HELIOS ENERGY LTD - Annual Report 2024

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Helios Energy Limited

Annual Report

30 June 2024

Contents

Page

Corporate Directory ............................................................................................................. 1 Directors’ Report .................................................................................................................. 2 Auditor’s Independence Declaration ............................................................................. 21 Consolidated Statement of Profit or Loss and Other Comprehensive Income ........ 22 Consolidated Statement of Financial Position ............................................................. 23 Consolidated Statement of Changes in Equity ............................................................ 24 Consolidated Statement of Cashflows .......................................................................... 25 Notes to the Consolidated Financial Statements ......................................................... 26 Consolidated Entity Disclosure Statement ................................................................... 41 Directors’ Declaration ...................................................................................................... 42 Independent Auditor’s Report ........................................................................................ 43 ASX Additional Information ..................................................................................... 47

Corporate Directory

Directors	Mark Lochtenberg
	Non-Executive Director
	John D Kenny
	Non-Executive Director
	Henko Vos
	Non-Executive Director
Company Secretary	Henko Vos
Registered Office	Australian Office	USA Office
	Suite 6, 295 Rokeby Road	3 Riverway, 17thFloor
	Subiaco WA 6008 Australia	Suite 1750, Houston
	PO Box 1485	Texas USA 77056
	West Perth WA 6872 Australia	T:+1 713 333 3613
	T:+61 1300 291 195	F:+1 713 583 0965
Share Register	Computershare Investor Services Pty Ltd
	Level 17, 221 St George’s Terrace
	Perth WA 6000 Australia
	Investor enquiries: 1300 557 010
	T:+61 8 9323 2000
	F:+61 8 9323 2033
Auditor	BDO Audit Pty Ltd
	Level 9, Mia Yellagonga Tower 2
	5 Spring Street
	Perth WA 6000 Australia
	T:+618 6382 4600
	F:+618 6382 4601
Lawyers	Steinepreis Paganin	Eaton Hall
	Level 4, The Read Buildings	Unit 20, 210 Queen Victoria Street
	16 Milligan Street	North Fremantle WA 6159
	Perth WA 6000 Australia	Australia
	T: +61 8 9321 4000	T: +61 8 6382 0075
	F: +61 8 9321 4333
Securities Exchange	Australian Securities Exchange (ASX)
	ASX Code: HE8
Website	www.heliosenergyltd.com

Helios Energy Limited 2024 Annual Report

Page | 1

Directors’ Report

Your directors present their report on the consolidated entity consisting of Helios Energy Ltd and the entities it controlled at the end of, or during, the financial year ended 30 June 2024 ( Helios Energy or the Company or the Group ).

Directors

The name of each person who has been a director during the reporting period and to the date of this report are:

Hui Ye – resigned on 30 June 2024

Robert Bearden – resigned on 30 April 2024

Ping (Richard) He – resigned on 15 April 2024 Nicholas Ong – resigned on 30 August 2023

John Kenny – appointed on 26 October 2023

Mark Lochtenberg – appointed on 30 August 2023

Henko Vos – appointed on 8 August 2024

Company Secretary

Henko Vos

Principal Activities and Review of Operations

The Company is an onshore oil and gas exploration company whose principal activity is the Presidio Oil and Gas Project located in Presidio County, Texas, USA.

Presidio Oil Project – 70% Working Interest (WI) in 4 Wells and 8,670 Gross Acres

Helios has a 70%WI in a total of 8,670 gross acres and a 70%WI in the 4 wells drilled by Helios in the Presidio Oil and Gas Project, namely, Presidio 52#1, Presidio 141#2, Quinn Creek 141#1 and Quinn Mesa 113.

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Map above shows the location of Presidio County in Texas, USA, the general trend of the Eagle Ford Shale Formation in Texas and the location of Helios’ drilling in the Presidio Oil & Gas Project.

Helios Energy Limited 2024 Annual Report

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Directors’ Report

Principal Activities and Review of Operations (continued)

Proven Oil & Gas Column which is More Than 2,000 Feet Thick

The drilling of 4 wells into the Presidio Oil and Gas Project by Helios has proven an oil and gas column of more than 2,000 feet across 5 unconventional benches, namely, the Upper Ojinaga Formation (which is age equivalent to the Austin Chalk); the Middle Ojinaga Formation; the Lower Ojinaga Formation; the Upper Eagle Ford Shale and the Lower Eagle Ford Shale.

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Above is a log of the Presidio 52#1 well. The oil and gas column in the Presidio 52#1 well from the commencement of the Ojinaga Formation (which is the Austin Chalk age equivalent formation overlying the Eagle Ford Shale) to the bottom (deepest) part of the Eagle Ford Shale Formation is 2,240 feet in thickness.

Calculated Original Oil in Place (OOIP)

With 4 wells drilled over 5.5 miles and a proven oil and gas column of more than 2,000 feet the calculated original oil in place ( OOIP ) is approximately 87,000 barrels of oil ( bo ) per acre. The OOIP per 80 acres of area is therefore 6,960,000 bo.

Helios Energy Limited 2024 Annual Report

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Directors’ Report

Principal Activities and Review of Operations (continued)

Very Good Porosity in the Lower Bench of the Ojinaga Shale Formation

Petrophysical analysis shows that the lower bench of the Ojinaga Shale Formation has very good porosity, predominately ranging between 4% and 12.5%. Sidewall cores extracted show porosity ranging from 4% to 10%. The average porosity is 7.6%.

Excellent Permeability in the Lower Bench of the Ojinaga Shale Formation

Petrophysical analysis shows excellent permeability up to 0.75 µd (micro darcys) and sidewall cores showing permeability up to up to 0.06 md (millidarcys) which is 60 µd (microdarcys).

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Photo showing the locations of 3 wells drilled by Helios in the Presidio Oil and Gas Project, namely, the discovery well Quinn Creek 141#1, Presidio 141#2 and Quinn Mesa 113.

Frackable Rock

XRD results of sidewall cores show that the lower bench of the Ojinaga Formation has a high percentage of non-clay content. This increases rock brittleness and makes the rock more easily frackable.

Helios Energy Limited 2024 Annual Report

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Directors’ Report

Principal Activities and Review of Operations (continued)

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Pay Flag Porosity Permeability
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Seismic – 2D and 3D

The Ojinaga Formation (Upper, Middle and Lower) and the Eagle Ford Shale Formation (Upper and Lower) show up clearly on both 2D and 3D seismic and are easily mapped.

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Helios Energy Limited 2024 Annual Report

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Directors’ Report

Principal Activities and Review of Operations (continued)

Helios has shot 42 miles of 2D seismic itself (see purple lines below) and in addition licensed a further 70 miles of 2D seismic (see pink lines below) from Texaco (which is now part of Chevron). In addition, Helios has shot 2 square miles of 3D seismic over the locations of 3 wells: Presidio 141#2, Quinn Creek 141#1 and Quinn Mesa 113.

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Shown in purple are the 42 miles of 2D seismic shot be Helios itself. The pink lines represent the 70 miles of 2D seismic licensed from Texaco (now part of Chevron).

Total Play Area – Greater Than 100,000 Acres

Both the Ojinaga Formation and the Eagle Ford Shale Formation blanket the Presidio Oil & Gas Project.

The total play area of the Ojinaga Formation and the Eagle Ford Shale Formation is greater than 100,000 acres in the vicinity of the Presidio Oil & Gas Project.

Helios Energy Limited 2024 Annual Report

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Directors’ Report

Principal Activities and Review of Operations (continued)

Presidio 52#1 Well Location

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Above is a photograph of the Presidio 52#1 well

Stratigraphy

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Above is a breakdown of the stratigraphy of the Presidio Oil and Gas Project.

Helios Energy Limited 2024 Annual Report

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Directors’ Report

Principal Activities and Review of Operations (continued)

Oil Type, Quality and Geochemistry

The geochemistry and shale analysis indicate that the Presidio Oil & Gas Project is currently in the volatile oil generation stage with Vitrinite Reflectance (Ro) of 1.0 – 1.2.

The oil produced has similar biomarkers to those from the Giddings Field in South Texas.

Geochemical analysis of the oil being produced from the Presidio Oil & Gas Project show that the oil is high quality, mature, 39 degrees API gravity light crude oil from the Eagle Ford Shale.

Gravity and Magnetic Data

Helios has acquired gravity and magnetic data over the entire Presidio Oil and Gas Project. Interpretation of that data was then compared with the entire seismic programme, along with data from the 4 new wells and the existing old well data. The data sets, when compared, evidence a high degree of ‘matching’ or ‘fit’.

The presence therefore of the Ojinaga Formation and the Eagle Ford Shale Formation across the entire play area of greater than 100,000 acres can be easily mapped.

Commercialization of the Presidio Oil & Gas Project

Helios’ primary focus with the Presidio Oil & Gas Project is on phased-in gas commercialization along with oil production sales. The Presidio Oil & Gas Project comprised of a large wet gas resource and from the gas isotope analysis, it shows the wetness ratios are between 24-30% which correspond to oil associated gas in the genetic gas classification.

Farmout of the Presidio Oil & Gas Project

Commercialization options being assessed by Helios for the Presidio Oil and Gas Project also include bringing in a farmin joint venture partner to participate in the Presidio Oil and Gas Project. During the year, Helios commenced an active campaign to procure a joint venture farmin partner for the Presidio Oil & Gas Project.

Presidio Oil and Gas Project – Infrastructure

Access to the 4 wells that constitute the Presidio Oil and Gas Project (Presidio 52#1, Presidio 141#2, Quinn Creek 141#1 and Quinn Mesa 113) is provided by a 25 mile unsealed, formed road constructed by Helios that branches off the sealed US-90 highway which carries heavy truck and passenger vehicle traffic.

