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June 2025 Annual Report

Annual Report30 September 2025MKRMaterials

Annual Report
For the year ended 30 June 2025

Manuka Resources Ltd

ABN 80 611 963 225

Manuka Resources Ltd
For the year ended 30 June 2025



CORPORATE DIRECTORY

Directors

Dennis Karp – Executive Chairman

Alan J Eggers – Executive Director

John Seton – Non-Executive Director


Key Management

Haydn Lynch – Chief Operating Officer


Company Secretary

Eryn Kestel


Registered Office

Level 4, Grafton Bond Building

201 Kent Street

Sydney NSW 2000


www.manukaresources.com.au

Lawyers

K&L Gates

Level 31, 1 O’Connell Street

Sydney NSW 2000


Auditor

RSM Australia Partners

Level 7, 1 Martin Place

Sydney NSW 2000


Share Registry

Automic Group Pty Ltd

Level 5, 126 Phillip Street

Sydney NSW 2000


Stock Exchange Listing

Manuka Resources Limited shares

(Code: MKR) are listed on the

Australian Securities Exchange and

the New Zealand Stock Exchange.


Manuka Resources Ltd
For the year ended 30 June 2025



Contents

Page

Executive Chairman’s Report 1


Review of Operations 3

Mineral Resources and Ore Reserves Statement 17

Directors’ Report 22

Auditor’s Independence Declaration 36

Consolidated Statement of Profit or Loss and Other Comprehensive Income 37

Consolidated Statement of Financial Position 38

Consolidated Statement of Changes in Equity 40

Consolidated Statement of Cash Flows 41

Notes to the Financial Statements 42

Consolidated Entity Disclosure Statement 80

Directors’ Declaration 81

Independent Auditor’s Report 82

ASX Additional Information 86






Manuka Resources Ltd
For the year ended 30 June 2025

1 | Page



Executive Chairman’s Report

WAITING ON FAST-TRACK, WHILE WORKING TOWARDS THE RESTART OF SILVER PRODUCTION


Fellow Shareholders,


This Annual Report addresses the Company’s performance for the 2024-25 financial year and marks

our fifth year since listing on the ASX.


While on the one hand it has been the first year in the past five years, during which the Company did

not produce either gold or silver, it has also been a year of significant corporate progress in all three

of our key projects. Our three key projects are our two precious metals projects in the Cobar Basin,

Central West NSW, and the Taranaki VTM Project off the west coast of the North Island of New Zealand.


It is important to note that Manuka Resources is the 100% owner of all three.


The corporate progress I refer to, includes the significant reserve upgrades at the Wonawinta Silver

Project and at Mt Boppy Gold, as well as the commencement of our Fast-Track application process in

New Zealand, marked by the appointment of the relevant panel considering our matter, which at time

of writing has commenced hearings of our Taranaki VTM Project application.

We released a 10-year production plan based on our silver and gold assets located in the prolific Cobar

Basin

1

. The Wonawinta Production Target comprises the mining and processing of 10.7Mt containing

19.2Moz of silver plus gold credits.

The capital expenditure required to bring the Wonawinta processing plant back into production in Q1

2026 is estimated to be A$18.9M. At an assumed silver price of A$50/oz and average All-In Sustaining

Cost of A$35/oz, the project delivers an average EBITDA of A$22M per annum at an IRR of 109% and

NPV

8

of A$101M

2

.

Sensitivity analysis has shown that for every 10% increase in the silver price above the assumed

A$50/oz, Project NPV increases by A$43M

2

. Silver is currently trading at ~A$66/oz (32% above the

assumed price).

In addition to the Wonawinta Production Target, Manuka also released a Maiden Mt Boppy Open Pit

Probable Gold Reserve of 290kt at 4.2g/t Au containing approximately 39,000oz gold

2

. Upon execution,

the Open Pit cutback would add NPV

8

of A$43.2M to the Wonawinta Production Target at an assumed

gold price of A$5,000/oz. Gold is currently priced at A$5,700/oz.

Both these projects are targeting production restarts during the 2025-26 financial year.


Our New Zealand subsidiary, Trans-Tasman Resources Limited (TTR), has made exceptional progress

with its 100% owned Taranaki VTM Project, a world-class vanadium-rich titanomagnetite iron sands

resource located offshore in the South Taranaki Bight (south-west coast of the North Island, New

Zealand). The project has cleared key regulatory hurdles under New Zealand’s Fast-Track Approvals

Act 2024 and is now under expert panel review. The panel guidance noted approximately 100

workdays were required for panel hearings, and a decision is anticipated by late Q1 2026.


1

ASX Release 30 May 2025

2

ASX Release 5 August 2025

Manuka Resources Ltd
For the year ended 30 June 2025


Executive Chairman’s Report (cont’d)


2 | Page


We released an updated Pre-Feasibility Study and Economic Impact Assessment earlier this financial

year

3

, which once again highlighted the project's robust economics: a post-tax NPV

10

of US$1.26 billion,

IRR of 39%, and average annual EBITDA of US$312 million.


The project is forecast to generate NZ$854 million in annual export revenue, positioning it among

New Zealand’s top 12 exporters and contributing significantly to the Government’s goal of doubling

mineral export earnings by 2035.


Moving into FY2026, Manuka Resources is well-positioned to capitalise on the growing demand for

its precious and critical minerals. Our three-project asset base and emerging production pipeline in

both gold and silver, provides a solid foundation for cashflow generation for the next ten years.


On behalf of the Board, I thank our shareholders for their continued support during what was a

difficult year, financially. We remain committed to our portfolio of assets and remain convinced that

the commodities within will deliver substantial market returns in the years that follow.


Thank you for your continued support.



Dennis Karp

Executive Chair



3

ASX Release 26 March 2025

Manuka Resources Ltd
For the year ended 30 June 2025



3 | Page


Review of Operations

COMPANY PROFILE AND OPERATIONAL OVERVIEW

Manuka Resources Ltd (“Manuka” or “the Company”) owns the Mt Boppy Gold and Wonawinta Silver

Mines within 2 separate tenement packages in the Cobar basin, western NSW. The Company has

continued to optimise strategic growth and production opportunities. The Wonawinta Metallurgical

Plant is a valuable asset, and to date has been used for a combination of gold production (Mt Boppy

open pit April 2020-Nov 2021; Mt Boppy stockpile and dump retreatment May – Dec 2023) as well as

silver production from metallurgical test work trials on Wonawinta stockpiles between May and

October 2022. The purpose of the silver trial project was to optimise the metallurgical process to be

used for the recovery of Wonawinta silver from the ore sources comprising the mining licence, as well

as increasing the plant capacity. Both objectives were realised, and the project was brought to an

earlier close than originally planned due to factors beyond our control.


During the financial period, on the back of improved gold and silver metal prices, the Company has

reassessed reopening both the Wonawinta silver and the Mt Boppy gold mines, with a view to

centralising ore processing at the Wonawinta metallurgical plant. To this end, Ore reserve estimations,

inclusive of open pit optimisation and updated Capital and Operating estimates, have been completed

and have provided assurance to the viability of recapitalising and turning these assets to account.


Due to the care and maintenance status of the Wonawinta and Mt Boppy mining projects, exploration

activities have been significantly scaled back. Operational focus has shifted toward maintaining site

integrity, ensuring regulatory compliance, and preserving assets for future recommencement.

Metallurgical sampling and test-work was undertaken on Mt Boppy surface dump material and tailings

to advance retreatment options. The work at Mt Boppy is incomplete, with further grind and flotation

studies outstanding on the circa 800kt tailings. At Wonawinta metallurgical tests were undertaken on

available drilling intersections as part of the reassessment of modifying the front-end flow process of

the Wonawinta metallurgical plant to deal with high clay content silver.


Exploration and open pit evaluation drill programmes were completed for the Mt Boppy open pit,

Pipeline Ridge gold (+/- base metals). Mineral resource conversion drilling on the strike extensions of

Wonawinta silver mineralisation has been planned.


The Company’s wholly owned subsidiary TTR, advanced permitting and regulatory permissions during

the year. TTR hosts a significant shallow offshore iron sands and vanadium project offshore in the

South Taranaki Bight (STB) of New Zealand. The Project is at the Bankable Feasibility Study (BFS) stage,

has a granted Mining Permit and has been accepted as a priority development project under NZ’s ‘Fast

Track’ consenting legislation for its final approvals to operate. Final government approvals for the

project will trigger commencement of final detailed engineering and capital costings. Once developed

the TTR project would be a major export earner for New Zealand and a significant employer in the local

community producing an iron ore concentrate with significant vanadium co-product required for high

grade steel alloys and with increasing application in large-scale battery storage technologies.


BACKGROUND

Manuka is an Australian mining and exploration company located in the Cobar Basin, central west New

South Wales. It is the 100% owner of two fully permitted mining projects, one gold and one silver, both

within the Cobar Basin as well as a world class pre-development vanadium rich iron sands project

situated in the South Taranaki Bight of New Zealand. Included in the asset portfolio is the following:

Manuka Resources Ltd
For the year ended 30 June 2025


Review of Operations (cont’d)


4 | Page


The Mt Boppy Gold mine and neighbouring tenements

Operations at the Mt Boppy project were halted in Q1 2024, as the Company determined that

either locating a plant on-site at Mt Boppy or assessing blending ore with silver production at

Wonawinta was a precursor to continuing the future mining operations. The plan has been advanced

in during the financial period, and operations are expected to commence during 2026. Ore reserve

estimations have been completed during the year on the Mt Boppy open pit and the surface stockpile

and screened dump material.

The Wonawinta silver project, with mine, processing plant and neighbouring tenements

The Wonawinta processing plant recommenced silver production in March 2022 in the form of a trial

operation on existing silver oxide stockpiles. This trial ceased around eight months later with the

results feeding into the ongoing mine planning for the opening up of new pits on the mining lease and

potential re-entry into existing pits. The significant gains in the silver price over the last 18 months

prompted an updated estimation of the Ore reserves at Wonawinta. This work significantly detailed

front end metallurgical plant modifications (deslime circuit) that have underpinned the viability of

reopening the mine.

Highly prospective Au and Ag-Cu-Pb-Zn exploration targets on its ~1150km

2

tenement portfolio in the

Cobar Basin

The Taranaki VTM Project, South Taranaki Bight, New Zealand

Completion of the BFS on the Taranaki VTM (vanadiferous titanomagnetite) Project once our

application for final marine consents to operate under the New Zealand government’s Fast-Track

Approvals Act 2024 have been decided. The expert panel assessment is now underway with the final

decision set for mid-March 2026.


THE MT BOPPY GOLD PROJECT

Operations

Manuka’s first phase of open pit production at Mt Boppy finished in early 2022

4

. No mining or material

movement operations were conducted after that date until Q2 of CY2023 when bulk sampling of

previously classified barren overburden material was conducted. The screened product was processed

at Wonawinta from May – Dec 2023. The operation was placed on Care and Maintenance at this

juncture till more Sonic evaluation and metallurgical test work was undertaken to assess the viability

of capitalising a metallurgical facility at Mt Boppy.

During 2024-2025 the Company undertook Ore reserve studies on:

- the Mt Boppy surface stockpiles;

- selected areas of the Main waste dump; and

- re-opening the Mt Boppy open pit, including a detailed re-optimisation and mine plan designed

for that operation.

The company is forecasting around four – five years of project life based on the treatment of circa

13kt/mth of Mt Boppy gold ore through the Wonawinta processing facility and incremental to the

ongoing Wonawinta silver production.



4

ASX release 8 March 2022

Manuka Resources Ltd
For the year ended 30 June 2025


Review of Operations (cont’d)


5 | Page


Regional Geology

Mount Boppy is hosted within Devonian-age (circa 420-390Myr) sedimentary and volcanic rocks of the

Canbelego-Mineral Hill Rift Zone. Mineralisation occurs largely in brecciated and silicified fine-grained

sediments of the Baledmund Formation, within and adjacent to a faulted contact with older

Girilambone Group sedimentary rocks. Lodes strike approximately north-south and dip steeply west,

although the widest zone of mineralisation is related to slightly shallower dips. Gold mineralisation is

fine-grained and commonly associated with coarse grained iron rich sphalerite. Section 7.2 of the

Independent Technical Report discusses the local geology of the project area

5

.

Tenements

The Mt Boppy Gold Project (which comprises three granted mining leases, four gold leases, and one

exploration licence (which together cover an area in excess of approximately 210 km2)) is located

approximately 46 km east of Cobar, on the eastern side of the highly prospective and metalliferous

Cobar Basin. The Company owns (via its wholly owned subsidiary, Mt Boppy Resources P/L) 100% of

the below exploration, gold and mining leases.


(Table 1 – Tenements Mt Boppy)



(Figure 1 - Tenements - Mt Boppy Gold Project)


5

See Prospectus dated 22 May 2020, ASX release 10 July 2020

Manuka Resources Ltd
For the year ended 30 June 2025


Review of Operations (cont’d)


6 | Page


THE WONAWINTA SILVER PROJECT

The Company has title to the pastoral lease for “Manuka”, which holds the Wonawinta Silver Project.

The Manuka pastoral lease is connected to the low voltage rural power network and contains useful

infrastructure namely a homestead, internet satellite connection and an airstrip.

Operations

The Company completed the trial phase of silver oxide stockpile processing in February 2023

6

. The

results from this trial have been used to better inform


the modifications to the Wonawinta

Metallurgical plant necessary for opening up new clay-rich pits on the Wonawinta silver project. During

this phase of operations, it was found that silver species in the oxide material was present in two broad

size fractions. Modifications were made to the front-end material handling circuit to introduce the

smaller ball mill and incorporate a trommel in the flowsheet (deslime circuit) to process the finer

fractions which held a significant proportion of silver.

This trial phase was designed to highlight to the operational team any potential issues that may be

encountered in a full mining operation and has provided the company with valuable data in relation to

risks and potential mitigants. Ongoing analysis of the various test work campaigns has vindicated

modifying the front end of the Wonawinta metallurgical plant with a desliming section prior to milling.

The plant capacity for the processing of silver grading ores and materials was increased to ~1Mt/yr

(previously 850,000t/yr).

Another outcome from the trial processing was the presence of small amounts of gold detected in the

silver concentrates on smelting, yielding an average of 15% of the total payables received from the

refinery from silver shipments.

Regional Geology

The Cobar Basin is located in central-west New South Wales, approximately 700 km north-west of

Sydney. It is a complex metallogenic system containing numerous mineral deposits. “Cobar-style”

mineral deposits comprise a unique class of large and commonly high-grade base and precious metal

deposits hosted by marine sediments. They typically have great vertical extent but only a small surface

footprint.


Tenements

The Company directly owns 100% of the interests in the Tenements detailed in the following table:





6

ASX release 28 April 2023 – March Quarterly

Manuka Resources Ltd
For the year ended 30 June 2025


Review of Operations (cont’d)


7 | Page


(Table 2 – Tenements Wonawinta)

Manuka Resources Ltd
For the year ended 30 June 2025


Review of Operations (cont’d)


8 | Page


(Figure 2 - Tenements of Wonawinta Silver Project)


(Figure 3 – Existing mine infrastructure with mineral resource outline in ML 1659)


STRATEGY AND DEVELOPMENT PLANS

During the 2022-2023 financial year, as the trial silver phase wound down, a program of bulk sampling

on previously classified barren overburden at Mt Boppy from both the ROM area and the western

waste dump was initiated. This bulk sampling program was able to produce a gold bearing product of

approximately 1.8 g/t from a sub 12mm fraction derived from a simple rotating screen. These positive

sampling results gave the company confidence to begin larger scale production utilising a McCloskey

R155 triple deck screen to produce a sub 12mm and plus 12 sub 22mm product fractions.

Approximately 80% of the gold is contained in the sub 22mm fraction, and this size fraction was used

as the ore feed to the Wonawinta plant from June 2023 to December 2023. The Wonawinta plant was

recommissioned for this phase of gold processing in June 2023 and required only minor modifications

Manuka Resources Ltd
For the year ended 30 June 2025


Review of Operations (cont’d)


9 | Page


from its previous phase of leaching silver from the oxide stockpiles. Operations were stopped during

December 2023 to enable the sonic drill evaluation of the main rock dump to provide grade and ROM

feed evaluation data.

As mentioned above, the Company produced gold from screening rock dump and tailings material at

the Mt Boppy ROM from June to December 2023. Bulk sample and sonic drilling evaluation has

continued and has significantly progressed evaluation of the Mt Boppy main waste rock dump, and the

low-grade rock dump and tailings at the TSF3 impoundment

7

. As at the end of June 2024, a total of

263,667t of waste and ROM material has been screened. This has generated a total of 175,196t

screened material which is <22mm (68.3% of total material). The grade of the -22mm screened

material produced to date is consistent with initial expectations (1.7 - 1.8g/t Au). Current evaluation

shows the processing of these areas together with processing of the existing open pit to be a viable

operational option, subject to capitalising a stand-alone modular gold recovery plant at Mt. Boppy and

sustaining a 4+ year LOM. The Company has released an updated Mineral Resources Estimate (MRE)

over the rock dump, the tailings, the Mt Boppy ROM and the Mt Boppy Main waste dump (previously

classified barren overburden areas

8

).

The company also continues to evaluate proximal and near-term silver and base metals processing

opportunities which take advantage of the strategic location of the Wonawinta processing plant. This

includes the potential reconfiguration of the existing flowsheet to process sulphide ore through a

flotation circuit.

The Mt Boppy gold mine (existing open pit) is also undergoing evaluation for a second phase of open

cut mining to extract the current in pit gold resource. This would involve a phased cut back on the

western wall of the current pit (Figure 4). Deeper extensions are to be tested by RC and diamond

drilling proximal to the pit and along strike to the south.


7

ASX release dated 25 August 2023

8

ASX release dated 25 August 2023

Manuka Resources Ltd
For the year ended 30 June 2025


Review of Operations (cont’d)


10 | Page



Figure 4: Mt Boppy current infrastructure and planned mine development

Exploration Strategy and Overview

The Company’s exploration strategy to date has focussed on near mine targets at both Mt Boppy and

Wonawinta to develop resources close to existing operations. The Strategic Review completed during

January 2023 continued to be advanced during 2024-2025 enables ranking of gold and base metal

targets with the emphasis on turning to account (Figure 5). Specifically, the Company now understands

the benefits of fully utilising the Wonawinta CIL metallurgical facility. To this end the higher gold price

(~$A4,500-5,000/Au oz) provides the opportunity to profitably augment Wonawinta silver production

with incremental gold ore from Mt Boppy and potentially Pipeline Ridge (under evaluation).

