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M3 MINING LIMITED — Annual Report 2025
Sep 29, 2025
65282_rns_2025-09-29_7d7f3362-afb1-41d7-b76d-450c72587e69.pdf
Annual Report
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M3 Mining Limited ABN 98 644 548 434
Annual Report - 30 June 2025
M3 Mining Limited Corporate directory 30 June 2025
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| Directors | Ariel Edward (Eddie) King - Non-Executive Director |
|---|---|
| Tyler Formica - Non-Executive Director | |
| Alan Armstrong - Non-Executive Director | |
| Company secretary | Alan Armstrong |
| Registered office | Level 8 London House, 216 St Georges Terrace |
| Perth WA 6000 | |
| Principal place of business | Level 8 London House, 216 St Georges Terrace |
| Perth WA 6000 | |
| Share register | Automic |
| Level 5, 191 St Georges Tce | |
| Perth WA 6000 Australia | |
| P(Australia): 1300 288 664 | |
| P (Overseas): +61 2 9698 5414 | |
| W: www.automic group.com.au | |
| Auditor | William Buck Audit (WA) Pty Ltd |
| Level 3, 15 Labouchere Road | |
| South Perth WA 6151 | |
| Solicitors | Nova Legal |
| Level 2, 50 Kings Park Road | |
| West Perth WA 6005 | |
| Stock exchange listing | M3 Mining Limited shares are listed on the Australian Securities Exchange (ASX code: |
| M3M) | |
| Website | www.m3mining.com.au |
| M3 Mining Limited | |
|---|---|
| Contents | |
| 30 June 2025 | |
| Directors' report | 1 |
| Auditor's independence declaration | 20 |
| Consolidated statement of profit or loss and other comprehensive income | 21 |
| Consolidated statement of financial position | 22 |
| Consolidated statement of cash flows | 24 |
| Notes to the consolidated financial statements | 25 |
| Consolidated entity disclosure statement | 46 |
| Directors' declaration | 47 |
| Independent auditor's report to the members of M3 Mining Limited | 48 |
| Shareholder information | 52 |
M3 Mining Limited Directors’ report 30 June 2025
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The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of M3 Mining Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2025.
Directors
The following persons were Directors of the Company during the whole of the financial year and up to the date of this report, unless otherwise stated:
Ariel Edward King – Non-Executive Director Tyler Formica – Non-Executive Director (appointed on 29 May 2025) Alan Armstrong – Non-Executive Director (appointed on 29 May 2025) Simon Eley - Executive Director (resigned on 29 May 2025) Dermot O'Keeffe - Non-Executive Director (appointed 29 July 2024 and resigned 29 May 2025) Russell Davis - Non-Executive Chairman (resigned on 20 April 2025)
Principal activities
The principal activity of the Group during the course of the financial year was the exploration for mineral resources over two projects being the Victoria Bore Copper Project and the Edjudina Gold Project.
The Group continues to review new opportunities that are internally generated or presented to the Group. The Group is reviewing a range of commodities in jurisdictions that are familiar with the Group's broader technical team including Australia and overseas.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The loss for the Group after providing for income tax amounted to $2,343,488 (30 June 2024: loss of $2,113,417).
As at 30 June 2025 the Group had $836,204 in cash balances (30 June 2024: $1,948,985), and net assets of $849,081 (30 June 2024: $1,824,825).
During the year, the Group has been exploring for orogenic gold deposits at its Edjudina Project and sedimentary-hosted copper deposits at its Victoria Bore Project, both located in tightly held regions of Western Australia.
Edjudina Project
The Edjudina Project is located approximately 150km northeast of Kalgoorlie in Western Australia. It covers a section of the established mineralised trend along the Keith-Kilkenny Tectonic Zone which hosts multiple significant gold discoveries. No large-scale mining has occurred within the tenement area, however, historical near surface workings can be observed throughout the region, particularly within and along strike of the previous mines in the Yilgangi Mining Field. The Company’s tenements (both granted and under application) are proximal to Northern Star’s operations at both the Porphyry and Carosue Dam operations (see Figure 1).
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M3 Mining Limited Directors' report 30 June 2025
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Figure 1 – Edjudina Gold Project Overview
During the year, M3 Mining Limited completed a systematic soil sampling program at the Broken Hill Bore Prospect, located approximately 20km northeast of the Porphyry Gold Mine operated by Northern Star. The Broken Hill Bore prospect hosts multiple historic gold workings, including shafts and adits extracted in the early 1900s. Four distinct workings; Anchor, Lyon Glen, Broken Hill, and Broken Hill North, which are located on the Company’s tenure were examined. In total 147 samples were collected on a 100m by 200m grid across the prospect. Samples were analysed using handheld pXRF, providing immediate multi-element geochemical data. The results of the completed analysis have identified key pathfinder elements associated with gold mineralisation, notably arsenic (As), a known indicator of mineralisation in the area, concentrated around the known historical workings and extending into the flatter areas east and west of the ridgelines. This broad dispersion suggests mineralisation may not be confined to the ridges, highlighting untested potential across the tenements. Field observations revealed minimal cover across most of the area, reinforcing the effectiveness of soil geochemistry for target generation. Notably, extensive historical prospector activity, including previously unrecorded scraping was observed across the tenement, indicating historical recognition of gold presence beyond mapped workings.
In addition, pXRF-assisted soil sampling grids were also completed at the Old Plough Dam prospect. The Old Plough Dam prospect lies close to the Carosue Dam gold trend, approximately 1,200m from the non-active Twin Peaks gold mine. M3 Mining Limited is targeting ‘Twin Peaks’-style orogenic gold mineralisation, typically hosted in siliciclastic metasedimentary rocks, with coarse visible gold in quartz-carbonate veins. Earlier reconnaissance work focused on mapping and rock chip sampling. The eastern portion of the tenure is interpreted to exhibit similar lithologies to, and extensions of the structures, that host the Twin Peaks deposit. The soil sampling program consisted of 131 samples collected over a 100m by 200m spaced grid, targeting gold
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M3 Mining Limited Directors' report 30 June 2025
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and associated pathfinder elements in proximity to the historic Twin Peaks Gold Mine. Analysis of the multi-element data identified a particularly prospective zone in the northeastern corner of the survey, with elevated gold pathfinder elements including arsenic (As), Sulphur (S), Iron (Fe), Manganese (Mn), Vanadium (V), and Copper (Cu), consistent with signatures typically associated with Twin Peaks-style orogenic gold mineralisation. Geological mapping during the program further highlighted similarities between the lithologies in this area and those known to host mineralisation at Twin Peaks. Given the strength of both the geochemical and geological indicators, future exploration will focus on tighter-spaced soil sampling over this northeast zone to refine targets for potential drill testing.
Victoria Bore Project
The Victoria Bore Copper Project is centred on the historic Victoria Copper Mine which produced high grade copper from near surface in the 1950’s. The Victoria Bore Project is located approximately 120km south of the town of Onslow and 130km southeast of Exmouth in Western Australia. The tenements lie adjacent to the Northwest Coastal Highway and are readily accessible (see Figure 2).
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Figure 2 – Overview of the Victoria Bore Copper Project
During the year, results were received from the completed soil sampling program which covered a 63km² area and consisted of 1,596 primary samples. The sampled grid covered the newly interpreted extent of the Wyloo Group metasediments, a geological unit known for hosting copper mineralisation, as well as bordering Edmund Group metasediments and intrusive granitoids of the Gascoyne Complex. The samples were collected on a 200m x 400m spaced grid. Samples were composited on a two-for-one basis (for a total of 812 composite samples) and sent for analysis using the UltraFine+ technique co-developed by CSIRO and LabWest. This methodology enhances the detection of trace metals, allowing for a more comprehensive geochemical signature of potential mineralisation at depth. The results have delineated several copper (Cu) anomalies, that are strongly associated with key pathfinder elements, including silver (Ag), gold (Au), molybdenum (Mo), sulfur (S), and zinc (Zn). These pathfinder elements are important in exploration as they can indicate the presence of larger mineralised systems at depth. Silver and gold are known to be associated with copper deposits, particularly in hydrothermal systems where metalbearing fluids have moved through structural conduits. The presence of sulfur points to potential sulphide mineralisation, which is often a key indicator of primary copper mineralisation rather than secondary surface enrichment. The correlation between several of these elements and copper anomalies provides increased confidence in the interpretations and supports further investigation.
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M3 Mining Limited Directors' report 30 June 2025
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Corporate
At the end of the financial year, the Company advised the market of changes to its Board of Directors, following the receipt of a shareholder meeting requisition under Section 249D of the Corporations Act 2001 (Cth). Prior to the scheduled 249D meeting, the requisitioning parties withdrew their requisitions and the meeting was cancelled. Mr Simon Eley and Mr Dermot O’Keeffe resigned from the Board, with immediate effect. Following these resignations, the Company appointed Mr Alan Armstrong and Mr Tyler Formica as Non-Executive Directors. Mr Eddie King has assumed the executive duty until a replacement is found.
Prior to the resignation of the previous directors, the Company entered into an agreement to sell its wholly-owned subsidiary, M3 Energy Pty Ltd (M3 Energy) to private UK-based company, Jerboa Energy Ltd (Jerboa), on the basis that Jerboa will take over all associated ongoing funding obligations.
Under the terms of the agreement, Jerboa will pay the Company:
-
$10,000 on the business day after execution of the agreement, with these funds now received; and
-
• $140,000 upon the hydrocarbon permit being granted to M3 Energy.
In addition, for a period of 24 months, Jerboa will grant the Company a right to participate in any future capital raisings undertaken by M3 Energy or Jerboa on terms no less favourable than those offered to other participants in relation to not less than 5% of the total funding amount.
Subsequent to year end, the Company announced that it has received firm commitments to raise $2,250,000 (before costs) through a placement of 125,000,000 shares at an issue price of $0.018 each. The funds raised from the Placement will be used towards exploration activities at Victoria Bore and Edjudina, which will include geophysics, regional aircore drilling and follow up aircore drilling at El Capitan. In accordance with the strategic review, funds raised from the Placement will also be used towards assessing opportunities to expand or diversify the Company’s exploration portfolio through the addition of high-quality assets with strong strategic fit, as well as towards general working capital. The Placement is being completed in two tranches, as follows:
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Tranche 1: 12,500,000 Placement Shares will be issued pursuant to the Company’s placement capacity under Listing Rule 7.1; and
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Tranche 2: The Company will seek shareholder approval for the issue of the remaining 112,500,000 Placement Shares.
Significant changes in the state of affairs
Mr Russell Davis resigned from the board effective 20 April 2025, followed by the resignation of Mr Simon Eley and Mr Dermot O’Keeffe (appointed as Non-Executive Director on 29 July 2024) effective 29 May 2025.
Mr Alan Armstrong and Mr Tyler Formica joined the board as Non-Executive Directors on 29 May 2025 and Mr Eddie King has assumed the executive duty until a replacement is found.
During the year, the Company entered into an agreement to sell its wholly-owned subsidiary, M3 Energy Pty Ltd (‘M3 Energy’) to private UK-based company, Jerboa Energy Ltd (‘Jerboa’), on the basis that Jerboa will take over all associated ongoing funding obligations.
Under the terms of the agreement, Jerboa will pay the Company:
-
$10,000 on the business day after execution of the agreement, with these funds now received; and
-
• $140,000 upon the hydrocarbon permit being granted to M3 Energy.
In addition, for a period of 24 months, Jerboa will grant the Company a right to participate in any future capital raisings undertaken by M3 Energy or Jerboa on terms no less favourable than those offered to other participants in relation to not less than 5% of the total funding amount.
There were no other significant changes in the state of affairs of the Group during the financial year.
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M3 Mining Limited Directors' report 30 June 2025
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Matters subsequent to the end of the financial year
The Company announced on 1 July 2025 that the current Non-Executive Director, Mr Alan Armstrong was appointed as Company Secretary. The Company also changed the registered office and principal place of business of the Company to Level 8 London House, 216 St. Georges Terrace Perth WA 6000.
