CONSTELLATION RESOURCES LIMITED — Annual Report 2024

Aug 21, 2024

Constellation Resources Limited ACN: 153 144 211

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ANNUAL

REPORT

2024

ANNUAL REPORT 2024 1

CORPORATE DIRECTORY

DIRECTORS

Mr Ian Middlemas — Chairman Mr Peter Woodman — Managing Director Mr Peter Muccilli — Technical Director Mr Robert Behets — Non-Executive Director Mr Mark Pearce — Non-Executive Director

COMPANY SECRETARY

Mr Lachlan Lynch

REGISTERED OFFICE

Level 9, 28 The Esplanade, Perth WA 6000 Australia Tel: +61 8 9322 6322 Fax: +61 8 9322 6558

AUDITOR

STOCK EXCHANGE

Australian Securities Exchange Fully Paid Ordinary Shares (ASX Code: CR1 )

SHARE REGISTER

Automic Registry Services Level 5, 191 St Georges Terrace Perth WA 6000 AUSTRALIA Tel: 1300 288 664

William Buck Audit (WA) Pty Ltd

SOLICITORS

Thomson Geer

BANKERS

National Australia Bank Australia and New Zealand Banking Group Limited

CONTENTS	PAG
Directors’ Report	1
Auditor’s Independence Declaration	19
Consolidated Statement of Proft or Loss and Other Comprehensive Income	20
Consolidated Statement of Financial Position	21
Consolidated Statement of Changes in Equity	22
Consolidated Statement of Cash Flows	23
Notes to the Financial Statements	24
Consolidated Entity Disclosure Statement	42
Directors’ Declaration	43
Independent Auditor’s Report	44
Corporate Governance Statement	49

PAGE

50

ASX Additional Information 2 CONSTELLATION RESOURCES LIMITED

DIRECTORS’ REPORT

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The Directors of Constellation Resources Limited present their report on the Group consisting of Constellation Resources Limited (the “ Company ” or “ Constellation ”) and the entities it controlled at the end or, or during, the year ended 30 June 2024 (the “ Group ”).

PRINCIPAL ACTIVITIES

The principal activity of the Group during the year consisted of the exploration for minerals and other commodities, including the Orpheus Project.

OPERATING AND FINANCIAL REVIEW

Highlights

• Preferred applicant for six Special Prospecting Authorities with an Acreage Option (“SPA-AO”) applications covering 56,192km[2] within Western Australia (Figure 1, 2 and 3). These first mover applications capture two basin scale opportunities that are considered highly prospective for natural hydrogen and helium .

• Western Australian parliament passed the Petroleum Legislation Amendment Bill 2023 in May 2024 that establishes the framework for both the exploration for, and subsequent inclusion into existing gas pipelines, of naturally occurring hydrogen in Western Australia.

• Global hydrogen demand is expected to grow fivefold by 2050. Current hydrogen consumption is mainly sourced from grey hydrogen (produced by natural gas).

• The economic potential of natural hydrogen as an energy source with its additional benefit as a zero-carbon fuel is gathering momentum worldwide.

• Natural hydrogen is sourced underground and offers the potential for significantly lower cost of production when carbon emissions compared to other hydrogen production (including subsidies).

• o Hydrogen is a colourless, odourless, tasteless and non-toxic gas which when combusted produces only a water vapour, making it a greener energy source.

• Soil sampling undertaken at the Orpheus Project (“Orpheus”) identified promising coherent nickel and copper anomalism, with other pathfinder elements for nickel sulphides confirmed. Testing of prospective targets with air-core drilling to occur, subject to finalising terms of heritage agreements and rig availability.

• Successful completion of placement to sophisticated investors and Directors and Officers of the Company to raise gross proceeds of $1.4 million.

• Several opportunities have been reviewed and the Company will continue in its efforts to identify and acquire suitable new opportunities in the resources sector, both domestically and overseas.

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Figure 1: Edmund-Collier Basin STP- SPA-0116-19 Application Locations.

Constellation Resources Limited ANNUAL REPORT 2024 1

DIRECTORS’ REPORT

(Continued)

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Figure 2: Edmund-Collier and Yerrida Basin Projects SPA-AO Application Locations.

Constellation Resources Limited ANNUAL REPORT 2024 2

DIRECTORS’ REPORT (Continued)

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EXPLORATION FOR NATURALLY OCCURRING HYDROGEN LEGISLATED IN WESTERN AUSTRALIA

During the financial year, the Western Australian parliament passed the Petroleum Legislation Amendment Bill 2023, which establishes the framework for both the exploration for, and subsequent inclusion into existing gas pipelines, of naturally occurring hydrogen in Western Australia.

Constellation was previously advised that it had been conditionally accepted as the preferred applicant for six Special Prospecting Authorities with an Acreage Option (“SPA-AO”) applications over the Edmund-Collier and Yerrida Basin areas (Figure 2), a cumulative area of 56,192km[2] . Constellation considers that it has selected two of the most prospective large-scale basin opportunities for hydrogen, helium and associated gases that will give it a first mover advantage in the search for natural hydrogen in Western Australia. The proximity of both the Edmund Collier and Yerrida Basin projects to the Dampier to Perth and Goldfields gas pipelines offers a potential solution to market should a discovery occur.

Global hydrogen demand is expected to grow fivefold by 2050. Current hydrogen consumption is mainly sourced from grey hydrogen (produced by natural gas) and the search for and uses of a zero-carbon source of hydrogen is gathering momentum worldwide. Natural hydrogen is a colourless, odourless, tasteless and non-toxic energy source, with only a water vapour by-product, making it a zero-carbon fuel, with no water requirements needed for production. Natural hydrogen is sourced underground and offers the potential for significantly lower cost of production and carbon emissions compared to other hydrogen production (including subsidies).

The world’s only known natural hydrogen producing field is Bourakebougou in Mali, Africa which has been generating carbon free electricity utilising natural hydrogen since 2012. The Company considers both its Edmund Collier and Yerrida Basin Projects to have the potential to be a larger scale analogue of Bourakebougou. The Yerrida Basin applications prospectivity is further supported by reported gas outbursts from underground mining operations that bookend the project area.

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Figure 3: Yerrida Basin STP- SPA-0120-21 Application Location.

Constellation Resources Limited ANNUAL REPORT 2024 3

DIRECTORS’ REPORT (Continued)

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During the financial year, the Company commenced engagement meetings with relevant stakeholders (native title groups, pastoral stations, other tenement holders etc) regarding its proposed activities on the SPA-AOs. Engagement with relevant stakeholders is one of the preliminary steps in a multi stage program to seek grant of the SPA-AOs and the search for hydrogen, helium and associated gases.

Upon grant of and receiving approval to commence on-ground work programs, the initial planned activity includes a large scale regional soil gas sampling program utilising hand held gas detectors that are able to detect a range of gases as a proxy for helium, as this gas is only able to be measured by laboratory analysis. Sample site locations are located along the side of gazetted roads and tracks to minimise disturbance and simplify access issues.

For further information on the Company’s SPA-AOs applications over the Edmund-Collier and Yerrida Basin areas, please refer to its ASX announcements dated 6 March 2024 and 27 May 2024.

ORPHEUS PROJECT – FRASER PROJECT

The Group manages the Orpheus Project (Figure 4), comprising five tenements covering approximately 340km[2] in the Fraser Range province of Western Australia. In the Fraser Range, certain Proterozoic mafic/ultramafic intrusion suites are prospective to host nickel-copper sulphide mineralisation. The region has had high levels of exploration activity for nickel following the Nova, Silver Knight and Mawson discoveries.

The Orpheus Project includes a 70% interest in two mineral exploration licences (E28/2403 and E63/1281) and one mineral exploration licence application (E63/1695). The granted exploration licences form part of a joint venture between the Company (70%) and Enterprise Metals Limited (“Enterprise”) (30%, ASX: ENT). Pursuant to the joint venture agreement, the Company is responsible for sole funding all joint venture activities on the tenements, which form part of the joint venture, up to completion of a bankable feasibility study.

Additionally, the Company has further 100% interests in two exploration licences (E28/2738 and E28/2957).

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Figure 4: Tenement Plan – Orpheus Project.

Constellation Resources Limited ANNUAL REPORT 2024 4

DIRECTORS’ REPORT (Continued)

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ORPHEUS PROJECT – TRANSLINE TENEMENTS

The Company previously carried out follow up programs to progress the positive results returned from ultrafine soil sampling programs completed within the Transline (“Transline”) tenement portfolio of the wider Orpheus Project in the Fraser Range of Western Australia (Figure 4 and 5). The Transline tenements include E28/2738, E28/2957 (100% Constellation) and E28/2403 (70% Constellation, 30% Enterprise Metals Limited (ASX: ENT)).

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Figure 5a and 5b: Ultrafine soil sampling nickel (Ni) and copper (Cu) points with magnetics base image and MLTEM.

The results of the ultrafine program identified promising areas of elevated coincident nickel, copper and gold soil anomalism, along with other pathfinder elements, cobalt, silver, tellurium, selenium and chromite in the Eucla Basin cover sequence (Figure 5). The Eucla Basin thickness is interpreted to be 60-100m over the Proterozoic Basement units, based on a previous passive seismic survey undertaken by the Company.

The Company had previously interpreted ten priority Geophysical Targets (of which five were drill tested) at Transline from completed gravity and aeromagnetic surveys that could represent Proterozoic mafic intrusions that are concealed beneath the Eucla Basin cover sequence. Mafic intrusions in the Fraser Range are the key host unit for nickel sulphides deposits as displayed at the IGO Nova nickel mine. The nickel and copper anomalous soil results are located near Geophysical Targets 8, 9 and 10, however, importantly, no drilling has been undertaken where the soil anomalies have been identified.

Future exploration work programs at the Orpheus Project in the Fraser Range include the testing of prospective targets with air-core drilling, expected to take place in due course, subject to the finalising of terms for heritage agreements for access.

Constellation Resources Limited ANNUAL REPORT 2024 5

DIRECTORS’ REPORT (Continued)

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OPERATING AND FINANCIAL REVIEW (Continued)

Business Strategies and Prospects for Future Financial Years

The objective of the Group is to create long-term shareholder value through the discovery, development and acquisition of technically feasible and/or economically viable mineral projects. To date, the Group has not commenced production of any minerals, nor has it identified a Mineral Resource in accordance with the JORC Code. To achieve its objective, the Group currently intends over the medium term to conduct further exploration activities including field work at its projects. These activities are inherently risky and the Board is unable to provide certainty of the expected results of these activities, or that any or all of these likely developments will be achieved. The material business risks faced by the Group that could have an effect on the Group’s future prospects, and how the Group manages these risks include:

• The Group’s exploration programmes may not identify an economic deposit – The Group’s projects are at an early stage of exploration and current/potential investors should understand that mineral exploration, development and mining are high-risk enterprises, only occasionally providing high rewards. The success of the Group depends, among other things, on successful exploration and/or acquisition of reserves, securing and maintaining title to tenements and consents, successful design, construction, commissioning and operating of mining and processing facilities, successful development and production in accordance with forecasts and successful management of the operations. Exploration and mining activities may also be hampered by force majeure circumstances, land claims and unforeseen mining problems. There is no assurance that exploration and development of the mineral interests owned by the Group, or any other projects that may be acquired in the future, will result in the discovery of mineral deposits which are capable of being exploited economically. Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited. If such commercial viability is never attained, the Group may seek to transfer its property interests or otherwise realise value, or the Group may even be required to abandon its business and fail as a “going concern”;

• The Group’s exploration and any future mining activities are dependent upon the grant, maintenance and/or renewal from time to time of the appropriate title interests, licences, concessions, leases, claims, permits and regulatory consents which may be withdrawn or made subject to new limitations - The Group notes that there is no assurance that title interests including the hydgroen and helium related Special Prospecting Authorities with an Acreage Option (“SPA-AOs”) and the Petroleum Exploration Permit (“PEP”), licences, concessions, leases, claims, permits or regulatory consents will be granted, or even if granted, not be revoked, significantly altered or granted on terms or with conditions not acceptable to the Company, or not renewed to the detriment of the Company or that the renewals thereof will be successful. Additionally, the Company may not progress to a granted SPA-AO or applying for a PEP, for a number of factors including but not limited to results from exploration activities, the abundance of gases present and/or native title and other stakeholder obligations.

