RNS Number : 5995W
Celsius Resources Limited
13 March 2026
ASX/AIM RELEASE
13 March 2026
Interim Results
_______________________________________________________________________________
Celsius Resources Limited ("Celsius" or the "Company") (ASX,AIM:CLA) announces its interim results for the six months ended 31 December 2025.
A copy of the report is also available on the Company's website: https://celsiusresources.com.
This announcement has been authorised for release by the Board.
This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
Celsius Resources Contact Information
Level 5, 191 St. Georges Terrace
Perth WA 6000
PO Box 7059
Cloisters Square PO
Perth WA 6850
P: +61 8 9324 4516
E: info@celsiusresources.com.au
W: www.celsiusresources.com
Zeus (Nominated Adviser & Broker) James Joyce/ James Bavister
P: +44 (0) 20 3 829 5000
Review of operations
The loss for the consolidated entity after providing for income tax and non-controlling interest amounted to $2,173,284 (31 December 2024: $7,359,463).
Makilala Mining Company, Inc. ("MMCI"), an affiliate of Celsius in the Philippines, is nearing completion of the Front-End Engineering Design and Definitive Feasibility Study("DFS") to support the development of its flagship Maalinao-Caigutan-Biyog Copper-Gold Project ("MCB Project") in the Cordillera Administrative Region.
With more than 90 percent of deliverables finalized, major components-including mine design, process plant layout, and surface infrastructure planning-are already in place.
Supporting this progress is the completion of the Geotechnical and Hydrogeological drilling program which produced a comprehensive dataset critical to design optimization. Hydrogeological investigations also provided critical insights into rock mass permeability, groundwater conditions, and hydraulic conductivity which are essential for slope stability, groundwater management, and preliminary infrastructure design.
Significant milestone was also achieved with the release of the JORC-Compliant 2025 Mineral Resource Estimate and Maiden Ore Reserve Statement. The 2025 MRE reflects an increase of 5 Mt bringing the global resource to 343 Mt @ 0.46% copper and 0.12 g/t gold. This equates to 1.6 Mt of contained copper and 1.4 Moz of contained gold, reported at a preferred lower cutoff grade of 0.2% copper. The updated MRE has substantially improved confidence in the resource base. Strengthening of the Measured category confirmed the continuity of copper mineralisation, while refined boundaries of mineralised zones provided a clearer picture of higher-grade domains. Additional diamond drilling delineated shallow high-grade copper mineralisation, enhancing grade distribution at higher cutoff grades.
The underground Ore Reserve totals 130.2 million tonnes at 0.66% copper and 0.21 g/t gold, containing 856,000 tonnes of copper and 891,000 ounces of gold at a copper equivalent grade of 0.84%. This reserve now forms the basis of the mine plan and underpins financing discussions with potential partners and institutions.
Metallurgical testwork has reinforced confidence in the MCB Project, with recent drilling confirming consistent high-grade copper mineralisation beyond resource model expectations. These results validate the robustness of the deposit and support ongoing assessments. Studies further show the project can reliably produce high-quality copper and gold concentrates, strengthening its technical and economic foundations.
Together, the updated Mineral Resource Estimate, Maiden Ore Reserve, and metallurgical results provide a solid technical and economic foundation for mine development, financing, and long-term operations.
As part of preparations for early works and construction, MMCI advanced key regulatory processes to ensure compliance and operational readiness.
The National Water Resources Board (NWRB) granted MMCI a conditional water permit, authorizing the initiation of water use activities essential for project operations. Compliance obligations include installing calibrated water measuring devices and submitting quarterly utilization reports. These measures allow the NWRB to validate withdrawals, assess sustainability, and safeguard community water rights. Transition to a permanent permit will depend on MMCI's continued adherence to these requirements.
For land preparation, MMCI has formally submitted its application for a Tree-Cutting Permit to the Department of Environment and Natural Resources (DENR). The submission package includes site plans, environmental impact assessments, and compliance documentation, demonstrating adherence to regulatory standards. This process is aligned with the finalized mine design and layout, identifying specific zones where tree removal may be necessary for infrastructure. Coordination with DENR officials is ongoing to facilitate review and ensure timely issuance of the permit in line with project schedules.
