ABN 30 637 512 415 2024 A N N U A L R E P O R T 1 12 13 21 22 23 24 25 26 39 40 41 46 CONTENTS Review of Operations Corporate Governance Statement Directors’ Report Lead Auditor’s Independence Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Consolidated Entity Disclosure Statements Directors’ Declaration Independent Auditor’s Report Additional Stock Exchange Information CORPORATE DIRECTORY Directors Andrew Van Heyst Executive Chairman Edward Leschke Managing Director Jason Beckton Executive Director Keith Mayes Non-Executive Director Company Secretary Marcelo Mora Principal Place of Level 5, 1 Margaret Street Business and Sydney NSW 2000 Registered Office Australia Telephone: (61 2) 9008 1381 (61 2) 9199 8017 Web site: www.loderesources.com Share Registry Automic Pty Ltd Level 5, 126 Phillip Street Sydney NSW 2000 Telephone: 1300 288 664 (within Australia) (61 2) 9698 5414 (outside Australia) Auditors PKF (NS) Audit and Assurance Limited Partnership Level 8 1 O’Connell Street Sydney NSW 2000 Solicitors Thomson Geer Level 14 60 Martin Place Sydney NSW 2000 Stock Exchange Australian Securities Exchange (Code – LDR) Listings REVIEW OF OPERATIONS THE DIRECTORS OF LODE RESOURCES LTD (ASX: LDR OR ‘LODE’ OR ‘THE COMPANY’) ARE PLEASED REPORT THAT THE GROUP HAS ACHIEVED SIGNIFICANT EXPLORATION MILESTONES DURING THE YEAR-ENDED 30 JUNE 2024. Lode’s exploration focus is on the highly prospective but under-explored New England Fold Belt in north eastern New South Wales. The Company has assembled a portfolio of brownfield precious and base metal assets characterised by: • 100% ownership; • Significant historical geochemistry and/or geophysics; • Under drilled and/or open-ended mineralisation; and • Demonstrated high-grade mineralisation and/or potential for large mineral occurrences. This has resulted in a portfolio of assets with diverse mineralisation styles: 1. Webbs Consol Silver & Base Metal – Located 16km west-southwest of Emmaville, this historical silver mining centre is known for high grade silver-base metal bearing lodes; 2. Uralla Gold – Located 8km west of the Uralla township, this goldfield was one of the earlier goldfields discovered in NSW and a significant gold producer in the 1850’s. Despite this long history, the mineralisation style has only recently been recognised as being an Intrusive Related Gold System (IRGS) and this has strong implications for this project’s discovery potential; 3. Fender Copper (Trough Gully) – Located 30km southeast of Tamworth this project hosts significant copper in drainage anomalies and several known historical workings of VMS style mineralisation providing some very attractive exploration targets; 4. Sandon Base Metals and Antimony – The Bundarra Copper and Abington Base Metal Projects host VMS style mineralisation and have both undergone preliminary exploration. They are located 45km and 60km respectively west of Guyra. This exploration licences also hosts a number antimony prospects; 5. Thor – Located 35km northwest of Manila this project hosts a large gold anomaly potentially associated with high level intrusions or major regional fault structures; 6. Tea Tree – Located 24km north of Manila this project comprises an underexplored goldfield. 7. New England Antimony – Located 40km northeast of Armidale, this project hosts several antimony prospects including the historic but undrilled Magwood Antimony Mine, a former significant producer of antimony. As of 30 June 2024, the Company had been granted seven exploration licences as follows: Project Licence Grant Date Expiry Date Commodity Units Status Webbs Consol EL8933 16 January 2020 16 January 2029 Group 1 (Metallic minerals) 16 Granted Webbs Consol Exp. EL9454 7 September 2022 7 September 2025 Group 1 (Metallic minerals) 53 Granted Uralla EL8980 14 May 2020 14 May 2027 Group 1 (Metallic minerals) 80 Granted Uralla West EL9087 12 March 2021 12 March 2027 Group 1 (Metallic minerals) 22 Granted Fender EL9003 12 October 2020 12 October 2029 Group 1 (Metallic minerals) 76 Granted Sandon EL9319 29 October 2021 29 October 2024 Group 1 (Metallic minerals) 273 Granted Tea Tree EL9084 11 March 2021 12 March 2027 Group 1 (Metallic minerals) 24 Granted Thor EL9085 11 March 2021 11 March 2027 Group 1 (Metallic minerals) 78 Granted New England Antimony EL9662 11 June 2024 11 June 2027 Group 1 (Metallic minerals) 399 Granted Since the successful completion of the A$5.1M IPO, admission to the Official List of ASX Limited (‘ASX’) on Wednesday, 30 June 2021 and the commenced trading on Friday, 2 July 2021, successful drill campaigns have been carried out at three of seven projects 100% owned by Lode with the Webbs Consol Silver-Base Metals Project producing exceptional drill results. LODE RESOURCES 2024 ANNUAL REPORT 1 A total of 1,666 metres of diamond and RC drilling in 17 drill holes was carried out during the year of which all were drilled at the Webbs Consol Silver-Base Metal Project. In addition, 1,192 auger holes were drilled at the Uralla Gold Project. All of Lode’s projects are located in the highly prospective but under-explored New England Fold Belt in north- eastern NSW. Figure 1: Lode’s Project Locations (blue polygons) Lode’s strategy is to: • Systematically explore and develop the Company’s Tenements in the New England Fold Belt; • Target large-scale silver, gold, copper and antimony metal systems; • Use modern exploration methods and best practices in cost effective programs; and • Advance discoveries through to the development stage. REVIEW OF OPERATIONS 2 LODE RESOURCES 2024 ANNUAL REPORT During FY24 Lode Resources primarily focused its exploration activities on the Company’s 100% owned Webbs Consol Silver Project (“Webbs Consol”) and 100% owned Uralla Gold Project (“Uralla”), both located in the New England Fold Belt in north-eastern New South Wales. Webbs Consol Silver Project Drilling at the Webbs Consol Silver Project tested the lateral extent of the Tangoa West Lode at depth and returned significant intercepts which confirmed continuity of high-grade mineralisation throughout the lode which remains open below 300m. > Drill hole WCS064 returned: • 27.7m @ 663 g/t AgEq1 from 203.3m including: 10.0m @ 918 g/t AgEq1 from 219.0m including: 3.3m @ 1,890 g/t AgEq1 from 225.7m > Drill hole WCS065 returned: • 33.2m @ 569 g/t AgEq1 from 270.0m including: 18.5m @ 992 g/t AgEq1 from 279.9m including: 14.4m @ 1,172 g/t AgEq1 from 282.0m These two drill intercepts of the Tangoa West Lode demonstrate: > Continuity and orientation of high-grade silver-base metal mineralisation; > Mineralisation extending to a vertical depth of 300m and remains open; > The dominance of silver and zinc mineralisation at depth; > Multiphase mineralisation emplacement. Early in the year a new substantial drill ready geochemical anomaly, called the Webbs Consol North Prospect, was defined. This anomaly footprint is the largest surface occurrence at Webbs Consol and is one order of magnitude greater than the surface expression of Tangoa West, the largest mineralised lode drilled to date at Webbs Consol. The Webbs Consol North Prospect surface anomaly is defined by high silver (Ag), lead (Pb), and zinc (Zn) assay values returned over a 300 meter strike length. > Assays of soil samples returned: • 17 samples >1 g/t Ag with a maximum of 6.5 g/t Ag • 20 samples >500 ppm Pb with a maximum of 3,410 ppm Pb • 21 samples >250 ppm Zn with a maximum of 1,090 ppm Zn > Assay of subcrop chip samples returned: • 13 samples >10 g/t Ag with a maximum of 252 g/t Ag • 12 samples >5,000 ppm Pb with a maximum of 12.95% Pb • 9 samples >1,000 ppm Zn with a maximum of 0.84% Zn A decision was then made to drill the Webbs Consol North Prospect given its strong prospectivity as described above. This first pass drill testing of Webbs Consol North prospect discovered significant silver and zinc mineralisation over extensive area, potentially representing multiple lodes or a larger mineralised body. > Drill hole WCS070 returned: • 21.0m @ 122 g/t AgEq or 3.76% ZnEq from 2.0m including: 7.0m @ 317 g/t AgEq or 9.82% ZnEq from 6.0m > Drill hole WCS071 returned: • 13.0m @ 193 g/t AgEq or 5.97% ZnEq from 10.0m including: 4.0m @ 573 g/t AgEq or 17.74% ZnEq from 11.0m > Drill hole WCS072 returned: • 34.0m @ 82 g/t AgEq or 2.54% ZnEq from 18.0m including: 7.0m @ 304 g/t AgEq or 9.42% ZnEq from 24.0m REVIEW OF OPERATIONS LODE RESOURCES 2024 ANNUAL REPORT 3 Figure 2. Lode’s Webbs Consol Silver Project (EL8933) - Location of main lodes, significant drill hole intercepts to date and grab samples at the Canoon prospect. REVIEW OF OPERATIONS 4 LODE RESOURCES 2024 ANNUAL REPORT Table 1. Lode’s Webbs Consol Silver Project (EL8933) - Significant drill intercepts to date. Hole From (m) To (m) Interval (m) AgEq1 (g/t) ZnEq1 (%) Ag (g/t) Pb (%) Zn (%) Cu (%) Prospect WCS045 90.9 207.0 116.1 721 22.33 254 6.35 8.35 0.24 Tangoa West WCS052A 98.0 247.2 149.2 455 14.09 183 3.13 5.19 0.19 Tangoa West WCS050 104.4 170.2 65.8 755 23.37 266 13.56 12.38 0.42 Tangoa West WCS047 144.7 169.2 24.5 971 30.06 389 1.56 16.00 0.24 Tangoa West WCS052B 279.0 319.2 40.2 466 14.41 189 6.10 11.56 0.04 Tangoa West WCS065 270.0 303.2 33.2 332 10.29 64 0.14 8.13 0.01 Tangoa West WCS064 203.3 231.0 27.7 407 12.60 64 0.35 7.69 0.03 Tangoa West WCS044 48.3 102.3 54.0 245 7.57 84 3.69 1.22 0.21 Tangoa West WCS023 17.0 67.0 50.0 244 7.56 94 2.93 1.81 0.08 Castlereagh WCS006 104.6 132.1 27.5 357 11.03 118 0.77 6.52 0.07 Main Shaft WCS049 81.8 126.0 44.2 221 6.85 68 3.46 1.27 0.20 Main Shaft WCS051 79.9 110.6 30.7 231 7.15 70 1.54 1.81 0.21 Tangoa West WCS019 30.1 56.8 26.7 351 10.86 115 6.43 1.07 0.25 Tangoa West WCS007 122.9 147.1 24.2 273 8.46 63 0.49 5.96 0.04 Main Shaft WCS020 30.6 61.6 31.0 192 5.95 55 3.37 0.98 0.12 Tangoa West WCS031 66.5 113.9 47.4 112 3.47 46 0.79 1.22 0.04 Castlereagh WCS034 16.0 36.5 20.5 210 6.51 77 1.10 2.87 0.10 Copycat WCS028 138.4 182.0 43.6 83 2.58 12 0.28 1.91 0.02 Main Shaft WCS012 48.0 60.1 12.1 282 8.73 108 5.49 3.06 0.10 Mt Galena WCS035 23.3 37.0 13.7 214 6.62 87 0.71 2.61 0.26 Copycat WCS070 2.0 23.0 21.0 122 3.76 97 0.33 0.35 0.01 WC North WCS018 18.0 52.0 34.0 82 2.54 25 0.63 1.19 0.01 WC North WCS071 10.0 23.0 13.0 193 5.97 23 0.63 3.03 0.01 WC North WCS026 28.7 63.0 34.3 46 1.43 23 0.13 0.26 0.06 Luck Lucy N WCS074 75.0 88.0 13.0 83 2.57 49 0.19 1.45 0.01 WC North WCS008 24.0 45.2 21.2 44 1.36 17 0.09 0.14 0.01 Luck Lucy N WCS009 70.0 80.0 10.0 77 2.39 49 0.09 0.17 0.23 Luck Lucy N WCS029 36.3 42.1 5.8 41 1.26 10 0.43 0.55 0.01 Luck Lucy N 1 Metal equivalent figures are a simple way to demonstrate overall grade with a single figure thus making comparisons easier for investors. Since the commencement of drilling at Webbs Consol Silver Project it was deemed that silver was the appropriate metal for equivalent calculations as silver is the most common metal to all mineralisation zones. This is still the case however zinc is becoming increasing dominant with depth and therefore LDR has decided to calculated both silver and zinc equivalent grades to demonstrate overall grades. Webbs Consol silver and zinc equivalent grades are based on assumptions: AgEq(g/t)=Ag(g/t)+32.3*Zn(%)+27.5*Pb(%)+107*Cu(%)+87.1*Au(g /t) & ZnEq(g/t)=0.031*Ag(g/t)+Zn(%)+0.850*Pb(%)+0.2.694*Cu(%)+2.57*Au(g/t) calculated from 12 February 2024 (previously 29 August 2022) spot metal prices of US$22.7/oz silver, US$2325/t zinc, US$2060/t lead, US$8100/t copper, US$2020/oz gold and metallurgical recoveries of 97.3% silver, 98.7%, zinc, 94.7% lead, 76.3% copper and 90.8% gold which is the 4th stage rougher cumulative recoveries in test work commissioned by Lode and reported in LDR announcement 14 December 2021 titled “High Metal Recoveries in Preliminary Flotation Test work on Webbs Consol Mineralisation”. It is Lode’s opinion that all the elements included in the metal equivalents calculation have a reasonable potential to be recovered and sold. REVIEW OF OPERATIONS LODE RESOURCES 2024 ANNUAL REPORT 5 A follow up drill program at the Webbs Consol Silver Project commenced subsequent to the end of FY24. This program had 2 objectives: i) testing for extensions at