Manuka Resources Ltd
For the year ended 30 June 2025


Review of Operations (cont’d)


11 | Page



(Figure 5: MKR Resource Triangle, 30 June 2025)

The Company has continued reviewing and integrating previous exploration and public domain

geoscience datasets. Detailed geophysical reviews completed during 2023 on the Canbelego and

Wonawinta tenements have been integrated into ongoing prospectivity analyses of both tenement

packages. Studies on the structural and lithological controls of mineralisation at both mine sites is in

progress.

On the Canbelego tenements (EL5842 and Mt Boppy ML’s, Figure 6) the priority exploration and

development targets remain unchanged, including the Mt Boppy selective dump material evaluation,

the Pipeline Ridge (Au-Cu-Pb-Zn) opencast drill evaluation, the Mt Boppy Mine deep drilling and

extensions to the south for gold and base metal mineralised zones.

Manuka Resources Ltd
For the year ended 30 June 2025


Review of Operations (cont’d)


12 | Page




(Figure 6: Prospectivity analysis areas for Canbelego EL5482 and Mt Boppy ML’s showing existing

targets.

Wonawinta Project targets (Figure 7) include the Wonawinta ML1659 (Ag-Pb-Zn) and extensions on

EL7345, gold and base metal mineralisation on EL6302 (site of the historic 2g/t McKinnon’s gold mine)

and EL8498 (Guzzi Prospect), and EL6482 (De Nardi, Gundaroo Cu-Pb-Zn; Figure 8).

Manuka Resources Ltd
For the year ended 30 June 2025


Review of Operations (cont’d)


13 | Page



(Figure 7: Wonawinta and northern exploration targets)

Manuka Resources Ltd
For the year ended 30 June 2025


Review of Operations (cont’d)


14 | Page



(Figure 8 – Gold exploration targets in the McKinnons mine area, north of Wonawinta)


TARANAKI VTM PROJECT

Manuka holds a 100% interest in the Taranaki VTM Iron Sands Project via its wholly owned subsidiary

TTR. Located offshore in the South Taranaki Bight (STB), within New Zealand’s Exclusive Economic Zone

(EEZ), the project comprises a 3.2Bt vanadiferous titanomagnetite (VTM) iron ore resource


at 10.17%

Fe

2

O

3

, 0.05% V

2

O

5

(containing 1.6Mt V

2

O

5

) and 1.03% TiO

2

(Table 2)

9

, ranking it as one of the largest

drilled vanadium projects globally. Indicated Resources comprise 65.7% of the total Resources with the

balance being Inferred.


Table 2: Taranaki VTM Iron Sands Project Mineral Resource

Resource Bt Fe

2

O

3

(%) TiO

2

(%) V

2

O

5

(%)

Indicated 2.1 10.45 1.06 0.05

Inferred 1.1 9.64 0.99 0.04

Total 3.2 10.17 1.03 0.05


TTR has granted mineral mining permit MMP55581 within the EEZ containing 1.88Bt VTM resource

where the current PFS mine plan can deliver production of 5Mt export concentrates a year grading 56-

57%Fe, 0.5%V

2

O

5

and 8.5%TiO

2

. TTR’s adjoining mineral exploration permit, MEP54068 inside the

12Nm limit within the Coastal Management Area (CMA), contains a reported additional 1.29Bt VTM

iron sands resource.


9

ASX Announcement 1 March 2023

Manuka Resources Ltd
For the year ended 30 June 2025


Review of Operations (cont’d)


15 | Page



On 26 March 2025 Manuka release the 2025 Pre-feasibility Study (PFS)

10

and the NZIER Economic

Impact Assessment (EIA)

11

on 2 April 2025 for the Project.

The PFS and EIA outlined a robust economic business case underpinned by a 3.2Bt Resource (Table 2)

highlighted by operating costs of US$27.20/tonne concentrate, average annual EBITDA of US$312M

over a 20-year initial mine life and a post-tax NPV

10

of US$1.26B with an IRR of 39% based on an initial

capital investment of US$602M (NZ$1B) including US$84.4M contingency.

Based on these figures, the Project is forecast to:

 Increase New Zealand’s annual GDP by NZ$265 million, create an estimated 1,635 new high value

jobs across the economy with 1,123 being in the Taranaki Whanganui region;

 Generate total export earnings of NZ$854 million per annum (NZ$658 million Iron Ore and NZ$196

million vanadium pentoxide (V

2

O

5

)) and be one of New Zealand’s top 12 principal export earners;

and

 Pay royalties of between NZ$36 million and NZ$54 million and contribute NZ$91 million and

NZ$136 million corporate tax per annum to the New Zealand Government.

Importantly, the Project will deliver substantial benefits to the Taranaki and Whanganui regions with

over 300 new full-time local jobs and NZ$238M per annum expenditure injected into the local economy

boosting Taranaki’s GDP by NZ$222 million.

The Project is one of national significance for New Zealand whose stated objective is to double mineral

export earnings from NZ$1.5B to NZ$3B per annum over the next decade. The Taranaki VTM Project is

forecast to generate NZ$854M revenue per annum representing over 50% of the targeted increase.

TTR’s Taranaki VTM Project is listed in Schedule 2 of the New Zealand Fast-track Approvals Act 2024

(Fast-track Act) to be considered by an expert panel for final approvals to develop. Schedule 2 projects,

including TTR’s, are considered to meet the Fast-track Act’s purpose including being projects of

regional or national significance.

TTR submitted its Fast-track Approvals (FTA) application on 15 April 2025

12

for consideration by an

expert panel whose members have relevant knowledge and expertise in mining projects, to consider

the approval of the Marine and Discharge Consents and apply any relevant operating conditions. The

FTA application has been accepted as complete on 15 May 2025 and handed to the Fast-track panel

conveners to appoint the expert panel to assess the application and set the timeframe for the final

decision.

The application number FTAA-2504-1048 includes the new pre-feasibility study (PFS), new JORC

mineral resource statement, metallurgical work on the recovery of critical minerals vanadium and

titanium, an economic impact assessment by NZIER, updated information assessing the project’s

effects on marine mammals, sea birds and the sediment plume created from returning de-ored iron

sands to the seafloor.

Fast track approval is subject to compliance with the EEZ Act that includes comprehensive

environmental safeguards to protect the STB environment and is not a shortcut to avoid environmental

best practice and compliance. TTR’s application includes 109 operating conditions and a set of

comprehensive management plans to ensure there are no adverse effects on the marine environment.



10

ASX Announcement 26 March 2025: Taranaki VTM Project Delivers Extremely Robust Pre-Feasibility Economics.

11

ASX Announcement 2 April 2025: Economic Impact Assessment Confirms the National Significance of the Taranaki VTM Project.

12

ASX Announcement 16 April 2025: Manuka subsidiary Trans-Tasman Resources Limited Lodges Fast Track Application for its Taranaki VTM Project.

Manuka Resources Ltd
For the year ended 30 June 2025


Review of Operations (cont’d)


16 | Page


New Zealand’s Critical Minerals List, the Minerals Strategy for New Zealand 2040 (released on 31

January 2025) and the GNS Report on the country’s potential economic mineral deposits (released in

August 2024) include vanadium and titanium and the offshore Taranaki VTM iron sand deposits in the

STB controlled 100% by TTR. The MBIE reports provide the government with insight and facts as to the

potential for the development of these mineral resources in New Zealand.

TTR’s Fast-track panel of five members has now been appointed to commence on 25 August 2025 and

given around 100 work-days to decide if the company should be granted the consents it seeks under

Fast-track Act with the panel decision due by 18 March 2025.

The Taranaki VTM Project will provide a huge economic boost in the Taranaki and Whanganui regions

specifically, as well as flow-on benefits for all of New Zealand.

This project has the potential to be a game changer for the region, providing local jobs and helping

turbo charge the regional economy whilst making a significant contribution to the government’s aim

to double minerals exports to $3 billion by 2035.

Manuka Resources Ltd
For the year ended 30 June 2025



17 | Page


Mineral Resources and Ore Reserves Statement

Total Measured, Indicated, and Inferred Resources as at 30 June 2025 were 2.6M tonnes @ 1.3g/t

Au containing 110Koz Au, and 49.6 M tonnes @ 39.5 g/t Ag containing 63Moz Ag (Table

1).Resources have remained static over the year, with the focus on restarting the Wonawinta Silver

and Mt Boppy Gold mines over exploration and Resource growth.


Table: Summary Mineral Resources as of 30 June 2024 and 30 June 2025


Key changes announced to Mineral Resources during the year were:

 Re-evaluation of the Wonawinta Stockpiles for amenability to a modified de-sliming

metallurgical flow process;

 Resource estimation of the Mt Boppy Stockpiles and surface dumps;

 A restatement of the Mt Boppy Open pit 2022 MRE at a 1 g/t Au cut-off, which was basis for

the Ore Reserve estimation.

Details of the various gold ore sources supporting the Mineral Resource estimations are shown below.

Manuka Resources Ltd
For the year ended 30 June 2025


Mineral Resources and Ore Reserves Statements (cont’d)

18 | Page


Table: Mt Boppy Mineral Resource estimation by ore source and type 30 June 2025



Wonawinta Mineral Resource details are shown below.

Table: Wonawinta Mineral Resource estimation by ore source and type 30 June 2025

Manuka Resources Ltd
For the year ended 30 June 2025


Mineral Resources and Ore Reserves Statements (cont’d)


19 | Page


Total Gold Probable Ore Reserves as of 30 June 2025 were 0.55M tonnes @ 2.56g/t Au containing

46Koz Au. These are new Reserves that have been delineated and estimated during the year. Total

Silver Probable Ore Reserves derived from M & I resources were 6.2M tonnes @ 56/4 g/t Ag

containing 11.24M oz Ag.

Table : Summary Ore Reserves as of 30 June 2024 and 30 June 2025


Key changes announced to Ore Reserves during the year include:

 Update of study parameters and revised open pit optimisation for the Wonawinta Silver Mine to

reflect current market conditions

 Update of study parameters and open pit optimisation for the Mt Boppy Gold Mine to reflect

current market conditions

 Release of updated Ore Reserves for Wonawinta Silver Mine and the Mt Boppy Gold Mine as

part of a consolidated Cobar Basin mine development programme.

Details of the Ore Reserves are shown below:


Manuka Resources Ltd
For the year ended 30 June 2025


Mineral Resources and Ore Reserves Statements (cont’d)


20 | Page


Notes on Resources:

Competent Person

The Mineral Resource Statement for Mt Boppy (Hard Rock) and Wonawinta Silver was estimated by the

Competent Person, Mr I. Taylor of Mining Associates Pty Ltd. The MRE for Mt Boppy (hard rock) was updated

by Manuka on 15

th

April 2024. The Mineral Resource was updated in July 2025 with a revised cut-off grade of

1.0 g/t Au for the Ore Reserve estimation. The MRE for Wonawinta has remained unchanged since 2021.

The Mineral Resource Statements for Mt Boppy Rock Dumps, Stockpiles, Tailings and Mt Boppy South were

estimated by the Competent Person, Mr P. Bentley of Manuka Resources Pty Ltd.


1. The preceding statements of Mineral Resources conforms to the ‘Australasian Code for

Reporting of Exploration Results Mineral Resources and Ore Reserves (JORC Code) 2012

Edition’.

2. All tonnages reported are dry metric tonnes.

3. Data is rounded to thousands of tonnes and thousands of ounces gold. Discrepancies in totals

may occur due to rounding.

4. Resources have been reported as open pit with varying cut-offs based off several factors

discussed in the corresponding Table 1 which can be found with the original ASX

announcements for each Resource.

5. Resources are reported inclusive of any Reserves.

The announcements containing the Table 1 Checklists of Assessment and Reporting Criteria relating for the

2012 JORC compliant Resources are:

 21 May 2025: Updated Cobar Basin Production Plan to Deliver Silver and Gold from

Wonawinta

 30 September 2024: Manuka Near-Term Gold at Mt Boppy Update


Notes on Ore Reserves:

Competent Persons

Anthony Stepcich and Phil Bentley (a Manuka employee) were the Competent Person for the

declaration of the Wonawinta Silver and Mt Boppy Ore Reserve estimates, reported in accordance

with the JORC Code (2012). In estimating these Ore Reserves Mr Stepcich has relied on the

metallurgical processing, infrastructure and tailings work undertaken by Mr Dieter Engelhardt. Mr

Engelhardt has signed of as Competent Person on the metallurgical processing, infrastructure and

tailings inputs to the JORC (2012) Ore Reserve Reports.

Mr Anthony Stepcich was the Competent Person responsible for Mt Boppy mining study and Ore

Reserve of 290Kt at 4.2 g/t Au for 39Koz Au, and the Wonawinta mining study and Ore Reserve of

6.15Mt at 56.4g/t Ag for 11Moz Ag.

Mr Phil Bentley was the Competent Person responsible for all other Ore Reserve estimates

including pits, stockpiles, waste dumps and tailings.

1 The preceding statements of Ore Reserves conforms to the ‘Australasian Code for Reporting

of Exploration Results Mineral Resources and Ore Reserves (JORC Code) 2012 Edition’.

2 All tonnages reported are dry metric tonnes.

3 Data is rounded to thousands of tonnes and thousands of ounces gold. Discrepancies in totals

may occur due to rounding.

4 Cut-off Grade:

Manuka Resources Ltd
For the year ended 30 June 2025


Mineral Resources and Ore Reserves Statements (cont’d)


21 | Page


Open Pit - The Ore Reserves are based upon an internal cut-off grade greater than or equal to the

break-even cut-off grade.

The commodity price used for the Revenue calculations for Wonawinta was AUD $50 per ounce Ag.

The commodity price used for the Revenue calculations for Mt Boppy was AUD $4,000 per ounce

Au.

The Ore Reserves are based upon a State Royalty of 2.5% and a refining charge of AUD $0.25/Oz Ag

and AUD $7.69/Oz Au.

The announcements containing the Table 1 Checklists of Assessment and Reporting Criteria relating

for the 2012 JORC compliant Reserves are:

 29 July 2025: Maiden Mt Boppy Open Pit Ore Reserve

 30 May 2025: Cobar Basin Production Plan - Manuka to produce 13.2 million ounces of

Silver plus Gold from existing Wonawinta Processing Plant

Manuka Resources Ltd
For the year ended 30 June 2025



22 | Page


Directors’ Report

The Directors of Manuka Resources Ltd (‘Manuka Resources’) present their report together with the financial

statements of the Group, being Manuka Resources (‘the Company’) and its subsidiaries Mt Boppy Resources

Pty Ltd (‘Mt Boppy’) and Trans-Tasman Resources Ltd (‘TTR’) for the year ended 30 June 2025.

Manuka Resources Limited is a company limited by shares and incorporated in Australia on the 20

th

of April

2016.

Director details

The following persons were Directors of Manuka Resources during or since the end of the financial period and

up to the date of this report:

 Mr Dennis Karp

 Mr Alan J Eggers

 Mr John Seton

 Mr Anthony McPaul (resigned 3

rd

December 2024)


The Directors’ qualifications, experience and directorships held in listed companies at any time during the last

three years, are set out in the Remuneration Report on pages 27 to 34.

Interests in the shares and options of the Company and related bodies corporate

As at the date of this report, the interests of the directors in the shares and options of Manuka Resources

Limited were:

Ordinary

Shares

Options over

Ordinary

Shares

Mr Dennis Karp 60,212,789 -

Mr Alan J Eggers 61,375,887 -

Mr John Seton 50,975,544 541,667

Mr Anthony McPaul (resigned 3

rd

December 2024) 1,620,944 620,944


Company Secretary details

Ms Eryn Kestel

Company Secretary since 31

st

May 2024.

Ms Eryn Kestel holds a Bachelor of Business (Accounting) from Curtin University, Western Australia and is a

Certified Practicing Accountant.


Ms Kestel has 30 years professional experience as the company secretary of several ASX listed companies in a

variety of industries together with working with several unlisted entities providing company secretarial and

book-keeping services.


Principal activities

During the period, the principal activities undertaken by the Group were:

 Development and Implementation of a program to process mineralised gold material from Mt Boppy (Mt

Boppy Stockpile Reprocessing and Open pit mining) including:

Manuka Resources Ltd
For the year ended 30 June 2025


Directors’ Report (cont’d)


23 | Page



o Completion of the evaluation of circa 500m sonic drilling programme on the Mt Boppy rock

dump, and evaluation of the viability of retreating this and other tailings dumps at Mt Boppy;

o Completion of pre-feasibility standard standalone project economic viability, including

assessment of metallurgical plant capital and operating costs and updating mining and related

costs;


o Commissioning of the Wonawinta Plant to commence production of screened Mt Boppy

material;

 Completion of Ore Reserve estimates on the Wonawinta (Ag) and Mt Boppy (Au) ore bodies, inclusive of

continuing detailed metallurgical test work supporting the introduction of a desliming circuit on the front

end of the Wonawinta metallurgical plant;

 Continued evaluation and prospectivity analysis of all the Company’s exploration prospects in the Cobar

Basin; and

 Participation in the NZ government’s Fast-Track Legislation for Trans-Tasman Resources Limited.


Review of operations

Information on the operations and financial position of the group and its business strategies and prospects is

set out in the Review of Operations on pages 3 to 16 of this annual report.

Significant changes in state of affairs

During the year there have been no significant changes in the state of affairs of the Group other than:

Wonawinta Ore reserves declaration

13


On 3 June 2025 the Company announced updated Ore Reserves for the Wonawinta Silver Mine. This

declaration underpins a positive evaluation of turning the operation to account, inclusive of modifying

the metallurgical facility to handle high slime content ore, established a far clearer ROM pad geo-met

management plan, and enabling assessment of also processing incremental Mt Boppy gold ore.


Mt Boppy Ore reserves declaration

14


During the financial period the Company has been reviewing the Ore Reserve estimate at Mt Boppy. On

29 July 2025 the Company announced an updated Ore Reserve estimate for the Mt Boppy open pit. This

work has further advanced the opportunity with increased metal prices to augment Wonawinta Ag

production with Mt Boppy gold ore sourced from a combination of processing surface stockpiles,

economic rock dump material, and open pit ore.

TTR submitted application for marine consents being considered under the Fast-Track Approvals Act

2024

Manuka’s 100% owned New Zealand subsidiary Trans-Tasman Resources Limited’s (TTR) Taranaki VTM

Project hosts a significant shallow offshore iron sands and vanadium project in the South Taranaki Bight

(STB) of New Zealand. The Project is at the Bankable Feasibility Study (BFS) stage, has a granted Mining

Permit and now being considered under NZ’s Fast-track Approvals Act 2024 consenting legislation for its

final approvals to operate. Final government approvals for the project will trigger commencement of

final detailed operating, engineering and capital costings. Once developed the TTR project would be a

major export earner for New Zealand and a significant employer in the local community producing an

iron ore concentrate with significant critical minerals vanadium and titanium metal credits. The

vanadium co-product is required for high grade steel alloys and with increasing application in large-scale

renewable energy battery storage technologies.