To streamline construction permitting, MMCI developed a draft Memorandum of Agreement and Implementation Plan. Consultations with the Local Government Unit of Pasil are scheduled to refine provisions and formalize the agreement, ensuring transparency and efficiency in the permitting process.
In parallel with technical studies, MMCI has continued to strengthen its partnership with the host community through a series of strategic social and economic initiatives that build local capacity and promote sustainable development. These interventions are anchored on transparency, inclusivity, and long-term impact.
Regular stakeholder meetings ensure open communication, collaborative decision-making, and accountability in project implementation. Skills training and workforce development programs, delivered in partnership with TESDA and local providers, enhance employability while supporting community infrastructure projects. Educational assistance and scholarships expand the local talent pool, cultivating future professionals-including Mining Engineering scholars-who can contribute to the industry and regional growth.
Complementing these efforts, MMCI has also provided healthcare services to address immediate needs and strengthen community resilience. Together, these initiatives reinforce trust, empower individuals, and weave social responsibility into the fabric of project development, ensuring that the benefits of the MCB Copper-Gold Project extend meaningfully to its host community.
Botilao Copper-Gold Prospect, Philippines
MMCI is actively progressing the renewal of its tenement permit, a critical regulatory requirement to sustain exploration and development activities at the MCB Copper-Gold Project. The renewal process involves the preparation and submission of comprehensive work programs that cover Exploration, Environmental Management, and Community Development.
Sagay Copper-Gold Project, Philippines
Tambuli Mining Company, Inc. ("TMCI"), a wholly owned subsidiary of Celsius in the Philippines, continues to comply with the key requirements for the approval of its Declaration of Mining Project Feasibility ("DMPF") application.
Opuwo Cobalt Project, Namibia
Several parties have expressed interest in acquiring this Project and are continuing with their due diligence. As of the date of this report, no binding agreement has been reached and, although discussions are continuing, there can be no certainty that any binding agreement will be reached or the timing of any such agreement.
The Opuwo tenement permit EL4346 is due for renewal. The Company has lodged the necessary documentation to have the permit renewed with the Ministry of Mines. The tenement remains active until such time that it is renewed by the Ministry of Mines and the Company is continuing discussions on the renewal process with the Namibian authorities.
Cullarin West Project, Australia
The Company is in the process of relinquishing its interest in this project. No development activities were conducted during the half year ended 31 December 2025.
Statement of profit or loss and other comprehensive income
For the half-year ended 31 December 2025
Note
31 Dec 2025
31 Dec 2024
$
$
Revenue
Other income
1,653
77
Expenses
Directors' and employee benefits expense
(260,154)
(157,518)
Travel and accommodation
(44,204)
(17,568)
Depreciation and amortisation expense
(44,003)
(10,825)
Legal and other professional fees
(282,320)
(417,046)
Exploration expenditure
(1,015,315)
(281,874)
Other expenses
(588,401)
(393,345)
Foreign exchange loss
78,618
12,910
Loss before income tax expense from continuing operations
(2,154,126)
(1,265,189)
Income tax expense
-
-
Loss after income tax expense from continuing operations
(2,154,126)
(1,265,189)
Loss after income tax expense from discontinued operations
4
(19,158)
(6,094,274)
Loss after income tax expense for the half-year
(2,173,284)
(7,359,463)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
(665,127)
803,491
Other comprehensive income for the half-year, net of tax
(665,127)
803,491
Total comprehensive income for the half-year
(2,838,411)
(6,555,972)
Loss for the half-year is attributable to:
Non-controlling interest
-
-
Members of parent entity
(2,173,284)
(7,359,463)
(2,173,284)
(7,359,463)
Total comprehensive income for the half-year is attributable to:
Member of parent entity - discontinuing operations
-
-
Member of parent entity
(2,838,342)
(6,576,995)
(2,838,411)
(6,555,972)
Cents
Cents
Earnings per share for loss from continuing operations attributable to the owners of Celsius Resources Limited
Basic earnings per share
(0.07)
(0.05)
Diluted earnings per share
(0.07)
(0.05)