discovered lodes with multiple high-grade silver intercepts & ii) drilling untested surface silver occurrences. Initially this 17-hole 2,200 metre programme is targeting the Webbs Consol North discovery as described above. To date the majority of extension drilling has been at Tangoa West, in the southern end of the Project, where 12 drill holes intercepted exceptionally high-grade silver mineralisation down to a vertical depth of 300m. Another key discovery to be tested is Castlereagh with previous intercepts of 50.0m @ 224 g/t AgEq1 from 17.0m and 47.4m @ 112 g/t AgEq1 from 66.5m, including high-grade zones such as 801 g/t AgEq1 over 4.1m and 720 g/t AgEq1 over 2.0m. In addition untested surface silver occurrences to be drilled includes the Canoon prospect where a pseudo-gossan with ~ 100m of strike has been delineated and selective grab samples have returned up to 126.0 g/t Ag (It should be noted that grab samples are qualitative in nature and are not necessarily representative of underlying mineralisation which may be lower or higher in grade and the dimensions are unknown). During FY24, Australia’s national science agency, the CSIRO, completed a research study at Lode Resources’ Webbs Consol Silver Project. In summary findings included: • Structural analysis and 3D modelling of Tangoa West, Main Shaft and other prospects identifying potential for lateral extensions to mineralisation. • Relative depth of differing styles of alteration appears constant at all prospects. • Comprehensive understanding of mineral deposit genesis enabling comparison with other similar deposits. • 3D models and the use of innovative geochemical indicators, validated by mineralogical and mineral‐chemical analyses, suggests distinct mineralisation styles and ore zones. Figure 3: Centurion Drilling rig on site at the Webbs Consol North Discovery. REVIEW OF OPERATIONS 6 LODE RESOURCES 2024 ANNUAL REPORT Figure 4. 3D model of Tangoa West prospect showing drill hole AgEq assays and interpreted lode (blue shell) as well as both modelled 5.0% Zn anisotropic iso-surfaces from Figures 6. Modelled anisotropic iso-surfaces based on drill assays, alteration vectors and dominant controlling structural (Orange shell: 85° towards 105° – 3:3:1 & right diagram: 85° towards 60° – 3:3:1). Please note this modelling is conceptual. REVIEW OF OPERATIONS LODE RESOURCES 2024 ANNUAL REPORT 7 Uralla Gold Project During FY24 1,159 auger drill holes were completed across approximately 1.6km2 of the Hudson’s group of prospects at Lode’s Uralla Gold Project. Multiple drill targets were defined with gold and pathfinder metals gridded, imaged and contoured showing: • Delineation of numerous gold anomaly highs, with assays up to 1,300 ppb Au, each representing a prospective drill target. • ~50% of the defined gold anomalies have no hard rock outcrop, potentially indicating blind gold mineralisation, whilst other gold anomalies have enhanced previous surface work. • Dyke/Gracie Lode area gold anomalies appear to form a circular feature potentially representing an intrusive pluton and large mineralisation system at depth. • Pathfinder elements anomalies also potentially represent mineralised lodes which are not obvious near surface. Future drilling is planned at Uralla designed to test for the presence of an Intrusive Related Gold System (IRGS). Figure 5. Gold assay gridded image and contouring in the Dyke/Gracie Lode area located within the Hudson’s group of prospects, Uralla Gold Project. REVIEW OF OPERATIONS 8 LODE RESOURCES 2024 ANNUAL REPORT Figure 6. Gold assay grided image and contouring of 1,159 auger drill holes covering the Hudson’s group of pros- pects, Uralla Gold Project. Higher gold value colours stretched to highlight the strongest anomalies. Au High 1030ppb High : 1300 Low : 1 Gumtree Prospect KTN007: 14.0m @ 1.24 g/t Au from 68m KTN005: 10.0m @ 1.32g/t Au from 9m KTN006: 16.0m @ 0.79g/t Au from 10m Dyke/Gracie Prospects KTN010: 15.0m @ 2.09g/t Au from 12m KTN011: 5.0m @ 1.04 g/t Au from 16m KTN012: 6.0m @ 0.75g/t Au from 39m Anomalies with preliminary drill intercepts Auger Drill Assay Image Au (ppb) Untested anomalies Circular feature potentially representing an intrusive stock at depth Martins Shaft Prospect (intercepts > 24 g.m) SGRDD002: 26.0m @ 2.80 g/t Au from 15.0m SGRDD004: 18.0m @ 3.51 g/t Au from 52.0m SGRDD014: 20.0m @ 2.33 g/t Au from 16.0m SGRDD008: 24.0m @ 1.88 g/t Au from 73.0m SGRDD010: 35.0m @ 1.10 g/t Au from 78.0m SGRRC004: 24.0m @ 1.60 g/t Au from 4.0m SGRRC017: 26.0m @ 1.20 g/t Au from 76.0m SGRRC003: 29.0m @ 1.21 g/t Au from 25.0m SGRRC003: 33.0m @ 0.91 g/t Au from 29.0m SGRRC001: 27.1m @ 1.06 g/t Au from 0.0m SGRRC006: 17.0m @ 1.61 g/t Au from 35.0m SGRRC035: 22.0m @ 1.15 g/t Au from 90.0m SGRRC005: 15.0m @ 1.60 g/t Au from 23.0m Au High 98ppb Au High 1300ppb Au High 99ppb Au High 998ppb Au High 333ppb Au High 107ppb Au High 90ppb Au High 86ppb Au High 741ppb Au High 57ppb REVIEW OF OPERATIONS LODE RESOURCES 2024 ANNUAL REPORT 9 New England Antimony Project Subsequent to FY24 end Lode Resources announced that exploration activity on the Company’s highly prospective antimony portfolio was to commence. With the grant of EL9662, Lode has secured additional antimony prospects including the historic Magwood Antimony Mine, a former significant producer of antimony. 19 antimony prospects have been identified within Lode’s EL9662 and EL9319 which, with a combined area of 1,914 km2, forms a strategic antimony exploration portfolio in an area of significant historical antimony production. The Magwood mine was in production mainly between 1941 and 1970 with recorded yearly production grades ranging from 4% to 62% Sb and was Australia’s primary antimony producer at the time. Despite decades of production Magwood has never been drilled and there is almost no historical drilling within Lode’s wider antimony project area despite the geology being considered highly prospective for orogenic structurally-controlled antimony mineralisation. Detailed surface work here is almost non-existent. Lode has now commenced field activities which is expected to ramp up into the December 2024 Quarter and beyond. Antimony is considered by most western nations to be one of the world’s most critical metals, especially with China announcing the limitation of antimony exports from 15 September, 2024 due national security concerns. The main uses of Antimony are in fire-retardants, photovoltaic solar cells and military equipment - the last two being of high strategic importance. Figure 7: Location of Lode’s EL9662 With Multiple Antimony Prosects REVIEW OF OPERATIONS 10 LODE RESOURCES 2024 ANNUAL REPORT Competent Person’s Statement The information in this Report that relates to Exploration Results is based on information compiled by Mr Jason Beckton, who is a Member of the Australian Institute of Geoscientists. Mr Beckton, who is Executive Director – Resource Development at Lode Resources Ltd, has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Beckton has a beneficial interest as a shareholder and option holder of Lode Resources Ltd and consents to the inclusion in this Report of the matters based on the information in the form and context in which it appears. No material changes Lode Resources Ltd confirms that it is not aware of any new information or data that would materially affect the information included in the quarterly activities report dated 31 July 2024 and market announcements dated 22 July 2024,26 August 2024 and 11 September 2024 and that all material assumptions and technical parameters in the market announcements continue to apply and have not materially changed. Governance Arrangements Lode Resources management and Board of Directors include individuals with many years’ work experience in the mineral exploration and mining industry who monitor all exploration programs and oversee the preparation of reports on behalf of the Company by independent consultants. The exploration data is produced by or under the direct supervision of qualified geoscientists. In the case of drill hole data half core samples are preserved for future studies and quality assurance and quality control. The Company uses only accredited laboratories for analysis of samples and records the information in electronic databases that are automatically backed up for storage and retrieval purposes. REVIEW OF OPERATIONS LODE RESOURCES 2024 ANNUAL REPORT 11 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 Group’s activities and ensure transparency, fair dealing and protection of the interests of stakeholders. The Group 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 25 September 2024 and reflects the corporate governance practices throughout the 2024 financial year. The board approved the 2024 corporate governance on 25 September 2024. A description of the Group’s current corporate governance practices is set out in the Company’s corporate governance statement, which can be viewed at https://loderesources.com/corporate-governance. 12 LODE RESOURCES 2024 ANNUAL REPORT DIRECTORS’ REPORT THE DIRECTORS OF LODE RESOURCES LTD (‘LODE’ OR THE ‘COMPANY’) PRESENT THEIR REPORT, TOGETHER WITH THE CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024. 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. INFORMATION ON DIRECTORS Andrew Van Heyst Chairman Experience With more than 30 years’ experience in Industrial Equities and Advisory. Has worked at Merrill Lynch in New York as Head of Australian Sales and for ABN AMRO as Head of Australian Sales and Head of Americas Client Account Management for Global Equity Product. In 2005 Andrew moved back to Australia joining Shaw and Partners as a Corporate Advisor focussing on Small Cap resources and prior to Lode listing was Executive Director at Bridge Street Capital Partners. Interest in Shares and Options 18,392,858 ordinary shares and 71,429 unlisted options Director since 18 November 2019 Ted Leschke Managing Director Experience With more than 30 years’ experience in the resources industry including Managing Director of ASX listed resource companies from start up project development covering areas such as project identification, acquisition and generation, geological mapping, exploration drilling, local community and government liaison, financial management, strategy, fund raisings, ASX listing and statutory reporting. Previously worked as a resource analyst in stockbroking and funds management as well as a geologist in the mining industry. Interest in Shares and Options 17,892,858 ordinary shares and 71,429 unlisted options Director since 18 November 2019 Directorships held in other listed entities during the last three years Equus Mining Limited. Keith Mayes NonExecutive Director Experience With more than 30 years’ experience in the resource sector in exploration, business development, operational and financial roles with major mining companies including North Ltd, Newmont, Rio Tinto and Oxiana in Australia, Europe, Middle East and Africa. Keith is currently Partner at Global Resource Industry Personnel and formerly GM of Australian Garnet a subsidiary of ASX listed Resource Development Group and COO at ASX listed KGL Resources that is undertaking exploration and development of the large Jervois copper/silver/gold project in central Australia and COO at Altura Mining Ltd where he discovered the world class Pilgangoora lithium deposit. Interest in Shares and options 371,429 ordinary shares and 535,714 unlisted options Director since 10 March 2020 Jason Beckton Executive Director (Resources Development) Qualifications Holds BSc (Hons) Melbourne and a Masters of Economic Geology from the University of Tasmania. Experience With more than 25 years of geological corporate experience in Australia, North and South America and China. Was Project Manager for Bolnisi Gold NL’s Palmerejo silver/ gold project in Mexico where he managed a program defining 3.1moz AuEq. Managed the discovery of Exeter Resource Corp’s 30 moz AuEq Caspiche Porphyry prospect in the Maricunga Gold Copper Belt of Chile. Previously MD of ASX listed Chinalco Yunnan Copper Resources exploring the Mt Isa, Lao