ABN: 87 145 011 178 Corporate Directory 2022 Annual Report 1 Corporate Directory Board of Directors Peter Cook Non-Executive Chairman Mark Edwards Non-Executive Director Michael Kitney Non-Executive Director Linton Putland Non-Executive Director Eric Vincent Non-Executive Director Senior Management Alastair Barker Exploration Manager Samuel Smith Chief Operating Officer Lisa Wynne Chief Financial Officer & Company Secretary Sarah Sutcliffe Manager Corporate Affairs Principal Place of Business & Registered Office 12 Walker Avenue West Perth, Western Australia 6005 Tel: +61 8 9226 3666 Fax: +61 8 9226 3668 Email: breaker@breakerresources.com.au Website: www.breakerresources.com.au ABN 87 145 011 178 Auditors Rothsay Audit & Assurance Pty Ltd Level 1, 4 Ventnor Avenue West Perth, Western Australia 6005 Solicitors Hopgood Ganim Level 27, 77 St George’s Terrace Perth, Western Australia 6000 Share Registry Automic Registry Services Level 5, 191 St Georges Terrace Perth, Western Australia 6000 Tel: 1300 288 664 (within Australia) +61 2 9698 5414 (outside Australia) Email: hello@automic.com.au Website: www.automic.com.au Securities Exchange Listing Shares in Breaker Resources NL are quoted on ASX Limited (code: BRB). The Home Exchange is Perth, Western Australia. Contents 2 Breaker Resources NL Contents Chairman’s Letter ____________________________________________________________________________________________ 3 Review of Activities __________________________________________________________________________________________ 4 Tenement Schedule ____________________________________________________________________________________ 11114 Directors’ Report __________________________________________________________________________________________ 115 Auditor’s Independence Declaration ___________________________________________________________________ 2030 Statement of Profit or Loss and Other Comprehensive Income __________________________________________ 31 Statement of Financial Position ____________________________________________________________________________ 32 Statement of Changes in Equity __________________________________________________________________________ 333 Statement of Cash Flows __________________________________________________________________________________ 34 Notes to the Financial Statements _________________________________________________________________________ 35 Directors’ Declaration _____________________________________________________________________________________ 56 Independent Auditor’s Report _____________________________________________________________________________ 57 ASX Additional Information ________________________________________________________________________________ 61 Chairman’s Letter 2022 Annual Report 3 Chairman’s Letter Dear Shareholders, I am pleased to present you the Annual Report for Breaker Resources NL for the year ended June 30, 2022. It has been another highly successful year at our Lake Roe Gold Project. We have spent the last 5 years drilling fleshing out a new 9km long system with the majority of the work focused on the 3km-long, 1.5Moz Bombora deposit. Greenfields discoveries like this typically take 7 years to get ready for production and this one is no different. The results to date have been very encouraging and point towards a significant open pit and underground gold development that is expected to keep expanding with further drilling and ongoing mining studies. The recognition of numerous, strike-extensive high-grade primary structures at relatively shallow depth below a large open pit Resource has considerably enhanced our development options. A Mineral Resource update in December 2021 resulted in a 23% increase to 1.7 million ounces seven months following a 40% increase in April 2021. The Company released positive economic outcomes from open pit mining and underground mining studies that augur well for the commercialisation of the Lake Roe Project. An open pit scoping study identified potential for a robust, 3km-long single open pit with scope to rapidly repay capital expenditure and with diluted mining grades of ~1.7g/t. A positive underground mining study of the Tura lode, one of many high-grade lodes below a 824,000oz open pit Resource at Bombora, indicates potential for diluted mined grades of ~5g/t Au at a production cost of A$1,100/oz giving Bombora genuine scale with ongoing growth expected from other underground lodes. We maintained a focus on the preservation of shareholder wealth and refreshed focus on the maintenance of our treasury and share capital. We farmed out a majority interest in our Manna Lithium project to a group with significant expertise and support in that sector. Breaker retains a 20% free-carried interest to completion of a positive bankable feasibility study and this has the potential to appreciate quickly. A maiden lithium Resource of 9.9Mt @ 1.14% Li2O Mineral Resource was announced in February 2022 and GL1 is currently running three drill rigs to expand this, with an update planned for Q4 2022. Our exploration teams have worked hard and diligently led by our founding Managing Director, Tom Sanders, and their vision and persistence has made the Lake Roe discovery. This year also marked the acknowledgement that at some point the Company needs to transition from explorer to developer. Significant progress has been made in this regard with key appointments such as Sam Smith as COO. While the equity markets have been somewhat unfriendly for gold equities as world economic issues impart their shadow on gold and risk assets, we remain undeterred that with steady focussed work, the deep-seated value our assets will start to be reflected in the share price. I sincerely thank all our shareholders, staff and contractors for support and continued belief in Breaker over the year past. Yours faithfully, Peter Cook Chairman & Interim CEO Review of Activities 4 Breaker Resources NL Review of Activities 2021-2022 Projects Overview Breaker Resources NL’s core focus is the Lake Roe Gold Project (“Lake Roe”) located 100km east of Kalgoorlie in Western Australia. Lake Roe is a new discovery and has progressively grown to now have a global resource estimate of 1.7 million ounces of gold. At the core of Lake Roe is the Bombora prospect where the majority of mineralisation has been defined. Bombora is approximately 3km in strike and located within an overall 9km trend of gold mineralisation within Lake Roe. The areas outside of Bombora are sparsely drilled, and excellent potential exists for more discoveries. Two satellite zones have been drilled out and are referred to as the Crescent-Kopai and Claypan prospects. The deposits sit within granted mining leases and have good road and rail access. Breaker controls over 600km2 of mining and exploration tenure in the region, over a strike length of approximately 50 kilometres. Bombora is a well mineralised deposit with predicable and consistent structural controls. So far, more than 324,000m of RC and diamond drilling has been completed. It is a virgin or un-mined deposit with a stripped profile with minimal oxidation. High-grade gold starts 5m from surface and occurs in a 150m-wide zone of dolerite intrusion, with better definition within the sulphide-rich lodes in the upper iron-rich part of the dolerite host. Intersection of points of the various controlling structures enable dilation and richer zones of the ore system. The tracking of these controlling primary structures beneath what would be the open-pitable zone has been a focus of the drilling in the past year. Initial evaluation of the Tura and northern Flat Lode structures suggests excellent metrics for underground mining exists. So far our deeper drilling has targeted only two of 9 significant primary structures. Drilling is continuing to expand the system. Breaker has discovered other mineralisation within the region, particularly the LCT Pegmatite cluster that occurs to the south of Lake Roe known as the Manna Lithium Prospect. Breaker has been farming out of this prospect as a mechanism to fund and advance its core gold projects at Lake Roe. The Breaker team continues to work up other geological targets within Western Australia, with its Ularring Gold-Copper & Nickel-PGE Project, located approximately 100km east of Perth. Review of Activities 2022 Annual Report 5 Figure 1: Project Location Plan Lake Roe Gold Project Overview (BRB 100%) Breaker’s strategy at Lake Roe is to create a robust, Phase 1 standalone open pit and underground mine plan to enable a development decision, and to concurrently continue drilling to expand and upgrade the Resource to maximise the scale and economics of the project. The Company is currently running three diamond drill rigs onsite in preparation for a planned Resource update in late Q4 2022. Breaker completed a total of 16,900m of diamond drilling and 9,319m of Reverse Circulation (RC) drilling, with assay results pending for a further 4 diamond drill holes (1,803m). A further 1,875m of RC drilling was completed at the Manna Lithium Project located 17km south of Bombora. Reconnaissance drilling on 80m sections below the 3.5km-long open pit Resource at Bombora continued to intersect strike-extensive, continuous high-grade gold mineralisation, opening up the high-grade underground mining potential at scale in several areas. Intersections such as 8.3m @ 16.3g/t gold, including 2.25m @ 59.34g/t from BBDD0124 in the central part of the Bombora deposit extended the length of the steeply-dipping Tura lode to 900 metres, and it remains open down plunge. Tura is one of eight (stacked) south-plunging steep lodes extending at depth beneath the Bombora deposit. High-grade hits such as 6.5m @ 8.8g/t gold extended the strike length of the flat- dipping North lode array in the northern part of the deposit to 2,200 metres. Infill drilling on the Tura lode has since outlined good continuity over a distance of 900m on a nominal drill spacing of 40m, with intersections such as 3.58m @ 10.58g/t gold within 10.4m @ 3.94g/t from 349m in BBDD0144, and 1.9m @ 19.08g/t gold within 11.9m @ 4.46 from 371m in BBDD0143. Shallow RC step-out intercepts such as 3.0m at 6.82g/t Au at Bombora South have extended the strike length of the Bombora deposit by 250 metres to 3,700 metres. Review of Activities 6 Breaker Resources NL A Mineral Resource update in December 2021 resulted in a 314,000oz (23%) increase in the global Resource to 1.7 million ounces (31.9 million tonnes at 1.6g/t gold), seven months after a 40% increase in April 2021. Most of the increase in the new estimate was in the Bombora Underground Resource (245,000oz) where 87% of the new drilling was focused, and where mineralisation remains open in many areas. A positive open pit scoping study identified potential for a robust, 3km-long single open pit with scope to rapidly repay capital expenditure based on modelled mining grades of ~1.7g/t (diluted). High-grade gold starts 5m from surface and occurs in a 150m-wide cluster of stacked lodes. This is conducive for a low strip ratio backed by a gold endowment of ~4,000oz per vertical metre to a depth of ~200m depth. A positive underground mining study of the Tura lode, one of many high-grade lodes below the 824,000oz open pit Resource at Bombora, indicates potential for mined grades of ~5g/t Au (diluted) at a production cost of A$1,100/oz. his is a fantastic result which starts to unveil the economic potential of a vast array of other primary lodes which extend over a 3km distance beneath the open pit Resource. A PFS mining study is planned for Q1 2023. The final timing will be influenced by the rate of growth in Indicated underground resource available for mining studies. Once the building blocks are in place for a Phase 1 development, and any Phase 1 development has been adequately de-risked, the potential advantage of using an underground drill access will be considered. Drilling at Bombora is expected to continue for many years. Photo 1: Top: Tura steep lode with visible gold circled in red, BBDD0124 from 317.43m to 317.62m, half core; Bottom: Tura steep with visible gold circled in red, BBDD0124 from 317.62m to 317.79m, full core Review of Activities 2022 Annual Report 7 Figure 2: Lake Roe Gold Project: Showing the Optimum (max. profit) Open Pit Shell #41 (white) with RC and Diamond Drilling Colour-coded by Maximum Gold (g/t) on Aircore Maximum Gold Image Review of Activities 8 Breaker Resources NL Figure 3: Bombora: Long Section Looking West Showing Global Bombora Open Pit Shell #41 in Relation to Main Lode Elements Review of Activities 2022 Annual Report 9 Figure 4: Long‐section of Tura Steep Lode Looking West Manna Lithium Project Overview (BRB 20% free-carried) Outcropping lithium-bearing pegmatite was discovered by Breaker 17km SSW of Bombora in early 2018 while undertaking reconnaissance gold exploration. A 12-hole programme of RC drilling in the reporting period successfully intersected spodumene-bearing pegmatite in every hole setting it up for a maiden Resource. The infill drilling confirmed continuity with better results including: 17m @ 1.54% Li₂O from 38m in BMRC0022 9m @ 1.94% Li₂O from 219m in BMRC0021 6m @ 1.81% Li₂O from 43m in BMRC0020 Step-out drilling 350m to the south of Manna (Manna 2) also discovered a new zone of spodumene-rich pegmatite with best intercepts of: 11m @ 1.16% Li₂O from 43m in BMRC0023, including 5m @ 