METALSGROVE MINING LTD — Interim / Quarterly Report 2024

Mar 11, 2024

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MetalsGrove Mining Limited Half-Year Report – 31 December 2023

Contents

Corporate Directory .............................................................................................................................. 3 Directors’ Report ................................................................................................................................... 4 Auditor’s independence declaration ................................................................................................ 11 Financial Statements ......................................................................................................................... 12 Directors' Declaration ........................................................................................................................ 20 Independent Auditor's Report to the Members .............................................................................. 21

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MetalsGrove Mining Limited Corporate Directory

Corporate Directory

Board of Directors

Richard Beazley Anbarasan (Sean) Sivasamy Haidong Chi John Reynolds

Independent Non-Executive Chair Managing Director and CEO Non-Executive Director Alternate Non-Executive Director (Haidong Chi)

Company Secretary

Rebecca Broughton

Registered Office

6/123A Colin Street West Perth WA 6005 Telephone: 08 6388 2725 Email: info@metalsgrove.com.au Website: www.metalsgrove.com.au

Share Registry

Automic Pty Ltd Level 5, 191 St Georges Terrace Perth WA 6000 Telephone: 1300 288 664 Email: hello@automic.com.au Website: www.automic.com.au

Auditors

Hall Chadwick WA Audit Pty Ltd 283 Rokeby Road Subiaco WA 6008

Securities Exchange Listing

Shares in MetalsGrove Mining Limited are quoted on the Australian Securities Exchange under trading code MGA

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MetalsGrove Mining Limited Directors’ Report

Directors’ Report

Your Directors’ present their report on the Consolidated Entity comprising MetalsGrove Mining Limited (the “ Company” or “MGA” or “ MetalsGrove” ) and its controlled entities (the Group ) for the half year ended 31 December 2023.

Directors

The following persons held office as Directors of MetalsGrove Mining Limited from the start of the financial year to the date of this report, unless otherwise stated.

Name	Title	Appointment
Richard Beazley	Independent Non-Executive Chair	22 Dec 21
Anbarasan (Sean) Sivasamy	Managing Director and CEO	26 Nov 21
Haidong Chi	Non-Executive Director	07 Jan 22
John Reynolds	Alternate Non-Executive Director (Haidong Chi)	12 Mar 24

Company Secretary

Ms Rebecca Broughton was appointed as Company Secretary on 28 February 2023.

Dividends

No dividends have been declared or paid for the half year ended 31 December 2023 (2022: Nil).

Operating Results and Financial Position

The net result of operations for the period to 31 December 2023 was a loss of $496,135 (Dec 2022: 481,877).

Review of Operations

Exploration

Zimbabwe Lithium Project Acquisition

In December 2023, MGA entered into strategic agreements to acquire six, contiguous and highly prospective lithium-tin-tantalum claims in Zimbabwe (“the Projects”).

The Company’s wholly owned subsidiary MetalsGrove Global (Private) Limited (“MGG”) has executed agreements with two local Zimbabwe entities (“local entities”) as follows:

• La Rich Resources Pty Ltd: Arcturas Lithium Project

• CN Mining Syndicate: Beatrice Lithium Project

The total cash consideration for the assets was USD$60,000 payable to the local entities upon transfer of the property to MGG.

Each of the local entities will retain a 5% free carried interest in the respective Projects until a decision to mine is reached. Further details are provided in the transaction summary within the ASX announcement dated 11 December 2023.

Lithium Asset Summary

The Arcturas Lithium Project (ALP) is situated 35km northeast of Harare and the Beatrice Lithium Project (BLP) is located 55km south of Harare in Zimbabwe, inclusive of six new lithium claims 510ha (Figure1). The ALP is close to the Arcadia Lithium Mine and Arcturas Gold Mine. It is the most wellknown pegmatite zone in this region that is mineralised in spodumene, lepidolite, beryllium, tantalum and caesium.

An extensive exploration and mining review was carried out within the project area. Based on the Company’s review of existing publicly available information (including historic exploration, trenching and production history), MGA believes that there is clear potential for a large tonnage open cut mine to be established.