The 4 oil wells have access to ample supplies of fresh water provided by local water wells drilled into shallow water aquifers. The El Paso Oil Refinery located in El Paso, Texas has a processing capacity of 135,000 barrels of oil per day and is located 170 miles from the Presidio Oil and Gas Project. Crude oil is sold there by truck delivery.

The Presidio Oil and Gas Project is located 250 miles (or 5 hours by truck) from Midland, Texas which is the epicenter of the Permian Basin oil industry. All rigs, supplies and services required for the Presidio Oil Project are sourced from the Permian Region. Oil production in the Permian Region in May 2024 reached approximately 6,100,000 bopd.

Production Facilities Installed

Permanent production facilities have been installed at the well site location of the Presidio 141#2 well consisting of a 3-phase separator, two 500 barrel oil tanks, two 500 barrel water tanks, and a flare stack. The Quinn Creek 141#1 well has also been piped into and connected to flow to the shared field production facilities located at the Presidio 141#2 location.

Helios Energy Limited 2024 Annual Report

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Directors’ Report

Principal Activities and Review of Operations (continued)

Corporate

There were a number of changes to the Board of Directors during the year, as set out below.

Mr Nicholas Ong resigned as a director on 30 August 2023 and Mr Mark Lochtenberg was appointed as a nonexecutive director on the same date.

Mr John Kenny was appointed as a non-executive director on 26 October 2023.

Mr Ping (Richard) He resigned as a director on 15 April 2024 and Mr Robert Bearden resigned as a director on 30 April 2024.

Mr Hui Ye resigned as a director on 30 June 2024.

Mr Henko Vos was appointed as non-executive director on 8 August 2024.

Helios had no debt at 30 June 2024 (2023: nil) and cash at bank at that date amounted to $463,841 (2023: $5,351,168).

Operating results

The loss from operations as at the 30 June 2024 after providing for income tax amounted to $4,957,997 (2023: loss of $8,606,881). Additional information on the operations and financial position of the Group and its business strategies and prospects are set out in this directors’ report and the annual financial report.

Dividends

No dividends were paid or are proposed to be paid to members during the financial year.

Business Risks

The Company’s activities have inherent risk associated with them and the Board is unable to provide certainty as to the expected results of its oil and gas and helium activities, or that any or all of the likely or proposed activities will be successful. The material business risks faced by the Company that could influence the Company’s prospects, and how the Company manages these risks, are detailed below.

Operational risks

The Company may be affected by various operational factors. If any of these potential risks eventuate, the Company’s operational and financial performance may be adversely affected. No assurances can be given that the Company will achieve sustained commercial viability through the successful exploration and/or production of its oil and gas mineral rights located in Presidio County, Texas, USA. Until the Company is able to realize material value from its oil and gas assets, it is likely to continue to incur ongoing operating losses from its oil and gas operations.

The operations of the Company may be affected by various factors, including but not limited to, failure to obtain oil and gas mineral rights on satisfactory commercial terms, failure to achieve anticipated flow rates of oil and gas from new wells, operational and technical difficulties encountered in drilling wells, insufficient or unreliable infrastructure such as water, cheap power sources, road access, truck transport, difficulties in commissioning and operating drilling and pumping equipment, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

The oil and gas leases in Presidio County, Texas, USA are at various stages of oil and gas exploration, and potential investors should understand that oil and gas exploration and development are speculative and highrisk undertakings that may be impeded by circumstances and factors beyond the control of the Company.

There can no assurance that exploration of the oil and gas leases in Presidio County, Texas, USA, or any other oil and gas properties that may be acquired in the future, will result in the discovery of a materially economic oil and gas resource. Even if an apparently viable oil and gas resource is identified, there is no guarantee that it can be economically exploited.

Helios Energy Limited 2024 Annual Report

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Directors’ Report

Principal Activities and Review of Operations (continued)

Business Risks (continued)

Further capital requirements

The Company’s oil and gas and helium projects may require additional funding in order to progress activities. There can be no assurance that additional capital or other types of financing will be available if needed to further exploration or possible development activities and operations or that, if available, the terms of such financing will be favourable to the Company.

The Company’s activities are subject to Government regulation and approvals

The Company is subject to certain Government regulations and approvals in both Texas, USA and in China. Any material adverse change in government policies or legislation in Texas, USA or China that affect oil and gas or helium, processing, development and oil and gas exploration activities, export activities, income tax laws, royalty regulations and environmental issues may affect the viability and profitability of any planned exploration or possible development of the Company’s portfolio of oil and gas and helium projects.

Global conditions

General economic conditions, laws relating to taxation, new legislation, trade barriers, movements in interest and inflation rates, currency exchange controls and rates, national and international political circumstances (including outbreaks in international hostilities, wars, terrorist acts, sabotage, subversive activities, security operations, labour unrest, civil disorder, and states of emergency), natural disasters (including fires, earthquakes and floods), and quarantine restrictions, epidemics and pandemics, may have an adverse effect on the Company’s operations and financial performance, including the Company’s exploration, development and production activities, as well as on its ability to fund those activities. General economic conditions may also affect the value of the Company and its market valuation regardless of its actual performance.

Future Developments, Prospects and Business Strategies

Information on likely developments in the operations of the Group and the expected results of operations have not been included in the annual report because the directors believe it would be likely to result in unreasonable prejudice to the Group. Therefore, this information has not been presented in this report.

Significant Changes in the State of Affairs

There have been no significant changes in the state of affairs of the group to the date of this report, not otherwise disclosed in this report.

Environmental Issues

The current Group’s operations are subject to environmental regulations which apply to oil and gas exploration in Texas, USA. As all of our oil and gas operations are in Texas in the USA, Helios is unaffected by the National Greenhouse and Energy Reporting requirements.

After Reporting Date Events

On 8 August 2024 Mr Henko was appointed as non-executive director.

There have been no other significant events subsequent to the end of the financial year to the date of this report.

Helios Energy Limited 2024 Annual Report

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Directors’ Report

Information on Directors

- – Hui Ye (Non Executive Chairman) resigned on 30 June 2024

Experience and Expertise

Mr Ye is the Chairman and President of Beijing Chunhui Yuan Group which is a large and very successful private company with extensive interests in real estate, hotels, natural resources, education and entertainment. Other Current Directorships

Nil

Former Directorships in the Last Three Years

Nil

Special Responsibilities None

Interests in Securities

Not applicable as no longer a director

- – Robert Bearden (Non Executive Director) resigned on 30 April 2024

Experience and Expertise

Mr Bearden has over 25 years of senior management experience in oil and gas exploration, development and production throughout the Gulf of Mexico, Kazakhstan, Indonesia, China, Iraq and West Africa. He was previously the President and CEO of the ASX listed public company Sino Gas & Energy Holdings (ASX Code: SEH) which under his leadership reached a market capitalization of $375m. Prior to that role, he was the Operations Director for Addax (a Sinopec subsidiary) and the Production Excellence Manager for the Americas for Hess Corporation. He began his oil and gas career with Chevron where he worked for 27 years, and held positions including Managing Director Mid-Africa, Sr. Vice President EuroAsia, General Manager Tengizchevroil, and Operations Manager for the Gulf of Mexico. Mr Bearden has a Bachelor of Engineering degree from Texas A&M and a Master of Petroleum Engineering degree from Tulane University. He also holds a MBA from Purdue University and an International Masters in Management from ESCAP-EAP, Paris. Mr Bearden lives in Texas, USA, and he is a petroleum engineer by profession.

Other Current Directorships

Nil

Former Directorships in the Last Three Years

Nil Special Responsibilities None

Interests in Securities

Not applicable as no longer a director

- – Mark Lochtenberg (Non Executive Director) appointed on 30 August 2023

Experience and Expertise

Mark Lochtenberg graduated with a Bachelor of Law (Hons) degree from Liverpool University, U.K. and has been actively involved in the coal industry for more than 30 years. He is the former Executive Chairman and founding Managing Director of ASX-listed Baralaba Coal Company Limited (formerly Cockatoo Coal Limited). He was a principal architect of Cockatoo’s inception and growth from an early-stage grassroots explorer through to an emerging mainstream coal producer. He was also formerly the co-head of Glencore International AG’s worldwide coal division, where he spent 13 years overseeing a range of trading activities including the identification, due diligence, negotiation, acquisition and aggregation of the coal project portfolio that would become Xstrata Coal. Prior to this, Mark established a coal “swaps” market for Bain Refco (Deutsche bank) after having served as a senior coal trader for Hansen Neuerburg AG and as coal marketing manager for Peko Wallsend Limited. Mr Lochtenberg is currently Non-Executive Director of public listed companies Nickel Industries Limited, Terracom Limited and Equus Mining Limited and Director of Australian Transport & Energy Corridor Pty Limited and Montem Resources Limited.

Other Current Directorships

Rigi Investments Pty Ltd since 21 April 2004 Montem Resources Limited since 3 November 2020 Equus Mining Limited (ASX: EQE) since 10 October 2014 Nickel Industries Limited (ASX: NIC) since 10 March 2017 Terracom Limited (ASX: TER) since 28 January 2022

Helios Energy Limited 2024 Annual Report

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Directors’ Report

Information on Directors (continued)

- – Mark Lochtenberg (Non Executive Director) appointed on 30 August 2023 (continued)

Former Directorships in the Last Three Years

Nil Special Responsibilities None

Interests in securities Fully paid ordinary shares: 85,615,001 Options: Nil

- – John Kenny (Non Executive Director) appointed on 26 October 2023

Experience and Expertise

John Kenny is a lawyer and investment banker. He holds a Bachelor of Commerce (Hons) and Bachelor of Laws from the University of Western Australia.