Earnings per share for loss from discontinued operations attributable to the owners of Celsius Resources Limited
Basic earnings per share
0.00
(0.24)
Diluted earnings per share
0.00
(0.24)
Earnings per share for loss attributable to the owners of Celsius Resources Limited
Basic earnings per share
(0.07)
(0.29)
Diluted earnings per share
(0.07)
(0.29)
Statement of financial position
As at 31 December 2025
Note
31 Dec 2025
30 Jun 2025
Assets
$
$
Current assets
Cash and cash equivalents
2,157,612
4,368,851
Trade and other receivables
251,058
38,826
Other current assets
81,394
158,645
2,490,064
4,566,322
Fixed assets classified as held for sale
3,453
3,159
Assets of disposal groups classified as held for sale
5
3,044,423
3,042,006
Total current assets
5,537,940
7,611,487
Non-current assets
Exploration and evaluation
6
32,394,827
23,635,393
Mine development
444,831
444,831
Property, plant and equipment
334,241
264,876
Right of use asset
106,979
143,016
Total non-current assets
33,280,878
24,488,116
Total assets
38,818,818
32,099,603
Liabilities
Current liabilities
Trade and other payables
1,363,315
693,645
Other liabilities
1,838,920
1,699,220
Lease liabilities
45,170
33,592
Liabilities directly associated with assets classified as held for sale
7
54,302
49,680
Total current liabilities
3,301,707
2,476,137
Non-current liabilities
Interest bearing liabilities
8
10,852,138
3,073,552
Lease liabilities
67,788
98,009
Total non-current liabilities
10,919,926
3,171,561
Total liabilities
14,221,633
5,647,698
Net assets
24,597,185
26,451,905
Equity
Issued capital
9
86,802,161
85,852,075
Reserves
10
(1,915,041)
(1,283,588)
Accumulated losses
(60,289,133)
(58,115,849)
Equity attributable to the owners of Celsius Resources Limited
24,597,987
26,452,638
Non-controlling interest
11
(802)
(733)
Total equity
24,597,185
26,451,905
Statement of changes in equity
For the half-year ended 31 December 2025
Issued
Accumulated
Share based payments
Foreign currency translation
Non-controlling
Total equity
capital
losses
reserve
reserve
interest
Consolidated
$
$
$
$
$
$
Balance at 1 July 2024
81,188,958
(50,545,981)
502,759
(2,722,158)
(1,748)
28,421,830
Loss after income tax expense for the half-year
-
(7,359,463)
-
-
-
(7,359,463)
Other comprehensive income for the half-year, net of tax
-
-
-
782,468
21,023
803,491
Total comprehensive income for the half-year
-
(7,359,463)
-
782,468
21,023
(6,555,972)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs
1,680,172
-
-
-
-
1,680,172
Share-based payments
-
-
144,795
-
-
144,795
Balance at 31 December 2024
82,869,130
(57,905,444)
647,554
(1,939,690)
19,275
23,690,825
Issued
Accumulated
Share based payments
Foreign currency translation
Non-controlling
Total equity
capital
losses
reserve
reserve
interest
Consolidated
$
$
$
$
$
$
Balance at 1 July 2025
85,852,075
(58,115,849)
1,038,450
(2,322,038)
(733)
26,451,905
Loss after income tax expense for the half-year
-
(2,173,284)
-
-
-
(2,173,284)
Other comprehensive income for the half-year, net of tax
-
-
-
(665,058)
(69)
(665,127)
Total comprehensive income for the half-year
-
(2,173,284)
-
(665,058)
(69)
(2,838,411)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs
983,691
-
-
-
-
983,691
Share-based payments
(33,605)
-
33,605
-
-
-
Balance at 31 December 2025
86,802,161
(60,289,133)
1,072,055
(2,987,096)
(802)
24,597,185
Statement of cash flows
For the half-year ended 31 December 2025
Note
31 Dec 2025
31 Dec 2024
Cash flows from operating activities
$
$
Payments to suppliers and employees (inclusive of GST)
(2,144,389)
(1,091,926)
Interest received
1,678
Net cash used in operating activities
(2,142,711)
(1,091,926)
Cash flows from investing activities
Payments for property, plant and equipment
(122,906)
(38,840)
Payments for exploration and evaluation
(9,036,781)
(1,134,168)
Net cash used in investing activities
(9,159,687)
(1,173,008)
Cash flows from financing activities
Proceeds from issue of shares
9
1,069,453
1,807,295
Share issue transaction costs
(85,761)
(182,327)
Proceeds from loans
8,215,411
-
Net cash from financing activities
9,199,103
1,624,968
Net decrease in cash and cash equivalents
(2,103,295)
(639,969)
Cash and cash equivalents at the beginning of the financial half-year
4,368,851
1,599,725
Effects of exchange rate changes on cash and cash equivalents
(107,944)
24,724
Cash and cash equivalents at the end of the financial half-year
2,157,612
984,480
Notes to the financial statements
Note 1. Material Accounting Policies
The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 'Interim Financial Reporting'. Compliance with AASB 134 ensures compliance with International Accounting Standard 34 'Interim Financial Reporting'.