13

Refer ASX announcement dated 3 June 2025

14

Refer ASX announcement dated 29 July 2025

Manuka Resources Ltd
For the year ended 30 June 2025


Directors’ Report (cont’d)


24 | Page


Dividends

No dividends were paid or declared during the financial year ended 30 June 2025 (2024: Nil) and no

recommendation is made as to dividends.

Events arising since the end of the reporting period

Secured Debt Facility Repayment

Since the end of the reporting period, the Company has been informed that the existing senior debt facility of

US$12.4 million has been assigned to existing (non-related) shareholders utilising a trust structure (Trust

Debt). In addition, the repayment date has been extended to 31 March 2026. The Company will reimburse the

Trust Debt for market related fees & expenses in consideration for the extension.

Conversion of Convertible Note

On 5th August 2025, a Convertible Note holder converted a convertible note with a face value of $2,400,000

plus interest to 65,652,501 fully paid ordinary shares in the Company.

Apart from the matters noted above, there are no other matters or circumstances that have arisen since the

end of the period that has significantly affected or may significantly affect either

the Group’s operations in

future financial years, the results of those operations in future financial years or the Group’s state of

affairs in future financial years.

Likely developments

Processing of the screened gold material through the Mt Boppy plant is forecast to commence in April 2026

and is forecast to continue for four to five years. This project will make a material difference to the finances

of the Company. Manuka has commenced discussions with a number of parties with the intention of acquiring

new debt facilities and expects completion before 31 December 2025.


Directors’ meetings

The number of meetings of the Company’s Board of Directors (“The Board”) (including meetings of

Committees of Directors where appointed) held during the period and the number of meetings attended by

each Director is as follows:

Board Meetings

Board Member Entitled

to Attend

Attended

Dennis Karp 15 15

Alan J Eggers 15 15

John Seton 15 15

Anthony McPaul

(1)

11 10

(1)

Resigned 3

rd

December 2024


During the period and having regard to the size of the Company and the nature of its activities and the

composition and structure of the Board, the full Board has the responsibility for and performs the functions

of the Nomination and Audit Committees.

The Remuneration Committee consists of two Non-Executive Directors – Mr Eggers and Mr Seton. Mr Seton

is the independent Chairman; two meetings were held during the period with Messrs Seton and Eggers in

attendance at both meetings.

Manuka Resources Ltd
For the year ended 30 June 2025


Directors’ Report (cont’d)


25 | Page


Corporate Governance Statement

For the financial year ended 30 June 2025 (Reporting Period) the Company has adopted the fourth edition of

the Corporate Governance Principles and Recommendations released by the ASX Corporate Governance

Council. The Company’s 2025 Annual Corporate Governance Statement has been approved by the Board and

is publicly available on the Company’s website at www.manukaresources.com.au/site/about/corporate-

governance. It will also be released to the ASX at the same time as this 2025 Annual Report.


Unissued shares under option

Unissued ordinary shares of Manuka Resources under option at the date of this report are:


No shares were issued during or since the end of the year as a result of exercise of the options.

Material business risks

Operational risks

The operations of the Company may be affected by various factors many of which are beyond the control of

the Company, including failure to locate or identify additional mineral deposits, failure to achieve predicted

grades in exploration or mining, operational and technical difficulties encountered in mining, difficulties in

commissioning and/or operating plant and equipment, mechanical failure or plant breakdown, unanticipated

metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and

environmental accidents, industrial disputes and unexpected shortages or increases in the costs of labour,

consumables, spare parts, plant and equipment, fire, explosions, cost of logistics and other incidents beyond

the control of the Company.


Dec-22

16

th

Dec 2025

$0.1719,571,419

Nov-23

17

th

Nov 2025

$0.0510,000,000

Nov-23

31

st

Dec 2025

$0.1025,757,575

Jan-24

24

th

Jan 2026

$0.085,000,000

Apr-24

31

st

Mar 2026

$0.085,000,000

Jun-24

30

th

Jun 2026

$0.061,162,611

Jun-24

3

rd

April 2027

$0.115,000,000

Jun-24

26

th

June 2026

$0.045,000,000

Jul-24

15

th

May 2026

$0.0617,488,481

Jul-24

15

th

May 2026

$0.0687,789,962

Dec-24

31

st

May 2026

$0.0622,000,000

May-25

31

st

May 2026

$0.063,000,000

Jun-25

29

th

Jun 2026

$0.061,000,000

Aug-25

7

th

Aug 2028

$0.1040,000,000

Date

Options

Granted

Expiry Date

Number

under option

Exercise

Price of

Shares

Manuka Resources Ltd
For the year ended 30 June 2025


Directors’ Report (cont’d)


26 | Page


Nature of mineral exploration and mining

The business of mineral exploration, development and production is subject to a number of material risks. The

success of the Company’s business depends, amongst other things, on successful exploration and/or

acquisition of reserves, securing and maintaining title to tenements and consents, successful design,

construction, commissioning and operation of mining and processing facilities, successful development and

production in accordance with expectation and successful management of the operations. Exploration and

mining are speculative undertakings which may be hampered by force majeure events, land claims and

unforeseen mining and/or mechanical problems. Increased costs, lower output or high operating costs may

all contribute to make a project less profitable than expected at the time of the development decision. There

is no assurance that the Company’s current or planned processing activities will continue or commence, as

applicable, as expected.

Commodity price volatility

As the Company’s revenues are primarily derived from the sale of precious metals, any future earnings

generated by the Company will be closely related to the market prices for precious metals (which can vary

materially during short periods of time). Commodity prices fluctuate and are affected by numerous factors

beyond the control of the Company. These factors include supply and demand fluctuations for precious and

base metals, forward selling by major producers, and production cost levels in major gold and silver producing

regions. Moreover, commodity prices are also affected by macroeconomic factors such as expectations

regarding inflation, interest rates and global and regional demand for, and supply of, the precious metals as

well as general global economic conditions. These factors may also have an adverse effect on the Company’s

exploration, development and production activities, as well as on its ability to fund those activities.

Currency volatility

International prices of various commodities, including gold and silver, are denominated in United States

dollars, whereas the income and expenditure of the Company are and will be taken in account in Australia

dollars, consequently exposing the Company to fluctuations and volatility of the rate of exchange between the

United States dollar and the Australian dollar as determined by the international markets.

Financial indebtedness risk

The Company manages its various financial obligations by preparing detailed cash flow forecasts and

monitoring actual cash flows. However, the Company’s ability to service its various financial obligations may

be impaired by the occurrence of any number of factors. In such circumstances and if the Company were

unable to obtain sufficient alternative funding, its creditors would be able to exercise their security over the

Company’s assets or pursue alternative remedies any of which would likely have a material adverse effect on

the Company’s financial condition, prospects and ability to continue as a going concern.


Environmental legislation

The operations of Manuka Resources Limited are subject to a number of particular and significant

environmental regulations under a law of the Commonwealth or of a State or Territory in Australia and in New

Zealand.

All conditions governing the administration of various environmental and tenement licences have been

complied with. So far as the Directors are aware there has been no known breach of the Group’s licence

conditions, and all activities comply with relevant environmental regulations. The Directors are not aware of

any environmental regulation which is not being complied with.

Manuka Resources Ltd
For the year ended 30 June 2025


Directors’ Report (cont’d)


27 | Page


Sustainability

The Company is committed to accepting accountability for its sustainability performance and to this end has

approved a number of actions. The renamed Audit, Risk & Sustainability Sub-Committee specifically highlights

the importance of focusing on sustainability performance, and the Board Charter has been amended

accordingly. The Company is in the process of reviewing and updating all polices targeting activities which may

have environmental and social impacts. At an operational level, all capital expenditure requests now require

an additional assessment of environmental, social and governance factors.

The Company has published its Sustainability Statement, highlighting our priorities and commitments,

including a commitment to align to the United Nations’ SDG’s (Sustainable Development Goals).

An important consideration in addressing potential impacts is ensuring we are engaged with all our relevant

stakeholders. We continue to review our internal stakeholder materiality impact assessment and plan to

broaden this over the next year to include better engagement with key stakeholders.

Remuneration report (audited)

The information provided in this remuneration report has been audited as required by section 308(3C) of the

Corporations Act 2001. The remuneration report sets out remuneration information for the Company’s

Executive Director, Non-Executive Directors and other Key Management Personnel (“KMP”). The report

contains the following sections:

a) Key Management Personnel disclosed in this report;

b) Remuneration policy;

c) Performance-based remuneration;

d) Company performance, shareholder wealth and directors’ and executives’ remuneration;

e) Use of remuneration consultants;

f) Details of remuneration;

g) Service agreements;

h) Share-based compensation;

i) Equity instruments held by Key Management Personnel; and

j) Other transactions with Key Management Personnel.

a) Key Management Personnel disclosed in this report

Directors

The following persons were Directors of Manuka Resources Ltd during or since the end of the financial period

and up to the date of this report:

 Mr Dennis Karp

 Mr Alan J Eggers

 Mr John Seton

 Mr Anthony McPaul (resigned 3

rd

December 2024)


Other Key Management Personnel

 Haydn Lynch, Chief Operations Officer


There have been no changes to directors or KMP since the end of the reporting period. Details of the equity

instruments in which Directors have an interest are outlined in paragraph (i) below.

Manuka Resources Ltd
For the year ended 30 June 2025


Directors’ Report (cont’d)


28 | Page


Mr Dennis Karp

Executive Chairman

Director since 20

th

April 2016, Executive Chairman since 1 March 2020

Mr Karp commenced his career in the Australian financial markets in 1983. He was the Head of Trading at

HSBC Australia prior to joining Tennant Limited in 1997, a substantial Australian domiciled physical commodity

trading company with operations in Asia and Europe. He was a principal shareholder of Tennant Metals until

2010 and managing director from 2000 until December 2014. Mr Karp founded ResCap Investments Pty Ltd in

December 2014.


Over the past 12 years, Mr Karp has been involved in various resource projects and investment opportunities

in base metals and bulk commodities which have had marketing rights attached.


Mr Karp holds a Bachelor of Commerce from the University of Cape Town. Mr Karp does not hold any current

and has not held any former directorships in other listed companies in the last 3 years.


Mr Alan J Eggers

Executive Director

Director since 10 November 2022, Executive Director since 1 February 2023

Alan is a geologist with over 40 years of local and international experience. He brings with him exceptional

commercial expertise and was a founding director of Summit Resources Limited which they built from listing

on the NZX in 1987 into an ASX top 200 company and an ultimate takeover by Paladin Energy for A$1.2B in

2007. He holds a number of private directorships.

Alan holds Bachelor of Science, Honours and Master of Science degrees from Victoria University of Wellington.

He’s a Fellow of the Society of Economic Geologists, a Fellow of AusIMM and a Member Australian Institute of

Geoscientists.

Mr John Seton

Non-executive Director

Director since 10 November 2022

John is an Auckland based lawyer with extensive experience in commercial law and the mineral resources

sector. He was a director of Summit Resources Limited until its sale in 2007, as well as being a director of a

number of other ASX and NZX listed companies and various private companies. He was a former Chairman of

the Vietnam/New Zealand Business Council.

John holds a Bachelor of Laws from Victoria University, Wellington, and a Masters of Law (Honours) from the

University of Auckland.

Mr Seton has held the following Directorships in other listed companies in the 3 years immediately before the

end of the financial year:

 Manhattan Corporation Limited (ASX: MHC)

 Good Spirits Hospitality Limited (NZX: GSH)


Manuka Resources Ltd
For the year ended 30 June 2025


Directors’ Report (cont’d)


29 | Page


Mr Anthony McPaul

Non-executive Director

Director since 25

th

November 2016. Resigned 3

rd

December 2024.


b) Remuneration policy

The remuneration policy of Manuka Resources Limited has been designed to align key management personnel

objectives with shareholder and business objectives by providing a fixed remuneration component and

offering specific long-term incentives based on key performance areas affecting the Group’s financial results.

The board of Manuka Resources Limited 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 Group.

The board’s policy for determining the nature and amount of remuneration for key management personnel of

the Group is as follows:

 The remuneration policy, setting the terms and conditions for the executive directors and other senior

executives (if any), was developed by the board. All executives receive a base salary (which is based on

factors such as length of service and experience) and superannuation. The board reviews executive

packages annually by reference to the Group’s performance, executive performance and comparable

information from industry sectors and other listed companies in similar industries.

 The board exercises its 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 entitled to participate in the employee share and option arrangements.

 The executive directors and executives (if any) receive a superannuation guarantee contribution required

by the government, which was 11.5% for the 2025 financial year (2024: 11%) payable on earnings up to

the maximum contribution base of $65,070 per quarter (2024: $62,270 per quarter), and do not receive

any other retirement benefits. Some individuals may choose to sacrifice part of their salary to increase

payments towards superannuation.

 All remuneration paid to directors and executives is valued at the cost to the Group and expensed. The

cost of share-based payments is measured by reference to the fair value at the date at which they are

granted using an option pricing model.

 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 at the Annual General Meeting

(currently $240,000). Fees for non-executive directors are not linked to the performance of the Group.

However, to align directors’ interests with shareholder interests, the directors are encouraged to hold

shares in the Company.


c) Performance-based remuneration

The Group currently has no formal performance-based remuneration component built into key management

personnel remuneration packages. Remuneration and discretionary share based payments are issued to align

the Directors’ interest with that of shareholders.

Manuka Resources Ltd
For the year ended 30 June 2025


Directors’ Report (cont’d)


30 | Page


d) Company performance, shareholder wealth and directors’ and executives’ remuneration

Whilst no formal policy exists, remuneration is 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 the majority of key management personnel, pending on Company

performance, to encourage the alignment of personal and shareholder interests. The Group believes this

policy will be effective in increasing shareholder wealth.

The table below shows the gross revenue, profits and (losses) and earnings per share for the last five financial

periods for the listed entity.


2025 2024 2023 2022

2021

Restated *

$ $ $ $ $

Revenue and other income 946,874 15,195,323 9,899,903 53,271,499 44,544,455

Net profit / (loss) (16,876,465) (18,234,635) (26,342,019) 5,281,420 (3,074,177)

Profit / (loss) per share

(cents)


(2.11)


(2.69)


(6.15)


1.92


(1.19)

Share price $0.04 $0.04 $0.05 $0.17 $0.32

No dividends have been paid during the financial years ended 30 June 2021 to 30 June 2025.

* The amounts shown for 2021 have been restated in relation to a correction of the movement and valuation

of Rehabilitation Provisions, Development Assets and Environmental Bonds. The impact of the restatement

on the statement of comprehensive income, was an increase for the period ended 30 June 2021 of $489,475.

e) Use of remuneration consultants

The Group did not employ the services of any remuneration consultants during the financial year ended 30

June 2025 (2024: None).

Manuka Resources Ltd
For the year ended 30 June 2025


Directors’ Report (cont’d)


31 | Page


f) Details of remuneration

Details of the remuneration of the key management personnel of the Group are set out in the following table.

The prior year accrual for Annual and Long Service Leave has been corrected and updated.

Fixed Remuneration Share-based Payments


Salary/

Directors Fee

Non-

Monetary

Benefits

Accrual for

Annual and

Long Service

Leave Superannuation

Equity-settled

Shares

Equity-

settled

Options Total

$ $ $ $ $ $ $

Directors

Dennis Karp

2025 350,000 - 4,815 30,000 - - 384,815

2024 350,000 - 19,543 27,424 - - 396,967

Alan J Eggers

15





2025 252,000 - - - - - 252,000

2024 240,000 - - - - - 240,000

Anthony McPaul

16





2025 27,085 - - - - - 27,085

2024 - - - - 65,005 7,692 72,697

John Seton

17





2025 65,000 - - - - - 65,000

2024 32,500 - - - 32,500 6,710 71,710

Other KMP (Group)

Haydn Lynch

2025 244,708 - 7,602 28,141 - - 280,451

2024 244,708 - 13,193 26,918 - - 284,819

Total KMP remuneration

expensed




2025 938,793 - 12,417 58,141 - - 1,009,351

2024 867,208 - 32,736 54,342 97,505 14,402 1,066,193




15

Director fees for Mr Eggers are paid into a Company nominated by Mr Eggers.

16

Director fees for Mr McPaul are paid into a Company nominated by Mr McPaul.

17

Director fees for Mr Seton are paid into an entity nominated by Mr Seton.

Manuka Resources Ltd
For the year ended 30 June 2025


Directors’ Report (cont’d)


32 | Page


g) Service agreements

The details of service agreements of the key management personnel of the Group are as follows:

Dennis Karp, Executive Chairman:

(a) Mr Karp was appointed Executive Chairman on 1 March 2020 at an annual salary of $240,000 (plus

superannuation). The annual salary was increased effective 1 January 2022 to $350,000 (plus

superannuation); and

(b) The agreement is ongoing until terminated in accordance with the agreement. Mr Karp may terminate

the agreement by giving 12 weeks’ notice in writing to the Company and the Company may terminate

the agreement (without cause) by giving Mr Karp 12 weeks’ written notice or by making payment in lieu

of notice.

Alan J Eggers, Executive Director:

(b) Mr Eggers was appointed Executive Director on 1 February 2023 at an annual consultancy fee of

$240,000 inclusive of superannuation, exclusive of any GST; and

(c) The agreement is ongoing until terminated in accordance with the agreement. Mr Eggers may terminate

the agreement by giving 3 months’ notice in writing to the Company and the Company may terminate

the agreement (without cause) by giving Mr Eggers 3 months’ written notice or by making payment in

lieu of notice.

Haydn Lynch, Chief Operations Officer:

(a) Mr Lynch was appointed Chief Operating Officer on 1 July 2019 at an annual salary of $240,000 (inclusive

of superannuation). The annual salary was increased effective 1 January 2022 to $270,000 inclusive of

superannuation; and

(b) The agreement is ongoing until terminated in accordance with the agreement. Mr Lynch may terminate

the agreement by giving 12 weeks’ notice in writing to the Company and the Company may terminate

the agreement (without cause) by giving Mr Lynch 12 weeks’ written notice or by making payment in

lieu of notice.

John Seton, Non-executive Director:

Mr Seton has entered into service agreements with the company in the form of a letter of appointment. The

letter summarises the board policies and terms, including remuneration, relevant to the office of director.

