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GATEWAY MINING LIMITED — Annual Report 2025
Sep 29, 2025
64999_rns_2025-09-29_dfb68bea-cdf8-4455-98a9-d5668e5511aa.pdf
Annual Report
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2025 ANNUAL REPORT ABN 31 008 402 391
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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CONTENTS
CORPORATE DIRECTORY ............................................................................................................................... 3 DIRECTORS’ REPORT...................................................................................................................................... 4 AUDITOR INDEPENDENCE DECLARATION ................................................................................................... 44 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ...................... 45 CONSOLIDATED STATEMENT OF FINANCIAL POSITION .............................................................................. 46 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................................... 47 CONSOLIDATED STATEMENT OF CASH FLOWS ........................................................................................... 48 NOTES TO THE FINANCIAL STATEMENTS .................................................................................................... 49 CONSOLIDATED ENTITY DISCLOSURE STATEMENT ..................................................................................... 76 DIRECTORS' DECLARATION ......................................................................................................................... 77 INDEPENDENT AUDITOR'S REPORT ............................................................................................................. 78 SHAREHOLDER INFORMATION.................................................................................................................... 82 CORPORATE GOVERNANCE STATEMENT .................................................................................................... 87
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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CORPORATE DIRECTORY
Directors:
Mr Andrew Bray (Executive Chair, appointed 25 August 2025) Mr Anthony McClure (Non-Executive Director, appointed 25 August 2025) Mr David Crook (Non-Executive Director, appointed 29 May 2025) Mr David Morgan (Non-Executive Director, appointed 25 September 2025) Mr Peter Langworthy (Non-Executive Director, resigned 25 September 2025) Mr Peter Lester (Non-Executive Director, resigned 25 August 2025) Mr Trent Franklin (Non-Executive Director, resigned 25 August 2025) Mr Mark Cossom (Managing Director, resigned 01 October 2024)
Company Secretary:
Mr Kar Chua
Registered Office:
B1/431 Roberts Road Subiaco WA 6008
Telephone: +61 8 6383 9969 Facsimile: +61 2 8316 3999 Email: [email protected]
Share Registry:
XCEND Level 2, 477 Pitt Street Haymarket NSW 2000 Phone: +61 (2) 8591 8509 Email: [email protected] Website: www.xcend.co
Auditors:
BDO Audit Pty Ltd Level 25, 252 Pitt Street Sydney NSW 2000
Solicitors:
Enrizen Lawyers Pty Ltd Level 28 88 Phillip Street Sydney NSW 2000
Securities Exchange Listing:
The Group is listed on the Australian Securities Exchange under code GML
Website:
www.gatewaymining.com.au
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
Your directors submit the financial report of the group consisting of Gateway Mining Limited and its controlled entities ( Gateway or the Company or the Group ) for the year ended 30 June 2025 ( 2025 Financial Year ).
DIRECTORS
The names of directors who held office during the 2025 Financial Year and up to the date of this report, unless otherwise stated:
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Mr Andrew Bray (Executive Chair, appointed 25 August 2025)
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Mr Anthony McClure (Non-Executive Director, appointed 25 August 2025)
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Mr David Crook (Non-Executive Director, appointed 29 May 2025)
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Mr David Morgan (Non-Executive Director, appointed 25 September 2025)
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Mr Peter Langworthy (Non-Executive Director, resigned 25 September 2025)
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Mr Peter Lester (Non-Executive Director, resigned 25 August 2025)
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Mr Trent Franklin (Non-Executive Director, resigned 25 August 2025)
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Mr Mark Cossom (Managing Director, resigned 01 October 2024)
PRINCIPAL ACTIVITIES
The activities of the Group during the financial year were in the mineral exploration industry principally exploration for gold and base metals.
OPERATIONS REVIEW
The Company has established a high-quality exploration landholding at its Montague Project, located in the Murchison Goldfields of Western Australia. The Project has been the sole focus of all of the Company’s exploration funding and activities during the 2025 Financial Year. In October 2024[1] , the gold rights within the Montague East Project area were sold to Brightstar Resources Limited ( Brightstar ). As a result, the Company no longer has any ongoing holding costs or minimum expenditure obligations but retains access to all exploration data generated by Brightstar, as well as the rights to explore for non-gold minerals within this tenement group.
During the 2025 Financial Year, the Company continued exploration activities at the Barrelmaker Gold Project (formerly Montague West), located in the Sandstone region of Western Australia. It also continues to maintain interests in several former projects through a series of Farm-out and Joint Venture Agreements, providing Gateway with continued exposure to potential discoveries through third-party funded exploration.
On 30 June 2025, the Company announced that it had entered into a binding tenement sale agreement ( Agreement ) with Strickland Metals Limited (ASX: STK) ( Strickland ) to acquire Strickland’s interest in the Yandal Gold Project in Western Australia ( Acquisition ).
The Acquisition completed subsequent to the 2025 Financial Year on 19 August 2025.
The Yandal Gold Project contains a JORC 2012 Inferred Resource totalling 8.17Mt @ 1.52g/t Au for 400,400oz Au with additional significant exploration potential.[2]
YANDAL GOLD PROJECT
The Yandal Gold Project covers 1,780 square kilometres of the prospective eastern flank of the Yandal Greenstone Belt in the northeastern Yilgarn of Western Australia (Figure 1).
Gateway considers that the entire eastern extent of the Yandal Greenstone belt is relatively underexplored, with less than 6 kilometres of the total 75-kilometres Greenstone Belt, having been covered by modern exploration techniques.
1Refer to ASX announcement dated 2 October 2024.
2Refer to Table 1: Yandal Inferred Mineral Resource Estimate” for further details regarding the Yandal Mineral Resource Estimate, as well as Gateway’s ASX announcement dated 2 July 2025.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
Further information with respect to the Yandal Gold Project’s Mineral Resource Estimates and Exploration Results are set out in the ASX announcement dated 30 June 2025 (and the Amendment Announcement dated 2 July 2025).
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Figure 1. Strickland's Yandal Project, highlighting the key target areas in relation to the key gold prospects and resources.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
Yandal Project JORC 2012 Inferred Resource
The Yandal Gold Project contains a JORC 2012 Inferred Resource of 8.17Mt @ 1.52g/t Au for 400,400 oz Au ( MRE ).
Table 1: Yandal Project Inferred Mineral Resource Estimate
| Prospect | Tonnes (t) | Au (g/t) | Au (oz) | Cut-off |
|---|---|---|---|---|
| Palomino Pit | 1,963,000 | 1.84 | 116,000 | 0.5 |
| Palomino UG | 155,000 | 2.69 | 13,500 | 2.0 |
| Palomino Total | 2,118,000 | 1.90 | 129,500 | - |
| Warmblood | 1,656,000 | 2.37 | 126,000 | 0.5 |
| Filly | 581,000 | 1.15 | 21,500 | 0.5 |
| Bronco | 324,000 | 1.38 | 14,500 | 0.5 |
| HWGC Subtotal | 4,679,000 | 1.94 | 291,500 | - |
| Dusk'til Dawn | 3,495,600 | 1.00 | 108,900 | 0.5 |
| Yandal Project Total | 8,174,600 | 1.52 | 400,400 |
Table Notes:
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Mineral Resources are based on JORC Code Definitions as defined by the Australasian Code for Reporting Results, Mineral Resources and Ore Reserves.
-
All figures are rounded to reflect appropriate levels of confidence. Apparent differences may occur due to rounding.
-
The Mineral Resource Estimate has been estimated using appropriate high-grade cuts, minimum mining widths and dilutions.
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Tonnes rounded to the nearest 1,000t, ounces rounded to the nearest 500oz.
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Refer to ASX announcement dated 2 July 2025 titled “Acquisition of Yandal Gold Project from Strickland Metals Ltd” for further details regarding the MRE.
Horse Well Gold Camp
The Horse Well Gold Camp is a large-scale gold system defined over a strike length of 4 kilometres. The system has strong potential to extend for at least the same distance under transported cover to the north, where previous shallow drilling is deemed to be largely ineffective (Figure 2).
The Project is adjacent to Northern Star’s Yandal Operations Centre, with the Horse Well Gold Camp located within 50 kilometres of the Jundee Gold Mine.
The Warmblood and Palomino Gold resources are currently the most advanced prospects within the broader Horse Well Gold Camp.
Drilling by Strickland in 2024 at the Horse Well Gold Camp delineated extensions to mineralisation both along strike and at depth, with significant results returned from the Warmblood, Palomino, Bronco and Marwari Gold Deposits.
Future drilling will focus on depth extensions at the Warmblood and Palomino deposits, where Mineral Resources and subsequent pit optimisations are limited by drilling depth and extent, with high-grade mineralisation present at the bottom of the pit shell and remaining completely open at depth and down plunge. Additional drilling will also be conducted along the 1.6km-long Marwari Trend, with a view of adding to the high-grade ounces at the Marwari and Filly North prospects, the 3 kilometre Bronco-Konik Trend and the 1.6 kilometre Marwari trend.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
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Figure 2. Horse Well Gold Camp topographic map showing mineralisation included in the MRE (dark red), unclassified mineralisation outside the MRE (blue) and mineralised trends delineated from AC drilling (pale red). Drill collar locations used in 2025 MRE for Horse Well displayed. Target zones for future drilling shown by yellow boxes.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
Horse Well Mining Licence Application
A Mining Lease application has been lodged for the Horse Well Gold Camp and Gateway will progress the application as a matter of priority. Upcoming work at the immediate Horse Well Gold Camp will include environmental and Native Title surveys.
Receipt of a Mining Licence is a critical step for unlocking significant value within the Horse Well Gold Camp and will pave the way for continued advancement of the project.
Dusk 'til Dawn Resource
Previous owners Strickland Metals Limited commissioned consulting group Trepanier to complete a JORC Mineral Resource Estimate for gold mineralisation at Dusk ‘til Dawn (Figure 3). Drilling is sufficiently detailed to enable geological and grade modelling to be completed with confidence.
Based on the work completed, an Inferred Mineral Resource above a cut-off of 0.5 g/t Au is defined over a 400-metre strike and to a depth of 200 metres and includes:[3]
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3,495,600 tonnes at 1.0 g/t Au for 108,900 ounces, including:
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Higher grade component of 987,400 tonnes at 1.6 g/t Au for 51,800 ounces above a cut-off of 1.0g/t Au.
Gateway believes that the current drilling and gold resource at Dusk ‘til Dawn is only a small part of a larger intrusion related gold system. Recent bottom-of-hole multi-element geochemistry and petrology work has identified a sanukitoid intrusion with elevated pathfinder geochemistry (Mo, Bi, Te and Cu) that covers 7.5 kilometres of strike.
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Figure 3. Dusk ‘til Dawn 108.9koz Resource Model coloured by Au ppm.
3Refer to ASX announcement dated 2 July 2025.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
Exploration Strategy
Gateway considers that the Yandal Project remains largely underexplored, with recent ground gravity acquisition and airborne magnetic re-processing, delineating several splay structures from the 75 kilometre Celia Shear zone that total an additional 90 kilometres of untested potential mineralised strike (Figure 4).
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Figure 4. Yandal Gold Project, highlighting new shear zones and target areas in relation to key gold prospect
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
While the Horse Well Gold Camp still has incremental resource growth potential, Gateway believes that the underlying value for the Company is to make a standalone discovery along one of these untested splay structures. The achieve this, the initial exploration focus will be on the Mustang Shear Zone, The Great Western Splay Corridor and the Dusk ‘til Dawn Gold Camp (Figure 5).
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Figure 5. Ongoing exploration work across the Mustang, Celie and Great Western Shear Zones.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
Great Western Splay Corridor
Recent results from gravity inversion modelling have successfully modelled the Great Western intrusion (Figure 6)[4] , as well as both the shear structures that wrap around the western contact of the unit. High grade surface gold anomalism maps the edge of this unit, and importantly it further emphasises that the limited historic drilling was conducted too far to the east of the main structural corridor (believed to be the source of the Mo-Bi-Te intersected in RC drilling), which remains entirely untested by drilling.
An extensive soil geochemical program is currently underway, with the results forming the basis of first pass drill target testing of this new structural corridor.
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Figure 6. Great Western Splay corridor showing soil anomalism, lag sampling and the mafic-intermediate contact.
Mustang Shear Zone
The Mustang Shear Zone is located along the eastern margin of the Archaean Basement granitoid, in an analogous setting to the Celia Shear Zone that follows the western margin of the same granitoid.
Up until this point, the geological controls across these mineralised shear zones have been poorly understood, with inconsistencies in historic drill logging failing to bring into context the significance of the area.
Gateway commissioned the collection of 604 (fresh) bottom of hole RAB and aircore samples from the historic drilling and submitted them for full multi element analysis.[5] These results were analysed and interpreted by Dr Nigel Brand, who identified two clear geological populations in the data – mafic volcanics, and felsic/intermediate volcanics.
4Refer to ASX announcement dated 3 September 2025.
5Refer to ASX announcement dated 29 August 2025.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
The contact between these two units accurately aligns with the recently identified Mustang and Celia Shear Structures (please refer to GML’s ASX announcement: 26 August 2025). More importantly, the structural contact between these same units is what hosts the highest grade gold mineralisation across the Horse Well Gold Camp.
Historic drilling consisted predominantly of shallow, vertical, wide-spaced (200m x 200m) RAB and aircore drilling, which largely failed to penetrate through the transported cover and test these primary mineralised structures.
Aircore drilling contractors have been engaged and a 25,000 metre aircore program will commence across Mustang from early-October 2025. Drilling will focus on targeting firstly the Mustang shear, then its convergence with the Celia shear, with a more detailed drill program design to be released to the market in due course.
Dusk ‘til Dawn Gold Camp
Following on from the initial 200 metre spaced gravity inversion modelling, this higher resolution 50 metre spaced dataset has better constrained both the Eastern and Western intrusive units (Figure 7).[6] The geochemically significant Au-Mo-Cu-Bi-Te trends and propylitic alteration corridors are clearly defined along structural lineaments, with the higher resolution survey also modelling these intrusive units to within 100 metres of surface.
The Eastern Target is a well-defined linear feature with coincident Au-Mo-Bi-Te-Cu on the western margin of the Eastern Intrusive. The Western Target however appears to be more structurally complex, with the Celia Shear wrapping around the western edge of this more deformed feature. Given the north-east orientation in the BOH geochemical anomalism across this target, this could potentially be highlighting a transform fault structure, with the main primary shear structure offset in this position. To better understand the geological setting associated with this anomalism, eight BOH samples were sent to Dr Tony Crawford for full petrological and lithogeochemical analysis.
Results identified that a potassic-rich (shoshonitic) sanukitoid intrusion, was emplaced into a sequence of fine grained metasediments that included both volcaniclastic metasediments and craton-derived metapelites. Given the recent demonstration by Geological Society of Western Australia (GSWA) of the association of Au mineralisation in the Yilgarn Craton with sanukitoid intrusions², the presence of sanukitoid intrusive magmatism at Dusk ‘til Dawn is very significant.
A 3D Induced Polarisation survey is currently being undertaken across the Dusk ‘til Dawn area, with the aim of mapping disseminated sulphide accumulations associated with the Au-Mo-Bi-Cu-Te anomalism. This program is on track to be completed by the end of this month, with diamond drilling to commence soon after.
6Refer to ASX announcement dated 9 September 2025.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
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Figure 7. 200 metre spaced Dusk ‘til Dawn inversion model in relation to BOH multi element geochemistry, key structural lineaments and the discovery of two zones of high temperature alteration (red shading) across the Western Intrusion.
Iroquois Project, Western Australia
As part of the Acquisition, the Company also acquired Strickland’s interest in the Iroquois Project. The Iroquois Project area is located to the north of the Yandal Project. The Iroquois Project is subject to a joint venture, 80% of which is held by Strickland who is also the manager of the Joint Venture.
The Earaheedy Basin margin is emerging as a significant new mineralised province and is highly prospective for zinc-lead discoveries. Strickland controls approximately 30km of strike of this basin margin.
Terms of the Acquisition
On completion of the Acquisition, which occurred on 19 August 2025, the Company issued to Strickland as consideration 1,500,000,000 in convertible preference shares in Gateway ( GML CP Shares ).
The GML CP Shares are convertible preference shares with limited voting rights which automatically converted into fully paid ordinary shares in Gateway on a one-for-one basis following the In-specie Distribution to eligible Strickland shareholders, which completed on 25 August 2025 ( In-specie Distribution ).
1,200,000,000 GML CP Shares were distributed to Strickland shareholders and Strickland retained 300,000,000 GML CP Shares.
Shareholder approval was obtained on 18 August 2025, and the Acquisition was completed on 19 August 2025.
All other conditions relating to the Acquisition have been satisfied.
For full details of the Acquisition, please refer to the Company’s announcement dated 30 June 2025 (and the Amendment Announcement dated 2 July 2025).
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
GLENBURGH SOUTH PROJECT
Subsequent to the 2025 Financial Year, the Company announced that it entered into a binding agreement to acquire an 80% interest in the Glenburgh South Project ( Transaction) .
This Transaction secures approximately 620 square kilometres of highly prospective ground within 10 kilometres of Benz Mining Corp’s 510Koz Glenburgh Gold Project (Figure 8).
Historic exploration by Normandy in 1994-95, confirmed the area's potential, identifying a series of significant gold anomalies from stream sediment samples. The samples indicate gold grades up to 6.6ppb, consistent with the gold grades found in the stream sediment samples taken across the nearby Glenburgh deposit.
One zone of anomalism in particular on E09/2632 was followed up with a program of closer spaced soil samples (400 metre by 200 metre spacings). In conjunction with this work, a regional ground gravity survey was re-processed with the results from both sets of work highlighting an anomalous 13-kilometre surface gold anomaly, positioned on an identical structure to the one that hosts the 510Koz Glenburgh gold deposit.
Refer to ASX announcement dated 15 September 2025 for further details relating to the Transaction.
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Figure 8. Gateway tenement acquisition (green) in relation to Benz Mining Corp’s Glenburgh Gold Project (blue).
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
MONTAGUE RANGE PROJECT AND BARRELMAKER GOLD PROJECT
Gateway’s Montague Range (formerly Montague East) and Barrelmaker Projects are located approximately 70km north of the township of Sandstone, Western Australia (Figure 9). The two projects comprise a consolidated area of ~1,000km[2] covering the southern extension of the Gum Creek Greenstone Belt. This represents one of the largest consolidated land holdings across the Sandstone region.
The Barrelmaker Gold Project has been the subject of historical exploration, however past drilling is considered to have been sub-optimal to test the mineralisation, and historical results were only finally fully compiled during the 2025 Financial Year.
Both projects are easily accessible from Perth via major sealed and well-formed gravel roads, with the town of Sandstone providing limited logistics support. The Projects are centrally located within a ~150km radius of five operational gold treatment facilities.
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Figure 9. Gateway Mining Limited – Sandstone Project Location Plan.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
Sale of Montague East Gold Rights
On 1 August 2024, the Company announced that it had entered into a binding tenement sale agreement ( Agreement ) with Brightstar Resources Limited (ASX: BTR) ( Brightstar ) to sell its tenements, including gold mineral rights ( Gold Rights ) at Montague East (Montague Range) ( Sale Tenements ) to Brightstar for total consideration comprising $14 million in cash and shares ( Transaction ).
On 2 October 2024, the Company announced that the Transaction had been completed.
The Company retains 100% of all other mineral rights (excluding the Gold Rights) ( Other Mineral Rights ) in the Sale Tenements.
The Company also retains legal and beneficial ownership of the tenements which make up Montague West (Barrelmaker Project) (including all mineral rights), which are not part of the Transaction.
As part of the Transaction, the Company received the following consideration ( Consideration ) for the sale of the Gold Rights within the Sale Tenements:
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$5 million cash payable on completion of the Transaction; and
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$7 million fully paid ordinary shares in Brightstar ( Consideration Shares ), comprising 466,666,667 Brightstar shares at an issue price of $0.015 per share.
The Company will also receive $2 million in fully paid ordinary shares in Brightstar ( Deferred Consideration ), upon the achievement of either of the following key milestones, being the commencement of commercial gold production at Montague East or the delineation of a 1Moz JORC compliant Mineral Resource at Montague East.
As a result of the Transaction, Brightstar acquired the Company’s Gold Rights within the Sale Tenements, including the Mineral Resource comprising 9,596,000t @ 1.6g/t Au for 507,000oz Indicated and Inferred (Gateway attributable out of a Total Mineral Resource of 526,000oz. See ASX release dated 27 September 2022 for full details of the Mineral Resource).
For further details regarding the Transaction please refer to the Company’s ASX announcement released on 1 August 2024.
Ongoing Exploration at Montague Range Project and Barrelmaker Gold Project
During the 2025 Financial Year, Gateway continued exploration activities consistent with its focus on extracting maximum value from both the Barrelmaker Gold Project (gold) and the Montague Range Project (copper-nickelplatinum group metals). Both of these projects have low holding costs and are in an area with minimal impediments to land access.
