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ANNUAL REPORT

A C N 1 1 9 0 3 1 8 6 4

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CORPORATE DIRECTORY

DIRECTORS

Paul Chapman (Non-executive Chairman) Dean Tuck (Managing Director) Philip Crutchfield (Non-executive Director) Robert Gee (Non-executive Director)

COMPANY SECRETARY

Jessamyn Lyons

REGISTERED OFFICE &

POSTAL ADDRESS

Level 3, 88 William Street Perth WA 6000 PO Box 712 Osborne Park DC WA 6916 Telephone: +61 (8) 9473 8345 Website: www.dreadnoughtresources.com.au ABN 40 119 031 864

SHARE REGISTRY

Automic Pty Ltd Level 5, 191 St Georges Terrace Perth, WA 6000 Australia [email protected] (within Australia): 1300 288 664 (international): +61 (2) 9698 5414

AUDITORS

PKF Perth Level 8, 905 Hay Street West Perth WA 6005

STOCK EXCHANGE

Australian Securities Exchange (Home Exchange: Perth, Western Australia) ASX Code: DRE

DREADNOUGHT RESOURCES (ASX:DRE) IS A HIGHLY ACTIVE WEST AUSTRALIAN MINERAL EXPLORER FOCUSED ON FINDING THE METALS NEEDED NOW AND IN THE FUTURE.

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CHAIRMAN’S LETTER 1
DIRECTORS’ REPORT 2
AUDITOR’S INDEPENDENCE DECLARATION 17
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME 18
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 19
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 20
CONSOLIDATED STATEMENT OF CASH FLOWS 21
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 22
CONSOLIDATED ENTITY DISCLOSURE STATEMENT (CEDS) 45
DIRECTORS’ DECLARATION 46
INDEPENDENT AUDIT REPORT 47
ASX ADDITIONAL INFORMATION 52
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Dreadnought Resources Ltd

Chairman’s Letter

Dear Fellow Shareholder,

We are pleased to present the 2024 Annual Report for Dreadnought Resources Limited.

The past year has been another active one and we have made substantial progress on multiple fronts including:

Extending the Gifford Creek Carbonatite to >17km long with high-grade zones of Nb and REE.
Drilling thick high-grade niobium at the Gifford Creek Carbonatite.

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Intersecting massive & disseminated sulphides long the 40km long Money Intrusion at the Mangaroon Ni-Cu project.
Finalising an extensive and first-ever review over Mangaroon gold identifying multiple targets that are now starting to bear fruit.
Acquiring & consolidating the Bresnahan U-Au-Sb- Pb project (100%).
Identifying 16 camp scale lithium targets at Central Yilgarn and Mangaroon.
Delivering a large, independent JORC Code 2012 Mineral Resource (“Resource”) at the Yin REE Ironstone Complex of 29.98Mt @ 1.04% TREO (87% Measured & Indicated).
Confirming that Yin can produce a high quality mixed rare earth carbonate, a major commercialisation milestone.
Embarking on a strategy to be a self-funded explorer by potentially outsourcing the funding, development, haulage and processing of an open pit mine at Star of Mangaroon.

Notwithstanding these achievements, it was not all smooth sailing as our share price reflects. In particular, rare-earth markets cooled considerably in the face of global economic uncertainty.

The question is how we regain the ground lost on our share price and we have adopted four key strategies as outlined below:

Transform into a self-funded explorer: This involves a potential high-grade open pit at the Star of Mangaroon where we outsource funding, development, haulage & processing to third parties. This is a common model in WA given the robust gold price. Once successful, extend this model concept to Popeye, Two Peaks, Lead, Pritchard Well, etc. In this way, we reduce reliance on market funding and generate our own cashflow aimed at making life changing discoveries.
Progress Gifford Creek Carbonatite to a commercial assessment by undertaking low cost/high value add work: We need to determine whether the Gifford Creek Carbonatite niobium has the potential to deliver an economic Resource/Ore Reserve. Given infrastructure and mineralogy, preliminary work to date says this is possible. Once confirmed, we will have a decision to make regarding sole risking or joint venturing.
Discovery (100%): We have demonstrated ability in making discoveries. Our top 4 prospects across our 100% owned portfolio each have the potential to be life changing and are summarised below:
Mangaroon Camp Scale Au Prospect: 10km x 15km lithostructural setting with numerous historical gold workings and where first pass modern exploration has defined dozens of new gold and base metal targets.
Stinger Nb Prospect: a ~2.5km long zone of niobium mineralisation within the Gifford Creek Carbonatite with limited drilling having already identified significant saprolite and fresh carbonatite mineralisation.
Bordah Camp Scale Au Prospect: Similar lithostructural setting to the Star of Mangaroon Camp defined by stronger gold and pathfinder in streams anomalism with no previous record of exploration or prospecting.
High Range Camp Scale Au Prospect: >50km long highly prospective and unexplored lithostructural setting with some of the strongest gold in stream sediment anomalies at Mangaroon.
Commercialise our portfolio & make discoveries funded by third parties: The status on this front is currently outlined below:
Mangaroon REE/Critical Minerals (100%): contains a Resource of 40.82mt @ 1.03% TREO and is already global scale with plenty of upside; we are minimising holding costs while maximizing preparedness for an upturn in REE markets.
Mangaroon Ni-Cu (100%): has confirmed sulphide Ni-Cu in the 40km long Money Intrusion; joint venture discussions are well advanced.
Bresnahan U-HREE-Au-Sb-Pb (100%): uranium targets have been identified by global uranium companies; partial joint venture discussions are well advanced.
Tarraji-Yampi (75%/100%): confirmed sulphide Ni-Cu, strategic review underway.
Central Yilgarn (100%): multiple, confirmed high-grade gold, iron-ore and base metals targets, partial joint venture discussions are well advanced.

In relation to the critical minerals at Mangaroon, this remains a long-life, strategically important, potential Tier 1 project in one of the world’s top investment jurisdictions being Western Australia (Investment Attractiveness Index published in the 2023 Fraser Institute’s Annual Survey of Mining Companies).

In closing, we would like to thank our stakeholders including traditional owners, local communities, employees, joint venture partners, suppliers and other business partners. We also would take this opportunity to thank our fellow shareholders for your ongoing support.

Paul Chapman Chairman

Annual Report 2024

Directors’ Report

Your Directors present their report on the consolidated entity (referred to hereafter as the Group) consisting of Dreadnought Resources Limited (referred to hereafter as the Parent Entity, Dreadnought or the Company) and the entities it controlled at the end of, or during, the year ended 30 June 2024.

DIRECTORS

The following persons were Directors of the Company during the whole of the financial year and up to the date of this report, unless otherwise stated:

Paul Chapman

(Non-executive Chairman) Appointed 9 April 2019

Dean Tuck

(Managing Director) Appointed 9 April 2019

Philip Crutchfield

(Non-executive Director) Appointed 13 September 2022

Robert Gee

(Non-executive Director) Appointed 2 March 2023

PRINCIPAL ACTIVITIES

The principal activities of the Group during the financial year were minerals exploration and development. There were no significant changes in the nature of activities of the Group during the year.

DIVIDENDS

No dividends have been declared or paid during the year (2023: Nil).

OPERATING RESULTS AND FINANCIAL POSITION

The net result of operations for the financial year was a loss of $6,319,382 (2023: $5,521,985).

The net assets of the Group have increased by $1,196,113 during the financial year from $50,841,416 at 30 June 2023 to $52,037,529 at 30 June 2024.

Dreadnought Resources Ltd

Directors’ Report continued

REVIEW OF OPERATIONS

The Group is an ASX-listed exploration and development company focussing on acquiring and exploring high-quality projects within the state of Western Australia. The Company’s strategy is to discover major deposits on these projects either by itself or in joint venture with major mining companies. The review addresses highlights and significant changes in state of affairs during the year and to date.

Operational Highlights to 30 June 2024:

MANGAROON

Nb-REE (100%)

Mangaroon REE is a globally significant critical minerals complex with a combined Resource at Yin and the Gifford Creek Carbonatite of 40.82Mt @ 1.03% TREO.
ANSTO, a word-leading expert in processing critical and strategic metals, has successfully produced a high quality mixed rare earth carbonate from Yin concentrate. This is a milestone achievement in commercialisation for Yin and in progressing discussions with rare earth refiners.
The Nb-REE Gifford Creek Carbonatite has produced some of WA’s best niobium intercepts outside the Arunta Province and with strong niobium identified across multiple zones, we see the potential for Mangaroon to evolve as multi-commodity critical metals hub, within proximity to existing infrastructure.
The Company is focussed on extending known pyrochlore Nb mineralisation and to discover additional deposits.
Assay results from 4 holes of our 19 RC hole drilling program have already confirmed thick high-grade niobium intercepts.

Au (100%)

Mangaroon is host to high-grade gold mineralisation at the Bangemall/Cobra and Star of Mangaroon gold mining centres which have seen minimal modern exploration.
We have identified a ~15km x 10km zone with strong gold-in-stream sediments and pathfinder (Ag-As-Bi-Mo-Sb-Te-W) anomalism and subsequent to 30 June 2024 acquired a strategic land holding to further consolidate this region.
An internal study on a conceptual open pit at Star of Mangaroon has underpinned commercialisation of these high-grade gold targets. The Company plans to become a self-funded explorer and by adopting a model whereby funding, development, haulage and processing are outsourced to third parties to generate cashflow to support life changing discoveries.
The Company has confirmed visual sulphides at Tiger and down hole geophysics has identified potential massive sulphides in off-hole conductors.

Ni-Cu-PGE (100%)

Mangaroon hosts the fertile Ni-Cu-Co-PGE along the >45km long Money Intrusion.
An IP survey has confirmed the geophysical signatures of a significant new mineralised system.
Joint venture discussions are well advanced.

TARRAJI-YAMPI

Cu-Ag-Au-Co (80%/100%)

Tarraji-Yampi is located entirely within the Yampi Sound Training Area, a Commonwealth Defence Reserve in the West Kimberley, ~80kms from the port of Derby.
Dreadnought was awarded a co-funded grant under the WA Governments’ merit-based Exploration Incentive Scheme for an induced polarization geophysical survey at Tarraji aiming to highlight additional Grant’s Find like CI-Au epithermal targets.
Four strong off-hole conductors were identified during the first phase of recent drilling. Two Orion offset targets and off-hole conductors (OR1 and OR2) are priority targets for follow up drilling.

CENTRAL YILGARN

Gold, Base Metals, Critical Minerals, and Iron Ore Project (100%)

Central Yilgarn covers four greenstone belts within the highly prolific Yilgarn Craton of Western Australia with significant gold, copper, nickel, lithium and iron ore potential.
A 13-hole RC program was completed to test 4 compelling gold targets at Viper, Leghorn, Chicken Little and Honey and anomalous gold mineralisation was intersected in all targets. Drilling at Chicken Little was particularly encouraging intersecting shallow, high-grade gold and silver.

BRESNAHAN

REE-HREE-Au-Sb-Pb (100%) Project (100%)

Bresnahan is a conceptual unconformity heavy rare earth element (“HREE”) project containing >3,700kms[2] of prospective ground. and assays from reconnaissance surface sampling have confirmed unconformity HREE mineralisation, similar to the Browns Range project. Partial joint venture discussions are well advanced.

Annual Report 2024

Directors’ Report continued

Corporate Highlights to 30 June 2024:

In relation to share placements, the following activities occurred:

In October 2023, the Company completed a placement at $0.047 per share to institutional and sophisticated investors raising $3,960,000 (before costs). On 9 October 2023, the Company issued 84,255,319 shares relating to the placement.
The placement conditions were also extended to eligible shareholders under a Share Purchase Plan raising $628,000 (before costs) and on 30 October 2023, 13,361,764 shares were issued to shareholders who participated in this plan.
In addition, the directors contributed a further $1,040,000 to the placement, which was approved by shareholders at the annual general meeting held on 23 November 2023. On 22 December 2023, 22,127,660 shares were accordingly issued to the directors.

In relation to options, the following activities occurred:

i. Options issued to other parties:
On 9 October 2023 the Company issued 6,000,000 options to Shaw and Partners and their nominees for their role as Lead Manager in the October 2023 placement. The options have an exercise price of $0.094 and expire on 9 October 2025.
ii. Options exercised by employees or directors:
On 9 April 2024, the Managing Director exercised 31,500,000 options for a total amount of $157,500.

In relation to performance rights, the following activities occurred:

Performance rights issued to employees or directors:

i. Performance Rights vesting and exercised:
On 5 July 2023, the vesting condition for Class B was achieved and 2,566,667 Performance Rights for directors and 11,983,334 Performance Rights for employees vested.
On 1 August 2023, the Company issued 2,566,667 fully paid ordinary shares and 11,983,334 fully paid ordinary shares to the directors and employees, respectively upon exercising the vested rights.
On 28 August 2023, the vesting condition for Class C was achieved and 2,566,667 Performance Rights for directors and 11,983,329 Performance Rights for employees vested.
On 4 September 2023, the Company issued 2,566,667 fully paid ordinary shares and 11,983,329 fully paid ordinary shares to the directors and employees, respectively upon exercising the vested rights.
ii. Performance rights granted:
On 4 December 2023, the Company issued 3,600,000 Performance Rights to a director and 13,900,000 to employees.
These were divided into four equal tranches subject to the following vesting conditions:
- Class D: The Company’s Volume Weighted Average Market Price over a period of 20 consecutive Trading Days (20day VWAP) being at least $0.10.
- Class E: The 20-day VWAP being at least $0.15.
- Class F: Completion of 12 months continued service from the date of issue of the Performance Rights.
- Class G: Completion of 24 months continued service from the date of issue of the Performance Rights.

The Company made the following acquisitions during the year:

On 4 October 2023, the Company announced that it had executed a tenement sale and purchase agreement with an unrelated party to acquire a 100% interest in exploration tenement E52/3412 and E52/3462. The key commercial terms included $100,000 in cash, 2,500,000 fully paid ordinary shares at completion and a 1.0% gross royalty. The shares were issued on 13 February 2024.

FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGY

The Group is focused on delivering significant shareholder returns through the discovery of economic mineral deposits in the Tier 1 jurisdiction of Western Australia. The Group will achieve these goals by:

Transforming into a self-funded explorer;

Progressing the Gifford Creek Carbonatite to a commercial assessment by undertaking low cost/high value add work:

Making life changing discoveries on 100% owned ground; and

Commercialising our portfolio & making life changing discoveries funded by third parties.

Dreadnought Resources Ltd

Directors’ Report continued

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

Subsequent to 30 June 2024, the following significant events were undertaken by the Group:

On 25 July 2024, the Company announced the issue of 6,927,040 shares to Topdrill Pty Ltd under a drill for equity arrangement for drilling services performed at the Tarraji Yampi Project in June / July 2024.
On 26 July 2024, the Company announced a strategic acquisition of ~300km2 of highly prospective and strategic ground along the Mangaroon Shear Zone from Redscope Enterprises Pty Ltd. The key commercial terms included $50,000 in cash, 16,00,000 fully paid ordinary shares and a 1.0% gross royalty to complete the acquisition. The shares were issued on 26 July 2024 and were subject to voluntary escrow conditions.
On 26 Jully 2024, the Company announced a gold commercialisation strategy for Mangaroon as part of its strategy to transform into a self funded explorer.
On 5 August 2024, the Company announced a $3,500,000 (before costs) capital raise and a further $210,000 for director participation subject to shareholder approval.

Other than the events detailed above, there has not arisen in the interval between 1 July 2024 and the date of this report any item, transaction, or event of a material and unusual nature likely, in the opinion of the directors, to significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity, in future years.

ENVIRONMENTAL REGULATION

The Group’s Environmental Management System includes identifying and assessing environmental impacts, setting environmental objectives and targets, and implementing strategies to reduce the impact on the environment.

The operations of the Group are subject to environmental regulations under both Commonwealth and State legislation in Australia. In the mining industry, many activities are regulated by environmental laws. Operations are conducted under the necessary Commonwealth and State Licences and Works Approvals. The Group considers it has complied with all relevant environmental obligations.

SOCIAL RESPONSIBILITY

The Group strives to contribute to the social and economic wellbeing of the communities in which it operates by identifying opportunities that create shared value and economic benefit with our local communities including, where possible, maximising local procurement, employment, and training opportunities. We place as much emphasis on our behaviour as we do on our results. We provide a healthy, safe, and inclusive workplace through collective leadership.

The status of the Group’s cultural and gender is shown in the tables below.

Cultural Diversity

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2024 2023
Category
Australian International Australian International
Key Management Personnel 4 3 3 3
Other senior management - 4 1 3
Other employees 5 2 6 4
Total 9 9 10 10
Overall % 50% 50% 50% 50%
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International refers to an individual’s background rather than citizenship and includes United States, Africa, United Kingdom, New Zealand, South America, Europe, and Philippines.

Gender Diversity

Gender Diversity
Category	2024		2023
	Male	Female	Male	Female
Key Management Personnel	5	2	4	2
Other senior management Other employees Total	2 4 11	2 3 7	2 7 13	2 3 7
Overall%	61%	39%	65%	35%

COMPLIANCE STATEMENT

This report contains information extracted from reports available to view on the website www.dreadnoughtresources.com.au. In relying on the below ASX announcements and pursuant to ASX Listing Rule 5.23.2, the Company confirms that it is not aware of any new information or data that materially affects the information included in the abovementioned announcements or this Annual Report for the period ended 30 June 2024.