• The Group’s operations will require further capital – the exploration and any development of the Group’s exploration properties will require substantial additional financing. Failure to obtain sufficient financing may result in delaying, or the indefinite postponement of, exploration and any development of the Group’s properties or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Group;

• The Group may be adversely affected by fluctuations in commodity prices – the price of commodities fluctuate widely and are affected by numerous factors beyond the control of the Group. Future production, if any, from the Group’s mineral properties will be dependent upon the price of commodities being adequate to make these properties economic. The Group currently does not engage in any hedging or derivative transactions to manage commodity price risk. As the Group’s operations change, this policy will be reviewed periodically going forward; and

• Global financial conditions may adversely affect the Group’s growth and profitability – many industries, including the mineral resource industry, are impacted by these market conditions. Some of the key impacts include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. Due to the current nature of the Group’s activities, a slowdown in the financial markets or other economic conditions may adversely affect the Group’s growth and ability to finance its activities.

Constellation Resources Limited ANNUAL REPORT 2024 6

DIRECTORS’ REPORT (Continued)

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Results of Operations

The net loss of the Group for the year ended 30 June 2024 was $1,892,919 (2023: $1,273,152). This loss is predominately comprised of exploration and evaluation expenditure and is attributable to the Group’s accounting policy of expensing exploration and evaluation expenditure (other than expenditures incurred in the acquisition of the rights to explore) incurred by the Group. In the current financial year, the net loss also includes share based payments expenses totalling $380,674 (2023: $972) relating to incentive options. The fair value of the incentive options is recognised over the vesting period of the option.

Financial Position

As at 30 June 2024, the Group had a net current asset surplus of $2,200,746 (2023: $2,350,636). At 30 June 2024, the Group had cash reserves of $2,293,234 (2023: $2,415,108) and borrowings of nil (2023: $nil). At 30 June 2024, the Group had net assets of $2,580,035 (2023: $2,735,727).

Dividends

No dividends were paid or declared since the start of the financial year. No recommendation for payment of dividends has been made.

EARNINGS PER SHARE

	2024	2023
	$	$
Basic and diluted loss per share ($ per share)	(0.04)	(0.03)

ENVIRONMENTAL REGULATION AND PERFORMANCE

The Group's operations are subject to various environmental laws and regulations under the relevant government's legislation. Full compliance with these laws and regulations is regarded as a minimum standard for all operations to achieve.

Instances of environmental non-compliance by an operation are identified either by external compliance audits or inspections by relevant government authorities. There have been no known breaches of environmental laws and regulations by the Group during the financial year.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There were no significant changes in the state of affairs of the Group during the year ended 30 June 2024 not otherwise disclosed.

SIGNIFICANT EVENTS AFTER THE REPORTING DATE

As at the date of this report, other than previously stated, there are no other matters or circumstances which have arisen since 30 June 2024 that have significantly affected or may significantly affect:

• the operations, in financial years subsequent to 30 June 2024, of the Group;

• the results of those operations, in financial years subsequent to 30 June 2024, of the Group; or

• the state of affairs, in financial years subsequent to 30 June 2024, of the Group.

SHARE OPTIONS

At the date of this report, the following securities have been issued over unissued Ordinary Shares of the Company:

• 2,000,000 unlisted options exercisable at $0.12, expiring 31 March 2027;

• 2,875,000 unlisted options exercisable at $0.18, expiring 31 March 2028; and

• 2,875,000 unlisted options exercisable at $0.25, expiring 31 March 2029.

During the year ended 30 June 2024, no ordinary shares were issued as a result of the exercise of options. Subsequent to year end and until the date of this report, no ordinary shares have been issued as a result of the exercise of options.

Constellation Resources Limited ANNUAL REPORT 2024 7

DIRECTORS’ REPORT (Continued)

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DIRECTORS

The names and details of Constellation’s directors in office at any time during, or since the end of, the financial year are:

Current Directors

Mr Ian Middlemas Chairman Mr Peter Woodman Managing Director Mr Peter Muccilli Technical Director Mr Robert Behets Non-Executive Director Mr Mark Pearce Non-Executive Director

Unless otherwise stated, Directors held their office from 1 July 2023 until the date of this report.

CURRENT DIRECTORS AND OFFICERS

Mr Ian Middlemas B.Com, CA

Chairman

Mr Middlemas is a Chartered Accountant and holds a Bachelor of Commerce degree. He worked for a large international Chartered Accounting firm before joining the Normandy Mining Group where he was a senior group executive for approximately 10 years. He has had extensive corporate and management experience, and is currently a director with a number of publicly listed companies in the resources sector.

Mr Middlemas was appointed a Director of the Company on 17 November 2017. During the three year period to the end of the financial year, Mr Middlemas has held directorships in Apollo Minerals Limited (July 2016 – present), Terra Metals Limited (October 2013 – present), Berkeley Energia Limited (April 2012 – present), GreenX Metals Limited (August 2011 – present), Salt Lake Potash Limited (Receivers and Managers Appointed) (January 2010 – present), Equatorial Resources Limited (November 2009 – present), Sovereign Metals Limited (July 2006 – present), Odyssey Gold Limited (September 2005 – present), NGX Limited (April 2019 – present) and Peregrine Gold Limited (September 2020 – February 2022).

Mr Peter Woodman B.Sc. (Geology), MAusIMM Managing Director

Mr Woodman is a geologist with over 25 years’ experience in exploration, development and operations in the resource sector. He is a graduate of the Australian National University and is a corporate member of the Australian Institute of Mining and Metallurgy. Mr Woodman has worked for a number of mining companies during his extensive career in the resources sector and has been influential in major project acquisition and discovery. He has a strong background in management, exploration planning and execution, resource development and mining operations both in Australia and overseas.

Mr Woodman most recently held the position of Chief Geologist at Regis Resources Limited where he oversaw exploration and resource development activities for its WA and NSW Projects. Prior to his role with Regis Resources Limited, he held positions with Papillon Resources Limited, Sovereign Metals Limited, WCP Resources Limited (now named Piedmont Lithium Limited), Samantha Gold NL, Ranger Minerals NL, Hellman & Schofield Pty Ltd, Centamin Egypt Limited and Kingsgate Consolidated Limited.

Mr Woodman was appointed as Managing Director of the Company on 9 April 2018. During the three year period to the end of the financial year, Mr Woodman has held directorships in Peregrine Gold Limited (September 2020 – March 2022).

Constellation Resources Limited ANNUAL REPORT 2024 8

DIRECTORS’ REPORT (Continued)

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Mr Peter Muccilli B.Sc. (Geology), MAusIMM Technical Director

Mr Muccilli is a Geologist with over 28 years of extensive exploration, development and operational experience in the resources sector, particularly nickel, gold, zinc and lead. Mr Muccilli was the former Managing Director and Chief Executive Officer for Mincor Resources NL (“Mincor”). During his 14 years at Mincor, Mr Muccilli also held the role of Kambalda Exploration Manager where he led the team that was responsible for much of Mincor’s nickel exploration success, including the high-grade greenfield Cassini discovery.

Mr Muccilli has also previously worked for Samantha Gold NL and Resolute Mining Ltd with experience in mine geology, exploration and resource estimation. He has worked at various gold and base metals projects across Australia including being the Commissioning Mine Geologist at a number of operations including the Chalice Gold mine and the Pillara Lead-Zinc mine.

Mr Muccilli was appointed as Technical Director of the Company on 22 July 2020. During the three year period to the end of the financial year, Mr Muccilli has held directorships in Poseidon Nickel Limited (August 2020 – present).

Mr Robert Behets B.Sc(Hons), FAusIMM, MAIG Non-Executive Director

Mr Behets is a geologist with 30 years’ experience in the mineral exploration and mining industry in Australia and internationally. He has had extensive corporate and management experience and has been Director of a number of ASX-listed companies in the resources sector including Mantra Resources Limited (“Mantra”), Papillon Resources Limited and Berkeley Energia Limited. Mr Behets was instrumental in the founding, growth and development of Mantra, an African-focussed uranium company, through to its acquisition by ARMZ for approximately A$1 billion in 2011. Prior to Mantra, he held various senior management positions during a long career with WMC Resources Limited.

Mr Behets has a strong combination of technical, commercial and managerial skills and extensive experience in exploration, mineral resource and ore reserve estimation, feasibility studies and operations across a range of commodities, including uranium, gold and base metals. He is a Fellow of The Australasian Institute of Mining and Metallurgy, a Member of the Australian Institute of Geoscientists and was previously a member of the Australasian Joint Ore Reserve Committee (“JORC”).

Mr Behets was appointed a Director of the Company on 30 June 2017. During the three year period to the end of the financial year, Mr Behets has held directorships in Apollo Minerals Limited (October 2016 – present), Equatorial Resources Limited (February 2016 – present), Berkeley Energia Limited (April 2012 - present) and Odyssey Gold Limited (August 2020 – present).

Mr Mark Pearce B.Bus, CA, FCIS, FFin Non-Executive Director

Mr Pearce is a Chartered Accountant and is currently a director of several listed companies that operate in the resources sector. He has had considerable experience in the formation and development of listed resource companies and has worked for several large international Chartered Accounting firms. Mr Pearce is also a Fellow of the Governance Institute of Australia and a Fellow of the Financial Services Institute of Australasia.

Mr Pearce was appointed a Director of the Company on 29 July 2016. During the three year period to the end of the financial year, Mr Pearce has held directorships in GreenX Limited (August 2011 – present), Equatorial Resources Limited (November 2009 – present), Terra Metals Limited (June 2022 – present), Sovereign Metals Limited (July 2006 – present), NGX Limited (April 2019 – present) and Peregrine Gold Limited (September 2020 – February 2022).

Mr Lachlan Lynch B.Com, CA, AGIA

Company Secretary

Mr Lynch is a Chartered Accountant and Chartered Secretary who commenced his career at a large international Chartered Accounting firm and is currently a Financial Controller for the Apollo Group which is involved in a number of listed companies that operate in the resources sector. Mr Lynch was appointed as Company Secretary of Constellation Resources Limited on 24 October 2018.

Constellation Resources Limited ANNUAL REPORT 2024 9

DIRECTORS’ REPORT (Continued)

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REMUNERATION REPORT - AUDITED

This Remuneration Report, which forms part of the Directors' Report, sets out information about the remuneration of Key Management Personnel (“KMP”) of the Group.

Details of Key Management Personnel

The KMP of the Group during or since the end of the financial year were as follows:

Directors

Mr Ian Middlemas Chairman Mr Peter Woodman Managing Director Mr Peter Muccilli Technical Director Mr Robert Behets Non-Executive Director Mr Mark Pearce Non-Executive Director

Other KMP Mr Lachlan Lynch Company Secretary

Unless otherwise disclosed, the KMP held their position from 1 July 2023 until the date of this report.

Remuneration Policy

The Group’s remuneration policy for its KMP has been developed by the Board taking into account the size of the Group, the size of the management team for the Group, the nature and stage of development of the Group’s current operations, and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors. In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP:

• (a) the Group is currently focussed on undertaking exploration, appraisal and development activities;

• (b) risks associated with small cap resource companies whilst exploring and developing projects; and

• (c) other than profit which may be generated from asset sales, the Group does not expect to be undertaking profitable operations until sometime after the commencement of commercial production of the project.

Remuneration Policy for Executives

The Group’s remuneration policy is to provide a fixed remuneration component and a performance based component (short term incentive and long term incentive). The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and is appropriate in aligning executives’ objectives with shareholder and business objectives.

Fixed Remuneration

Fixed remuneration consists of base salary, as well as employer contributions to superannuation funds and other non-cash benefits. Fixed remuneration is reviewed annually by the Board. The process consists of a review of Group and individual performance, relevant comparative remuneration externally and internally and, where appropriate, external advice on policies and practices.

