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RESOLUTION MINERALS LTD — Interim / Quarterly Report 2026
Mar 15, 2026
65717_rns_2026-03-15_a0c8a167-5a1b-4759-8c33-51d83cb7d504.pdf
Interim / Quarterly Report
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RESOLUTION MINERALS LTD ACN: 617 789 732
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ACN 617 789 732
Interim Consolidated Financial Statements
for the half-year ended 31 December 2025
RESOLUTION MINERALS LTD ACN: 617 789 732
Contents
DIRECTORS’ REPORT .................................................................................................................................................................. 2 AUDITOR’S INDEPENDENCE DECLARATION............................................................................................................................. 4 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ....................................................................... 5 STATEMENT OF FINANCIAL POSITION ...................................................................................................................................... 6 STATEMENT OF CHANGES IN EQUITY....................................................................................................................................... 7 STATEMENT OF CASH FLOWS ................................................................................................................................................... 8 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ................................................................................................... 9 DIRECTORS’ DECLARATION ..................................................................................................................................................... 20 INDEPENDENT REVIEW REPORT ............................................................................................................................................. 21
This Interim Report covers Resolution Minerals Ltd (“RML” or the “Company”) as a Group consisting of Resolution Minerals Ltd and its subsidiaries, collectively referred to as the “Group”. The financial report is presented in the Australian currency.
RML is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:
Resolution Minerals Ltd Level 21, 91 King William Street Adelaide SA 5000
Website www.resolutionminerals.com
RESOLUTION MINERALS LTD ACN: 617 789 732
Directors’ Report
The Directors of Resolution Minerals Ltd present their Report together with the financial statements of the consolidated entity, being Resolution Minerals Ltd (“RML” or “the Company”) and its controlled entities (“the Group”) for the half year ended 31 December 2025 and the Independent Review Report thereon.
DIRECTORS
The following persons were directors of RML throughout the period.
-
Mendel Rogatsky
-
Aharon Zaetz
-
Syed Alsagoff
There have been no changes in the directors during or since the period end.
REVIEW OF OPERATIONS AND FINANCIAL RESULTS
Resolution Minerals Ltd entered into and completed a binding agreement to acquire the Horse Heaven Antimony-Gold-SilverTungsten Project. The acquisition was satisfied by payment of $1,000,000 in cash ($400,000 deferred), the issue of 445 million shares, 222 million quoted options plus brokerage fees. Horse Heaven is located in the historical Stibnite Mining District of Valley County, central Idaho, USA and hosts two highly prospective gold-antimony-tungsten prospects known as the Antimony Ridge Fault Zone and the Golden Gate Fault Zone. Drilling of these prospects commenced in the reporting period. The Horse Heaven Project complements the Company’s recently acquired Australian Au-Sb-Cu projects to create a dynamic portfolio highly leveraged for gold and antimony across multiple jurisdictions. Importantly, this is at a time when antimony, tungsten and gold are at or near record high prices as China tightens grip on critical minerals exports. The transaction was approved by shareholders on 25 July 2025 and completed on 29 July 2025.
The net loss of the Company, from the six months to 31 December 2025 was $22,208,660 (31 December 2024: $2,148,967). During the period, the Company recorded higher-than-average expenditure reflecting a deliberate and disciplined acceleration of key work programs aligned with the Company’s strategic objectives. The Company has now established a prominent foothold in the U.S., with representatives in New York, Washington DC, Idaho and other parts of the country. During the period, many one-off costs were incurred in setting up the U.S. operations to advance and finalise drill programs, permitting, due diligence on acquisition of the Johnson Creek mill (total cash amount owing US$1.25m), metallurgy, project expansion, government engagement, Nasdaq listing set up (including legal fees) and US market engagement programs, as well as equity based employee remuneration. Management continues to exercise prudent cost control while prioritising initiatives that enhance asset value and advance the Company toward defined milestones. The higher spend this period reflects a conscious decision by management to advance critical programs at an accelerated pace.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
During the period, the Company issued equity as detailed below:
-
1,111,856,164 shares were issued including 504,812,889 for project acquisition, 497,307,121 relating to placements and 105,735,154 for services received and 4,000,000 to KMP as remuneration.
-
589,246,932 options were issued including 282,406,445 for project acquisition, 230,730,102 attaching to placements and 76,110,385 for services received.
-
332,550,000 performance rights were issued to KMP, employees and consultants.
-
132,414,702 options and 117,096,650 performance rights were exercised.
The acquisition of the Horse Heaven project represents a change in direction for the group and represents progression towards an antimony, tungsten and gold focus.
There were no other significant changes in the state of affairs of the Group during the financial half-year.
2
RESOLUTION MINERALS LTD ACN: 617 789 732
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL HALF-YEAR
Since 31 December 2025 the following subsequent events have occurred:
-
The Company agreed to the sale of its non-core 64North Project in Alaska for US$1.5 million in cash consideration to a wholly owned subsidiary of Northern Star Resources Ltd (ASX:NST). Settlement of the sale occurred on 4 February 2026.
-
On 3 February 2026, the Company lodged an application for dual listing on NASDAQ.
-
On 27 February 2026, the Company completed the acquisition of the Remington mill and tungsten stockpiles via payment of $US1,150,000 and issue of 77,000,000 RML shares and 38,500,000 RMLOD options as project consideration and associated fees.
There are no other matters or circumstances that have arisen since 31 December 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years other than described above.
AUDITOR'S INDEPENDENCE DECLARATION
A copy of the auditor’s Independence Declaration as required under s307C of the Corporations Act 2001 (Cth) is included on page 3 of this financial report and forms part of this Directors’ Report.