Other Current Directorships

Nil

Former Directorships in the Last Three Years

Nil

Special Responsibilities None

Interests in securities

Fully paid ordinary shares: 118,276,084 Options: Nil

– Richard He (Managing Director) resigned on 15 April 2024

Experience and Expertise

Mr He is an entrepreneur and venture capitalist in natural resources with a particular focus on oil and gas. Before moving to Houston to develop oil and gas opportunities, Richard was an investment banker and venture capitalist based in Shanghai and Beijing for more than 12 years with a capital markets practice and investment focus on Chinese equities listed on the major Chinese stock exchanges. Over the past 14 years, he has been based in Houston, Texas and has invested in and managed exploration and production shale plays in Texas, USA. He is noted for his successful development of the Halliday Oil Field in the Woodbine tight sands play located in East Texas in which he was a joint venture participant. After drilling 14 successful fracked horizontal wells, the joint venture participants sold the Halliday Oil Field to Halcon Resources for US$520m. Richard holds a B.S. in Computer Science from Peking University in China.

Other Current Directorships

Nil

Former Directorships in the Last Three Years

Nil

Special Responsibilities

None

Interests in Securities

Not applicable as no longer a director

- – Henko Vos (Non Executive Director) appointed on 8 August 2024

Experience and Expertise

Mr Vos is a member of the Governance Institute of Australia and Chartered Accountants Australia & New Zealand with more than 20 years’ experience working within public practice, specifically within the area of audit and assurance both in Australia and South Africa. He holds similar secretarial roles in various other listed public companies in both industrial and resource sectors. He is an employee of Nexia Perth, a mid-tier corporate advisory and accounting practice.

Other Current Directorships

Nil

Former Directorships in the Last Three Years

Nil

Special Responsibilities

None

Interests in securities

Fully paid ordinary shares: Nil Options: Nil

Helios Energy Limited 2024 Annual Report

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Directors’ Report

Information on Directors (continued)

- – Nicholas Ong (Non Executive Director) resigned on 30 August 2023

Experience and Expertise

Mr Ong brings 16 years’ experience in listing rules compliance and corporate governance. He is experienced in mining project finance, mining and milling contract negotiations, mine CAPEX & OPEX management, and toll treatment reconciliation. Mr Ong is a Fellow of the Governance Institute of Australia and Fellow of Institute of Chartered Secretaries and Administrators. He holds a Bachelor of Commerce and a Master of Business Administration from the University of Western Australia. He has since worked as a company secretary and director to listed companies.

Other Current Directorships

White Cliff Minerals Ltd since 14 December 2018 Vonex Limited since 14 June 2016 Mie Pay Ltd since 15 July 2019 Beroni Group Ltd since 1 March 2021 Black Star Petroleum Ltd since 31 July 2018 CFOAM Ltd since 24 October 2020

Former Directorships in the Last Three Years

Arrow Minerals Ltd 15 June 2011 to 26 August 2019 CoAssets Ltd 18 March 2015 to 1 July 2019

Special Responsibilities None Interests in securities

Not applicable as no longer a director

Directors’ Interests in Shares and Options

The interest of the directors in office at the date of this report in the securities of the Company are set out below:

2024	Ordinary	Options	Options	Performance
Name	Shares	Listed	Unlisted	Rights
Mark Lochtenberg	85,615,001	-	-	-
John Kenny	118,276,084	-	-	-
Henko Vos	-	-	-	-

Meetings of Directors

The number of meetings of the Company's Board of Directors (‘ the Board ’) held during the year ended 30 June 2024, and the number of meetings attended by each director were:

	Number of Board		Number of Board
Director	Meeting Attended		Meeting Held
J Kenny		10		10
M Lochtenberg		11		11
R He		6		6
H Ye		9		13
N Ong		1		2
R Bearden		8		9

The Board works closely together on Company related matters and have formalised relevant matters via 2 circular resolutions during the year.

Helios Energy Limited 2024 Annual Report

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Directors’ Report

Remuneration Report (Audited)

The principles adopted by the Board are set out under the following main headings:

(1) Principles used to determine the nature and amount of remuneration
(2) Details of remuneration
(3) Service Agreements of Directors and Senior Executives
(4) Performance based remuneration
(5) Equity holdings of Key Management Personnel
(6) Other transactions with Key Management Personnel

The information provided under headings 1 to 4 above includes remuneration disclosures that are required under section 300A of the Corporations Act 2001.

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

The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered.

The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders and conforms to market best practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:

(a) competitiveness and reasonableness;
(b) acceptability to shareholders;
(c) performance linkage / alignment of executive compensation;
(d) transparency; and
(e) capital management.

The Group has structured an executive remuneration framework that is market competitive and complimentary to the reward strategy of the organisation.

Alignment to shareholders’ and program participants’ interests:

(a) focuses on sustained growth in shareholder wealth;
(b) attracts and retains high calibre executives;
(c) rewards capability and experience; and
(d) provides a clear structure for earning rewards.

Remuneration Governance

Fees and payments to directors and key management personnel reflect the demands and responsibilities of the positions and are in line with the general market and the financial condition of the Group. There are no minimum or maximum amounts. There is no remuneration committee. Non-executive directors’ fees are determined within an aggregate directors’ fee pool limit, which will be periodically recommended for approval by shareholders. The maximum currently stands at $250,000 per annum as per the Group’s constitution and may be varied by ordinary resolution of the shareholders in general meeting. The entire Board which comprises three directors are responsible for remuneration packages. The Directors believe this is satisfactory given the size and complexity of the Company’s operations.

Use of Remuneration Consultants

Remuneration consultants were not used in the establishment of remuneration packages in 2024.

Helios Energy Limited 2024 Annual Report

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Directors’ Report

Remuneration Report (Audited) (continued)

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

At the 2023 AGM, 99.95% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2023. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.

Company Performance, Shareholder Wealth and Directors’ and Executives’ Remuneration

No relationship exists between the Company’s performance, earnings, shareholder wealth and Directors’ and Executive Remuneration for this financial period and the previous 4 financial periods. The remuneration for the period is detailed below. No remuneration is currently performance related.

Group Performance

In considering the Group’s performance and benefits for shareholder wealth, the Board have regard to the following indices in respect of the current and previous years.

	2020	2021	2022	2023	2024
	$	$	$	$	$
Revenue/other income	237,979	189,428	772,598	233,301	222,316
Net profit/ (loss)	(8,817,519)	(3,743,157)	(4,552,073)	(8,606,881)	(4,957,997)
Share price at year end	0.09	0.18	0.08	0.08	0.03
Profit/(loss) per share (cents)	(0.58)	(0.24)	(0.20)	(0.33)	(0.19)

Comments and Voting at Annual General Meeting

There were no comments or questions arising at the 2023 annual general meeting regarding remuneration. The Company remuneration report was passed by the requisite majority of shareholders (by a poll).

2. Details of Remuneration

The key management personnel of the Group, during the year, were:

Directors	Position	Date Appointed	Date Ceased
Hui Ye	Non-Executive Chairman	1 December 2017	30 June 2024
Richard He	Managing Director	20 October 2017	15 April 2024
Nicholas Ong	Non-Executive Director	4 August 2017	30 August 2023
Robert Bearden	Non-Executive Director	14 February 2018	30 April 2024
Mark Lochtenberg	Non-Executive Director	30 August 2023	-
John Kenny	Non-Executive Director	26 October 2023	-

Helios Energy Limited 2024 Annual Report

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Directors’ Report

Remuneration Report (Audited) (continued)

2. Details of Remuneration (continued)

The amount of remuneration of the key management personnel is set out below:

2024	Short- term benefits Post- employment benefits Share based payments Fixed remuner- ation At risk – LTI Cash salary and fees Super- annuation Equity settled shares Equity settled options Total
Name
	$ $ $ $ $ % %
J Kenny1	32,000 - - - 32,000 100 -
M Lochtenberg2	40,000 - - - 40,000 100 -
R He3	304,298 - - - 304,298 100 -
H Ye4	48,000 - - - 48,000 100 -
N Ong5	5,000 - - - 5,000 100 -
R Bearden6	40,000 - - - 40,000 100 -
TOTAL	469,298 - - - 469,298 100 -

1 J Kenny was appointed on 26 October 2023.
2 M Lochtenberg was appointed on 30 August 2023
3 R He resigned on 15 April 2024.
4 H Ye resigned on 30 June 2024.
5 N Ong resigned on 30 August 2023.
6 R Bearden resigned on 30 April 2024

2023	Short- term benefits Post- employment benefits Share based payments Fixed remuner- ation At risk – LTI Cash salary and fees Super- annuation Equity settled shares Equity settled options Total
Name
	$ $ $ $ $ % %
R He	357,684 - - - 357,684 100 -
H Ye	48,000 - - - 48,000 100 -
N Ong	30,000 - - - 30,000 100 -
R Bearden	48,000 - - - 48,000 100 -
TOTAL	483,684 - - - 483,684 100 -

3. Service agreements of Directors and Senior Executives

Remuneration and other terms of employment for key management personnel are formalised in service agreements and letters of appointment. Details of these are as follows:

Name:	Mr Hui Ye
Title:	Non-Executive Chairman
Agreement commenced:	1 December 2017 (ceased on 30 June 2024)
Details:	Mr Ye was paid AU$4,000 per month in non-executive Director fees. It was
	confirmed that the work undertaken on additional executive duties would be
	paid at a commercial rate. This does not form part of the non-executive
	director fees. There are no termination amounts payable.