On 23 July 2025, 4,000,000 unlisted options exercisable at $0.10 lapsed without exercise or conversion.
On 8 September 2025, The Company announced that firm commitments have been received for a capital raising of approximately $2.25 million (before costs) by way of 125,000,000 fully paid ordinary shares at $0.018 per share via two tranches (the ‘Placement’).
The first tranche representing 12,500,000 Placement shares were issued on 12 September 2025. Issue of the second tranche, along with 20,000,000 unlisted options, exercised at $0.06 and expiring 2 years from the date of issue, to the lead manager of the Placement, and 9,000,000 unlisted options to the board on similar terms to the lead manager options, were proposed and pending shareholder approval at the date of this report.
No other matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Likely developments and expected results of operations
Information on likely developments in the operations of the Group and the expected results of operations have not been included in this report because the Directors believe it would be likely to result in unreasonable prejudice to the Group.
Business risk
Some of the key risks which the Company is subject to are summarised below.
Exploration and development risks
Mineral exploration and development is a speculative and high-risk undertaking that may be impeded by circumstances and factors beyond the control of the Group. As the Group is an exploration company, there can be no assurance that exploration on the Projects, or any other exploration tenure that may be acquired in the future, will result in the discovery of an economic mineral resource. Even if an apparently viable mineral resource is identified, there is no guarantee that it can be economically exploited. As the Group undertakes exploration and evaluation of its tenements, given the information and data available, it makes continuous assessment to allocate available funds and other resources to activities that potentially may deliver the best prospect of a commercially viable resource, given mineral exploration, development and mining are high-risk enterprises, only occasionally providing high rewards
Resource estimates and results of studies
The Group, at this time, does not have any identified mineral resources and previous exploration over the areas covered by the Projects is limited. There is no assurance that exploration of the Projects will result in the discovery of an economic ore deposit.
In the event that the Group successfully delineates a resource on any of the Tenements, that resource estimate will be an expression of judgment based on knowledge, experience and industry practice. By their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. If the Group undertakes scoping, pre-feasibility, definitive feasibility and bankable feasibility studies that confirm the economic viability of a Project, there is still no guarantee that the Project will be successfully brought into production as assumed or within the estimated parameters in the study (e.g. operational costs and commodity prices) once production commences.
The Group uses appropriately qualified Consulting Geologists (with a Competent Person designation) supported by other technical consultants such as assay, metallurgical and geophysical contractors to assist in estimations of resource and reserves.
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M3 Mining Limited Directors' report 30 June 2025
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Land access and compensation
There is a substantial level of regulation and restriction on the ability of exploration and mining companies to gain access to land in Australia. Negotiations with both Native Title parties and land owners/occupiers are generally required before the Group can access land for exploration or mining activities. Any delay in obtaining agreement in respect of compensation due to landholders whose land comprises the Tenements may adversely impact or delay the Group's ability to carry out exploration or mining activities on its Tenements.
The Group actively manages compliance with the regulations and laws regarding land access and compensation. In support of the negotiations with stakeholders, the Group engages suitably specialist contractors to liaise and negotiate with relevant stakeholders of its tenements, including Native Title bodies, private landowners and Government Departments and other suitably specialist contractors to ensure it meets all its access and compensation obligations.
Native Title and Aboriginal Heritage
Where Native Title does or may exist over any of the Group's Tenements, the ability of the Group to convert such Tenement or part thereof into a valid mining lease (for example in the event of the Group making a discovery) will be subject to the Group reaching a commercial agreement with the holders of or applicants for Native Title or on the Group obtaining a determination from the National Native Title Tribunal that the mining lease be granted in the absence of such an agreement. The negotiation of such a commercial agreement or proceedings in the courts could materially delay the grant of such a mining lease and substantially add to the Group's costs; failure to reach such an agreement could result in the Group being unable to obtain a mining lease.
Irrespective of whether Native Title exists on the relevant areas, in order to conduct exploration activities on the Tenements, the Group will usually need to undertake clearance activities in conjunction with the appropriate Aboriginal parties, anthropologists and archaeologists to ascertain whether any sites of significance to Aboriginal parties exist in the relevant areas. Undertaking and completing such site clearance procedures can cause delays to the implementation of exploration activities. Delays in completing such clearance activities can impede or prevent the Group from satisfying the minimum expenditure conditions on the relevant Tenements, with the result that the Group may in some instances need to seek whole or partial exemptions from expenditure under the relevant Mining Act in order to keep the relevant Tenements in good standing. There is no certainty that such exemptions will be granted in all instances.
Where such significant sites do exist, the Group's ability to conduct exploration on those areas may be subject to obtaining relevant consents under the Aboriginal Heritage laws.
Title and tenure
Interests in tenements in Western Australia are governed by legislation and are evidenced by the granting of leases and licences by the State. The Group is subject to the Mining Act 1978 (WA) (Mining Act) and the Company has an obligation to meet conditions that apply to the Tenements, including the payment of rent and prescribed annual expenditure commitments.
The Group's Projects only currently permit exploration on the Tenements. If the Group successfully delineates an economic resource on any of these exploration licences, it will need to apply for a mining permit to undertake development and mining. There is no guarantee that the Company will be granted a mining permit if one is applied for, as such grants are discretionary.
Exploration licences are subject to annual review and periodic renewal. The renewal of the term of a granted exploration licence is also subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the licences comprising the Group's Projects. While it is the Group's intention to satisfy the conditions that apply to the Tenements, there can be no guarantees that, in the future, the Tenements that are subject to renewal will be renewed or that minimum expenditure and other conditions that apply to the Tenements will be satisfied.
If a tenement holder fails to comply with the terms and conditions of a tenement, the Warden or Minister (as applicable) may impose a fine or order that the tenement be forfeited. In most cases, an order for forfeiture can only be made where the breach is of sufficient gravity to justify forfeiture of the tenement. In certain cases, a third party can institute administrative proceedings under the Mining Act before the Warden seeks forfeiture of the tenement.
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The Group monitors the status of its tenements to ensure it meets its statutory and contractual obligations and uses a third party tenement mining services management organisation to assist in this process.
Failure to satisfy expenditure commitments
Each exploration licence carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Group could lose title to or its interest in a Tenement if the licence conditions are not met or if insufficient funds are available to meet expenditure commitments.
The Group reviews all tenements to ensure sufficient exploration is carried out during the year.
Environmental risks
The operations and proposed activities of the Group are subject to State and Federal laws and regulation concerning the environment. As with most exploration projects and mining operations, the Group's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds.
Although it is the Group's intention to conduct its activities to the highest standard of environmental obligation, including in compliance in all material respects with relevant environmental laws, if such laws are nonetheless breached, the Group may be required to cease its operations and/or incur significant liabilities.
The Department of Mines, Industry Regulation and Safety in Western Australia from time to time reviews the environmental bonds that are placed on tenements. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Group.
In relation to the Group's proposed operations, issues could arise from time to time with respect to abandonment costs, consequential clean-up costs, environmental concerns and other liabilities. In these instances, the Group may become subject to liability if, for example, there is environmental pollution or damage from the Group's exploration activities and there are consequential clean-up costs at a later point in time.
The Group engages third party environmental consultants and specialists to undertake, monitor and report on all environmental matters as required on tenements.
Operating risks
The operations of the Group may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in exploration or mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts and plant and equipment.
The Group engages appropriately qualified and skilled employees and third-party contractors to assist in all aspects of the Group’s operations.
Additional requirements for capital
Additional funding may be required if exploration costs exceed the Group's estimates and will be required once those funds are depleted. To effectively implement its business and operations plans in the future, to take advantage of opportunities for acquisitions, joint ventures or other business opportunities and to meet any unanticipated liabilities or expenses which the Company may incur, additional equity or other finance may be required. The Company may seek to raise further funds through equity or debt financing, joint ventures, production sharing arrangements, royalty streaming or other means, in future.
Failure to obtain sufficient financing for the Group's activities may result in delay and indefinite postponement of exploration, development or production on the Group's properties or even loss of a property interest. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to the Group and might involve substantial dilution to Shareholders.
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M3 Mining Limited Directors' report 30 June 2025
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As the Group undertakes exploration and evaluation of its tenements it makes continuous assessment to allocate available funds and resources to its activities. The Group is confident that where required for new projects or for further funding of existing projects it will be able to raise additional capital as and when required.
| Information on Directors | |
|---|---|
| Name: | Ariel Edward King |
| Title: | Non-Executive Director |
| Qualifications: | B.Comm, B.Eng |
| Experience and expertise: | Mr King holds a Bachelor of Commerce and Bachelor of Engineering (Mining Systems) |
| from the University of Western Australia. Mr King’s experience includes being a manager | |
| for an investment banking firm, where he specialised in the technical and financial | |
| analysis of bulk commodity and other resource projects for investment and acquisition. | |
| Eddie is also a director of CPS Capital Group, one of Australia’s most active stockbroking | |
| and corporate advisory firms specialising in capital raisings and corporate advice to junior | |
| / mid cap companies with high potential growth prospects. | |
| Other current directorships: | Ragnar Metals Ltd (ASX: RAG) - appointed 10 February 2017 |
| Eastern Resources Limited (ASX: EFE) - appointed July 2017 | |
| Queensland Pacific Metals Limited (ASX: QPM) - appointed 26 March 2018 | |
| Rubix Resources Limited (ASX:RB6) - appointed October 2021 | |
| Bindi Metals Limited (ASX:BIM) - appointed June 2022 | |
| Noble Helium Limited (ASX:NHE) - appointed April 2022 | |
| Great Northern Minerals Limited (ASX:GNM) - appointed May 2023 | |
| Former directorships (last 3 years): | - |
| Interests in shares: | 1,400,000 |
| Interests in options: | 2,000,000 options exercisable at $0.189 on or before 19 December 2025 |
| Interests in performance rights: | 1,500,000 |
Name: Tyler Formica Title: Non-Executive Director - appointed 29 May 2025 Qualifications: MBA Experience and expertise: Mr Formica is a seasoned business leader with over 15 years of experience overseeing and growing family business interests across equity investment, property, and global operations. As a Director of Formica Group, he plays a central role in shaping corporate strategy, managing financial performance, and driving long-term value creation through a hands-on, performance-driven approach. Tyler holds an MBA and brings a successful track record of investing in both public and private companies, with a focus on identifying value opportunities, enhancing operational efficiency, and delivering sustainable returns. Other current directorships: High-Tech Metals Limited (ASX:HTM) – appointed June 2025 Former directorships (last 3 years): - Interests in shares: 1,275,000 Interests in options: - Interests in performance rights: -
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M3 Mining Limited Directors' report 30 June 2025
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Alan Armstrong
Name: Alan Armstrong Title: Non-Executive Director - appointed 29 May 2025 Qualifications: Bachelor of Business (Accounting/Finance) Experience and expertise: Mr Armstrong is a Chartered Accountant with over 15 years’ experience having spent most of his career providing accounting and advisory services to resource companies.
Mr Armstrong has a Bachelor of Business (Accounting/Finance) from Charles Sturt University and is a member of Chartered Accountants Australia and New Zealand. Mr Armstrong is also a graduate and member of the Australian Institute of Company Directors. Mr Armstrong currently serves as a Company Secretary for several ASX listed companies. Previously, Mr Armstrong served as an Executive Director at Volt Resources Limited and Castillo Copper Limited, and has been involved in capital raisings, due diligence and delivery of strategic outcomes
Other current directorships: - Former directorships (last 3 years): - Interests in shares: - Interests in options: - Interests in performance rights: -
Russell Davis
Name: Russell Davis Title: Non-Executive Chairman - appointed 16 November 2020 and resigned 20 April 2025 Qualifications: BSc (Honours), MBA, MAusIMM Experience and expertise: Russell Davis is a geologist with over 40 years’ experience in the mineral resources business. He has worked on the exploration and development of a range of commodities for several international and Australian companies, holding senior technical and corporate positions including chief mine geologist, exploration manager and managing director.