A detailed summary of the work completed at the Montague Range Project and Barrelmaker Gold Project during the 2025 Financial Year can be found within the following ASX releases (in chronological date order):
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5 July 2024 New Magmatic Cu-Ni-PGE Target Zone Identified at Flametree
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9 December 2024 GML Prepares for 2025 Targeted Exploration and BD Programs
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18 December 2024 Multiple Priority Targets Identified at Barrelmaker Project
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31 March 2025 Foundational Exploration Completed at Barrelmaker Project
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
EDJUDINA JOINT VENTURE (Gateway 20%, Latitude 66 Ltd 80%)
During the 2025 Financial Year the Company provided an update that Latitude 66 Ltd ASX:LAT ( LAT ) announced that it will undertake drilling activities on the highly prospective Edjudina Project located in the Laverton region of Western Australia. Gateway has a 20% free carried interest on a number of Edjudina tenements held by LAT via an unincorporated joint venture agreement.
The planned drilling program commenced in March 2025 and comprised of up to 9,000m of aircore drilling (AC) and potentially follow-up reverse circulation drilling (RC) to test multiple significant gold-in-soil surface anomalies, following on from previous exploration work completed across the Edjudina project area.
12 aircore holes for 748m are planned to test the southern extension of the previously defined Spartan anomaly.
For further details please refer to LAT’s ASX announcement dated 10 March 2025.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
MINERAL RESOURCE STATEMENT
Yandal Project
As at the date of this report, and following the acquisition of the Yandal Project from Strickland Metals Limited which completed on 19 August 2025, the Company’s Mineral Resource estimate at its Yandal Project is:
Table 2: Yandal Inferred Mineral Resource Estimate
| Prospect | Tonnes (t) | Au (g/t) | Au (oz) | Cut-off |
|---|---|---|---|---|
| Palomino Pit | 1,963,000 | 1.84 | 116,000 | 0.5 |
| Palomino UG | 155,000 | 2.69 | 13,500 | 2.0 |
| Palomino Total | 2,118,000 | 1.90 | 129,500 | - |
| Warmblood | 1,656,000 | 2.37 | 126,000 | 0.5 |
| Filly | 581,000 | 1.15 | 21,500 | 0.5 |
| Bronco | 324,000 | 1.38 | 14,500 | 0.5 |
| HWGC Subtotal | 4,679,000 | 1.94 | 291,500 | - |
| Dusk'til Dawn | 3,495,600 | 1.00 | 108,900 | 0.5 |
| Yandal Project Total | 8,174,600 | 1.52 | 400,400 |
Table Notes:
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Mineral Resources are based on JORC Code Definitions as defined by the Australasian Code for Reporting Results, Mineral Resources and Ore Reserves.
-
All figures are rounded to reflect appropriate levels of confidence. Apparent differences may occur due to rounding.
-
The Mineral Resource Estimate has been estimated using appropriate high-grade cuts, minimum mining widths and dilutions.
-
Tonnes rounded to the nearest 1,000t, ounces rounded to the nearest 500oz.
-
Refer to ASX announcement dated 2 July 2025 titled “Acquisition of Yandal Gold Project from Strickland Metals Ltd” for further details regarding the MRE.
For full details regarding the Yandal Project Mineral Resource Estimate refer to ASX announcement dated 2 July 2025 titled “Acquisition of Yandal Gold Project from Strickland Metals Ltd”.
Montague Project
The Montague Project had a Mineral Resource of 10,073,000t @ 1.6g/t Au for 526,000oz Au (507,000oz Au attributable to GML), classified as Indicated and Inferred (Table 2) reported in accordance with the JORC Code (2012).
However, during the 2025 Financial Year, as a result of the Transaction with Brightstar, Brightstar acquired the Company’s Gold Rights within the Sale Tenements, including the Montague Project Mineral Resource comprising 9,596,000t @ 1.6g/t Au for 507,000oz Indicated and Inferred (Gateway attributable out of a Total Mineral Resource of 526,000oz. See ASX release dated 27 September 2022 for full details of the Mineral Resource). Therefore as at the date of this report, the Company owns no mineral resources at the Montague Project.
Full details of the Whistler Mineral Resource are provided in the ASX Release dated 3 October 2019, and full details of the Montague-Boulder, Evermore and Achilles Nth/Airport Mineral Resources are provided in the ASX Release dated 14 December 2021. Full details of the Julias Mineral Resource are provided in the ASX release dated 27 September 2022.
Table 2: Montague Project – September 2022 Mineral Resource Estimate Summary
| Indicated | Indicated | Inferred | Inferred | Inferred | Montague Project Total | Montague Project Total | Montague Project Total | GML Attributable Total | GML Attributable Total | GML Attributable Total | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Deposit | **Tonnes (t) ** | Au Grade (g/t) |
Au Ounces (oz) |
Tonnes (t) | Au Grade (g/t) |
Au Ounces (oz) |
Tonnes (t) | Au Grade (g/t) |
Au Ounces (oz) |
Tonnes (t) |
Au Grade (g/t) |
Au Ounces (oz) |
| Montague-Boulder Whistler Evermore Achilles Nth/Airport Julias ** |
522,000 221,000 1,405,000 |
4.0 2.0 1.4 |
67,000 14,000 61,000 |
2,556,000 1,700,000 1,319,000 1,847,000 503,000 |
1.2 2.2 1.6 1.4 1.0 |
96,000 120,000 67,000 85,000 16,000 |
3,078,000 1,700,000 1,319,000 2,068,000 1,908,000 |
1.7 2.2 1.6 1.5 1.3 |
163,000 120,000 67,000 99,000 77,000 |
3,078,000 1,700,000 1,319,000 2,068,000 1,431,000 |
1.7 2.2 1.6 1.5 1.3 |
163,000 120,000 67,000 99,000 58,000 |
| Total | 2,148,000 | 2.1 | 142,000 | 7,925,000 | 1.5 | 384,000 | 10,073,000 | 1.6 | 526,000 | 9,596,000 | 1.6 | 507,000 |
- Table Notes : Montague-Boulder, Evermore, Julias Achilles Nth/Airport Mineral Resources reported above 0.6g/t Au Whistler Mineral Resource reported above 0.5g/t Au for open pit and 2.0g/t Au for underground
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
Rounding errors may occur
Julias located on M57/427, which is owned 75% Brightstar 25% Estuary Resources Pty Ltd
Governance and Quality Control
Only drill samples collected via Reverse Circulation (RC) or diamond drilling methods have been utilised in the calculation of these Mineral Resource estimates. All samples have been analysed by appropriate assay techniques utilising certified commercial assay laboratories.
All drill hole data utilised in the calculation of these Mineral Resource estimates is stored in-house within a commercially available purpose designed database management system and subjected to industry standard validation procedures.
Quality control on resource drill programs have been undertaken to industry standards with implementation of appropriate Certified Reference Material (CRM) assay standards, sample duplicates and repeat analyses.
The Company’s Mineral Resources Statement has been compiled in accordance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2012 Edition), Chapter 5 of the ASX Listing Rules and ASX Guidance Note 31, by external Resource estimation consultants who are recognised as Competent Persons under the JORC Code 2012 edition. All Mineral Resource estimates have been reviewed and validated by Gateway technical staff.
The Mineral Resources Statement is based on, and fairly represents, information and supporting documentation prepared by the respective competent person named below.
COMPETENT PERSON STATEMENT
The information in this report that relates to Exploration Results at the Yandal Project is based on information compiled or reviewed by Mr Richard Pugh who is the Chief Executive Officer of the Company and is a current Member of the Australian Institute of Geoscientists (AIG). Mr Pugh owns shares in Gateway Mining Ltd. Mr Pugh has sufficient experience, which is relevant to the style of mineralisation and types of deposit under consideration and to the activities undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Pugh consents to the inclusion in the report of the matters based on the information in the form and context in which it appears.
The information in this report that relates to Exploration Results at the Montague Range Project and Barrelmaker Project is based on information compiled or reviewed by Mr Peter Langworthy, Director of Omni GeoX Pty Ltd and consultant to Gateway and who is a current Member of the AUSIMM. Mr Langworthy owns shares and options in Gateway Mining Ltd. Mr Langworthy has sufficient experience, which is relevant to the style of mineralisation and types of deposit under consideration and to the activities undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Langworthy consents to the inclusion in the report of the matters based on the information in the form and context in which it appears.
The information in this report that relates to Mineral Resources for the Horse Well and Dusk ‘til Dawn Gold Camps at the Yandal Project in Western Australia is based on information compiled and reviewed by Mr Michael Martin who is a Director at Omni GeoX Pty Ltd and consultant to Gateway and a Member of the Australian Institute of Geoscientists (AIG). Mr Martin owns shares in Gateway Mining Ltd. Mr Martin has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration to qualify as a Competent Person for resource estimation as defined in the 2012 Edition of the “Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Martin consents to the inclusion in the report of the matters based on the information in the form and context in which it appears.
19
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
MINING TENEMENTS
The consolidated tenement holdings of the Group held at the end of the 2025 Financial Year are as follows:
| Project | Tenement | Owner |
|---|---|---|
| GIDGEE | E53/2108# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (GoldRights) |
| GIDGEE | E57/1039 | Gateway Mining 51%, Golden Mile Resources 49%, GML Currently earning up to 80% interest |
| GIDGEE | E57/1040 | Gateway Mining 51% Golden Mile Resources 49%, GML currently earning up to 80% interest |
| GIDGEE | E57/1057 | Gateway Projects WA |
| GIDGEE | E57/1060# | Gateway Mining 80% (non-gold mineral rights) Brightstar Resources 80% (Gold Rights) Element2520% (All mineral rights) |
| GIDGEE | E57/1067 | Gateway Projects WA |
| GIDGEE | E57/1145# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| GIDGEE | E57/1147# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| GIDGEE | P57/1409# | Gateway Projects WA (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| GIDGEE | P57/1410# | Gateway Projects WA (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| GIDGEE | P57/1411# | Gateway Projects WA (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| GIDGEE | P57/1413# | Gateway Projects WA (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| GIDGEE | P57/1458 | Gateway Mining |
| GIDGEE | P57/1460 | Gateway Mining |
| GIDGEE | P57/1494*# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (GoldRights) |
| GIDGEE | P57/1495*# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (GoldRights) |
| GIDGEE | P57/1496*# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (GoldRights) |
| KALUWIRI | E53/2340*# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| GIDGEE | E53/2365* | Gateway Mining |
| KALUWIRI | E57/1171 | Gateway Mining |
| KALUWIRI | E57/1215# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| KALUWIRI | E57/1423*# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| KALUWIRI | E57/1424*# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (GoldRights) |
| KALUWIRI | E57/1426 | Gateway Mining |
| KALUWIRI | E57/1430 | Gateway Mining |
| KALUWIRI | E57/1441# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| KALUWIRI | E57/1453 | Gateway Mining |
| KALUWIRI | E57/1454* | Gateway Mining |
| GIDGEE | E57/1468* | Gateway Mining |
| GIDGEE | E57/1469* | Gateway Mining |
| GIDGEE | E57/1470* | Gateway Mining |
| GIDGEE | E57/1471* | Gateway Mining |
20
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
| Project | Tenement | Owner |
|---|---|---|
| KYARRA | E51/2204* | Gateway Mining |
| MONTAGUE | E57/0405# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| MONTAGUE | E57/0417# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| MONTAGUE | E57/0687# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| MONTAGUE | E57/0793# | Gateway Mining 75% (non-gold mineral rights) Brightstar Resources 75% (Gold Rights) EstuaryResources25% (All mineral rights) |
| MONTAGUE | E57/0807# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (GoldRights) |
| MONTAGUE | E57/0823# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| MONTAGUE | E57/0824# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| MONTAGUE | E57/0874# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| MONTAGUE | E57/0875# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| MONTAGUE | E57/0888# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| MONTAGUE | E57/0945# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| MONTAGUE | E57/1004# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| MONTAGUE | E57/1005# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (Gold Rights) |
| MONTAGUE | M57/0048# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (GoldRights) |
| MONTAGUE | M57/0098# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (GoldRights) |
| MONTAGUE | M57/0099# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (GoldRights) |
| MONTAGUE | M57/0217# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (GoldRights) |
| MONTAGUE | M57/0429# | Gateway Mining 75% (non-gold mineral rights) Brightstar Resources 75% (Gold Rights) Estuary Resources 25% (All mineral rights) |
| MONTAGUE | M57/0485# | Gateway Mining 75% (non-gold mineral rights) Brightstar Resources 75% (Gold Rights) EstuaryResources25% (All mineral rights) |
| MOUNT MARION | E57/1113# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (GoldRights) |
| OLD GIDGEE | E57/1095# | Gateway Mining (All non-gold mineral rights) Brightstar Resources (GoldRights) |
| EDJUDINA | E39/1765 | Latitude 66 80% Gateway Projects WA 20% |
| EDJUDINA | E39/1882 | Latitude 66 80% Gateway Projects 20% |
Table Notes:
*Tenement application, approval pending. #Brightstar Resources Limited (ASX:BTR) owns the gold rights on these tenements. Legal ownership of the tenements in the process of being transferred to Brightstar in accordance with transaction announced 1 August 2024.
21
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
Following the acquisition of the Yandal Project from Strickland Metals Limited, which completed subsequent to the 2025 Financial Year, the Company also now has ownership in the following tenements:
| Yandal Project, Western Australia | Yandal Project, Western Australia | Yandal Project, Western Australia | Yandal Project, Western Australia |
|---|---|---|---|
| Tenement Holder | Location | Tenement Number |
Percentage owned |
| PPG Yandal Pty Ltd – Application | WA | M69/147 | 100%1 |
| PPG Yandal Pty Ltd – Granted | WA | E69/1772 | 100%1 |
| PPG Yandal Pty Ltd – Granted | WA | E53/1466 | 100%2 |
| PPG Yandal Pty Ltd – Granted | WA | E53/1471 | 100%2 |
| PPG Yandal Pty Ltd – Granted | WA | E69/2765 | 100%2 |
| PPG Yandal Pty Ltd – Granted | WA | E53/1924 | 100%2 |
| PPG Yandal Pty Ltd – Granted | WA | E69/2492 | 100%2,3 |
| PPG Yandal Pty Ltd – Granted | WA | E69/3427 | 100%2 |
| PPG Yandal Pty Ltd – Granted | WA | E69/2820 | 80%4 |
| PPG Yandal Pty Ltd – Granted | WA | E53/1548 | 75%2,5,6 |
| PPG Yandal Pty Ltd – Granted | WA | E53/1835 | 75%2,5,6 |
| PPG Yandal Pty Ltd – Granted | WA | E53/1970 | 75%2,5,6 |
| PPG Yandal Pty Ltd – Granted | WA | E53/1971 | 75%2,5,6 |
| PPG Yandal Pty Ltd – Granted | WA | E53/2265 | 75%2,5,6 |
| PPG Yandal Pty Ltd – Granted | WA | E53/2266 | 75%2,5,6 |
| PPG Yandal Pty Ltd – Granted | WA | E69/3929 | 100%2 |
| PPG Yandal Pty Ltd – Granted | WA | E53/2179 | 100%2 |
| PPG Yandal Pty Ltd – Granted | WA | E53/2177 | 100%2 |
| PPG Yandal Pty Ltd – Granted | WA | E53/2178 | 100%2 |
| PPG Yandal Pty Ltd – Granted | WA | E53/2180 | 100%2 |
| PPG Yandal Pty Ltd – Granted | WA | E53/2153 | 100%2 |
| PPG Yandal Pty Ltd – Granted | WA | E53/2154 | 100%2 |
| PPG Yandal Pty Ltd – Granted | WA | E69/3811 | 100%2 |
| PPG Yandal Pty Ltd – Granted | WA | E53/2160 | 100%2 |
| PPG Yandal Pty Ltd – Granted | WA | E53/2357 | 75%2,5,6 |
Notes
-
1% Gross Revenue Royalty held by MW Royalty Co Pty Ltd.
-
1% Gross Revenue Royalty held by L11 Capital Pty Ltd.
-
Wayne Jones 2% NSR.
-
Gibb River Diamonds Limited retains 20% free carried to BFS.
-
25% free carried by Zebina Minerals Pty Ltd as part of Exploration Joint Venture Agreement.
-
0.5% Net Smelter Royalty to Renegade Exploration Limited over a 75% interest in these tenements.
22
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
CORPORATE ACTIVITIES
Leadership Transition
During the 2025 Financial Year, having overseen the completion of the Brightstar Transaction, Mark Cossom made the decision to step down from the Gateway Board as Managing Director after five years in the role.
During his tenure, Gateway consolidated a significant 1,000km[2] tenement position in the Sandstone gold district and delivered significant growth in the resource inventory at the Montague Gold Project to over half a million ounces, culminating in the recently announced Transaction with Brightstar.
Mr Cossom continues to provide strategic consulting services to Gateway on a part-time basis.
Mr Peter Langworthy, transitioned to Executive Chair to oversee the Company’s transition into its next chapter of growth.
Appointment of Non-Executive Director
On 29 May 2025, the Company the appointed highly experienced geologist and mining director Mr David Crook as Non-Executive Director.
David Crook is a geologist and company director with over 40 years’ experience. Mr Crook is considered an expert gold explorer and has a strong background in base and battery metals.
He was the inaugural Managing Director of Pioneer Resources Limited, a role he held for 16 years. During this period of time, David managed the team that discovered and developed the Sinclair Caesium Deposit, and also discovered the Dome North Spodumene Deposit, that ultimately resulted in the takeover by Develop Limited.
Change of Share Registry
During the 2025 Financial Year, the Company announced that from 21 June 2025 the responsibility for the Company’s share registry services was transferred from Automic Pty Ltd to Xcend Pty Ltd.
Expiry of Options and Performance Rights
During the 2025 Financial Year, the Company announced that the following options and performance rights had expired:
-
2,500,000 performance rights expiring on 28 November 2024; and
-
17,647,107 unlisted options expiring on 15 December 2024 with exercise price of $0.30 per option.
Financial Results
The loss of the Group for the 2025 Financial Year after providing for income tax amounted to $2,436,236 compared to a loss of $1,666,569 for the previous year.
The Group incurred exploration expenditure of $1,364,870 during the 2025 Financial Year (2024: $2,326,742).
The Group’s cash and cash equivalents at 30 June 2025 was $3,768,339 (2024: $1,402,795).
The total net assets of the Group at 30 June 2025 stand at $30,306,192 (2024: $26,243,073) of which investment in exploration expenditure accounts for $17,584,297 (2024: $26,056,573).
The Group is a mining exploration entity, and as such does not earn income from the sale of product. No dividends have been declared or paid during the 2025 Financial Year.
23
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
DIRECTORS AND COMPANY SECRETARY
The names and details of the directors and the Company Secretary of the Group in office at the date of this report are as follows:
Andrew Bray - Executive Chair (appointed 25 August 2025)
BEc/LLB (Hons I)
Mr Bray has over 15 years of experience in the formation, financing and development of natural resources companies. Mr Bray holds a Bachelor of Economics and Bachelor of Laws (Hons 1) from the University of Sydney. Mr Bray is a foundation shareholder and past Chief Executive Officer of Strickland Metals Limited.
Anthony McClure - Non-Executive Director (appointed 25 August 2025)
BSc (Geology)
Mr McClure has had 35 years technical, management and financial experience in the resource sector worldwide in project management and executive development roles. Mr McClure has also worked in the financial services sector within the mineral and energy sectors. Mr McClure has a Bachelor of Science (Geology) degree. Mr McClure is currently Chairman of Strickland Metals Limited. Mr McClure was a past director of Silver Mines Limited, Bolnisi Gold NL, Nickel Mines Limited, European Gas Limited and Santana Minerals Limited.
During the past three years, Mr McClure was Managing Director of Silver Mines Limited until his retirement from that role in December 2023.
David Crook - Non-Executive Director
BSc, GAICD, MAIG, MAusIMM
Mr David Crook is a geologist and company director with over 40 years’ experience. He has worked on a range of commodities including lithium, caesium, nickel and gold, and has managed teams with a good discovery record. Mr Crook is considered an expert gold explorer and has a strong background in base and battery metals. He was the inaugural Managing Director of Pioneer Resources Limited, a role he held for 16 years. During this period of time, David managed the team that discovered and developed the Sinclair Caesium Deposit, and also discovered the Dome North Spodumene Deposit, that ultimately resulted in the takeover by Develop Limited.
Mr Crook is currently Managing Director of Tyranna Resources Ltd.
David Morgan - Non-Executive Director (appointed 25 September 2025)
Mr David Morgan is a mining engineer and mechanical engineer with 40 years’ experience in the mining industry in Australia and Africa. He has previously held a number of executive development and mine operations roles involving project engineering, maintenance and contract earthmoving for companies such as Rio Tinto, Macmahon and WMC Resources. He was General Manager Operations for Equigold in Queensland and was also General Manager Mining and Metallurgy for Sundance Resources Mbalam Iron Ore Project.
Mr Morgan was previously a director of Discovex Resources Ltd and Strickland Metals Ltd.
Mr Morgan is currently non-executive director of Nagambie Resources Limited.
Richard Pugh – Chief Executive Officer
BSc (Exploration & Resource Geology), MAIG
Mr Pugh has over 18 years industry experience, having previously been employed as Executive Technical Director at Strickland Metals Limited, and a Senior Consulting Geologist and Exploration Manager for Auris Minerals Ltd, Mr Pugh has a bachelor’s degree in Exploration and Resource Geology from Cardiff University and is also a member of the Australian Institute of Geoscientists (AIG).
Mr Pugh is currently Non-Executive Director of Strickland Metals Limited.
