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ATOMIC EAGLE LTD — Interim / Quarterly Report 2025
Sep 7, 2025
64316_rns_2025-09-07_fcdff42a-99f9-4de0-822d-0166d707ea60.pdf
Interim / Quarterly Report
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1
X
CORPORATE DIRECTORY
DIRECTORS
Mr David Chapman Ms Anna Neuling Mr Keith Liddell Mr Stephen Quantrill
(Non-Executive Chair) (Non-Executive Director) (Non-Executive Director) (Executive Director)
COMPANY SECRETARY Ms Abby Macnish Niven
AUDITORS
HLB Mann Judd Level 4, 130 Stirling Street Perth WA 6000
SOLICITORS
Steinepreis Paganin Level 14, QV1 250 St Georges Terrace Perth WA 6000
BANKERS
National Australia Bank Level 32 100 Miller Street North Sydney NSW 2060
REGISTERED OFFICE
Tombador Iron Limited Suite 4.01, Level 4 66 Kings Park Road West Perth WA 6005
SHARE REGISTRY
Automic Registry Services Level 5 191 St Georges Terrace Perth WA 6000
STOCK EXCHANGE LISTING
The Company’s share are listed and quoted On the Australian Securities Exchange Limited (“ASX”). ASX Code: TI1
WEBSITE ADDRESS
www.tombadoriron.com
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CONTENTS
| Corporate Directory | 2 |
|---|---|
| Directors’ Report | 4 |
| Auditor’s Independence Declaration | 7 |
| Consolidated Statement of Profit or Loss and Other Comprehensive Income |
8 |
| Consolidated Statement of Financial Position | 9 |
| Consolidated Statement of Changes in Equity | 10 |
| Consolidated Statement of Cash Flows | 11 |
| Notes to the Consolidated Financial Statements | 12 |
| Director’s Declaration | 24 |
| Independent Auditor’s Review Report | 25 |
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DIRECTORS’ REPORT
The directors submit their report on the Group consisting of Tombador Iron Limited (“Tombador”) and the entities it controlled (the “Group”) for the six-month period ended 30 June 2025.
DIRECTORS
Mr David Chapman (Non - Executive Chair from 1 March 2025; Non – Executive Director to 28 February 2025) Ms Anna Neuling (Non - Executive Director from 1 March 2025; Non – Executive Chair to 28 February 2025) Mr Keith Liddell (Non - Executive Director) Mr Stephen Quantrill (Executive Director)
Directors have been in office since the start of the financial year to the date of the report, unless otherwise stated.
Principal Activities
Tombador Iron Limited is an Australian publicly listed company. The Company sold the Tombador Iron Mineracao high grade iron ore project in Bahia State, Brazil in December 2023 and since then has been focusing on conducting due diligence on new projects for the Company to potentially acquire.
SUMMARY REVIEW OF OPERATIONS
Operating Results
The profit for the Group for the 6-month period ended 30 June 2025 from continuing operations after providing for income tax amounted to $732,687 (30 June 2024: loss $277,206) and $Nil (30 June 2024: loss $153,977) from discontinued operations. At the reporting date the Group had cash and cash equivalents of $9,549,109 (31 December 2024: $10,809,687) and a net asset position of $12,732,214 (31 December 2024: $12,425,329).
Review of Operations
During the 6 months to 30 June 2025 the Company received $350,194 of royalty payments related to the Tombador Iron Project.
The Company is currently in voluntary suspension from the Australian Stock Exchange (ASX) as it has sold its main undertaking, the Tombador Iron Project in Brazil in December 2023. Since the sale of the Company’s project in December 2023, the Company has been continuing to work on identifying suitable investment opportunities in order to add a new asset to the Company.
As previously reported in the September 2024 quarterly report, and following a thorough assessment and evaluation process, the Company announced on 18 October 2024 on the ASX, that it had entered into a binding agreement to purchase 100% of the issued capital of Colomi Iron Mineração S.A. which holds the Colomi Iron project.
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Following extensive investigations and due diligence work, the Board determined that it was unlikely that this acquisition could proceed given current market conditions for iron ore. In light of this, the Company continued assessing other suitable investment and acquisition opportunities in order to add a new asset.