Signed in accordance with a resolution of the Directors made pursuant to section 306(3)(a) of the Corporations Act 2001.
Aharon Zaetz Executive Director
16 March 2026
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RESOLUTION MINERALS LTD ACN: 617 789 732
Auditor’s Independence Declaration
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RESOLUTION MINERALS LTD ACN: 617 789 732
Interim condensed consolidated Statement of Profit or Loss and Other Comprehensive Income
For the half year ended 31 December 2025
| Notes Interest income Other income Broker and investor relations Employee benefits expense Share based payments Exploration expense Impairment reversal / (expense) - net 4/5 Gain/(Loss) on sale of assets Consulting and Advisory fees Other expenses Loss before tax Income tax benefit Loss for the period Items that may be reclassified to profit and loss Foreign currency (loss) / gain on translation of foreign operations Items that will not be reclassified to profit and loss Changes in the fair value of equity investments at fair value through other comprehensive income Total comprehensive loss for the period attributable to owners of the parent Earnings / (loss) Per Share Basic and diluted loss – cents per share 3 |
31 December 2025 A$ Restated 31 December 2024 A$ 96,122 908 - 22,041 (1,919,432) (1,630) (2,088,103) (1,997,414) (9,886,310) (10,668) (130,904) (389) 244,542 - - (25,769) (7,161,281) (5,339) (1,363,294) (130,707) |
|---|---|
| (22,208,660) (2,148,967) - - |
|
| (22,208,660) (2,148,967) (1,805) 988 37,391 (80,853) |
|
| (22,173,074) (2,228,832) |
|
| (1.51) (1.06) |
This statement should be read in conjunction with the notes to the financial statements.
5
RESOLUTION MINERALS LTD ACN: 617 789 732
Interim condensed consolidated Statement of Financial Position As at 31 December 2025
| Notes ASSETS Current assets Cash and cash equivalents Asset held for sale 4 Other current assets Total current assets Non-current assets Property, plant and equipment Exploration and evaluation expenditure 5 Other Financial Assets Total non-current assets TOTAL ASSETS LIABILITIES Current liabilities Trade and other payables Employee provisions Total current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 6 Reserves 7 Accumulated losses TOTAL EQUITY |
31 December 2025 A$ 30 June 2025 (Restated) A$ 30 June 2024 (Restated) A$ 15,205,583 1,171,241 238,747 2,241,147 - - 3,415,177 579,703 349,051 |
|---|---|
| 20,861,907 1,750,944 587,798 |
|
| - - 3,461 62,963,117 2,403,880 3,856,035 80,957 43,566 212,986 |
|
| 63,044,074 2,447,446 4,072,482 |
|
| 83,905,981 4,198,390 4,660,280 |
|
| 5,315,874 1,189,313 564,920 14,475 42,633 - |
|
| 5,330,349 1,231,946 564,920 |
|
| 5,330,349 1,231,946 564,920 |
|
| 78,575,632 2,966,444 4,095,360 |
|
| 115,202,508 37,325,655 33,346,081 20,957,702 1,994,007 1,069,081 (57,584,578) (36,353,218) (30,319,802) |
|
| 78,575,632 2,966,444 4,095,360 |
This statement should be read in conjunction with the notes to the financial statements.
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RESOLUTION MINERALS LTD ACN: 617 789 732
Interim condensed consolidated Statement of Changes in Equity For the half year ended 31 December 2025
| 2025 Balance at 1 July 2025 Prior period restatement – refer note 2 Balance at 1 July 2025 - restated Share placement Fair value of shares issued to Executive Directors Fair value of shares issued for remuneration Fair value of shares/options issued for project acquisition Fair value of broker fee shares/options Fair value of shares issued for services Transaction costs for share issues Lapse of options Lapse / forfeit of performance rights Fair value of performance rights issued Fair value of options issued Performance rights exercised Funds raised on exercise of options Transactions with owners Comprehensive income: Total profit or (loss) Foreign currency movements Fair value movements in FVOCI investments Total comprehensive income Balance 31 December 2025 2024 Balance at 1 July 2024 Prior period restatement – refer note 2 Balance at 1 July 2024 – restated Performance rights exercised Share placement Fair value of shares issued to Executive Directors Fair value of broker fee shares Issue costs Lapse of performance rights Fair value of performance rights and options issued Transactions with owners Comprehensive income: Total profit or loss for the reporting period Foreign currency movements Fair value movements in FVOCI investments Total comprehensive income Balance 31 December 2024 - restated |
Issued capital A$ Share based payments reserve A$ Other Reserves A$ Accumulated losses A$ Total equity A$ 37,480,409 3,790,395 (844,198) (37,451,128) 2,975,478 |
|---|---|
| (154,754) (952,190) - 1,097,910 (9,034) |
|
| 37,325,655 2,838,205 (844,198) (36,353,218) 2,966,444 |
|
| 27,196,692 - - - 27,196,692 200,000 - - - 200,000 57,000 - - - 57,000 41,606,382 16,944,388 - - 58,550,770 612,000 1,326,923 - - 1,938,923 896,000 - - - 896,000 (4,105,584) - - - (4,105,584) - (960,020) - 960,020 - - (44,930) - 17,280 (27,650) - 10,138,271 - - 10,138,271 - 537,121 - - 537,121 9,013,644 (9,013,644) - - - 2,400,719 - - - 2,400,719 |
|
| 77,876,853 18,928,109 - 977,300 97,782,262 |
|
| - - - (22,208,660) (22,208,660) - - (1,805) (1,805) - - 37,391 - 37,391 |
|
| - - 35,586 (22,208,660) (22,173,074) |
|
| 115,202,508 21,766,314 (808,612) (57,584,578) 78,575,632 |
|
| Issued capital A$ Share based payments reserve A$ Other Reserves A$ Accumulated losses A$ Total equity A$ 33,346,081 1,789,100 (720,019) (15,002,989) 19,412,173 |
|
| - - - (15,316,813) (15,316,813) |
|
| 33,346,081 1,789,100 (720,019) (30,319,802) 4,095,360 |
|
| 6,540 (6,540) - - - 240,000 - - - 240,000 812,500 - - - 812,500 90,000 - - - 90,000 (259,055) 149,676 - - (109,379) (21,600) - - (21,600) - 804,991 - - 804,991 |
|
| 889,985 926,527 - - 1,816,512 |
|
| - - - (2,148,967) (2,148,967) - - 988 988 - - (80,853) - (80,853) |
|
| - - (79,865) (2,148,967) (2,228,832) |
|
| 34,236,066 2,715,627 (799,884) (32,468,769) 3,683,040 |
This statement should be read in conjunction with the notes to the financial statements.