Performance Based Remuneration – Short Term Incentive

Some executives are entitled to an annual cash incentive payment upon achieving various key performance indicators (“KPI’s”), as set by the Board. Having regard to the current size, nature and opportunities of the Group, the Board has determined that these KPI’s will include measures such as successful commencement and/or completion of exploration activities (e.g. commencement/completion of exploration programs within budgeted timeframes and costs), establishment of government relationships (e.g. establish and maintain sound working relationships with government and officialdom), development activities (e.g. completion of infrastructure studies and commercial agreements), corporate activities (e.g. recruitment of key personnel and representation of the company at international conferences) and business development activities (e.g. corporate transactions and capital raisings).

These measures were chosen as the Board believes they represent the key drivers in the short and medium term success of the Project’s development. On an annual basis, subsequent to year end, the Board assesses performance against each individual executive’s KPI criteria. During the 2024 financial year, no bonuses (2023: nil) were approved, paid, or are payable.

Constellation Resources Limited ANNUAL REPORT 2024 10

DIRECTORS’ REPORT (Continued)

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REMUNERATION REPORT – AUDITED (CONTINUED)

Performance Based Remuneration – Long Term Incentive

The Board has or may issue incentive securities to some executives (if applicable) as a key component of the incentive portion of their remuneration, in order to attract and retain the services of any executives and to provide an incentive linked to the performance of the Group. The Board considers that for each executive who has or may receive securities in the future, their experience in the resources industry will greatly assist the Group in progressing its projects to the next stage of development and the identification of new projects. As such, the Board believes that the number of incentive securities to be granted to any executives will be commensurate to their value to the Group.

The Board has a policy of granting incentive securities to executives (if applicable) with exercise prices at and/or above market share price (at the time of agreement). As such, incentive securities granted to executives will generally only be of benefit if the executives perform to the level whereby the value of the Group increases sufficiently to warrant exercising the incentive securities granted.

Other than service-based vesting conditions, there are not expected to be additional performance criteria if incentive securities are granted to executives, as given the speculative nature of the Group’s activities and the small management team responsible for its running, it is considered the performance of the executives and the performance and value of the Group are closely related. If other forms of incentive securities are issued, then performance milestones may be applied. The Group’s Securities Trading Policy prohibits KMP from entering into arrangements to limit their exposure to Incentive Securities granted as part of their remuneration package.

During the year ended 30 June 2024, 4,650,000 unlisted incentive options were issued to KMP (30 June 2023: nil), no incentive options previously issued to KMP were exercised (30 June 2023: nil) and no incentive options previously issued to KMP expired (30 June 2023: 1,050,000).

Remuneration Policy for Non-Executive Directors

The Board policy is to remunerate Non-Executive Directors at or below market rates for comparable companies for time, commitment and responsibilities. Given the current size, nature and risks of the Group, incentive securities may be used to attract and retain Non-Executive Directors. The Board determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required.

The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at a General Meeting. Total Directors' fees paid to all Non-Executive Directors are not to exceed $250,000 per annum. Director's fees paid to Non-Executive Directors accrue on a daily basis. Fees for NonExecutive Directors are not linked to the performance of the entity. However, to align Directors' interests with shareholder interests, the Directors are encouraged to hold shares in the Company and Non-Executive Directors may in limited circumstances receive incentive securities in order to secure their services.

Fees for the Chairman are presently $36,000 and fees for other Non-Executive Directors are $20,000 per annum plus superannuation. These fees cover main board activities only. Non-Executive Directors may receive additional remuneration for other services provided to the Group.

Relationship between Remuneration of KMP and Shareholder Wealth

During the Group’s project identification, acquisition, exploration and development phases of its business, the Board anticipates that the Group will retain earnings (if any) and other cash resources for the exploration and development of its resource projects. Accordingly the Group does not currently have a policy with respect to the payment of dividends and returns of capital. Therefore there is no relationship between the Board’s policy for determining the nature and amount of remuneration of KMP and dividends paid and returns of capital by the Group during the current and previous financial years.

The Board did not determine the nature and amount of remuneration of the KMP by reference to changes in the price at which shares in the Company traded between the beginning and end of the current financial year. Discretionary annual cash bonuses, when applicable, will be based on achieving various non-financial key performance indicators to be determined by the Board. However, as noted above, KMP’s may receive Incentive Securities which generally will only be of value should the value of the Company’s shares increase sufficiently to warrant exercising the Incentive Securities.

Constellation Resources Limited ANNUAL REPORT 2024 11

DIRECTORS’ REPORT (Continued)

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REMUNERATION REPORT – AUDITED (CONTINUED)

Relationship between Remuneration of KMP and Earnings

As discussed above, the Group is currently undertaking new project acquisition, exploration and development activities, and does not expect to be undertaking profitable operations (other than by way of material asset sales, none of which are currently planned) until sometime after the successful commercialisation, production and sales of commodities from one or more of its projects. Accordingly the Board does not consider earnings during the current and previous financial years when determining the nature and amount of remuneration of KMP.

In addition to a focus on operating activities, the Board is also focussed on finding and completing new business and other corporate opportunities. The Board considers that the prospects of the Group and resulting impact on shareholder wealth will be enhanced by this approach. Accordingly, a bonus may be paid upon the successful completion of a new business or corporate transaction. No bonuses were declared or paid to KMP in the current financial year (2023: nil).

Where required, KMP receive superannuation contributions, currently equal to 11% of their salary, and do not receive any other retirement benefit. This amount will be increased to 11.5% beginning 1 July 2024.

All remuneration provided to KMP is valued at cost to the company and expensed. Incentive securities are valued using the Black Scholes option or Binomial valuation methodology as appropriate. The value of these incentive securities is expensed over the vesting period.

Employment Contracts with Key Management Personnel

Mr Peter Woodman, Managing Director, has a letter of appointment confirming the terms and conditions of his appointment as Managing Director dated 9 April 2018. Mr Woodman receives a salary of $240,000 per annum plus superannuation. Mr Woodman’s appointment is on a rolling annual basis and can be terminated by the Company by giving notice no less than 3 months prior to the end of each annual period. In the event of termination by the Company, Mr Woodman is entitled to receive his salary and benefits for a maximum period of 3 months. Subject to the satisfaction of key performance indicators set by the Board, Mr Woodman will be entitled to a discretionary performance cash bonus of up to $60,000 per annum. Given the current nature, size and opportunities of the Company, these key performance indicators may include measures such as successful completion of exploration activities (i.e. within budgeted timeframes and costs), development activities (such as completion of technical assessments and technical studies), corporate activities and business development activities.

Mr Peter Muccilli, Technical Director, has a letter of appointment confirming the terms and conditions of his appointment as Technical Director dated 18 July 2020. Mr Muccilli receives a salary of $225,000 per annum plus superannuation. Mr Muccilli’s appointment is on a rolling annual basis and can be terminated by the Company by giving notice no less than 3 months prior to the end of each annual period. In the event of termination by the Company, Mr Muccilli is entitled to receive his salary and benefits for a maximum period of 3 months. Subject to the satisfaction of key performance indicators set by the Board, Mr Muccilli will be entitled to a discretionary performance cash bonus of up to $45,000 per annum. Given the current nature, size and opportunities of the Company, these key performance indicators may include measures such as successful completion of exploration activities (i.e. within budgeted timeframes and costs), development activities (such as completion of technical assessments and technical studies), corporate activities and business development activities.

All Directors have a letter of appointment confirming the terms and conditions of their appointment as a Director of the Company.

Constellation Resources Limited ANNUAL REPORT 2024 12

DIRECTORS’ REPORT (Continued)

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REMUNERATION REPORT – AUDITED (CONTINUED)

Remuneration of Key Management Personnel

Details of the nature and amount of each element of the remuneration of each director and KMP of the Group for the years ended 30 June 2024 and 30 June 2023 are as follows:

	Short-term		Post-		Total	Performance
			employment			Related
	Salary &	Other	Super-	Share-based
	Fees		annuation	payment
			benefits	expense
2024
	$	$	$	$	$	%
Directors
Mr Ian Middlemas	36,000	-	-	-	36,000	-
Mr Peter Woodman	240,000	-	26,400	68,293	334,693	20
Mr Peter Muccilli	225,000	-	24,750	85,367	335,117	25
Mr Robert Behets	20,000	-	2,200	25,610	47,810	54
Mr Mark Pearce	20,000	-	2,200	25,610	47,810	54
Other KMP
Mr Lachlan Lynch1	-	-	-	59,757	59,757	100
Total	541,000	-	55,550	264,637	861,187

	Short-term		Post-		Total	Performance
			employment			Related
	Salary &	Other	Super-	Share-based
	Fees		annuation	payment
			benefits	expense
2023
	$	$	$	$	$	%
Directors
Mr Ian Middlemas	36,000	-	-	-	36,000	-
Mr Peter Woodman	240,000	-	25,200	-	265,200	-
Mr Peter Muccilli	225,000	-	23,625	729	249,354	-
Mr Robert Behets	20,000	-	2,100	-	22,100	-
Mr Mark Pearce	20,000	-	2,100	-	22,100	-
Other KMP
Mr Lachlan Lynch1	-	-	-	-	-	-
Total	541,000	-	53,025	729	594,754

Notes:

1. Mr Lynch provides services as the Company Secretary through a services agreement with Apollo Group Pty Ltd (‘Apollo’). Apollo is paid A$300,000 (30 June 2023: $288,000) per annum for the provision of serviced office facilities and administrative, accounting and company secretarial services to the Group.

Constellation Resources Limited ANNUAL REPORT 2024 13

DIRECTORS’ REPORT (Continued)

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REMUNERATION REPORT – AUDITED (CONTINUED)

Ordinary Shareholdings of Key Management Personnel

Details of the ordinary shares held by each director and KMP of the Group for the year ended 30 June 2024 are as follows:

	Held at	Granted as		Net Change	Held at
	1 July 2023	Remuneration	Purchases	**Other **	30 June 2024
2024	(#)	(#)	(#)	(#)	(#)
Directors
Mr Ian Middlemas	3,200,000	-	800,000	-	4,000,000
Mr Peter Woodman	1,266,666	-	233,334	-	1,500,000
Mr Peter Muccilli	100,000	-	100,000	-	200,000
Mr Robert Behets	799,999	-	200,000	-	999,999
Mr Mark Pearce	1,333,331	-	500,000	-	1,833,331
Other KMP
Mr Lachlan Lynch	61,903	-	400,000	-	461,903
Total	6,761,899	-	2,233,334	-	8,995,233

Unlisted Option Holdings and Incentive Securities of Key Management Personnel

Details of the relevant incentive securities granted to or held by each director and KMP of the Group for the year ended 30 June 2024 are as follows:

	Held at				Net	Held at	Vested and
	1 July	Granted as	Options	Options	Change	30 June	exercisable
2024	2023 (#)	Remuneration (#)	exercised (#)	expired (#)	Other (#)	2024 (#)	(#)
Directors
Mr Ian Middlemas	-	-	-	-	-	-	-
Mr Peter Woodman	-	1,200,000	-	-	-	1,200,000	400,000
Mr Peter Muccilli	-	1,500,000	-	-	-	1,500,000	500,000
Mr Robert Behets	-	450,000	-	-	-	450,000	150,000
Mr Mark Pearce	-	450,000	-	-	-	450,000	150,000
Other KMP
Mr Lachlan Lynch	-	1,050,000	-	-	-	1,050,000	350,000
	-	4,650,000	-	-	-	4,650,000	1,550,000

Constellation Resources Limited ANNUAL REPORT 2024 14

DIRECTORS’ REPORT (Continued)

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REMUNERATION REPORT – AUDITED (CONTINUED)

Options Granted to Key Management Personnel

Details of Incentive Options granted by the Group to each KMP previously are as follows:

						Grant
						Date	No. Vested	%	%
					Exercise	Fair	as at 30 June	vested	expired
2024	Options Granted	Grant Date	Vesting Date	Expiry Date	Price $	Value $	2024	in year	in year
Director
Mr Peter Woodman	400,000	27/05/2024	27/05/2024	31/03/2027	$0.12	$0.1065	400,000	100%	-
	400,000	27/05/2024	27/11/2024	31/03/2028	$0.18	$0.1048	-	-	-
	400,000	27/05/2024	27/05/2025	31/03/2029	$0.25	$0.1059	-	-	-
Mr Peter Muccilli	500,000	27/05/2024	27/05/2024	31/03/2027	$0.12	$0.1065	500,000	100%	-
	500,000	27/05/2024	27/11/2024	31/03/2028	$0.18	$0.1048	-	-	-
	500,000	27/05/2024	27/05/2025	31/03/2029	$0.25	$0.1059	-	-	-
Mr Robert Behets	150,000	27/05/2024	27/05/2024	31/03/2027	$0.12	$0.1065	150,000	100%	-
	150,000	27/05/2024	27/11/2024	31/03/2028	$0.18	$0.1048	-	-	-
	150,000	27/05/2024	27/05/2025	31/03/2029	$0.25	$0.1059	-	-	-
Mr Mark Pearce	150,000	27/05/2024	27/05/2024	31/03/2027	$0.12	$0.1065	150,000	100%	-
	150,000	27/05/2024	27/11/2024	31/03/2028	$0.18	$0.1048	-	-	-
	150,000	27/05/2024	27/05/2025	31/03/2029	$0.25	$0.1059	-	-	-
Other KMP
Mr Lachlan Lynch	350,000	27/05/2024	27/05/2024	31/03/2027	$0.12	$0.1065	350,000	100%	-
	350,000	27/05/2024	27/11/2024	31/03/2028	$0.18	$0.1048	-	-	-
	350,000	27/05/2024	27/05/2025	31/03/2029	$0.25	$0.1059	-	-	-

During the financial year ended 30 June 2024, no (30 June 2023: 1,050,000) incentive securities lapsed for KMP of the Group.