Annual remuneration is $65,000 per annum effective 1 January 2022 (previously $45,154 per annum), with

additional fees payable where the Board determines special duties, or services outside the scope of the of the

ordinary duties of a NED, have been performed. Remuneration is subject to annual review by the Board and

reasonable notice of an intention to resign or to not seek re-election should be given to the Company.

Anthony McPaul, Non-executive Director:

Resigned 3 December 2024.

Manuka Resources Ltd
For the year ended 30 June 2025


Directors’ Report (cont’d)


33 | Page


h) Share-based compensation

Shares

During the financial period no fully paid Ordinary Shares were issued in lieu of cash payments of Non-Executive

Directors fees.


Options

Options are issued to key management personnel as part of their remuneration. The options are not issued

based on performance criteria but are issued to the majority of key management personnel of Manuka

Resources Limited to increase goal congruence between key management personnel and shareholders.

No ordinary shares in the Company have been provided as a result of the exercise of remuneration options to

each director of Manuka Resources Limited and other key management personnel of the Group during the

year.

i) Equity instruments held by Key Management Personnel

Shareholdings

The numbers of shares in the Company held during the financial year by each director of Manuka Resources

Limited and other key management personnel of the Group, including their related parties, and any nominally

held, are set out below. There were no shares granted during the reporting period as compensation.






Note

Balance at start of

the year

Received during

the year on the

exercise of Options

Other changes

during the year

Balance at end of

the year

Directors

Dennis Karp 60,212,789 - - 60,212,789

Alan J Eggers 61,375,887 - - 61,375,887

Anthony McPaul (a) 1,620,944 - - 1,620,944

John Seton 50,975,544 - - 50,975,544

Other KMP

Haydn Lynch 3,966,629 - - 3,966,629

a) Mr McPaul resigned 3

rd

December 2024


Manuka Resources Ltd
For the year ended 30 June 2025


Directors’ Report (cont’d)


34 | Page


Option holdings

The numbers of options over ordinary shares in the Company held during the financial year by each director

of Manuka Resources Limited and other key management personnel of the Group, including their personally

related parties, and any nominally held, are set out below.




Note

Balance at

start of the

year

Granted as

compen-

sation

Other

changes

Balance at

end of the

year

Vested and

exercisable Unvested

Directors

Dennis Karp - - - - - -

Alan Eggers 12,000,000 - (12,000,000) - - -

Anthony McPaul 620,944 - 620,944 620,944 -

John Seton 541,667 - - 541,667 541,667 -

Other KMP

Haydn Lynch - - - - - -


No options were exercised during the period (2024: Nil). All vested options are exercisable.


Details of options held by Directors are as follows:

 Exercise price of 6 cents, expiry 15 May 2026

Directors # options held

John Seton 541,667

Anthony McPaul 620,944


j) Other transactions with Key Management Personnel

 ResCap Investments Pty Ltd - A director, Mr Dennis Karp, is a director of, and holds a controlling interest

in, ResCap Investments Pty Ltd (“ResCap”). The Group has borrowing arrangements with ResCap.

Aggregate amounts of each of the above types of other transactions with key management personnel of

Manuka Resources Limited:



30 June

2025

30 June

2024

$ $

Details of related party transactions with ResCap through

the loan facility:



- Interest charged on loan 43,670 6,615

Details of related party transactions with Anna Karp,

an individual directly related to a member of KMP:


-Sale of motor vehicle 32,500 -

Details of balances with related parties:

Balance of loan with Manuka Resources Ltd

- payable to ResCap Investments Pty Ltd


273,242


238,522



End of audited Remuneration Report


Manuka Resources Ltd
For the year ended 30 June 2025

Directors’ Report (cont’d)

35 | Page

Indemnities given to, and insurance premiums paid for, auditors and officers

During the period, Manuka Resources has paid a premium to insure officers of the Company. The officers of

the Company that are covered by the insurance policy includes all directors and key management personnel.

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, other than where such liabilities

arise out of 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 to cause detriment to the

Company.

The Company has not otherwise, during or since the end of the financial period, except to the extent permitted

by law, indemnified or agreed to indemnify any current or former officer of the Company against a liability

incurred as such by an officer.

The Company has agreed to indemnify its auditors, RSM Australia Partners, to the extent permitted by law,

against any claim by a third party arising from the Company’s breach of its agreement. The indemnity requires

the Company to meet the full amount of any such liabilities including a reasonable amount of legal costs.

Proceedings on behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring

proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party,

for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

No proceedings have been brought, or intervened in, on behalf of the company with leave of the court under

section 237 of the Corporations Act 2001.

Audit and non-audit services

Details of the amounts paid or payable to the auditor for audit and non-audit services during the year are

disclosed in Note 9.

The Company may decide to employ the auditor on assignments additional to their statutory audit duties

where the auditor’s expertise and experience with the Company and/or the Group are important.

There were no non-audit services during the financial year ended 30 June 2025.


Auditor’s Independence Declaration

A copy of the Auditor’s Independence Declaration as required under s.307C of the Corporations Act 2001 is

included on the following page of this financial report and forms part of this Directors’ Report.

Signed in accordance with a resolution of the Directors.

Dennis Karp

Executive Chairman

Dated the 30

th

day of September 2025

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the
members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm

which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

RSM Australia Partners

Level 7, 1 Martin Place

Sydney

NSW 2000

Australia

T +61 (02) 8226 4500

F +61 (02) 8226 4501

rsm.com.au

AUDI

TOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Manuka Resources Limited for the year ended 30 June 2025,

I declare that, to the best of my knowledge and belief, there have been no contraventions of:

(i)

the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

(ii)

any applicable code of professional conduct in relation

to the audit.

R

SM AUSTRALIA PARTNERS

C J Hume

Partner

Sydney, NSW

Dated: 30 September 2025

36| Page

Manuka Resources Ltd
For the year ended 30 June 2025

37 | Page

Consolidated Statement of Profit or Loss and

Other Comprehensive Income

For the year ended 30 June 2025

Notes

30 June

2025

30 June

2024

$ $

Sales revenue 5(a)

-

15,195,323

Cost of sales 6(a)

-

(21,938,371)

Operating profit

-

(6,743,048)

Other income

5(b)

946,874

1,445,945

Other expenses 6(c)

(7,319,117)

(5,236,994)

Share based payment expenses 6(f)

-

(399,210)

Foreign exchange gains / (losses) 6(e)

(244,639)

22,864

Profit /(loss) before finance expenses

(6,616,882)

(10,910,443)

Finance expenses 7

(10,259,583)

(7,324,192)

Profit / (loss) before income tax

(16,876,465)

(18,234,635)

Income tax expense

8

-

-

Profit / (loss) for the period attributable to

members of Manuka Resources Limited

(16,876,4

65)


(18,234,635)

Other comprehensive income / (expense) 385,588 (67,273)

Total comprehensive income / (expense) 385,588 (67,273)

Total comprehensive profit / (loss) for the year

attributable to members of Manuka Resources

Limited

(16,490,8

77)


(18,301,908)

Profit / (loss) per share for loss attributable to

the ordinary equity holders of the Company

Basic profit /(loss) per share (cents per share) 24(2.11)(2.69)

Diluted profit /(loss) per share (cents per

share)

18


24

(2.11)

(2.69)

This statement should be read in conjunction wi

th the notes to the financial statements.

18

As the Group made a loss for the year ended 30 June 2025, none of the potentially dilutive securities were included in the calculation of diluted

earnings per share for that year. These securities could potentially dilute basic earnings per share in the future.

Manuka Resources Ltd
For the year ended 30 June 2025






38 | Page


Consolidated Statement of Financial Position

As at 30 June 2025



Notes

30 June

2025

30 June

2024

$ $

Assets

Current

Cash and cash equivalents 11 968,645 2,125,350

Trade and other receivables 12 8,696 14,332

Prepayments 13 34,472 54,683

Inventories 14 237,899 226,451

Other financial assets 19.3 21,000 95,565

Total current assets 1,270,712 2,516,381

Non-current

Mine properties and development assets 15 629,900 878,485

Exploration and evaluation assets 16 37,934,470 36,549,107

Property, plant and equipment 17 13,752,823 14,891,900

Right-of-use asset 18 334,568 128,629

Other financial assets 19.3 5,475,357 6,173,104

Total non-current assets 58,127,118 58,621,225

Total assets 59,397,830 61,137,606


Liabilities

Current

Trade and other payables 20 8,467,206 7,241,172

Provisions 21 294,699 308,318

Borrowings 19.2 40,278,049 28,199,863

Lease liabilities 18 111,183 141,195

Total Current liabilities 49,151,137 35,890,548

Non-current

Provisions 21 7,620,743 8,047,418

Lease liabilities 18 231,609 -

Borrowings 19.2 98,605 189,489

Total non-current liabilities 7,950,957 8,236,907

Total liabilities 57,102,094 44,127,455

Net assets 2,295,736 17,010,151








This statement should be read in conjunction with the notes to the financial statements.

Manuka Resources Ltd
For the year ended 30 June 2025

Consolidated Statement of Financial Position (cont’d)

39 | Page

Notes

30 June

2025

30 June

2024

$

$

Equity

Share capital 22 72,948,453 71,396,811

Share based payment reserve 25 1,701,146 5,253,710

Other reserves 358,475 (27,113)

Accumulated losses (72,712,338)(59,613,257)

Total equity 2,295,736 17,010,151

This statement s

hould be read in conjunction with the notes to the financial statements.

Manuka Resources Ltd
For the year ended 30 June 2025



40 | Page


Consolidated Statement of Changes in Equity

For the year ended 30 June 2025






Notes

Share

Capital

Share-based

payment

reserve

Other

reserves

Accumulated

losses

Total equity



$ $ $


$

Balance as at 1 July 2023


57,038,387 4,242,049 40,160 (41,378,622) 19,941,974

Loss for the period


-

-

- (18,234,635) (18,234,635)

Other comprehensive profit/(loss)


- - (67,273) - (67,273)

Total comprehensive loss for the period


- - (67,273) (18,234,635) (18,301,908)

Contribution of equity

11,097,497 - - - 11,097,497

Share based payments

25 4,001,061 1,011,661 - - 5,012,722

Share issue costs

(740,134) - - - (740,134)

Balance as at 30 June 2024


71,396,811 5,253,710 (27,113) (59,613,257) 17,010,151

Loss for the period

- - - (16,876,465) (16,876,465)

Other comprehensive profit/(loss)


- - 385,588 - 385,588

Total comprehensive loss for the period


- - 385,588 (16,876,465) (16,490,877)

Contribution of equity

1,698,790 - - - 1,698,790

Share based payments

25 - 224,820 - - 224,820

Transfer expired share-based payments

- (3,777,384) - 3,777,384 -

Share issue costs

(147,148) - - - (147,148)

Balance as at 30 June 2025


72,948,453 1,701,146 358,475 (72,712,338) 2,295,736
























This statement should be read in conjunction with the notes to the financial statements.

Manuka Resources Ltd
For the year ended 30 June 2025

41 | Page

Consolidated Statement of Cash Flows

For the year ended 30 June 2025

Notes 2025 2024

$$

Operating activities

Receipts from customers -14,926,361

Payments to suppliers and employees(6,138,995)(22,970,262)

Other income 952,510 1,415,662

Finance costs (16,900) (601,242)

Net cash from operating activities 23 (5,203,385) (7,229,481)

Investing activities

Acquisition of property, plant and equipment -(328,694)

Sale of property, plant and equipment 100,116 -

Payments for development and exploration assets (259,672) (1,094,023)

Exploration bonds 51,000 114,000

Security bonds 23,564 (23,565)

Net cash (used in) investing activities (84,992) (1,332,282)

Financing activities

Repayments of borrowings(31,862,697) (8,232,067)

Proceeds from borrowings 34,678,799 9,250,838

Repayment of lease liabilities(236,073) (642,743)

Proceeds from issues of ordinary shares 22.11,698,78910,689,622

Costs of issue of ordinary shares (147,148) (644,370)

Net cash from financing activities 4,131,671 10,421,280

Net change in cash and cash equivalents(1,156,705)1,859,517

Cash and cash equivalents, at beginning of the period 2,125,350 265,833

Cash and cash equivalents, at end of period 11 968,645 2,125,350

This statement s

hould be read in conjunction with the notes to the financial statements.

Manuka Resources Ltd
For the year ended 30 June 2025

42 | Page



Notes to the Financial Statements

1 Nature of operations and general information and statement of compliance

The principal activities of Manuka Resources Ltd comprise mine development, mining and processing of silver, gold

and exploration activities.


During the financial year, the Company’s principal activities related to Ore Reserve estimations for the Wonawinta

Silver and Mt Boppy gold mines. These operations have been on care and maintenance during the review period.


In addition, during the period, the Company continued to work towards progressing the approval of Trans-Tasman

Resources Ltd key asset, their Taranaki VTM Project (New Zealand).


The financial report includes the consolidated financial statements and notes of Manuka Resources Limited and its

controlled entities, Mt Boppy Resources Pty Ltd and Trans-Tasman Resources Ltd (Consolidated Group or Group).


These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards

and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. These include

Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures the that

the financial report, comprising the financial statements and the notes, complies with International Financial Reporting

Standards (IFRS).


Manuka Resources Limited is a for-profit entity for the purpose of preparing the financial statements.


Manuka Resources Ltd is a Public Company incorporated and domiciled in Australia. The address of its registered

office and its principal place of business is Level 4, Grafton Bond Building, 201 Kent Street, Sydney, New South Wales.

The consolidated financial statements for the year ended 30 June 2025 were approved and authorised for issue by the

Board of Directors on 30 September 2025. The directors have the power to amend and reissue the financial

statements.


In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, the amounts

in the Directors’ report and in the financial report have been rounded to the nearest dollar.


2 Changes in accounting policies

2.1 New and amended standards adopted

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by

the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early

adopted.

Manuka Resources Ltd
For the year ended 30 June 2025


Notes to the Financial Statements (cont’d)


43 | Page


3 Material accounting policy information

3.1 Overall considerations

The significant accounting policies that have been used in the preparation of these financial statements are

summarised below.

The financial statements have been prepared using the measurement bases specified by Australian Accounting

Standards for each type of asset, liability, income and expense. The measurement bases are more fully described in

the accounting policies below.

The financial statements have been prepared on a historical cost basis, except for the assets held for sale which are

measured at fair value less cost of disposal. The financial statements are presented in Australian dollars which is the

Company’s functional and presentation currency.

3.2 Going Concern

The financial statements have been prepared on the going concern basis, which contemplates continuity of normal

business activities and the realisation of assets and discharge of liabilities in the normal course of business.


As disclosed in the financial statements, the group incurred a loss of $16,876,465 and had net cash outflows from

operating activities of $5,203,385 for the year ended 30 June 2025. As at that date the company’s net current liabilities

are $47,880,425.


These factors indicate a material uncertainty which may cast significant doubt as to whether the Group will continue

as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of

business and at the amounts stated in the financial report.


The ability to continue as a going concern is dependent on a number of factors, including:

 successful refinancing to replace its existing current debt facilities;

 raising additional funds in the capital and debt markets;

 manage the creditor book and long dated creditors, repayment of long dated creditors via the proceeds from

funds from capital raising or debt facilities; and

 the ability of the Group to commence gold production (and by-product silver) profitably and consistently as

planned at Mt Boppy.


The Directors believe that there are reasonable grounds to believe the Group will be able to continue as a going

concern, after consideration of the following factors:

 History of success in raising funds in the market;

 The level of support extended from key suppliers and creditors to date;

 High gold and silver prices which lend themselves to a profitable resumption of production from material from

either the Wonawinta silver project or the Mt Boppy gold project; and

 The existing senior debt facility US$12.4 million has been assigned to existing (non-related) shareholders, the

repayment date has been extended to 31 March 2026.


Accordingly, the Directors believe that the Group will be able to continue as a going concern and that it is appropriate

to adopt the going concern basis in the preparation of the financial report.


The financial report does not include any adjustments relating to the amounts or classification of recorded assets or

liabilities that might be necessary if the Group does not continue as a going concern.


Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

44 | Page

3.3 Basis of consolidation

The Group’s financial statements consolidate those of the Parent Company and all of its subsidiaries at the end of the

reporting period. The parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement

with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries

have a reporting date of 30 June 2025.

All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains

and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed

on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in

the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the

accounting policies adopted by the Group.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised

from the date on which control is transferred to the Group, or up to the date that control ceases.

3.4 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating

decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing

performance of the operating segments, has been identified as the full Board of Directors. (Refer Note 4)

3.5 Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the

primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial

statements are presented in Australian dollars, which is Manuka Resources Limited's functional and presentation

currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the

dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and

from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies

are recognised in profit or loss. They are deferred in equity if they are attributable to part of the net investment in a

foreign operation.

Foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other

gains/(losses).

3.6 Revenue recognition

The Group recognises revenue as follows:

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the consideration to which the Company is expected to be entitled

in exchange for transferring goods or services to a customer. For each contract with a customer, the Company:

identifies the contract with a customer; identifies the performance obligations in the contract; determines the

transaction price which takes into account estimates of variable consideration and the time value of money; allocates

the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of

each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is

satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

Manuka Resources Ltd
For the year ended 30 June 2025


Notes to the Financial Statements (cont’d)


45 | Page


Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as

discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events.

Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement

of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent

that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The

measurement constraint continues until the uncertainty associated with the variable consideration is subsequently

resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue

in the form of a separate refund liability.

Sale of goods

Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods,

which is generally at the time of delivery. The Company has one Key Customer which is a London Bullion Market

Association (LBMA) Accredited Refinery. Sales revenue is recognised at the time of the Lock-in Contract. This is when

goods are delivered and title and risk passes to the customer.


3.7 Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant

will be received, and the Group will comply with all attached conditions. Government grants are recorded in other

income.

3.8 Operating expenses

Operating expenses are recognised in profit or loss upon utilisation of the service.

3.9 Exploration and evaluation expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These

costs are only carried forward to the extent that they are expected to be recouped through the successful development

of the area, or by its sale where activities in the area have not yet reached a stage that permits reasonable assessment

of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned areas are written off in full against profit or loss in the year in which

the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are transferred to mine

properties and amortised over the life of the area according to the rate of depletion of the economically recoverable

reserves.

Costs of site restoration are provided over the life of the facility from when exploration commences and are included

in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and

building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits.

Such costs have been determined using estimates of future costs, current legal requirements and technology on a

discounted basis.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site

restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations

and future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed

within one year of abandoning the site. A regular review for impairment is undertaken of each area of interest to

determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Exploration

expenditure which fails to meet at least one of the conditions outlined above is written off.