Since 30 June 2025, on 18 August 2025 the Company announced a binding arrangement agreement, whereby Tombador Iron Limited will acquire 100% of the issued and outstanding shares of GoviEx Uranium Inc. by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).
The transaction, with a proposed minimum capital raise of A$5.0 million (before costs) through the issue of ordinary fully paid shares (with the ability to accept oversubscriptions up to a further A$5.0 million before costs), will create an ASX-listed mineral resource company focused on exploration and development of uranium assets in Africa, the core asset being the 100%-owned Muntanga Uranium Project in the Republic of Zambia.
The transaction is conditional upon (amongst other things) approval of the Supreme Court of British Columbia, shareholder approval from both Tombador and GoviEx shareholders, completion of the Capital Raising and implementation of the Arrangement.
The combined company is to be renamed ‘Atomic Eagle Limited’, subject to shareholder approval.
The Company understands that it will be required to obtain shareholder approval for the transaction and will also need to re-comply with Chapters 1 and 2 of the ASX Listing Rules.
Dividends Paid or Recommended
No dividends were paid or declared during the financial period. No recommendation for the payment of dividends has been made.
Significant Changes in the State of Affairs
During the period, no matters or circumstances have arisen during the six-month period ended 30 June 2025 which have significantly affected the operating of the Company.
Significant Events Occurring after the Reporting Date
On 8 August 2025 A$1,581,268 (BRL 5,863,545) was received by the Company following approval by the Federal Government of Brazil of PIS and COFINS tax refund requests submitted in 2023, related to tax refunds owed to the company from a period prior to the sale by Tombador of its wholly owned Brazilian subsidiary Tombador Iron Mineracao. The remaining tax receivable is under analysis with the Brazilian tax authorities and, if approved, is expected to be received in the second half of the financial year.
On 18 August 2025 the Company announced a binding arrangement agreement, whereby Tombador Iron Limited will acquire 100% of the issued and outstanding shares of GoviEx Uranium Inc. by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia). See further details in the Review of Operations section above.
Auditor’s Independence Declaration
Section 307C of the Corporations Act 2001 requires our auditor, HLB Mann Judd, to provide the Directors of the Company with an Independence Declaration in relation to the review of the half-year financial report. This Independence Declaration is set out on page 7 and forms part of this Directors’ report for the period ended 30 June 2025.
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Signed in accordance with a resolution of Directors made pursuant to Section 306(3) of the Corporations Act 2001.
On behalf of the Directors,
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Mr David Chapman Non-Executive Chair
Perth, Western Australia 8 September 2025
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AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the review of the consolidated financial report of Tombador Iron Limited for the half-year ended 30 June 2025, I declare that to the best of my knowledge and belief, there have been no contraventions of:
-
a) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
-
b) any applicable code of professional conduct in relation to the review.
Perth, Western Australia 8 September 2025
D B Healy Partner
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7
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the half-year ended 30 June 2025
| Note | 6 months ended 30 June 2025 $ |
6 months ended 30 June 2024 $ |
|---|---|---|
| CONTINUING OPERATIONS Royalty revenue 1,086,262 916,850 Other income 115,745 48,363 Salaries and wages (297,837) (295,672) Consulting and legal fees (98,766) (202,446) Registry and listing fees (26,396) (24,568) Rent and variable outgoings (21,490) (16,261) Insurance (47,781) (72,302) Business development (216,526) (292,176) Administration and other expenses (44,712) (109,222) Currency gains/(losses) 289,994 (227,833) Loss on disposal of fixed assets 4 (5,453) - Depreciation expense 4 (353) (1,939) Profit/(loss) before income tax 732,687 (277,206) Tax expense 2 - - Profit/(loss) after tax for the period from continuing operations 732,687 (277,206) DISCONTINUED OPERATIONS Loss before income tax from discontinued operations - (153,977) Tax expense 2 - - Loss after tax from discontinued operations - (153,977) Total net profit/(loss) after income tax 732,687 (431,183) Other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations (425,802) 198,611 Other comprehensive (loss)/income for the period, net of tax (425,802) 198,611 Total comprehensive profit/(loss) for period 306,885 (232,572) Earnings/(loss) attributable to members of the parent entity Earnings/(loss per share from Continuing Operations attributable to the owners of Tombador Iron Limited Basic and diluted earnings/(loss) per share (cents) 7 0.85 (0.32) Earnings/(loss) per share attributable to the owners of Tombador Iron Limited Basic and diluted earnings/(loss) per share (cents) 0.85 (0.50) |