Helios Energy Limited 2024 Annual Report

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Directors’ Report

Remuneration Report (Audited) (continued)

3. Service agreements of Directors and Senior Executives (continued)

Name: Mr Richard He Title: Managing Director Agreement commenced: 20 October 2017 (ceased on 15 April 2024) Details: Mr He was paid a consulting fee of US$20,000 per month. The fee was reviewed annually by the Company in accordance with the policy of the Company for the annual review of fees paid to consultants. The same terms have been rolled forward on a month-by-month basis. There are no termination amounts payable. Agreement ceased: 15 April 2024 Name: Mr Nicholas Ong Title: Non-Executive Director Agreement commenced: 4 August 2017 (ceased on 30 August 2023) Details: Mr Ong was paid AU$2,500 per month in non-executive Director fees. It was confirmed that the work undertaken on additional executive duties would be paid at a commercial rate. This does not form part of the non-executive director fees. The same terms have been rolled forward on a month by month basis. There are no termination amounts payable. Agreement ceased: 30 August 2023

Name: Mr Robert Bearden Title: Non-Executive Director Agreement commenced: 14 February 2018 (ceased on 30 April 2024) Details: Mr Bearden was paid AU$4,000 per month in non-executive Director fees. It was confirmed that the work undertaken on additional executive duties would be paid at a commercial rate. This does not form part of the non-executive director fees. There are no termination amounts payable.

Name: Mr Mark Lochtenberg Title: Non-Executive Director Agreement commenced: 30 August 2023 Details: Mr Lochtenberg is paid AU$4,000 per month in non-executive Director fees. It is confirmed that the work undertaken on additional executive duties will be paid at a commercial rate. This does not form part of the non-executive director fees. The same terms have been rolled forward on a month by month basis. There are no termination amounts payable.

Name: Mr John Kenny Title: Non-Executive Director Agreement commenced: 26 October 2023 Details: Mr Kenny is paid AU$4,000 per month in non-executive Director fees. It is confirmed that the work undertaken on additional executive duties will be paid at a commercial rate. This does not form part of the non-executive director fees. The same terms have been rolled forward on a month by month basis. There are no termination amounts payable.

Helios Energy Limited 2024 Annual Report

Page | 17

Directors’ Report

Remuneration Report (Audited) (continued)

4. Performance-based Remuneration

The Board of Helios is presently comprised of 3 directors. The equity holdings of two directors (Mr Hui Ye and Mr Richard He) in office during the year were sufficiently material in extent as to warrant a Board decision that no performance based remuneration was required as sufficient incentive to perform was derived from their existing equity holdings. The same rationale extended to all key management personnel. The remaining directors in office at the balance sheet date (Mr John Kenny and Mr Mark Lochtenberg) are non-executive directors and any performance based remuneration would only be in the form of options which would only be granted upon approval of Helios’ shareholders.

There has been no other performance based remuneration paid to directors and key management personnel in the current or previous period.

5. Equity Holdings of Key Management Personnel

(a) Options holdings

Details of options held directly, indirectly or beneficially by directors and key management personnel and their related parties at 30 June 2024 are as follows:

2024					Vested and
Name	Held at 01/07/23	Options acquired	Other movements (1)	Held at 30/06/24	exercisable at 30/6/24
Directors:
J Kenny	-	-	-	-	-
M Lochtenberg	-	-	-	-	-
Hui Ye	-	-	-	-	-
Richard He	-	-	-	-	-
Nicholas Ong	-	-	-	-	-
Robert Bearden	15,000,000	-	(15,000,000)	-	-
Total	15,000,000	-	(15,000,000)	-	-

(1) Quantity of shares held on resignation date.

(b) Ordinary shareholdings

Details of equity instruments (other than options and performance shares) held directly, indirectly, or beneficially by directors and key management personnel and their related parties are as follows:

2024	Held at	Shares	Shares	Other	Balance
Name	01/07/23	acquired	sold	changes(1)	30/6/24
Directors:
J Kenny	-	-	-	118,276,084	118,276,084
M Lochtenberg	-	1,690,001	-	83,925,000	85,615,001
Hui Ye	605,576,359	600,000	(600,000)	(605,576,359)	-
Richard He	248,888,072	-	-	(248,888,072)	-
Nicholas Ong	-	-	-	-	-
Robert Bearden	11,000,000	-	-	(11,000,000)	-
Total	865,464,431	2,290,001	117,676,084	(663,263,347)	322,167,169

(1) Quantity of shares held on appointment date (Mr. J. Kenny and Mr M. Lochtenberg) and on resignation date (Mr Hui Ye, Richard He and Robert Bearden).

(c) Performance Rights

There are no performance rights on issue on 30 June 2024.

Helios Energy Limited 2024 Annual Report

Page | 18

Directors’ Report

6. Other transactions with key management personnel

There were no other transactions with Directors and Key Management Personnel during the year. There are no outstanding loans to or from related parties and no outstanding balances arising from sales / purchases of goods and services to or from related parties.

End of the audited remuneration report.

Options

At the date of this report, there are 15,000,000 share options which are exercisable at $0.255 each on or before 31 December 2025.

The names of persons who currently hold options are entered in a register kept by the Company pursuant to Section 170 of the Corporations Act 2001, which may be inspected free of charge. No person entitled to exercise any option has or had, by virtue of the option, a right to participate in any share issue of the Company or any other corporation.

Performance Rights

As at the date of this report, there are no Performance rights on issue.

Indemnifying of Officers or Auditor

The Company has Directors and Officers Insurance with KBI Pty Ltd. The Company does not have auditor insurance. The Directors believe this is reasonable given the size and complexity of the Company’s operations.

Proceedings on Behalf of the Company

No person has applied to the court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Company with leave of the court under section 237 of the Corporations Act 2001.

Corporate Governance

The directors of the Company support and adhere to the principles of corporate governance, recognising the need for the highest standard of corporate behaviour and accountability. Please refer to the corporate governance statement of the Company located at https://www.heliosenergyltd.com/corporate-governance.

Auditor

BDO Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.

Non-Audit Services

During the reporting period $5,900 (2023: $4,635) was paid or is payable for non-audit services provided by BDO.

The Board of Directors are satisfied that the provision of any non-audit services during the current or future periods is / will be compatible with the general standard of independence for auditors imposed by APES 110 code of ethics for professional accountants.

Helios Energy Limited 2024 Annual Report

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Directors' Report

Auditor's Independence Declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 21 of this financial report.

Signed in accordance with a resolution of the board of directors.

John Kenny Non-Executive Director 30 September 2024

Helios Energy Limited 2024 Annual Report

Page I 20

Tel: +61 8 6382 4600 Level 9, Mia Yellagonga Tower 2 Fax: +61 8 6382 4601 5 Spring Street www.bdo.com.au Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia

==> picture [78 x 30] intentionally omitted <==

DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF HELIOS ENERGY LIMITED

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

No contraventions of the auditor independence requirements of the Corporations Act 2001 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 Helios Energy Limited and the entities it controlled during the period.

==> picture [73 x 49] intentionally omitted <==

Jarrad Prue

Director

BDO Audit Pty Ltd

Perth 30 September 2024

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia 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.

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended 30 June 2024

For the year ended 30 June 2024
Note	30 June 2024 $ 140,942 81,374 (1,548,792) (49,387) (86,549) (125,000) (282,418) (695,368) 92,950 (24,858) (15,303) (731,053) (260,254)	30 June 2023
		$ 90,434 142,867 (1,955,086) (54,333) (87,661) (80,500) (282,152) (3,540,307) (836,550) (27,388) (30,308) - (208,318)
Revenue from operations 4
Other income 5

Administration costs 6
Audit fees
Corporate compliance costs
Corporate management fees
Depreciation and amortisation expense
Exploration expenditure written off 11
Fair value (loss) on investment 13
Finance cost
Foreign exchange gain/(loss) 2
Impairment of assets 10
Operating costs
Personnel Cost	(1,454,281)	(1,737,579)
Loss before income tax	(4,957,997) -	(8,606,881) -

Income Tax expense 7

Loss after income tax for the year	(4,957,997)	(8,606,881)
Other Comprehensive Income	3,389	1,537,415
Items that will be reclassified to profit or loss
Exchange difference on translation

Total comprehensive loss for the year attributable
to the members of Helios Energy Ltd	(4,954,608)	(7,069,466)
		Cents
	Cents
Gain/(Loss) per share for loss from continuing operations attributable to the ordinary equity holders of the Company:	(0.19) (0.19)	(0.33) (0.33)
Basic gain/(loss) per share 20
Diluted earnings per share 20

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

Helios Energy Limited 2024 Annual Report

Page | 22

Consolidated Statement of Financial Position

As at 30 June 2024

	30 June	30 June
Note	2024 $ 463,841 285,821 245,009	2023
ASSETS		$ 5,351,168 328,459 580,886
Current assets
Cash and cash equivalents 8
Trade and other receivables 9
Other assets 10
Total current assets	994,671 - 45,382,920 331,588 278,850	6,260,513 750,602 44,175,951 607,906 185,900

Non-current assets
Other assets 10
Exploration and evaluation expenditure 11
Right-of-use asset 12
Investments 13
Total non-current assets	45,993,358	45,720,359