Annual Report 2024

Directors’ Report continued

ASX Listing Rules Compliance

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In preparing the Annual Report for the period ended 30 June 2024, the Company has relied on the following ASX announcements.
ASX Announcement 02/09/2024 Drill Results & 5 Off-Hole Conductors at Tiger
ASX Announcement 28/08/2024 Australian Gold Conference Presentation
ASX Announcement 19/08/2024 Thick High-Grade Niobium Intercepts
ASX Announcement 15/08/2024 Visual Sulphides in Tiger Ci-Au-Zn-Ag Drilling – Mangaroon Gold
ASX Announcement 13/08/2024 Gifford Creek Niobium Drilling Update - Amendment
ASX Announcement 12/08/2024 Application for quotation of securities – DRE and Cleansing Notice
ASX Announcement 12/08/2024 Notification of cessation of securities – DRE
ASX Announcement 12/08/2024 Gifford Creek Niobium Drilling Update
ASX Announcement 09/08/2024 Application for quotation of securities – DRE and Cleansing Notice
ASX Announcement 05/08/2024 Proposed issue of securities – DRE (x 2)
ASX Announcement 05/08/2024 $3.71m Placement to Advance Niobium and Gold Exploration
ASX Announcement 01/08/2024 Trading Halt
ASX Announcement 31/07/2024 Quarterly Cashflow Report and Quarterly activities Report – June 2024
ASX Announcement 26/07/2024 Application for quotation of securities – DRE and Cleansing Notice
ASX Announcement 26/07/2024 Proposed issue of securities – DRE
ASX Announcement 26/07/2024 Consolidation, Growth & Commercialisation – Mangaroon Gold
ASX Announcement 26/07/2024 Strategic & Prospective Consolidation – Mangaroon AU
ASX Announcement 25/07/2024 Application for quotation of securities – DRE
ASX Announcement 22/07/2024 Drilling Commenced – Gifford Creek Nb-REE Carbonatite
ASX Announcement 18/07/2024 Four Strong Off-Hole Conductors identified – Tarraji-Yampi
ASX Announcement 16/07/2024 Junior Minerals Exploration Incentive
ASX Announcement 03/07/2024 Change of Director’s Interest Notice – Dean Tuck
ASX Announcement 03/07/2024 Notification of cessation of securities – DRE
ASX Announcement 19/06/2024 Drilling Extended for Nb-REE and Cu-Au Targets
ASX Announcement 18/06/2024 Tiger Cu-Au, An-Ag Gossan Confirmed Over ~500m – Mangaroon
ASX Announcement 17/06/2024 Cu-Au Drilling Commenced at Tarraji-Yampi
ASX Announcement 14/06/2024 Notification of cessation of securities – DRE
ASX Announcement 06/06/2024 Gifford Creek REE-Nb Carbonatite Update – Mangaroon
ASX Announcement 04/06/2024 Proposed issue of securities – DRE
ASX Announcement 04/06/2024 Cu-Au Drilling to Commence at Tarraji-Yampi
ASX Announcement 27/05/2024 High-Grade Cu-Zn-Ag-Au Gossans at Tiger – Mangaroon
ASX Announcement 24/05/2024 Investor Webinar Presentation
ASX Announcement 23/05/2024 Shallow, High-Grade Gold and Silver at Chicken Little
ASX Announcement 20/05/2024 Outcropping Cu-Zn-Ag-Au Gossans at Tiger
ASX Announcement 06/05/2024 High Quality, Mixed Rare Earth Carbonate Produced from Yin
ASX Announcement 01/05/2024 $300,000 EIS Drilling and Geophysical Grants
ASX Announcement 30/04/2024 Quarterly Cashflow Report and Quarterly activities Report – March 2024
ASX Announcement 29/04/2024 Drilling of 4 Compelling Targets Completed – Central Yilgarn
ASX Announcement 12/04/2024 Change of Director’s Interest Notice x 3
ASX Announcement 09/04/2024 Exercise of Options and Investment by Directors
ASX Announcement 09/04/2024 Application for quotation of securities – DRE
ASX Announcement 05/04/2024 Drilling 4 Compelling Targets Commenced
ASX Announcement 27/03/2024 Drilling and Geophysical Results from Tarraji-Yampi
ASX Announcement 13/03/2024 Star of Mangaroon Camp Scale Gold Prospect Expands
ASX Announcement 12/03/2024 Mangaroon Ni-Cu-Co-PGE Reverts to 100%
ASX Announcement 07/03/2024 Significant Untested Uranium Targets – Bresnahan
ASX Announcement 01/03/2024 S&P DJI Announces March 2024 Quarterly Rebalance
ASX Announcement 28/02/2024 Half Yearly Report and Accounts – 31 December 2023
ASX Announcement 13/02/2024 Application for quotation of securities – DRE and Cleansing Notice
ASX Announcement 13/02/2024 RIU Explorers Conference Presentation
ASX Announcement 13/02/2024 $2.1M R&D Tax Incentive Underscores Mangaroon Rare Earths
ASX Announcement 12/02/2024 Star of Mangaroon Camp Scale Gold Prospect Expands
ASX Announcement 08/02/2024 Seven Camp Scale Gold Prospects at Central Yilgarn
ASX Announcement 31/01/2024 Quarterly Cashflow Report and Quarterly activities Report – December 2023
ASX Announcement 22/01/2024 Star of Mangaroon Extended
ASX Announcement 22/12/2023 Change of Director’s Interest Notice x 2
ASX Announcement 11/12/2023 Thick, High-Grade Gold Including 7m @ 23.0g/t AU – Mangaroon
ASX Announcement 06/12/2023 Change of Director’s Interest Notic – Dean Tuck
ASX Announcement 06/12/2023 Gifford Creek REE-Nb-P-Ti-Sc Carbonatite Drilling Update
ASX Announcement 05/12/2023 Notification regarding unquoted securities – DRE
ASX Announcement 30/11/2023 Large, High Confidence Yin Ironstone Resource - Mangaroon
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Dreadnought Resources Ltd

Directors’ Report continued

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ASX Announcement 29/11/2023 Trading Halt
ASX Announcement 23/11/2023 AGM Presentation
ASX Announcement 20/11/2023 Chair’s Address to Shareholders
ASX Announcement 20/11/2023 16 Camp Scale Lithium Targets at Central Yilgarn & Mangaroon
ASX Announcement 08/11/2023 Further Ni-Cu-Co-3PGE Assay & Drilling to Recommence
ASX Announcement 02/11/2023 Launch of Interactive Investor Hub
ASX Announcement 01/11/2023 Gold Drilling Commenced at Star of Mangaroon
ASX Announcement 31/10/2023 Quarterly Cashflow Report and Quarterly activities Report – September 2023
ASX Announcement 30/10/2023 Application for quotation of securities – DRE
ASX Announcement 27/10/2023 $180,000 Drilling Grant for Mangaroon REEs- Amendment
ASX Announcement 26/10/2023 Significant HREE, Gold and Uranium Potential – Bresnahan
ASX Announcement 25/10/2023 $180,000 Drilling Grant for Mangaroon REEs
ASX Announcement 24/10/2023 Notice of Annual General Meeting/Proxy Form
ASX Announcement 24/10/2023 Drilling and Geophysical Surveys Completed at Tarraji-Yampi
ASX Announcement 16/10/2023 100m Thick Rare Earth Intercepts from Yin – Mangaroon
ASX Announcement 09/10/2023 Notification regarding unquoted securities – DRE
ASX Announcement 09/10/2023 Share Purchase Plan Offer Document and Cleansing Notice
ASX Announcement 04/10/2023 Proposed issue of securities – DRE
ASX Announcement 04/10/2023 Bresnahan (100%) Acquisition & Consolidation
ASX Announcement 02/10/2023 Mangaroon Carbonatite Now over 17km with Hither Grade Zones
ASX Announcement 29/09/2023 Webinar invitation to Shareholders
ASX Announcement 29/09/2023 Proposed issue of securities – DRE (x 3)
ASX Announcement 29/09/2023 Placement & Share Purchase Plan
ASX Announcement 27/09/2023 Trading Halt
ASX Announcement 25/09/2023 Cu-Ag-Au-Cp Discovery Drilling Commenced at Tarraji-Yampi
ASX Announcement 21/09/2023 High Grade Ni-Cu-Co-PGE Massive Sulphides Confirmed
ASX Announcement 19/09/2023 Appendix 4G and 2023 Corporate Governance Statement
ASX Announcement 19/09/2023 Annual Report to Shareholders
ASX Announcement 13/09/2023 Highest Grades to date from Yin Infill Drilling – Mangaroon
ASX Announcement 12/09/2023 Thick Ni-Cu Mineralisation over 400m- Amendment
ASX Announcement 12/09/2023 New World Metals Corporate Presentation
ASX Announcement 12/09/2023 Thick Ni-Cu Mineralisation over 400m, Open in All Directions
ASX Announcement 06/09/2023 Change of Director's Interests Notice x 4
ASX Announcement 04/09/2023 Application for quotation of securities – DRE and Cleansing Notice
ASX Announcement 04/09/2023 Outstanding Gold Potential Along 10km Mangaroon Shear Zone
ASX Announcement 31/08/2023 Massive & Disseminated Ni-Cu Sulphides Intersected
ASX Announcement 30/08/2023 Trading Halt
ASX Announcement 30/08/2023 Drilling Commenced at Money Intrusion Ni-Cu-PGE – Mangaroon
ASX Announcement 28/08/2023 Initial, Independent REE-Nb-P-Ti-Sc Resource at C3
ASX Announcement 18/08/2023 Application for quotation of securities – DRE and Cleansing Notice
ASX Announcement 17/08/2023 Thick, High-Grade Rare Earths Continue at Yin – Mangaroon
ASX Announcement 08/08/2023 Diggers and Dealers Conference Presentation
ASX Announcement 07/08/2023 Rare Earth Ironstone and Carbonatite Drilling Update
ASX Announcement 02/08/2023 Change of Director Interests x 4
ASX Announcement 01/08/2023 Application for quotation of securities - DRE and Cleansing Notic
ASX Announcement 31/07/2023 Quarterly Cashflow Report and Quarterly activities Report – June 2023
ASX Announcement 21/07/2023 Noosa Mining Conference – Investor Presentation
ASX Announcement 17/07/2023 High-Grade Rare earth & Niobium Zones at C3 & C5 – Mangaroon
ASX Announcement 12/07/2023 Notification regarding unquoted securities - DRE
ASX Announcement 10/07/2023 High-Grade Rare Earth & Niobium Zones at C3 & C5 – Mangaroon
ASX Announcement 06/07/2023 Successful Junior Minerals Exploration Incentive Application
ASX Announcement 05/07/2023 40% Increase in Resource Tonnage at Yin – Mangaroon
ASX Announcement 03/07/2023 Trading Halt
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Annual Report 2024

Directors’ Report continued

INFORMATION ON DIRECTORS

Directors have been in office for the entire period unless otherwise stated.

Paul Chapman	B.Comm, CA, Grad. Dip. Tax, MAICD, MAusIMM (Independent Non-Executive Chairman),
	Appointed9April 2019
Experience and Expertise	Mr Chapman is a company director with over 30 years in the resource sector. Mr Chapman
	has held senior management roles across a range of commodity businesses and public
	companies in Australia and the USA. Mr Chapman was a founding director and shareholder
	of Reliance Mining, Encounter Resources, Rex Minerals, Silver Lake Resources, Black Cat
	Syndicate and Dreadnought Resources.
Interests in shares, performance	325,039,148 shares
rights and options
Other current directorships	Mr Chapman is the non-executive chairman of Meeka Metals Limited (ASX:MEK) (since May
	2022).
	Mr Chapman is a non-executive director of Sunshine Metals Limited (ASX:SHN) (since
	November 2020).
	Mr Chapman is a non-executive chairman of Black Cat Syndicate Limited (ASX:BC8) (since
	August 2017).
Former directorships in the last 3	Encounter Resources Limited
years
Dean Tuck	B.Sc (Hons),FGAA,MAIG (ManagingDirector),Appointed9April 2019
Experience and Expertise	Mr Tuck is an experienced geologist and exploration manager having worked across a wide
	range of commodities in Australia, Brazil and Southeast Asia from project generation through
	to resource evaluation. He has held senior level positions at BHP Billiton and ASX listed
	junior explorers. Mr Tuck has been instrumental in several discoveries including the Strickland
	gold, Mallinda and Mallina LCT pegmatites and Wonmunna iron ore.
Interests in shares, performance	39,210,317 shares
rights and options	5,000,000 options
	3,600,000 performance rights
Other current directorships	None
Former directorships in the last 3	Mr Tuck resigned as non-executive director of Caeneus Minerals Limited (ASX:CAD) on 6
years	December 2022.
Philip Crutchfield	B. Comm,LLB(Hons),LL.M LSE(Non-ExecutiveDirector),Appointed 13 September 2022
Experience and Expertise	Mr Crutchfield is a senior barrister specialising in commercial law. Mr Crutchfield is also a
	long standing and second largest shareholder in Dreadnought.
Interests in shares, performance	122,743,097 shares
rights and options	853,098 options
Other current directorships	Mr Crutchfield is a non-executive director of Hamelin Gold Limited (ASX:HMG) (since 31
	August 2021).
	Mr Crutchfield is a non-executive director of Encounter Resources Limited (ASX:ENR) (since
	9 October 2019).
Former directorships in the last 3	Mr Crutchfield was a non-executive director of Applyflow Limited (ASX:AFW) (from 17
years	October 2019 until 31 July 2023).
	Mr Crutchfield was a non-executive director of Black Cat Syndicate Limited (ASX:BC8) (from
	6April 2021until30November 2023).

Dreadnought Resources Ltd

Directors’ Report continued

Robert Gee	B Sc (Hons), PhD, Grad Cert Management (Non-Executive Director), Appointed 2 March
	2023
Experience and Expertise	Dr Gee is an experienced hydrometallurgist and technical manager with over thirty years’
	experience in the resources and battery chemicals sectors, with significant focus on critical
	minerals extraction. Dr Gee has held senior positions in both private and public sectors
	working in operations, technical development, and consulting. Dr Gee has worked for several
	small and large organisations including BHP Group Limited and the Australian Nuclear Science
	and Technology Organisation.
Interests in shares, performance	600,000 shares
rights and options	1,223,151 options
Other current directorships	None
Former directorships in the last 3	None
years
Ian Gordon	(Former Non-Executive Director), Appointed 21 December 2017, Resigned 30 November
	2022
Paul Payne	(Former Non-Executive Director), Appointed 21 December 2017, Resigned 13 September
	2022
COMPANY SECRETARY
Jessamyn Lyons	BComm,AGIA ICSA(Grad DipAppliedCorporate Governance),Appointed 1July2020
Experience and Expertise	Ms Lyons is a Chartered Secretary, a Fellow of the Governance Institute of Australia and
	holds a Bachelor of Commerce from the University of Western Australia with majors in
	Investment Finance, Corporate Finance and Marketing. Ms Lyons also has 15 years of
	experience working in the stockbroking and banking industries and has held various positions
	with MacquarieBank, UBSInvestmentBank(London) and morerecentlyPatersons Securities.

MEETINGS OF DIRECTORS

The numbers of meetings of the Company's Board held during the year ended 30 June 2024, and the numbers of meetings attended by each director were as follows:

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Meetings of Directors
A B
P Chapman 6 6
D Tuck 6 6
P Crutchfield 6 6
R Gee 6 6
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A = number of meetings attended B = Number of meetings held during the time the director held office during the year and was eligible to attend

All remuneration and nomination matters are referred to the full Board as the size of the Company does not warrant a separate Committees at this time. Similarly, the role of the Audit and Risk Committee continues to be fulfilled by the full Board.

PROCEEDINGS ON BEHALF OF THE GROUP

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings.

Annual Report 2024

Directors’ Report continued

INDEMNIFICATION AND INSURANCE OF OFFICERS

The Company has indemnified the directors and officers for costs incurred, in their capacity as a director or officer of the Company, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the directors and officers of the Company against a liability to the extent permitted by the Corporations Act 2001 . The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

NON-AUDIT SERVICES

The Group may decide to employ the auditor on assignments additional to their statutory duties where the auditors’ expertise and experience with the Group are important. The Board is satisfied that the provision of any such non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

The Board is also satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:

all non-audit services are reviewed and approved by the Board prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and
the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants (including Independence Standards) set by the Accounting Professional and Ethical Standards Board.

There were no fees for non-audit services paid or payable to the external auditors of the Company, their related practices or nonrelated audit firms during the year ended 30 June 2024.