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RESOLUTION MINERALS LTD ACN: 617 789 732
Interim Condensed Consolidated Statement of Cash Flows
For the half year ended 31 December 2025
| Operating activities Interest received Interest expense Payments to suppliers and employees Net cash used in operating activities Investing activities Proceeds from the sale of listed shares Cash receipts from joint ventures Payments for capitalised exploration expenditure Payments for Horse Heaven acquisition Net cash used in investing activities Financing activities Proceeds from issue of share capital Proceeds from exercise of options Payments for capital raising costs Proceeds from short term loans Repayment of short term loans Net cash from financing activities Net change in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period |
31 December 2025 A$ 31 December 2024 A$ 96,122 1,845 (87,519) - (8,641,024) (136,079) |
|---|---|
| (8,632,421) (134,234) |
|
| - 22,500 - 11,593 (5,168,551) (145,490) (600,000) - |
|
| (5,768,551) (111,397) |
|
| 27,453,692 240,000 2,399,067 - (1,417,445) (4,340) 875,000 44,000 (875,000) (44,000) |
|
| 28,435,314 235,660 |
|
| 14,034,342 (9,971) |
|
| 1,171,241 238,747 |
|
| 15,205,583 228,776 |
This statement should be read in conjunction with the notes to the financial statements.
8
RESOLUTION MINERALS LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2025
Notes to the condensed consolidated financial statements
For the period ended 31 December 2025
1. STATEMENT OF MATERIAL ACCOUNTING POLICIES
a) General information and basis of preparation The interim condensed consolidated financial statements (the interim financial statements) of Resolution Mineral Ltd and the subsidiaries it controls (the Group) are for the six months ended 31 December 2025 and are presented in Australian dollars ($), which is the functional and reporting currency of the parent company. These general purpose Interim Financial Statements have been prepared in accordance with the requirements of the Corporations Act 2001 (Cth) and AASB 134 Interim Financial Reporting. They do not include all of the information required in Annual Financial Statements in accordance with AIFRS, and should be read in conjunction with the Consolidated Financial Statements of the Group for the year ended 30 June 2025 included in the most recent annual report and any public announcements made by the Group during the half-year in accordance with the continuous disclosure requirements arising under the Australian Securities Exchange Listing Rules and the Corporations Act 2001 (Cth). The Company is a for profit entity for the purposes of preparing its financial statements.
Compliance with Australian Accounting Standards results in full compliance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
The Interim Financial Statements have been approved and authorised for issue by the Board of Directors on 16 March 2026.
b) Material accounting policies The Group has adopted all the amendments to the Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board, which are relevant to and effective for the Group's financial statements for the period beginning 1 July 2025. The adoption of all of the relevant new and/or revised Australian Accounting Standards and Interpretations has not resulted in any changes to the Group's accounting policies and has had no effect on either the amounts reported for the current or previous financial years. There are no other changes to policies from the financial year ended 30 June 2025.
A number of Australian Accounting Standards and Interpretations, have been issued and will be applicable in future periods. While these remain subject to ongoing assessment, no significant impacts have been identified to date. These standards have not been applied in the preparation of this financial report.
c) Critical accounting estimates and judgements
The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends of economic data, obtained both externally and within the Group.
i) Key judgements - exploration and evaluation expenditure The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale.
Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.
To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made.
In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent it is determined in the future that this capitalised expenditure should be written off, profits and net assets will be reduced in the period in which this determination is made.
ii) Key judgements - exploration and evaluation expenditure Key estimate -share-based payment transactions The Group measures the cost of equity-settled transactions with management and other parties by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of share options is determined by the Board of Directors with reference to quoted market prices or using the Black-Scholes valuation method taking into account the terms and conditions upon which the equity instruments were granted. The fair value of performance rights is calculated using a Monte Carlo simulation. The assumptions in relation to the valuation of the equity instruments are detailed in note 8. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity.
9
RESOLUTION MINERALS LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2025
2. PRIOR PERIOD RESTATEMENT
In conjunction with the announced plans to seek a listing on the US NASDAQ, the Group was required to undertake a re-audit of historical financial periods to satisfy the application process. During the re-audit procedures, several errors were noted that required restatement of previously reported financial statements.
The errors noted were in relation to:
-
The incorrect measurement date being utilised for determination of issued shares during the year ended 30 June 2025 for capital raising costs, acquisition of tenements and consultants. The total impact of differences in grant date utilised was $221,841.