Total assets	46,988,029	51,980,872
	1,338,951 138,009 47,531	1,109,957 322,312 -
LIABILITIES
Current liabilities
Trade and other payables 14
Lease liability 12
Short term borrowings
Total current liabilities	1,524,491 287,784	1,432,269 418,241

Non Current liabilities
Lease liability(NC) 12
Total non current liabilities	287,784	418,241

Total liabilities	1,812,275	1,850,510

NET ASSETS	45,175,754	50,130,362
	98,117,145 3,383,572 (56,324,963)	98,117,145 3,380,183 (51,366,966) 50,130,362
EQUITY
Contributed equity 15
Reserves 16
Accumulated losses
TOTAL EQUITY	45,175,754

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

Helios Energy Limited 2024 Annual Report

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Consolidated Statement of Changes in Equity

For the year ended 30 June 2024

	Contributed equity Options reserve Foreign currency translation reserve Accumulated losses Total
	$ $ $ $ $
Balance as at 1 July 2023	98,117,145 1,128,149 2,252,034 (51,366,966) 50,130,362

Loss for the year Exchange differences on translation of foreign operations Total comprehensive gain (loss) for the year Transactions with owners in their capacity as owners: Contribution of equity Balance at 30 June 2024	- - - (4,957,997) (4,957,997) - - 3,389 - 3,389
	- - 3,389 (4,957,997) (4,954,608) - - - - - 98,117,145 1,128,149 2,255,423 (56,324,963) 45,175,754

	Contributed equity Options reserve Foreign currency translation reserve Accumulated losses Total
Balance as at 1 July 2022 Loss for the year Exchange differences on translation of foreign operations Total comprehensive gain (loss) for the year Transactions with owners in their capacity as owners: Lapsed options Balance at 30 June 2023	$ $ $ $ $ 98,117,145 1,131,149 714,619 (42,763,085) 57,199,828 - - - - (8,606,881) (8,606,881) - - 1,537,415 - 1,537,415
	- - 1,537,415 (8,606,881) (7,069,466) - - - (3,000) - 3,000 - 98,117,145 1,128,149 2,252,034 (51,366,966) 50,130,362

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

Helios Energy Limited 2024 Annual Report

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Consolidated Statement of Cashflows

For the year ended 30 June 2024

Note	30 June 2024 $	30 June 2023
		$ 23,413 (4,650,256) 89,044 (27,388)
Cash flow from operating activities
Receipts from customers	224,117 (3,017,889) 26,594 (24,858)
Payments to suppliers and employees
Interest received
Interest paid
Net cash outflow from operations 19	(2,792,036)	(4,565,187)
		(11,606,336) (11,606,336)
Cash flows from investing activities
Payments for exploration and evaluation	(1,725,762) (1,725,762)
Net cash outflow from investing activities
		- (266,838)
Cash flows from financing activities
Repayment of borrowings	(45,141) (318,826)
Lease repayments
Net cash(outflow) / inflow from financing activities	(363,967)	(266,838)
		(16,438,361)
Net (decrease) / increase in cash and cash equivalents
	(4,881,765)

Cash and cash equivalents at the beginningof theyear	5,351,168	21,708,895
		80,634
Effect of exchange rate changes on cash and cash equivalents	(5,562)
		5,351,168
Cash and cash equivalents at the end of the year 8	463,841

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

Helios Energy Limited 2024 Annual Report

Page | 25

Notes to the Consolidated Financial Statements

1. Summary of material accounting policies

(a) Going concern

The financial report has been prepared on the basis that the Group is a going concern, which contemplates the continuity of normal business activity, the realisation of assets and the settlement of liabilities in the normal course of business.

For the year ended 30 June 2024 the Group recorded a net loss of $4,957,997, a net cash outflow from operating activities of $2,792,036 and a working capital deficit of $529,820. At the date the of this, the Group had a net working capital deficit of $584,914.

The ability of the Group to continue as a going concern is principally dependent upon the ability of the Group to continue to secure funds by raising capital from equity markets and managing cash flows in line with available funds. Given the factors above, there is a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern.

The Directors believe it is appropriate to prepare the financial report on a going concern basis because:

the Group has a net asset position of $45,175,754 as at year end and a cash balance of $463,841 as at year end;
the Group has the option, if necessary, to defer certain expenditure or abandon certain projects and reduce costs in order to minimise its funding requirements; and
the Group has the ability to raise further funds through capital raising as it has successfully demonstrated in the past.
the Group is in discussions with creditors with regards to repayment plans, timing and terms.
the Group is currently progressing with arrangements to conduct a capital raising within the next quarter.

Should the Group be unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at the amounts stated in the financial report. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.

(b) Basis of preparation

The financial statements include the financial statements and notes of Helios Energy Ltd, a public limited entity, and its controlled entities for the year ended 30 June 2024. The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 . The financial statements and notes also comply with International Financial Reporting Standards. Helios Energy Limited is a for profit entity for the purposes of preparing the financial statements. The financial statements have been approved for issue by the Board of Directors on 30 September 2024.

Material accounting policies adopted in the preparation of the financial statements are presented below. They have been consistently applied unless otherwise stated. The financial statements are presented in Australian dollars, which is Helios Energy Limited’s presentation currency.

(c) Adoption of New and Revised Accounting Standards

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.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Helios Energy Limited 2024 Annual Report

Page | 26

Notes to the Consolidated Financial Statements

1. Summary of material accounting policies (continued)

(d) Exploration and Evaluation Expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit or loss in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

(e) Share Based Payment Transactions

The Group may provide benefits to employees (including directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equitysettled transactions’). The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted.

The fair value of these payments is determined using a 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. The fair value of the options granted is adjusted to reflect market conditions but excludes the impact of any non-market vesting conditions. Non-market vesting conditions, if any, are included in assumptions about the number of options likely to be exercisable.

(f) 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 (refer to the respective notes) within the next financial period are discussed below.

i. Share-based payments

The valuation of share-based payment transactions is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using valuation methods including the Black Scholes valuation model and the Binomial model taking into account the terms and conditions upon which the instruments were granted. Management is required to make judgements and estimates in respect of the inputs in the models used to value the various equity instruments. If these judgements changed, the valuation, and therefore the figures in the financial statements, would change as well.

ii. Impairment of deferred exploration and evaluation expenditure

Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current. These costs are carried forward in respect of an area that has not at balance sheet date reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Capitalisation of expenditure requires the consolidated group to make a judgement on the extent that expenditure on exploration and evaluation assets will likely be recovered in the future, through mineral extraction or some other form of commercialisation of the exploration and evaluation stage assets. The Board and Management have assessed the carrying value of the Exploration and Evaluation Expenditure to be impaired. Refer to the accounting policy stated in Note 1(d) and to Note 12 for movements in the exploration and evaluation expenditure balance.

Helios Energy Limited 2024 Annual Report

Page | 27

Notes to the Consolidated Financial Statements

1. Summary of material accounting policies (continued)

iii. Deferred tax assets

The Group expects to have carried forward tax losses, which have not been recognised as deferred tax assets. The utilisation of tax losses is subject to the Group passing the required Continuity of Ownership and Same Business Test rules at the time the losses are expected to be utilised. Deferred tax assets are only recognised to the extent that it is probable that future maintainable profits will utilise the carry forward losses, which requires judgements relating to the ability of the company to generate future surplus taxable income.

2. Financial Risk Management

The Group’s financial instruments consist mainly of deposits with banks, accounts receivable, investments and payable and lease liabilities. The Group’s activities expose it to a variety of financial risks; market risk (including fair value and interest rate risk), credit risk, liquidity risk, foreign exchange fluctuations, cash flow and interest rate risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by the Board of Directors under policies approved by the Board. The Board identifies and evaluates financial risks for overall risk management.

(a) Foreign Exchange Risk

As a result of having operations in the United States, China and the Cayman Islands, and in both US dollars and Chinese Yuan, the Group’s results and Statement of Financial Position can be affected by movements in foreign exchange rates. The Group does not hedge this exposure.

The Group manages its foreign exchange risk by constantly reviewing its exposure to commitments payable in foreign currency and ensuring appropriate cash balances are maintained to meet current operational commitments.

The carrying amount of the consolidated entity’s foreign currency denominated financial assets and financial liabilities at the reporting date were as follows:

	Assets	Assets	Liabilities	Liabilities
Consolidated	2024	2023	2024	2023
	$	$	$	$
US dollars	457,648	937,743	1,486,974	1,323,602
Chinese Yuan	3,714	263,596	87,812	283,335
	461,362	1,201,339	1,574,786	1,606,937

The Group had net liabilities denominated in foreign currencies of $1,113,424 (assets of $461,362 less liabilities of $1,574,786) as at 30 June 2024 (2023: net liabilities of $405,598 (assets of $1,201,339 less liabilities of $1,606,937)). Based on this exposure, had the Australian dollar weakened by 10% / strengthened by 10% against these foreign currencies with all other variables held constant, the Group’s loss before tax for the year would have been $111,342 lower / higher (2023: $40,560 lower / higher) and equity would have the same impact. The percentage change is the expected overall volatility of the significant currencies, which is based on management’s assessment of reasonable possible fluctuations taking into consideration movements over the last year and the spot rate at each reporting date. The actual foreign exchange loss for the year ended 30 June 2024 was $15,303 (2023: $30,308).

Management believes the balance date risk exposures are representative of the risk exposure inherent in financial instruments.

(b) Interest Rate Risk

As the Group has no significant interest-bearing assets other than cash at bank, the Group’s income and operating cash flows are not materially exposed to changes in market interest rates.

The risk arises due to changes in interest rates offered by the bank. The risk is managed by seeking alternative quotes from competing banks.