Mr Davis was a founding Director of Gold Road Resources Limited in 2005 and continued as an Executive then Non-executive Director until June 2016. Mr Davis was also founding Director of Syndicated Metals Limited in 2007 and Managing Director up to March 2012. Other current directorships: Chairman of Hammer Metals Ltd (ASX:HMX) - appointed January 2014. Former directorships (last 3 years): - Interests in shares:[1 ] 3,087,500 Interests in options:[1 ] 2,000,000 options exercisable at $0.189 on or before 19 December 2025 Interests in performance rights:[1 ] 1,000,000
- As at the date of resignation
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M3 Mining Limited Directors' report 30 June 2025
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Name: Simon Eley Title: Executive Director - appointed 22 September 2020 and resigned on 29 May 2025 Qualifications: B.Laws(LLB), B.Arts Experience and expertise: Simon Eley is a solicitor with considerable experience in the resource and energy sectors. Mr Eley was the founding director of Egan Street Resources and led the acquisition of the Rothsay gold project. Egan Street was acquired by Silver Lake Resources in 2019 for an implied value of $72 million. He has held the chairman role of several of ASX and NASDAQ listed companies. Mr Eley also led the team that acquired the Central Murchison Gold Project and subsequently became an executive director of Aragon Resources Limited, where he managed the progress of Aragon’s core asset, the Central Murchison Gold Project now owned and operated by Westgold Resources. Mr Eley’s experience also includes international oil and gas exploration and operations, as well as iron ore and coal projects, capital raisings, commercial agreements, dispute resolution, corporate management, strategy, acquisitions and divestments. Other current directorships: - Former directorships (last 3 years): Westar Resources Ltd (ASX:WSR) - Non-Executive Chairman - appointed 15 October 2020 - resigned 27 March 2025 PhosCo Ltd (ASX:PHO) - Managing Director - appointed 11 December 2018 - resigned 4 July 2024 Interests in shares:[1 ] 4,331,342 Interests in options:[1 ] - Interests in performance rights:[1 ] 3,000,000
- As at the date of resignation
| Name: | Dermot O'Keeffe |
|---|---|
| Title: | Non-Executive Director - appointed 29 July 2024 and resigned on 29 May 2025 |
| Qualifications: | BSc (Eng Geo), MSc (Petro Eng), MBA. |
| Experience and expertise: | Mr O’Keeffe has 40 years’ experience in the oil and gas industry, working internationally |
| for major operators, including Texaco, BP, Sun Oil, Shell, Woodside, Premier Oil, and | |
| Ophir Energy. In 1999, he founded IPS (Australasia), a professional services firm providing | |
| engineering, management and operational solutions to exploration, appraisal, and | |
| development drilling and completion projects in Australia, Africa, and south-east Asia in | |
| onshore, offshore, and deep-water operations. | |
| After IPS’ acquisition by Norwegian Add Energy Group in 2011, Mr O’Keeffe continued | |
| with the company as COO until 2019. | |
| Mr O'Keeffe is the Chief Operating Officer for Noble Helium (ASX:NHE). | |
| Other current directorships: | - |
| Former directorships (last 3 years): | - |
| Interests in shares:1 | 500,000 |
| Interests in options:1 | - |
| Interests in performance rights:1 | - |
- As at the date of resignation
Other current directorships quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
Former directorships (last 3 years) quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
Interests in shares and options are as at the date of this report.
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M3 Mining Limited Directors’ report 30 June 2025
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Company secretary
Alan Armstrong (appointed 1 July 2025)
Mr. Armstrong is a Chartered Accountant and a member of the Australian Institute of Directors with a demonstrated history of working in the mining and metals industry. He has strong business development and professional experience as a director and company secretary across various listed and unlisted entities in the resources sector.
Ben Donovan (resigned 1 July 2025)
Mr. Donovan is a member of the Governance Institute of Australia and is currently company secretary of several ASX listed and public unlisted companies and has gained experience across resources, agritech, biotech, media and technology industries. He has extensive experience in listing rules compliance and corporate governance, having served as a Senior Advisor at the ASX in Perth for nearly 3 years, where he managed the listing of nearly 100 companies on the ASX. In addition, Mr. Donovan has experience in the capital market having raised capital and assisted numerous companies on achieving an initial listing on the ASX, as well as for a period of time, as a private client adviser at a boutique stockbroking group.
Meetings of Directors
The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2025, and the number of meetings attended by each Director were:
| Attended | Held | |
|---|---|---|
| Ariel Edward King | 6 | 7 |
| Tyler Formica (appointed 29 May 2025) | - | - |
| Alan Armstrong (appointed 29 May 2025) | - | - |
| Russell Davis (resigned on 20 April 2025) | 6 | 6 |
| Simon Eley (resigned on 29 May 2025) | 7 | 7 |
| Dermot O'Keeffe (resigned 29 May 2025) | 3 | 5 |
Held: represents the number of meetings held during the time the Director held office.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all Directors.
The remuneration report is set out under the following main headings:
-
Principles used to determine the nature and amount of remuneration
-
Details of remuneration
-
Service agreements
-
Share-based compensation
-
Additional information
-
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
This report details the amount and nature of remuneration of each Key Management Personnel (“KMP”).
KMP’s have authority and responsibility for planning, directing and controlling the activities of the Group, including Directors of the Company and other executives.
The remuneration policy is to provide a fixed remuneration component and an equity related component. The Board believes that this remuneration policy is appropriate given the stage of development of the Company and the activities which it undertakes and is appropriate in aligning director and executive objectives with shareholder and business objectives.
11
M3 Mining Limited Directors' report 30 June 2025
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The Board policy is to remunerate Directors and senior executives at market rates for comparable companies for time, commitment and responsibilities. Due to the size of the Company, there is no Remuneration Committee so the Board determines payments to the Non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. In consultation with external remuneration consultants (refer to the section 'Use of remuneration consultants' below) advice is sought when required. To align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company and may receive options if approved by shareholders.
In accordance with best practice corporate governance, the structure of non-executive Director and executive Director remuneration is separate.
Non-executive Directors remuneration
Fees and payments to non-executive Directors reflect the demands and responsibilities of their role. Non-executive Directors' fees and payments are reviewed annually by the Board. The Board may, from time to time, receive advice from independent remuneration consultants to ensure non-executive Directors' fees and payments are appropriate and in line with the market. The chairman's fees are determined independently to the fees of other non-executive Directors based on comparative roles in the external market. The chairman is not present at any discussions relating to the determination of his own remuneration.
The Constitution provides that the remuneration of Non-Executive Directors will not be more than the aggregate fixed sum determined by a general meeting of Shareholders or, until so, by the Directors. The aggregate remuneration for Non-Executive Directors has been set by the Board at an amount not to exceed $500,000 per annum.
Executive remuneration
The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
-
base pay and non-monetary benefits
-
short-term performance incentives
-
share-based payments
-
other remuneration such as superannuation and long service leave
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Directors based on individual and business unit performance, the overall performance of the Company and comparable market remunerations.
Short-term incentives ('STI’) are provided in the form of cash bonuses and/or salary increases. They are used to encourage and reward exceptional performance in the realisation of strategic outcomes and growth in shareholders’ wealth.
The long-term incentives ('LTI') include long service leave and share-based payments. Shares are awarded to executives over a period based on long-term incentive measures. These include increase in shareholders value relative to the entire market.
Service agreements
| Service agreements | Service agreements |
|---|---|
| Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details | |
| of these agreements are as follows: | |
| Name: | Ariel Edward King |
| Title: | Non-Executive Director |
| Agreement commenced: | 27 July 2021 |
| Details: | Services agreement to be paid a fee of $40,000 per annum. |
| Name: | Tyler Formica |
| Title: | Non-Executive Director |
| Agreement commenced: | 29 May 2025 |
| Details: | Services agreement to be paid a fee of $48,000 per annum (plus statutory |
| superannuation). |
12
M3 Mining Limited Directors' report 30 June 2025
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Name: Alan Armstrong Title: Non-Executive Director Agreement commenced: 29 May 2025 Details: Services agreement to be paid a fee of $48,000 per annum (plus statutory superannuation). Name: Russell Davis Title: Non-Executive Chairman Agreement commenced: 27 July 2021 (resigned on 20 April 2025) Details: Services agreement to be paid a fee of $50,000 per annum (plus statutory superannuation). Mr Davis resigned during the year and his remuneration was prorotated accordingly to his service days. Name: Dermot O’Keeffe Title: Non-Executive Director Agreement commenced: 29 July 2024 and resigned on 29 May 2025 Details: Services agreement to be paid a fee of $40,000 per annum from 1 February 2025 (plus statutory superannuation). Mr O’Keeffe resigned during the year and his remuneration was pro-rotated accordingly to his service days. Name: Simon Eley Title: Executive Director Agreement commenced: 27 July 2021 (resigned on 29 May 2025) Details: Executive services agreement to be a paid a fee of $180,000 per annum (plus statutory superannuation). The agreement may be terminated: * by either party without cause with 3 months written notice, or in the cause of the Company, immediately with payment in lieu of notice; * by the Company with 3 months notice or immediately with payment in lieu of notice if the executive is unable to perform its duties under the agreement for two consecutive months or a period aggregating to three months in a 12 month period; * by either party with 3 months written notice if the executive's role become redundant. Mr Eley resigned during the year and his remuneration was pro-rotated accordingly to his service days, with 3 months notice period paid out.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
The key management personnel of the Group consisted of the following Directors of M3 Mining Limited:
-
Ariel Edward King – Non-Executive Director
-
Tyler Formica – Non-Executive Director (appointed 29 May 2025)
-
Alan Armstrong – Non-Executive Director (appointed 29 May 2025)
-
Russell Davis - Non-Executive Chairman (resigned 20 April 2025)
-
Simon Eley - Executive Director (resigned 29 May 2025)
-
Dermot O'Keeffe - Non-Executive Director (appointed 29 July 2024 and resigned 29 May 2025)
13
M3 Mining Limited Directors' report 30 June 2025
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| Post- | ||||||||
|---|---|---|---|---|---|---|---|---|
| employment | Long-term |
Share-based |
||||||
| Short-term benefits | benefits |
benefits |
payments | |||||
| Options / | ||||||||
| Cash salary | Non- | Super- | Long service | performance |
Performance | |||
| and fees Cash bonus | monetary | annuation |
leave |
rights | Total | related | ||
| 30 June 2025 | $ | $ | $ | $ |
$ |
$ | $ | |
| Non-Executive | ||||||||
| Directors: | ||||||||
| Ariel Edward King | 40,000 | - | - | - | - | 41,234 | 81,234 | 51% |
| Tyler Formica1 | 4,000 | - | - | 460 | - | - | 4,460 | - |
| Alan Armstrong1 | 4,000 | - | - | 460 | - | - | 4,460 | - |
| Russell Davis2 | 41,667 | - | - | 4,792 | - | 82,861 | 129,320 | 64% |
| Dermot O'Keeffe3 | 13,333 | - | - | 1,533 | - | - | 14,866 | - |
| Executive Director: | ||||||||
| Simon Eley4 | 223,794 | - | - | 24,150 | - | 141,611 | 389,555 | 36% |
| Total | 326,794 | - | - | 31,395 | - | 265,706 | 623,895 | 43% |
-
Appointed 29 May 2025.
-
Resigned 20 April 2025.
-
Appointed 29 July 2024 and resigned 29 May 2025. Mr O’Keeffe was on a no fee basis until 1 February 2025.