-
The incorrect measurement date and underlying volatility utilised in the valuation of share options issued during the year ended 30 June 2025 for capital raising costs, acquisition of tenements and consultants. The total impact of differences in grant date and underlying volatility utilised in the valuation of share options was $952,190.
-
The change in classification for costs associated with capital raising activities which were incorrectly expensed to the profit and loss during the year ended 30 June 2025 which should have been recognised a reduction in issued capital of $154,754.
-
- The reversal of an impairment expense recognised during the year ended 30 June 2025 for the 64North project with a corresponding reduction in retained losses reflecting that there were indicators of impairment during the year ended 30 June 2024. The total impact of the impairment adjustment was $15,316,813.
The errors have been corrected by restating each of the affected financial statement line items for the prior periods as follows:
Statement of profit and loss (extract)
| 31 December 2024 A$ |
Increase/ (Decrease) A$ |
31 December 2024 Restated A$ |
30 June 2025 A$ |
Increase/ (Decrease) A$ |
Increase/ (Decrease) A$ |
30 June 2025 Restated A$ |
30 June 2025 Restated A$ |
||
|---|---|---|---|---|---|---|---|---|---|
| Broker and investor | |||||||||
| relations | 1,630 | - | 1,630 | 340,577 |
(47,955) | 292,622 | |||
| Employee benefits | |||||||||
| expense | 1,997,414 | - | 1,997,414 | 2,572,277 |
(586,345) | 1,985,932 | |||
| Share based payments | 10,668 | - | 10,668 | 18,515 |
(3,629) | 14,886 | |||
| Impairment reversal / | |||||||||
| (expense) - net | 1,785,340 | (1,785,340) | - |
17,418,134 | (15,316,813) | 2,101,321 | |||
| Other expenses | 136,046 | - | 136,046 | 2,102,807 |
(459,981) | 1,642,826 | |||
| Loss before tax | 3,934,307 | (1,785,340) | 2,148,967 | 22,448,139 | (16,414,723) | 6,033,416 | |||
| Income tax expense | - | - | - | - | - | - | |||
| Loss after tax | 3,934,307 | (1,785,340) | 2,148,967 | 22,448,139 | (16,414,723) | 6,033,416 | |||
| Other comprehensive | |||||||||
| income | |||||||||
| Foreign currency gain | (988) | - | (988) |
(240) | - | (240) | |||
| Changes in the fair value | |||||||||
| of equity investments at | |||||||||
| fair value through other | |||||||||
| comprehensive income | 80,853 | - | 80,853 | 124,419 |
- | 124,419 | |||
| Total comprehensive loss | |||||||||
| for the period | 4,014,172 | (1,785,340) | 2,228,832 | 22,572,321 |
(16,414,723) | 6,157,595 | |||
| Loss per share | $0.02 | ($0.01) | $0.01 | $0.07 | ($0.05) | $0.02 | |||
| 31 December | 2024 | 30 | June | 2025 | |||||
| # | # | ||||||||
| Weighted average number of | shares used in basic earnings per share | 202,958,155 | 314,858,547 | ||||||
| Weighted average number of | shares used in diluted earnings p | er share | 202,958,155 | 314,858,547 |
Weighted average number of shares used in basic earnings per share Weighted average number of shares used in diluted earnings per share
10
RESOLUTION MINERALS LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2025
Statement of financial position
| Non-current assets Exploration and evaluation expenditure Net assets Equity Issued capital Reserves Accumulated losses Total equity |
30 June 2024 A$ Increase/ (Decrease) A$ 30 June 2024 Restated A$ 30 June 2025 A$ Increase/ (Decrease) A$ 30 June 2025 Restated A$ 19,172,848 (15,316,813) 3,856,035 2,412,914 (9,034) 2,403,880 19,412,173 (15,316,813) 4,095,360 2,975,478 (9,034) 2,966,444 |
|---|---|
| 33,346,081 - 33,346,081 37,480,409 (154,754) 37,325,655 1,069,081 - 1,069,081 2,946,197 (952,190) 1,994,007 (15,002,989) (15,316,813) (30,319,802) (37,451,128) 1,097,910 (36,353,218) |
|
| 19,412,173 (15,316,813) 4,095,360 2,975,478 (9,034) 2,966,444 |
3. EARNINGS PER SHARE
The weighted average number of shares for the purpose of diluted earnings per share can be reconciled to the weighted average number of ordinary shares used in the calculation of basic earnings per share as follows:
| 6 months to | 6 months to | |
|---|---|---|
| December 2025 | December 2024 | |
| Restated | ||
| Net loss for the period | (22,208,660) | (2,148,967) |
| Weighted average number of shares used in basic earnings per share | 1,473,558,511 | 202,958,155 |
| Weighted average number of shares used in diluted earnings per share | 1,473,558,511 | 202,958,155 |
| Loss per share – basic and diluted (cents) | 1.51 | 1.06 |
There were 1,015,230,509 options and performance rights outstanding at the end of the reporting period (2024: 151,844,438) that have not been taken into account in calculating diluted EPS due to their effect being anti-dilutive.
Subsequent issue of ordinary shares
On 27 February 2026, the Company issued 77,000,000 ordinary shares at an issue price of A$0.04 per share for the acquisition of the Remington mill and tungsten stockpiles. The shares rank equally with existing ordinary shares. The shares were issued after the reporting date and, accordingly, have not been included in the calculation of basic or diluted earnings per share for the year ended 31 December 2025.