SHARES UNDER OPTION

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At the date of this report unissued ordinary shares of the Company under option are:
Type Expiry date Exercise price Number Vested Unvested
Options 26/11/2024 $0.0600 2,000,000 2,000,000 -
Options 14/07/2025 $0.0650 8,500,000 8,500,000 -
Options 09/10/2025 $0.0940 6,000,000 6,000,000 -
Options 16/12/2025 $0.1575 853,098 853,098 -
Options 02/03/2026 $0.1200 1,223,151 1,223,151 -
Options 14/06/2026 $0.0750 2,000,000 2,000,000 -
Total Options 20,576,249 20,576,24 -
At the date of this report unissued ordinary shares of the Company subject to performance rights are:
Type Expiry date Exercise price Number Vested Unvested
Performance Rights 31/12/2025 $0.0000 16,500,000 - 16,500,000
Shares issued prior to or since year end as a result of exercise of options / performance rights:
Number of Date Amount paid
Type Exercised Date granted Exercise price shares issued exercised for shares ($)
Performance Rights 30/11/2022 $0.0000 2,266,667 01/08/2023 -
Performance Rights 08/12/2022 $0.0000 7,916,668 01/08/2023 -
Performance Rights 03/02/2022 $0.0000 750,000 01/08/2023 -
Performance Rights 30/01/2023 $0.0000 1,066,666 01/08/2023 -
Performance Rights 02/03/2023 $0.0000 300,000 01/08/2023 -
Performance Rights 31/05/2023 $0.0000 1,500,000 01/08/2023 -
Performance Rights 04/07/2023 $0.0000 750,000 01/08/2023 -
Performance Rights 30/11//2022 $0.0000 2,266,667 04/09/2023 -
Performance Rights 08/12/2022 $0.0000 7,916,663 04/09/2023 -
Performance Rights 03/02/2022 $0.0000 750,000 04/09/2023 -
Performance Rights 30/01/2023 $0.0000 1,066,666 04/09/2023 -
Performance Rights 02/03/2023 $0.0000 300,000 04/09/2023 -
Performance Rights 31/05/2023 $0.0000 1,500,000 04/09/2023 -
Performance Rights 04/07/2023 $0.0000 750,000 04/09/2023 -
Options 09/04/2019 $0.0050 1,500,000 08/04//2024 7,500
Options 16/08/2019 $0.0050 30,000,000 08/04/2024 150,000
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Dreadnought Resources Ltd

Directors’ Report continued

REMUNERATION REPORT – AUDITED

The remuneration report is set out under the following main headings:

A. Principles used to determine the nature and amount of remuneration
B. Details of remuneration
C. Share-based compensation
D. Shareholdings
E. Use of Remuneration Consultants
F. Relationship between remuneration and Company performance
G. Other transactions with key management personnel and their related parties
H. Key Management Personnel loans

The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001.

A. Principles used to determine the nature and amount of remuneration

The Group's policy for determining the nature and amounts of remuneration of directors and key management personnel of the Group is outlined below.

The Company's constitution specifies that the total amount of remuneration of non-executive directors shall be fixed from time to time by a general meeting. The current fixed amount for non-executive directors has been set at $400,000 per annum. Directors may apportion up to this fixed amount amongst the non-executive directors as they determine. Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in performing their duties as directors. Non-executive and executive directors’ remuneration is primarily by way of fees and statutory superannuation contributions and are eligible to participate in the Company’s Equity Incentive Plan as noted below.
The Company’s Equity Incentive Plan (” Plan”) was approved by shareholders on 30 November 2022. Directors are eligible to participate in the Plan. The Plan enables the Board to offer eligible employees and directors’ options to acquire ordinary fully paid shares in the Company. Under the terms of the Plan, options and performance rights may be offered to the Company's eligible employees at no cost or no more than nominal monetary consideration unless otherwise determined by the Board in accordance with the terms and conditions of the Plan. The objective of the Plan is to align the interests of employees and shareholders by providing employees of the Company with the opportunity to participate in the equity of the Company as an incentive to achieve greater success and value for the Company and to maximise the long-term performance of the Company.
The Company's remuneration structure is based on several factors including the financial position of the Company and the experience and performance of an individual in meeting key objectives of the Company. The Board is responsible for assessing relevant employment market conditions and achieving the overall, long-term objective of maximising shareholder wealth, through the retention of high-quality personnel. The Company does not emphasise cash bonus schemes or other incentivebased cash payments given the nature of the Company's business as a mineral exploration entity. However, the Board may approve the payment of cash bonuses from time to time to reward individual performance in achieving key objectives as considered appropriate by the Board.

Voting and comments made at the Company’s 2023 Annual General Meeting (“AGM”):

The Company received more than 96% of ‘yes’ votes on its remuneration report for the 2023 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

B. Details of remuneration

This report details the nature and amount of remuneration for each key management person of the Company.

The names and positions held by directors and key management personnel of the Company during the financial year are:

Mr P Chapman – Chairman, non-executive (appointed 9 April 2019)
Mr D Tuck – Managing Director (appointed 9 April 2019)
Mr P Crutchfield – Director, non-executive (appointed 13 September 2022)
Dr R Gee – Director, non-executive (appointed 2 March 2023)
Mr I Gordon – Director, non-executive (appointed 21 December 2017, resigned 30 November 2022)
Mr P Payne – Director, non-executive (appointed 21 December 2017, resigned 13 September 2022)
Ms D Fullarton – Chief Financial Officer (appointed 14 June 2023)
Mr M Crowe – Chief Operating Officer (appointed 1 July 2023)

The remuneration policy of the Group has been designed to align key management personnel objectives with shareholder and business objectives by providing a fixed remuneration component which is assessed on an annual basis in line with market rates. By providing components of remuneration that are indirectly linked to share price appreciation (in the form of options and/or performance rights), executive, business and shareholder objectives are aligned. The Board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best key management personnel to run and manage the Company, as well as create goal congruence between directors and shareholders.

Annual Report 2024

Directors’ Report continued

The remuneration policy and the relevant terms and conditions have been developed by the Board. In determining competitive remuneration rates, the Board reviews trends among comparative companies and industry generally. It examines terms and conditions for employee incentive schemes, benefit plans and share plans. Reviews are performed to confirm that executive remuneration is in line with market practice and is reasonable in the context of Australian executive remuneration practices.

The Company is an exploration entity, and therefore speculative in terms of performance. Consistent with attracting and retaining talented executives, directors and executives are paid market rates associated with individuals in similar positions, within the same industry.

(a) Executive remuneration – Mr D Tuck (appointed 9 April 2019)

Mr Dean Tuck, Managing Director, was employed by the Group in accordance with the terms and conditions outlined within his service agreement dated 6 April 2023. For the year ended 30 June 2024, Mr Tuck received a base salary of $300,000 in short term remuneration (2023: $250,000), with post-employment superannuation contributions at the statutory rate. Both parties may terminate the employment agreement by giving notice of termination to each other on not less than six (6) months’ notice in writing.

The balance of unlisted incentive options granted to the Managing Director during prior periods, but not fully exercised are as follows:
On 24 November 2021, 5,000,000 unlisted incentive options were granted, exercisable at $0.04, with a value of $186,900, expiring on 2 July 2024. 50% vested on 2 July 2022 and 50% vested on 2 July 2023. As at 30 June 2024, the options are fully vested and there were 5,000,000 options remaining.

(b) Executive remuneration – Ms D Fullarton (appointed 14 June 2023)

Ms Debbie Fullarton, Chief Financial Officer (CFO), was employed by the Group in accordance with the terms and conditions outlined within her service agreement dated 14 June 2023. Her annual base salary was set at $250,000 with post-employment superannuation contributions at the statutory rate. On 8 January 2024 her conditions were varied by mutual agreement to part time with a reduction from 38 hours a week to 30.4 hours a week and the appropriate proportional adjustment to her salary and leave benefits. Both parties may terminate the employment agreement by giving notice of termination to each other on not less than three (3) months’ notice in writing.

The balance of unlisted incentive options granted to the CFO during prior periods, but not fully exercised are as follows:

On 31 May 2023, 2,000,000 unlisted incentive options were granted exercisable at $0.075, with a fair value of $54,220, expiring on 14 June 2026 and vesting after 12 months of continuous service. As at 30 June 2024, the options are fully vested and there were 2,000,000 options remaining.

(c) Executive remuneration – Mr M Crowe (appointed 1 July 2023)

Mr Matt Crowe was appointed as Chief Operating Officer (COO) of the Group in accordance with the terms and conditions outlined within his service agreement dated 27 June 2023. His annual base salary was set at $250,000 with post-employment superannuation contributions at the statutory rate. Both parties may terminate the employment agreement by giving notice of termination to each other on not less than three (3) months’ notice in writing.

The balance of unlisted incentive options granted to the COO during prior periods, but not fully exercised are as follows:

On 2 July 2021, 4,000,000 unlisted incentive options exercisable at $0.04, with a fair value of $51,175, expiring on 2 July 2024. 50% vested on 2 July 2022 and 50% vested on 2 July 2023 and vesting after 12 months of continuous service. As at 30 June 2024 the options are fully vested and there were 2,600,000 options remaining.
On 14 July 2022, 2,000,000 unlisted incentive options exercisable at $0.065, with a fair value of $70,960, expiring on 14 July 2025 and vesting after 12 months of continuous service. As at 30 June 2024, the options are fully vested and there were 2,000,000 options remaining.

(d) Non-Executive remuneration

The agreements in place during the 2023 financial year with the non-executive chairman, Paul Chapman and the non-executive directors, Philip Crutchfield and Robert Gee are summarised below:

Term of agreement is renewed annually, and the following fees (plus minimum statutory superannuation entitlements) were paid for the 2024 financial year.
Chairman $75,000
Non-Executive Directors $65,000
No payment of termination benefits.
These fees (plus minimum statutory superannuation entitlements) have been reduced with effect from 1 September 2024 and directors are also proposing to take their fees in options, subject to required shareholder approval.
Chairman $65,000
Non-Executive Directors $60,000

(e) Performance rights

On 4 December 2023, the Company issued 3,600,000 Performance Rights to the Managing Director, 2,000,000 Performance Rights to the CFO and 2,000,000 Performance Rights to the COO.

These were divided into four equal tranches subject to the following vesting conditions:

Class D: The Company’s Volume Weighted Average Market Price over a period of 20 consecutive Trading Days (20-day VWAP) being at least $0.10.
Class E: The 20-day VWAP being at least $0.15.
Class F: Completion of 12 months continued service from the date of issue of the Performance Rights.
Class G: Completion of 24 months continued service from the date of issue of the Performance Rights.

Dreadnought Resources Ltd

Directors’ Report continued

Performance related Options as % of total				38% 3% 30% - 33% - 32% - 35% 11% 37% 1%				56% 12% 47% - 34% 34% 14% 63% - - - - 48% 15%

TOTAL				594,495 118,843 107,743 106,806 435,046 470,975	1,833,908			687,943 116,244 161,832 96,822 24,352 11,475 30,276	1,128,944
SUB TOTAL				247,693 35,593 35,593 34,656 202,605 175,239	731,379			386,623 54,407 109,813 74,722 - - 18,911	644,476
Share-based payments (Fair Value at grant, expensed over vesting period)	Options Performance rights	(vested) (unvested) (vested) (unvested)		18,818 - 197,739 31,136 - - 35,593 - - - 35,593 - - - 34,656 - 49,702 - 135,606 17,297 2,588 - 155,354 17,297	71,108 - 594,541 65,730			37,636 46,725 166,667 135,595 - - 30,000 24,407 55,406 - 30,000 24,407 60,778 - 13,944 - - - - - - - - - 4,518 - 14,393	212,746
									226,667
									51,243
									153,820
SUB TOTAL				346,802 83,250 72,150 72,150 232,441 295,736	1,102,529			301,320 61,837 52,019 22,100 24,352 11,475 11,365	484,468
Short-Term (a) Post- employment (b)	KMP Salary / fees Annual leave entitlements Super- annuation		2024	Directors D Tuck 306,610 12,692 27,500 P Chapman 75,000 - 8,250 P Crutchfield 65,000 - 7,150 R Gee 65,000 - 7,150 Other D Fullarton 205,769 4,037 22,635 M Crowe6 257,659 10,577 27,500	Total 975,038 27,306 100,185	2023	Directors	D Tuck 250,000 26,028 25,292 P Chapman 55,961 - 5,876 P Crutchfield1 47,076 - 4,943 R Gee2 20,000 - 2,100 I Gordon3 22,038 - 2,314 P Payne4 10,385 - 1,090 Other D Fullarton5 9,615 740 1,010	42,625
									26,768
									415,075
									Total

Annual Report 2024

Directors’ Report continued

C. Share-based compensation

Equity Incentive Plan

The Company has an Equity Incentive Plan approved by shareholders that enables the Board to offer eligible employees and directors the option to acquire ordinary fully paid shares in the Company. Under the terms of the Plan, options to acquire ordinary fully paid shares may be offered to the Company's eligible employees at no cost unless otherwise determined by the Board in accordance with the terms and conditions of the Plan.

Options granted as remuneration

There were no options granted as remuneration.

Shares issued on exercise of remuneration options

On 9 April 2024, Dean Tuck exercised 31,500,000 options granted as remuneration during prior years for an amount of $157,500.

Performance rights granted as remuneration

The terms and conditions of performance rights over ordinary shares granted to key management personnel of the Company during the year affecting their remuneration in this financial year or future reporting years are as follows:

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Number of Fair value per
performance rights Exercise right at grant
Name granted Grant date Tranche Price date
Director
D Tuck 900,000 4 December 2023 Class D $0.0000 $0.0138
900,000 4 December 2023 Class E $0.0000 $0.0088
900,000 4 December 2023 Class F $0.0000 $0.0320
900,000 4 December 2023 Class G $0.0000 $0.0320
Other
D Fullarton 500,000 4 December 2023 Class D $0.0000 $0.0138
500,000 4 December 2023 Class E $0.0000 $0.0088
500,000 4 December 2023 Class F $0.0000 $0.0320
500,000 4 December 2023 Class G $0.0000 $0.0320
M Crowe 500,000 4 December 2023 Class D $0.0000 $0.0138
500,000 4 December 2023 Class E $0.0000 $0.0088
500,000 4 December 2023 Class F $0.0000 $0.0320
500,000 4 December 2023 Class G $0.0000 $0.0320
10,600,000
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Class D: The Company’s Volume Weighted Average Market Price over a period of 20 consecutive Trading Days (20-day VWAP) being at least $0.10.

Class E: The 20-day VWAP being at least $0.15.

Class F: Completion of 12 months continued service from the date of issue of the Performance Rights. Class G: Completion of 24 months continued service from the date of issue of the Performance Rights.

Shares issued on exercise of remuneration performance rights

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Number of Exercise
Name performance rights Vested Tranche Price
Directors
D Tuck 1,666,667 1 August 2023 Class B $0.0000
1,666,667 4 September 2023 Class C $0.0000
P Chapman 300,000 1 August 2023 Class B $0.0000
300,000 4 September 2023 Class C $0.0000
P Crutchfield 300,000 1 August 2023 Class B $0.0000
300,000 4 September 2023 Class C $0.0000
R Gee 300,000 1 August 2023 Class B $0.0000
300,000 4 September 2023 Class C $0.0000
Other
D Fullarton 1,500,000 1 August 2023 Class B $0.0000
1,500,000 4 September 2023 Class C $0.0000
M Crowe 1,466,667 1 August 2023 Class B $0.0000
1,466,666 4 September 2023 Class C $0.0000
11,066,667
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Dreadnought Resources Ltd

Directors’ Report continued

D. Key management personnel interests in options, performance rights and shares

Options

The number of options held by key management personnel of the Group during the financial year is as follows:

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Granted as
Balance at remuneration Net Total
beginning of during the Options change Balance at Total vested exercisable
Name year year exercised other year end 30/06/24 30/06/24
Directors
- - - - - - -
P Chapman
D Tuck 36,500,000 - (31,500,000) - 5,000,000 5,000,000 5,000,000
P Crutchfield [1] 853,098 - - - 853,098 853,098 853,098
R Gee [2] 1,223,151 - - - 1,223,151 1,223,151 1,223,151
Other
D Fullarton [3] 2,000,000 - - - 2,000,000 2,000,000 2,000,000
M Crowe [4] - - - 4,600,000 [5] 4,600,000 4,600,000 4,600,000
40,576,249 - (31,500,000) 4,600,000 13,676,249 13,676,249 13,676,249
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Performance rights

The number of performance rights held by key management personnel of the Group during the financial year is as follows:

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Granted as
Balance at remuneration Performance Total
beginning of during the rights Net change Balance at Total vested exercisable
Name year year exercised other year end 30/06/24 30/06/24
Directors
P Chapman 600,000 - (600,000) - - - -
D Tuck 3,333,334 3,600,000 (3,333,334) - 3,600,000 - -
P Crutchfield [1] 600,000 - (600,000) - - - -
R Gee [2] 600,000 - (600,000) - - - -
Other
D Fullarton [5] 3,000,000 2,000,000 (3,000,000) - 2,000,000 - -
M Crowe [4] - 2,000,000 (2,933,333) 2,933,333 [5] 2,000,000 - -
8,133,334 10,600,000 (11,066,667) 2,933,333 10,600,000 - -
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Shareholdings

The number of ordinary shares held by key management personnel of the Group during the financial year is as follows:

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Issued on exercise
Participation in of options /
Balance at Placement during performance rights Other changes Balance at end
Name beginning of year the year during the year during the year of year
Directors
P Chapman 317,338,084 851,064 600,000 6,250,000 [6] 325,039,148
D Tuck 24,376,983 - 34,833,334 (20,000,000) [6] 39,210,317
P Crutchfield [1] 93,679,001 21,276,596 600,000 7,187,500 [6] 122,743,097
R Gee [2] - - 600,000 - 600,000
Other
D Fullarton [3] - 425,532 3,000,000 - 3,425,532
M Crowe [4] - - 2,933,333 6,605,523 [5] 9,538,856
435,394,068 22,553,192 42,566,667 43,023 500,556,950
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1Appointed 13 September 2022.