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

46 | Page

3.10 Property, plant and equipment

Property, plant, equipment, is stated at cost less accumulated depreciation and any impairment in value.

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.

All other repairs and maintenance are charged to the income statement during the financial year in which they are

incurred.

Depreciation commences on assets when it is deemed, they are capable of operating in the manner intended. Useful

lives are examined on an annual basis and adjustments, where applicable, are made on a revised useful life basis.

AssetDepreciation rate

Freehold land – at cost not depreciated

Computer Equipment

- Laptops a

nd mobile devices2 years effective life (50%) – diminishing value

- Other Computer equipment4 years effective life (25%) - diminishing value

Plant and Equipment

Ball Mil

l Motor25 years effective life (4%) - diminishing value

Other Pumps and Motors20 years effective life (5%) - diminishing value

Generators10 years effective life (10%) - diminishing value

Other plant and equipment

2 - 10 years effective life (10% to 50%) - diminishing

value

Processing Plantunits of production

Motor Vehicles and Mining Machines

8 - 10 years effective life (10% to 12.5%) -

diminishing value

The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances

indicate the carrying value may not be recoverable.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are

expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset

is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in

profit or loss.

3.11 Financial instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions

of the financial instrument and are measured initially at fair value adjusted by transactions costs, except for those

carried at fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of

financial assets and financial liabilities are described below.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or

when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised

when it is extinguished, discharged, cancelled, or expires.

Manuka Resources Ltd
For the year ended 30 June 2025


Notes to the Financial Statements (cont’d)


47 | Page


Except for those trade receivables that do not contain a significant financing component and are measured at the

transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for

transaction costs (where applicable).

Subsequent measurement of financial assets

For the purpose of subsequent measurement, financial assets, other than those designated and effective as hedging

instruments, are classified into the following categories upon initial recognition:

 financial assets at amortised cost

 financial assets at fair value through profit or loss (FVPL)

 debt instruments at fair value through other comprehensive income (FVOCI)

 equity instruments at fair value through other comprehensive income (FVOCI)

Classifications are determined by both:

 The entity’s business model for managing the financial asset

 The contractual cash flow characteristics of the financial assets

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance

costs, finance income or other financial items, except for impairment of trade receivables which is presented within

other expenses.

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as

FVPL):

 they are held within a business model whose objective is to hold the financial assets and collect its contractual

cash flows; and

 the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is

omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other

receivables fall into this category of financial instruments.

Financial assets at fair value through profit or loss (FVPL)

Financial assets that are held within a business model other than ‘hold to collect’ or ‘hold to collect and sell’ are

categorised at fair value through profit and loss. Further, irrespective of business model, financial assets whose

contractual cash flows are not solely payments of principal and interest are accounted for at FVPL. All derivative

financial instruments fall into this category, except for those designated and effective as hedging instruments, for

which the hedge accounting requirements apply.

Impairment of financial assets

The AASB 9 impairment model uses forward looking information to recognise expected credit losses - the ‘expected

credit losses (ECL) model’. The application of this impairment model depends on whether there has been a significant

increase in credit risk.

The Group considers a broader range of information when assessing credit risk and measuring expected credit losses,

including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability

of the future cash flows of the instrument.

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

48 | Page

In applying this forward-looking approach, a distinction is made between:

financial instruments that have not deteriorated significantly in credit quality since initial recognition or that

have low credit risk (‘Stage 1’); and

financial

instruments that have deteriorated significantly in credit quality since initial recognition and whose

credit risk is not low (‘Stag

e 2’).

‘Stage 3’

would cover financial assets that have objective evidence of impairment at the reporting date. ‘12-month

expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for

the second category. Measurement of the expected credit losses is determined by a probability-weighted estimate of

credit losses over the expected life of the financial instrument.

Trade and other receivables and contract assets

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of

business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade

receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant

financing components, when they are recognised at fair value. The Group holds the trade receivables with the

objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the

effective interest method.

The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected

loss allowance for all trade receivables. In determining the recoverability of a trade or other receivables using the

expected credit loss model, the Group performs a risk analysis considering the type and age of the outstanding

receivables, the creditworthiness of the counterparty, contract provisions, letter of credit and timing of payment.

No provision for credit losses was required to be recognised in the current period ending 30 June 2025 (2024: nil).

Classification and measurement of financial liabilities

The Group’s financial liabilities include trade and other payables, borrowings, lease liabilities and derivative financial

instruments.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the

Group designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured

at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVPL,

which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative

financial instruments that are designated and effective as hedging instruments).

Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of

each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the

instruments. Except for those foreign exchange gains and losses related to borrowings, foreign exchange gains and

losses are recognised in the ‘Other income’ or ‘Other losses’ line items in profit or loss for financial liabilities that are

not part of a designated hedging relationship. Foreign exchange gains and losses related to borrowings are recognised

in the ‘Finance Charges’ line item in profit or loss.

The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and

translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL,

the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss for

financial liabilities that are not part of a designated hedging relationship.

Manuka Resources Ltd
For the year ended 30 June 2025


Notes to the Financial Statements (cont’d)


49 | Page


3.12 Care and Maintenance

When a mine moves into the care and maintenance stage, the costs of maintaining the mine are expensed in the

period as incurred unless there are future economic benefits for other operating mines.

3.13 Mine development

Mine development expenditure relates to costs incurred to access a mineral resource. It represents those exploration

and evaluation costs incurred after the technical feasibility and commercial viability of extracting the mineral resource

has been demonstrated and an identified mineral reserve is being prepared for production (but is not yet in

production).

Significant factors considered in determining the technical feasibility and commercial viability of the project are the

completion of a feasibility study, the existence of sufficient proven and probable reserves to proceed with

development and approval by the Board of directors to proceed with development of the project. Mine development

costs include direct and indirect costs associated with mine infrastructure, pre-production development costs,

development excavation, project execution costs and other subsurface expenditure pertaining to that area of interest.

Costs related to tangible surface plant and equipment and any associated land and buildings are accounted for as

property, plant and equipment.

Development costs are carried forward in respect of areas of interest in the development phase until commercial

production commences. When commercial production commences, carried forward development costs are

transferred to Mine Properties and amortised on a units of production basis over the life of economically recoverable

reserves of the area of interest. Development assets are assessed for impairment if an impairment trigger is identified.

For the purposes of impairment testing, development assets are allocated to CGUs to which the development activity

relates.


3.14 Cash and cash equivalents

For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand and at bank, deposits

held at call with financial institutions, other short term, highly liquid investments with maturities of three months or

less, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in

value and bank overdrafts.

3.15 Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently

measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption

amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid

on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable

that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the

extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised

as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled

or expired. The difference between the carrying amount of a financial liability that has been extinguished or

transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities

assumed, is recognised in profit or loss as other income or finance costs.

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

50 | Page

Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to

extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is

measured as the difference between the carrying amount of the financial liability and the fair value of the equity

instruments issued.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the

liability for at least 12 months after the reporting period.

The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the

statement of financial position, net of transaction costs.

On the issue of the convertible notes the fair value of the liability component is determined using a market rate for an

equivalent non-convertible bond and this amount is carried as a non-current liability on the amortised cost basis until

extinguished on conversion or redemption. The increase in the liability due to the passage of time is recognised as a

finance cost. The remainder of the proceeds are allocated to the conversion option that is recognised and included in

shareholders equity as a convertible note reserve, net of transaction costs. The carrying amount of the conversion

option is not remeasured in the subsequent years. The corresponding interest on convertible notes is expensed to

profit or loss.

3.16 Borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a

qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its

intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for

their intended use or sale.

Other borrowing costs are expensed in the period in which they are incurred.

3.17 Equity, reserves and dividend payments

Share capital represents the fair value of shares that have been issued. Any transaction costs associated with the

issuing of shares are deducted from share capital, net of any related income tax benefits.

Other components of equity include the following:

Share based payment reserve – comprising assessed fair value of options issued to empl

oyees, executives,

Directors and other

parties

Retained earnings include all current and prior period retained profits.

Dividend distributions payable to equity shareholders are included in other liabilities if the dividends have been being

appropriately authorised and are no longer at the discretion of the entity prior to the reporting date. All transactions

with owners of the parent are recorded separately within equity.

Share based payments to other parties

Options have been issued to financiers and other parties as payment for goods and services from time to time. The

cost of these share-based payments is measured by reference to the fair value at the date at which they are granted

using an option pricing model. The options may be subject to service or other vesting conditions and their fair value is

recognised as an expense together with a corresponding increase in other reserve equity over the vesting period.

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

51 | Page

3.18 Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to owners of the Company, excluding any costs

of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during

the financial year, adjusted for bonus elements in ordinary shares issued during the year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into

account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary

shares and the weighted average number of shares assumed to have been issued for no consideration in relation to

dilutive potential ordinary shares.

3.19 Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is

not recoverable from the taxation authority. In these circumstances the GST is recognised as part of the cost of

acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial

position are shown inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or

payables.

Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from

investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within

operating cash flows.

3.20 Rehabilitation

Provisions made for rehabilitation are recognised where there is a present obligation as a result of exploration,

development or production activities having been undertaken, and it is probable that an outflow of economic benefits

will be required to settle the obligation. The estimated future obligations include the costs of removing facilities,

abandoning mining activities and restoring the affected areas. The provision for future rehabilitation costs is the best

estimate of the present value of the expenditure required to settle the obligation at the reporting date, based on

current legal requirements and technology. Future rehabilitation costs are reviewed annually, and any changes are

reflected in the present value of the rehabilitation provision at the end of the reporting period. The amount of the

provision for future rehabilitation costs relating to exploration and development activities is capitalised as a cost of

those activities. If the effect is material, provisions are determined by discounting the expected future cash flows at a

pre-tax rate that reflects current market assessments of the time value of money, and where appropriate the risks

specific to the liability.

3.21 Significant management judgement in applying accounting policies and estimation uncertainty

When preparing the financial statements, management undertakes a number of judgements, estimates and

assumptions about the recognition and measurement of assets, liabilities, income and expenses.

Rehabilitation provision

The Company is required by the relevant regulatory authorities to ensure that appropriate rehabilitation is carried out

on tenements that are mined. The amount of the rehabilitation cost is an estimate based upon the estimated life of

each mined tenement, as well as the future timing and cost of such rehabilitation. The provision is constantly revised

as information about the life of mine, depth of mining, level of ground disturbance and cost estimates are updated.

Manuka Resources Ltd
For the year ended 30 June 2025


Notes to the Financial Statements (cont’d)


52 | Page


Fair Value of Debt and Equity Calculation

The determination of fair value for financial instruments, including debt and equity securities, involves significant

judgment and estimation uncertainty. Management applies valuation techniques that incorporate both observable

market data and inputs. These techniques include discounted cash flow models, and option pricing models, which

require assumptions about interest rates and forecasted cash flows. Changes in these assumptions could materially

affect the reported fair values. The Group has disclosed sensitivity analyses and valuation methodologies in note 26.


4 Segment reporting

Identification of reportable segments

The Group has identified operating segments based on the internal reports that are reviewed and used by the board

of directors (chief operating decision makers) in assessing performance and determining the allocation of resources.

Currently all the Group’s gold and silver tenements and resources are in New South Wales.

Three operating segments have been identified:

 Exploration - Australia: Exploration of existing gold and silver leases and exploration leases at Wonawinta and

Mt Boppy projects

 Exploration – NZ: Exploration of acquired mining and exploration leases at the Taranaki VTM Project (New

Zealand)

 Operations: being the appraisal, development and processing of gold and silver deposits

The following table presents revenue and loss information regarding operating segments for the years ended 30 June

2025 and 30 June 2024.

Year ended 30 June 2025

Exploration

NZ

Exploration

Australia


Operations Total

$

Segment revenue (external customers) - - - -

Segment cost of sales - - - -

Segment operating contribution - -

Other income

- - 946,874 946,874

Expenses

(154,548) (52,705) (7,111,864) (7,319,117)

Share based payment expenses

- - - -

Foreign exchange gains / losses

- - (244,639) (244,639)

Finance income / (expenses)

- - (10,259,583) (10,259,583)

Profit / (loss) before income tax

(154,548) (52,705) (16,669,212) (16,876,465)



Year ended 30 June 2024

Exploration

NZ

Exploration

Australia


Operations Total $

Segment revenue (external customers) - - 15,195,323 15,195,323

Segment cost of sales - - (21,938,371) (21,938,371)

Segment operating contribution - - (6,743,048) (6,743,048)

Other income - - 1,445,945 1,445,945

Expenses (149,395) (169,878) (4,917,721) (5,236,994)

Share based payment expenses - - (399,210) (399,210)

Foreign exchange gains / losses - - 22,864 22,864

Finance income / (expenses) - - (7,324,192) (7,324,192)

Profit / (loss) before income tax (149,395) (169,878) (17,915,362) (18,234,635)


Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

53 | Page

The following table presents segment assets and liabilities of operating segments as at 30 June 2025 and

30 June 2024.

Segment Assets

Exploration

NZ

Exploration

Australia OperationsTotal

$

As at 30 June 2025

26,606,684 11,327,786 21,463,359 59,397,829

As at 30 June 2024 26,219,527 10,329,579 24,588,499 61,137,605

Segment Liabilities

Exploration

NZ

Exploration

Australia OperationsTotal

$

As at 30 June 2025

-266,40856,835,686 57,102,094

As at 30 June 2024 -119,70544,007,750 44,127,455

Revenue and assets by geographical region

The Company's revenue is derived from sources and assets located wholly within Australia.

Major customers

The Company currently delivers all its product to one off-taker.

5 Revenue and other income

Notes 30 June

2025

30 June

2024

$$

(a) Operating sales revenue

Sale of mineralised ore – gold-14,451,286

Sale of mineralised ore – silver -744,037

Total revenue from contracts with customers -15,195,323

(b) Other income

Income from Insurance claims-18,959

Government grants received -150,000

R&D incentive-1,069,801

Other income946,874 207,185

Total other income946,874 1,445,945

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

54 | Page

6 Expenses

(a)Cost of sales

30 June

2025

30 June

2024

$$

Operating expen

ses 6(b) -20,091,038

Inventory movements -1,847,333

Total cost of sales -21,938,371

(b)Operating expenses

30 June

2025

30 June

2024

$$

Hauling and crushing expe

nses

-

5,316,512

Processing and refining expenses

-

10,052,568

Site administrati

on expenses

-

4,717,111

Amortisation of mine properties 15

-

4,847

Total op

erating expenses

-

20,091,038

(c)Other expenses

30 June

2025

30 June

2024

$$

Professional expenses

3,261,397

2,799,948

Employment expenses 6(d)

2,122,464

1,065,297

Depreciation

655,774

692,242

Other expenses

1,279,481

679,507

Total other expenses 7,319,116 5,236,994

(d)Employment Expenses

30 June

2025

30 June

2024

$$

Wag

es and Salaries

1,851,164

902,475

Superannuation

192,463

86,758

Employment taxes

78,837

76,064

2,122,464

1,065,297

(e)Foreign exchange (gains) and losses

30 June

2025

30 June

2024

$$

Re

alised foreign exchange (gains)/losses

6,752

81,677

Unrealised foreign exchange (gains) / losses

237,887

(104,541)

Total foreign exchange (gains) / losses

244,639

(22,864)

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

55 | Page

(f)Share based payment expenses

30 June

2025

30 June

2024

$$

Share based pay

ment expenses -399,210

7 Fin

ance costs

30 June

2025

30 June

2024

Finance costs are made up of the following items: $$

Interest expense 4,605,479 4,328,871

Amortisation of prepaid borrowing costs -612,452

Discounting and change of rehabilitation provisions -303,122

Discounting impact of financial assets -238,805

Other finance costs 5,654,104 1,840,942

Total finance costs

10,259,583

7,324,192

8 I

ncome tax expense

30 June

2025

30 June

2024

$$

(a) Inc

ome tax benefit recognised in the income statement

Current tax

- -

Deferred tax

- -

Income tax as reported in the statement of comprehensive income

- -

(b) Reconciliation of income tax expense to prima facie tax payable

The prima facie income tax expense on pre-tax accounting loss from

operations reconciles to the income tax expense in the financial

statements as follows:

Profit / (loss) from ordinary activities before income tax expense (16,876,465) (18,234,635)

Tax at the Australian rate of 30% (2024 : 30%) (5,062,940) (5,470,390)

Increase / (decrease) in income tax due to:

Temporary differences3,762,323 1,961,728

Permanent differences 22,085 58,622

Unused tax losses not recognised 1,278,532 3,450,040

Income tax expense - -

(c) Tax losses carried forward

Carried forward taxable losses91,846,336 86,597,428

The Company has no available franking credits.

Potential deferred tax assets attributable to tax losses and other temporary differences have not been brought to

account as at 30 June 2025, because the directors do not believe it is appropriate to regard realisation of the deferred

tax assets as probable at this point in time. These benefits will be obtained if:

The Company derives future assessable income of a nature and an amount sufficient to enable the benefit from

the deductions for the expenditure to be realised; and

No changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the

expenditure.

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

56 | Page

9 Auditor remuneration

During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its

related practices and non-related audit firms:

30 June

2025

30 June

2024

$$

Audit of fi

nancial statements

RSM Australia – audit and review of financial reports 95,000 95,000

Ernst and Young – audit and review of financial reports -120,988

Remuneration from audit of financial statements 95,000215,988

Other services --

Total other services remuneration - -

Total auditor’s remuneration 95,000215,988

10 Dividends

No dividends for the year ended 30 June 2025 (2024: Nil) have been declared or paid to shareholders by the Company.

11 Cash and cash equivalents

30 June

2025

30 June

2024

$$

Cash and

cash equivalents comprise the following:

Cash at bank and in hand 968,645 2,125,350

Cash and cash equivalents as shown in the statement of

financial position and the statement of cash flows 968,645 2,125,350

Cash at bank and in hand is non-interest bearing.