and Chilean copper districts. Interest in Shares and Options 200,000 ordinary shares and 500,000 unlisted options Director since 29 September 2020 Directorships held in other listed entities during the last three years Managing Director of ASX listed Prospech Ltd. LODE RESOURCES 2024 ANNUAL REPORT 13 DIRECTORS’ REPORT COMPANY SECRETARY Marcelo Mora Company Secretary since 15 September 2020. Marcelo Mora holds a Bachelor of Business degree and Graduate Diploma of Applied Corporate Governance. Mr Mora has been an accountant for more than 35 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. MEETINGS OF DIRECTORS During the financial year, 2 meeting of directors was held. Attendances by each director during the year were as follows: DIRECTORS’ MEETINGS Number eligible to attend Number attended Andrew Van Heyst 2 2 Edward Leschke 2 2 Keith Mayes 2 2 Jason Beckton 2 2 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) Andrew Van Heyst 18,392,858 71,429 $0.24 at any time up to 2 December 2024 Edward Leschke 17,892,858 71,429 $0.24 at any time up to 2 December 2024 Keith Mayes 371,429 250,000 $0.24 at any time up to 2 December 2024 - 35,714 $0.24 at any time up to 2 December 2024 - (1)250,000 $0.24 at any time up to 6 December 2025 Jason Beckton 200,000 250,000 $0.24 at any time up to 2 December 2024 Jason Beckton - (1)250,000 $0.24 at any time up to 6 December 2025 (1) During the year ended 30 June 2024, 500,000 unlisted options were granted as compensation to directors of the Company (2023: 500,000 unlisted options) 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 Unissued Shares under options Grant Date Expiry Date Vesting Options Exercise Price 25 August 2022 25 August 2024 Immediately 8,330,500 $0.24 2 December 2022 2 December 2024 Immediately 1,428,572 $0.24 14 February 2023 14 February 2025 Immediately 2,500,000 $0.40 14 February 2023 25 August 2024 Immediately 4,933,333 $0.24 6 December 2023 6 December 2025 Immediately 1,000,000 $0.24 Option holders do not have any rights to participate in any issues of shares or other interests in the Company. 14 LODE RESOURCES 2024 ANNUAL REPORT DIRECTORS’ REPORT SHARES ISSUED ON EXERCISE OF OPTIONS During the financial year ended 30 June 2024, the Company has not issued ordinary shares 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. Principal activities The principal activities of the Group during the financial year were ongoing drilling campaigns and scientific studies by CSIRO at its Webbs Consol tenements, auger drilling at Uralla Gold Project and the acquisition of the exploration licence New England Antimony through Exploration Licence Application and the subsequent granting of the Exploration Licence. Operating results The loss of the Group amounted to $1,167,379 (2023: $1,115,531), after providing for income tax. Review of operations A review of the Group’s operations for the year ended 30 June 2024 is set out on pages 1 to 11 of this Annual Report. Dividends paid or recommended No dividends were paid or declared during the period. 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 6 December 2023, following shareholders’ approval at the Company’s Annual General Meeting. The Company issued 500,000 unlisted options to the Non-executive Directors and 500,000 unlisted options to the Exploration Manager the options have an exercise price of $0.24 and expiring on 6 December 2025 and vesting immediately. • On 27 March 2024, Lode Resources Ltd incorporated Lode Metals Pty Ltd. • On 11 June 2024, The Group was granted by the NSW government Exploration Licence EL 9662 New England Antimony. EL 9662 is a new and extensive exploration license that covers an area of 399 units or approximately 1,105 square kilometres and is prospective for orogenic structurally-controlled antimony mineralisation. Events after the reporting date Subsequent to year end, on 9 July 2024, the Company announced the appointment of Mr Jason Beckton as Lode’s Executive Director – Resource Development. Until 8 July 2024, Mr Beckton held the role of Non-Executive Director of Lode Resources Ltd. No other matters or circumstances have arisen since the end of the financial year which significantly affected or could significantly affect the operations of the Company, the results of those operations or the state of affairs of the Company in future financial years. Future developments and results During the course of the 2025 financial year, the Company will focus principally on advancing its brownfields and greenfields exploration of its exploration licenses in the New England Fold Belt in northeastern NSW. Further information as to the likely developments in the operations of the Company and the expected results of those operations in future financial years have not been included in this report as the inclusion of such information is likely to result in unreasonable prejudice to the Company. Environmental issues The operations and proposed activities of the Group are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Group’s activities are expected to have an impact on the environment, particularly if advanced exploration or field development proceeds. It is the Group’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all applicable environmental laws. LODE RESOURCES 2024 ANNUAL REPORT 15 DIRECTORS’ REPORT INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS During or since the end of the financial year, the Group 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. REMUNERATION REPORT - AUDITED Principals of compensation Key management personnel have authority and responsibility for planning, directing, and controlling the activities of the Company. Key management personnel comprises 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. Remuneration generally comprises of salary and superannuation. Long-term incentives are able to be provided through the Company’s share option program at the discretion of directors, 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 Company for services provided under these arrangements. Andrew Van Heyst and Edward Leschke are paid through the Company’s payroll. All other Director’s services are paid by way of an arrangement with the director or with related parties. 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 In considering the Company’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 financial year. 2024 $ 2023 $ 2022 $ 2021 $ Net loss attributable to equity holders of the parent 1,167,379 1,115,531 970,510 574,934 Dividends paid - - - - Change in share price (0.08) 0.005 (0.02) - The overall level of key management personnel’s compensation has been determined based on market conditions, the advancement of the Company’s projects, and the financial performance of the Company. Remuneration Structure In accordance with better practice corporate governance, the structure of Executive Director and Non-Executive Director remuneration is separate and distinct. 16 LODE RESOURCES 2024 ANNUAL REPORT DIRECTORS’ REPORT Service contracts 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. 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: Year Primary Salary / Fees $ Super- annuation $ Share-based Payment $ Short Term Benefit $ Total $ Executive Directors Andrew Van Heyst 2024 220,000 24,200 - 6,769 250,969 2023 181,250 19,031 - 4,885 205,166 Edward Leschke 2024 247,500 27,225 - 7,616 282,341 2023 218,750 22,969 - 25,752 267,471 Non-Executive Directors Jason Beckton 2024 50,000 - 13,750 - 63,750 2023 50,000 - 13,500 - 63,500 Keith Mayes 2024 50,000 - 13,750 - 63,750 2023 50,000 - 13,500 - 63,500 Total all directors 2024 567,500 51,425 27,500 14,385 660,810 2023 500,000 42,000 27,000 30,637 599,637 Executive Directors During the financial year ended 30 June 2024, Andrew Van Heyst and Edward Leschke were considered Executive Directors. Their remuneration for the year ended 30 June 2024 comprised of fixed remuneration, free of performance conditions, plus 11% statutory superannuation paid through the Company’s payroll. Options granted as compensation No bonuses were paid during the financial year. During the year ended 30 June 2024, 500,000 unlisted options were issued to directors of the Company or Key Management personnel (2023: 500,000). Refer below for the options granted during the financial year ended 30 June 2024 to Jason Beckton and Keith Mayes. The Company employed no other key management personnel. The options granted to non-executive directors were not subject to any performance or service conditions and vested immediately on the issue of the options. 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) Jason Beckton 24 October 2023 (1)250,000 $0.055 $13,750 $0.24 at any time to 6 December 2025 21 October 2022 (2)250,000 $0.054 $13,500 $0.24 at any time to 2 December 2024 Keith Mayes 24 October 2023 (1)250,000 $0.055 $13,750 $0.24 at any time to 6 December 2025 21 October 2022 (2)250,000 $0.054 $13,500 $0.24 at any time to 2 December 2024 (1) The fair value of the 500,000 options at the grant date was determined based on a Black- Scholes formula. The model inputs of the options issued were the share price of $0.098, a volatility factor of 140.20%, a risk-free rate of 4.22% based on the 2-year government bond rate, and no dividends paid. (2) The fair value of the 500,000 options at the grant date was determined based on a Black- Scholes formula. The model inputs of the options issued were the share price of $0.125, a volatility factor of 106.15%, a risk-free rate of 3.62% based on the 2-year government bond rate, and no dividends paid. During the year 1,000,000 options lapsed unexercised (2023: nil) and no options held by key management personnel were exercised during the 2024 or 2023 financial years. LODE RESOURCES 2024 ANNUAL REPORT 17 DIRECTORS’ REPORT Modification of terms of equity-settled share-based payment transactions 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 There were no shares issued to Directors on the exercise of options previously granted as compensation during the 2024 and 2023 financial years. Analysis of options and rights over equity instruments granted as compensation All options refer to options over ordinary shares of Lode Resources Ltd, which are exercisable on a one-for-one basis. Director Options granted % vested at year end Expired during the year Balance at year end Financial year in which grant vests Number Date Jason Beckton 500,000 31 March 2021 100% 500,000 - 30 June 2021 250,000 21 October 2022 100% - 250,000 30 June 2023 250,000 24 October 2023 100% - 250,000 30 June 2024 Keith Mayes 500,000 31 March 2021 100% 500,000 - 30 June 2021 250,000 21 October 2022 100% - 250,000 30 June 2023 250,000 24 October 2023 100% - 250,000 30 June 2024 The number of options that had vested at 30 June 2024 is 500,000 (2023 – 500,000). 