Helios Energy Limited 2024 Annual Report

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Notes to the Consolidated Financial Statements

2. Financial Risk Management (continued)

(b) Interest Rate Risk (continued)

2024		Non-		Weighted average interest rate
	Floating itt t	interest	Total
Financial Instruments	neres rae	bearing
	$	$	$	%
Financial assets
Cash and cash equivalent	111,335	352,506	463,841	1.35
	111,335	352,506	463,841

2023		Non-		Weighted average interest rate
	Floating itt t	interest	Total
Financial Instruments	neres rae	bearing
	$	$	$	%
Financial assets
Cash and cash equivalent	4,124,047	1,227,121	5,351,168	0.67
	4,124,047	1,227,121	5,351,168

The net fair value of financial assets and liabilities are materially in line with their carrying values.

(c) Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash to meet commitments as and when they fall due. The Group has no long term or short term debt and its risk with regard to liquidity relates to its ability to maintain its current operations prior to the generation of future income streams. The Group’s ability to raise equity funding in the market is paramount in this regard. The Group manages liquidity by ensuring that it has at least sufficient cash to meet its budgeted commitments for at least 12 months.

Remaining contractual maturities

The following tables detail the consolidated entity’s remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

2024 Weighte d average interest rate	1 year or less				Remaining contractual maturities
		Between	Between	Over 5
		1 and 2 years	2 and 5 years	years
Non-derivatives %	$	$	$	$	$
Non interest bearing	1,338,951 150,614 1,489,565	- 136,653 136,653	- 151,837 151,837	- - -
Trade & other payables -					1,338,951 425,793 1,764,744

Interest bearing
Lease liabilities 3.23
Total financial liabilities

Helios Energy Limited 2024 Annual Report

Page | 29

Notes to the Consolidated Financial Statements

2. Financial Risk Management (continued)

(c) Liquidity Risk (continued)

2023 Weighted average interest rate	1 year or less	Between 1 and 2 years	Between		Remaining contractual maturities
			2 and 5	Over 5 ears
			years
Non-derivatives %	$	$	$	$	$
Non interest bearing
Trade & other	1109957				1,109,957
payables -	,,	-	-	-

Interest bearing
Lease liabilities 3.13	339,386	150,517	288,229	-	740,553
Total financial liabilities	1,449,343	150,517	288,229	-	1,850,510

(d) Credit Risk

The Group has no significant concentrations of credit risk. The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings.

	2024	2023
Cash at bank and short term bank deposits	$	$
Westpac Banking Corporation - AA	152,098	4,248,343
JPMorgan Chase Bank - A-	173,106	699,830
HSBC – A+	138,637	402,995
	463,841	5,351,168

(e) Fair Value Measurement

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 and liabilities that the entity can access at the measurement date.

Level 2: Inputs other than quoted prices includes within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability.

2024	Level 1	Level 2	Level 3
	$	$	$
Assets
Investments	278,850	-	-
	278,850	-	-

2023	Level 1	Level 2	Level 3
	$	$	$
Assets
Investments	185,900	-	-
	185,900	-	-

Helios Energy Limited 2024 Annual Report

Page | 30

Notes to the Consolidated Financial Statements

3. Segment Information

(a) Identification of reportable operating segments

The Group is organised into two operating segments, being oil and gas exploration in the USA and helium in China. This is based on the internal reports that are being reviewed by the Board of Directors who are identified as the Chief Operating Decision Makers (CODM) in assessing performance and in determining the allocation of resources.

The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.

Operating segment information:

30 June 2024	USA	China	Unallocated	Total
Profit and loss Revenue Other revenue Interest Income		$ - - - - (1,067,421) 217,978 (87,812)	$ - - 26,594 26,594 (495,064) 2,284,032 (237,489)	$

				140,942
				54,774 26,594
				81,368 (4,957,997) 46,988,029 (1,812,275)
30 June 2023	USA	China	Unallocated	Total
Profit and loss Revenue Other revenue Interest Income	$ 90,434 53,823 12	$ - - -	$ - - 89,032	$

				90,434

				53,823
				89,044
Other income Loss for the year Financial Position Total Assets Total Liabilities	53,835 (5,801,216) 44,180,718 (1,323,602)	- (1,428,629) 1,469,545 (285,915)	89,032 (1,377,036) 6,330,609 (240,993)	142,867

				(8,606,881)


				51,980,872
				(1,850,510)

4. Revenue from operations

	2024	2023
	$	$
Oil Sales	140,942	90,434
	140,942	90,434

Revenue recognition for sale of oil is at a point in time.

Revenue is generated in the United States of America.

Helios Energy Limited 2024 Annual Report

Page | 31

Notes to the Consolidated Financial Statements

5. Other income

	2024	2023
	$ 26,594 54,780	$
Interest received		89,044 53,823
Miscellaneous income
	81,374	142,867

6. Administration costs

	2024	2023
	$ (324,740) (23,746) (33,473) (148,343) (226,061) (311,863) (1,413) (187,891) (291,262)	$
Administration & accounting consultancy fees		(277,693) - (48,436) (172,740) (130,362) (544,047) (1,272) (235,588) (544,948)
Bad debts
Contract labour
Insurance
Legal fees
Office expenses
Telecommunication costs
Travel costs
Other
	(1,548,792)	(1,955,086)

7. Income tax expense

	2024	2023
	$	$
a. The components of tax expense comprise:
Current tax	-	-
Deferred tax	-	-
Underprovision fromprioryear	-	-
	-	-
b. The prima facie tax benefit on profit / (loss) from ordinary activities before income tax is reconciled to income tax as follows:
Prima facie tax benefit on profit / (loss) from ordinary activities before income tax at 30% (2023:30%)	(1,487,399)	(2,582,064)
Add tax effect of:
- Revenue losses not recognised	1,229,234	3,609,129
- Other non-allowable items	187,375	192,654
- Differences in tax rate of subsidiaries operating in other jurisdictions	359,941	594,091
- Other deferred tax balances not recognised	(289,151)	(1,813,810)
Income tax	-	-

Helios Energy Limited 2024 Annual Report

Page | 32

Notes to the Consolidated Financial Statements

7. Income tax expense (continued)

	2024	2023
	$	$
c. Unrecognised deferred tax assets:
Carry forward revenue losses	11,036,941	10,992,829
Carry forward capital losses	4,265,958	4,265,958
Capital raising costs	14,757	26,774
Provisions and accruals	7,335	8,700
Investments	429,045	456,930
Exploration	(7,361,285)	(5,888,241)
Other	(17,031)	(13,518)
Net deferred tax	8,375,720	9,849,432

The tax benefits of the above deferred tax assets will only be obtained if:

(a) the company derives future assessable income of a nature and amount sufficient to enable the benefits to be utilised;
(b) the company continues to comply with the conditions for deductibility imposed by law; and
(c) no changes in income tax legislation which adversely affect utilising benefits.

8. Cash and cash equivalents

	2024	2023
	$	$
Cash at bank and in hand	463,841	5,351,168
	463,841	5,351,168

The Group’s exposure to interest rate risk is discussed in Note 2. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of cash at bank and in hand. The Group does not have any restrictions on its bank accounts recognised as cash.

Refer to Note 2 for the risk management policy of the Group.

9. Trade and other receivables

	2024	2023
	$	$
Trade receivables	148,110	203,513
Other receivables	137,711	124,946
	285,821	328,459

Helios Energy Limited 2024 Annual Report

Page | 33

Notes to the Consolidated Financial Statements

10. Other assets

	2024	2023
	$	$
Current
Prepayments	129,457	147,990
Otherassets	115,552	432,896
	245,009	580,886

Non-current
Advance to suppliers(NC)	-	750,602
Prepayments (NC)	-	-
	-	750,602

Movement on advance to suppliers:	Movement on advance to suppliers:
		2024
		$
Balance at 1 July 2023 Services received Impairment advance to suppliers Foreign exchange difference on translation Balance at 30 June 2024		750,602 (30,185) (731,053) 10,636 -

Impairment of advance to suppliers

The Group has recognised a provision for impairment of $731,053 in the statement of profit or loss and other comprehensive income given the uncertainty on the recoverability of previous advances made to suppliers.

11. Exploration and Evaluation Expenditure

	2024	2023
	$	$
Exploration and Evaluation Phase
Opening balance	44,175,951	34,066,762
Exploration costs	1,873,115	12,277,958
Foreign exchange difference on translation	29,222	1,371,538
Exploration expenditure written off	(695,368)	(3,540,307)
Closing balance	45,382,920	44,175,951

Exploration costs are only carried forward to the extent that they are expected to be recouped through the successful development or sale of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

The Company has assessed each area of interest for impairment in accordance with AASB 6 Exploration for and Evaluation of Minerals Resources. Based on the Company’s assessment, no impairment was recognised in the income statement in the current year; $695,368 was written-off in relation to expired leases during the year (2023: $3,540,307).

Helios Energy Limited 2024 Annual Report

Page | 34

Notes to the Consolidated Financial Statements

12. Right-of-use-asset and lease liability

2024	2023
a) Amounts recognised in the balance sheet $	$
Rights-of-use asset Land and Building – right of use assets 1,158,255 Less: Accumulated Amortisation (826,667)	1,158,436 (550,530)
Closing balance, net of accumulated amortisation 331,588	607,906

Lease liability Current 138,009 Non-current 287,784	322,312 418,241
Total 425,793	740,553

2024	2023
b) Amounts recognised in the statement of profit or loss $	$
Amortisation charge of right-of-use assets expense 276,137 Interest expense 24,858	271,814 27,388

The Group leases land and buildings for its offices, under agreements of between three to six years with, in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated.