916,850 48,363 (295,672) (202,446) (24,568) (16,261) (72,302) (292,176) (109,222) (227,833) - (1,939) |
|
| (277,206) | ||
| - | ||
| (277,206) (153,977) - |
||
| (153,977) | ||
| (431,183) | ||
| 198,611 | ||
| 198,611 | ||
| (232,572) |
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The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
8
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2025
| Note | 30 June 2025 | 31 December 2024 |
|---|---|---|
| $ | $ | |
| Current Assets Cash and cash equivalents 3a Trade and other receivables 3b Other assets Total Current Assets Non-Current Assets Property, plant, and equipment 4 Total Non-Current Assets Total Assets Current Liabilities Trade and other payables 3c Total Current Liabilities Total Liabilities Net Assets Equity Share Capital 5 Reserves 6 Accumulated losses Total Equity |
9,549,109 3,186,580 87,696 12,823,385 1,070 1,070 12,824,455 92,241 92,241 92,241 12,732,214 36,471,957 1,200,320 (24,940,063) 12,732,214 |
10,809,687 2,304,237 55,454 |
| 13,169,378 | ||
| 6,876 | ||
| 6,876 | ||
| 13,176,254 | ||
| 750,925 | ||
| 750,925 | ||
| 750,925 | ||
| 12,425,329 | ||
| 36,471,957 1,626,122 (25,672,750) |
||
| 12,425,329 | ||
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
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CONSOLIDATED STATEMENT OF CHANGES OF EQUITY
For the half-year ended 30 June 2025
| Issued Capital Accumulated losses Foreign Currency Translation Reserve Share-based Payment Reserve Total Equity |
|
|---|---|
| $ $ $ $ $ |
|
| Balance at 1 January 2025 Profit for the period Other comprehensive loss Total comprehensive income/(loss) for the period Balance at 30 June 2025 |
36,471,957 (25,672,750) 384,194 1,241,928 12,425,329 - 732,687 - - 732,687 - - (425,802) - (425,802) |
| - 732,687 (425,802) - 306,885 |
|
| 36,471,957 (24,940,063) (41,608) 1,241,928 12,732,214 |
|
For the half-year ended 30 June 2024
| Issued Capital Accumulated losses Foreign Currency Translation Reserve Share-based Payment Reserve Total Equity |
|
|---|---|
| $ $ $ $ $ |
|
| Balance at 1 January 2024 Loss for the period Other comprehensive income Total comprehensive (loss)/income for the period Balance at 30 June 2024 |
36,471,957 (24,487,214) (227,985) 1,421,858 13,178,616 - (431,183) - - (431,183) - - 198,611 - 198,611 |
| - (431,183) 198,611 - (232,572) |
|
| 36,471,957 (24,918,397) (29,374) 1,421,858 12,946,044 |
|
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
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CONSOLIDATED STATEMENT OF CASH FLOWS
For the half-year ended 30 June 2025
| 6 months ended 30 June 2025 6 months ended 30 June 2024 |
|
|---|---|
| $ $ |
|
| Cash Flows from Operating Activities | |
| Payments to suppliers and employees | (836,400) (1,174,467) |
| Interest income | 115,745 48,364 |
| Income tax paid | (608,033) - |
| Royaltyreceipts | 350,194 453,193 |
| Net cash outflow from operating activities | (978,494) (672,910) |
| Cash Flows from Investing Activities | |
| Proceeds from disposal of subsidiaries | - 2,675,800 |
| Net cash inflow from investing activities | - 2,675,800 |
| Cash Flows from Financing Activities | |
| Net cash outflow from financing activities | - - |
| Net (decrease)/increase in cash and cash equivalents | (978,494) 2,002,890 |
| Cash and cash equivalents at the start of the period | 10,809,687 8,616,606 |
| Exchange rate adjustment | (282,084) 223,100 |
| Cash and cash equivalents at the end of theperiod | 9,549,109 10,842,596 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALFYEAR ENDED 30 JUNE 2025
Contents of the notes to the financial statements
-
Segment information 2. Taxation
-
Financial assets and financial liabilities 4. Plant and equipment 5. Share capital 6. Reserves
-
Earnings per share
-
Commitments and contingencies
-
Subsequent events 10. Basis of preparation
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALFYEAR ENDED 30 JUNE 2025
How our numbers are calculated:
This section provides additional information about those individual line items in the financial statements that the directors consider most relevant in the context of the operation of the Group, including:
-
Accounting policies that are relevant for an understanding of the items recognised in the financial statements. These cover situations where the accounting standards either allow a choice or do not deal with the particular type of transaction.