500,000 options were granted as remuneration during the year (2023: 500,000). No options were granted as compensation subsequent to year-end. Analysis of movements in options granted as compensation No options were granted or exercised during the year. Options and rights over equity instruments 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 Directors Held at 1 July 2023 Granted/ Purchased Exercised / Sold Expired Held at 30 June 2024 Vested and exercisable at 30 June 2024 Andrew Van Heyst 71,429 - - - 71,429 71,429 Edward Leschke 71,429 - - - 71,429 71,429 Jason Beckton 750,000 250,000 - (500,000) 500,000 500,000 Keith Mayes 785,714 250,000 - (500,000) 535,714 535,714 18 LODE RESOURCES 2024 ANNUAL REPORT DIRECTORS’ REPORT Loans to key management personnel and their related parties There were no loans made to key management personnel or their related parties during the 2024 and 2023 financial years and no amounts were outstanding at 30 June 2024 (2023 - $nil). Other transactions with key management personnel 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 $nil (2023: $nil). Movements in shares 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 Andrew Van Heyst 21,392,858 - (3,000,000) - 18,392,858 Edward Leschke 20,892,858 - (3,000,000) - 17,892,858 Jason Beckton 200,000 - - - 200,000 Keith Mayes 371,429 - - - 371,429 Non-Executive Directors During the financial year ended 30 June 2024, the following Directors were considered Non-Executive Directors: • Jason Beckton; • Keith Mayes. The salary component of Non-Executive Directors was made up of: • fixed fees paid by way of arrangements with related parties; and • entitlement to receive options when invited by the Board and subject to shareholders’ approval. End of remuneration report. LODE RESOURCES 2024 ANNUAL REPORT 19 DIRECTORS’ REPORT NON-AUDIT SERVICES During the years ended 30 June 2024 and 30 June 2023, PKF, the Company’s auditor, did not perform other services in addition to the audit and review of the financial statements. Lead Auditor’s Independence Declaration The Lead Auditor’s Independence Declaration is set out on page 21 and forms part of the Directors’ Report for the financial year ended 30 June 2024. Signed at Sydney this 25th day of September 2024 in accordance with a resolution of the Board of Directors: Andrew M. Van Heyst Edward J. Leschke Executive Chairman Managing Director 20 LODE RESOURCES 2024 ANNUAL REPORT AUDITOR’S INDEPENDENCE DECLARATION $XGLWRU¶V,QGHSHQGHQFH'HFODUDWLRQXQGHU6HFWLRQ&RIWKH&RUSRUDWLRQV$FW WRWKH'LUHFWRUVRI/RGH5HVRXUFHV/LPLWHG ,GHFODUHWKDWWRWKHEHVWRIP\NQRZOHGJHDQGEHOLHIGXULQJWKH\HDUHQGHG-XQHWKHUHKDYH EHHQ L QRFRQWUDYHQWLRQVRIWKHDXGLWRULQGHSHQGHQFHUHTXLUHPHQWVDVVHWRXWLQWKH Corporations Act 2001LQUHODWLRQWRWKHDXGLWDQG LL QRFRQWUDYHQWLRQVRIDQ\DSSOLFDEOHFRGHRISURIHVVLRQDOFRQGXFWLQUHODWLRQWRWKHDXGLW 3.) 6&27772%877 3$571(5 6(37(0%(5 6<'1(<16: PKF(NS) Audit & Assurance Limited Partnership is a member of PKF Global, the network of member firms of PKF International Limited, each of which is a separately owned legal entity and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm(s). Liability limited by a scheme approved under Professional Standards Legislation. PKF(NS) Audit & Assurance Limited Partnership ABN 91 850 861 839 755 Hunter Street, Newcastle West NSW 2302 Level 8, 1 O’Connell Street, Sydney NSW 2000 Newcastle T: +61 2 4962 2688 F: +61 2 4962 3245 Sydney T: +61 2 8346 6000 F: +61 2 8346 6099 info@pkf.com.au www.pkf.com.au LODE RESOURCES 2024 ANNUAL REPORT 21 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the Year Ended 30 June 2024 Notes 30 June 2024 $ 30 June 2023 $ CONTINUING OPERATIONS Other income - - Expenses Administration and consultants’ expenses (195,289) (201,441) Employee, directors and consultants costs (707,391) (616,436) Impairment of exploration and evaluation assets (21,556) - Amortisation and depreciation (32,529) (31,228) Travel expenses (77,856) (39,976) Legal and professional expenses (2,255) (17,874) Other expenses 5 (270,750) (284,844) Operating loss before financing income and expense (1,307,626) (1,191,799) Interest income 6 145,823 77,345 Interest expense 6 (5,576) (1,077) Net finance income 140,247 76,268 Loss before income tax (1,167,379) (1,115,531) Income tax benefit/(expense) 4 - - Loss for the period (1,167,379) (1,115,531) Other comprehensive income for the period - - Total comprehensive loss for the period (1,167,379) (1,115,531) Earnings per share Basic and diluted loss per share 16 (0.0109) (0.0116) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. 22 LODE RESOURCES 2024 ANNUAL REPORT CONSOLIDATED STATEMENT OF FINANCIAL POSITION For the Year Ended 30 June 2024 Notes 30 June 2024 $ 30 June 2023 $ Current assets Cash and cash equivalents 7 2,277,317 4,845,931 Trade and other receivables 8 19,075 93,126 Other assets - 3,899 Total current assets 2,296,392 4,942,956 Non-current assets Other financial assets 9 465,638 395,563 Property, plant and equipment 10 35,368 2,602 Exploration and evaluation assets 11 5,167,025 4,172,070 Total non-current assets 5,668,031 4,570,235 Total assets 7,964,423 9,513,191 Current liabilities Trade and other payables 12 77,174 571,214 Employee entitlements 12 65,242 42,876 Lease liability 13 35,097 2,299 Total current liabilities 177,513 616,389 Non–current liabilities Lease liability 13 2,487 - Total non-current liabilities 2,487 - Total liabilities 180,000 616,389 Net assets 7,784,423 8,896,802 Equity Issued capital 14 9,113,475 9,113,475 Reserves 15 2,386,633 2,466,633 Accumulated losses (3,715,685) (2,683,306) Total equity 7,784,423 8,896,802 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. LODE RESOURCES 2024 ANNUAL REPORT 23 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the Year Ended 30 June 2024 Issued capital $ Option premium reserve $ Accumulated losses $ Total $ Balance at 1 July 2022 5,611,514 135,000 (1,567,775) 4,178,739 Loss for the year - - (1,115,531) (1,115,531) Total other comprehensive income - - - - Total comprehensive loss for the year - - (1,115,531) (1,115,531) Transactions with owners recorded directly in equity Ordinary shares issued 4,688,657 1,433,883 - 6,122,540 Transaction costs on issue of shares (1,186,696) - - (1,186,696) Share base payments - 897,750 - 897,750 Balance at 30 June 2023 9,113,475 2,466,633 (2,683,306) 8,896,802 Balance at 1 July 2023 9,113,475 2,466,633 (2,683,306) 8,896,802 Loss for the year - - (1,167,379) (1,167,379) Total other comprehensive income - - - - Total comprehensive loss for the year - - (1,167,379) (1,167,379) Transactions with owners recorded directly in equity Ordinary shares issued - - - - Transfer of expired options - (135,000) 135,000 - Share base payments - 55,000 - 55,000 Balance at 30 June 2024 9,113,475 2,386,633 (3,715,685) 7,784,423 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. 24 LODE RESOURCES 2024 ANNUAL REPORT CONSOLIDATED STATEMENT OF CASH FLOWS For the Year Ended 30 June 2024 Notes 30 June 2024 $ 30 June 2023 $ Cash flows from operating activities Cash payments in the course of operations (1,204,564) (1,043,718) Interest received 145,823 77,345 Net cash used in operating activities 17 (1,058,741) (966,373) Cash flows from investing activities Payments for exploration and evaluation expenditure (1,404,212) (1,873,629) Payments for security deposits (80,075) (229,535) Refund for security deposits 10,000 - Net cash used in investing activities (1,474,287) (2,103,164) Cash flows from financing activities Proceeds from share issues - 6,122,541 Transaction costs on share issue - (354,196) Lease payments (35,586) (33,887) Net cash provided / (used in) by financing activities (35,586) 5,734,458 Net increase / (decrease) in cash held (2,568,614) 2,664,921 Cash at the beginning of the reporting period 4,845,931 2,181,010 Cash and cash equivalents at 30 June 7 2,277,317 4,845,931 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. LODE RESOURCES 2024 ANNUAL REPORT 25 1. REPORTING ENTITY Lode Resources Ltd (the ‘Company’) is a company domiciled in Australia as an individual entity. The address of the Company’s registered office is Level 5, 1 Margaret Street, Sydney, NSW, 2000. The consolidated financial statements, of the Company as at and for the year ended 30 June 2024 comprise the Company and its subsidiary (together referred to as the “Group’). The Group is a for-profit entity and is primarily engaged in identifying and evaluating gold, copper, and silver resource opportunities in New England Fold Belt of New South Wales. 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 (‘IFRSs’) and interpretations adopted by the International Accounting Standards Board (‘IASB’). The consolidated financial statements were authorised for issue by the Directors on 25 September 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) Use of estimates and judgement The preparation of the consolidated financial statements are in conformity with AASBs and requires management to make judgments, 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 judgments in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes: • Note 11 – Exploration and evaluation expenditure. • Note 14 – Valuation of share based payments. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30 June 2024 26 LODE RESOURCES 2024 ANNUAL REPORT 3. MATERIAL ACCOUNTING POLICIES (a) 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 Company 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. (b) Segment reporting Determination and presentation of operating segments The Company determines and presents operating segments based on the information that is provided internally to the Executive Directors, who are the Company’s chief operating decision maker. An operating segment is a component of the Company 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 Company’s other components. All operating segments’ operating results are regularly reviewed by the Company’s Executive Directors 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 Executive Directors 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. (c) Comparative information Certain comparative amounts, which are not deemed to be material, have been disclosed or reclassified where necessary to provide consistency with current period disclosures. (d) New and revised accounting standards and interpretations The Company has adopted all standards which became effective for the first time in the year ended 30 June 2024. The AASB has issued new and amended accounting standards and interpretations that have mandatory application dates in future reporting periods. The Company has decided not to early adopt these and has assessed their impact as being immaterial. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30 June 2024 LODE RESOURCES 2024 ANNUAL REPORT 27 4. INCOME TAX EXPENSE 2024 $ 2023 $ (a) Reconciliation of income tax accounting profit: Prima Facie tax payable on profit from ordinary activities before income tax at 25% (2023: 25%) (291,844) (278,883) Add tax effect off: - origination and reversal of temporary differences 7,409 2,739 - non-deductible expenses 5,307 21,144 - deferred tax assets not recognised 279,128 255,000 Income tax expense - - At 30 June 2024, the Company had unrecognised unused tax losses of $9,176,978 (2023: $6,894,872). 5. LOSS FROM OPERATING ACTIVITIES The following items are relevant in explaining the financial performance for the year ended 30 June 2024 Other Expenses Accounting and audit fees 95,109 81,820 Marketing 68,227 73,509 IT expenses 5,600 12,180 Insurance 40,179 37,539 Listing and compliance expenses 61,635 79,796 Total 270,750 284,844 6. FINANCE INCOME AND FINANCE COSTS Recognised in profit and loss Interest income on cash deposits 145,823 77,345 Finance costs (5,576) (1,077) Net finance income/(costs) recognised in profit and loss 140,247 76,268 7. CASH AND CASH EQUIVALENTS Cash at bank 519,802 790,407 Deposit at call 1,757,515 4,055,524 2,277,317 4,845,931 8. TRADE AND OTHER RECEIVABLES Current GST receivable 19,075 93,126 19,075 93,126 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30 June 2024 28 LODE RESOURCES 2024 ANNUAL REPORT 9. OTHER FINANCIAL ASSETS 2024 $ 2023 $ Non-current Security deposits 315,603 245,528 Net smelter royalty EL5674 150,035 150,035 465,638 395,563 10. PROPERTY PLANT AND EQUIPMENT Right of use assets – leased property – at cost 65,295 62,455 Accumulated depreciation (29,927) (59,853) Total right of use assets – leased property 35,368 2,602 Total property plant and equipment 35,368 2,602 Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year: Right of use assets Balance at 1 July 2,602 33,830 Additions new lease 65,295 - Depreciation (32,529) (31,228) Total carrying amount at the end of the financial year 35,368 2,602 11. EXPLORATION AND EVALUATION EXPENDITURE EL 8933 Webbs Consol 3,664,104 2,942,350 EL 8980 Uralla 1,008,005 824,424 EL 9003 Fender 314,086 281,857 EL 9004 Elsinore - 21,556 EL 9084 Tea Tree 21,738 16,303 EL 9085 Thor Gold 44,855 32,113 EL 9319 Sandon 64,204 36,419 EL 9087 Uralla West 22,713 17,048 EL 9454 Webbs Extension 3,280 - EL 9662 New England Antimony 24,040 - Net book value 5,167,025 4,172,070 Balance at 1 July 4,172,070 2,159,105 Expenditure incurred 1,016,511 2,012,965 Impairment (21,556) - Net book value 5,167,025 4,172,070 The recoverability of the carrying amount of the exploration and evaluation assets is dependent on the successful development and commercial exploitation, or alternatively, sale of the respective areas of interest. The recoverable amount of development expenditure is determined as the higher of its fair value less costs to sell and its value in use. During the year ended 30 June 2024, Lode was granted Exploration Licence EL 9662 New England Antimony. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30 June 2024 LODE RESOURCES 2024 ANNUAL REPORT 29 12. TRADE AND OTHER PAYABLES 2024 $ 2023 $ CURRENT Trade payables 29,209 447,326 Sundry payables and accrued expenses 18,086 52,832 Related party payables - 7,713 Other payables 29,879 63,343 77,174 571,214 CURRENT Employee benefits 65,242 42,876 65,242 42,876 13. LEASE LIABILITY Current Lease liability 35,097 2,299 Non-current Lease liability 2,487 - 37,584 2,299 14. ISSUED CAPITAL (a) Issued and paid-up share capital 30 June 2024 30 June 2023 Number $ Number $ Ordinary shares, fully paid at 1 July 106,784,145 9,113,475 79,966,002 5,611,514 Movement in Ordinary Shares: Issued ordinary shares 17 August 2022 for $0.14(1) - - 11,661,000 1,419,657 Issued ordinary shares 2 December 2022 for $0.14 - - 357,143 50,000 Issued ordinary shares 14 February 2023 for $0.30(2) - - 14,800,000 3,219,000 Less cost of issue - - - (1,186,696) 106,784,145 9,113,475 106,784,145 9,113,475 (1) In August 2022, the Company issued 11,661,000 ordinary shares and 5,830,500 listed options for cash totalling $1,632,540 under a share placement and 2,500,000 listed options to the lead manager of the placement. The listed options are each exercisable at $0.24 to acquire one fully paid ordinary share exercisable at any time up to 25 August 2024. (2) In February 2023, the Company issued 14,800,000 ordinary shares and 4,933,333 listed options for cash totalling $4,440,000 under a share placement. The listed options are each exercisable at $0.24 to acquire one fully paid ordinary share exercisable at any time up to 25 August 2024. Terms and conditions - Shares The 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 shareholder’s meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and are fully entitled to any proceeds of liquidation. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30 June 2024 30 LODE RESOURCES 2024 ANNUAL REPORT 14. ISSUED CAPITAL (CONT.) (b) Share based payment The following unlisted options were on issue at 30 June 2024: On 8 December 2022, the Company granted 500,000 unlisted options to the Exploration Manager and 250,000 unlisted options to the Company Secretary. The options have an exercise price of $0.24, vest immediately, expire on 2 December 2024 and the fair value of the options was $38,250. The Black-Scholes formula model inputs were the Company’s share price of $0.13 at the grant date, a volatility factor of 102.17% based on historical share price performance, and a risk-free interest rate of 2.99% based on the 2-year government bond rate. On 2 February 2023, the Company granted 2,500,000 unlisted options to the Lead Manager of the Share Placement announced on 6 February 2023. The options have an exercise price of $0.40, vest immediately, expire on 14 February 2025 and the fair value of the options was $570,000. The Black-Scholes formula model inputs were the Company’s share price of $0.335 at the grant date, a volatility factor of 144.64% based on historical share price performance, and a risk-free interest rate of 3.13% based on the 3-year government bond rate. On 24 October 2023, the Company granted 500,000 unlisted options to the Exploration Manager. The options have an exercise price of $0.24, vest immediately, expire on 6 December 2025 and the fair value of the options was $27,500. The Black-Scholes formula model inputs were the Company’s share price of $0.098 at the grant date, a volatility factor of 140.20% based on historical share price performance, and a risk-free interest rate of 4.22% based on the 2-year government bond rate. The following unlisted options were on issue as at 30 June 2024. Opening Balance 1 July 2023 Number Exercise price $ Granted during the year Number Expired during the year Number Exercised during the year Number Closing Balance 30 June 2024 Number 500,000 0.30 - (500,000) - - 750,000 0.24 - - - 750,000 2,500,000 0.40 - - - 2,500,000 - 0.24 500,000 - - 500,000 The following unlisted options held by Key management personnel were on issue at 30 June 2024. On 21 October 2022, the Company granted 500,000 unlisted options to Keith Mayes and Jason Beckton Non-Executive Directors. The options have an exercise price of $0.24, vest immediately, expire on 2 December 2024 and the fair value of the options was $27,000. The Black-Scholes formula model inputs were the Company’s share price of $0.125 at the grant date, a volatility factor of 106.15% based on historical share price performance, and a risk-free interest rate of 3.62% based on the 2-year government bond rate. On 24 October 2023, the Company granted 500,000 unlisted options to Non-executive Directors. The options have an exercise price of $0.24, vest immediately, expire on 6 December 2025 and the fair value of the options was $27,500. The Black-Scholes formula model inputs were the Company’s share price of $0.098 at the grant date, a volatility factor of 140.20% based on historical share price performance, and a risk-free interest rate of 4.22% based on the 2-year government bond rate The terms and conditions of the unlisted options held by key management personnel during the year ended 30 June 2024 are as follows: Opening Balance 1 July 2023 Number Exercise price $ Granted during the year Number Expired during the year Number Exercised during the year Number Closing Balance 30 June 2024 Number 1,000,000 0.30 - (1,000,000) - - 500,000 0.24 - - - 500,000 - 0.24 500,000 - - 500,000 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30 June 2024 LODE RESOURCES 2024 ANNUAL REPORT 31 14. ISSUED CAPITAL (CONT.) The following unlisted options were on issue as at 30 June 2024: Opening Balance 1 July 2023 Number Exercise Price $ Granted during the year Number Expired during the year Number Exercised during the year Number Closing Balance 30 June 2024 Number 1,000,000 0.30 - (1,000,000) - - 500,000 0.30 - (500,000) - - 750,000 0.24 - - - 750,000 2,500,000 0.40 - - - 2,500,000 500,000 0.24 - - - 500,000 0.24 1,000,000 - - 1,000,000 The following unlisted options were on issue as at 30 June 2023: Opening Balance 1 July 2022 Number Exercise Price $ Granted during the year Number Expired during the year Number Exercised during the year Number Closing Balance 30 June 2023 Number 1,000,000 0.30 - - - 1,000,000 500,000 0.30 - - - 500,000 - 0.24 750,000 - - 750,000 - 0.40 2,500,000 - - 2,500,000 - 0.24 500,000 - - 500,000 15. RESERVES 2024 $ 2023 $ Equity based compensation reserve 952,750 1,032,750 Option premium reserve 1,433,883 1,433,883 2,386,633 2,466,633 Movement during the period Equity based compensation reserve Balance at the beginning of the year 1,032,750 135,000 Options expired during the period transferred to retained earnings (135,000) - Share based payment – vested share options 55,000 897,750 Balance at the end of year 952,750 1,032,750 Option premium reserve Balance at the beginning of the year 1,433,883 - Issue of options - 1,433,883 Balance at the end of year 1,433,883 1,433,883 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30 June 2024 32 LODE RESOURCES 2024 ANNUAL REPORT 16. LOSS PER SHARE 2024 $ 2023 $ Basic and diluted loss per share has been calculated using: Net loss for the year attributable to equity holders of the company (1,167,379) (1,115,531) Weighted average number of ordinary shares (basic and diluted) Issued ordinary shares at beginning of year 106,784,145 79,966,002 Effect of shares issued (Note 14) - 15,891,035 Weighted average ordinary shares at the end of the year 106,784,145 95,857,037 As the Company is loss making, none of the potentially dilutive securities are currently dilutive in the calculation of total earnings per share. 17. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES Cash flows from operating activities Loss for the year (1,167,379) (1,115,531) Non-cash items Depreciation / amortisation 32,529 31,228 Share based payments 55,000 65,250 Employee entitlements 22,366 9,186 Impairment exploration and evaluation 21,556 - Other expenses - 29,007 Changes in assets and liabilities Decrease/(increase) in receivables 35,280 13,934 Decrease/(increase) in other assets 3,899 (13,415) (Decrease)/Increase in payables (61,992) 13,968 Net cash used in operating activities (1,058,741) (966,373) 18. CONTINGENCIES In the opinion of the Directors, the Company did not have any contingencies at 30 June 2024 (2023: none). NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30 June 2024 LODE RESOURCES 2024 ANNUAL REPORT 33 19. CAPITAL AND LEASING COMMITMENTS The NSW Division of Resource and Geoscience requires a commitment to a work program rather than an expenditure commitment. Work programs can be varied annually. The Company has budgeted minimum work programs for each year as shown below. However, it is anticipated that early exploration success in any project will result in higher expenditures for that project. Project Name License Expiry date 2025 $ 2026 $ 2027 $ 2028 $ 2029 $ Webbs Consol EL8933 16 January 2029 102,000 102,000 102,000 102,000 102,000 Uralla EL8980 14 May 2027 155,000 155,000 155,000 - - Fender EL9003 12 October 2023 55,000 55,000 55,000 55,000 55,000 Tea Tree EL9084 11 March 2024 35,000 35,000 35,000 - - Thor EL9085 11 March 2024 38,000 38,000 38,000 - - Uralla West EL9087 12 March 2024 51,000 51,000 51,000 - - Sandon EL9319 29 October 2024 - - - - - Webbs Consol Expanded EL9454 7 September 2025 28,000 28,000 - - - New England Antimony EL9662 11 June 2027 171,000 171,000 171,000 - - Total 635,000 635,000 607,000 157,000 157,000 20. RELATED PARTIES The Company’s main related parties are: Key management personnel who comprise the Board of Directors. Other related parties include close family members of key management personnel and entities that are controlled or significantly influenced by those key management personnel or their close family members. Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. No directors have entered into a material contract with the Company and there were no material contracts involving directors’ interests existing at 30 June 2024. Key management personnel and director transactions During the years 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. Information regarding individual key management personnel’s compensation and some equity instruments disclosures as permitted by 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 567,500 500,000 Superannuation 51,425 42,000 Share based payment 27,500 27,000 Short term benefits 14,385 30,637 660,810 599,637 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30 June 2024 34 LODE RESOURCES 2024 ANNUAL REPORT 21. SHARE-BASED PAYMENTS At 30 June 2024 Lode Resources Ltd has the following sharebased payment schemes: During the year the Company has granted 500,000 unlisted options to key management personnel to acquire options over unissued ordinary shares in the Company (2023 – 500,000). The options have no voting or dividend rights. The options vested immediately on Grant Date and there are no vesting conditions attached to the options issued. Any options not exercised by the expiry date will lapse automatically. 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 Exercise price Start of the year Granted during the year Exercised during the year Forfeited during the year Balance at the end of the year Vested and exercisable at the end of the year 31 March 2021 2 July 2023 $0.30 1,000,000 - - (1,000,000) - - 21 October 2022 2 December 2024 $0.24 500,000 - - - 500,000 500,000 24 October 2024 6 December 2025 $0.24 - 500,000 - - 500,000 500,000 The weighted average remaining contractual life of options outstanding at year end was 0.093 years (2023: 0.48). The weighted average exercise price of outstanding shares at the end of the reporting period was $0.28. 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. 