S2 RESOURCES LTD — Annual Report 2023

Oct 15, 2023

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ANNUAL REPORT for the Year Ended 30 June 2023

S2 RESOURCES LTD ABN 18 606 128 090

Annual Report 2023

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Corporate Directory

Directors Mark Bennett Executive Chairman Jeff Dowling Non-Executive Director Anna Neuling Non-Executive Director Company Secretary Andrea Betti Principal Office Level 14, 333 Collins Street, Melbourne, Victoria 3000 Telephone: +61 8 6166 0240 Website: www.s2resources.com.au Registered Office Level 2, 22 Mount Street, Perth, Western Australia 6000 Auditor BDO Audit (WA) Pty Ltd Level 9 Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000 Telephone: (08) 6382 4600 Share Registry Computershare Investor Services Pty Limited Level 17, 221 St Georges Terrace Perth, Western Australia 6000 Telephone: 1300 787 575 Stock Exchange Listing S2 Resources Ltd shares are listed on the Australian Securities Exchange. ASX Code S2R

Annual Report 2023

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Contents

Chairmans Review .................................................................................................................................... 1 Operations Review ................................................................................................................................... 3 Directors Report ................................................................................................................................................. 15 Consolidated Statement of Profit or Loss and Other Comprehensive Income ............................................. 30 Consolidated Statement of Financial Position ........................................................................................... 31 Consolidated Statement of Changes in Equity ........................................................................................... 32 Consolidated Statement of Cash Flows..................................................................................................... 34 Notes to the Consolidated Financial Statements ....................................................................................... 35 Directors’ Declaration ............................................................................................................................. 60 Auditor’s Independence Declaration ........................................................................................................ 61 Independent Auditor’s Report ................................................................................................................. 62 Additional ASX Information .................................................................................................................... 66 Competent Persons Statement ................................................................................................................ 71

Annual Report 2023

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Chairman’s Review

First and foremost, I would like to acknowledge the patience of our shareholders, who have spent the year waiting for the granting of the Greater Fosterville exploration licence application in Victoria. I am pleased to say this was granted on 4[th] October 2023, and exploration will commence in late October.

Our overall strategic objective is to create value for shareholders through exploration success. Our strategy comprises three components. Firstly, we aim to focus our time and money on the three key projects we believe are capable of delivering significant exploration success – namely the Greater Fosterville gold project in Victoria, the Koonenberry nickelcopper project in New South Wales, and the Jillewarra gold project in Western Australia. Secondly, we are always looking out for new opportunities that have the potential to create value and that can replace those we feel we have tested sufficiently. Thirdly, we objectively divest those that are non-core, and either monetise them to provide funding for our core projects or retain a no cost or low cost slice of the pie to be exposed to potential future value uplift through exploration funded by others. Examples of this during the year include the farmout and sale of various tenements in Finland to Kinross Gold Corporation, and the vending of two of our non-core Western Australian projects for a significant shareholding in a company that intends to list on the Australian Securities Exchange prior to end June 2024. Our activities are described in full in the Operations section of this report, and are summarised below.

Greater Fosterville, Victoria

During the year much time and effort was spent negotiating and formalising exploration access agreements with the two traditional owner groups whose territories cover the Greater Fosterville licence area. These agreements were preconditions for the grant of the licence. Additionally, an agreement pertaining to special conditions imposed on the licence by the minister, was formalised with the Dja Dja Wurrung people, whose claim covers 93% of the licence area. Whilst not a prerequisite for the granting of the licence, this agreement is a necessary precondition for commencing onground exploration activities once the licence is granted. The Company has forged good relationships with the traditional owner groups and looks forward to working together and continuing our association now the licence is granted. The company can now formally commence negotiations with landholders with a view to accessing an array of compelling gold targets on the same geological structures that host the high grade Fosterville orebodies, and in some cases, immediate strike and plunge projections of them. In the short term, we will commence drilling from roadsides.

Koonenberry, New South Wales

The exploration licence applications that comprise the Koonenberry project in far northwestern New South Wales were granted late in the year, and the Company has since begun meeting pastoral lease holders to formalise access agreements to conduct exploration, which is expected to commence in October/November 2023. The project area is prospective for the discovery of magmatic nickel-copper-cobalt-PGE sulphide mineralisation, comprising mafic-ultramafic intrusions with known occurrences of magmatic sulphides in a setting reminiscent of the Fraser Range belt of Western Australia (where the S2 team discovered the Nova-Bollinger nickel-copper mine as Sirius Resources), the Circum-Superior belt of northern Canada (which hosts the giant Raglan and Thompson nickel districts), and the Pechenga belt of northwestern Russia (which hosts numerous large nickel sulphide deposits). It represents a significant belt-scale opportunity.

Jillewarra, Western Australia

The company is earning a 70 percent interest in the Jillewarra project from private company Black Raven Resources. We have spent much of the year continuing to negotiate a Heritage Protection Agreement with the traditional owners of the area in order to enable the grant of key exploration licence applications over what is considered the most gold-prospective part of the project. Although we have previously drilled several small, high grade prospects, our current focus is a relatively unexplored major north-northeast striking shear zone that has similarities to those that host Westgold’s Big Bell gold mine (to the south west) and Northern Star’s Thunderbox gold mine (also discovered by the S2 team when with LionOre). This particular target area is one of very few under- or ineffectively explored district-scale gold opportunities remaining in the Yilgarn craton. Once we have concluded these negotiations and the tenements are granted, we plan to commence a large reconnaissance aircore drilling program to test the 35 kilometres of concealed shear zone within our tenure.

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Polar Bear nickel rights, Western Australia

The company drilled ten diamond core holes to test various electromagnetic conductors and geological targets at Polar Bear during the year. These successfully intersected prospective ultramafic rocks with zones of disseminated nickel sulphides, but failed to find economic grades and widths of mineralisation, as detailed in the operations section of this annual report. Much of the Polar Bear area remains uncovered by EM so there is still considerable potential, especially given the abundance of disseminated nickel sulphide encountered in the area tested to date.

Central Lapland Greenstone Belt, Finland

The Company retains a strategic landholding in the mineral-rich Central Lapland Greenstone Belt of northern Finland, but recognises that it cannot be everywhere and do everything. To this end, we have been systematically divesting parts of the package, either by sales of tenements or farmouts. In this way, we are able to not only reduce our financial commitments, but we are able to either monetise these non-core assets and use the proceeds to fund our key projects or retain a no or low cost minority interest to benefit from exploration funded by third parties. Kinross Gold Corporation and Rupert Resources continued exploring and earning in to our ground during the year, and we also sold two exploration licence applications to Kinross for cash.

Yilgarn nickel-copper-PGE targets, Western Australia

The Company signed a binding agreement with Pacific State Metals (Holdings) Ltd (“Pacific State”) to vend its West Murchison and Fraser Range tenements into Pacific State. Pacific State is an unlisted Australian-incorporated public company that has indicated to S2 that it has an intention to list on the Australian Securities Exchange (“ASX”) by 30 June 2024.

In return for the sale of its West Murchison and Fraser Range tenements to Pacific State, S2 has received 7 million ordinary fully paid shares in the issued capital of Pacific State, representing approximately 28.6% of Pacific State’s issued capital. Based on an agreed proforma capital structure post the planned initial public offering (IPO) on ASX, it is expected that S2 will hold approximately 13% of the issued capital in Pacific State post-completion of the IPO. This will provide the Company with exposure to exploration upside at these projects and others in Pacific State’s project portfolio, whilst eliminating the holding costs and thereby enabling us to focus our spend on our core projects.

Summary

We have maintained our approach of prudent financial management to ensure we remain well funded to explore whilst defraying costs wherever possible.

In summary, our aim remains the same. It is to make substantial discoveries capable of having a significant impact on the value of the company and return on investment for its shareholders. We have the capability of finding these and developing them into mines should they be financially robust, technically low risk, environmentally responsible, and beneficial to local communities and traditional owners. Although we have not yet made that company making discovery, we continue to diligently work towards that end. I sincerely thank our loyal shareholders for their patience and look forward to an active and successful 2024.

Mark Bennett Executive Chairman

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Operations Review

AUSTRALIAN PROJECTS

Greater Fosterville, Victoria (S2 100%)

S2’s 100% owned subsidiary, Southern Star Exploration Pty Ltd, was the winner of the highly competitive tender for Block 4 in the Victorian Government North Central Victoria Gold ground release and has had this granted as Exploration Licence (EL) 7795 over the ground surrounding Agnico Eagle’s (Agnico) world class Fosterville gold mine. The EL covers an area of 394km², extending 55 kilometres north to south, and abutting and surrounding Agnico’s mine lease (Figure 1). Agnico’s Fosterville gold mine includes the Swan Zone that had an initial Mineral Ore Reserve of 2.34Moz of gold at a grade of 49.6g/t (refer to the NI 43-101 Report dated 31 December 2018). By virtue of its position surrounding Agnico’s mine lease, its size, and its inherent prospectivity, EL7795 is a highly strategic asset that includes extensions of the stratigraphy and key structures which host the Fosterville mine mineralisation, as well as several known gold occurrences (Figure 2).

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Figure 1 . Regional map of the Victorian Goldfields showing the location of EL7795 together with recently granted EL8074 and further applications EL8166, 8167 & 8292, together with the Fosterville mine and gold endowment of selected fields.

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Figure 2 . Map of EL7795 showing gold deposits/occurrences/prospects, key structures and the favourable corridor for gold mineralisation west of the Redesdale Fault.

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In July 2023 the Company advised that the final prerequisite agreement with the traditional owners had been executed. This agreement with the Taungurung Land and Waters Council (TLaWC) is a Deed of Exploration (“Deed”) pursuant to the Traditional Owner Settlement Act 2010 (TOSA) and Taungurung Land Use Activity Agreement (LUAA) and is the first of its kind between TLaWC and a mineral exploration company. This Deed, together with an earlier agreement signed with the Dja Dja Wurrung Aboriginal Corporation (DJAARA) traditional owners, was the final agreement required by the Victorian Government as a prerequisite for processing the Company’s application for EL7795.

This was supplemented by the execution of an agreement with DJAARA on 12th April 2023 covering special conditions stipulated by the Victorian Government as part of the North Central Victorian Gold (NCVG) ground release tender process. While this was not a prerequisite for the grant of EL7795, it is required to commence work on Dja Dja Wurrung land within the licence. The Dja Dja Wurrung land covers 93% of EL7795 and will be the focus for exploration activities.

The Exploration Licence was granted on 4[th] October 2023.

EL7795 has been supplemented by the granting of a second licence, EL8074, which is along trend from the >20 million ounce Bendigo goldfield. A further licence, EL8292, is under application.

As winners of the tender for Block 4, S2 also inherited a substantial amount of data acquired by previous explorers over the area, including the relatively recent exploration work undertaken by Kirkland Lake Gold (the owner of Fosterville prior to its acquisition by Agnico) on the previous tenement before it expired.

This data includes extensive and high quality geophysical and geochemical surveys such as gravity, induced polarisation (IP), electromagnetic (EM), seismic, magnetic and LIDAR surveys, which are being used to generate drill targets. The inheritance of such a significant amount of data represents a huge saving for the Company in terms of time and money that would otherwise be required to get it to the point of having drill ready targets for testing.

It also includes drilling data and drill core from holes drilled immediately prior to the expiry of the previous tenement, which although widely spaced and/or shallow and/or highly localised, have identified gold mineralisation in several locations. Consequently, the Company has a range of targets at various stages of definition up to and including defined prospects simply requiring further drilling to determine the extent and quality of gold mineralisation at those locations.

In addition to the immediate drill targets, detailed evaluation of the extensive dataset inherited has highlighted the success of IP chargeability ground geophysics as a tool for identifying anomalies related to alteration proximal to gold mineralisation. The historic dipole-dipole IP-resistivity data, which is publicly available on the Geological Survey of Victoria discovery Portal, includes 13 lines located on EL7795 that traverse several mineralised trends and which in places extend across Agnico Eagle’s mine lease where they highlight the highgrade Swan Zone and the down plunge position of the Curie Zone currently being drilled out by Agnico Eagle from underground (Figure 3).