13. Investments

	2024	2023
	$	$
Shares in Winchester Energy Limited
Opening fair value	185,900	1,022,450
Fair value movement	92,950	(836,550)
Closing fair value	278,850	185,900

The investment has been classified as fair value through profit and loss.

14. Trade and other payables

	2024	2023
	$	$
Trade payables	1,078,872	737,700
Accruals	122,899	173,424
Otherpayables	137,180	198,833
	1,338,951	1,109,957

Refer to Note 2 for the risk management policy of the Group.

Helios Energy Limited 2024 Annual Report

Page | 35

Notes to the Consolidated Financial Statements

15. Contributed equity

Share Capital	30 June	2024	30 June	2023
	Shares	$	Shares	$
Ordinary shares fully paid	2,604,049,443	104,559,188	2,604,049,443	104,559,188
Capital raisingcost	-	(6,442,043)	-	(6,442,043)
Ordinary shares fully paid	2,604,049,443	98,117,145	2,604,049,443	98,117,145

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

(a) Capital Risk Management

The Group’s objective when managing capital is to safeguard the ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the return of capital to shareholders, issue new shares or sell assets to reduce debt. The Group defines capital as cash and cash equivalents plus equity.

The Board of Directors monitors capital on an ad-hoc basis. No formal targets are in place for return on capital. There are no gearing ratios as the Group has not derived any income from their oil and gas exploration and currently has no debt facilities in place.

(b) Movement in Ordinary Share Capital

There were no movements on shares capital in 2024 and 2023.

16. Reserves

		2024	2023
Share Based payment reserve Foreign currency reserve		$ 1,128,149 2,255,423 3,383,572	$ 1,128,149 2,252,034 3,380,183

(a) Share Based Payment Reserve

The share based payment reserve is used to recognise the fair value of unlisted options issued to employees but not converted into ordinary shares. The reserve is recognised in contributed equity when and if the relevant milestone is attained within the specified period and as a result the unlisted options concerned convert to ordinary shares.

Movement in Share-Based Payment Reserve

There were no movements on share-based payment reserve in 2024.

2023		Number of	Amount
Date	Details	options	$
1/07/2022	Opening balance Options lapsed - exercisable at $0.22 on or before 31/12/22	20,000,000 (5,000,000)	1,131,149 (3,000)
31/12/2022 30/06/2023
	Balance	15,000,000	1,128,149

Helios Energy Limited 2024 Annual Report

Page | 36

Notes to the Consolidated Financial Statements

16. Reserves (continued)

Major Terms and Conditions of Options on issue during the year are as follows:

Number of options Issue date Expiry date Exercise price	Number of options Issue date Expiry date Exercise price	Number of options Issue date Expiry date Exercise price	Number of options Issue date Expiry date Exercise price
Unlisted 15,000,000	8/12/2020	31/12/2025	$0.255

(b) Foreign Currency Translation Reserve

The foreign currency translation reserve is used to record exchange differences arising on consolidation of subsidiaries with different functional currencies from that of the parent entity.

17. Related Party Transactions

Compensation of key management personnel:

	2024	2023
	$	$
Short-term employee benefits	469,298	483,684
Share based payments	-	-
Post-employment benefits	-	-
	469,298	483,684

The amount of remuneration paid to related parties during the financial year is set out in the Audited Remuneration section of the Directors’ Report .

There are no outstanding loans to or from related parties and no outstanding balances arising from sales / purchases of goods and services to or from related parties.

Other transactions with related parties

There were no other transactions with Directors and Key Management Personnel during the year (2023: $nil).

18. Remuneration of Auditors

	2024	2023
Audit Services	$	$
Amounts paid/payable to BDO Audit Pty Ltd for audit and review of the financial reports	49,387
		54,333

Non-Audit Services
Amounts paid/payable to BDO Corporate Tax (WA) Pty Ltd for taxation services	5,900	4,635

During the year BDO Audit Pty Ltd was appointed as auditor of the Company following the resignation of BDO Audit (WA) Pty Ltd. The change of auditor arose as a result of BDO Audit (WA) Pty Ltd restructuring its audit practice, whereby audits will be conducted by BDO Audit Pty Ltd, an authorised audit company, rather than BDO Audit (WA) Pty Ltd.

Helios Energy Limited 2024 Annual Report

Page | 37

Notes to the Consolidated Financial Statements

19. Reconciliation of loss after income tax to net cash outflow from operating activities

	2024		2023
Loss for the year Non-cash items Non-cash fair value loss on investments Foreign exchange gain Impairment expense Depreciation expense Bad debts Exploration expenditure written off Changes in operating assets and liabilities: Decrease/(Increase) in trade and other receivables (Decrease) in trade and other payables Net cash outflow from operating activities	$ (4,957,997) (92,950) (32,932) 731,053 282,418 23,746 695,368 480,540 78,718 (2,792,036)		$ (8,606,881) 836,550 78,006 - 282,152 - 3,540,307 (242,140) (453,181) (4,565,187)

20. Earnings per Share

The effect of the potential ordinary shares is anti-dilutive in the calculation of Earnings per Share in the year ending 30 June 2024, and therefore are not included in the calculation of diluted earnings per share. The options could potentially dilute earnings per share in the future.

(a) Reconciliation of earnings to loss
2024	2023
$	$
Loss after tax (4,957,997)	(8,606,881)
Earnings used to calculate earnings per share (4,957,997)	(8,606,881)
(b) Weighted Average Number of Shares
2024	2023
(b) Weighted Average Number of Shares Number	Number
Weighted average number of ordinary shares used as the denominator in calculating basic profit / (loss) per share 2,604,049,443 2,604,049,443

Basic loss per share (0.19)	(0.33)

Helios Energy Limited 2024 Annual Report

Page | 38

Notes to the Consolidated Financial Statements

21. Subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries:

Name of entity Country of Incorporation Class of shares Equity holding Equity holding 2024 2023	Name of entity Country of Incorporation Class of shares Equity holding Equity holding 2024 2023
	2023
Helios Energy USA, Ltd(1) USA Ordinary 100%	100%
Helios Operating, LLC USA Ordinary 100%	100%
Helios Energy (China) Ltd(2) China Ordinary 100%	100%
Helios Energy Holdings Ltd(3) Cayman Islands Ordinary 100%	100%

(1) Holding company for Helios Operating, LLC
(2) Helios Energy (China) Ltd was registered in Beijing China on 22 Sept 2020 as a 100% subsidiary entity of Helios Energy Holdings Ltd. In January 2021, the company opened a regular banking account with HSBC Bank (China) Beijing Branch.
(3) Helios Energy Holdings Ltd was incorporated in the Cayman Islands on 23 May 2018, as a shell company, with Helios Energy USA Ltd being 100% shareholder. The company opened a regular banking account with HSBC Bank (China) Beijing Branch.

22. Helios Energy Ltd Parent Company Information

22. Helios Energy Ltd Parent Company Information
*Statement of financial position*
	2024	2023
	$	$
Assets
Total current assets	224,590	4,361,514
Total non-current assets	2,059,441	1,969,093
Total assets	2,284,031	6,330,607

Liabilities
Total current liabilities	237,489	240,992
Total liabilities	237,489	240,992
Net Assets	2,046,542	6,089,615

Equity
Contributed equity	98,117,145	98,117,145
Reserve	1,138,977	1,138,977
Accumulated losses	(97,209,580)	(93,166,507)
Total Equity	2,046,542	6,089,615
*Statement of profit or loss and other comprehensive income*
	2024	2023
Loss for the year Total comprehensive loss	$ (4,579,253) (4,579,253)	$
		(8,606,881) (7,069,466)

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2024 and 30 June 2023.

Helios Energy Limited 2024 Annual Report

Page | 39

Notes to the Consolidated Financial Statements

23. Commitments and Contingent Liabilities

As part of the acquisition of the Presidio Oil Project there are contingent royalty payments as mentioned below:

Presidio Oil Project

Helios will earn a NRI of 52.50% of 8/8ths (being 70% of a NRI of 75%) in all additional oil and gas leases or drilling of oil wells acquired by the joint venture. The mineral rights owners and vendors in aggregate will retain a gross revenue royalty, on industry standard terms, equal to 25% of the oil and gas produced or won from the Presidio Leases and any Further Leases and Oil Wells acquired by the joint venture within a 50 kilometre radius of the Presidio Leases.

24. Dividends

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

25. Events Occurring After Reporting Date

On 8 August 2024 Mr Henko was appointed as non-executive director.

There have been no other significant events subsequent to the end of the financial year to the date of this report.

Helios Energy Limited 2024 Annual Report

Page | 40

Consolidated Entity Disclosure Statement

As at 30 June 2024

		Place formed /	Ownership	Tax
Entity Name	Entity type	incorporated	interest %	residency
Helios Energy Limited	Body corporate	Australia	Not applicable	Australia
Helios Operating LLC	Body corporate	United states of America	100%	USA
Helios Energy USA Ltd	Body corporate	United states of America	100%	USA
Helios Energy (China) Ltd	Body corporate	China	100%	China
Helios Energy Holdings Ltd	Body corporate	Cayman Islands	100%	Cayman

Basis of Preparation

This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements .

Helios Energy Limited 2024 Annual Report

Page | 41

Directors' Declaration

The Directors of the Company declare that:

The financial statements and notes as set out on pages 26 to 41 are in accordance with the Corporations Act 2001, and
(i) comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
(ii) give a true and fair view of the financial position of the Group as at 30 June 2024 and of its performance for the year ended on that date.
The Managing Director has given the declarations required by S295A of the Corporations Act 2001.
The Company has included in the notes to the financial statements an explicit and unreserved statement of compliance with International Financial Reporting Standards.
In the opinion of the directors, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable, subject to the matters in Note 1 (a). The Directors have modified their solvency statement to reflect the uncertainty, and this is appropriate.
the information disclosed in the consolidated entity disclosure statement (page 41) is true and correct.

This declaration is made in accordance with a resolution of the Board of Directors.

John Kenny Non-Executive Director 30 September 2024

Helios Energy Limited 2024 Annual Report

Page I 42

Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au

Level 9 Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia

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INDEPENDENT AUDITOR'S REPORT

To the members of Helios Energy Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Helios Energy Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2024, the consolidated statement of profit or loss and other comprehensive income, 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 2024 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.

Material uncertainty related to going concern

We draw attention to Note 1(a) in the financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the group’s ability to continue as a going concern and therefore the group may be unable to realise its assets and discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this matter.

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Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Carrying value of exploration and evaluation assets

Key audit matter	How the matter was addressed in our audit

As disclosed in Note 11 to the financial report, the carrying value of the exploration and evaluation asset represents a material asset of the Group. The Group’s accounting policies and material judgements applied to capitalised exploration and evaluation expenditure are detailed in notes 1(d) and 1(f) of the financial report. In accordance with AASB 6 Exploration for and Evaluation of Mineral Resources (‘AASB 6’), the recoverability of exploration and evaluation expenditure requires material judgement by management in determining whether there are any facts and circumstances that exist to suggest the carrying amount of this asset may exceed its recoverable amount. As a result, this is considered a key audit matter. As a result, this is considered a key audit matter.	Our procedures included, but were not limited to: •Obtaining a schedule of tenements held by the Group and assessing whether the rights to tenure remained current at balance date; •Considering the status of the ongoing exploration programmes by holding discussions with management, and reviewing the Group’s exploration budgets, ASX announcements and director’s minutes; •Considering whether the exploration assets had reached a stage where a reasonable assessment of economically recoverable reserves existed; •Evaluating and assessing the accuracy of the Group’s calculation on the impairment recognised for the year; •Considering whether any facts and circumstances existed to suggest further impairment testing was required; and •Assessing the adequacy of the related disclosures in Notes 1(d), 1(f) and 11 to the Financial Report.

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 2024 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.

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

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

Responsibilities of the directors for the Financial Report

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

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 at:

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

This description forms part of our auditor’s report.

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Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 14 to 19 of the directors’ report for the year ended 30 June 2024.

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

Responsibilities

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

BDO Audit Pty Ltd

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Jarrad Prue

Director

Perth, 30 September 2024

ASX Additional Information

The shareholder information set out below was applicable as at 19 August 2024:

1. Distribution of Equity Securities

Analysis of numbers of security holders by size of holding:

	Number of Holders Number of Shares % Held
1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - and over	81 8,467 0.00% 110 466,493 0.02% 92 746,129 0.03% 424 18,881,574 0.73% 465 2,583,946,780 99.22% 1,172 2,604,049,443 100.00%

There were 524 holders of less than a marketable parcel of ordinary shares based on a share price of $0.011 per share.

2. Substantial Holders

Substantial holders of equity securities, ordinary shares, in the Company are set out below as at 19 August 2024:

Ordinary Shares
(Holders with 5% or more)
		Percentage of
Name	Number held	issued shares
Notable Pioneer Limited (Mr Hui Ye)	500,576,359	19.22%
PAA Energy LLC/Antlers Energy Corporation
(Mr Ping (Richard) He)	234,758,072	9.02%
Citicorp Nominees Pty Limited	191,466,086	7.35%
Mr Wentao Zhao	179,282,031	6.88%

3. Unlisted Option Holders

Unlisted Options expiring 31/12/2025 @ $0.255
(Holders with 5% or more)		Percentage
		of unlisted
Name	Number held	options
Mr Robert Bearden	15,000,000	100%

4. Voting Rights

The voting rights attaching to each class of equity securities are set out below:

(a) Ordinary Shares

Every member present at a meeting in person or by proxy shall have one vote for each share conducted via a poll.

(b) Options

These securities have no voting rights.

Helios Energy Limited 2024 Annual Report

Page | 47

ASX Additional Information

5. Equity Security Holders

The names of the twenty largest holders of ordinary shares as of 19 August 2024 are listed below:

Rank Name	Number of shares % Held
1. Mr Hui Ye (including his associated entity, Notable Pioneer Limited) 2. Mr Ping He (including his associated entities, PAA Energy LLC and Antlers Energy Corporation) 3. Citicorp Nominees Pty Limited 4. Mr Wentao Zhao 5. Mr John Kenny (including his associated entities, JDK Nominees Pty Ltd and Chatsworth Stirling Pty Ltd) 6. Mr Zhiqiang Shan 7. BNP Paribas Nominees Pty Ltd (including various associated entities) 8. Mr Mark Lochtenberg (including his associated entities, Rigi Investments Pty Ltd and The Rigi Superannuation Fund held by a Custodian) 9. Mr Tony Peng (including his associated entity, RPM Texas LLC) 10. Lugano Holdings LLC 11. HSBC Custody Nominees (Australia) Limited (including various associated entities) 12. Ichi Investments Inc 13. Ms Huiru Chen 14. Mr Jidong Zhang 15. Mr Jason Battistessa (including his associated entities, JB Toro Pty Ltd, Truffles Trading Pty Ltd and with Miss Kwai-Kun Lee) 16. Mr Xiaoping Zhou 17. The LF Point Pty Ltd 18. Trend E&P LLC 19. Mr Xiaofeng Huang 20. Spinite Pty Ltd Total	500,576,359 19.22%
	234,758,072 9.02%
	191,466,086 7.35%
	179,282,031 6.88%
	118,276,084 4.54%
	100,389,857 3.86%
	90,459,469 3.47%
	85,615,001 3.29%
	68,780,000 2.64%
	55,365,264 2.13%
	53,621,486 2.06%
	47,814,655 1.84%
	43,840,388 1.68%
	43,414,294 1.67%
	39,100,000 1.50%
	37,604,910 1.44%
	37,010,000 1.42%
	34,805,294 1.34%
	34,102,843 1.31%
	31,961,430 1.23%
	2,028,243,523 77.89%

6. On-Market Buy-Back

There is no current on-market buy-back.

Helios Energy Limited 2024 Annual Report

Page | 48

AI assistant

HELIOS ENERGY LTD — Annual Report 2024

65047_rns_2024-09-29_52a1b59d-e24f-4179-8121-524f8111f5ca.pdf

Helios Energy Limited

Directors’ Report

Directors

Company Secretary

Principal Activities and Review of Operations

Presidio Oil Project – 70% Working Interest (WI) in 4 Wells and 8,670 Gross Acres

Principal Activities and Review of Operations (continued)

Proven Oil & Gas Column which is More Than 2,000 Feet Thick

Calculated Original Oil in Place (OOIP)

Principal Activities and Review of Operations (continued)

Very Good Porosity in the Lower Bench of the Ojinaga Shale Formation

Excellent Permeability in the Lower Bench of the Ojinaga Shale Formation

Frackable Rock

Principal Activities and Review of Operations (continued)

Seismic – 2D and 3D

Principal Activities and Review of Operations (continued)

Total Play Area – Greater Than 100,000 Acres

Principal Activities and Review of Operations (continued)

Presidio 52#1 Well Location

Stratigraphy

Principal Activities and Review of Operations (continued)

Oil Type, Quality and Geochemistry

Gravity and Magnetic Data

Commercialization of the Presidio Oil & Gas Project

Farmout of the Presidio Oil & Gas Project

Presidio Oil and Gas Project – Infrastructure

Production Facilities Installed

Principal Activities and Review of Operations (continued)

Corporate

Operating results

Dividends

Business Risks

Operational risks

Principal Activities and Review of Operations (continued)

Business Risks (continued)

Further capital requirements

The Company’s activities are subject to Government regulation and approvals

Global conditions

Future Developments, Prospects and Business Strategies

Significant Changes in the State of Affairs

Environmental Issues

After Reporting Date Events

Information on Directors

- – Hui Ye (Non Executive Chairman) resigned on 30 June 2024

Experience and Expertise

Former Directorships in the Last Three Years

- – Robert Bearden (Non Executive Director) resigned on 30 April 2024

Experience and Expertise

Other Current Directorships

Former Directorships in the Last Three Years

- – Mark Lochtenberg (Non Executive Director) appointed on 30 August 2023

Experience and Expertise

Other Current Directorships

Directors’ Report

Information on Directors (continued)

- – Mark Lochtenberg (Non Executive Director) appointed on 30 August 2023 (continued)

Former Directorships in the Last Three Years

- – John Kenny (Non Executive Director) appointed on 26 October 2023

Experience and Expertise

Former Directorships in the Last Three Years

Interests in securities

– Richard He (Managing Director) resigned on 15 April 2024

Experience and Expertise

Other Current Directorships

Former Directorships in the Last Three Years

Special Responsibilities

Interests in Securities

- – Henko Vos (Non Executive Director) appointed on 8 August 2024

Experience and Expertise

Other Current Directorships

Former Directorships in the Last Three Years

Special Responsibilities

Interests in securities

Information on Directors (continued)

- – Nicholas Ong (Non Executive Director) resigned on 30 August 2023

Experience and Expertise

Other Current Directorships

HELIOS ENERGY LTD Annual Report 2024