cerro Bayo, Los Domos and Cerro Diablo Projects (the discontinued operation) is a key audit matter due to: • The significance of the loss from discontinued operation to the Group’s results; and • The significant audit effort required to assess the disposal accounting, presentation and disclosure requirements in accordance with accounting standards. Our procedures included: • Reading the sale agreements and deed of debt repayment (‘the agreements’) to understand the key terms and conditions and the obligations of each entity which is party to the agreements; • Evaluating whether the components disposed of as part of the sale transaction were appropriately identified in accordance with the requirements of AASB 5; • Evaluating whether the purchase consideration received by the Group and applied to extinguish the Group’s borrowing facility was accounted for and disclosed in accordance with the terms of the agreements; • Testing the integrity and accuracy of the reported loss from discontinued operation through recalculation; and • Assessing the accuracy and presentation of the discontinued operation in the financial statements and note disclosures in accordance with accounting standards. 51 Other Information Other Information is financial and non-financial information in Equus Mining Limited’s annual report which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we 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. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report Responsibilities of the Directors for the Financial Report The Directors are responsible for: • preparing the Financial Report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Group, and in compliance with Australian Accounting Standards and the Corporations Regulations 2001 • implementing necessary internal control to enable the preparation of a Financial Report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Group, and that is free from material misstatement, whether due to fraud or error • assessing the Group and Company’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so. 52 Auditor’s responsibilities for the audit of the Financial Report Our objective is: • 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 Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They 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 the 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. Report on the Remuneration Report Opinion In our opinion, the Remuneration Report of Equus Mining Limited for the year ended 30 June 2024, complies with Section 300A of the Corporations Act 2001. Directors’ 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 responsibilities We have audited the Remuneration Report included in pages 9 to 13 of the Directors’ report for the year ended 30 June 2024. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. KPMG Adam Twemlow Partner Brisbane 13 December 2024 EQUUS MINING LIMITED ADDITIONAL STOCK EXCHANGE INFORMATION 53 | P a g e Additional information as at 30 November 2024 required by the Australian Stock Exchange Listing Rules and not disclosed elsewhere in this report. Home Exchange The Company is listed on the Australian Securities Exchange. The Home Exchange is Sydney. Audit Committee As at the date of the Directors' Report, an audit committee of the Board of Directors is not considered warranted due to the composition of the Board and the size, organisational complexity, and scope of operations of the Group. Class of Shares and Voting Rights The voting rights attached to ordinary shares, as set out in the Company’s Constitution, are that every member in person or by proxy, attorney or representative, shall have one vote on a show of hands and one vote for each share held on a poll. A member holding partly paid shares is entitled to a fraction of a vote equivalent to the proportion, which the amount paid up bears to the issue price for the share. Distribution of Shareholders The total distribution of fully paid shareholders as at 30 November 2024 was as follows: Total Total Shareholders Number of Range Shares 1 - 1,000 984 348,914 1,001 - 5,000 698 1,774,134 5,001 - 10,000 243 1,833,625 10,001 - 100,000 523 18,600,806 100,001 and over 170 230,517,454 Total 2,618 253,074,933 Less than Marketable Parcels On 30 November 2024, 1,882 shareholders held less than marketable parcels of 10,000 shares. On Market Buy Back There is no current on-market buy-back. Substantial Holders Substantial shareholders and the number of equity securities in which it has an interest, as shown in the Company’s Register of Substantial Shareholders are set out below. Number of Ordinary Shares Tribeca Investment Partners Pty Ltd 50,563,289 Mandalay Resources Corporation 29,375,122 Mark Lochtenberg - Rigi Investments Pty Limited 27,487,431 Gerard C Toscan Management Pty Limited – Ringwood Management Pty Ltd 14,113,416 EQUUS MINING LIMITED ADDITIONAL STOCK EXCHANGE INFORMATION 54 | P a g e Twenty Largest Shareholders As at 30 November 2024, the twenty largest quoted shareholders held 71.69% of the fully paid ordinary shares as follows: Name Number % 1 Citicorp Nominees Pty Limited 41,712,521 16.48 2 USB Nominees Pty Ltd 39,273,377 15.52 3 Rigi Investments Pty Ltd 25,562,449 10.10 4 HSBC Custody Nominees (Australia) Limited 15,683,521 6.20 5 JP Morgan Nominees Australia Pty Limited 12,500,000 4.94 6 Hodgson Capital Limited 9,266,120 3.66 7 Gerard C Toscan Management Pty Limited 7,774,506 3.07 8 Ringwood Management Pty Limited 5,930,484 2.34 9 Mountain Drilling Limitada 4,605,971 1.82 10 John Wardman & Associates Pty Ltd 3,524,118 1.39 11 Levuka Pastoral Pty Ltd 2,771,925 1.10 12 Terrane Minerals SpA 2,070,853 0.82 13 Simon Gary Sedorenko 1,700,000 0.67 14 Strickland Consulting Pty Ltd 1,500,000 0.59 15 DRYCA Pty Ltd 1,491,115 0.59 16 Mrs Sally Anne Clifford 1,420,300 0.56 17 Kyalla Investments Pty Limited 1,250,000 0.49 18 BNP Paribas Nominees Pty Ltd 1,196,915 0.47 19 John Braham 1,138,953 0.45 20 Northcliffe Holdings Pty Ltd 1,067,941 0.42 OPTIONHOLDERS IN THE COMPANY Total optionholders as at 30 November 2024 5, holding 48,279,747 unlisted options. SUBSTANTIAL OPTIONHOLDERS IN THE COMPANY As at 30 November 2024, the twenty largest optionholders that held 20% or more of the unquoted options. Name Unlisted Options Quantity % 1 J.P. Morgan Nominees Australia Pty Limited 34,809,514 72.10 Escrow securities As at 30 November 2024, there were escrow securities. Group Mineral Concession Interests as at 30 November 2024 The Company on 30 November 2024 does not hold any interest in mining or exploration tenements:

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