Had the shares been in issue at the beginning of the reporting period, the weighted average number of ordinary shares outstanding would have increased from 1,473,558,511 to 1,550,558,511 which would have resulted in a reduction in basic earnings per share for the period ended 31 December 2025 to 1.43 cents per share.
4. NON-CURRENT ASSETS HELD FOR SALE
During the reporting period, the directors of Resolution Minerals resolved to sell the 64North project previously recognised as exploration and evaluation assets. In the year ended 30 June 2025, the carrying value had been impaired to $640,000, but based on the expected sale price, a previous impairment expense of $1,601,147 was reversed. The revised carrying value of the project at 31 December 2025 of $2,241,147 has been recognised in the statement of financial position, being its fair value less costs to sell. This was a level 2 measurement under the fair value hierarchy.
See subsequent event disclosure for details of the sale, which was completed in February 2026.
11
RESOLUTION MINERALS LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2025
5. EXPLORATION AND EVALUATION EXPENDITURE
| Opening balance Expenditure on exploration during the year Acquisition of projects – Cash / payable (i) Acquisition of projects – Shares/Options (i) Exploration expenditure impaired (ii) Exploration expenditure impairment reversal (iii) Cash Contributions from joint operations Transferred assets held for sale - Note 4 Exploration expensed Closing balance Expenditure is capitalised as follows: Group owned assets Joint operations Total exploration and evaluation expenditure |
31 December 2025 A$ 30 June 2025 Restated A$ 2,403,880 3,856,035 3,735,208 7,159 1,000,000 85,376 57,834,232 594,468 (1,356,605) (2,101,321) 1,601,147 -- - (11,593) (2,241,147) (25,000) (13,598) (1,244) |
|---|---|
| 62,963,117 2,403,880 |
|
| 62,963,117 1,763,880 - 640,000 |
|
| 62,963,117 2,403,880 |
-
i. On 29 July 2025, the Group completed acquisition of the Horse Heaven Project for the following consideration:
-
Issue of 444,812,889 shares with a fair value of $ $36,029,884 and 222,406,445 RMLOC options with a fair value of $13,344,388.
-
Total cash paid at settlement date of $600,000.
-
Total cash remaining to be paid 9 months after completion, which has been recognised as a current liability of $400,000.
-
Transaction costs associated with the acquisition satisfied by the issue of 60,000,000 ordinary shares with a fair value of $4,860,000 and 60,000,000 RMLCO options with a fair value of $3,600,000.
In the year ended 30 June 2025, the Company completed acquisition of the Drake East Antimony-Gold project (NSW), the Spur South Gold-Copper Project (NSW) and the Neardie Antimony-Gold project (QLD)
-
Issue of 25,000,000 shares with a fair value of $250,000.
-
Total cash paid at settlement of $70,000.
-
Transaction costs associated with the acquisition satisfied by the issue of 32,000 shares with a fair value of $29,091 and 56,363,636 RMLOC options with a fair value of $25,301.
ii. During the year ended 30 June 2025 the Group impaired its 64North and Allegra projects in Alaska and in the half year period to 31 December 2025 the impairment related to the relinquishment of tenements at its Benmara and George projects in the Northern Territory and South Australian.
iii. As outlined in note 4, an impairment reversal was recognised in relation to the 64 North exploration project which was reclassified to non-current assets held for sale as at 31 December 2025.
12
RESOLUTION MINERALS LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2025
6. SHARE CAPITAL
| (a) Issued and paid up capital Fully paid ordinary shares (b) Movements in fully paid shares Balance as at 1 July 2025 Share placements Shares issued as director remuneration Fair value of shares issued for project acquisition Fair value of shares issued for services / fees Option and performance rights exercised Capital raising costs Balance as at 31 December 2025 (a) Issued and paid up capital Fully paid ordinary shares (b) Movements in fully paid shares Balance as at 1 July 2024 Share Consolidation Shares on issue post consolidation Share Placements Shares issued as director remuneration Fair value of share issued for project acquisition Fair value of shares issued for services / fees Option and performance rights exercised Capital raising costs Balance as 30 June 2025 |
Number of shares 31 December 2025 A$ 2,019,494,053 115,202,508 2,019,494,053 115,202,508 Number $ 658,126,537 37,325,655 497,307,121 27,196,692 4,000,000 200,000 504,812,889 41,606,382 105,736,154 1,565,000 249,511,352 11,414,363 - (4,105,584) 2,019,494,053 115,202,508 Number of shares 30 June 2025 Restated A$ 658,126,537 37,325,655 |
|---|---|
| 658,126,537 37,325,655 |
|
| Number A$ 1,610,021,807 33,346,081 (1,408,768,931) - |
|
| 201,252,876 284,855,805 3,346,307 62,500,000 687,500 27,909,091 279,091 80,579,546 792,444 1,029,219 22,613 - (1,148,381) |
|
| 658,126,537 37,325,655 |
13
RESOLUTION MINERALS LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2025
7. RESERVES
| 7. RESERVES | |
|---|---|
| Reserves consist of: Share based payments (a) Financial assets at FVOCI Foreign currency translation Total |
31 December 2025 A$ 30 June 2025 Restated A$ 21,766,314 2,838,205 (844,546) (881,938) 35,936 37,740 |
| 20,957,702 1,994,007 |
Financial assets at FVOCI reserve
The revaluation reserve is used to recognise the movement in the fair value of financial assets designated at Fair Value through Other Comprehensive Income.
Foreign Currency translation reserve
The Group incurs costs in US$ primarily in relation to the 64North Project in Alaska and Horse Heaven in Idaho. The foreign currency reserve recognises movements in currency on translation between A$ and US$.