1.85% Li₂O from 48m 5m @ 1.58% Li₂O from 116m in BMRC0024, including 3m @ 2.15% Li₂O from 116m The Company dealt 80% of the lithium rights over a 50km2 area of the Lake Roe Project to Global Lithium Limited (ASX: GL1) in December 2021, and this has generated significant non-dilutive cash. Breaker retains a 20% free-carried interest to completion of a positive bankable feasibility study and this has the potential to appreciate rapidly. A maiden lithium Resource of 9.9Mt @ 1.14% Li2O was announced in February 2022 and GL1 is currently running three drill rigs to expand this, with an update planned for Q4 2022. Early intersections, such as 10m @ 1.21% Li2O from 50m & 12m @ 1.71% Li2O from 75m, bode well for a material increase. The Resource is open in all directions and several parallel mineralised trends which cover a 5km x 1.5km area provide additional upside. Breaker is also entitled to two deferred milestone payments of $10 million each with the first payment of $10 million due on definition of a resource containing more than 250,000 tonnes of Li2O (or 25Mt at 1.0% Li20 equivalent). Review of Activities 10 Breaker Resources NL Ularring Gold-Copper & Nickel-PGE Project Overview (BRB 100%) The Ularring Au-Cu and Ni-PGE Project is located 100km east of Perth and is part of an emerging new mineral province in the southwest Yilgarn. The project is situated 50km east of the world class Julimar PGE- Ni deposit, and 50km south of the 2.84Mt Bindi copper deposit. Historical drill intersections, such as 61m at 0.81g/t Au (from surface) and 25m at 0.46g/t Au (~180m vertical depth), indicate a significant gold-copper system with evident down-dip continuity of mineralisation and local near-surface enrichment (6m at 2.16g/t Au & 4m at 0.58% Cu). The project covers the Centre Forest and Southern Brook gold-copper prospects situated on a 7km long zone of partially drilled gold-copper mineralisation, directly south of a large, 15km x 10km, groundwater tungsten anomaly which has not been drill-tested. Given the close association of tungsten with Au-Cu- Mo this is a high priority area for further investigations. There are also several nickel-PGE targets on previously undrilled mafic-ultramafic belts with drill-ready EM and soil targets. Nine land access agreements have been executed in preparation for Breaker’s maiden drilling which is planned to start in Q4 2022. Key Milestones Mineral Resource Update (20 December 2021) On 20 December 2021 the Company announced a 23% increase in the Mineral Resource since the previous update in April 2021. The revised Mineral Resource was prepared by independent consultants Optiro Pty Ltd (Optiro). Global ounces increased by 314,000oz (23%) to 1.68Moz following a 40% increase in April 2021. The underground Resource below 100mRL, where most of the drilling was focused, increased by 59%. The grade at the Bombora deposit increased 13% to 1.8g/t gold. The Resource totals 31.9 million tonnes at 1.6g/t gold for 1.68Moz as summarised in Table 1, and builds on a track record of steady growth over five (5) years. Higher grade subsets of the Resource (Table 2) indicate outstanding mining potential, both in the open pit and underground areas. Following completion of the Resource update, the discovery cost for life-of-project ounces is $40/oz, and $21/oz for new ounces added since the April 2021 Resource update. Figure 5: Lake Roe Mineral Resource Growth Trend 2018-2021 Review of Activities 2022 Annual Report 11 Table 1a: Lake Roe Mineral Resource using 0.5g/t and 1.0g/t cut-off grades Table 1b: Bombora Mineral Resource High‐grade Subsets (0.8g/t, 1.8g/t and 3.0g/t gold cut‐offs) The new Mineral Resource estimate is based on a further 18 diamond drill holes (11,725m) and 8 Reverse Circulation (RC) drill holes (1,720m at Bombora South). Most of the increase in the new estimate is from the Bombora Underground Resource area (245,000oz) where 87% of the new drilling was focused, and where mineralisation remains open along strike and at depth. The new estimate also includes a small increase in the Bombora open pit area (21,000oz) where limited new RC drilling continued to extend the strike of the Bombora lodes to the south. Revised geological models for the nearby satellite deposits of Crescent-Kopai and Claypan resulted in increased Mineral Resource estimates in each area: the Crescent-Kopai estimate increased by 46,000oz to 132,000oz, and the Claypan estimate increased by 2,000oz to 69,000oz. A three-dimensional perspective of the Bombora Mineral Resource model by Resource category and lode type is shown below with associated drilling. Figure 6: Bombora 3-D Perspective View of Mineral Resource Block Model by Lode Type looking northwest Lake Roe Global Base Case Cut-off Grade Category Tonnes Grade Ounces Indicated 15,153,000 1.46 712,000 Inferred 2,703,000 1.3 111,000 Subtotal 17,856,000 1.4 824,000 Indicated 710,000 2.88 66,000 Inferred 7,286,000 2.5 594,000 Subtotal 7,996,000 2.6 659,000 Total Bombora Total 25,852,000 1.8 1,483,000 Crescent-Kopai 0.5 Inferred 4,073,000 1.0 132,000 Claypan 0.5 Inferred 2,004,000 1.1 69,000 Grand Total 31,929,000 1.6 1,684,000 Bombora Open Pit above 100mRL (87% Indicated) 0.5 Bombora Underground below 100mRL (10% Indicated) 1.0 Bombora Mine Planning Subset Cut-off Grade Category Tonnes Grade Ounces Indicated 9,588,000 1.94 599,000 Inferred 1,611,000 1.7 89,000 Subtotal 11,199,000 1.9 688,000 Indicated 410,000 4.04 53,000 Inferred 3,979,000 3.5 448,000 Subtotal 4,388,000 3.6 501,000 Indicated 266,000 5.00 43,000 Inferred 1,646,000 5.1 271,000 Subtotal 1,912,000 5.1 314,000 Underground below 100mRL (3.0 g/t Au subset) 3.0 Open Pit above 100mRL 0.8 Underground below 100mRL (1.8 g/t Au subset) 1.8 Steep Lodes = Red Flat Lodes = Green West Lodes = Blue Review of Activities 12 Breaker Resources NL Open Pit Mining Studies (12 April 2022) To assess the economics of open pit mining, a first-pass open pit optimisation study was completed targeting the near-surface component of the Bombora and Claypan deposits, comprising 893,000oz# of the 1.7 million ounce Resource# at Lake Roe (the “Global Bombora” optimisation run). Following positive results, a second optimisation run was completed over the northern part of the Bombora deposit to assess the potential for 1.1km-long “starter” pit scenario, which would also facilitate the establishment of a decline portal for underground access approximately two years after commencement of open pit mining. The optimisation studies delivered compelling outcomes in each area. The Study demonstrated potential for strong free cash flow in the early stages of each optimisation scenario. The Study points towards a high-margin, value-accretive project, with initial stages generating strong surplus to potentially fund deeper stages; Open pit studies indicate a 3km-long single open pit. A 65m deep pit can capture 95,000oz (1.54 million tonnes at 2.02g/t Au) and generate pre-tax free cash flow of ~$166 million in one year. This has a 3.2:1 waste:ore strip ratio and an estimated mine production cost of just ~A$753/oz (excludes capital plant and infrastructure costs); A 1km-long starter pit in the northern part of Bombora has potential to repay capital expenditure quickly; The results significantly upgrade the potential for a standalone processing facility with scope for further open pit mineralisation with additional drilling (Crescent-Kopai, Claypan, Bombora extensions). As a result of these positive outcomes, open pit mining and permitting work streams have been advanced, and preliminary underground mining studies were commenced on the Tura lode. Figure 7: Bombora North Starter Pit Perspective View with Progressively Deeper Staged Open Pit Scenarios Underground Mining Studies (31 July 2022) Subsequent to the end of the year (July 2022), Breaker announced outcomes on a preliminary underground mining Study of the Tura lode. Tura is one of the steeper high-grade gold lodes discovered below the Bombora open pit area over the last 18 months. Review of Activities 2022 Annual Report 13 The Study only addresses the obvious initial extent of the Tura Lode immediately accessible from the Bombora open pit. The Tura lode is still open along strike, and further underground studies on other high- grade lodes are expected to follow. The Study followed a recent open pit mining study which identified potential for strong early free cash flow from a series of staged cut-backs extending over 3km (ASX Release 12 April 2022). The Study assumed decline access from a conceptual open pit (Shell 74). Underground access is estimated to occur approximately two years after the commencement of the open pit and is expected to be approximately two years in duration (Tura lode alone). Figure 8: Bombora: Long-Section showing Open Pit Shells #41 and #74 and Key Structural Elements Figure 9: Bombora: Long-Section showing Optimum open pit shell in relation to Tura Underground Design Tenement Schedule 14 Breaker Resources NL Tenement Schedule The following is a summary of tenements held by Breaker Resources NL as at 30 June 2022. Project Tenement Number Status Percentage Held/Earning % Lake Roe E28/2515 E28/2522@ E28/2551@ E28/2555 E28/2556 E28/2559 E28/2920 M28/388 E28/2748 E28/2817 E28/3051 E28/3198 E28/3199 E28/3200 L28/0073 L28/0074 Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Application Application Application Application Application 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Ularring Rock E70/4686 E70/4901 Granted Granted 100 100 @Rights to lithium and lithium-related minerals subject to the Manna Lithium Project Joint Venture with Global Lithium Resources Ltd (ASX: GL1), with Breaker maintaining a 20% interest free-carried until completion of bankable positive feasibility study. COMPETENT PERSONS STATEMENT The information in this report that relates to Exploration Results is based on information compiled by Peter Cook BSc (Applied Geology); MSc (Mineral Economics); MAusIMM. Mr Cook is the Non-executive Chairman and interim CEO of Breaker Resources NL. Mr Cook 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’. Mr Cook consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. #* The information in this report that relates to the Lake Roe Mineral Resource is based on information announced to the ASX on 20 December 2021. The information in this report that relates to the Manna Mineral Resource is based on information announced to the ASX on 17 February 2022. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements and, in the case of estimates of Mineral Resources, all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement. ^The Company confirms all material assumptions underpinning the production targets or the forecast financial information derived from the production targets initially reported in the Company’s ASX release of 11 April 2022 continue to apply and have not materially changed. The production targets in this presentation as reported on 11 April 2022 are underpinned by up to 15.2% Inferred Mineral Resources. There is a low level of geological confidence associated with Inferred Mineral Resources and there is no certainty that further exploration work will result in the determination of Indicated Mineral Resources or that the production target itself will be realised. Directors’ Report 2022 Annual Report 15 Directors’ Report The directors of Breaker Resources NL (Breaker or the Company) herewith submit the financial report on the consolidated entity, being the Company and its subsidiaries (Group), for the year ended 30 June 2022. Information about Officeholders Directors The names of the directors of the Company, and its subsidiaries, during or since the end of the financial year and up to the date of this report, and the term of their appointment, are provided below. Peter Cook BSc (Applied Geology); MSc (Mineral Economics); MAusIMM Non-Executive Chairman (appointed 6 September 2021) Mr Peter Cook is a Geologist (BSc (Applied Geology)) and a Mineral Economist (MSc (Min. Econ)), MAusIMM with over 35 years of experience in the field of exploration, project, operational and corporate management of mining companies. He is currently Non-Executive Chairman of Castile Resources Limited (ASX: CST) (“Castille”) and Non-Executive Chairman of Titan Minerals Limited (ASX: TTM). Over the past two decades, Mr Cook has founded and served as Managing Director or Chairman on many Boards and successful miners and developers in gold and base metals. He has served as Managing Director of Westgold Resources Limited (ASX: WGX) (“Westgold”) and later as its Non-Executive Chairman before recently stepping back from all executive roles. He also served as Non-Executive Chairman of Nelson Resources Limited (ASX: NES) until February 2019. Over his distinguished career he has been recognised by industry being awarded the GMJ Mining Executive of the year in 2001, the Asia – Mining Executive of the year in 2015 awarded at the Mines and Money Conference in Hong Kong in 2015, the Mining News CEO of the Year award in 2017 and the Gavin Thomas Mining Award in 2019. Tom Sanders BSc (Geology); MSc (Mineral Economics); MAusIMM; FAICD Appointed Executive Chairman on 2 July 2010 and Managing Director on 6 September 2021 Tom Sanders is a geologist with over 35 years’ experience in the Australian mining industry. He has extensive experience in project generation, exploration, feasibility, mining and corporate