2 0 2 3 A n n u a l R e p o r t 1 Renascor Resources Limited 2023 Annual Report Renascor Resources Limited ABN 90 135 531 341 General information The financial statements cover Renascor Resources Limited as a Group consisting of Renascor Resources Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Renascor Resources Limited’s functional and presentation currency. Renascor Resources Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Level 5, 149 Flinders Street Adelaide SA 5000 Phone: + 61 8 8363 6989 Email: info@renascor.com.au Website: www.renascor.com.au A description of the nature of the Group’s operations and its principal activities are included in the directors’ report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 29 September 2023. The directors have the power to amend and reissue the financial statements. 2 Powering Clean EnergyTM Chairman’s letter Project overview Sustainability Ore Reserves and Mineral Resources statement Tenement schedule Directors’ report Auditor’s independence declaration Financial report Statement of profit or loss and other comprehensive income Statement of financial position Statement of changes in equity Statement of cash flows Notes to the financial statements Directors’ declaration Independent auditor’s report Shareholder information Corporate directory 4 6 8 12 14 17 38 40 41 42 43 44 45 80 81 84 inside back cover 3 Renascor Resources Limited 2023 Annual Report Chairman’s Letter Dear Shareholder, w BAM Study In the past year, we made material strides toward becoming a significant clean energy contributor by providing 100% Australian-made graphite from our flagship Siviour Battery Anode Material (BAM) Project in South Australia. We achieved several breakthroughs that confirm that the Siviour Project is both development- ready and amongst the most competitive graphite developments globally, with leading ESG credentials underpinned by our commitment to maintaining high environmental standards in supplying ethically-sourced Purified Spherical Graphite (PSG) for the growing lithium-ion battery anode sector. w Key achievements have included: Program for Environment Protection and Rehabilitation (PEPR) Approval for Siviour Mine We achieved a major milestone for the BAM Project with the approval from the South Australian Department of Energy and Mining of the PEPR for our proposed Siviour Mine and Concentrator. The approval of the PEPR, which is the second step in South Australia’s two-stage assessment process, permits Renascor to move forward with the development of the upstream portion of our proposed vertically integrated BAM Project. The PEPR approval followed a process of extensive stakeholder engagement, independent expert audits and comprehensive studies and demonstrates Renascor’s strong commitment to embedding leading ESG principles in our operations. We completed our optimised BAM Study that confirms Renascor’s capability to become a low-cost, high-value supplier of graphite for the growing lithium-ion battery anode sector. The BAM Study represents the culmination of work completed over several years and demonstrates that, by integrating the world class Siviour Graphite Deposit with an in-country downstream manufacturing facility, Renascor has a clear path to creating a competitive advantage as a low-cost producer of PSG. Importantly, the BAM Study provides the key technical foundation for advancing the BAM Project toward a final investment decision. w Offtake During the year, we continued to make progress toward commercial offtake partnerships with leading lithium-ion battery anode companies, with the announcement of a non-binding strategic cooperation agreement with Japanese anode manufacturer, Mitsubishi Chemical. Our agreement with Mitsubishi Chemical, together with our agreements with South Korean conglomerate POSCO, Chinese anode companies, Minguang New Material and Zeto, and Japan-based global trading company, Hanwa Co Ltd., provide Renascor with a solid foundation for achieving binding offtake agreements for the BAM Project. w Growth of Siviour Reserve Following the completion of the BAM Study, we announced an expanded Ore Reserve estimate for Siviour, with a Proven Reserve of 16.8Mt at 8.2% TGC for 1.4Mt of contained graphite and a total Ore Reserve of 61.6Mt at 7.0% total graphite carbon (TGC) for 4.3Mt of contained graphite. The updated Reserve estimate supports a +40-year life of mine and confirms Siviour as the largest Reserve of graphite outside of Africa and the second largest Proven Reserve of graphite globally. 4 Powering Clean EnergyTM Conceptual illustration of the planned Siviour Mine and MPP plant in Arno Bay The strength of Renascor’s position is thanks to the hard work, commitment and dedication of our growing and highly motivated team, led by Managing Director David Christensen. I would like to thank everyone who has contributed to this pivotal year for the company – my fellow Directors, our senior management team, consultants and advisers and, most importantly, our shareholders. The coming year looks set to be another transformational period for Renascor as we advance toward a final investment decision on our BAM Project and continue to build the underlying value of the company for all stakeholders. Your sincerely, Richard (Dick) Keevers, Chairman The advances achieved during the year have occurred as the demand for graphite in both its mined and processed forms continues to increase as a result of the growth of the lithium- ion battery sector and the overall transition to electrical vehicles. As the graphite market continues this shift from an industrial to a predominately battery mineral, we expect to see some volatility as the graphite supply chain adapts, but with an overall positive trajectory for graphite processed and manufactured for lithium-ion batteries. With the strong progress achieved during the year in advancing the BAM Project, we believe Renascor is favourably positioned to benefit from increased demand for our graphite. We also recognise the particular importance of our 100% Australian BAM Project as the market for graphite and other critical minerals transitions away from Chinese control over key portions of the supply chain. Policy initiatives such as the Inflation Reduction Act in the United States provide incentives that favour raw material supply chains from free trade partners like Australia, with proposed European legislation similarly favouring supply from secure jurisdictions such as Australia as alternatives to Chinese sources. The work Renascor completed in the recently completed year has further established Renascor as among the most viable alternative supply sources for graphite and provides Renascor with an important competitive advantage. 5 Renascor Resources Limited 2023 Annual Report Project overview Renascor is committed to powering the clean energy transition through the development, in Australia, of a vertically integrated graphite mine and manufacturing operation to produce sustainable and ethically- sourced battery anode material for the lithium-ion battery market. Renascor’s proposed BAM Project will combine: w w The Siviour Graphite Deposit in South Australia, the largest reported graphite Reserve outside of Africa and the second largest reported Proven Reserve globally, where Renascor intends to build a conventional mining and mineral processing (MPP) operation to produce Graphite Concentrates, and A state-of-the-art processing facility in South Australia to manufacture Purified Spherical Graphite (PSG) through Renascor’s eco- friendly purification process. The planned Graphite Concentrate operation is in the advanced stages of development, with Renascor having obtained its primary mining approvals with the award of the Program for Environment Protection and Rehabilitation and completed a Definitive Feasibility Study (DFS) level assessment in its BAM Study in August 2023. The BAM Study, which assesses the viability of integrating the Graphite Concentrate operation with a downstream operation to manufacture up to 100,000tpa of PSG, confirmed compelling economics, including a post-tax unleveraged NPV10 of A$1.5 billion and IRR of 26%. Estimated capital expenditure for the initial Graphite Concentrate operation is A$214.5 million, with the subsequent initial PSG expenditure estimated at A$394.6 million. The BAM Study estimates that Renascor can deliver a globally competitive gross operating cost for PSG of US$1,782 per tonne over the first 10 years and US$1,846 per tonne over LOM, including Graphite Concentrate operating cost of US$405 per tonne over first 10 years and US$472 per tonne over LOM. Map showing the location of the Siviour Graphite Mineral Lease and surrounding tenement boundaries. Y A W H G I H H I G H W A Y Cowell EL6911** Y A W H G I H ** Cummins Yadnarie Cleve EL6879 * EL6469 * Sivior Graphite Project Arno Bay EL6668 ** ** EL6197* EL6032 Port Neill ** Ungarra Kaolin Prospect ** EL6423 Tumby Bay REE Prospect Tumby Bay 0 25 A Y W H HIG South Australia Siviour Port Adelaide EL tenement boundary Mineral Lease (ML 6495) RNU other projects Power (transmission line) Townships Major roads Railway 6 Powering Clean EnergyTM Siviour Ore Reserve estimate as at August 2023 Reserve category Proven Probable Total Ore (Mt) 16.8 45.0 61.8 TGC (%) 8.2 6.6 7.0 Contained graphite (Mt) 1.4 3.0 4.3 Columns may not total exactly due to rounding. The Mineral Resource estimate for the Siviour Project was last updated in September 2023 and is summarised below: Resource category Measured Indicated Inferred Total Ore (Mt) 16.9 56.2 50.5 123.6 TGC (%) 8.6 6.7 6.5 6.9 Contained graphite (Mt) 1.4 3.8 3.3 8.5 Columns may not total exactly due to rounding. Siviour Mineral Resource estimate as of September 2023 reported is at a cut-off grade of 2.3% TGC. PSG operation. This phased production strategy aligns with positive feedback Renascor has received from anode manufacturers seeking to diversify supply of graphite with secure supply from low-risk mining jurisdictions. Potential offtake partners include POSCO and Mitsubishi Chemical, each of which have entered into non-binding strategic cooperation and offtake agreements with Renascor. Following completion of the BAM Study, Renascor’s next immediate steps include securing binding offtake agreements, concluding lender due diligence and commencing early contractor involvement. The Ore Reserve estimate for the Siviour deposit as announced in August 2023 of 61.8Mt @ 7.0% TGC confirms Siviour as the largest reported total Ore Reserve of graphite outside of Africa and the second largest reported Proven Reserve of graphite in the world, supporting the 40-year LOM of the BAM Project. The Australian Government, through its Critical Minerals Facility, has conditionally approved a loan facility of A$185 million for the development of the BAM Project. In addition, Renascor is progressing discussions with Export Finance Australia (EFA), the Clean Energy Finance Corporation (CEFC) and commercial lenders. Renascor has also commenced discussions with potential project partners, including potential offtakers, regarding equity investments to help further meet the BAM Project’s capital requirements. Renascor intends to commence operations with the production of Graphite Concentrates, before subsequently starting the downstream 7 Renascor Resources Limited 2023 Annual Report Sustainability Renascor is planning to produce 100% Australian-made PSG for the manufacture of lithium-ion batteries used to power electric vehicles. This will be a small but significant contribution to global efforts to reduce carbon emissions and combat climate change. PEPR approval Renascor has undertaken extensive environmental assessments to ensure the BAM Project meets all compliance, permitting and approvals requirements. During the recently completed year, Renascor received approval from the South Australian Department of Energy and Mining (DEM) for the Program for PEPR for the proposed Siviour Mine and Concentrator. Background South Australian legislation consists of a two- part assessment and approval process for mining operations, first requiring the granting of a Mineral Lease, and, secondly, the approval of a PEPR, before mining and processing operations may commence. The South Australian Minister for Energy and Mining granted a Mineral Lease for the proposed Siviour Graphite Mine and Concentrator in April 2019. The grant of the Mineral Lease followed comprehensive environmental impact studies and stakeholder engagement commencing in 2016 and detailed the conditions that were to be addressed in the PEPR. Renascor subsequently undertook further stakeholder engagement and comprehensive studies to incorporate designs and management plans to comply with conditions outlined in the Siviour Mineral Lease and submitted a proposed PEPR to DEM in September 2021. The PEPR preparation process was managed internally by Renascor and included input from external consultants, including independent expert audits to confirm that Renascor’s proposed management and operational strategies are effective to comply with the Mineral Lease conditions. Following the completion of its internal review in November 2022, DEM approved the PEPR for the proposed Siviour Graphite Mine and Concentrator. The conditions of the approved PEPR were in line with Renascor’s expectations after a period of consultation with the DEM since submission of the PEPR in September 2021. Under the terms of the PEPR, Renascor may process up to 1.65 million tonnes per annum, which would permit Renascor to produce up to 150,000 tonnes of Graphite Concentrate per year. Powering Clean EnergyTM 8 Environmental, Social and Governance (ESG) Renascor is committed to contributing to global sustainability goals and strives to embed leading ESG principles in its operations. E S G ESG FY2023 Highlights Environmental w Approval of the PEPR for the Siviour Graphite Mine and Mineral Processing operation at Arno Bay. w w w Site selection for the state-of-the-art PSG Facility in Bolivar, South Australia. Completed Climate Change Risk Assessments for the proposed mine and its associated infrastructure, the PSG Facility, and transport route. Commencement of a Life Cycle Analysis (LCA). Social w Ongoing consultation with the Traditional Owners of the lands on which we propose to operate. w w Development of Community Engagement Plans for the PSG facility, inclusive of public information sessions and community meetings. Continuing engagement with local councils and community on future employment opportunities and industry participation plans. Governance w Establishment of an ESG Committee. w w Development of a preliminary ESG Materiality Assessment and Matrix. Review of ESG performance against global standards and principles, including Equator Principles 4, International Finance Corporation Performance Standards and World Bank Environmental, Health, and Safety Guidelines. Renascor Resources Limited 2023 Annual Report 9 Environmental, Social and Governance (ESG) Environmental Renascor is committed to compliance with Australian and local laws, regulations, permits, and licenses pertaining to the protection of the environment and aspires to go beyond regulatory requirements. of the BAM Project through its lifetime and that the majority of potential impacts are known and manageable. The results of the CCRA are an initial step in helping to inform Renascor as it develops more comprehensive sustainability goals. Social Renascor is committed to effective, ongoing and transparent consultation with stakeholders directly and indirectly impacted by the Project. As part of this undertaking, Renascor is committed to being a responsible and sustainable business by ensuring its operations have a positive impact on the communities and environments where it operates. Renascor acknowledges and respect the Traditional Custodians and Elders of the land on which it operates. During the recently completed year, Renascor has continued to implement actions and activities from its Community Engagement Plan for the MPP, whilst also developing and implementing a similar plan for its PSG facility. Renascor has continued ongoing engagement with the communities of Arno Bay and the surrounding areas, where the MPP will be located, as well as the greater Bolivar area, where the PSG facility will be located. Key environmental achievements during the recently completed year include the approval of the PEPR for Siviour Graphite Mine and Mineral Processing operation at Arno Bay. Renascor also secured a site for its proposed state-of-the-art PSG facility in Bolivar, South Australia with an option-to-lease agreement with South Australian Government-owned utility SA Water. The Bolivar site is located nearby to SA Water’s Bolivar water treatment and industrial facilities, providing access to key infrastructure, including power and water, and is located along the transport corridor from the proposed Siviour mine to the shipping port of Port Adelaide. Renascor understands that climate change is critically linked to the sustainability of its business and is committed to integrating appropriate climate change mitigation and adaptation practices and ensuring climate change impacts are integrated into risk management systems across all activities. During the recently completed year, Renascor completed a Climate Change Risk Assessment (CCRA) for the BAM Project, including the proposed mine and associated infrastructure, the PSG facility and the proposed transport route. The CCRA assessed potential climate related risks or opportunities linked to operating Renascor’s assets and aligned Renascor’s practices with those defined by the Task Force on Climate-Related Financial Disclosures. The CCRA concluded that the cumulative effects of climate change do not pose a serious risk to the viability Siviour mine site, Arno bay, Eyre Peninsula Powering Clean EnergyTM 10 E S G Conceptual illustration of the planned Siviour BAM manufactiuring facility at Bolivar, South Australia compliance with these global standards, subject to ongoing expansion of its current policies and systems as Renascor transitions through development stages of the BAM Project. As part of its continuing development, Renascor is committed to the full implementation of an Environmental and Social Assessment and Management System meeting globally recognised standards. Governance Renascor has adopted the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations - 4th Edition” (ASX Recommendations). Renascor continually monitors and reviews its existing and required policies, charters, and procedures with a view to ensuring its compliance with the ASX Recommendations to the extent appropriate for Renascor. A summary of the Renascor’s ongoing corporate governance practices is set out annually in the Renascor’s Corporate Governance Statement and can be found on the Renascor’s website. Renascor established an ESG Committee during the year to oversee the development of the ESG framework, determine objectives and targets, and assess ESG performance. Renascor also conducted a comprehensive review of its ESG performance against global standards and principles specific to the mining industry, including Equator Principles 4, International