Share option and performance rights reserves
The share option reserve and performance rights reserves are used to recognise the fair value of all options and performance rights.
Movements in the Share based payments reserve are summarised below:
| Share Option Reserve Balance at 30 June 2025 Granted – Free attaching to share issue Granted – Employees Granted – Brokers Granted – Contractors Granted – Advisors Granted – Free -attaching placement / bonus to shareholders Granted – Project acquisition Vesting – Employees prior year Exercised Lapsed Balance at 31 December 2025 |
Number of Options A$ Weighted average exercise price |
|---|---|
| 427,072,970 2,682,413 $0.0397 |
|
| 2,000,000 - $0.100 3,000,000 61,768 $0.200 22,115,385 1,326,923 $0.018 13,495,000 393,242 $0.112 37,500,000 75,000 $0.018 228,730,102 - $0.074 282,406,445 16,944,388 $0.018 - 7,111 - (132,414,702) - $0.018 (81,963,441) (960,020) $0.120 |
|
| 801,941,759 20,530,825 $0.038 |
| Performance Rights Reserve Balance at 30 June 2025 Granted – KMP, employees and consultants Exercised Forfeited Lapsed Balance at 31 December 2025 (a) Total of Option / Performance Rights reserves |
Number of Rights A$ |
|---|---|
| 8,337,463 155,792 |
|
| 322,550,000 10,138,271 (117,096,650) (9,013,644) (375,000) (27,650) (127,063) (17,280) |
|
| 213,288,750 1,235,489 |
|
| 21,766,314 |
14
RESOLUTION MINERALS LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2025
8. SHARE BASED PAYMENTS
During the period to 31 December 2025, the Group issued 332,021,830 Share options, excluding free attaching options and 322,550,000 Performance Rights with varying terms and conditions. The details are summarised below:
Options
| tions | |||||
|---|---|---|---|---|---|
| Number of options granted |
Grant date | Vesting date and exercisable date Tranche |
Fair value per option at grant date |
Vesting Condition | |
| Project Acquisition | 55,601,611 | 25.07.2025 | 25.07.2025RMLOC Option price on date of issue |
$0.060 | N/A |
| Project Acquisition | 55,601,611 | 25.07.2025 | 29.10.2025RMLOC Option price on date of issue |
$0.060 | N/A |
| Project Acquisition | 55,601,611 | 25.07.2025 | 29.01.2026RMLOC Option price on date of issue |
$0.060 | N/A |
| Project Acquisition | 55,601,612 | 25.07.2025 | 29.07.2026RMLOC Option price on date of issue |
$0.060 | N/A |
| Project Acquisition - Brokers |
60,000,000 | 25.07.2025 | 25.07.2025RMLOC Option price on date of issue |
$0.060 | N/A |
| Brokers Fees | 22,115,385 | 25.07.2025 | 25.07.2025RMLOC Option price on date of issue |
$0.060 | N/A |
| Advisors | 12,500,000 | 25.07.2025 | 25.07.2025RMLOC Option price on date of issue |
$0.060 | N/A |
| Advisors | 10,000,000 | 29.07.2025 | 29.07.2025 H |
$0.039 | N/A |
| Contractor – A Zinsser | 500,000 | 01.07.2025 | Refer vesting condition I |
$0.008 | Commencement of 2 drill programs on the Horse Heaven project. |
| Contractor – A Zinsser | 500,000 | 01.07.2025 | Refer vesting condition J |
$0.005 | Commencement of 2 drill programs on the Horse Heaven project. |
| Contractor – A Zinsser | 500,000 | 01.07.2025 | Refer vesting condition K |
$0.004 | Commencement of 2 drill programs on the Horse Heaven project. |
| Contractor – A Zinsser | 500,000 | 01.07.2025 | Refer vesting condition L |
$0.003 | Commencement of 2 drill programs on the Horse Heaven project. |
| Staff – C Lindsay | 1,000,000 | 29.07.2025 | 17.07.2026 M |
$0.045 | Remain engaged for 12 months |
| Staff – C Lindsay | 1,000,000 | 29.07.2025 | 17.07.2026 N |
$0.041 | Remain engaged for 12 months |
| Staff – C Lindsay | 1,000,000 | 29.07.2025 | 17.07.2026 O |
$0.038 | Remain engaged for 12 months |
For the options granted (and vested) during the period, which were not listed options with an observable trading price (RMLOC) and where the fair value of services provided was unable to be otherwise determined, the Black Scholes model was used to calculate estimated fair values for the options.
Details of the options and inputs used to determine the estimated fair value of the contractor and staff options at the grant / measurement date were as follows:
| Share price | |||||||
|---|---|---|---|---|---|---|---|
| Tranche | Grant date | Original Expiry date |
value at grant / measurement |
Exercise price |
Dividend yield |
Risk-free interest rate |
Fair value at grant date |
| date | |||||||
| H | 06.08.2025 | 02.09.2028 | $0.067 | $0.09 | Nil | 3.38% | $0.039 |
| I | 30.06.2025 | 02.09.2026 | $0.052 | $0.15 | Nil | 3.27% | $0.008 |
| J | 30.06.2025 | 02.09.2026 | $0.052 | $0.20 | Nil | 3.27% | $0.005 |
| K | 30.06.2025 | 02.09.2026 | $0.052 | $0.25 | Nil | 3.27% | $0.004 |
| L | 30.06.2025 | 02.09.2026 | $0.052 | $0.30 | Nil | 3.27% | $0.003 |
| M | 17.07.2025 | 02.09.2030 | $0.063 | $0.10 | Nil | 3.52% | $0.045 |
| N | 17.07.2025 | 02.09.2030 | $0.063 | $0.15 | Nil | 3.52% | $0.041 |
| O | 17.07.2025 | 02.09.2030 | $0.063 | $0.20 | Nil | 3.52% | $0.038 |
The expected volatility for tranches H through to O ranges between 100% and 158%.