-
Analysis, including segment information.
-
1Information about estimates and judgements made in relation to particular items.
1. Segment information
The Group is organised into three operating segments:
-
Corporate segment in Australia (Tombador Iron Limited)
-
Corporate segment in Singapore (Tombador Iron Singapore Pte Limited)
-
Discontinued Tombador Iron Ore Project in Brazil (Tombador Iron Mineracao Ltda).
Operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision-maker has been identified as the Board of Directors of Tombador Iron Limited. The following table presents the revenue, results and certain asset and liability information regarding the segment information provided to the Board of Directors for the six-month period ended 30 June 2025.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2025
1. Segment information
| Australia | Singapore | Discontinued | Elimination | Consolidated | ||
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | ||
| Segment performance 6 months ended 30 June 2025 | ||||||
| Royalty revenue | - | 1,086,262 | - | - | 1,086,262 | |
| Other income | 115,745 | - | - | - | 115,745 | |
| Profit/(loss) before tax | (567,002) | 1,299,689 | - | - | 732,687 | |
| Profit/(loss) after tax | (567,002) | 1,299,689 | - | - | 732,687 | |
| Depreciation | (353) | - | - | - | (353) | |
| Finance cost | - | - | - | - | - | |
| Segment performance 6 months ended 30 June 2024 | ||||||
| Royalty revenue | - | 916,850 | - | - | 916,850 | |
| Other income | 48,363 | - | - | - | 48,363 | |
| Profit/(loss) before tax | (730,756) | 453,550 | (153,977) | - | (431,183) | |
| Profit/(loss) after tax | (730,756) | 453,550 | (153,977) | - | (431,183) | |
| Depreciation | (1,939) | - | - | - | (1,939) | |
| Finance cost | - | - | - | - | - |
| Australia | Singapore | Discontinued | Elimination | Consolidated | ||
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | ||
| As at 30 June 2025 | ||||||
| Segment Assets | 20,538,488 | 8,424,953 | - | (16,138,986) | 12,824,455 | |
| Segment Liabilities | 96,747 | (4,506) | - | - | 92,241 | |
| As at 31 December 2024 | ||||||
| Segment Assets | 21,733,355 | 7,581,885 | - | (16,138,986) | 13,176,254 | |
| Segment Liabilities | 724,611 | 26,314 | - | - | 750,925 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2025
2. Taxation
| Consolidated Entity | |
|---|---|
| 6 months ended 30 June 2025 6 months ended 30 June 2024 |
|
| $ $ |
|
| Tax Expense Current tax expense - - Income tax expense is attributable to: Loss from continuing operations - - Loss from discontinuing operations - - - - 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 continuing operations before income tax expense 732,687 (277,206) Loss from discontinuing operations before income tax expense - (153,977) Accounting profit/(loss) before income tax 732,687 (431,183) Income tax expense/(benefit) calculated at 30% (30 June 2024:30%) 219,806 (129,355) Tax effect of amounts which are not deductible/(taxable) in calculating taxable income Non-deductible expenses 16,336 28,968 Other assessable income 135,810 - Current year tax losses not recognised 24 321,175 Non-assessable income (341,199) (89,872) Movement in unrecognised temporary differences (10,522) (31,973) Deductible equityraisingcosts (20,255) (98,943) |
- - - - - - |
| - - |
|
| 732,687 (431,183) |
|
| 219,806 (129,355) 16,336 28,968 135,810 - 24 321,175 (341,199) (89,872) (10,522) (31,973) (20,255) (98,943) |
|
| Income tax expense attributable to entity | - - |
| Income tax expense – continuingoperations | - - |
| Income tax expense – discontinued operations | - - |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2025
Deferred tax balances
For the 6-months to 30 June 2025, net deferred tax assets of $2,384,352 (31 December 2024: $2,514,048) have not been recognised in terms of AASB112 Income Taxes. The Parent Company does not currently have foreseeable future taxable profits against which the deductible temporary differences and unused tax losses comprising this net deferred tax amount may be utilised.
