CHARIOT RESOURCES LTD — Interim / Quarterly Report 2023

Oct 24, 2023

Rosepoint Holdings Pty Ltd Half Year Re ort p

31 December 2022

Rosepoint Holdings Pty Ltd | ACN 648 483 087

Contents

Corporate Directory ................................................................................................................................ 3 Directors’ Report ..................................................................................................................................... 4 Auditor’s Independence Declaration ...................................................................................................... 6 Statement of Profit or Loss and Other Comprehensive Income ............................................................. 7 Statement of Financial Position .............................................................................................................. 8 Statement of Changes in Equity .............................................................................................................. 9 Statement of Cash Flows ...................................................................................................................... 10 Notes to the Financial Statements ........................................................................................................ 11 Directors’ Declaration ........................................................................................................................... 17 Independent Auditor’s Report .............................................................................................................. 18

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Corporate Directory

Director & Company Secretary	Shanthar Pathmanathan
Registered Office	Suite 3, 128 Main Street
	Osborne Park Western Australia 6017
Principal Place of Business	4 Piper Place
	Bateman Western Australia 6150
Auditors	Moore Australia Audit (WA)
	Level 15, Exchange Tower
	2 The Esplanade
	Perth Western Australia 6000
ACN	648 483 087

Rosepoint Holdings Pty Ltd | ACN 648 483 087

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Directors’ Report

The Directors present their report together with the financial statements of Rosepoint Holdings Pty Ltd ( ‘Rosepoint’ or ‘the Company’ ) for the half year ended 31 December 2022.

Directors

The names of directors in office at any time during or since the end of the half year are:

Shanthar Pathmanathan - Director and Company Secretary

Appointed	5 March 2021
Qualification	Bachelor of Laws
Experience	Mr Pathmanathan was most recently the CEO and Managing Director of Lithium Consolidated Ltd, an ASX-listed company, which had one of the largest portfolios of hard rock lithium exploration assets, globally. Mr Pathmanathan also has 14 years of investment banking experience in the metals and mining, oil and gas and chemicals sectors. He was with Deutsche Bank's investment banking division and prior to that he has held investment banking and principal investment roles with the Macquarie Group's investment banking division in Australia and New York.

Principal Activity

The Company’s primary purpose is acquiring, exploring and developing lithium deposits.

Operating Results

The operating result of the Company for the half year was a loss of $9,000 (2021: 73,342).

Review of Operations

As at 31 December 2022, Rosepoint held 41% in the common stock of FMS Lithium Corporation ( ‘FMSL’ ). FMSL owns the Resurgent Lithium Project which comprises 1,412 claims located in the McDermitt Caldera in the states of Oregon and Nevada, USA. The McDermitt Caldera is considered the largest and highest-grade lithium play in North America and hosts the two largest known lithium resources in the USA: the Thacker Pass project owned by Lithium Americas Corporation and the McDermitt Lithium project owned by Jindalee Resources Ltd.

Significant Changes in State of Affairs

Other than those disclosed in this report, no significant changes in the state of affairs of the Company occurred during the financial period.

Events after Reporting Date

No matters or circumstances have arisen since the end of the financial period which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.

Dividends

No dividends have been paid, and the Directors do not recommend the payment of a dividend for the financial period ended 31 December 2022.

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Environmental Regulations

The Directors are mindful of the regulatory regime in relation to the impact of the Company’s activities on the environment. There have been no known breaches of any environmental regulation by the Company during the financial period.

Future Developments

Further information, other than as disclosed in this report, about likely developments in the operations of the Company and the expected results of those operations in future periods, has not been included in this report as disclosure of this information would be likely to result in unreasonable prejudice to the Company.

Indemnification and Insurance of Officers

No indemnities have been given or insurance premiums paid, during or since the end of the financial period, for any person who is or has been an officer or auditor of the Company.

Indemnity and Insurance of Auditor

The Company has not, during or since the end of the financial period, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial period, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.

Proceedings on Behalf of the Company

No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company or any part of those proceedings.

Auditor’s Independence Declaration

Section 307C of the Corporations Act 2001 requires our auditors, Moore Australia Audit (WA) to provide the Director of the Company with an Independence Declaration in relation to the audit of this financial report. The Director has received the Independence Declaration which has been included within this financial report.