management with a strong emphasis on gold and nickel in Western Australia (WA). Mr Sanders has published works on nickel and gold in WA, in addition to regional mineralisation studies on the eastern Kimberley region under contract to the Geological Survey of WA. Mr Sanders has managed a large number of exploration projects, several of which he progressed into production during a 23 year period based in the Kalgoorlie region in WA. He has extensive production experience on several underground and open pit gold and nickel operations. Mr Sanders was responsible for identifying Breaker’s initial projects and guiding the Company to a successful ASX listing in 2012. Mr Sanders previously founded Navigator Resources Limited and steered that company from initial project acquisition to ASX-listing. He then managed the building of a two million ounce gold resource inventory through discovery and acquisition and identified the Cummins Range rare earth resource. During the past three (3) years, Mr Sanders has not served as a director on any other listed company. Directors’ Report 16 Breaker Resources NL Mark Edwards BJuris; LLB Non-Executive Director (appointed 2 July 2010) Mark Edwards is a solicitor with over 30 years of experience in resources and corporate law. He has advised a number of ASX-listed companies active in the resources sector and on a range of resources projects in Australia and overseas, including significant nickel, gold and iron ore projects. His professional work has involved him in many facets of the resources industry ranging from ASX listings, exploration and mining joint ventures to project development agreements and project financing. During the past three (3) years, Mr Edwards has not served as a director on any other listed company. Michael Kitney Assoc. Met; Post Grad Dip (Extractive Metallurgy); MSc (Mineral Economics); MAICD; MAusIMM Non-Executive Director (appointed 2 July 2010) Mike Kitney is a process engineer with over 40 years’ experience in the mining industry. He has participated in the development and construction of projects throughout Australia, Africa, south east Asia and the former Soviet Union. Mr Kitney’s particular strengths are in production and mineral processing, all aspects of environmental management, project evaluation and assessment and leadership of interdisciplinary project teams. He brings to the Company vast project development expertise and practical experience in commissioning new projects. Mr Kitney has previously held senior technical and project management positions with Kasbah Resources Limited, Alcoa Australia Limited, Minproc Engineers Limited, Property Company of London plc, British Phosphate Commissioners, Nelson Gold Corporation Limited and Avocet Mining plc. He is currently a technical consultant to ASX-listed Prospect Resources Limited. Mr Kitney is currently a Non-Executive Director of Scorpion Minerals Limited (ASX: SCN). Linton Putland BEng (Mining); MSc (Mineral Economics); MAusIMM, GAICD Non-Executive Director (appointed 16 August 2018) Linton Putland holds a degree in mining engineering and a masters in science from the Western Australian School of Mines and has over 30 years' experience in mining operations, joint ventures and corporate management in Australia, Africa and the Americas over a wide range of commodities. Mr Putland is principal of LJ Putland & Associates, a private mining consultancy company which was founded in 2002, providing advisory and consultancy services in mining project and company evaluation and due diligence appraisals with a focus on corporate growth. During this period he has also been Managing Director of a privately owned exploration company, with joint venture interests in Africa and holds the office of non-executive director for WA Kaolin Limited (appointed 22 May 2020). Prior to this he held corporate and senior management roles in IAMGOLD Corporation, AurionGold Limited, Delta Gold NL and Pancontinental Mining Limited. Mr Putland is currently an Executive Director of Tesoro Resources Limited (appointed 14 September 2021). During the past three (3) years, Mr Putland has also served as a director on previously ASX-listed companies Kaolin Limited (appointed 20 May 2020; resigned 20 September 2022), Pacific Energy Limited (appointed 18 October 2016; resigned 28 November 2019) and Azumah Resources Limited (appointed 18 July 2018; resigned 14 November 2019). Eric Vincent BA; JD Non-Executive Director (appointed 23 March 2020) Eric Vincent is the President of Sarissa Capital, a healthcare-focused activist investment firm in the United States. Most recently, he served as the Head of Business Development at Mubadala Capital, the financial Directors’ Report 2022 Annual Report 17 investment arm of the sovereign wealth firm Mubadala Investment Company. From 2012 through 2017, Mr Vincent was Chief Executive Officer of Electrum Group. Mr Vincent previously served as President of Ospraie Management, an investment firm focused on commodities and basic industries. From 2007 through October 2009, he served as Chairman of the Board of Directors of the Managed Funds Association, the leading trade association representing the US hedge fund industry. He began his career as an attorney at Cravath, Swaine & Moore and holds a Juris Doctor degree from Harvard Law School and a Bachelor of Arts degree from Williams College. Mr Vincent was previously a member of the Global Markets Advisory Committee of the US Commodity Futures Trading Commission and a member of the Investor Advisory Group of the Public Company Accounting Oversight Board. During the past three (3) years, Mr Vincent has not served as a director on any other listed company. Company Secretary The name of the company secretary of the Company, and its subsidiaries, during or since the end of the financial year and up to the date of this report, and the term of their appointment, are provided below. Lisa Wynne ICAA; GAICD; FGIA Company Secretary (appointed 1 July 2022) Lisa Wynne has a Bachelor Business and is a Fellow of the Governance Institute of Australia and the Institute of Chartered Accountants and a member of the Australian Institute of Company Directors. Her experience includes over 16 years as CFO & Company Secretary and Board level experience across the commercial sector with a particular focus on the mining and resources, finance, accounting and technology industries across ASX, AIM and TSX listed companies. Ms Wynne takes over the role of Company Secretary from Ms Sarah Sutcliffe, Breaker’s Corporate Affairs Manager, allowing Ms Sutcliffe to accelerate the Company’s corporate strategy and continued delivery of corporate excellence to the organisation. Sarah Sutcliffe AAICD; AGIA Company Secretary (appointed 9 July 2021; resigned 1 July 2022) Sarah Sutcliffe has over 10 years’ experience as a corporate governance and compliance professional, primarily in the technology and energy sectors. As well as extensive experience as a Company Secretary, Sarah has also been involved in numerous large company transactions including mergers and acquisitions, joint ventures and capital raisings. She holds a Certificate in Governance Practice and Business Administration and is a Member of the Governance Institute of Australia and Australian Institute of Company Directors. Michelle Simson EMBA (Dist.); GradDipACG; ACIS; AGIA Company Secretary (appointed 22 October 2012; resigned 30 November 2021) Michelle Simson has 25 years’ administration experience, including the last 15 years in the resources industry working in both exploration and mining companies in the commodities of gold and uranium. She has previously held positions with Agincourt Resources Limited, Nova Energy Limited and Navigator Resources Limited and has completed an Executive Master of Business Administration with Distinction at the University of Western Australia and a Graduate Diploma in Applied Corporate Governance. She is a Chartered Secretary and member of the Governance Institute of Australia. Directors’ Report 18 Breaker Resources NL Board Committee Membership As at the balance date, the Board has an Audit Committee, Nomination Committee, Remuneration Committee and a Risk Committee. Three of the six directors comprise membership of the Audit, Remuneration and Risk Committees and there are four members of the Nomination Committee. The respective chairmen are: Audit Committee: Mark Edwards; Nomination Committee: Linton Putland; Remuneration Committee: Mike Kitney; and Risk Committee: Tom Sanders. Directors’ Meeting The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director is as follows: Board of Directors Committee Meetings Audit Nomination Remuneration Risk Director Held Present Held Present Held Present Held Present Held Present Peter Cook1 8 7 - - - - - - - - Tom Sanders 8 8 - - 1 1 - - 2 2 Mark Edwards 8 8 2 2 1 1 1 1 - - Mike Kitney 8 7 2 2 - - 1 1 2 1 Linton Putland 8 8 2 2 1 1 1 1 2 2 Eric Vincent 8 8 - - 1 1 - - - - 1Mr Cook joined the Board on 6 September 2021 Directors’ Interests The following table sets out each director’s relevant interest in shares and options in shares of the Company or a related body corporate as at the date of this report. Director Fully paid ordinary shares Number Unlisted share options Number Peter Cook Tom Sanders 1,821,032 25,003,420 2,000,000 3,000,000 Mark Edwards 2,037,301 1,250,000 Mike Kitney 735,003 1,250,000 Linton Putland - 1,250,000 Eric Vincent 58,300 1,250,000 During the financial year 6,250,000 share options were granted to directors of the Company as part of their remuneration (2021: 3,750,000). The issue of the options to directors was approved by shareholders under ASX Listing Rule 10.14 at the 2021 Annual General Meeting of the Company. Directors’ Report 2022 Annual Report 19 Directors’ and Officers’ Insurance During the financial year, Breaker paid a premium to insure the directors and secretary of the Company and its subsidiaries. Details of the premium are subject to a confidentiality clause under the contract of insurance. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Company and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. Corporate Structure Breaker Resources NL is a no liability public company limited by shares, domiciled and incorporated in Australia. Principal Activities During the year the Company carried out exploration activities on its tenements in Western Australia with the objective of identifying gold and other economic mineral deposits. Activities Review A review of the activities undertaken during the year will be provided in the Company’s 2022 Annual Report. Financial Review During the year total exploration expenditure incurred by the Company amounted to $11,220,828 (2021: $13,707,750). In line with the Company’s accounting policies, all exploration expenditure is written off as it is incurred. Net income less Administration and other expenses amounted to $15,739,092 (2021: ($1,463,144); loss). The Company’s operating profit after income tax for the year is $690,264 (2021: ($15,170,894); operating loss). At year end the Company held cash and cash equivalents and term deposits of $11,658,327 (2021: $11,051,185). Operating Results for the Year Summarised operating results are as follows: Revenues $ Results $ Revenues and profit/(loss) from ordinary activities before income tax expenses 14,652,025 690,264 Shareholder Return Summarised shareholder return is as follows: 2022 cents 2021 Cents Basic profit/(loss) per share 0.21 (4.92) Directors’ Report 20 Breaker Resources NL Dividends No dividends were paid or declared during the year. No recommendation for payment of dividends has been made. Share Options As at the date of this report, there are 19,375,000 unissued ordinary shares of Breaker Resources NL in respect of which options are outstanding. This number comprises: Type of option Number Exercise price Expiry date Unlisted 1,000,000 $0.375 30 November 2022 Unlisted 125,000 $0.246 28 February 2023 Unlisted 1,000,000 $0.195 28 February 2023 Unlisted 150,000 $0.169 28 February 2023 Unlisted 1,000,000 $0.166 28 February 2023 Unlisted 200,000 $0.288 15 May 2023 Unlisted 550,000 $0.320 28 February 2023 Unlisted 200,000 $0.339 10 July 2023 Unlisted 550,000 $0.291 31 August 2023 Unlisted 3,750,000 $0.281 30 September 2023 Unlisted 200,000 $0.200 31 May 2024 Unlisted 2,000,000 $0.251 6 September 2024 Unlisted 1,000,000 $0.400 4 November 2024 Unlisted 4,250,000 $0.467 31 December 2024 Unlisted 300,000 $0.261 9 May 2025 Unlisted 3,000,000 $0.251 6 June 2025 Unlisted 100,000* $0.226 30 June 2025 *Unlisted options issued on 11 August 2022. No person entitled to exercise any option referred to above has or had, by virtue of the option, a right to participate in any share issue of any other body corporate. Share Options Issued The following options were issued by Breaker Resources NL during the financial year: Type of option Number Exercise price Expiry date Comment Unlisted 2,000,000 $0.251 6 September 2024 Issued under Company’s Incentive Option Scheme Unlisted 1,000,000 $0.400 4 November 2024 Issued under Company’s Incentive Option Scheme Unlisted 4,250,000 $0.467 31 December 2024 Issued under Company’s Incentive Option Scheme Unlisted 300,000 $0.261 9 May 2025 Issued under Company’s Incentive Option Scheme Unlisted 3,000,000 $0.251 6 June 2025 Issued under Company’s Incentive Option Scheme Directors’ Report 2022 Annual Report 21 Shares Issued on Exercise of