12 Trade and other receivables

30 June

2025

30 June

2024

$$

Current

Trade receivables

1,348

3,428

Other receivables 7,348 10,904

Total trade and other receivables 8,696 14,332

13 Prep

ayments

Prepayments consist of the following:

30 June

2025

30 June

2024

$$

Current prepaid

insurances - -

Other prepayments 34,472 54,683

Prepayments at cost 34,47254,683

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

57 | Page

14 Inventories

30 June

2025

30 June

2024

$$

Consumables, s

upplies and spares 237,899226,451

Inventories at cost or net realisable value 237,899 226,451

15 Development assets and mine properties

30 June

2025

30 June

2024

$$

Developm

ent assets at cost

197,500

197,500

Rehabilitation cost estimates

-

238,805

Accumulated impairment

(182,767)

(182,767)

Accumulated amortisation (14,733)(14,733)

Net carrying amount -238,805

Mine properties at cost 7,233,0257,242,805

Accumulated impairment - -

Accumulated amortisation

(6,603,125)

(6,603,125)

Net carrying amount 629,900 639,680

Total development assets and mine properties at cost 7,430,525 7,440,305

Rehabilitation cost estimates-238,805

Impairment of mine properties

-

-

Accumulated amortisation

(6,800,625)

(6,800,625)

Total net carrying amount 629,900 878,485

Manuka Resources Ltd
For the year ended 30 June 2025


Notes to the Financial Statements (cont’d)


58 | Page


The following tables show the movements in development assets and mine properties:




30 June

2025

30 June

2024

$ $

Development assets

Opening carrying value 238,805 -

Discounting and change of rehabilitation provisions (238,805) 238,805

Additions at cost - -

Impairment of development assets - -

Closing carrying value net of accumulated amortisation - 238,805


Mine properties


Opening carrying value 639,680

638,743

Discounting and change of rehabilitation provisions

- 20,000

Additions / (disposals) at cost

(9,780)

-

Amortisation charge for the year

-

(19,063)

Closing carrying value net of accumulated amortisation 629,900 639,680


Total development assets and mine properties at cost

Opening carrying value

878,485

638,743

Discounting and change of rehabilitation provisions

(238,805)

258,805

Additions at cost

(9,780)

-

Amortisation charge for the year

-

(19,063)

Total closing carrying value net of accumulated amortisation 629,900 878,485



16 Exploration and evaluation assets

Exploration and evaluation costs carried forward in respect of areas of interest:

30 June

2025

30 June

2024

$ $

Exploration assets

Opening net book amount

36,549,107

35,200,653

Transfer to development assets

-

755,459

Foreign currency translation movements

399,149 -

Exploration and evaluation costs during the year (a)

986,214

592,995

Net book value 37,934,470 36,549,107


(a) During the period under review the Company’s geological team has continued to implement, the exploration

work programmes established from the Company’s Strategic Exploration Review.


Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

59 | Page

17 Property, plant and equipment

The following tables show the movements in property, plant and equipment:

Land IT Equipment

Plant &

Equipment

Fixtures &

Fittings

Motor

VehiclesTotal

$ $$$$$

Year ended 30 June 2024

Opening net book value

754,994 16,912 14,323,522 53,624 496,885 15,645,937

Additions

5,706 322,988 328,694

Disposals

(160,207) (160,207)

Depreciation

(14,966) (835,786) (11,120) (60,652) (922,524)

Closing net book value

754,994 7,652 13,650,517 42,504 436,233 14,891,900

Balance 30 June 2024

Cost

754,994 118,547 17,761,922 80,595 774,120 19,490,178

Depreciation

-(110,895) (4,111,405)(38,091) (337,887) (4,598,278)

Net book value

754,994 7,652 13,650,517 42,504 436,233 14,891,900

Year ended 30 June 2025

Opening net book value

754,994

7,652

13,650,517 42,504 436,233 14,891,900

Additions

-2,888- - - 2,888

Disposals

-- (706,488)

-

(43,377)(749,865)

Depreciation

-(3,020)(328,153) (8,738) (52,189)(392,100)

Closing net book value

754,994

7,520

12,615,876 33,766 340,667 13,752,823

Balance 30 June 2025

Cost

754,994 121,435 16,567,107 80,595 704,120 18,228,251

Depreciation-

(113,915) (3,951,231)(46,829) (363,453) (4,475,428)

Net book value

754,994 7,520 12,615,876 33,766 340,667 13,752,823

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

60 | Page

18 Right-of-use assets and liabilities

Leases

The Group has two lease contracts: the first being for office premises which commenced on 1 March 2025, has a lease

term of three years with no option to extend and a 3.75% rent increase each year; the second being for a mobile

screening plant which commenced on 31 August 2024, has a term of 12 months and an agreed purchase option at the

end of the term. The screening plant was sold to a third party on 28 March 2025.

Short term lease expenses

The Group applies the short-term lease recognition exemption allowed in AASB116 to its short-term leases (i.e. those

leases that have a lease term of 12 months of less from the commencement date and do not contain a purchase

option). There are no short-term lease expenses during the period to which this exemption has been applied.

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the


period.

30 June

2025

30 June

2024

$$

Balance at start of period

128,629

233,987

Additions 469,614443,513

Depreciation (263,675)(548,871)

Closing net

book value 334,568128,629

Set out below are the carrying amounts of lease liabilities.

30 June

2025

30 June

2024

$$

Balance at start of period

141,195

259,040

Additions 376,389443,513

Accretion of interest (included in finance expenses)

61,281

81,386

Payments

(236,073)

(642,744)

Closing balance lease liabilities 342,792141,195

Current111,183141,195

Non-current

231,609

-

19 Financial assets and liabilities


19.1 Categories of financial assets and financial liabilities

The carrying amounts of financial assets in each category are as follows:

30 June

2025

30 June

2024

Notes$$

Financial ass

ets at amortised cost

Cash and cash equivalents 11

968,645

2,125,350

Trade and other receivables 12

8,696

14,332

Other financial assets 19.3

5,496,357

6,268,669

Total financial assets at amortised cost

6,473,698

8,408,351

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

61 | Page

The carrying amounts of financial liabilities in each category are as follows:

30 June

2025

30 June

2024

Notes$$

Financial lia

bilities at amortised cost

Trade and other payables 20

8,467,206

7,241,171

Borrowings – Related party loans 19.2(a)

273,242

238,522

Borrowings – Senior secured debt facility (net of borrowing costs) 19.2(b)

19,341,010

16,640,542

Working capital facility 19.2(c)

16,675,319

10,770,117

Borrowings – Other loans 19.2(d)

4,087,083

550,682

Lease liabilities 18

342,792

141,195

Total financial liabilities

49,186,652

35,582,229

19.

2 Borrowings

Borrowings include the following financial liabilities:

30 June

2025

30 June

2024

$$

Cu

rrent

Related party loans 19.2(a)

273,242

238,522

Senior secured debt facility (net of borrowing costs) 19.2(b)

19,341,010

16,640,542

Working capital facility 19.2(c)

16,675,319

10,770,116

Other loans 19.2(d)

3,988,478

550,683

Total current borrowings

40,278,049

28,199,863

Non-current

Other loans 19.2(d) 98,605 189,489

Total non-current borrowings 98,605 189,489

Total borrowings 40,376,654 28,389,352

All borrowings are denominated in Australian Dollars except for the Senior Secured Debt Facility which is

denominated in US Dollars.

(a)The related party loans include the following:

30 June

2025

30 June

2024

$ $

R

esCap Investments Pty Ltd 273,242238,522

The loan provided by ResCap Investments Pty Ltd includes the opening balance loan plus working capital drawn

down and repayments during the period.

(b)The Company signed a debt facility agreement (Senior Secured Debt Facility) with TransAsia Private Capital

Limited (TPC) during July 2019. The interest rate attributable to this facility is 12.5% per annum payable quarterly,

with service and management fees of 2.0% per annum. The Company was informed on 23rd September 2025 that

the debt instrument was assigned to existing (non-related) shareholders utilising a trust structure (Trust Debt). In

addition, the repayment date has been extended to 31 March 2026. The Company will reimburse the Trust Debt

for market related fees & expenses in consideration for

the extension.

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

62 | Page

Details of the unamortised borrowing costs in relation to the Senior Secured Debt Facility is as follows:

30 June

2025

30 June

2024

$ $

Senior secured debt facility 19,341,010 16,841,990

Less: Borrowing Costs -(201,448)

Total senior secured debt facility (net of borrowing costs) 19,341,010 16,640,542

(c)The Company signed a USD denominated working capital facility agreement (Working Capital Facility) with a

commodity trading company with a minimum term of three years. Drawdowns under the facility are repayable

within 90 days. The interest rate attributable to this facility is set at the 3 Month Secured Overnight Financing Rate

(SOFR) plus 6% per annum. A facility fee of 4.8% per quarter is payable on drawdowns under the facility

.

(d)During

the period the Company had a number of small short-term asset-based funding agreements in place.

The

details of outstanding loans at 30

June 2

025 are as follows:

30 June

2025

Av. Interest

Rate

$ %

p.a. Expiry date

Short-term loan

785,998

24%

Repayable on refinance of

senior secured debt

Convertible Note

3,117,754

12% - 15% Sept - Dec 2025

Vehicle Finance

24,418

24%March 2026

Equipment Finance

158,913

11%December 2027

Total other loans 4,087,083

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

63 | Page

19.

3 Other financial assets

Notes

30 June

2025

30 June

2024

$$

Other financial assets comprise the following:

Current assets at cost

Mt Boppy Resources - deposit for exploration bond 21,000 72,000

Security Deposit -23,565

Total current other financial assets 21,00095,565

Non-current assets at amortised cost

Manuka Resources - Deposit for environmental bond (a)

4,279,284

4,824,610

Mt Boppy Resources – Deposit for environmental bond (b)

1,044,191

1,177,256


Term Deposit (a)

151,882

171,238


Total non-current other financial assets

5,475,357 6,173,104

Total other financial assets

5,496,357 6,268,669

The carrying amount of other financial assets is considered a reasonable approximation of fair value unless stated

below:

(a)The Environmental Bond and Term deposit in the name of Manuka Resources Limited have been amortised

with reference to a discount rate of 3.87% (2024: 3.98%) over an 8

year (2024: 4 year) period;

(b)The

Environmental Bond in the name of MT Boppy Resources Pty Limited have been amortised with

reference to a discount rate of 3.42% (2024: 3.96%) over a 4 year (

2024: 4 year) period;

19.4 Other financial instruments

The carrying amount of the following financial assets and liabilities is considered a reasonable approximation of fair

value due to the short-term nature of the financial instruments:


Trade and other receivables

Cash and cas

h equivalents

Trade and other payables

Other

current financial assets

19.

5 Fair Value Hierarchy

The Group had no financial assets and liabilities carried at fair value in the statement of financial position or measured

at fair value through profit or loss during the period.

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

64 | Page

20 Trade and other payables

30 June

2025

30 June

2024

$$

Current

Trade creditors

7,215,770

6,902,021

Other creditors and accruals

1,251,436

339,151

Total trade and other payables

8,467,206

7,241,172

Trade and other payables amounts are short-term. The carrying values of trade payables and other payables are

considered to be a reasonable approximation of fair value.

21 Provisions

Notes 30 June

2025

30 June

2024

$$

Current

Provision for annual leave 294,699 308,318

Total current provisions 294,699 308,318

Non-current

Provision for long service leave

106,808

68,164

Rehabilitation provisions 21.1

7,513,935

7,979,254

Total non-current provisions

7,620,743

8,047,418

Total provisions

7,915,442

8,355,736

21.

1 Rehabilitation provisions

Rehabilitation provisions split between the parent and subsidiary are as follows:

30 June

2025

30 June

2024

$$

Rehabil

itation provisions

Manuka Resources Ltd (Wonawinta project)

6,175,633

6,823,682

Mt Boppy Resources Ltd

1,338,302

1,155,572

Total rehabilitation provisions

7,513,935

7,979,254

Set out below are the movements of the rehabilitation provision during the period.

30 June

2025

30 June

2024

$$

Carrying amount at start of year 7,979,2547,676,132

Re-assessment of provision (465,319) -

Payments--

Net impact of inflation and discounting -303,122

Carrying amount at end of year

7,513,935

7,979,254

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

65 | Page

Provisions made for rehabilitation are recognised where there is a present obligation as a result of exploration,

development or ground disturbance (project development, mining) activities having been undertaken, and it is

probable that an outflow of economic benefits will be required to settle the obligation. The estimated future

obligations include the costs of dismantling certain plant and equipment, cessation of mining activities, capping of any

tailings dams, profiling waste dumps and restoring the affected areas over a period of time. The provision for future

rehabilitation costs is the best estimate of the present value of the expenditure required to settle the obligation at the

reporting date, based on a schedule of rates provided by the NSW Resources Regulator in their Rehabilitation Cost

Estimation tool as updated from time to time. Future rehabilitation costs are reviewed periodically, and any changes

are reflected in the present value of the rehabilitation provision at the end of the reporting period. The amount of the

provision for future rehabilitation costs relating to exploration and development activities is capitalised as a cost of

those activities. If the effect is material, provisions are determined by discounting the expected future cash flows at a

pre-tax rate that reflects current market assessments of the time value of money, and where appropriate the risks

specific to the liability. The fair value of the rehabilitation provision for Manuka Resources has been calculated with

reference to an inflation rate of 2.5% (2024: 3.8%) and a discount rate of 3.87% (2024: 3.96%) over 8 years (2024: 4

years). With the recommencement of processing at Mt Boppy forecast to continue for up to five years, the

rehabilitation provision has been calculated with reference to an inflation rate of 2.5% (2024: 3.8%) and a discount

rate of 3.42% (2024: 3.98%) over 4 years (2024: 4 years).

The Company is required by the relevant regulatory authorities to ensure that appropriate rehabilitation is carried out

on tenements that are mined. The amount of rehabilitation cost is an estimate based upon the estimated life of each

mined tenement, as well as the future timing and cost of such rehabilitation. The provision is constantly revised as

information about the life of mine, depth of mining and cost estimates are updated.

22 Equity

22.1 Share capital

Manuka Resources Limited does not have authorised capital nor par value in respect of its share capital, comprising

only of fully paid ordinary shares. Ordinary shares have the right to receive dividends as declared and, in the event

of a winding up, to participate in the proceeds from sale of all surplus assets in proportion to the number of and

amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or proxy, at

meetings of Manuka Resources Limited.

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

66 | Page

30 June

2025

30 June

2024

30 June

2025

30 June

2024

# Shares # Shares $ $

Shares issued and fully paid:

At beginning of period

762,279,188 540,870,062 71,396,811 57,038,387

share issue 21 August 2023

(a)

17,250,000

862,500

share issue 28 August 2023

(b)


3,700,000185,000

share issue 28 August 2023

(c)

700,000

37,100

share issue 07 February 2024

(d)

31,982,642

2,238,785

share issue 14 February 2024

(e)

4,832,500

338,275

share issue 22 February 2024

(f)

1,716,639

120,165

share issue 29 February 2024

(g)

20,575,315

1,440,275

share issue 08 March 2024

(h)

1,014,285

71,000

share issue 12 March 2024

(i)

814,286

57,000

share issue 15 May 2024

(j)

87,639,962

5,258,398

share issue 17 May 2024

(k)

150,000

9,000

conversion of debt to equity

(l)

51,033,497

3,684,752

share funds received 28 June 2024

(m)

- -

480,000

conversion to debt 28 June 2024

(n)

- -

316,308

share issue 12 July 2024

(o)

17,488,481

253,000

share issue 28 November 2024

(p)

31,000,000

1,000,000

share issue 4 June 2025

(q)

22,800,000

445,789

placement expenses

(147,148) (740,134)

Total share capital at end of period 833,567,669 762,279,188 72,948,453 71,396,811

a)On 21 August 2023 the Company announced a private placement of $862,500 before costs through the issue of

17,250,000 ordinary shares at an issue price of $0.05, to a very small number of professional and sophisticated

investors, who were made up of clients of the Lead Manager or existing shareholders participating through their broker

with the agreement of the Lead Manager.

b)On 28 August 2023 the Company announced a private placement of $185,000 before costs through the issue of

3,700,000 ordinary shares at an issue price of $0.05, to a very small number of professional and sophisticated investors,

who were made up of clients of the Lead Manager or existing shareholders participating through their broker with the

agreement of the Lead Manager.

c)As ratified at the annual general meeting of shareholders on 16 November 2023

19

, the Company issued the 700,000

Financier Shares for nil cash consideration, at a time when the market value of the shares was $0.053 per share to

Claymore Capital Pty Ltd (or its nominee) on 28 August 2023, as consideration for the extension of the short-term

funding agreement.

d)The Company issued 31,982,642 shares on 7 February 2024 for $2,238,785, as part of a share issue at $0.07.

e)The Company issued 4,832,500 shares on 14 February 2024 with a value of $338,275, as part of a share issue at $0.07.

f)On 22 February 2024 the Company issued 1,716,639 shares to the value of $120,165, linked to a specific tranche

placement at $0.07.

19

Refer ASX announcement 16 October 2023

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

67 | Page

g)The Company issued 20,575,315 shares on 29 February 2024, raising $1,440,275 (before costs) in this placement at

$0.07.

h)On 8 March 2024, 1,014,285 shares were issued, raising $71,000 at $0.07.

i)The Company raised $57,000 through the issue of 814,286 shares on 12 March 2024, as part of a new tranche at $0.07.

j)87,639,962 shares were issued to various investors on 15 May 2024 in a placement raising $5,258,398 (before costs)

at $0.06.

k)On 17 May 2024 The company issued 150,000 shares, raising $9,000 at $0.06.

l)During the financial year 2024, 51,033,497 shares were issued for nil cash consideration at various share prices ranging

from 6 cents to 8.8 cents, in payment of a short-term loan and other debt conversions totalling $3,684,752 payment.

m)On 28 June 2024 $480,000 was raised in relation to the issue of 8,000,001 shares at $0.06 as part of a significant

placement (tranche 2). The issue of the shares took place in July 2024.

n)On 28 June 2024 a short-term loan and other debt totalling $316,309 was converted to equity. As a result 5,271,813

fully paid ordinary shares were issued in July 2024.

o)On 12 July 2024 17,488,481 shares were issued to raise $253,000 as well as $480,000 and $316,309 mentioned at items

‘m’ and ‘n’ above.

p)On 28 November 2024, 31,000,000 shares were issued in relation to the conversion of Convertible Notes. The funds

were utilised to support working capital.

q)On 4 June 2025, 22,800,000 shares were issued as collateral and security following the receipt of $1,250,000 in funding

via the issue of Convertible Notes in November 2024 and June 2025.