2Appointed 2 March 2023.

3Appointed 14 June 2023.

4Appointed 1 July 2023.

5Represents interest held prior to appointment as a KMP.

6Relates to off-market transfers.

Annual Report 2024

Directors’ Report continued

E. Use of Remuneration Consultants

The Board seeks external remuneration advice as required.

F. Relationship between remuneration and Company performance

Earnings and total shareholder returns

Remuneration for certain individuals is directly linked to the performance of the Group which is determined by exploration and evaluation outcomes. However, as required by regulation, details of the earnings, share price and total shareholders return for the last five years are as follows:

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2024 2023 2022 2021 2020
$ $ $ $ $
Operating revenue 242,788 338,777 91,927 149,198 72,163
Net loss 6,319,382 5,521,985 1,740,126 1,435,981 1,215,539
Share price at year end 0.0200 0.0520 0.0470 0.0240 0.0060
Annual VWAP 0.0358 0.0915 0.0424 0.0184 0.066
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Market capitalisation at year end

Market capitalisation as at 30 June 2024 was $70,261,459.

G. Other transactions with key management personnel and their related parties

There were no transactions with key management personnel and their related parties recognised during the year (excluding reimbursement of expenses incurred on behalf of the Company) relating to directors and their director related entities. (2023: Nil)

No amounts were owing to related parties as at 30 June 2024 (2023: Nil)

H. Key Management Personnel Loans

There were no loans issued during the financial year (2023: Nil).

Remuneration report ends.

AUDITOR’S INDEPENDENCE DECLARATION

A copy of the Auditor's Independence Declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors' Report.

The Directors’ Report, incorporating the Remuneration Report, is signed in accordance with the resolution of the Board of Directors.

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Dean Tuck Managing Director

Dated 3 September 2024

Dreadnought Resources Ltd

Auditor’s Independence Declaration

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AUDITOR’S INDEPENDENCE DECLARATION

TO THE DIRECTORS OF DREADNOUGHT RESOURCES LIMITED

In relation to our audit of the financial report of Dreadnought Resources Limited for the year ended 30 June 2024, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

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PKF PERTH

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SHANE CROSS PARTNER

3 SEPTEMBER 2024

WEST PERTH,

WESTERN AUSTRALIA

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Annual Report 2024

Consolidated Statement of Profit or Loss and other Comprehensive Income for the year ended 30 June 2024

		Consolidated	Consolidated
		30 June 2024	30 June 2023
	Note	$	$
Other income	2	242,788	338,777
Administration expenses	3	(1,278,587)	(2,025,575)
Finance expense	3	(15,323)	(18,213)
Exploration expenditure		(47,681)	(329,511)
Legal fees		(145,430)	(176,339)
Loss on disposal of assets		(13,177)	-
Depreciation and amortisation expense	3	(159,750)	(132,811)
Impairment of exploration expenditure	10	(2,224,757)	(342,431)
Director and employee benefits expense	3	(2,677,465)	(2,835,882)
Loss from continuing operations before income tax		(6,319,382)	(5,521,985)
Income tax benefit	4	-	-
Loss from continuing operations before income tax		(6,319,382)	(5,521,985)
Other comprehensive loss, net of income tax		-	-
Total comprehensive loss for the year		(6,319,382)	(5,521,985)
Loss per share for loss attributable to the ordinary equity holders of the Company
	Note	Cents	Cents
Basic loss per share (cents)	17	(0.18)	(0.18)
Diluted loss per share (cents)	17	(0.18)	(0.18)

The above consolidated statement of profit or loss and comprehensive income should be read in conjunction with the accompanying notes.

Dreadnought Resources Ltd

Consolidated Statement of Financial Position

as at 30 June 2024

Note ASSETS Current Assets Cash and cash equivalents 5 Trade and other receivables 6 Other assets 7 Financial assets 8 Total Current Assets Non-Current Assets Property, plant, and equipment 9 Right-of-use-assets 9 Exploration assets 10 Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Trade and other payables 12 Provisions Lease liability 13 Total Current Liabilities Non-Current Liabilities Lease liability 13 Total Non-Current Liabilities Total Liabilities Net Assets EQUITY Issued capital 14 Reserves 15 Accumulated losses 16 Total Equity	Consolidated 30 June 2024 30 June 2023 $ $	Consolidated 30 June 2024 30 June 2023 $ $
	1,448,571 115,125 433,268 11,725 2,008,689 303,519 123,055 50,964,784 51,391,358 53,400,047 1,049,788 169,346 39,217 1,258,351 104,167 104,167 1,362,518 52,037,529 105,387,633 1,165,100 (54,515,204) 52,037,529	5,664,368 348,328 446,801 6,011,725
		12,471,222
		450,526 160,919 42,278,019
		42,889,464
		55,360,686
		4,197,297 144,397 34,192
		4,375,886
		143,384
		143,384
		4,519,270
		50,841,416
		97,104,008 1,933,230 (48,195,822) 50,841,416

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

Annual Report 2024

Consolidated Statement of Changes in Equity

for the year ended 30 June 2024

Issued Capital $	Accumulated Losses $	Share Based Payments Reserve $	Total Equity $
60,954,153 - - - 34,523,693 - - 702,829 923,333 97,104,008 97,104,008 - - - 5,418,672 - - 342,017 2,522,936 105,387,633	(42,673,837) (5,521,985) - (5,521,985) - - - - - (48,195,822) (48,195,822) (6,319,382) - (6,319,382) - - - - - (54,515,204)	770,418 - - - - 617,418 1,823,056 (354,329) (923,333) 1,933,230 1,933,230 - - - - 173,374 1,765,949 (184,517) (2,522,936) 1,165,100	19,050,734
			(5,521,985) -
			(5,521,985)
			34,523,693 617,418 1,823,056 348,500 -
			50,841,416
			50,841,416 (6,319,382) -
			(6,319,382)
			5,418,672 173,374 1,765,949 157,500 - 52,037,529

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

Dreadnought Resources Ltd

Consolidated Statement of Cash Flows

for the year ended 30 June 2024

Note CASH FLOWS FROM OPERATING ACTIVITIES: Payments to suppliers and employees Interest received Receipts from JV Partner Government grants Other income Net cash (used in) operating activities 18 CASH FLOWS FROM INVESTING ACTIVITIES: Funds invested in term deposits 8 Funds released from term deposits Payments for exploration and exploration activities Payments for acquisition of tenements Government grants received Fuel tax credits Receipt from JV partner Payment for property, plant, and equipment Proceeds from disposal of equipment Payments for acquisition of subsidiary Proceeds from sale of financial assets Net cash (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issue of shares Proceeds from the exercise of options Share issue costs Payment of lease liability Net cash provided by financing activities Net (decrease)/increase in cash and cash equivalents held Cash and cash equivalents at beginning of year Cash and cash equivalents at end of financial year	Consolidated 30 June 2024 30 June 2023 $ $	Consolidated 30 June 2024 30 June 2023 $ $
	(2,333,830) 134,181 - - 108,607 (2,091,042) - 6,000,000 (17,106,846) (176,157) 2,679,472 179,206 846,271 (25,330) 37,273 - - (7,566,111) 5,628,000 157,500 (294,630) (49,514) 5,441,356 (4,215,797) 5,664,368 1,448,571	(2,319,987) 59,197 375,000 144,000 -
		(1,741,790)
		(6,011,725) - (18,419,893) (2,457,595) - - - (253,976) - (150,000) 183,039
		(27,110,150)
		33,750,000 348,500 (2,036,207) (47,956)
		32,014,337
		3,162,397 2,501,971 5,664,368

The above consolidated statement of cash flows

should be read in conjunction with the accompanying notes.

Annual Report 2024

Notes to the Consolidated Financial Statements for the year ended 30 June 2024

1. SUMMARY OF MATERIAL ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of these consolidated Financial Statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. The Financial Statements are for the consolidated entity consisting of Dreadnought Resources Limited and its subsidiaries.

(a) Basis of Preparation

These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards and interpretations issued by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. Dreadnought Resources Ltd is a for profit entity for the purpose of preparing the financial statements.

(i) Compliance with IFRS These consolidated financial statements also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

(ii) Historical cost convention These financial statements have been prepared on an accrual basis, under the historical cost convention, as modified by the revaluation of financial assets through other comprehensive income.
(iii) Critical accounting estimates
The directors evaluate estimates and judgments 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. Refer to note 1(m) for further details.
(iv) Comparative amounts
Comparatives are consistent with prior years, unless otherwise stated. Where a change in comparatives has also affected the opening retained earnings previously presented in a comparative period, an opening statement of financial position at the earliest date of the comparative period has been presented.
(v) Consolidation
The Group financial statements consolidate those of the Parent and all its subsidiaries. The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and can affect those returns through its power over the subsidiary. All subsidiaries have a reporting date of 30 June. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies.
(vii) Joint control
Whilst there are agreements in place with other parties there is no joint control over decisions about relevant activities required to progress these projects. The Group does have an 80% interest in a tenement which form part of its Tarraji-Yampi project however it the Group’s view that it controls this project through its 80% interest.
(vii) Authorisation

The financial report was authorised for issue on 3 September 2024 by the Board of Directors.

(b) Going concern

The financial statements have been prepared on a going concern basis which assumes the Group will have sufficient funds to pay its debts, as and when they become payable, for a period of at least 12 months from the date the financial report is authorised for issue.

As at 30 June 2024, the Group had net assets of $52,037,529 (2023: $50,841,416) and a working capital surplus of $750,338 (2023: $8,095,336). In addition, Group had cash of $1,448,571 and trade and other payables of $1,049,788 and a lease liability of $39,217. During the financial year, the Group had cash outflows from operating activities of $2,091,042 (2023: $1,741,790) and cash outflows from investing activities (including payments for exploration) of $7,566,111 (2023: $27,110,150). The Group has no means of generating cash from operating activities and the Group is dependent upon successfully raising additional funds to continue its operation.

In August 2024, the Company completed a placement at a placement at $0.018 per share to institutional and sophisticated investors raising $3,500,000 (before costs). In addition, the directors contributed a further $210,000 to the placement, which is subject to shareholders approval at the annual general meeting scheduled for 28 November 2024.

The Group’s cash flow forecast out to 30 September 2025 indicates that the Group will have sufficient cash flows to meet all commitments and working capital requirements for the 12-month period from the date of signing this financial report. To address the future funding requirements of the Group, the directors have:

developed a business plan that provides encouragement for investors to invest;
continued their focus on maintaining an appropriate level of corporate overheads and projects spending in line with the Group’s available cash; and
developed a strategy to transform into a self-funded explorer by outsourcing the funding, development, haulage & processing of a potential high-grade open pit at the Star of Mangaroon.

Based on the cash flow forecasts, the directors are satisfied that the going concern basis of preparation is appropriate.

Dreadnought Resources Ltd

Notes to the Consolidated Financial Statements

continued

1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

(c) Other income

Interest is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

(d) Impairment of non-financial assets

The Group’s exploration assets are subject to the requirements of AASB 6 Exploration assets are tested for impairment to the requirements of AASB 6 Exploration and Evaluation, the Group’s other non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

(e) Share-based payments

Equity-settled compensation benefits are provided to employees and non-employees.

The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a Black Scholes pricing model which incorporates all market vesting conditions. The fair value of performance rights with non-market vesting conditions are valued at the closing share price of the Company on the grant date. The fair value of performance rights with market vesting conditions are estimated at fair value using a relevant Valuation Model which considers the grant date, the exercise price the expected life of the instrument, the current share price of the underlying share, the expected volatility, expected dividends and the risk-free interest rate for the expected life of the instrument.

The amount to be expensed is determined by reference to the fair value of the instruments granted. This expense takes in account any market performance conditions and the impact of any non-vesting conditions but ignores the effect of any service and non-market performance vesting conditions. Non-market vesting conditions are considered when considering the number of instruments expected to vest. At the end of each reporting period, the Group revises its estimate of the number of instruments which are expected to vest based on the non-market vesting conditions. Revisions to the prior period estimate are recognised in profit or loss and equity.

(f) Income tax

The tax expense recognised in the profit or loss and other comprehensive income relates to current income tax expense plus deferred tax expense (being the movement in deferred tax assets and liabilities and unused tax losses during the year).

Dreadnought Resources Limited and its wholly owned Australian subsidiaries have formed an income tax consolidated group under tax consolidation legislation. Each entity in the Group recognises its own current and deferred tax assets and liabilities. Such taxes are measured using the ‘stand-alone taxpayer’ approach to allocation.

Current tax liabilities (assets) and deferred tax assets arising from unused tax losses and tax credits in the subsidiaries are immediately transferred to the head entity.

The tax consolidated group has entered a tax funding arrangement whereby each company in the Group contributes to the income tax payable by the Group in proportion to their contribution to the Group’s taxable income. Differences between the amounts of net tax assets and liabilities derecognised and the net amounts recognised pursuant to the funding arrangement are recognised as either a contribution by, or distribution to the head entity.

(g) Loss per share

The Group presents basic and diluted loss per share information for its ordinary shares.

Basic loss per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share adjusts the basic earnings per share to consider the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

Annual Report 2024

Notes to the Consolidated Financial Statements continued

1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

(h) Cash and cash equivalents

For presentation in the consolidated statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments with original maturities of twelve months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(i) Property, plant and equipment

Assets are carried at its cost less any accumulated depreciation and any impairment losses. Costs include purchase price, other directly attributable costs, and the initial estimate of the costs of dismantling and restoring the asset, where applicable.

Plant and equipment are measured on a cost basis. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not exceeding the recoverable amount. The recoverable amount is assessed based on the expected net cash flows that will be received from the assets’ employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

Subsequent costs are included in the assets’ carrying amounts or recognised as separate assets as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost can be measured reliably. All other repairs and maintenance are charged to the statement of profit or loss and other comprehensive income during the financial year in which they are incurred.

Depreciation

The depreciable amount of all property, plant, and equipment, except for freehold land is depreciated on a reducing balance method from the date that management determine that the asset is available for use. The depreciation rates used for each class of depreciable assets vary from 20% to 40%. Where the asset qualifies for the ATO instant write-off deduction, it is written off in the statement of profit or loss and other comprehensive income.

(j) Exploration and development expenditure

Exploration, evaluation, and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. As the asset is not available for use it is not depreciated or amortised. Accumulated costs in relation to an abandoned area are impaired in full against profit or loss in the period in which the decision to abandon that area is made. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

(k) Employee benefits

Short-term employee benefits

Short-term employee benefits are benefits, other than termination benefits, that are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service. Examples of such benefits include wages and salaries and non-monetary benefits. Short-term employee benefits are measured at the undiscounted amounts expected to be paid when the liabilities are settled.

Other long-term employee benefits

The Group does not currently have any long service leave liabilities.

The Group presents employee benefit obligations as current liabilities in the statement of financial position if the Group does not have an unconditional right to defer settlement for at least twelve (12) months after the reporting period, irrespective of when the actual settlement is expected to take place.

(l) Leases

At inception of a contract, the Group, as lessee, assesses if the contract contains a lease or is a lease. If there is a lease present, a right-of-use asset and a corresponding lease liability are recognised by the Group where the Group is a lessee. However, all contracts that are classified as short-term leases (i.e. a lease with a remaining lease term of 12 months or less) and leases of low-value assets are recognised as an operating expense on a straight-line basis over the term of the lease.

Initially the lease liability is measured at the present value of the lease payments still to be paid at the commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses the incremental borrowing rate.

Dreadnought Resources Ltd

Notes to the Consolidated Financial Statements

continued

1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

(l) Leases (continued)

Lease payments included in the measurement of the lease liability are as follows:

fixed lease payments less any lease incentives
variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date
the amount expected to be payable by the lessee under residual value guarantees
the exercise price of purchase options if the lessee is reasonably certain to exercise the options
lease payments under extension options if the lessee is reasonably certain to exercise the options
payments of penalties for terminating the lease if the lease term reflects the exercise of an option to terminate the lease

The right-of-use assets comprise the initial measurement of the corresponding lease liability, any lease payments made at or before the commencement date and any initial direct costs. The subsequent measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the shortest. Where a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group anticipates exercising a purchase option, the specific asset is depreciated over the useful life of the underlying asset.

(m) Key accounting estimates and judgments

The preparation of the consolidated financial statements requires management to make estimates and judgments. These estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

(i) Estimated impairment

The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets as noted in note 1(d). Where an impairment trigger exists, the recoverable amount of the asset is determined.