22. FINANCIAL RISK MANAGEMENT The Company is exposed to a variety of financial risks through its use of financial instruments. The Company‘s overall risk management plan seeks to minimise potential adverse effects due to the unpredictability of financial markets. Financial instruments used The principal financial instruments used by the Company are summarised as follows: 2024 $ 2023 $ Financial assets Held at amortised cost Cash and cash equivalents 2,277,317 4,845,931 Security deposits 315,603 245,528 Total financial assets 2,592,920 5,091,459 Financial liabilities Financial liabilities at amortised cost 150,121 553,046 Total financial liabilities 150,121 553,046 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30 June 2024 LODE RESOURCES 2024 ANNUAL REPORT 35 22. FINANCIAL RISK MANAGEMENT (CONT.) Objectives, policies and processes The Board of Directors have overall responsibility for the establishment of Lode Resource’s financial risk management framework. This includes the development of policies covering specific areas such as foreign exchange risk, interest rate risk, liquidity risk, credit risk and the use of derivatives. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. Mitigation strategies for specific risks faced are described below: Liquidity risk Liquidity risk arises from the Company’s management of working capital. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due. The Company’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities as and when they fall due. Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company. Credit risk arises from cash and cash equivalents and deposits held. The credit risk for liquid funds and other short-term financial assets is considered negligible since the counterparties are reputable banks and governmental bodies with high-quality external credit ratings. Interest rate risk The Company’s income statement is affected by changes in interest rates due to the impact of such changes on the interest income from cash and cash equivalents and interest-bearing security deposits. 23. OPERATING SEGMENTS The Company’s chief operating decision maker has considered the requirements of AASB 8, Operating Segments, and has concluded that, for the year ended 30 June 2024, the Company operated in the mineral exploration within the geographical segments of Australia with no separate reportable segment. 24. SUPERANNUATION EXPENSE Employee benefit expense includes defined contribution expense of $52,525 (2023: $42,000). NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30 June 2024 36 LODE RESOURCES 2024 ANNUAL REPORT 25. REMUNERATION OF AUDITORS During the financial year, the following fees were paid or were payable for services provided by the auditor, PKF, of the Company: 2024 $ 2023 $ Audit services 47,381 41,803 47,381 41,803 26. IMPUTATION CREDITS Imputation credits of $nil were available for distribution at 30 June 2024 (2023: $nil). 27. CONTROLLED ENTITIES Parent entity Lode Resources Ltd is an Australian incorporated company listed on the Australian Securities Exchange. Ownership Interest Wholly owned controlled entities Country of incorporation 2024 % 2023 % Lode Metals Pty Ltd Australia 100% - 28. SUBSEQUENT EVENTS Subsequent to year end, on 9 July 2024, the Company announced the appointment of Mr Jason Beckton as Lode’s Executive Director – Resource Development until now Mr Beckton was a Non-Executive Director of Lode Resources Ltd. No other matters or circumstances have arisen since the end of the financial year which significantly affected or could significantly affect the operations of the Company, the results of those operations or the state of affairs of the Company in future financial years. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30 June 2024 LODE RESOURCES 2024 ANNUAL REPORT 37 29. PARENT ENTITY DISCLOSURE For the financial year ended 30 June 2024, the parent entity of the Group was Lode Resources Ltd. Company 2024 $ Results of the parent entity Net loss (1,166,804) Other comprehensive income - Total comprehensive loss (1,166,804) Financial position of the parent entity at year end Current assets 2,296,393 Non-current assets 5,668,606 Total assets 7,964,999 Current liabilities 180,000 Non-current liabilities - Total liabilities 180,000 Net assets 7,784,999 Equity Share capital 9,113,475 Accumulated losses (3,715,109) Reserves 2,386,633 Total Equity 7,784,999 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30 June 2024 38 LODE RESOURCES 2024 ANNUAL REPORT CONSOLIDATED ENTITY DISCLOSURE STATEMENT Consolidated entity disclosure statement For the year ended 30 June 2024 Entity Name Body corporate, partnership or trust Place of incorporation / formed % of share capital held directly or indirectly by the Company in the body corporate Australian or Foreign tax resident Lode Resources Ltd Body Corporate Australia N/A Australian Lode Metals Pty Ltd Body Corporate Australia 100% Australian 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 judgement 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. LODE RESOURCES 2024 ANNUAL REPORT 39 DIRECTORS’ DECLARATION 30 June 2024 In the opinion of the directors of Lode Resources Ltd (the ‘Company’): (a) The consolidated financial statements and notes set out on pages 22 to 38, and the Remuneration Report as set out on pages 16 to 19 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 year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required under section 295A of the Corporations Act 2001 for the financial year ended 30 June 2024. 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. The consolidated entity disclosure statement presented on page 39 is in accordance with the Corporations Act 2001 and is true and correct as of 30 June 2024. Signed at Sydney this 25th day of September 2024 in accordance with a resolution of the Board of Directors: Andrew Van Heyst Edward Leschke Executive Chairman Managing Director 40 LODE RESOURCES 2024 ANNUAL REPORT INDEPENDENT AUDITOR’S REPORT ,1'(3(1'(17$8',725¶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¶GHFODUDWLRQ ,QRXURSLQLRQWKHILQDQFLDOUHSRUWRI/RGH5HVRXUFHV/WGLVLQDFFRUGDQFHZLWKWKH&RUSRUDWLRQV$FW LQFOXGLQJ L *LYLQJDWUXHDQGIDLUYLHZRIWKHFRPSDQ\¶VILQDQFLDOSRVLWLRQDVDW-XQHDQGRILWV SHUIRUPDQFHIRUWKH\HDUHQGHGRQWKDWGDWHDQG LL &RPSO\LQJZLWK$XVWUDOLDQ$FFRXQWLQJ6WDQGDUGVDQGWKH&RUSRUDWLRQV5HJXODWLRQV %DVLVIRU2SLQLRQ :HFRQGXFWHGRXUDXGLWLQDFFRUGDQFHZLWK$XVWUDOLDQ$XGLWLQJ6WDQGDUGV2XUUHVSRQVLELOLWLHVXQGHU WKRVHVWDQGDUGVDUHIXUWKHUGHVFULEHGLQWKH$XGLWRU¶V5HVSRQVLELOLWLHVIRUWKH$XGLWRIWKH)LQDQFLDO 5HSRUWVHFWLRQRIRXUUHSRUW :HEHOLHYHWKDWWKHDXGLWHYLGHQFHZHKDYHREWDLQHGLVVXIILFLHQWDQGDSSURSULDWHWRSURYLGHDEDVLVIRU RXURSLQLRQ ,QGHSHQGHQFH :HDUHLQGHSHQGHQWRIWKHFRPSDQ\LQDFFRUGDQFHZLWKWKHDXGLWRULQGHSHQGHQFHUHTXLUHPHQWVRIWKH &RUSRUDWLRQV $FW DQG WKH HWKLFDO UHTXLUHPHQWV RI WKH $FFRXQWLQJ 3URIHVVLRQDO DQG (WKLFDO 6WDQGDUGV%RDUG¶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udit & Assurance Limited Partnership is a member of PKF Global, the network of member firms of PKF International Limited, each of which is a separately owned legal entity and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm(s). Liability limited by a scheme approved under Professional Standards Legislation. 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DQRSLQLRQRQWKH5HPXQHUDWLRQ5HSRUWEDVHGRQRXUDXGLWFRQGXFWHGLQDFFRUGDQFHZLWK$XVWUDOLDQ $XGLWLQJ6WDQGDUGV 3.) 6&27772%877 3$571(5 6(37(0%(5 6<'1(<16: LODE RESOURCES 2024 ANNUAL REPORT 45 ADDITIONAL STOCK EXCHANGE INFORMATION Additional information required by the ASX Limited Listing Rules and not disclosed elsewhere in this report is set out below. The information is effective as at 31 August 2024. SECURITIES EXCHANGE The Company is listed on the Australian Securities Exchange. The Home Exchange is Sydney. SUBSTANTIAL SHAREHOLDERS The number of substantial shareholders and their associates are set out below: Shareholder Number of Shares Andrew Van Heyst 18,392,858 Edward Leschke 17,892,858 Michael Ruane 7,050,000 THE NUMBER OF HOLDERS IN EACH CLASS OF SECURITIES The total distribution of fully paid shareholders and optionholders as at 31 August 2024 was as follows: Type of security Number of holders Number of securities Ordinary shares 824 106,784,145 Options 14 4,928,572 CLASS 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 shares. Options don’t carry voting rights. DISTRIBUTION OF SHAREHOLDERS AND OPTIONHOLDERS The total distribution of fully paid shareholders and unlisted option holders was as follows: Range Total Shareholders Total Optionholders 1 - 1,000 32 - 1,001 - 5,000 119 - 5,001 - 10,000 180 - 10,001 - 100,000 360 2 100,001 and over 133 12 Total 824 14 ON MARKET BUY BACK There is no on market buy-back. ESCROWED SECURITIES As at 31 August 2024, there were escrowed securities. 46 LODE RESOURCES 2024 ANNUAL REPORT ADDITIONAL STOCK EXCHANGE INFORMATION LESS THAN MARKETABLE PARCELS On 31 August 2024, there are 131 holders of less than a marketable of 4,952 ordinary shares. TWENTY LARGEST SHAREHOLDERS As at 31 August 2024, the twenty largest quoted shareholders held 59.93% of the fully paid ordinary shares as follows: Nº Name Ordinary Shares Quantity % 1 A M Van Heyst Superannuation 18,392,858 17.22 2 Augusta Enterprises Pty Ltd17,750,001 16.62 3 One Management Investment Funds Limited 3,450,570 3.23 4 Ashabia Pty Ltd 2,784,240 2.61 5 Kenneth William Gibson & Janice Elizabeth Gibson 2,500,000 2.34 6 BNP Paribas Nominees Pty Ltd 1,923,597 1.80 7 Tyson Resources Pty Ltd 1,600,000 1.50 8 Kesli Chemicals Pty Ltd 1,593,567 1.49 9 Spiceme Capital Pty Ltd 1,500,000 1.40 10 El Aliya Pty Ltd 1,490,000 1.40 11 Xianlong Yang 1,410,000 1.32 12 MCJP Darling Enterprise Pty Ltd 1,336,432 1.25 13 Williams Northwood Pty Ltd 1,250,000 1.17 14 Peter Declan Vujanovic 1,071,304 1.00 15 One Management Investment Funds Limited 1,000,000 0.94 16 Pasagean Pty Limited 1,000,000 0.94 17 Karthikeyan Kumaran Vadivelu 1,000,000 0.94 18 Dowmardella Pty Ltd 1,000,000 0.94 19 Lonway Pty Limited 1,000,000 0.94 20 Edna Securities Pty Ltd C/- Praemium-1927-390908 940,000 0.88 TWENTY LARGEST OPTIONOLDERS As at 31 August 2024, there are no optionholder that held 20% or more of the options on issued. TENEMENTS SCHEDULE Project Location Licence Number Holder Interest % Type of Tenement Uralla NSW EL8980 Lode Resources Ltd 100 Exploration Uralla West NSW EL9087 Lode Resources Ltd 100 Exploration Webbs Consol NSW EL8933 Lode Resources Ltd 100 Exploration Webbs Consol Expanded NSW EL9454 Lode Resources Ltd 100 Exploration Fender NSW EL9003 Lode Resources Ltd 100 Exploration Tea Tree NSW EL9084 Lode Resources Ltd 100 Exploration Thor NSW EL9085 Lode Resources Ltd 100 Exploration Sandon NSW EL9319 Lode Resources Ltd 100 Exploration New England Antimony NSW EL9662 Lode Metals Pty Ltd 100 Exploration LODE RESOURCES 2024 ANNUAL REPORT 47 www.loderesources.com A.B.N. 30 637 512 415 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Members of Lode Resources Ltd will be held on Tuesday 26 November 2024 at 12 pm Australian Eastern Daylight Time (AEDT) at Level 2, Suite 201, 350 George Street Sydney NSW 2000. AGENDA ORDINARY BUSINESS Financial Reports for the Year Ended 30 June 2024 To receive and consider the Company's Annual Financial Reports, the Directors' Report and the Auditor's Report for the year ended 30 June 2024. To consider and, if thought fit, pass the following resolutions as ordinary resolutions, unless otherwise specified, with or without amendment: Resolution 1 Adoption of the Remuneration Report 'That the Remuneration Report for the year ended 30 June 2024 be and is hereby adopted.' The vote on this resolution is advisory only and does not bind the Directors. Resolution 2 Re-election of a Director 'That Jason Beckton having retired in accordance with the Company’s Constitution and the ASX Listing Rules, and being eligible, offers himself for re-election, be re-elected as a Director of the Company with immediate effect.' Resolution 3 Approval to issue Unlisted Options to Jason Beckton “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 options to Jason Beckton or his nominee