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MetalsGrove Mining Limited Directors’ Report

The Zimbabwe assets could be developed independently, depending on the results of exploration and mineral resource delineation. The Zimbabwe assets cover significant pegmatite outcrops and extend up to 1.5km with 3m to 15m thick flat laying multiple beds mineralised pegmatite and artisanal mine workings for lithium.

The Beatrice Lithium Project is close to the Joyce Gold mine and a lithium processing facility. It is a well-known pegmatite zone that is mineralised in lithium, lepidolite, tantalum and caesium. The Beatrice project is located approximately 55km south of Harare.

An extensive exploration and mining review was carried out within the project area. Based on the Company’s review of existing publicly available information (including historic exploration, trenching and production history) for this project, MGA believes that there is potential for a high-grade open cut mine.

Extensive exploration and mining activities were carried out within the project area. Based on the Company’s review of existing publicly available information (including historic exploration, trenching and production history) the prospect has the potential for a large tonne open cut mine.

Further details on the Zimbabwe lithium assets acquisition can be reviewed in the ASX announcement dated 16 October 2023.

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Figure 1: Arcturas and Beatrice Lithium Project Location Plan

Arcturas and Beatrice Project Next Steps

• Detailed surface field mapping and sampling.

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MetalsGrove Mining Limited Directors’ Report

• 3D geological modelling and interpretation.

• Phase-1 maiden drilling programme and interpretation.

Arunta Project

Edwards Creek Copper-Gold, Rare Earth

Maiden RC Drilling Programme Completed at Edwards Creek

The Edwards Creek polymetallic (copper-lead-zinc-gold) prospect comprises a single granted mineral exploration licence (EL32420), located approximately 85 km north-northeast of Alice Springs, NT. The tenement covers an area of approximately 7,568 ha.

In early October, MGA reported an update on the maiden drilling programme completed at the Edwards Creek Copper-Zinc Prospect in the Northern Territory.

The initial programme included two RC holes for a total of 431m and was designed to test several targets identified through both historic and recent geophysical, electromagnetic and radiometric data sets. Initial results from this round of drilling indicate drilling intersected only a small portion of the total system, however this has provided invaluable data on the mineralogy, geology, and geometry of mineralisation. The REE and gossan mineralisation remains open in all directions.

Maiden drilling was encouraging and showed mineralisation zones up to 17 metres (drill width) of weak to intense sericite and silicification with disseminated sulphides in gneissic granitoid structures. The observations from the Company’s maiden drilling programme align with the pre-drill geological model that indicated Edwards Creek could potentially host large REE and copper-zinc mineralisation system at depth.

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Figure 2: Edwards Creek high grade copper mineralisation at shallow depth.

Bruce Rare Earth

Mineralogy Test Confirm Strong REE Potential at Bruce / Arunta

In October, MGA reported that mineralogical analysis of Reverse Circulation (“RC”) chip samples had confirmed strong Rare Earth Element (“ NdPr ”) potential within the recently reported carbonatite REE discovery at the Bruce Prospect. The Bruce Prospect is located within the Company’s Arunta Project, north of Alice Springs in the Northern Territory.

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MetalsGrove Mining Limited Directors’ Report

Previously reported RC assay results now demonstrate that Bruce has a large and high-grade rare earth footprint, with the Company now finalising plans to systematically explore and extend this mineralised zone.

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Figure 3: Bruce High Grade REE (NgPr) Mineralisation at Shallow Depth

Further details on the outcomes from the mineralogy test work at Bruce can be reviewed in the ASX announcement dated 16 October 2023.

Phase 2 Soil Sampling Extends REE Horizon

The Company reported that assays had been received from the Phase two (“P2”) follow-up grid spaced soil sampling programme at the Bruce Prospect. Refer to the ASX announcement dated 14 August 2023.

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Figure 4: Strong soil sampling assay correlation with Carbonatite dyke outcrops.

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MetalsGrove Mining Limited Directors’ Report

Arunta Project Next steps

• Continue detailed field mapping and sampling in the areas west of Whistleduck to further enhance the geological modelling.

• Phase-2 follow-up drilling programmes at Plenty River 3 km long carbonatite dyke outcrops.

Upper Coondina Lithium, Tin and Tantalum

The Company’s Upper Coondina Project is located 85km south-west of Marble Bar in the East Pilbara district of WA. The Project is located approximately halfway between the major mining regional service centres of Port Hedland and Newman, located approximately 200 km northwest and 180 km southsoutheast of the project, respectively.