Details of the values of Incentive Options granted, exercised or lapsed for each KMP during the 2024 financial year are as follows:

				Value of Options	Remuneration for
	Value of Options	Value of Options	Value of Options	included in	the year that
	Granted during	exercised during	expired during	remuneration for	consists of
	the Year	the year	the year	the year	Options
2024	$	$	$	$	%
Directors
Mr Peter Woodman	126,864	-	-	68,293	20
Mr Peter Muccilli	158,580	-	-	85,367	25
Mr Robert Behets	47,574	-	-	25,610	54
Mr Mark Pearce	47,574	-	-	25,610	54
Other KMP
Mr Lachlan Lynch	111,006	-	-	59,757	100
Total	491,598	-	-	264,637

Loans from Key Management Personnel

No loans were provided to or received from Key Management Personnel during the year ended 30 June 2024 (2023: Nil).

Constellation Resources Limited ANNUAL REPORT 2024 15

DIRECTORS’ REPORT (Continued)

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Other Transactions

Apollo Group Pty Ltd (“Apollo Group”), a Company of which Mr Mark Pearce is a director and beneficial shareholder, provides corporate, administration and company secretarial services and serviced office facilities to the Group under a services agreement. Either party can terminate the services agreement at any time for any reason by giving one month’s written notice. Apollo Group received a monthly retainer of $25,000 (exclusive of GST) for the provision of these services. Effective 1 July 2024, the monthly retainer has increased to $26,000 (exclusive of GST). The monthly retainer is reviewed every six to twelve months and is based on Apollo Group’s budgeted cost of providing the services to the Group (and other companies utilising same or similar services from Apollo Group) for the next six to twelve month period, with minimal mark-up (if any).

End of the audited Remuneration Report.

DIRECTORS' INTERESTS

As at the date of this report, the Directors' interests in the securities of the Company are as follows:

	Shares1
Ian Middlemas	4,000,000
Peter Woodman	1,500,000
Peter Muccilli	200,000
Robert Behets	999,999
Mark Pearce	1,833,331

Notes:

1 ‘Shares’ means fully paid ordinary shares in the capital of the Company.

TENEMENT SCHEDULE

Tenements held as at the date of the Directors’ Report are listed in the table below:

Application Identifier	Type	**Size (km2) **	Location
STP-SPA-0116	SPA-AO (Conditionally Granted)	9,419	Edmund-Collier Basin
STP-SPA-0117	SPA-AO (Conditionally Granted)	9,465	Edmund-Collier Basin
STP-SPA-0118	SPA-AO (Conditionally Granted)	9,357	Edmund-Collier Basin
STP-SPA-0119	SPA-AO (Conditionally Granted)	9,047	Edmund-Collier Basin
STP-SPA-0120	SPA-AO (Conditionally Granted)	8,918	Yerrida Basin
STP-SPA-0121	SPA-AO (Conditionally Granted)	9,176	YerridaBasin

Reference	Project	State	Status	Interest
E28/2403	Orpheus Project	Western Australia	Granted	70%
E63/1281	Orpheus Project	Western Australia	Granted	70%
E63/1695	Orpheus Project	Western Australia	Application	70%
E28/2738	Orpheus Project	Western Australia	Granted	100%
E28/2957	Orpheus Project	Western Australia	Granted	100%

Constellation Resources Limited ANNUAL REPORT 2024 16

DIRECTORS’ REPORT (Continued)

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MEETINGS OF DIRECTORS

The number of meetings of Directors held during the year and the number of meetings attended by each Director was as follows:

Current Directors	Board Meetings	Board Meetings
	Number Eligible to Attend	Number Attended
Mr Ian Middlemas	3	3
Mr Peter Woodman	3	3
Mr Peter Muccili	3	3
Mr Robert Behets	3	3
Mr Mark Pearce	3	3

There were no Board committees during the financial year. The Board as a whole currently performs the functions of an Audit Committee, Risk Committee, Nomination Committee, and Remuneration Committee, however this will be reviewed should the size and nature of the Group’s activities change.

INDEMNIFICATION AND INSURANCE OF OFFICERS

The Company has entered into Deeds of Indemnity with the Directors indemnifying them against certain liabilities and costs to the extent permitted by law.

The Group has paid, or agreed to pay, premiums in respect of Directors’ and Officers’ Liability Insurance and Company Reimbursement policies for the 12 months ended 30 June 2024 and 2023, which cover all Directors and officers of the Company against liabilities to the extent permitted by the Corporations Act 2001. The policy conditions preclude the Group from any detailed disclosures including premium amount paid.

PROCEEDINGS ON BEHALF OF COMPANY

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

The Group was not a party to any such proceedings during the year.

NON-AUDIT SERVICES

Non-audit services provided by our auditors William Buck and related entities for the financial year ended 30 June 2024 amounted to nil (2023: nil).

AUDITOR'S INDEPENDENCE DECLARATION

The lead auditor's independence declaration for the year ended 30 June 2024 has been received and can be found on page 19 of the Directors' Report.

This report is made in accordance with a resolution of the Directors made pursuant to section 298(2) of the Corporations Act 2001.

For and on behalf of the Directors

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PETER WOODMAN Managing Director

22 August 2024

Constellation Resources Limited ANNUAL REPORT 2024 17

DIRECTORS’ REPORT (Continued)

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COMPETENT PERSONS STATEMENT

The information in this report that relates to Exploration Results is extracted from the following ASX announcements:

• “Ultrafine Soil Sample Results at Transline” – dated 26 October 2023;

• “Transline Ultrafine Soil Sampling Survey Results” – dated 27 July 2023;

• “June 2020 Quarterly Reports” – dated 27 July 2020; and

• “Drill Targets Identified in the Fraser Range” - dated 20 January 2020.

These announcements are available to view at the Company’s website on www.constellationresources.com.au. The information in the original ASX Announcements that related to Exploration Results was based on, and fairly represents information compiled by Peter Muccilli, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Muccilli is a Technical Director of Constellation Resources Limited and a holder of shares and options in Constellation Resources Limited. Mr Muccilli has sufficient experience that is relevant to the styles of mineralisation and types of deposit under consideration, and to the activity being undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (JORC Code). The Company confirms that it is not aware of any information or data that materially affects the information included in the original market announcements. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements.

FORWARD LOOKING STATEMENTS

Statements regarding plans with respect to Constellation’s projects are forward-looking statements. There can be no assurance that the Company’s plans for development of its projects will proceed as currently expected. These forward-looking statements are based on the Company’s expectations and beliefs concerning future events. Forward looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the Company, which could cause actual results to differ materially from such statements. The Company makes no undertaking to subsequently update or revise the forward-looking statements made in this announcement, to reflect the circumstances or events after the date of that announcement.

Constellation Resources Limited ANNUAL REPORT 2024 18

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Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

To the directors of Constellation Resources Limited

As lead auditor for the audit of Constellation Resources Limited for the year ended 30 June 2024, I declare that, to the best of my knowledge and belief, there have been:

• no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and

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

This declaration is in respect of Constellation Resources Limited and the entities it controlled during the year.

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William Buck Audit (WA) Pty Ltd

ABN 67 125 012 124

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Amar Nathwani

Director

Dated this 22[nd] of August 2024

Level 3, 15 Labouchere Road, South Perth WA 6151 +61 8 6436 2888 PO Box 748, South Perth WA 6951

wa.info@williambuck.com williambuck.com

William Buck is an association of firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation.

Constellation Resources Limited ANNUAL REPORT 2024 19

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2024

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		2024	2023
	Notes	$	$
Interest income		82,662	70,348
Exploration and evaluation expenses		(877,786)	(717,936)
Administration expenses		(435,575)	(424,600)
Business development expenses		(281,546)	(199,992)
Share based payments expenses	12	(380,674)	(972)
Loss before income tax		(1,892,919)	(1,273,152)
Income tax expense	4	-	-
Loss for the year		(1,892,919)	(1,273,152)
Loss attributable to members of Constellation Resources Limited		(1,892,919)	(1,273,152)
Other comprehensive income for the year, net of tax		-	-
Total comprehensive loss for the year		(1,892,919)	(1,273,152)
Total comprehensive loss attributable to members of Constellation Resources Limited		(1,892,919)	(1,273,152)
Basic and diluted loss per share attributable to the ordinary
equity holders ($ per share)	23	(0.04)	(0.03)

The accompanying notes form part of these financial statements.

Constellation Resources Limited ANNUAL REPORT 2024 20

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2024

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		2024	2023
	Notes	$	$
ASSETS
Current Assets
Cash and cash equivalents	11	2,293,234	2,415,108
Other receivables	3	8,798	436
Total Current Assets		2,302,032	2,415,544
Non-Current Assets
Property, plant and equipment	5	29,289	35,091
Exploration and evaluation assets	6	350,000	350,000
Total Non-Current Assets		379,289	385,091
TOTAL ASSETS		2,681,321	2,800,635
LIABILITIES
Current Liabilities
Trade and other payables	7	80,640	49,380
Provisions		20,646	15,528
Total Current Liabilities		101,286	64,908
TOTAL LIABILITIES		101,286	64,908
NET ASSETS		2,580,035	2,735,727
EQUITY
Contributed equity	8	11,074,386	9,717,833
Reserves	9	1,580,822	1,200,148
Accumulated losses	10	(10,075,173)	(8,182,254)
TOTAL EQUITY		2,580,035	2,735,727

The accompanying notes form part of these financial statements.

Constellation Resources Limited ANNUAL REPORT 2024 21

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2024

			Share Based	Other
	Contributed	Accumulated	Payment	Equity	Total
	Equity	Losses	Reserve	Reserve	Equity
	$	$	$	$	$
2024
Balance at 1 July 2023	9,717,833	(8,182,254)	-	1,200,148	2,735,727
Net loss for theyear	-	(1,892,919)	-	-	(1,892,919)
Total comprehensive income/(loss) for the year	-	(1,892,919)	-	-	(1,892,919)
Transactions with owners
recorded directly in equity
Issue of Shares	1,393,000	-	-	-	1,393,000
Share issue costs	(36,447)	-	-	-	(36,447)
Share basedpayment expense	-	-	380,674	-	380,674
Balance at 30 June 2024	11,074,386	(10,075,173)	380,674	1,200,148	2,580,035
2023
Balance at 1 July 2022	9,717,833	(7,052,531)	142,457	1,200,148	4,007,907
Net loss for theyear	-	(1,273,152)	-	-	(1,273,152)
Total comprehensive income/(loss) for the year	-	(1,273,152)	-	-	(1,273,152)
Transactions with owners
recorded directly in equity
Share based payment expense	-	-	972	-	972
Transfer from SBP reserve upon expiryof options	-	143,429	(143,429)	-	-
Balance at 30 June 2023	9,717,833	(8,182,254)	-	1,200,148	2,735,727

The accompanying notes form part of these financial statements.