Finance Corporation Performance Standards, and World Bank Environmental, Health, and Safety Guidelines. This review demonstrated Renascor Resources Limited 2023 Annual Report 11 Ore Reserves and Mineral Resources statement Annual Review of Ore Reserves and Mineral Resources In accordance with ASX Listing Rules Chapter 5, the Company has performed an annual review of all JORC-compliant Ore Reserves and Mineral Resources as at 30 June 2023. Siviour Project Tabel 1: Siviour Ore Reserve summary Classification Proven Probable Total 30 June 2023 Grade (%TGC) Tonnes (Mt) Graphite (Mt) 30 June 2022 Grade (%TGC) Tonnes (Mt) Graphite (Mt) 15.8 35.8 51.5 8.4 6.9 7.4 1.3 2.5 3.8 15.8 35.8 51.5 8.4 6.9 7.4 1.3 2.5 3.8 * Note that the Group’s Ore Reserves were subsequently updated post year end to 61.8Mt at 7.0% TGC for 4.3Mt of contained graphite (refer ASX announcement “Updated Mineral Ore Reserve Estimate for Siviour” released 24 August 2023) following the release of the BAM study in August 2023. Tabel 2: Siviour Mineral Resources summary Classification Measured Indicated Inferred Total 30 June 2023 Grade (%TGC) Tonnes (Mt) Graphite (Mt) 30 June 2022 Grade (%TGC) Tonnes (Mt) Graphite (Mt) 16.8 46.0 30.7 93.5 8.6 7.1 7.0 7.3 1.4 3.3 2.2 6.9 15.8 39.5 32.1 87.4 8.4 7.2 7.2 7.5 1.4 2.8 2.6 6.6 * Cut-off grade of 2.3% TGC ** Note that the Group’s Mineral Resources were subsequently updated post year end to 123.6Mt at 6.9% TGC for 8.5Mt of contained graphite (refer ASX announcement “Siviour Mineral Resource Increases by 25%” released 14 September 2023). Powering Clean EnergyTM 12 to the inclusion in the report of the matters based on the reviewed information in the form and context in which it appears. The information in this report which relates to Mineral Resources is based upon information compiled by Mrs Christine Standing who is a Member of the Australian Institute of Geoscientists and a Member of the Australasian Institute of Mining and Metallurgy. Mrs Standing is an employee of Snowden Optiro (Optiro Pty Ltd) and has sufficient experience relevant to the style of mineralisation, the type of deposit under consideration and to the activity undertaken to qualify as a Competent Person as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mrs Standing consents to the inclusion in the report of a summary based upon her information in the form and context in which it appears. The information in this document that relates to Ore Reserves is based on information compiled and reviewed by Mr Ben Brown, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Brown is an employee of Optima Consulting & Contracting Pty Ltd and a consultant to the Company. Mr Brown has sufficient experience relevant to the type of deposit under consideration to qualify as a Competent Person as defined by the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012 Edition). Mr Brown consents to the inclusion in the report of the matters based on the reviewed information in the form and context in which it appears. Corporate governance - Mineral Resource and Ore Reserve calculations Mineral Resources and Ore Reserves are estimated by suitably qualified consultants in accordance with the JORC Code, using industry standard techniques and internal guidelines for the estimation and reporting of Ore Reserves and Mineral Resources. These estimates and the supporting documentation are then reviewed by suitably qualified Competent Persons from the Company. All Ore Reserve estimates are prepared in conjunction with feasibility studies which consider all material factors. The Mineral Resources and Ore Reserves Statements included in the Annual Report are reviewed by suitably qualified Competent Persons from the Company prior to its inclusion. Cross referencing of the Mineral Resources announcements For more details regarding the Group’s Ore Reserves as at 30 June 2023 refer to the announcement “Siviour Now the Largest Reported Reserve of Graphite Outside of Africa “released on 21 July 2020. For more details regarding the Group’s Mineral Resources as at 30 June 2023 refer to the announcement ‘Upgrade of Siviour Mineral Resource’ released on 18 August 2022. Competent persons statements The information in this document that relates to exploration activities and exploration results is based on information compiled and reviewed by Mr G.W. McConachy who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr McConachy is a director of the Company. Mr McConachy has sufficient experience relevant to the style of mineralisation and type of deposits being considered to qualify as a Competent Person as defined by the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012 Edition). Mr McConachy consents 13 Renascor Resources Limited 2023 Annual Report Tenement schedule Interests in Tenements at 30 June 2023 Project name Tenement number District Interest owned % Siviour Project ML 6495 South Australia Dutton Bay Malbrom Lipson Cove Verran Malbrom West Cleve Hincks Outalpa Cutana Old Wartaka Witchelina Flat Hill Malbooma Railway Carnding Iron Baron EL 6032 EL 6197 EL 6423 EL 6469 EL 6668 EL 6879 EL 6911 EL 6450 EL 6451 EL 6191 EL 6403 EL 6549 EL 6585 EL 6687 EL 6698 South Australia South Australia South Australia South Australia South Australia South Australia South Australia South Australia South Australia South Australia South Australia South Australia South Australia South Australia South Australia 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Powering Clean EnergyTM 14 14 Powering Clean EnergyTM Renascor Resources Pty Ltd 2023 Annual Report 1515 Renascor Resources Limited 2023 Annual Report Directors’ report 16 Powering Clean EnergyTM Directors’ report The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘Group’) consisting of Renascor Resources Limited (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 30 June 2023. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Review of operations Company overview Renascor Resources Limited (Renascor) is an ASX-listed, South Australian-based company focused on the development of economically viable deposits containing graphite, gold, copper and other minerals. Siviour Graphite Project Renascor’s activities during the past financial year were primarily directed towards continuing to develop the Siviour Graphite Project (Siviour), summarised below. On 6 July 2022, Renascor announced results from a drill program at Siviour designed to increase the confidence and scale of the Siviour Resource. The drill results confirmed several thick intersections of high-grade graphite within the eastern portion of the Inferred Resource zone at Siviour. Renascor announced on 12 July 2022 that it had entered into an access and option agreement permitting it to explore in, and potentially purchase land over an area that includes the north-western extension of the Siviour Inferred Resource and other areas immediately along- strike of the existing Mineral Resource. The Company announced on 18 August 2022 an upgrade to the Siviour Mineral Resource estimate, with a 17% increase in the Indicated Resource and a 14% increase in the Measured and Indicated Resource, with the upgraded Mineral Resource estimate permitting and improved pit design and mining schedule for Renascor’s optimised BAM Study. On 20 September 2022, the company announced that it had executed an option-to-lease for the site of its proposed state-of-the-art Battery Anode Material facility to produce PSG. The option agreement with South Australian Government-owned utility SA Water provides Renascor with initial lease options for 40 years over the site north of Adelaide in Bolivar, South Australia. The site is about 20km from South Australia’s main shipping port at Port Adelaide and is close to SA Water’s Bolivar water treatment and industrial facilities. Renascor announced the receipt of key Program for PEPR approval on 28 November 2022 from DEM. The approval of the PEPR, which is the second step in South Australia’s two-stage assessment process, permits Renascor to move forward with the development of the upstream portion of the proposed vertically integrated BAM Project. The PEPR approval followed a process of extensive stakeholder engagement, independent expert audits and comprehensive studies and demonstrates Renascor’s strong commitment to embedding leading ESG principles in operations. On 26 April 2023, Renascor provided an update regarding the BAM Study, confirming the completion of all engineering deliverables for the upstream Mine and Concentrator, with remaining works focusing on finalising technical documentation to support project financing, detailed design, and procurement. The Company confirmed that deliverables for the downstream PSG facility had been received based on an optimised purification process, with on-going works assessing key support infrastructure. On 19 May 2023, Renascor announced that it had commenced the procurement of long-lead time items for its proposed Siviour Mine and Concentrator, the upstream portion of Renascor’s planned vertically integrated the BAM Project. This initial procurement related to upgrades in electrical infrastructure to permit the proposed Siviour Mine and Concentrator to connect with SA Power Network’s existing electricity grid connection. 17 Renascor Resources Limited 2023 Annual Report Directors’ report Other projects In addition to its activities at the Siviour Graphite Project, Renascor has maintained a strong exploration portfolio, identifying and maintaining a strong pipeline of targets for development of gold, copper, cobalt, rare earths, kaolin and other mineral assets. Corporate and financial For the year ended 30 June 2023 the profit for the Group after providing for income tax amounted to $424,716 (2022: loss of $1,496,642). To support the Group’s exploration activities and development of the Siviour Graphite Project, the Company raised $69,084,440 (after capital raising costs) via placements to institutional, professional and sophisticated investors as well as share options which were exercised during the year. On 3 March 2023, Renascor was included in the S&P/ASX 300 Index for the first time, effective prior to the open of trading on March 20, 2023. Significant changes in the state of affairs Beyond capital raising activities, there were no significant changes in the state of affairs of the Group during the financial year. Matters subsequent to the end of the financial year On 7 July 2023, Renascor announced drilling assay results confirming a major extension to the Siviour Graphite Deposit, demonstrating the continuity of widespread, high-grade graphite over an area extending over 3 kilometres immediately north of the Siviour Mineral Resource. The new drilling offers potential for a significant increase to the Siviour Mineral Resource and supports extensions to the current pit design for future expansions beyond the capacity being considered under the BAM study. The Company announced on 19 July 2023 that it had entered into a non-binding Strategic Cooperation Memorandum of Understanding (MOU) with Japanese anode material manufacturer Mitsubishi Chemical Corporation. The MOU provides for the potential purchase by Mitsubishi Chemical of Graphite Concentrates, PSG and other graphite products from the BAM Project. The MOU further provides a framework for Mitsubishi Chemical to work with Renascor to consider a commercial partnership with Renascor to help facilitate the development of the BAM Project. The results of the optimised BAM Study were released on 8 August 2023. The results confirm Renascor’s capability to become a low-cost, high-value supplier of graphite for the growing lithium-ion battery anode sector. The BAM Study represents the culmination of work completed over several years and demonstrates that, by integrating the world class Siviour Graphite Deposit with an in-country downstream manufacturing facility, Renascor has a clear path to creating a competitive advantage as a low-cost producer of PSG. Importantly, the BAM Study provides the key technical foundation for advancing the BAM Project toward a final investment decision. On 10 August 2023, Renascor announced that it has entered into a licensing agreement with Dorfner ANZAPLAN to apply a hydrofluoric acid free purification process to produce battery grade PSG at Renascor’s planned downstream manufacturing facility. The new purification process offers reduced operational risk by reducing the number of leaching stages and also enhances environmental efficiency by reducing water consumption. Renascor released an updated Mineral Ore Reserve estimate on 24 August 2023. The expanded Ore Reserve estimate includes a 13% increase in total Reserves and an 8% increase in Proven Reserves, providing additional confidence in the size and quality of the Siviour deposit as a consistent source of high-quality graphite supporting a life of mine of 40 plus years. 18 Powering Clean EnergyTM Directors’ report On 14 September 2023 Renascor announced an increase to the Siviour Mineral Resource. The results from resource expansion drilling resulted in a 25% increase to the total (Measured, Indicated and Inferred) Mineral Resource estimate to 123.6Mt at 6.9% total graphitic carbon for 8.5Mt of contained graphite, with 61% classified as Measured or Indicated. The upgraded estimate is expected to provide support for further extensions and potential optimisation to the current pit design for future capacity expansions beyond those considered in the BAM Study. No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years. Likely developments and expected results of operations The Company will continue activities in the exploration, evaluation, development and acquisition of viable projects with the objective of establishing a significant production business. Risk Management The material risks for Renascor include: Production, cost and capital estimates The ability of Renascor to achieve production targets or meet operating and capital expenditure estimates on a timely basis cannot be assured. The assets of Renascor, as any others, are subject to uncertainty and unexpected technical, geographical, metallurgical, meteorological, geological, third- party access, third party contractor, community, operational environment, funding for development, regulatory changes, or inclement weather issues, accidents or other unforeseen circumstances such as unplanned mechanical failure of plant or equipment or pandemics, such as COVID-19. Capital and operating cost estimates may be affected by modifications to plant design, inflation, fluctuations in foreign exchange rates, changes to estimates of non-fixed components, delays in commissioning and sourcing financing. Failure to achieve capital estimates, cost targets or material increases in costs could have an adverse impact on Renascor’s future cash flows, profitability, results of operations and financial condition. The development of estimates is managed by the Company using a budgeting process. Actual results are compared with budgets to identify drivers behind discrepancies which may result in updates to future estimates. Renascor has prepared a range of target cash costs for its proposed operations at the BAM Project. No assurance can be given by Renascor that such targets will be achieved. Future waves of COVID-19, the outbreak of another pandemic, or the failure to respond to pandemics (such as COVID-19) or other operational incidents within Renascor may also result in increased production costs. Unforeseen production cost increases could result in Renascor not realising its operational or development plans or such plans costing more than expected or taking longer to realise than expected. Any of these outcomes could have an adverse effect on Renascor’s financial and operational performance. Development stage The BAM Project is at the development stage. The prospects of the Company should be considered in light of the risks, expenses and difficulties frequently encountered by companies at this stage. The business of mineral exploration, project development, project commissioning and production, by its nature, contains elements of significant risk with no guarantee of success. 19 Renascor Resources Limited 2023 Annual Report Directors’ report Ultimate and continuous success of these activities is dependent on many factors and there can be no assurance that the BAM Project will be constructed or brought into commercial production. As with all new mining projects, there is an inherent risk that construction at the BAM Project may not be completed on schedule, or that the construction cost may materially exceed budget, or that significant problems in the commissioning or metallurgical processes of the plant may arise. Renascor may outsource substantial parts of the construction and commissioning of the BAM Project to third party contractors. Such contractors may not be available to perform services when required or may only be willing to do so on terms that are not acceptable to Renascor. Further, performance may be constrained or hampered by the contractor’s capacity constraints, mobilisation issues, plant, equipment and staff shortages, labour disputes, managerial failure and default or insolvency. Contractors may not comply with provisions in respect of quality, safety, environmental and land access compliance and timeliness, which may be difficult to control. In the event that a contractor underperforms or is terminated, Renascor may not be able to find a suitable replacement on satisfactory terms within time or at all. These circumstances may have a material adverse effect on development, construction, commissioning and operation of the BAM Project. Future capital requirements The future capital requirements of Renascor will depend on many factors. Renascor may require further financing in the future. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the then market price or may involve restrictive covenants which limit Renascor’s operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities. Renascor notes that it remains in discussion in respect of potential finance facilities for the BAM Project. As at the date of these financial statements, no decision has been made in respect of proceeding with any form of debt financing and there is no guarantee that any such facility will be entered into. No assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to Renascor or at all. If Renascor is unable to obtain additional financing as needed, it may be required to reduce the scope of its activities and this could have a material adverse effect on Renascor’s activities. Renascor may undertake additional offerings of securities in the future. The increase in the number of Shares issued and outstanding and the possibility of sales of such shares may have a depressive effect on the price of Shares. In addition, as a result of such additional Shares, the voting power of Renascor’s existing Shareholders will be diluted. Offtake agreements Renascor is party to non-binding offtake agreements as previously announced to ASX. There is no guarantee that such non- binding agreements will convert to binding agreement. As with all contracts, there is a risk that the offtake parties may not perform their respective obligations or may breach offtake agreements. In addition, there is a risk that an offtake party may become insolvent or may not be able to meet its future buying or equity subscription obligations under relevant offtake agreements. New projects and acquisitions Renascor will actively pursue and assess other new business opportunities in the resources sector. These new business opportunities may take the form of direct project acquisitions, joint ventures, farm-ins, acquisition of tenements / permits, and/or direct equity participation. The acquisition of projects (whether completed or not) may require the payment of monies (as a deposit and/or exclusivity fee) after only limited due diligence or prior to the completion of comprehensive due diligence. There can be no guarantee that any proposed acquisition will be completed or be successful. If the proposed 20 Powering Clean EnergyTM Directors’ report acquisition is not completed, monies advanced may not be recoverable, which may have a material adverse effect on Renascor. If an acquisition is completed, the Directors will need to reassess at that time, the funding allocated to current projects and new projects, which may result in Renascor reallocating funds from the BAM Project and/or raising additional capital (if available). Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks associated with the new project/business activities will remain. Exploration and development risks Mineral exploration and development are high- risk undertakings. There can be no assurance that exploration of the Company’s properties or any other exploration properties that may be acquired in the future will result in the discovery of an economic resource. Exploration in terrains with existing mineralisation endowments and known occurrences may slightly mitigate this risk. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited due to various issues including lack of ongoing funding, adverse government policy, geological conditions, commodity prices or other technical difficulties. The future exploration activities of Renascor may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of Renascor. The success of Renascor will also depend upon Renascor having access to sufficient development capital, being able to maintain title to its projects and obtaining all required approvals for its activities. In the event that exploration programs are unsuccessful this could lead to a diminution in the value of its projects, a reduction in the cash reserves of Renascor and possible relinquishment of part or all of its projects. Operating risk Mining operations generally involve a high degree of inherent risk and uncertainty. Such operations are subject to all the hazards and risks normally encountered in the exploration, development and production of graphite and other mineral products, including unusual and unexpected geologic formations, metallurgical recovery and other processing problems, industrial accidents, open pit wall failure, seismic activity, rock bursts, cave-ins, flooding, fire, access restrictions, interruptions, inclement or hazardous weather conditions and other conditions involved in the drilling, blasting and removal or processing of material, any of which could result in damage to, or destruction of, mines and other processing facilities, damage to life or property, environmental damage and possible legal liability. Graphite recovery Mineral recoveries are dependent upon the process that is required to liberate economic minerals and produce a saleable product and by nature contain elements of significant risk including changes in mineralogy in the ore deposit or mechanical or process issues which can result in inconsistent minerals recovery, each of which could potentially affecting the economic viability of the BAM Project. Commodity and currency price volatility Renascor’s revenues will in time be exposed to fluctuations in the prices for the minerals it produces including the price of graphite. Volatility in pricing creates revenue uncertainty and requires careful management of business performance and cashflows. Lower prices can impact operations by requiring a reassessment of the feasibility of mine plans and certain projects and initiatives. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment could potentially cause substantial delays and/or may interrupt operations, which may have a material adverse effect on Renascor’s results of operations and financial condition. 21 Renascor Resources Limited 2023 Annual Report Directors’ report The factors which affect the price for graphite and other minerals (many of which are outside the control of Renascor and its directors) include, among many other factors, manufacturing activities; inflation; the quantity of global supply in graphite as a result of the commissioning of new mines and the decommissioning of others; political developments in countries which produce and consume material quantities of graphite; the weather in these same countries; the price and availability of appropriate substitutes; advancements in technologies and the uses and potential uses of graphite, and the demand for the applications for which graphite may be used; the grade and quality of graphite produced; the use of graphite in lithium-ion batteries and the speed with which electric vehicles are adopted; and sentiment or conditions in the countries and sectors in which Renascor and its business/commercial partners sell or intend to sell their products. Given the range of factors which contribute to the price of graphite, and the fact that pricing is subject to negotiation, it is particularly difficult for Renascor to predict with any certainty the prices at which Renascor will sell its product and accordingly, investors are cautioned not to place undue reliance on any price or demand forecasts provided by Renascor or by external analysts. Movements in currency exchange rates may affect cash flows, profitability, costs and revenue. It is not possible to accurately predict future movements in exchange rates. As Renascor moves into production it will consider hedging strategies to mitigate this risk. Competition risk Renascor competes with other companies, including major mineral exploration and production companies. Some of these companies have greater financial and other resources than Renascor and, as a result, may be in a better position to compete for future business opportunities. Many of Renascor’s competitors not only explore for and produce minerals, but also carry out refining operations and other products on a worldwide basis. There can be no assurance that Renascor can compete effectively with these companies. Land access risk Land access is critical for exploration and/ or exploitation to succeed. It requires both access to the mineral rights and access to the surface rights. Minerals rights may be negotiated and acquired. In all cases the acquisition of prospective exploration and mining licences is a competitive business, in which proprietary knowledge or information is critical and the ability to negotiate satisfactory commercial arrangements with other parties is often essential. Renascor may not be successful in acquiring or obtaining the necessary licences to conduct exploration or evaluation activities. Third party risks Under state and Commonwealth legislation (as applicable), Renascor may be required to obtain the consent of and/or pay compensation to the holders of third-party interests which overlay areas within the tenements, including pastoral leases, petroleum tenure and other mining tenure in respect of exploration or mining activities on the tenements. Any delays in respect of conflicting third-party rights, obtaining necessary consents, or compensation obligations, may adversely impact Renascor’s ability to carry out exploration or mining activities within the affected areas. Environmental risk The operations and proposed activities of Renascor are subject to Australian laws and regulations concerning the environment. The costs of complying with these laws and regulations may impact the development of economically viable projects. As with most exploration projects and mining operations, Renascor’s activities are expected to have an impact on the environment, particularly if advanced exploration or field development or mining proceeds. It is Renascor’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. 22 Powering Clean EnergyTM Directors’ report The cost and complexity of complying with the applicable environmental laws and regulations may prevent Renascor from being able to develop potentially economically viable mineral deposits. Although Renascor believes that it is in compliance in all material respects with all applicable environmental laws and regulations, there are certain risks inherent to its activities, such as accidental spills, leakages or other unforeseen circumstances, which could subject Renascor to extensive liability. Government authorities may, from time to time, review the environmental bonds that are placed on permits. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of Renascor. Further, Renascor may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent Renascor from undertaking its desired activities. Renascor is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase Renascor’s cost of doing business or affect its operations in any area. There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige Renascor to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on Renascor’s business, financial condition and results of operations. Tenure and access risk Renascor’s rights in the tenements may be obtained by grant by regulatory authorities or be subject to contracts with third parties. Any third party may terminate or rescind the relevant agreement whether lawfully or not and, accordingly, Renascor may lose its rights to exclusive use of, and access to any, or all, of the tenements. Third parties may also default on their obligations under the contracts which may lead to termination of the contracts. Additionally, Renascor may not be able to access the tenements due to natural disasters or adverse weather conditions, hostilities or failure to obtain the relevant approvals and consents. Environmental regulation and performance The directors have put in place strategies and procedures to ensure that the Group manages its compliance with environmental regulations. The directors are not aware of any breaches of any applicable environmental regulations. Climate change The Group recognises the growing interest of our stakeholders in relation to the potential risks and opportunities posed to our business, and the broader sector, in response to climate change and the anticipated global transition towards a lower carbon economy. The Group is committed to playing its part in both the Australian and global communities and strives to make a positive contribution to sustainable development and the promotion of clean energy. Key climate-related risks and opportunities relevant to our business include: w w w w Communities and society expect a response from companies in relation to climate change, inaction could potentially lead to resistance or blockage of the project if there is a lack of strategy from the Group’s transition to a lower carbon economy. Current and potential future investors are increasingly focused on ESG aspects of projects giving rise to possible financial and reputational risk. The Company believe this transition into a lower carbon economy gives rise to opportunities for projects like the Siviour Project to produce Battery Anode Material as it contributes to the move towards the use of clean energy. The physical impacts of climate change including changes to weather patterns have the potential to impact upon operations. 23 Renascor Resources Limited 2023 Annual Report Directors’ report Information on Directors David Christensen Managing Director Richard (Dick) Keevers Non-Executive Chairman Experience and expertise David Christensen is an experienced mining executive, with successful experience managing exploration, mining and marketing operations. Prior to founding the Company, David served as Chief Executive Officer of Adelaide-based companies, Heathgate Resources Pty Ltd and Quasar Resource Pty Ltd. David’s experience also includes serving as President of Nuclear Fuels Corporation, a trading and marketing company. David commenced his career as an attorney in California and London offices of international law firm Latham & Watkins, where he advised on corporate finance and mergers and acquisitions. David was educated at Cornell University (BA, Economics and Classical Civilizations), the University of California, Los Angeles (JD) and the Universitá di Bologna (Fulbright Fellow). Other current directorships: None Experience and expertise Dick Keevers’ experience includes advancing multiple producing mines from discovery phase through development, including the Telfer gold and copper mine, the Phosphate Hill phosphate mine and the Baal Gammon copper mine. Dick also was a substantial shareholder of and served as an executive director for Pembroke Josephson Wright Limited, an Australian share brokerage firm. Dick has served on boards of several ASX-listed resource and industrial companies, and he is currently a non-executive director of Santana Minerals Limited. Prior to joining the Renascor board, Dick served as chairman of unlisted Eyre Peninsula Minerals Proprietary Limited (EPM) when EPM discovered the Siviour graphite deposit. Other current directorships: Santana Minerals Limited Former directorships (last 3 years): None Former directorships (last 3 years): None Interests in shares: 31,304,546 Interests in shares: 49,693,324 24 Powering Clean EnergyTM Directors’ report Stephen Bizzell Non-Executive Director Geoffrey McConachy Non-Executive Director Experience and expertise Stephen Bizzell is Chairman of boutique corporate advisory and funds management group Bizzell Capital Partners. He has over 25 years corporate finance and public company management experience in the resources sector in Australia and Canada. Stephen was previously an Executive Director of Arrow Energy from 1999 until its acquisition in 2010 by Royal Dutch Shell and PetroChina for $3.5 billion. Stephen was instrumental in Arrow’s corporate and commercial success and its growth from a junior explorer to a large integrated energy company. Stephen spent his early career in the corporate finance division of Ernst & Young and the tax division of Cooper & Lybrand and qualified as a Chartered Accountant. He is also a former director of Queensland Treasury Corporation. Other current directorships: Savannah Goldfields Limited, Armour Energy Limited, Strike Energy Limited, Maas Group Holdings Limited and Challenger Energy Group Plc. Former directorships (last 3 years): Stanmore Coal Limited (2009 to 2020) Experience and expertise Geoffrey McConachy is an accomplished geologist with over thirty years of Australian and international experience in the mining industry assessing a wide range of commodities. Prior to joining the Company, Geoffrey worked for Heathgate Resources Pty Ltd and Quasar Resources Pty Ltd, where his roles included Managing Director, Exploration. While at Heathgate and Quasar, Geoffrey led the exploration and development team in the discovery, definition and evaluation of four uranium deposits including the Four Mile deposit, for which he was co-honoured with the Prospector of the Year award from the Australian Association of Mining & Exploration Companies. His experience includes instrumental roles in the discovery of the Fosterville gold deposit in Victoria and the Potosi base metal deposit in New South Wales. Geoffrey is a fellow of the Australasian Institute of Mining and Metallurgy and a former Director of the Uranium Information Centre. Other current directorships: None Former directorships (last 3 years): None Interests in shares: 49,122,383 Interests in shares: 10,381,385 ’Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. ‘Former directorships (last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. 25 Renascor Resources Limited 2023 Annual Report Directors’ report Company secretaries Jon Colquhoun Pierre van der Merwe An experienced accountant with a broad financial and commercial background across a range of industries assisting with CFO, Non-Executive Director and company secretary roles for large private and listed companies. Jon is a Chartered Accountant and Partner of the Corporate Advisory division of HLB Mann Judd in Adelaide. Jon has extensive knowledge in corporate governance, ASX Listing Rule requirements, IPO and capital raising processes, as well as a strong technical accounting background. Jon holds a Bachelor of Commerce from the University of Adelaide, is a Registered Company Auditor and a member of Chartered Accountants Australia and New Zealand. Pierre van der Merwe is an accountant of more than 30 years’ experience with extensive knowledge in the provision of corporate secretarial and accounting services to ASX listed companies. He also has experience as CFO and was a Partner from 2004 to 2016 in HLB Mann Judd, an Australasian and International accountancy and business advisory group. During this time, he headed the Corporate Team in Adelaide which provides corporate secretarial and accounting services to a host of ASX listed companies in various industries, specialising in exploration and mining entities. Pierre was company secretary of the following ASX listed companies, amongst others: w Bondi Mining Ltd (ASX ‘BOM’) which changed its name to World Titanium Resources Ltd w Papyrus Australia Ltd (ASX ‘PPY’) w Terramin Australia Ltd (ASX ‘TZN’) during its transition from exploration to mining at its Strathalbyn site 26 Powering Clean EnergyTM Directors’ report Meetings of directors The number of meetings of the Company’s Board of Directors (‘the Board’) held during the year ended 30 June 2023, and the number of meetings attended by each director were: Full Board Audit and Risk Committee Remuneration Committee Nomination Committee ESG Committee Name Attended Held Attended Held Attended Held Attended Held Attended Held Richard Keevers David Christensen Geoffrey McConachy Stephen Bizzell 7 7 7 7 7 7 7 7 2 2* 2 2 2 2 2 2 2 1* 2 2 2 2 2 2 1 1* 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Held: represents the number of meetings held during the time the director held office. * Attendance at meeting by invitation Remuneration report (audited) The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The following persons were key management personnel of Renascor Resources Limited for the full financial year unless otherwise indicated. Name Position Terms as KPM David Christensen Managing Director 14 years 6 months Richard (Dick) Keevers Non-Executive Chairman 7 years 1 month Stephen Bizzell Non-Executive Director Geoffrey McConachy Non-Executive Director 13 years 13 years 27 Renascor Resources Limited 2023 Annual Report Directors’ report The remuneration report is set out under the following main headings: and retain high performance and high-quality personnel. w Principles used to determine the nature and amount of remuneration w Details of