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

68 | Page

22.2 Movements in options on issue or granted

Number of Options

20252024

Beginning of the financial year 108,491,605 90,705,685

Unexercised options expired 14 July 2023 (10,000,000)

Unexercised options expired 28 July 2023 (5,000,000)

Unexercised options expired 30 September 2023 (5,000,000)

Unexercised options expired 31 December 2023 (19,034,266)

Unexercised options expired 11 January 2024 (300,000)

Unexercised options expired 11 January 2024 (300,000)

Unexercised options expired 11 January 2024 (500,000)

Issued, exercisable at $0.10 on or before 31 December 2025 25,757,575

Issued, exercisable at $0.05 on or before 17 November 2025 10,000,000

Issued, exercisable at $0.06 on or before 30 June 2025 1,000,000

Issued, exercisable at $0.08 on or before 24 January 2026 5,000,000

Issued, exercisable at $0.08 on or before 31 March 2026 5,000,000

Issued, exercisable at $0.11 on or before 3 April 2027 5,000,000

Issued, exercisable at $0.06 on or before 15 May 2026 1,162,611

Granted, exercisable at $0.04 on or before 30 June 2026 5,000,000

Issued, exercisable at $0.06 on or before 15 May 2026 87,789,962

Issued, exercisable at $0.06 on or before 15 May 2026 17,488,481

Issued, exercisable at $0.06 on or before 29 May 2026 1,000,000

Issued, exercisable at $0.06 on or before 31 May 2026 22,000,000

Issued, exercisable at $0.06 on or before 31 May 2026 3,000,000

Unexercised options expired 31 December 2024 (12,000,000)

Unexercised options expired 19 April 2025 (2,000,000)

Unexercised options expired 30 June 2025 (1,000,000)

Unexercised options expired 30 September 2024 (5,000,000)

Unexercised options expired 15 December 2024 (4,000,000)

Unexercised options expired 31 March 2025 (4,000,000)

Unexercised options expired 30 June 2025 (4,000,000)

End of the financial year 207,770,048 108,491,605

22.3 Capital management policies and procedures

Management’s objectives when managing the capital of the company are to maintain a good debt to equity ratio,

provide the shareholders with adequate returns and to ensure that the company can fund its operations and continue

as a going concern.

The Company’s capital includes ordinary share capital, short-term borrowings, and financial liabilities, supported by

financial assets.

Management effectively manages the Company’s capital by assessing the Company’s financial risks and adjusting its

capital structure in response to changes in these risks and in the market. In making decisions to adjust its capital

structure the company considers not only its short-term position but also its long-term operational and strategic

objectives. In order to maintain or adjust the capital structure, the Company may return capital to shareholders, pay

dividends to shareholders or issue new shares.

Manuka Resources Ltd
For the year ended 30 June 2025


Notes to the Financial Statements (cont’d)


69 | Page


23 Reconciliation of cash flows from operating activities

(a) Details of the reconciliation of cash flows from operating activities are listed in the following table:

30 June

2025

30 June

2024

$ $

Cash flows from operating activities

Profit / (loss) for the period (16,876,465) (18,234,635)

Adjustments for non-cash items:

• depreciation and amortisation (272,776) 1,490,458

• discounting of provisions and financial assets 1,583,412 (474,841)

• sale of assets (cash and non-cash) (12,984) 160,208

• share/option based payments to directors - 62,599

• share/option based payments to suppliers and financiers 224,820 1,926,064

• accretion of interest and finance costs 8,926,005 6,734,350

• amortisation of borrowing costs - (612,452)

• unrealised foreign exchange 218,404 (54,032)


Change in operating assets and liabilities:

• change in trade and other receivables 5,636 271,106

• change in prepayments 20,211 349,746

• change in inventories (11,448) 2,080,894

• change in trade, other payables and related party advances 1,432,094 101,319

• change in contract liabilities - (968,646)

• change in provisions (440,294) (61,619)

Net cash provided by / (used in) operating activities (5,203,385) (7,229,481)


(b) The Company has undertaken a number of non-cash investing and financing activities. Details of the non-cash

financing activities which have resulted in the issue of shares are outlined above at Note 23(a). In addition, the

Company has issued or granted options in respect of non-cash financing and investing activities as outlined in the

table below.


30 June 2025 30 June 2024

# options $ # options $

Options issued to finance provider in respect of

financing and extension of financing

• Borrowings – capitalised finance expenses

• Finance costs



25,000,000

1,000,000



216,230

8,590



25,000,000

31,757,575



612,452

384,807

Options issued pursuant to share placement

• Other contributed equity


105,278,443


-


1,162,611


14,402

Total Options 131,278,443 224,820 57,920,186 1,011,661


Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

70 | Page

24 Earnings / (Loss) per share

30 June

2025

30 June

2024

$$

P

rofit / (loss) attributable to the owners of the Company used in calculating

basic and diluted loss per share (16,876,465)(18,234,635)

No o

f shares No of shares

Weighted average number of ordinary shares used as the denominator in

calculating basic and diluted loss per share * 799,187,468 678,125,728

Cents per share Cents per share


Basic earnings / (loss) per share

(2.11)

(2.69)

Diluted earnings / (loss) per share (a)

(2.11)

(2.69)

(a) As the Group made a loss for the year ended 30 June 2025, none of the potentially dilutive securities were included

in th

e calculation of diluted earnings per share for that year. These securities could potentially dilute basic earnings

per share in

the future.

* In a

ccordance with AASB 133 paragraph 26, the weighted average number of shares outstanding during the period

and for all periods presented shall be adjusted for events (such as a share consolidation) that have changed the number

of shares outstanding without a corresponding change in resource

s.

25 Reserves

25.1 Share based payments

Options over ordinary shares have been granted to employees and Directors from time to time, on a discretionary

basis. In addition, options have been issued to financiers and other parties as payment for goods and services. The

cost of these share-based payments is measured by reference to the fair value at the date at which they are granted

using an option pricing model. The options may be subject to service or other vesting conditions, and their fair value

is recognised as an expense together with a corresponding increase in other reserve equity over the vesting period.

The weighted average fair value of the options granted during the year was 2 cents. The fair values were determined

using a variation of the binomial option pricing model that takes into account factors such as the vesting period,

applying the following inputs:

30 Ju

ne

2025

30 June

2024

Weighted average exercise price (cents) 8 14

Weighted average life of the option (years)

1.5

1.7

Weighted average underlying share price (cents)

4

5

Weighted average expected share price volatility

89%

81%

Weighted average risk free interest rate

4.33%

4.35%

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

71 | Page

Set out below is a summary of the share-based payment options granted:

30 June 2025 30 June 2024

# Options

Weighted

average exercise

price cents # Options

Weighted

average exercise

price cents

Beginning of the year

108,491,605

14

90,705,685

20

Granted

131,278,443 6

57,920,1868

Forfeited

- -

-

Exercised

- -

-

Expired

(32,000,000) (21)

(40,134,266)(22)

Outstanding at year end 207,770,0488 108,491,60514

Exercisable at year end 207,770,048 8 108,491,605 14

The weighted average remaining contractual life of share options outstanding at the end of the financial year was 1

year (2024: 1.1 years), and the weighted average exercise price is 8 cents (2024: 14 cents).

During the year, share based payments of $nil (2024: $4,001,061) were made to suppliers and directors.

There was an addition to in the share option reserve of $224,820 (2024: $1,011,661) for the options issued during the

year ended 30 June 2025. The Company has elected to reclassify the value of the expired options from the reserve to

retained earnings to ensure the reserve balance reflects the value of unexpired options at 30 June 2025. At 30 June

2025 the total value of the share-based payment reserve is $1,701,146 (2024: $5,253,710).

26 Financial risk management

General objectives, policies and processes

In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments.

This note describes the Company’s objectives, policies and processes for managing those risks and the methods used

to measure them. Further quantitative information in respect of these risks is presented throughout these financial

statements.

There have been no substantive changes in the Company’s exposure to financial instrument risks, its objectives,

policies and processes for managing those risks or the methods used to measure them from previous periods unless

otherwise stated in this note.

Activities undertaken by the Company may expose the Company to market risk (including gold price risk, currency risk

and interest rate risk), credit risk and liquidity risk. The Board has overall responsibility for the determination of the

Company’s risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has

delegated the authority to its finance team, for designing and operating processes that ensure the effective

implementation of the objectives and policies of the Company. The Company's risk management policies and

objectives are therefore designed to minimise the potential impacts of these risks on the results of the Company where

such impacts may be material. The Board receives regular updates from Management through which it reviews the

effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting

the company’s competitiveness and flexibility.

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

72 | Page

At 30 June 2025, the Company held the following financial instruments:

30 June

2025

30 June

2024

Financial assets $$

Cash and cash equivalent

968,645

2,125,350

Trade and other receivables

8,696

14,332

Other financial assets

5,496,357

6,268,669

Total financial assets

6,473,698

8,408,351

Financial liabilities

Trade and other payables

8,467,206

7,241,171

Related party loans

273,242

238,522

Other interest-bearing loans (net of borrowing costs)

40,103,412

28,150,830

Lease liabilities

342,792

141,195

Total financial liabilities

49,186,652

35,771,718

The fair value of current and non-current financial instruments is assumed to approximate their carrying value.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, commodity prices, interest rates

and equity prices will affect the consolidated entity income or the value of its holdings of financial instruments.

The Group is exposed to the risk of fluctuations in prevailing market commodity prices on the gold and silver produced

from its silver and gold mines. The Group does not have any physical gold or silver delivery contracts in place as at 30

June 2025 (30 June 2024: Nil).

Derivative financial instruments and hedge accounting

Derivatives are only used for economic hedging purposes and not as speculative investments.

Changes in the market gold price will affect the derivative valuation at each reporting date. The objective of market

risk management is to manage and control market risk exposures within acceptable parameters, while optimising the

return. The consolidated entity enters into derivative financial instruments to hedge such transactions.

The Company’s risk management policy is to hedge between 0% to 60% of forecast gold/silver sales in local currency

over a rolling 24-month period. As at 30 June 2025 the Company had no hedge positions in place (2024: Nil).

Commodity price sensitivity

The carrying amount of derivative financial instruments are valued using appropriate valuations models with inputs

such as forward gold or silver prices. There were no open derivative instruments as at 30 June 2025 (2024: Nil). The

accounting policy for derivative financial instruments and hedge accounting is outlined above.

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative

instruments that do not qualify for hedge accounting are recognised immediately in the income statement. The

Company did not enter into any fair value hedges in 2025 (2024: Nil).

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

73 | Page

Credit risk

Credit risk is the risk that the other party to a financial instrument will fail to discharge their obligation resulting in the

Company incurring a financial loss. This usually occurs when debtors fail to settle their obligations owing to the

Company. The policy of the Company is that sales are only made to customers that are credit worthy. Credit limits for

each customer are reviewed and approved by Management.

Receivable balances are monitored on an ongoing basis. The Company has one Key Customer which is an LBMA

Accredited Refinery. To mitigate Credit Risk associated with its Key Customer, the Company has in place a contract

which ensures payment is received at the time of transfer of title and physical delivery of goods. To mitigate the credit

risk associated with cash and cash equivalents, contracts are taken out only with reputable financial institutions in

Australia.

The maximum exposure to credit risk at balance date in relation to each class of financial asset is the carrying amount

of those assets, which is net of impairment losses. Refer to the summary of financial instruments table above for the

total carrying amount of financial assets.

Liquidity risk

Liquidity risk is the risk that the Company may encounter difficulties raising funds to meet commitments associated

with financial instruments, e.g. borrowing repayments. Prudent liquidity risk management implies maintaining

sufficient cash and ensuring the availability of funding through an adequate amount of committed credit facilities.

The Company manages liquidity risk by continuously monitoring forecasted and actual cash flows, seeking the financial

support from its shareholders, finding debt providers and matching the maturity profiles of financial assets and

liabilities.

Maturity Analysis

The table below summarises the maturity profile of the Company’s financial liabilities based on contractual

commitments.

Carrying

Amount

Contractual

Cash flows

< 6 months 6- 12

months

1-3 years

$$$$$

2025

Non-derivatives

Trade and other payables

8,467,206 8,467,206 8,467,206 - -

Related party loans

273,242 316,960 21,859 295,101 -

Other interest-bearing loans

40,103,412 44,281,579 31,696,399 1,561,581 11,023,599

Lease liabilities

342,792 431,003 66,545 73,145 291,313

49,186,652 53,496,748 40,252,009 1,929,827 11,314,912

2024

Non-derivatives

Trade and other payables

7,241,171 7,241,171 7,241,171 - -

Related party loans

238,522 286,227 19,082 19,082 248,063

Other interest-bearing loans

28,150,830 32,503,549 8,063,888 14,394,302 10,045,359

Lease liabilities

141,195 141,195 113,51127,684-

35,771,718 40,172,142 15,437,652 14,441,068 10,293,422

Manuka Resources Ltd
For the year ended 30 June 2025


Notes to the Financial Statements (cont’d)


74 | Page


Foreign exchange risk

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in

a currency that is not the entity’s functional currency. The Group has not formalised a foreign currency risk

management policy however, it monitors its foreign currency expenditure considering exchange rate movements.

The Group is exposed to foreign exchange risk through the USD denominated debt facility obtained from its senior

secured lender and through the USD denominated working capital facility, refer Note 19.2. The Group’s exposure to

foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as follows:




30 June

2025

30 June

2024

$ $

Borrowings 36,016,329 27,612,107


The aggregate net foreign exchange gains/losses recognised in profit or loss were:



30 June

2025

30 June

2024

$ $

Net foreign exchange gain / (loss) recognised in profit or

loss


(244,639) 22,864


Sensitivity analysis

The following table demonstrates the sensitivity to a reasonably possible change in the USD:AUD exchange rate, with

all other variables held constant, of the Company’s profit/loss after tax (through the impact on USD denominated

financial liabilities).



30 June

2025

30 June

2024

$ $

USD:AUD exchange rate – increase 10% 3,274,212 2,510,192

USD:AUD exchange rate – decrease 10% (4,001,814) (3,068,012)


Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

75 | Page

Interest rate risk

Interest rate risk is the Company’s exposure to market risk for changes in interest rates relates primarily to cash and

interest-bearing liabilities. The Company's exposure to interest rate risk and the effective weighted average interest

rate by maturity periods is set out in the tables below:

Weighted

average

interest rate

Floating rates Fixed rates Non-interest

bearing

Total

$$$$

2025

Financial assets

Cash and cash equivalent -

- - 968,645 968,645

Trade and other receivables -

- - 8,696 8,696

Other financial assets -

- 5,496,357 -5,496,357

-5,496,357 977,341 6,473,698

Financial liabilities

Trade and other payables 0%

- - 8,467,206 8,467,206

Related party loans 16%

-273,242-273,242

Other interest-bearing loans 20%

16,675,319 19,341,0104,087,083 40,103,412

Lease liability 14%

-342,792-342,792

16,675,319 19,957,044 12,554,289 49,186,652

2024

Financial assets

Cash and cash equivalent - - -

2,125,350 2,125,350

Trade and other receivables - - -

14,33214,332

Other financial assets - - 6,268,669

-6,268,669

- 6,268,669

2,139,682 8,408,351

Financial liabilities

Trade and other payables 0% - -

7,241,172 7,241,172

Related party loans 16%-

238,522-238,522

Other interest-bearing loans 20%

10,770,116 16,640,542550,683 27,961,341

Lease liability 14% -

141,195

-

141,195

10,770,116 17,020,259 7,791,855 35,582,230

Sensitivity analysis

The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other

variables held constant, of the Company’s profit/loss after tax (through the impact on floating rate financial liabilities).

Carrying

amount

2025

Carrying

amount

2024

$

+1%-1%

$


+1%-1%

Borrowings at floating interest rate

16,675,319 166,753 (166,753)

10,770,116 107,701 (107,701)

Tax charge at 30% (2024: 30%)

(50,026) 50,026

(32,310) 32,310

Net after tax increase / (decrease)

116,727 (116,727)

75,391 (75,391)

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

76 | Page

27 Commitments for expenditure

27.1 Tenement Commitments

In order to maintain current rights of tenure to exploration tenements, the Company is required to perform minimum

work commitments over the terms of an exploration licence which includes exploration, environmental and

community consultation in work programmes lodged with the New South Wales Government on licence renewal.

Strict minimum expenditure requirements are no longer the sole criteria for working and retaining exploration licences

in NSW. Extenuating factors may be taken into account for renewal if limited exploration activities were undertaken.

These obligations are not provided for in the financial report.

30 June

2025

30 June

2024

$$

Not later than one year 1,077,606 1,138,667

Between 1 year and 5 years 620,653 4,351,333

1,698,259 5,490,000

Additionally, commitments are noted for the obligations for the environmental remediation of mine sites. The cost

estimates are outlined below (Note 32).

28 Contingent assets

and liabilities

28.1 Bank Guarantee to Cobar Shire Council and road rehabilitation

The Company has a term deposit with NAB to cover a bank guarantee of $200,000 (2024: $200,000) issued by the

National Australia Bank Limited to Cobar Shire Council. The bank guarantee is required by Cobar Shire Council to cover

the estimated cost of restoring the road to their pre-mining condition.

Due to the contingent nature of the asset and liability and the significant uncertainty of timing and because the cost

of necessary road repairs cannot be estimated with any degree of certainty.

28.2 Rental bond and office lease guarantee and indemnity

The Company has entered into a Deed of Indemnity in relation to a Lease Bond Facility with Lombard Insurance

Company Ltd. The Lease Bond Facility covers the Company’s guarantee and indemnity obligations in respect of the

office lease outlined at Note 18. The total facility as at 30 June 2025 was $107,484 (2024: $96,254).

29 Interests in Subsidiaries

Set out below are details of the subsidiaries held directly by the Group:

P

roportion of ownership

interests held by the Group

Name of the subsidiary

Place of incorporation and

place of business Principal activity

30 June

2025

30 June

2024

Mt Boppy Resources Pty Ltd Australia Gold Mine 100% 100%

Trans-Tasman Resources Ltd New Zealand Owner of iron ore

project

100% 100%

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

77 | Page

30 Par

ent Entity Information

Information relating to Manuka Resources Ltd (the Parent Entity):

30 June

2025

30 June

2024

$$

Current assets

234,624

1,755,350

Non-current assets

51,783,948

55,530,183

Total assets

52,018,572

57,285,533

Current liabilities

43,509,330

31,568,620

Non-current liabilities

6,612,655

7,081,334

Total liabilities

50,121,985

38,649,954

Net assets / (deficit)

1,896,587

18,635,579

Share capital

72,948,450

71,396,811

Share based payment reserve

1,701,146

5,253,711

Accumulated losses

(72,753,009)

(58,014,943)

Total equity

1,896,587

18,635,579

Statement of profit or loss and other comprehensive income

Profit / (loss) for the year

(19,855,950)

(18,016,979)

Other comprehensive income / (loss)

-

-

Total comprehensive profit / loss

(19,855,950)

(18,016,979)

The Paren

t Entity has contingent liabilities at the year-end as outlined in Note 28.