| Consolidated | Consolidated | Entity | ||
|---|---|---|---|---|
| 30 June 2025 $ |
31 December 2024 $ |
|||
| 30.00% | 30.00% | |||
| Recognised deferred tax assets and liabilities Deferred tax assets Employee provisions 6,611 Other provisions and accruals 7,500 Blackhole – previously expensed 2,742 16,853 Set-off of deferred tax liabilities (16,853) Net deferred tax assets - Deferred tax liabilities Prepayments (16,532) Plant and equipment (321) Gross deferred tax liabilities (16,853) Set-off of deferred tax liabilities 16,853 Net deferred tax liabilities - Unused tax losses and temporary differences for which no deferred tax asset has been recognised Deferred tax assets have not been recognised in respect of the following using corporate tax rates of: 30.00% Deductible temporary differences 27,108 Tax revenue losses 2,320,613 Tax capital losses 36,631 Total unrecognised deferred tax assets 2,384,352 |
6,611 7,500 2,742 |
4,213 2,498 - |
||
| 16,853 | 6,711 | |||
| (16,853) | (6,711) | |||
| - | - | |||
| (4,648) (2,063) |
||||
| (6,711) | ||||
| 6,711 | ||||
| - | ||||
| 30.00% 156,828 2,320,589 36,631 |
||||
| 2,514,048 | ||||
The corporate tax rates on both recognised and unrecognised deferred tax assets and deferred tax liabilities have been calculated with respect to the tax rate that is expected to apply in the year the deferred tax asset is realised or the liability is settled.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2025
3. Financial assets and financial liabilities
The Group holds the following financial instruments:
| Consolidated Entity | Consolidated Entity | ||||
|---|---|---|---|---|---|
| 30 June | 2025 | 31 December 2024 | |||
| $ | $ | ||||
| Financial assets | |||||
| Financial assets at amortised cost | |||||
| Cash and cash equivalents | 3a | 9,549,109 | 10,809,687 | ||
| Trade and other receivables | 3b | 3,186,580 | 2,304,237 | ||
| Financial liabilities | |||||
| Liabilities at amortised cost | |||||
| Trade and other payables | 3c | 92,241 | 750,925 |
a) Cash and cash equivalents
| Consolidated Entity | Consolidated Entity | |||
|---|---|---|---|---|
| 30 | June | 2025 | 31 December 2024 | |
| $ | $ | |||
| Cash at bank and on hand | 9,549,109 | 10,809,687 |
Cash and cash equivalents comprise cash on hand which are subject to an insignificant risk of changes in value.
b) Trade and other receivables
| Consolidated Entity | |
|---|---|
| 30 June 2025 31 December 2024 |
|
| $ $ |
|
| Current | |
| Other receivable | 2,303,004 2,127,738 |
| Accrued revenue | 883,576 176,499 |
| 3,186,580 2,304,237 |
The Directors consider that the carrying amount of trade and other receivables approximates their fair value. All amounts are considered short term, and none are past due. The Other receivable consists of the PIS and COFINS tax refunds, and the accrued revenue consists of royalty payments accrued for sales during the reporting period.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2025
c) Trade and other payables
| Consolidated Entity | Consolidated Entity | |||
|---|---|---|---|---|
| 30 June | 2025 | 31 December 2024 | ||
| $ | $ | |||
| Trade creditors | 33,629 | 52,798 |
||
| Accruals and otherpayables | 58,612 | 698,127 |
||
| 92,241 | 750,925 |
The Directors consider that the carrying amount of trade and other payables approximates their fair value. All amounts are considered short term, and none are past due.