Options There were Nil shares issued due to the exercise of options during the financial year. Share Options that Expired/Lapsed The following options expired or lapsed during the financial year: Type of option Number Exercise price Expiry date Reason for lapse Unlisted 175,000 $0.150 27/03/2023 Lapsed on cessation of employment Unlisted 4,250,000 $0.465 31/12/2021 Expired Significant Changes in State of Affairs During the financial year there were no significant changes in the state of affairs of the Company consolidated entity other than those referred to in the Financial Statements and notes thereto. Subsequent Events Subsequent to the end of the period, the Company divested its remaining shareholding in Global Lithium Resources Limited (GL1) with a significant appreciation in value post 30 June 2022, raising approximately $15 million in working capital. As a result of the sale, Breaker has a cash position in excess of $20 million and these funds leave Breaker well positioned to fund its exploration and pre-feasibility activities including the continued drill out of the high-grade lode positions under its Bombora deposit at Lake Roe. Breaker is currently operating three diamond rigs on this task. The impact of the Coronavirus (COVID-19) pandemic is ongoing and while there has been no material impact on the Company’s financial position and operation up to 30 June 2022, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the WA and Australian Governments and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any further economic stimulus that may be provided. There were no other matters or circumstances arising since the end of the reporting period that have significantly affected or may significantly affect the operations of the Company and the results of those operations or the state of the affairs of the Company in the financial period subsequent to 30 June 2022. Likely Developments and Expected Results The Company expects to maintain a similar status and level of activities to that at present and hence there are no likely developments in the entity's operations. Environmental Regulations and Performance Breaker is subject to significant environmental regulation in respect to its exploration activities. The Company aims to ensure that the appropriate standard of environmental care is achieved, and in doing so, that it is aware of and is in compliance with all environmental legislation. The directors of the Company are not aware of any breach of environmental legislation for the year under review. Proceedings on Behalf of the Company No persons have applied for leave pursuant to section 237 of the Corporations Act 2001(Cth) to bring, or intervene in, proceedings on behalf of Breaker Resources NL. Directors’ Report 22 Breaker Resources NL Non-Audit Services There were no non-audit services performed during the year by the auditors for the Company (or by another person or firm on the auditor’s behalf). Auditor’s Independence Declaration The Auditor’s Independence Declaration is included on page 30 and forms part of the Directors’ Report for the financial year ended 30 June 2022. Directors’ Report 2022 Annual Report 23 Remuneration Report This Remuneration Report, which forms part of the Directors’ Report, sets out information about the remuneration of Breaker Resources NL’s key management personnel for the financial year ended 30 June 2022. The information provided in this report has been audited as per the requirements of section 308(3C) of the Corporations Act 2001 (Cth). The report is set out under the following main headings: 2021 Remuneration Report Key management personnel; Principles used to determine the components and amount of compensation; Details of remuneration; Details of share-based compensation; and Details of service agreements and employment contracts. 2021 Remuneration Report At the 2020 Annual General Meeting the Company received a first strike against its Remuneration Report. The following year, the Company shareholders voted to adopt the 2021 Remuneration Report at the Annual General Meeting held on 18 November 2021. The total votes for the Remuneration Report was 99.70%. Key Management Personnel For the purposes of this report, key management personnel of the Company are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly. The key management personnel during the year were: Peter Cook Non-Executive Chairman Tom Sanders Managing Director Mark Edwards Non-Executive Director Mike Kitney Non-Executive Director Linton Putland Non-Executive Director Eric Vincent Non-Executive Director Alastair Barker Exploration Manager Sam Smith Chief Operating Officer/Investor Relations Manager (appointed 1 June 2022) Sarah Sutcliffe Manager Corporate Affairs/Company Secretary Michelle Simson Manager Corporate Affairs/Company Secretary (resigned 30 November 2021) Principles Used to Determine the Components and Amount of Compensation Remuneration Committee The role of the Remuneration Committee is to assist the Company in fulfilling its corporate governance responsibilities relating to remuneration by reviewing and making appropriate recommendations on: remuneration packages of executive directors, non-executive directors and officers; employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed; recruitment, retention and termination policies and procedures for senior executives; and superannuation arrangements. Remuneration Policy The remuneration policy of Breaker Resources NL has been designed to align key management personnel objectives with shareholder and business objectives by providing a fixed remuneration component and Directors’ Report 24 Breaker Resources NL offering specific long-term incentives based on key performance areas affecting the Company’s results. The Board of Breaker Resources NL believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best key management personnel to run and manage the Company. The policy for determining the nature and amount of remuneration for senior executives of the Company is summarised below: The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the Board. The Board reviews executive packages annually by reference to the Company’s performance, executive performance and comparable information from industry sectors and other listed companies in similar industries. The Board may exercise discretion in relation to approving incentives, bonuses and options. The policy is designed to attract and retain the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth. Executives are also eligible to participate in the employee incentive option scheme. Where applicable, executives receive a superannuation guarantee contribution required by the government, which during the reporting period was 10%. Some individuals may choose to sacrifice part of their salary to increase payments towards superannuation. All remuneration paid to key management personnel is valued at the cost to the Company and expensed. Options are valued using the Black-Scholes methodology. The Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The Board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders in general meeting. The current remuneration pool limit is $300,000 and is currently utilised to a level of $288,000 per annum. Fees for non-executive directors are not linked to the performance of the Company however to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the Company and are able to participate in the employee incentive option scheme, although any allocation must be approved by shareholders in general meeting. There is no retirement benefit plan for directors. Performance Based Remuneration The Company currently has no individual performance based remuneration component built into key management personnel remuneration packages. Company Performance, Shareholder Wealth and Key Management Personnel Remuneration The remuneration policy has been tailored to increase the direct positive relationship between shareholders’ investment objectives and key management personnel performance. Currently, this is facilitated through the issue of options to key management personnel to encourage the alignment of personal and shareholder interests. The Company believes this policy will be effective in increasing shareholder wealth. Use of Remuneration Consultants The Company did not employ the services of any remuneration consultants during the financial year ended 30 June 2022. Directors’ Report 2022 Annual Report 25 Details of Remuneration The key management personnel of the Company are disclosed above. Remuneration packages contain the following elements: Short-term employee benefits – cash salary and fees, cash bonuses, non-monetary benefits and other; Post-employment benefits – including superannuation and termination; and Share-based payments – shares and options granted. The remuneration for each director and each of the other key management personnel of the Company during the year was as follows: Key management personnel Short-term Post-employment Share- based payments Total $ Salary & fees $ Leave Entitlements $ Super- annuation $ Retirement benefits $ Options $ Peter Cook 20221 65,556 - 6,556 - 207,823 279,935 2021 - - - - - - Tom Sanders 2022 338,252 - - - 376,336 714,588 2021 328,879 - - - - 328,879 Mark Edwards 20222 62,555 - - - - 62,555 2021 48,000 - - - 141,322 189,322 Mike Kitney 2022 43,788 - 4,379 - - 48,167 2021 41,868 - 6,132 - 141,322 189,322 Linton Putland 2022 43,788 - 4,379 - 156,807 204,974 2021 43,836 - 4,164 - - 48,000 Eric Vincent 2022 48,167 - - - - 48,167 2021 48,000 - - - 136,020 184,020 Alastair Barker 2022 272,784 - - - - 272,784 2021 265,225 - - - - 265,225 Michelle Simson 20223 14,220 49,787 1,432 - - 65,439 2021 212,817 - 19,644 - - 232,461 Sarah Sutcliffe 2022 187,231 3,538 19,077 - 211,702 421,548 20214 - - - - - - Sam Smith 2022 13,538 2,462 1,600 - 336,551 354,151 20215 - - - - - - TOTAL 2022 1,089,879 55,787 37,423 - 1,289,219 2,472,308 2021 988,625 - 29,940 - 418,664 1,437,229 Directors’ Report 26 Breaker Resources NL Notes 1 Peter Cook was appointed as Non-Executive Chairman on 6 September 2021. 2 In addition to directors’ fees of $48,167 during 2021/22, EMK Lawyers, an entity associated withMark Edwards, was paid fees of $14,388, at arm’s length market rates for the provision of legal services for corporate mining and native title matters. 3 Michelle Simson resigned as Manager Corporate Affairs/Company Secretary on 30 November 2021. 4 Sarah Sutcliffe was appointed as Manager Corporate Affairs/Company Secretary on 9 July 2021. 5 Sam Smith was appointed as Chief Operating Officer/Investor Relations Manager on 1 June 2022. No director or executive appointed during the year received a payment as part of his or her consideration for agreeing to hold the position. Details of Share-Based Compensation Shares Nil shares in the Company were issued to key management personnel as part of their remuneration during the year (2021: Nil). Options 10,250,000 options in the Company were issued to key management personnel as part of their remuneration during the year (2021: 3,750,000). There were Nil options exercised or sold by key management personnel during the year (2021: Nil). 4,250,000 options held by key management personnel expired on 31 December 2021. During the year, the following share-based payment arrangements for key management personnel were in existence: Option series Grant date Expiry date Fair value per option at grant cents Vesting date BRBOPT10 15 March 2020 28 February 2023 4.05 16 March 2020 BRBOPT12 19 March 2020 28 February 2023 3.83 19 March 2020 BRBOPT18 17 September 2020 30 September 2023 11.31 30 September 2020 BRBOPT18 17 September 2020 30 September 2023 10.88 8 October 2020 BRBOPT20 6 September 2021 6 September 2024 10.39 6 September 2021 BRBOPT21 4 November 2021 4 November 2024 21.17 5 November 2021 BRBOPT22 18 November 2021 31 December 2024 12.54 16 December 2021 BRBOPT24 9 June 2022 6 June 2025 11.22 10 June 2022 Shareholdings of Key Management Personnel The numbers of ordinary shares in the Company during the financial year in which each director of Breaker Resources NL and other key management personnel of the Company holds a relevant interest, including their closely related parties, are detailed below: Directors’ Report 2022 Annual Report 27 Fully Paid Ordinary Shares Key management personnel Balance at start of year Number Granted as compen- sation Number Received on exercise of options Number Other changes Number Balance at year end Number Peter Cook 2022 20211 - - - - - - 1,821,032 - 1,821,032 - Tom Sanders 2022 2021 24,003,420 23,414,531 - - - - 1,259,010 588,889 25,262,430 24,003,420 Mark Edwards 2022 2021 1,929,301 1,843,190 - - - - 108,000 86,111 2,037,301 1,929,301 Mike Kitney 2022 2021 1,435,003 1,526,669 - - - - (700,000) (91,666) 735,003 1,435,003 Linton Putland 2022 2021 - - - - - - - - - - Eric Vincent 2022 2021 58,300 - - - - - - 58,300 58,300 58,300 Alastair Barker 2022 2021 373,162 373,162 - - - - - - 373,162 373,162 Michelle Simson 2022 20212 24,634 16,300 - - - 8,334 - - 24,634 24,634 Sarah Sutcliffe 2022 20213 - - - - - - - - - - Sam Smith 20224 2021 - - - - - - - - - - Notes 1 Peter Cook was appointed as Non-Executive Chairman on 6 September 2021. 2 Michelle Simson resigned as Manager Corporate Affairs/Company Secretary on 30 November 2021. 3 Sarah Sutcliffe was appointed as Manager Corporate Affairs/Company Secretary on 9 July 2021. 