Inversion modelling shows chargeability anomalism coincident with several known mineralised structures, including the Sugarloaf, Fosterville, O’Donnell’s, O’Dwyer’s and Goornong trends. Most anomalous chargeability responses are broad and extend close to surface. Possible sources for these chargeability responses include hydrothermal sulphide alteration associated with favourable structures (such as hinge structures and limb thrusts) which often localise quartz veining and gold mineralisation, or stratigraphic responses localised around hinge zones, proximal to gold mineralisation. In combination with analysis and interpretation of historic drilling and surface geochemistry the chargeability surveys appear to provide a primary response related to mineralisation that can be used to prioritise and vector towards gold mineralisation at specific locations along these known trends.

S2 plans to use this data to guide drill testing once it has secured land access agreements. New chargeability surveys will also be undertaken as a district-scale tool that could rapidly highlight priority target areas along the

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aggregated hundreds of strike kilometres of prospective structures within the main gold corridor north and south of Agnico’s Fosterville gold mine (Figure 2), that can then be drill tested, in addition to the already identified walk-up targets.

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Figure 3 . 3D view looking NNW showing mineralised trends at the Fosterville Gold Mine that extend into S2’s EL7795 application and the chargeability inversion models that highlight anomalies associated with alteration associated with known gold mineralisation on the Fosterville mine lease, and as yet undrilled positions on, or trending into, S2’s EL7795, such as the Sugarloaf trend, the Goornong trend, and the extensions of the O’Donnell’s trend and O’Dwyer’s trend, which hosts the Robbins Hill/Curie gold zone currently being mined by Agnico. Anything coloured yellow or hotter is anomalous.

Koonenberry, New South Wales (S2 100%)

S2 has three Exploration Licences covering 2,712 square kilometres, located 130km northeast of Broken Hill in northern New South Wales (NSW), with the Silver City Highway passing through the centre of the project area. As an early mover into the area, S2 has been able to acquire approximately 140 kilometres strike extent of the most prospective and accessible part of the Koonenberry Belt, which hosts a series of mafic-ultramafic sills that have intruded the late Proterozoic to Cambrian Mt Arrowsmith volcanics (Figure 4).

The project area covers a coincident gravity and magnetic ridge, interpreted to represent a slice of crust comprising numerous mafic and ultramafic intrusions, of a similar scale to the Fraser Complex within the AlbanyFraser Belt that contains the intrusion hosting Nova. Whereas the Albany-Fraser Belt is Proterozoic in age and wraps around the southeastern margin of the Yilgarn Craton, the Koonenberry Belt is late Proterozoic to Cambrian in age and wraps around the northeastern margin of the Curnamona Craton (Figure 5). Both are accretionary mobile belts containing nickel prospective stratigraphy.

Koonenberry contains early breakup gabbros and comagmatic orthocumulate ultramafic picrite sills and intrusions similar in age and petrography to those that host nickel sulphide mineralisation in the Russian Pechenga nickel-copper-PGE district, that contains roughly 25 Ni-Cu-PGE mines containing approximately 4.7 million tonnes of nickel and 2.4 million tonnes of copper, mainly localised in the basal sections of the thicker ferropicrite sills and intrusions.

The belt also resembles other magmatic Ni-Cu-PGE sulphide endowed belts such as the Circum-Superior Belt of Canada, (which is also an accretionary mobile zone wrapped around the northern margin of the Superior Craton) which hosts the giant Raglan and Thompson Ni-Cu camps. In fact, this was the model that the S2 team (then as Sirius Resources) used to identify the prospectivity of the Fraser Range, leading to the discovery of Nova.

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Figure 4. Regional magnetic image showing northwest striking linear grain reflecting abundant sills intruding the belt.

Previous exploration for nickel-copper-PGE mineralization within the project has been limited, restricted to small, focused areas, whilst the greater project area remains largely untested. Despite this, early-stage exploration by Vale-Inco between 2005 and 2010, detected the presence of nickel sulphides in the limited drilling completed by the company, confirming the prospectivity of the greater project area.

In late June2023 S2 received notification from the New South Wales (NSW) Department of Mining, Exploration and Geoscience (DMEG), that the three exploration Licences (EL’s) were granted. Initial meetings have since been held with owners of various large pastoral leases that cover the project area, the majority of which were positive, and finalisation of access arrangements is ongoing over key areas to allow commencement of on-ground exploration activities, including regional mapping, soil, and rock chip sampling as well as systematic ground EM coverage over prioritised target areas.

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Figure 5. Location map of the Koonenberry Belt showing and a comparison to the Fraser Zone of the Fraser Range which hosts the Nova-Bollinger deposit. The Koonenberry Belt is located on the north-eastern margin of the Curnamona Craton.

Polar Bear, Western Australia (S2 100% nickel rights)

S2 holds the nickel (and associated base metal and PGE) rights over an area of 435 square kilometres at the Polar Bear project, which covers the southeast extension of the prolific Kambalda and Widgiemooltha nickel belts (Figure 6). S2 retained these rights when it sold the Polar Bear project (comprising the Polar Bear and Norcott projects and the Eundynie Joint Venture) to Higginsville Gold Operations (now owned by Karora Resources Inc.). The project area hosts three known zones of nickel sulphide mineralisation, associated with cumulate facies ultramafic channels, at the Halls Knoll, Taipan and Gwardar prospects.

Prior to the current exploration effort, S2 and its predecessor Sirius Resources (“Sirius”), had intermittently drilled only 10% of the prospective ultramafic stratigraphy for nickel at Polar Bear, due to most of it being located beneath salt lake sediments, which had previously inhibited the effective use of conventional electromagnetic (EM) geophysics techniques.

S2 completed a moving loop electromagnetic (MLEM) survey in the September 2022 Quarter, using a low temperature superconducting quantum interference device (SQUID) instrument. The survey identified six new conductors considered prospective for nickel sulphide mineralisation based on independent evidence such as lithology, geochemistry and stratigraphic position (Figure 7).

S2 completed a 10-hole diamond drilling program, testing six moving loop electromagnetic (MLEM) conductors and four geological targets after securing a rig capable of drilling on the lake surface. Drilling confirmed the presence of significant accumulations of prospective ultramafic stratigraphy – namely high magnesium cumulate channel facies ultramafics - with frequent occurrences of trace to disseminated nickel sulphide mineralization, attesting to the fertility of these rocks.

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Drill testing of the six EM conductors has successfully identified one new zone of nickel sulphide in SPBD0370, targeting EM conductor PBC22-1, located approximately one kilometre east of the Halls Knoll prospect. The hole intersected a zone of disseminated sulphides within ultramafic, immediately above a sulphidic shale (uphole from the modelled conductor), which returned 3.8 metres @ 0.3% nickel, 0.03% copper and 0.09 g/t Pt+Pd from 47.2 metres, and 10.84 metres @ 0.43% nickel, 0.05% copper and 0.26 g/t Pt+Pd from 55.11 metres.

Hole SPBD0373, drilled at the northern end of the Halls Knoll mineralisation, intersected a broad zone of channel facies ultramafic from approximately 100 metres, including multiple zones of trace to disseminated sulphides (pyrrhotite -pentlandite) from approximately 200 metres, but was terminated after it became apparent the hole was drilling in a suboptimal orientation with respect to stratigraphy.

Despite being drilled in a suboptimal orientation, this hole has expanded the extent of known sulphides a further 120 metres vertically, to a depth of approximately 260 metres below surface, with assay results returning 12.81 metres @ 0.53% nickel, 0.03% copper and 0.13 g/t Pt+Pd from 257.19 metres and 4.03 metres @ 0.36% nickel, 0.02% copper and 0.09 g/t Pt+Pd from 294.97 metres.

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Figure 6 . Location map of the Polar Bear Project relative to the Kambalda and Widgemooltha nickel fields, showing distribution of prospective ultramafic stratigraphy (in pink) and location of S2’s prospects.

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Figure 7 . Summary of significant drill results from the recently completed diamond drill holes relative to electromagnetic conductors identified in the 2022 SQUID EM survey at the Polar Bear Project, over regional magnetics and interpreted geology.

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Jillewarra Joint Venture (S2 earning up to 70%)

S2 is earning a majority interest in the Jillewarra project which covers 793 square kilometres of gold and base metal prospective greenstones situated approximately 50 kilometres west of Meekatharra in the Murchison Goldfields of Western Australia. A prospectivity review and targeting exercise has identified a high priority target zone along a 35-kilometre strike extent of the Karbah Shear Zone (KSZ), a regionally significant NNE trending striking shear zone, that can be traced to the Big Bell gold mine to the SSW. The KSZ is obscured by recent cover within the project area and review of historical exploration indicates only limited previous exploration over the target area.

The tenements covering the KSZ are currently in application and S2 is working with the Ngoonooru Wajarri (the traditional owners over the project area) to allow for the grant of the tenements.

West Murchison and Fraser Range projects, Western Australia (S2 100%)

The Company has three exploration licenses covering 176 square kilometres of the Fraser Range nickel province. The licenses are located 40 to 80 kilometres to the northeast of the Nova-Bollinger nickel-copper mine (discovered by S2’s predecessor, Sirius Resources in 2012).

The West Murchison project comprises three Exploration Licences covering 693 square kilometres over interpreted mafic-ultramafic intrusions prospective for magmatic nickel-copper-PGE mineralisation. Five priority target areas were identified based on magnetic anomalies and presence of mafic-ultramafic rocks in outcrop.

Subsequent to the end of the year, the Fraser Range and West Murchison tenements were vended into unlisted company Pacific State Metals (Holdings) Pty Ltd (PSMH) for a consideration of 7 million PSMH shares. Based on a nominal 20 cent share valuation this transaction was valued at A$1.4 million. The PSMH shares were issued to S2’s subsidiary Dark Star Exploration Pty Ltd. As a result, S2 has a 28.6% shareholding in PSMH, which, based on an agreed proforma capital structure post a planned Initial Public Offering (IPO) before 30[th] June 2024, will represent an approximate 13% holding in the listed entity post-IPO.

Three Springs, Western Australia (S2 100%)

S2 relinquished the two Exploration Licenses at its Three Springs project following assessment of the results from work completed the previous year.

FINLAND PROJECTS

Central Lapland Greenstone Belt, Finland (100% S2)

S2 currently holds a 100% interest in 289 square kilometres in the prospective Central Lapland Greenstone Belt (“CLGB”) of northern Finland via a mix of granted Exploration Licences and Exploration Licence applications (Figure 8). The licences cover areas that has not been extensively or effectively explored in the past, despite the CLGB hosting “world-class” gold and nickel-copper-cobalt-PGE deposits, including Agnico Eagle’s 7.4-million-ounce Kittilä gold mine, Boliden’s 298 million tonne Kevitsa copper-nickel-gold-PGE mine and Anglo American’s 44 million tonne Sakatti nickel-copper–PGE deposit.

In June 2023, S2 sold two Exploration Licence Applications (ELA’s) to KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporation (“Kinross”) (KGC.NYSE, K.TSX), after Kinross exercised its Right Of First Refusal (ROFR), held over a series of tenements under the terms of its farm-in agreement with S2. Kinross elected to exercise its ROFR following receipt of an offer by a third party. The ELA’s being sold to Kinross represented approximately 15% of S2’s total ground holdings in Finland.

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The sale is part of an ongoing broader strategic rationalisation of the Company’s Finnish assets aimed at maximising their value via monetisation, maintaining exposure to future success via joint ventures and other corporate transactions, and minimising holding costs. To this end, the Company is actively assessing various options relating to its remaining 100% owned tenements which cover 301 square kilometres of ground, including the Paana tenements which contain the Aarnivalkea gold prospect.

