Annual Report for the year ended 30 June 2024 Saturn Metals Limited ABN: 43 619 488 498 SATURN METALS LIMITED – ANNUAL REPORT 2024 1 CORPORATE DIRECTORY Directors Brett Lambert Non-Executive Chairman Ian Bamborough Managing Director Andrew Venn Non-Executive Director Robert Tyson Non-Executive Director Adrian Goldstone Non-Executive Director Company Secretary Natasha Santi Share Registry Link Market Services Limited Level 12 QV1 Building 250 St Georges Terrace PERTH WA 6000 Telephone: +61 1300 554 474 Facsimile: +61 (0)2 9287 0303 Website: www.linkmarketservices.com Registered Office & Principal Place of Business 9 Havelock Street WEST PERTH WA 6005 Telephone: + 61 (0)8 6234 1114 Email: info@saturnmetals.com.au Website: www.saturnmetals.com.au ABN: 43 619 488 498 ACN: 619 488 498 Auditors BDO Audit Pty Ltd Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000 Stock Exchange Listing Securities of Saturn Metals Limited are listed on the Australian Securities Exchange (ASX). ASX Code: STN Saturn Metals Limited is a Company registered under the Corporations Act 2001 in the State of Western Australia on 2nd June 2017. CONTENTS CHAIRMAN’S LETTER ........................................................................................................................... 2 REVIEW OF OPERATIONS ................................................................................................................... 4 DIRECTORS’ REPORT ........................................................................................................................ 19 REMUNERATION REPORT (AUDITED) .............................................................................................. 25 AUDITOR’S INDEPENDENCE DECLARATION .................................................................................. 35 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME .............................................................................................................................................................. 36 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ............................................................... 37 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................... 38 CONSOLIDATED STATEMENT OF CASH FLOWS ............................................................................ 39 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ......................................................... 40 CONSOLIDATED ENTITY DISCLOSURE STATEMENT .................................................................... 58 DIRECTOR’S DECLARATION.............................................................................................................. 59 INDEPENDENT AUDITOR’S REPORT ................................................................................................ 60 SCHEDULE OF TENEMENTS ............................................................................................................. 64 MINERAL RESOURCE ESTIMATION GOVERNANCE STATEMENT ................................................ 66 COMPETENT PERSONS STATEMENT .............................................................................................. 67 ADDITIONAL SHARHEOLDER INFORMATION .................................................................................. 68 SATURN METALS LIMITED – ANNUAL REPORT 2024 2 CHAIRMAN’S LETTER Dear Shareholders, I am very pleased to present to you the 2024 Annual Report for Saturn Metals Limited. During Financial Year 2024, Saturn acted to further consolidate the development path for the Company’s wholly owned 1.84 million ounce Apollo Hill Gold Project. Saturn’s vision for taking Apollo Hill through to production was outlined and evaluated in the inaugural Preliminary Economical Assessment (PEA) of the project released in August 2023. This was a key milestone for the company. The comprehensive PEA strongly supports the technical and financial viability of the proposed long life, large scale open pit mining and heap leaching operation. The project fundamentals generated by the PEA are robust. A ten-year mine life, average annual gold production exceeding 120,000 ounces, average annual free cash flow of over $90 million, IRR of 30% and capital payback in under three years. It is important to note that the numbers above were achieved with an assumed gold price of A$2,665 per ounce. As I write, the gold price is siting above A$4,000 per ounce. It’s not hard to imagine what an additional $1,300 plus per ounce of gross revenue would mean for project economics. We cannot forecast the gold price with any certainty, but the historical trend is clear, regardless of whether you look at a one year, five year or ten year chart, the price has been resolutely rising and I believe this bodes well for the future. However, there has been, and always will be, ups, downs and periods where the price plateaus, but a long-life project such as Apollo Hill provides exposure across the range. On the back of a positive PEA and very favourable gold price environment, we have been stepping-up the work programs necessary to transition the project through higher level feasibility studies. These programs have included geotechnical drilling, water bore development and testing, resource development drilling, environmental studies and continuing metallurgical test-work including analysis on bulk sample and scaled up test work options. This work has progressed well and delivered some encouraging results. These programs are not only intended to confirm the findings of the PEA, but to also identify opportunities for optimisation and enhancement. One such opportunity was highlighted by metallurgical test-work results released in May 2024. The PEA was based on achieving average gold recovery of 75%, a number well supported by column testing of mineral samples crushed to 8mm, which generated average recoveries of 78%. The May results, derived from column testing at a crush size of 4mm, achieved an exceptional average gold recovery of 88%. Impending studies will evaluate the potential to further enhance project economic performance through optimisation of crush size. At the date of this report, a substantial development drilling program was underway, aimed at upgrading the Inferred component of the 2023 Mineral Resource to Measured or Indicated. Completion of this program will lead to and updated resource estimate and help maximise the proportion of the resource eligible for conversion to Ore Reserves. However, we are very confident that by infilling data gaps within and on the periphery of the existing resource, we will also deliver additional resource growth and add further value. While the focus has been on project development, Saturn has continued to explore the regional potential of its extensive land holdings. This has involved a number of air-core drilling campaigns and surface reconnaissance programs which have further developed the Company’s detailed geological understanding of the region and confirmed its prospectivity beyond the core Apollo Hill deposit. To maintain the Company’s activities throughout FY2024, in October 2023, Saturn raised $6 million (before costs) through a share placement. This placement was corner-stoned by Lion Selection Group, a well regarded and highly experienced investor in the Australian resources sector and was well supported by the Company’s existing major shareholders. Following the placement, all the Company’s CHAIRMAN’S LETTER (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 3 shareholders were invited to acquire shares on the same terms through a Share Purchase Plan (SPP). The SPP raised and additional $1.7 million. Just prior to the end of Financial Year, Saturn launched a further capital raising in order to maintain the momentum of project activities into FY2025. This raising, which was implemented though a placement to new and existing institutional and sophisticated investors, was completed in the September quarter and raised $14 million (before costs). Saturn now has a share register the envy of any junior resource company. We have five Substantial Shareholders who collectively own almost 60% of the Company. All are highly experienced investors in resources, globally diverse and each is independent of the others - there is no undue concentration of power, yet there is significant firepower that can be brought to bear should the Company require it. On behalf of the Board, I wish to sincerely thank all shareholders, large and small, for their enduring support of the Company. I would like to close by acknowledging the significant contribution of Saturn’s employees, consultants and contractors who, under the watch of our Managing Director, Ian Bamborough, have worked tirelessly to get the Apollo Hill Gold Project to where it is today. With the project now well advanced, we are taking steps to expand the in-house team to ensure we have the capacity and skills to liberate the full potential of Apollo Hill for the benefit of all stakeholders. Yours sincerely, Brett Lambert Chairman SATURN METALS LIMITED – ANNUAL REPORT 2024 4 REVIEW OF OPERATIONS Company Profile Saturn Metals Limited (“Saturn”) was incorporated on 2 June 2017 for the purposes of gold exploration and development. Saturn listed on the Australian Securities Exchange on 9 March 2018. Saturn’s primary objective is to focus on mineral exploration and resource opportunities that have the potential to deliver growth for shareholders. Saturn’s vision is to create superior value for its shareholders by discovering, developing and monetising world-class gold deposits. Saturn’s management strategy is to: • advance the Apollo Hill Gold Project through development, towards production; • continue successful exploration programs in respect to the Apollo Hill camp towards rapidly growing the Resource base; • conduct further exploration activities across the Apollo Hill strategic land package towards identifying and growing new higher-grade gold lode/vein exploration targets; and • continue a cost-effective exploration program in respect to its other Australian opportunities and ventures. In addition, Saturn looks to expand its current project portfolio by seeking opportunities to: • apply for additional tenements to complement the Project; or • acquire, either by way of an asset, share purchase or joint venture, complementary projects. As at 30 June 2024: • Ordinary Shares on Issue: 224,002,477 • Share Price: $0.195 per share • Market Capitalisation: $44.46 M • Cash: $4.112 M • 1.84 Moz 2023 Mineral Resource1 Plate 1 - RC Drilling Underway at Apollo Hill, September 2024 1 Complete details of the Mineral Resource (105 Mt @ 0.54 g/t Au for 1,839,000 oz Au) and the associated Competent Persons Statement were published in the ASX Announcement dated 28 June 2023 titled “Apollo Hill Gold Resource Upgraded to 1.84Moz”. Saturn reports that it is not aware of any new information or data that materially affects the information included in that Mineral Resource announcement and that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and there have been no adverse material changes. REVIEW OF OPERATIONS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 5 Location Our flagship Apollo Hill Gold Project covering approximately 1000km2 of contiguous exploration and mining tenements is situated in the heart of the world-class Eastern Goldfields 650km NE of Perth, Western Australia. The Project is located approximately 60km by road from the gold mining and processing town of Leonora and sits in a central strategic position to established gold mining infrastructure (Figure 1). Figure 1 – Saturn’s Apollo Hill Gold Project – Regional setting, Infrastructure and Landscape. At the heart of our ground package, is the Company’s Apollo Hill deposit which occurs on a mineralised structure associated with the 5km long and 500m wide Apollo-Ra Shear Zone. This shear zone is a parallel component of the district prevalent, gold fertile, and highly prospective Keith-Kilkenny Fault system, in the gold prolific Norseman-Wiluna Greenstone Belt (Figure 1). REVIEW OF OPERATIONS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 6 Operations Review Saturn Metals’ vision is to bring its large scale, low cost, Apollo Hill gold project into production in the heart of Western Australia’s Goldfields. A growing resource, excellent metallurgy and early studies are showing the potential for a scalable, single, simple, open pit operation with an uncomplicated flow sheet. The following is a summary of the work undertaken, and results returned during the year. Positive Apollo Hill Preliminary Economic Assessment Published Open pit mine and heap leach processing facility projected to generate more than $1 billion EBITDA over life of mine at a base case gold price of A$2,665/oz2. • Preliminary Economic Assessment (PEA) based on development of a large-scale open pit mine and 10 Mtpa heap leach processing facility at the wholly owned Apollo Hill Gold Project to produce 122 koz pa. • Strong free cash flow averaging $90 million per annum with payback after 2.8 years of production, and 30% internal rate of return over life of mine (LOM). • LOM undiscounted, pre-tax, free cashflow of $688 million over 10-year term (A$2,665 /oz sale price) increases to $1,021 million at A$2,950 /oz. • PEA is based on planned mining inventory of 93.9 Mt grading 0.54 g/t Au containing 1,636 koz; the Project has an initial 10.5-year mine life based on the current Mineral Resource. PEA (or Scoping Study) based on undertaking large scale bulk open pit mining coupled with conventional heap leach processing to produce gold doré on site highlights the potential for the Apollo Hill Gold Project to support a viable standalone gold mining and processing operation (Table 1). Table 1 – Apollo Hill PEA Results Apollo Hill Gold Project Total Mineral Resource1 Measured 5 Mt 0.55 g/t 82 koz Indicated 54 Mt 0.53 g/t 912 koz Inferred 47 Mt 0.56 g/t 845 koz Total Resource 105 Mt 0.54 g/t 1,839 koz Capital Costs 10.0 Mtpa Process Facility (eg. crushers) A$M 134 Plant Infrastructure (eg. ponds) A$M 80 Heap Leach Pad A$M 6 Other Infrastructure (eg. buildings/roads) A$M 42 Open Pit - early-stage establishment & material movements A$M 18 Owners Costs A$M 7 Contingency A$M 16 Total Pre-Production Capital Costs A$M 304 Capital Cost / LOM Gold Production A$/oz 260 NPV7% (unleveraged and pre-tax) / Capital ratio 1.3 Heap Leach Pad (Sustaining Capital) A$M 15 Process Plant Major Maintenance A$M 10 Closure A$M 21 2 Complete details of the Preliminary Economic Assessment were published in the ASX Announcement dated 17 August 2023 titled “Updated Preliminary Economic Assessment”. Saturn reports that it is not aware of any new information or data that materially affects the information included in that announcement and that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and there have been no adverse material changes. REVIEW OF OPERATIONS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 7 Production Summary PEA Mining Inventory 93.9 Mt 0.54 g/t 1,636 koz Life-of-Mine (LOM) Years 10 LOM Strip Ratio Waste : Ore 1.5:1 LOM Gold Production oz 1,226,826 LOM Average Annual Gold Production oz 122,441 Processing Rate Mtpa 10 LOM Average Gold Recovery % 75 LOM Operating Costs Mining A$/t processed 11.27 Processing (average LOM) A$/t processed 9.46 Administration A$/t processed 1.87 C1 Costs A$/oz 1,730 All in Sustaining Cost (AISC) A$/oz 1,857 Project Economics LOM Revenue A$M 3,269 LOM Pre-Tax Net Cashflow A$M 688 NPV7% (unleveraged and pre-tax) A$M 388 IRR (unleveraged, pre-tax, and calculated on an annual basis) % 30 Payback (unleveraged and pre-tax) Years 2.8 At full scale production, 10 Mtpa of ore is planned to be mined, with life of mine production totalling 93.9 Mt grading 0.54 g/t for 1.64 Moz of contained gold. Life of mine waste movement totals 140.7 Mt, equating to an average waste to ore ratio of 1.5:1. Figure 1 – Block Model Mining has been scheduled in seven stages to maintain stable production rates and consistent total annual material movement. However, due to the presence of near surface higher grade mineralisation, in the first two years the gold grade is forecast to be higher than average at 0.57 g/t and the strip ratio will be lower at 1.2:1, contributing to the project’s short capital payback period of 2.8 years. REVIEW OF OPERATIONS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 8 Figure 2 – Open Pit Annualised Mine Tonnes with Strip Ratio Figure 3 – Open Pit Mined Ounces by Mineral Resource Category REVIEW OF OPERATIONS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 9 Apollo Hill Resource – Other Study Work Process Metallurgy Study – Excellent Recovery at Wider Grade Ranges and Finer Fresh Rock Crush Sizes As part of pre-feasibility (PFS) work seeking improvement in metallurgical process performance, a program of five composite column leach tests was carried out. The columns comprised samples of drill core representing the deposit’s dominant fresh basalt, dolerite and schist rock types (grading between 0.22 g/t Au and 1.49 g/t Au). The tests determine the effect of a finer crush size (closed-circuit high pressure grinding roll (HPGR) crushing at a P100 size of 4 mm) on gold recovery and impact on materials handling and geotechnical properties. The five column tests returned an excellent average recovery of 88% which compares favourably to, and further validates, Saturn’s previously reported 78% average recovery value obtained from P100 8 mm HPGR crush size columns3, and the 75% average recovery rate utilised in its published P PEA. Results reaffirmed the low variability and highly predictable leaching characteristics of Apollo Hill mineralisation. Figure 4: Column Leach Recovery Test Curves 4 mm P100 HPGR – strong leach kinetics – a predictable narrow band of recovery results. Successful Hydrogeology & Water Search Activities An electromagnetic (EM) survey completed across the Apollo Hill tenement package identified credible high volume freshwater targets. First pass drill testing of these EM targets with aircore pilot test holes successfully confirmed several good quality water sources proximal to Apollo Hill. Production bore drilling around these successful pilot holes saw 6 production bores completed during the year, across four proximal bore fields. This work will provide definitive sustainable water volume and quality data and support hydrogeological impact assessments and groundwater extraction licence applications already in progress. 