Constellation Resources Limited ANNUAL REPORT 2024 22

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2024

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		2024	2023
	Notes	$	$
Operating activities
Interest received from third parties		82,761	70,348
Payments to employees and suppliers		(722,613)	(589,494)
Payments for exploration and evaluation expenses		(835,085)	(737,322)
Net cash flows used in operating activities	11(a)	(1,474,937)	(1,256,468)
Investing activities
Payments for property, plant and equipment		(3,490)	-
Net cash flows used in investing activities		(3,490)	-
Financing activities
Proceeds from issue of ordinary shares	8	1,393,000	-
Share issue costs	8	(36,447)	-
Net cash flows from financing activities		1,356,553	-
Net increase/(decrease) in cash and cash equivalents		(121,874)	(1,256,468)
Cash and cash equivalents at the beginning of the year		2,415,108	3,671,576
Cash and cash equivalents at the end of the year	11(b)	2,293,234	2,415,108

The accompanying notes form part of these financial statements.

Constellation Resources Limited ANNUAL REPORT 2024 23

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024

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1. STATEMENT OF MATERIAL ACCOUNTING POLICIES

The material accounting policies adopted in preparing the consolidated financial report of Constellation Resources Limited (“Constellation” or “Company”) and its consolidated entities (“Group”) for the year ended 30 June 2024 are stated to assist in a general understanding of the financial report. Constellation is a Company limited by shares, incorporated and domiciled in Australia. The consolidated financial report of the Group for the year ended 30 June 2024 was authorised for issue in accordance with a resolution of the Directors on 21 August 2024.

(a) Basis of Preparation

The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (“AASBs”) and interpretations adopted by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001. The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the financial statements, the Company is a for-profit entity. The consolidated financial report has also been prepared on a historical cost basis. The financial report is presented in Australian dollars.

(b) Statement of Compliance

The consolidated financial report complies with Australian Accounting Standards and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. In the current financial year, the Group has adopted all of the new and revised Standards and Interpretations issued by the AASB that are mandatory for the current annual reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

(c) Issued standards and interpretations not early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Group for the reporting period ended 30 June 2024. Those which may be relevant to the Group are set out in the table below, but these are not expected to have any significant impact on the Group’s financial statements:

Standard/Interpretation	Application Date of Standard	Application Date for Group
AASB 2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-Current	1 January2024	1 July2024
AASB 2022-6 Amendments to Australian Accounting Standards – Non-current Liabilities with Covenants	1 January2024	1 July2024
AASB 2022-5 Amendments to Australian Accounting standards – Lease Liability in a Sale and Leaseback	1 January2024	1 July2024
AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture	1 January2025	1 July2025
AASB 2021-7(a-c) Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections	1 January2025	1 July2025
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures	1 January2026	1 July2026
AASB 18 Presentation and Disclosure in Financial Statements	1 January2027	1 July2027

Constellation Resources Limited ANNUAL REPORT 2024 24

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

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1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

(d) Principles of Consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Constellation Resources Limited (“Company” or “Parent Entity”) as at 30 June 2024 and the results of all subsidiaries for the year then ended. Constellation Resources Limited and its subsidiaries together are referred to as the Group.

Control is only achieved when the Group has the power over the investee (i.e. ability to direct relevant activities of the investee), is exposed, or has rights, to variable returns from its involvement with the investee, and when it has the ability to use its power to affect its returns. When the Group has less than a majority of the voting rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over the investee, including the size of the Group's holding of voting rights relative to the size and dispersion of holdings of the other vote holders, the potential voting rights held by the Company, other vote holders or other parties and any rights arising from other contractual arrangements.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the elements of control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Intercompany transactions and balances, income and expenses and profits and losses between Group companies, are eliminated. The financial statements of the subsidiaries are prepared for the same reporting year as the Parent Entity, using consistent accounting policies. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Investments in subsidiaries are accounted for at cost less impairment in the individual financial statements of the Company.

(e) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of 3 months or less.

(f) Trade and Other Receivables

Trade receivables are recognised and carried at original invoice amount less an expected credit loss provision. An estimate for the expected credit loss is made based on the historical risk of default and expected loss rates at the inception of the transaction. Inputs are selected for the expected credit loss impairment calculation based on the Group’s past history, existing market conditions as well as forward looking estimates.

(g) Payables

Liabilities are recognised for amounts to be paid in the future for goods and services received. Trade accounts payable are normally settled within 30 days.

(h) Provisions

Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

(i) Operating Segments

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. The chief operating decision maker has been identified as the Board of Directors, taken as a whole. This includes start up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of directors.

Operating segments have been identified based on the information provided to the Board of Directors. The Group aggregates two or more operating segments when they have similar economic characteristics. Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements. Information about other business activities and operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “all other segments”.

Constellation Resources Limited ANNUAL REPORT 2024 25

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

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1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

(j) Exploration and Evaluation Expenditure

Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method and with AASB 6 Exploration for and Evaluation of Mineral Resources , which is the Australian equivalent of IFRS 6. Exploration and evaluation expenditure encompasses expenditures incurred by the Group in connection with the exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable.

For each area of interest, expenditure incurred in the acquisition of rights to explore is capitalised, classified as tangible or intangible, and recognised as an exploration and evaluation asset. Exploration and evaluation assets are measured at cost at recognition and are recorded as an asset if:

• (i) the rights to tenure of the area of interest are current; and

• (ii) at least one of the following conditions is also met:

• the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and

• exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation expenditure incurred by the Group subsequent to the acquisition of the rights to explore is expensed as incurred, up until the technical feasibility and commercial viability of the project has been demonstrated with a bankable feasibility study.

Capitalised exploration costs are reviewed at each reporting date to establish whether an indication of impairment exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.

Where a decision is made to proceed with development, accumulated expenditure is tested for impairment and transferred to development properties, and then amortised over the life of the reserves associated with the area of interest once mining operations have commenced. Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

(k) Earnings per Share

Basic earnings per share (“EPS”) is calculated by dividing the net profit attributable to members of the Company for the reporting period, after excluding any costs of servicing equity, by the weighted average number of ordinary shares of the Company.

Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the after tax effect of financing costs associated with dilutive potential Ordinary Shares and the effect on revenues and expenses of conversion to Ordinary Shares associated with dilutive potential Ordinary Shares, by the weighted average number of Ordinary Shares and dilutive Ordinary Shares.

(l) Revenue Recognition

Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.

(m) Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

(n) Interests in Joint Operations

The Group's share of the assets, liabilities, revenue and expenses of joint venture operations are included in the appropriate items of the financial statements. Details of the Group’s interests in joint operations are shown at Note 19.

Constellation Resources Limited ANNUAL REPORT 2024 26

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

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1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

(o) Use and Revision of Accounting Estimates

The preparation of the financial report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are described Note 1(v).

(p) Income Tax

The income tax expense for the period is the tax payable on the current period's taxable income based on the notional income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose on goodwill or in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of deferred income 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 income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance 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.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly 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 tax liabilities and the deferred tax liabilities relate to the same taxable entity and the same taxation authority.

(q) Issued Capital

Ordinary Shares are classified as equity. Issued and paid up capital is recognised at the fair value of the consideration received by the Company. 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.

(r) Dividends

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the Company, on or before the end of the year but not distributed at reporting date.

(s) Share-Based Payments

Equity-settled share-based payments are provided to officers, employees, consultants and other advisors. These share-based payments are measured at the fair value of the equity instrument at the grant date. Fair value is determined using an appropriate option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss over the remaining vesting period, with a corresponding adjustment to the share based payments reserve. Equity-settled share-based payments may also be provided as consideration for the acquisition of assets. Where ordinary shares are issued, the transaction is recorded at fair value based on the quoted price of the ordinary shares at the date of issue. The acquisition is then recorded as an asset or expensed in accordance with accounting standards.

Constellation Resources Limited ANNUAL REPORT 2024 27

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

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1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

(t) Plant and Equipment

(i) Cost and valuation

All classes of plant and equipment are measured at cost. Where assets have been revalued, the potential effect of the capital gains tax on disposal has not been taken into account in the determination of the revalued carrying amount. Where it is expected that a liability for capital gains tax will arise, this expected amount is disclosed by way of note.

(ii) Depreciation

Depreciation is provided on a straight-line basis on all property, plant and equipment. Computer equipment is depreciated over a three year useful life.

(u) Impairment of Non-Financial Assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

(v) Significant judgements and key assumptions

The directors evaluate estimates and judgements incorporated into the financial report 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 Group.

(i) Key judgements

The Group capitalises expenditure incurred in the acquisition of rights to explore and records this as an asset where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves (Note 1(j)). There are areas of interest from which no reserves have been extracted, but the directors are of the continued belief that such expenditure should not be written off since the activities have not reached a stage which permits a reasonable assessment of the existence of reserves.

The Group recognises share based payments in accordance with the policy at Note 1(s). Key judgements include the option valuation and estimate of the number of options likely to vest.

2. INCOME AND EXPENSES

	2024	2023
	$	$
Employee benefits expense included in profit or loss
Wages, salaries and fees	541,000	541,000
Defined contribution plans	55,550	53,025
Share basedpayment expenses	380,674	972
	977,224	594,997

3. OTHER RECEIVABLES

	2024	2023
	$	$
Interest receivable	99	123
GST receivable	8,699	313
	8,798	436

Constellation Resources Limited ANNUAL REPORT 2024 28

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024

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4. INCOME TAX

2024	2023
$	$
(a) Recognised in the Statement of Comprehensive Income
Deferred income tax Origination and reversal of temporary differences (464,608) Adjustments in respect of income tax of previous years 34,819 Deferred tax assets not brought to account 429,789	(379,288) 9,467 369,821
Income tax expense reported in the statement of comprehensive income -	-
(b) Reconciliation Between Tax Expense and Accounting Loss Before Income Tax Accounting loss before income tax (1,892,919)	(1,273,152)
At the domestic income tax rate of 30% (2023: 30%) (567,876) Expenditure not allowable for income tax purposes 114,202 Capital allowances (10,934) Adjustments in respect of income tax of previous years 34,819 Deferred tax assets not brought to account 429,789	(381,946) 292 - 9,467 372,182
Income tax expense attributable to loss -	-
(c) Deferred Tax Assets and Liabilities Deferred income tax at 30 June relates to the following: Deferred Tax Liabilities Accrued interest 30 Deferred tax assets used to offset deferred tax liabilities (30)
	37
	(37)
-	-
Deferred Tax Assets Accrued expenditure 10,083 Provisions 6,193 Capital allowances 8,895 Tax losses available to offset against future taxable income 2,951,768 Deferred tax assets used to offset deferred tax liabilities (30) Deferred tax assets not brought to account (2,976,909)
	8,509
	4,658
	221
	2,533,806
	(37)
	(2,547,157)
-	-

The benefit of deferred tax assets not brought to account will only be brought to account if:

• future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;

• the conditions for deductibility imposed by tax legislation continue to be complied with; and

• no changes in tax legislation adversely affect the Group in realising the benefit.