15
RESOLUTION MINERALS LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2025
Performance rights
| Number | Grant / | Expiry of milestone | Tranche | Fair value per | Total fair value | |
|---|---|---|---|---|---|---|
| measurement | achievement | right | ||||
| Date | ||||||
| Advisors1 | 115,000,000 | 29.07.2025 | 24.10.2025 | A | $0.078 | $8,970,000 |
| Advisors | 85,000,000 | 02.09.2025 | 20.03.2028 | B | $0.042 | $3,570,000 |
| Advisors | 4,500,000 | 02.09.2025 | 20.03.2028 | C | $0.043 | $24,968 |
| Advisors | 3,000,000 | 02.09.2025 | 24.02.2029 | D | $0.042 | $126,000 |
| Advisors | 2,250,000 | 02.09.2025 | 28.07.2029 | E | $0.041 | $92,250 |
| Advisors | 1,800,000 | 02.09.2025 | 31.10.2029 | F | $0.041 | $73,800 |
| Contractors – A Zinsser | 1,000,000 | 02.09.2025 | 10.11.2026 | G | $0.045 | $45,000 |
| Directors | 100,000,000 | 02.09.2025 | 20.03.2028 | H | $0.043 | $554,838 |
| J Kopias | 5,000,000 | 02.09.2025 | 20.03.2028 | H | $0.043 | $27,742 |
| Other staff | 1,000,000 | 02.09.2025 | 20.03.2028 | H | $0.043 | $5,548 |
| Other Staff | 4,000,000 | 02.09.2025 | 02.10.2026 | I | $0.041 | $164,033 |
1 These performance rights vested and were exercised during the reporting period.
Tranche Performance Rights Vesting Conditions
Vest upon the first to occur of the following:
-
(a) the volume weighted share price of the Company’s shares, as traded on ASX, being equal to or exceeding $0.08 per share over
-
A / B 10 consecutive trading day period;
-
(b) the Company successfully listing on NASDAQ; or
-
(c) the Company raising a minimum of A$20 million in equity, debt or quasi-debt funding
-
Vest upon the Company’s Shares achieving a volume weighted average price (VWAP) per Share of $0.10 calculated over 20
-
C consecutive trading days on which the Shares have actually traded
-
Vest upon the Company’s Shares achieving a VWAP of $0.15 calculated over 20 consecutive trading days on which the Shares have
-
D actually traded
-
Vest upon the Company’s Shares achieving a VWAP of $0.20 calculated over 20 consecutive trading days on which the Shares have
-
E actually traded
-
Vest upon the Company’s Shares achieving a VWAP of $0.20 calculated over 20 consecutive trading days on which the Shares have
-
F actually traded
-
Vest upon the 12-month anniversary of employment with the Company, or upon the Company’s shares trading at a minimum $0.20
-
G for a continuous period of 20 trading days.
Vest upon the first to occur of the following:
-
(a) Company announces inferred Mineral resource of
-
(i) at least 1,000,000 ounces of contained gold (for example approximately 15,600,000 tonnes at 2 grams per tonne); or
-
H (ii) of at least 100,000 tonnes of contained antimony (for example, 10,000,000 million tonnes at 1.0% Sb); or
-
(iii) of at least 10,000 tonnes of contained tungsten (for example, 2 million tonnes at 0.5% WO3), or
-
(b) the Company’s Shares achieving a volume weighted average price (VWAP) per Share of $0.10 calculated over 20 consecutive trading days on which the Shares have actually traded.
-
2,500,000 vest upon remaining engaged by company for 13 months
-
I 1,500,000 vest upon remaining engaged by company for 13 months or completion of 2 x substantial drilling programs
16
RESOLUTION MINERALS LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2025
Details of the performance rights and inputs used in the Monte Carlo model to determine the estimated fair value of the contractor and staff performance rights at the grant date were as follows:
| Tranche | Grant / measurement Date |
Original Expiry date |
Share price value at grant date |
Exercise price |
Right life | Risk-free interest rate |
Fair value at grant date |
|---|---|---|---|---|---|---|---|
| A | 29.07.2025 | 31.12.2027 | $0.079 | Nil | 2.42 | 3.431% | $0.078 |
| B | 02.09.2025 | 02.09.2030 | $0.057 | Nil | 5.00 | 3.435% | $0.042 |
| C/H | 02.09.2025 | 02.09.2030 | $0.057 | Nil | 5.00 | 3.435% | $0.043 |
| D | 02.09.2025 | 02.09.2030 | $0.057 | Nil | 5.00 | 3.435% | $0.042 |
| E | 02.09.2025 | 02.09.2030 | $0.057 | Nil | 5.00 | 3.435% | $0.041 |
| F | 02.09.2025 | 02.09.2030 | $0.057 | Nil | 5.00 | 3.435% | $0.041 |
| G | 02.09.2025 | 31.12.2026 | $0.057 | Nil | 1.33 | 3.435% | $0.045 |
| I | 02.09.2025 | 02.09.2030 | $0.057 | Nil | 5.00 | 3.435% | $0.041 |
The expected volatility for tranches A through to I ranges between 100% and 158%.