Initial RC drilling results were reported on the ASX on 19 April 2023.

Further exploration including detailed geophysics and structural mapping are required to delineate main zone high grade mineralisation lithium bearing pegmatites. The detailed modern exploration technology and high-level structural mapping will identify mineralisation at depth and pegmatites undercover to determine new targets within and outside of the drilling areas.

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Figure 5: Upper Coondina Potential High Priority Exploration Drilling Target

Woodie Woodie North Manganese

The Woodie Woodie North Project is a highly mineralised region which has clearly demonstrated the potential to host significant manganese mineralisation.

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Figure 6: Woodie Woodie North Manganese Mineralisation Outcrop.

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MetalsGrove Mining Limited Directors’ Report

Tenement

The mining tenements held at the end of period and their location.

Project Tenement ID Holder	Lease Status
Upper Coondina E45/5952 MetalsGrove	Granted
Woodie Woodie North E45/5945 MetalsGrove	Granted
BRUCE EL 31225 Territory Lithium	Granted
BOX HOLE EL 32419 Territory Lithium	Granted
EDWARDS CREEK EL 32420 Territory Lithium	Granted
BEATRICE 00062AA MetalsGrove Global	Granted
ARCTURAS 000450AA MetalsGrove Global	Granted
ARCTURAS 016956AA MetalsGrove Global	Granted
ARCTURAS 016961BA MetalsGrove Global	Granted
ARCTURAS 016982BA MetalsGrove Global	Granted
ARCTURAS 005434AA MetalsGrove Global	Granted
FORREST E45/6546 MetalsGrove	Application
DUNDAS E63/2359 MetalsGrove	Application
DUNDAS E63/2360 MetalsGrove	Application
DUNDAS E63/2363 MetalsGrove	Application
DUNDAS E63/2364 MetalsGrove	Application
DUNDAS E63/2366 MetalsGrove	Application
LEAKE E77/3149 MetalsGrove	Application
LEAKE E77/3152 MetalsGrove	Application
BUNINGONIA E28/3358 MetalsGrove	Application
BUNINGONIA E28/3388 MetalsGrove	Application

Note: Territory Lithium Pty Ltd and MetalsGrove Global Private Limited is wholly owned subsidiary of MetalsGrove Mining Limited

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MetalsGrove Mining Limited Directors’ Report

Corporate

The financial statements contain a going concern paragraph at Note 3.

Events Subsequent to the End of the Reporting Period

On 12 March 2024, the Company appointed Mr John Reynolds as Alternate Non-Executive Director for Mr Haidong Chi.

No other matter or circumstance has arisen since 31 December 2023 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.

Auditor’s independence declaration

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

This report is made in accordance with a resolution of Directors.

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Richard Beazley Chairman

Perth, Western Australia 12 March 2024

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To the Board of Directors

AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001

As lead audit director for the review of the financial statements of MetalsGrove Mining Limited for the half year ended 31 December 2023, I declare that to the best of my knowledge and belief, there have been no contraventions of:

• the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

• any applicable code of professional conduct in relation to the review.

Yours Faithfully,

HALL CHADWICK AUDIT WA PTY LTD

D M BELL CA Director

Dated this 12[th] day of March 2024 Perth, Western Australia

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MetalsGrove Mining Limited Consolidated Statement of Profit or Loss and Other Comprehensive Income For the half-year ended 31 December 2023

Financial Statements

Notes	31 Dec 23 31 Dec 22
Interest income Administrative & other expenses 4 Loss before income tax Income tax expense Loss for the year Items that may be reclassified to profit or loss: Other comprehensive income Other comprehensive loss for the year attributable to owners of the Company Loss per share attributable to ordinary equity holders: Basic and diluted loss per share	44,812 24,701 (540,947) (506,578)
	(496,135) (481,877) - -
	(496,135) (481,877) - -
	(496,135) (481,877)
	Cents Cents
	(7.169) (6.963)

The above statement should be read in conjunction with the accompanying notes.