3 ASX Announcements dated 1 August 2022 and 25 July 2023. REVIEW OF OPERATIONS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 10 Geotechnical Diamond Drilling Proposed Bulk Sample Pit Location Following the completion of geotechnical logging and testing of two diamond holes previously completed for 80.4m at the proposed bulk sample pit location, the core was assayed and returned high grade, thick near surface intersections including: • 16.6m @ 14.50g/t Au from 11m – AHDD0018 o including 11.1m @ 21.55g/t Au from 16.1m o including 4.7m @ 49.25g/t Au from 17.4m • 18.6m @ 0.90g/t Au from SURFACE – AHDD0017 o including 11m @ 1.33g/t Au from 2m Plate 2: AHDD0018 (0.6 m @ 333 g/t Au from 20.2 m) – visible gold in quartz veins – HQ3 core Dewatering Bores The Company successfully completed three dewatering bores around the Apollo Hill Mineral Resource and PEA pit shell areas. Geotechnical/ Foundation Investigation for Process Site Area An excavator was used to undertake a geotechnical/foundation assessment trial pitting exercise across the project’s planned infrastructure locations. Engineering GR Engineering Services and Knight Piesold Consulting continued with their detailed design work to support mining and environmental permitting applications for the Pilot Project. Implementation of the Pilot Project remains subject to the completion of studies, including a financial assessment, and receipt of all required approvals. Resource Conditional resource simulations were completed to further investigate optimised drill spacing requirements at the Apollo Hill resource for each category of material (Inferred/ Indicated/ Measured). The outcome of this work will assist with forward planning for any future resource infill and grade control drilling. Importantly, the study should also assist in further refining project operating cost estimates. Environmental During the year the Company completed 25 aircore holes for 906m across the Project to provide base line monitoring for subterranean fauna. This information is required for the permitting process of the proposed mining operations. A surface hydrology assessment was undertaken during the year on the potential impact of ‘100-year’ flood events on planned infrastructure sites, with no major issues being identified. REVIEW OF OPERATIONS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 11 Apollo Hill Regional Exploration During the year aircore (AC) drilling and geochemical soil and rock chip sampling were completed on the regional exploration land package (Figure 5). These activities were undertaken as part of Saturn’s continuous strategy of exploring the extent of its large (+1,000 km2) strategic land package. Significant results from wide spaced AC drilling included: • AHAC1863 – 3 m @ 1.59 g/t Au from 50m; • AHAC1839 – 8m @ 1.30 g/t Au from 61m in hole (Channel Prospect); and • AHAC2060 – 4m @ 0.93g/t Au from 8m (Tin Can Diggings). Significant geochemical rock chip results included: • AHDP0011 – 9.44g/t Au (Mt Remarkable Diggings); and • AHRK0058 – 34.5g/t Au (Tin Can Diggings) Towards the end of the year, approval was received for future greenfields exploration drilling in salt lake covered gold prospective terrain immediately along strike to the north, and south of the Apollo Hill Mineral Resource (Figure 5). These highly prospective primary target areas have never received prior drilling. Figure 5: Exploration Overview – ‘Primary’ targets along with reported exploration results REVIEW OF OPERATIONS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 12 West Wyalong Exploration – NSW During the half year AC drilling and geochemical soil sampling were completed on Saturn Metals’ West Wyalong Joint Venture Project in New South Wales. Aircore Drilling The drill program was designed to test northern and southern extensions of the Mallee Bull Reef Line, which historically produced over 128,000 oz at 50 g/t Au up to 19154 and to test the Pioneer Lode. Both Lodes are part of the West Wyalong Gold Field which operated mainly between 1894 and 1915, with gold production totalling approximately 439,000 oz Au at 36 g/t Au5. Drilling focussed on the Pioneer Lode to follow up on new rock chip results of 95 g/t Au (rock chip WWRK0017) and 20.9 g/t Au (rock chip WWRK0015) (location of significant rock chips illustrated in Figure 7). Significant results returned from the Pioneer Lode AC drilling included: • 4m @ 1.19g/t Au from 16m – WWAC258; • 3m @ 0.97g/t Au from 42m including 1m @ 1.32g/t Au from 42m – WWAC260; and • 7m @ 0.48g/t Au from 66m – WWAC277. Both the WWAC260 and WWAC277 AC holes intercepted stope material from historical workings along with quartz veining. Important drill intercepts from the program are illustrated in Figure 6 and Figure 7. Figure 6: Long Cross Section of Saturn Metals ‘Pioneer’ Prospect. Historical hole traces seen in grey and recently reported intercepts in white. 4 Bowman 1977, refer ASX Announcement dated 28 April 2020 titled “Saturn Joint Ventures into Second Gold Asset – High Grade West Wyalong Gold Field”. 5 GS1928/007 Geological Survey of New South Wales (1975) Annual Report Compilation, West Wyalong Division – Forbes Sheet R0018585 Table of historic production figures p.41/p42. REVIEW OF OPERATIONS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 13 Figure 7: Aircore exploration drilling and results; reported holes visible as coloured circles. REVIEW OF OPERATIONS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 14 Company Values Saturn is committed to conducting its business activities in accordance with the below stated values. Community Engagement Nyalpa Pirniku The Nyalpa Pirniku Native Title Claim was determined by consent at a Federal Court sitting in the Goldfields town of Menzies on 31 October 2023. The claim covers approximately 31,000 square kilometres of the Goldfields region of Western Australia, including the country on which Saturn’s Apollo Hill Gold Project is located. Since commencing activities at Apollo Hill in 2018, Saturn has developed a strong working relationship with the Nyalpa Pirniku and the Company is grateful for the support received from them in gaining land access and conducting exploration. The determination of Native Title officially acknowledges the Nyalpa Pirniku Group’s foundation of traditional affairs in the region and provides them with a solid basis for ongoing development and commercial enterprise. The determination also helps to pave the way for negotiation of the Heritage Agreements required to establish mining operations at Apollo Hill. Heritage Surveys Saturn conducted detailed archaeological and ethnographic heritage surveys of proposed Apollo Hill project infrastructure locations with an anthropologist, archaeologist and representatives of traditional owner’s Nyalpa Pirniku in February 2024. This survey was conducted to provide clearance to Saturn tenure for future work programs and project development. Local Suppliers The Company endeavors to engage local suppliers of goods and services where available to support activities at its Apollo Hill Gold Project. During the year Saturn engaged with Menzies Mining Pty Ltd, a local company with ties to the Nyalpa Pirniku Native Title Claimants to provide earthworks services at Apollo Hill. REVIEW OF OPERATIONS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 15 Health and Safety Safety Saturn is focused on providing a safe working environment for all its personnel. Over the course of the year a total of 19,427 work hours were recorded at our Apollo Hill Gold Project. Of this, Saturn employees contributed 9,068 work hours and Saturn contractors contributed 10,359 work hours. During the year there was one lost time reportable injury, with an employee put on lights duties for a 10-day period due to blisters on their feet. Employee Assistance Program Saturn has engaged Lifeskills Australia to provide all personnel with access to an Employee Assistance Program (EAP). The aim of providing an EAP is to ensure all employees have access to a confidential counselling service which can help individuals deal with personal or work-related issues that may otherwise adversely affect their wellbeing. Corporate Governance Saturn supports the intent of the ASX Corporate Governance Council’s Principles and Recommendations (4th Edition). Details of the corporate governance practices adopted by Saturn can be found in our ‘Corporate Governance Statement 2024’ available on our website at www.saturnmetals.com.au/about/corporate-governance/ Material Business Risks Exploration and evaluation risks Potential investors should understand that mineral exploration and development are high risk undertakings. While the Company has attempted to reduce this risk by selecting projects that have identified advanced mineral targets, there is still no guarantee of success. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. Tenement risks The rights to mineral tenements carry with them various obligations which the holder is required to comply with in order to ensure the continued good standing of the tenement and, specifically, obligations in regard to minimum expenditure levels and responsibilities in respect of the environment and safety. Failure to observe these requirements could prejudice the right to maintain title to a given area and result in government action to forfeit a permit or permits. There is no guarantee that current or future exploration permit applications or existing permit renewals will be granted, that they will be granted without undue delay, or that the Company can economically comply with any conditions imposed on any granted exploration permits. Title Risk The exploration and prospecting permits and claims in which the Company has now, or may, in the future, acquire an interest, are subject to applicable local laws and regulations. There is no guarantee than any claims, applications or conversions in which the Company has a current or potential interest will be granted. All of the projects in which the Company has an interest will be subject to application for claim renewal from time to time. Renewal of the term of each claim is subject to applicable legislation. If the claim is REVIEW OF OPERATIONS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 16 not renewed for any reason, the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on that claim. Although the Company has taken steps to verify the title to the resource properties in which it has or has a right to acquire an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title. Title to resource properties may be subject to unregistered prior agreements or transfers and may also be affected by undetected defects or the rights of indigenous peoples. Contractual risks The Company’s interests in many of the tenements described in this Offer are by virtue of contractual arrangements. Accordingly, as in any contractual relationship, the ability for the Company to ultimately be registered as a holder of an interest in the tenements is dependent upon the relevant vendor complying with its contractual obligations to deliver title. To the extent that such third parties default in their obligations under the option contracts, it may be necessary for the Company to approach a Court to seek a legal remedy. Such legal action may be costly, and no guarantee can be given by the Company that a legal remedy will ultimately be granted on appropriate terms. Environmental risks The operations and activities of the Company are subject to State and Commonwealth laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. Such impacts can give rise to substantial costs for environmental rehabilitation, damage, control and losses. Further, where there are environmental rehabilitation conditions attaching to the mining tenements of the Company, failure to meet such conditions could lead to forfeiture of these tenements. Climate Change Climate change effects have the potential to impact our business. The highest priority climate related risks include reduced water availability, extreme weather events, changes to legislation and regulation, reputational risk, and technological and market changes. The group is committed to understanding and proactively managing the impact of climate related risks to our business. This includes integrating climate related risks, as well as energy considerations, into our strategic planning and decision making. Tenure, native title and heritage risks Interests in exploration and mining tenements in Australia are governed by State legislation and are evidenced by the granting of leases or licences. Each lease or licence is for a specific term and carries with it annual expenditure and reporting conditions as well as other conditions requiring compliance. These conditions include the requirement, for exploration licences, for reduction in the area held under licence from time to time unless it is considered that special circumstances apply. Consequently, the Company could lose title to, or its interest in, its tenements if licence conditions are not met or if expenditure commitments are not met. It is possible that, in relation to tenements in which the Company has an interest or may acquire such an interest, there may be areas over which legitimate native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to obtain the consent of any relevant land owner, or to progress from the exploration phase to the development and mining phases of the operation, may be adversely affected. It is possible that there will exist on the Company’s mining tenements, areas containing sacred sites or sites of significance to Aboriginal people subject to the provisions of the Aboriginal Heritage Act 1972 (WA), or areas subject to the Native Title Act 1993 (Cth) in Australia. As a result, land within the tenements may be subject to exploration, mining or other restrictions as a result of claims of Aboriginal heritage sites or native title. REVIEW OF OPERATIONS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 17 Financing The Company’s ability to effectively implement its business strategy over time may depend in part on its ability to raise additional funds. There can be no assurance that any such equity or debt funding will be available to the Company on favourable terms or at all. If adequate funds are not available on acceptable terms, the Company may not be able to take advantage of opportunities or otherwise respond to competitive pressures. Sovereign Risk Any future material adverse changes in government policies or legislation in Australia or any other jurisdiction in which the Company undertakes or may undertake operations that affect foreign ownership, mineral exploration, development or mining activities, may affect the viability and profitability of the Company and its projects. Operational risk If the Company decides to develop and commission a mine, the operations of the Company including mining and processing may be affected by a range of factors. These include failure to achieve the predicted grade in exploration, mining and processing, technical difficulties encountered in commissioning and operating plant and equipment, mechanical failure, metallurgical problems which affect extraction rates and costs, adverse weather conditions, industrial and environmental accidents, industrial disputes, unexpected shortages or increase in the costs of consumables, spare parts, plant and equipment. Management actions Directors of the Company will, to the best of their knowledge, experience and ability (in conjunction with their management) endeavour to anticipate, identify and manage the risks inherent in the activities of the Company, but without assuming any personal liability for the same, with the aim of eliminating, avoiding and mitigating the impact of risks on the performance of the Company and its security. Insurance arrangements The Company intends to ensure that insurance is maintained within ranges of coverage that the Company believes to be consistent with industry practice and having regard to the nature of activities being conducted. No assurance, however, can be given that the Company will be