24
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
Peter Langworthy - Non-Executive Director (resigned 25 September 2025)
BSc (Geology) (Hons) MAusIMM
Mr Langworthy is one of Western Australia’s best known mining executives, with a distinguished career spanning more than 34 years in mineral exploration and project development. He is best known for his role leading the exploration team at Jubilee Mines NL, overseeing several major discoveries leading to its $3.3 billion acquisition by Xstrata.
He has held senior management roles with WMC Resources and PacMin Mining and also played key roles as a founding Director of ASX-listed Capricorn Metals Limited and Northern Star Resources Limited. He has previously served as a non-executive Director of Talisman Mining, Falcon Minerals and Pioneer Resources.
Peter Lester - Non-Executive Director (resigned on 25 August 2025)
BE (Mining Hons, Mining Engineering)
Mr Peter Lester is a mining engineer with over 40 years’ experience, including in operational and senior corporate roles with major Australian mining companies Newcrest Mining Ltd, Oxiana/Oz Minerals Ltd and Citadel Resources Group Ltd. Mr Lester was non-executive Chairman of Doray Minerals Ltd, and is currently non-executive Chairman of Aurora Energy Metals Limited.
Trent Franklin - Non-Executive Director (resigned on 25 August 2025)
BSc (Geology)
Mr Trent Franklin is a qualified geologist with a strong track record of corporate experience. He is currently the Managing Director of Enrizen Financial Group and formerly a director of the Australian Olympic Committee Inc. and Australian Water Polo Inc. He is also an Associate of the Australian Institute of Company Directors. Furthermore, Mr Franklin is currently director of Strickland Metals Limited (since April 2021) and company secretary of Silver Mines Limited.
Kar Chua - Company Secretary
B.Com (Accounting and Corporate Finance)
Mr Kar Chua is a member of the Chartered Accountants Australia and New Zealand. He has a range of experience in assisting a number of ASX-listed companies with their reporting, company secretarial and accounting functions, in addition to having a background in financial reporting for the Australia/New Zealand operations of a substantial multinational group.
25
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
DIRECTORS’ MEETINGS
During the 2025 Financial Year, 7 meetings of directors (including committees) were held.
| Meetings eligible to attend | Meetings attended | |
|---|---|---|
| Trent Franklin | 7 | 7 |
| Mark Cossom | 4 | 4 |
| Peter Lester | 7 | 7 |
| Peter Langworthy | 7 | 7 |
| David Crook1 | 1 | 1 |
| Andrew Bray2 | 0 | 0 |
| Anthony McClure2 | 0 | 0 |
| David Morgan3 | 0 | 0 |
-
Appointed on 29 May 2025.
-
Appointed on 25 August 2025.
-
Appointed on 25 September 2025.
The Group does not have a separate Audit Committee as this function is performed by the Board.
ENVIRONMENTAL REGULATION
The Group’s operations are subject to various environmental regulations under Western Australian State Legislation and Regulations. The directors are not aware of any material breaches during the financial year.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Except as otherwise disclosed in this report, there were no significant changes in the Company’s state of affairs occurred during the 2025 Financial Year.
FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES
Other than as discussed in the operations review, the directors believe, on reasonable grounds, that it would unreasonably prejudice the interests of the Group if any further information on likely developments, future prospects and business strategies in the operations of the Group and the expected results of these operations, were included herein.
26
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
MATERIAL BUSINESS RISKS
The Board believes that the identification and mitigation of risk is integral to enhancing the efficacy of its operations, safeguarding employee wellbeing, and ensuring that the Company is in the best possible position to achieve its business objectives.
Acknowledging that they evolve over time, the Board regularly evaluates potential uncertainties and issues that may adversely affect the Company’s strategy, assets and financial and operational performance. Upon review, measures are implemented or adjusted to minimise these risks accordingly.
Outlined below are the principal risks identified by the Board. The Board recognises that this list should not be considered as exhaustive, as there may be other risks to which the Company is exposed.
Exploration risks
The Company’s financial performance depends on the successful exploration and/or acquisition of resources or reserves and commercial production therefrom. There is no guarantee that further significant mineralisation will be identified and even if identified, that such mineralisation can be successfully developed and economically mined. Exploration and drilling programs are designed to discover new exploration targets for development, as well as improve confidence in existing targets throughout the development stages of exploration projects to feasibility study level. Further, major expenditure may be required to deliver the Company to the point where it is revenue-generating.
Exploration results that include drill results on wide spacings may not be indicative of the occurrence of a mineral deposit. Such results do not provide assurance that further work will establish sufficient grade, continuity, metallurgical characteristics, and economic potential to be classed as a category of mineral resource. The potential quantities and grades of drilling targets are conceptual in nature and, there has been insufficient exploration to define a mineral resource, and it is uncertain if further exploration will result in the targets being delineated as mineral resources.
Operational risks
The Company is dependent on contractors and suppliers to supply vital services to its operations. The Company is therefore exposed to the possibility of adverse developments in the business environments of its contractors and suppliers, which may affect the financial performance of the Company.
Mineral Resources and Ore Reserve Estimates
The estimation of Mineral Resources and Ore Reserves are expressions of judgement based on knowledge, experience and industry practice. The reported estimates, which were valid when originally estimated, may alter significantly when new information or techniques become available. As new information is obtained through additional drilling and analysis, Mineral Resources and Ore Reserve estimates are likely to change. This may result in alterations to exploration, development and production plans which may, in turn, positively or negatively affect the Company’s operations and financial position. In addition, by their very nature, Mineral Resources and Ore Reserves estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Resource and Reserve estimates may also be impacted by material changes in the gold price, in costs and changes to operations.
Grant and renewal of permits
The Company’s exploration activities are dependent upon the maintenance (including renewal) of the tenements in which the Company has or acquires an interest. Maintenance of the Company’s tenements is dependent on, among other things, its ability to meet the licence conditions imposed by relevant authorities including minimum annual expenditure requirements which, in turn, is dependent on it being sufficiently funded to meet those expenditure requirements. Although the Company has no reason to think that the tenements in which it currently has an interest will not be renewed, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed by the relevant granting authority.
The Company also has tenement applications. There can be no guarantee that the tenement applications will be granted, or if they are granted, that they will be granted in their entirety. If the tenement applications are not granted, the Company will not acquire an interest in these tenements. The tenement applications therefore should not be considered as assets or projects of the Company.
27
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
Environmental risks
The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.
Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or noncompliance with environmental laws or regulations.
The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive.
Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programs or mining activities.
Future capital requirements
The Company has no operating revenue and is unlikely to generate any operating revenue unless and until its projects are successfully developed and production commences. Exploration and development involve significant financial risk and capital investment, and the Company may require further capital to achieve its ultimate strategy of transitioning from explorer to producer.
Additional equity financing, if available, may be dilutive to shareholders and/or occur at prices lower than the market price. Debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed it may be required to reduce the scope of its exploration operations.
Minimum expenditure requirements
In order to maintain an interest in the tenements in which the Company is involved, the Company is committed to meet the conditions under which the tenements were granted and the obligations of the Company are subject to minimum expenditure commitments required by Australian mining legislation. The extent of work performed on each tenement may vary depending upon the results of the exploration program which will determine the prospectivity of the relevant area of interest. As at the date of this report, the Company is not in breach of its minimum expenditure commitments. There is a risk that if the Company fails to satisfy these minimum expenditure requirements at the time of expiry, the Company may be required to relinquish part or all of its interests in these licences. Accordingly, whilst there is no guarantee that the Australian authorities will grant the Company an extension of the licences, the Company is not aware of any reason why the tenements would not be renewed upon expiry.
Regulatory risks
The Company’s exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, conditions including environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production, and rehabilitation activities.
Obtaining necessary permits can be a time consuming process and there is a risk that the Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties, or other liabilities.
28
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
Occupational health and safety
Site safety and occupational health and safety outcomes are a critical element in the reputation of the Company. While the Company has a strong commitment to achieving a safe performance on site and will adopt industry appropriate workplace health and safety policies, a serious site safety incident could impact upon the reputation and financial outcomes for the Company. Additionally, laws and regulations as well as the requirements of customers may become more complex and stringent or the subject of increasingly strict interpretation and/or enforcement. Failure to comply with applicable regulations or requirements may result in significant liabilities, to suspended operations and increased costs. Industrial accidents may occur in relation to the performance of the Company’s services. Such accidents, particularly where a fatality or serious injury occurs, or a series of such accidents occurs, may have operational and financial implications for the Company which may negatively impact on the financial performance and growth prospects for the Company.
Exploration costs
The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.
Native title risk
Access to land for exploration purposes can be adversely affected by land ownership, including private (freehold) land, pastoral lease and native title land or claims under the Native Title Act 1993 (Cth) ( NTA ) (or similar legislation in the jurisdiction where the Company operates). The effect of the NTA is that existing and new tenements held by the Company may be affected by native title claims and procedures.
There is a risk that a determination could be made that native title exists in relation to land the subject of a tenement held or to be held by the Company which may affect the operation of the Company’s business and development activities. In the event that it is determined that native title does exist or a native title claim has been registered, the Company may need to comply with procedures under the NTA in order to carry out its operations or to be granted any additional rights required. Such procedures may take considerable time, involve the negotiation of significant agreements, may involve access rights, and require the payment of compensation to those persons holding or claiming native title in the land the subject of a tenement.
Potential acquisitions and investments
The Company may pursue and assess other new business opportunities in the resource sector. These new business opportunities may take the form of direct project acquisitions, investments, joint ventures, farm-ins, acquisition of tenements and permits, and/or direct equity participation. Such transactions (whether completed or not) may require the payment of monies (as a deposit and/or exclusivity fee) after only limited due diligence or prior to the completion of comprehensive due diligence. There can be no guarantee that any proposed acquisition will be completed or be successful. If the proposed acquisition is not completed, monies advanced may not be recoverable, which may have a material adverse effect on the Company. If an acquisition is undertaken, the Directors will need to reassess at that time, the funding allocated to current projects and new projects, which may result in the Company reallocating funds from other projects and/or raising additional capital (if available). Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks associated with the new acquisition and business activities will remain.
Heritage and sociological risk
Some of the tenements that the Company proposes to explore and potentially mine may be of significance from a heritage or sociological perspective, including Native Title issues. Some sites of significance may be identified within the tenements and the Company may be hindered by legal and cultural restrictions on exploring or mining those tenements. There is significant uncertainty associated with Native Title in Australia and this may impact on the Company’s operations and future plans.
29
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
Commodity and currency price risk
It is anticipated that any future revenues derived from mining will primarily be derived from the sale of gold and other metals. Consequently, any future earnings are likely to be closely related to the price of gold and other mined commodities.
Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand for metals, forward selling by producers and production cost levels in major metal- producing regions.
Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency. As a result, the Company is exposed to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets, which could have a material effect on the Company’s operations, financial position (including revenue and profitability) and performance. The Company may undertake measures, where deemed necessary by the Board, to mitigate such risks.
RISK MANAGEMENT
The Group manages the risks listed above, and other day to day risks through an established risk management framework. The Group’s risk reporting and control mechanisms are designed to ensure strategic, safety, environment, operational, legal, financial, tax, reputational and other risks are identified, assessed and appropriately managed.
The financial reporting and control mechanisms are reviewed during the year by management, the Board and the external auditor.
Senior management and the Board regularly review the risk portfolio of the business and the effectiveness of the Group’s management of those risks.
30
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
REMUNERATION REPORT
The remuneration report, which has been audited, outlines key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its regulations.
Directors’ and Specific Executives’ (being key management personnel) Remuneration
The Group’s policy for determining the nature and amount of emoluments of board members and executives are as follows:
Group officers and directors are remunerated to a level consistent with the size of the Group. The Group’s aim is to remunerate at a level that will attract and retain suitably qualified directors and employees.
The remuneration of non-executive directors is determined by the Board. This remuneration is by way of a fixed fee and may be supplemented by the issue of incentive options as approved by shareholders in a general meeting of the Group.
The remuneration structure for executive officers is based on a number of factors including experience of the individual concerned and their overall performance. The contracts for service between the Group and executives are on a fixed basis the terms of which are not expected to change in the immediate future.
As the Group is a mining exploration entity, it does not earn any revenue from the sale of product. The Group is therefore reliant on raising capital to continue operations. Consequently, the directors are very mindful of keeping cash remuneration to minimum levels. The Board may consider other non-cash remuneration in the future should it be required to attract and maintain particular talent.
The Board is of the opinion shareholder interests have been well looked after by keeping cash remuneration levels low relative to many industry peers.
Directors and Specified Executives’ (being key management personnel) Interests
As at 30 June 2025, the interests of the directors and specified executives in the shares and options of the Group were as below.
31
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
REMUNERATION REPORT (CONTINUED)
Shareholdings of Key Management Personnel
The number of shares held directly, indirectly or beneficially, by each Key Management Person, including their controlled entities, are as follows:
2025
| Key Management Person |
Balance at the start of the year |
Net changes during the year | Net changes during the year | Net changes during the year | Balance at the end of the year |
|
|---|---|---|---|---|---|---|
| Granted during the year as compensation |
Received during the year on the exercise of an option |
Other changes | Shares held at date of KMP Resignation |
|||
| Trent Franklin1 | 12,904,234 | - | - | 6,000,000 | - | 18,904,234 |
| Peter Lester3 | 704,546 | - | - | 600,000 | - | 1,304,546 |
| Peter Langworthy4 | 27,663,393 | - | - | 3,000,000 | - | 30,663,393 |
| David Crook5 | - | - |
- | - | - | - |
| Former Directors | ||||||
| Mark Cossom2 | 1,356,886 | - | - | - | (1,356,886) | - |
-
Mr Franklin’s shares are indirectly held in entities Accrecap Pty Ltd, Penklin Pty Ltd, Stashcap Pty Ltd and Enable Investment Manager Pty Ltd, of which Mr Franklin is a director of these companies.
-
Mr Cossom resigned as director of the Company on 01 October 2024. During his tenure he held shares indirectly through Mark William Cossom and Kelly Jean Cossom ATF The Cossom Family Trust (Trustee and beneficiary).
-
Mr Lester’s Shares are indirectly held in PNS (Holdings) Pty Ltd ATF PNS Superannuation Fund of which Mr Lester is a director.
-
Mr Langworthy indirectly holds 17,798,117 Shares in the Company through Omni GeoX Pty Ltd of which he is a director, 3,866,667 shares in the Company through Crest Investment Group Limited, 5,095,308 shares and 2,380,254 options through Jericho Exploration Pty Ltd, 916,290 shares jointly with Carolyn Paule Langworthy and 2,987,011 shares jointly with Carolyn Paule Langworthy ATF The Langworthy Super Fund. Mr Langworthy was appointed as director of the Company on 28 May 2024 and subsequently transitioned to Executive Chair on 01 October 2024.
-
Mr Crook was appointed as a director on 29 May 2025.
32
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
REMUNERATION REPORT (CONTINUED)
2024
| Key Management Person | Balance at the start of the year |
Net changes during the year | Net changes during the year | Net changes during the year | Balance at the end of the year |
|
|---|---|---|---|---|---|---|
| Granted during the year as compensation |
Received during the year on the exercise of an option |
Other changes | Shares held at date of KMP Resignation |
|||
| Trent Franklin1 | 10,176,961 | - | - | 2,727,273 | - | 12,904,234 |
| Mark Cossom | 1,056,886 | - | - | 300,000 | - | 1,356,886 |
| Kar Chua4 | 311,537 | - | - | - | - | 311,537 |
| Peter Lester5 | 250,000 | - | - | 454,546 | - | 704,546 |
| Peter Langworthy6 | - | - |
- | 27,663,393 | - | 27,663,393 |
| Former Directors | ||||||
| Scott Brown2 | 972,757 | - | - | 227,273 | (1,200,030) | - |
| Debra Fullarton3 | 713,334 | - | - | 500,000 | (1,213,334) | - |
-
Mr Franklin’s shares are indirectly held in entities Accrecap Pty Ltd, Penklin Pty Ltd, Stashcap Pty Ltd and Enable Investment Manager Pty Ltd, of which Mr Franklin is a director of these companies.
-
Mr Brown resigned as director of the Company on 28 May 2024. During his tenure he held shares indirectly through Gold River Pty Ltd, of which Mr Brown is as director of the company. He also indirectly holds 17,298,117 Shares in the Company through Omni GeoX Pty Ltd of which he is a director and has a 4.5% shareholding. Mr Brown also indirectly holds 3,866,667 shares in the Company through Crest Investment Group Limited of which he has a 2.7% shareholding.
-
Ms Fullarton resigned as the director of the Company on 28 May 2024.
-
Mr Chua’s shares are indirectly held in NYKE Future Pty Ltd ATF NYKE Future Super Fund, of which Mr Chua is a director of this company. Mr Chua was determined by the Board to be a Key Management Personnel (KMP) for the year ended 30 June 2024; however, he has not been classified as a KMP for the year ending 30 June 2025.
-
Mr Lester’s shares are indirectly held in PNS (Holdings) Pty Ltd ATF PNS Superannuation Fund of which Mr Lester is a director.
-
Mr Langworthy was appointed as director of the Company on 28 May 2024. He indirectly holds 17,298,117 Shares in the Company through Omni GeoX Pty Ltd of which he is a director, 3,866,667 shares in the Company through Crest Investment Group Limited, 2,595,308 shares through Jericho Exploration Pty Ltd, 916,290 shares jointly with Carolyn Paule Langworthy and 2,987,011 shares jointly with Carolyn Paule Langworthy ATF The Langworthy Super Fund.
33
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
REMUNERATION REPORT (CONTINUED)
Option holdings of Key Management Personnel
The number of options held directly, indirectly or beneficially, by each Key Management Person, including their controlled entities, is as follows:
2025
| Key Management Person |
Balance at the start of the year |
Net changes during theyear | Net changes during theyear | Balance at the end of the year (vested) |
Balance at the end of the year (vesting) |
||
|---|---|---|---|---|---|---|---|
| Granted during the year as compensation |
Exercised during the year |
Expired options | Options held at date of KMP Resignation /Appointment |
||||
| Trent Franklin1 |
4,197,866 | - | - | (932,958) | - | 3,264,908 | - |
| David Crook2 | - | - | - | - | - | - | - |
| Peter Lester4 | 537,880 | - | - | - | - | 537,880 | - |
| Peter Langworthy5 |
4,093,190 | - | - | (444,119) | - | 3,649,071 | - |
| Former Directors |
|||||||
| Mark Cossom3 |
527,704 | - | - | - | (527,704) | - | - |
1. Mr Franklin’s options are indirectly held in entities Accrecap Pty Ltd, Stashcap Pty Ltd, Penklin Pty Ltd and Enable Investment Manager Pty Ltd, of which Mr Franklin is a director of these companies.
-
Mr Crook was appointed as a director on 29 May 2025.
-
Mr Cossom resigned as a director of the Company on 1 October 2024.
-
5.Mr Lester’s options are indirectly held in PNS (Holdings) Pty Ltd ATF PNS Superannuation Fund of which Mr Lester is a director.
-
Mr Langworthy was appointed as director of the Company on 28 May 2024 and subsequently transitioned to Executive Chair on 01 October 2024. He indirectly holds 1,418,817 options in the Company through Omni GeoX Pty Ltd of which he is a director, 2,380,254 options through Jericho Exploration Pty Ltd, 73,530 options jointly with Carolyn Paule Langworthy and 220,589 options jointly with Carolyn Paule Langworthy ATF The Langworthy Super Fund.
34
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
REMUNERATION REPORT (CONTINUED)
2024
| Net changes during theyear | Net changes during theyear | Balance at the end of the year (vested) |
Balance at the end of the year (vesting) |
||||
|---|---|---|---|---|---|---|---|
| Key Management Person |
Balance at the start of the year |
Granted during the year as compensation |
Exercised | Expired | Options held | ||
| during the | options |
at date of |
|||||
year |
KMP | ||||||
| Resignation | |||||||
/Appointment |
|||||||
| Trent Franklin1 | 2,070,593 | - | - | 2,127,273 | - | 4,197,866 | - |
| Mark Cossom | 1,427,704 | - | - | (900,000) | - | 527,704 | - |
| Kar Chua3 | 29,412 | - | - | - | - | 29,412 | - |
| Peter Lester5 | 83,334 | - | - | 454,546 | - | 537,880 | - |
| Peter Langworthy6 |
- | - | - | 3,272,727 | 820,463 | 4,093,190 | - |
| Former Directors | |||||||
| Scott Brown2 | 300,000 | - | - | (72,727) | (227,273) | - | - |
| Debra Fullarton4 |
460,000 | - | - | 200,000 | (660,000) | - | - |
1. Mr Franklin’s options are indirectly held in entities Accrecap Pty Ltd, Stashcap Pty Ltd, Penklin Pty Ltd and Enable Investment Manager Pty Ltd, of which Mr Franklin is a director of these companies.
-
Mr Brown resigned as a director of the Company on 28 May 2024. He indirectly holds 1,418,817 options in the Company through Omni GeoX Pty Ltd of which he is a director and has a 4.5% shareholding and 227,273 options through Gold River Pty Ltd, of which Mr Brown is as director of the company.
-
Mr Chua’s options are indirectly held in NYKE Future Pty Ltd ATF NYKE Future Super Fund, of which Mr Chua is a director of this company.
-
Ms Fullarton resigned as a director of the Company on 28 May 2024.