-
Resigned 29 May 2025. Cash salary paid to Mr Eley includes $13,794 unused leave payment and $45,000 notice pay.
| Post- | ||||||||
|---|---|---|---|---|---|---|---|---|
| employment | Long-term | Share-based |
||||||
| Short-term benefits | benefits |
benefits | payments |
|||||
| Options / | ||||||||
| Cash salary | Non- | Super- | Long service | performance |
Performance | |||
| and fees Cash bonus | monetary | annuation |
leave | rights |
Total | related |
||
| 30 June 2024 | $ | $ | $ | $ |
$ | $ |
$ | |
| Non-Executive | ||||||||
| Directors: | ||||||||
| Ariel Edward King | 40,000 | - | - | - | - | 52,115 | 92,115 | 57% |
| Russell Davis | 54,500 | - | - | 5,995 | - | 51,217 | 111,712 | 46% |
| Executive Director: | ||||||||
| Simon Eley | 180,000 | - | - | 19,800 | - | 279,900 | 479,700 | 58% |
| Total | 274,500 | - | - | 25,795 | - | 383,232 | 683,527 | 56% |
Additional disclosures relating to key management personnel
Share holdings
The number of shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below:
| Balance at the | Granted as | Balance at the | |||
|---|---|---|---|---|---|
| start of the year | remuneration | Additions | Other | end of the year | |
| Current | |||||
| Ariel Edward King | 1,400,000 | - | - | - | 1,400,000 |
| Tyler Formica | - | - | 1,275,0001 | - | 1,275,000 |
| Alan Armstrong | - | - | - | - | - |
| Former | |||||
| Simon Eley | 3,720,313 | - | 611,029 | (4,331,342)2 | - |
| Russell Davis | 2,587,499 | - | 500,001 | (3,087,500)2 | - |
| Dermot O'Keeffe | - | - | 500,0001 | (500,000)2 | - |
| Total | 7,707,812 | - | 2,886,030 | (7,918,842) | 2,675,000 |
14
M3 Mining Limited Directors' report 30 June 2025
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-
Opening balance as of the commencement date as a director.
-
Closing balance as at the date of ceasing to be a director.
There is no change to the number of shares held by the Directors since 30 June 2025 and the date of this report.
Options holdings
The number of options over ordinary shares in the Company held during the financial year by Directors and other key management personnel are as follows:
| Balance at | Balance at | |||||
|---|---|---|---|---|---|---|
| the start of | the end of | Vested and | ||||
| the year | Additions | Expired | Other | the year | exercisable | |
| Current | ||||||
| Ariel Edward King | 2,000,000 | - | - | - | 2,000,000 | 1,000,000 |
| Tyler Formica | - | - | - | - | - | - |
| Alan Armstrong | - | - | - | - | - | - |
| Former | ||||||
| Simon Eley | - | - | - | - | - | - |
| Russell Davis | 2,000,000 | - | - | (2,000,000)1 | - | - |
| Dermot O'Keeffe | - | - | - | - | - | - |
| Total | 4,000,000 | - | - | (2,000,000) | 2,000,000 | 1,000,000 |
- Closing balance reported as at the date of ceasing to be a director.
The terms and conditions of each grant of options over ordinary shares affecting remuneration of Directors and other key management personnel in this financial year or future reporting years are as follows:
| Number of | Fair value | |||||
|---|---|---|---|---|---|---|
| options | Vesting | per option | ||||
| Name | granted | Grant date | conditions | Expiry date | Exercise price | at grant |
| Ariel Edward King | 1,000,000 | 19 December 2022 | Tranche A | 19 December 2025 | $0.189 | $0.058 |
| Ariel Edward King | 500,000 | 19 December 2022 | Tranche B | 19 December 2025 | $0.189 | $0.074 |
| Ariel Edward King | 500,000 | 19 December 2022 | Tranche C | 19 December 2025 | $0.189 | $0.074 |
| Russell Davis | 1,000,000 | 19 December 2022 | Tranche A | 19 December 2025 | $0.189 | $0.058 |
| Russell Davis | 500,000 | 19 December 2022 | Tranche B | 19 December 2025 | $0.189 | $0.074 |
| Russell Davis | 500,000 | 19 December 2022 | Tranche C | 19 December 2025 | $0.189 | $0.074 |
Tranche Vesting condition
-
A 30 Day VWAP of 50% premium being equal to or greater than the Company's 15 Day VWAP at the date of issue of the options, employment with the Company or otherwise engaged by the Company must continue over the vesting period.
-
B Continuous employment with the Company or otherwise engaged by the Company at all times for a period of 12 months from the date of issue.
-
C Continuous employment with the Company or otherwise engaged by the Company at all times for a period of 24 months from the date of issue.
Options granted carry no dividend or voting rights.
Performance rights holdings
The number of performance rights over ordinary shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below:
15
M3 Mining Limited Directors' report 30 June 2025
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| Balance at | Balance at | |||||
|---|---|---|---|---|---|---|
| start of the | the end of | Vested and | ||||
| year | Granted | Converted | Other | theyear | exercisable | |
| Current | ||||||
| Ariel Edward King | 1,500,000 | - | - | - | 1,500,000 | - |
| Tyler Formica | - | - | - | - | - | - |
| Alan Armstrong | - | - | - | - | - | - |
| Former | ||||||
| Simon Eley | 3,000,000 | - | - | (3,000,000)1 | - | - |
| Russell Davis | 1,000,000 | - | - | (1,000,000)1 | - | - |
| Dermot O'Keeffe | - | - | - | - | - | - |
| Total | 5,500,000 | - | - | (4,000,000) | 1,500,000 | - |
- Closing balance reported as at the date of ceasing to be a director.
The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of Directors and other key management personnel in this financial year or future reporting years are as follows:
| Fair value per | |||||
|---|---|---|---|---|---|
| Number of rights | Vesting | right at valuation | |||
| granted | Valuation date | conditions | Expiry date | date | |
| Ariel Edward King | 750,000 | 23 April 2024 | Tranche A - 2024 | 22 May 2029 | $0.051 |
| Ariel Edward King | 750,000 | 23 April 2024 | Tranche B - 2024 | 22 May 2029 | $0.047 |
| Simon Eley | 1,500,000 | 23 April 2024 | Tranche A - 2024 | 22 May 2029 | $0.051 |
| Simon Eley | 1,500,000 | 23 April 2024 | Tranche B - 2024 | 22 May 2029 | $0.047 |
| Russell Davis | 500,000 | 23 April 2024 | Tranche A - 2024 | 22 May 2029 | $0.051 |
| Russell Davis | 500,000 | 23 April 2024 | Tranche B - 2024 | 22 May 2029 | $0.047 |
| Tranche | Vesting condition | ||||
| A - 2024 | 10 day VWAP above $0.12 | ||||
| B - 2024 | 10 day VWAP above $0.20 |
Performance rights granted carry no dividend or voting rights.
The number of performance rights over ordinary shares granted to and vested by Directors and other key management personnel as part of compensation during the year ended 30 June 2025 are set out below:
| Number of | Number of | Number of | Number of | |
|---|---|---|---|---|
| rights | rights | rights | rights | |
| granted | granted | vested | vested | |
| during the | during the | during the | during the | |
| year | year | year | year | |
| 30 June 2025 | 30 June 2024 | 30 June 2025 | 30 June 2024 | |
| Current | ||||
| Ariel Edward King | - | 1,500,000 | - | |
| Tyler Formica | - | - | - | - |
| Alan Armstrong | - | - | - | - |
| Former | ||||
| Simon Eley | - | 3,000,000 | - | 500,000 |
| Russell Davis | - | 1,000,000 | - | - |
| Dermot O'Keeffe |
- | - | - | - |
16
M3 Mining Limited Directors' report 30 June 2025
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Other transactions with related parties
The following transactions occurred with related parties:
| 30 June 2025 30 June 2024 | 30 June 2025 30 June 2024 | |
|---|---|---|
| $ | $ | |
| Payment for other expenses: | ||
| Capital raising fees paid to CPS Capital Group Pty Ltd1 | 66,237 | 42,294 |
| Rent expense paid to Westar Resources Ltd1 & 2 | 15,000 | 18,000 |
| Equipment hire paid to Westar Resources Ltd1 & 2 | 1,400 | 1,000 |
| Plant & equipment purchased from Westar Resources Ltd2 | 26,000 | - |
| Consulting fee paid to Blue Cube Resources Pty Ltd for petroleum engineer working over | ||
| various opportunities3 | 69,600 | - |
-
1 Mr Ariel King is a Director of CPS Capital Group Pty Ltd and Westar Resources Ltd.
-
2 Mr Simon Eley was a Director of Westar Resources Ltd.
-
3 Mr Dermot O’Keeffe is a Director of Blue Cube Resources Pty Ltd
-
4 There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
-
5 All transactions were made on normal commercial terms and conditions and at market rates.
Additional information
The earnings of the Group for the four years to 30 June 2025 are summarised below:
| 2025 | 2024 | 2023 | 2022 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Loss after income tax | (2,343,488) | (2,113,417) | (2,116,787) | (1,348,840) |
The factors that are considered to affect total shareholders return ('TSR') are summarised below: |
||||
| 2025 | 2024 | 2023 | 2022 | |
| Share price at financial year end ($) | 0.03 | 0.05 | 0.16 | 0.13 |
| Basic earnings per share (cents per share) | (2.19) | (4.13) | (4.90) | (3.82) |
Loans to key management personnel and their related parties
There were no loans provided or received from key management personnel and their related parties during the year.
This concludes the remuneration report, which has been audited.
17
M3 Mining Limited Directors' report 30 June 2024
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Shares under option
Unissued ordinary shares of M3 Mining Limited under option at the date of this report are as follows:
| Exercise | Number | ||
|---|---|---|---|
| Grant date | Expiry date | price | under option |
| 19 December 2022 | 19 December 2025 | $0.189 | 7,000,000 |
| 7,000,000 |
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company or of any other body corporate.
Shares under performance rights
Unissued ordinary shares of M3 Mining Limited under performance rights at the date of this report are as follows:
| Number | ||
|---|---|---|
| Issue date | Expiry date | under rights |
| 22 May 2024 | 22 May 2029 | 5,750,000 |
| 25 June 2024 | 22 May2029 | 500,000 |
| 6,250,000 |
No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate in any share issue of the Company or of any other body corporate.
Shares issued on the exercise of options
There were no ordinary shares of M3 Mining Limited issued on the exercise of options during the year ended 30 June 2025 and up to the date of this report.
Shares issued on the exercise of performance rights
There were no ordinary shares of M3 Mining Limited issued on the exercise of performance rights during the year ended 30 June 2025 and up to the date of this report.
Indemnity and insurance of officers
The Company has indemnified the Directors and executives of the Company for costs incurred, in their capacity as a Director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the Directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.
Proceedings on behalf of the Company
No person has applied 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.
Non-audit services
There were no non-audit services provided during the financial year by the auditor.
18
M3 Mining Limited Directors' report 30 June 2024
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Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors' report.
Auditor
William Buck Audit (WA) Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
_________ Ariel Edward King Non-Executive Director
30 September 2025
19
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001
To the directors of M3 Mining Limited
As lead auditor for the audit of M3 Mining Limited for the year ended 30 June 2025, I declare that, to the best of my knowledge and belief, there have been:
-
no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
-
no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of M3 Mining Limited and the entities it controlled during the year.