4 Sam Smith was appointed as Chief Operating Officer/Investor Relations Manager on 1 June 2022. Directors’ Report 28 Breaker Resources NL Option Holdings of Key Management Personnel The numbers of options over ordinary shares in the Company during the financial year in which each director of Breaker Resources NL and other key management personnel of the Company holds a relevant interest, including their closely related parties, are detailed below: Key management personnel Balance at start of year Number Granted as compen- sation Number Exercised Number Other changes Number Balance at year end Number Vested and exercisable Number Peter Cook 2022 20211 - - 2,000,000 - - - - - 2,000,000 - 2,000,000 - Tom Sanders 2022 2021 3,000,000 3,000,000 3,000,0002 - - - (3,000,000) - 3,000,000 3,000,000 3,000,000 3,000,000 Mark Edwards 2022 2021 1,250,000 - - 1,250,000 - - - - 1,250,000 - 1,250,000 1,250,000 Mike Kitney 2022 2021 1,250,000 - - 1,250,000 - - - - 1,250,000 1,250,000 1,250,000 1,250,000 Linton Putland 2022 2021 1,250,000 1,250,000 1,250,0002 - - - (1,250,000) - 1,250,000 1,250,000 1,250,000 1,250,000 Eric Vincent 2022 2021 1,250,000 - - 1,250,000 - - - - 1,250,000 1,250,000 1,250,000 1,250 000 Alastair Barker 2022 2021 1,000,000 1,000,000 - - - - - - 1,000,000 1,000,000 1,000,000 1,000,000 Michelle Simson 2022 2021 1,000,000 1,000,000 - - - - - - 1,000,000 1,000,000 1,000,000 1,000,000 Sarah Sutcliffe 2022 20213 - - 1,000,000 - - - - - 1,000,000 - 1,000,000 - Sam Smith 2022 20214 - - 3,000,000 - - - - - 3,000,000 - 3,000,000 - Notes 1 Peter Cook was appointed as Non-Executive Chairman on 6 September 2021. 2 The issue of the options to directors was approved by shareholders under ASX Listing Rule 10.14 at the 2021 Annual General Meeting of the Company. 3 Sarah Sutcliffe was appointed as Manager Corporate Affairs/Company Secretary on 9 July 2021. 4 Sam Smith was appointed as Chief Operating Officer/Investor Relations Manager on 1 June 2022. Directors’ Report 2022 Annual Report 29 Details of Service Agreements and Employment Contracts Service agreements are in place between the Company and Managing Director Tom Sanders and Exploration Manager Alastair Barker. Manager Corporate Affairs/Company Secretary Sarah Sutcliffe and Chief Operating Officer/Investor Relations Manager is employed via contract. Details of these arrangements as at 30 June 2022 are provided below: Service Agreement: Tom Sanders – Managing Director Term of agreement – Initial term of two (2) years and further terms of two (2) years, subject to termination provisions; commenced 18 April 2012 (subject to ASX listing). An annual consultancy fee of $347,625 (inclusive of superannuation, plus GST) is paid to Goldfields Geological Associates, an entity controlled by Mr Sanders, for the provision of services by Mr Sanders on a minimum of 80% of fulltime basis. The agreement continues until terminated by either Goldfields Geological Associates or the Company. Subject to the Corporations Act 2001 (Cth) and the ASX Listing Rules, Mr Sanders is entitled to a minimum notice period of 12 months and the Company is entitled to a minimum notice period of three (3) months. Goldfields Geological Associates will be reimbursed for expenses incurred on the Company’s behalf. Service Agreement: Alastair Barker – Exploration Manager Term of agreement – Initial term of two (2) years and further terms of one (1) year subject to termination provisions; commenced 18 April 2012 (subject to ASX listing). An annual consultancy fee of $280,343 (inclusive of superannuation, plus GST) is paid to Horizon Resources Pty Ltd, an entity controlled by Mr Barker, for the provision of services by Mr Barker on a minimum of 80% of fulltime basis. The agreement continues until terminated by either Horizon Resources Pty Ltd or the Company. Subject to the Corporations Act 2001 (Cth) and ASX Listing Rules, Mr Barker is entitled to a minimum notice period of 12 months (or six (6) months after the initial term). The Company is entitled to a minimum notice period of three (3) months. Employment Contract: Sarah Sutcliffe – Manager Corporate Affairs/Company Secretary Full time equivalent base salary of $200,000 per annum (exclusive of superannuation). Payment of termination benefit on termination by the employer, other than for gross misconduct, equals three (3) months’ salary. Notice period of three (3) months. Employment Contract: Sam Smith – Chief Operating Officer/Investor Relations Manager Full time equivalent base salary of $320,000 per annum (exclusive of superannuation). Payment of termination benefit on termination by the employer, other than for gross misconduct, equals three (3) months’ salary. Notice period of three (3) months. Signed in accordance with a resolution of directors made pursuant to section 298(2) of the Corporations Act 2001 (Cth). On behalf of the directors TOM SANDERS Managing Director Perth, 30 September 2022 Auditor’s Independence Declaration 30 Breaker Resources NL Statement of Profit or Loss 2022 Annual Report 31 Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Financial Year ended 30 June 2022 Notes 2022 $ 2021 $ Income Income from tenement interest farm-out 4 13,000,000 - Gain on share consideration from tenement interest farm-out 4 1,624,223 - Government grant and incentive 4 - 67,500 Interest income 4 8,261 85,480 Other income 4 19,541 41,017 Total income 14,652,025 193,997 Expenses Administration expenses (745,788) (610,215) Depreciation expenses 4 (119,292) (167,136) Employee benefits expenses 4 (502,928) (356,018) Exploration and evaluation expenses 4 (11,220,828) (13,707,750) Share-based payment expenses (1,324,550) (523,772) Other expenses (48,375) - Total expenses (13,961,761) (15,364,891) Profit/(Loss) before income tax 690,264 (15,170,894) Income tax expense 6 - - Profit/(Loss) for the year 690,264 (15,170,894) Other comprehensive income Fair value gain on financial assets at fair value through other comprehensive income 9 6,756,923 - Total comprehensive income/(loss) for the year 7,447,187 (15,170,894) Total comprehensive income/(loss) attributable to owners of the Company 7,447,187 (15,170,894) Basic profit/(loss) per share attributable to the ordinary equity holders of the Company (cents per share) 15 0.21 (4.92) Diluted profit/(loss) per share attributable to the ordinary equity holders of the Company (cents per share) 15 0.21 (4.92) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. Statement of Financial Position 32 Breaker Resources NL Consolidated Statement of Financial Position as at 30 June 2022 Notes 2022 $ 2021 $ Current Assets Cash and cash equivalents 7 11,658,327 4,538,814 Term deposits 7 - 6,512,371 Trade and other receivables 8 318,544 338,035 Financial assets at fair value through other comprehensive income 9 8,431,146 - Other financial assets 10 46,890 72,740 Total Current Assets 20,454,907 11,461,960 Non-Current Assets Plant and equipment 11 127,276 219,257 Total Non-Current Assets 127,276 219,257 Total Assets 20,582,183 11,681,217 Current Liabilities Trade and other payables 12 992,439 863,210 Total Current Liabilities 992,439 863,210 Total Liabilities 992,439 863,210 Net Assets 19,589,744 10,818,007 Equity Contributed equity 13 83,880,379 83,880,379 Reserves 5,133,397 1,617,835 Accumulated loss (69,424,032) (74,680,207) Total Equity 19,589,744 10,818,007 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. Statement of Changes in Equity 2022 Annual Report 33 Consolidated Statement of Changes in Equity for the Financial Year ended 30 June 2022 Notes Contributed Equity $ Share- based Payments Reserve $ Financial Asset Reserve $ Accumulated Profit/(Loss) $ Total $ Balance at 30 June 2020 61,985,316 1,094,063 - (59,509,313) 3,570,066 Loss for the year - - - (15,170,894) (15,170,894) Total comprehensive loss for the year - - - (15,170,894) (15,170,894) Options issued during the year - 523,772 - - 523,772 Transactions with owners in their capacity as owners: Contributions of equity net of transaction costs 13 21,895,063 - - - 21,895,063 Balance at 30 June 2021 83,880,379 1,617,835 - (74,680,207) 10,818,007 Profit for the year - - - 690,264 690,264 Other comprehensive income - - 6,756,923 - 6,756,923 Total comprehensive income for the year - - 6,756,923 690,264 7,447,187 Transfer of financial asset reserve upon disposal of financial assets at fair value through other comprehensive income - - (3,828,000) 3,828,000 - Options issued during the year - 1,324,550 - - 1,324,550 Options lapsed or expired during the year - (737,911) - 737,911 - Balance at 30 June 2022 83,880,379 2,204,474 2,928,923 (69,424,032) 19,589,744 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. Statement of Cash Flows 34 Breaker Resources NL Consolidated Statement of Cash Flows for the Financial Year ended 30 June 2022 Notes 2022 $ 2021 $ Cash flows from operating activities Payments to suppliers and employees (1,219,512) (1,129,790) Payments for exploration and evaluation expenditure (11,090,010) (13,415,975) Receipts from government grant and incentive - 67,500 Proceeds from sale of tenement farm out rights 6,500,000 - Other income received 966 41,017 Interest received 8,261 55,112 Net cash inflow/(outflow) from operating activities 17 (5,800,295) (14,382,136) Cash flows from investing activities Payments for plant and equipment (27,311) (104,421) Proceeds from/(Investments in) other financial assets 25,850 (505) Investments in term deposits - (6,512,371) Withdrawal of term deposits 6,512,371 - Net proceeds on disposal of financial assets at fair value through other comprehensive income 6,401,625 - Proceeds on disposal of plant and equipment 7,273 - Net cash inflow/(outflow) from investing activities 12,919,808 (6,617,297) Cash flows from financing activities Proceeds from issue of ordinary shares - 22,684,982 Share issue transaction costs - (789,919) Net cash inflow/(outflow) from financing activities - 21,895,063 Net increase in cash and cash equivalents 7,119,513 895,630 Cash and cash equivalents at the beginning of the year 4,538,814 3,643,184 Cash and cash equivalents at the end of the year 7 11,658,327 4,538,814 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. Notes to the Consolidated Financial Statements 2022 Annual Report 35 Notes to the Consolidated Financial Statements for the Year ended 30 June 2022 1. General information Breaker Resources NL is a public company listed on the Australian Securities Exchange, incorporated in Australia and operating in Australia. The Company’s registered office and its principal place of business is 12 Walker Avenue, West Perth WA 6005. Breaker Resources NL’s principal activity is mineral exploration and it is a for-profit entity for the purposes of preparing the Financial Statements. These financial statements are for Breaker Resources NL and its controlled entities (“the Group”) and are presented in the Australian currency. The Consolidated Financial Statements were authorised for issue by the directors on 30 September 2022. The directors have the power to amend and reissue the Financial Statements. 2. Significant accounting policies The principal accounting policies adopted in the preparation of the Financial Statements are set out below. (a) Basis of preparation These general purpose financial statements have been prepared in accordance with the Corporations Act 2001 (Cth) (Corporations Act) and Australian Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board (AASB). Compliance with Australian Accounting Standards ensure the financial statements and notes to the Group comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Consequently, this financial report has been prepared in accordance with IFRS as issued by the IASB. These Consolidated Financial Statements have been prepared on the historical cost basis, except for certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars. Going concern The Consolidated Financial Statements have been prepared on the basis of a going concern which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Directors have considered the impact of the COVID-19 pandemic on the position of the Group at 30 June 2022 and its operations in future periods. The Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that may be necessary should the Group be unable to continue as a going concern. Notes to the Consolidated Financial Statements 36 Breaker Resources NL (b) Application of new and revised Australian Accounting Standards (i) Adoption of new accounting policies The following accounting policies have been adopted during the year: Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 30 June 2022. Control is established when the Company: - has the power over the investee; - is exposed, or has rights, to variable returns from its involvement with the investee; - has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation. Farm-Out Arrangements On entering into a farm-out agreement the Group credits any cash and non-cash consideration received against the carrying amount, with any excess included as a gain in profit or loss. The Group does not record exploration expenditures on the tenement made by the farmee. Financial Instruments Financial assets and financial liabilities are recognised in the Group’s consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value, except for trade and other receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets. Notes to the Consolidated Financial Statements 2022 Annual Report 37 The Group classifies its financial assets into: - Debt instruments at amortised cost; - Equity instruments designated as at fair value through other comprehensive income (“FVTOCI”). Debt instruments that meet the following conditions are measured subsequently at amortised cost: - The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; - The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. On initial recognition, the Group may make an irrevocable election (on an instrument-by- instrument basis) to designate investments in equity instruments as at FVTOCI. The Group has an investment in a listed entity over which they do not have significant influence nor control. The Group has made an irrevocable election to classify this equity investments designated as at FVTOCI. Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the financial asset reserve. The cumulative gain or loss is not reclassified to profit or loss on disposal of the equity investments, instead, it is transferred to retained earnings. The Group designated all investments in equity instruments that are not held for trading as at FVTOCI on initial recognition. A financial asset is held for trading if either: - It has been acquired principally for the purpose of selling it in the near term; - On initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has evidence of a recent actual pattern of short-term profit-taking; - It is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument). The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. Notes to the Consolidated Financial Statements 38 Breaker Resources NL (ii) New and revised Accounting Standards in issue not yet adopted At the date of authorisation of the Financial Statements, the Standards applicable to the Group’s business listed below were in issue but not yet effective. The potential effect of the revised Standards on the Group’s financial statements has not yet been determined. AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture, AASB 2015-10 Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128, AASB 2017-5 Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections and AASB 2021-7 Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections, effective for annual reporting periods beginning on or after 1 January 2025; AASB 2020-1Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-Current, AASB 2020-6 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-Current, effective for annual reporting periods beginning on or after 1 January 2023; AASB 2020-3 Amendments to Australian Accounting Standards – Annual Improvements 2018-2020 and Other Amendments, effective for annual reporting periods beginning on or after 1 January 2022. AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates, effective for annual reporting periods beginning on or after 1 January 2023; AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from a Single Transaction, effective for annual reporting periods beginning on or after 1 January 2023. AASB 2022-1 Amendments to Australian Accounting Standards – Initial Application of AASB 17 and AASB 9 – Comparative Information, effective for annual reporting periods beginning on or after 1 January 2023. (c) Segment reporting An operating segment is defined as a component of an entity that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Group’s chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. (d) Government grants Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable. Notes to the Consolidated Financial Statements 2022 Annual Report 39 (e) Revenue Revenue is recognised when it is received or when the right to receive payment is established. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. (f) Income tax The income tax expense for the year is the tax payable on the current year’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It creates provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise these temporary differences and losses. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. (g) Impairment of plant and equipment At each reporting date, the Group reviews the carrying amounts of its plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Notes to the Consolidated Financial Statements 40 Breaker Resources NL If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is recognised in profit or loss. When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. (h) Cash and cash equivalents For the purpose of presentation in the Statement of Cash Flows, cash and cash equivalents include cash on hand, deposits held at call with financial institutions and other short term highly liquid investments with original maturities of three (3) months or less that are readily convertible to known amounts of cash and which are not subject to significant risk of changes in value. (i) Trade and other receivables Receivables are recognised and carried at original invoice amount less a provision for any uncollectible debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. j) Impairment of financial assets The Group assesses at each reporting date whether there is an expected credit loss in relation to the impairment of financial assets. The Company accounts for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. (k) Plant and equipment All plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to the Statement of Profit or Loss during the reporting period in which they are incurred. Depreciation of plant and equipment is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term. All plant and equipment is depreciated at the rate of 25% per annum. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (refer to Note 2(g)). Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit or Loss and Other Comprehensive Income. (l) Exploration and evaluation costs Exploration and evaluation costs are written off in the year they are incurred. Notes to the Consolidated Financial Statements 2022 Annual Report 41 (m) Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured, non-interest bearing and are paid on normal commercial terms. They are presented as current liabilities unless payment is not due within 12 months after the reporting period. (n) Employee benefits Liabilities for wages and salaries, including non-monetary benefits, and annual leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The short-term employee benefit obligations are presented as non-discounted payables. The liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of government bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss. (o) Share-based payments The Group provides benefits to employees (including directors and contractors) and suppliers in the form of share-based payment transactions, whereby employees and suppliers render goods or services in exchange for shares or rights over shares (equity-settled transactions) (refer to Note 18). The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value of options is determined by an internal valuation using a Black-Scholes option pricing model. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which any performance conditions are fulfilled, ending on the date on which the relevant employees or suppliers become fully entitled to the award (vesting date). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects: the extent to which the vesting period has expired; and the number of options that, in the opinion of the directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award. Notes to the Consolidated Financial Statements 42 Breaker Resources NL (p) Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (q) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the Statement of Financial Position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. (r) Critical judgements, estimates and assumptions The preparation of these Financial Statements requires the use of certain critical accounting estimates, which, by definition, will seldom equal the actual results. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements are: Environmental issues Balances disclosed in the Financial Statements and notes thereto are not adjusted for any pending or enacted environmental legislation, and the directors’ understanding thereof. At the current stage of the Company’s development and its current environmental impact, the directors believe such treatment is reasonable and appropriate. Taxation Balances disclosed in the Financial Statements and the notes thereto related to taxation are based on the best estimates of the directors. These estimates take into account both the financial performance and position of the Company as they pertain to current income taxation legislation, and the directors’ understanding thereof. No adjustment has been made for pending or future taxation legislation. The current income tax position represents the directors’ best estimate, pending an assessment by the Australian Taxation Office. Coronavirus (COVID-19) pandemic Judgement has been exercised in considering the impacts that the COVID-19 pandemic has had, or may have, on known information. This consideration extends to the nature of business, supply chain, staffing and geographic regions in which the entity operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the Financial Statements or any significant uncertainties with respect to events or conditions which may impact the consolidated entity unfavourably as at the reporting date or subsequently as a result of the COVID-19 pandemic. Share-based payment transactions The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. 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 profit or loss and equity. Notes to the Consolidated Financial Statements 2022 Annual Report 43 3. Financial risk management The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. Risk management is carried out by the Board via the audit and risk committees as the Company believes that it is crucial for directors to be involved in this process. The Managing Director, with the assistance of senior management as required, has responsibility for identifying, assessing, treating and monitoring risks and reporting to the Board on risk management. (a) Market risk Price risk Given the current level of operations the Group is not directly exposed to commodity price risk. The Group is exposed to equity securities price risk. This arises from investments held by the Group and classified in the consolidated statement of financial position as financial assets at fair value through other comprehensive income. Interest rate risk The Group is subject to movements in market interest rates on cash and cash equivalents and bank deposits. The Group’s policy is to monitor the interest rate yield curve out to six (6) months to ensure a balance is maintained between the liquidity of cash assets and the interest rate return. The entire balance of cash and bank deposits for the Group of $11,658,327 (2021: $11,051,185) is subject to interest rate risk. The weighted average interest rate received on cash and cash equivalents by the Group was 0.20% (2021: 0.43%). Sensitivity analysis At 30 June 2022, if interest rates had changed by -/+ 100 basis points from the weighted average rate for the year with all other variables held constant, post-tax loss for the Group would have been $80,986 lower/higher (2021: $73,472) as a result of lower/higher interest income from cash and cash equivalents. (b) Credit risk The Group has no significant concentrations of credit risk. The maximum exposure to credit risk at balance date is the carrying amount of trade and other receivables as disclosed in the Consolidated Statement of Financial Position and Notes to the Financial Statements. As the Group does not presently have any debtors, lending, significant stock levels or any other credit risk, a formal credit risk management policy is not maintained. (c) Operational risks The Group operates in Western Australia which continues to experience skills and equipment shortages which has the potential to impact the Group’s on-going operations. (d) Liquidity risk The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash and marketable securities are available to meet the current and future commitments of the Group. 