4. Plant and equipment
| Consolidated Entity | Consolidated Entity | ||||
|---|---|---|---|---|---|
| 30 | June | 2025 | 31 December | 2024 | |
| $ | $ | ||||
| Software and IT equipment | 1,070 | 6,876 | |||
Movement in carrying amounts of plant and equipment
| Software and IT equipment Consolidated Entity Total |
|
|---|---|
| $ $ |
|
| Balance at 1 January 2024 Depreciation expense Balance at 31 December 2024 Depreciation expense Disposals Balance at 30 June 2025 |
13,575 13,575 (6,699) (6,699) |
| 6,876 6,876 |
|
| (353) (353) (5,453) (5,453) |
|
| 1,070 1,070 |
|
| 19,393 19,393 (12,517) (12,517) |
|
| Cost | |
| Depreciation | |
| Balance at 31 December 2024 | 6,876 6,876 |
| Cost | 3,563 3,563 (2,493) (2,493) |
| Accumulated Depreciation | |
| Balance at 30 June 2025 | 1,070 1,070 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2025
5. Share capital
a) Issued share capital
| 30 June | 2025 | 31 December 2024 | 31 December 2024 | |
|---|---|---|---|---|
| Number | $ | Number | $ | |
| Ordinary shares fully paid | 86,324,684 | 36,471,957 | 86,324,684 |
36,471,957 |
b) Movement in ordinary share capital
| Date | Details | Number of shares | $ | |
|---|---|---|---|---|
| 01/01/2024 | Balance at the beginning of theyear | 2,158,107,373 | 36,471,957 | |
| 05/09/2024 | Consolidation of shares(1 for 25 shares) | (2,071,782,689) | - | |
| 31/12/2024 | Balance at the end of the year | 86,324,684 | 36,471,957 | |
| 30/06/2025 | Closing balance | 86,324,684 | 36,471,957 |
Accounting policy
Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares or options are recorded in equity as a deduction, net of tax, from the proceeds.
Terms and conditions of ordinary shares
Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. In the event of winding up of the Group, ordinary shareholders rank after all other shareholders and creditors are fully entitled to any proceeds of liquidations.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2025
6. Reserves
| Consolidated Entity | Consolidated Entity | |
|---|---|---|
| 30 June 2025 | 31 December 2024 | |
| $ | $ | |
| Share-based payment reserve | 1,241,928 | 1,241,928 |
| Foreign currencytranslation reserve | (41,608) | 384,194 |
| 1,200,320 | 1,626,122 |
| Movement reconciliation in share-based payment reserve |
Number of options |
Number of Performance Rights |
$ |
|---|---|---|---|
| On issue at 1 January 2024 | 4,750,000 | 13,750,000 | 1,421,858 |
| Consolidation of shares (1 for 25 shares) | (4,560,000) | (13,200,000) | - |
| Performance rights expired | - | (450,000) | - |
| Reversal of share-based payment expense for | |||
| performance rights issued in previous years that expired unvested |
- | - | (179,930) |
| On issue at 31 December 2024 | 190,000 | 100,000 | 1,241,928 |
| On issue 30 June 2025 | 190,000 | 100,000 | 1,241,928 |
Nature and purpose of reserves
a) Share-based payment reserve
The share-based payments reserve is used to recognise:
-
the grant date fair value of options issued to consultants, employees and directors but not exercised
-
the grant date fair value of shares issued to consultants, employees and directors.
-
the grant date fair value of performance rights issued to consultants, employees and directors.
b) Foreign currency translation reserve
Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2025
7. Earnings per share (EPS)
Earnings per ordinary share is calculated on the Group’s profit after tax of $732,687 and the weighted average number of shares in issue during the period of 86,324,684 (31 December 2024: 86,324,684) and the weighted average number of dilutive potential ordinary shares of 86,614,684 (31 December 2024: 86,324,684).
| Consolidated Entity | Consolidated Entity | |
|---|---|---|
| 6 months ended | 6 months ended | |
| 30 June 2025 | 30 June 2024 |
|
| cents | cents | |
| Basic and diluted profit/(loss) per share | ||
| From continuing operations | 0.85 | (0.32) |
| From discontinuing operations | - | (0.18) |
| Total basic and dilutedprofit/(loss) per share | 0.85 | (0.50) |
8. Commitments and contingencies
There are no other commitments or contingent liabilities outstanding at 30 June 2025 (31 December 2024: $nil).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2025
9. Subsequent events
On 8 August 2025 A$1,581,268 (BRL 5,863,545) was received by the Company following approval by the Federal Government of Brazil of PIS and COFINS tax refund requests submitted in 2023, related to tax refunds owed to the company from a period prior to the sale by Tombador of its wholly owned Brazilian subsidiary Tombador Iron Mineracao. The remaining tax receivable is expected to be received in the second half of the financial year.