5.Mr Lester’s options are indirectly held in PNS (Holdings) Pty Ltd ATF PNS Superannuation Fund of which Mr Lester is a director.
- Mr Langworthy was appointed as director of the Company on 28 May 2024. He indirectly holds 1,418,817 options in the Company through Omni GeoX Pty Ltd of which he is a director, 2,380,254 options through Jericho Exploration Pty Ltd, 73,530 options jointly with Carolyn Paule Langworthy and 220,589 options jointly with Carolyn Paule Langworthy ATF The Langworthy Super Fund.
Performance Rights holdings of Key Management Personnel
2025
| Key Management Person |
Balance at the start of the year |
Net changes during the year |
Performance Rights held at date of KMP Resignation/Appoint ment |
Balance at the end of the year |
|---|---|---|---|---|
| Mark Cossom1 | 2,100,000 | - | (2,100,000) | - |
- Mr Cossom resigned as a director of the Company on 1 October 2024.
2024
| Key Management Person |
Balance at the start of the year |
Net changes during the year |
Balance at the end of the year |
|---|---|---|---|
| Mark Cossom | 2,800,000 | (700,000) | 2,100,000 |
35
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
REMUNERATION REPORT (CONTINUED)
Details of Remuneration
The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:
2025
| Short-term benefits | Short-term benefits | Short-term benefits | Post- employment benefits |
Share-based payments | Share-based payments | Total | |
|---|---|---|---|---|---|---|---|
| Personnel | Cash salary and fees |
Other short- term benefits |
Non- monetary benefits |
Super- contribution |
Equity- settled shares |
Equity-settled performance rights |
|
| $ | $ | $ | $ | $ | $ | $ | |
| Directors: | |||||||
| T Franklin | 36,000 | - | - | - | - | - | 36,000 |
| DCrook2 | 3,000 | - | - | - | - | - | 3,000 |
| P Langworthy | 131,861 | - | - | 15,164 | - | - | 147,025 |
| P Lester | 32,287 | - | - | 3,713 | - | - | 36,000 |
| Former Directors | |||||||
| M Cossom1 | 338,616 | 53,649 | - | 30,603 | - | (4,621) | 418,247 |
| Total | 541,764 | 53,649 | - | 49,480 | - | (4,621) | 640,272 |
Mr Cossom resigned as a director of the Company on 1 October 2024.
Mr Crook was appointed as a director on 29 May 2025.
2024
| Short-term benefits | Short-term benefits | Short-term benefits | Post- employment benefits |
Share-based payments | Share-based payments | Total | |
|---|---|---|---|---|---|---|---|
| Personnel | Cash salary and fees |
Cash bonus |
Non- monetary benefits |
Super- contribution |
Equity- settled shares |
Equity-settled performance rights |
|
| $ | $ | $ | $ | $ | $ | $ | |
| **Directors: ** | |||||||
| M Cossom1 | 290,000 | - | - | 31,900 | - | 35,920 | 357,820 |
| T Franklin | 36,000 | - | - | - | - | - | 36,000 |
| S Brown | 33,000 | - | - | - | - | - | 33,000 |
| D Fullarton | 44,000 | - | - | - | - | - | 44,000 |
| P Lester | 32,432 | - | - | 3,568 | - | - | 36,000 |
| P Langworthy | 3,468 | 3,468 | |||||
| Other Key Management Personnel: |
|||||||
| K Chua2 | 125,000 | - | - | - | - | - | 125,000 |
| Total | 563,900 | - | - | 35,468 | - | 35,920 | 635,288 |
-
Mr Cossom resigned as a director of the Company on 1 October 2024.
-
Fee Payable to Mr. K Chua are paid to Enrizen Accounting Pty Ltd and encompass Company Secretarial as well as accounting services to the Group.
36
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
REMUNERATION REPORT (CONTINUED)
Key Service Agreements
Mr Peter Langworthy (resigned 25 September 2025) had entered into a service agreement with the Group whereby he provides non-executive director services to the Group for a fee of $4,000 per month effective from 28 May 2024 as the Non -Executive Chair. On 01 October 2024, Mr Langworthy transitioned to be the Executive Chair for a fee of $180,000 per annum which is inclusive of statutory superannuation. Mr Langworthy or the Group may terminate the agreement by providing 3 months’ notice. The Group may terminate the agreement without notice for cause including if the director commits a serious or persistent breach of their obligations or engages in an act of serious misconduct.
Mr Mark Cossom (resigned 01 October 2024) had entered into an executive services agreement with the Group in which he receives total remuneration of $320,450 per annum which is inclusive of statutory superannuation. Mr Cossom or the Group may terminate the agreement by providing 3 months’ notice. The Group was able to terminate the agreement without notice for cause including if the director commits a serious or persistent breach of their obligations or engages in an act of serious misconduct.
Mr Trent Franklin (resigned 25 August 2025) had entered into an agreement with the Group whereby he received a director’s fee of $3,000 per month during the 2025 Financial Year. The agreement was capable of being terminated by the director by providing ninety days’ written notice or by shareholders following a resolution of a general meeting; or by operation of law including if the director becomes disqualified from acting as a director of a public company pursuant to the Corporations Act or Bankruptcy Act.
Mr Peter Lester (resigned 25 August 2025) had a service agreement with the Group whereby he provides non-executive director services to the Group for a fee of $3,000 per month. The agreement was capable of being terminated by the director by providing ninety days’ written notice or by shareholders following a resolution of a general meeting; or by operation of law including if the director becomes disqualified from acting as a director of a public company pursuant to the Corporations Act or Bankruptcy Act.
Mr David Crook has entered into a service agreement with the Group whereby he provides non-executive director services to the Group for a fee of $3,000 per month effective from 28 May 2025 as the Non-Executive Director. The agreement between Mr Crook will cease if Mr Crook advises in writing of their resignation or otherwise following a resolution of a general meeting; or by operation of law including if the Mr Crook becomes disqualified from acting as a director of a public company pursuant to the Corporations Act or Bankruptcy Act.
37
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
REMUNERATION REPORT (CONTINUED)
Voting and comments made at the Group’s 2024 Annual General Meeting (AGM)
At the 2024 AGM, 97.45% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2024. The Company did not receive any specific feedback at the 2024 AGM regarding its remuneration practices.
Performance Indicators
The earnings of the consolidated entity for the five years to 30 June 2025 are summarised below:
| 2025 $,000 |
2024 $,000 |
2023 $,000 |
2022 $,000 |
2021 $,000 |
|
|---|---|---|---|---|---|
| Sales Revenue | N/A | N/A | N/A | N/A | N/A |
| EBITDA* | 2,582 | (1,622) | (1,182) | (1,305) | (1,583) |
| EBIT* | 2,524 | (1,685) | (1,253) | (1,362) | (1,615) |
| Loss after Income Tax | 2,608 | (1,666) | (1,239) | (1,357) | (1,590) |
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| Share price at financial year end ($) * |
0.03 | 0.02 | 0.04 | 0.09 | 0.018 |
| Total dividends declared (cents per share) |
- | - | - | - | - |
| Basic earnings per share (cents per share) * |
(0.06) | (0.05) | (0.05) | (0.06) | (0.09) |
*Basic EPS is calculated based in the pre-consolidated number of shares. Share prices are pre-consolidated prices. Please refer to the share consolidation section which occurred during the reporting period whereby the Company completed a 10 for 1 consolidation of its capital.
During the 2025 Financial Year, the Group entered into the following transactions with related parties:
Omni GeoX Pty Ltd which is a related party of Peter Langworthy (Executive Chair) was paid $322,893 (2024: $133,776) for Geological services.
Related parties of Trent Franklin, a Non-Executive Director of the Group including Enrizen Pty Ltd received $5,281 (2024: $4,410) for insurance services; Enrizen Lawyers Pty Ltd received $114,315 (2024: $82,923) for legal services; Enrizen Services Pty Ltd received $547 (2024: $270) for website design services; Enrizen Accounting Pty Ltd received $122,097 (2024: $125,000) for company secretarial and accounting services. As at reporting date, $Nil was payable to Enrizen Accounting Pty Ltd, $12,775 was payable to Enrizen Lawyers Pty Ltd and $Nil was payable to Enrizen Services Pty Ltd.
This concludes the Remuneration Report which has been audited.
38
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
REMUNERATION REPORT (CONTINUED)
Shares under option
Unissued ordinary shares of Gateway Mining Limited under option at the date of this report are as follows:
| Grant Date | Expiry Date | Exercise Price | Number |
|---|---|---|---|
| 09 March 2023 | 31 March 2026 | $0.124 | 16,940,902 |
| 15 December 2023 | 15 December 2026 | $0.033 | 72,558,083 |
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the company or of any other body corporate.
Shares issued on the exercise of options
No fully paid ordinary shares of Gateway Mining Limited were issued on the exercise of options during the 2025 Financial Year and up to the date of this report.
Shares under performance rights
Unissued ordinary shares of Gateway Mining Limited under performance rights at the date of this report are as follows:
| Grant Date | Number | Expiry Date | Vesting Conditions |
|---|---|---|---|
| 24 November 2022 | 1,250,000 | 28/11/25 | Vest upon company reporting to the market a JORC compliant resource of 1.5 millionounces ofgold |
Shares issued on the conversion of performance rights
No fully paid ordinary shares of Gateway Mining Limited were issued on the conversion of performance rights during the 2025 Financial Year and up to the date of this report.
39
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the directors of Gateway Mining Limited support and adhere to the principles of corporate governance. These principles have been formalised by the Board in the corporate governance statement contained in the additional ASX information section of the annual report.
PROCEEDINGS ON BEHALF OF THE GROUP
No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings.
The Group was not a party to any such proceedings during the 2025 Financial Year.
NON-AUDIT SERVICES
There were no non-audit services performed by the external auditor during the financial year.
AUDITOR INDEPENDENCE DECLARATION
The auditor’s independence declaration under Section 307C of the Corporations Act 2001 for the year ended 30 June 2025 is enclosed and forms part of this annual report.
INDEMNIFYING OFFICERS
The Group has paid a premium to insure the directors and officers of the Group.
The insurance agreement limits disclosure of premium details.
The insurance premiums relate to:
-
Costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome; and
-
Other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage.
INDEMNITY AND INSURANCE OF AUDITOR
The Group has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Group or any related entity against a liability incurred by the auditor.
During the 2025 Financial year, the Group has not paid a premium in respect of a contract to insure the auditor of the Group or any related entity.
EVENTS SUBSEQUENT TO REPORTING DATE
Completion of Acquisition of Yandal Project
Subsequent to the 2025 Financial Year, the Company announced that it had completed its acquisition of the Yandal Project in Western Australian from Strickland.
On completion of the Acquisition, the Company issued to Strickland as consideration 1,500,000,000 in convertible preference shares in Gateway ( GML CP Shares ).
The GML CP Shares are convertible preference shares with limited voting rights which automatically converted into fully paid ordinary shares in Gateway on a one-for-one basis following the In-specie Distribution to eligible Strickland shareholders.
1,200,000,000 GML CP Shares were distributed to Strickland shareholders and Strickland retained 300,000,000 GML CP Shares.
Shareholder approval was obtained on 18 August 2025, and the Acquisition was completed on 19 August 2025.
40
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
All other conditions relating to the Acquisition have been satisfied.
For full details of the Acquisition, please refer to the Company’s announcement dated 30 June 2025 (and the Amendment Announcement dated 2 July 2025).
Board and Management Restructure
Subsequent to the 2025 Financial Year, the Company announced the appointment of highly experienced mining executives Mr Andrew Bray as Executive Chairman, Mr Anthony McClure and Mr David Morgan as NonExecutive Directors as part of a board restructure.
Mr Richard Pugh was also appointed as Chief Executive Officer.
Mr Bray has over 15 years of experience in the formation, financing and development of natural resources companies. Mr Bray holds a Bachelor of Economics and Bachelor of Laws (Hons 1) from the University of Sydney. Mr Bray is a foundation shareholder and past Chief Executive Officer of Strickland Metals Limited.
Mr Anthony McClure has had 30 years technical, management and financial experience in the resource sector worldwide in project management and executive development roles. He has also worked in the financial services industry within the mineral and energy sectors. Mr McClure has a Bachelor of Science (Geology) degree. Mr McClure is currently a Chairman of Strickland Metals Limited. He was a past director of Silver Mines Limited, Bolnisi Gold NL, Nickel Mines Limited, European Gas Limited and Santana Minerals Limited.
Mr Morgan is a mining engineer and mechanical engineer with 40 years’ experience in the mining industry in Australia and Africa. He has previously held a number of executive development and mine operations roles involving project engineering, maintenance and contract earthmoving for companies such as Rio Tinto, Macmahon and WMC Resources. He was General Manager Operations for Equigold in Queensland and was also General Manager Mining and Metallurgy for Sundance Resources Mbalam Iron Ore Project.
Mr Bray, Mr McClure and Mr Morgan are very well acquainted with the Yandal Gold Project, having been closely involved in its development since 2021 during their involvement with Strickland.
Mr Peter Langworthy, Mr Trent Franklin and Mr Peter Lester stepped down as Non-Executive Directors to focus on their other roles. Mr Langworthy has transitioned to a Technical Advisor of the Company.
Mr Pugh has been employed by Strickland Metals Limited since 2022, starting as the Geology Manager and later being promoted to Executive Technical Director in 2024.
Mr Pugh has over 18 years industry experience, having previously been a Senior Consulting Geologist and Exploration Manager for several ASX mineral exploration companies. Mr Pugh has a Bachelor’s degree in Exploration and Resource Geology from Cardiff University and is also a member of the Australian Institute of Geoscientists (AIG). Mr Pugh has played an instrumental role in the exploration growth at the Company’s Yandal Gold Project in Western Australia since 2022 as part of his employment with Strickland Metals Limited.
The structure of the Board and its officers is as follows:
-
Mr Andrew Bray – Executive Chairman;
-
Mr Anthony McClure – Non-Executive Director;
-
Mr David Morgan – Non-Executive Director;
-
Mr David Crook – Non-Executive Director;
-
Mr Richard Pugh – Chief Executive Officer and
-
Mr Kar Chua – Company Secretary.
41
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
Acquisition of Glenburgh South Gold Project
Subsequent to the 2025 Financial Year, the Company announced that it has entered into a binding agreement ( Agreement ) with several parties ( Vendors ) to acquire an 80% interest in the Glenburgh South Project ( Glenburgh Transaction ).
The tenements, which make up the Glenburgh South Project, are listed in the Company’s ASX Announcement on 15 September 2025 ( Tenements ).
The Glenburgh Transaction secures approximately 620 square kilometres of highly prospective ground within 10 kilometres of Benz Mining Corp’s 510Koz Glenburgh Gold Project.
Terms of Glenburgh Transaction
The Company will pay the following consideration to the Vendors (or their nominees) for an 80% interest in the Tenement as follows:
-
$200,000 cash payment as a reimbursement for prior expenditure incurred on the Tenements; and
-
$235,000 in fully paid ordinary shares in the capital of Gateway ( Glenburgh Consideration Shares ) issued at the 5 day volume weighted average price prior to the Transaction being announced, being 3,903,655 Glenburgh Consideration Shares at an issue price of $0.0602 per Glenburgh Consideration Share.
The Company has provided a commitment to the Vendors to spend $1.4 million in exploration expenditure on the Glenburgh South Project over the next three years.
The Glenburgh Transaction was completed on 19 September 2025.
The Company and the Vendors have entered into an unincorporated joint venture in respect of the Tenements with the Company owning an 80% interest in the Tenements and the Vendors owning a 20% interest ( Joint Venture ).
The Company will be the manager of the Joint Venture, and the Vendors’ 20% interest in the Tenements will be free carried through to a completion of a definitive feasibility study ( Free Carry Period ).
Following the Free Carry Period, the parties must each fund all expenditure under the Joint Venture on a prorata basis in proportion to their respective participating interest in the Joint Venture from time to time.
Placement
Subsequent to the 2025 Financial Year, the Company announced that it had firm commitments for a share placement ( Placement ) to institutional, professional and sophisticated investors to raise $22.5 million (before costs) to underpin the next phase of exploration and drilling at Gateway’s flagship Yandal Gold Project, and also for initial exploration at the Company’s newly acquired Glenburgh South Project both in Western Australia.
The Placement which comprises the issue of 409,090,909 new shares at $0.055 per share ( New Shares ), with strong support from existing and new investors, as well as the Company’s Directors and related parties (subject to shareholder approval).
JP Equity Partners acted as lead manager ( Lead Manager ) to the Placement.
The Directors (and/or their nominees) and related parties of the Company committed to support the Placement, subject to shareholder approval, subscribing for a collective total of $1,675,000 under the Placement (being 30,454,546 New Shares).
The issue of the New Shares to non-related parties of the Company to occur on Thursday, 2 October 2025.
The New Shares issued to Directors and related parties under the Placement will be issued subject to shareholder approval at the Company’s Annual General Meeting.
The New Shares issued under the Placement are fully paid ordinary shares and will rank equally with the shares currently on issue.
The Lead Manager (or their nominees) will also be issued 20,000,000 unlisted options with an exercise price $0.10 expiring 3 years from the date of issue.
42
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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DIRECTORS’ REPORT
No other matter or circumstance has arisen since the reporting date that has significantly affected or may significantly affect the consolidated entity’s operations, the results of those operations or the consolidated entity’s state of affairs in future financial years.
The Directors’ Report, incorporating the remuneration report, is signed in accordance with a resolution of the Board of Directors.
Andrew Bray Anthony McClure Executive Chair Non- Executive Director
Dated this 30[th] September 2025
43
Parkline Place Level 25, 252 Pitt Street Sydney NSW 2000 Australia
Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 www.bdo.com.au
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DECLARATION OF INDEPENDENCE BY LEAH RUSSELL TO THE DIRECTORS OF GATEWAY MINING LIMITED
As lead auditor of Gateway Mining Limited for the year ended 30 June 2025, I declare that, to the best of my knowledge and belief, there have been:
-
No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Gateway Mining Limited and the entities it controlled during the period.
Leah Russell
Director
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BDO Audit Pty Ltd
Sydeny
30 September 2025
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of A.C.N. 050 110 275 Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and A.C.N. 050 110 275 Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
44
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025
| Note Gain on sale of gold rights 7 Interest received Other income Realised gains on sale of investments Net movement in rehabilitation provision Employee benefits expenses Professional services expenses Directors’ remuneration Depreciation expenses Share registry fees Share based payment expenses Exploration expenditure written off Public relations expenses Office and administrative expenses Profit/(Loss) before income tax Income tax expense 14 Profit/(Loss) for the year Items that will not be reclassified subsequently to profit and loss: Gain/(Loss) on the revaluation of equity instruments at fair value through other comprehensive income, net of tax 6 Other comprehensive loss for the year, net of tax Total comprehensive loss for the year attributable to owners of the company Earnings per share for profit attributable to the owner Basic earnings per share (cents) Diluted earnings per share (cents) |
2025 2024 |
|---|---|
| $ $ |
|
| 3,981,625 - 83,918 18,805 5,495 491 35,905 - 150,102 (188,974) (307,374) (143,942) (549,774) (314,722) (151,747) (149,377) (57,545) (62,378) (63,181) (62,667) (58,180) (81,084) (430,307) (338,853) (93,123) (147,405) (109,578) (196,463) |
|
| 2,436,236 (1,666,569) |
|
| - - |
|
| 2,436,236 (1,666,569) |
|
| 1,441,703 (4,461) |
|
| 1,441,703 (4,461) |
|
| 3,877,939 (1,671,030) |
|
| 13 0.61 (0.52) 13 0.49 (0.52) |
The accompanying notes form part of these financial statements.
45
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
| S AT 30 JUNE 2025 | |
|---|---|
| Note ASSETS CURRENT ASSETS Cash and cash equivalents 4 Trade and other receivables 5 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income 6 Deferred exploration and evaluation expenditure 7 Property, plant and equipment 9 Right of use assets 10 Other assets 5 TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables 8 Lease liabilities 11 Provision for employee benefits TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Provision for Make Good Lease liabilities 11 Provision for Rehabilitation 12 Provision for employee benefits TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 16 Performance Rights 16 Share based payment reserve 16 Financial assets reserve 16 Accumulated losses TOTAL EQUITY |
2025 2024 |
| $ $ |
|
| 3,768,339 1,402,795 153,484 159,063 |
|
| 3,921,823 1,561,858 |
|
| 8,996,682 545,613 17,584,297 26,056,573 60,155 75,893 83,620 125,428 19,266 14,800 |
|
| 26,744,020 26,818,307 |
|
| 30,665,843 28,380,165 |
|
| 271,953 389,231 40,154 37,775 - 69,652 |
|
| 312,107 496,658 |
|
| 4,906 4,861 42,638 82,792 - 1,538,566 - 14,215 |
|
| 47,544 1,640,434 |
|
| 359,651 2,137,092 |
|
| 30,306,192 26,243,073 |
|
| 60,892,023 60,765,023 231,465 173,285 910,213 910,213 1,523,631 402,178 (33,251,140) (36,007,626) |
|
| 30,306,192 26,243,073 |
The accompanying notes form part of these financial statements.