Constellation Resources Limited ANNUAL REPORT 2024 29

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

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5. PROPERTY, PLANT AND EQUIPMENT

2024	2023
$	$
Computer Equipment
At cost 10,887 Accumulated depreciation (7,577)	11,642
	(11,252)
Carryingamount at 30 June 3,310	390
Plant and Equipment At cost 43,616 Accumulated depreciation (17,637)
	43,616
	(8,915)
Carryingamount at 30 June 25,979	34,701
Reconciliation Carrying amount at 1 July 35,091 Additions 3,490 Depreciation (9,292)
	45,825
	-
	(10,734)
Carryingamount at 30 June 29,289	35,091

6. EXPLORATION AND EVALUATION ASSETS

	Notes	2024	2023
		$	$
(a) Exploration and evaluation assets by area
of interest
Orpheus Project (Fraser Range - Western Australia)	6(b)	350,000	350,000
Total exploration and evaluation assets		350,000	350,000
(b) Reconciliation of carrying amount:
Carrying amount at beginning of year		350,000	350,000
Impairment of carryingvalue		-	-
Balance at end of financialyear(1)		350,000	350,000

Notes:

1 The ultimate recoupment of costs carried forward for exploration and evaluation expenditure is dependent on the successful development and commercial exploitation or sale of the respective areas of interest.

7. TRADE AND OTHER PAYABLES

	2024	2023
	$	$
Trade payables	47,029	21,017
Accrued expenses	33,611	28,363
	80,640	49,380

Constellation Resources Limited ANNUAL REPORT 2024 30

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

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8. CONTRIBUTED EQUITY

		Notes	2024	2023
			$	$
(a)	Issued Capital
61,513,760(2023: 49,905,426)OrdinaryShares		8(b)	11,074,386	9,717,833
			11,074,386	9,717,833

(b) Movements in Ordinary Shares During the Past Two Years Were as Follows:

Date	Details	Number of Ordinary Shares	Issue Price $	$
2024
1-Jul-23	Opening balance	49,905,426		9,717,833
5-Apr-24	Placement	9,375,000	$0.12	1,125,000
27-Mar-24	Placement	2,233,334	$0.12	268,000
30-Jun-24	Share issue costs	-	-	(36,447)
30-Jun-24	Closing balance	61,513,760		11,074,386
2023
1-Jul-22	Opening balance	49,905,426		9,717,833
30-Jun-23	Closing balance	49,905,426		9,717,833

(c) Rights Attaching to Ordinary Shares

The rights attaching to fully paid ordinary shares (“ Ordinary Shares ”) arise from a combination of the Company's Constitution, statute and general law. The clauses of the Constitution contain the internal rules of the Company and define matters such as the rights, duties and powers of its shareholders and directors, including provisions to the following effect (when read in conjunction with the Corporations Act 2001 or Listing Rules).

(i) Shares The issue of shares in the capital of the Company and options over unissued shares by the Company is under the control of the directors, subject to the Corporations Act 2001 and any rights attached to any special class of shares.

(ii) Meetings of Members Directors may call a meeting of members whenever they think fit. Members may call a meeting as provided by the Corporations Act 2001. The Constitution contains provisions prescribing the content requirements of notices of meetings of members and all members are entitled to a notice of meeting. A meeting may be held in two or more places linked together by audio-visual communication devices. A quorum for a meeting of members is 2 shareholders.

(iii) Voting

Subject to any rights or restrictions at the time being attached to any shares or class of shares of the Company, each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter present has one vote. However, where a person present at a general meeting represents personally or by proxy, attorney or representative more than one member, on a show of hands the person is entitled to one vote only despite the number of members the person represents. On a poll each eligible member has one vote for each fully paid share held and a fraction of a vote for each partly paid share determined by the amount paid up on that share.

(iv) Changes to the Constitution

The Company's Constitution can only be amended by a special resolution passed by at least three quarters of the members present and voting at a general meeting of the Company. At least 28 days' written notice specifying the intention to propose the resolution as a special resolution must be given.

Constellation Resources Limited ANNUAL REPORT 2024 31

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

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9. RESERVES

		2024	2023
	Note	$	$
Share-based payments reserve	9(b)	380,674	-
Other equity reserve	9(d)	1,200,148	1,200,148
		1,580,822	1,200,148

(a) Nature and Purpose of Share-based Payments Reserve

The share-based payments reserve is used to record the fair value of Unlisted Incentive Options issued by the Group.

(b) Movements in the share-based payments reserve during the past two years were as follows:

		Number of
		Incentive
Date	Details	Options	$
2024
1 Jul 2023	Opening balance	-	-
27 Mar 2024	Issue of Consultant Options	3,100,000	-
27 May 2024	Issue of Director and Officer Options	4,650,000	-
30 Jun 2024	Share-basedpayment expense	-	380,674
30 Jun 2024	Closingbalance	7,750,000	380,674
2023
1 Jul 2022	Opening balance	1,300,000	142,457
30 Jun 2023	Share-based payment expense	-	972
30 Jun 2023	Transfer from SBP reserve upon expiryof options	(1,300,000)	(143,429)
30 Jun 2023	Closingbalance	-	-

(c) Terms and Conditions of Unlisted Incentive Options

The Unlisted Options are granted based upon the following terms and conditions:

• Each Unlisted Option entitles the holder to the right to subscribe for one Ordinary Share upon the exercise of each Unlisted Option;

• The Unlisted Options are exercisable at any time prior to the Expiry Date, subject to vesting conditions being satisfied (if applicable);

• Ordinary Shares issued on exercise of the Unlisted Options rank equally with the then Ordinary Shares of the Company;

• Application will be made by the Company to ASX for official quotation of the Ordinary Shares issued upon the exercise of the Unlisted Options;

• If there is any reconstruction of the issued share capital of the Company, the rights of the Unlisted Option holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction; and

• No application for quotation of the Unlisted Incentive Options will be made by the Company.

(d) Other Equity Reserve

On 30 April 2018, the Company entered into a Debt for Equity Subscription Agreement with its parent entity Apollo Minerals. Under the terms of the agreement, Apollo Minerals agreed to forgive all loan advances made to the Company in relation to exploration activities at the Orpheus Project. The balance of the loan as at the date of forgiveness was $1,200,148. As the transaction was between a parent entity and subsidiary, the forgiven amount has been recognised directly in equity.

Constellation Resources Limited ANNUAL REPORT 2024 32

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

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10. ACCUMULATED LOSSES

	2024	2023
	$	$
Balance at 1 July	(8,182,254)	(7,052,531)
Net loss for the year	(1,892,919)	(1,273,152)
Transfer from SBP reserve upon expiry of unlisted incentive options	-	143,429
Balance at 30 June	(10,075,173)	(8,182,254)

11. STATEMENT OF CASH FLOWS RECONCILIATION

	2024	2023
	$	$
(a) Reconciliation of the Net Loss After Tax to the Net Cash
Flows from Operations
Loss for the year	(1,892,919)	(1,273,152)
Adjustment for non-cash income and expense items
Depreciation of plant and equipment	9,292	10,734
Share based payment expense	380,674	972
Change in operating assets and liabilities
Decrease/(Increase) in trade and other receivables	(8,362)	17,660
Increase/(decrease) in trade and other payables	31,261	(9,446)
Increase/(decrease)inprovisions	5,117	(3,236)
Net cash outflow from operating activities	(1,474,937)	(1,256,468)
(b) Reconciliation of Cash
Cash at bank and on hand	2,293,234	2,415,108
Balance at 30 June	2,293,234	2,415,108

(c) Non-cash financing and investing activities

There were no non-cash financing or investing activities during the year ended 30 June 2024 or 30 June 2023.

12. SHARE BASED PAYMENTS

(a) Recognised Share-based Payment Expense

From time to time, the Group provides incentive options to officers, employees, consultants and other key advisors as part of remuneration and incentive arrangements. The number of options granted, and the terms of the options granted are determined by the Board. Shareholder approval is sought where required.

During the past two years, the following equity-settled share-based payments have been recognised:

	2024	2023
	$	$
Expense arising from equity-settled share-based payment transactions	380,674	972

Constellation Resources Limited ANNUAL REPORT 2024 33

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024

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(b) Summary of Unlisted Options Granted as Share-based Payments

The following Unlisted Options and Performance Rights were granted by the Company as share based payments during the last two years:

							Exercise
		Type	Number	Grant Date	Vesting Date	Expiry Date	Price $	Fair Value $
Series
Series	1	Option	450,000	27 Mar 24	27 Mar 24	31 Mar 27	0.12	0.0787
Series	2	Option	1,325,000	27 Mar 24	27 Sep 24	31 Mar 28	0.18	0.0779
Series	3	Option	1,325,000	27 Mar 24	27 Mar 25	31 Mar 29	0.25	0.0792
Series	4	Option	1,550,000	27 May 24	27 May 24	31 Mar 27	0.12	0.1065
Series	5	Option	1,550,000	27 May 24	27 Nov 24	31 Mar 28	0.18	0.1048
Series	6	Option	1,550,000	27 May 24	27 May 25	31 Mar 29	0.25	0.1059

The Unlisted Options are granted based upon the following terms and conditions:

• Each Unlisted Option entitles the holder the right to subscribe for one Ordinary Share upon the exercise of each Unlisted Option;

• The outstanding balance of Unlisted Options granted as share based payments on issue as at 30 June 2024 is represented by:

• 2,000,000 unlisted options exercisable at $0.12, expiring 31 March 2027;

• 2,875,000 unlisted options exercisable at $0.18, expiring 31 March 2028; and

• 2,875,000 unlisted options exercisable at $0.25, expiring 31 March 2029.

• The Unlisted Options are exercisable at any time prior to the Expiry Date, subject to vesting conditions being satisfied;

• Ordinary Shares issued on exercise of the Unlisted Options rank equally with the then Ordinary Shares of the Company;

• Application will be made by the Company to ASX for official quotation of the Ordinary Shares issued upon the exercise of the Unlisted Options;

• If there is any reconstruction of the issued share capital of the Company, the rights of the Unlisted Option holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction; and

• No application for quotation of the Unlisted Options will be made by the Company.

The following table illustrates the number and weighted average exercise prices (WAEP) of Unlisted Options granted as share-based payments at the beginning and end of the financial year:

	2024	2024	2023	2023
	Number	WAEP	Number	WAEP
Outstanding at beginning of year	-	-	1,300,000	$0.50
Issued during the year	7,750,000	$0.19	-	-
Exercised during the year	-	-	-	-
Expired duringtheyear	-	-	(1,300,000)	$0.50
Outstanding at end of year	7,750,000	$0.19	-	-

(c) Weighted Average Remaining Contractual Life

The weighted average remaining contractual life for the Unlisted Options outstanding at 30 June 2024 is 3.87 years (2023: nil).

(d) Range of Exercise Prices

The range of exercise prices of Unlisted Options outstanding at 30 June 2024 is $0.12 to $0.25 (2023: nil).

Constellation Resources Limited ANNUAL REPORT 2024 34

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024

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(e) Weighted Average Fair Value

The weighted average fair value of Unlisted Options granted during the year ended 30 June 2024 is $0.092 (2023: nil).

(f) Unlisted Option Pricing Model

The fair value of Unlisted Options granted is estimated as at the date of grant using the Black-Scholes option valuation model taking into account the terms and conditions upon which the Unlisted Options were granted.

The following tables list the inputs to the valuation model used for Unlisted Options granted by the Company during the years ended 30 June 2024 and 30 June 2023:

Inputs	Series 1	Series 2	Series 3	Series 4	Series 5	Series 6
Exercise Price ($)	0.12	0.18	0.24	0.12	0.18	0.24
Grant date share price ($)	0.13	0.13	0.13	0.165	0.165	0.165
Dividend yield(1)	-	-	-	-	-	-
Volatility(2)	90%	90%	90%	90%	90%	90%
Risk free interest rate	3.638%	3.643%	3.694%	3.992%	3.991%	4.020%
Grant date	27 Mar 2024	27 Mar 2024	27 Mar 2024	27 May 2024	27 May 2024	27 May 2024
Expiry date	31 Mar 2027	31 Mar 2028	31 Mar 2029	31 Mar 2027	31 Mar 2028	31 Mar 2029
Expected life of option(3)	3.00	4.00	5.00	2.84	3.85	4.85
Fair value at grant date ($)	0.0787	0.0779	0.0792	0.1065	0.1048	0.1059

Notes:

(1) The dividend yield reflects the assumption that the current dividend payout will remain unchanged.

(2) The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome.

(3)

The expected life of the options is based on the expiry date of the options as there is limited track record of the early exercise of options.