(ii) Exploration and evaluation

The Group policy for exploration and evaluation is discussed in note 1 (j). The application of this policy requires management to make certain assumptions as to future events and circumstances. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised exploration and evaluation expenditure, management concludes that the capitalised expenditure is unlikely to be recovered by future sale or exploration, then the relevant capitalised amount will be written off through the statement of profit or loss.

(iii) AASB 2 – Fair value of tenements acquired

The Group has determined that, due to the nature of the asset acquired, it cannot obtain a reliable estimate of the fair value of the tenements, and therefore has measured the value of the tenements acquired indirectly by reference to the fair value of the shares issued and the cash paid by the company.

(iv) AASB 137 – Provisions, contingent liabilities and contingent assets

Judgement is required to determine the applicable accounting standard that applies to the gross royalty arrangements entered into by the Group as consideration for tenement acquisitions. The Directors have determined that AASB 137 Provisions, Contingent Liabilities and Contingent Assets applies as it is impracticable to determine if the tenements will ever go into production. As at year end, the gross royalty arrangements are disclosed as contingent liabilities because it is not possible to determine whether an outflow is probable and to reliably estimate the amount payable.

Annual Report 2024

Notes to the Consolidated Financial Statements continued

1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

(m) Key accounting estimates and judgements (continued)

(v) Estimation of tax losses carried forward

Potential future income tax benefits attributable to gross tax losses of $75,005,533 (2023: $67,603,578) carried forward have not been brought to account at 30 June 2024 because the directors do not believe it is appropriate to regard realisation of the future tax benefit as probable.

These benefits will only be obtained if:

a. the Group derives future assessable income of a nature and of an amount sufficient to enable the benefit from the losses and deductions to be released;
b. the Group continues to comply with the conditions for deductibility imposed by the law; and
c. no changes in tax legislation adversely affect the Group in realising the benefit from the deductions for the losses.

Tax losses carried forward have no expiry date.

(vi) Share based payment transactions

The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted.

The fair value of options is determined based on the underlying share price or by using the Black & Scholes model considering the terms and conditions upon which the instruments were granted.

The fair value of performance rights with non-market vesting conditions are valued at the closing share price of the Company on the grant date. The fair value of performance rights with market vesting conditions are estimated at fair value using a relevant Valuation Model which considers the grant date, the exercise price the expected life of the instrument, the current share price of the underlying share, the expected volatility, expected dividends and the risk-free interest rate for the expected life of the instrument.

The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

(n) Adoption of new and revised accounting standards and interpretations

In the year ended 30 June 2024, the directors have reviewed all the new and revised Standards and Interpretations issued by the AASB that are relevant to the Group and effective for the current reporting periods beginning on or after 1 July 2024. As a result of this review, the directors have determined that there is no material impact of the new and revised Standards and Interpretations on the Group and, therefore, no material change is necessary to the Group’s accounting policies.

(o) New accounting standards and interpretations that are not yet mandatory

The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

IFRS 18 Presentation and Disclosure in Financial Statements Amendments includes requirements for all entities applying IFRS for presentation and disclosure of information in financial statements. It is applicable to annual reporting periods beginning on or after 1 January 2027.

The Group is currently assessing the impact of new accounting standards and amendments. The Group does not believe that the IFRS 18 will require any significant additional disclosures about the Group’s assets, liabilities, equity, income, or expenses that is useful to users of financial statements in assessing the prospects for future net cash inflows to the Group and in assessing managements’ stewardship of the Group’s economic resources.

Dreadnought Resources Ltd

Notes to the Consolidated Financial Statements

continued

2. OTHER INCOME

Receipts from JV Fuel rebate Interest received Other EXPENSES Administration expenses Compliance and regulatory Computer expenses Consulting fees – corporate, accounting and secretarial services Consulting fees – tenement related Insurance Seminar/conference Share registry Travel and accommodation Marketing / investor relations Other Director and employee benefit expenses Non-executive directors’ fees Salaries and wages Share-based payment (a) (Note 15 and 25) - Directors - Employees Superannuation Other employee benefit Salaries and wages recharged to exploration assets during the year (a) Share-based payments Options Performance rights Finance expense Interest on lease liability Depreciation expense Depreciation of property, plant, and equipment Amortisation of right-of-use assets	Consolidated 30 June 2024 30 June 2023 $ $	Consolidated 30 June 2024 30 June 2023 $ $
	- 150,000 - 95,966 134,181 59,197 108,607 33,614 242,788 338,777 Consolidated 30 June 2024 30 June 2023 $ $
	251,843 108,339 228,202 - 140,097 - 55,455 65,649 268,313 160,689 1,278,587 227,550 296,456 353,535 1,501,090 266,384 32,450 2,677,465 2,197,152 88,676 1,765,949 1,854,625 15,323 15,323 121,887 37,863 159,750	508,917 69,815 309,531 53,465 107,738 105,231 69,370 143,078 252,952 405,478
		2,025,575
		155,462 - 625,565 1,814,909 203,595 36,351
		2,835,882

		1,831,710
		617,418 1,823,057
		2,440,475
		18,213
		18,213
		94,948 37,863 132,811

3. EXPENSES

Annual Report 2024

Notes to the Consolidated Financial Statements

continued

4. INCOME TAX EXPENSE

Income tax expense/(benefit) Current tax Deferred tax Income tax expense/(benefit) Reconciliation of income tax to accounting loss: Prima facie loss from ordinary activities Tax at the Australian tax rate of Prima facie tax expenses/(income) on ordinary activities Add: Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Other non-allowable items Share-based payments Research and development grant offset Adjustments recognised in the current year in relation to the current tax of previous years Tax effect of tax losses not brought to account as they do not meet the recognition criteria Deferred income tax Deferred income tax at 30 June relates to the following: Deferred tax liabilities Prepayments Property, plant and equipment Exploration assets Right-of-use-assets Deferred tax assets Accruals Leases Provision for employee entitlements Section 40-880 expenditure Revenue tax losses Capital losses Deferred tax assets not brought to account as realisation is not probable Deferred tax assets	Consolidated 30 June 2024 30 June 2023 $ $	Consolidated 30 June 2024 30 June 2023 $ $
	- - - - (6,319,382) 25% (1,579,846) 2,924 463,656 (559,194) 2,224,804 (552,344) - (108,317) (75,880) (11,549,696) (30,764) 4,750 35,846 44,212 462,080 18,751,383 383,363 (7,916,977) -	- - -
		-
		(5,521,985) 25%
		(1,380,496) 4,231 610,119 - 27,001 739,145
		-
		(111,700) (112,632) (9,287,997) (40,230) 4,313 44,394 38,388 555,696 16,900,895 383,363 (8,374,490) -

Dreadnought Resources Ltd

Notes to the Consolidated Financial Statements continued

4. INCOME TAX EXPENSE (CONTINUED)

A deferred tax liability of $Nil (2023: $Nil) was recognised in equity during the financial year.

A deferred tax asset (DTA) has not been recognised in respect of temporary differences as they do not meet the recognition criteria per AASB 112 Income Taxes . A DTA has not been recognised in respect of tax losses as realisation of the benefit is not regarded as probable.

The Group is part of a tax consolidated group in accordance with the tax consolidation legislation. The Group has unrecognised assessed gross tax losses of $75,005,533 (2023: $ 67,603,578) that are available indefinitely for offset against future taxable profits of the Group subject to satisfaction of the relevant tax losses recoupment tests.

The tax rates applicable to each potential tax benefit are as follows:

Timing differences – 25%;
Tax losses – 25%.

The Group has JMEI credits available from the Australian Taxation Office of $1,488,500 in respect of the year ending 30 June 2025 (2024: $1,357,500). The JMEI entitles Australian resident investors in eligible minerals exploration companies to obtain either a refundable tax offset or (where the Eligible Investor is a corporate tax entity) franking credits.

5. CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS
Cash at bank and in hand Total cash and cash equivalents	Consolidated 30 June 2024 30 June 2023 $ $
	1,448,571 1,448,571	5,664,368 5,664,368

6. TRADE AND OTHER RECEIVABLES

Current: GST receivable Other receivables Total current trade and other receivables	Consolidated 30 June 2024 30 June 2023 $ $	Consolidated 30 June 2024 30 June 2023 $ $
	96,927 18,198 115,125	348,265 63 348,328

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable in the financial statements. As at 30 June 2024 there were no material trade and other receivables that were considered to be past due or impaired (2023: Nil) and therefore there no expected loss credit provision required.

7. OTHER CURRENT ASSETS

OTHER CURRENT ASSETS
Prepayments Total other assets	Consolidated 30 June 2024 30 June 2023 $ $
	433,268 433,268	446,801 446,801

Annual Report 2024

Notes to the Consolidated Financial Statements

continued

8. FINANCIAL ASSETS

Investment in term deposits: Funds held in term deposits held with financial institutions Investment in listed entity: Fair value at beginning of the year Disposal Change in fair value Fair value at end of the year	Consolidated 30 June 2024 30 June 2023 $ $	Consolidated 30 June 2024 30 June 2023 $ $
	11,725 - - - - 11,725	6,011,725
		150,000 (183,255) 33,255
		- 6,011,725

500,000 Lycaon shares, received as part consideration in the divestment of the Rocky Dam projects (June 2021), were reflected at fair value of $150,000 (June 2022), and disposed of for a net consideration of $183,255 during the year ended 30 June 2023.

9. FIXED ASSETS

FIXED ASSETS
Property, plant and equipment: Leasehold improvements – at cost Less: Accumulated depreciation Equipment – at cost Less: Accumulated depreciation Motor vehicles – at cost Less: Accumulated depreciation Right-of-use assets: Right of use assets – at cost (see Note 13) Less: Accumulated amortisation Total fixed assets	Consolidated 30 June 2024 30 June 2023 $ $
	170,635 (62,531) 108,104 132,301 (62,678) 69,623 241,264 (115,472) 125,792 303,519 227,179 (104,124) 123,055 426,574	155,505 (31,963)
		123,542
		122,101 (24,128)
		97,973
		301,585 (72,574)
		229,011
		450,526
		227,179 (66,260)
		160,919 611,445

Reconciliations

Reconciliations of the written down values at the beginning and end of the current financial year are set out below:

Balance at 1 July 2023 Additions Disposals Depreciation expense Amortisation of right of use asset Balance at 30 June 2024	Leasehold Improvements $	Equipment $	Motor vehicles $	Right of use assets $	Total $
	123,542 15,130 - (30,568) - 108,104	97,973 10,200 - (38,550) - 69,623	229,010 - (50,449) (52,7689) - 125,792	160,919 - - - (37,864) 123,055	611,445 25,330 (50,449) (121,887) (37,864) 426,574

Dreadnought Resources Ltd

Notes to the Consolidated Financial Statements

continued

10. EXPLORATION AND EVALUATION ASSETS

Exploration and evaluation expenditure Capitalised exploration and evaluation expenditure Balance at the beginning of the period Expenditure incurred Acquisitions (i), (ii), (iii), (iv), (v), (vi), (vii) Acquired through Odette Seven Pty Ltd (vii) Impairment (ix) JV Contribution Fuel tax credits Government grant received (x) R&D tax incentive Balance at the end of the period	30 June 2024	30 June 2023	30 June 2023
	$	$

	50,964,784	42,278,019
	42,278,019 14,270,314 346,157 - (2,224,757) (846,271) (179,206) (442,695) (2,236,777) 50,964,784	17,196,520 20,130,695 4,922,495 514,740 (342,431) - - (144,000) - 42,278,019

The 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. Refer to Note 11. for operating segments.

Acquisitions

(i) 2024: The Group acquired 100% interest in mining tenement M09/091 from unrelated vendors for $120,000 in cash and 2,500,000 fully paid ordinary shares in the Company issued at a fair value price of $0.046 per share on 18 August 2023 equating to $115,000. ($60,000 of the cash fee was paid in 2023 refer (vii) below).
(ii) 2024: The Group acquired 100% interest in in exploration tenement E52/3412 and E52/3462 from unrelated vendors for $100,000 in cash and 2,500,000 fully paid ordinary shares in the Company issued at a fair value price of $0.022 per share on 13 February 2024 equating to $55,000.
(iii) 2023: The Group exercised its option to acquire 100% ownership of E29/965 and E30/485 within the Central Yilgarn and paid $1,000,000 to an unrelated party to settle the transaction.
(iv) 2023: The Group acquired 100% interest in tenements E16/495, E30/493, E30/494, E77/2403, E77/2416, E77/2432 and E77/2634 from Arrow Minerals Limited (ASX:AMD) for $600,000 in cash and 2,350,000 fully paid ordinary shares in the Company issued at a fair value price of $0.046 per share on 1 August 2022 equating to $108,100.
(v) 2023: The Group acquired 100% interest in tenements E52/4082, E52/4083, E08/3495 and E08/3496 from an unrelated vendor for $150,000 in cash and 2,778,000 fully paid ordinary shares in the Company issued at a fair value price of $0.100 per share on 31 October 2022, equating to $277,800.
(vi) 2023: The Group acquired 100% interest in M09/174 E09/2290, M09/146, M09/147 and M09/175 from unrelated vendors for $375,000 in cash and 21,000,000 fully paid ordinary shares in the Company issued at a fair value price of $0.099 on 10 November 2022 equating to $2,079,000.
(vii) The balance of the acquisition cost relates to stamp duty, option fees and tenement rent application fee refunds on the above-mentioned transactions of $16,157 (2023: $332,595 including $60,000 option fee on (i) above).
(viii) 2023: The Company acquired the rights to tenements E08/3356, E52/3936 and E52/3937 through acquiring 100% of the ordinary shares of Odette Seven Pty Ltd. The transaction did not meet the definition of a business combination under AASB 3 Business Combinations and was therefore accounted for as an asset acquisition. The total consideration was 3,000,000 fully paid and issued shares of the Company, at a fair value price of $0.115 per share on 31 October 2022, for a total amount of $345,000. The Company took on trade payables of $19,740 and settled the amount due to the previous shareholder amounting to $150,000 after settlement date.

Impairment

(ix) The impairment of the exploration assets relates to the surrender of tenements during the year.

Grants

(x) Government assistance is recognised when it is received or when the right to receive payment is established.

Royalties

(xi) As none of the tenements have reached a stage of production all royalties associated with them have been disclosed as a contingent liability within in Note 28.

Annual Report 2024

Notes to the Consolidated Financial Statements

continued

11. OPERATING SEGMENTS

The directors have considered the requirements of AASB 8 – Operating Segments and the internal reports that are reviewed by the chief operating decision maker (the Board) in allocating resources and have identified segments for the broader project areas under which exploration and evaluation activities have been conducted. (Refer to Note 10 for further information on Exploration and evaluation assets.) Other non-current assets are utilised across all segments and are thus not allocated to individual segments, and non-current liabilities relate to the lease for the business premises which has not been allocated to any operating segments.

	Mangaroon	Mangaroon	Mangaroon	Mangaroon	Central
	(REE)	(Other)	(Total)		Yilgarn	Bresnahan	Kimberley	Total
	$	$	$		$	$	$	$
Balance at 1 July 2022	-	-	2,317,582		7,368,409	-	7,510,529	17,196,520
Expenditure incurred	-	-	17,100,194		942,598	242,970	1,844,933	20,130,695
Acquisitions	-	-	3,000,476		1,920,568	520,940	(4,749)	5,437,235
Government grants	-	-	(144,000)		-	-	-	(144,000)
Impairment	-	-	(141,427)		-	(58,207)	(142,797)	(342,431)
Balance at 30 June 2023	-	-	22,132,825		10,231,575	705,703	9,207,916	42,278,019
						Segments	Unallocated	Total
						$	$	$
Reconciliation
Total Non-current Assets						42,278,019	611,445	42,889,464
Total Non-current Liabilities						-	(143,384)	(143,384)
Net loss						(342,431)	(5,179,554)	(5,521,985)
	Mangaroon	Mangaroon	Mangaroon		Central
	(REE)	(Other)	(Total)		Yilgarn	Bresnahan	Kimberley	Total
	$	$	$		$	$	$	$
Balance at 1 July 2023	-	-	22,132,825		10,231,575	705,703	9,207,916	42,278,019
Segment apportionment1	16,473,792	5,209,043	(22,132,825)		(13,107)	463,128	(31)	-
Expenditure incurred	5,879,547	3,119,971		-	1,849,262	628,257	2,793,277	14,270,314
Acquisitions	608	175,911		-	190	169,558	(110)	346,157
JV Contributions	-	(846,271)		-	-	-	-	(846,271)
Fuel tax credits	(139,417)	(34,427)		-	(3,214)	(929)	(1,219)	(179,206)
Government grants	(142,197)	-		-	(240,320)	-	(60,178)	(442,695)
R&D tax incentive	(2,112,598)	-		-	-	-	(124,179)	(2,236,777)
Impairment2	(17,339)	(15,206)		-	(576,632)	(495,992)	(1,119,588)	(2,224,757)
Balance at 30 June 2024	19,942,396	7,609,021		-	11,247,754	1,469,725	10,695,888	50,964,784
						Segments	Unallocated	Total
						$	$	$
Reconciliation
Total Non-current Assets						50,964,784	426,574	51,391,358
Total Non-current Liabilities						-	(104,167)	(104,167)
Net loss						(2,224,757)	(4,094,625)	(6,319,382)

1 During the current period Mangaroon has been subdivided to distinguish exploration activities in respect of rare earths from other commodities, as well as apportioning expenditure for tenements which fell within the broader Bresnahan Project area. The opening balances have accordingly been re-apportioned.