remuneration w Service agreements w Share based compensation w Additional information w Additional disclosures relating to key management personnel Principles used to determine the nature and amount of remuneration The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders and is considered to conform to the market best practice for the delivery of reward. The Board of Directors (‘the Board’) ensures that executive reward satisfies the following key criteria for good reward governance practices: w competitiveness and reasonableness w acceptability to shareholders w performance linkage / alignment of executive compensation with shareholders’ interests. w transparency For the majority of the reporting period, the Board carried out the functions of the Nomination and Remuneration Committees and was responsible for determining and reviewing remuneration arrangements for its directors and executives. In May 2023, the Board established a Remuneration Committee and a Nomination Committee, to assist the Board in fulfilling its governance and oversight responsibilities in relation to Remuneration and Nomination practices and policies respectively. The performance of the Group depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate The Company is undertaking a substantive review of the reward framework to ensure that remuneration arrangements enable the business to attract and retain the talent required to deliver our strategy and to ensure alignment between management reward, business performance and the delivery of value for shareholders over time. The Board, on recommendation from the Remuneration Committee moving forward, is responsible for managing: w non-executive director fees; w executive remuneration (directors and other executives); and w the over-arching executive remuneration framework and incentive plan policies. Their objective is to ensure that remuneration policies and structures are fair and competitive and aligned with the long-term interests of the Group. Relationship between remuneration and Group performance: During the financial year, the Group has generated a profit through significant interest income offset by its principal activity in developing the Siviour Graphite Project and exploration for graphite, copper, gold and other minerals within South Australia. As the Group is still in the development, exploration and evaluation stage, the link between remuneration, Group performance and shareholder wealth is sometimes tenuous. Share prices are subject to the influence of metals prices, market sentiment towards the sector and the global economy and as such increases or decreases may occur quite independent of executive performance or remuneration. In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate. 28 Powering Clean EnergyTM Directors’ report Non-executive directors’ remuneration Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors’ fees and payments are reviewed periodically by the Board. The chairman’s fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market. The chairman is not present at any discussions relating to the determination of his own remuneration. Non-executive directors do not receive any performance-based pay. ASX listing rules require the aggregate non- executive directors’ remuneration be determined periodically by a general meeting. The most recent determination was at the Annual General Meeting held on the 30th of November 2021, where the shareholders approved a maximum annual aggregate remuneration of $750,000. Retirement allowances for non-executive directors In line with guidance from the ASX Corporate Governance Council on non-executive director’s remuneration, no retirement allowances are provided for non-executive directors. Superannuation contributions required under the Australian superannuation guarantee legislation continue to be made as required and are deducted from the directors’ overall fee entitlements. Executive remuneration The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders and conforms to market practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices: w competitiveness and reasonableness; w acceptability to shareholders; w performance linkage/alignment of executive compensation with shareholders’ interests; transparency; and w w capital management. The Group has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the organisation. Alignment to shareholders’ interests: w w focuses on sustained growth in shareholder wealth; focusing the executive on key non-financial drivers of value; and w attracts and retains high calibre executives. Alignment to program participants’ interests: w w w rewards capability and experience; reflects competitive reward for contribution to growth in shareholder wealth; provides a clear structure for earning rewards; and w provides recognition for contribution. The framework provides a mix of fixed remuneration, short-term incentives and long- term incentives. For the majority of the reporting period and prior to the establishment of the Remuneration Committee in May 2023, the Board carried out the functions of the Remuneration and Nominations Committees and was responsible for reviewing and negotiating compensation arrangements of senior executives. Following the establishment of the Remuneration Committee, the Committee assesses the appropriateness of the nature and amount of remuneration of such officers on a periodic basis by relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team and makes recommendations to the Board accordingly. On recommendation from the Committee, the Board manages remuneration and incentive policies and practices and remuneration packages and other terms of employment for executive directors, other senior executives and non-executive directors. 29 Renascor Resources Limited 2023 Annual Report and are satisfied that this improvement will continue to increase shareholder wealth if maintained over the coming years. Change to Managing Director/CEO employment agreement from prior reporting period During the reporting period, Mr Christensen’s fixed base remuneration was increased from $372,000 per annum, to $464,226 per annum, exclusive of superannuation. Mr Christensen is also entitled to private health insurance as part of his total package. Voting and comments made at the Company’s 30 November 2022 Annual General Meeting (‘AGM’) At the 30 November 2022 AGM, 95.76% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2022. The Company did not receive any specific feedback at the AGM regarding its remuneration practices. Directors’ report On recommendation from the Remuneration Committee, the Board ensures that executive reward satisfies key criteria for good reward governance practices and is made up of the following reward components: w w base pay and benefits, including superannuation, set relative to market conditions; short-term performance incentives through a cash bonus determined by the Board upon recommendation by the Remuneration Committee; and w long-term incentives through the issue of share options and performance rights. The combination of these comprises the executive’s total remuneration. Base pay and benefits Base pay and benefits are structured as a total employment cost package which may be delivered as a combination of cash and prescribed non-financial benefits, at the executive’s discretion and subject to board approval. Executives are offered a competitive base pay that comprises the fixed component of pay and rewards to ensure base pay is set to reflect the market for a comparable role. Base pay for executives is reviewed periodically to ensure the executive’s pay is competitive with the market. There is no guaranteed base pay increase included in any of the executives’ contracts. Consolidated entity performance and link to remuneration Remuneration for certain individuals is directly linked to the performance of the Group. A portion of any cash bonus and incentive payments are at the discretion of the Remuneration Committee subject to approval by the Board. Refer to the “additional information” section below for details of the earnings and total shareholders return for the last five years. The Remuneration Committee is of the opinion that the results can be attributed in part to the adoption of performance-based compensation 30 Powering Clean EnergyTM Total $ 98,000 140,539 98,000 1,155,870 1,492,409 - - - - - Directors’ report Details of remuneration Amounts of remuneration Details of the remuneration of key management personnel of the Group are set out in the following tables. Short-term benefits Post-employment Long-term benefits benefits Share-based payment Non- Cash bonus monetary Superannuation $ Long service Performance NEDSP & rights director’s $ shares $ leave $ $ $ Cash salary and fees $ 98,000 127,182 93,342 2023 Non-Executive Directors: Stephen Bizzell Richard Keevers Geoffrey McConachy * Executive Director: - - - - - - - 13,357 4,658 - - - - - - David Christensen ** 466,378 174,085 49,500 28,570 37,668 399,669 784,902 174,085 49,500 46,585 37,668 399,669 * From 1 January 2023 Mr McConachy’s non-executive directors’ fees have been remunerated through payroll rather than paid via invoice a director related entity. ** Short term benefits paid to Mr Christensen includes $10,003 in annual leave entitlements paid during the year and accrued unpaid annual leave entitlements of $33,963 during the year. In addition, there was also $15,537 of private health care included within his remuneration package. Mr Christensen also accrued $37,668 in unpaid long service leave entitlements during the year. Mr Christensen was granted 1,500,000 performance rights during the year. These instruments were fair valued using a Monte Carlo Pricing Model as at grant date and a portion of the cost has been recognised during the year proportionate to the vesting period applicable to each tranche to be issued. Short-term benefits Post-employment Long-term benefits benefits Share-based payment Non- Cash bonus monetary Superannuation $ Long service Performance NEDSP & rights director’s $ shares $ leave $ $ $ Total $ Cash salary and fees $ 69,000 92,672 69,000 2022 Non-Executive Directors: Stephen Bizzell* Richard Keevers** Geoffrey McConachy* Executive Director: - - - - - - - 9,267 - 23,568 32,835 - - - - - - - - - 69,000 101,939 69,000 38,122 (108,000) 15,360 443,917 38,122 (108,000) 15,360 683,856 David Christensen*** 382,385 82,000 10,482 613,057 82,000 10,482 * From 1 January 2022 the non-executive directors fees are $98,000 per annum, including committee fees. ** From 1 January 2022 the Chair fees are $140,000 per annum. *** Short term benefits paid to Mr Christensen includes $35,768 in annual leave entitlements paid during the year. Mr Christensen also accrued $38,122 in unpaid long service leave entitlements during the year. A revaluation of Mr Christensen’s performance rights was recognised during the year as the performance rights are not expected to vest. A credit of $108,000 was recognised to employee share based payments. 31 Renascor Resources Limited 2023 Annual Report Directors’ report The proportion of remuneration linked to performance and the fixed proportion are as follows: Name Non-Executive Directors: Stephen Bizzell Richard Keevers Geoffrey McConachy Executive Director: David Christensen * ** Fixed remuneration At risk - STI At risk - LTI 2023 2022 2023 2022 2023 2022 100% 100% 100% 100% 100% 100% - - - - - - - - - 50% 83% 15% 17% 35% - - - - * During the year ended 30 June 2023 shareholders granted approval for the issue of performance rights to Mr David Christensen. Further information pertaining to the Performance Rights can be found in note 29 “Share Based Payments” and in the Share based compensation section below. The total fair value of performance-related share based bonuses granted to executives during the year was $1,342,893 (2022: $ Nil). ** During the year ended 30 June 2023 the Board approved the payment of 75% of the maximum cash bonus to Mr David Christensen as recognition of his performance during the year. The total value of cash bonuses awarded to executives for the year was $174,085 (2022: $82,000). The proportion of the cash bonus paid/payable or forfeited is as follows: Name Executive Director: David Christensen Cash bonus paid/payable Cash bonus forfeited 2023 2022 2023 2022 75% 100% 25% - Changes to the Executive Reward Framework for FY2024 reporting period In light of the evolution of the business in recent years, the Board is undertaking a substantive review of the reward framework to ensure that remuneration arrangements enable the business to attract and retain the talent required to deliver the Company’s strategy and to ensure alignment between management reward, business performance and the delivery of value for shareholders over time. This review is being undertaken by the Remuneration Committee in conjunction with an independent, external advisor and includes a substantial benchmarking review for both Executives and Non-Executives. Upon recommendation by the Committee, the Board expects to implement the revised reward framework in the FY2024 reporting period and provide further detail in the Company’s 2024 Annual Report. Service agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows: Name Title David Christensen Managing Director Term of agreement Indefinite term, subject to six-month’s notice or a termination payment of six months. Details Per annum rate of $464,226 exclusive of superannuation. In addition, David is also entitled to private health insurance. Key management personnel have no entitlement to termination payments in the event of removal for misconduct. 32 Powering Clean EnergyTM Directors’ report Share based compensation Issue of shares There were no ordinary shares issued to directors and other key management personnel as part of compensation during 30 June 2023 (2022: Nil). Options There were no options over ordinary shares issued to directors and other key management personnel as part of compensation that were outstanding as at 30 June 2023 (2022: Nil). Performance rights The terms and conditions of each tranche of performance rights granted over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows: Tranche Performance Conditions Grant date Vesting date Expiry date Fair value per Number of right at performance rights to be issued ** grant date 1 2 3 4 5 30 Nov 22 3 years from Date of Issue * 5 years from Date of Issue $0.970 150,000 30 Nov 22 3 years from Date of Issue * 5 years from Date of Issue $0.946 375,000 30 Nov 22 3 years from Date of Issue * 5 years from Date of Issue $0.899 375,000 30 Nov 22 3 years from Date of Issue * 5 years from Date of Issue $0.850 450,000 Satisfactory completion of a Definitive Feasibility Study (DFS) in relation to the Siviour Project Successful completion of foundation binding off-take agreement(s) for at least 60% of planned phase one production of primary PSG Completion of Final Investment Decision (FID) in relation to the start-up of the first phase of the Siviour Project Completion of the construction and commissioning of all plant in relation to the start-up of the first phase of the Siviour Project First commercial shipment of product 30 Nov 22 3 years from Date of Issue * 5 years from Date of Issue $0.820 150,000 * Milestone Dates for all Tranches of performance rights issued in the current year is 3 years from Date of Issue, with the capacity to be extended to 4 years from Date of Issue at the discretion of the Board. ** As at the date of this report the performance rights have not yet been issued to Mr David Christensen. Each Performance Right proposed to be granted to Mr Christensen will be eligible to convert into ordinary shares in the Company (subject to giving notice of intention to exercise within the Exercise Period, and subject to the Cap), calculated in accordance with the below formula, upon vesting. S = P / VWAP Where: ‘S’ is the number of shares eligible to be issued on conversion of Performance Rights; ‘P’ is the number of Performance Rights in respect of a particular Tranche; and ‘VWAP’ is the volume weighted average price of Shares on ASX calculated for the quarter ended 30 September of the financial year in which the relevant Performance Condition is met. It is intended that the total number of Vested Performance Rights in respect of which Mr Christensen may give notice of intention to exercise in any given financial year until the expiry of the Exercise Period (and which may therefore convert into Ordinary Shares) be capped at 250,000 per year (Cap), with any unutilised Cap from prior years able to be carried forward until the expiry of the Exercise Period (and which may therefore convert into Ordinary Shares) be capped at 250,000 per year (Cap), with any unutilised Cap from prior years able to be carried forward until the expiry of the Exercise Period, being 6 years from the Date of Issue. 33 Renascor Resources Limited 2023 Annual Report Directors’ report No performance rights over ordinary shares vested to directors and other key management personnel as part of compensation during the year ended 30 June 2023. On 3 September 2022, 6,000,000 performance rights granted to Mr Christensen on 3 September 2018 lapsed as the vesting condition, being the commencement of construction of a commercial graphite concentrate production facility was not met. The fair value of these rights at grant date was assessed as $108,000. No expense was recognised in the statement of profit or loss and other comprehensive income in relation to these instruments for the year ended 30 June 2023 as they had previously been assessed as improbable to vest and a credit was recognised in the year ended 30 June 2022. Additional information Refer to the sections below for details of the earnings and total shareholders return for the last five years: 2023 $ 2022 $ 2021 $ 2020 $ 2019 $ Profit/(Loss) for the year attributable to owners ($) 424,716 (1,496,642) (877,230) (1,072,575) (1,321,558) Increase/(decrease) in share price (%) 23% 121% 680% (52%) 5% The factors that are considered to affect total shareholders return (‘TSR’) are summarised below: Share price at financial year end (cents) Basic earnings per share (cents per share) 2023 18.5 0.2 2022 15.0 (0.1) 2021 6.8 (0.1) 2020 1.0 (0.1) 2019 2.1 (0.1) Additional disclosures relating to key management personnel Shareholding The number of shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Ordinary shares Stephen Bizzell David Christensen * Richard Keevers * Geoffrey McConachy * Exercise of options during the period. Option holding Balance at Performance rights vested the start of & exercised the year Additions Other 49,122,383 31,054,546 49,193,324 10,381,385 139,751,638 - - - - - - 250,000 500,000 - 750,000 - - - - - Balance at the end of the year 49,122,383 31,304,546 49,693,324 10,381,385 140,501,638 The number of options over ordinary shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Options over ordinary shares David Christensen Richard Keevers 34 Balance at the start of the year 250,000 500,000 750,000 Acquired Exercised Lapsed - - - (250,000) (500,000) (750,000) - - - Balance at the end of the year - - - Powering Clean EnergyTM Directors’ report Performance rights holding The number of performance rights over ordinary shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Performance rights over ordinary shares David Christensen Balance at the start of the year Granted Vested & exercised Expired/ forfeited/ other Balance at the end of the year 6,000,000 1,500,000 6,000,000 1,500,000 - - 6,000,000 1,500,000 6,000,000 1,500,000 * Performance rights granted during the current year were approved by shareholders at the 30 November 2022 AGM. As at 30 June 2023 the performance rights have not yet been issued. Details of the conditions attached to the performance rights is included above. Other transactions with key management personnel and their related parties Mr G W McConachy is director of Euro Exploration Services Pty Ltd (Euro). Euro has provided the Company with exploration services, geochemical sampling services as well as the provision of geological personnel services during the year. The services provided are based on normal commercial terms and conditions. During the financial year the Company incurred costs of $292,332 (2022: $153,019) from Euro. An amount of $3,233 (2022: $3,218) was owing to Euro at 30 June 2023. Mr G W McConachy provided the company with exploration consulting services during the year. The services provided are based on normal commercial terms and conditions. During the financial year the Company incurred costs of $68,756 (2022: $83,637) from GW McConachy & Co Pty Ltd. An amount of $9,900 (2022: $8,400) was owing to GW McConachy & Co Pty Ltd at 30 June 2023. Mr S Bizzell is a director of Bizzell Capital Partners Pty Ltd (BCP). BCP has provided corporate advisory services to the Company in relation to its capital raisings. The services provided are based on normal commercial terms and conditions. During the financial year the Company incurred corporate advisory fees from BCP of $26,858 (2022: $9,202). An amount of $16,333 of director’s fees was owing to BCP at 30 June 2023 (2022: $3,667). At 30 June 2023 a reimbursement to Mr Christensen of $12,775 was outstanding (2022: $6,928). This concludes the remuneration report, which has been audited. 