able to continue to maintain such insurance coverage at reasonable rates or that any coverage it arranges will be adequate and available to cover any such claims. Land access risk Land access is critical for exploration and evaluation to succeed. In all cases the acquisition of prospective tenements is a competitive business, in which propriety knowledge or information is critical and the ability to negotiate satisfactory commercial arrangements with other parties is often essential. Access to land for exploration purposes can be affected by land ownership, including private (freehold) land, pastoral lease and regulatory requirements within the jurisdictions where the Company operates. Government policy Changes in relevant taxation, interest rates, other legal, legislative and administrative regimes, and Government policies in Australia or any other jurisdiction in which the Company undertakes or may undertake operations, may have an adverse effect on the assets, operations and ultimately the financial performance of the Company. These factors may ultimately affect the financial performance of the Company and the market price of its securities. In addition to the normal level of income tax imposed on all industries, the Company may be required to pay government royalties, indirect taxes, GST and other imposts which generally relate to revenue or cash flows. Industry profitability can be affected by changes in government taxation policies. REVIEW OF OPERATIONS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 18 Changing attitudes to environmental, land care, cultural heritage and indigenous land rights’ issues, together with the nature of the political process, provide the possibility for future policy changes. There is a risk that such changes may affect the Company’s exploration plans or, indeed, its rights and/or obligations with respect to the tenements. Key Personnel Whilst the Company has just a few executives and senior personnel, its progress in pursuing its exploration and evaluation programmes within the time frames and within the costs structure as currently envisaged could be dramatically influenced by the loss of existing key personnel a failure to secure and retain additional key personnel as the Company’s exploration programme develops. The resulting impact from such loss would be dependent upon the quality and timing of the employee’s replacement. Although the key personnel of the Company have a considerable amount of experience and have previously been successful in their pursuits of acquiring, exploring and evaluating mineral projects, there is no guarantee or assurance that they will be successful in their objectives pursuant to this Offer. SATURN METALS LIMITED – ANNUAL REPORT 2024 19 DIRECTORS’ REPORT The Directors present their report together with the consolidated financial statements of the Group comprising of Saturn Metals Limited (“Saturn” the “Group” or the “Company”) and its subsidiary for the financial year ended 30 June 2024 and the auditor’s report thereon. Directors and Company Secretary The following persons were directors of Saturn during the whole of the financial year and up to the date of this report. Brett Lambert – Non-Executive Chairman Ian Bamborough – Managing Director Andrew Venn – Non-Executive Director Robert Tyson – Non-Executive Director Adrian Goldstone – Non-Executive Director The Company Secretary is Mrs Natasha Santi. Mrs Santi was appointed Company Secretary on 3 May 2021. Mrs Santi previously had 9 years’ experience, as an employee of Boden Corporate Services Pty Ltd, providing company secretarial and accounting services to a range of ASX listed and unlisted companies, including serving as Company Secretary at Capricorn Metals Ltd from July 2012. In addition, from April 2017, Mrs Santi was a full-time employee at Capricorn Metals Ltd until her resignation as Company Secretary, February 2020. Principal Activities The principal activity of the Group is the exploration for economic deposits of precious metals with the objective of progressing discoveries through to profitable mining operations. For the period of this report, the emphasis has been gold focused exploration and mine development studies on the Company’s principal project located near Leonora, in Western Australia. Dividends Paid or Recommended No dividends were paid or proposed to be paid during the financial year (2023: Nil). Operating Results The loss for the Group for the financial year after providing for income tax amounted to $2,774,483 (2023: $3,590,514). Loss per share $0.01 (2023: $0.03). Financial Position The net assets of the Group for the year ended 30 June 2024 were $42,809,191 (2023: $37,527,580). Net assets have increased due to share issues completed during the year which raised $7,470,336 net of costs for further exploration activities. In addition, a further $5,750,871 was capitalised as exploration and evaluation costs. At 30 June 2024 the closing cash balance of the Group was $4,111,750 (2023: $3,504,209). DIRECTORS’ REPORT (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 20 Review of Operations During the financial year ended 30 June 2024 the Company progressed development and exploration activities across it’s Apollo Hill Gold Project and undertook an exploration campaign at our West Wyalong Joint Venture in New South Wales. Significantly during the period, the Company published its first preliminary economic assessment (PEA) on the Apollo Hill Deposit, with the PEA achieving the following results: • Open pit mine and heap leach processing facility projected to generate more than $1 billion EBITDA over life of mine at a base case gold price of A$2,665 /oz6. • Preliminary Economic Assessment (PEA) based on development of a large scale open pit mine and 10 Mtpa heap leach processing facility at the wholly owned Apollo Hill Gold Project to produce 122 koz pa. • Strong free cash flow averaging $90 million per annum with payback after 2.8 years of production, and 30% internal rate of return over life of mine (LOM). • LOM undiscounted, pre-tax, free cashflow of $688 million over 10-year term (A$2,665 /oz sale price) increases to $1,021 million at A$2,950 /oz. • PEA is based on planned mining inventory of 93.9 Mt grading 0.54 g/t Au containing 1,636 koz; the Project has an initial 10.5 year mine life based on the current Mineral Resource. During the period total on ground activities completed by Saturn included: • 405 Aircore (AC) Drill Holes for 28,866m of drilling; • 17 Diamond (DD) Drill holes for 630m; • 9 mud rotary drill holes for 736m of drilling; and • Collection of 897 soil samples and 63 rock chips for analysis. The Company progressed prefeasibility studies for the full-scale Apollo Hill Project under a bulk mining and heap leach processing scenario. In addition, the Company progressed concept studies on a bulk sample and pilot heap leach plant at Apollo Hill. In terms of physical development activities, work progressed with the completion of a further five column leach tests, from material collected at Apollo Hill during the year. The completion of an electromagnetic survey flown across a portion of the tenement package identified creditable high volume fresh and production water targets, following which Saturn successfully developed six production bores towards securing water resources for the development of the Apollo Hill Gold Project. Other development work undertaken during the year also included engineering and geotechnical studies. Apollo Hill regional exploration activities continued throughout the period, with Aircore drilling and soil sampling taking place over a large portion of the land package. In addition to the significant work undertaken at Apollo Hill, Saturn completed an exploration program consisting of 48 Aircore drill holes totalling 2,998m and the collection of 110 soil samples and 4 rock chips in West Wyalong at its Gold joint venture in New South Wales. 6 Complete details of the Preliminary Economic Assessment were published in the ASX Announcement dated 17 August 2023 titled “Updated Preliminary Economic Assessment”. Saturn reports that it is not aware of any new information or data that materially affects the information included in that announcement and that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and there have been no adverse material changes. DIRECTORS’ REPORT (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 21 Significant Changes in the State of Affairs Other than as set out elsewhere in the report, there were no significant changes to the state of affairs. Changes to Contributed Equity During the year the Group increased contributed equity by $7,470,336 through the issue of 61,888,072 shares in the Group as part of placements to institutional and sophisticated investors and the completion of a share purchase plan to shareholders and the issue of share. The details and timing of each raising were as follows: • 23 October 2023, the Group completed Tranche 1 of the placement to institutional and sophisticated investors issuing 28,532,049 shares at an issue price of 12.5 cents per share. Tranche 2 of this placement was completed following shareholder approval, with a further 19,467,951 shares issued on 6 December 2023. Total shares issued raised $6,000,000 (before costs) • 27 November 2023, the Group raised $1,696,200 (before costs) by issuing 13,569,600 shares at 12.5 cents per share to shareholders under a share purchase plan. • Costs of shares issued throughout the year totalled $275,864. • 22 February 2024, the Company issued 318,472 shares to its West Wyalong Joint Venture partners in lieu of $50,000 in cash progress payments. Details of changes in contributed equity is disclosed in Note 11 in the consolidated financial statements. The Directors are not aware of any other significant changes in the state of affairs of the Company occurring during the financial year, other than as disclosed in this report. Events Occurring Subsequent to Balance Date There were no other matters or circumstances that have arisen since the end of the financial period which significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial years, other than: • The capital raising via placement announced on 1 July 2024 to raise $14 million (before costs) through the issue of 84,848,470 shares at a price of $0.165 per share. The placement was completed in two tranches with 55,602,528 shares issued on 5 July 2024 and the balance 29,245,879 shares issued on 23 August 2024, following shareholder approval received on 15 August 2024. Likely Developments and Expected Results It is the Board’s current intention that the Group will progress exploration and development on current projects. Exploration and development is inherently risky and there are no certainties that the Group will successfully achieve its objectives. DIRECTORS’ REPORT (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 22 Information on Directors The names and particulars of the Group’s Directors during the financial year, and as at the date of this report are as follows: IAN BAMBOROUGH BSc(Hons), MSc, MBA, MAIG, GAICD Managing Director Experience and Expertise: Mr Bamborough is a geologist with more than 25 years leadership experience in the mining industry. Mr Bamborough developed his career with Newmont Mining Corporation and was previously Managing Director of ASX listed Spectrum Rare Earths Limited. Mr Bamborough has held office as Vice Chair of the Gold Industry Group of Australia and has previously served as a Director of the Northern Territory Mining Board. Mr Bamborough holds a directorship with private exploration and mining company, Reef Mining Pty Ltd. The Board does not consider Mr Bamborough to be an independent Director. Other current ASX listed company directorships: None. Former ASX listed company directorships in the last three years: None. First appointed as a Director: 19 September 2017. Interests in Shares, Rights and Options: Shares: Performance Rights: Options: 6,918,730 2,800,000 - BRETT LAMBERT BAppSc (Mining Engineering) Non-Executive Chairman Experience and Expertise: Mr Lambert is a mining engineer and experienced company director. He has over 40 years’ involvement in the Australian and international resources industry encompassing exploration, mining operations, project development, business development and corporate administration. Mr Lambert commenced his professional career with Western Mining Corporation in Kalgoorlie and progressed to a Senior Management role. Since leaving WMC, Mr Lambert has held executive positions with a number of junior and mid-tier resource companies, including more than 10 years at CEO/managing director level. The Board considers that Mr Lambert is an independent Director. Other current ASX listed company directorships: Nil. Former ASX listed company directorships in the last three years: Non-Executive Chairman of Metal Hawk Limited (3 July 2019 to 9 September 2023). Non-Executive Director of Musgrave Minerals Ltd (4 February 2021 to 4 September 2023). Non-Executive Chairman of Mincor Resources NL (1 January 2017 to 6 July 2023). Non-Executive Director of Australian Potash Limited (9 May 2017 to 27 June 2023). First appointed as a Director: 9 April 2020. Interests in Shares, Rights and Options: Shares: Performance Rights: Options: - - 2,400,000 DIRECTORS’ REPORT (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 23 ROBERT TYSON B.App Sc(Geol), GradDip Applied Finance(SIA) MAusIMM Non-Executive Director Experience and Expertise: Mr Tyson is a geologist with more than 25 years resources industry experience having worked in exploration and mining-related roles for companies including Cyprus Exploration Pty Ltd, Queensland Metals Corporation NL, Murchison Zinc Pty Ltd, Normandy Mining Ltd and Equigold NL. Mr Tyson is an Executive Director and founder of Peel Mining Limited, a member of the AusIMM and winner of the 2019 AMEC Prospector award. The Board considers that Mr Tyson is an independent Director. Other current ASX listed company directorships: Executive Director – Technical of Peel Mining Limited (from 3 March 2022), Managing Director of Peel Mining Limited (20 April 2006 to 3 March 2022). Former ASX listed company directorships in the last three years: None. First appointed as a Director: 2 June 2017 Interests in Shares, Rights and Options: Shares: Performance Rights: Options: 1,400,000 - 1,700,000 ANDREW VENN BBus, GradDip Applied Finance, FFin Non-Executive Director Experience and Expertise: Mr Venn has over 20 years mining industry experience. Mr Venn has previously held senior positions across financing and operations for Argonaut Limited, Orica Mining Services, ICI Explosives and DDH1 Limited and is a Fellow of the Financial Services Institute of Australia. The Board considers that Mr Venn is an independent Director. Other current ASX listed company directorships: None. Former ASX listed company directorships in the last three years: None. First appointed as a Director: 29 September 2017. Interests in Shares, Rights and Options: Shares: Performance Rights: Options: 1,080,000 - 1,700,000 DIRECTORS’ REPORT (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 24 ADRIAN GOLDSTONE BSc, MSc (Hons) Non-Executive Director Experience and Expertise: Mr Goldstone has in excess of 35 years’ experience in the resources industry holding executive roles over much of that time and has more recently become involved in specialist investment and financing for the resources industry. He currently holds the position of Managing Director, Technical at Dundee Corporation. He brings expertise and successful experience in Project Management and associated governance processes, environmental management, and social licence in the industry and has a strong focus on creative business solutions meeting the expectations of multiple stakeholders. The Board considers that Mr Goldstone is an independent Director. Other current ASX listed company directorships: Non-Executive Director, Ausgold Limited (20 May 2024 to present). Former ASX listed company directorships in the last three years: Non-Executive Director of Zinc of Ireland NL (29 January 2019 to 30 November 2021). Non-Executive Director of Big River Gold Limited (26 May 2021 to 21 September 2022 (removal from official list)). First appointed as a Director: 20 May 2021. Interests in Shares, Rights and Options: Shares: Performance Rights: Options: 110,239 - 1,700,000 Meetings of Directors The number of meetings of Director’s (including committees of Directors) held during the year ended 30 June 2024, and the number of meetings attended by each director was as follows: Director Directors Meetings Audit & Risk Committee A B A B I Bamborough 8 8 1 1 B Lambert 8 8 1 1 R Tyson 7 8 1 1 A Venn 8 8 1 1 A Goldstone 8 8 1 1 A = Number of meetings attended. B = Number of meetings held during the time the director held office or was a member of the committee. SATURN METALS LIMITED – ANNUAL REPORT 2024 25 REMUNERATION REPORT (AUDITED) The Directors present the Saturn Metals Limited 2024 remuneration report, outlining key details of the nature and amount of remuneration for each Key Management Personnel (“KMP”) awarded this year. The remuneration report is structured as follows: a) Key management personnel covered in this report b) Principles used to determine the