The half-year financial report does not include full disclosures of the type normally included in an annual financial report. It is recommended that this half-year financial report be read in conjunction with the annual financial report for the year ended 30 June 2025 and any public announcements made by Celsius Resources Limited during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001.
The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted in the annual financial report for the year ended 30 June 2025.
Going concern
The financial statements have been prepared on the going concern basis that contemplates the continuity of normal business activities and the realisation of assets and extinguishment of liabilities in the ordinary course of business.
As disclosed in the financial statements, the Group incurred a loss for the half-year of $2,173,284 and had net cash out-flows from operating activities of $2,142,711 and from investing activities of $9,159,687 for the half-year ended 31 December 2025.
These factors indicate a material uncertainty which may cast significant doubt as to whether the consolidated entity 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 Directors believe that there are reasonable grounds to believe that the consolidated entity will be able to continue as a going concern, after consideration of the following factors:
· Throughout the second half of 2025 and as per the terms of the First OLSA between MMCI and MIC, drawdown of funds has been transferred to continue the Feasibility Study update and FEED programs. A total of US$7.5 million has been transferred into MMCI up to 31 December 2025;
· Completion of a capital raising in February 2026 achieving AUD 9.3 million before costs (Net AUD 8.7 million);
· The Group's ability to reduce expenditure as and when required including, but not limited to, reviewing all expenditure for deferral or elimination, until the Group has sufficient funds; and
· Ability of the Group to raise further funds through subsequent capital raisings as evidenced during the current financial year.
Accordingly, the Directors believe that the consolidated entity 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 consolidated entity does not continue as a going concern.
Note 2. Critical accounting judgements, estimates and assumptions
The directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the consolidated entity.
There have been no judgements, apart from those involving estimation, in applying accounting policies that have a significant effect on the amounts recognised in these financial statements.
Following is a summary of the key assumptions concerning the future and other key sources of estimation at reporting date that have not been disclosed elsewhere in these financial statements:
Exploration and evaluation expenditure
Exploration and evaluation costs have been capitalised on the basis that activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised.
Share based payment transactions
The consolidated entity measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using an appropriate valuation model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
New and Revised Accounting Standards and Interpretations
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.