35 Renascor Resources Limited 2023 Annual Report Directors’ report Shares under option At the date of this report, there were no options to acquire ordinary shares in the Company were on issue. Shares under performance rights Unissued ordinary shares of Renascor Resources Limited subject to vesting and exercise of performance rights at the date of this report are as follows: Grant date Vesting date1 Expiry date Exercise price Number of rights Vested and exercisable 30 November 2022 3 years from Date of Issue2 11 January 20233 12 January 2024 11 January 20233 12 January 2025 11 January 20233 12 January 2026 28 February 20233 1 March 2024 28 February 20233 1 March 2025 28 February 20233 1 March 2026 1 May 20233 1 May 20233 1 May 20233 1 May 2024 1 May 2025 1 May 2026 5 years from Date of Issue 12 January 2026 12 January 2026 12 January 2026 1 March 2026 1 March 2026 1 March 2026 1 May 2026 1 May 2026 1 May 2026 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 1,500,000 33,358 33,359 33,359 38,846 38,846 38,846 45,300 45,300 45,301 - - - - - - - - - - 1 Being the end of the vesting period attached to each tranche of performance rights on issue. 2 At the Board’s discretion this can be extended to 4 years from date of issue. As at the date of this report these instruments have not yet been issued. 3 These performance rights were granted during the year and issued on 10 July 2023. As at the date if this report the 1,500,000 performance rights granted to directors and other key management personnel have not yet been issued. The performance conditions attached to these performance rights have been disclosed above for the rights issues to directors and other key management personnel and in note 29 of the Financial Statements for other performance rights on issue. No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate in any dividends or share issue of the Company or of any other body corporate. 36 Powering Clean EnergyTM Directors’ report Shares issued on the exercise of performance rights There were no ordinary shares of Renascor Resources Limited issued on the exercise of performance rights during the year ended 30 June 2023 and up to the date of this report. Indemnity and insurance of officers The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Indemnity and insurance of auditor The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. Non-audit services Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 20 to the financial statements. auditor’s behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are of the opinion that the services as disclosed in note 20 to the financial statements do not compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons: w all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and w none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards. Officers of the Company who are former Directors of BDO Audit Pty Ltd There are no officers of the Company who are former Directors of BDO Audit Pty Ltd. Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors’ report. Auditor BDO Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the directors The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the David Christensen Director 29 September 2023 37 Renascor Resources Limited 2023 Annual Report Auditor’s independence declaration Tel: +61 8 7324 6000 Fax: +61 8 7324 6111 Tel: +61 8 7324 6000 www.bdo.com.au Fax: +61 8 7324 6111 www.bdo.com.au BDO Centre Level 7, 420 King William Street BDO Centre Adelaide SA 5000 Level 7, 420 King William Street GPO Box 2018 Adelaide SA 5001 Adelaide SA 5000 Australia GPO Box 2018 Adelaide SA 5001 Australia DECLARATION OF INDEPENDENCE DECLARATION OF INDEPENDENCE BY PAUL GOSNOLD BY PAUL GOSNOLD TO THE DIRECTORS OF RENASCOR RESOURCES LIMITED TO THE DIRECTORS OF RENASCOR RESOURCES LIMITED As lead auditor of Renascor Resources Limited for the year ended 30 June 2023, I declare that, to the As lead auditor of Renascor Resources Limited for the year ended 30 June 2023, I declare that, to the best of my knowledge and belief, there have been: best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in 2. No contraventions of any applicable code of professional conduct in relation to the audit. 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Renascor Resources Limited and the entities it controlled during the This declaration is in respect of Renascor Resources Limited and the entities it controlled during the year. year. relation to the audit; and relation to the audit; and Paul Gosnold Paul Gosnold Director Director BDO Audit Pty Ltd BDO Audit Pty Ltd Adelaide, 29 September 2023 Adelaide, 29 September 2023 BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of firms. Liability limited by a scheme approved under Professional Standards Legislation. BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. 38 Powering Clean EnergyTM 39 Renascor Resources Limited 2023 Annual Report Financial report 40 Powering Clean EnergyTM Financial statements for the year ended 30 June 2023 Statement of profit or loss and other comprehensive income Revenue Other income Interest revenue Total revenue Expenses Administration and consulting Depreciation and amortisation expense Employee benefits expense Office accommodation Impairment of exploration expenditure Legal fees Other expenses Total expenses Profit/ (Loss) before income tax expense Income tax expense Profit/ (Loss) after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Basic earnings per share Diluted earnings per share Note Consolidated 2023 $ 255 4 2,967,011 2,967,266 2022 $ - 6,093 6,093 (872,505) (575,552) (11,074) (4,388) 5 (1,292,480) (454,948) (30,597) (30,596) (23,531) (198,898) (4,434) (12,115) 6 (307,929) (226,238) (2,542,550) (1,502,735) 424,716 (1,496,642) 7 - - 424,716 (1,496,642) - - 424,716 (1,496,642) Cents Cents 0.2 0.2 (0.1) (0.1) 28 28 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 41 Renascor Resources Limited 2023 Annual Report Financial statements for the year ended 30 June 2023 Statement of financial position as at 30 June 2023 Assets Current assets Cash balance Other receivables Financial assets Prepayments Total current assets Non-current assets Other receivables Property, plant and equipment Exploration and evaluation Development asset Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Provisions Total current liabilities Non-current liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Total equity Consolidated 2023 $ 2022 $ Note 8 9 8 9 10 11 12 13 14 14 15 16 89,270,091 74,035,061 2,091,236 441,106 40,000,000 - 128,710 19,891 131,490,037 74,496,058 45,000 45,000 38,395 11,738 1,496,007 1,458,671 35,898,362 21,457,620 37,477,764 22,973,029 168,967,801 97,469,087 2,483,385 1,046,426 273,934 144,653 2,757,319 1,191,079 10,150 10,150 2,743 2,743 2,767,469 1,193,822 166,200,332 96,275,265 183,825,034 114,601,254 415,911 139,340 (18,040,613) (18,465,329) 166,200,332 96,275,265 The above statement of financial position should be read in conjunction with the accompanying notes 42 Powering Clean EnergyTM Financial statements for the year ended 30 June 2023 Statement of changes in equity for the year ended 30 June 2023 Share-based Contributed equity payments Share option Accumulated losses reserve reserve Total equity Consolidated $ $ $ $ $ Balance at 1 July 2021 51,903,152 108,000 139,340 (16,968,687) 35,181,805 Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Performance rights vested (note 29) - - - - - - - (108,000) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 15) 62,698,102 Balance at 30 June 2022 114,601,254 Consolidated Balance at 1 July 2022 Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year $ 114,601,254 - - - Fair value of options exercised during the year 139,340 - - $ - - - - - Performance rights granted (note 29) - 415,911 Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 15) 69,084,440 - Balance at 30 June 2023 183,825,034 415,911 - - - - - (1,496,642) (1,496,642) - - (1,496,642) (1,496,642) - (108,000) - 62,698,102 139,340 (18,465,329) 96,275,265 $ $ $ 139,340 (18,465,329) 96,275,265 - - - 424,716 424,716 - - 424,716 424,716 (139,340) - - - - - - 415,911 - 69,084,440 (18,040,613) 166,200,332 The above statement of changes in equity should be read in conjunction with the accompanying notes 43 Renascor Resources Limited 2023 Annual Report Financial statements for the year ended 30 June 2023 Statement of cash flows for the year ended 30 June 2023 Cash flows from operating activities Payments to suppliers and employees Receipts/(payments) of GST Interest received Consolidated 2023 $ 2022 $ Note (1,617,216) (1,394,221) 331,532 414,090 1,615,260 6,093 Net cash from/ (used in) operating activities 27 329,576 (974,038) Cash flows from investing activities Receipts from farm-in Proceeds from sale of property, plant and equipment Payments for property, plant and equipment Payments for exploration and evaluation Payments for development assets Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares Proceeds from exercise of options Share issue transaction costs Net cash from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year - 50,000 255 - (35,097) (6,567) (49,523) (48,532) (14,093,418) (4,542,348) (14,177,783) (4,547,447) 70,000,000 65,913,368 2,608,972 - (3,525,735) (3,630,623) 69,083,237 62,282,745 55,235,030 56,761,260 74,035,061 17,273,801 Cash and cash equivalents at the end of the financial year 8 129,270,091 74,035,061 The above statement of cash flows should be read in conjunction with the accompanying notes 44 Powering Clean EnergyTM Notes to the financial statements 30 June 2023 1. Significant accounting policies The principal accounting policies adopted in the preparation of the financial statements are set out either in the respective notes or below. These policies have been consistently applied to all the years presented, unless otherwise stated. Adoption of the new and revised accounting standards There are no new and revised accounting standards issued or issued but not yet effective which are expected to have a material impact on the financial statements. Recently issued accounting standards to be applied in future accounting periods There are no new significant accounting standards or amendments that have not been early adopted for the year ended 30 June 2023 but will be applicable to the Group in future reporting periods. Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’). Historical cost convention The financial statements have been prepared under the historical cost convention, except for, where applicable financial assets and liabilities at fair value through profit or loss. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 24. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Renascor Resources Limited (‘Company’ or ‘parent entity’) as at 30 June 2023 and the results of all subsidiaries for the year then ended. Renascor Resources Limited and its subsidiaries together are referred to in these financial statements as the ‘Group’. Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non- controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. 45 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 1. Significant accounting policies continued Revenue recognition The Group recognises revenue as follows: Interest Refer to note 4. Other revenue Other revenue is recognised when it is received or when the right to receive payment is established. Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. Impairment of non-financial assets Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in- use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific 46 to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Goods and Services Tax (‘GST’) and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Provisions Provisions for legal claims are recognised when: the Group has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. The Group has obligations to restore and rehabilitate certain areas where drilling has occurred on exploration tenements. These obligations are currently being met as the drilling is completed and as such no provision has been recognised. Powering Clean EnergyTM Accordingly, management currently identifies the Group as having only one reportable segment, being the development of the Siviour Graphite Project and the exploration for graphite, copper, gold, uranium and other minerals in Australia. There have been no changes in the operating segments during the year. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole. Accounting policy for operating segments Operating segments are presented using the ‘management approach’, where the information presented is on the same basis as the internal reports provided to the CODM. The CODM is responsible for the allocation of resources to operating segments and assessing their performance. 2. Critical accounting judgements, estimates and assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes referenced below) within the next financial year. Share based payment transactions – note 29 Exploration and evaluation costs – note 11 Development assets – note 12 Operating segments The Group has identified its operating segments based on the internal reports that reviewed and used by the Managing Director (Chief Operating Decision Maker ‘CODM’) and the board of directors in assessing performance determining the allocation of resources. The Group is managed primarily on a geographic basis, that is, the location of the respective areas of interest (tenements) in Australia. Operating segments are determined on the basis of financial information reported to the board which is at the consolidated level. The Group does not have any products or services it derives revenue from. 3. 47 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 4. Interest revenue Interest revenue Accounting policy for interest Consolidated 2023 $ 2,967,011 2,967,011 2022 $ 6,093 6,093 Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Interest on cash at bank and cash at call is recognised over time based on the maturity term of the deposit held at the applicable interest rate on the account. 5. Employee benefits expense Employee benefits expense Employee share based payment expense Defined contribution superannuation expense Employee benefits expense capitalised Consolidated 2023 $ 2022 $ 2,468,686 1,182,736 415,911 (108,000) 155,607 71,296 (1,747,724) (691,084) 1,292,480 454,948 Employee share based payment expense comprises of Performance Rights granted to Mr David Christensen and other employees during the year. Further information pertaining to the Performance Rights can be found in note 29 “Share Based Payments”. Included in the totals above is the employee benefits expenditure that has been capitalised as part of Development assets (note 12). The total amount of employee benefits expenditure capitalised in the year ended 30 June 2023 is $1,747,724 (2022: $691,084). The total amount remunerated to employees during the year is $2,624,293 (2022: $1,254,032). 48 Powering Clean EnergyTM 6. Other expenses Business development and marketing Investor and public relations Travel Other expenses 7. Income tax expense Numerical reconciliation of income tax expense and tax at the statutory rate Loss before income tax expense Tax at the statutory tax rate of 30% (2022: 25%) Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Impairment of assets Share based payments Entertainment Current year temporary differences not recognised Income tax expense Consolidated 2023 $ 2022 $ 118,271 136,500 107,960 38,211 43,487 51,447 5,410 32,881 307,929 226,238 Consolidated 2023 $ 2022 $ 424,716 (1,496,642) 127,415 (374,161) 4,500 415,911 2,520 49,725 99,998 - 550,346 (224,438) (550,346) 224,438 - - The Group has tax losses arising in Australia of $36,144,334 (2022: $31,291,084) that may be available and may be offset against future taxable profits. In addition, these tax losses can only be utilised in the future if the continuity of ownership test is passed, or if failing that, the same business test is passed. The Group had nil franking credits in its franking account at 30 June 2023 (2022: Nil). No deferred tax liability has been recognised for expenditure pertaining to exploration and evaluation and development assets. The amount of $3,818,273 is fully offset by the company’s deferred tax assets (2022: $5,667,205). 49 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 7. Income tax expense continued Accounting policy for income tax The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: w When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or w When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Renascor Resources Limited (the ‘head entity’) and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the ‘separate taxpayer within group’ approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group. In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity. R & D Tax Incentives R&D tax incentives are considered more akin to government grants because they are not conditional upon earning taxable income and the Group accounts for any R&D Tax incentives received as government grants under AASB 120 Accounting for Government Grants and Disclosure of Government Assistance. 