==> picture [116 x 31] intentionally omitted <==
William Buck Audit (WA) Pty Ltd ABN 67 125 012 124
==> picture [55 x 43] intentionally omitted <==
Conley Manifis Director Dated this 30[th] day of September 2025
M3 Mining Limited Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2025
==> picture [44 x 34] intentionally omitted <==
| Note 30 June 2025 30 June 2024 $ $ Continuing operations Revenue Interest income 70,336 86,932 Expenses Loss from sale of plant and equipment (3,582) - Corporate and administration 5 (660,107) (530,388) Employee benefits expense (280,572) (318,596) Depreciation (13,495) (11,975) Exploration expenditure incurred and expensed (529,929) (653,654) Project evaluation (21,701) (195,967) Share-basedpayments expense 29 (366,633) (489,769) |
Note 30 June 2025 30 June 2024 $ $ Continuing operations Revenue Interest income 70,336 86,932 Expenses Loss from sale of plant and equipment (3,582) - Corporate and administration 5 (660,107) (530,388) Employee benefits expense (280,572) (318,596) Depreciation (13,495) (11,975) Exploration expenditure incurred and expensed (529,929) (653,654) Project evaluation (21,701) (195,967) Share-basedpayments expense 29 (366,633) (489,769) |
|---|---|
| Loss before income tax expense Income tax expense 6 |
(1,805,683) (2,113,417) - - |
| Loss after income tax expense from continuing operations Loss after income tax expense from discontinued operations 30 |
(1,805,683) (2,113,417) (537,805) - |
| Loss after income tax expense for the year attributable to the owners of M3 Mining Limited 17 Other comprehensive income for theyear,net of tax |
(2,343,488) (2,113,417) - - |
| Total comprehensive income for the year attributable to the owners of M3 Mining Limited |
(2,343,488) (2,113,417) |
| Total comprehensive loss for the year is attributable to: Continuing operations Discontinued operations |
(1,805,683) (2,113,417) (537,805) - |
| (2,343,488) (2,113,417) |
|
| Earnings per share for loss from continuing operations attributable to the owners of M3 Mining Limited Basic loss per share 26 Diluted loss per share 26 Earnings per share for loss from discontinued operations attributable to the owners of M3 Mining Limited Basic loss per share 26 Diluted loss per share 26 Earnings per share for loss from discontinued operations attributable to the owners of M3 Mining Limited Basic loss per share 26 Diluted loss per share 26 |
Cents Cents (2.19) (4.13) (2.19) (4.13) (0.65) - (0.65) - (2.85) (4.13) (2.85) (4.13) |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
21
M3 Mining Limited Consolidated statement of financial position As at 30 June 2025
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| Note 30 June 2025 30 June 2024 $ $ Assets Current assets Cash and cash equivalents 7 836,204 1,948,985 Other receivables 8 22,830 14,670 Other 9 42,630 45,313 |
Note 30 June 2025 30 June 2024 $ $ Assets Current assets Cash and cash equivalents 7 836,204 1,948,985 Other receivables 8 22,830 14,670 Other 9 42,630 45,313 |
|---|---|
| Total current assets | 901,664 2,008,968 |
| Non-current assets Plant and equipment 10 Exploration and evaluation 11 |
40,435 28,219 78,751 78,751 |
| Total non-current assets | 119,186 106,970 |
| Total assets | 1,020,850 2,115,938 |
| Liabilities Current liabilities Trade and other payables 12 Provisions 13 Other liabilities 14 |
159,418 104,232 12,351 21,093 - 153,343 |
| Total current liabilities | 171,769 278,668 |
| Non-current liabilities Provisions 13 |
- 12,445 |
| Total non-current liabilities | - 12,445 |
| Total liabilities | 171,769 291,113 |
| Net assets | 849,081 1,824,825 |
| Equity Issued capital 15 Reserves 16 Accumulated losses 17 |
7,514,667 6,573,720 745,994 345,497 (7,411,580) (5,094,392) |
| Total equity | 849,081 1,824,825 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
22
M3 Mining Limited Consolidated statement of changes in equity For the year ended 30 June 2025
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| Share based | ||||
|---|---|---|---|---|
| Issued | payments | Accumulated | ||
| capital | reserves | losses | Total equity | |
| $ | $ | $ | $ | |
| Balance at 1 July 2023 | 5,776,711 | 1,176,398 | (4,199,145) | 2,753,964 |
| Loss after income tax expense for the year | - | - | (2,113,417) | (2,113,417) |
| Other comprehensive income for theyear,net of tax | - | - | - | - |
| Total comprehensive income/(loss) for the year | - | - | (2,113,417) | (2,113,417) |
| Transactions with owners in their capacity as owners: | ||||
| Contributions of equity (note 15) | 751,047 | - | - | 751,047 |
| Transaction costs (note 15) | (56,538) | - | - | (56,538) |
| Share-based payments (note 29) | - | 489,769 | - | 489,769 |
| Performance rights converted to ordinary shares | 102,500 | (102,500) | - | - |
| Cancellation of expired options | - | (900,120) | 900,120 | - |
| Cancellation ofperformance rights | - | (318,050) | 318,050 | - |
| Balance at 30 June 2024 | 6,573,720 | 345,497 | (5,094,392) | 1,824,825 |
| Share based | ||||
| Issued | payments | Accumulated | ||
| capital | reserves | losses | Total equity | |
| $ | $ | $ | $ | |
| Balance at 1 July 2024 | 6,573,720 | 345,497 | (5,094,392) | 1,824,825 |
| Loss after income tax expense for the year | - | - | (2,343,488) | (2,343,488) |
| Other comprehensive income for theyear,net of tax | - | - | - | - |
| Total comprehensive income/(loss) for the year | - | - | (2,343,488) | (2,343,488) |
| Transactions with owners in their capacity as owners: | ||||
| Contributions of equity (note 15) | 1,078,858 | - | - | 1,078,858 |
| Transaction costs (note 15) | (137,911) | 60,164 | - | (77,747) |
| Share-based payments (note 29) | - | 366,633 | - | 366,633 |
| Cancellation of expired options | - | (26,300) | 26,300 | - |
| Balance at 30 June 2025 | 7,514,667 | 745,994 | (7,411,580) | 849,081 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
23
M3 Mining Limited Consolidated statement of cash flows For the year ended 30 June 2025
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| Note | 30 June 2025 | 30 June 2024 | |
|---|---|---|---|
| $ | $ | ||
| Cash flows from operating activities | |||
| Payments for corporate and administrative activities | (878,145) | (1,090,448) | |
| Payments for exploration and evaluation activities | (1,131,006) | (734,216) | |
| (2,009,151) | (1,824,664) | ||
| Interest received | 67,850 | 88,303 | |
| Net cash used in operatingactivities | 27 | (1,941,301) | (1,736,361) |
| Cash flows from investing activities | |||
| Proceeds from disposal of subsidiary | 30 | 10,045 | - |
| Payments forproperty, plant and equipment | 10 | (29,293) | - |
| Net cash used in investingactivities | (19,248) | - | |
| Cash flows from financing activities | |||
| Proceeds from issue of shares | 925,514 | 751,047 | |
| Proceeds from funds received in advance for capital raise | - | 153,343 | |
| Share issue transaction costs | (77,746) | (56,538) | |
| Net cash from financingactivities | 847,768 | 847,852 | |
| Net decrease in cash and cash equivalents | (1,112,781) | (888,509) | |
| Cash and cash equivalents at the beginningof the financialyear | 1,948,985 | 2,837,494 | |
| Cash and cash equivalents at the end of the financialyear | 7 | 836,204 | 1,948,985 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
24
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 1. General information
The financial statements cover M3 Mining Limited as a Group consisting of M3 Mining Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is M3 Mining Limited's functional and presentation currency.
M3 Mining Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:
Level 8 London House, 216 St Georges Terrace Perth WA 6000
A description of the nature of the Group's operations and its principal activities are included in the Directors' report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 30 September 2025. The Directors have the power to amend and reissue the financial statements.
Note 2. Material accounting policy information
The accounting policies that are material to the Group are set out either in the respective notes or below. The accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The Directors do not consider that any of these have had a material effect on the financial statements.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Directors do not consider that any of these will have a material effect on the Group.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements for the year ended 30 June 2025 present the results of the Group only. Supplementary information about the parent entity is disclosed in note 25.
Going concern
The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business.
As disclosed in the financial statements, the Group reported a net loss of $2,343,488 (2024: $2,113,417) and net operating cash outflows of $1,941,301 (FY2024: $1,736,361). As at 30 June 2025, the Group had a cash and cash equivalents balance of $836,204 (2024: $1,948,985).
25
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 2. Material accounting policy information (continued)
On 8 September 2025, The Company announced that firm commitments have been received for a capital raising of approximately $2.25 million (before costs) by way of 125,000,000 fully paid ordinary shares at $0.018 per share via two tranches. The first tranche representing 12,500,000 Placement shares were issued on 12 September 2025. Issue of the second tranche, along with 20,000,000 unlisted options, exercised at $0.06 and expiring 2 years from the date of issue, to the lead manager of the Placement, and 9,000,000 unlisted options to the board on similar terms to the lead manager options, were proposed and pending shareholder approval at the date of this report.
The Group’s ability to meet its operational obligations are principally dependent on the successful completion of its capital raising(s). If such funding is not achieved, and if necessary, the Group can delay exploration expenditures and directors can also institute cost saving measures to further reduce corporate and administrative costs or explore divestment opportunities. These circumstances give rise to the existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
The financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.
After considering the above factors, the directors consider it appropriate to prepare the financial report on the going concern basis.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of M3 Mining Limited ('Company' or 'parent entity') as at 30 June 2025 and the results of all subsidiaries for the year then ended. M3 Mining Limited and its subsidiaries together are referred to in these financial statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.
Revenue recognition
The Group recognises revenue as follows:
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
26
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
Note 2. Material accounting policy information (continued)
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cashgenerating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Note 3. 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. There are no critical accounting judgements, estimates and assumptions that are likely to affect the current or future financial years.
Share-based payment transactions
The Consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using an appropriate valuation model taking into account the terms and conditions upon which the instruments were granted and market based performance conditions.
The likelihood of non-market performance conditions being met has been estimated by management and factored into the expense recognised in the period. The accounting estimates and assumptions related to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit and loss and equity.
27
M3 Mining Limited Notes to the consolidated financial statements 30 June 2024
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Note 3. Critical accounting judgements, estimates and assumptions (continued)
Exploration and evaluation costs
Capitalised exploration costs are reviewed at each reporting date to establish whether an indication of impairment exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.
Where a decision is made to proceed with development, accumulated expenditure is tested for impairment and transferred to development properties, and then amortised over the life of the reserves associated with the area of interest once mining operations have commenced.
Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.
Note 4. Operating segments
The Board has determined that the Company has one reportable segment, being mineral exploration in Australia. As the Company is focused on mineral exploration, the Board monitors the Company based on actual versus budgeted results. This internal reporting framework is the most relevant to assist the Board in making decisions regarding the Company and its ongoing exploration activities, while also taking into consideration the results of exploration work that has been performed to date. The financial results from this segment are equivalent to the financial statements of the Company as a whole.
All of the Company's assets are located in one geographical segment being Australia.
Note 5. Corporate and administration
| 30 June 2025 30 June 2024 | 30 June 2025 30 June 2024 | |
|---|---|---|
| $ | $ | |
| Share registry & ASX compliance fees | 193,213 | 49,784 |
| Contractors and consultancy | 185,352 | 197,166 |
| Legal fees | 69,151 | 10,906 |
| Audit fees | 31,519 | 28,468 |
| Insurance | 30,765 | 31,592 |
| Travel, accommodation and conferences | 53,260 | 110,610 |
| Other | 96,847 | 101,862 |
| 660,107 | 530,388 |
28
M3 Mining Limited Notes to the consolidated financial statements 30 June 2024
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Note 6. Income tax
| 30 June 2025 | 30 June 2024 | |
|---|---|---|
| $ | $ | |
| Numerical reconciliation of income tax expense and tax at the statutory rate | ||
| Loss before income tax expense from continuingoperations | (1,805,683) | (2,113,417) |
| Prima facie tax benefit on loss from ordinary activities before income tax at 30% (2024: 30%) | ||
| from ordinary continuing operations: | (541,706) | (634,025) |
| Add/(less) tax effect of: | ||
| Revenue losses not recognised | 500,161 | 483,174 |
| Other deferred tax balances not recognised | (74,274) | (23,020) |
| Other non-allowable items | 115,819 | 173,871 |
| Income tax expense/(benefit) reported in the consolidated statement of profit or loss and | ||
| other comprehensive income from ordinary continuing operations | - | - |
| Prima facie tax benefit on loss from activities before income tax at 30% (2024: 30%) from | ||
| discontinued operations: | (161,341) | - |
| Add/(less) tax effect of: | ||
| Losses not recognised | 161,341 | - |
| Income tax expense/(benefit) reported in the consolidated statement of profit or loss and | ||
| other comprehensive income from discontinued operations | - | - |
| Total income tax expense | - | - |
| Recognised deferred tax at 30%1 | ||
| Deferred tax liabilities | ||
| Exploration and evaluation expenditure | - | (2,136) |
| Interest receivable | (1,762) | (1,016) |
| Prepayments | - | (8,719) |
| (1,762) | (11,871) | |
| Deferred tax assets | ||
| Carryforward revenue losses | 1,762 | 11,871 |
| - | - | |
Unrecognised deferred tax assets at 30%1 |
||
| Deferred tax assets not recognised comprises temporary differences attributable to: | ||
| Plant and equipment | 1,966 | 678 |
| Carry forward revenue losses | 2,024,699 | 1,636,155 |
| Capital raising costs | 93,256 | 116,372 |
| Exploration and evaluation | 42,391 | 2,292 |
| Provisions and accruals | 10,306 | 47,381 |
| Unrealised foreign exchange | 31 | 31 |
| 2,172,649 | 1,802,909 |
29
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 6. Income tax (continued)
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 of an 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 adversely affect the company in utilising the benefits.