9. OPERATING SEGMENTS
The Group has the following operating segments:
-
Australia copper and cobalt exploration – represented by:
-
Northern territory – Wollogorang and Benmara Projects
-
NSW – Spur South and Drake Projects exploration
-
United States Gold and Antimony - represented by
-
64North Project in Alaska
-
Horse Heaven Project in Idaho
31 December 2025
| Income Interest income Expenses Exploration expense Impairment expense Impairment reversal Total expenses Profit / (Loss) before tax Statement of financial position Exploration and evaluation All other assets Total assets Total liabilities Net assets |
Australia A$ USA A$ - - (33,681) (97,223) (1,356,605) - - 1,601,147 - - |
Unallocated A$ 96,122 - - - (22,418,420) |
Total A$ 96,122 (130,904) (1,356,605) 1,601,147 (22,418,420) |
| (1,390,286) 1,503,924 |
(22,322,298) | (22,208,660) | |
| 406,968 62,556,149 - 2,241,147 |
- 18,701,717 |
62,963,117 20,942,864 |
|
| 406,968 64,797,296 |
18,701,717 | 83,905,981 | |
| - 922,418 |
4,407,931 | 5,330,349 | |
| 406,968 63,874,878 |
14,293,786 | 78,575,632 |
17
RESOLUTION MINERALS LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2025
| 31 December 2024 Income Interest income Other income Expenses Exploration expense Total expenses Profit / (Loss) before tax Statement of financial position Exploration and evaluation All other assets Total assets Total liabilities Net assets |
|||
|---|---|---|---|
| Australia A$ USA A$ - - - - (389) - - - |
Unallocated A$ 908 22,041 - (2,171,527) |
Total A$ 908 22,041 (389) (2,171,527) |
|
| (389) - |
(2,148,578) | (2,148,967) | |
| 2,285,715 16,993,070 - - |
- 394,240 |
19,278,785 394,240 |
|
| 2,285,715 16,993,070 |
394,240 | 19,673,025 | |
| 340,440 - |
332,727 | 673,167 | |
| 1,945,275 16,993,070 |
61,513 | 18,999,858 |
10. COMMITMENTS AND CONTINGENT LIABILITIES
In order to maintain rights of tenure to exploration permits, the Group has certain obligations to perform minimum exploration work and expend minimum amounts of funds. The Group’s exploration commitments are related to the Australian Carrara Range and the George projects:
| nd the George projects: | |
|---|---|
| Within one year Within two years to five years Total |
31 December 2025 A$ 30 June 2025 A$ 56,666 505,266 113,334 397,634 |
| 170,000 902,900 |
The Group has no contingent liabilities at reporting date.
11. GOING CONCERN BASIS OF ACCOUNTING
The interim financial report has been prepared on the basis of a going concern. During the six months ended 31 December 2025, the consolidated group recorded a net cash outflow from operating and investing activities of $14,400,972 and an operating loss of $22,208,660. These conditions give rise to a material uncertainty that may cast significant doubt upon the Group’s ability to continue as a going concern.
The ability of the Group to continue to pay its debts as and when they fall due is dependent upon the entity successfully continuing the development of its exploration assets or raising additional funds which may be from a variety of means inclusive of, but not limited to issue of new equity, debt, asset sales or entering into joint venture arrangements on mineral properties.
The Directors believe it is appropriate to prepare these accounts on a going concern basis because Directors will not commit to expenditure unless sufficient funding has been sourced. Further, the Company has negotiated payment terms with a number of suppliers to manage its cash position. Resolution intends to fund ongoing operations via a number of strategies, including, but not limited to, raising further funds, sale of listed investments, reduction in commitments through sale or JV of existing tenure.
18
RESOLUTION MINERALS LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2025
If additional capital is not obtained, the going concern basis may not be appropriate, with the result that the Group may have to realise its assets and extinguish its liabilities, other than in the ordinary course of business and at amounts different from those stated in the interim financial report. No allowance for such circumstances has been made in the Interim Financial Report.
12. EVENTS ARISING SINCE THE END OF THE REPORTING PERIOD
Since 31 December 2025 the following subsequent events have occurred:
-
The Company agreed to the sale of its non-core 64North Project in Alaska for US$1.5 million in cash consideration to a wholly owned subsidiary of Northern Star Resources Ltd (ASX:NST). Settlement of the sale occurred on 4 February 2026.
-
On 3 February 2026, the Company lodged an application for dual listing on NASDAQ.
-
On 27 February 2026, the Company completed the acquisition of the Remington mill and tungsten stockpiles via payment of $US1,150,000 and issue of 77,000,000 RML shares and 38,500,000 RMLOD options as project consideration and associated fees.
There are no other matters or circumstances that have arisen since 31 December 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 other than described above.
19
RESOLUTION MINERALS LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2025
Directors’ Declaration
In the opinion of the Directors of Resolution Minerals Ltd:
-
a) the Consolidated Financial Statements and notes of Resolution Minerals Ltd are in accordance with the Corporations Act 2001 (Cth) , including:
-
i. giving a true and fair view of its financial position as at 31 December 2025 and of its performance for the half-year ended on that date; and
-
ii. complying with Accounting Standard 134 Interim Financial Reporting ; and
-
b) there are reasonable grounds to believe that the Company will be able to pay its debts when they become due and payable.
Signed in accordance with a resolution of the Directors:
Aharon Zaetz Executive Director
Adelaide 16 March 2026
20
RESOLUTION MINERALS LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2025
Independent Review Report
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RESOLUTION MINERALS LTD CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2025
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