In addition, S2 has active farm-in agreements with north American major gold producer Kinross and Canadian explorer Rupert Resources (“Rupert”) (RUP.TSX). Under the terms the respective agreements, Kinross can earn a 70% interest in the Palvanen-Mesi block (58 square kilometres) by spending US$6.5 million (approximately A$9.3 million) and Rupert can spend up to €3.4 million (approximately A$5.3 million) to earn a 70% interest in the Sikavaara East and Sikavaara West licences (37 square kilometres).

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Figure 8. Location map showing S2’s landholding in the Central Lapland Greenstone Belt, Finland. The map shows the areas related to the Rupert and Kinross earn-in agreements. The map also shows neighbouring companies, mines and defined resources. Resources and are sourced from public company statements.

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Kinross Farm-in Agreement, Finland (S2 100%, reducing to 30%)

In June 2021, S2 entered into a farm-in option agreement with Kinross on four Exploration Licence and licence applications covering an area of 83 square kilometres prospective for gold mineralisation. Under the agreement, Kinross can spend up to US$9.5 million to earn a 70% interest in the Palvanen/Mesi and Home blocks, with a minimum expenditure requirement of US$3.5 million over the first 3 years.

The Palvanen/Mesi block is located immediately south of Agnico Eagle’s 7.4Moz Kittila gold mine and incorporates the southern extensions of the Kiistala Shear Zone, a key structural control of mineralisation at the mine. The Home block is located along the east-west trending Sirkka Thrust Zone which hosts multiple gold occurrences including Rupert’s recently discovered 3.95Moz Ikkari gold deposit.

During the year, Kinross completed Base of Till (BoT) drilling and diamond drilling on the Palvanen/Mesi block. Kinross has completed 29 diamond drillholes, intersecting low level gold mineralisation along a series of NNE trending shear zones, including the Pahaslethto Shear and the Kiistila Shear (hosts to Agnico’s Kiitila gold mine to north), including a best result of 4 metres @ 0.78 g/t Au, and 4.45 metres @ 1.2 g/t gold from 131.55 metres, including 1.45 metres @ 2.2 g/t gold from 131.55 metres in PM-22-029DD.

In December, Kinross advised S2 that it was withdrawing from the Home project block.

Rupert Farm-in Agreement, Finland (S2 100%, reducing to 30%)

In August 2021, S2 entered into a farm-in option agreement with Rupert on two exploration licence applications covering an area of 37 square kilometres in the Central Lapland Greenstone Belt (Figure 8). Under this agreement, Rupert can spend up to €3.4 million to earn a 70% interest in the Sikavaara East and Sikavaara West licences, with an initial expenditure requirement of €1.2 million over the first three years.

At Sikavaara West, diamond drilling by Rupert has defined a WNW zone of gold mineralisation extending at least 280 metres in the northwest corner of the permit area (Figure 9). Better results from this zone include 6 metres @ 0.94 g/t gold from 17 metres (including 1 metre @ 1.69 g/t gold from 17 metres and 2 metres @ 1.69 g/t gold from 21 metres) and 1 metre @ 3.74 g/t gold from 43 metres in drill hole 122196 , and 4 metres @ 1.36 g/t gold from 35 metres (including 2 metres @ 2.06 g/t gold from 36 metres), and 7 metres @ 0.27 g/t gold from 99 metres in drill hole 123011 .

Exploration at Sikavaara East is restricted to the winter field season. Rupert commenced systematic BoT drilling late in the winter field season and will complete this program upon the onset of the upcoming northern winter season.

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Figure 9 . Summary of significant drill results from Rupert Resources (earning 70%) diamond drilling program and gridded BoT gold results, over reginal magnetic imagery, at the Sikavaara West in the Central Lapland Greenstone Belt, Finland.

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Directors Report

The Directors of S2 Resources Ltd ("Directors") present their report on the consolidated entity consisting of S2 Resources Ltd (“the Company” or “S2”) and the entities it controlled at the end of, or during, the year ended 30 June 2023 (“Group”).

Directors

The names and details of the Directors in office during the financial year and until the date of this Report are as follows. Directors were in office for the entire year unless otherwise stated.

Mark Bennett Jeff Dowling Anna Neuling

Principal Activities

The principal continuing activity of the Group is mineral exploration.

Dividends

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

Review of Operations

Operating Result

The loss from continuing operations for the year ended 30 June 2023 after providing for income tax amounted to $6,755,677.

The loss results from $4,604,786 of exploration expenditure incurred and expensed, $779,847 of share-based payments expenses, $1,314,163 of administration costs, $263,427 of business development costs including travel, $147,734 of depreciation costs, $179,421 of gain on sale of exploration permits, gain on sale of fixed assets $31,482, $98,071 interest income and $45,305 of other gains including finance costs. The exploration expenditure incurred and expensed mainly relates to the Company’s Australian projects.

Dividends

No dividends were paid or proposed to be paid to members during the year ended 30 June 2023.

Material Business Risks

The Group’s exploration operations will be subject to the normal risks of mineral exploration, and any revenues will be subject to factors beyond the Group’s control. The material business risks that may affect the Group are summarised below.

Key Personnel

In formulating its exploration programs, feasibility studies and development strategies, the Group relies to a significant extent upon the experience and expertise of the directors and management. A number of key personnel are important to attaining the business goals of the Group. One or more of these key employees could leave their employment, and this may adversely affect the ability of the Group to conduct its business and, accordingly, affect the financial performance of the Group and its share price. Recruiting and retaining qualified personnel is important to the Group’s success.

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Directors Report (cont)

Future Capital Raisings

The Group’s ongoing activities may require substantial further financing in the future. Any additional equity financing may be dilutive to shareholders and may be undertaken at lower prices than the current market price. Although the Directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Group is unable to obtain additional financing as needed, it may be required to reduce, delay or suspend its operations and this could have a material adverse effect on the Group’s activities and could affect the Group’s ability to continue as a going concern.

Exploration Risk

The success of the Group depends on the delineation of potentially economic mineral resources, securing and maintaining title to the Group’s exploration and mining tenements, meeting joint venture earn-in commitments and obtaining all consents and approvals necessary for the conduct of its exploration activities. Exploration on the Group’s existing tenements may be unsuccessful, resulting in a reduction in the value of those tenements, diminution in the cash reserves of the Group and possible relinquishment of the tenements. The exploration costs of the Group are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions.

Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Group’s viability. If the level of operating expenditure required is higher than expected, the financial position of the Group may be adversely affected. The Group may also experience unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Feasibility and Development Risks

It may not always be possible for the Group to exploit successful discoveries which may be made in areas in which the Group has an interest. Such exploitation would involve obtaining the necessary licences or clearances from relevant authorities that may require conditions to be satisfied and/or the exercise of discretions by such authorities. It may or may not be possible for such conditions to be satisfied. Further, the decision to proceed to further exploitation may require participation of other companies whose interests and objectives may not be the same as the Group’s. In the event of the discovery of potentially economic mineral resources, there is a risk that a feasibility study and associated technical works will not achieve the results expected. There is also a risk that, even if a positive feasibility study is produced, the project may not be successfully developed for commercial or financial reasons.

Regulatory Risk

The Group’s operations are subject to various Commonwealth, State and Territory and local laws and plans, including those relating to mining, prospecting, development permit and licence requirements, industrial relations, environment, land use, land access, royalties, water, native title and cultural heritage, mine safety and occupational health. Approvals, licences and permits required to comply with such rules are subject to the discretion of the applicable government officials. No assurance can be given that the Group will be successful in maintaining such authorisations in full force and effect without modification or revocation.

To the extent such approvals are required and not retained or obtained in a timely manner or at all, the Group may be curtailed or prohibited from continuing or proceeding with exploration. The Group’s business and results of operations could be adversely affected if applications lodged for exploration licences are not granted. Mining and exploration tenements are subject to periodic renewal. The renewal of the term of a granted tenement may also be subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Group’s projects. The imposition of new

16

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Directors Report (cont)

conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Group.

Environmental Risk

The operations and activities of the Group are subject to the environmental laws and regulations of Australia and Finland. As with most exploration projects and mining operations, there is potential for the Group’s operations and activities to have an impact on the environment, particularly if mine development proceeds. The Group attempts to conduct its operations and activities to the highest standard of environmental obligation, including compliance with all environmental laws and regulations. The Group is unable to predict the effect of additional environmental laws and regulations which may be adopted in the future, including whether any such laws or regulations would materially increase the Group’s cost of doing business or affect its operations in any area. However, there can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Group to incur significant expenses and undertake significant investments which could have a material adverse effect on the Group’s business, financial condition and performance.

Climate Change Risk

We are an exploration company however we acknowledge that the operations and activities of the Group are subject to changes to local or international compliance regulations related to climate change mitigation efforts, specific taxation or penalties for carbon emissions or environmental damage, and other possible restraints on industry that may further impact the Group and its profitability. While the Group will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Group will not be impacted by these occurrences. Climate change may also cause certain physical and environmental risks that cannot be predicted by the Group, including events such as increased severity of weather patterns, incidence of extreme weather events and longer-term physical risks such as shifting climate pattern.

Macro-Economic Risk

The operations and activities of the Group are exposed to a number of global external factors, including macroeconomic risks affecting profitability and business continuity, increasing interest rates, significant fluctuations in foreign exchange, and ability to raise equity funding. While the Group has limited direct controls over these issues, continued oversight is essential to ensuring the ongoing operations and activities of the Group.

Foreign Currency Risk

Foreign exchange risks arise when future commercial transactions and recognised financial assets and financial liabilities are denominated in a currency that is not the entity’s functional currency. The Group is primarily exposed to the fluctuations in the Euro, as the Group holds Euro bank deposits however most of the Group’s exploration costs and contracts are denominated in Australian dollars. The Group aims to reduce and manage its foreign exchange risk by holding funds in a Euro account so that the exchange rate is crystallised early and future fluctuations in rates for settlement of Euro denominated payables are avoided. The same applies to potential future expenditures in other currencies such as the American and Canadian dollar. The Group does not currently undertake any hedging of foreign currency items.

17

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Directors Report (cont)

Significant Changes in the State of Affairs

On 1 August 2022 Executive Director Anna Neuling moved to a Non-Executive Director role. As part of this role change, Anna relinquished her Company Secretary responsibilities effective 26 July 2022 and Andrea Betti was appointed Company Secretary to the Company and its subsidiaries.

Ms Betti is an accounting and corporate professional with over 20 years’ experience in accounting, corporate governance, finance and corporate banking. She has acted as Chief Financial Officer and Company Secretary for a number of companies in the private and publicly listed sectors. Ms Betti is currently a Director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies.

On 12 August 2022 S2 Resources Ltd advised changes to key roles, its registered office, and its principal place of business. Principal place of business was changed from Perth to Level 8, 350 Collins Street, Melbourne, VIC 3000. This reflects the Company’s commitment to planned exploration at its flagship Greater Fosterville project in central Victoria. Mark Bennett S2’s Melbourne based Executive Chairman will manage the Company’s activities and Victoria based personnel from Melbourne. As a result of this change, the Perth based position of Chief Executive Officer was made redundant, and consequently, Mr Matthew Keane ceased his role as CEO.

On 10 March 2023 S2 Resources Ltd advised a change to its principal place of business. The address of the new office is Level 14, 333 Collins Street, Melbourne, VIC 3000.

On 5 June 2023 S2 Resources Ltd advised that it signed a binding agreement with KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporation that they would buy two Exploration Licence Applications (ELA’s) from S2’s wholly owned Finnish subsidiary Sakumpu Exploration Oy. The two ELA’s are part of a series of tenements over which Kinross has a Right of First Refusal (ROFR) under the terms of its farm-in agreement with S2.

Kinross elected to exercise its ROFR following receipt by S2 of an offer from a third party. Under the terms of the agreement, S2 received a cash consideration of USD150,000 on completion, when the Finnish Mining Authority (TUKES) transferred the ELA’s. A further USD25,000 consideration is payable on the ELA’s being granted by TUKES.