Constellation Resources Limited ANNUAL REPORT 2024 35

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024

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13. RELATED PARTIES

Transactions with Key Management Personnel are included at Note 14. There are no other related parties of the Group.

14. KEY MANAGEMENT PERSONNEL

(a) Details of Key Management Personnel

The KMP of the Group during the financial year were as follows:

Current Directors

Mr Ian Middlemas Chairman Mr Peter Woodman Managing Director Mr Peter Muccilli Technical Director Mr Robert Behets Non-Executive Director Mr Mark Pearce Non-Executive Director

Other KMP Mr Lachlan Lynch

Company Secretary

Unless otherwise disclosed, KMP held their position from 1 July 2023 until 30 June 2024.

(b) Remuneration of Key Management Personnel

	2024	2023
	$	$
Short-term employee benefits	541,000	541,000
Post-employment benefits	55,550	53,025
Share-based payments	264,637	729
	861,187	594,754

(c) Loans from Key Management Personnel

No loans were provided to or received from Key Management Personnel during the year ended 30 June 2024 (2023: Nil).

(d) Other Transactions

Apollo Group Pty Ltd (“Apollo Group”), a Company of which Mr Mark Pearce is a director and beneficial shareholder, provides corporate, administration and company secretarial services and serviced office facilities to the Group under a services agreement. Either party can terminate the services agreement at any time for any reason by giving one month’s written notice. Apollo Group received a monthly retainer of $25,000 (exclusive of GST) for the provision of these services. Effective 1 July 2024, the monthly retainer has increased to $26,000 (exclusive of GST). The monthly retainer is reviewed every six to twelve months and is based on Apollo Group’s budgeted cost of providing the services to the Group (and other companies utilising same or similar services from Apollo Group) for the next six to twelve month period, with minimal mark-up (if any).

15. SEGMENT INFORMATION

AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

The Group operates in one segment, being exploration for mineral resources and in one geographical location being Australia. This is the basis on which internal reports are provided to the Directors for assessing performance and determining the allocation of resources within the Group.

Constellation Resources Limited ANNUAL REPORT 2024 36

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

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16. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Overview

The Group's principal financial instruments comprise cash and cash equivalents, trade and other receivables and trade and other payables. The main risks arising from the Group's financial instruments are liquidity risk, interest rate risk and credit risk.

This note presents information about the Group's exposure to the above risks, its objectives, policies and processes for measuring and managing risk, and the management of capital. Other than as disclosed, there have been no significant changes since the previous financial year to the exposure or management of these risks.

The Group manages its exposure to key financial risks in accordance with the Group's financial risk management policy. Key risks are monitored and reviewed as circumstances change (e.g. acquisition of a new project) and policies are revised as required. The overall objective of the Group's financial risk management policy is to support the delivery of the Group's financial targets whilst protecting future financial security.

Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and outflows, the Group does not enter into derivative transactions to mitigate the financial risks. In addition, the Group's policy is that no trading in financial instruments shall be undertaken for the purposes of making speculative gains. As the Group's operations change, the Directors will review this policy periodically going forward.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing the Group's financial risks as summarised below.

(a) Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board's approach to managing liquidity is to ensure, as far as possible, that the Group will always have sufficient liquidity to meet its liabilities when due.

The contractual maturities of financial liabilities, including estimated interest payments, are provided below. There are no netting arrangements in respect of financial liabilities.

		6-12
	≤6 Months	Months	1-5 Years	≥5 Years	Total
2024	A$	A$	A$	A$	A$
Financial Liabilities
Trade and otherpayables	80,640	-	-	-	80,640
	80,640	-	-	-	80,640
		6-12
	≤6 Months	Months	1-5 Years	≥5 Years	Total
2023	A$	A$	A$	A$	A$
Financial Liabilities
Trade and otherpayables	49,380	-	-	-	49,380
	49,380	-	-	-	49,380

(b) Commodity Price Risk

The Group is exposed to commodity price risk. These commodity prices can be volatile and are influenced by factors beyond the Group’s control. As the Group is currently engaged in exploration and business development activities, no sales of commodities are forecast for the next 12 months, and accordingly, no hedging or derivative transactions have been used to manage commodity price risk.

Constellation Resources Limited ANNUAL REPORT 2024 37

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024

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16. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

(c) Capital Management

The Group manages its capital to ensure that it will be able to continue as a going concern while financing the development of its projects through primarily equity based financing. The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Given the stage of the Group, the Board's objective is to minimise debt and to raise funds as required through the issue of new shares.

The Group is not subject to externally imposed capital requirements.

There were no changes in the Group's approach to capital management during the year. During the next 12 months, the Group will continue to explore financing opportunities, primarily consisting of additional issues of equity should it be required.

(d) Fair Value

The net fair value of financial assets and financial liabilities approximates their carrying value as at 30 June 2024 and 30 June 2023.

(e) Interest Rate Risk

The Group's exposure to the risk of changes in market interest rates relates primarily to the cash and short-term deposits with a floating interest rate.

These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets and liabilities, in the form of receivables and payables are non-interest bearing.

At the reporting date, the interest rate profile of the Group's interest-bearing financial instruments was:

	2024	2023
	$	$
Interest-bearing financial instruments
Cash and cash equivalents	2,293,234	2,415,108
	2,293,234	2,415,108

The Group’s cash at bank and on hand had a weighted average floating interest rate at year end of 4.32% (2023: 4.09%). The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk.

Interest rate sensitivity

A sensitivity of 20% has been selected as this is considered reasonable given the current level of both short term and long term interest rates. A 20% movement in interest rates at the reporting date would have increased (decreased) equity and profit and loss by the amounts shown below. This analysis assumes that all other variables, remain constant.

	Profit	or loss	Equity	Equity
	20bp	20bp	20bp	20bp
	Increase	Decrease	Increase	Decrease
2024
Cash and cash equivalents	19,793	(19,793)	19,793	(19,793)
2023
Cash and cash equivalents	19,749	(19,749)	19,749	(19,749)

Constellation Resources Limited ANNUAL REPORT 2024 38

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024

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16. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

(f) Credit Risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. This arises principally from cash and cash equivalents and trade and other receivables.

There are no significant concentrations of credit risk within the Group. The carrying amount of the Group's financial assets represents the maximum credit risk exposure, as represented below:

	2024	2023
	$	$
Financial assets
Cash and cash equivalents	2,293,234	2,415,108
Other receivables	8,798	436
	2,302,032	2,415,544

The Group does not have any customers and accordingly does not have any significant exposure to credit losses. Other receivables comprise primarily GST refunds and interest receivable. At 30 June 2024, none (2023: none) of the Group's receivables are past due. No impairment losses on receivables have been recognised. With respect to credit risk arising from cash and cash equivalents, the Group's exposure to credit risk arises from historical default of the counter party, with a maximum exposure equal to the carrying amount of these instruments.

17. COMMITMENTS

As a condition of retaining the current rights to tenure to exploration tenements, the Group is required to pay an annual rental charge and meet minimum expenditure requirements for each tenement. These obligations are not provided for in the financial statements and are at the sole discretion of the Group:

	2024	2023
	$	$
Commitments for exploration expenditure:
Not longer than 1 year	321,000	278,625
Longer than 1 year and shorter than 5 years	262,417	170,000
	583,417	448,625

18. INTERESTS IN JOINT OPERATIONS

The Group has interests in the following joint operations:

			Interest	Interest	Carrying	Amount
			2024	2023	2024	2023
Name	Principal Activities	Country	%	%	$	$
Orpheus Project	Exploration for nickel, copper and gold in the Fraser Range	Australia	70	70	350,000	350,000

Orpheus Project

Constellation Resources has a 70% interest in the unincorporated Orpheus Joint Venture with Enterprise Metals Limited (30% interest). The Orpheus Joint Venture area consists of three tenements (E28/2403, E63/1281 and E63/1695) in the prospective Fraser Range province.

Constellation Resources is required to sole fund all joint operation activities until the date it delivers a Bankable Feasibility Study for a Mining Area to Enterprise Metals Limited.

Constellation Resources Limited ANNUAL REPORT 2024 39

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024

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19. RELATED PARTIES

Key Management Personnel

Transactions with Key Management Personnel are included at Note 14.

Transactions with Related Parties in the Consolidated Group

The consolidated group consists of Constellation Resources Limited (the ultimate parent entity in the wholly owned group) and its controlled entities (see Note 22). Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

20. PARENT ENTITY DISCLOSURES

	2024	2023
	$	$
(a) Financial Position
Assets
Current Assets	2,302,032	2,415,544
Non-Current Assets	379,289	385,091
Total Assets	2,681,321	2,800,635
Liabilities
Current Liabilities	101,286	64,908
Non-Current Liabilities	-	-
Total Liabilities	101,286	64,908
Equity
Contributed equity	11,074,386	9,717,833
Reserves	1,580,822	1,200,148
Accumulated losses	(10,075,173)	(8,182,254)
Total Equity	2,580,035	2,735,727
(b)Financial Performance
Loss for the year	(1,892,919)	(1,273,152)
Total comprehensive income	(1,892,919)	(1,273,152)

The Parent entity’s commitments and contingent assets or liabilities are included in Note 18 and 24 respectively.

21. CONTROLLED ENTITIES

All controlled entities are included in the consolidated financial statements. The parent entity does not guarantee to pay the deficiency of its controlled entities in the event of a winding up of any controlled entity. The financial year-end of the controlled entities is the same as that of the parent entity.

Name of Controlled Entity	Place of	% of Shares	% of Shares
	Incorporation	held 2024	held 2023
CR1 Energy Pty Ltd	Australia	100	100

Constellation Resources Limited ANNUAL REPORT 2024 40

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

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22. EARNINGS PER SHARE

The following reflects the income and share data used in the calculations of basic and diluted earnings per share:

	2024	2023
	$	$
Basic and diluted lossper share($ per share)	(0.04)	(0.03)
	(0.04)	(0.03)
	2024	2023
	$	$
Net loss attributable to members of the parent used in calculating basic
and diluted earningsper share:	(1,892,919)	(1,273,152)
Earnings used in calculatingbasic and dilutive earningsper share	(1,892,919)	(1,273,152)
	Number of	Number of
	Ordinary Shares	Ordinary Shares
	2024	2023
Weighted average number of Ordinary Shares used in calculating basic
and dilutive earningsper share	52,347,480	49,905,426

(a) Non-Dilutive Securities

As at reporting date, 7,750,000 unlisted options (which represent 7,750,000 potential ordinary shares) were considered non-dilutive as they would decrease the loss per share. As at 30 June 2023, there were no securities that were considered non-dilutive.

(b) Conversions, Calls, Subscriptions or Issues after 30 June 2024

Subsequent to 30 June 2024, no Ordinary Shares were issued as a result of the conversion of options.

There were no other conversions to, calls of, or subscriptions for Ordinary Shares or issues of potential Ordinary Shares since the reporting date and before the completion of this financial report.

23. CONTINGENT ASSETS AND LIABILITIES

As at the date of this report, no material contingent assets or liabilities had been identified as at 30 June 2024 (2023: nil).

24. AUDITORS' REMUNERATION

	2024	2023
	$	$
Amounts received or due and receivable by William Buck for:
an audit or review of the financial report of the Company	30,500	26,000
other services in relation to the Company	-	-
	30,500	26,000

25. EVENTS SUBSEQUENT TO REPORTING DATE

As at the date of this report, other than previously stated, there are no other matters or circumstances which have arisen since 30 June 2024 that have significantly affected or may significantly affect:

• the operations, in financial years subsequent to 30 June 2024, of the Group;

• the results of those operations, in financial years subsequent to 30 June 2024, of the Group; or

• the state of affairs, in financial years subsequent to 30 June 2024, of the Group.

Constellation Resources Limited ANNUAL REPORT 2024 41

CONSOLIDATED ENTITY DISCLOSURE STATEMENT

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CONSOLIDATED ENTITY DISCLOSURE STATEMENT

The consolidated entity disclosure statement has been prepared in accordance with subsection 295(3A)(a) of the Corporations Act 2001. The entities listed in the statement are Constellation Resources Limited and all the entities it controls in accordance with AASB 10 Consolidated Financial Statements.