46
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
| Balance at 1 July 2023 Loss for the year Other comprehensive loss for the year Total comprehensive loss for the year Transactions with owners in their capacity as owners Shares issued in year Cost of share issues Options issued Performance rights Balance at 30 Jun 2024 Balance at 1 July 2024 Gain for the year Other comprehensive loss for the year Total comprehensive Income/(loss) for the year Transactions with owners in their capacity as owners Shares issued in year Transfer Cost of share issues Performance rights Balance at 30 Jun 2025 |
Issued Capital Accumulated losses Performance Rights Share based payments reserve Financial assets reserve Total |
|---|---|
| $ $ $ $ $ $ 58,187,704 (34,341,057) 102,867 899,547 406,639 25,255,700 |
|
| - (1,666,569) - - - (1,666,569) - - - - (4,461) (4,461) |
|
| - (1,666,569) - - (4,461) (1,671,030) |
|
| 2,736,735 - - - - 2,736,735 (159,416) - - - - (159,416) - - - 10,666 - 10,666 - - 70,418 - - 70,418 |
|
| 60,765,023 (36,007,626) 173,285 910,213 402,178 26,243,073 |
|
| 60,765,023 (36,007,626) 173,285 910,213 402,178 26,243,073 |
|
| - 2,436,236 - - - 2,436,236 - - - - 1,441,703 1,441,703 |
|
| - 2,436,236 - - 1,441,703 3,877,939 |
|
| 277,000 - - - - 277,000 - 320,250 - - (320,250) - (150,000) - - - - (150,000) - - 58,180 - - 58,180 |
|
| 60,892,023 (33,251,140) 231,465 910,213 1,523,631 30,306,192 |
The accompanying notes form part of these financial statements.
47
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2025
| Note CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest received NET CASH USED IN OPERATING ACTIVITIES 21 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of investments Payment for exploration and evaluation Payment for Bank Guarantee Proceeds from sale of Tenements NET CASH USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Payments for capital raising costs NET CASH FROM FINANCING ACTIVITIES NET DECREASE IN CASH HELD Cash and cash equivalents at beginning of financial year CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR 4 |
2025 2024 |
|---|---|
| $ $ |
|
| (1,443,211) (1,085,555) 83,918 18,805 |
|
| (1,359,293) (1,066,750) |
|
| - 840,000 (1,350,697) (2,170,613) (4,466) - 5,000,000 - |
|
| 3,644,837 (1,330,613) |
|
| 155,000 2,547,878 (75,000) (159,416) |
|
| 80,000 2,388,462 |
|
| 2,365,544 (8,901) |
|
| 1,402,795 1,411,696 |
|
| 3,768,339 1,402,795 |
The accompanying notes form part of these financial statements.
48
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 1: SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
a. Basis of Preparation
The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) and the requirements of Corporations Act 2001 and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) as applicable to a for-profit entity. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards.
Except for the cash flow information, the financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. The financial statements are presented in Australian dollars which is the Group’s functional currency.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.
b. Going Concern
The Group recorded a profit of $2,436,236. During the year, the Group received gross cash of $155,000 from share issues. Cash outflows from operating activities totalled $1,359,293, while cash inflows from investing activities amounted to $3,644,837, which included the $5,000,000 cash consideration from the divestment of Gold Rights, offset by cash outflows of $1,350,697 for exploration expenditure.
The Directors have assessed that it is appropriate to prepare and present the financial statements on a going concern basis. This assessment has been made notwithstanding continued operating losses, negative operating cash flows, recent one-off cash inflows from the divestment of Gold Rights, and the absence of ongoing revenue streams. In making their assessment, the directors have taken into consideration the following key factors:
a) Management of cash through tight control of administrative expenses; b) Ability to raise additional share capital, for which the Company has a history of raising funds; c) Ability to reduce the budgeted exploration program to maintain cash flow; and d) The availability of liquid listed share investments to fund working capital requirements.
The Directors have prepared a cash flow forecast for the period ending 30 September 2026 (the Forecast) reflecting the directors judgments related to the key factors detailed above and their effect on the Group. Key assumptions used in the Forecast are:
- a) Costs similar to this year for general and exploration expenditure; b) The ability to raise future capital; and
c) The availability of liquid listed share investments to meet working capital requirements.
The conditions described above indicate that Group’s ability to continue as a going concern and the ability of the Group to realise its assets and extinguish its liabilities in the ordinary course of business and at amounts stated in the Financial Report. The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the Group does not continue as a going concern.
49
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 1: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
c. Parent entity information
In accordance with the Corporations Act 2001 (Cth) , these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 23.
d. Non- current financial assets as held for sale.
Non-current financial assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction. They are measured at the lower of their carrying amount and fair value less costs of disposal. For non-current financial to be classified as held for sale, they must be available for immediate sale and their sale must be highly probable. Non-current financial assets classified as held for sale are presented separately on the face of the statement of financial position, in current assets .
e. Property plant and equipment
Property plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment over their expected useful lives.
f. Right-of-use assets
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets.
g. Trade and other receivables
Trade receivables are generally due for settlement within 30 days.
h. Trade and other payables
The amounts are unsecured and are usually paid within 30 days of recognition.
i. Exploration and evaluation assets
Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made.
Restoration costs expected to be incurred are provided for as part of exploration phase that give rise to the need for restoration.
50
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 1: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
j. Share-based payment transactions
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
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 is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Refer to note 17 for further information.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
-
during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
-
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.
Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
51
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 1: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
k. Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it's carrying value is written off.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the consolidated entity intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.
l. New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the consolidated entity.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
52
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 2: CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, 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.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the consolidated entity and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
Exploration and evaluation costs
Exploration and evaluation costs have been capitalised on the basis that the consolidated entity will commence commercial production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral resources. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made.
Share-based payment transactions
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
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 is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Refer to note 17 for further information.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the consolidated entity estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
53
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 2: CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (CONTINUED)
Lease Term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the consolidated entity’s operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The consolidated entity reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.
Lease make good provision
A provision has been made for the present value of anticipated costs for future restoration of leased premises. The provision includes future cost estimates associated with closure of the premises. The calculation of this provision requires assumptions such as application of closure dates and cost estimates. The provision recognised for each site is periodically reviewed and updated based on the facts and circumstances available at the time. Changes to the estimated future costs for sites are recognised in the statement of financial position by adjusting the asset and the provision. Reductions in the provision that exceed the carrying amount of the asset will be recognised in profit or loss.
Rehabilitation provision
A provision has been made for the present value of anticipated costs for future rehabilitation of land explored or mined. The consolidated entity's mining and exploration activities are subject to various laws and regulations governing the protection of the environment. The consolidated entity recognises management's best estimate for assets retirement obligations and site rehabilitations in the period in which they are incurred. Actual costs incurred in the future periods could differ materially from the estimates. Additionally, future changes to environmental laws and regulations, life of mine estimates and discount rates could affect the carrying amount of this provision.
Fair value of financial instruments that are not traded in an active market
Management has determined the fair value of the financial instruments that are not traded in an active market using Level 3 inputs. The fair value measurement incorporates inputs such as historical sales data and the net asset position, adjusted based on the most recent valuation. This process involves significant judgement and estimation.
Attribution of Exploration and Evaluation Expenditure
Significant judgement was applied in allocating historical exploration and evaluation costs to the gold mineral rights sold, as much of the expenditure generated geological data relevant to multiple minerals. Management estimated the proportion of costs attributable to gold based on the nature of activities and period of expenditure, with gold-specific assay costs fully allocated.
54
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 3: OPERATING SEGMENTS
Identification of reportable operating segments
The consolidated entity is organised into one operating segment, being exploration operations. This operating segment is based on the internal reports that are reviewed and used by the Directors (who are identified as the Chief Operating Decision Makers ( CODM ) in assessing performance and in determining the allocation of resources.
The CODM reviews operating expenses in relation to the exploration activities and the Group’s cash position. The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.
The information reported to the CODM is on at least a monthly basis. Information is presented on a consolidated cash flow basis. Cash flow funding is treated as one pool of liquid assets noting relevant terms of any maturity or exercise of any investments for the purpose of funding exploration.
NOTE 4: CASH AND CASH EQUIVALENTS
| NOTE 4: CASH AND CASH EQUIVALENTS | ||
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Cash at bank and on hand | 3,768,339 | 1,402,795 |
Interest is on a variable rate. The Group does not consider interest rate sensitivity to be a material risk.
NOTE 5: TRADE AND OTHER RECEIVABLES
| NOTE 5: TRADE AND OTHER RECEIVABLES | |
|---|---|
| CURRENT Trade receivables GST receivables Prepayments Total trade and other receivables NON-CURRENT Bank Guarantee |
2025 2024 |
| $ $ |
|
| 28,324 25,000 10,850 12,329 114,310 121,734 |
|
| 153,484 159,063 |
|
| 2025 2024 $ $ 19,266 14,800 |
55
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 6: FINANCIAL ASSETS
| NON-CURRENT Financial assets at fair value through other comprehensive income Listed investments Opening fair value Additions Disposals Fair value gain/(loss) Unlisted investments Fair value gain/(loss) Total financial assets at fair value through other comprehensive income |
2025 2024 |
|---|---|
| $ $ |
|
63,685 68,147 7,054,052 - (44,686) - 1,291,100 (4,462) |
|
| 8,364,151 63,685 481,928 481,928 150,603 - |
|
| 632,531 481,928 8,996,682 545,613 |
Management has fair valued the unlisted investment. Management have used level 3 inputs for the fair value measurement. Inputs used include past sales and net assets adjusted for the most recent valuation. This involves judgement and estimates.
The fair value of unlisted equity instruments is determined with reference to the most recent arm’s length transactions involving the investee’s securities, with adjustments made to reflect prevailing market conditions where appropriate.
Refer to note 20 for further information on fair value measurement.
NOTE 7: DEFERRED EXPLORATION AND EVALUATION EXPENDITURE
| NON-CURRENT ASSET, WHOLLY OWNED Capitalised expenditure in respect of areas of interest at the beginning of the year Amount capitalised during the year Amount impaired during the year Derecognised rehabilitation assets Costs of sale of Gold Rights Capitalised exploration expenditure at the end of the year |
2025 2024 |
|---|---|
| $ $ |
|
| 26,056,572 24,068,685 1,364,870 2,326,742 (430,307) (338,854) (1,388,463) - (8,018,375) - |
|
| 17,584,297 26,056,572 |
Refer to note 12 for further information on Derecognition of rehabilitation provision.
The recoverability for the carrying amount of exploration assets is dependent upon further exploration and exploitation of commercially viable mineral deposits.
Exploration and evaluation expenditure for areas of interest for which rights of tenure are current is carried forward as an asset where it is expected that the expenditure will be recovered through the successful development of an area or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence of economically recoverable reserves. Where a project or an area has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made.
56
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 7: DEFERRED EXPLORATION AND EVALUATION EXPENDITURE (CONTINUED)
In order to maintain current rights of tenure to exploration tenements, the Group is required to comply with the minimum expenditure obligations under the Mining Act. These obligations have been met during the current year. The future obligations which are subject to renegotiation when an application for a mining lease is made and at other times are not provided for in the financial statements and are disclosed in note 18.
As part of the Tenement Sale Agreement (TSA) with Brightstar Resources Ltd, the Company disposed of the gold rights to the Montague East Project Area while retaining all other mineral rights. The transaction resulted in total consideration valued at $ 12 million, comprising:
-
$ 5 million in cash; and
-
$ 7 million in fully paid Brightstar shares (466,666,667 shares)
Cost of Sale Attribution
In determining the cost of sale attributable to the gold rights, management reviewed historical exploration and evaluation expenditures across the relevant tenements. It was concluded that most exploration costs (geophysical surveys, geological mapping, drilling, supervision, camp costs, rehabilitation, freight, tenement overheads, etc.) generated geological data of enduring value, equally applicable to both gold and other minerals. The costs were apportioned between gold and other minerals, with management estimating that 15% to 50% of expenditures related to gold, depending on activity focus. Expenditures solely related to gold exploration, such as chemical analyses for gold assays, were fully allocated to gold.
Accordingly, the total cost identified as specific to the gold mineral rights is $8,018,375, which has been attributed to the sale. All other exploration and evaluation expenditures remain attributable to Gateway’s continuing rights and have not been impaired.
ttributed to the sale. All other exploration and evaluation ontinuing rights and have not been impaired. |
expenditures remain attributable to Gateway |
|---|---|
| Proceed from the sale of Gold Rights - Cash - Investments Less: Cost of sale of Gold Rights Sale of Gold Rights |
2025 2024 |
| $ $ |
|
| - 5,000,000 - 7,000,000 - (8,018,375) - |
|
| 3,981,625 - |
NOTE 8: TRADE AND OTHER PAYABLES
| OTE 8: TRADE AND OTHER PAYABLES | |||
|---|---|---|---|
| 2025 | 2024 | ||
| $ | $ | ||
| CURRENT | |||
| Trade and other payables | 271,953 | 389,231 |
57
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 9: PROPERTY, PLANT AND EQUIPMENT
| OTE 9: PROPERTY, PLANT AND EQUIPMENT | |
|---|---|
| Plant and Equipment – at cost Less: Accumulated depreciation |
2025 2024 |
| $ $ |
|
| 161,389 161,389 (101,234) (85,496) |
|
| 60,155 75,893 |
A reconciliation of the written down values at the beginning and end of the current and previous financial year are set out below:
| Balance at 1 July 2023 Depreciation expense Balance at 30 June 2024 Depreciation expense Balance at 30 June 2025 |
Plant and Equipment |
|---|---|
| $ | |
| 98,292 (22,399) |
|
| 75,893 (15,738) |
|
| 60,155 |
NOTE 10: RIGHT OF USE ASSET
| OTE 10: RIGHT OF USE ASSET | |
|---|---|
| Office building – right of use Less: Accumulated depreciation |
2025 2024 |
| $ $ |
|
| 265,347 265,347 (181,727) (139,919) |
|
| 83,620 125,428 |
58
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 11: LEASE LIABILITIES
| NOTE 11: LEASE LIABILITIES | |
|---|---|
| Lease Liabilities (current) Lease Liabilities (non-current) Total lease liabilities |
2025 2024 |
| $ $ |
|
| 40,154 37,775 42,638 82,792 |
|
| 82,792 120,567 |
The consolidated statement of profit or loss and other comprehensive income shows the following amounts relating to leases:
| Interest expenses Depreciation expenses |
2025 2024 |
|---|---|
| $ $ |
|
| 3,107 799 41,808 39,978 |
|
| 44,915 40,777 |
The lease was modified in April 2024 to provide an extension option through to April 2027.
NOTE 12: PROVISION FOR REHABILITATION
| NOTE 12: PROVISION FOR REHABILITATION | |||
|---|---|---|---|
| 2025 | 2024 | ||
| $ | $ | ||
| Rehabilitation provision | - | 1,538,568 |
Rehabilitation
The provision represents the present value of estimated costs for future rehabilitation of land explored or mined by the consolidated entity at the end of the exploration or mining activity.
Movements in the rehabilitation assets and liabilities provision during the current financial year are set out below:
| Balance at 1 July 2024 Adjustment to rehabilitation provision Derecognition of rehabilitation Provision Balance at 30 June 2025 |
2025 2024 |
|---|---|
| $ $ |
|
| 1,538,566 1,349,592 - 188,974 (1,538,566) - |
|
| - 1,538,566 |
The restoration provision associated with each tenement is subject to periodic review and revision in light of the facts and circumstances existing at the reporting date. Revisions to estimated future costs are recognised in the Consolidated Statement of Financial Position through an adjustment to the rehabilitation provision, and in the Consolidated Statement of Profit or Loss through a corresponding adjustment to the net movement in rehabilitation provision expenses. Such revisions also result in changes to future financial charges.
In relation to the sale of the Gold Rights to Brightstar Resources Limited, the Company has derecognised the rehabilitation provision previously associated with the disposed tenements. Upon transfer of the Gold Rights, the responsibility for any associated environmental restoration and rehabilitation obligations also transferred to the acquirer. Consequently, the rehabilitation provision recorded in respect of these tenements no longer represents a present obligation of the Company and has been derecognised from the Consolidated Statement of Financial Position.
Management bases its judgements, estimates and assumptions on historical and on other various factors including expectations of future events, management believes to be reasonable under the circumstances.
59
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 13: EARNINGS PER SHARE
| a) Basic earnings per share b) Diluted earnings per share Basic earnings per share Weighted average number of shares used as the denominator Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating basic and diluted earnings per share and alternative diluted earnings per share Diluted earnings per share Weighted average number of ordinary shares used in calculating basic earnings per share Adjustments for calculation for diluted earnings per share: Options over ordinary shares Performance rights over ordinary shares Weight average number of ordinary shares used in calculating diluted earnings per share Reconciliation of earnings used in calculating basic and diluted earnings per share Earnings used in calculating basic and diluted earnings per share |
Jun-25 Jun-24 Cents Cents 0.61 (0.52) 0.49 (0.52) Jun-25 Jun-24 Number Number 402,560,819 318,204,522 |
|---|---|
| Jun-25 Jun-24 Number Number 402,560,819 318,204,522 89,498,985 - 1,250,000 - |
|
| 493,309,804 318,204,522 |
|
| Jun-25 Jun-24 $ $ 2,436,236 (1,666,569) |
60
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 14: INCOME TAX EXPENSE
| (a) Reconciliation of income tax expense/(benefit) to prima facie tax payable Loss from continuing operations before income tax expense/(benefit) Tax at the Australian rate of 25% (2024 – 25%) Tax effect amount which are not deductible in calculating taxable income: Permanent differences - share based payments Permanent differences - other Tax losses recognised in the year Tax losses and temporary differences not recognised Income tax attributable to operating profit/(loss) (b) Deferred tax – Consolidated Statement of Financial Position Deferred Tax Liabilities Prepayments Property, plant and equipment Financial assets at fair value through comprehensive income Capitalised Exploration and Evaluation expenditure Right of use assets Less: Deferred Tax Assets Accrued expenses Employee’s entitlement Rehabilitation Provision Lease liability Provision for make good Deductible equity raising costs Tax losses available to offset against future taxable income Net Deferred Asset/(Liability) Tax Balance |
2025 2024 |
|---|---|
| $ $ |
|
| 2,436,236 (1,666,569) 609,059 (416,642) 14,545 20,271 - (5,026) 623,604 - - (401,397) |
|
| - - |
|
| 2025 2024 |
|
| $ $ |
|
| (30,433) (1,442) - - (385,658) (10,903) (4,267,866) (6,514,143) (20,905) (31,357) |
|
| (4,704,862) (6,557,845) 11,250 13,202 - 20,967 - 415,997 20,698 - 1,227 - 106,781 75,335 4,564,906 6,032,344 |
|
| 4,704,862 6,557,845 |
|
| - - |
The Group has tax losses that have not been recognised as deferred tax assets at year-end of $6,407,890 (2024: $7,459,132) at tax rate of 25% as applied to $25,631,559 gross (2024: $29,836,528).
61
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 15: AUDITORS’ REMUNERATION
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| 76,000 | 60,500 |
| 2025 2024 |
|
|---|---|
| $ $ |
|
| Remuneration of the auditors of the Group for: - Auditing or reviewing the financial report – BDO NOTE 16: ISSUED CAPITAL a. Ordinary shares fully paid Balance at the beginning of the year Shares issued during the year Capital raising costs Balance at the end of the year b. Movements in ordinary shares on issue At the beginning of the financial year Shares issued 9 Nov 2023 at 2.2 cents Shares issued 15 Dec 2023 at 2.2 cents Shares issued 12 Feb 2024 at 2.1 cents Shares issued 06 June 2024 at 2.0 cents Shares issued 28 Nov 2024 at 2.0 cents Shares issued 18 Dec 2024 at 2.3 cents At the end of the financial year |
|
| 76,000 60,500 |
|
| 2025 2024 |
|
| $ $ |
|
| 60,765,023 58,187,704 277,000 2,736,735 (150,000) (159,416) |
|
| 60,892,023 60,765,023 |
|
| 2025 2024 |
|
| Number Number |
|
| 395,459,425 266,333,543 - 65,148,991 - 8,933,339 - 5,043,552 - 50,000,000 10,100,000 - 3,260,870 - |
|
| 408,820,295 395,459,425 |
c. Terms and conditions of ordinary shares
Ordinary shares have the right to receive dividends as declared and, in event of the winding up the company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of shares and amount paid up on the shares held. Ordinary shares entitle their holder to vote, either in person or by proxy, at a meeting of the company.
62
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 16: ISSUED CAPITAL (CONTINUED)
d. Share options
The below table shows the movement of options.
| . Share options he below table shows the movement of options. |
|
|---|---|
| Options outstanding as at 30 June 2023 Granted Lapsed Options outstanding as at 30 June 2024 Lapsed Options outstanding as at 30 June 2025 |
Number Weighted Average Exercise Price* |
| $ | |
| 38,567,985 72,558,083 0.03 (3,980,000) 0.04 107,146,068 (17,647,083) 0.03 89,498,985 |
The Options granted in 2024 represent the free attaching options which were issued on a 1 for 2 basis to participants of the share placement completed by the Company in November 2021.
e. Performance rights
The below table shows the movement of performance rights.
| Performance rights outstanding as at 30 June 2023 Lapsed Performance rights outstanding as at 30 June 2024 Lapsed Performance rights outstanding as at 30 June 2025 |
Number* |
|---|---|
| 5,000,000 (1,250,000) |
|
| 3,750,000 | |
| (2,500,000) | |
| 1,250,000 |
f. Capital Management
The directors control the capital of the Group to ensure that adequate cash flows are generated to fund its operations and continue as a going concern.