After Balance Date Events

On 7 August S2 Resources Ltd advised that it signed a binding agreement with Pacific State Metals (Holdings) Ltd to vend its West Murchison and Fraser Range tenements into Pacific State. Pacific State is an unlisted Australian-incorporated public company that has indicated to S2 that it has an intention to list on the Australian Securities Exchange (“ASX”) by 30 June 2024.

In return for the sale of its West Murchison and Fraser Range tenements to Pacific State, S2 will receive 7,000,000 ordinary fully paid shares in the issued capital of Pacific State, representing approximately 28.6% of Pacific State’s issued capital (on a post-transaction basis). Based on the agreed proforma capital structure post the planned initial public offering (IPO) on ASX, it is expected that S2 will hold approximately 13% of the issued capital in Pacific State post-completion of the IPO.

As part of the sale agreement, Pacific State has undertaken to use its reasonable endeavours to seek to list on ASX as soon as practicable. In the meantime, Pacific State is required to keep the tenements in good standing. Should Pacific State not complete an ASX listing by 30 June 2024 (or such later date as the parties may otherwise agree), then each of S2 and Pacific State must do all things necessary to unwind the transaction (such that the West Murchison and Fraser Range tenements will be transferred back to S2 and S2 will surrender the shares it holds in Pacific State).

There has been no other matter or circumstance that has arisen since 30 June 2023 that has significantly affected, or may significantly affect:

• the Group’s operations in future financial years;

• the result of those operations in future financial years; or

• the Group’s state of affairs in future financial years.

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Directors Report (cont)

Likely Developments and Expected Results of Operations

The Group will continue its exploration activities in Australia and Finland for the foreseeable future. The Group will also seek other exploration opportunities that will add value to the Group’s portfolio of assets.

Environmental Regulation

The Group’s operations are subject to environmental regulation under the laws of Finland, the Australian Commonwealth and the States of Western Australia, Victoria, and New South Wales. The Board of Directors (“Board”) is of the view that all relevant environmental regulation requirements have been met.

Information on Directors

Mark Bennett – Executive Chairman

Experience and Expertise

Dr Bennett was the managing director and CEO of Sirius Resources NL (“Sirius”) from its inception until its merger with Independence Group NL and was non-executive director of Independence Group following the merger until June 2016.

He is a geologist with 30 plus years of experience in gold, nickel and base metal exploration and mining. He holds a BSc in Mining Geology from the University of Leicester and a PhD from the University of Leeds and is a Member of the Australasian Institute of Mining and Metallurgy, a Fellow of the Geological Society of London, a Fellow of the Australian Institute of Geoscientists and a Member of the Australian Institute of Company Directors.

He has worked in Australia, West Africa, Canada, USA and Europe, initially for LionOre Mining International Limited and WMC Resources Limited at various locations including Kalgoorlie, Kambalda, St.Ives, LionOre's nickel and gold mines throughout Western Australia, the East Kimberley, and Stawell in Victoria. His more recent experience, as Managing Director of Sirius, S2 Resources and as a director of private Canadian company True North Nickel, has been predominantly in Western Australia (the Fraser Range including Nova-Bollinger, and the Polar Bear project in the Eastern Goldfields), Quebec (the Raglan West nickel project), British Columbia, Sweden, Finland, and Nevada.

Positions held include various technical, operational, executive and board positions including Executive Chairman, Managing Director, Chief Executive Officer, Executive Director, Non-Executive Director, Exploration Manager and Chief Geologist.

Dr Bennett is a two times winner of the Association of Mining and Exploration Companies "Prospector Award" for his discoveries which include the Thunderbox gold mine, the Waterloo nickel mine and most recently the world class NovaBollinger nickel-copper mine.

In addition to his technical expertise, Dr Bennett is very experienced in corporate affairs, equity capital markets, investor relations and community engagement and led Sirius from prior to the discovery of Nova through feasibility, financing, permitting and construction, and through the schemes of arrangement to merge with Independence and to demerge S2.

Other Directorships

Chairman of Falcon Metals since September 2021.

Former Directorships in the Last Three Years

Non-Executive Director of Todd River Resources Ltd November 2018 to 22 September 2022

Number of interests in shares and options held in S2 Resources Ltd

Options 15,000,000 Shares 5,560,784

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Annual Report 2023

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Directors Report (cont)

Jeff Dowling – Non- Executive Director

Experience and Expertise

Mr Dowling was Sirius’ Non-Executive Chairman until 21 September 2015 and is a highly experienced corporate leader with 36 years' experience in professional services with Ernst & Young. Mr Dowling held numerous leadership roles within Ernst & Young which focused on the mining, oil and gas and other industries.

His professional expertise centres around audit, risk and financial management derived from acting as lead partner on large public company audits, capital raisings and corporate transactions. Mr Dowling's career with Ernst & Young culminated in his appointment as Managing Partner of the Ernst & Young Western Region for a period of 5 years.

Mr Dowling has a Bachelor of Commerce from the University of Western Australia and is a fellow of the Institute of Chartered Accountants, the Australian Institute of Company Directors and the Financial Services Institute of Australasia.

Mr Dowling is the Chairman of the Group’s Audit & Risk Committee and Chairman of the Remuneration & Nomination Committee which was formed on 19 July 2016.

Other Directorships

Non-Executive Director of NRW Holdings Ltd since 22 August 2013.

Non-Executive Director of Fleetwood Corporation Ltd since 1 July 2017.

Former Directorships in the Last Three Years

Non-Executive Director of Battery Minerals since 21 June 2019 to 4 September 2023.

Number of interests in shares and options held in S2 Resources Ltd

Options 6,250,000 Shares 700,000

Anna Neuling – Non-Executive Director (moved from Executive Director 1 August 2022)

Experience and Expertise

Ms Neuling was the Company Secretary and Chief Financial Officer of Sirius Resources NL from the company's inception in 2009 until 22 September 2013 where she was appointed as Executive Director – Corporate and Commercial until its merger with Independence Group that occurred on 21 September 2015.

Ms Neuling worked at Deloitte in London and Perth prior to joining LionOre Mining International Limited in 2005, until its takeover by Norilsk Nickel. She holds a degree in mathematics from the University of Newcastle (UK).

She is a Fellow of the Institute of Chartered Accountants in England and Wales and has held a number of senior executive positions in the resources industry, including CFO and Company Secretarial roles at several listed companies.

Ms Neuling is a member of the Group’s Audit & Risk Committee and Remuneration & Nomination Committee which was formed on 19 July 2016.

Other Directorships

Non-Executive Director of MLG OZ Ltd since 23 March 2021, Interim Chair since 21 April 2023. Non-Executive Chair of Tombador Iron Resources Ltd since 25 September 2020.

Former Directorships in the Last Three Years

Non-Executive Director of CZR Resources Ltd from 2 November 2020 to 10 September 2021.

Number of interests in shares and options held in S2 Resources Ltd

Options 8,250,000 Shares 799,875

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Annual Report 2023

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Directors Report (cont)

Meetings of Directors

The number of meetings of the Board and of each Board Committee held during the year ended 30 June 2023 and the number of meetings attended by each Director were:

	Directors’	Directors’	Audit & Risk	Committee	Remuneration & Nomination	Remuneration & Nomination
	Meetings					Committee
Director
	Meeting	Meetings	Meeting	Meetings	Meeting	Meetings
	Held	attended	Held	attended	Held	attended
Mark Bennett (i)	7	7	2	2	2	2
Anna Neuling	7	7	2	2	2	2
Jeff Dowling	7	7	2	2	2	2

(i) Mark Bennett attended the Audit & Risk Committee meetings and the Remuneration & Nomination Committee Meetings by invitation he is not a member of either committee.

Indemnifying of Officers or Auditor

During the year the Group paid a premium in respect of insuring Directors and Officers of the Group against liabilities incurred as a Director or Officer. The insurer shall pay on behalf of the Group or each Director or Officer all losses for which the Director or Officer is not indemnified by the Group arising from a claim against a Director or Officer individually or collectively.

The Group had not, during or since the financial year, indemnified or agreed to indemnify the auditor of the Group against a liability incurred as an auditor.

Options & Rights

Unissued ordinary shares of the Company under options or rights at 30 June 2023 are as follows:

Options

ptions
Number	Grant Date	Expiry Date	Exercise Price $
18,000,000	12/11/2019	11/11/2023	0.30
200,000	03/12/2019	02/12/2023	0.30
200,000	27/08/2020	26/08/2024	0.30
2,000,000	05/10/2020	04/10/2024	0.39
7,350,000	17/11/2020	16/11/2024	0.38
10,300,000	12/11/2021	11/11/2025	0.29
300,000	19/04/2022	18/04/2026	0.25
200,000	28/04/2022	27/04/2026	0.23
8,100,000	21/10/2022	20/10/2026	0.20

There were no shares issued since the end of the financial year on the exercise of options. No person entitled to exercise an option had or has any rights by virtue of the option to participate in any share issue of any other body corporate.

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Annual Repor t 2023

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Directors Report (cont)

Remuneration Report (audited)

This Remuneration Report, which has been audited, outlines the Key Management Personnel (as defined in AASB 124 Related Party Disclosures) (“KMP”) remuneration arrangements for the Group, in accordance with the requirements of the section 308 (3c) of the Corporations Act 2001 and its Regulations.

The KMP covered in this remuneration report are:

• Mark Bennett – Executive Chairman

• Anna Neuling – Executive Director & Company Secretary to 31 July 2022

• Non-Executive Director 1 August 2022 to present

• Jeff Dowling – Non-Executive Director

• Matthew Keane – Chief Executive Officer (CEO) to 12 August 2022

The principles adopted have been approved by the Board and have been set out in this Remuneration Report. This audited Remuneration Report is set out under the following main headings:

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

2. Details of remuneration

3. Service agreements

4. Share-based compensation

The information provided under headings 1 to 4 above includes remuneration disclosures that are required under Accounting Standard AASB 124, Related Party Disclosures.

1. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION

The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework which has been set out in detail under the remuneration structure in this Remuneration Report aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, it conforms to market best practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:

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• competitiveness and reasonableness;

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• aligns shareholders and executive interests;

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• performance based and aligned to the successful achievement of strategic and tactical business objectives; and

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• transparency.

Executive Directors

Remuneration to Executive Directors reflects the demands which are made on, and the responsibilities of, the Executive Directors. Executive Directors’ remuneration is reviewed annually to ensure it is appropriate and in line with the market. There are no retirement allowances or other benefits paid to Executive Directors other than superannuation guarantee amounts as required.

The executive remuneration and reward framework has three components:

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• base pay;

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share-based payments; and

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other remuneration such as superannuation and long service leave.

The combination of these comprises the Executive Director's total remuneration.

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Annual Report 2023

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Directors Report (cont)

Remuneration Report (audited) (cont)

1. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION (CONT)

Fixed remuneration, consisting of base salary and superannuation will be reviewed annually by the Remuneration & Nomination Committee, based on individual contribution to corporate performance and the overall relative position of the Group to its market peers.

Non - Executive Directors

Remuneration to Non-Executive Directors reflects the demands which are made on, and the responsibilities of, the NonExecutive Directors. Non-Executive Directors’ remuneration is reviewed annually. The maximum aggregate for annual cash remuneration of Non-Executive Directors is $300,000 and was approved by shareholders prior to the demerger of the Company from Independence Group NL (formerly Sirius Resources NL) on 21 September 2015.

From 1 July 2022 to 30 June 2023, exclusive of superannuation guarantee the annual cash remuneration for the NonExecutive Directors was $142,858 per annum.