on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.” Resolution 4 Additional capacity to issue securities 'That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue equity securities of up to 10% of the issued capital of the Company at the time of issue on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.' This is a special resolution requiring the approval of 75% or more of all votes cast by shareholders present and eligible to vote. To transact any other business that may be brought forward in accordance with the Company's Constitution. By order of the Board Marcelo Mora Company Secretary 18 October 2024 A.B.N. 30 637 512 415 EXPLANATORY MEMORANDUM TO THE NOTICE OF ANNUAL GENERAL MEETING This Explanatory Memorandum has been prepared to assist members to understand the business to be put to members at the Annual General Meeting of Members of Lode Resources Ltd that will be held on Tuesday, 26 November 2024 at 12 pm Australian Eastern Daylight Time (AEDT) at Level 2, Suite 201, 350 George Street Sydney NSW 2000. Financial Report The Financial Report, Directors' Report and Auditor's Report (i.e. Annual Financial Reports or Annual Report) for the Company for the year ended 30 June 2024 will be laid before the meeting. There is no requirement for shareholders to approve these reports, however, the Chairman of the meeting will allow a reasonable opportunity to ask questions including questions directed to the auditor about the conduct of the audit and the content of the Auditor's Report. The Company will not provide a hard copy of the Company’s annual financial report to shareholders unless specifically requested to do so. The Company’s annual financial report to shareholders is available on its website https://loderesources.com/reports. The Company's annual financial reports were also announced on 25 September 2024 and can be access by visting the ASX's announcement platform www.asx.com.au (ASX:LDR). Resolution 1 Adoption of Remuneration Report The Remuneration Report, which can be found as part of the Directors’ Report in the Company's 2023 Annual Report, contains certain prescribed details, sets out the policy adopted by the Board of Directors and discloses the payments to key management personnel, Directors and senior executives for the year ended 30 June 2024. In accordance with section 250R of the Corporations Act, a resolution that the Remuneration Report be adopted must be put to a vote by the shareholders. This resolution is advisory only and does not bind the Directors or the Company. Shareholders will be given a reasonable opportunity at the meeting to comment on and ask questions about the Company’s Remuneration Report. Under the Corporations Act, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution is voted against the adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. At the Company’s previous annual general meeting the votes cast against the 2023 remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting. However, in the event that 25% or more of votes that are cast are against adoption of the 2024 Remuneration Report at the meeting, shareholders should be aware that if there is a ‘no’ vote of 25% or more for the same resolution at the 2025 annual general meeting, the consequence is that it may result in the re-election of the Board. The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention. Voting Exclusion Statement The Company will disregard any votes cast on Resolution 1 by any of the following persons: Key Management Personnel (KMP) named in the Remuneration Report and Closely Related Parties of Key Management Personnel. Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise. Closely Related Party of a Key Management Personnel means a spouse or child of the personnel; a child of the personnel's spouse; a dependent of the personnel or the personnel's spouse; anyone else who is one of the personnel's family and may be expected to influence the personnel, or be influenced by the personnel, in the personel's dealing with the entity; a company the personnel controls or a person prescribed by the Corporations Regulations 2001 (Cth). However, the Company need not disregard a vote if it is: • Cast by a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions of the proxy form that specifies how the proxy is to vote on Resolution 1; or • Cast by the chair of the Meeting as proxy or attorney appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report. The Directors recommend that you vote IN FAVOUR of advisory Resolution 1. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 1. Resolution 2 Re-election of Mr Jason Beckton Mr Beckton is a professional geologist with over 30 years’ experience in exploration, project development, production and management in Australia and internationally. He has been a Non-Executive Director of the Company since September 2020. Mr Beckton commenced his career with Pancontinental and Goldfields Ltd throughout Australia in the early 1990s before moving to a senior role with Gympie Gold in 2001. Subsequently, he was Bolnisi Gold NL’s Project Manager for the Palmarejo silver-gold project in northern Mexico in 2004. The Palmarejo Mine, acquired by Coeur d’Alene Mines Corp in 2007 via its acquisition of Bolnisi in a transaction valued at US$1.1bn, had forecast annual production of 12moz Ag and 110koz Au beginning in 2009. As of 2023, the Palmarejo complex represents 64% of Coeur's silver production and 32% of its gold production. Mr Beckton also led the team at Exeter Resources Ltd in 2007 responsible for the commercial copper/gold discovery of the Caspiche Porphyry in the Maricunga Gold Copper Belt of Chile where an initial Inferred Mineral Resource was declared in September 2009 of over 1.1bn tons @ 0.94g/t AuEq, containing 33.7moz AuEq. He is currently Managing Director at ASX-listed Prospech Limited and led the Company through its IPO in 2020 to fund exploration of that Company’s gold and silver licenses in Slovakia and most recently its purchase of exploration projects in Finland. Clause 41.3 of the Company's Constitution and ASX Listing Rule 14.5 states that an entity must hold an election of directors at each annual general meeting. Andrew volunteers himself for retirement and re-election pursuant to the Company's Constitution and ASX Listing Rule 14.5. The Directors recommend that you vote IN FAVOUR of Resolution 2. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 2. Resolutions 3 Issue of unlisted options to Mr Jason Beckton For the purposes of Chapter 2E of the Corporations Act, Mr Beckton, being a Director of the Company is a related party of the Company. Resolution 3 relates to a proposed issued of options to Mr Beckton (or entities related to him or in which he has an indirect interest), which is a financial benefit that requires shareholder approval for the purposes of section 208 of the Corporations Act 2001. The Company has agreed, subject to obtaining shareholder approval to issue 1,000,000 options to Mr Beckton or his nominees. The Board considers that it is reasonable for the remuneration of Directors to have a cash component and an equity component to further align directors’ interests with those of shareholders. The Board believes that the issue of the options to Directors provides a reasonable, appropriate and cost-effective method of remunerating Directors by providing an equity-based incentive for their ongoing commitment and contribution to the Company in their roles as Directors and when required as members of a Committee. ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, the Company must not issue or agree to issue equity securities to: • a related party (ASX Listing Rule 10.11.1); • a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the Company (ASX Listing Rule 10.11.2); • a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the Company and who has nominated a Director to the Board pursuant to a relevant agreement which gives them a right or expectation to do so (ASX Listing Rule 10.11.3); • an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (ASX Listing Rule 10.11.4); or • a person whose relationship with the Company or a person referred to in ASX Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by shareholders (ASX Listing Rule 10.11.5), unless it obtains the approval of its shareholders. The proposed issue of options under Resolution 3 will be to a party who falls within ASX Listing Rule 10.11.1 and no exception in ASX Listing Rule 10.12. It, therefore, requires the approval of shareholders under ASX Listing Rule 10.11. If Resolution 3 is passed, the Company will be able to proceed with the issue of the options to the Director. If all of the options to the Director are exercised the Company will receive $150,000 in exercise monies. If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the options to the Director or his nominee and the Company will not compensate Mr Beckton in another manner or form. Details of the issue, as required by ASX Listing Rule 10.13 are as follows: Names of the allottees: Resolution 3 the options are to be issued to Jason Beckton or his nominee. The category under ASX Listing Rule 10.11: Jason Beckton is a Director of the Company and therefore falls under ASX Listing Rule 10.11.1 Remuneration package Mr Beckton receives director's fees of $75,000 per annum and no other form of remuneration. The options the subject of this resolution will provide an incentive to further align the Director's interests with those of shareholders. The number and class of securities to be issued: The options to be issued to Jason Beckton or his nominee are 1,000,000 options. Terms: The full terms and conditions of the Options to be issued under Resolution 3 are set out in Annexure “A”. Each option entitles the holder to subscribe for and be allotted one fully paid ordinary share. The options vest on the Issue Date and are exercisable at any time before the Expiry Date. Issue Date: The options will be issued no later than 1 month after the date of this Annual General Meeting and it is intended that issue will occur on the same date. Issue price: Nil, as the options are being issued as equity remuneration to the director. Exercise price: $0.15 per share. Vesting dates: Immediately following shareholder approval to issue the options. Expiry date: 36 months from the Issue Date. Use of the funds: No funds will be raised from the issue of the options. The options are issued to remunerate the director and any funds raised on exercise will be applied towards insuring Lode is well funded to continue the drilling and exploration programs at New England Fold Belt in NSW or any other projects it may be undertaking at the time and for general corporate and working capital purposes. If approval is given for the issue of the options under ASX Listing Rule 10.11, approval is not required under Listing Rule 7.1 in accordance with ASX Listing Rule 7.2 Exception 14 Voting Exclusion Statement The Company will disregard any votes cast in favour on Resolution 3 by or on behalf of • Jason Beckton or an associate of Jason Beckton or any other person who is to receive the securities and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company). However, this does not apply to a vote cast in favour of Resolution 3 by: • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. The Directors recommend that you vote IN FAVOUR of Resolution 3. The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 3. Resolution 4 Approval of additional capacity to issue securities ASX Listing Rule 7.1A enables the Company to issue equity securities up to 10% of its issued share capital through placements over a 12 month period after the AGM ('10% Placement Facility'). The 10% Placement Facility is in addition to the Company's 15% placement capacity under ASX Listing Rule 7.1. Listed entities that are not included in the S&P/ASX 300 index and with a market cap of $300 million or less are eligible to seek shareholder approval under Listing Rule 7.1A. The Company’s approximate market cap at the time of this Notice of Meeting is $10.6 million. If Resolution 4 is not passed, the Company would not be able to