Note 3. Segment information
The consolidated entity operates within two geographical segments within the mineral exploration and extraction industry, being Australia, Namibia and Philippines. The segment information provided to the chief operating decision maker is as follows:
Corporate activities
Exploration & corporate activities
Exploration & corporate activities
Australia
Namibia
Philippines
Consolidated
$
$
$
$
Six months ended 31 December 2025
Interest revenue
1,059
-
594
1,653
Total income
1,059
-
594
1,653
Segment results before income tax
(974,384)
(19,158)
(1,179,742)
(2,173,284)
Loss before income tax
(973,325)
(19,158)
(1,179,148)
(2,171,631)
Segment assets
882,552
3,052,036
34,884,230
38,818,818
Segment liabilities
(117,359)
(54,302)
(14,049,972)
(14,221,633)
Net assets
765,193
2,997,734
20,834,258
24,597,185
Six months ended 31 December 2024
Interest revenue
-
-
77
77
Intersegment revenue
-
108,718
-
108,718
Intersegment elimination
(108,718)
-
-
(108,718)
Total income
(108,718)
108,718
77
77
Segment results before income tax
(827,351)
(6,094,274)
(437,838)
(7,359,463)
Loss before income tax
(827,351)
(6,094,274)
(437,838)
(7,359,463)
Segment assets
1,053,597
3,048,872
21,333,143
25,435,612
Segment liabilities
(399,433)
(43,531)
(1,301,823)
(1,744,787)
Net assets
654,164
3,005,341
20,031,320
23,690,825
Note 4. Discontinued operations
Consolidated
31 Dec 2025
31 Dec 2024
$
$
Discontinued other income - debt forgiveness
-
108,718
Legal and other professional fees
(18,829)
(23,578)
Other expenses
(329)
(4,322)
Depreciation
-
-
Travel and accommodation
-
-
Impairment of exploration expenditure
-
(6,175,092)
Total expenses
(19,158)
(6,202,992)
Loss before income tax expense
(19,158)
(6,094,274)
Income tax expense
-
-
Loss after income tax expense from discontinued operations
(19,158)
(6,094,274)
Note 5. Assets of disposal groups classified as held for sale
Consolidated
31 Dec 2025
30 Jun 2025
$
$
Other current assets
22,048
20,171
Exploration and evaluation
3,016,025
3,016,025
Prepayments
6,350
5,810
3,044,423
3,042,006
During the 2024 reporting period, the board has decided to reclassify the Opuwo Cobalt Group, View Nickel Pty and Cullarin Metals Pty to Assets Held for Sale. As part of this reclassification, the board impaired the capitalised exploration costs up to 30 June 2024.
Since this date, the Directors have received a number of non-binding offers from various parties. All of the offers are contingent on the successful renewal of the underlying tenement from the Namibian Government. An application by Celsius for the renewal of its exclusive prospecting licence has been submitted in accordance with the Namibian Minerals (Prospecting and Mining) Act, 1992 and does not expire until such application is refused, withdrawn or lapsed.
Note 6. Deferred exploration expenditure
Consolidated
31 Dec 2025
30 Jun 2025
$
$
Expenditure brought forward at the beginning of the period
23,635,393
19,577,942
Expenditure incurred
9,799,922
4,201,800
Foreign exchange movements
(1,040,488)
(144,349)
Expenditure at the end of the period
32,394,827
23,635,393
Note 7. Liabilities directly associated with assets classified as held for sale
Consolidated
31 Dec 2025
30 Jun 2025
$
$
Trade and other payables
54,302
49,680
54,302
49,680
Note 8. Loans and borrowings
Consolidated
31 Dec 2025
30 Jun 2025
$
$
Secured loan
10,852,138
3,073,552
10,852,138
3,073,552
In February 2025 the Company's Philippine affiliated company (formerly subsidiary), Makilala Mining Company, Inc. ("MMCI") entered into a Binding Term Sheet for a bridge loan facility ("Facility") to fully finance the updating of the Company's Feasibility Study and Front-End Engineering Design ("FEED"), and to partially finance the development and operations of the Maalinao-Caigutan-Biyog Copper-Gold Project ("MCB") Project; and to maintain regulatory compliance of the MCB Project.
The binding term sheet Facility is for up to USD 76.4 million, of which US$10 million was made available under the First Omnibus Loan and Security Agreement ("First OLSA"), of which USD 7.5 million was drawn down as of 31 December 2025.
Interest is compounded quarterly and added to the principal amount, payable on maturity date at a fixed interest rate of 12.5%, compounded quarterly. The loan is a United States dollar denominated loan which is carried at amortised cost.
The availability period under the First OLSA is nine (9) months from signing which can be extended by mutual agreement, with funding tied to the satisfactory completion of the FEED and updated Study. The availability period for the balance under the facility of USD 66.4 million is subject to satisfactory completion of the FEED and updated Feasibility Study, up to 24 months from signing. The tenor for the entire Facility covering the OLSAs is three (3) years, and the maturity date is three (3) years after the first drawdown under the Second OLSA, which is yet to be signed.
The Facility is secured by a Real Estate Mortgage on MMCI's mining rights and Project-related property; a security interest in collateral, moveable assets and project documents; Share Collateral on shares of the Company's wholly-owned Philippine subsidiary Makilala Holding Limited and Sodor, Inc. in MMCI; Control over the Project's financial accounts; and Corporate Suretyship from Celsius Resources Limited for 40% of the Facility Amount.