Company Performance

As an exploration company the Board does not consider the operating loss after tax as one of the performance indicators when implementing an incentive based remuneration policy. The Board considers that identification and securing of new business growth opportunities, the success of exploration and, if appropriate, feasibility activities, safety and environmental performance, the securing of funding arrangements and responsible management of cash resources and the Company’s other assets are more appropriate performance indicators to assess the performance of management at this stage of the company’s development.

Short-term incentives

To align the remuneration of employees with the company aim of responsible management of cash resources, there were no short-term incentives paid or proposed to be paid for the year ended 30 June 2023. The company’s approach with regard to the use of short-term cash incentives will be assessed by the Remuneration & Nomination Committee on an ongoing basis as the company evolves.

Long-term incentives

To align the board and management with shareholder’s interests and with market practices of peer companies and to provide a competitive total remuneration package, the Board introduced a long-term incentive (“LTI”) plan to motivate and reward Executives and Non-Executive Directors. The LTI is provided as options over ordinary shares of the Company under the rules of the Employee Share Option Plan.

The table below shows the losses and earnings per share of the Company for the last five financial years.

	2023	2022	2021	2020	2019
Net loss	(6,755,677)	(7,365,625)	(7,234,407)	(7,475,048)	(8,288,971)
Share price at year end	13	14	13	9.3	12
(cents)
Loss per share (cents)	(1.81)	(2.11)	(2.34)	(3.02)	(3.34)

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Annual Report 2023

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Directors Report (cont)

Remuneration Report (audited) (cont)

2. DETAILS OF REMUNERATION

The amount of remuneration paid and entitlements owed to KMP is set out below.

Year Ended 30 June 2023

CASH REMUNERATION AND ENTITLEMENTS

			Cash remuneration	Cash remuneration
2023	Salary	Termination payment	Post– employment benefits (superannuation)	Movement in annual leave entitlement owing	Movement in long service leave entitlement	Total cash payments and entitlements
	$	$	$	$	$	$
Directors
M Bennett (i)	318,125		25,292	(18,030)	33,255 - - -	358,642 72,280 82,875 343,915
A Neuling	69,229		7,226	(4,175)
J Dowling (ii)	82,875		-	-
Other Key Management Personnel
M Keane (iii)	33,478	324,767	6,323	(20,653)
	503,707	324,767	38,841	(42,858)	33,255	857,712

(i) Dr Bennett has taken unpaid leave in the financial year. His remuneration package is still as per the summary of his service agreement provided below.

(ii) Salary paid in lieu of superannuation as employer shortfall exception certificate in place.

(iii) Redundant 12 August 2022 with 12 months payment in lieu of notice as per service agreement below.

Year Ended 30 June 2022

CASH REMUNERATION AND ENTITLEMENTS

Year Ended 30 June 2022 CASH REMUNERATION AND ENTITLEMENTS	Year Ended 30 June 2022 CASH REMUNERATION AND ENTITLEMENTS	Year Ended 30 June 2022 CASH REMUNERATION AND ENTITLEMENTS	Year Ended 30 June 2022 CASH REMUNERATION AND ENTITLEMENTS	Year Ended 30 June 2022 CASH REMUNERATION AND ENTITLEMENTS
	Cash remuneration
2022	Salary	Post–employment benefits (superannuation)	Movement in annual leave entitlement owing	Total cash payments and entitlements
	$	$	$	$
Directors
M Bennett (i)	267,916	23,568	(3,142)	288,342 132,286 82,500
A Neuling J Dowling Other Key Management Personnel M Keane	120,366 78,750	12,037 3,750	(117)
			-
	280,000	23,568	11,845	315,413
	747,032	62,923	8,586	818,541

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Dr Bennett has taken unpaid leave in the financial year. His remuneration package is still as per the summary of his service agreement provided below.

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Annual Report 2023

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Directors Report (cont)

Remuneration Report (audited) (cont)

2. DETAILS OF REMUNERATION (CONTINED)

2023 TOTAL REMUNERATION

2023 TOTAL REMUNERATION
	Total cash payments and entitlements	Options issued	Total	LTI % of remuneration
Directors	$	$	$
			544,523 145,324 155,920 343,916
M Bennett	325,387	219,136		40% 50% 47% -
A Neuling	72,279	73,045
J Dowling	82,875	73,045
Other Key Management Personnel M Keane
	343,916	-
	824,457	365,226	1,189,683

2022 TOTAL REMUNERATION

2022 TOTAL REMUNERATION
	Total cash payments and entitlements	Options issued	Total	LTI % of remuneration
	$	$	$
Directors
M Bennett A Neuling J Dowling	288,342	503,129	791,471	64%
	132,286	157,228	289,514	54%
	82,500	157,228	239,728 454,118	66% 31%
Other Key Management Personnel M Keane
	315,413	138,705
	818,541	956,290	1,774,831

There were no non-monetary benefits other than options paid to the Directors or KMP for the year ended 30 June 2023.

3. SERVICE AGREEMENTS

For the year ended 30 June 2023, the following service agreements were in place with the Directors and KMP of S2:

On 4 September 2015, an Executive Services Agreement was entered into between the Company and Managing Director and Chief Executive Officer Mark Bennett. Under the terms of the Agreement:

• Dr Bennett was paid a remuneration package of $325,000 per annum base salary plus statutory superannuation.

• Under the general termination of employment provision, the Company may terminate the Agreement by giving Dr Bennett twelve months’ notice or payment in lieu of notice.

• Under the general termination of employment provision, Dr Bennett may terminate the Agreement by giving the Company three months’ notice.

• The Company may terminate the Agreement at any time without notice if serious misconduct has occurred. On termination with cause, the Executive is not entitled to any payment.

On 3 April 2020, a Change of Role letter was entered into between the Company and Mark Bennett which changed his role from Managing Director and Chief Executive Officer to Executive Chairman. All other terms remained in line with his Executive Services Agreement.

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Annual Report 2023

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Directors Report (cont)

Remuneration Report (audited) (cont)

3. SERVICE AGREEMENTS (CONTINUED)

On 10 September 2015, a letter of appointment was entered into between the Company and Non-Executive Chairman Jeff Dowling. Under the terms of the Agreement:

• Mr Dowling was paid a remuneration package of $75,000 per annum base salary plus statutory superannuation.

• • Under the general termination of employment provision, either party may terminate the Agreement by the giving of written notice.

On 3 April 2020, a Change of Role Letter was entered into between the Company and Jeff Dowling which changed his role from Non-Executive Chairman to Non-Executive Director. All other terms remained in line with his letter of appointment.

On 4 September 2015, an Executive Services Agreement was entered into between the Company and Executive Director Anna Neuling. Under the terms of the Agreement as Executive Director:

• Ms Neuling was appointed as Executive Director, including the role of Company Secretary.

• Ms Neuling was paid a remuneration package of $120,000 per annum comprising a base salary plus statutory superannuation for work on a part time basis (based on $300,000 full time equivalent).

• Under the general termination of employment provision, the Company may terminate the Agreement by giving Ms Neuling twelve months’ notice or payment in lieu of notice.

• Under the general termination of employment provision, Ms Neuling may terminate the Agreement by giving the Company three months’ notice.

• The Company may terminate the Agreement at any time without notice if serious misconduct has occurred. On termination with cause, the Executive is not entitled to any payment.

Ms Neuling resigned in line with the terms of the Agreement on 31 July 2022.

On 1 August 2022, a letter of appointment was entered into between the Company and Non-Executive Director Anna Neuling. Under the terms of the Agreement:

• Ms Neuling was paid a remuneration package of $65,000 per annum base salary plus statutory superannuation.

• • Under the general termination of employment provision, either party may terminate the Agreement by the giving of written notice.

On 4 November 2020, the Company entered an employment contract with Matthew Keane. Under the terms of the Agreement:

• Mr Keane was appointed as CEO and paid a remuneration package of $280,000 per annum base salary plus statutory superannuation for work on a full-time basis.

• Under the general termination of employment provision, the Company may terminate the Agreement by giving Mr Keane twelve months’ notice or payment in lieu of notice.

• Under the general termination of employment provision, Mr Keane may terminate the Agreement by giving the Company three months’ notice.

• The Company may terminate the Agreement at any time without notice if serious misconduct has occurred. On termination with cause, Mr Keane is not entitled to any payment.

Mr Keane’s position as CEO was made redundant in line with the terms of the Agreement on 12 August 2022.

26

Annual Report 2023

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Directors Report (cont)

Remuneration Report (audited) (cont)

4. SHARE-BASED COMPENSATION

Option holdings

The numbers of options in the Company held during the year ended by each KMP of S2, including their related parties, are set out below:

out below:
2023	Balance at the start of the year	Granted during the year	Expired during the year	Balance at year end vested & exerciseable	Balance at the year ended unvested	Total balance at the year end
Director M Bennett A Neuling J Dowling
	12,000,000	3,000,000	-	12,000,000	3,000,000	15,000,000
	7,250,000	1,000,000	-	7,250,000	1,000,000	8,250,000
	5,250,000	1,000,000	-	5,250,000	1,000,000	6,250,000
	24,500,000	5,000,000	-	24,500,000	5,000,000	29,500,000
Other Key Management Personnel M Keane
	3,750,000	-	-	3,750,000	-	3,750,000
	3,750,000	-	-	3,750,000	-	3,750,000

As at 30 June 2023, the number of options that have vested and exercisable were 28,250,000.

The option terms and conditions of each grant of options over ordinary shares affecting remuneration of Directors and other KMP in the year ended or future reporting years are as follows:

Series	Grant Date	Expiry date	Exercise	Fair value per	Vested
			price	option	%
			$	$
15	05 Oct 2020	4 Oct 2024	0.39	0.14	100%
16	17 Nov 2020	16 Nov 2024	0.38	0.14	100%
17	12 Nov 2021	11 Nov 2025	0.29	0.13	100%
21	16 Nov 2022	20 Oct 2026	0.20	0.11	*

*Options vest a year after grant date.

Options issued in the year were priced using a Black-Scholes option pricing model using the inputs below:

ptions issued in the year	were priced usin
	Series 21
Grant date shareprice	0.16
Exerciseprice	0.20
Expected volatility	100%
Option life	4years
Dividendyield	0.00%
Fair Value	0.1058
Interest rate	3.25%

27

Annual Report 2023

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Directors Report (cont)

Remuneration Report (audited) (cont)

5. SHARE-BASED COMPENSATION (CONTINUED)

Shareholdings

The numbers of shares in the Company held during the year ended by each KMP of S2, including their related parties, are set out below:

out below:
2023	Balance at the start of the year	Other changes during the year	Balance for the year ended
Directors M Bennett A Neuling J Dowling
	5,560,784	-	5,560,784
	799,875	-	799,875
	700,000	-	700,000
Other Key Management Personnel M Keane
	51,613	(51,613)	-
	7,112,272	(51,613)	7,060,659

There were no shares granted to KMP’s during the reporting year as remuneration.

Use of remuneration consultants

No remuneration consultants were engaged or used for the Group during the year ended 30 June 2023.

Voting and comments made at the Company's Annual General Meeting

At the 2022 Annual General Meeting, the resolution to adopt the Remuneration Report for the year ended 30 June 2022 was passed on a poll with 98.76% of votes cast on the poll voting “For” the resolution to adopt the Remuneration Report. The Company did not receive any specific feedback at the Annual General Meeting regarding its remuneration practices.

Share trading policy

The trading of shares issued to participants under any of the Group’s employee equity plans is subject to, and conditional upon, compliance with the Group’s employee share trading policy as per the Group’s Corporate Governance Policy. Directors and executives are prohibited from entering into any hedging arrangements over options under the Group’s employee option plan. The Group would consider a breach of this policy as gross misconduct which may lead to disciplinary action and potentially dismissal.

This concludes the Remuneration Report, which has been audited.

28

Annual Repor t 2023

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Directors Report (cont)

Proceedings on behalf of the Group

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

Audit Services

During the year ended 30 June 2023, $48,000 was paid or is payable for audit services provided by the auditors. There were no non-audit services performed during the financial year.