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MetalsGrove Mining Limited Consolidated Statement of Financial Position For the half-year ended 31 December 2023

Notes	31 Dec 23 30 Jun 23
	$ $
Current assets Cash and cash equivalents Other current assets Total current assets Non-current assets Exploration and evaluation 5 Property, plant and equipment Other financial assets Total non-current assets Total assets Current liabilities Trade and other payables Total current liabilities Total liabilities Net assets Equity Contributed equity 6 Reserves Accumulated losses Total equity	1,398,826 3,105,001 29,995 108,324
	1,428,821 3,213,325 5,773,049 5,078,059 8,083 7,189 77,892 77,892
	5,859,024 5,163,140
	7,287,845 8,376,465 105,546 698,511
	105,546 698,511
	105,546 698,511
	7,182,299 7,677,954
	8,701,577 8,701,577 414,269 413,789 (1,933,547) (1,437,412)
	7,182,299 7,677,954

The above statement should be read in conjunction with the accompanying notes.

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MetalsGrove Mining Limited Consolidated Statement of Changes in Equity For the half-year ended 31 December 2023

	Contributed equity Share-based payment Reserve	Accumulated losses Total equity
	$ $	$ $
Balance as at 1 Jul 22 Loss for the year Total comprehensive loss for the year Transactions with owners in their capacity as owners: Share-based payments issue Issue of shares Balance as at 31 Dec 2022 Balance as at 1 Jul 23 Loss for the year Total comprehensive loss for the year Transactions with owners in their capacity as owners: Share-based payments issue Issue of shares Balance as at 31 Dec 2023	8,701,577 204,714 - -	(566,202) 8,340,089 (481,877) (481,877)
	- - - 104,824	(481,877) (481,877) - 104,824
	- -	- -
	8,701,577 309,538	(1,048,079) 7,963,036
	8,701,577 413,789 - -	(1,437,412) 7,677,954 (496,135) (496,135)
	- - - 480	(496,135) (496,135) - 480
	- -	- -
	8,701,577 414,269	(1,933,547) 7,182,299

The above statement should be read in conjunction with the accompanying notes.

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MetalsGrove Mining Limited Consolidated Statement of Cash Flows For the half-year ended 31 December 2023

Notes	31 Dec 23 31 Dec 22
	$ $
Cash flows from operating activities Interest income Payments to suppliers and employees Net cash outflow from operating activities Cash flows from investing activities Payments for property, plant and equipment Payments for exploration activities Net cash outflow from investing activities Cash flows from financing activities Proceeds from issues shares Transaction costs from issue of shares Net cash inflow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the year1	44,812 24,701 (618,139) (341,896)
	(573,327) (317,195) (2,611) (7,176) (1,130,237) (1,236,467)
	(1,132,848) (1,243,643) - - - (533,818)
	- (533,818) (1,706,175) (2,094,656) 3,105,001 6,688,149
	1,398,826 4,593,493

The above statement should be read in conjunction with the accompanying notes.

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MetalsGrove Mining Limited Notes to the Consolidated Financial Statements For the half-year ended 31 December 2023

1 Corporate information

The consolidated financial report of MetalsGrove Mining Limited for the half-year ended 31 December 2023 was authorised for issue in accordance with a resolution of the Directors on 12 March 2024.

The Board of Directors has the power to amend the consolidated financial statements after issue.

MetalsGrove Mining Limited (the ‘Company’ or ‘MetalsGrove’) is a for-profit company limited by shares whose shares are publicly traded on the Australian Securities Exchange. The Company and its subsidiaries were incorporated and domiciled in Australia. The registered office and principal place of business of the Company is 6/123A Colin Street, West Perth, WA 6005.

2 Basis of preparation

These condensed consolidated interim financial statements are a general-purpose financial report which has been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001 . They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 30 June 2023.

When required by Australian Accounting Standards, comparative figures have been adjusted to confirm to changes in presentation for the current half-year ended 31 December 2023.

The accounting policies adopted in preparation of the consolidated financial statements are consistent with those followed in the preparation of the Group’s annual financial statements for the year ended 30 June 2023.

All relevant new and amended Accounting Standards and Interpretations which became applicable on 1 July 2023 have been adopted by the Group.

The adoption of these amendments did not have any material impact on the current period, prior period and is not likely to affect future periods.

There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

3 Going Concern

As at 31 December 2023, the Company has a net current asset surplus of $1,323,275 and incurred a net loss for the half year ended 31 December 2023 of $496,135 and a net operating cash outflows of $573,327.