2 Impairment was recognised for any expenditure on tenements that had been surrendered or that were planned to be surrendered.

Dreadnought Resources Ltd

Notes to the Consolidated Financial Statements

continued

12. TRADE AND OTHER PAYABLES

Trade payables Accrued expenses Accrued expenses - JV partner commitments PAYG and wages payable Superannuation payable Total trade and other payables	Consolidated 30 June 2024 30 June 2023 $ $ 906,591 3,483,847 75,776 423,143 - 225,000 67,421 56,154 - 9,153 1,049,788 4,197,297	Consolidated 30 June 2024 30 June 2023 $ $ 906,591 3,483,847 75,776 423,143 - 225,000 67,421 56,154 - 9,153 1,049,788 4,197,297
		3,483,847 423,143 225,000 56,154 9,153 4,197,297

All amounts are short term and the carrying values are a reasonable approximation of fair value.

13. LEASE LIABILITY

Office space lease: Current portion Non-current portion Total lease liability	Consolidated 30 June 2024 30 June 2023 $ $	Consolidated 30 June 2024 30 June 2023 $ $
	39,217 104,167 143,384	34,192 143,384 177,576

The lease liability relates to the Company’s office space in Unit 1, 4 Burgay Court, Osborne Park, WA 6017 for an initial period of 3 years. The Company has exercised the option to extend the lease for another 3 years.

14. ISSUED CAPITAL

(a) Ordinary shares

Ordinary shares fully paid Date At 1 July 2023 01/08/2023 Issue of shares – Class B Performance Rights exercised 18/08/2023 Issue of shares – tenement acquisition 09/10/2023 Placement 30/10/2023 Share purchase plan 04/09/2023 Issue of shares – Class C Performance Rights exercised 22/12/2023 Director participation - placement 13/02/2024 Issue of shares – tenement acquisition 09/04/2024 Options exercised 09/04/2024 Exercise of options – transfer from reserve Less: Transaction costs At 30 June 2024	30 June 2024 $	30 June 2023 $
	105,387,633 No.	97,104,008 $
	3,327,728,220 14,550,001 2,500,000 84,255,319 13,361,764 14,549,996 22,127,660 2,500,000 31,500,000 - - 3,513,072,960	97,104,008 1,261,468 115,000 3,960,000 628,000 1,261,468 1,040,000 55,000 157,500 184,517 (379,328) 105,387,633

Annual Report 2024

Notes to the Consolidated Financial Statements

continued

14. ISSUED CAPITAL (CONTINUED)

Date At 1 July 2022 01/08/2022 Issue of shares – tenement acquisition 04/08/2022 Placement 15/09/2022 Options exercised 31/10/2022 Options exercised 31/10/2022 Issue of shares – tenement acquisition 31/10/2022 Acquisition of a subsidiary 10/11/2022 Issue of shares – tenement acquisitions 16/12/2022 Director participation - placement 13/01/2023 Issue of shares – Class A Performance Rights exercised 08/02/2023 Placement 08/02/2023 Options exercised 04/04/2023 Director participation – placement 04/04/2023 Options exercised 24/05/2023 Options exercised Exercise of options – transfer from reserve Less: Transaction costs At 30 June 2023	No.	$
	2,838,683,551 2,350,000 200,000,000 1,500,000 4,400,000 2,778,000 3,000,000 21,000,000 5,833,334 10,183,335 200,000,000 4,000,000 14,000,000 5,000,000 15,000,000 - - 3,327,728,220	60,954,153 108,100 12,000,000 60,000 78,500 277,800 345,000 2,079,000 350,000 923,334 20,000,000 90,000 1,400,000 30,000 90,000 354,328 (2,036,207) 97,104,008

Capital management

Management controls the capital of the Group to maintain and generate long-term shareholder value and ensure that the Group can fund its operations and continue as a going concern. The Group is not subject to any externally imposed capital requirements. Management effectively manages the Group capital by assessing the Group financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.

(b) Options

==> picture [442 x 115] intentionally omitted <==

----- Start of picture text -----

The details of the unlisted options as at 30 June 2024 are as follows:
Number Exercise Price $ Expiry Date
12,100,000 0.0400 2 July 2024
2,000,000 0.0600 11 August 2024
2,000,000 0.0600 26 November 2024
8,500,000 0.0650 14 July 2025
6,000,000 0.0940 9 October 2025
853,098 0.1575 16 December 2025
1,223,151 0.1200 02 March 2026
2,000,000 0.0750 14 June 2026
34,676,249
----- End of picture text -----

Refer Note 15(a) for further information.

(c) Performance rights

Thedetails ofthe unlistedperformancerights as at 30 June2024are asfollows:	Thedetails ofthe unlistedperformancerights as at 30 June2024are asfollows:
Number Class Exercise Price $ Expiry Date
4,125,000 D 0.0000 31 December 2025
4,125,000 E 0.0000 31 December 2025 4,125,000 F 0.0000 31 December 2025 4,125,000 G 0.0000 31 December 2025
16,500,000

Refer Note 15(b) for further information.

Dreadnought Resources Ltd

Notes to the Consolidated Financial Statements

continued

15. SHARE-BASED PAYMENTS RESERVES

Options (a) Performance rights (b) (a) Options Reserve	Consolidated 30 June 2024 30 June 2023 $ $	Consolidated 30 June 2024 30 June 2023 $ $
	1,022,363 142,738 1,165,101	1,033,508 899,724
		1,933,232

*2024 Movements* Grant Date At 1 July 2023 Options granted – brokers1 Options granted in prior years but partly vesting during the current year Options exercised during the year2 At 30 June 2024	No.	$
	60,176,249 6,000,000 - (31,500,000) 34,676,249	1,033,508 84,696 88,676 (184,517) 1,022,363

1 On 26 September 2023, the Company granted 6,000,000 to Shaw and Partner and their nominees for their role as Lead Manager in the Company’s placement. The options were issued on 9 October 2023 and have an exercise price of $0.094 and an expiry date of 9 October 2025.

2 On 8 April 2024, 31,500,000 options were exercised @ $0.005 per share.

*2023 Movements* Grant Date At 1 July 2022 14/07/2022 Options granted – employees3 16/12/2022 Options granted – Director4 02/03/2023 Options granted – Director5 31/05/2023 Options granted – employee6 Options granted in prior years but partly vesting during the current year Options exercised during the year At 30 June 2023	No.	$
	77,500,000 8,500,000 853,098 1,223,151 2,000,000 - (29,900,000) 60,176,249	770,418 291,041 55,406 60,778 4,518 205,675 (354,328) 1,033,508

3 On 14 July 2022, the Company granted 8,500,000 options via the Equity Incentive Plan to employees who are not related parties of the Company. The options have an exercise price of $0.065 and expire on 14 July 2025. These options will vest on 12 months of continued employment.

4 On 30 November 2022, shareholders approved the grant of 853,098 options to a director as part of the director’s remuneration package. The options have an exercise price of $0.1575 and expire on 16 December 2025. There are no vesting conditions.

5 On 2 March 2023, the Company granted 1,223,151 options to a director as part of the director’s remuneration package. The options have an exercise price of $0.1200 and expire on 2 March 2026. There are no vesting conditions.

6 On 31 May 2023, the Company granted 2,000,000 options via the Equity Incentive Plan to an employee. The options have an exercise price of $0.0750 and expire on 14 June 2026. They vest after 12 months of continuous service.

Annual Report 2024

Notes to the Consolidated Financial Statements continued

15. SHARE-BASED PAYMENTS RESERVES (CONTINUED)

(b) Performance rights reserve

*2024 Movements* Grant Date At 1 July 2023 Partial vesting of rights granted in prior year 01/08/2023 Exercise of performance rights Class B granted in prior year1 04/09/2023 Exercise of performance rights Class C granted in prior year2 04/12/2023 Performance rights granted – Directors3 04/12/2023 Performance rights granted – Employees3 13/06/2024 Lapse of performance rights - Employees At 30 June 2024	No	$
	27,599,997 - (14,550,001) (14,549,996) 3,600,000 13,900,000 (1,000,000) 16,500,000	899,724 1,623,212 (1,268,468) (1,268,468) 31,136 120,253 (8,651) 142,738

1 On 1 August 2023, the vesting condition for Class B was achieved with 14,550,001 performance rights vesting. 2,566,667 fully paid ordinary shares and 11,983,334 fully paid ordinary shares were issued to the Directors and employees, respectively.
2 On 4 September 2023, the vesting condition for Class C was achieved with 14,549,996 performance rights vesting. 2,566,667 fully paid ordinary shares and 11,983,329 fully paid ordinary shares were issued to the Directors and employees, respectively.
3 On 4 December 2023, the Company issued 3,600,000 Performance Rights to the Managing Director and 13,900,000 Performance Rights to employees. These performance rights were granted via the Equity Incentive Plan and into four equal tranches subject to the following vesting conditions:
Class D: The Company’s Volume Weighted Average Market Price over a period of 20 consecutive Trading Days (20-day VWAP) being at least $0.10.
Class E: The 20-day VWAP being at least $0.15.
Class F: Completion of 12 months continued service from the date of issue of the Performance Rights.
Class G: Completion of 24 months continued service from the date of issue of the Performance Rights.
4 On 13 June 2024, 1,000,000 Performance Rights previously issued to an employee lapsed upon his departure from the Company.

*2023 Movements* Grant Date At 1 July 2022 30/11/2022 Performance rights granted – Directors5 08/12/2022 Performance rights granted – Employees5 13/01/2023 Exercise of performance rights6 30/01/2023 Performance rights granted – Employees7 02/03/2023 Performance rights granted – Director8 31/05/2023 Performance rights granted – Employees9 At 30 June 2023	No.	$
	- 6,800,000 23,750,000 (10,183,335) 3,633,332 600,000 3,000,000 27,599,997	- 411,076 1,251,445 (923,334) 132,200 13,944 14,393 899,724

5 On 30 November 2022, the Company issued 6,800,000 performance rights to directors and on 8 December 2022, the Company issued 23,750,000 performance rights to employees. These performance rights were granted via the Equity Incentive Plan and are subject to the following vesting conditions:
Class A: A Resource of at least the Inferred category of 10Mt @ > 1% TREO by 31 December 2022.
Class B: A Resource of at least the Inferred category of 20Mt @ > 1% TREO by 31 December 2023.
Class C: A Resource of at least the Inferred category of 30Mt @ > 1% TREO by 31 December 2024.
6 On 31 December 2022, the vesting condition for Class A was achieved and 10,183,335 performance rights vested. On 13 January 2023, 2,266,667 fully paid ordinary shares and 7,916,668 fully paid ordinary shares were issued to the Directors and employees, respectively.
7 On 30 January 2023, the Company granted 3,633,332 unlisted performance rights via the Equity Incentive Plan to additional eligible employees who are not related parties of the Company. These performance rights are subject to the vesting conditions of class B and Class C above.
8 On 2 March 2023, the Company granted 600,000 unlisted performance rights via the Equity Incentive Plan to a newly appointed director. These performance rights are subject to the vesting conditions of Class B and Class C above.
9 On 31 May 2023, the Company granted 3,000,000 unlisted performance rights via the Equity Incentive Plan to a newly appointed Chief Financial Officer. These performance rights are subject to the vesting conditions of Class B and Class C above.

Dreadnought Resources Ltd

Notes to the Consolidated Financial Statements

continued

16. ACCUMULATED LOSSES

Balance at the beginning of the period Net loss in current period Balance at the end of the period	Consolidated 30 June 2024 30 June 2023 $ $	Consolidated 30 June 2024 30 June 2023 $ $
	(48,195,822) (6,319,382) (54,515,204)	(42,673,837) (5,521,985) (48,195,822)

17. LOSS PER SHARE

LOSS PER SHARE
(a) Basic loss per share Loss attributable to ordinary equity holders Weighted average number of shares outstanding during the year Basic loss per share (cents)	Consolidated 30 June 2024 30 June 2023 $ $
	(6,319,382) 3,444,557,489 (0.18)	(5,521,985) 3,136,162,345 (0.18)

(b) Dilutive earnings per share

In accordance with AASB 133 Earnings per Share, potential ordinary shares in the form of options are antidilutive when their conversion to ordinary shares decrease loss per share from continuing operations. The calculation of diluted earnings/(losses) per share does not assume conversion, exercise, or other issue of potential ordinary shares that would have an antidilutive effect on earnings/(losses) per share.

18. CASH FLOW INFORMATION

Reconciliation of result of loss for the year to cashflows used in operating activities:

Reconciliation of net loss to net cash used in operating activities: Loss for the year Cash flows excluded from loss attributable to operating activities Non-cash flows in loss: - share based payments - impairment loss on exploration assets - gain on sale of financial assets - interest on lease liability - depreciation expense - amortisation of ROU asset - loss on disposal of fixed assets - government grant received (refer Note 10) Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries: - (increase)/decrease in trade and other receivables - (increase)/decrease in prepayments - Increase/(decrease) in trade and other payables Cash outflow from operations	Consolidated 30 June 2024 30 June 2023 $ $	Consolidated 30 June 2024 30 June 2023 $ $
	(6,319,382) 1,854,625 2,224,757 - 15,323 121,887 37,863 13,177 - 251,401 155,876 (446,569) (2,091,042)	(5,521,985) 2,440,474 342,431 (33,255) 18,213 94,948 37,863 - 144,000 (23,401) (32,829) 791,751
		(1,741,790)

Non-cash investing and financing activities

170,000

2,464,900

Non-cash assets acquisition

Annual Report 2024

Notes to the Consolidated Financial Statements

continued

19. DIVIDENDS

There were no dividends paid during the year (2023: nil).

20. EXPLORATION COMMITMENTS

Exploration expenditure commitments payable: Not later than 12 months Between 12 months and five years Later than five years Total exploration tenement minimum expenditure	Consolidated 30 June 2024 30 June 2023 $ $	Consolidated 30 June 2024 30 June 2023 $ $
	3,580,960 719,000 - 4,299,960	4,405,928 994,000 - 5,399,928

The Group can seek deferral of minimum expenditures or relinquish tenements as required.

21. FINANCIAL RISK MANAGEMENT

The Group is exposed to a variety of financial risks through its use of financial instruments. This note discloses the Group’s objectives, policies, and processes for managing and measuring these risks. The Group’s overall risk management plan seeks to minimise potential adverse effects due to the unpredictability of financial markets. The Group does not speculate in financial assets.

Specific risks:

Market risk - currency risk, interest rate risk and equity price risk
Credit risk
Liquidity risk

The principal categories of financial instrument used by the Group are:

Cash at bank
Financial assets (term deposits)
Trade and other receivables
Trade and other payables

Objectives, policies and processes

Specific information regarding the mitigation of each financial risk to which the Group is exposed is provided below.

Market risk

(i) Foreign currency sensitivity

All Group transactions are carried out in Australian Dollars, the Group is therefore not exposed to foreign exchange risk.

(ii) Cash flow interest rate sensitivity
The Group is not exposed to interest rate sensitivity on its financial assets and liabilities during the year ended 30 June 2023.
(iii) Price sensitivity
The Group is not exposed to price sensitivity.

Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in a financial loss to the Group. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions. Management considers that all the financial assets that are not impaired for each of the reporting dates under review are of good credit quality, including those that are past due. The credit risk for liquid funds and other short-term financial assets is considered negligible since the counterparties are reputable banks with high quality external credit ratings. The long term and short-term ratings are AA- and A-1+ respectively (Source: S&P Global Ratings).

Dreadnought Resources Ltd

Notes to the Consolidated Financial Statements

continued

21. FINANCIAL RISK MANAGEMENT (CONTINUED)

Liquidity risk

Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The Group maintains cash to meet its liquidity requirements for up to 30-day periods. The Group manages its liquidity needs by carefully monitoring cash-outflows due in day-to-day business. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as since a rolling 30-day projection. At the reporting date, these reports indicate that the Group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.

The Group’s assets and liabilities have undiscounted contractual maturities which are summarised below:

Consolidated Within 1 year More than 1 year 30 June 2024 $ 30 June 2023 $ 30 June 2024 $ 30 June 2023 $	Consolidated Within 1 year More than 1 year 30 June 2024 $ 30 June 2023 $ 30 June 2024 $ 30 June 2023 $	Consolidated Within 1 year More than 1 year 30 June 2024 $ 30 June 2023 $ 30 June 2024 $ 30 June 2023 $	Consolidated Within 1 year More than 1 year 30 June 2024 $ 30 June 2023 $ 30 June 2024 $ 30 June 2023 $
1,448,571 11,725 115,125 1,575,421 1,049,788 50,876 1,100,664	5,664,368 6,011,725 348,328 12,024,421 4,197,297 49,394 4,246,691	- - - - - 115,310 115,310	- - -
			-
			- 166,186 166,186

Fair value estimation

The carrying amount of the entity’s financial instruments approximates its fair value.