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Shanthar Pathmanathan Director Dated this 22[nd] day of May 2023

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AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF ROSEPOINT HOLDINGS PTY LTD

Moore Australia Audit (WA)

Level 15, Exchange Tower, 2 The Esplanade, Perth, WA 6000 PO Box 5785, St Georges Terrace, WA 6831 T +61 8 9225 5355 F +61 8 9225 6181

www.moore-australia.com.au

I declare that, to the best of my knowledge and belief, during the half year ended 31 December 2022, there have been:

• a) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit, and

• b) no contraventions of any applicable code of professional conduct in relation to the audit.

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NEIL PACE PARTNER

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MOORE AUSTRALIA AUDIT (WA) CHARTERED ACCOUNTANTS

Signed at Perth this 22[nd] day of May 2023.

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Moore Australia Audit (WA) – ABN 16 874 357 907. An independent member of Moore Global Network Limited - members in principal cities throughout the world. Liability limited by a scheme approved under Professional Standards Legislation.

Statement of Profit or Loss and Other Comprehensive Income For the half year ended 31 December 2022

Notes Revenue Expenses Administration expenses Accounting fees Audit fees Loss on investment 4 Loss before income tax Income tax expense Loss after income tax for the period Other comprehensive income, net of income tax Total comprehensive loss for the period	31 December 2022 $ 31 December 2021 $ - -
	- (745) (4,000) - (5,000) - - (72,597)
	(9,000) (73,342) - -
	(9,000) (73,342) - -
	(9,000) (73,342)

The accompanying notes form part of these financial statements.

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Statement of Financial Position As at 31 December 2022

Notes ASSETS Current Assets Trade and other receivables 3 Total Current Assets Non-Current Assets Investment in FMSL 4 Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Trade and other payables 5 Borrowings 6 Total Current Liabilities Total Liabilities Net Liabilities EQUITY Issued capital 7 Accumulated losses Total Equity	31 December 2022 $ 30 June 2022 $
	72,675 72,675
	72,675 72,675
	- -
	- -
	72,675 72,675
	24,300 15,300 73,777 73,777
	98,077 89,077
	98,077 89,077
	(25,402) (16,402)
	72,599 72,599 (98,001) (89,001)
	(25,402) (16,402)

The accompanying notes form part of these financial statements.

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Statement of Changes in Equity For the half year ended 31 December 2022

Balance at Incorporation Loss for the period Other comprehensive income Total comprehensive loss Transactions with equity holders in their capacity as owners Issuance of shares Total transactions with equity holders in their capacity as owners Balance at 31 December 2021 Balance at 31 July 2022 Loss for the period Other comprehensive income Total comprehensive loss Total transactions with equity holders in their capacity as owners Balance at 31 December 2022	Issued Capital $ Accumulated Losses $ Total $ - - - - (73,342) (73,342) - - -
	- (73,342) (73,342)
	72,599 - 72,599
	72,599 - 72,599
	72,599 (73,342) (743)
	Issued Capital $ Accumulated Losses $ Total $ 72,599 (89,001) (16,402) - (9,000) (9,000) - - -
	- (9,000) (9,000)
	- - -
	72,599 (98,001) (25,402)

The accompanying notes form part of these financial statements.

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Statement of Cash Flows For the half year ended 31 December 2022

Cash flows from operating activity Payment for investment in FMSL Net cash flows used in operating activity Cash flows from investing activity Payment for investment in FMSL Net cash flows used in investing activity Cash flows from financing activity Proceeds from issued capital Net cash flows from financing activity Net movement in cash and cash equivalents Cash and cash equivalents at incorporation Cash and cash equivalents at the end of the financial period	31 December 2022 $ 31 December 2021 $ - (2)
	- (2)
	- (72,597)
	- (72,597)
	- 72,599
	- 72,599
	- - - -
	- -

The accompanying notes form part of these financial statements.

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Notes to the Financial Statements For the half year ended 31 December 2022

Note 1. Corporate Information

Rosepoint Holdings Pty Ltd is a proprietary company limited by shares, incorporated and domiciled in Australia.

Note 2. Summary of Significant Accounting Policies

(a) Basis of Preparation

These general purpose interim financial statements have been prepared in accordance with the Corporations Act 2001 and Australian Accounting Standard AASB 134 Interim Financial Reporting.

This interim financial report is intended to provide users with an update on the latest annual financial statements of the Company. As such, it does not contain information that represents relatively insignificant changes occurring during the half year within the Company and 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 the annual report for the year ended 30 June 2022.

The Company is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise.

Except for cash flow information, the financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets.

(b) Going Concern

The Company had a deficiency of assets to liabilities as at 31 December 2022. Notwithstanding this the financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

The ability of the Group to continue as a going concern is dependent on the Company being able to continue to raise additional funds as and when required to meet ongoing working capital requirements.