50 Powering Clean EnergyTM 8. Cash balances Current assets Cash on hand Cash at bank Cash at call Total cash balances Reconciliation of cash and cash equivalents to the statement of cash flows Cash balances Financial assets (term deposits) Cash and cash equivalents per statement of cash flows Cash at call accounts are interest bearing attracting market interest rates. Accounting policy for cash and cash equivalents Consolidated 2023 $ 2022 $ 350 100 411,677 245,190 88,858,064 73,789,771 89,270,091 74,035,061 89,270,091 74,035,061 40,000,000 - 129,270,091 74,035,061 Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash with no significant costs associated with withdrawing funds prior to maturity and which are subject to an insignificant risk of changes in value. The carrying amount for cash and cash equivalents equals the fair value. Accounting policy for financial assets Term deposits with original maturities greater than 3 months are held at amortised cost, being the initial cash investment with the financial institution. 51 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 9. Other receivables Current assets GST refundable Sundry receivables Research and development tax concession Non-current assets Other receivables – Exploration bonds Consolidated 2023 $ 2022 $ 98,974 324,577 1,358,783 633,479 18,348 98,181 2,091,236 441,106 45,000 45,000 2,136,236 486,106 Environmental bonds receivable represents security for rehabilitation for exploration activities in the South Australia as per the Group’s Exploration program for Environment Protection and Rehabilitation (E-PEPR) for various project areas pursuant to the Mining Act 1971. Of these funds, $25,000 of the bonds are held by the South Australian Department for Energy and Mining, and $20,000 is held as a term deposit by the Group as security for a bank guarantee with the South Australian Department for Energy and Mining. Allowance for expected credit losses The Group has recognised a loss of $Nil (2022: $Nil) in profit or loss in respect of the expected credit losses for the year ended 30 June 2023. Accounting policy for trade and other receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days. The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. Other receivables are recognised at amortised cost, less any allowance for expected credit losses. 52 Powering Clean EnergyTM 10. Property, plant and equipment Non-current assets Computer equipment Less: Accumulated depreciation Office equipment Less: Accumulated depreciation Consolidated 2023 $ 2022 $ 43,470 34,298 (10,477) (25,299) 32,993 6,013 (611) 5,402 8,999 7,764 (5,025) 2,739 38,395 11,738 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Consolidated Balance at 30 June 2021 Additions Depreciation expense Balance at 30 June 2022 Additions Depreciation expense Balance at 30 June 2023 Computer equipment $ Office equipment $ Total $ 9,559 6,567 3,979 - (1,240) (4,388) 2,739 5,570 11,738 37,731 (2,907) (11,074) 5,580 6,567 (3,148) 8,999 32,161 (8,167) 32,993 5,402 38,395 All items disposed in the current period had been fully depreciated prior to disposal, with $Nil written down value. Accounting policy for property, plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. The cost of an item of plant and equipment also includes the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. 53 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 10. Property, plant and equipment continued Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows: Computer equipment Office equipment 1-3 years 3-10 years The deprecation rates have not changed from the financial year ended 30 June 2022. The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. 11. Exploration and evaluation Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Consolidated Balance at 30 June 2021 Expenditure during the year Receipts from farm-in Impairment Balance at 30 June 2022 Expenditure during the year Receipts from farm-in Impairment Balance at 30 June 2023 Tenements $ Total $ 1,659,037 1,659,037 48,532 48,532 (50,000) (50,000) (198,898) (198,898) 1,458,671 1,458,671 48,676 (6,840) (4,500) 48,676 (6,840) (4,500) 1,496,007 1,496,007 During the reporting period expenditure relating to relinquished tenements was impaired totaling $4,500 (2022: $198,898). No other impairment indicators were identified in accordance with AASB 6 –Exploration for and Evaluation of Mineral Resources. A further $19,031 (2022: $Nil) of exploration related expenditure was expensed direct to profit and loss. Accounting policy for exploration and evaluation assets Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale, or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable Mineral Resources and Ore Reserves. Where a project or an area of interest has been relinquished, the expenditure incurred to date is impaired. Any subsequent costs incurred in relation to the area of interest are expensed directly to the Statement of Profit or Loss and Other Comprehensive Income. 54 Powering Clean EnergyTM 11. Exploration and evaluation continued Exploration and evaluation expenditure comprises of net direct costs and includes an appropriate portion of related salaries & wages expenditure associated with each area of interest for work performed. During the financial year the Group has not allocated any employee costs to the exploration expenditure for the year (2022: $Nil). Key judgement, estimates and assumptions – impairment of exploration and evaluation assets The future recoverability of capitalised exploration and evaluation expenditure is dependent on several factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale or joint venture. Factors that could impact the future recoverability include the level of Ore Reserves and Mineral Resources, future technological changes, which could impact the cost of mining, future legislative changes, and changes to commodity prices and exchange rates. To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made. In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent it is determined in the future that this capitalised expenditure should be written off, profits and net assets will be reduced in the relevant reporting period in which this determination is made. The determination of JORC Resources is itself an estimation process that involves varying degrees of uncertainty depending on how the Mineral Resources (i.e., measured, indicated, or inferred) and Ore Reserves (i.e. Proven or probable) are classified. The estimates directly impact when the Group capitalises exploration and evaluation expenditure. The capitalisation policy requires management to make certain estimates and assumptions as to future events and circumstances, in particular, the assessment of whether economic quantities of Ore Reserves will be found. Any such estimates and assumptions may change as new information becomes available. The recoverable amount of capitalised expenditure relating to undeveloped mining projects can be particularly sensitive to variations in key estimates and assumptions. If variation in key estimates or assumptions has a negative impact on recoverable amount it could result in a requirement for impairment. 12. Development asset Non-current assets Siviour project - at cost Consolidated 2023 $ 2022 $ 35,898,362 21,457,620 55 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 12. Development asset continued Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Consolidated Balance at 30 June 2021 Expenditure during the year Research and Development Tax Incentive Balance at 30 June 2022 Expenditure during the year Research and Development Tax Incentive Balance at 30 June 2023 Accounting policy for development assets Siviour Project Mine Development $ Total $ 17,060,233 17,060,233 4,495,568 4,495,568 (98,181) (98,181) 21,457,620 21,457,620 15,074,221 15,074,221 (633,479) (633,479) 35,898,362 35,898,362 Expenditure is transferred from ‘Exploration and evaluation assets’ to ‘Development asset’ have been assessed to be commercially feasible and support future development of the property, the costs are transferred to ‘development assets’. An impairment assessment is undertaken on the date assets are transferred using the recoverable amount of the Cash Generating Units (CGU) that included the transferred development asset based on estimated present value of the future cash flows expected to be derived from the CGU (value in use). Impairment is recognised if the recoverable amount of the CGU is estimated to be lower than its carrying amount. All expenditure incurred prior to commencement of production from each development property is carried forward to the extent to which recoupment out of future revenue from the sale of production, or from the sale of the property, is reasonably assured. When further development expenditure is incurred in respect of a mine property after commencement of production, such expenditure is carried forward as part of the cost of the mine property only when future economic benefits are reasonably assured, otherwise the expenditure is classified as part of the cost of production and expensed as incurred. Such capitalised development expenditure is added to the total carrying value of development assets being amortised. Development asset expenditure comprises of net direct costs and includes an appropriate portion of related salaries & wages expenditure associated with each area of interest. During the financial year the Group has allocated internal personnel costs of $1,747,724 to the development asset for the year (2022: $691,084). Key judgement, estimates and assumptions – impairment of development asset The development asset had been assessed for impairment. In determining the recoverable amount of the asset, estimates, were made to determine the present value of future cashflows. These estimates require significant management judgments and assumptions and are subject to risk and uncertainty that may be beyond the control of the Group. These assessments require the use of estimates and assumptions such as ore reserves, future production, commodity prices, discount rates, exchange rates, operating costs, sustaining capital costs, any future development cost necessary to produce the reserves (including the magnitude and timing of cash flows) and operating performance. 56 Powering Clean EnergyTM 12. Development asset continued Some other factors considered in management’s assessment as to whether there existed any indicators of impairment at the CGUs include: w Operational and financial performance of the CGUs; w Potential to extend mine life across all CGUs; w The current and forecast graphite price environment; and w Acquisitions complementing the existing CGUs of the Group. In addition, the Group monitors impairment indicators by considering the impact of the above judgements and assumptions on the valuation of CGUs through periodic updates to its business valuation models. Such assumptions are subject to variation as a result of changes in future economic and operational conditions. Consequently, the carrying value of the Group’s CGUs may differ in future years if assumptions made do not eventuate and actual outcomes are less favourable than present assumptions. The main estimates and assumptions used are those within the August-23 Siviour Battery Anode Material Study including the below: w The Siviour integrated project has a 40-year LOM, w Uses the Mineral Resource estimate reported on 18 August 2022 (total 93.5Mt @7.3% with 2.3% cut-off grade) and Ore Reserve estimate reported on 21 July 2020 (total 51.1Mt @7.4%), subsequently increased post year end, w The study is a staged development with annual production capacity of 75ktpa during stage 1 for Graphite concentrate, doubled to 150ktpa upon completion of stage 2. Further downstream processing to occurred at the PSG plant, with annual production capacity of 50ktpa during stage 1 for PSG, doubled to 100ktpa upon completion of stage 2, w Pricing for graphite concentrate, PSG and fines products are based on the latest internal forecasts taking into account expected demand and supply, benchmarked with external sources of information, w Flat foreign exchange rate of 0.68 USD to 1 AUD over the LOM, and w a discount rate 10% has been used for financial modelling. Price risk The Group is exposed to price risk from the commodity graphite. The demand for, and the price of, commodities are highly dependent on a variety of factors, including international supply and demand, the price and availability of substitutes, technological advances, actions taken by governments and global economic and political developments. Given the Group’s main activities, which are focused on the development of the Siviour Graphite Project, a fall in the price of graphite may result in a reduction in the recoverable amount of the Siviour Project Development Asset and an impairment may need to be recognised. Foreign exchange risk The Group is exposed to foreign exchange (FX) risk as the commodity graphite is sold in foreign currency, generally US Dollars (USD), however operating and capital costs are largely in Australian dollars (AUD). A change in the USD:AUD exchange rate may result in a reduction in the recoverable amount of the Siviour Project Development Asset and an impairment may need to be recognised. The Company has considered the above market conditions and changes to these estimates and is satisfied that there is no impairment to the carrying value of the development asset. 57 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 13. Trade and other payables Current liabilities Trade and other payables Sundry creditor and accrued expenses Consolidated 2023 $ 2022 $ 756,283 860,268 1,727,102 186,158 2,483,385 1,046,426 Accounting policy for trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. 14. Provisions Current liabilities Annual leave Long service leave Non-current liabilities Long service leave Consolidated 2023 $ 2022 $ 106,708 23,588 167,226 121,065 273,934 144,653 10,150 2,743 284,084 147,396 Movements in provisions Movements in each class of provision during the current financial year, are set out below: Annual Leave $ Long Service Leave $ Total $ 23,588 132,710 (49,590) 123,808 53,568 147,396 186,278 - (49,590) 106,708 177,376 284,084 Consolidated 2023 Carrying amount at the start of the year Additional provisions recognised Payments Carrying amount at the end of the year 58 Powering Clean EnergyTM 14. Provisions continued Accounting policy for provisions These provisions represent a present obligation as a result of past events, where it is probable that an outflow of resources will be required to settle the obligation. The current portion of this liability includes all accrued annual leave and the unconditional entitlements to long service leave where employees have completed the required period of service, including pro-rata elements. However, based on past experience, the Group does not expect all employees to take the full amount of accrued leave or require payment within twelve months. Notwithstanding the classification of annual leave as a long-term employee benefit, the related obligations are presented as current liabilities in the balance sheet as the Group does not have an unconditional right to defer settlement for at least twelve months after the reporting date, regardless of when actual settlement is expected to occur. Accounting policy for employee benefits Short-term employee benefits Liabilities for accumulating leave entitlements that are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. All other short-term employee benefit obligations are presented as payables. Other long-term employee benefit obligations The liabilities for long service leave are not expected to be settled within twelve months after the end of the period in which the employees render the related service. They are therefore recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided up to the reporting date. Consideration is given to future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. 59 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 15. Issued Capital 2023 (a) Issued and paid up capital Fully paid ordinary shares (b) Movements in fully paid shares Opening Balance Share placements Exercise of options Transaction costs arising on share issues, net of tax Balance as at 30 June 2023 2022 (a) Issued and paid up capital Fully paid ordinary shares (b) Movements in fully paid shares Opening Balance Share placements Share purchase plan Issue of shares as consideration for directors’ fees Issue of shares to consultant as payment for services Exercise of options Transaction costs arising on share issues, net of tax Shares $ 2,539,407,498 183,825,034 2,154,413,438 114,601,254 254,545,455 70,000,000 130,448,605 2,748,312 - (3,524,532) 2,539,407,498 183,825,034 Shares $ 2,154,413,438 114,601,254 1,878,711,652 51,903,152 241,209,268 65,126,502 564,837 152,505 677,339 15,360 1,471,754 400,000 31,778,588 635,567 - (3,631,832) Balance as at 30 June 2022 2,154,413,438 114,601,254 60 Powering Clean EnergyTM 15. Issued Capital continued Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Share buy-back There is no current on-market share buy-back. Accounting policy for issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Capital risk management The Group’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents. In order to maintain or adjust the capital structure, the Group may adjust the return capital to shareholders, issue new shares or sell assets to reduce debt. The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current Company’s share price at the time of the investment. The Group is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies. The Group is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year. The Group is not currently subject to any financing arrangements covenants. When the group is subject to financing arrangements covenants, meeting them is the priority in all capital risk management decisions. There have been no events of default on financing arrangements during the financial year or in the past. The capital risk management policy remains unchanged from the 30 June 2022 Annual Report. 61 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 16. Reserves Share option reserve Share based payments reserve Share option reserve Consolidated 2023 $ 2022 $ - 139,340 415,911 - 415,911 139,340 The reserve is used to recognise the value of option instruments provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services. Share based payments reserve The reserve is used to recognise the value of equity benefits, in the form of performance rights, provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services. Movements in reserves Movements in each class of reserve during the current and previous financial year are set out below: Reserves reconciliation Consolidated Balance at 30 June 2021 Performance rights - revaluation * Balance at 30 June 2022 Exercise of options ** Performance rights - granted Performance rights – lapsed * Balance at 30 June 2023 Options reserve $ Share based payments $ Note Total $ 139,340 108,000 247,340 - (108,000) (108,000) 139,340 (139,340) - - 139,340 (139,340) - - - 415,911 415,911 - - 415,911 415,911 29 * The performance rights which expired and lapsed in September 2022 were not expected to vest, as such they were revalued to $Nil in the year ended 30 June 2022. ** Options exercised for weighted average price of $0.02 per share option. The 20,000,000 exercised options issued to consultants in December 2020 for services provided for assistance with the capital raise had a fair value of $139,340. During the period there were also 130,448,605 share options exercised, including 750,000 to directors, for an exercise price of $0.02 which were attached to the Ordinary shares issued as part of the December 2020 capital raise. These were not share based payments and have no attributable fair value within the reserve. 