22. RELATED PARTIES

The Group’s main related parties are as follows:

(i) Key management personnel:

Any person(s) having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity are considered key management personnel.

For details of remuneration disclosures relating to key management personnel, refer to the remuneration report in the Directors' Report.

The aggregate amounts recognised during the year (excluding re-imbursement of expenses incurred on behalf of the Company) relating to directors and their director related entities were nil (2023: Nil).

No amounts were outstanding and owing to related parties as at 30 June 2024 (2023: nil).

(ii) Subsidiaries:

The consolidated financial statements include the financial statements of Dreadnought Resources Ltd and the following subsidiaries:

Name of subsidiary Dreadnought Exploration Pty Ltd Dreadnought (Yilgarn) Pty Ltd Dreadnought (Bresnahan) Pty Ltd	Place of Incorporation % ownership interest 2024 % ownership interest 2023
	Australia 100 100 Australia 100 100 Australia 100 100

Annual Report 2024

Notes to the Consolidated Financial Statements continued

23. DEED OF CROSS-GUARANTEE

The Company has not entered into any guarantees, in the current or previous financial year, in relation to the debts of its subsidiaries.

24. KEY MANAGEMENT PERSONNEL DISCLOSURES

The totals of remuneration paid to the key management personnel of Dreadnought Resources Ltd during the year are as follows:

Short term employee benefits Post employment benefits Share-based payments Total Remuneration	Consolidated 30 June 2024 30 June 2023 $ $	Consolidated 30 June 2024 30 June 2023 $ $
	1,002,344 100,185 731,379 1,833,908	441,483 42,625 644,476 1,128,944

The Remuneration Report contained in the Directors' Report contains details of the remuneration paid or payable to each member of the Group’s Key Management Personnel for the years ended 30 June 2024 and 30 June 2023.

Other key management personnel transactions

For details of other transactions with key management personnel, refer to Note 22 Related Parties.

25. SHARE-BASED PAYMENTS

(a) Options

Options
At 1 July 2023 Options exercised Options granted Options vesting At 30 June 2024	Number	$ Weighted Average Exercise Price
	60,176,249 (31,500,000) 6,000,000 - 34,676,249	1,033,508 $0.030 (184,517) 84,696 88,676 1,022,363 $0.030

The share options outstanding at the end of the financial year had a weighted average remaining contractual life of 0.08 years (2023: 1.18 years) and weighted average exercise price of $0.058 (2023: $0.031).

Share-based payment arrangements granted in prior years under the Equity Incentive Plan and exercised during the financial year ended 30 June 2024 or remaining outstanding as at 30 June 2024:

1) On 16 August 2019, the Group granted 10,500,000 unlisted incentive options exercisable at $0.005 per option on or before 30 June 2024 to the Managing Director. These options have fully vested. 1,500,000 options were exercised during the year (2023: 2,000,000 options were exercised). There are no options remaining as at 30 June 2024.
2) On 23 December 2019, the Group granted 30,000,000 unlisted incentive options exercisable at $0.005 per option on or before 9 April 2024 to the Managing Director. These options have fully vested. 30,000,000 options were exercised during the year (2023: Nil). There are no options remaining as at 30 June 2024.
3) On 2 July 2021, the Company granted 11,500,000 unlisted options exercisable at $0.04 per option on or before 2 July 2024 to employees. These options have fully vested. No options were exercised during the year (2023: 4,400,000 options were exercised.) There are 7,100,000 options outstanding as at 30 June 2024.
4) On 11 August 2021, the Company granted 2,000,000 unlisted options exercisable at $0.06 on or before 11 August 2024 to an employee. These options have fully vested. No options were exercised during the year (2023: Nil). There are 2,000,000 options outstanding as at 30 June 2024.
5) On 24 November 2021, the Company granted 5,000,000 unlisted incentive options exercisable at $0.04 per option on or before 2 July 2024 to the Managing Director. These options have fully vested. No options were exercised during the year (2023: Nil). There are 5,000,000 options outstanding as at 30 June 2024.

Dreadnought Resources Ltd

Notes to the Consolidated Financial Statements continued

25. SHARE-BASED PAYMENTS (CONTINUED)

(a) Options (continued)

6) On 29 November 2021, the Company granted 2,000,000 unlisted incentive options exercisable at $0.06 per option on or before 26 November 2024 to an employee. These options have fully vested. No options were exercised during the year (2023: Nil). There are 2,000,000 options outstanding as at 30 June 2024.
7) On 14 July 2022, the Company granted 8,500,000 unlisted incentive options exercisable at $0.065 per option on or before 14 July 2024 to employees. These options have fully vested. No options were exercised during the year (2023: Nil). There are 8,500,000 options outstanding as at 30 June 2024.
8) On 30 November 2023, the Company granted 853,098 unlisted incentive options exercisable at $0.1575 per option on or before 16 December 2025 a director. These options have fully vested. No options were exercised during the year. 2023: Nil). There are 853,098 options outstanding as at 30 June 2024.
9) On 2 March 2023, the Company granted 1,223,151 unlisted incentive options exercisable at $0.12 per option on or before 2 March 2026 a director. These options have fully vested. No options were exercised during the year (2023: Nil). There are 1,223,151 options outstanding as at 30 June 2024.
10) 31 May 2023, the Company granted 2,000,000 unlisted incentive options exercisable at $0.075 per option on or before 14 June 2026. These options have fully vested. No options were exercised during the year (2023: Nil). There are 2,000,000 options outstanding as at 30 June 2024.
11) On 26 September 2023, the Company granted 6,000,000 options to Shaw and Partners and their nominees for their role as Lead Manager in the Company’s placement. The options were issued on 9 October 2023 and have an exercise price of $0.094 and an expiry date of 9 October 2025. There are 6,000,000 options outstanding as at 30 June 2024.

Share-based payments granted during the year:

6,000,000 Broker Options granted on 26 September 2023

On 26 September 2023, the Company granted 6,000,000 options to Shaw and Partners and their nominees for their role as Lead Manager in the Company’s placement. The options were issued on 9 October 2023 and have an exercise price of $0.094 and an expiry date of 9 October 2025.

The options were deemed to have a fair value at grant date of $0.0141 per option. This value was calculated using the Black-Scholes option pricing model applying the following inputs:

Share price	$0.052
Exercise price Expected volatility Risk free interest rate	0.0094 76% 3.83%
Useful life	2.04years

(b) Performance rights

Grant Date At beginning of period 04/07/2023 Class B Rights – issued - Employees 04/07/2023 Class c Rights- – issued - Employee Class B Rights – vesting expense during period1 Class C Rights – vesting expense during period2 Class B Rights - vested and exercised1 Class C Rights - vested and exercised2 01/12/2023 Class D, E F & G Rights – issued - Director3 01/12/2023 Class D, E F & G Rights – issued - Employees4 13/06/2023 Class D, E F & G Rights – cancelled - Employees4 At end of period	No.	$
	27,599,997 750,000 750,000 - (14,550,001) (14,549,996) 3,600,000 13,900,000 (1,000,000) 16,500,000	899,724 39,000 39,000 625,200 920,012 (1,261,468) (1,261,468) 4,778 151,389 (8,651) 142,737

Annual Report 2024

Notes to the Consolidated Financial Statements continued

25. SHARE-BASED PAYMENTS (CONTINUED)

(b) Performance rights (continued)

Share-based payments granted during the year:

On 4 December 2023, the Company issued 17,500,000 unlisted performance rights divided equally into four classes via the Dreadnought Employee Equity Incentive Plan. 3,600,000 rights were issued to a director and 13,900,000 rights were issued to employees of the Company subject to the following vesting conditions:

Class D: The Company’s Volume Weighted Average Market Price over a period of 20 consecutive Trading Days (20day VWAP) being at least 10 cents.
Class E: The 20-day VWAP being at least 15 cents.
Class F: Completion of 12 months continued service from the date of issue of the Performance Rights.
Class G: Completion of 24 months continued service from the date of issue of the Performance Rights.

On 13 June 2024, the Company cancelled 1,000,000 conditional rights because the conditional rights had become incapable of being satisfied.

Share-based payment expense in relation to vested rights

(1) The vesting conditions for Class B were achieved on 5 July 2023 and 14,550,001 performance rights vested resulting in 2,566,667 fully paid ordinary shares being issued to the Directors on 1 August 2023 and 11,983,334 fully paid ordinary shares being issued to employees on 1 August 2023. The total share-based payment expense arising from these performance rights was $664,200 during the period ended 31 December 2023, of which $120,028 was for Directors and $544,172 was for employees.
(2) The vesting conditions for Class C were achieved on 28 August 2023 and 14,549,996 performance rights vested resulting in 2,566,667 fully paid ordinary shares being issued to the Directors on 4 September 2023 and 11,983,329 fully paid ordinary shares being issued to employees on 4 September 2023. The total share-based payment expense arising from these performance rights was $959,012 during the period ended 31 December 2023, of which $183,553 was for Directors and $775,459 was for employees.

Fair value of performance rights issued during the period

Performance rights with non-market vesting conditions are valued at the closing share price of the Company on the grant date.

Performance rights with market vesting conditions are estimated at fair value using a relevant Valuation Model which considers the grant date, the exercise price the expected life of the instrument, the current share price of the underlying share, the expected volatility, expected dividends and the risk-free interest rate for the expected life of the instrument.

The grant date is the date of acceptance by the employee or the date of shareholder approval if required.

(3) The fair value of 3,600,000 performance rights issued to a director has been calculated at $77,940 .
(4) The fair value of 13,900,000 performance rights issued to employees has been calculated at $300,936 .
(5) The fair value of Class D and Class E were valued using a combination of the Hoadley’s Barrier 1 Model and Hoadley’s Parisian Model.
(6) The fair value of Class F and Class G was calculated using the share price of $0.032 at grant date, being 1 December 2023.

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Assumption Class D Class E Class F Class G
Valuation date 1 December 2023 1 December 2023 1 December 2023 1 December 2023
Expiry date 31 December 2025 31 December 2025 31 December 2025 31 December 2025
Underlying security price $0.032 $0.032 $0.032 $0.032
Exercise Price Nil Nil Nil Nil
Risk free interest rate 4.06% 4.06% n/a n/a
Volatility 80% 80% n/a n/a
Implied barrier price $0.1318 $0.1978 n/a n/a
Value per right $0.0138 $0.0088 $0.032 $0.032
Quantity issued 4,375,000 4,375,000 4,375,000 4,375,000
Total Value $60,376 $38,500 $140,000 $140,000
----- End of picture text -----

Dreadnought Resources Ltd

Notes to the Consolidated Financial Statements

continued

26. REMUNERATION OF AUDITORS

Remuneration of the auditor, for: Auditing or reviewing the financial report (PKF Perth) PARENT ENTITY Statement of financial position Assets Current assets Non-current assets Total Assets Liabilities Current liabilities Non-current liabilities Total Liabilities Equity Issued capital Accumulated losses Reserves Total Equity Statement of profit or loss and other comprehensive income Total loss for the year Total comprehensive loss		Consolidated 30 June 2024 30 June 2023 $ $ 41,775 48,531 41,775 48,531 30 June 2024 30 June 2023 $ $	Consolidated 30 June 2024 30 June 2023 $ $ 41,775 48,531 41,775 48,531 30 June 2024 30 June 2023 $ $	Consolidated 30 June 2024 30 June 2023 $ $ 41,775 48,531 41,775 48,531 30 June 2024 30 June 2023 $ $
		41,775 41,775 30 June 2024 $
		2,008,689 51,780,434 53,789,123 1,258,351 104,167 1,362,518 105,387,633 (54,126,128) 1,165,100 52,426,605 (6,263,833) (6,263,833)		14,308,698 41,385,515
				55,694,213
				4,375,886 143,384
				4,519,270
				97,104,008 (47,862,295) 1,933,230
				51,174,943
				(5,316,915) (5,316,915)

27. PARENT ENTITY

28. CONTINGENT LIABILITIES

There is a contingent liability of $11,725 for a rental bond on the lease of business premises entered into on 22 September 2021 which has been secured via a term deposit for the same amount.

The Group has royalty arrangements with unrelated parties contingent on potential production on the following tenements:

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Project Area Nature Tenements
Mangaroon 0.5% Gross Revenue Royalty M09/174, M09/175
1% Gross Revenue Royalty E08/3274, E08/3275, E09/2290, E09/2422, E09/2433, E09,2359,
E09/2448, E09/2449, E09/2450, E08/3229, E08/3539, M09/91,
M09/146, M09/147
2% Gross Revenue Royalty E08/3178, E09/2370, E09/238, E09/2433
Central Yilgarn 1% Net Smelter Royalty E16/495, E29/957, E29/959, E29/1050, E30/471, E30/476, E30/493,
E30/494, E77/2403, E77/2416, E77/2432, E77/2634
Bresnahan 1% Gross Revenue Royalty E52/3412, E52/3462, E52/3936, E52/4083
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There were no other material contingent liabilities or contingent assets for the year ended 30 June 2024.

Annual Report 2024

Notes to the Consolidated Financial Statements continued

29. EVENTS OCCURRING AFTER THE REPORTING DATE

Subsequent to 30 June 2024, the following significant events were undertaken by the Group:

On 25 July 2024, the Company announced the issue of 6,927,040 shares to Topdrill Pty Ltd under a drill for equity arrangement for drilling services performed at the Tarraji Yampi Project in June / July 2024.
On 26 July 2024, the Company announced a strategic acquisition of ~300km2 of highly prospective and strategic ground along the Mangaroon Shear Zone from Redscope Enterprises Pty Ltd. The key commercial terms included $50,000 in cash, 16,00,000 fully paid ordinary shares and a 1.0% gross royalty to complete the acquisition. The shares were issued on 26 July 2024 and were subject to voluntary escrow conditions.
On 26 Jully 2024, the Company announced a gold commercialisation strategy for Mangaroon as part of its strategy to transform into a self funded explorer.
On 5 August 2024, the Company announced a $3,500,000 (before costs) capital raise and a further $210,000 for director participation subject to shareholder approval.

Other than the events detailed above, there has not arisen in the interval between 1 July 2024 and the date of this report any item, transaction, or event of a material and unusual nature likely, in the opinion of the directors of the Group, to significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity, in future years.

30. COMPANY DETAILS

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----- Start of picture text -----

Registered Office Principal Place of Business Postal Address
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Registered Office	Principal Place of Business	Postal Address

Dreadnought Resources Ltd Level 3, 88 William Street Perth WA6000	Dreadnought Resources Ltd Unit 1, 4 Burgay Court OsbornePark WA6017	Dreadnought Resources Ltd PO Box 712 OsbornePark DCWA6916

www.dreadnoughtresources.com.au Email: [email protected]

Dreadnought Resources Ltd

Consolidated Entity Disclosure Statement

A public company required to prepare consolidated financial statements under accounting standards, the CEDS(i) must include the following information about each entity that is part of the consolidated entity at the end of the financial year (s295(3A)(a)):

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----- Start of picture text -----

Dreadnought Dreadnought Dreadnought Dreadnought
Name of entity
Resources Limited Exploration Pty Ltd (Yilgarn) Pty Ltd (Bresnahan) Pty Ltd
Type of entity Body Corporate Body Corporate Body Corporate Body Corporate
Trustee of a trust,
partner in a
partnership or n/a n/a n/a n/a
participant in joint
venture
% of share capital
Public listed entity 100 100 100
held
Country of
Australia Australia Australia Australia
incorporation
Australian resident
or foreign resident Australian Australian Australian Australian
(for tax purposes)
Foreign tax
jurisdiction of n/a n/a n/a n/a
foreign residents
----- End of picture text -----

(i) Determination of Tax Residency

Section 295(3A) Corporation Act requires that the tax residencies of each entity which is included in the Consolidated Entity Disclosure Statements (CEDS) be disclosed. In the context of an entity which was an Australian resident, “Australian resident” has he meaning provided in the income tax Assessment Act 1997 (Cth) The determination of tax residency is highly fact dependent and there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency.

Australian tax residency:

In determination of tax residency of Australian Entities, the Group has adopted the current legislation and judicial precedent, including having regard to the commission of Taxation’s public guidance in tax ruling TR 2018/5.

Annual Report 2024

Directors’ Declaration for the year ended 30 June 2024

In the directors' opinion:

the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in Note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30 June 2024 and of its performance for the financial year ended on that date;
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
the information disclosed in the Consolidated Entity Disclosure Statement is true and correct.

The directors have been given the declarations required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.

On behalf of the directors

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Dean Tuck Managing Director

Dated 3 September 2024

Dreadnought Resources Ltd

Independent Auditor’s Report to the Members

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PKF Perth ABN 64 591 268 274 Dynons Plaza, Level 8, 905 Hay Street, Perth WA 6000 PO Box 7206, Cloisters Square, WA 6850 Australia +61 8 9426 8999 [email protected] pkf.com.au

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF DREADNOUGHT RESOURCES LIMITED

Report on the Financial Report

Opinion

We have audited the accompanying financial report of Dreadnought Resources Limited (the company), which comprises the consolidated statement of financial position as at 30 June 2024, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information, the consolidated entity disclosure statement, and the directors’ declaration of the company and the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

In our opinion the accompanying financial report of Dreadnought Resources Limited is in accordance with the Corporations Act 2001, including:

i) Giving a true and fair view of the consolidated entity’s financial position as at 30 June 2024 and of its performance for the year ended on that date; and
ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001.