31 Relat

ed party transactions

31.1 Transactions with related parties and outstanding balances

The Company’s related parties include key management personnel, and others as described below. Unless otherwise

stated, no transaction included special terms and conditions, and no guarantees were given or received. Outstanding

balances are usually settled in cash.

Notes


30 June

2025

30 June

2024

$$

DETAILS OF TRANSACTIONS WITH RELATED PARTIES:

Details of related party transactions with ResCap

Investments Pty Ltd, an entity controlled by a member of

KMP:

-Interest charged on loan43,670 6,615

Details of related party transactions with Anna Karp,

an individual directly related to a member of KMP:

-Sale of motor vehicle32,500 -

DETAILS OF BALANCES WITH RELATED PARTIES:

Balance of loan

with Manuka Resources Ltd

- payable to ResCap Investments Pty Ltd19.2(a) 273,242 238,522

Manuka Resources Ltd
For the year ended 30 June 2025


Notes to the Financial Statements (cont’d)


78 | Page


31.2 Transactions with key management personnel

Key management personnel remuneration includes the following expenses:



30 June

2025

30 June

2024

$ $

Short-term employee benefits 938,793 921,550

Post-employment benefits 58,141 32,737

Long-term benefits 12,418 -

Share-based payments - 111,907

Total remuneration 1,009,351 1,066,194


Detailed remuneration disclosures are provided in the remuneration report on pages 29 to 34.

32 Guarantees and Facilities

As at 30 June 2025, the Company and its subsidiaries hold the following guarantees:

Manuka Resources Limited

The Company has a guarantee amounting to $5,515,000 (2024: $5,515,000). This facility is primarily

dedicated to supporting activities related to the Wonawinta Silver Mine, including mine closure

rehabilitation and project-specific financial commitments as described in note 19.3 Other Financial Assets.

The obligation required by the regulator is $6,658,000.


Mt Boppy Resources Pty Ltd (Subsidiary)

Mt Boppy Resources, a subsidiary of Manuka Resources, has a separate guarantee amounting to

$1,365,000 (2024: $1,365,000). This facility is primarily dedicated to supporting activities related to the

Mt Boppy Gold Mine, including mine closure rehabilitation and project-specific financial commitments as

described in note 19.3 Other Financial Assets.

These guarantees are currently secured against deposits held by the National Australia Bank Limited.

33 Subsequent Events

Apart from the matters mentioned below, there are no other matters or circumstances that have arisen since the

end of the period that has significantly affected or may significantly affect either

the entity’s operations in future

financial years, the results of those operations in future financial years or the entity’s state of affairs in

future financial years.

Secured Debt Facility Repayment

Since the end of the reporting period, the Company has been informed that the existing senior debt facility

US$12.4 million has been assigned to existing (non-related) shareholders utilising a trust structure (Trust Debt). In

addition, the repayment date has been extended to 31 March 2026. The Company will reimburse the Trust Debt

for market related fees & expenses in consideration for the extension.

Conversion of Convertible Note

On 5th August 2025, a Convertible Note holder converted a convertible note with a face value of $2,400,000 plus

interest to 65,652,501 fully paid ordinary shares in the Company.

Manuka Resources Ltd
For the year ended 30 June 2025

Notes to the Financial Statements (cont’d)

79 | Page

34 Company Details

The registered office and principal place of business of the Company is:

Manuka Resources Ltd

Level 4, Grafton Bond Building

201 Kent Street, Sydney, New South Wales 2000

Manuka Resources Ltd 80
For the year ended 30 June 2025

80 | Page

Consolidated Entity Disclosure Statement

For the year ended 30 June 2025:

Entity Name Entity Type Country of

Incorporation

Ownership

Interest %

Tax

residency

Manuka Resources Ltd Body corporation Australia n/a Australian

Mt Boppy Resources Pty Ltd Body corporation Australia 100% Australian

Trans-Tasman Resources Ltd Body corporation New Zealand 100% New Zealand

Manuka Resources Ltd 81
For the year ended 30 June 2025

81 | Page

Directors’ Declaration

In the opinion of the Directors of Manuka Resources Ltd:

a The financial statements and notes of Manuka Resources Ltd are in accordance with the Corporations Act 2001,

including:

i.Giving a true and fair view of the consolidated entity’s financial position as at 30 June 2

025 and of its

performance

for the financial year ended on that date; and

ii.Complying with Accounting Standards, the Corporations Regulations 2001 and other mandato

ry

professional reporting requirements;

iii.The a

ttached financial statements and notes comply with International Financial Reporting Standards as

issued by the International Accounting Standards Board as described in note 1 to the financial statements;

b There are reasonable grounds to believe that Manuka Resources Ltd will be able to pay its debts as and when

they become due and payable; and

c The information disclosed in the attached consolidated entity disclosure statement is true and correct.

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.

Signed in accordance with a resolution of the directors.

Dennis Karp

Executive Chairman

Dated the 30

th

day of September 2025


RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the

members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm

which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

RSM Australia Partners

Level 7, 1 Martin Place

Sydney

NSW 2000

Australia

T +61 (02) 8226 4500

F +61 (02) 8226 4501

rsm.com.au

INDEPENDENT AUDITOR’S REPORT

To the Members of Manuka Resources

Limited

REPORT ON THE AUDIT OF THE FINANCIAL REPORT

Qualified Opinion

We have audited the financial report of Manuka Resources Limited (the Company) and its controlled entities

(collectively the Group), which comprises the consolidated statement of financial position as at 30 June 2025, the

consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes

in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial

statements, including material accounting policy information, the consolidated entity disclosure statement and the

directors' declaration.

In our opinion, except for the matter described in the Basis for Qualified Opinion section of our report, the

accompanying financial report of the Company is in accordance with the Corporations Act 2001, including:

(i)

giving a true and fair view of the Group's financial position as at 30 June 2025 and of its financial

performance for the year then ended; a

nd

(ii)

complying with Australian Accounting Standards and the Corporations Regulations 20

01.

Basis for Qualified Opinion

Includ

ed in Note 16 and Note 17 of the financial statements are exploration and development assets and property,

plant and equipment of $37,934,470 and $13,752,823 respectively. Additionally, in Note 18 of the financial

statements are Right of Use assets of $334,568. As stated in Note 3.2, the ability of the Group to continue as a

going concern and realise the value of these assets is dependent on a number of factors, the most significant of

which is its ability to refinancing its existing current debt facilities and/or raising additional funds in the capital

markets and managing its long-dated creditors.

We were unable to obtain sufficient appropriate evidence in relation to the carrying amount of these assets at

30 June 2025 as the Group has identified indicators of impairment but does not presently have sufficient

information to determine the recoverable amount. The Group is required to assess the recoverable amount with

reference to a discounted cash flow model, however the mine and production plan to be included in this model

cannot be determined at this time as it is dependent on the Group’s ability to raise additional funds from the capital

markets while continuing to negotiate further loan extensions. Consequently, we were unable to determine

whether any adjustments to these carrying amounts were necessary.

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of

our report. We are independent of the Group in accordance with the auditor independence requirements of the

Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s

APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial

report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.


82 | Page

We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Group, would be in the same terms if given to the directors as at the time of this auditor’s

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

qualified opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 3.2 in the financial report, which indicates that the Company incurred a net loss of

$16,876,465 during the year ended 30 June 2025 and, as of that date, the Group's current liabilities exceeded its

total assets by $47,880,425. As stated in Note 3.2, these events or conditions, along with other matters as set

forth in Note 3.2, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability

to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the financial report of the current period. These matters were addressed in the context of our audit of the financial

report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matters described in the Material Uncertainty Related to Going Concern section and in the Basis

for Qualified Opinion section, we have determined the matter described below to be the key audit matter to be

communicated in our report.

Key Audit Matter

How our audit addressed this matter

Rehabilitation provisions

Refer to Note 21.1 in the financial statements

As a result of the Group's past activities, there

is an obligation to rehabilitate and restore mine

sites. As at 30 June 2025, the Group has

brought to account rehabilitation provisions of

$7,513,935.

We considered this to be a key audit matter due

to the significant management judgement and

estimates involved in assessing the

rehabilitation provisions including:

Determination of costs to be incurred in

future years and its timing.

 Complexity involved in the

quantification of the provision based on

areas disturbed; and

The methodology used to calculate the

provision amount to ensure

compliance with Australian Accounting

Standards.

Our audit procedures included, among others:

Obtaining an understanding of the process involved

in the determination of the provisions

.


Checking the mathematical accuracy of the model

used to calculate the prov

isions


Assessing the reasonableness of the inflation rate,

discount rate and timing of the rehabilitation

cashflows assumptions used in the model.

 Checking mining activity and evaluating estimate

d

co

sts by agreeing inputs used in the provision model

to advice from management's expe

rt.


Ensuring the movement in the provision has been

accounted for in accordance with Australian

Accounting Standards; and

Assessing the appropriateness of the disclosures in

the financial report

83 | Page

Accounting for Convertible Loan Notes
Refer to Note 19.2 in the financial statements

The Group has convertible loan notes with a

carrying value of $3,117,754 as at 30 June

2025. The convertible notes include the option

to convert the principle into shares or be repaid

in cash upon the note holder’s request.

Accounting for convertible notes has been

considered a key audit matter due to the

complexity of the accounting treatment

required under Australian Accounting

standards.

Our audit procedures included, among others:

Reviewing the convertible note deed, to evaluate it

s

terms

.

Evaluating the accounting treatment proposed to

determine whether it is in compliance with Australian

Accounting Standards.

Evaluating the reasonableness of assumptions and

key inputs to the valuation model provided by

management’s by obtaining external confirmation

s

and.


Assessing the appropriateness of the disclosures in

respect of the borrowings and the financial liability.

Othe

r Information

The directors are responsible for the other information. The other information comprises the information included

in the Group's annual report for the year ended 30 June 2025 but does not include the financial report and the

auditor's report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any

form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial report or our knowledge

obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of:

a.

the financial report (other than the consolidated entity disclosure statement) that gives a true and fair

view in accordance with Australian Accounting Standards and the Corporations Act 2001; an

d

b.

the consolidated entity disclosure statement that is true and correct in accordance with the Corporatio

ns

Act 2001, and

for su

ch internal control as the directors determine is necessary to enable the preparation of:

i.

the financial report (other than the consolidated entity disclosure statement) that gives a true and fair

view and is free from material misstatement, whether due to fraud or error; an

d

ii.

the consolidated entity disclosure statement that is true and correct and is free of misstatement, whethe

r

due to fraud

or erro

r.

84 | Page

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic

alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from

material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance

with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and

Assurance Standards Board website at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf

This description forms part of our auditor's report.

REPORT ON THE REMUNERATION REPORT

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 27 to 34 of the directors' report for the year ended

30 June 2025.

In our opinion, the Remuneration Report of Manuka Resources Limited for the year ended 30 June 2025, complies

with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report

in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the

Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

C J Hume

Partner

RSM Australia Partners

Sydney, 30 September 2025

85 | Page

Manuka Resources Ltd 86
For the year ended 30 June 2025

86 | Page

ASX Additional Information

Additional information required by Australian Securities Exchange Ltd and not shown elsewhere in

this report is as follows. The information is current as at 29 September 2025.

(a) Distribution of equity securities

Analysis of numbers of equity security holders by size of holding:

Ordinary shares

Number of holders Number of shares

1 - 1,000 128 75,724

1,001 - 5,000 430 1,138,071

5,001 - 10,000 340 2,887,302

10,001 - 100,000 815 31,443,732

100,001 and over 534 1,029,840,022

2,247 1,065,384,851

The number of equity security holders holding less than a

marketable parcel of securities are: 960 5,136,005

(b) Twenty largest shareholders

Twenty larges

t quoted equity security holders

The names of the twenty largest holders of quoted ordinary shares are:

Listed ordinary shares

Number of shares

Percentage of

ordinary shares

1 ROSENBERG GROUP 139,442,729 13.09%

2 MR ANTANAS GUOGA 72,401,509 6.80%

3 CITICORP NOMINEES PTY LIMITED 58,020,391 5.45%

4 SHARESIES AUSTRALIA NOMINEE PTY LIMITED 51,392,661 4.82%

5 MINVEST SECURITIES (NEW ZEALAND) LIMITED 49,375,887 4.63%

6 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 36,990,414 3.47%

7 SOOTHGROVE PTY LTD 35,982,915 3.38%

8 TENNANT METALS SOUTH AFRICA PTY LTD 32,427,194 3.04%

9 BUTTONWOOD NOMINEES PTY LTD 30,497,5382.86%

10 BNP PARIBAS NOMINEES PTY LTD 25,505,996 2.39%

11 S T B OFFSHORE LIMITED23,900,0002.24%

12 MR ANDREW LOUIS CHARLES BEREND 19,921,055 1.87%

13 BNP PARIBAS NOMINEES PTY LTD 18,606,301 1.75%

14 R-CAP RESOURCES GP SA15,535,526 1.46%

15 UBS NOMINEES PTY LTD 13,054,464 1.23%

16 SPINITE PTY LTD 12,815,751 1.20%

17 MR MATTHEW DAVID ROSENBERG 12,414,651 1.17%

18 MR YONGLU YU 10,926,316 1.03%

19 MR GEORGE WONG KIM PAU 10,598,000 0.99%

20 ALAN JOHN EGGERS SUPER A/C 10,000,000 0.94%

Total

679,809,29863.81%

Total issued

capital - selected security class(es)

1,065,384,851100.00%

Manuka Resources Ltd 87
For the year ended 30 June 2025



87 | Page


(c) Substantial shareholders

The names of substantial shareholders are:


Number of Shares % Issued Capital

ROSENBERG GROUP 139,442,72913.09%

MR ANTANAS GUOGA 72,401,5096.80%

ALAN J EGGERS AND ASSOCIATES 61,375,8875.76%

DENNIS KARP 60,212,7885.65%

CITICORP NOMINEES PTY LIMITED 58,020,3915.45%


(d) Voting rights

All ordinary shares (whether fully paid or not) carry one vote per share without restriction.


(e) Schedule of interests in mining tenements as at 29 September 2025

Location: Wonawinta Silver Project is situated approximately 90 kilometres to the south of Cobar,

NSW, and comprises one (1) granted mining lease and seven (7) granted exploration licences as

below, plus processing plant and associated infrastructure.

Tenement

Percentage held / earning Change during period

ML1659 100% -

EL6482 100% -

EL7345 100% -

EL6155 100% -

EL6302 100% -

EL7515 100% -

EL6623 100% -

EL8498 100% -


Location: Mt Boppy Gold Project is situated approximately 45 kilometres east of Cobar, NSW,

adjacent to the Barrier Highway. The Project comprises four (4) gold leases, two (2) mining leases,

one (1) mining purpose lease and one (1) exploration licence which encompasses the MLs and

extends the project area to the south.

Tenement

Percentage held / earning Change during period

GL3255 100% -

GL5836 100% -

GL5848 100% -

GL5898 100% -

ML311 100% -

ML1681 100% -

MPL240 100% -

EL5842 100% -


Location: Tenement Location: Taranaki VTM Project is situated offshore in the South Taranaki Bight

along the west coast of the North Island, New Zealand. Tenements acquired as a result of the

acquisition

20

of TTR comprise one granted mining permit and one granted exploration permit.

Tenement

Percentage held / earning Change during period

MMP55581 100% 100%

MEP54068 100% 100%



20

ASX disclosure 11 November 2022

Manuka Resources Ltd 88
For the year ended 30 June 2025



88 | Page


(f) Unquoted Securities

At 29 September 2025, the Company had the following unlisted securities on issue:

Holders of 20% or more of the class

Class

Number of

Securities

Numbe

r of

Holders Holder Name

Number of

Securities

$0.17 options, expiring

16/12/2025 19,571,419

60 Citicorp Nominees Pty Ltd 4,761,904

$0.10 options, expiring

31/12/2025

25,757,575 1 TENNANT METALS SOUTH

AFRICA

25,757,575

$0.05 options, expiring

17/11/2025

10,000,000 1 TA Private Capital Security

Agent Ltd

10,000,000

$0.08 options, expiring

24/01/2026

5,000,000 1 TA Private Capital Security

Agent Ltd

5,000,000

$0.08 options, expiring

31/03/2026

5,000,000 1 TA Private Capital Security

Agent Ltd

5,000,000

$0.11 options, expiring

03/04/2027

5,000,000 1 BURNVOIR CORPORATE

FINANCE LTD

5,000,000

$0.06 options, expiring

15/05/2026

106,441,054 62 CLAYMORE CAPITAL PTY

LTD Nominated

106,441,054

$0.04 options, expiring

30/06/2026

5,000,000 1 TA Private Capital Security

Agent Ltd

5,000,000

$0.06 options, expiring

31/05/2026 25,000,000

1 TA Private Capital Security

Agent Ltd 25,000,000

$0.06 options, expiring

29/05/2026 1,000,000

1 CLAYMORE CAPITAL PTY

LTD

1,000,000


(f) Restricted Securities

At 29 September 2025, the Company had no restricted securities on issue.


(h) Approach to Corporate Governance

Manuka Resources Ltd ACN 611 963 225 (Company) has established a corporate governance framework

commencing from when the Company was admitted to the official list of ASX. In establishing its corporate

governance framework, the Company has referred to the recommendations set out in the ASX Corporate

Governance Council's Corporate Governance Principles and Recommendations 4

th

edition (Principles &

Recommendations). The Company has followed each recommendation where the Board has considered the

recommendation to be an appropriate benchmark for its corporate governance practices.

The following governance-related documents can be found on the Company's website at

www.manukaresources.com.au, under the section marked "Investor Hub > Corporate Governance":

Charters

 Board

 Audit, Risk and Sustainability Committee

 Nomination Committee

 Remuneration Committee

 Finance Committee

Manuka Resources Ltd 89
For the year ended 30 June 2025



89 | Page


Policies and Procedures

 Corporate Code of Conduct

 Disclosure - Performance Evaluation

 Continuous Disclosure

 Risk Management Policy

 Trading Policy

 Diversity Policy

 Shareholder Communication Strategy

 Sustainability Policy

 Hedging Policy

 Whistleblower Policy


For the financial year ended 30 June 2025 (Reporting Period) the Company has adopted the 4

th

edition of the

Corporate Governance Principles and Recommendations released by the ASX Corporate Governance Council. The

Company’s 2025 Annual Corporate Governance Statement has been approved by the Board and is publicly available

on the Company’s website at https://manukaresources.com.au/corporate-governance. It will also be released to

the ASX at the same time as this 2025 Annual Report.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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