nature and amount of remuneration c) Key personnel remuneration d) Service agreements e) Equity issued as part of remuneration f) Option holdings of key management personnel g) Performance rights holdings of key management personnel h) Share holdings of directors and key management personnel i) Additional information a) Key Management Personnel Covered In This Report Key Management Personnel Position Changes during the year Ian Bamborough Managing Director - Brett Lambert Non-Executive Chairman - Robert Tyson Non-Executive Director - Andrew Venn Non-Executive Director - Adrian Goldstone Non-Executive Director - Note: The remuneration details of each director are set out on pages 25 – 32. There have been no changes to KMP since 30 June 2024 and to the date of this report. b) Principles Used To Determine The Nature And Amount Of Remuneration The objective of the remuneration framework of Saturn Metals Limited 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. The Board believes that executive remuneration satisfies the following key criteria: • competitiveness and reasonableness • acceptability to shareholders • performance linkage / alignment of executive compensation • transparency • capital management These criteria result in a framework which can be used to provide a mix of fixed and variable remuneration, and a blend of short and long-term incentives in line with the Group’s remuneration policy. REMUNERATION REPORT (AUDITED) (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 26 Board and senior management The remuneration of the Managing Director will be decided by the Board, without the affected Executive Director participating in that decision-making process. The total maximum remuneration of Non-Executive Directors was initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The current amount has been set at an amount not to exceed $300,000 per annum. The determination of Non-Executive Directors’ remuneration within that maximum is made by the Board having regard to the inputs and value to the Group of the respective contributions by each Non-Executive Director. In addition, a Director may be paid fees or other amounts (i.e. subject to any necessary Shareholder approval, non-cash remuneration such as Options) as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively incurred in the performance of their duties as Directors. The Board reviews and approves the remuneration policy to enable the Group to attract and retain executives and Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors’ time, commitment, and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed. Senior management are paid based on applicable market rates. Company Performance The following table shows the gross revenue, profits, dividends and share price at the end of the financial year for the past 5 years, ending 30 June: 2020 2021 2022 2023 2024 $ $ $ $ $ Revenue 74,974 72,592 15,777 56,354 111,741 Net profit/(loss) (1,476,067) (1,959,350) (2,283,191) (3,590,514) (2,774,483) Share price at year end 0.715 0.410 0.280 0.180 0.195 Loss per share (0.02) (0.02) (0.02) (0.03) (0.01) Dividends paid - - - - - Remuneration is not linked to past Group performance but rather towards generating future shareholder wealth through share price performance. The Board and management may be issued share options in the company on a periodic basis as a means to link executive rewards to shareholder value. REMUNERATION REPORT (AUDITED) (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 27 c) Key Management Personnel Remuneration Details of the remuneration expense recognized for each key management person of the Group during the current and previous financial year ending 30 June, is set out in the following table: Key Management Person Fixed Remuneration Variable Remuneration Total Perform- ance Related Short-Term Employment Benefits Post- Employment Benefits Long-Term Benefits Share-based Payments Cash salary & fees Super- annuation Leave benefits Options Performance Rights Year $ $ $ $ $ $ % Executive I Bamborough 2024 299,998 27,499 39,212 - 237,997 604,706 39% 2023 298,799 26,589 16,154 - 127,363 468,905 27% Directors B Lambert 2024 77,000 8,470 - 61,413 - 146,883 42% 2023 77,000 8,085 - 86,522 - 171,607 50% R Tyson 2024 55,000 6,050 - 43,430 - 104,480 42% 2023 55,000 5,775 - 61,802 - 122,577 50% A Venn 2024 55,000 6,050 - 43,430 - 104,480 42% 2023 55,000 5,775 61,802 - 122,577 50% A Goldstone 2024 55,000 6,050 - 43,430 - 104,480 42% 2023 55,000 5,775 - 61,802 - 122,577 50% Total 2024 541,998 54,119 39,212 191,703 237,997 1,065,029 2023 540,799 51,999 16,154 271,928 127,363 1,008,243 Note: • Options issued during the year are designed to provide long-term incentives for Eligible Participants to deliver long-term shareholder returns (as disclosed on page 28e)). • Performance rights issued during the year are designed to provide short-term incentives to Directors to deliver short- and long-term shareholder returns (as disclosed on page 29). d) Service agreements Remuneration and other terms of employment for the executives of the Company are formalised in Employment Agreements. Details of the employment conditions for Executives are set out below. The Company has entered into an Executive Service Agreement with Mr Ian Bamborough pursuant to which Mr Bamborough was appointed Managing Director of the Company on the following terms: a) The Managing Director is employed on a full time basis; b) The Company will pay to the Managing Director for services rendered a salary of $300,000 (excluding superannuation) per annum; c) The Company will reimburse the Managing Director for all reasonable expenses (including travel and accommodation) incurred in the performance of his duties; d) The Company may terminate the executive services agreement without reason on three (3) months’ notice thereafter and immediately without notice in the event of serious misconduct; e) The Managing Director may terminate the executive services agreement at any time and without notice if the Company commits a serious breach of the executive service agreement or by giving three (3) months’ notice to the Company; and f) The Company has entered into a deed of insurance, indemnity and access with Mr Bamborough. The Company has taken out and will use its best endeavours to maintain appropriate directors’ and officers’ liability insurance. The above Executive Service Agreement otherwise contains terms and conditions which are considered standard for agreements of their nature, including those relating to confidentiality, non-disclosure and assignment. REMUNERATION REPORT (AUDITED) (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 28 e) Equity issued as part of remuneration (i) Options Options over shares in Saturn may be granted under the Company’s Incentive Option Plan which was created in September 2017 and approved by shareholders again in November 2021. The Incentive Option Plan is designed to provide long-term incentives for Eligible Participants to deliver long-term shareholder returns. Under the plan, the Board may from time to time, in its absolute discretion, make a written offer to any Eligible Participant to apply for Options, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines. An Option may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Option. Details of options over ordinary shares in the Company provided as remuneration to key management personnel of Saturn are set out below. When exercisable, each option is convertible into one ordinary share of Saturn. Further information on the options is set out in Note 20(a) to the consolidated financial statements. Key management person Fair Value at Grant Date Options Granted During Year Options Vested During Year Maximum Value Yet to Vest $ 2024 2023 2024 2023 2024 2023 $ $ Number Number Number Number Executive I Bamborough - - - - - - - Directors B Lambert 52,310 40,699 1,000,000 700,000 1,050,000 350,000 21,724 R Tyson 36,617 29,071 700,000 500,000 750,000 250,000 15,207 A Venn 36,617 29,071 700,000 500,000 750,000 250,000 15,207 A Goldstone 36,617 29,071 700,000 500,000 750,000 250,000 15,207 The assessed fair value at grant date of options granted to the individuals is allocated equally over the period from grant date to vesting date. Shares under option, provided as remuneration to key management personnel, and on issue as at the date of this report are set out in the following table. Grant Date Total on Issue to Key Management Personnel Date Vested & Number Exercisable Expiry Date Exercise Price Value per Option at Grant Date 24 Nov 2021 2,200,000 Class A – Vesting measurement date 24 Nov 2022, Vesting Condition of continuous service to 24 Nov 2022, 1,100,000 Class B – Vesting measurement date 24 Nov 2023, Vesting Condition of continuous service to 24 Nov 2023, 1,100,000 22 Nov 2024 80.0 cents 80.0 cents 19.90 cents 19.90 cents 29 Nov 2022 2,200,000 Class A – Vesting measurement date 29 Nov 2023, Vesting Condition of continuous service to 29 Nov 2023, 2,200,000 27 Nov 2025 28.0 cents 5.81 cents 29 Nov 2023 3,100,000 Class A – Vesting measurement date 29 Nov 2024, Vesting Condition of continuous service to 29 Nov 2024, 3,100,000 29 Nov 2026 20.0 cents 5.20 cents REMUNERATION REPORT (AUDITED) (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 29 Fair value of options granted during the period The fair value at grant date stated in the table above, for options granted during the year, was determined using the Black-Scholes valuation methodology and takes into account the following inputs: Exercise price $0.20 Grant date 29 November 2023 Expiry date 29 November 2026 Share price at issue date $0.1375 Expected price volatility 69% Expected dividend yield 0% Risk-free interest rate 4.012% (ii) Performance Rights Performance Rights in Saturn may be granted under the Incentive Performance Rights Plan which was approved by Shareholders at the 2021 Annual General Meeting. The Incentive Performance Rights Plan is designed to provide short-term incentives for Eligible Participants to deliver short- and long-term shareholder returns. A Performance Right may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Performance Right. A Performance Right will lapse upon the earlier to occur of: (i) an unauthorised dealing in the Performance Right; (ii) a vesting condition in relation to the Performance Right is not satisfied by its due date, or becomes incapable of satisfaction, unless the Board exercises its discretion to waive the vesting conditions and vest the Performance Right in the circumstances set out in paragraph; and (iii) unless the Board resolves, in its absolute discretion, to allow the unvested Performance Rights to remain unvested after the Relevant Person ceases to be an Eligible Participant. Details of performance rights provided as remuneration to key management personnel during the year, are set out below. When conditions attaching to the right are met, each performance right is convertible into one ordinary share of Saturn Metals Limited. Further information on the performance rights is set out in Note 20(b) to the consolidated financial statements. Performance rights provided as remuneration to key management personnel, and on issue as at the date of this report are set out in the following table. Grant Date Total on Issue to Key Management Personnel Date Vested & Number Exercisable Expiry Date Exercise Price Fair value per Right at Grant Date 24 Nov 2021 750,000 Class A – Vesting measurement date 13 Dec 2024: 70% vest on achievement of a market- based performance hurdle. Class B – Vesting measurement date 13 Dec 2024: 30% vest on achievement of a performance hurdle. 23 Nov 2024 Nil 36.8 cents 56.0 cents Key management person Fair Value at Grant Date Performance rights granted during year Performance rights vested during year Maximum Value Yet to Vest $ 2024 2023 2024 2023 2024 2023 $ $ Number Number Number Number Executive I Bamborough 275,000 180,000 2,000,000 1,000,000 425,000 97,000 240,201 Directors B Lambert - - - - - - - R Tyson - - - - - - - A Venn - - - - - - - A Goldstone - - - - - - - REMUNERATION REPORT (AUDITED) (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 30 Grant Date Total on Issue to Key Management Personnel Date Vested & Number Exercisable Expiry Date Exercise Price Fair value per Right at Grant Date 29 Nov 2022 1,000,000 Class A – Vesting measurement date 29 Nov 2025: 20% vest on achievement of a performance hurdle. Class B – Vesting measurement date 29 Nov 2025: 40% vest on achievement of continuous employment hurdle. Class C – Vesting measurement date 29 Nov 2025: 20% vest on achievement of a performance hurdle. Class D – Vesting measurement date 29 Nov 2025: 20% vest on achievement of a performance hurdle. 29 Nov 2025 Nil 18.0 cents 18.0 cents 18.0 cents 18.0 cents 29 Nov 2023 2,000,000 Class A – Vesting measurement date 31 Dec 2025: 30% vest on achievement of a performance hurdle. Class B – Vesting measurement date 29 Nov 2025: 30% vest on achievement of continuous employment hurdle. Class C – Vesting measurement date 30 Jun 2026: 40% vest on achievement of a performance hurdle. 29 Nov 2026 Nil 13.75 cents 13.75 cents 13.75 cents Fair value of performance rights granted during the period The fair value of the rights is determined on the market price of the company’s shares at grant date, with an adjustment made to take into account the two-year vesting period. The Directors do not receive any dividends and are not entitled to vote in relation to the performance rights during the vesting period. Conditions of performance rights granted during the period (Class A) The Company to define a new discovery or deposit with +100,000 oz JORC compliant Mineral Resource 31 December 2025. (Class B) The holder must have remained in continuous employment with the Company from the Issue Date as either Saturn staff, under an Executive Services Agreement or, Non-Executive Director or as an officially appointed officer. Testing of the measure will be on 29 November 2025. (Class C) The Company to publish a definitive feasibility study for the Apollo Hill Gold project by 30 June 2026. The fair value of the Performance Rights is determined to be 13.75 cents per performance right issued. The performance rights were valued on a prorated basis as a result of the non-market vesting conditions attached. The fair value at grant date is determined using a Black-Scholes option model that takes into account the exercise price, the term of the performance right, the share price at grant date. The model inputs were: Class A, B, & C Exercise price Nil Grant date 29 November 2023 Performance measurement date – Class A 31 December 2025 Performance measurement date – Class B 29 November 2025 Performance measurement date – Class C 30 June 2026 Expiry date 29 November 2026 Share price at issue date $0.1375 Expected price volatility 69% Expected dividend yield 0% Risk-free interest rate 4.012% REMUNERATION REPORT (AUDITED) (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 31 f) Option holdings of key management personnel The following table shows a reconciliation of movements in options held by key management personnel during the year ended 30 June 2024. Key management person & Grant Date Balance at the start of the year Movements during the year Balance at the end of the year Granted Vested Expired Vested Unvested Number % Vested & exercisable Unvested Executive I Bamborough - - - - - - - - Directors B Lambert 24 Nov 21 350,000 350,000 - 350,000 50 - 700,000 - 29 Nov 22 - 700,000 - 700,000 100 - 700,000 - 29 Nov 23 - - 1,000,000 - - - 1,000,000 R Tyson 24 Nov 21 250,000 250,000 - 250,000 50 - 500,000 - 29 Nov 22 - 500,000 - 500,000 100 - 500,000 - 29 Nov 23 - - 700,000 - - - 700,000 A Venn 24 Nov 21 250,000 250,000 - 250,000 50 - 500,000 - 29 Nov 22 - 500,000 - 500,000 100 - 500,000 - 29 Nov 23 - - 700,000 - - - 700,000 A Goldstone 24 Nov 21 250,000 250,000 - 250,000 50 - 500,000 - 29 Nov 22 - 500,000 - 500,000 100 - 500,000 - 29 Nov 23 - - 700,000 - - - 700,000 1,100,000 3,300,000 3,100,000 1,100,000 - 4,400,000 3,100,000 g) Performance rights holdings of key management personnel Movements in performance rights held by key management personnel during the year ended 30 June 2024, are set out in the following table. Key management person Balance at the start of the year Granted Lapsed Exercised Balance at end of the year Vested & exercisable Unvested Executive I Bamborough 1,750,000 2,000,000 (525,000) (425,000) 2,800,000 - 2,800,000 Directors B Lambert - - - - - - - R Tyson - - - - - - - A Venn - - - - - - - A Goldstone - - - - - - - 1,750,000 2,000,000 (525,000) (425,000) 2,800,000 - 2,800,000 h) Share holdings of key management personnel Movements in shares held by key management personnel during the year ended 30 June 2024, are set out in the following table. Key management personnel Balance at The start of the year Received during the year exercise of performance rights Other changes during the year Closing balance Executive I Bamborough 6,253,730 425,000 240,000 6,918,730 Directors B Lambert - - - - R Tyson 1,360,000 - 40,000 1,400,000 A Venn 1,040,000 - 40,000 1,080,000 A Goldstone 70,239 - 40,000 110,239 8,723,969 425,000 360,000 9,508,969 REMUNERATION REPORT (AUDITED) (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 32 i) Additional information Other