Auditor’s Independence Declaration

A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 48 of the financial report.

Corporate Governance

The Directors support and adhere to the principles of corporate governance, recognising the need for the highest standard of corporate behaviour and accountability.

Signed in accordance with a resolution of the Board of Directors.

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Mark Bennett

Executive Chairman Melbourne 20 September 2023

29

Annual Report 2023

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Annual Financial Report

Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2023

for the year ended 30 June 2023
	Notes	30 June	30 June
		2023	2022
		$	$
Other income		129,554	166,912
Corporate salaries and wages		(836,092)	(674,231)
Consulting and legal fees		(254,791)	(159,119)
Share and company registry		(129,889)	(134,189)
Rent, insurance and variable outgoings		(93,391)	(92,788)
Business development		(182,075)	(258,343)
Travel expenditure		(81,352)	(103,467)
Depreciation expense		(147,734)	(139,029)
Share-based payments	11	(779,847)	(1,364,243)
Gain on sale of exploration permit		179,421	161,738
Foreign exchange (losses)/gains and bank charges		51,089	(39,682)
Finance cost of Lease Liability		(5,784)	(8,221)
Exploration expenditure expensed as incurred		(4,604,786)	(4,720,963)
Loss before income tax		(6,755,677)	(7,365,625)
Income tax benefit/(expense)	4	-	-
Loss after income tax for the year		(6,755,677)	(7,365,625)
Other comprehensive income
Items that will not be reclassified to profit or loss
Changes in the fair value of Investments at fair value through other comprehensive income	6	(1,182,178)	(4,311,355)
Items that may be classified to profit or loss
Exchange differences on translation of foreign operations		20,090	(30,963)
Total comprehensive (loss) for the year attributable to the members of S2 Resources Ltd		(7,917,765)	(11,707,943)
Loss per share for loss attributable to the members of S2 Resources
Ltd
Basic lossper share (cents)	15	(1.81)	(2.11)

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

30

Annual Report 2023

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Annual Financial Report (cont)

Consolidated Statement of Financial Position

as at 30 June 2023

	Notes	30 June	30 June
		2023	2022
		$	$
CURRENT ASSETS
Cash and cash equivalents	5	5,767,312	5,411,615
Restricted cash	5	340,389	310,729
Trade and other receivables		129,685	86,870
Financial assets held at fair value through other comprehensive income	6	752,539	2,107,417
TOTAL CURRENT ASSETS		6,989,925	7,916,631
NON-CURRENT ASSETS
Exploration and evaluation	7	2,426,570	2,366,972
Property, plant and equipment		119,743	120,855
Right-of-use assets		148,840	106,406
TOTAL NON-CURRENT ASSETS		2,695,153	2,594,233
TOTAL ASSETS		9,685,078	10,510,864
CURRENT LIABILITIES
Trade and other payables	8	503,482	281,915
Lease liabilities		74,672	87,795
Provisions		68,013	107,203
TOTAL CURRENT LIABILITIES		646,167	476,913
NON CURRENT LIABILITIES
Lease liabilities		85,139	33,593
Provision for longservice leave		73,437	61,844
TOTAL NON CURRENT LIABILITIES		158,576	95,437
TOTAL LIABILITIES		804,743	572,350
NET ASSETS		8,880,335	9,938,514
EQUITY
Share capital	9	71,911,364	65,831,625
Reserves	10	2,599,278	3,080,648
Accumulated losses		(65,630,307)	(58,973,759)
TOTAL EQUITY		8,880,335	9,938,514

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

31

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Total					9,938,514	(6,755,677)	(1,162,088)	(7,917,765)				6,455,500	(375,761)	779,847		-	6,859,586	8,880,335
Accumulated	losses				(58,973,759)	(6,755,677)	-	(6,755,677)				-	-	-		99,129	99,129	(65,630,307)
Fair Value Other	Comprehensive	Income	(“FVOCI”)	Reserve	(774,423)	-	(1,182,178)	(1,182,178)				-	-	-		-	-	(1,956,601)
Foreign	Currency	Translation	Reserve		321,702	-	20,090	20,090				-	-	-		-	-	341,792
Other	Reserve				144,517	-	-	-				-	-	-		-	-	144,517
Share	based	payment	Reserves		3,388,852	-	-	-				-	-	779,847		(99,129)	680,718	4,069,570
Attributable to equity holders of the Group Share	in $ dollars capital				Balance at 1 July 2022 65,831,625	Loss for the year -	Other comprehensive income -	Total comprehensive loss for the period -	Transactions with owners, recorded directly in	equity	Contributions by and distributions to owners	Issue of share capital 6,455,500	Capital raising costs (375,761)	Share-based payment transactions -	Transfer of lapsed and expired options value to	accumulated losses -	Total contributions by and distributions to owners 6,079,739	Balance at 30 June 2023 71,911,364

32

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for the year ended 30 June 2022	Attributable to equity holders of the Group in $ dollars Share capital Share based payment Reserves Other Reserve Foreign Currency Translation Reserve Fair Value Other Comprehensive Income (“FVOCI”) Reserve Accumulated losses Total Balance at 1 July 2021 61,184,670 2,862,214 144,517 352,665 3,536,932 (52,445,739) 15,635,259 Loss for the year - - - - - (7,365,625) (7,365,625) Other comprehensive income - - - (30,963) (4,311,355) - (4,342,318)	(11,707,943) 4,978,041 (331,086) 1,364,243 -	6,011,198	9,938,514	The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
		(7,365,625) - - - 837,605	837,605	(58,973,759)
		(4,311,355) - - - -	-	(774,423)
		(30,963) - - - -	-	321,702
		- - - - -	-	144,517
		- - - 1,364,243 (837,605)	526,638	3,388,852
		- 4,978,041 (331,086) - -	4,646,955	65,831,625
		Total comprehensive loss for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Issue of share capital Capital raising costs Share-based payment transactions Transfer of lapsed and expired options value to accumulated losses	Total contributions by and distributions to owners	Balance at 30 June 2022

33

Annual Report 2023

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Annual Financial Report (cont)

Consolidated Statement of Cash Flows

For the year ended 30 June 2023

Annual Financial Report (cont) Consolidated Statement of Cash Flows or the year ended 30 June 2023
Notes	30 June 2023 $ 30 June 2022 $
Cash flows from operating activities Cash paid to suppliers and employees for corporate activities Cash paid to suppliers and employees for exploration activities Interest received Interest and other finance costs paid Income taxes refund/(paid)	(1,602,026) (1,379,747) (4,404,447) (5,163,376) 80,704 12,412 (10,063) (13,524)
Net cash used in operating activities 14	(5,935,832) (6,544,235)
Cash flows from investing activities Payment of property, plant and equipment Proceeds from sale of data Proceeds from sale of assets Proceeds from sale of tenement Proceeds from sale of investments	(74,491) (34,770) - 155,409 51,932 - 179,421 172,700 (10,962)
Net cash (used in)/derived from investing activities	329,562 109,677
Cash flows from financing activities Proceeds from issue of shares Share issue transaction costs Repayment of Borrowings Receipts/(Payments) for cash backed guarantees	6,413,500 4,978,041 (375,761) (331,086) (95,572) (88,515) (33,546) 5,266
Cash from financing activities	5,908,621 4,563,706
Net increase in cash and cash equivalents Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at 1 July	302,351 (1,870,852) 53,346 (34,378) 5,411,615 7,316,846
Cash and cash equivalents at 30 June 5	5,767,312 5,411,615

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

34

Annual Report 2023

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements for the year ended 30 June 2023

S2 Resources Ltd (“Company” or “S2”) is a company incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The consolidated financial statements of the Group as at and for the year ended to 30 June 2023 comprise the Company and its subsidiaries (together referred to as the “Group” or “consolidated entity” and individually as a “Group entity”).

The separate financial statements of the parent entity, S2 Resources Ltd, have not been presented within this financial report. Summary parent information has been included in Note 19.

The financial statements were authorised for issue on 19 September 2023 by the Directors of the Company.

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

The financial report is a general-purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. The financial statements and notes also comply with International Financial Reporting Standards as issued by the International Accounting Standard Board (IASB). Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated.

The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. The consolidated financial statements have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or OCI.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 1(a)(iii).

(i) Operating segments

Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.

(ii) Adoption of new and revised Accounting Standards

The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the AASB that are mandatory for the current reporting year. The adoption of these Accounting Standards and Interpretations did

(ii) Adoption of new and revised Accounting Standards (continued)

not have any material impact on the financial performance or position of the consolidated entity.

35

Annual Report 2023

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Annual Financial Report (cont) Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(a) Basis of preparation (continued)

(iii) Use of estimates and judgements

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, that it believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Share-based payment transactions

The Group measures the cost of equity-settled transactions 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 the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Refer to Note 11.

Exploration and evaluation costs

Exploration and evaluation costs for each area of interest in the early stages of the project life are expensed as they are incurred except for acquisition costs, until they satisfy the requirements that are stated below.

Exploration and evaluation costs are capitalised in an identifiable area of interest upon announcement of a JORC 2012 compliant resource and costs will be amortised in proportion to the depletion of the mineral resources at the commencement of production. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made.

(iv) Principles of consolidation

The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by S2 at the end of the reporting year. A controlled entity is any entity over which S2 has the ability and right to govern the financial and operating policies to obtain benefits from the entity’s activities.

Where controlled entities have entered or left the Group during the year, the financial performance of those entities is included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 20 to the financial statements.

In preparing the consolidated financial statements, all intragroup balances and transactions between entities in the consolidated Group have been eliminated in full on consolidation.

Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are reported separately within the equity section of the Consolidated Statement of Financial Position and the Consolidated Statement of Profit or Loss and Other Comprehensive Income. The non-controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date.

36

Annual Report 2023

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Annual Financial Report (cont) Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(b) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in the Australian dollar ($), which is the Company’s functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.

Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other income or other expenses.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchanges rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation difference on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as available-for-sale financial assets are recognised in other comprehensive income.

(iii) Group companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position,

• income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and

• all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

(c) Revenue Recognition

Interest income is recognised on a time proportion basis using the effective interest method.

37

Annual Report 2023

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Annual Financial Report (cont) Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(d) Income Tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction.

The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

(e) Impairment of Assets

At each reporting date, the Group reviews the carrying values of its tangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value.

Any excess of the asset’s carrying value over its recoverable amount is expensed to the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs.

(f) Cash and Cash Equivalents

For the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

38

Annual Report 2023

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(g) Trade and Other Receivables

A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of any provision is recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

(h) Trade and Other Payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(i) Exploration and Evaluation

(i) 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:

• the period for which the Group has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; or

• substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; or

• exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; or

• sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full, from successful development or by sale; or

• other facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

Once the technical feasibility and commercial viability of the assets are demonstrable, exploration and evaluation assets are first tested for impairment and then reclassified to mine properties as development assets.

(ii) Exploration and evaluation expenditure

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.

When the technical feasibility and commercial viability of extracting a mineral resource have been demonstrated then any capitalised exploration and evaluation expenditure is reclassified as capitalised mine development.

Prior to reclassification, capitalised exploration and evaluation expenditure is assessed for impairment annually in accordance with AASB 6. Where impairment indicators exist, recoverable amounts of these assets will be estimated based on discounted cash flows from their associated cash generating units.

The Statement of Profit or Loss and Other Comprehensive Income will recognise expenses arising from excess of the carrying values of exploration and evaluation assets over the recoverable amounts of these assets.

39

Annual Report 2023

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(i) Exploration and Evaluation (continued)

In the event that an area of interest is abandoned or if the Directors consider the expenditure to be of reduced value, accumulated costs carried forward are written off in the period in which that assessment is made. Each area of interest is reviewed at the end of each accounting period and accumulated costs are written off to the extent that they will not be recoverable in the future.

(j) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and capitalised borrowing costs.

Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within other income in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings.