The percentage of share capital disclosed for bodies corporate included in the statement represents the economic interest controlled and consolidated by Constellation Resources Limited’s financial statements.

In relation to the tax residency information included in the statement, judgement may be required in the determination of the residency of the entities listed. In developing the disclosures in the statement, the directors have utilised internal documentation to support the determination of tax residency.

Name of Controlled Entity	Place of	Entity Type	% of Shares	Tax
	Incorporation		held 2024	Residency
Constellation Resources Limited	Australia	Body	N/A	Australian
		Corporate
CR1 Energy Pty Ltd	Australia	Body	100	Australian
		Corporate

Constellation Resources Limited ANNUAL REPORT 2024 42

DIRECTORS’ DECLARATION

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In accordance with a resolution of the directors of Constellation Resources Limited:

1. In the opinion of the directors:

2. (a) the attached financial statements, notes and the additional disclosures included in the directors' report designated as audited, are in accordance with the Corporations Act 2001, including:

   • (i) section 296 (compliance with accounting standards and Corporations Regulations 2001); and

   • (ii) section 297 (gives a true and fair view of the financial position as at 30 June 2024 and of the performance for the year ended on that date of the Grouup);

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

4. (c) the consolidated entity disclosure statement required by section 295(3A) of the Corporations Act 2001 is true and correct.

5. The attached financial statements and notes thereto are in compliance with International Financial Reporting Standards, as stated in Note 1 to the financial statements.

6. The Directors have been given a declaration required by section 295A of the Corporations Act 2001 for the financial year ended 30 June 2024.

On behalf of the Board

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PETER WOODMAN Managing Director

22 August 2024

Constellation Resources Limited ANNUAL REPORT 2024 43

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Independent auditor’s report to the members of Constellation Resources Limited

Report on the audit of the financial report

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Our opinion on the financial report

In our opinion, the accompanying financial report of Constellation Resources Limited (the Company) and its subsidiary (the Group) is in accordance with the Corporations Act 2001 , including:

• giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial performance for the year then ended; and

• complying with Australian Accounting Standards and the Corporations Regulations 2001 .

What was audited?

We have audited the financial report of the Group, which comprises:

• the consolidated statement of financial position as at 30 June 2024,

• the consolidated statement of profit or loss and other comprehensive income for the year then ended,

• the consolidated statement of changes in equity for the year then ended,

• the consolidated statement of cash flows for the year then ended,

• notes to the financial statements, including material accounting policy information,

• the consolidated entity disclosure statement, and

• the directors’ declaration.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & 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 financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Level 3, 15 Labouchere Road, South Perth WA 6151 +61 8 6436 2888 PO Box 748, South Perth WA 6951

wa.info@williambuck.com williambuck.com

William Buck is an association of firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation.

Constellation Resources Limited ANNUAL REPORT 2024 44

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Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit	Carrying Value of Exploration and	How our audit addressed the key audit
Matter 1	Evaluation Assets	matter
	(refer also to notes 1(j) and 6)
		Our procedures focussed on evaluating
	As at 30 June 2024, the carrying value of the Group’s exploration and evaluation assets amounted to $350,000. The Group has capitalised the acquisition costs of tenements	management’s assessment of whether the exploration and evaluation assets continue to meet the recognition criteria of AASB 6 Exploration for and Evaluation of Mineral Resources, including:
	comprising the Orpheus Project located in the Fraser Range province of Western Australia. The carrying value of these costs represents a significant asset of the Group.	- Obtaining evidence that the Group has valid rights to explore the areas represented by the capitalised exploration costs; - Enquiring of management and reviewing
		the cashflow forecast to verify that
	This is a key audit matter due to the fact that significant judgement is applied in determining whether the capitalised exploration costs continue to meet the recognition criteria of AASB 6_Exploration for and_ Evaluation of Mineral Resources.	substantive expenditure on further exploration for and evaluation of the mineral resources in the Group’s areas of interest was planned and compared these to the minimum expenditure requirements of the license expenditure requirements; - Enquiring of management, reviewing ASX announcements made and reviewing
		minutes of director meetings to verify that
		the Group had not decided to discontinue
		activities in any of its areas of interest;
		and
		- Assessing the adequacy of the related
		disclosures in the financial report.
Key Audit	Valuation of Incentive Options	How our audit addressed the key audit
Matter 2	(refer also to notes 1(s), 2, 9 and 12)	matter
	The Group reported $380,674 of	Our audit procedures included:
	expenses for the year in respect of the following share-based payments. This is a key audit matter because significant judgement and estimation are required to determine the fair	- Assessing management’s calculation of fair value of share-based payments, including the appropriateness of the valuation models used and inputs applied.
	value of the share-based payment
	granted in the year.

Constellation Resources Limited ANNUAL REPORT 2024 45

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• Checking the terms and conditions of the share-based payments to relevant ASX Announcements and signed agreements;

• Critically reviewing management’s assumptions regarding the likelihood of satisfying performance obligations for non-market-based conditions ; and

• Assessing whether management’s reporting and disclosure of share-based payments was in accordance with AASB 2 Share Based Payment .

Other information

The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2024, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the financial report

The directors of the Company are responsible for the preparation of:

• the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 ; and

• the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and

for such internal control as the directors determine is necessary to enable the preparation of:

• the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and

• the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Constellation Resources Limited ANNUAL REPORT 2024 46

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Auditor’s responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at:

https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf

This description forms part of our auditor’s report.

Constellation Resources Limited ANNUAL REPORT 2024 47

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Report on the Remuneration Report

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Our opinion on the Remuneration Report

In our opinion, the Remuneration Report of Constellation Resources Limited, for the year ended 30 June 2024, complies with section 300A of the Corporations Act 2001 .

What was audited?

We have audited the Remuneration Report included on pages 10 to 16 of the directors’ report for the year ended 30 June 2024.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

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William Buck Audit (WA) Pty Ltd

ABN 67 125 012 124

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Amar Nathwani

Director Dated this 22[nd] day of August 2024

Constellation Resources Limited ANNUAL REPORT 2024 48

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CORPORATE GOVERNANCE STATEMENT

Constellation Resources Limited (“Constellation Resources” or “Company”) believes corporate governance is important for the Company in conducting its business activities.

The Board of the Company has adopted a suite of charters and key corporate governance documents which articulate the policies and procedures followed by the Company.

These documents are available in the Corporate Governance section of the Company’s website, www.constellationresources.com.au. These documents are reviewed annually to address any changes in governance practices and the law.

The Company’s Corporate Governance Statement 2024, which explains how Constellation Resources complies with the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 4th Edition’ in relation to the year ended 30 June 2024, is available in the Corporate Governance section of the Company’s website, www.constellationresources.com.au and will be lodged with ASX together with an Appendix 4G at the same time that this Annual Report is lodged with ASX.

In addition to the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 4th Edition’ the Board has taken into account a number of important factors in determining its corporate governance policies and procedures, including the:

• relatively simple operations of the Company, which currently only undertakes mineral exploration and development activities;

• cost verses benefit of additional corporate governance requirements or processes;

• size of the Board;

• Board’s experience in the resources sector;

• organisational reporting structure and number of reporting functions, operational divisions and employees;

• relatively simple financial affairs with limited complexity and quantum;

• relatively small market capitalisation and economic value of the entity; and

• • direct shareholder feedback.

Constellation Resources Limited ANNUAL REPORT 2024 49

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ASX ADDITIONAL INFORMATION

The shareholder information set out below was applicable as at 31 August 2024.

1. TWENTY LARGEST HOLDERS OF ORDINARY SHARES

The names of the twenty largest holders of listed securities are listed below:

Name	No. of Ordinary Shares Held	% of Issued Shares
Arredo Pty Ltd	4,000,000	6.50
Mr Thomas Francis Corr	2,618,201	4.26
Apollo Minerals Limited	2,300,100	3.74
Bouchi Pty Ltd	2,000,000	3.25
Mr Kevin Mark Johnson	2,000,000	3.25
Mr John Paul Welborn	2,000,000	3.25
Beelong Pty Ltd	2,000,000	3.25
Roseberry Holdings Pty Ltd	1,833,331	2.98
Croseus Mining Pty Ltd	1,700,000	2.76
Argonaut Securities (Nominees) Pty Ltd	1,670,000	2.71
BNP Paribas Noms Pty Ltd	1,541,990	2.51
GP Securities Pty Ltd	1,400,000	2.28
Mr Peter Woodman	1,266,666	2.06
Mikado Corporation Pty Ltd	1,150,000	1.87
Cantori Pty Ltd	1,056,379	1.72
Verve Investments Pty Ltd	1,000,000	1.63
Beelong Pty Ltd	1,000,000	1.63
Mr Robert Arthur Behets & Mrs Kristina Jane Behets	866,666	1.41
HSBC Custody Nominees (Australia) Limited	808,106	1.31
Boyle Superannuation Holdings Pty Ltd	801,874	1.30
Total Top 20	33,013,313	53.67
Others	28,500,447	46.33
Total Ordinary Shares on Issue	61,513,760	100

2. DISTRIBUTION OF ORDINARY SHARES

Analysis of numbers of holders by size of holding:

Distribution	Number of Shareholders	Number of Shares
1 – 1,000	19	2,381
1,001 – 5,000	70	221,985
5,001 – 10,000	49	389,328
10,001 – 100,000	203	8,401,578
More than 100,000	107	52,498,488
Totals	448	61,513,760

There were 55 holders of less than a marketable parcel of ordinary shares.

3. VOTING RIGHTS

See Note 8 of the Notes to the Financial Statements.

Constellation Resources Limited ANNUAL REPORT 2024 50

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ASX ADDITIONAL INFORMATION (Continued)

4. SUBSTANTIAL SHAREHOLDERS

Substantial Shareholder notices have been received from the following:

Substantial Shareholder	Number of Shares
Arredo Pty Ltd	4,000,000
Kevin Mark Johnson	4,000,000

5. RESTRICTED SECURITIES

There were no restricted securities on issue.

6. ON-MARKET BUY BACK

There is currently no on-market buyback program for any of Constellation Resources Limited's listed securities.

7. UNQUOTED SECURITIES

The names of the security holders holding 20% or more of an unlisted class of security at 31 August 2024, other than those securities issued or acquired under an employee incentive scheme, are listed below:

Holder	$0.12 Options Expiring 31-Mar-27	$0.18 Options Expiring 31-Mar-28	$0.24 Options Expiring 31-Mar-29
Mr Peter Woodman	400,000	400,000	400,000
Mr Peter Muccilli	500,000	500,000	500,000
Mr Iain Copp	250,000	750,000	750,000
Other	850,000	1,225,000	1,225,000
Total in Class	2,000,000	2,875,000	2,875,000
Total holders	8	8	8

8. MINERAL RESOURCES STATEMENT

To date, the Group has not reported any Mineral Resources or Ore Reserves for its exploration projects.

9. EXPLORATION INTERESTS

Reference	Project	State	Status	Interest
E28/2403	Orpheus Project	Western Australia	Granted	70%
E63/1281	Orpheus Project	Western Australia	Granted	70%
E28/2738	Orpheus Project	Western Australia	Granted	100%
E63/1695	Orpheus Project	Western Australia	Application	70%
E28/2957	Orpheus Project	Western Australia	Granted	100%

Application Identifier	Type	**Size (km2) **	Location
STP-SPA-0116	SPA-AO (Conditionally Granted)	9,419	Edmund-Collier Basin
STP-SPA-0117	SPA-AO (Conditionally Granted)	9,465	Edmund-Collier Basin
STP-SPA-0118	SPA-AO (Conditionally Granted)	9,357	Edmund-Collier Basin
STP-SPA-0119	SPA-AO (Conditionally Granted)	9,047	Edmund-Collier Basin
STP-SPA-0120	SPA-AO (Conditionally Granted)	8,918	Yerrida Basin
STP-SPA-0121	SPA-AO (Conditionally Granted)	9,176	YerridaBasin

Constellation Resources Limited ANNUAL REPORT 2024 51

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