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

Independence

We are independent of the consolidated entity in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

PKF Perth is a member of PKF Global, the network of member firms of PKF International Limited, each of which is a separately owned legal entity and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm(s). Liability limited by a scheme approved under Professional Standards Legislation.

Annual Report 2024

Independent Auditor’s Report continued

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Key Audit Matters

A key audit matter is a matter that, in our professional judgement, was of most significance in our audit of the financial report of the current year. This matter was 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 audit opinion on this matter. For the matter below, our description of how our audit addressed this matter is provided in that context.

1. Valuation of capitalised exploration expenditure

Why significant

How our audit addressed the key audit matter

As at 30 June 2024 the carrying value of exploration and evaluation assets was $50,964,784 (2023: $42,278,019), as disclosed in Note 10.

The consolidated entity’s accounting policy in respect of exploration and evaluation expenditure is outlined in Note 1(j).

Significant judgement is required:

in determining whether facts and circumstances indicate that the exploration and evaluation assets should be tested for impairment in accordance with Australian Accounting Standard AASB 6 Exploration for and Evaluation of Mineral Resources (“AASB 6”); and
in determining the treatment of exploration and evaluation expenditure in accordance with AASB 6, and the consolidated entity’s accounting policy. In particular:
whether the particular areas of interest meet the recognition conditions for an asset; and
which elements of exploration and evaluation expenditures qualify for capitalisation for each area of interest.

Our work included, but was not limited to, the following procedures:

conducting a detailed review of management’s assessment of impairment trigger events prepared in accordance with AASB 6 including:
assessing whether the rights to tenure of the areas of interest remained current at reporting date as well as confirming that rights to tenure are expected to be renewed for tenements that will expire in the near future;
obtaining specific representations with the directors and management as to the status of ongoing exploration programmes for the areas of interest, as well as assessing if there was evidence that a decision had been made to discontinue activities in any specific areas of interest; and
obtaining and assessing evidence of the consolidated entity’s future intention for the areas of interest, including reviewing future budgeted expenditure and related work programmes.
considering whether exploration activities for the areas of interest had reached a stage where a reasonable assessment of economically recoverable reserves existed;
testing, on a sample basis, exploration and evaluation expenditure incurred during the year for compliance with AASB 6 and the consolidated entity’s accounting policy; and
reviewing the impairment calculations provided and related assumptions and disclosures in Notes 1(j), 1(m) and 10 for accuracy and completeness.

Dreadnought Resources Ltd

Independent Auditor’s Report continued

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2. Share Based Payments

Why significant

How our audit addressed the key audit matter

For the year ended 30 June 2024, the value of share- based payments expense totalled $1,854,625 (2023: $2,440,475) as disclosed in Note 3 and 15. This has been recognised as a share-based payment expense in the Statement of Profit or Loss and Other Comprehensive Income for $1,854,625.

The consolidated entity’s accounting judgement and estimates in respect of share-based payments is outlined in Note 1(m). Significant judgement is required in relation to:

The valuation method used in the model; and
The assumptions and inputs used within the model.

Our work included, but was not limited to, the following procedures:

Reviewed the company’s valuations of the equity instruments issued, including:
assessing the appropriateness of the valuation method used; and
assessing the reasonableness of the assumptions and inputs used within the valuation model.
Reviewed Board meeting minutes and ASX announcements as well as enquired of relevant personnel to ensure all share-based payments had been recognised;
Assessed the allocation and recognition to ensure these are reasonable; and
Assessed the appropriateness of the related disclosures in Notes 1(m), 3 and 15.

Other Information

Those charged with governance are responsible for the other information. The other information comprises the information included in the consolidated entity’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, with the exception of the Remuneration Report.

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 Directors’ for the Financial Report

The Directors of the company are responsible for the preparation of:-

a. the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
b. the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act2001; and

and for such internal control as the Directors determine is necessary to enable the preparation of:-

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

Annual Report 2024

Independent Auditor’s Report continued

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In preparing the financial report, the Directors are responsible for assessing the consolidated entity’s ability 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 consolidated entity or to cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Report

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

As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the consolidated entity’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the consolidated entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the consolidated entity to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the consolidated entity to express an opinion on the group financial report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

Dreadnought Resources Ltd

Independent Auditor’s Report continued

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We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on the Remuneration Report

Opinion

We have audited the Remuneration Report included in the Directors’ Report for the year ended 30 June 2024.

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

Responsibilities

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

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PKF PERTH

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SHANE CROSS AUDIT PARTNER

3 SEPTEMBER 2024 WEST PERTH WESTERN AUSTRALIA

Annual Report 2024

ASX Additional Information

Additional information required by the ASX Listing Rules is set out below.

1. Shareholdings

The issued capital of the Company as at 30 August 2024 is: 3,733,000,000 ordinary fully paid shares

All issued ordinary fully paid shares carry one vote per share.

2. Distribution of Equity Securities as at 30 August 2024 is:

Ordinary Shares (ASX Code: DRE)

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Holding Ranges Holders Total Units % Issued Share Capital
1 - 1,000 123 30,126 0.00
1,001 - 5,000 216 895,820 0.02
5,001 - 10,000 696 5,701,045 0.15
10,001 - 100,000 3,937 181,464,441 4.86
100,001 Over 3,238 3,544,908,568 94.96
Totals 8,210 3,733,000,000 100.00%
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3. Unmarketable parcels

There were 2,427 holders of less than a marketable parcel of ordinary shares.

4. Substantial shareholders as at 30 August 2024 is:

Name	Number of Shares	% Holding
PaulChapmanandassociatedentities	325,039,148	8.71%

5. Restricted Securities Subject to Escrow as at 30 August 2024 is:

There following restricted securities subject to Escrow.

Therefollowingrestrictedsecurities subject toEscrow.
Holder Name	Expiry of Escrow	Holding
Redscope Enterprises PtyLtd	20/09/2024	4,000,000
Redscope Enterprises Pty Ltd	20/12/2024	4,000,000
Redscope Enterprises Pty Ltd	20/03/2025	4,000,000
Redscope Enterprises Pty Ltd	20/06/2025	4,000,000

6. On-market buy back

There is currently no on-market buyback program for any of the Company’s listed securities.

7. Group cash and assets

In accordance with Listing Rule 4.10.19, the Group confirms that it has been using the cash and assets for the year ended 30 June 2024 consistent with its business objective and strategy.

8. Voting Rights

All ordinary fully paid shares have one voting right per share. Unlisted options have no voting rights.

Dreadnought Resources Ltd

ASX Additional Information continued

9. Top 20 Largest Holders of Listed Securities as at 30 August 2024 is:

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Holder Name Holding %
1 Stone Poneys Nominees Pty Ltd 325,039,148 8.71
2 Mr Philip David Crutchfield (Group) 122,743,097 3.28
3 Pareto Nominees Pty Ltd 65,000,000 1.74
4 DRM Technologies Pty Ltd 59,542,520 1.60
5 CITICORP Nominees PTY Limited 59,300,140 1.59
6 BLJ Technologies Pty Ltd 56,960,417 1.53
7 Mr Lizhong Wu + Ms Weiping Qui ,Wu&Qui Superfund A/A. 47,500,000 1.27
8 PARKRANGE Nominees Pty Ltd 46,311,111 1.24
9 Mr David James Delfante 45,311,821 1.21
10 Mr Dean Tuck + Mrs Dianne Mae Tuck 39,210,317 1.05
11 Kaos Investments Pty Limited 31,000,000 0.83
12 BNP Paribas Nominees Pty Ltd ACF CLEARSTREAM 30,269,501 0.81
13 Mr Nevres Crljenkovic 29,027,776 0.78
14 SUPERHERO SECURITIES LIMITED 28,170,658 0.75
15 Mr David Michael Chapman + Ms Michele Wollens 28,000,000 0.75
16 Paul Ainsworth 19,940,476 0.53
17 Mr Stephen James Foley & Ms Natalie Chantal Mellonius 18,333,330 0.49
18 HSBC Custody Nominees (Australia) Limited-GSCO ECA 18,260,103 0.49
19 Mr Michael MCKIERNAN 18,097,452 0.48
20 JE International Pty Ltd 17,500,000 0.47
Total held by top 20 registered shareholders 1,105,517,867 29.61
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10. Unquoted securities

The unquoted options over unissued shares issued under the Employee Incentive Plan are listed below.

The unquotedoptions overunissuedsharesissuedundertheEmployeeIncentivePlanarelistedbelow.	The unquotedoptions overunissuedsharesissuedundertheEmployeeIncentivePlanarelistedbelow.	The unquotedoptions overunissuedsharesissuedundertheEmployeeIncentivePlanarelistedbelow.

Class	Securities on Issue	Holder(s)
Unlisted Options @ $0.06 Expiring26/11/2024	2,000,000	1
Unlisted Options@$0.065 Expiring14/07/2025	8,500,000	7
Unlisted Options @ $0.1575 Expiring16/12/2025	853,098	1
Unlisted Options@$0.12 Expiring02/03/2026	1,223,151	1
Unlisted Options @ $0.075 Expiring14/06/2026	2,000,000	1
Unlisted Options@$0.104 Expiring9/10/2025	6,000,000	6

Annual Report 2024

ASX Additional Information continued

11. ASX Additional Information – Tenement List

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% Owned
Project Tenement Location Status Holder
by DRE
Mangaroon M09/0091 Gascoyne, WA Granted 100% Robert Dorey
Mangaroon M09/0146 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon M09/0147 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon M09/0174 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon M09/0175 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E08/3178 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E08/3229 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E08/3274 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E08/3275 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E08/3439 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E08/3539 Gascoyne, WA Application 100% Redscope Enterprises Pty Ltd
Mangaroon E08/3740 Gascoyne, WA Application 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2290 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2359 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2370 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2384 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2405 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2422 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2433 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2448 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2449 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2450 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2467 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2473 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2478 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2535 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2616 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon E09/2937 Gascoyne, WA Application 100% Dreadnought Exploration Pty Ltd
Mangaroon L09/0104 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon L09/0108 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Mangaroon L09/0114 Gascoyne, WA Application 100% Dreadnought Exploration Pty Ltd
Bresnahan E52/3412 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Bresnahan E52/3462 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Bresnahan E52/3936 Gascoyne, WA Granted 100% Dreadnought (Bresnahan) Pty Ltd
Bresnahan E52/4083 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Bresnahan E52/4139 Gascoyne, WA Application 100% Dreadnought Exploration Pty Ltd
Bresnahan E52/4141 Gascoyne, WA Application 100% Dreadnought Exploration Pty Ltd
Bresnahan E52/4142 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Bresnahan E52/4143 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Bresnahan E52/4144 Gascoyne, WA Application 100% Dreadnought Exploration Pty Ltd
Bresnahan E52/4145 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Bresnahan E52/4228 Gascoyne, WA Granted 100% Dreadnought Exploration Pty Ltd
Dreadnought Exploration Pty Ltd (80%)
Kimberley E04/2315 Kimberley, WA Granted 80%
Whitewater Resources Pty Ltd (20%)
Kimberley E04/2508 Kimberley, WA Granted 100% Dreadnought Exploration Pty Ltd
Kimberley E04/2557 Kimberley, WA Granted 100% Dreadnought Exploration Pty Ltd
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Dreadnought Resources Ltd

ASX Additional Information continued

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% Owned
Project Tenement Location Status Holder
by DRE
Kimberley E04/2608 Kimberley, WA Granted 100% Dreadnought Exploration Pty Ltd
Kimberley E04/2860 Kimberley, WA Application 100% Dreadnought Exploration Pty Ltd
Kimberley E04/2861 Kimberley, WA Application 100% Dreadnought Exploration Pty Ltd
Kimberley E04/2862 Kimberley, WA Application 100% Dreadnought Exploration Pty Ltd
Kimberley E04/2863 Kimberley, WA Application 100% Dreadnought Exploration Pty Ltd
Central Yilgarn E16/0495 Yilgarn, WA Granted 100% Dreadnought Exploration Pty Ltd
Central Yilgarn E29/0957 Yilgarn, WA Granted 100% Dreadnought Exploration Pty Ltd
Central Yilgarn E29/0959 Yilgarn, WA Granted 100% Dreadnought Exploration Pty Ltd
Central Yilgarn E29/0965 Yilgarn, WA Granted 100% Dreadnought (Yilgarn) Pty Ltd
Central Yilgarn E29/1050 Yilgarn, WA Granted 100% Dreadnought (Yilgarn) Pty Ltd
Central Yilgarn E29/1153 Yilgarn, WA Granted 100% Dreadnought Exploration Pty Ltd
Central Yilgarn E29/1204 Yilgarn, WA Granted 100% Dreadnought Resources Ltd
Central Yilgarn E29/1205 Yilgarn, WA Granted 100% Dreadnought Resources Ltd
Central Yilgarn E30/0471 Yilgarn, WA Granted 100% Dreadnought Exploration Pty Ltd
Central Yilgarn E30/0476 Yilgarn, WA Granted 100% Dreadnought Exploration Pty Ltd
Central Yilgarn E30/0485 Yilgarn, WA Granted 100% Dreadnought (Yilgarn) Pty Ltd
Central Yilgarn E30/0493 Yilgarn, WA Granted 100% Dreadnought Exploration Pty Ltd
Central Yilgarn E30/0494 Yilgarn, WA Granted 100% Dreadnought Exploration Pty Ltd
Central Yilgarn E30/0554 Yilgarn, WA Granted 100% Dreadnought Resources Ltd
Central Yilgarn E30/0558 Yilgarn, WA Application 100% Dreadnought Exploration Pty Ltd
Central Yilgarn E77/2403 Yilgarn, WA Granted 100% Dreadnought Exploration Pty Ltd
Central Yilgarn E77/2416 Yilgarn, WA Granted 100% Dreadnought Exploration Pty Ltd
Central Yilgarn E77/2432 Yilgarn, WA Granted 100% Dreadnought Exploration Pty Ltd
Central Yilgarn E77/2634 Yilgarn, WA Granted 100% Dreadnought Exploration Pty Ltd
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AI assistant

DREADNOUGHT RESOURCES LTD — Annual Report 2024

64785_rns_2024-09-02_cce24a88-6eb4-4325-b0db-cf2fdd632bee.pdf

CORPORATE DIRECTORY

DIRECTORS

COMPANY SECRETARY

REGISTERED OFFICE &

POSTAL ADDRESS

SHARE REGISTRY

AUDITORS

STOCK EXCHANGE

CONTENTS

Dear Fellow Shareholder,

DIRECTORS

Paul Chapman

Dean Tuck

Philip Crutchfield

Robert Gee

PRINCIPAL ACTIVITIES

DIVIDENDS

OPERATING RESULTS AND FINANCIAL POSITION

REVIEW OF OPERATIONS

Operational Highlights to 30 June 2024:

MANGAROON

Nb-REE (100%)

Au (100%)

Ni-Cu-PGE (100%)

TARRAJI-YAMPI

Cu-Ag-Au-Co (80%/100%)

CENTRAL YILGARN

Gold, Base Metals, Critical Minerals, and Iron Ore Project (100%)

BRESNAHAN

REE-HREE-Au-Sb-Pb (100%) Project (100%)

Corporate Highlights to 30 June 2024:

FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGY

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

ENVIRONMENTAL REGULATION

SOCIAL RESPONSIBILITY

Cultural Diversity

Gender Diversity

COMPLIANCE STATEMENT

ASX Listing Rules Compliance

INFORMATION ON DIRECTORS

MEETINGS OF DIRECTORS

PROCEEDINGS ON BEHALF OF THE GROUP

INDEMNIFICATION AND INSURANCE OF OFFICERS

NON-AUDIT SERVICES

SHARES UNDER OPTION

REMUNERATION REPORT – AUDITED

A. Principles used to determine the nature and amount of remuneration

B. Details of remuneration

(a) Executive remuneration – Mr D Tuck (appointed 9 April 2019)

(b) Executive remuneration – Ms D Fullarton (appointed 14 June 2023)

(c) Executive remuneration – Mr M Crowe (appointed 1 July 2023)

(d) Non-Executive remuneration

(e) Performance rights

C. Share-based compensation

Equity Incentive Plan

Options granted as remuneration

Shares issued on exercise of remuneration options

Performance rights granted as remuneration

Shares issued on exercise of remuneration performance rights

D. Key management personnel interests in options, performance rights and shares

Options

Performance rights

Shareholdings

E. Use of Remuneration Consultants

F. Relationship between remuneration and Company performance

Earnings and total shareholder returns

Market capitalisation at year end

G. Other transactions with key management personnel and their related parties

H. Key Management Personnel Loans

Remuneration report ends.

AUDITOR’S INDEPENDENCE DECLARATION

Dean Tuck Managing Director

1. SUMMARY OF MATERIAL ACCOUNTING POLICIES

(a) Basis of Preparation

(b) Going concern

1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

(c) Other income

DREADNOUGHT RESOURCES LTD Annual Report 2024