On 18 August 2025 the Company announced a binding arrangement agreement, whereby Tombador Iron Limited will acquire 100% of the issued and outstanding shares of GoviEx Uranium Inc. by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).
The transaction, with a proposed minimum capital raise of A$5.0 million (before costs) through the issue of ordinary fully paid shares (with the ability to accept oversubscriptions up to a further A$5.0 million before costs), will create an ASX-listed mineral resource company focused on exploration and development of uranium assets in Africa, the core asset being the 100%-owned Muntanga Uranium Project in the Republic of Zambia.
The transaction is conditional upon (amongst other things) approval of the Supreme Court of British Columbia, shareholder approval from both Tombador and GoviEx shareholders, completion of the Capital Raising and implementation of the Arrangement.
The combined company is to be renamed ‘Atomic Eagle Limited’, subject to shareholder approval.
The Company understands that it will be required to obtain shareholder approval for the transaction and will also need to re-comply with Chapters 1 and 2 of the ASX Listing Rules.
No other matters or circumstances have arisen since the end of the six-month period ended 30 June 2025 which have significantly affected or may significantly affect the operating of the Group, the results of those operations, or state of affairs of the Group in future financial years.
10. Basis of preparation
This condensed consolidated interim financial report for the half year ended 30 June 2025 has been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporation Act 2001. Compliance with AASB 134 ensures compliance with IAS 34 Interim Financial Reporting.
The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with any public announcements made by the Group during the interim reporting period in accordance with the continuous disclosure requirements of the Corporation Act 2001.
The accounting policies and computations adopted and applied by the Group are consistent with those of the previous financial year and corresponding interim reporting period. New and amended standard standards adopted by the Group in the current reporting period had no material impact.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2025
10. Basis of preparation (continued)
- a) Amendments to Accounting Standards and new interpretations that are mandatory effective from the current reporting period
The Group has adopted all the new and revised Standards and Interpretations issued by the Australian Accounting Board (the AASB) that are relevant to its operations and effective for the current reporting period. There has been no impact on the Group results as a result of these new standards.
Any new or amended Accounting Standards or Interpretation that are not yet mandatory have not been early adopted.
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DIRECTORS DECLARATION
In the directors’ opinion:
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(a) the attached financial statements and notes thereto are in accordance with the Corporations Act 2001 , including:
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(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
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(ii) giving a true and fair view of the Group’s financial position as at 30 June 2025 and of its performance for the financial period ended on that date.
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(b) the financial statements and notes comply with International Financial Reporting Standards.
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(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
On behalf of the Directors
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David Chapman Non-Executive Chair 8 September 2025
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INDEPENDENT AUDITOR’S REVIEW REPORT
To the Members of Tombador Iron Limited
Report on the Condensed Interim Financial Report
Conclusion
We have reviewed the interim financial report of Tombador Iron Limited (the “Company”) and its controlled entities (the “Group”), which comprises the condensed consolidated statement of financial position as at 30 June 2025, the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows for the half-year ended on that date, selected explanatory notes, and the directors’ declaration, for the Group comprising the Company and the entities it controlled at the half-year end or from time to time during the half-year.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying interim financial report of Tombador Iron Limited does not comply with the Corporations Act 2001 including:
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(a) giving a true and fair view of the Group’s financial position as at 30 June 2025 and of its performance for the half-year ended on that date; and
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(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
Basis for Conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibility is further described in the Auditor’s Responsibility for the Review of the Financial Report section of our report. We are independent of the company 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 (including Independence Standards ) (the “Code”) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
Responsibility of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the interim financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the interim financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
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Auditor’s Responsibility for the Review of the Financial Report
Our responsibility is to express a conclusion on the interim financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the interim financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 30 June 2025 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
A review of an interim financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.
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D B Healy
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HLB Mann Judd D B Healy Chartered Accountants Partner
Perth, Western Australia 8 September 2025
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