Significant efforts have been made to preserve cash and reduce costs.

The Company continues to engage with its stakeholders and continues to monitor opportunities from interested investors to raise additional capital for the business and the Company’s Board of Directors has a history of fund raising in the public and will do so when required.

The ability of the Company to continue as a going concern is dependent on the Company raising capital and managing costs in line with available funds. These facts indicate there is a material uncertainty as to whether the Company will be able to meet its debts as and when they fall due and thus continue as a going concern.

The financial report has been prepared on a going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be required to realise assets and extinguish liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements.

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MetalsGrove Mining Limited Notes to the Consolidated Financial Statements For the half-year ended 31 December 2023

4 Segment information

Identification of reportable segments

The Group is organised into one operating segment, being exploration in Australia. This is based on the internal reports that are being reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers (CODM) in assessing performance and in determining the allocation of resources. As a result, the operating segment information is as disclosed in the statements and notes to the financial statements throughout the report.

The Company operates in one reportable segment, being exploration in Australia. The Board of Directors review internal management reports on a regular basis that is consistent with the information provided in the statement of profit or loss and other comprehensive income, statement of financial position and statement of cash flows. As a result, no reconciliation is required because the information as presented is what is used by the Board to make strategic decisions.

Following the completion of the Zimbabwe project acquisitions, the Company will report against both Australia and Zimbabwe segments.

5 Expenses

	31 Dec 23 31 Dec 22
	$ $
Administrative expenses Investor relations Insurance Consultants Administration costs Occupancy costs Director Fees Share-based payments Foreign exchange loss IPO listing costs expensed	102,380 75,184 4,345 28,800 141,647 114,218 63,414 31,762 19,626 25,062 201,490 100,496 480 104,824 7,565 -
	- 26,232
	540,947 506,578
6 Exploration and evaluation expenditure
Opening balance Acquisition of Zimbabwe projects1 Expenditure incurred Closing balance
	31 Dec 23 30 Jun 23
	$ $
	5,078,059 2,254,481 80,474 - 614,516 2,823,578
	5,773,049 5,078,059

1 In December 2023, the Company acquired 95% of the Arcturas and Beatrice Lithium Projects in Zimbabwe. Total cash consideration for the assets was US$60,000. Refer Note 9 for the deferred consideration requirements.

7 Contributed equity

Issued share capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised, net of tax, directly in equity as a reduction of the share proceeds received.

reduction of the share proceeds received.
As at 30 June 2023 As at 31 December 2023	Number of shares $
	52,710,000 8,701,577
	52,710,000 8,701,577

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MetalsGrove Mining Limited Notes to the Consolidated Financial Statements For the half-year ended 31 December 2023

8 Share-based payments

In November 2023, shareholders approved the following amendments to the Company’s performance rights:

1. Extension to the vesting date from 22 June 2024 to 30 June 2025 for all Class A-C performance rights;

2. Amendment of Class C performance rights of criteria b) to at least 10M @ 28% Mn; (from at least 10M @ 36% Mn); and

3. Add additional criteria d) to Class C performance rights of a downhole drilling intercept of at least 05m @ 1% REE (TREO)

The revised vesting criteria is below:

Tranche	Number of Performance Rights	Vesting Criteria
Class A	1,650,000	The Shares trade at a volume weighted average price of at least $0.40 over a 20 day period (20 Day VWAP) by 30 June 2025.
Class B	1,450,000	The Shares trade at a 20 Day VWAP of at least $0.50 by 30 June 2025.
Class C	1,170,000	The Company announcing any one of the following downhole drilling intercepts: a) at least 10m @ 1.25% Cu; or b) at least 10m @ 28% Mn; or c) at least 10m @ 1% Li, d) at least 5m @ 1% REE (TREO) by 30 June 2025

The amendment to the Performance rights have been valued using a Monte Carlo Share Price Simulation Model. The following table lists the inputs to the model for the Performance Rights outstanding during the period:

		Class A	Class B	Class C
	Dividend yield (%)	0%	0%	0%
	Expected volatility (%)	80%	80%	80%
	Risk free frate (%)	4.12%	4.12%	4.12%
	Expected life (years)	1.74	1.74	1.74
	Exercise price ($)	$0	$0	$0
	Grant date share price ($)	$0.125	$0.125	$0.125
	Modification date ($)	3 Oct 2023	3 Oct 2023	3 Oct 2023
	Expiry date	30 Jun 2025	30 Jun 2025	30 Jun 2025
	Number	1,650,000	1,450,000	1,170,000
	Fair value at grant date ($)	$0.034	$0.025	$0.20
9 Contingent assets and liabilities

As at 31 December 2023 (30 June 2023: nil), the Group had no contingent assets or liabilities other than the following:

As part of the 95% acquisition of the Arcturas Lithium Project, the Company will pay the following to its counterparty, La Rich Resources PVT Ltd, upon the following conditions being met:

• US$150,000 within 30 days of the Company releasing a JORC Code compliant ASX announcement of a Reverse Circulation or Diamond Drilling downhole drill intercept on the Arcturas Lithium Project of at least 15m @ 1.2% lithium;

• US$2,000,000 within 90 days of the Company releasing an ASX announcement that the Arcturas Lithium Project containing an estimated Indicated Mineral Resource (as that term is defined in the JORC Code) of at least 20Mt @ 1.4% lithium; and

• US$4,000,000 within 90 days of the Company releasing an ASX announcement that the Arcturas Lithium Project contains an estimated Indicated Mineral Resource (as that term is defined in the JORC Code) of at least 40Mt @ 1.3% lithium.

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MetalsGrove Mining Limited Notes to the Consolidated Financial Statements For the half-year ended 31 December 2023

10 Commitments

Exploration and evaluation expenditure commitments

In order to maintain current rights of tenure to exploration tenements, the Group is required to meet the minimum expenditure requirements specified by various State and Territory Governments. These obligations are subject to renegotiation when application for an exploration lease is made and at other times. These obligations are not provided for in this financial report.

The minimum level of exploration commitment expected in the year ending 31 December 2024 for the Group is approximately $0.317 million. These obligations are expected to be fulfilled in the normal course of operations.

11 Events occurring after the reporting period

On 12 March 2024, the Company appointed Mr John Reynolds as Alternate Non-Executive Director for Mr Haidong Chi.

No other matter or circumstance has arisen since 31 December 2023 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.

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MetalsGrove Mining Limited Directors Declaration For the half-year ended 31 December 2023

Directors' Declaration

In accordance with a resolution of the Directors of MetalsGrove Mining Limited, I state that:

1. In the opinion of the Directors:

2. a) The financial statements and notes of MetalsGrove Mining Limited for the half-year ended 31 December 2023 are in accordance with the Corporations Act 2001 , including:

3. (i) giving a true and fair view of its financial position as at 31 December 2023 and performance for the half year ended on that date;

4. (ii) complying with Accounting Standards AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

5. b) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

On behalf of the Board

Richard Beazley Chairman

Perth, Western Australia 12 March 2024

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INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF METALSGROVE MINING LIMITED

Conclusion

We have reviewed the accompanying half-year financial report of MetalsGrove Mining Limited (“the Company”) and Controlled Entities (“the Consolidated Entity”) which comprises the condensed consolidated statement of financial position as at 31 December 2023, the condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the half-year ended on that date, a summary of significant accounting policies and other selected explanatory notes, and the directors’ declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of the Consolidated Entity does not comply with the Corporations Act 2001 including:

• a. Giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2023 and of its performance for the half-year ended on that date; and

• b. Complying with Accounting Standard AASB 134: Interim Financial Reporting and Corporations Regulations 2001 .

Basis for Conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s review report.

Material Uncertainty Related to Going Concern

We draw attention to Note 3 in the half-year financial report, which indicates that the Consolidated Entity incurred a net loss of $496,135 during the half year ended 31 December 2023. As stated in Note 3, these events or conditions, along with other matters as set forth in Note 3 indicate a material uncertainty exists that may cast significant doubt on the Consolidated Entity’s ability to continue as a going concern. Our conclusion is not modified in respect of this matter.

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Responsibility of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility for the Review of the Financial Report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2023 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

HALL CHADWICK AUDIT WA PTY LTD

D M BELL CA Director

Dated this 12[th] day of March 2024 Perth, Western Australia