Major shareholders have undertaken to provide financial support to the Company for at least the next 12 months from the date of this report. For this reason the directors consider it appropriate to prepare the financial report on a going concern basis.

(c) New and Amended Accounting Policies Adopted by the Company

During the period ended 31 December 2022, the Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board 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.

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(d) Investments in Associates

An associate is an entity over which an investor has significant influence. Investments in associates are accounted for using the equity method. Under the equity method, the investment in an associate is initially recorded at cost. Subsequently, the carrying amount of the investment is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition. The investor’s share of the profit or loss of the investee is recognised in the investor’s profit or loss.

The following transactions will have an impact on the carrying amount of the investment:

• distributions received from an investee reduce the carrying amount of the investment; and

• adjustments to the carrying amount may also be necessary for changes in the investor’s proportionate interest in the investee arising from changes in the investee’s other comprehensive income.

The investor’s share of those changes is recognised in the investor’s other comprehensive income. After the entity’s interest is reduced to zero, additional losses are provided for, and a liability is recognised, only to the extent that the entity has incurred legal or constructive obligations or made payments on behalf of the associate. If the associate subsequently reports profits, the entity resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised. IAS 28 states that the entity’s financial statements shall be prepared using uniform accounting policies for like transactions and events in similar circumstances. Therefore, if an associate uses accounting policies that differ from those of the entity, adjustments are required for consistency.

(e) Trade and Other Receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days. The Company has applied the simplified approach to measuring expected credit losses.

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

(f) Trade and Other Payables

Liability for trade creditors and other amounts are carried at amortised cost, which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed.

(g) Borrowings

Borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

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 current liability until extinguished on conversion or redemption as the maturity date is within 12 months. The corresponding interest on convertible notes is expensed to profit or loss.

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(h) Issued Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(i) Income Tax

Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised, except:

• Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the financial period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Income taxes relating to items recognised directly in equity are recognised in equity.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same tax authority.

(j) Goods and Services Tax (‘GST’)

Revenues, expenses and assets are recognised net of the amount of GST except:

• Where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

• Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

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Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(k) New Accounting Standards for Application in Future Periods

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Company for the half year ended 31 December 2022. The Company has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

(l) Critical Accounting Estimates and Judgments

The Director evaluated estimates and judgments 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 Company. In the opinion of the Director, there is no critical accounting estimates or judgments in this financial report. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial period are discussed below.

Coronavirus (COVID-19) Pandemic

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the Company based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the Company operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the Company unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.

(m) Rounding of Amounts

The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off in accordance with that Corporations Instrument.

Note 3. Trade and Other Receivables GST receivable Related party loans – Director/shareholders Total trade and other receivables	31 Dec 2022 30 Jun 2022 $ $ 76 76 72,599 72,599
	72,675 72,675

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Note 4. Investment in FMS Lithium

The investment in FMS Lithium Corporation (‘FMSL’) has been accounted for using the equity method of accounting. Information relating to the investments that are material to the Company are set out below:

Company Country Ownership Interest 31 Dec 2022 Ownership Interest 30 Jun 2022 FMS Lithium Corporation USA 41% 43% Reconciliation of the carrying amount of the investment: Opening carrying amount - Share of losses after income tax - Closing carrying amount - Note 5. Trade and Other Payables 31 Dec 2022 30 Jun 2022 $ $ Accruals 24,300 15,300 24,300 15,300 Note 6. Borrowings 31 Dec 2022 30 June 2022 $ $ Loans – Director/shareholders 73,777 73,777 Total Borrowings 73,777 73,777	Company Country Ownership Interest 31 Dec 2022 Ownership Interest 30 Jun 2022 FMS Lithium Corporation USA 41% 43% Reconciliation of the carrying amount of the investment: Opening carrying amount - Share of losses after income tax - Closing carrying amount - Note 5. Trade and Other Payables 31 Dec 2022 30 Jun 2022 $ $ Accruals 24,300 15,300 24,300 15,300 Note 6. Borrowings 31 Dec 2022 30 June 2022 $ $ Loans – Director/shareholders 73,777 73,777 Total Borrowings 73,777 73,777	Company Country Ownership Interest 31 Dec 2022 Ownership Interest 30 Jun 2022 FMS Lithium Corporation USA 41% 43% Reconciliation of the carrying amount of the investment: Opening carrying amount - Share of losses after income tax - Closing carrying amount - Note 5. Trade and Other Payables 31 Dec 2022 30 Jun 2022 $ $ Accruals 24,300 15,300 24,300 15,300 Note 6. Borrowings 31 Dec 2022 30 June 2022 $ $ Loans – Director/shareholders 73,777 73,777 Total Borrowings 73,777 73,777
		-
		30 Jun 2022 $ 15,300
	24,300	15,300
	31 Dec 2022 $ 73,777	30 June 2022 $ 73,777
	73,777	73,777

All loans made to the Company by related and third parties are unsecured, non-interest bearing and are due and payable within 12 months.