transactions with key management personnel Loans with key management personnel: There are no loans between the Company and any key management personnel (2023: Nil). Cash bonuses No cash bonuses have been paid by the Group to directors during the financial year (2023: Nil). Share-based compensation: options & performance rights Other than options and performance rights granted under the Incentive Option & Performance Rights Plan as described in (e) above, there were no other options issued to, or exercised by Directors of Saturn or key management personnel during the year. Use of remuneration consultants During the year ended 30 June 2024, the Group did not employ the services of a remuneration consultant to review its existing remuneration policies and to provide recommendations in respect of both executive short-term and long-term incentive plan design. Voting and comments made at the Company’s Annual General Meeting Saturn Metals Limited received 99.79% of “yes” votes from votes received on its remuneration report for the 2023 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices. End of Audited Remuneration Report DIRECTORS’ REPORT (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 33 Shares under option Unissued ordinary shares of the Company under option at the date of this report are as follows: Grant date Expiry date Exercise price of options Number under option 24 November 2021 22 November 2024 80.0 cents 2,200,000 13 December 2021 9 December 2025 63.0 cents 450,000 29 November 2022 27 November 2025 28.0 cents 2,200,000 2 February 2023 2 February 2027 25.0 cents 1,000,000 29 November 2023 29 November 2026 20.0 cents 3,100,000 24 May 2024 27 May 2027 40.0 cents 450,000 No option holder has any right under the options to participate in any other share issue of the Company. Shares issued on the exercise of options There were no shares issued on the conversion of options in the year ended 30 June 2024 (2023: Nil). Shares issued on the conversion of performance rights There were 1,083,800 shares issued on the conversion of performance rights in the year ended 30 June 2024 (2023: 106,000). Date of Exercise Issue price of shares Number of shares issued 2024 cents 2023 cents 2024 Number 2023 Number 31 January 2023 - 17.0 - 106,000 11 September 2023 14.5 - 508,000 - 20 December 2023 18.0 - 200,000 - 16 January 2024 19.0 - 42,000 - 30 January 2024 17.5 - 108,800 - 10 April 2024 19.5 - 225,000 - Indemnification and Insurance of Directors and Officers During the financial year the Group paid a premium of $15,280 (2023: $17,280) to insure the Directors and officers of the Group. The policy indemnifies each Director and officer of the Group against certain liabilities arising in the course of their duties. Proceedings on behalf of the Group No person has applied for leave of court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year. Environmental Regulation The Group holds exploration licences and mining leases in Australia. These licences specify guidelines for environmental impacts in relation to exploration activities. The licence conditions provide for the full rehabilitation of the areas of exploration in accordance with the respective jurisdiction’s guidelines and standards. The Group is not aware of any significant breaches of the licence condition. 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. DIRECTORS’ REPORT (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 34 Corporate Governance A summary of the Company’s corporate governance policies, practices and compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition) will be provided at the same time as the 2024 Annual Report. Auditor BDO Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001. Auditor’s Independence Declaration A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is included at Page 35. Non-Audit Services The Group may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Group are important. The Board would ensure none of the services undermine the general principles relating to the auditor independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards). Fees paid, and payable to the auditor for the year ended 30 June 2024 were $58,866 (2023: $45,589). Rounding Off The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/Director’s Reports) Instrument 2016/191 and in accordance with that Instrument, amounts in the consolidated financial statements and Director’s report have been rounded off to the nearest dollar, unless otherwise stated. This report is made in accordance with a resolution of the Board of Directors and signed for on behalf of the Board by: Ian Bamborough Managing Director Perth, Western Australia 27 September 2024 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. Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF SATURN METALS LIMITED As lead auditor of Saturn Metals Limited for the year ended 30 June 2024, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Saturn Metals Limited and the entities it controlled during the period. Dean Just Director BDO Audit Pty Ltd Perth 27 September 2024 SATURN METALS LIMITED – ANNUAL REPORT 2024 36 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 30 June 2024 2024 2023 Note $ $ Interest and other income 111,741 56,354 Interest and other income 111,741 56,354 Share-based remuneration 20 (585,758) (717,468) Employee and Directors’ benefit expenses 13 (1,125,935) (1,135,278) Administration expenses 13 (729,331) (659,494) Finance costs (4,177) (6,070) Capitalised exploration expenditure expensed 9 (352,991) (112,980) Impairment expense 9 (88,032) (1,015,578) Expenses (2,886,224) (3,646,868) Loss before income tax (2,774,483) (3,590,514) Income tax benefit (expense) 14 - - Loss after income tax (2,774,483) (3,590,514) Other comprehensive income - - Total comprehensive loss for the year attributable to the members of Saturn Metals Limited (2,774,483) (3,590,514) Earnings per share: Basic and diluted loss per share for the year attributable to the members of Saturn Metals Limited 22 (0.01) (0.03) The above statement should be read in conjunction with the accompanying notes. SATURN METALS LIMITED – ANNUAL REPORT 2024 37 CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2024 2024 2023 Note $ $ Current Assets Cash and cash equivalents 5 4,111,750 3,504,209 Trade and other receivables 81,346 79,538 Other current assets 170,370 276,841 Total Current Assets 4,363,466 3,860,588 Non-Current Assets Trade and other receivables 42,974 42,974 Property, plant & equipment 500,927 261,637 Exploration & evaluation assets 9 40,005,281 34,695,433 Total Non-Current Assets 40,549,182 35,000,044 Total Assets 44,912,648 38,860,632 Current Liabilities Trade and other payables 10 1,909,691 1,238,544 Lease liabilities 80,709 94,508 Total Current Liabilities 1,990,400 1,333,052 Non-Current Liabilities Trade and other payables 50,849 - Lease liabilities 8 62,208 - Total Non-Current Liabilities 113,057 - Total Liabilities 2,103,457 1,333,052 Net Assets 42,809,191 37,527,580 Equity Contributed equity 11 53,566,347 46,096,011 Accumulated losses 12 (14,128,044) (11,353,561) Share-based payment reserve 12 2,961,988 2,376,230 Option reserve 12 408,900 408,900 Total Equity 42,809,191 37,527,580 The above statement should be read in conjunction with the accompanying notes. SATURN METALS LIMITED – ANNUAL REPORT 2024 38 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2024 Note Contributed Equity $ Accumulated Losses $ Share- based Payment Reserve $ Option Reserve $ Total Equity $ Balance at 30 June 2022 40,922,956 (7,763,047) 1,658,762 408,900 35,227,571 Loss for the year - (3,590,514) - - (3,590,514) Total comprehensive loss for the year 12 - (3,590,514) - - (3,590,514) Issue of share capital 11 5,394,922 - - - 5,394,922 Share issue costs 11 (221,867) - - - (221,867) Share-based payments 12 - - 717,468 - 717,468 Balance at 30 June 2023 46,096,011 (11,353,561) 2,376,230 408,900 37,527,580 Loss for the year - (2,774,483) - - (2,774,483) Total comprehensive loss for the year 12 - (2,774,483) - - (2,774,483) Issue of share capital 11 7,746,200 - - - 7,746,200 Share issue costs 11 (275,864) - - - (275,864) Share-based payments 12 - - 585,758 - 585,758 Balance at 30 June 2024 53,566,347 (14,128,044) 2,961,988 408,900 42,809,191 The above statement should be read in conjunction with the accompanying notes. SATURN METALS LIMITED – ANNUAL REPORT 2024 39 CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2024 2024 2023 Note $ $ Cash flows from operating activities Payments to suppliers and employees (1,541,109) (1,651,629) Net cash outflow from operating activities 15 (1,541,109) (1,651,629) Cash flows from investing activities Payments for purchase of plant and equipment (246,448) (66,209) Payments for exploration expenditure (5,023,618) (6,992,940) Interest received 97,895 56,354 Net cash outflow from investing activities (5,172,171) (7,002,795) Cash flows from financing activities Proceeds from issue of shares 7,696,200 5,394,922 Transaction costs of issue of shares (254,120) (221,867) Payments for lease liabilities (121,259) (122,982) Net cash inflow from financing activities 7,320,821 5,050,073 Net increase/(decrease) in cash and cash equivalents 607,541 (3,604,351) Cash and cash equivalents at the start of year 3,504,209 7,108,560 Cash and cash equivalents at the end of year 5 4,111,750 3,504,209 The above statement should be read in conjunction with the accompanying notes. SATURN METALS LIMITED – ANNUAL REPORT 2024 40 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Significant changes during the year There were no significant changes to adopted accounting policies during the year. The principal accounting policies adopted in the preparation of the financial report are set out in the notes below, including Note 24. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes the consolidated financial statements for the Group at the end of, or during the financial year ended 30 June 2024 and the comparative period. 2. Subsidiary companies The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in accordance with the accounting policy described in Note 24(b): 3. Interests in other entities In April 2020 Saturn entered into an unincorporated joint venture arrangement, through its wholly owned subsidiary Titan Metals Pty Ltd, with Mr Peter Goldner and Dr Angus Collins. Saturn can earn up to 85% in the project through four farm-in stages by spending a total of $1.9 million on exploration over approximately 4 years and by making a total of $195,000 in staged progress payments (cash and or shares). Saturn must keep the tenements in good standing. On Saturn earning an 85% interest an Incorporated Joint Venture will be formed, and the Joint Venture Partners have the option to contribute or dilute (subject to the pre-negotiated dilution formula in line with previous earn in stages) to a combined 1.5% royalty. On the Joint Venture Partners reverting to a royalty position Saturn must make an additional $50,000 progress payment. Saturn earns a transferrable interest in the tenement during the first three stages but does not maintain full commercial rights until having earned a 60% interest by spending a minimum of $900,000 on exploration and notifying the completion of each of the first three stages of the farm-in agreement. As at the time of this report, Titan Metals Pty Ltd has earnt a 60% interest (2023: 20%) in the tenements under the agreement. The agreement does not constitute a Joint Arrangement under the Australian Accounting Standards. The Company accounts for its project expenditure through its wholly owned subsidiary and capitalises any appropriate expenditure in line with its policy on exploration and evaluation assets (Note 9). 4. Segment information Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief decision maker has been identified as the Board of Directors. Management has determined that Saturn only has one segment, being exploration for precious metals at its tenement package, south of Leonora, Western Australia. Whilst the Company’s 100% owned subsidiary, Titan Metals Pty Ltd, has entered into a farm-in arrangement for the exploration of precious metals at West Wyalong, NSW, at this early stage of the arrangement Management does not feel the transactions are material enough to qualify as an additional segment. Equity holding Name Country of Incorporation Class of Shares 2024 2023 % % Titan Metals Pty Ltd Australia Ordinary 100 100 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 41 5. Cash & Cash Equivalents For statement of cash flows preparation purposes, cash and cash equivalents includes cash on hand and short-term deposits held at call (other than deposits used as cash backing for performance bonds) with financial institutions. Any bank overdrafts are shown within borrowings in the current liabilities on the consolidated statement of financial position. Refer to Note 16 for the policy on financial risk management. 7. Property, Plant & Equipment Plant and equipment All assets acquired, including plant and equipment are initially recorded at their cost of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition. Plant and equipment include right-of use assets depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis as set out in Note 8. Depreciation on general plant and equipment is calculated using the straight-line method to allocate their cost or revalued amounts over their estimated useful lives from the time the asset is held ready for use as follows: - Plant 3-10 years - Vehicles 3-8 years - Office equipment 3-5 years - Computer software 3-5 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is impaired. An item of plant and equipment is de-recognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised. Impairment of assets At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount. Recoverable amount is the greater of fair value less costs of disposal and value in use. It is determined for an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs of disposal and it does not generate cash inflows that are largely independent of those from 2024 2023 $ $ Cash at bank and in hand 4,111,750 3,504,209 4,111,750 3,504,209 6. Other Current Assets 2024 2023 $ $ Prepaid insurance 38,423 36,651 Other prepayments 130,525 237,714 Other current assets 1,422 2,476 170,370 276,841 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 42 other assets or groups of assets, in which case, the recoverable amount is determined for the cash- generating unit to which the asset belongs. No impairment losses have been recognised for the year ending 30 June 2024 (2023: $nil). Reconciliation for the year ended 30 June 2024 Plant & Equipment Software Furniture & Equipment Vehicles Total $ $ $ $ $ Carrying amount at 1 July 41,674 51,905 152,480 15,578 261,637 Additions 245,052 - 166,888 - 411,940 Depreciation expense (28,087) (10,751) (128,188) (5,624) (172,650) Net carrying amount at 30 June 258,639 41,154 191,180 9,954 500,927 Reconciliation for the year ended 30 June 2023 Plant & Equipment Software Furniture & Equipment Vehicles Total $ $ $ $ $ Carrying amount at 1 July 50,819 5,710 277,788 21,202 355,519 Additions 3,155 53,755 9,300 - 66,210 Depreciation expense (12,300) (7,560) (134,608) (5,624) (160,092) Net carrying amount at 30 June 41,674 51,905 152,480 15,578 261,637 8. Leases Except for short-term leases and leases of low-value assets, rights-of-use assets, capitalised in Property, Plant & Equipment (Note 7) and corresponding lease liabilities are recognised in the statement of financial position. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis, while the lease liability is reduced by an allocation of each lease payment. Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. (a) Amounts recognised in the statement of financial position: As at 30 June 2024 Plant & Equipment Software Furniture & Equipment Vehicles Total $ $ $ $ $ Cost or fair value 325,717 94,267 516,547 44,991 981,522 Accumulated depreciation (67,078) (53,113) (325,367) (35,037) (480,595) Net carrying amount 258,639 41,154 191,180 9,954 500,927 As at 30 June 2023 Plant & Equipment Software Furniture & Equipment Vehicles Total $ $ $ $ $ Cost or fair value 80,665 94,267 435,862 44,991 655,785 Accumulated depreciation (38,991) (42,362) (283,382) (29,413) (394,148) Net carrying amount 41,674 51,905 152,480 15,578 261,637 2024 2023 Right-of-use assets: $ $ Furniture & Equipment: Office space 370,887 210,739 Equipment 13,362 8,017 Station house accommodation - 86,202 384,249 304,958 Lease liabilities: Current 80,709 94,508 Non-current 62,208 - 142,917 94,508 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 43 Additions to the right-of-use assets during the year was $165,493 (2023: Nil). The total lease liabilities increased by $165,493 due to the extended office lease. During the year Saturn extended its office lease arrangement for its office premises in West Perth, Western Australia under normal commercial arrangements. (b) Amounts recognised in the statement of profit or loss: The total cash outflow relating to leases during the year was $121,259 (2023: $122,982). 