62 Powering Clean EnergyTM 16. Reserves continued Share based payments reserve reconciliation Consolidated Balance at 30 June 2021 Lapsed * Balance at 30 June 2022 Granted Lapsed * Balance at 30 June 2023 Number of performance rights Weighted average Value** exercise price 6,000,000 108,000 - (108,000) 6,000,000 - 1,852,515 415,911 (6,000,000) - 1,852,515 415,911 $Nil $Nil $Nil $Nil $Nil $Nil * The performance rights which expired and lapsed in September 2022 were not expected to vest, as such they were revalued to $Nil in the year ended 30 June 2022. ** Refer to note 29 Share based payments for details on fair value attributable to performance rights. 17. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. 18. Financial instruments Financial risk management objectives The Group’s activities expose it to a variety of financial risks: market risk (including price risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The board is responsible for managing the Group’s finance facilities. The Group does not currently undertake hedging of any kind and is not directly exposed to currency risk. The Group holds the following financial instruments: Financial assets at amortised cost Cash and cash equivalents Other receivables Financial assets Total financial assets Financial liabilities at amortised cost Trade and other payables Sundry creditors & accrued expenses Total financial liabilities at amortised cost Consolidated 2023 $ 2022 $ 89,270,091 74,035,061 2,136,236 486,106 40,000,000 - 131,406,327 74,521,167 756,283 860,270 1,727,102 186,158 2,483,385 1,046,428 63 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 18. Financial instruments continued Market risk Price risk The Group is not exposed to any significant price risk from its financial instruments. Interest rate risk As at 30 June 2023 and 30 June 2022, the Group had no borrowings. At the reporting date, the Group is only exposed to changes in market interest rates through its bank deposits, which are subject to variable interest rates. The following table illustrates the sensitivity of the net result for the year and equity to a reasonably possible change in interest rates of +1.0% and -1.0% (2022: +0.5%/-0.5%), with effect from the beginning of the year. These changes are considered to be reasonably possible based on observation of current market conditions. The calculations are based on the average cash and cash equivalents held for each reporting period. All other variables are held constant. Consolidated - 2023 Basis points Effect on profit before tax change Effect on equity Basis points change Effect on profit before tax Effect on equity Cash and cash equivalents 100 1,048,734 1,048,734 (100) (1,048,734) (1,048,734) Basis points increase Basis points decrease Consolidated - 2022 Cash and cash equivalents 50 370,175 370,175 (50) (370,175) (370,175) Credit risk Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with a minimum rating of ‘A’ are accepted. The majority of cash and cash equivalents is held with a single financial institution. Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group does not hold any collateral to mitigate this risk. The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information that is available. Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1 year. The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates: Cash and cash equivalents including all deposits Minimum rating of A 64 Consolidated 2023 $ 2022 $ 129,270,091 74,035,061 Powering Clean EnergyTM 18. Financial instruments continued Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and close out market positions. At the end of each reporting period the Group held cash and deposits at call of $89,270,091 (2022: $74,036,061) that are expected to readily generate cash inflows for managing liquidity risk. In addition, the Group held $40,000,000 (2022: $Nil) of term deposits at the bank with a term greater than 3 months but less than 12 months which could also be utilised to manage liquidity risk The Group has sufficient funds to finance its current corporate, development and exploration activities and to allow for reasonable contingencies. Remaining contractual maturities The following tables detail the Group’s remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the Statement of financial position. Consolidated - 2023 Non-derivatives Non-interest bearing Trade payables Other payables Total non-derivatives Consolidated - 2022 Non-derivatives Non-interest bearing Trade payables Other payables Total non-derivatives Weighted average interest rate % 1 year or less $ Between 1 & 2 years $ Between 2 & 5 years $ Over 5 years $ Remaining contractual maturities $ - - - - 756,283 1,727,102 2,483,385 860,270 186,158 1,046,428 - - - - - - - - - - - - - - - - - - 756,283 1,727,102 2,483,385 860,270 186,158 1,046,428 The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above. Fair value of financial instruments Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. 65 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 19. Key management personnel disclosures Compensation The aggregate compensation made to directors and other members of key management personnel of the Group is set out below: Short-term employee benefits Post-employment benefits Long-term benefits Performance rights NEDSP & director’s shares Consolidated 2023 $ 2022 $ 1,008,487 705,539 46,585 37,668 32,835 38,122 399,669 (108,000) - 15,360 1,492,409 683,856 Details of the remuneration of each director of the Company and each of the other key management personnel of the Group, including their personally related entities, are set out in the remuneration report. Other transactions with key management personnel Mr G W McConachy is director of Euro Exploration Services Pty Ltd (Euro). Euro has provided the Company with exploration services, geochemical sampling services as well as the provision of geological personnel services during the year. The services provided are based on normal commercial terms and conditions. During the financial year the Company incurred costs of $292,332 (2022: $153,019) from Euro. An amount of $3,233 (2022: $3,218) was owing to Euro at 30 June 2023. Mr G W McConachy provided the Company with exploration consulting services during the year. The services provided are based on normal commercial terms and conditions. During the financial year the Company incurred costs of $68,756 (2022: $83,637) from GW McConachy & Co Pty Ltd. An amount of $9,900 (2022: $8,400) was owing to GW McConachy & Co Pty Ltd at 30 June 2023. Mr S Bizzell is a director of Bizzell Capital Partners Pty Ltd (BCP). BCP has provided corporate advisory services to the Company in relation to its capital raisings. The services provided are based on normal commercial terms and conditions. During the financial year the Company incurred corporate advisory fees from BCP of $26,858 (2022: $9,202). An amount of $16,333 of director’s fees was owing to BCP at 30 June 2023 (2022: $3,667). At 30 June 2023 a reimbursement to Mr Christensen of $12,775 was outstanding (2022: $6,928). 66 Powering Clean EnergyTM 20. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by BDO Audit Pty Ltd, the auditor of the Company: Audit services - BDO Audit Pty Ltd Audit or review of the financial statements Other services Amounts paid/payable to a related practice of the auditor for tax compliance for the entity or any entity in the Group Consolidated 2023 $ 2022 $ 45,200 36,500 7,659 3,714 52,859 40,214 21. Contingent liabilities The Group has previously entered into Asset Sale Agreements with Hiltaba Gold Pty Ltd for EL5856 (previously EL4707). Under each agreement, the company has granted a 1% royalty of the Net Smelter Return. The timing and amount of any financial effect relating to these agreements are dependent on the successful exploration and subsequent exploitation of the associated tenements. 67 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 22. Commitments Exploration and mining lease commitments In order to maintain current rights to tenure to exploration tenements, the Group is required to perform minimum exploration work to meet the minimum expenditure requirements specified by various State governments. These amounts are subject to renegotiation when application for a mining lease is made and at other times. These amounts, which are not provided for in the financial report and are expected to be capitalised as incurred but not recognised as liabilities, are as follows: Commitments in relation to exploration and mining leases held at the end of each reporting period but not recognised as liabilities, payable: Within one year One to five years Greater than five years Consolidated 2023 $ 2022 $ 1,090,972 1,130,868 989,316 267,333 24,247 - 2,104,535 1,398,201 To keep tenements in good standing, work programs should meet certain minimum expenditure requirements. If the minimum expenditure requirements are not met, the Company has the option to negotiate new terms or relinquish the tenements. The Company also has the ability to meet expenditure requirements by joint venture or farm-in agreements. Operating lease commitments The office lease for 36 North Terrace, Kent Town expired on 30 November 2013. The company continued to occupy the office with rent payable monthly in advance on a month to month basis during the year. Subsequent to period end, Renascor have relocated its office premises and entered to a new lease arrangement for the new premises. 68 Powering Clean EnergyTM 23. Related party transactions Parent entity Renascor Resources Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in note 25. Key management personnel Disclosures relating to key management personnel are set out in note 19 and the remuneration report included in the directors’ report. Transactions with related parties There were no transactions with related parties during the current and previous financial year, aside from those set out in note 19. Receivable from and payable to related parties There were no trade receivables from or trade payables to related parties at the current and previous reporting date, aside from those set out in note 19. Loans to/from related parties There were no loans to or from related parties at the current and previous reporting date. 69 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 24. Parent entity information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Profit/ (Loss) after income tax Total comprehensive income Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Options reserve Performance rights reserve Accumulated losses Total equity Parent 2023 $ 2022 $ 424,716 (1,471,625) 424,716 (1,471,625) Parent 2023 $ 2022 $ 131,489,937 74,495,958 168,967,801 97,469,087 2,757,319 1,191,079 2,767,469 1,193,822 183,825,034 114,601,254 - 139,340 415,911 - (18,040,613) (18,465,329) 166,200,332 96,275,265 Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2023. Contingent liabilities The Group has previously entered into Asset Sale Agreements with Hiltaba Gold Pty Ltd for EL5856 (previously EL4707). Under each agreement, the company has granted a 1% royalty of the Net Smelter Return. The timing and amount of any financial effect relating to these agreements are dependent on the successful exploration and subsequent exploitation of the associated tenements. Capital commitments - Property, plant and equipment The parent entity had no capital commitments for property, plant and equipment as at 30 June 2023. Significant accounting policies The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 1, except for the following: w Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. w Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment. 70 Powering Clean EnergyTM 25. Interests in subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1: Name Kulripa Uranium Pty Ltd Astra Resources Pty Ltd Sol Jar Property Pty Ltd Eyre Peninsula Minerals Pty Ltd Ausmin Development Pty Ltd Principal place of business/ Country of incorporation Australia Australia Australia Australia Australia Ownership interest 2023 % 100.00 100.00 100.00 100.00 100.00 2022 % 100.00 100.00 100.00 100.00 100.00 71 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 26. Events after the reporting period On 7 July 2023, Renascor announced drilling assay results confirming a major extension to the Siviour Graphite Deposit, demonstrating the continuity of widespread, high-grade graphite over an area extending over 3 kilometres immediately north of the Siviour Mineral Resource. The new drilling offers potential for a significant increase to the Siviour Mineral Resource and supports extensions to the current pit design for future expansions beyond the capacity being considered under the BAM study. The Company announced on 19 July 2023 that it had entered into a non-binding Strategic Cooperation Memorandum of Understanding (MOU) with Japanese anode material manufacturer Mitsubishi Chemical Corporation. The MOU provides for the potential purchase by Mitsubishi Chemical of Graphite Concentrates, PSG and other graphite products from the BAM Project. The MOU further provides a framework for Mitsubishi Chemical to work with Renascor to consider a commercial partnership with Renascor to help facilitate the development of the BAM Project. The results of the optimised BAM Study were released on 8 August 2023. The results confirm Renascor’s capability to become a low-cost, high-value supplier of graphite for the growing lithium-ion battery anode sector. The BAM Study represents the culmination of work completed over several years and demonstrates that, by integrating the world class Siviour Graphite Deposit with an in-country downstream manufacturing facility, Renascor has a clear path to creating a competitive advantage as a low-cost producer of PSG. Importantly, the BAM Study provides the key technical foundation for advancing the BAM Project toward a final investment decision. On 10 August 2023, Renascor announced that it has entered into a licensing agreement with Dorfner ANZAPLAN to apply a hydrofluoric acid free purification process to produce battery grade PSG at Renascor’s planned downstream manufacturing facility. The new purification process offers reduced operational risk by reducing the number of leaching stages and also enhances environmental efficiency by reducing water consumption. Renascor released an updated Mineral Ore Reserve estimate on 24 August 2023. The expanded Ore Reserve estimate includes a 13% increase in total Reserves and an 8% increase in Proven Reserves, providing additional confidence in the size and quality of the Siviour deposit as a consistent source of high-quality graphite supporting a life of mine of 40 plus years. On 14 September 2023 Renascor announced an increase to the Siviour Mineral Resource. The results from resource expansion drilling resulted in a 25% increase to the total (Measured, Indicated and Inferred) Mineral Resource estimate to 123.6Mt at 6.9% total graphitic carbon for 8.5Mt of contained graphite, with 61% classified as Measured or Indicated. The upgraded estimate is expected to provide support for further extensions and potential optimisation to the current pit design for future capacity expansions beyond those considered in the BAM Study. No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years. 72 Powering Clean EnergyTM 27. Reconciliation of cashflows from operating activities Profit/(Loss) after income tax expense for the year Adjustments for: Depreciation and amortisation Impairment of tenements Share based payments Revaluation of performance rights Cash flows from sale of property, plant & equipment Change in operating assets and liabilities: Increase/(decrease) in provisions Increase/(decrease) in trade and other payables (Increase)/decrease in other receivables (Increase)/decrease in other operating assets Net cash received/ (used) in operating activities Consolidated 2023 $ 2022 $ 424,716 (1,496,642) 11,074 4,388 4,500 198,898 415,911 - - (108,000) (255) - 387,718 46,070 144,737 620,558 (1,001,913) (286,723) (56,912) 47,413 329,576 (974,038) 73 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 28. Earnings per share Profit/(Loss) after income tax Basic earnings per share Diluted earnings per share Consolidated 2023 $ 2022 $ 424,716 (1,496,642) Cents Cents 0.2 0.2 (0.1) (0.1) Number Number Weighted average number of ordinary shares used in calculating basic earnings per share 2,369,539,586 1,932,584,840 Weighted average number of ordinary shares used in calculating diluted earnings per share 2,371,392,101 1,932,584,840 131,128,686 options and 6,000,000 performance rights on issue were considered anti-dilutive as the Group was loss making for the year ended 30 June 2022. In the year ended 30 June 2023, the Group generated a profit and nil dilutive options and 1,852,515 dilutive performance rights were included for the weighted average number of ordinary shares for the diluted earnings per share calculation. Accounting policy for earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Renascor Resources Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. 