Note 7. Issued Capital 5,002 Ordinary shares – issued and fully paid (30 June 2022: 5,002) Movement in Ordinary Shares on Issue On issue at 1 July 2022 Share issue costs On issue at 31 Dec 2022	31 Dec 2022 30 Jun 2022 $ $ 72,599 72,599
	Number of Shares $ 5,002 72,599 - -
	5,002 72,599

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Note 8. Related Party Disclosures

There were no further transactions with related parties other than those disclosed above in Notes 3 and 6.

All transactions were made on normal commercial terms and conditions and at market rates.

Note 9. Financial Risk Management Objectives and Policies

Financial Risk Management Policies

Other than investments accounted for using the equity method, the Company’s financial instruments consists mainly of trade and other receivables, trade and other payables and borrowings.

The main purpose of non-derivative financial instruments is to raise finance for the Company’s operations. The Company does not speculate in the trading of derivative instruments.

Risk Exposures and Responses

The main risk the Company is exposed to through its financial instruments are market risk (including fair value and interest rate risk), credit risk, liquidity risk and foreign currency risk.

Fair values

Fair values of financial assets and liabilities are equivalent to carrying values due to their short terms to maturity.

Note 10. Commitments

There are no commitments at the end of the reporting period.

Note 11. Contingent Liabilities

The Company has no contingent liabilities at the end of the reporting period.

Note 12. Events after Reporting Date

No matters or circumstances have arisen since the end of the period which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.

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Director’s Declaration

For the half year ended 31 December 2022

1. In the opinion of the Director:

2. (a) the financial statements and notes are in accordance with the Corporations Act 2001 , including:

   • (i) giving a true and fair view of the Company’s financial position as at 31 December 2022 and of its performance for the period ended on that date.

   • (ii) complying with Australian Accounting Standards, International Financial Reporting Standards as issued by the International Accounting Standards Board and Corporations Regulations 2001 .

3. (b) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

4. This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 .

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Shanthar Pathmanathan

Director Dated this 22[nd] day of May 2023

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Moore Australia Audit (WA)

Level 15, Exchange Tower, 2 The Esplanade, Perth, WA 6000 PO Box 5785, St Georges Terrace, WA 6831 T +61 8 9225 5355 F +61 8 9225 6181 www.moore-australia.com.au

INDEPENDENT REVIEW REPORT TO THE MEMBERS OF ROSEPOINT PTY LTD

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Rosepoint Pty Ltd (the “company”) which comprises the consolidated statement of financial position as at 31 December 2022, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for the half-year ended on that date, a summary of significant accounting policies and other explanatory notes and the directors’ declaration of the company.

Conclusion

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the half-year financial report of Rosepoint Pty Ltd is not in accordance with the Corporations Act 2001 including:

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• giving a true and fair view of the consolidated entity’s financial position as at 31 December 2022 and of its performance for the half-year ended on that date; and

• complying with AASB 134: Interim Financial Reporting and the Corporations Regulations 2001 .

Directors’ Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 , and for such control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Australian Auditing Standards on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, anything has come to our attention that causes us to believe that the financial report is not presented fairly, in all material respects, in accordance with the Corporations Act 2001 . As the auditor of Rosepoint Pty Ltd ASRE 2410 requires that we comply with the ethical requirements relevant to the review of the financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and account 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.

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Moore Australia Audit (WA) – ABN 16 874 357 907. An independent member of Moore Global Network Limited - members in principal cities throughout the world. Liability limited by a scheme approved under Professional Standards Legislation.

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INDEPENDENT REVIEW REPORT

TO THE MEMBERS OF ROSEPOINT PTY LTD (CONTINUED)

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , as provided to the directors of Rosepoint Pty Ltd, would be in the same terms if provided to the directors as at the date of this auditor's review report.

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NEIL PACE PARTNER

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MOORE AUSTRALIA AUDIT (WA) CHARTERED ACCOUNTANTS

Signed at Perth this 22[nd] day of May 2023.

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