Deferred tax assets as at 30 June 2024 and 30 June 2025 have not been recognised in the statement of financial position as the recovery of this benefit is uncertain.
1 Deferred tax assets and liabilities are required to be measured at the tax rate that is expected to apply in the future income year when the asset is realised, or the liability is settled. The Directors have determined that the deferred tax balances be measured at the tax rates stated.
2 M3 Mining Limited and its wholly owned Australian resident subsidiaries formed a tax consolidated group with effect from 23 August 2022. M3 Mining Limited is the head entity of the tax consolidated group. At 30 June 2025, M3 Mining Limited utilised the stand-alone taxpayer approach in measuring current and deferred tax amounts.
Note 7. Cash and cash equivalents
| 30 June 2025 30 June 2024 | 30 June 2025 30 June 2024 | |
|---|---|---|
| $ | $ | |
| Current assets | ||
| Cash at bank | 836,204 | 1,948,985 |
| Note 8. Other receivables | ||
| 30 June 2025 30 June 2024 | ||
| $ | $ | |
| Current assets | ||
| GST receivable | 16,958 | 3,710 |
| Other receivables | - | 7,575 |
| 16,958 | 11,285 | |
| Interest receivable | 5,872 | 3,385 |
| 22,830 | 14,670 | |
| Note 9. Other | ||
| 30 June 2025 30 June 2024 | ||
| $ | $ | |
| Current assets | ||
| Prepayments | 27,630 | 30,313 |
| Securitydeposits | 15,000 | 15,000 |
| 42,630 | 45,313 |
30
M3 Mining Limited Notes to the consolidated financial statements 30 June 2024
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Note 10. Plant and equipment
| 30 June 2025 30 June 2024 | 30 June 2025 30 June 2024 | |
|---|---|---|
| $ | $ | |
| Non-current assets | ||
| Plant and equipment - at cost | 81,711 | 59,875 |
| Less: Accumulated depreciation | (41,276) | (31,656) |
| 40,435 | 28,219 |
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
| $ | |
|---|---|
| Balance at 1 July 2023 | 40,194 |
| Depreciation expense | (11,975) |
| Balance at 30 June 2024 | 28,219 |
| Additions | 29,293 |
| Disposal (net) | (3,582) |
| Depreciation expense | (13,495) |
| Balance at 30 June 2025 | 40,435 |
Accounting policy for property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment over their expected useful lives as follows:
Plant and equipment 3-7 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Note 11. Exploration and evaluation
| 30 June 2025 30 June 2024 | 30 June 2025 30 June 2024 | |
|---|---|---|
| $ | $ | |
| Non-current assets | ||
| Exploration and evaluation | 78,751 | 78,751 |
31
M3 Mining Limited Notes to the consolidated financial statements 30 June 2024
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Note 11. Exploration and evaluation (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
| $ | ||
|---|---|---|
| Balance at | 1 July2023 | 78,751 |
| Balance at | 30 June 2024 | 78,751 |
| Balance at | 30 June 2025 | 78,751 |
The ultimate recovery of costs carried forward for exploration and evaluation phases is dependent on the successful development and commercial exploitation or sale of the respective areas of interest at an amount greater than or equal to carrying value.
Accounting policy for exploration and evaluation assets Exploration and evaluation assets acquired
Exploration and evaluation assets comprise of acquisition of mineral rights (such as joint ventures) and fair value (at acquisition date) of exploration and expenditure assets from other entities. As the assets are not yet ready for use they are not depreciated. Exploration and evaluation assets are assessed for impairment if:
Subsequent exploration and evaluation expenditure incurred is expensed in respect of each identifiable area of interest until such a time where a JORC 2012 compliant resource is announced in relation to the 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.
Note 12. Trade and other payables
| 30 June 2025 30 June 2024 | 30 June 2025 30 June 2024 | |
|---|---|---|
| $ | $ | |
| Current liabilities | ||
| Trade payables | 110,832 | 73,689 |
| Otherpayables | 48,586 | 30,543 |
| 159,418 | 104,232 |
Refer to note 19 for further information on financial instruments.
32
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 13. Provisions
| 30 June 2025 30 June 2024 | 30 June 2025 30 June 2024 | |||||
|---|---|---|---|---|---|---|
| $ | $ | |||||
| Current liabilities | ||||||
| Annual leave | 12,351 | 21,093 | ||||
| Non-current liabilities | ||||||
| Rehabilitation | - | 12,445 | ||||
| 12,351 | 33,538 | |||||
| The movement in the provision for exploration asset rehabilitation | is set out below: | |||||
| $ | ||||||
| Balance at 1 July2023 | 12,445 | |||||
| Balance at 30 June 2024 | 12,445 | |||||
| Reversal based on the Company's internal assessment | (12,445) | |||||
| Balance at 30 June 2025 | - | |||||
| Note 14. Other liabilities | ||||||
| 30 June 2025 30 June 2024 | ||||||
| $ | $ | |||||
| Current liabilities | ||||||
| Capital raisingfunds received in advance | - | 153,343 | ||||
| Note 15. Issued capital | ||||||
| 30 June 2025 | 30 June 2024 | 30 June 2025 30 June 2024 | ||||
| Shares | Shares | $ | $ | |||
| Ordinaryshares - fully paid(net of transactions costs) | 83,805,374 | 59,830,761 | 7,514,667 | 6,573,720 | ||
Movements in ordinary share capital |
||||||
Details |
Date | Shares | Price | $ | ||
| Balance | 1 July 2023 | 46,513,303 | 5,776,711 | |||
| Conversion of Performance Rights | 30 January | 2024 | 800,000 | $0.000 | 102,500 | |
| Capital Raising | 15 February | 2024 | 11,117,458 | $0.060 | 667,047 | |
| Capital Raising | 22 May 2024 | 1,400,000 | $0.060 | 84,000 | ||
| Less: capital raisingcosts | (56,538) | |||||
| Balance | 30 June 2024 | 59,830,761 | 6,573,720 | |||
| Capital Raising | 23 July 2024 | 23,974,613 | $0.045 | 1,078,858 | ||
| Less: capital raisingcosts | (137,911) | |||||
| Balance | 30 June 2025 | 83,805,374 | 7,514,667 |
33
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 15. Issued capital (continued)
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Movements in issued options
| Expired/ | |||||
|---|---|---|---|---|---|
| Opening | Granted in | Exercised in | cancelled in | Closing | |
| balance | year | year | year | balance | |
| 1 July 2024 | 30 June 2025 | ||||
| Exercisable at $0.189 on or before 19 December | |||||
| 2025 | 7,000,000 | - | - | - | 7,000,000 |
| Exercisable at$0.100 on or before 23 July2025 | - | 4,000,000 | - | - | 4,000,000 |
| Total unlisted options | 7,000,000 | 4,000,000 | - | - | 11,000,000 |
Movements in issued Performance Rights
| Expired/ | |||||
|---|---|---|---|---|---|
| Opening | Granted in | Exercised in | cancelled in | Closing | |
| balance | year | year | year | balance | |
| 1 July 2024 | 30 June 2025 | ||||
| Director Performance Rights | 5,500,000 | - | - | - | 5,500,000 |
| Employee & Consultants Performance Rights | 1,250,000 | - | - | (500,000) | 750,000 |
| Total Performance Rights | 6,750,000 | - | - | (500,000) | 6,250,000 |
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Company may issue new shares to raise cash.
Accounting policy for issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
34
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 16. Reserves
| 30 | June 2025 30 June 2024 | June 2025 30 June 2024 | |
|---|---|---|---|
| $ | $ | ||
| Share-basedpayments reserve | 745,994 | 345,497 |
Share-based payments reserve
The Company may provide benefits to employees (including directors) and non-employees of the Group in the form of sharebased payment transactions, whereby services are rendered in exchange for shares or rights over shares (‘equity-settled transactions’).
Rights over shares (options) using an option pricing model takes into account the exercise price, the term of the option, 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, exclude the impact of any nonmarket and service vesting conditions. Non-market vesting and service conditions, if any, are included in assumptions about the number of options likely to be exercisable.
Shares issued in lieu of payment are measured at the fair value of goods or services received or the fair value of the equity instrument issued, if it is determined the fair value of the good or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the share-based payment reserve.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
| $ | ||
|---|---|---|
| Balance at 1 July 2023 | 1,176,398 | |
| Options issued to Directors and consultants | 178,019 | |
| Performance rights issued | 65,832 | |
| Performance rights cancelled | 245,918 | |
| Conversion of performance rights to ordinary shares | (102,500) | |
| Cancellation of expired options | (900,120) | |
| Cancellation ofperformance rights | (318,050) | |
| Balance at 30 June 2024 | 345,497 | |
| Options issued to Directors and consultants | 117,173 | |
| Performance rights issued | 249,460 | |
| Options issued - lead manager | 60,164 | |
| Cancellation of expired options | (26,300) | |
| Balance at 30 June 2025 | 745,994 | |
| Note 17. Accumulated losses | ||
| 30 June 2025 | 30 June 2024 | |
| $ | $ | |
| Accumulated losses at the beginning of the financial year | (5,094,392) | (4,199,145) |
| Loss after income tax expense for the year | (2,343,488) | (2,113,417) |
| Cancellation performance rights | - | 318,050 |
| Expired options | 26,300 | 900,120 |
| Accumulated losses at the end of the financialyear | (7,411,580) | (5,094,392) |
35
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 18. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 19. Financial instruments
Financial risk management objectives
The main risk that the Company is exposed to is liquidity risk.
Risk management is carried out by the Board of Directors ('the Board'). The Board meets when required to analyse financial risk exposure and to evaluate treasury management strategies in the context of the most recent economic conditions and forecasts. The Board's overall risk management strategy seeks to minimise potential adverse effect on financial performance. Risk Management initiatives are addressed by the Board when required.
Liquidity risk
Vigilant liquidity risk management requires the Company to maintain sufficient liquid assets (mainly cash and cash equivalents) to be able to pay debts as and when they become due and payable.
The Company manages liquidity risk by maintaining adequate cash reserves by continuously monitoring actual and forecast cash flows.