The Group’s capital includes ordinary share capital.
There are no externally imposed capital requirements.
The directors effectively manage the Group’s capital by assessing the Group’s financial risks and responding to changes in these risks.
There have been no changes in the strategy adopted by management since the prior year.
63
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 16: ISSUED CAPITAL (CONTINUED)
g. Reserve
| g. Reserve |
|
|---|---|
| Share based payment reserve Performance rights Financial assets reserve Total Reserve |
2025 2024 |
| $ $ |
|
| 910,213 910,213 231,465 173,285 1,523,631 402,178 |
|
| 2,665,309 1,485,676 |
h. Share based payments
A share option plan has been established by the consolidated entity and approved by shareholders at a general meeting, whereby the consolidated entity may, at the discretion of the board of directors, grant options over ordinary shares in the company to certain key management personnel of the consolidated entity. The options are issued for nil consideration and are granted in accordance with performance guidelines established by the board of directors.
Set out below are summaries of options in the financial period*:
| 2025 | |
|---|---|
| Grant date Expiry date Exercise price |
Balance at the start of the year Granted Exercised Expired Lapsed Balance at the end of the year |
| 9-Mar-23 31-Mar- 26 $0.124 6-Nov-23 15-Dec- 26 $0.033 Weighted average exercise price |
350,000 - - - - 350,000 2,200,000 - - - - 2,200,000 |
| 2,550,000 - - - - 2,550,000 |
|
| 0.045 - - - - 0.045 |
2024
| Grant date Expiry date Exercise price |
Balance at the start of the year Granted Exercised Expired Lapsed Balance at the end of the year |
|---|---|
| 26-Aug-20 26-Aug-23 $0.024 2-Feb-21 2-Feb-24 $0.038 2-Feb-21 2-Feb-24 $0.048 2-Feb-21 2-Feb-24 $0.058 12-May-21 12-May-24 $0.038 12-May-21 12-May-24 $0.048 12-May-21 12-May-24 $0.058 9-Mar-23 31-Mar-26 $0.124 6-Nov-23 15-Dec-26 $0.033 Weighted average exercise price |
1,000,000 - - - (1,000,000) -- 193,333 - - - (193,333) - 193,333 - - - (193,333) - 193,334 - - - (193,334) - 800,000 - - - (800,000) - 800,000 - - - (800,000) - 800,000 - - - (800,000) - 350,000 - - - - 350,000 - 2,200,000 - - - 2,200,000 |
| 4,330,000 2,200,000 - - (3,980,000) 2,550,000 |
|
| 0.049 0.033 - - 0.042 0.045 |
64
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 16: ISSUED CAPITAL (CONTINUED )
Set out below are summaries of performance rights in the financial period*:
2025
| Grant date Expiry date Exercise price Balance at the start of the year Granted Exercised Expired Lapsed Balance at the end of the year |
Grant date Expiry date Exercise price Balance at the start of the year Granted Exercised Expired Lapsed Balance at the end of the year |
|---|---|
| 24-Nov-22 28-Nov-24 Nil 24-Nov-22 28-Nov-25 Nil |
2,500,000 - - 2,500,000 - - 1,250,000 - - - - 1,250,000 |
| 3,750,000 - - 2,500,000 - 1,250,000 |
2024
| Grant date |
Expiry date |
Exercise price |
Balance at the start of the year |
Granted |
Exercised | Expired |
Lapsed | Balance at the end of the year |
|---|---|---|---|---|---|---|---|---|
| 24-Nov-22 | 28-May-24 |
Nil | 1,250,000 | - | - | 1,250,000 | - | - |
| 24-Nov-22 | 28-Nov-24 |
Nil | 2,500,000 | - | - | - | - | 2,500,000 |
| 24-Nov-22 | 28-Nov-25 |
Nil | 1,250,000 | - | - | - | - | 1,250,000 |
| 5,000,000 | - | - | 1,250,000 | - | 3,750,000 |
The weighted average remaining contractual life of options outstanding at the end of the financial year was 1.36 years (2024: 2.36 years).
For the options on issue, the valuation model inputs used to determine the fair value at the grant date, are as follows:
| Grant Date | Expiry Date | Number of options |
Share price at grant date |
Exercise price |
Expected volatility |
Risk-free interest rate |
Fair value at grant date |
|---|---|---|---|---|---|---|---|
| 9-Mar-23 | 31-Mar-26 | 350,000 | $0.035 | $0.124 | 40.04% | 3.22% | $0.0023 |
| 6-Nov-23 | 15-Dec-26 | 2,200,000 | $0.025 | $0.033 | 49.32% | 3.67% | $0.0048 |
For the performance rights on issue, the valuation model inputs used to determine the fair value at the grant date, are as follows:
| Grant Date | Expiry Date | Number of performance rights |
Share price at grant date |
Exercise price |
Expected volatility |
Risk-free interest rate |
Fair value at grant date |
|---|---|---|---|---|---|---|---|
| 24-Nov-22 | 28-Nov-25 | 700,000 | $0.055 | Nil | 116.62% | 2.44% | $0.055 |
| 24-Nov-22 | 28-Nov-25 | 150,000 | $0.055 | Nil | 116.62% | 2.44% | $0.055 |
| 24-Nov-22 | 28-Nov-25 | 400,000 | $0.055 | Nil | 116.62% | 2.44% | $0.055 |
65
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 17: CONTINGENT ASSETS
The Company is entitled to receive up to AUD$2 million in deferred consideration, payable in Brightstar Resources Ltd.’s shares, subject to milestones such as commencement of commercial gold production or delineation of a 1 Moz JORC-compliant Mineral Resource at Montague East
As these milestones are uncertain future events not wholly within the control of the Company, the deferred consideration has not been recognised as an asset in the financial statements. It will be recognised only when it becomes virtually certain that the conditions for receipt have been met.
NOTE 18: CONTINGENT LIABILITIES, CAPITAL EXPENDITURE AND MINING TENEMENT COMMITMENTS
The Board of Directors believe that there are no contingent liabilities or capital equipment commitments up to or subsequent to 30 June 2025 (2024: $nil) for either the Parent Entity or its subsidiary. The mining tenement commitment as at 30 June 2025 is $2,471,220 (2024: $1,692,500).
NOTE 19: RELATED PARTY TRANSACTIONS
a. Directors and Key Management Persons
| Key Management Persons | Position |
|---|---|
| Mark Cossom | Managing Director (resigned 01 October 2024) |
| David Crook | Non-executive Director (appointed 29 May 2025) |
| Trent Franklin | Non-executive Director (resigned 25 August 2025) |
| Peter Lester | Non-executive Director (resigned 25 August 2025) |
| Peter Langworthy | Executive Chair (resigned 25 September 2025)@ |
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:
| Short-term employee benefits Post-employment benefits Share-based payments |
2025 2024 |
|---|---|
| $ $ |
|
| 595,413 563,900 49,480 35,468 28,593 74,419 |
|
| 673,486 673,787 |
b. Directors’ loans
No directors or any key personnel have received any loans from the Group.
c. Other
During the 2025 Financial Year, the Group entered into the following transactions with related parties:
Omni GeoX Pty Ltd which is a related party of Peter Langworthy (Executive Chair) was paid $322,893 (2024: $133,776) for geological and logistic services.
Related parties of Trent Franklin, a Non-Executive Director of the Group including Enrizen Pty Ltd received $5,281 (2024: $4,410) for insurance services; Enrizen Lawyers Pty Ltd received $114,315 (2024: $82,923) for legal services; Enrizen Services Pty Ltd received $547 (2024: $270) for website design services; Enrizen Accounting Pty Ltd received $122,097 (2024: $125,000) for company secretarial and accounting services. As at reporting date, $Nil was payable to Enrizen Accounting Pty Ltd, $12,775 was payable to Enrizen Lawyers Pty Ltd and $Nil was payable to Enrizen Services Pty Ltd.
66
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 19: RELATED PARTY TRANSACTIONS (CONTINUED )
d. Consolidated entities
The Group operates in the exploration industry in Australia only. The Group has the following 100% wholly owned subsidiaries whose transactions have been consolidated into the Group accounts:
| Pre-1 | July 2024 | Disclosures for 1 July | Disclosures for 1 July | ||||
|---|---|---|---|---|---|---|---|
| disclosures | 2024 | onwards | |||||
| Foreign | |||||||
| jurisdiction(s) | |||||||
| in which the | |||||||
| Name of entity | Type of entity |
% of share capital held |
Country of incorporation |
Australian resident or foreign resident |
Foreign tax jurisdiction(s) of foreign residents |
Australian resident |
entity is a resident for tax purposes (according to |
| the law of the | |||||||
| foreign | |||||||
| jurisdiction) | |||||||
| Gateway Mining | Body | N/A | Australia | Australia | N/A | Yes | N/A |
| Limited | Corporate | ||||||
| Boomgate Capital | Body | 100% | Australia | Australia | N/A | Yes | N/A |
| Pty Ltd | Corporate | ||||||
| Gateway Projects | Body | 100% | Australia | Australia | N/A | Yes | N/A |
| WA Pty Ltd | Corporate | ||||||
| PPG Yandal Pty | Body | 100% | Australia | Australia | N/A | Yes | N/A |
| Ltd | Corporate | ||||||
| Body | 100% | Australia | Australia | N/A | Yes | N/A | |
| GB South Pty Ltd | Corporate |
67
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 20: FINANCIAL RISK MANAGEMENT
The Group’s financial instruments consist mainly of cash at banks, and deposits with Citibank, receivables and payables, and financial assets at fair valued through other comprehensive income.
The Group does not have any derivative instruments at the end of the reporting period.
The totals for each category of financial instruments, measured in accordance with AASB 9 as detailed in the accounting policies to these financial statements are as follows:
| 2025 2024 |
|
|---|---|
| Note | $ $ |
| Financial assets Cash and cash equivalents 4 Receivables 5 Bank Guarantee 5 Financial assets at fair value through other comprehensive income -at fair value: - Listed investments 6 - Unlisted investments 6 Total Financial Assets Financial liabilities - Trade and other payables 8 - Lease liabilities 11 Total Financial Liabilities |
3,768,339 1,402,795 39,173 37,329 19,266 14,800 8,364,151 63,685 632,531 481,928 |
| 12,823,460 2,000,537 |
|
| 271,953 389,231 82,792 120,567 |
|
| 354,745 509,798 |
Financial Risk Management Policies
The Board’s overall risk management strategy seeks to assist the Group in meeting its financial targets, whilst minimising potential adverse effects on financial performance. Risk management policies are approved and review by the directors on a regular basis. These include credit risk policies and future cash flow requirements.
Financial Risk Exposures and Managements
The main risks the Group is exposed to through its financial instruments are price risk, interest rate risk, liquidity risk and credit risk.
Price Risk
The Group in the current year did not have any significant exposure to commodity price risk. The Group will have exposure to gold and other minerals price risk if and when mining operations begin. Directors have not made any determination at this stage as to whether they will consider commodity price hedge arrangements.
The Group’s investment in listed shares that listed on the ASX are exposed to price risk. The sensitivity analysis of the Group’s exposure to price risk is as follows:
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 20: FINANCIAL RISK MANAGEMENT (CONTINUED)
| Average price increase | Average price increase | Average price increase | Average price | Average price | decrease | |
|---|---|---|---|---|---|---|
| % Change |
Effect on profit |
Effect on net assets |
% Change |
Effect on profit |
Effect on net assets |
|
| Consolidated – 2025 | ||||||
| Financial assets at fair value through | ||||||
| other comprehensive income | ||||||
| - Listed shares | 10% | - | 836,415 | 8% | - | 669,132 |
| - Unlisted shares | 10% | - | 63,253 | 8% | - | 50,602 |
Interest rate risk
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at reporting date whereby future changes in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. Cash has an interest rate of 0.50% at year end. A change in rate will not be significant to the Group.
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to exploration expenditure. The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate funds are maintained.
Financial liability and financial assets maturity analysis
The tables below reflect an undiscounted contractual maturity analysis for financial instruments. Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. The timing of cash flows presented in the table to settle financial liabilities reflects the earliest contractual settlement dates.
69
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 20: FINANCIAL RISK MANAGEMENT (CONTINUED)
| Maturing within 1 Year Maturing 1 to 5 Years Total |
|
|---|---|
2025 2024 2025 2024 2025 2024 |
|
| $ $ $ $ $ $ |
|
| Financial assets Cash Receivables & others Term deposits Financial assets at fair value through other comprehensive income - Listed investments - Unlisted investments Total anticipated inflows Financial Liabilities Lease liabilities Sundry payables and accruals Total expected outflows Net inflow on financial instruments |
3,768,339 1,402,795 - - 3,768,339 1,402,795 58,439 52,129 - - 58,439 52,129 - - - - - - 8,364,151 63,685 8,364,152 63,685 - - 632,531 481,928 632,531 481,928 |
| 3,826,778 1,454,924 8,996,682 545,613 12,823,460 2,000,537 (40,154) (37,775) (42,638) (82,792) (82,792) (120,567) (271,953) (389,231) - - (271,953) (389,231) |
|
| (312,107) (427,006) (42,638) (82,792) (354,745) (509,798) |
|
| 3,514,671 1,027,918 8,954,044 462,821 12,468,715 1,490,739 |
Credit Risk
The maximum exposure to credit risk by class or recognised financial assets at the end of the reporting period, excluding the value of any collateral or other security held, is equivalent to the carrying value and classification of those financial assets (net of any provisions) as present in the statement of financial position.
Fair Value
The fair values of listed investments have been valued at the fair value predominantly being the quoted market bid price at the end of the reporting period.
Fair value hierarchy
The following tables detail the consolidated entity’s assets and liabilities, measured or disclosed at fair value, using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
-
Level 3: Unobservable inputs for the asset or liability
All financial assets held by the Group are assessed as Level 1 and Level 3 financial assets.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 20: FINANCIAL RISK MANAGEMENT (CONTINUED)
| Level 1 Level 2 Level 3 Total |
|
|---|---|
| $ $ $ $ |
|
| Consolidated – 2025 Assets Ordinary shares – listed investments Ordinary shares – unlisted investments Total assets Consolidated – 2024 Assets Ordinary shares – listed investments Ordinary shares – unlisted investments Total assets |
8,364,151 - - 8,364,151 - - 632,531 632,531 |
| 8,364,151 - 632,531 8,996,682 63,685 - - 63,685 - - 481,928 481,928 |
|
| 63,685 - 481,928 545,613 |
NOTE 21: RECONCILIATION OF PROFIT/(LOSS) TO NET CASH OUTFLOWS FROM OPERATING ACTIVITIES
| Profit/(Loss) for the year Non-Cash flows in profit from ordinary activities gain on sale of gold rights Other income Realised gains on sale of investments Depreciation expenses Net movement in rehabilitation provision Exploration expenditure and financial investments written off Interest expense on AASB 16 lease accounting Share based payment Changes in assets and liabilities: (Increase)/decrease in trade and other debtors Increase/(decrease) in trade creditors Increase/(decrease) in provision Net cash flow from operating activities |
2025 2024 |
|---|---|
| $ $ |
|
| 2,436,236 (1,666,569) |
|
| (3,981,625) - (5,495) - (35,905) - 57,545 62,378 (150,102) 188,974 430,307 338,853 3,107 799 58,180 81,084 (20,185) (17,201) (67,489) (39,397) (83,867) (15,671) |
|
| (1,359,293) (1,066,750) |
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 22: PARENT ENTITY INFORMATION
Statement of profit or loss and other comprehensive income
| Profit/(Loss) after income tax Total comprehensive loss Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity: Issued capital Reserve Retained profits Total equity |
2025 2024 |
|
|---|---|---|
| $ $ |
||
| 2,436,236 (1,666,569) |
||
| 2,436,236 (1,666,569) |
||
| 2025 2024 $ $ 3,925,207 1,581,931 30,512,593 28,431,289 313,487 648,829 361,031 2,187,395 60,891,922 61,656,446 2,665,309 594,253 (33,405,669) (36,006,805) 30,151,562 26,243,894 |
Guarantees entered into by the Parent Entity in relation to the debts of its subsidiaries
There are no such guarantees arrangements during the years ended 30 June 2025 and 30 June 2024.
Contingent liabilities
The Parent Entity had no contingent liabilities as at 30 June 2025 and 30 June 2024.
Capital commitments – Property, plant and equipment
The Parent Entity had no capital commitments for property, plant and equipment as at 30 June 2025 and 30 June 2024.
Significant accounting policies
The accounting policies of the Parent Entity are consistent with those of the Group, as disclosed in note 1, except for the following:
-
Investments in subsidiaries are accounted for at cost, less any impairment, in the Parent Entity.
-
Dividends received from subsidiaries are recognised as other income by the Parent Entity and its receipt may be an indicator of an impairment of the investment.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 23: EVENTS SUBSEQUENT TO REPORTING DATE
Completion of Acquisition of Yandal Project
Subsequent to the 2025 Financial Year, the Company announced that it had completed its acquisition of the Yandal Project in Western Australian from Strickland.
On completion of the Acquisition, the Company issued to Strickland as consideration 1,500,000,000 in convertible preference shares in Gateway ( GML CP Shares ).
The GML CP Shares are convertible preference shares with limited voting rights which automatically converted into fully paid ordinary shares in Gateway on a one-for-one basis following the In-specie Distribution to eligible Strickland shareholders.
1,200,000,000 GML CP Shares were distributed to Strickland shareholders and Strickland retained 300,000,000 GML CP Shares.
Shareholder approval was obtained on 18 August 2025, and the Acquisition was completed on 19 August 2025.
All other conditions relating to the Acquisition have been satisfied.
For full details of the Acquisition, please refer to the Company’s announcement dated 30 June 2025 (and the Amendment Announcement dated 2 July 2025).
Board and Management Restructure
Subsequent to the 2025 Financial Year, the Company announced the appointment of highly experienced mining executives Mr Andrew Bray as Executive Chairman, Mr Anthony McClure and Mr David Morgan as NonExecutive Directors as part of a board restructure.
Mr Richard Pugh was also appointed as Chief Executive Officer.
Mr Bray has over 15 years of experience in the formation, financing and development of natural resources companies. Mr Bray holds a Bachelor of Economics and Bachelor of Laws (Hons 1) from the University of Sydney. Mr Bray is a foundation shareholder and past Chief Executive Officer of Strickland Metals Limited.
Mr McClure has had 30 years technical, management and financial experience in the resource sector worldwide in project management and executive development roles. He has also worked in the financial services industry within the mineral and energy sectors. Mr McClure has a Bachelor of Science (Geology) degree. Mr McClure is currently a Chairman of Strickland Metals Limited. He was a past director of Silver Mines Limited, Bolnisi Gold NL, Nickel Mines Limited, European Gas Limited and Santana Minerals Limited.
Mr Morgan is a mining engineer and mechanical engineer with 40 years’ experience in the mining industry in Australia and Africa. He has previously held a number of executive development and mine operations roles involving project engineering, maintenance and contract earthmoving for companies such as Rio Tinto, Macmahon and WMC Resources. He was General Manager Operations for Equigold in Queensland and was also General Manager Mining and Metallurgy for Sundance Resources Mbalam Iron Ore Project.
Mr Bray, Mr McClure and Mr Morgan are very well acquainted with the Yandal Gold Project, having been closely involved in its development since 2021 during their involvement with Strickland.
Mr Peter Langworthy, Mr Trent Franklin and Mr Peter Lester stepped down as Non-Executive Directors to focus on their other roles. Mr Langworthy has transitioned to a Technical Advisor of the Company.
Mr Pugh has been employed by Strickland Metals Limited since 2022, starting as the Geology Manager and later being promoted to Executive Technical Director in 2024.
Mr Pugh has over 18 years industry experience, having previously been a Senior Consulting Geologist and Exploration Manager for several ASX mineral exploration companies. Mr Pugh has a Bachelor’s degree in Exploration and Resource Geology from Cardiff University and is also a member of the Australian Institute of Geoscientists (AIG). Mr Pugh has played an instrumental role in the exploration growth at the Company’s Yandal Gold Project in Western Australia since 2022 as part of his employment with Strickland Metals Limited.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 23: EVENTS SUBSEQUENT TO REPORTING DATE (CONTINUED)
The structure of the Board and its officers is as follows:
-
Mr Andrew Bray – Executive Chairman;
-
Mr Anthony McClure – Non-Executive Director;
-
Mr David Morgan – Non-Executive Director;
-
Mr David Crook – Non-Executive Director;
-
Mr Richard Pugh – Chief Executive Officer and
-
Mr Kar Chua – Company Secretary.
Acquisition of Glenburgh South Gold Project
Subsequent to the 2025 Financial Year, the Company announced that it has entered into a binding agreement ( Agreement ) with several parties ( Vendors ) to acquire an 80% interest in the Glenburgh South Project ( Glenburgh Transaction ).
The tenements, which make up the Glenburgh South Project, are listed in the Company’s ASX Announcement on 15 September 2025 ( Tenements ).
The Glenburgh Transaction secures approximately 620 square kilometres of highly prospective ground within 10 kilometres of Benz Mining Corp’s 510Koz Glenburgh Gold Project.