9. Exploration and evaluation assets All exploration and evaluation expenditure is capitalised under AASB 6 Exploration for and Evaluation of Mineral Resources. Mineral interest acquisition costs and exploration and evaluation expenditure incurred is accumulated and capitalised in relation to each identifiable area of interest. These costs are only carried forward to the extent that the Group’s right to tenure to that area of interest are current and either the costs are expected to be recouped through successful development and exploitation of the area of interest (alternatively by sale) or where areas of interest have not at reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active, and significant operations are being undertaken in relation to the area of interest. Amortisation is not charged on costs carried forward in respect of areas of interest in the exploration and evaluation phase or development phase until production commences. Details of critical accounting estimates and judgements in relation to exploration and evaluation assets are detailed in Note 24(d). The recoverability of the carrying amount of the exploration and evaluation assets is dependent on the successful development and commercial exploitation, or alternatively the sale, of the respective areas of interest. A regular review of each area of interest is undertaken to determine the appropriateness of the carrying value in relation to that area of interest, as well to determine if events of changes in circumstances indicate that the carrying value may not be recoverable, in which case an impairment expense may be recorded. During the year ended 30 June 2024 Saturn has recorded an impairment expense of $88,032 (2023: $1,015,578) against the capitalised carrying value of its exploration assets. The expense recorded for the year ended 30 June 2024 directly relates to the carrying value of tenure relinquished or proposed to be relinquished by the Company. 2024 2023 Depreciation charge of right-of-use assets: $ $ Office space 65,739 68,352 Equipment 2,664 2,676 Station house accommodation 38,022 43,101 106,425 114,129 Interest expenses (included in finance costs) 4,177 6,070 4,177 6,070 2024 2023 $ $ At cost 40,005,281 34,695,433 Reconciliation: Opening balance 34,695,433 28,379,483 Exploration expenditure 5,750,871 7,444,508 Exploration expenditure expensed (352,991) (112,980) Impairment expense (88,032) (1,015,578) Closing balance 40,005,281 34,695,433 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 44 10. Trade and other payables 2024 2023 $ $ Trade payables 1,149,191 772,619 Accrued expenses & other payables 760,500 465,925 1,909,691 1,238,544 11. Contributed Equity 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. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. If the entity acquires its own equity instruments, e.g. as the result of a share buy-back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) are recognised directly in equity. (a) Share capital 2024 2023 Number of Number of Shares $ Shares $ Authorised & issued, ordinary shares fully paid 224,002,477 53,566,347 161,030,605 46,096,011 (b) Movements in ordinary share capital 2024 2023 Number of Number of Shares $ Shares $ Opening balance at 1 July 161,030,605 46,096,011 129,899,177 40,922,956 Shares issued: - On conversion of performance rights 1,083,800 - 106,000 - - As a result of share placements 61,569,600 7,696,200 31,025,428 5,394,922 - In lieu of progress payments to West Wyalong Joint Venture partners 318,472 50,000 - - - Transaction costs on share issues - (275,864) - (221,867) Closing balance at 30 June 224,002,477 53,566,347 161,030,605 46,096,011 (c) Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. (d) Options & performance rights Information relating to options and performance rights issued during the year is set out in Note 20. (e) Capital risk management In employing its capital, the Group seeks to ensure that it will be able to continue as a going concern and in time provide value to shareholders by way of increased market capitalisation and/or dividends. In the current stage of its development, the Group has invested its available capital in acquiring and exploring mining tenements. As is appropriate at this stage, the Group is funded entirely by equity. As it moves forward to develop its tenements towards production, the Group will adjust its capital structure NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 45 to support its operational and strategic objectives, by raising additional capital or taking on debt, as is seen to be appropriate from time to time given the overriding objective of creating shareholder value. In this regard, the Board will consider each step forward in the development of the Group on its merits and in the context of the then capital markets, in deciding how to structure funding arrangements. 12. Reserves and accumulated losses (a) Accumulated losses 2024 2023 $ $ Opening balance 11,353,561 7,763,047 Loss for the year 2,774,483 3,590,514 Closing balance 14,128,044 11,353,561 (b) Share-based payments reserve Opening balance 2,376,230 1,658,762 Option expenses (Director options) 191,703 271,928 Option expenses (Employee options) 56,156 109,475 Options lapsed (Employee options) (55,755) - Performance rights expenses (Directors rights) 237,997 263,163 Lapsed performance rights (Directors rights) - (135,800) Performance rights expenses (Employee rights) 317,790 344,509 Lapsed performance rights (Employee rights) (162,133) (135,807) Closing balance 2,961,988 2,376,230 (c) Option reserve Opening balance 408,900 408,900 Options issued to third party - - Closing balance 408,900 408,900 Nature & Purpose of Reserve Share-based payments reserve: The share-based payment reserve represents the fair value of equity benefits provided to Directors and employees as part of their remuneration for services provided to the Group paid for by the issue of equity. Reserve Movements Share options & reserve movements: 2024 2023 2024 2023 Number Number $ $ Opening balance 6,600,000 4,600,000 1,542,146 1,160,743 Options issued to Directors 3,100,000 2,200,000 191,703 271,928 Options issued to Employees 450,000 1,000,000 56,155 109,475 Exercised - - - - Lapsed (750,000) (1,200,000) (55,755) - Closing balance 9,400,000 6,600,000 1,734,249 1,542,146 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 46 Number 2024 2023 Exercisable at 80.0 cents; vesting on or before 22 Nov 2022 1,100,000 1,100,000 Exercisable at 80.0 cents; vesting on or before 22 Nov 2023 1,100,000 1,100,000 Exercisable at 63.0 cents; vesting on or before 9 Dec 2022 150,000 400,000 Exercisable at 63.0 cents; vesting on or before 9 Dec 2023 150,000 400,000 Exercisable at 63.0 cents; vesting on or before 9 Dec 2024 150,000 400,000 Exercisable at 28.0 cents; vesting on or before 29 Nov 2023 2,200,000 2,200,000 Exercisable at 25.0 cents; vesting on or before 3 Feb 2024 333,333 333,333 Exercisable at 25.0 cents; vesting on or before 3 Feb 2025 333,333 333,333 Exercisable at 25.0 cents; vesting on or before 3 Feb 2026 333,334 333,334 Exercisable at 20.0 cents; vesting on or before 29 Nov 2024 3,100,000 - Exercisable at 40.0 cents; vesting on or before 27 May 2025 450,000 - 9,400,000 6,600,000 The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement of fair value (Note 20(a)). Third party options & reserve movements: 2024 2023 2024 2023 Number Number $ $ Opening balance - - 408,900 408,900 Options issued to Third Party - - - - Options Expired - - - - Closing balance - - 408,900 408,900 Number 2024 2023 Exercisable at 70.0 cents; vesting on issue - - - - Performance rights & reserve movements: 2024 2023 2024 2023 Number Number $ $ Opening balance 5,202,000 2,393,000 834,084 498,019 Performance Rights issued to Directors 2,000,000 1,000,000 237,997 263,163 Performance Rights issued to Employees 4,275,000 2,575,000 317,790 344,509 Lapsed (1,764,200) (766,000) (162,133) (271,607) Exercised (1,083800) (106,000) - - Closing balance 8,629,000 5,202,000 1,227,738 834,084 The fair value of the rights is determined on the market price of the Group’s shares at grant date, with an adjustment made to take into account the two-year vesting period. The maximum value of the performance rights shares vested has been determined as the amount of the grant date fair value of the rights that is expensed. For the performance rights granted during the year ended 30 June 2024, the maximum value vested for this grant was estimated based on the share price of the Group at grant date. The minimum value of performance rights shares vested is nil, as the shares will be forfeited if the vesting conditions are not met. The Directors do not receive any dividends and are not entitled to vote in relation to the performance rights during the vesting period (Note 20(b)). NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 47 13. Expenses 2024 2023 $ $ Employees and Director’s benefit expenses: Employment costs 871,613 871,870 Directors’ fees 242,000 242,000 Recruitment costs 12,322 21,408 1,125,935 1,135,278 Administration expenses: Corporate 312,991 296,854 Depreciation 172,650 160,092 Travel 73,887 44,281 Insurance 55,911 56,131 Office 66,471 63,343 Other Administration 47,421 38,793 729,331 659,494 14. Income tax The income tax expense (or benefit) for the period is the tax payable (or refundable) on the current period’s taxable income based on the notional income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised. A deferred income tax asset is not recognised where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable income or when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised. The carrying amount of deferred income tax assets are reviewed at each reporting date and reduced to the extent it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted at the reporting date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit and loss for the year. The Group has total carried forward tax losses arising in Australia of $14,566,329 (2023: $12,160,688) available for offset against future assessable income of the Group. The deferred tax asset in respect of these losses has been used to offset a deferred tax liability. The net deferred tax asset attributable to the residual tax losses of $13,083,525 has not been brought to account until convincing evidence exists that assessable income will be earned of a nature and amount to enable such benefit to be realised. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 48 15. Reconciliation of cash flows from operating activities to loss after income tax For statement of cash flows preparation purposes, cash and cash equivalents includes cash on hand and short-term deposits held at call (other than deposits used as cash backing for performance bonds) with financial institutions. Any bank overdrafts are shown within borrowings in the current liabilities on the consolidated statement of financial position. 2024 2023 $ $ Cash flow from operating activities: Net cash outflow from operating activities (1,541,109) (1,651,629) Adjustments for: Share-based payments (585,758) (717,468) Depreciation (172,650) (160,092) Interest received and receivable 97,895 56,354 Capitalised exploration expenditure expensed (352,991) (112,980) Impairment expense (88,032) (1,015,578) Interest paid on lease liabilities (4,177) (6,070) Change in operating assets and liabilities: Decrease in receivables (27,737) (24,969) Increase in other current assets (11,265) 72,958 Increase/(decrease) in payables (88,659) (31,040) Loss after income tax (2,774,483) (3,590,514) Non-cash investing activities: Additions of right-of-use assets 165,493 - Non-cash financing activities: Increase in lease liabilities 165,493 - 16. Financial Risk Management Overview The Group is exposed to financial risks through the normal course of its business operations. The key risks impacting the Group’s financial instruments are considered to be, interest rate risk, liquidity risk, and credit risk. There is no foreign exchange risk or impact. The Group’s financial instruments exposed to these risks are cash and cash equivalents, trade receivables, trade payables and other payables. Credit risk Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables. Management assesses the credit quality of the counterparties by taking into account its financial position, past experience and other factors. For banks and financial institutions, management considers independent ratings and only dealing with banks licensed to operate in Australia. The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. Tax receivables and prepayments do not meet the definition of financial assets. Risk management: The Group limits its exposure to credit risk in relation to cash and cash equivalents and other financial assets by only utilising banks and financial institutions with acceptable credit ratings. The Group operates in the mining exploration sector and does not have trade receivables from customers. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 49 Impairment losses: At 30 June 2024 the Group has not recognised any impairment losses (2023: $Nil). Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages liquidity by maintaining adequate reserves by continuously monitoring forecast and actual cash flows ensuring there are appropriate plans in place to finance these future cash flows. Typically, the Group ensures it has sufficient cash on hand to meet expected operational expenses, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Financial Obligations: 30 June 2024 $ 30 June 2023 $ Trade and other payables less than 6 months 527,790 1,238,544 Lease liabilities payable less than 12 months 80,709 94,508 Lease liabilities payable more than 12 months 62,208 - Interest rate risk Interest rate risk is the risk that the Group’s financial position will be adversely affected by movements in interest rates, cash and cash equivalents at variable rates exposes the Group to cash flow interest rate risk. The Group is not exposed to fair value interest rate risk as all of its financial assets and liabilities are carried at amortised amount. At the reporting date there were no interest-bearing financial instruments (2023: $Nil) and there were no financial liabilities subject to variable interest (2023: $Nil). Cash flow sensitivity analysis for variable rate instruments of the Group: At 30 June 2024 if interest rates had changed +/- 100 basis points from year end rates with all other variables held constant, equity and post-tax loss would have been subject to no change as no short- term cash deposits were held at the end of the year (2023: $Nil lower/higher). Capital management The Directors’ objectives when managing capital are to ensure that the Group can fund its operations and continue as a going concern, so that they may continue to provide returns for shareholders and benefits for other stakeholders. Due to the nature of the Group’s activities, being mineral exploration, the Group does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Group’s capital risk management is the current working capital position against the requirements of the Group to meet exploration programmes and corporate overheads. The Group’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 50 The working capital position of the Group were as follows: Note 2024 $ 2023 $ Cash and cash equivalents 5 4,111,750 3,504,209 Trade and other receivables 81,346 79,538 Lease liabilities 8 (80,709) (94,508) Trade and other payables 10 (1,909,691) (1,238,544) Working capital position 2,202,696 2,250,695 Fair values The carrying values of all financial assets and financial liabilities, as disclosed in the statement of financial position, approximate their fair values. 17. Contingencies & Commitments The Group had no contingent assets or liabilities as at 30 June 2024 (2023: $Nil). Exploration commitments Under the terms of mineral tenement licences held by the Group, minimum annual expenditure obligations are required to be expended during the forthcoming financial year in order for the tenements to maintain a status of good standing. This expenditure may be subject to variation from time to time in accordance with the relevant state department’s regulations. The Group may at any time relinquish tenements and as such avoid the requirement to meet applicable expenditure requirement or may seek exemptions from the relevant authority. Expenditure commitments within one year at the reporting date but not recognised as liabilities were $1,048,100 (2023: $994,600). Due to the uncertain nature of exploration and the fact that the Group may at any time relinquish tenements, it does not believe it to be appropriate to recognise these commitments post 12 months. The Group had no other exploration expenditure commitments, or other commitments greater than 12 months. 18. Events after the reporting period There were no other matters or circumstances that have arisen since the end of the financial period which significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial years, other than: • The capital raising via placement announced on 1 July 2024 to raise $14 million (before costs) through the issue of 84,848,470 shares at a price of $0.165 per share. The placement was completed in two tranches with 55,602,528 shares issued on 5 July 2024 and the balance 29,245,879 shares issued on 23 August 2024, following shareholder approval received on 15 August 2024. . NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 51 19. Related Parties Compensation of key management personnel 2024 2023 $ $ Short-term employee benefits 541,998 540,799 Post-employment benefits 54,119 51,999 Long-term benefits 39,212 16,154 Share-based payments 429,700 399,291 1,065,029 1,008,243 Transactions with related parties The Group had no other transactions with related parties. 