Remaining contractual maturities
The following tables detail the Group'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.
| Weighted | Weighted | Remaining | |||||
|---|---|---|---|---|---|---|---|
| average | Between 1 and | Between 2 and |
contractual | ||||
| interest rate | 1 year or less | 2 years |
5 years |
Over 5 years | maturities | ||
| 30 June 2025 | % | $ | $ |
$ |
$ | $ | |
| Non-derivatives | |||||||
| Non-interest bearing | |||||||
| Trade payables | - | 110,832 | - | - | - | 110,832 | |
| Otherpayables | - | 48,586 | - | - | - | 48,586 | |
| Total non-derivatives | 159,418 | - | - | - | 159,418 | ||
| Weighted | Remaining | ||||||
| average | Between 1 and | Between 2 and |
contractual | ||||
| interest rate | 1 year or less | 2 years |
5 years |
Over 5 years | maturities | ||
| 30 June 2024 | % | $ | $ |
$ |
$ | $ | |
| Non-derivatives | |||||||
| Non-interest bearing | |||||||
| Trade payables | - | 73,689 | - | - | - | 73,689 | |
| Otherpayables | - | 30,543 | - | - | - | 30,543 | |
| Total non-derivatives | 104,232 | - | - | - | 104,232 |
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
36
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 20. Key management personnel disclosures
Directors
The following persons were Directors of M3 Mining Limited during the financial year:
| Ariel Edward King | Non-Executive Director |
|---|---|
| Tyler Formica (appointed on 29 May 2025) | Non-Executive Director |
| Alan Armstrong (appointed on 29 May 2025) | Non-Executive Director |
| Simon Eley (resigned on 29 May 2025) | Executive Director |
| Dermot O’Keeffe (appointed 29 July 2024 and resigned 29 May 2025) Non-Executive Director | |
| Russell Davis (resigned on 20 April 2025) | Non-Executive Chairman |
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the Group is set out below:
| 30 June 2025 30 June 2024 | 30 June 2025 30 June 2024 | |
|---|---|---|
| $ | $ | |
| Short-term employee benefits | 326,794 | 274,500 |
| Post-employment benefits | 31,395 | 25,795 |
| Share-basedpayments | 265,706 | 383,232 |
| 623,895 | 683,527 | |
| Note 21. Remuneration of auditors | ||
| During the financial year the following fees were paid or payable for services provided by William Buck Audit (WA) Pty Ltd, the | ||
| auditor of the Company: | ||
| 30 June 2025 30 June 2024 | ||
| $ | $ | |
| Audit services - William Buck Audit (WA) Pty Ltd | ||
| Audit or review of the financial statements | 33,000 | 28,300 |
| Note 22. Commitments | ||
| 30 June 2025 30 June 2024 | ||
| $ | $ | |
| Commitments | ||
| Committed at the reporting date but not recognised as liabilities, payable: | ||
| Exploration and evaluation | 396,420 | 208,920 |
| Committed at the reporting date but not recognised as liabilities, payable: | ||
| Within oneyear | 396,420 | 208,920 |
The Group must meet minimum expenditure commitments in relation to granted exploration tenements to maintain those tenements in good standing. If the relevant mineral tenement is relinquished the expenditure commitment also ceases.
37
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 23. Related party transactions
Parent entity
M3 Mining Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 24.
Key management personnel
Disclosures relating to key management personnel are set out in note 20 and the remuneration report included in the Directors' report.
Transactions with related parties
The following transactions occurred with related parties:
| 30 June 2025 30 June 2024 | 30 June 2025 30 June 2024 | |
|---|---|---|
| $ | $ | |
| Payment for other expenses: | ||
| Capital raising fees paid to CPS Capital Group Pty Ltd1 | 66,237 | 42,294 |
| Rent expense paid to Westar Resources Ltd1 & 2 | 15,000 | 18,000 |
| Equipment hire paid to Westar Resources Ltd1 & 2 | 1,400 | 1,000 |
| Plant & equipment purchased from Westar Resources Ltd2 | 26,000 | - |
| Consulting fee paid to Blue Cube Resources Pty Ltd for petroleum engineer working over | ||
| various opportunities3 | 69,600 | - |
-
1 Mr Ariel King is a Director of CPS Capital Group Pty Ltd and Westar Resources Ltd.
-
2 Mr Simon Eley was a Director of Westar Resources Ltd.
-
3 Mr Dermot O’Keeffe is a Director of Blue Cube Resources Pty Ltd
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 24. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2:
| Ownership interest | Ownership interest | ||
|---|---|---|---|
| Principal place of business / | 30 June 2025 30 June 2024 | ||
| Name | Country of incorporation | % | % |
| M3 Mining (Edjudina) Pty Ltd | Australia | 100% | 100% |
| M3 Mining (VB) Pty Ltd | Australia | 100% | 100% |
| M3 Energy Pty Ltd1 | Australia | - | 100% |
| M3 Corporation Pty Ltd | Australia | 100% | 100% |
- Sold to Jerboa Energy Ltd. Refer to note 29 for further information.
38
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 25. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
| Parent | Parent | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| $ | $ | |
| Loss after income tax | (2,317,188) | (2,131,937) |
| Total comprehensive income | (2,317,188) | (2,131,937) |
Statement of financial position |
||
| Parent | ||
| 30 June 2025 | 30 June 2024 | |
| $ | $ | |
| Total current assets | 931,663 | 2,008,968 |
| Total assets | 990,559 | 2,055,648 |
| Total current liabilities | 201,769 | 278,668 |
| Total liabilities | 201,769 | 291,113 |
| Net Assets | 788,790 | 1,764,535 |
| Equity | ||
| Issued capital | 7,514,667 | 6,573,720 |
| Share-based payments reserve | 764,511 | 364,015 |
| Accumulated losses | (7,490,388) | (5,173,200) |
| Total equity | 788,790 | 1,764,535 |
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2025 (30 June 2024: Nil).
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2025 (30 June 2024: Nil).
Material accounting policy information
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following:
-
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
-
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
-
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment.
39
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 26. Earnings per share
| 30 June 2025 | 30 June 2024 | |
|---|---|---|
| $ | $ | |
| Earnings per share for loss from continuing operations | ||
| Loss after income tax attributable to the owners of M3 MiningLimited | (1,805,683) | (2,113,417) |
| Cents | Cents | |
| Basic loss per share | (2.19) | (4.13) |
| Diluted loss per share | (2.19) | (4.13) |
| 30 June 2025 | 30 June 2024 | |
| $ | $ | |
| Earnings per share for loss from discontinued operations | ||
| Loss after income tax attributable to the owners of M3 MiningLimited | (537,805) | - |
| Cents | Cents | |
| Basic loss per share | (0.65) | - |
| Diluted loss per share | (0.65) | - |
| 30 June 2025 | 30 June 2024 | |
| $ | $ | |
| Earnings per share for loss | ||
| Loss after income tax attributable to the owners of M3 MiningLimited | (2,343,488) | (2,113,417) |
| Cents | Cents | |
| Basic loss per share | (2.85) | (4.13) |
| Diluted loss per share | (2.85) | (4.13) |
| Number | Number | |
| Weighted average number of ordinaryshares used in calculatingbasic earningsper share | 82,360,329 | 51,162,188 |
| Weighted average number of ordinaryshares used in calculatingdiluted earningsper share | 82,360,329 | 51,162,188 |
As at reporting date, 7,000,000 unlisted options and 6,250,000 unlisted performance rights (which represent 13,250,000 potential ordinary shares) were considered non-dilutive as they would decease the loss per share.
40
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 27. Reconciliation of loss after income tax to net cash used in operating activities
| 30 June 2025 | 30 June 2024 | |
|---|---|---|
| $ | $ | |
| Loss after income tax expense for the year | (2,343,488) | (2,113,417) |
| Adjustments for: | ||
| Depreciation | 13,495 | 11,975 |
| Share-based payments | 366,633 | 489,769 |
| Expenses relating to disposal of subsidiary - administration expenses | (1,797) | - |
| Expenses relating to disposal of subsidiary - exploration and evaluation expenditure | (546,053) | - |
| Loss from disposal of subsidiary | 537,805 | - |
| Loss from sale of plant and equipment | 3,582 | - |
| Change in operating assets and liabilities: | ||
| (Increase)/decrease in other receivables | (8,160) | 6,875 |
| Decrease/(increase) in other assets | 2,683 | (2,069) |
| Increase/(decrease) in trade and other payables | 55,186 | (148,864) |
| Increase in employee benefits | - | 6,925 |
| Increase in otherprovisions | (21,187) | 12,445 |
| Net cash used in operatingactivities | (1,941,301) | (1,736,361) |
Note 28. Events after the reporting period
The Company announced on 1 July 2025 that the current Non-Executive Director, Mr Alan Armstrong was appointed as Company Secretary. The Company also changed the registered office and principal place of business of the Company to Level 8 London House, 216 St. Georges Terrace Perth WA 6000.
On 23 July 2025, 4,000,000 unlisted options exercisable at $0.10 lapsed without exercise or conversion.
On 8 September 2025, The Company announced that firm commitments have been received for a capital raising of approximately $2.25 million (before costs) by way of 125,000,000 fully paid ordinary shares at $0.018 per share via two tranches (the ‘Placement’).
The first tranche representing 12,500,000 Placement shares were issued on 12 September 2025. Issue of the second tranche, along with 20,000,000 unlisted options, exercised at $0.06 and expiring 2 years from the date of issue, to the lead manager of the Placement, and 9,000,000 unlisted options to the board on similar terms to the lead manager options, were proposed and pending shareholder approval at the date of this report.
No other matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
41
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 29. Share-based payments
An Employee Incentive Securities Plan has been established by the Company, whereby the Company may, at the discretion of the Board, grant options over ordinary shares in the Company to certain key management personnel, employees and contractors of the Company.
Issue of options
Set out below are summaries of options granted:
| Number of options Weighted average exercise price Number of options Weighted average exercise price 30 June 2025 30 June 2025 30 June 2024 30 June 2024 Outstanding at the beginning of the financial year 7,000,000 $0.189 14,800,000 $0.221 Granted 4,000,000 $0.100 - $0.000 Expired - - (7,800,000) $0.250 |
Number of options Weighted average exercise price Number of options Weighted average exercise price 30 June 2025 30 June 2025 30 June 2024 30 June 2024 Outstanding at the beginning of the financial year 7,000,000 $0.189 14,800,000 $0.221 Granted 4,000,000 $0.100 - $0.000 Expired - - (7,800,000) $0.250 |
|---|---|
| Outstandingat the end of the financialyear 11,000,000 $0.157 |
7,000,000 $0.189 |
| Exercisable at the end of the financialyear 7,500,000 $0.142 |
1,750,000 $0.189 |
The weighted average remaining contractual life of options outstanding at the end of the financial year was 0.3 years.
Options issued in prior years with vesting conditions are being expensed over their vesting period an amount of $117,173 was expensed (2024: $178,019).
In April 2024, the Company agreed to issue options to a broker on the completion of a successful capital raise. The options were recognised as a capital raising cost on completion of the capital raise in the year ended 30 June 2025.
The options were valued with a Black Scholes valuation an amount of $60,164 was included in capital raising costs.
For the options issued during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows:
| Share price | Exercise | Expected | Dividend | Risk-free | Fair value | ||
|---|---|---|---|---|---|---|---|
| Valuation date | Expiry date | at grant date | price | volatility | yield | interest rate at grant date | |
| 23/04/2024 | 23/07/2025 | $0.056 | $0.100 | 98.00% | - | 3.89% | $0.015 |
Performance Rights
Set out below are summaries of performance rights granted under the plan:
| Number of rights | Number of rights | |
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Outstanding at the beginning of the financial year | 6,750,000 | 3,800,000 |
| Granted | - | 6,250,000 |
| Expired / cancelled | (500,000) | (2,500,000) |
| Exercised | - | (800,000) |
| Outstandingat the end of the financialyear | 6,250,000 | 6,750,000 |
42
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 29. Share-based payments (continued)
These performance rights were valued, using a valuation methodology based on the guidelines set out in AASB 2 Share based payment.
The probabilities of the rights vesting will need to be reassessed at every reporting period for the Performance Rights with performance conditions which are non-market based.
The value of the Performance Rights are being expensed over the vesting period of the Rights. During the year $249,460 (2024: $65,832), was recognised as an expense in relation to the rights.
| 30 June 2025 30 June 2024 | 30 June 2025 30 June 2024 | |
|---|---|---|
| $ | $ | |
| Directors and consultants options expensed | 117,173 | 178,019 |
| Performance rights expensed | 249,460 | 65,832 |
| Performance rights cancelled | - | 245,918 |
| Share basedpayments expense | 366,633 | 489,769 |
Accounting policy for share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, performance rights or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using an option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying the option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
-
during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
-
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
43
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 29. Share-based payments (continued)
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
Note 30. Discontinued operations
During the year, the Company entered into an agreement to sell its wholly-owned subsidiary, M3 Energy Pty Ltd (‘M3 Energy’) to private UK-based company, Jerboa Energy Ltd (‘Jerboa’), on the basis that Jerboa will take over all associated ongoing funding obligations.