The Company has USD 2.5 million undrawn under the First OLSA available at 31 December 2025.
Note 9. Issued capital
Ordinary shares
Consolidated
31 Dec 2025
30 Jun 2025
31 Dec 2025
30 Jun 2025
Shares
Shares
$
$
Ordinary shares - fully paid
3,241,488,452
3,135,488,452
86,802,161
85,852,075
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
1 July 2025
3,135,488,452
85,852,075
Placement for share capital
19 November 2025
106,000,000
GBP0.005
1,069,453
Capital raising costs
-
(119,367)
Balance
31 December 2025
3,241,488,452
86,802,161
During the period, there were no exercised options or warrants.
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Note 10. Reserves
Consolidated
31 Dec 2025
30 Jun 2025
$
$
Foreign currency translation reserve
(2,987,096)
(2,322,038)
Share-based payment reserve
1,072,055
1,038,450
Total reserves
(1,915,041)
(1,283,588)
Movements in reserves
Movements in each class of reserve during the current financial half-year are set out below:
Share based payment reserve
31 Dec 2025
30 June 2025
$
$
Balance at the beginning of the period
1,038,450
502,759
Issue of options - capital raising costs
33,605
535,691
Balance at the end of the period
1,072,055
1,038,450
During the six-month period, the consolidated entity issued the following options and warrants:
●
On 14 August 2025 122,075,070 listed free-attaching options were issued at an exercise price of $0.01 and expiring 20 May 2028.
●
On 19 November 2025 5,300,000 warrants were issued at an exercise price of $0.015 and expiring 19 November 2028.
Consolidated
31 Dec 2025
30 Jun 2025
Foreign currency translation reserve
$
$
Balance at the beginning of the period
(2,322,038)
(2,722,158)
Translation of foreign entities
(665,058)
400,120
Balance at the end of the period
(2,987,096)
(2,322,038)
The reserve is used to recognise exchange differences arising from the translation of financial statements of foreign operations to Australian dollars.
Note 11. Non-controlling interest
Consolidated
31 Dec 2025
30 Jun 2025
$
$
Retained profits/(accumulated losses)
(802)
(733)
Total Non-controlling interest
(802)
(733)
Note 12. Dividends
No dividends have been paid or provided for during the half-year (31 December 2024: nil).
Note 13. Contingent liabilities
The 30 June 2025 Annual Report disclosed that the Company's affiliate Makilala Mining Company Inc. (MMCI) had been issued an invoice from Sarmiento Loriega Law Office (SL Law) claiming a 3% finder's fee, premium or success fee in respect of the First omnibus loan and security agreement (First OLSA) with Maharlika Investment Corporation. The MMCI President, Julito R. Sarmiento, is a founding partner of SL Law. MMCI intends to conduct an independent legal review to determine the validity of the claim.
The consolidated entity had no other contingent liabilities as at 31 December 2025.
Note 14. Commitments for expenditure
There were no significant changes in commitments held by the Group since the last annual reporting date.
Note 15. Events after the reporting period
On 18 February 2026 the Company announced Peter Hume, the Company's long-standing Non-Executive Director, former Managing Director and Technical Director of its Philippine affiliate Makilala Mining Company, Inc. had been appointed as interim Non-Executive Chairman of the Company.
On 23 February 2026, the Company announced it had secured firm commitments of $9.3 million through a strongly supported institutionally backed Placement (Placement). New shares have been conditionally subscribed for at a price of $0.02 per share and were issued with one free-attaching option for every two shares subscribed for at an exercise price of $0.035 and expiring 3 years from the date of issue (Placement Options). The fundraising is to take place in 2 tranches: the first will raise $9.265 million (before costs) and settled on 26 February 2026, with the second tranche of funding of $35k and the Placement Options being subject to shareholder approval at a General Meeting to be held in April 2026.
In the directors' opinion:
●
the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;
●
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 31 December 2025 and of its performance for the financial half-year ended on that date; and
●
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Peter Hume
Non-Executive Chairman
13 March 2026
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