(ii) Subsequent costs

The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

Depreciation is recognised in the profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Leased assets are depreciated over the shorter of the lease term or their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term.

The depreciation rates used for each class of asset are:

•	buildings	16.67%
•	fixtures and fittings	22.5% - 40%
•	leasehold improvements	20%
•	plant and equipment	22.5% - 40%
•	motor vehicles	20%

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

40

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(k) Leases

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

• fixed payments (including in-substance fixed payments), less any lease incentives receivable

• variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date

• amounts expected to be payable by the group under residual value guarantees

• the exercise price of a purchase option if the group is reasonably certain to exercise that option, and

• payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-ofuse asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the group:

• where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received

• uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by S2 Resources Limited, which does not have recent third party financing, and

• makes adjustments specific to the lease, e.g. term, country, currency and security.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following:

• the amount of the initial measurement of lease liability

• any lease payments made at or before the commencement date less any lease incentives received

• any initial direct costs, and

• restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straightline basis. If the group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. While the group revalues its land and buildings that are presented within property, plant and equipment, it has chosen not to do so for the right-of-use buildings held by the group.

Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture.

(l) Interest in Joint Ventures

The Group accounts for 100% of the assets, liabilities and expenses of joint venture activity. These have been incorporated in the financial statements.

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(m) Provisions

General

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Statement of Profit or Loss and Other Comprehensive Income net of any reimbursement.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs.

(n) Employee Benefits

(i) Equity Settled Compensation

The Group operates equity-settled share-based payment employee share and option schemes. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a Black–Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

(ii) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.

The liability for annual leave and accumulating sick leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables.

(iii) Other long-term employee benefit obligations

The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of the period in which the employees render the related service is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

(iv) Share-based payments

Share-based compensation benefits are provided to employees via the Employee Option Plan.

The fair value of options granted under the Employee Option Plan is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted, which includes any market performance conditions and the impact of any non-vesting conditions but excludes the impact of any service and non-market performance vesting conditions.

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

When the options are exercised, the Company transfers the appropriate amount of shares to the employee. The proceeds received net of any directly attributable transaction costs are credited directly to equity.

(v) Termination benefits

Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or to providing termination benefits as a result of an offer made to encourage voluntary redundancy.

Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

(o) Issued Capital

Ordinary shares are classified as equity. Costs associated with capital raisings (exclusive of GST) directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds. If the entity reacquires its own equity instruments, e.g. as the result of a share buy-back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable costs associated with capital raisings (net of income taxes) is recognised directly in equity.

(i) Basic earnings per share

Basic earnings per share is calculated by dividing the profit / (loss) attributable to equity holders of the Group, excluding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(p) Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of 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 taxation authority is included with other receivables or 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 taxation authority, are presented as operating cash flow.

(q) Government grants

Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate.

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(r) Investments and other financial assets

Investments and other financial assets are recognised and derecognised on settlement date where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the time frame established by the market concerned. They are initially measured at fair value, net of transaction costs, except for those financial assets classified as fair value through profit or loss, which are initially measured at fair value.

The Group classifies its financial assets in the following measurement categories:

• Those to be measured subsequently at fair value (either through other comprehensive income (OCI), or through profit or loss); or

• Those to be measured at amortised cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, the classification will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at FVOCI.

(i) Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

The Group subsequently measures all equity investments at fair value. The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include reference to the fair values of recent arm’s length transactions, involving the same instruments or other instruments that are substantially the same, discounted cash flow analysis, and pricing models to reflect the issuer’s specific circumstances.

Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group’s right to receive payments is established.

Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

(ii) Impairment

The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired. For trade and other receivables, the Group applies the simplified approach permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience.

(s) New Accounting Standards and Interpretations not yet mandatory or early adopted

The Group has adopted all standards which became effective for the first time for the year ended 30 June 2023. The adoption of any new accounting standards applicable to the Group has not had a material impact on the financial statements.

The Group has chosen not to early-adopt any accounting standards that have been issued but are not yet effective. The impact of accounting standards that have been issued, but are not yet effective, is not material to these financial statements.

44

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements

NOTE 2. FINANCIAL RISK MANAGEMENT

The Group’s financial instruments consist mainly of deposits with banks, lease liabilities and accounts receivable and payable.

The Group's activities expose it to a variety of financial risks; market risk (including fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by the Board of Directors under policies approved by the Board. The Board identifies and evaluates financial risks and provides written principles for overall risk management.

The main risks the Group is exposed to through its financial instruments are interest rate risk, foreign currency risk, and liquidity risk, credit risk and price risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s Australian Dollar current and non-current debt obligations with floating interest rates. The Group is also exposed to interest rate risk on its cash and short term deposits.

2023	Floating interest rate	Fixed interest rate maturing in	Fixed interest rate maturing between	Non-interest bearing	Total	Weighted average
Financial Instruments		1 year or less	1 and 2 years			effective interest rate
	$	$	$	$	$	%
(i) Financial assets
Available cash on hand	1,805,758	3,000,000	-	961,554	5,767,312	4.18
Restricted cash	-	195,000	-	145,389	340,389	4.38
Total financial assets	1,805,758	3,195,000	-	1,106,943	6,107,701
(ii) Financial liabilities
Trade and other payables	-	-	-	503,482	503,482
Lease liabilities – current	-	74,672	-	-	74,672
Lease liabilities – non current	-	-	85,139	-	85,139
Total financial liabilities	-	74,672	85,139	503,482	663,293
2022	Floating interest rate	Fixed interest rate maturing in	Fixed interest rate maturing between	Non-interest bearing	Total	Weighted average
Financial Instruments		1 year or less	1 and 2 years			effective interest rate
	$	$	$	$	$	%
(i) Financial assets
Available cash on hand	3,484,984	-	-	1,926,631	5,411,615	0.86
Restricted cash	-	195,000	-	115,729	310,729	0.35
Total financial assets	3,484,984	195,000	-	2,042,360	5,722,344
(ii) Financial liabilities
Trade & other payables	-	-	-	281,915	281,915
Lease liabilities – current	-	87,795	-	-	87,795
Lease liabilities – non current	-	-	33,593	-	33,593
Total financial liabilities	-	87,795	33,593	281,915	403,303

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Annual Financial Report (cont) Notes to the Consolidated Financial Statements NOTE 2. FINANCIAL RISK MANAGEMENT (CONTINUED)

Net Fair Values

The net fair value of financial assets and liabilities approximate carrying values due to their short-term nature.

Sensitivity Analysis – Interest Rate Risk

The Group has performed a sensitivity analysis relating to its exposure to interest rate risk at the reporting date. This sensitivity analysis demonstrates the effect on the current period results and equity which could result from a change in interest rates.

erest rates.
	30 June	30 June
	2023	2022
	$	$
Change in loss:
Increase by 1%	(18,058)	(34,850)
Decrease by 1%	18,058	34,850
Change in equity:
Increase by 1%	(18,058)	(34,850)
Decrease by 1%	18,058	34,850

Foreign exchange risk

Exposure

The Group holds foreign currency cash in Euro and US Dollar to operate in Finland and the United States. It also has foreign currency receivables and payables in these countries which are exposed to foreign currency fluctuations. The Group manages its foreign exchange risk and exposure by purchasing foreign currency for the following budget year and reviews forecasted exchange rates by various banks on a monthly basis. The Group’s exposure to foreign currency risk at the end of the reporting year, expressed in Australian dollar, was as follows:

Year ended 30 June 2023 Cash on hand Restricted cash Other receivables Trade and other payables Year ended 30 June 2022 Cash on hand Restricted cash Other receivables Trade and other payables	EUR $ USD $ Total $ 510,665 450,817 961,482 68,593 46,796 115,389 10,596 - 10,596 (78,391) (6,700) (85,091)
	511,463 490,913 1,002,376
	EUR $ USD $ Total $ 1,762,765 163,674 1,926,439 63,492 45,037 108,529 8,543 - 8,543 (20,500) (4,355) (24,855)
	1,814,300 204,356 2,018,656

Amounts recognised in profit or loss and other comprehensive income

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements

NOTE 2. FINANCIAL RISK MANAGEMENT (CONTINUED)

During the year ended, the following foreign-exchange related amounts were recognised in profit or loss and other comprehensive income:

	2023	2022
	$	$
Amounts recognised in profit or loss
Net foreign exchange gain/(loss) included in other income/other	(55,368)	(34,378)
expenses
Total net foreign exchange (losses) recognised in loss before income tax	(55,368)	(34,378)
for the year
Net gains/(losses) recognised in other comprehensive income
Translation of foreign operations	(20,090)	(30,963)

Sensitivity

As shown in the table above, the Group is primarily exposed to changes in EUR/$exchange rates. The sensitivity of profit or loss to changes in the exchange rates arises mainly from Euro and US dollar denominated financial instruments and the impact on other components of equity arises from translation of foreign operations.

	Impact on	Impact on
	post tax loss	other
		components
		of equity
	$	$
EUR/$ exchange rate – increase 10%*	(53,827)	(24,442)
EUR/$ exchange rate – decrease (10%)*	53,827	24,442
USD/$ exchange rate – increase 10%*	(1,161)	(5,638)
USD/$ exchange rate – decrease (10%)*	1,161	5,638

*Holding all other variables constant

LIQUIDITY RISK

Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. Management monitors rolling forecasts of the Group’s cash reserves on the basis of expected development, exploration and corporate cash flows. This ensures that the Group complies with prudent liquidity risk management by maintaining sufficient cash and marketable securities and the availability of funding through the equity markets to meet obligations when due.

Credit Risk

Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents and other receivables. The Group’s exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- based on Standard and Poor’s rating agency.

The credit risk on other receivables is limited as it is comprised of prepayments and GST recoverable from the Australian Taxation Office and tax authorities in Finland. The credit risk on liquid funds is limited because the counter party is a bank with high credit rating. There are no receivable balances which are past due or impaired.

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Annual Financial Report (cont) Notes to the Consolidated Financial Statements NOTE 2. FINANCIAL RISK MANAGEMENT (CONTINUED)

Price risk

Exposure

The Group’s exposure to equity securities price risk arises from investments held by the Group and classified in the statement of financial position as investments (see Note 6). The Group’s investment is publicly traded on the Australian Stock Exchange (“ASX”).

The Group is not currently exposed to commodity price risk.

Sensitivity

The table below summarises the impact of increases/decreases of the investment’s share price on the Group’s equity and post-tax loss for the year. The analysis is based on the assumption that the investment’s share price had increased or decreased by 10% with all other variables held constant, and that the Group’s equity instrument moved in line with the indexes.

he indexes.
	Impact on	Impact on	Impact on	Impact on
	post tax loss	post tax loss	other	other
			components	components
			of equity	of equity
	2023	2022	2023	2022
	$	$	$	$
ASX index – increase 10%	-	-	(75,254)	(195,660)
ASX index – decrease (10%)	-	-	75,254	195,660

There would be no impact on post tax loss as the Group does not recognise any financial assets at fair value through profit or loss. Other components of equity would increase/decrease as a result of gains/losses on equity securities classified as investments. As the fair value of investments would still be above cost, no impairment loss would be recognised in profit or loss as a result of the decrease in the index.

Amounts recognised in statement of profit or loss and other comprehensive income

The amounts recognised in profit or loss and other comprehensive income in relation to the investments held by the Group are disclosed in Note 6.

NOTE 3. SEGMENT INFORMATION

For management purposes, the Group has three reportable segments as follows:

• Finland exploration activities, which includes exploration and evaluation of mineral tenements in Central Lapland.

• Australia exploration activities, which includes exploration and evaluation of mineral tenements in Western Australia, New South Wales and Victoria.

• Unallocated, which includes all other expenses that cannot be directly attributed to any of the segments above, this includes the cost of storage of exploration equipment in the US.

Segment information that is evaluated by the Chief Operating Decision Marker (as defined by AASB 8 Operating Segments) is prepared in conformity with the accounting policies adopted for preparing the financial statements of the Group.