Under the terms of the agreement, Jerboa will pay the Company:
-
$10,000 on the business day after execution of the agreement, with these funds now received; and
-
$140,000 upon the hydrocarbon permit being granted to M3 Energy.
In addition, for a period of 24 months, Jerboa will grant the Company a right to participate in any future capital raisings undertaken by M3 Energy or Jerboa on terms no less favourable than those offered to other participants in relation to not less than 5% of the total funding amount.
The results of M3 Energy for the period are presented below:
| The results of M3 Energy for the period are presented below: | ||
|---|---|---|
| Financial performance information | ||
| 30 June 2025 | 30 June 2024 | |
| $ | $ | |
| Corporate and administration expenses | (1,797) | - |
| Exploration expenditure incurred and expensed | (546,053) | - |
| Loss before income tax expense | (547,850) | - |
| Income tax expense | - | - |
| Loss after income tax expense | (547,850) | - |
| Gain on disposal before income tax | 10,045 | - |
| Income tax expense | - | - |
| Gain on disposal after income tax | 10,045 | - |
| Loss after income tax expense from discontinued operations | (537,805) | - |
| Cash flow information | ||
| 30 June 2025 | 30 June 2024 | |
| $ | $ | |
| Net cash used in operatingactivities | (547,850) | - |
44
M3 Mining Limited Notes to the consolidated financial statements 30 June 2025
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Note 30. Discontinued operations (continued)
| Details of the disposal | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| $ | $ | |
| Total sale consideration | 10,045 | |
| Carryingamount of net assets disposed | - | - |
| Gain on disposal before income tax | 10,045 | - |
| Gain on disposal after income tax | 10,045 |
Accounting policy for discontinued operations
A discontinued operation is a component of the consolidated entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately on the face of the statement of profit or loss and other comprehensive income.
Note 31. Contingent assets and liabilities
In the event that the hydrocarbon permit over an energy asset in the Middle East North African region is granted to M3 Energy, the Company will receive $140,000 from Jerboa the current owner of M3 Energy.
There are no significant contingent liabilities as at the date of signing of this report (2024: $nil).
45
M3 Mining Limited Consolidated entity disclosure statement 30 June 2024
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M3 Mining Limited is required by Australian Accounting Standards to prepare consolidated financial statements in relation to the company and its controlled entities (the consolidated entity).
In accordance with subsection 295(3A) of the Corporations Act 2001, the consolidated entities disclosure statement provides information about each entity that was part of the consolidated entity at the end of the financial year.
| Trustee, | ||||||
|---|---|---|---|---|---|---|
| partner or | Australian | Foreign | ||||
| participant in | % of share | Place of | resident or | jurisdiction(s) of | ||
| Name of entity | Type of entity | JV | capital | incorporation | foreign resident | foreign residents |
| M3 Mining Limited | Body corporate | - | n/a | Australia | Australian | n/a |
| M3 Mining (Edjudina) Pty | Body corporate | - | 100 | Australia | Australian | n/a |
| Ltd | ||||||
| M3 Mining (VB) Pty Ltd | Body corporate | - | 100 | Australia | Australian | n/a |
| M3 Corporation Pty Ltd | Body corporate | - | 100 | Australia | Australian | n/a |
46
M3 Mining Limited Director’s declaration As at 30 June 2025
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In the Directors' opinion:
-
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
-
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;
-
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2025 and of its performance for the financial year ended on that date;
-
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and
-
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
_________ Ariel Edward King Non-Executive Director
30 September 2025
47
Independent auditor’s report to the members of M3 Mining Limited
Report on the audit of the financial report
Our opinion on the financial report
In our opinion, the accompanying financial report of M3 Mining Limited (the Company) and its subsidiaries (the Group) is in accordance with the Corporations Act 2001 , including:
-
giving a true and fair view of the Group’s financial position as at 30 June 2025 and of its financial performance for the year then ended; and
-
complying with Australian Accounting Standards and the Corporations Regulations 2001 .
What was audited?
We have audited the financial report of the Group, which comprises:
-
the consolidated statement of financial position as at 30 June 2025,
-
the consolidated statement of profit or loss and other comprehensive income for the year then ended,
-
the consolidated statement of changes in equity for the year then ended,
-
the consolidated statement of cash flows for the year then ended,
-
notes to the financial statements, including material accounting policy information,
-
the consolidated entity disclosure statement, and
-
the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 2 in the financial report, which indicates that the Group incurred a net loss after tax of $2,343,488 and net operating cash outflows of $1,941,301 during the year ended 30 June 2025. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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. This matter was addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matter described below to be the key audit matter to be communicated in our report.
Share-based Area of focus payments (refer also to note 29)
How our audit addressed this key audit matter
| The Group has reported $366,633 of expenses for the year in respect of share-based payments. Significant judgement and estimation by management is required in determining the share-based payments expense in the period for options and performance rights granted and is therefore, considered to be a key audit matter. |
Our audit procedures included: —Assessing management’s calculation for fair value, including the appropriateness of the valuation models used, inputs applied and ensured that the conditions of the performance rights and options agrees to the specified ASX Announcement and signed agreements; —Critically reviewing management’s assumptions regarding the likelihood of meeting the performance conditions for non-market-based conditions; —Reviewing management’s accounting treatment for performance rights which were cancelled in the year; and —Assessing whether management’s reporting and disclosure of share-based payments was in accordance with AASB 2_Share-based Payments._ |
|---|---|
Other information
The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2025, but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of:
-
the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 ; and
-
the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
-
the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and
-
the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
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/media/bwvjcgre/ar1_2024.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
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Our opinion on the Remuneration Report
In our opinion, the Remuneration Report of M3 Mining Limited, for the year ended 30 June 2025, complies with section 300A of the Corporations Act 2001 .
What was audited?
We have audited the Remuneration Report included in pages 11 to 17 of the directors’ report for the year ended 30 June 2025.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
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William Buck Audit (WA) Pty Ltd ABN 67 125 012 124
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Conley Manifis Director Dated this 30[th] day of September 2025
M3 Mining Limited Shareholder information 30 June 2025
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The shareholder information set out below was applicable as at 19 September 2025.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
| Ordinary shares | Ordinary shares |
|---|---|
| Number % of issued Number |
|
| Size of holding of holders capital issued |
|
| 1 to 1,000 28 1,001 to 5,000 57 5,001 to 10,000 70 10,001 to 100,000 220 100,001 and over 114 |
0.01 5,026 0.17 166,776 0.58 562,254 8.46 8,147,510 90.78 87,423,808 |
| 489 | 100.00 96,305,374 |
| Holdingless than a marketableparcel 208 |
1.52 1,467,899 |
| Options | |
| Number of % of total Number |
|
| holders options issued issued |
|
| 1 to 1,000 - - - 1,001 to 5,000 - - - 5,001 to 10,000 - - - 10,001 to 100,000 - - - 100,001 and over 7 100.00 7,000,000 |
|
| 7 100.00 7,000,000 |
|
| Performance rights | |
| Number % of total Number |
|
| of holders rights issued issued |
|
| 1 to 1,000 - - - 1,001 to 5,000 - - - 5,001 to 10,000 - - - 10,001 to 100,000 - - - 100,001 and over 7 100.00 6,250,000 |
|
| 7 100.00 6,250,000 |
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M3 Mining Limited Shareholder information 30 June 2025
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Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
| Ordinary shares | Ordinary shares | |
|---|---|---|
| % of total | ||
| shares | ||
| Number held | issued | |
| FIRST ONE REALTY PTY LTD | 12,500,000 | 12.98 |
| SHRIVER NOMINEES PTY LTD | 4,461,735 | 4.63 |
| NON CORRELATED CAPITAL PTY LTD | 4,000,000 | 4.15 |
| BROWN BRICKS PTY LTD | 3,486,793 | 3.62 |
| RESMIN PTY LTD | 2,982,973 | 3.10 |
| MS NATALYA HEATH | 2,352,651 | 2.44 |
| RIO SUPER PTY LTD | 2,075,829 | 2.16 |
| BNP PARIBAS NOMINEES PTY LTD | 2,038,401 | 2.12 |
| MR GABRIEL GOVINDA | 2,000,000 | 2.08 |
| STEVSAND PTY LTD | 1,965,122 | 2.04 |
| KITARA INVESTMENTS PTY LTD | 1,842,283 | 1.91 |
| DAVIS FAMILY CAPITAL PTY LTD | 1,750,000 | 1.82 |
| MRS INGRID JARDINET STEPHENS | 1,545,402 | 1.60 |
| SUNSET CAPITAL MANAGEMENT PTY LTD | 1,372,309 | 1.43 |
| KING CORPORATE PTY LTD | 1,300,000 | 1.35 |
| MR THOMAS FRANCIS CORR | 1,300,000 | 1.35 |
| FORMICA INVESTMENTS PTY LTD | 1,275,000 | 1.32 |
| SCINTILLA CAPITAL PTY LTD | 1,200,000 | 1.25 |
| MR JULIAN RODNEY STEPHENS | 1,186,131 | 1.23 |
| MR ZBIGNIEW WALDEMAR | 1,169,808 | 1.21 |
| ELVIEN PTY LTD | 1,114,095 | 1.16 |
| 52,918,532 | 54.95 |
| Unquoted equity securities | |
|---|---|
| Number | |
| on issue | |
| M3MAH: UNLISTED OPTIONS EXERCISABLE AT $0.189 EXPIRY 19-DEC-2025 | 3,000,000 |
| M3MAG: UNLISTED OPTIONS EXERCISABLE AT $0.189 EXPIRY 19-DEC-2025 | 4,000,000 |
| M3MAI: 2024 PERFORMANCE RIGHTS | 6,250,000 |
The following person holds 20% or more of unquoted equity securities:
| Name | Class | Number held |
|---|---|---|
| RESMIN PTY LTD | Performance rights | 3,000,000 |
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M3 Mining Limited Shareholder information 30 June 2025
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Substantial holders
Substantial holders in the Company are set out below:
| Ordinary shares | Ordinary shares | |
|---|---|---|
| % of total | ||
| shares | ||
| Number held | issued |
|
| FIRST ONE REALTY PTY LTD | 12,500,000 | 12.98 |
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
The voting rights attaching to ordinary shares are governed by the Constitution. On a poll, every member present in person or by proxy or by attorney or duly authorised representative shall have one vote for each fully paid ordinary share held. None of the options have any voting rights.
There are no voting rights attached to any class of options or performance rights that are on issue.
Corporate Governance
Pursuant to the ASX Listing Rules, the Company’s Corporate Governance Statement will be released in conjunction with this report. The Company’s Corporate Governance Statement is available on the Company’s website at: www.m3mining.com.au
Tenements
| Tenement | Project | Status |
|---|---|---|
| E08/3220 | Victoria Bore | Granted |
| E08/3326 | Victoria Bore | Granted |
| E08/3427 | Victoria Bore | Granted |
| E08/3428 | Victoria Bore | Granted |
| E08/3429 | Victoria Bore | Granted |
| E08/3430 | Victoria Bore | Granted |
| E08/3431 | Victoria Bore | Granted |
| E31/1140 | Edjudina | Granted |
| E31/1141 | Edjudina | Granted |
| E31/1168 | Edjudina | Granted |
| E31/1249 | Edjudina | Granted |
| E31/1258 | Edjudina | Granted |
| E31/1265 | Edjudina | Granted |
| E31/1344 | Edjudina | Granted |
| E31/1345 | Edjudina | Granted |
| P31/2113 | Edjudina | Granted |
| P31/2131 | Edjudina | Granted |
| E31/1331 | Edjudina | Pending |
| E31/1321 | Edjudina | Pending |
| E31/1318 | Edjudina | Pending |
| E31/1363 | Edjudina | Pending |
| E31/1364 | Edjudina | Pending |
| E31/1365 | Edjudina | Pending |
| E31/1366 | Edjudina | Pending |
| E31/1367 | Edjudina | Pending |
| E31/1425 | Edjudina | Pending |
| E39/2435 | Edjudina | Pending |
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