Terms of Glenburgh Transaction
The Company will pay the following consideration to the Vendors (or their nominees) for an 80% interest in the Tenement as follows:
-
$200,000 cash payment as a reimbursement for prior expenditure incurred on the Tenements; and
-
$235,000 in fully paid ordinary shares in the capital of Gateway ( Glenburgh Consideration Shares ) issued at the 5 day volume weighted average price prior to the Transaction being announced, being 3,903,655 Glenburgh Consideration Shares at an issue price of $0.0602 per Glenburgh Consideration Share.
The Company has provided a commitment to the Vendors to spend $1.4 million in exploration expenditure on the Glenburgh South Project over the next three years.
The Glenburgh Transaction was completed on 19 September 2025.
The Company and the Vendors have entered into an unincorporated joint venture in respect of the Tenements with the Company owning an 80% interest in the Tenements and the Vendors owning a 20% interest ( Joint Venture ).
The Company will be the manager of the Joint Venture, and the Vendors’ 20% interest in the Tenements will be free carried through to a completion of a definitive feasibility study ( Free Carry Period ).
Following the Free Carry Period, the parties must each fund all expenditure under the Joint Venture on a prorata basis in proportion to their respective participating interest in the Joint Venture from time to time.
Placement
Subsequent to the 2025 Financial Year, the Company announced that it had firm commitments for a share placement ( Placement ) to institutional, professional and sophisticated investors to raise $22.5 million (before costs) to underpin the next phase of exploration and drilling at Gateway’s flagship Yandal Gold Project, and also for initial exploration at the Company’s newly acquired Glenburgh South Project both in Western Australia.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NOTE 23: EVENTS SUBSEQUENT TO REPORTING DATE (CONTINUED)
The Placement will comprise the issue of 409,090,909 new shares at $0.055 per share ( New Shares ), with strong support from existing and new investors, as well as the Company’s Directors and related parties (subject to shareholder approval).
JP Equity Partners acted as lead manager ( Lead Manager ) to the Placement.
The Directors (and/or their nominees) and related parties of the Company committed to support the Placement, subject to shareholder approval, subscribing for a collective total of $1,675,000 under the Placement (being 30,454,546 New Shares).
The issue of the New Shares to non-related parties of the Company to occur on Thursday, 2 October 2025.
The New Shares issued to Directors and related parties under the Placement will be issued subject to shareholder approval at the Company’s Annual General Meeting.
The New Shares issued under the Placement are fully paid ordinary shares and will rank equally with the shares currently on issue.
The Lead Manager (or their nominees) will also be issued 20,000,000 unlisted options with an exercise price $0.10 expiring 3 years from the date of issue.
No other matter or circumstance has arisen since the reporting date that has significantly affected or may significantly affect the consolidated entity’s operations, the results of those operations or the consolidated entity’s state of affairs in future financial years.
NOTE 24: COMPANY DETAILS
The registered office & sole principal place of business of the Group is:
Gateway Mining Limited B1/431 Roberts Road Subiaco WA 6008 Australia
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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CONSOLIDATED ENTITY DISCLOSURE STATEMENT FOR THE YEAR ENDED 30 JUNE 2025
| Pre-1 | July 2024 | Disclosures for 1 July | Disclosures for 1 July | ||||
|---|---|---|---|---|---|---|---|
| disclosures | 2024 | onwards | |||||
| Foreign | |||||||
| jurisdiction(s) | |||||||
| Name of entity |
Type of entity | % of share capital held |
Country of incorporation |
Australian resident or foreign resident |
Foreign tax jurisdiction(s) of foreign residents |
Australian resident |
in which the entity is a resident for tax purposes (according to |
| the law of the | |||||||
| foreign | |||||||
| jurisdiction) | |||||||
| Gateway | Body | N/A | Australia | Australia | N/A | Yes | N/A |
| Mining | Corporate | ||||||
| Limited | |||||||
| Boomgate | Body Corporate | 100% | Australia | Australia | N/A | Yes | N/A |
| Capital Pty | |||||||
| Ltd | |||||||
| Gateway | Body Corporate | 100% | Australia | Australia | N/A | Yes | N/A |
| Projects WA | |||||||
| Pty Ltd | |||||||
| PPG Yandal | Body Corporate | 100% | Australia | Australia | N/A | Yes | N/A |
| Pty Ltd | |||||||
| GB South Pty | |||||||
| Ltd | Body Corporate | 100% | Australia | Australia | N/A | Yes | N/A |
Basis of Preparation
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001, reflecting the amendments to section 295(3A)(vi) and (vii) which clarify the definition of foreign resident as being an entity that is treated as a resident of a foreign country under the tax laws of that foreign country. These amendments apply for financial years beginning on or after 1 July 2024. The CEDS includes certain information for each entity that was part of the consolidated entity at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements.
Determination of Tax Residency
Section 295(3B)(a) of the Corporation Acts 2001 defines Australian resident as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency. Section 295 (3A)(a)(vii) requires the determination of tax residency in a foreign jurisdiction to be based on the law of the foreign jurisdiction relating to foreign income tax. In determining tax residency, the consolidated entity has applied the following interpretations:
Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance in Tax Ruling TR 2018/5.
Foreign tax residency
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in determining tax residency in those foreign jurisdictions and ensure compliance with applicable foreign tax legislation.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
DIRECTORS’ DECLARATION
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The directors declare that:
-
1 the financial statements and notes, as set out on pages 45 to 76 are in accordance with the Corporations Act 2001 and other mandatory professional reporting requirements:
-
(a) comply with the Accounting Standards and the Corporations Regulations 2001;
-
(b) give a true and fair view of the consolidated entities financial position as at 30 June 2025 and of the performance for the year ended on that date of the consolidated entity; and
-
(c) comply with International Financial Reporting Standards as issued by the International Accounting Standard Board as described in note 1 to the financial statements;
-
2 the Executive Chairman and the Company Secretary, who perform the functions of Chief Executive Officer and Chief Financial Officer respectively, have each declared that:
-
(a) the financial records of the Group for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;
-
(b) the financial statements and notes for the financial year comply with the Accounting Standards; and
-
(c) the financial statements and notes for the financial year give a true and fair view;
-
3 in the directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
-
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
This declaration is made in accordance with a resolution of the Board of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
Andrew Bray Executive Chair
Anthony McClure Non-Executive Director
Dated this 30[th] September 2025
77
Parkline Place Level 25, 252 Pitt Street Sydney NSW 2000 Australia
Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 www.bdo.com.au
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INDEPENDENT AUDITOR'S REPORT
To the members of Gateway Mining Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Gateway Mining Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2025, 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 report, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001 , including:
-
(i) Giving a true and fair view of the Group’s financial position as at 30 June 2025 and of its financial 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 are independent of the Group in accordance with 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.
We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of A.C.N. 050 110 275 Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and A.C.N. 050 110 275 Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
78
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our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Accounting for sale of Tenements
Key audit matter
How the matter was addressed in our audit
On 1 August 2024, the Group entered into a binding tenement sale agreement with Brightstar to sell its tenements, including gold mineral rights (Gold Rights) comprising Montague East (Sale Tenements) to Brightstar for total consideration comprising $14 million in cash and shares which was subsequently completed on 02 October 2024.
Given the significance of the sale of the Project and the various fees, tenements and costs involved, there is a risk that this may not be appropriately accounted for in accordance with Australian Accounting Standards.
Our audit procedures for addressing this key audit matter included, but were not limited to the following:
-
Ensuring that the valuation of total consideration including cash, equity and contingent consideration was in accordance with accounting standards.
-
Verification of cash consideration to bank, and other consideration to supporting documentation as appropriate (share certificates etc).
-
Calculation of gain or loss on disposal and appropriate adjustment to derecognise the carrying value of the disposed tenement assets.
-
Consideration of any changes to contingent consideration at subsequent reporting date.
-
Appropriate disclosure in the financial report of all pertinent matters in accordance with relevant accounting standards.
Other information
The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2025, but does not include the financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
79
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Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of:
-
a) the financial report 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 Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
-
i) the financial report 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.
In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has 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 the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 31 to 39 of the directors’ report for the year ended 30 June 2025.
In our opinion, the Remuneration Report of Gateway Mining Limited, for the year ended 30 June 2025, complies with section 300A of the Corporations Act 2001 .
80
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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.
BDO Audit Pty Ltd
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Leah Russell Director
Sydney, 30 September 2025
81
GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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SHAREHOLDER INFORMATION
As at 26 September 2025, the Company provides the following information:
a. Voting Rights
The total number of shares on issue is 1,913,723,950.
The total number of shareholders was 5,676 and each share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.
b. Distribution of Shareholders by Number (ordinary Shares)
| HOLDING RANGES | HOLDERS | TOTAL UNITS | % ISSUED SHARE CAPITAL |
|---|---|---|---|
| above 0 upto and including1,000 | 261 | 80,729 | 0.00% |
| above 1,000 upto and including5,000 | 1,050 | 3,190,150 | 0.17% |
| above 5,000 upto and including10,000 | 835 | 5,950,682 | 0.31% |
| above 10,000 up to and including 100,000 |
2,340 | 84,252,884 | 4.40% |
| above 100,000 | 1,190 | 1,820,249,505 | 95.12 % |
| Totals | 5,676 | 1,913,723,950 | 100.00% |
-
c. Number of shareholdings held in less than marketable parcels is 1,916 (assumes closing share price of $0.061 as at 26 September 2025).
-
d. The substantial shareholders in the Company are as follows:
| HOLDER NAME | NUMBER HELD | PERCENTAGE |
|---|---|---|
| STRICKLAND METALSLIMITED | 300,000,000 | 15.68% |
| L11 CAPITAL PTY LTD | 159,318,287 | 8.33% |
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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SHAREHOLDER INFORMATION
e. 20 largest Shareholders as at 26 September 2025:
| Pos | Holder Name | Holding | % IC |
|---|---|---|---|
| 1 | STRICKLAND METALS LIMITED | 300,000,000 | 15.68 |
| 2 | L11 CAPITAL PTY LTD | 159,318,287 | 8.33 |
| 3 | ISIHC LTD | 74,716,606 | 3.90 |
| 4 | CITICORP NOMINEES PTY LIMITED | 72,772,707 | 3.80 |
| 5 | TRENT FRANKLIN AND ASSOCIATED ENTITIES | 47,269,749 | 2.47 |
| 6 | KERRY HARMANIS GROUP | 34,700,354 | 1.81 |
| 7 | MR SHANE TIMOTHY BALL |
32,842,896 | 1.72 |
| 8 | MILLROSE GOLD MINES LTD | 29,842,014 | 1.56 |
| 9 | MR SHANE TIMOTHY BALL |
28,433,387 | 1.49 |
| 10 | OMNI GEOX PTY LTD | 25,566,558 | 1.34 |
| 11 | GASCOYNE HOLDINGS PTY LTD |
24,975,907 | 1.30 |
| 12 | MR JEREMY NICHOLAS TOLCON & MRS NADINE RUTH TOLCON |
24,000,000 | 1.25 |
| 13 | MRS NADINE RUTH TOLCON | 22,000,000 | 1.15 |
| 14 | ZOZO CAPITAL PTY LTD |
18,546,939 | 0.97 |
| 15 | MS LINDA MARGARET BERNARD |
15,249,653 | 0.80 |
| 16 | MR GREGORY JOHN SHARPLESS & MRS JENNIFER LEE SHARPLESS |
14,195,615 | 0.74 |
| 17 | BNP PARIBAS NOMINEES PTY LTD |
13,914,942 | 0.73 |
| 18 | BNP PARIBAS NOMS PTY LTD | 13,713,238 | 0.72 |
| 19 | MOTTA PROPERTY INVESTMENTS PTY LTD | 13,340,072 | 0.70 |
| 20 | 88 LISIN PTY LTD |
11,936,530 | 0.62 |
| TOTAL TOP 20 HOLDERS | 977,335,454 | 51.08 | |
| TOTAL OTHER HOLDERS | 936,388,496 | 48.92 | |
| TOTAL ISSUED CAPITAL | 1,913,723,950 | 100.00 |
-
f. There is no on-market buy back currently being undertaken.
-
g. There are 71,558,083 listed options ( Listed Options ) on issue with an exercise price of $0.033 per option and expiring on 15 December 2026 with a total of 65 option holders as at 26 September 2025. The Listed Options do not carry any voting rights.
a. Distribution of Listed Option holders by Number
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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SHAREHOLDER INFORMATION
| HOLDING RANGES | HOLDERS | TOTAL UNITS | % ISSUED SHARE CAPITAL |
|---|---|---|---|
| above 0 up to and including 1,000 | 1 | 546 | - |
| above 1,000 up to and including 5,000 | - | - | - |
| above 5,000 up to and including 10,000 | - | - | - |
| above 10,000 up to and including 100,000 |
7 | 504,091 | 0.70% |
| above 100,000 | 57 | 71,053,446 | 99.30% |
| Totals | 65 | 71,558,083 | 100.00% |
- b. The substantial Listed Option holders in the Company are as follows:
| HOLDER NAME | NUMBER HELD | PERCENTAGE |
|---|---|---|
| HARMANIS HOLDINGS PTY LTD | 6,914,142 | 9.66% |
| ADAMS TERM INVESTMENTS PTY LTD | 5,213,642 | 7.29% |
| MSLINDA MARGARET BERNARD | 4,545,455 | 6.35% |
| CRANPORT PTY LTD | 4,000,000 | 5.59% |
| MR JEREMY NICHOLAS TOLCON & MRS NADINE RUTH TOLCON |
3,636,364 | 5.08% |
- c. 20 largest Listed Option Holders as at 26 September 2025:
| Pos | Group/Holder Name | Holding | % IC |
|---|---|---|---|
| 1 | KERRY HARMANIS GROUP | 6,914,142 | 9.66 |
| 2 | ADAMS TERM INVESTMENTS PTY LTD | 5,213,642 | 7.29 |
| 3 | MS LINDA MARGARET BERNARD |
4,545,455 | 6.35 |
| 4 | CRANPORT PTY LTD |
4,000,000 | 5.59 |
| 5 | MR JEREMY NICHOLAS TOLCON & MRS NADINE RUTH TOLCON |
3,636,364 | 5.08 |
| 6 | RUNNING WATER LTD | 3,545,456 | 4.95 |
| 7 | PINN CAPITAL PTY LTD |
3,000,000 | 4.19 |
| 8 | TRENT FRANKLIN AND ASSOCIATED ENTITIES | 2,727,273 | 3.81 |
| 9 | MS CATHERINE MARGUERITE BRAY |
2,583,071 | 3.61 |
| 10 | L11 CAPITAL PTY LTD |
2,311,200 | 3.23 |
| 11 | MILLROSE GOLD MINES LTD | 2,272,728 | 3.18 |
| 12 | JERICHO EXPLORATION PTY LTD |
2,272,727 | 3.18 |
| 13 | MR JULES LE CLEZIO | 2,065,976 | 2.89 |
| 14 | BOSTOCK INVESTMENTS PTY LTD | 1,536,364 | 2.15 |
| 15 | MRS NADINE RUTH TOLCON | 1,363,637 | 1.91 |
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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SHAREHOLDER INFORMATION
| Pos | Group/Holder Name | Holding | % IC |
|---|---|---|---|
| 16 | GRIMALA PTY LTD |
1,150,000 | 1.61 |
| 17 | MR MICHAEL LAWRENCE PINN & MRS GAY MURIEL PINN |
1,150,000 | 1.61 |
| 18 | OMNI GEOX PTY LTD | 1,000,000 | 1.40 |
| 19 | INTERNATIONAL BUSINESS NETWORK (SERVICES) PTY LTD |
1,000,000 | 1.40 |
| 20 | MR ALEX FORSTER EVANS | 1,000,000 | 1.40 |
| TOTAL TOP 20 HOLDERS | 53,288,035 | 74.47 | |
| TOTAL OTHER HOLDERS | 18,270,048 | 25.53 | |
| TOTAL ISSUED CAPITAL | 71,558,083 | 100.00 |
- d. The Company has 16,940,902 unquoted options exercisable at $0.124, expiry 31 March 2026 held by 117 holders ( Unlisted Options ).
The Unlisted Options do not carry any voting rights.
- e. Distribution of Option holders by Number (unlisted options)
| HOLDING RANGES | HOLDERS AND PERCENTAGE |
|---|---|
| Unlisted Options | |
| 1-1,000 | - |
| 1,001-5,000 | - |
| 5,001-10,000 | - |
| 10,001-100,000 | 63(21.65 %) |
| 100,001 –and above | 54(78.35%) |
| TOTALS | 117(100.00%) |
- f. The Company has the following unlisted Performance Rights ( Performance Rights ) on Issue:
| NUMBER OF PERFORMANCE RIGHTS GRANTED |
VESTING CONDITIONS | EXPIRY DATE | HOLDERS |
|---|---|---|---|
| 1,250,000 | Vest upon company reporting to the market a JORC compliant resource of 1.5millionounces ofgold |
28/11/25 | 3 |
The Performance Rights do not carry any voting rights.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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SHAREHOLDER INFORMATION
g. Distribution of Performance Rights holders by number
| HOLDING RANGES | HOLDERS AND PERCENTAGE |
|---|---|
| Performance Rights | |
| Vest upon company reporting to the market a JORC compliant resource of 1.5 million ounces of gold |
|
| 1-1,000 | |
| 1,001-5,000 | |
| 5,001-10,000 | |
| 10,0001-100,000 | |
| 100,0001 – and above | 3(100%) |
| Totals | 3(100%) |
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement of Gateway Mining Limited (the Group ) has been prepared in accordance with the 4[th] Edition of the Australian Securities Exchange’s ( ASX ) Corporate Governance Principles and Recommendations of the ASX Corporate Governance Council ( ASX Principles and Recommendations ). The Group is required to disclose the extent to which it has followed the recommendations during the financial year, including reasons where the Group has not followed a recommendation and any related alternative governance practice adopted.
Both this Corporate Governance Statement and the ASX Appendix 4G have been lodged with the ASX. This statement has been approved by the Group’s Board of Directors ( Board ) and is current as at 30[th] September 2025.
The following governance related documents can be found on the Group’s website at http://www.gatewaymining.com.au, under the section marked, ‘Corporate Governance’.
Charters:
-
Board
-
Audit Committee
-
Nomination Committee
-
Remuneration Committee
Policies and Procedures:
-
Code of Conduct
-
Continuous Disclosure
-
Diversity Policy
-
Whistleblower Policy
-
Anti-Bribery and Corruption Policy
-
Selection and Appointment of New Directors
-
Trading in Company Securities
-
Assessing the Independence of Directors
-
Independent Professional Advice
-
Selection, Appointment and Rotation of External Auditor
-
Performance Evaluation of the Board, Board Committees, Individual Directors and Key Executives
-
Shareholder Communication Strategy
-
Risk Management Policy
-
Computer Usage and Conduct Policy
-
Policy on Health and Safety
-
Policy on Fitness for Work
-
Policy on Environment
-
Policy on Community Relations and Indigenous Peoples
The ASX Principles and Recommendations and the Group’s response as to how and whether it follows those recommendations are set out below:
Principle 1: Lay Solid Foundations for Management and Oversight
Recommendation 1.1 - A listed entity should have and disclose a board charter setting out:
(a) the respective roles and responsibilities of its board and management; and
(b) those matters expressly reserved to the board and those delegated to management.
The Group has established the functions reserved to the Board, and those delegated to senior executives and has set out these functions in its Board Charter, which is disclosed on the Group website. The Board is collectively responsible for promoting the success of the Group through its key functions of:
• overseeing the management of the Group;
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CORPORATE GOVERNANCE STATEMENT
-
providing overall corporate governance of the Group;
-
monitoring the financial performance of the Group;
-
engaging appropriate management commensurate with the Group’s structure and objectives;
-
overseeing the Group’s process for making timely and balanced disclosure of all material information concerning the entity that a reasonable person would expect to have an effect on the price or value of the entity’s securities;
-
involvement in the development of corporate strategy and performance objectives;
-
monitoring the effectiveness of the Group’s governance practices;
-
satisfying itself that the Group’s remuneration policies are aligned with the purpose, values and objectives of the Group;
-
evaluating effectiveness of the Board’s performance on an annual basis, determining its size and composition, and adopting formal processes for the selection of new directors and recommending them for the consideration of shareholders at general meetings with adequate information to allow shareholders to make informed decisions; and
-
reviewing, ratifying and monitoring systems of risk management and internal control, codes of conduct and legal compliance.
Senior executives are responsible for implementing the Group’s strategic objectives, operating within the Group’s values, code of conduct, budget and risk appetite. Senior executives are also charged with supporting and assisting the Executive Chair in implementing the running of the general operations and financial business of the Group in accordance with the delegated authority of the Board. Senior executives are responsible for reporting all matters which fall within the Group’s materiality thresholds at first instance to the Executive Chair, or, if the matter concerns the Executive Chair, directly to the chair, the Board or the independent directors, as appropriate.
Recommendation 1.2 - A listed entity should:
-
(a) undertake appropriate checks before appointing a director or senior executive, or putting forward to security holders a candidate for election, as a director; and
-
(b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.
Before appointing a director or senior executive, or putting forward to shareholders a director for appointment, the Group undertakes comprehensive reference checks that cover elements such as the person’s character, experience, employment history, potential conflicts of interest and qualifications. Directors are required to declare each year that they have not been disqualified from holding the office of director by the Australian Securities and Investments Commission ( ASIC ) and these declarations are made verbally at Company board meetings.