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. The Board constantly monitors the state of equity markets in conjunction with the Group’s current and future funding requirements, with a view to initiating appropriate capital raisings as required. Notes to the Consolidated Financial Statements 44 Breaker Resources NL The financial liabilities of the Group are generally confined to trade and other payables as disclosed in the Consolidated Statement of Financial Position. All trade and other payables are non-interest bearing and due within 12 months of the reporting date. 4. Income and expenses (a) Income from continuing operations includes the following revenue items: 2022 $ 2021 $ Income from tenement interest farm-out (1) 13,000,000 - Gain on share consideration from tenement interest farm- out (2) 1,624,223 - Government grant and incentive - 67,500 Interest income 8,261 85,480 Other 19,541 41,017 14,652,025 193,997 (1): During the year the Group entered into a farm-out transaction with Global Lithium Resources Limited to divest up to 80% interest in lithium rights at its Manna Lithium discovery within the Lake Roe Gold Project. The Group received $13,000,000 consideration comprising $6,500,000 cash and shares in Global Lithium Resources Limited with a deemed value of $6,500,000. (2): Gain on share consideration from tenement interest farm-out relates to the movement in fair value of the consideration receivable between the date of the agreement and change in control of the tenement. (b) Loss for the year includes the following specific expenses: 2022 $ 2021 $ Depreciation expenses 119,292 167,136 Exploration and evaluation expenses 11,220,828 13,707,750 (c) Employee benefit expenses: 2022 $ 2021 $ Wages and superannuation 202,845 127,077 Directors’ fees 268,997 192,000 Leave provisions 4,140 15,838 Other 26,946 21,103 502,928 356,018 Notes to the Consolidated Financial Statements 2022 Annual Report 45 5. Operating segments For management purposes, the Group has identified only one (1) reportable segment as exploration activities undertaken in Australia. This segment includes activities associated with the determination and assessment of the existence of commercial economic reserves from the Group’s mineral assets in this geographic location. Segment performance is evaluated based on the operating profit and loss and cash flows and is measured in accordance with the Group’s accounting policies. 2022 $ 2021 $ Segment revenue 13,000,000 - Reconciliation of segment revenue to total revenue before tax: Gain on share consideration from tenement interest farm- out 1,624,223 - Government grant and incentive - 67,500 Interest income 8,261 85,480 Other income 19,541 41,017 Total revenue 14,652,025 193,997 Segment result 1,779,172 (13,707,750) Reconciliation of segment result to loss before tax: Gain on share consideration from tenement interest farm- out 1,624,223 Depreciation expenses (119,292) (167,136) Other corporate and administration income/(expenses), net (2,593,839) (1,296,008) Net profit/(loss) before tax 690,264 (15,170,894) Segment operating assets 96,230 174,344 Reconciliation of segment operating assets to total assets: Other corporate and administration assets 20,485,953 11,506,873 Total assets 20,582,183 11,681,217 Segment additions to non-current assets 20,640 71,863 Other corporate additions to non-current assets 6,671 32,558 Total additions to non-current assets 27,311 104,421 Segment operating liabilities 512,792 673,748 Reconciliation of segment operating liabilities to total liabilities: Other corporate and administration liabilities 479,647 189,462 Total liabilities 992,439 863,210 Notes to the Consolidated Financial Statements 46 Breaker Resources NL 6. Income tax 2022 $ 2021 $ Income tax expense for Consolidated Statement of Profit and Loss Current tax - - Deferred tax - - Numerical reconciliation of income tax expense to prima facie tax payable Profit/(Loss) from continuing operations before income tax expense 690,264 (15,170,894) Prima facie tax benefit at the Australian tax rate of 30% (2021: 26%) 207,079 (3,944,432) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Non-assessable income - (13,000) Capital raising costs (126,635) (146,164) Non-deductible expenses 3,671 2,546 Share-based payments 397,365 136,181 481,480 (3,964,869) Movements in unrecognised temporary differences 893,904 21,060 Tax effect of current year tax losses for which no deferred tax asset has been recognised - 3,943,809 Utilisation of tax losses (1,375,384) - Income tax expense for Consolidated Statement of Profit and Loss - - Income tax expense for Other Comprehensive Income Current Tax - - Deferred tax - - Numerical reconciliation of income tax expense to prima facie tax payable Other comprehensive income before income tax expense 6,756,923 - Prima facie tax benefit at the Australian tax rate of 30% (2021: 26%) 2,027,077 - Movements in unrecognised temporary differences (2,027,077) - Income tax expense for Other Comprehensive Income - - Unrecognised temporary differences Deferred tax liabilities on income tax account 24,810 19,955 Prepayments 3,390 7,896 Plant and equipment 38,183 57,007 Investments 1,074,542 - DTL used to offset DTA (1,140,926) (84,858) Deferred tax liabilities - - Notes to the Consolidated Financial Statements 2022 Annual Report 47 2022 $ 2021 $ Deferred tax assets on income tax account Accruals 4,341 11,180 Provisions 13,553 19,065 Capital raising costs 193,111 279,857 Exploration Expenditure 13,874 12,932 Super payable 5,577 - Carry forward tax losses 17,038,764 15,959,371 DTL used to offset DTA (1,140,926) (84,858) Deferred tax asset not recognised 16,197,547 16,197,547 Net Deferred tax assets - - Breaker Resources NL is not considered a base rate entity for income tax purposes for the 2022 income year and is therefore subject to income tax at a rate of 30% (2021: 26%). As a result, the deferred tax assets of the Company have been adjusted in the 2022 year to reflect the increase in corporate tax rate applicable to the Company. Breaker Resources and it wholly owned subsidiaries intend to form a tax consolidated group with effect from 21/12/2021. The Australian Taxation Office will be notified on this decision on lodgement of the 2022 tax consolidated income tax return. The head entity of the tax consolidated group is Breaker Resources NL. The tax note has been prepared on the basis that Breaker Resources NL will proceed with the election to form a tax consolidated group. Net deferred tax assets have not been brought to account as it is not probable within the immediate future that tax profits will be available against which deductible temporary differences and tax losses can be utilised. The Company’s ability to use losses in the future is subject to the Company satisfying the relevant tax authority’s criteria for using these losses. The deductible temporary differences and tax losses do not expire under current tax legislation. The utilisation of tax losses is dependent on the Company satisfying the continuity of ownership test or the same or similar business test at the time the tax losses are applied against taxable income. 7. Cash and Term Deposits 2022 $ 2021 $ Cash at bank and in hand 11,658,327 4,538,814 Term deposits classified separate to cash on face of Consolidated Statement of Financial Position - 6,512,371 Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets is approximately equal to their fair value. Cash and cash equivalents at the end of the year as shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated reporting position as shown above. As at 30 June 2022, the Company had no term deposits with maturities more than three (3) months (2021: 6,512,371). Notes to the Consolidated Financial Statements 48 Breaker Resources NL 8. Trade and other receivables 2022 $ 2021 $ Prepayments 82,702 76,751 GST receivable and PAYG withheld 224,540 230,915 Other receivable 11,302 30,369 318,544 338,035 The carrying amounts of trade and other receivables are assumed to be the same as their fair values, due to their short-term nature. 9. Financial assets at fair value through other comprehensive income 2022 $ 2021 $ Beginning balance - - Additions 8,124,223 - Fair value adjustment through other comprehensive income 6,756,923 - Disposal during the year (6,540,000) - Closing balance 8,431,146 - The fair value of listed financial assets at fair value through other comprehensive income has been determined directly by reference to published price quotations in an active market. 10. Other financial assets 2022 $ 2021 $ Term deposits as a security 46,127 71,977 Other financial assets 763 763 46,890 72,740 Due to their short-term nature, the carrying amount of other financial assets is assumed to approximate their fair value. 11. Plant and equipment 2022 2021 Furniture & office equipment $ Exploration equipment $ Motor vehicles $ Total $ Furniture & office equipment $ Explorati on equipm ent $ Motor vehicles $ Total $ Cost 181,383 282,149 760,369 1,223,901 174,712 282,149 799,757 1,256,618 Accumulated depreciation (150,336) (215,296) (730,993) (1,096,625) (129,798) (183,011) (724,552) (1,037,361) Net book amount 31,047 66,853 29,376 127,276 44,914 99,138 75,205 219,257 Opening net book amount 44,914 99,138 75,205 219,257 36,324 53,285 192,362 281,971 Additions 6,671 - 20,640 27,311 32,558 71,864 - 104,422 Depreciation charge (20,538) (32,285) (66,469) (119,292) (23,968) (26,011) (117,157) (167,136) Closing net book amount 31,047 66,853 29,376 127,276 44,914 99,138 75,205 219,257 Notes to the Consolidated Financial Statements 2022 Annual Report 49 12. Trade and other payables 2022 $ 2021 $ Trade creditors 571,464 716,152 Other payables and accruals 420,975 147,058 992,439 863,210 Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts of trade and other payables are assumed to be the same as their fair values, due to their short-term nature. 13. Contributed equity (a) Share capital 2022 2021 Notes Number $ Number $ Ordinary shares fully paid (b),(d) 325,840,929 83,880,379 325,840,929 83,880,379 Total issued capital 325,840,929 83,880,379 325,840,929 83,880,379 (b) Movements in ordinary share capital 2022 2021 Number $ Number $ Beginning of the year 325,840,929 83,880,379 231,320,076 61,985,316 Issued during the year: Placements to sophisticated and professional investors - - 83,333,333 20,000,000 Share purchase plan to existing shareholders - - 11,187,520 2,684,982 Transaction costs - - - (789,919) End of the year 325,840,929 83,880,379 325,840,929 83,880,379 (c) Movements in options on issue 2022 2021 Number Number Beginning of the year 12,975,000 8,450,000 Issued 10,550,000 4,700,000 Expired or lapsed (4,250,000) (175,000) End of the year 19,275,000 12,975,000 All options on issue are exercisable on a 1:1 basis for the Company’s ordinary shares and carry no rights to dividends and no voting rights. The options are exercisable at prices between $0.166 and $0.467 and expire between 30 November 2022 and 6 June 2025. (d) Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company 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 (1) vote, and upon a poll each share is entitled to one (1) vote, in proportion to the number of and amounts paid as a proportion of the issue price on the shares held (excluding any amounts paid Notes to the Consolidated Financial Statements 50 Breaker Resources NL up in advance of a call). Ordinary shares have no par value and the Company does not have a limited amount of authorised capital. (e) Capital risk management The Group’s objective when managing capital is to safeguard its ability to carry on as a going concern, so that it 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 capital risk management is the current working capital position against the requirements of the Group to meet exploration programs 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. The working capital position of the Group at 30 June 2022 and 30 June 2021 is as follows: 2022 $ 2021 $ Cash and cash equivalents 11,658,327 4,538,814 Term deposits - 6,512,371 Trade and other receivables 318,544 338,035 Financial assets 8,478,036 72,740 Trade and other payables (992,439) (863,210) Working capital position 19,462,468 10,598,750 14. Dividends No dividends were paid during the financial year. No recommendation for payment of dividends has been made. 15. Profit/(Loss) per share (a) Reconciliation of earnings used in calculating profit/(loss) per share 2022 $ 2021 $ Profit/(Loss) attributable to the owners of the Company used in calculating basic and diluted profit/(loss) per share 690,264 (15,170,894) (b) Weighted average number of shares used as the denominator 2022 Number 2021 Number Weighted average number of ordinary shares used as the denominator in calculating basic profit/(loss) per share 325,840,929 308,086,040 Effect of dilutive potential ordinary shares – share options 707,805 - Weighted average number of ordinary shares for the purposes of diluted earnings per share 326,548,734 308,086,040 Notes to the Consolidated Financial Statements 2022 Annual Report 51 16. Commitments (a) Exploration Commitments The Company must maintain current rights of tenure to tenements, which requires outlays of expenditure in 2022/23. Under certain circumstances these commitments are subject to the possibility of adjustment to the amount and/or timing of such obligations however they are expected to be fulfilled in the normal course of operations. Estimated minimum required expenditure on mining, exploration and prospecting leases for 2022/23 as at the date of this report: 2022 $ 2021 $ 1,082,400 1,008,400 (b) Capital Commitments There are no capital expenditure commitments for the Group as at 30 June 2022. (c) Lease Commitments: Company as Lessee The Group leases its office under a non-cancellable operating lease expiring within one (1) year. During the financial year, the short-term lease expense was recognised as an operating expense and charged to profit or loss accounts under the new AASB 16. Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows: 2022 $ 2021 $ Within one (1) year 45,551 45,551 45,551 45,551 17. Reconciliation of net profit/(loss) to net cash outflow from operating activities 2022 $ 2021 $ Reconciliation of net profit/(loss) after income tax to net cash flow from operating activities Net profit/(loss) for the year 690,264 (15,170,894) Transaction costs on disposal classified as investing activities 48,375 - Gain on disposal of plant and equipment classified as investing activities (7,273) - Non-cash items Non-cash consideration from tenement interest farm-out (6,500,000) - Gain on share consideration from tenement interest farm-out (1,624,223) - Depreciation of non-current assets 119,292 167,136 Share-based payments 1,324,550 523,772 Change in operating assets and liabilities (Increase)/decrease in trade and other receivables 19,491 (45,502) Increase/(decrease)in trade and other payables 129,229 143,352 Net cash inflow/(outflow) from operating activities (5,800,295) (14,382,136) Notes to the Consolidated Financial Statements 52 Breaker Resources NL (a) Non-cash transactions During the year, the Company granted 10,550,000 options to its employees as incentives. The value of the options was included in the Share-based Payments (refer to Note 18). As disclosed in Note 4, the Group received equity with a deemed value of $6,500,000 as part of the consideration for its farm-out tenement interest, 18. Share-based payments (a) Employee share options The Company provides benefits to employees (including directors and eligible contractors) of the Company in the form of share-based payment transactions, whereby employees render services in exchange for options to acquire ordinary shares. Options are granted under the plan for no consideration. The table below summarises the share-based payment options granted by Breaker Resources NL: 2022 2021 Number Weighted average exercise price cents Number Weighted average exercise price cents Outstanding at the beginning of the year 12,975,000 28.1 8,450,000 35.8 Granted 10,550,000 35.2 4,700,000 33.1 Forfeited/cancelled/expired 4,250,000 46.5 175,000 15.0 Outstanding at year end 19,275,000 31.5 12,975,000 28.1 Exercisable at year end 19,275,000 31.5 12,975,000 28.1 Nil unlisted employee options lapsed during the year (2021: Nil) and 4,250,000 options expired (2021: Nil). The weighted average remaining contractual life of share options outstanding at the end of the financial year was 1.82 years (2021: 1.46 years) and the exercise prices ranged from 16.9 cents to 46.7 cents (2021: 15.0 cents to 46.5 cents). The weighted average fair value of the employee share options granted during the year was 12.56 cents (2021: 11.15 cents). The fair value of the options was estimated using a Black-Scholes pricing model. Expected volatility was based on the historical movement of the underlying share price around its average share price. The assumption that the historical volatility is indicative of future trends may also not necessarily be the actual outcome. Inputs into the pricing model: Issue date share price Exercise price Expected volatility Option life Risk-free interest rate BRBOPT16 $0.265 $0.339 85.00% 3.00 years 0.27% BRBOPT17 $0.240 $0.291 85.15% 2.99 years 0.27% BRBOPT18 $0.230 $0.281 84.80% 3.00 years 0.17% BRBOPT18 $0.225 $0.281 84.66% 2.98 years 0.15% BRBOPT19 $0.155 $0.200 82.07% 2.92 years 0.20% BRBOPT20 $0.215 $0.251 81.43% 3.00 years 0.19% BRBOPT21 $0.400 $0.400 82.12% 2.99 years 0.90% BRBOPT22 $0.295 $0.467 82.38% 3.04 years 1.00% BRBOPT23 $0.230 $0.261 81.65% 3.00 years 3.04% BRBOPT24 $0.220 $0.251 81.52% 2.99 years 3.15% Notes to the Consolidated Financial Statements 2022 Annual Report 53 (b) Other party options In addition to options issued to employees, the Company may also issue unlisted options to other parties. There were no other party options granted during the year. (c) Share-based payments expenses During the year, an amount of $1,324,550 was recognised as a share-based payment expense. 19. Fair value measurements of financial instruments The carrying values of financial assets and liabilities of the Group approximate their fair values. Fair values of financial assets and liabilities have been determined for measure and disclosure purposes. Fair value hierarchy The Group classifies assets and liabilities carried at fair value using a fair value hierarchy that reflects the significance of the inputs used in determined that value. The table following analyses financial instruments carried at fair value by the valuation method. The different levels in the hierarchy have been defined as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). Recurring fair value measurements Level 1 $ Level 2 $ Level 3 $ Total $ 30 June 2022 Financial assets at fair value through other comprehensive income 8,431,146 - - 8,431,146 30 June 2021 Financial assets at fair value through other comprehensive income - - - - Due to their short-term nature, the carrying amount of the current receivables and current payables is assumed to approximate their fair value. 20. Controlled Entities % Held Investment Cost Controlled Entities 30 June 2022 30 June 2021 Class Incorporation Incorporation 30 June 2022 30 June 2021 Breaker Resources Lithium Pty Ltd 100% - Ord WA 21/12/2021 $10 - Lake Roe Gold Mining Pty Ltd 100% - Ord WA 25/05/2022 $10 - Notes to the Consolidated Financial Statements 54 Breaker Resources NL 21. Key management personnel transactions The aggregate compensation made to directors and other members of key management personnel of the Company is set out below: 2022 $ 2021 $ Short term benefits 1,145,666 988,675 Post-employment benefits 37,423 29,940 Share-based payments 1,289,219 418,664 2,472,308 1,437,279 There were no loans to/from key management personnel during the year. Detailed remuneration disclosures are provided in the Remuneration Report commencing on page 12. 22. Related party transactions In addition to the services provided by Mr Sanders, the value of which is shown as Mr Sanders’ remuneration in the Remuneration Report commencing on page 12, Goldfields Geological Associates is also reimbursed for other Group expenses including software maintenance and other out-of-pocket costs incurred on the Company’s behalf. The value of these expenses incurred during the year was $777.04 (2021: $18,208). In addition to the director’s fee paid to Mr Edwards, the Group paid $14,388 professional service fee to EMK Lawyers, an entity of which Mr Edwards is a director and shareholder (2021: $nil). The Company had no other transactions with related parties during the year except as outlined above and the payments to the key management personnel disclosed in the Remuneration Report commencing on page 12. There were no guarantees provided to related parties during the year. 23. Remuneration of auditor During the year the following fees were paid or payable for services provided by the auditor of the Company, its related practices and non-related audit firms: (a) Audit services 2022 $ 2021 $ Rothsay Audit & Assurance Pty Ltd (2021: Rothsay Auditing) – audit and review of financial reports 22,000 22,000 Total remuneration for audit services 22,000 22,000 (b) Non-audit services There were Nil non-audit services provided by the auditor of the Company, Audit & Assurance Pty Ltd (2021: Rothsay Auditing) during the year (2021: Nil). Notes to the Consolidated Financial Statements 2022 Annual Report 55 24. Parent Entity Information The following details information related to the parent entity, Breaker Resources NL, at 30 June 2022 and 30 June 2021. The information presented here has been prepared using consistent accounting policies as presented in Note 2. 2022 $ 2021 $ Financial Position Current assets 20,456,234 11.461,960 Non-current assets 127,296 219,257 Total assets 20,583,530 11,681,217 Current liabilities 992,439 863,210 Total liabilities 992,439 863,210 Net assets 19,591,091 10,818,007 Contributed equity 83,880,379 83,880,379 Reserves 5,133,397 1,617,835 Accumulated loss (69,422,685) (74,680,207) Total equity 19,591,091 10,818,007 Financial Performance Profit/(Loss) for the year 688,917 (15,170,894) Other comprehensive income 6,756,923 - Total comprehensive income/(loss) 7,445,840 (15,170,894) 25. Subsequent events Subsequent to 30 June 2022, the Company disposed of its remaining shareholding in Global Lithium Resources Limited (GL1) with a significant appreciation in value post 30 June 2022 and received net proceeds of approximately $15 million. The Company intends to use the funds to further advance Breaker’s exploration and development activities. The impact of the COVID-19 pandemic is ongoing. While there has been no material impact on the Company’s financial position and operation up to 30 June 2022 as a result of COVID-19, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the WA and Australian Governments and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided. There were no other matters or circumstances arising since the end of the reporting period that have significantly affected or may significantly affect the operations of the Company and the results of those operations or the state of the affairs of the Company in the financial period subsequent to 30 June 2022. Directors’ Declaration 56 Breaker Resources NL Directors’ Declaration The directors declare that: the Financial Statements comprising the Statement of Profit or Loss and Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and accompanying notes set out on pages 31 to 55 are in accordance with the Corporations Act 2001 (Cth), including: i. complying with Accounting Standards, the Corporations Regulations 2001 (Cth) and other mandatory professional reporting requirements; and ii. giving a true and fair view of the Company’s financial position as at 30 June 2022 and of its performance for the financial year ended on that date; in the opinion of the directors there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; a statement that the attached financial statements are in compliance with International Financial Reporting Standards has been included in the Notes to the Financial Statements; and the directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001 (Cth). Signed in accordance with a resolution of the directors made pursuant to section 295(5) of the Corporations Act 2001 (Cth). On behalf of the directors TOM SANDERS Managing Director Perth, 30 September 2022 Independent Auditor’s Report 2022 Annual Report 57 Independent Auditor’s Report 58 Breaker Resources NL Independent Auditor’s Report 2022 Annual Report 59 Independent Auditor’s Report 60 Breaker Resources NL ASX Additional Information 2022 Annual Report 61 ASX Additional Information Additional information required by the Australian Securities Exchange and not shown elsewhere in this report is provided below. The information is current as at 20 October 2022. Corporate Governance Statement The 2022 Corporate Governance Statement of Breaker Resources NL is available on the Company’s website at http://www.breakerresources.com.au/company/corporate-governance. Distribution of Equity Securities Analysis of numbers of equity security holders by size of holding: Unmarketable Parcel There are 339 holders of unmarketable parcels of fully paid ordinary shares, based on the closing market price of $0.23 on 20 October 2021, representing 352,950 shares and amounting to 0.11% of issued capital. Restricted Securities There are no restricted securities on issue. Voting Rights All fully paid ordinary shares carry one (1) vote per share without restriction. Unlisted options carry no attaching voting rights. Substantial Shareholders The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act, and the details of their holding at the time of notification, are: Shareholder Voting interest Number Voting power % 1 Paulson & Co (New York) 32,550,157 9.99 2 Electrum Group (New York) 32,550,157 9.99 3 Mr Thomas Stephen Sanders & Mrs Helen Sanders 25,262,430 7.75 4 Franklin Resources, Inc., and its affiliates 20,833,333 6.39 ASX Additional Information 62 Breaker Resources NL Top 20 Shareholders The names of the 20 largest holders of quoted fully paid ordinary shares (ASX: BRB) are: Unquoted Securities Details of unquoted securities on issue are: Class Securities Number Holders Number Unlisted 37.5 cent options, exercisable on or before 20 November 2022 1,000,000 1 Unlisted 24.6 cent options, exercisable on or before 28 February 2023 125,000 1 Unlisted 19.5 cent options, exercisable on or before 28 February 2023 1,000,000 1 Unlisted 16.9 cent options, exercisable on or before 28 February 2023 150,000 1 Unlisted 16.6 cent options, exercisable on or before 28 February 2023 1,000,000 1 Unlisted 28.8 cent options, exercisable on or before 15 May 2023 200,000 1 Unlisted 32.0 cent options, exercisable on or before 28 February 2023 550,000 1 Unlisted 33.9 cent options, exercisable on or before 10 July 2023 200,000 1 Unlisted 28.1 cent options, exercisable on or before 30 September 2023 3,750,000 3 Unlisted 20.0 cent options, exercisable on or before 31 May 2024 200,000 1 Unlisted 29.1 cent options, exercisable on or before 31 August 2023 550,000 1 Unlisted 25.1 cent options, exercisable on or before 6 September 2024 2,000,000 1 Unlisted 40 cent options, exercisable on or before 4 November 2024 1,000,000 1 Unlisted 46.7 cent options, exercisable on or before 31 December 2024 4,250,000 1 Unlisted 26.1 cent options, exercisable on or before 9 May 2025 300,000 1 Unlisted 25.1 cent options, exercisable on or before 6 June 2025 3,000,000 1 Unlisted 22.6 cent options, exercisable on or before 30 June 2024 100,000 1 Holders of 20% or more of the class There are no relevant holders of 20% or more of a class of unquoted securities. On-market Buy-back There is no current on-market buy-back. ABN: 87 145 011 178 12 Walker Avenue, West Perth, Western Australia 6005 Tel: +61 8 9226 3666 | Fax: +61 8 9226 3668 Email: breaker@breakerresources.com.au www.breakerresources.com.au