20. Share–based payments Share-based compensation benefits to directors, employees and consultants are provided at the discretion of the Board. The fair value of options and performance rights granted is recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the recipient becomes unconditionally entitled to the options or performance rights. The fair value at grant date is determined by using an appropriate model based on the vesting conditions attached to the options. The models used to determine fair value include a Black-Scholes model, or a hybrid employee share options pricing model. During the year the Group has granted performance rights and options to Directors and employees through its Performance Rights and Incentive Option Plan (Plan). Saturn’s Performance Rights and Incentive Option Plan was last approved by shareholders at the annual general meeting held 24 November 2021. Share-based payments recognised during the financial year within the consolidated statement of profit or loss were as follows: 2024 2023 $ $ Options issued 247,859 381,403 Options reversed (55,755) - Performance rights issued 555,787 607,672 Performance rights reversed (162,133) (271,607) 585,758 717,468 The movements in share-based payments reserves were as follows: Balance at the beginning of the year 2,376,230 1,658,762 Option expenses (Director options) 191,703 271,928 Option expenses (Employee options) 56,156 109,475 Options lapsed (Employee options) (55,755) Performance rights expenses (Directors rights) 237,997 263,163 Performance rights lapsed (Directors rights) - (135,800) Performance rights expenses (Employee rights) 317,790 344,509 Performance rights lapsed (Employee rights) (162,133) (135,807) Balance at the end of the year 2,961,988 2,376,230 Details of the share-based payment reserve can be found in Note 12. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 52 (a) Options Details of options granted under the Plan are set out in the following table. Grant date Expiry date Exercise price Fair value per option at grant date Balance 1 July 2023 Options Balance 30 June 2024 Vested & exercisable Granted during the year Lapsed during the year 24 Nov 21 22 Nov 24 $0.800 $0.199 2,200,000 - - 2,200,000 2,200,000 13 Dec 21 9 Dec 25 $0.630 $0.173 1,200,000 - (750,000) 450,000 300,000 29 Nov 22 27-Nov-25 $0.280 $0.058 2,200,000 - - 2,200,000 2,200,000 25 Jan 23 2-Feb-27 $0.250 $0.079 1,000,000 - - 1,000,000 333,333 29 Nov 23 29 Nov 26 $0.200 $0.052 - 3,100,000 - 3,100,000 - 24 May 24 27 May 27 $0.400 $0.100 - 450,000 - 450,000 - 6,600,000 3,550,000 (750,000) 9,400,000 5,033,333 The weighted average remaining contractual life of options outstanding at the end of the period was 1.70 years (2023: 2.26 years). The weighted average exercise price of options outstanding at the end of the period was $0.39 (2023: $0.51). The weighted average fair value of options outstanding at the end of the period was $0.10 (2023: $0.13). Fair value of options granted during the year ended 30 June 2024: 3,100,000 options issued to Director’s vest in one tranche over a twelve-month period with 100% vesting 12 months from the grant date. 450,000 options issued to employee’s vest in in one tranche over a twelve-month period with 100% vesting 12 months from the issue date. Director Employee Exercise price $0.20 $0.25 Grant date 29 November 2023 24 May 2024 Expiry date 29 November 2026 27 May 2027 Share price at issue date $0.1375 $0.250 Expected price volatility 69% 77% Expected dividend yield 0% 0% Risk-free interest rate 4.012% 3.980% NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 53 (b) Performance Rights Details of performance rights granted under the Plan are set out in the following table. Fair value of performance rights granted during the year ended 30 June 2024: Performance rights granted during the year were as follows. Grant Date Type Class A Class B Class C Total 29 Nov 23 Director Performance Rights 600,000 600,000 800,000 2,000,000 17 May 24 Employee Performance Rights 862,500 1,710,000 1,702,500 4,275,000 Tranche 1,2 and 3 Performance Rights Class A: The Company to define a new discovery or deposit with +100,000 oz JORC compliant Mineral Resource 31 December 2025. Class B: The holder must have remained in continuous employment with the Company from the Issue Date as either Saturn staff, under an Executive Services Agreement or, Non-Executive Director or as an officially appointed officer. Testing of the measure will be on 29 November 2025. Class C: The Company to publish a definitive feasibility study for the Apollo Hill Gold project by 30 June 2026. The performance rights were valued on a prorated basis as a result of the non-market vesting conditions attached. The fair value at grant date is determined using a Black-Scholes option model that takes into account the exercise price, the term of the performance right, the share price at grant date. Director Employee Exercise price Nil Nil Grant date 29 November 2023 17 May 2024 Performance measurement date – Class A 31 December 2025 31 December 2025 Performance measurement date – Class B 29 November 2025 29 November 2025 Performance measurement date – Class C 30 June 2026 30 June 2026 Expiry date 29 November 2026 29 November 2026 Share price at issue date $0.1375 $0.2450 Expected price volatility 69% 76% Expected dividend yield 0% 0% Risk-free interest rate 4.012% 3.843% Probability assessment 100% 100% (c) Acquisition – Share-based payment The Group made no acquisitions using share-based payments during the year (2023: Nil) Grant date Expiry date Balance 1 July 2023 Performance Rights Balance 30 June 2024 Vested & exercisable Granted during the year Converted during the year Lapsed during the year 24 Nov 21 23 Nov 24 750,000 - (225,000) (525,000) - - 13 Dec 21 19 Dec 24 912,000 - (150,800) (727,200) 34,000 - 29 Nov 22 29 Nov 25 1,000,000 - (200,000) - 800,000 - 14 Dec 22 29 Nov 25 1,540,000 - (308,000) (512,000) 720,000 - 25 Jan 23 29 Nov 25 1,000,000 - (200,000) - 800,000 - 29 Nov 23 29 Nov 26 - 2,000,000 - - 2,000,000 - 17 May 24 29 Nov 26 - 4,275,000 - - 4,275,000 - 5,202,000 6,275,000 (1,083,800) (1,764,200) 8,629,000 - NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 54 21. Remuneration of Auditors 2024 2023 $ $ Amounts paid or due and payable to BDO - Auditing and reviewing financial reports 58,866 45,589 58,866 45,589 There were no non-assurance services provided during the year ended 30 June 2024 (2023: $Nil). The BDO entity performing the audit of the Company transitioned from BDO Audit (WA) to BDO Audit Pty Ltd on the 31 May 2024. The disclosures include amounts received or due and receivable by BDO Audit (WA) Pty Ltd, BDO Audit Pty Ltd and their respective related entities 22. Loss per share Basic loss per share is calculated by dividing the loss attributable to equity holders of the Group, 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 year. 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. 2024 2023 Basic loss per share $ $ Loss from continuing operations attributable to the ordinary equity holders of the Group (0.01) (0.03) Diluted loss per share Loss from continuing operations attributable to the ordinary equity holders of the Group (0.01) (0.03) Reconciliation of loss used in calculation of loss per share Loss from continuing operations attributable to the ordinary equity holders of the Group per share (2,774,483) (3,590,514) Number of Number of Shares Shares Weighted average number of shares used as the denominator 2024 2023 Weighted average number of shares used in calculating basic loss per share 200,354,936 142,680,245 Effect of dilutive securities Options and Performance Rights on issue at reporting date could potentially dilute earnings per share in the future. The effect in the current year is to reduce the loss per share hence they are considered anti-dilutive. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 55 23. Parent Entity Parent Entity 2024 2023 Statement of financial position $ $ Current assets 4,360,238 3,871,206 Total assets 44,914,267 38,864,007 Current liabilities (1,987,174) (1,333,052) Total liabilities (2,100,232) (1,333,052) Net assets 42,814,035 37,530,955 Equity Issued capital 53,566,347 46,096,011 Share-based payments reserve 2,961,988 2,376,230 Option reserve 408,900 408,900 Accumulated losses (14,123,200) (11,350,186) Total equity 42,814,035 37,530,955 Statement of profit or loss and other comprehensive income Interest revenue and other income 111,741 56,354 Comprehensive loss for the year (2,884,755) (3,532,706) Total comprehensive loss for the year (2,773,014) (3,589,060) Commitments for the parent entity are the same as those for the consolidated entity and are set out in Note 17. The financial information for the parent entity, Saturn Metals Limited, has been prepared on the same basis as the consolidated financial statements. The parent entity has not entered into a deed of cross guarantee nor are there any contingent liabilities at year-end. 24. Statement of Significant Accounting Policies The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes the consolidated financial statements for the Group during the financial years ended 30 June 2023 and the comparative period. (a) Basis of preparation These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001. Saturn Metals Limited is a for-profit entity for the purpose of preparing the consolidated financial statements. The presentation currency of these accounts is Australian Dollars (AUD). Going Concern This report is prepared on the going concern basis which assumes the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business. The financial statements for the year ended 30 June 2024 have been prepared on the basis that the group is a going concern and therefore, contemplates the continuity of normal business activity, realisation of assets and settlement of liabilities in the normal course of business. During the year the group recorded a net loss after tax of $2,774,483 and had net cash outflows from operating activities of $1,541,109. At balance date the group has working capital of $2,445,529. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 56 The Directors have reviewed the business outlook and the assets and liabilities of the Group and are of the opinion that the going concern basis of accounting is appropriate as they believe the Group will continue to be successful in securing the additional funds as and when the need to raise funds arises. Compliance with IFRS The consolidated financial statements and notes of the Group comply with International Financial Reporting Standards (IFRS). Historical cost convention These consolidated financial statements have been prepared under the historical cost convention. (b) Principles of consolidation The consolidated financial statements are those of the consolidated entity, comprising Saturn Metals Limited (“the parent entity”) and entities controlled during the year and at reporting date (“Group”). A controlled entity is any entity that 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. Information from the consolidated financial statements of the controlled entities is included from the date the parent company obtains control until such time as control ceases. Where there is a loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which the parent company has control. The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. All intercompany balances and transactions, including unrealised profits arising from intra-Group transactions, have been eliminated in full. Unrealised losses are eliminated except where costs cannot be recovered. Investments in subsidiaries are carried at cost in the parent entity. (c) New standards and amendments Certain new accounting standards and interpretations have been published that are mandatory for the 30 June 2024 reporting period and have not been early adopted by the group. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. (d) Critical accounting estimates and judgements The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. The Group makes estimates and judgements in applying the accounting policies. Share-based payment transactions The Group measures the cost of equity-settled share-based payment transactions by reference to the fair value of the equity instruments at the grant date. The fair value is determined by using an appropriate model based on the vesting conditions attached to the options. The models used to determine fair value include a Black-Scholes model, or a hybrid employee share options pricing model. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity. Impairment of capitalised exploration and evaluation expenditure Critical judgements in respect of accounting policies relate to exploration assets, where exploration expenditure is capitalised in certain circumstances. Recoverability of the carrying amount of any NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Cont.) SATURN METALS LIMITED – ANNUAL REPORT 2024 57 exploration assets is dependent on the successful development and commercial exploitation or sale of the respective areas of interest. It is the Group’s policy to capitalise costs relating to exploration and evaluation activities. The future recoverability of capitalised exploration and evaluation expenditure is dependent upon a number of 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. Factors that could impact future recoverability include the level of reserves and resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. 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 the determination is made. SATURN METALS LIMITED – ANNUAL REPORT 2024 58 CONSOLIDATED ENTITY DISCLOSURE STATEMENT Company1 Type of Entity Country of Incorporation Australian or Foreign Tax Resident Equity Interest (%) Saturn Metals Limited Body Corporate Australia Australian N/A Titan Metals Pty Ltd Body Corporate Australia Australian 100 Notes 1. Entities listed above are those that are part of the consolidated entity at the end of the financial year. Entities disposed of during the year, or where the entity has lost control by the reporting date, are not included here. This means that entities listed could be different to the ‘Interests in subsidiaries’ note contained in the notes to the financial statements. 2. No entities listed above are a part of a trustee, partnership or joint venture. Basis of Preparation This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001. It includes certain information for each entity that was part of the consolidated entity at the end of the financial year. Determination of Tax Residency Section 295 (3A) of the Corporation Acts 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency. It should be noted that the definitions of ‘Australian resident’ and ‘foreign resident’ in the Income Tax Assessment Act 1997 are mutually exclusive. This means that if an entity is an ‘Australian resident’ it cannot be a ‘foreign resident’ for the purposes of disclosure in the CEDS. In determining tax residency, the consolidated entity has applied the following interpretations: • Australian tax residency. • The consolidated entity has applied current legislation and judicial precedent, including having regard to the Commissioner of Taxation’s public guidance in Tax Ruling TR 2018/5. SATURN METALS LIMITED – ANNUAL REPORT 2024 59 DIRECTOR’S DECLARATION The Board of Directors of Saturn Metals Limited declares that: (a) the consolidated financial statements, comprising the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity and accompanying notes are in accordance with the Corporations Act 2001, and: (i) comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (ii) give a true and fair view of the financial position as at 30 June 2024 and performance for the financial year ended on that date of the entity. (b) the consolidated entity disclosure statement as at 30 June 2024 set out on page 58 to the consolidated financial statements is true and correct; (c) the Group has included in the notes to the consolidated financial statements an explicit and unreserved statement of compliance with International Financial Reporting Standards; (d) In the Directors’ opinion, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable; and (e) the Board of Directors have been given the declaration by the chief executive officer and chief financial officer required by Section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors by: Ian Bamborough Managing Director Perth, Western Australia 27 September 2024 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. Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au INDEPENDENT AUDITOR'S REPORT To the members of Saturn Metals Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Saturn Metals Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2024, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial performance for the year ended on that date; and (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Carrying value of exploration and evaluation asset Key audit matter How the matter was addressed in our audit The carrying value of the capitalised exploration and evaluation asset as at 30 June 2024 is disclosed in Note 9 of the financial report. As the carrying value of the capitalised exploration and evaluation asset represents a significant asset of the Group, we considered it necessary to assess whether any facts or circumstances exist to suggest that the carrying amount of this asset may exceed its recoverable amount. Judgement is applied in determining the treatment of exploration expenditure in accordance with Australian Accounting Standard AASB 6 Exploration for and Evaluation of Mineral Resources. In particular, whether facts and circumstances indicate that the exploration and expenditure assets should be tested for impairment. Our procedures included, but were not limited to: • Obtaining a schedule of the areas of interest held by the Group and assessing whether the rights to tenure of those areas of interest remained current at balance date; • Considering the status of the ongoing exploration programmes in the respective areas of interest by holding discussions with management, and reviewing the Group’s exploration budgets, ASX announcements and director’s minutes; • Considering whether any area of interest had reached a stage where a reasonable assessment of economically recoverable reserves existed; • Considering whether there are any other facts or circumstances existing to suggest impairment testing was required; • Reviewing the basis of impairment recorded by management and the methodology used to determine the fair value for compliance with the relevant accounting standards; and • Assessing the adequacy of the related disclosures in Note 9 to the financial report. 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 2024, 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: a) the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of: i) the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. 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 25 to 32 of the directors’ report for the year ended 30 June 2024. In our opinion, the Remuneration Report of Saturn Metals Limited, for the year ended 30 June 2024, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. BDO Audit Pty Ltd Dean Just Director Perth, 27 September 2024 SATURN METALS LIMITED – ANNUAL REPORT 2024 64 SCHEDULE OF TENEMENTS Tenement State Interest Current Area Area Unit Measured km2 Grant Date Expiry Date Western Australia: E 31/1063* WA 100% 34 Standard Block 101.73 9/03/2015 8/03/2025 E 31/1075 WA 100% 11 Standard Block 32.91 9/03/2015 8/03/2025 E 31/1076 WA 100% 17 Standard Block 50.86 10/03/2015 9/03/2025 E 31/1087 WA 100% 4 Standard Block 11.97 19/03/2015 18/03/2025 E 31/1116* WA 100% 8 Standard Block 41.89 26/07/2016 25/07/2026 E 31/1163* WA 100% 42 Standard Block 125.54 27/04/2018 26/04/2028 E 31/1164 WA 100% 9 Standard Block 26.38 27/04/2018 26/04/2028 E 31/1202 WA 100% 2 Standard Block 5.98 1/02/2021 31/01/2026 E 31/1259 WA 100% 9 Standard Block 44.88 28/07/2021 27/07/2026 E 31/1287 WA 100% 11 Standard Block 32.88 23/08/2022 22/08/2027 E 31/1340 WA 100% 11 Standard Block 32.88 Application - E 31/1351 WA 100% 6 Standard Block 17.95 Application - E 31/1394 WA 100% 9 Standard Block 26.87 Application - E 39/1198* WA 100% 11 Standard Block 28.59 31/03/2009 30/03/2025 E 39/1887* WA 100% 5 Standard Block 14.96 24/02/2016 23/02/2026 E 39/1984* WA 100% 37 Standard Block 110.78 30/03/2017 29/03/2027 E 39/2439 WA 100% 42 Standard Block 125.4 Application - E 40/337 WA 100% 3 Standard Block 8.98 3/12/2014 2/12/2024 E 40/372 WA 100% 33 Standard Block 98.9 3/07/2018 2/07/2028 E 40/373 WA 100% 10 Standard Block 29.92 16/11/2018 15/11/2028 M 31/486* WA 100% 410.8 ha 4.11 12/03/2015 11/03/2036 M 31/496* WA 100% 12,172 ha 121.72*** Application - M 39/296 WA 100% 24.43 ha 0.24 30/09/1993 29/09/2035 Total: 23 Exploration & Mining Leases 974.6 km2 L 31/72 WA 100% 13,114 ha 131.14 22/02/2021 21/02/2042 L 31/74 WA 100% 6,249 ha 62.49 23/12/2021 22/12/2042 L 31/75 WA 100% 5,595 ha 55.95 6/08/2021 5/08/2042 L 31/76 WA 100% 1,206 ha 12.06 12/07/2023 11/07/2024 L 31/77 WA 100% 453 ha 4.53 4/08/2023 3/08/2044 L31/78 WA 100% 598 ha 5.98 13/10/2021 12/10/2042 L31/79 WA 100% 2873 ha 28.73 28/11/2022 27/11/2043 L 31/80 WA 100% 458 ha 4.58 12/07/2023 11/07/2044 L 31/81 WA 100% 4,706 ha 47.06 5/01/2023 4/01/2044 L 31/82 WA 100% 945 ha 9.45 12/07/2023 11/07/2044 L 31/83 WA 100% 1,304 ha 13.04 5/01/2023 4/01/2044 L 31/84 WA 100% 1,601 ha 16.01 5/01/2023 4/01/2044 L 31/85 WA 100% 4,784 ha 47.84 5/01/2023 4/01/2044 L 31/93 WA 100% 377 ha 3.77 Application - L 31/94 WA 100% 71 ha 0.71 10/09/2024 9/09/2045 L 31/95 WA 100% 132 ha 1.32 2/07/2024 1/07/2045 L 31/96 WA 100% 90 ha 0.9 26/02/2024 25/02/2045 L 31/97 WA 100% 21 ha 0.21 2/07/2024 1/07/2045 L 31/98 WA 100% 95 ha 0.95 2/07/2024 1/07/2045 L 31/99 WA 100% 328 ha 3.28 26/02/2024 25/02/2045 L 31/100 WA 100% 63 ha 0.63 10/09/2024 9/09/2045 L 31/101 WA 100% 2 ha 0.02 10/09/2024 9/09/2045 L 31/102 WA 100% 86 ha 0.86 10/09/2024 9/09/2045 L 31/103 WA 100% 18 ha 0.18 2/07/2024 1/07/2045 L 31/104 WA 100% 48 ha 0.48 2/09/2024 1/09/2045 L 31/105 WA 100% 17 ha 0.17 Application - L 31/107 WA 100% 33 ha 0.33 Application - L 31/108 WA 100% 22 ha 0.22 Application - L 39/284 WA 100% 289 ha 2.89 1/07/2020 30/06/2041 L 39/292 WA 100% 6,590 ha 65.9 24/02/2021 23/02/2042 L 39/310 WA 100% 11,727 ha 117.27 7/12/2022 6/12/2043 L 39/311 WA 100% 553 ha 5.53 7/12/2022 6/12/2043 L 39/312 WA 100% 3,799 ha 37.99 7/12/2022 6/12/2043 L 39/351 WA 100% 13 ha 0.13 9/07/2024 8/07/2045 L 39/353 WA 100% 1,454 ha 14.54 4/04/2024 3/04/2045 L 39/355 WA 100% 731 ha 7.31 25/09/2024 24/09/2045 L 39/356 WA 100% 108 ha 1.08 31/05/2024 30/05/2045 L 39/357 WA 100% 2,394 ha 23.94 4/04/2024 3/04/2045 L 39/361 WA 100% 159 ha 1.59 9/07/2024 8/07/2045 L 39/362 WA 100% 2 ha 0.02 9/07/2024 8/07/2045 L 39/363 WA 100% 59 ha 0.59 9/07/2024 8/07/2045 SATURN METALS LIMITED – ANNUAL REPORT 2024 65 SCHEDULE OF TENEMENTS (Cont.) Tenement State Interest Current Area Area Unit Measured km2 Grant Date Expiry Date L 39/364 WA 100% 229 ha 2.29 9/07/2024 8/07/2045 L 39/365 WA 100% 26 ha 0.26 9/07/2024 8/07/2045 L 39/369 WA 100% 62 ha 0.62 25/09/2024 24/09/2045 L 39/370 WA 100% 17 ha 0.17 25/09/2024 24/09/2045 L 39/371 WA 100% 4 ha 0.04 25/09/2024 24/09/2045 L 39/372 WA 100% 266 ha 2.66 23/08/2024 22/08/2045 L 39/373 WA 100% 922 ha 9.22 23/08/2024 22/08/2045 L 39/380 WA 100% 8 ha 0.08 Application - L 40/28 WA 100% 2,675 ha 26.75 24/02/2021 23/02/2042 L 40/29 WA 100% 3,800 ha 38.00 24/02/2021 23/02/2042 L 40/38 WA 100% 836 ha 8.36 5/01/2023 4/01/2044 L 40/39 WA 100% 8,091 ha 80.91 15/09/2023 14/09/2044 L 40/45 WA 100% 657 ha 6.57 Application - L 40/47 WA 100% 269 ha 2.69 Application - L 40/48 WA 100% 18 ha 0.18 Application - L 40/49 WA 100% 21 ha 0.21 Application - L 40/50 WA 100% 52 ha 0.52 Application - L 40/51 WA 100% 160 ha 1.6 Application - L 40/52 WA 100% 489 ha 4.89 Application - Total: 60 Miscellaneous Licences 917.69 km2 New South Wales: EL 9168 NSW 100% 54 Standard Block 153.7 3/05/2021 3/05/2027 EL 8815 ** NSW 20% 31 Standard Block 88.24 14/01/2019 14/01/2028 Total: 2 Exploration Leases 241.94 km2 Notes: Schedule of Tenements is current as at 30 September 2024. * Land subject to 5% Hampton Hill Royalty on +1Moz Production ** Saturn Metals Limited holds an 60% interest in this tenement through a farm in Joint Venture arrangement. SATURN METALS LIMITED – ANNUAL REPORT 2024 66 MINERAL RESOURCE ESTIMATION GOVERNANCE STATEMENT Saturn Metals Limited has ensured that the Mineral Resource estimate is subject to good governance arrangements and internal controls. The Mineral Resource reported has been generated by independent external consultants who are experienced in best practices in modelling and estimation methods. The consultants have also undertaken a review of the quality and suitability of the underlying information used to generate the resource estimations. Additionally, Saturn Metals Limited carries out regular reviews and audits of internal processes and external contractors that have been engaged by the Company. Competent Persons Statements for the estimation are included on page 67. The Mineral Resource estimate for Apollo Hill was compiled and reported in accordance with the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' (the JORC Code) 2012 Edition. As at 30 June 2024 28 June 2023 Apollo Hill Mineral Resource The model is reported above the 2023 nominal RF1.0 pit optimization shell for RPEEE and 0.20 g/t Au lower cut-off grade for all material types. There is no depletion by mining within the model area. Estimation is by restricted OK (ROK) for all mineralised zones. The model currently assumes a 10mE x 25mN x 5mRL selective mining unit (SMU) for open pit mining. Selectivity may vary with changed mining and processing scenarios. The final models are SMU models and incorporate internal dilution to the scale of the SMU. The models do not account for mining related edge dilution and ore loss. Classification is according to JORC Code Mineral Resource categories. Measured is assigned only to areas having RC grade control drilling. Densities are assigned according to key lithological units and weathering oxidation states with values ranging from 2.1 to 2.9 t/m3. Totals may vary due to rounded figures. Details of this Mineral Resource were reported to the ASX in an announcement titled ‘Apollo Hill Gold Resource Upgraded to 1.84Moz’ dated 28 June 2023. Tonnes Au Au Metal Tonnes Au Au Metal Tonnes Au Au Metal Tonnes Au Au Metal (Mtonnes) (g/t) (KOzs) (Mtonnes) (g/t) (KOzs) (Mtonnes) (g/t) (KOzs) (Mtonnes) (g/t) (KOzs) oxide 0.1 0.63 2.8 1.1 0.46 17 0.8 0.55 14 2.1 0.51 33 transitional 2.1 0.57 39 8.9 0.51 145 3.1 0.56 56 14 0.53 239 fresh 2.4 0.52 40 44 0.53 751 43 0.56 775 89 0.55 1,567 total 4.7 0.55 82 54 0.53 912 47 0.56 845 105 0.54 1,839 Lower Cut-off Grade Au g/t Oxidation state 0.2 MII Total Inferred Indicated Measured SATURN METALS LIMITED – ANNUAL REPORT 2024 67 COMPETENT PERSONS STATEMENT Competent Persons Statements – June 2023 Mineral Resources Apollo Hill and Apollo Hill Project The information in this report that relates to exploration targets, geology, and exploration results and data compilation is based on information compiled by Ian Bamborough (IB), a Competent Person who is a Member of The Australian Institute of Geoscientists. Ian Bamborough is a fulltime employee (Managing Director) of the Company and a shareholder in the Company. Ian Bamborough has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Ian Bamborough consents to the inclusion in the report of the matters based on her information in the form and context in which it appears. The information in this announcement that relates to Apollo Hill Mineral Resource estimates (gold) is based on information compiled and generated by Ingvar Kirchner, an employee of AMC Consultants. Mr Kirchner consents to the inclusion, form and context of the relevant information herein as derived from the original resource reports. Mr Kirchner has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which is being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the JORC ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Competent Persons Statement – Exploration The information in this report that relates to exploration targets and exploration results is based on information compiled by Ian Bamborough, a Competent Person who is a Member of The Australian Institute of Geoscientists. Ian Bamborough is a fulltime employee and Director of the Company, in addition to being a shareholder in the Company. Ian Bamborough has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Ian Bamborough consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. (a) This document contains exploration results and historic exploration results as originally reported in fuller context in Saturn Metals Limited ASX Announcements, Quarterly Reports and Prospectus – as published on the Company's website. Saturn Metals Limited confirms that it is not aware of any new information or data that materially affects the information on results noted. SATURN METALS LIMITED – ANNUAL REPORT 2024 68 ADDITIONAL SHARHEOLDER INFORMATION Issued Securities The following security holder information set out in this section was applicable at 30 September 2024. Quoted Securities – Fully Paid Ordinary Shares a) Distribution of Share Holdings Size of Holding Number of Shares Number of Shareholders % 100,001 and Over 287,055,369 196 92.93 10,001 to 100,000 19,843,813 494 6.42 5,001 to 10,000 1,312,687 161 0.42 1,001 to 5,000 659,976 222 0.21 1 to 1,000 13,039 44 0.00 Total 308,884,884 1,117 100.00 At the prevailing market price of $0.28 per share there were 85 shareholders holding less than a marketable parcel of shares, totalling 67,616 shares. b) Twenty Largest Shareholders Rank Shareholder Number of Shares Held % 1 CITICORP NOMINEES PTY LIMITED 58,345,749 18.89 2 LION SELECTION GROUP LIMITED 54,303,031 17.58 3 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 25,086,957 8.12 4 BNP PARIBAS NOMINEES PTY LTD 24,737,603 8.01 5 WYTHENSHAWE PTY LTD 13,261,213 4.29 6 EQUITY TRUSTEES LIMITED 7,069,296 2.29 7 PERTH CAPITAL PTY LTD 6,641,600 2.15 8 GLYDE STREET NOMINEES PTY LTD 5,300,000 1.72 9 PERTH CAPITAL PTY LTD 4,050,000 1.31 10 MR IAN BAMBOROUGH 3,676,730 1.19 11 DIMENSIONAL HOLDINGS PTY LTD 3,535,000 1.14 12 HUON PINE PTY LTD 3,128,644 1.01 12 WYTHENSHAWE PTY LTD 3,084,000 1.00 13 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 3,026,935 0.98 14 MR KEIRAN HAYNES 2,400,540 0.78 15 ROMAN ROAD HOLDINGS PTY LTD 2,382,000 0.77 16 MR PETER ROBERT JUSTIN CLARKE 2,050,000 0.66 17 RUPERT CLARKE & COMPANY PTY LTD 2,000,000 0.65 18 RUPERT CLARKE & CO PTY LTD 2,000,000 0.65 19 MR ANDREW LENOX HEWITT 1,960,000 0.63 20 MR ANDREW LENOX HEWITT 1,772,778 0.57 Top Twenty Shareholders 229,812,076 74.40 Total Issued Capital 308,884,884 100.00 SATURN METALS LIMITED – ANNUAL REPORT 2024 69 c) Substantial Shareholder Notifications Shareholder Number of Shares Held % 1 DUNDEE CORORATION & ASSOCIATES 55,075,272 17.83 2 LION SELECTION GROUP LIMITED 54,303,031 17.58 3 WHYTHENSHAWE PTY LTD AND ASSOCIATES 32,336,813 10.47 4 POINTILLIST PARTNERS LLC 20,451,870 6.60 1) As lodged with the ASX on 27 August 2024. 2) As lodged with the ASX on 23 August 2024. 3) As lodged with the ASX on 27 August 2024. 4) As lodged with the ASX on 6 September 2024. d) Voting Rights “Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at meetings of Shareholders or classes of Shareholders: a) each Shareholder entitled to vote may vote in person or by proxy, attorney or Representative; b) on a show of hands, every person present, who is a Shareholder, or a proxy, attorney or Representative of a Shareholder has one vote (even though he or she may represent more than one member); and c) on a poll, every person present who is a Shareholder or a proxy, attorney or Representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or Representative, have one vote for the Share, but in respect of partly paid Shares, shall have such number of votes being equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable in respect of those Shares (excluding amounts credited).” e) On Market Buy-Back There is currently no on-market buy-back in place. Unquoted Securities – Options & Performance Rights Options a) Details of Options on Issue Class Number of Holders Number of Options Exercisable at $0.80 Expiring 22/11/24 4 2,200,000 Exercisable at $0.63 Expiring 09/12/25 1 450,000 Exercisable at $0.28 Expiring 27/11/25 4 2,200,000 Exercisable at $0.25 Expiring 02/02/27 1 1,000,000 Exercisable at $0.20 Expiring 29/11/26 4 3,100,000 Exercisable at $0.40 Expiring 27/0527 1 450,000 Total Options on Issue 15 9,400,000 b) Voting Rights Unquoted options do not entitle the holder to any voting rights. c) Holders of More Than 20% of a Class of Unquoted Options The Group has a total of 9,400,000 unquoted options over ordinary shares on issue. All unquoted options are issued under the Employee Incentive Option & Performance Rights Plan. There are no security holders holding more than 20% of a class of Unquoted Option, not issued under the Employee Incentive Option & Performance Rights Plan to report. SATURN METALS LIMITED – ANNUAL REPORT 2024 70 Performance Rights a) Details of Performance Rights on Issue Class No. of Holders No. Performance Rights Unvested 2022 rights, Expiring 29/11/25 5 2,320,000 Unvested 2023 rights, Expiring 29/11/26 6 6,275,000 Total Performance Rights on Issue 11 8,595,000 b) Voting Rights Unquoted performance rights do not entitle the holder to any voting rights. c) Holders of More Than 20% of a Class of Unquoted Performance Rights The Group has a total of 8,595,000 unquoted performance rights on issue. All unquoted performance rights are issued under the Employee Incentive Option & Performance Rights Plan. There are no security holders holding more than 20% of a class of Unquoted Performance Right, not issued under the Employee Incentive Option & Performance Rights Plan to report. Corporate Governance Statement The Company’s 2024 Corporate Governance Statement can be accessed at: https://saturnmetals.com.au/about/corporate-governance/ 9 Havelock Street West Perth WA 6005 info@saturnmetals.com.au +61 (8) 6234 1114 www.saturnmetals.com.au