issue securities and it will not be able to raise funds under this 10% placement facility. If Resolution 4 is passed, The Company will be able to raise funds to the maximum of 10% of the placement facility in accordance with Listing Rule 7.1A. Resolution 4, which is a Special Resolution requiring 75% of votes cast to be in favour of the resolution, seeks shareholder approval for the Company to have the ability to issue equity securities under the 10% Placement Facility on the following terms: (a) Placement Period Shareholder approval of the 10% Placement Facility is valid from the date of the AGM and expires on the earlier of: (i) the date that is 12 months after the date of the AGM; (ii) the time and date of the Company's next AGM; or (iii) the time and date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking). (b) Equity Securities Any equity securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of equity securities of the Company which, in the Company's case, are fully paid ordinary shares. (c) Formula for calculating 10% Placement Facility. The maximum number of shares that can be issued under the 10% Placement Facility is calculated as follows: (A x D) – E Where: A is the number of fully paid ordinary shares on issue 12 months before the date of issue or agreement: (i) plus the number of fully paid ordinary shares issued in the 12 months under an exception in ASX Listing Rule 7.2 other than exception 9, 16 or 17; (ii) plus the number of fully paid ordinary shares issued in the 12 months on the conversion of convertible securities within ASX Listing Rule 7.2 exception 9 where: a. the convertible securities were issued or agreed to be issued before the commencement of the 12 month perod; or b. the issue of, or agreement to issue, the convertible securities was approved or taken under the ASX Listing Rules to have been approved under ASX Liting Rule 7.1 or ASX Listing Rule 7.4; (iii) plus the number of fully paid ordinary shares issued in the relevant period under an agreement to issue securities within ASX Listing Rule 7.2 exception 16 where: a. the agreement was entered into before the commencement of the 12 month period; or b. the agreement or issue was approved or taken under the ASX Listing Rules to have been approved under ASX Listing Rule 7.1 or ASX Listing Rule 7.4; (iv) plus the number of partly paid ordinary shares that became fully paid in the 12 months; (v) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under ASX Listing Rule 7.1 and 7.4; (vi) less the number of fully paid shares cancelled in the 12 months. D is 10%. E is the number of fully paid ordinary shares issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rules 7.1 or 7.4. (d) Minimum Issue Price The minimum issue price of equity securities issued for the purpose of ASX Listing Rule 7.1.A.3 must be not less than 75% of the volume weighted average price of equity securities in the same class calculated over the 15 trading days on which trades were recorded immediately before: (i) the date on which the price at which the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; or (ii) if the equity securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the equity securities are issued. (e) Purposes for which the funds raised by an issue of equity securities may be used The Company may issue equity securities under the 10% Placement Capacity for cash consideration only, and the Company intends to use any funds raised under such an issue for continued exploration and evaluation of the Company’s exploration projects and for general working capital. (f) Risk of Economic and Voting Dilution If Resolution 4 is approved by shareholders and the Company issues equity securities under the 10% Placement Facility, the existing shareholders' voting power in the Company will be diluted as shown in the table below. Further, there is a risk that: (i) the market price for the Company's equity securities may be significantly lower on the date of the issue of the equity securities than on the date of the AGM; and (ii) the equity securities may be issued at a price that is at a discount to the market price for the Company's equity securities on the issue date. If this Resolution 4 is not approved by shareholders then the Company will not have the flexibility of an available additional 10% capacity to issue shares under the 10% Placement Facility described in this Explanatory Memorandum. The Company not having the 10% Placement Facility will have no effect on the Company's existing ASX Listing Rule 7.1, 15% capacity. Because variable A in the formula for calculating 10% Placement Facility, and consequently the number of shares that can be issued under the 10% Placement Facility, can change during the Placement Period, the table below shows a matrix of scenarios of the potential dilution of existing shareholders as at the date of the AGM on the basis of: (i) the issue price of equity securities being the current approximate market price of fully paid ordinary shares, plus 50% and minus 50%; and (ii) the maximum number of shares that can be issued under the 10% Placement Facility in accordance with the definition of variable A in the formula for calculating 10% Placement Facility increasing by 50% and 100%. Variable A in 10% Placement Facility under ASX Listing Rule 7.1A. Voting Dilution and Placement Facility Capacity Issue Price and Funds Raised 50% Decrease in Current Approximate Market Price $0.050 Current Approximate Market Price $0.099* 50% Increase in Current Approximate Market Price $0.149 Current Variable A 106,784,145 shares 10% 10,678,145 Shares $528,582 $1,057,163 $1,585,745 50% increase in current Variable A 160,176,218 shares 10% 16,017,622 Shares $792,872 $1,585,745 $2,378,617 100% increase in current Variable A 213,568,290 shares 10% 21,356,829 shares $1,057,163 $2,114,326 $3,171,489 *The current approximate market price of $0.099 was the closing price as at 24 September 2024. The above table is based on the following assumptions: (i) There are currently 106,784,145 shares on issue and all figures in the table are calculated on an undiluted basis. (ii) The Company issues the maximum possible number of equity securities under the 10% Placement Capacity. (iii) The issue of equity securities under the 10% Placement Capacity consists only of shares. If the issue of equity securities includes quoted options, it is assumed that those quoted options are exercised into shares for the purpose of calculating the voting dilution effect on existing shareholders. (iv) The calculations above do not show the dilution that any one particular shareholder will be subject to. All shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. (v) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1. (vi) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. (g) Allocation policy The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. As there is no issue currently proposed, the identity of the allottees is not currently known and will be determined on a case-by-case basis at the time of allotment, having regard to factors including, but not limited to, the following: (i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate; (ii) the effect of the issue of the equity securities on the control of the Company; (iii) the financial situation and solvency of the Company; and (iv) advice from corporate, financial and broking advisers (if applicable). The allottees under the 10% Placement Facility have not currently been determined but may include existing substantial shareholders and/or new shareholders who are not related parties or associates of a related party of the Company. (h) Prior approval The Company obtained shareholder approval under ASX Listing Rule 7.1A at its 2023 Annual General Meeting. The Company has not issued any securities during the last months 12 months preceding the date of this Notice of Annual General Meeting. Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity). However, this does not apply to a vote cast in favour of the resolution by: • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. The Directors recommend that you vote IN FAVOUR of Resolution 4. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 4. Annexure “A” Term and Conditions of Unlisted Options 1. Entitlement and Exercise Price The Options entitle Option Holders to subscribe for 1 fully paid ordinary share in the Company for each option exercised at an exercise price of $0.15 per share. 2. Vesting and Expiry Date of the options The Options vest immediately on issue and will expire 36 months from the issue date. 3. Exercise Period The Options not exercised on or before the Expiry Date will automatically lapse. If the Option Holder has acted fraudulently, dishonestly or in breach of its obligations to the Company (as determined by the Board, acting reasonably), then the Options shall lapse upon written notification to the Option Holder. 4. Notice of Exercise The Options may be exercised at any time prior to the Expiry Date wholly or in part by delivering a duly completed form of notice of exercise together with payment of the Exercise Price for each Option being exercised to the Company. 5. Exercise Date A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds. 6. Shares issued on exercise All Shares allotted on the exercise of Options will rank equally in all respects with the Company’s then existing ordinary fully paid ordinary shares. 7. Quotation of Options The Options will be issued unlisted and the Company will not seek ASX official quotation of these options. 8. Participation in new issue The Option Holders may only participate in new issues of securities to holders of ordinary shares in the Company if their Options have been exercised and Shares allotted in respect of the Options before the record date for determining entitlements to the issue. 9. Change in Exercise Price There will be no change to the Exercise Price of the Options or the number of Shares over which an Option is exercisable in the event of the Company making a pro-rata issue of shares or other securities to the holders of ordinary shares in the Company. 10. Timing of issue of shares on exercise Within 15 Business Days after the Exercise Date, if the Company’s ordinary shares are quoted by ASX, the Company must: a. on the date that the shares are allotted pursuant to the exercise of Options, apply for quotation of all shares allotted; and b. perform such other acts or take such other actions to ensure the shares that are allotted pursuant to the exercise of the Options are quoted by the ASX and freely tradeable. 11. Reconstruction of Capital If prior to the Expiry Date there is a reorganisation of the issued capital of the Company, the rights of a holder of Options will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation. 12. Transferability Unless quoted, the Options are transferable to sophisticated investors as that term is defined under the Corporations Act 2001 (Cth). Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration. LODE RESOURCES LTD | ABN 30 637 512 415 Your proxy voting instruction must be received by 12.00 pm (AEDT) on Sunday, 24 November 2024, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting. . Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes. STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address: Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au. Lodging your Proxy Voting Form: Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/ PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas) SUBMIT YOUR PROXY LDR STEP 1 - How to vote APPOINT A PROXY: I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of LODE RESOURCES LTD, to be held at 12.00 pm (AEDT) on Tuesday, 26 November 2024 at Level 2, Suite 201, 350 George Street Sydney NSW 2000 hereby: Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. STEP 2 - Your voting direction Resolutions For Against Abstain 1 Adoption of the Remuneration Report 2 Re-election of a Director 3 Approval to issue Unlisted Options to Jason Beckton 4 Additional capacity to issue securities Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).