Where required, the Group also undertakes criminal background checks on potential directors and senior executives.
An election of directors is held each year. A director that has been appointed during the year must stand for election at the next Annual General Meeting ( AGM ). Retiring directors are not automatically reappointed.
The Group has provided in the Director’s Report (in the Annual Report) information about each director that the Board considers necessary for shareholders to make a fully informed decision as to the election of a director. This information is also included in the Notice of Meeting which contemplates the election or re-election of directors. Such information includes the person’s biography, which includes experience and qualifications, details of other directorships, and any material information which may affect the person’s ability to act independently on matters before the Board, and whether the Board supports the appointment or re-election and a summary of the reasons why.
Recommendation 1.3 - A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.
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CORPORATE GOVERNANCE STATEMENT
The terms of the appointment of a non-executive director are set out in writing and cover matters such as the term of appointment, required committee work, notice requirements and other special duties and remuneration entitlements.
Executive directors and senior executives are issued with service contracts which detail the above matters as well as the circumstances in which their service may be terminated (with or without notice) and any entitlements upon termination.
Recommendation 1.4 - The company secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
The Company Secretary reports directly to the Board through the Chair and is accessible to all Directors. The Company Secretary’s role, in respect of matters relating to the proper functioning of the Board, includes:
-
(a) advising the Board and its committees on governance matters;
-
(b) monitoring compliance of the Board and associated committees with policies and procedures;
-
(c) coordinating all Board business;
-
(d) retaining independent professional advisors;
-
(e) ensuring that the business at Board and committee meetings is accurately minuted; and
-
(f) assisting with the induction and development of directors.
Recommendation 1.5 - A listed entity should:
(a) have and disclose diversity policy;
-
(b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally;
-
(c) disclose in relation to each reporting period:
(1) the measuring objectives set for that period to achieve gender diversity;
(2) the entity's progress towards achieving those objectives; and
(3) either:
(A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or
(B)if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent ‘Gender Equality Indicators’, as defined in and published under that Act.
If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.
The Group has a Diversity Policy which includes requirements for the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the Group’s progress in achieving these. The Group recognises the need to set diversity measures in each of its operating locations taking into account the differing diversity issues within each geographic location in which it operates.
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CORPORATE GOVERNANCE STATEMENT
The Group’s Diversity Policy is available on its website. The Policy includes requirements for the Board, at the appropriate stage of its development, to establish measurable objectives for achieving gender diversity and for the Board to assess annually thereafter both the objectives and progress in achieving them. The Group intends to implement its Diversity Policy in the event that the Group’s employee numbers grow to a level where implementation becomes practicable.
At present the Company, has no director who is a female. At this stage in the Group’s development, the Board does not consider it practicable to set measurable gender diversity objectives.
The Group is not a “relevant employer” under the Workplace Gender Equality Act.
The respective proportion of women employees in the whole organisation, women in senior executive positions and women on the Board as at the date of this statement are set out in the following table:
Proportion of women On the Board 0 out of 4 (0%) In senior executive positions 0 out of 1 (0%) Across the whole organisation 1 out of 6 (17%)
For the purposes of this table, the Board has defined “senior executive” as an employee who reports directly to the Executive Chairman or the Board and is in a senior role, responsible for the management of employees.
Recommendation 1.6 - A listed entity should:
-
(a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and
-
(b) disclose for, in relation to each reporting period, whether a performance evaluation has been undertaken in the reporting period in accordance with that process during or in respect of that period.
The Chair is responsible for evaluation of the Board and individual directors. The Board has not established any independent committees.
The Chair evaluates the performance of the Board and individual directors by way of ongoing review with reference to the compositions of the Board and its suitability to carry out the Group’s objectives.
The Board intends to carry out a performance evaluation during the coming period. The Group’s process for performance evaluation is disclosed on the Group’s website.
An evaluation of the performance of the Board and individual directors did not take place in the 2025 financial period. However, there was a number of board resignation and appointments occurring subsequent to the 2025 Financial Year. Mr Andrew Bray (Executive Chair), Mr Anthony McClure (NonExecutive Director) and Mr David Morgan (Non-Executive Director) were appointed to the board subsequent to the 2025 Financial Year. Mr Trent Franklin, Mr Peter Lester and Mr Peter Langworthy (all Non-Executive Directors) resigned from the board subsequent to the 2025 Financial Year.
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CORPORATE GOVERNANCE STATEMENT
Recommendation 1.7 - A listed entity should:
-
(a) have and disclose a process for periodically evaluating the performance of its senior executives at least once every reporting period; and
-
(b) disclose for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during the reporting period.
The Executive Chair in consultation with the Board reviews the performance of the Group’s senior executives. The current size and structure of the Group allows the Executive Chair to conduct informal evaluation of the senior executives regularly. Open and regular communication with senior executives allows the Executive Chair to ensure that senior executives meet their responsibilities as outlined in their contracts with the Group, and to provide feedback and guidance, particularly where any performance issues are evident. Annually, individual performance may be more formally assessed in conjunction with a remuneration review by the remuneration committee.
During the 2025 Financial Year, the Group conducted an evaluation of senior executives within the Group who were employed throughout the period. The Group’s Process for Performance Evaluation is disclosed on the Group’s website.
Principle 2: Structure the Board to be effective and add value.
Recommendation 2.1 - The board of a listed entity should:
-
(a) have a nomination committee which:
-
(i). has at least three members, a majority of whom are independent directors; and
-
(ii). is chaired by an independent director,
and disclose:
-
(iii). the charter of the committee;
-
(iv). the members of the committee; and
-
(v). as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
-
(b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.
The Board has not established a separate nomination committee. Given the current size and composition of the Board, the Board believes that there would be no efficiencies gained by establishing a separate nomination committee. Accordingly, the Board performs the role of the nomination committee.
Items that are usually required to be discussed by a nomination committee are marked as separate agenda items at Board meetings when required. When the Board convenes as the nomination committee it carries out those functions which are delegated to it by the Group’s Nomination Committee Charter, which is available on the Group’s website. Additionally, given the structure of the Board and the nature of the Group’s operations and strategic objectives, the Board is satisfied it has the appropriate balance of skills, knowledge and experience to enable it to discharge its duties and responsibilities effectively.
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CORPORATE GOVERNANCE STATEMENT
The Board deals with any conflicts of interest that may occur when convening as the nomination committee by ensuring that the Director with the conflicting interests is not party to the relevant discussions.
Recommendation 2.2 - A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.
The Board’s skills matrix which it is looking to achieve in its membership includes technical experience, public company experience and financial experience. The skills and experience of each director is set out in the Directors report of the Annual Report and on the Group’s website. The Board considers that this composition is appropriate for the effective execution of the Board’s responsibilities and the size and operations of the Group and can competently deal with current and emerging business issues.
Recommendation 2.3 - A listed entity should disclose:
-
(a) the names of the directors considered by the Board to be independent directors;
-
(b) if a director has an interest, position or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles, but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and
(c) the length of service of each director.
The Board considers Anthony McClure, David Crook and David Morgan as independent directors. Mr McClure, Mr Crook and Mr Morgan are considered independent as they are not members of executive management and who are free of any business or other relationship that could materially interfere with or could be reasonably perceived to interfere with, the independent exercise of their judgment.
When considering the independence of a director, the Board considers whether the director:
-
(a) is a substantial shareholder of the Group or an officer of, or otherwise;
-
(b) is, represents, or is or has been within the last three years, an officer, employee or professional advisor of a substantial shareholder of the Group;
-
(c) is employed, or has previously been employed in an executive capacity by the Group or another group member, and there has not been a period of at least three years between ceasing such employment and serving on the Board;
-
(d) has within the last three years been a principal of a material professional adviser or a material consultant to the Group or another group member, or an employee materially associated with the service provided;
-
(e) receives performance-based remuneration (including options or performance rights) from, or participates in an employee incentive scheme of the Group;
-
(f) has close personal ties with any person who falls within any of the categories described above;
-
(g) is a material supplier or customer of the Group or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; or
-
(h) has been a director of the Group for such a period that their independence from management and substantial holders may have been compromised; or
-
(i) has a material contractual relationship with the Group or another group member other than as a director.
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CORPORATE GOVERNANCE STATEMENT
Details of the Board of directors, their appointment dates, length of service as independence status is as follows:
| Director’s name | Appointment date |
Length of service (approx.) |
Independence status |
|---|---|---|---|
| Andrew Bray | August 2025 | 1 month | Executive Chairman, Non- Independent |
| Anthony McClure | August 2025 | 1 month | Independent Non-Executive Director |
| David Crook | May 2025 | 5 months | Independent Non-Executive Director |
| David Morgan | September 2025 | 1 week | Independent Non-Executive Director |
If and where it is determined that a non-executive director should no longer be considered independent, the Group will make an announcement to the market.
Recommendation 2.4 - A majority of the board of a listed entity should be independent directors.
Three directors on the Board are considered independent and therefore a majority of the directors on the Board are independent.
The Board considers that the current size and composition of the Board is appropriate for the execution of the Board’s responsibilities. To assist directors with independent judgement, it is the Board’s policy (set out in the Group’s website) that if a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of their office as a director then, provided the director first obtains approval from the Chair for incurring such expense, the Group will pay the reasonable expenses with obtaining such advice.
Recommendation 2.5 - The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO/ Managing Director of the entity.
The Chair is not an independent director and does exercise same functions of a managing director.
Whilst, the Board does not have an independent Chairman, it does have a separate Chief Executive Officer and the Board considers this appropriate at this point in time due to the Company’s current size and Board structure.
Recommendation 2.6 - A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.
The Board in its capacity as nomination committee has a responsibility to ensure all new directors are provided with an induction into the Group and that directors have access to ongoing education relevant to their position in the Group. All directors are encouraged to communicate with the Group’s employees and make visits to site to further their understanding of key operations.
The Board is in regular communication, as is necessary, with respect to briefing on material developments in laws, regulations and any accounting standards which may affect the Group.
There are procedures in place to enable Directors, in furtherance of their duties, to seek independent advice at the Company’s expense, subject to the approval of the Chair.
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CORPORATE GOVERNANCE STATEMENT
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1 - A listed entity should articulate and disclose its values.
The Group is committed to providing shareholders with exceptional returns via the acquisition, exploration and development of gold and base metals projects, maximising leverage to an accretive gold price.
The Group’s core values include:
-
Excellence and Performance
-
Integrity and Accountability
-
Safety
-
Innovation
-
Collaboration
-
• Sustainability
The Group is committed to working by its core values and creating an environment that is diverse, collaborative, safe, innovative and driven by results.
Recommendation 3.2 – A listed entity should:
- (a) have and disclose code of conduct for its directors, senior executives and employees; and (b) ensure that the board or committee of the board is informed of any material breaches of that code.
The Group has established a Code of Conduct as to the practices necessary to maintain confidence in the Group’s integrity, the practices necessary to consider its legal obligations and the reasonable expectations of its stakeholders and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
The Code of Conduct is available on the Group’s website.
Recommendation 3.3 – A listed entity should:
-
(a) have and disclose a Whistleblower policy; and
-
(b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.
The Group has established a whistleblower policy to ensure the Group is living up to its values. This policy is available on the Group’s website.
The board is informed of any material incident reported under that policy, as soon as practicable following such a report.
Recommendation 3.4 – A listed entity should:
-
(a) have and disclose an anti-bribery and corruption policy; and
-
(b) ensure that the board or a committee of the board is informed of any material breaches of that policy.
The Group has established an anti-bribery and corruption policy as part of its Code of Conduct. This policy and the Code of Conduct are available on the Group’s website.
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CORPORATE GOVERNANCE STATEMENT
Principle 4: Safeguard the Integrity of Corporate Reports
Recommendation 4.1 - The board of a listed entity should:
-
(a) have an audit committee which:
-
(i) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and
-
(ii) is chaired by an independent director, who is not the chair of the board.
and disclose:
-
(i) the charter of the committee;
-
(ii) the relevant qualifications and experience of the members of the committee; and
-
(iii) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
-
(b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.
The Board has not established a separate audit committee and therefore it is not structured in compliance with recommendation 4.1. Given the current size and composition of the Board, the Board believes there would be no efficiencies gained by establishing a separate audit committee. The Board performs the role of audit committee. Items required to be discussed by an audit committee are marked as separate agenda items at Board meetings as required. When the Board convenes as the audit committee it carries out those functions which are delegated to it in the Group’s Audit Committee Charter, which is available on the Group’s website.
The Board deals with any conflicts of interest that may occur when convening in the capacity of the audit committee ensuring that the director with conflicting interests is not party to the relevant discussions.
The Group has adopted an Audit Committee Charter which describes the role, compositions, functions and responsibilities of the audit committee.
The qualifications of the Board and company secretary are set out on the Group’s website.
Recommendation 4.2 - The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO/managing director and CFO/company secretary a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.
For the 2025 Financial Year, the Board received a statement from its Executive Chair and Company Secretary, who perform the functions of managing director and CFO respectively, declaring that in their opinion, the financial records of the Group have been properly maintained and comply with the appropriate accounting standards.
Recommendation 4.3 - A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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CORPORATE GOVERNANCE STATEMENT
The Group engages an external accounting firm to maintain its financial records and assist with the collation of periodic cash flow reports which are released to the market. Such reports are provided by the Company’s accountants to the Group for consideration prior to release and are finally reviewed and signed off by the Company Secretary and Executive Chairman. The completion of periodic reports by external professionals assists the Group to ensure the integrity of its financial reporting.
The Group’s activity reports are prepared by employees of the Group in conjunction with external consultants and professional advisers who provide assistance with respect to compliance with ASX Listing Rules and Joint Ore Reserve Committee standards, thus assisting the Group to ensure the integrity of those reports.
Principle 5: Make Timely and Balanced Disclosure
Recommendation 5.1 - A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under Listing Rule 3.1.
The Group has established written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and accountability at a senior executive level for that compliance. The Company’s Directors and management have familiarised themselves with the ASX’s continuous disclosure requirements and operate in an environment where strong emphasis is placed on full ad appropriate disclosure to the market.
A summary of the Group’s Policy on Continuous Disclosure and Compliance Procedure is disclosed on the Group’s website.
Recommendation 5.2 – A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.
The Group ensures that all directors receive copies of each market announcement which is released which is sent to the board each time an announcement is published.
Recommendation 5.3 – A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.
The Group ensures that investor or analyst presentation materials are released on the ASX Market Announcements Platform prior to the presentation.
Principle 6: Respect the Rights of Security Holders
Recommendation 6.1 - A listed entity should provide information about itself and its governance to investors via its website.
The Group maintains information in relation to governance documents, directors and senior executives, Board and committee charters, annual reports, ASX announcements and contact details on the Group’s website.
Recommendations 6.2 and 6.3 - A listed entity should have an investor relations program that facilitates effective two-way communication with investors (6.2).
A listed entity should disclose how it facilitates and encourages participation at meetings of security holders (6.3).
The Group has designed a communications policy for promoting effective communication with shareholders and encouraging shareholder participation at general meetings. The policy is disclosed on the Group’s website.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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CORPORATE GOVERNANCE STATEMENT
The Company aims to have all significant information disclosed to the ASX posted on the Company’s website as soon as it is disclosed to the ASX. There is also an email address and contact number available to shareholders who have enquiries or are seeking further information. Investors and securityholders may contact the Company by email at [email protected] or via telephone at +61 8 6383 9969.
The Group provides security holders with the requisite notice before holding security holder meetings and ensures that they are scheduled to be held in a central, accessible location (being the Central Business District of Perth) to enable security holders ample opportunity to attend. The Directors and management encourage security holders to attend and participate in all meetings of security holders and invite attendees to ask questions of the Board.
Additionally, a notice of meeting and related communications are provided to the Company’s auditor who, in accordance with the Corporations Act, is required to attend the Company’s annual general meeting at which shareholders must be given a reasonable opportunity to ask questions of the auditor or their representative.
Recommendation 6.4 – A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.
All resolutions put to a meeting of security holders are decided by poll rather than by a show of hands. This is to support the principle of “one share, one vote” and also supports the ASX stance on voting at general meetings of security holders.
Recommendation 6.5 – A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.
The Group’s website allows security holders to receive communications from and send communications to the entity electronically.
Principle 7: Recognise and Manage Risk
Recommendations 7.1 and 7.2 – The board of a listed entity should:
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(a) have a committee or committees to oversee risk, each of which:
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(i) has at least three members, a majority of whom are independent directors; and
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(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
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(iv) the members of the committee; and
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(v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
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(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework (7.1).
The board or a committee of the board should:
- (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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CORPORATE GOVERNANCE STATEMENT
(b) disclose, in relation to each reporting period, whether such a review has taken place (7.2).
The Board does not have a specific risk management committee. The Board’s audit committee as referred to in recommendation 4 above assists with monitoring and reviewing the Group’s risk management processes and systems.
The Risk Management Policy, disclosed on the Group website, demonstrates the measures taken and policies implemented to manage risks associated with the Group’s business.
The Board regularly considers and discusses the risks posed to it and the procedures in place to manage that risk to ensure that the Group is adequately protected against such risks. Annually, the Group receives and reviews recommendations from management and senior executives as to the effectiveness of the management of material business risks.
During the 2025 financial period, the Board received and reviewed recommendations from management and senior executives as to the effectiveness of the management of material business risks.
Recommendation 7.3 - A listed entity should disclose:
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(a) if it has an internal audit function, how the function is structured and what role it performs; or
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(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.
Given the size and composition of the Group, the Board has not established an internal audit function, other than the audit committee function which the Board serves as disclosed in recommendation 4 above and in the Audit Committee Charter disclosed on the website. The Board may from time to time engage an external auditor to conduct additional reviews of Group processes.
Recommendation 7.4 – A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.
As a mining exploration entity focussed on the exploration of gold and base metals, the Group has material exposure to environmental and social risks at its site locations in Western Australia.
Environmental and social risks are managed through the engagement of environmental and community liaison contractors who when required are responsible for managing these risks and ensuring that the Company’s approach for managing such risks are considered and appropriate given the nature of each risk.
Additionally, as per the Group’s policy on the environment (which is disclosed on the Group’s website), the Group views environmental management as essential to its own future and to the future of the mining industry in general. The Group considers that sound environmental management benefits all stakeholders, including shareholders, employees, contractors, the communities within which it works and the broader community as a whole. All employees are active towards sound environmental management and as a minimum, ensure compliance with all statutory requirements associated with the Group’s activities, from mineral exploration, mining and processing through to the sale of mineral products.
The Group has implemented an Environmental Management System that incorporates elements to achieve and maintain high environmental standards, the Group and its employees undertake to identify, control, monitor and as appropriate rehabilitate environmental impacts from all stages of the Group’s activities ultimately managing and mitigating environmental risks.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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CORPORATE GOVERNANCE STATEMENT
The Group also has a dedicated policy on community relations and indigenous peoples (as disclosed on the Group’s website) to deal with social risks and to develop mutually beneficial relationships with the communities in which the Group works and proposes to work.
Principle 8: Remunerate Fairly and Responsibly
Recommendation 8.1 - The board of a listed entity should:
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(a) have a remuneration committee which:
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(i) has at least three members, a majority of whom are independent directors; and
-
(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
-
(iv) the members of the committee; and
-
(v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
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(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.
The Board has not established a separate remuneration committee and accordingly it is not structured in accordance with recommendation 8.1. Given the current size and composition of the Board, the Board believes that there would be no efficiencies gained by establishing a separate remuneration committee. Accordingly, the Board performs the role of the remuneration committee.
Items usually required of a remuneration committee are marked as separate agenda items at Board meetings when required. When the Board convenes as the remuneration committee, it carries out those functions which are delegated to it by the Remuneration Committee Charter which is disclosed on the Group’s website. The Board deals with any conflicts of interest that may occur when convening in the capacity of the remuneration committee by ensuring that the director with conflicting interests is not party to the relevant discussions.
The full Board in its capacity as remuneration committee did not meet during the 2025 financial year however, remuneration related items were tabled and considered during a number of Board meetings during that period.
Recommendation 8.2 - A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.
Details of remuneration are set out in the remuneration report which forms part of the director’s report (in the Annual Report) and is set out in the Remuneration Charter on the Group’s website. The policy on remuneration clearly distinguishes the structure of non-executive director’s remuneration from that of executive directors. Executive directors are offered a competitive level of base pay at market rates and are reviewed annually to ensure market competitiveness.
There are no termination or retirement benefits for non-executive directors.
The Group’s Remuneration Committee Charter includes a statement of the Group’s policy on prohibiting transactions in associated products which limits the risk of participating in unvested entitlements under any equity based remuneration schemes.
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GATEWAY MINING LIMITED and its controlled entities ABN: 31 008 402 391
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CORPORATE GOVERNANCE STATEMENT
Recommendation 8.3 - A listed entity which has an equity-based remuneration scheme should:
- (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and
(b) disclose that policy or a summary of it.
The Company’s Remuneration Charter Committee sets out the Board’s approach and policy with respect to equity-based remuneration. Specifically, such remuneration is only available where such schemes are made with sufficient disclosure to shareholders and in accordance with the Listing Rules.
Additional Recommendations
Recommendation 9.1 – A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.
This recommendation is not applicable to the Group.
Recommendation 9.2 – A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.
This recommendation is not applicable to the Group.
Recommendation 9.3 – A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.
This recommendation is not applicable to the Group.
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