74 Powering Clean EnergyTM 29. Share based payments Directors and executives share based payments Commencing 1 May 2020 Mr Christensen received payment for 90% of his directors fees, with 10% of his fees withheld by the Company to be paid via the issue of share capital subject to shareholder approval. The shares relating to the remuneration for the period 1 October 2021 to 30 June 2022 were issued the year ended 30 June 2022 following shareholder approval at the 2021 AGM totalling $15,360. No director’s remuneration was paid via issuance of shares in the current year. There are no options that have been granted to directors and employees as part of their remuneration (2022: Nil). Share based payments to consultants During the period the amount of the equity settled share based payment recognised in the current period in respect of shares issued to consultants was $Nil (2022: $400,000). There were no options granted during the year as consideration for capital raising services provided (2022: $Nil). Performance rights granted to directors and employees As at 30 June 2023 the Group maintained a Performance Share Plan for employee, director and consultant remuneration. There were 1,500,000 performance rights (2022: Nil) granted to directors and 352,515 performance rights (2022: Nil) granted to employees as remuneration during the year. At the Annual General Meeting held on 30 November 2022 Shareholders of the Company granted approval for the issue of performance rights to Mr David Christensen. During the year the Group also granted some employees performance rights under the Performance Share Plan. Details of these performance rights are outlined on the following page: 75 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 29. Share based payments continued 2023 Performance Rights granted** Grant date Fair value per Right at grant date Vesting criteria Directors 150,000 30 Nov 22*** $0.970 375,000 30 Nov 22*** $0.946 Satisfactory completion of a Definitive Feasibility Study (DFS) in relation to the Siviour Project Successful completion of foundation binding off-take agreement(s) for at least 60% of planned phase one production of primary PSG Last vesting date Expiry upon vesting 3 years from 5 years from Date of Issue* Date of Issue 3 years from 5 years from Date of Issue* Date of Issue 375,000 30 Nov 22*** $0.899 450,000 30 Nov 22*** $0.850 Completion of Final Investment Decision (FID) in relation to the start-up of the first phase of the Siviour Project 3 years from 5 years from Date of Issue* Date of Issue Completion of the construction and commissioning of all plant in relation to the start-up of the first phase of the Siviour Project 3 years from Date of Issue* Date of Issue 5years from 150,000 30 Nov 22*** $0.820 First commercial shipment of product 3 years from 5 years from Date of Issue* Date of Issue Employees 33,358 33,359 33,359 38,846 38,846 38,846 45,300 45,300 45,301 11 Jan 23**** $0.266 1 years’ service from grant date 12 Jan 24 12 Jan 26 11 Jan 23**** $0.266 2 years’ service from grant date 12 Jan 25 12 Jan 26 11 Jan 23**** $0.266 3 years’ service from grant date 12 Jan 26 12 Jan 26 28 Feb 23**** $0.245 1 years’ service from grant date 1 Mar 24 1 Mar 26 28 Feb 23**** $0.245 2 years’ service from grant date 1 Mar 25 1 Mar 26 28 Feb 23**** $0.245 3 years’ service from grant date 1 Mar 26 1 Mar 26 1 May 23**** $0.212 1 years’ service from grant date 1 May 24 1 May 26 1 May 23**** $0.212 2 years’ service from grant date 1 May 25 1 May 26 1 May 23**** $0.212 3 years’ service from grant date 1 May 26 1 May 26 76 Powering Clean EnergyTM 29. Share based payments continued * Milestone Dates for all Tranches of performance rights issued in the current year is 3 years from Date of Issue, with the capacity to be extended to 4 years from Date of Issue at the discretion of the Board. ** Each Performance Right proposed to be granted to the Managing Director will be eligible to convert into ordinary shares in the Company (subject to giving notice of intention to exercise within the Exercise Period, and subject to the Cap), calculated in accordance with the below formula, upon vesting. S = P / VWAP where: • ‘S’ is the number of shares eligible to be issued on conversion of Performance Rights; • ‘P’ is the number of Performance Rights in respect of a particular Tranche; and • ‘VWAP’ is the volume weighted average price of Shares on ASX calculated for the quarter ended 30 September of the financial year in which the relevant Performance Condition is met. It is intended that the total number of Vested Performance Rights in respect of which Mr Christensen may give notice of intention to exercise in any given financial year until the expiry of the Exercise Period (and which may therefore convert into Ordinary Shares) be capped at 250,000 per year (Cap), with any unutilised Cap from prior years able to be carried forward until the expiry of the Exercise Period, being 6 years from the Date of Issue. Performance rights issued to employees are convertible 1:1 for ordinary shares subject the achievement of service condition. *** Performance rights granted to the Managing Director have not yet been issued. **** Performance rights granted to employees during the year were issued on 10 July 2023. During the period, the remaining 6,000,000 performance rights on issue that were approved at the 3 September 2018 Extraordinary General Meeting for the Managing Director did not meet the non-market vesting criteria, being the commencement of construction of a commercial graphite concentrate production facility and as a result lapsed in September 2022. In the year ended 30 June 2022, it was assessed that it was improbable that this remaining tranche (Tranche B) of the performance rights would vest and credit of $108,000 was recognised. No change was made to this re-assessment in 2023. The table below outlines the summary of inputs used in the fair value calculation for the performance rights issued under the performance share plan: Valuation inputs at grant date for performance rights Directors Employees Directors 2023 2022 Exercise price Performance right life Underlying share price at grant date Expected share price volatility (weighted average) * Risk free interest rate ** Fair value at grant date (weighted average) Contractual life (weighted average) Nil Nil Nil 1 - 6 years 1 - 3 years 5 years $0.350 N/A 3.1 - 3.4% $0.895 6 years $0.212 - $0.266 $0.018 N/A N/A $0.238 2 years N/A N/A $0.018 5 years * Where applicable, the expected volatility has been based on the evaluation of the historical volatility of the Company’s share price, particularly over the historical period commensurate with the expected performance right life. ** Where applicable, this is based on high quality government bonds sourced from the Reserve Bank of Australia which reflect the period commensurate with the performance right life. 77 Renascor Resources Limited 2023 Annual Report Notes to the financial statements 30 June 2023 29. Share based payments continued Key judgement, estimate and assumptions - fair value of performance rights granted: The assessed fair value at grant date of performance rights is allotted equally over the period from grant date to vesting date. The fair value of performance rights with vesting conditions were independently determined using a Monte Carlo pricing model. This takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradable nature of the option (if applicable including exercising restrictions), the share price at grant date, expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. For those performance rights issued where only a service condition exists the share price at grant date is the fair value at grant date. Historical volatility of a group of comparable companies has been the basis of determining expected share price volatility, as it is assumed that this is indicative of future movements. No adjustment has been made to the life of the performance rights based on no past history regarding expected exercise or any variation of the expiry date. Accordingly, the expected life of the performance rights has been taken to the full period of time from grant date to expiry date, which may fail to eventuate in the future. The valuation model input also assumes no dividend yield on the Performance Shares. Accounting policy for share based payments Share-based compensation benefits are provided to directors, employees and consultants through the form of share based compensation, whereby the identified parties render services in exchange for shares, options or performance rights over shares (‘equity-settled transactions’). The cost of these equity-settled transactions is measured by reference to the fair value at the date at which they are granted. The fair value of share options and performance rights is determined using an appropriate pricing model on grant date methodology depending on the nature of the option or performance rights terms as noted above. Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied. Non-market vesting conditions are included in assumptions about the number of options and performance rights that are expected to vest and become exercisable. At each reporting date, the entity revises its estimates of the number of options and performance rights that are expected to vest and become exercisable. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant parties become fully entitled to the award (‘vesting date’). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects: (i) the extent to which the vesting period has expired, and (ii) the number of awards that, in the opinion of the Directors of the Group, will ultimately vest. This opinion is formed based on the best available information at reporting date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. 78 Powering Clean EnergyTM 29. Share based payments continued Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification. Upon the exercise of options and performance rights, the balance of the share-based payments reserve relating to those options and performance rights is transferred to share capital. If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. 79 Renascor Resources Limited 2023 Annual Report Directors’ declaration 30 June 2023 In the directors’ opinion: w the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; w the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements; w the attached financial statements and notes give a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance for the financial year ended on that date; and w there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the directors David Christensen Director 29 September 2023 80 Powering Clean EnergyTM Independent auditor’s report 30 June 2023 Tel: +61 8 7324 6000 Fax: +61 8 7324 6111 www.bdo.com.au Tel: +61 8 7324 6000 Fax: +61 8 7324 6111 www.bdo.com.au INDEPENDENT AUDITOR'S REPORT BDO Centre Level 7, 420 King William Street Adelaide SA 5000 GPO Box 2018 Adelaide SA 5001 Australia BDO Centre Level 7, 420 King William Street Adelaide SA 5000 GPO Box 2018 Adelaide SA 5001 Australia TO THE MEMBERS OF RENASCOR RESOURCES LIMITED INDEPENDENT AUDITOR'S REPORT Report on the Audit of the Financial Report TO THE MEMBERS OF RENASCOR RESOURCES LIMITED Opinion We have audited the financial report of Renascor Resources Limited (the Company) and its subsidiaries Report on the Audit of the Financial Report (the Group), which comprises the consolidated statement of financial position as at 30 June 2023, the Opinion consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes We have audited the financial report of Renascor Resources Limited (the Company) and its subsidiaries to the financial report, including a summary of significant accounting policies and the directors’ (the Group), which comprises the consolidated statement of financial position as at 30 June 2023, the declaration. consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes In our opinion the accompanying financial report of the Group, is in accordance with the Corporations to the financial report, including a summary of significant accounting policies and the directors’ Act 2001, including: declaration. Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its (i) In our opinion the accompanying financial report of the Group, is in accordance with the Corporations financial performance for the year ended on that date; and Act 2001, including: (ii) (i) Basis for opinion Complying with Australian Accounting Standards and the Corporations Regulations 2001. Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its financial performance for the year ended on that date; and We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under Complying with Australian Accounting Standards and the Corporations Regulations 2001. (ii) those standards are further described in the Auditor’s responsibilities for the audit of the Financial Basis for opinion Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) those standards are further described in the Auditor’s responsibilities for the audit of the Financial that are relevant to our audit of the financial report in Australia. We have also fulfilled our other Report section of our report. We are independent of the Group in accordance with the Corporations ethical responsibilities in accordance with the Code. Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) We confirm that the independence declaration required by the Corporations Act 2001, which has been that are relevant to our audit of the financial report in Australia. We have also fulfilled our other given to the directors of the Company, would be in the same terms if given to the directors as at the ethical responsibilities in accordance with the Code. time of this auditor’s report. We confirm that the independence declaration required by the Corporations Act 2001, which has been We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis given to the directors of the Company, would be in the same terms if given to the directors as at the for our opinion. time of this auditor’s report. Key audit matters We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis Key audit matters are those matters that, in our professional judgement, were of most significance in for our opinion. our audit of the financial report of the current period. These matters were addressed in the context of Key audit matters our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. 81 Renascor Resources Limited 2023 Annual Report Independent auditor’s report 30 June 2023 Recoverability of development assets KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN OUR AUDIT Refer to note 12 in the financial report. Our procedures, amongst others, included: As at 30 June 2023, the Group has recognised a significant balance of • Assessing the value-in-use calculation prepared by management including the appropriateness of significant judgements and development assets. data used; The carrying value of the development asset is required to be assessed for impairment indicators on an annual basis. This requires significant judgement to be applied by management, and as a result was considered to a key matter to the • Evaluating whether judgements made in selecting the method, significant assumptions and data for developing the discounted cash flow model gave rise to indicators of possible bias; • Evaluating the reasonableness of disclosures made in the financial report, including those regarding significant assumptions, considering the requirements of Australian audit. Accounting Standards. Other information The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2023, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. 82 Powering Clean EnergyTM Independent auditor’s report 30 June 2023 Auditor’s responsibilities for the audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 27 to 35 of the directors’ report for the year ended 30 June 2023. In our opinion, the Remuneration Report of Renascor Resources Limited, for the year ended 30 June 2023, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. BDO Audit Pty Ltd Paul Gosnold Director Adelaide, 29 September 2023 83 Renascor Resources Limited 2023 Annual Report Shareholder information 30 June 2023 The shareholder information set out below was applicable as at 19 September 2023. Distribution of equitable securities Analysis of number of equitable security holders by size of holding: Ordinary shares 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Holding less than a marketable parcel Equity security holders Twenty largest quoted equity security holders: Ordinary shares J P Morgan Nominees Australia Pty Limited Renascor Pty Ltd * Mr Richard Edward Keevers Citicorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited BNP Paribas Nominees Pty Ltd Acf Clearstream BNP Paribas Noms Pty Ltd Sarwell Pty Ltd BNP Paribas Nominees Pty Ltd David Christensen Washington H Soul Pattinson And Company Limited Mr Adam Andrew Macdougall Mr Kenneth Graham Miller TSMB Pty Ltd Mrs Tracey Ann Mezzino Superhero Securities Limited Rise Capital Pty Ltd Mr Timothy John Nixon Binney & Mrs Dianne Pamela Binney Brazil Farming Pty Ltd Alacorp Investments Pty Ltd * Not associated with Renascor Resources Limited. 84 Number of holders Shares on issue % of total shares on issue 195 4,446 3,556 9,856 38,776 14,890,339 28,652,272 374,996,369 3,197 2,120,829,742 21,250 2,539,407,498 3,623 9,995,385 0.92 20.92 16.73 46.38 15.04 100.00 17.05 Number held % of total shares on issue 70,490,861 47,000,000 44,282,842 40,703,962 39,148,873 38,622,447 34,814,686 31,350,000 24,727,938 23,251,150 18,253,592 17,875,000 13,420,503 11,317,197 10,750,000 10,484,493 9,900,000 9,000,000 9,000,000 8,350,000 2.78 1.85 1.74 1.60 1.54 1.52 1.37 1.23 0.97 0.92 0.72 0.70 0.53 0.45 0.42 0.41 0.39 0.35 0.35 0.33 520,906,026 20.51 Powering Clean EnergyTM Shareholder information 30 June 2023 Unquoted equity securities There are 352,515 Performance Rights Expiring at Various Dates and held by 3 Security holders. Substantial holders There are no substantial holders in the Company. Voting rights The voting rights attached to ordinary shares are set out below: Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Restricted Securities No restricted securities were on issue at 19 September 2023. There are no other classes of equity securities. 85 Renascor Resources Limited 2023 Annual Report Personal notes 86 Powering Clean EnergyTM Corporate directory Directors w Richard Keevers (Non-Executive Chairman) w David Christensen (Managing Director) w Geoffrey McConachy (Non-Executive Director) w Stephen Bizzell (Non-Executive Director) Company secretaries w Pierre van der Merwe w Jon Colquhoun Registered office & principal place of business w Level 5, 149 Flinders Street Adelaide, South Australia 5000 Phone : + 61 8 8363 6989 Website: www.renascor.com.au Share register w Link Market Services Limited Level 21, 10 Eagle Street Brisbane QLD 4000 Phone: + 61 2 8280 7454 Fax: + 61 2 9287 0303 Auditor w BDO Audit Pty Ltd Business objectives Renascor Resources is an Australian-based company focused on the development of economically viable minerals. Renascor has an extensive tenement portfolio, holding interests in the key mineral provinces of South Australia. Its projects include the Siviour graphite project near Arno Bay, South Australia. The principal activity of the Group during the financial year was the development of the Siviour Graphite Project, mineral exploration and evaluation. Corporate Governance Statement The Board of Directors of the Company (“Board”) is responsible for the corporate governance of the Company. The board guides and monitors the business affairs of the Company on behalf of its shareholders by whom they are elected and to whom they are accountable. The Company believes that good corporate governance enhances investor confidence and adds value to stakeholders. The Board continually monitors and reviews its policies, procedures and charters with a view to ensure its compliance with the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations, 4th Edition” to the extent considered appropriate for the size of the Company and its scale of its operations. The Company’s Corporate Governance Statement is available on the Company’s website. Stock exchange listing Renascor Resources Limited shares are listed on the: w Australian Securities Exchange ASX code: RNU w Frankfurt Stock Exchange (Börse Frankfurt) FSE code: RU8 Renascor Resources Limited 2023 Annual Report 87 88 Powering Clean EnergyTM