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Annual Financial Report (cont) Notes to the Consolidated Financial Statements NOTE 3. SEGMENT INFORMATION (CONTINUED)

SEGMENT RESULTS

Statement ofprofit or loss for theyear ended 30 June 2023	Statement ofprofit or loss for theyear ended 30 June 2023
	Finland exploration activities	Australia exploration activities	Unallocated	Total
Other income	-	-	129,554	129,554
Corporate expenses	-	-	(1,314,163)	(1,314,163)
Business Development	-	-	(182,075)	(182,075)
Travel	-	-	(81,352)	(81,352)
Depreciation expense	-	-	(147,734)	(147,734)
Share-basedpayments	-	-	(779,847)	(779,847)
Othergain/(losses)- net	-	-	51,089	51,089
Gain on disposal of tenement			179,421	179,421
Finance Cost of Right of Use asset	-	-	(5,784)	(5,784)
Exploration expenditure expensed as incurred	(538,268)	(4,054,911)	(11,608)	(4,604,787)
Loss before income tax	(538,268)	(4,054,911)	(2,162,499)	(6,755,678)
Income tax expense	-	-	-	-
Loss after income tax for theyear	(538,268)	(4,054,911)	(2,162,499)	(6,755,678)

Statement of profit or loss for the year ended 30 June 2022	Statement of profit or loss for the year ended 30 June 2022	Statement of profit or loss for the year ended 30 June 2022	Statement of profit or loss for the year ended 30 June 2022
		Finland exploration activities		Australia exploration activities	Unallocated	Total
Other income		-		-	166,912	166,912
Corporate expenses		-		-	(1,060,327)	(1,060,327)
Business Development		-		-	(258,343)	(258,343)
Travel		-		-	(103,467)	(103,467)
Depreciation expense		-		-	(139,029)	(139,029)
Share-basedpayments		-		-	(1,364,243)	(1,364,243)
Othergain/(losses)- net		-		-	(39,682)	(39,682)
Gain on disposal of tenement		-		-	161,738	161,738
Finance Cost of Right of Use asset		-		-	(8,221)	(8,221)
Exploration expenditure expensed as incurred		(1,728,763)		(2,990,176)	(2,024)	(4,720,963)
Loss before income tax		(1,728,763)		(2,990,176)	(2,646,686)	7,365,625)
Income tax expense		-		-	-	-
Loss after income tax for theyear		(1,728,763)		(2,990,176)	(2,646,686)	(7,365,625)
	Finland exploration activities		Australia exploration activities		Unallocated	Total
Exploration assets 2023	966,972		1,459,598		-	2,426,570
Exploration assets 2022	966,972		1,400,000		-	2,366,972

SEGMENT ASSETS AND LIABILITIES

The Group’s other assets (excluding exploration assets) are mostly attributable to the unallocated segment therefore assets attributable to exploration in Finland and Australia is immaterial for disclosure.

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Annual Financial Report (cont) Notes to the Consolidated Financial Statements NOTE 4. INCOME TAX

Recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income Current tax Deferred tax Under (over) provided in prior years Total income tax benefit/(expense) per Consolidated Statement of Profit or Loss and Other Comprehensive Income Numerical reconciliation between tax expense and pre-tax net loss Net loss before tax Income tax benefit at 30% (2022: 25%) Income tax expense / (benefit) for overseas entities (at various rates) Increase in income tax due to: Non-deductible expenses Current year tax losses not recognised Decrease in income tax due to: Movement in unrecognised temporary differences Capital losses recognised during the year Capital losses utilised during the year Tax losses utilised during the year Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following: Previous year tax losses brought forward (1) Tax revenue losses (2)	30 June 2023 $ 30 June 2022 $ - - - - - -
	- -
	(6,755,677) (7,365,625) (1,971,740) (1,406,724) 125,509 (347,770) 238,916 341,342 1,670,070 1,432,411 (62,754) (19,259) - - - - - -
	- -
	9,909,266 8,450,662 1,705,607 1,458,604
	11,614,873 9,909,266

(1) Tax losses have been adjusted to reflect 2022 actual tax return.

(2) Net deferred tax assets have not been brought to account as it is not probable that within the immediate future tax profits will be available against which deductible temporary differences and tax losses can be utilised.

NOTE 5. CASH AND CASH EQUIVALENTS

Current Cash at bank and in hand Restricted cash	30 June 2023 $ 30 June 2022 $ 5,767,312 5,411,615 340,389 310,729
	6,107,701 5,722,344

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements NOTE 6. INVESTMENTS AND OTHER FINANCIAL ASSETS

(i) Classification of financial assets at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income (FVOCI) comprise of equity securities which are not held for trading, and which the Group has irrevocably elected at initial recognition to recognise in this category.

(ii) Equity investments at fair value through other comprehensive income

Equity investments at FVOCI comprise the following individual investments:

i) Equity investments at fair value through other comprehensive income quity investments at FVOCI comprise the following individual investments:
	30 June	30 June
	2023	2022
	$	$
Investments
Balance at beginning of the year
Todd River Resources Ltd	1,956,601	6,246,071
Aurion Resources Ltd	150,816	-
Movement during the year
Aurion Resources Ltd issued for sale of Keulakkopää exploration permit (i)	-	172,700
Todd River Resources change in fair value of investment	(1,204,062)	(4,289,471)
Aurion Resources Ltd change in fair value of investment	-	(21,884)
Aurion shares disposal of shares	(150,816)	-
Balance as at 30 June	752,539	2,107,417

(i) Valuation based on share price as at 8 June 2022.

(iii) Fair values of other financial assets at amortised cost

Financial assets at amortised cost include the following:

Current – Trade and other receivables Trade and other receivables	30 June 2023 30 June 2022 $ $ 129,685 86,870
	129,685 86,870

Due to the short term nature of the trade and other receivables and prepayments, their carrying amount is considered to be the same as their fair value.

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Annual Financial Report (cont) Notes to the Consolidated Financial Statements NOTE 7. EXPLORATION AND EVALUATION

nnual Financial Report (cont) otes to the Consolidated Financial Statements OTE 7. EXPLORATION AND EVALUATION
Exploration costs Movement during the year Balance at beginning of the year Exploration expenditure incurred during the year Exploration expenditure incurred during the year and expensed (i) Exploration expenditure relating to acquisitions (ii) Balance at end of the year	30 June 2023 $ 30 June 2022 $ 2,366,972 2,366,972
	2,366,972 2,366,972 4,604,786 4,720,963 (4,604,786) (4,720,963) 59,598 -
	2,426,570 2,366,972

(i) During the year ended 30 June 2023 the exploration expenditure incurred pertains to the following:

Australian Projects

Exploration expenditure incurred and expensed for Australia was $4,054,911.

Finland Projects

Exploration expenditure incurred and expensed for Finland was $538,268.

US Projects

Exploration expenditure incurred and expensed for the in the US was $11,608

There is no reduction in the exploration asset for the Finnish tenement that was sold during the year as the acquisition costs originally capitalised were for the Finland area of interest which includes a collection of tenements which S2 is continuing to explore.

(ii) Stamp duty in relation to Jillewarra farm in agreement October 2020.

NOTE 8. TRADE AND OTHER PAYABLES

Trade and other payables (i)	30 June 2023 $ 30 June 2022 $ 503,482 281,915

(i) These amounts generally arise from the usual operating activities of the Group and are expected to be settled within 12 months. Collateral is not normally obtained.

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements NOTE 9. SHARE CAPITAL

NOTE 9. SHARE CAPITAL
	30 June 2023 No. of Shares 30 June 2023 $ 30 June 2022 No. of Shares 30 June 2022 $
Ordinary shares fully paid Movement in Share Capital Share Placement Share issue for consulting services Options exercised Ordinary shares fully paid Balance at beginningofyear	410,091,522 71,911,364 356,374,855 65,831,625 53,166,667 6,007,989 41,483,676 4,646,955 300,000 40,750 250,000 31,000 356,374,855 65,831,625 314,891,179 61,184,670
Balance at year end	410,091,522 71,911,364 356,374,855 65,831,625

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

NOTE 10. RESERVES

OTE 10. RESERVES
Share-based payments reserve (i) Other reserve (ii) Foreign currency translation reserve (iii) Revaluation reserve (iv)	30 June 2023 $ 30 June 2022 $ 4,069,570 3,388,852 144,517 144,517 341,792 321,702 (1,956,601) (774,423)
	2,599,278 3,080,648

(i) The share-based payments reserve recognises the fair value of the options issued to Directors, employees, and service providers.

(ii) Each share option converts into one ordinary share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither right to dividends or voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

In the year ended 30 June 2023, $99,128 in relation to the fair value of options which has lapsed or expired was transferred to accumulated losses.

(iii) The other reserve recognises the remaining non-controlling interest (33%) that was purchased from the Sakumpu vendors on 30 November 2015. Sakumpu Exploration Oy is a registered entity in Finland.

(iv) Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

(v) The revaluation reserve recognises the change in fair value of investments. Please refer to Note 6 of these financials.

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements NOTE 11. SHARE-BASED PAYMENTS

The following share-based payments arrangements were in existence during the current reporting year: Options

Options
Options Series	Number Issued	Number at 30 June 2023	Grant Date	Expiry Date	Exercise Price $	Fair value at Grant Date $
(12) Issued 12 November 2019	18,000,000	18,000,000	12/11/2019	11/11/2023	0.30	0.04
(13) Issued 3 December 2019	400,000	200,000	03/12/2019	02/12/2023	0.30	0.04
(14) Issued 27 August 2020	200,000	200,000	27/08/2020	26/08/2024	0.30	0.10
(15) Issued 5 October 2020	2,000,000	2,000,000	05/10/2020	04/10/2024	0.39	0.14
(16) Issued 17 November 2020	7,350,000	7,350,000	17/11/2020	16/11/2024	0.38	0.14
(17) Issued 12 November 2021	11,050,000	10,300,000	12/11/2021	11/11/2025	0.29	0.13
(18) Issued 19 April 2022	300,000	300,000	19/04/2022	18/04/2026	0.25	0.11
(19) Issued 28 April 2022	200,000	200,000	28/04/2022	27/04/2026	0.23	0.10
(20) Issued 21 October 2022	3,100,000	3,100,000	21/10/2022	20/10/2026	0.20	0.09
(21) Issued 16 November 2022	5,000,000	5,000,000	16/11/2022	20/10/2026	0.20	0.11
Total	47,600,000	46,650,000

• (12) The 18,000,000 options in series 12 comprised 15,500,000 options issued to the Directors of the Group which vested immediately, 2,100,000 options were issued to employees under the Employee Share Option Plan which vest one year from grant date and 400,000 options were issued to service providers which vest one year from grant date. For the service provider options, the value of services received was unable to be measured reliably and therefore the value of services received was measured by reference to the fair value of options issued.

• (13) The 400,000 options in series 13 which vests one year from grant date were issued to employees under the Employee Share Option Plan.

• (14) The 200,000 options in series 14 which vests one year from grant date were issued to a service provider under the Service Provider Option Plan. For the service provider options, the value of services received was unable to be measured reliably and therefore the value of services received was measured by reference to the fair value of options issued.

• (15) The 2,000,000 options in series 15 which vests one year from grant date was issued to an employee under the Employee Share Option Plan.

• (16) The 7,350,000 options in series 16 comprised 4,500,000 options issued to the Directors of the Group which vested immediately, 2,450,000 options were issued to employees under the Employee Share Option Plan which vest one year form grant date and 400,000 options were issued to service providers which vest one year from grant date. For the service provider options, the value of services received was unable to be measured reliably and therefore the value of services received was measured by reference to the fair value of options issued.

• (17) The 11,050,000 options in series 17 comprised 6,500,000 options issued to the Directors of the Group which vested immediately, 4,450,000 options were issued to employees under the Employee Share Option Plan which vest one year form grant date and 100,000 options were issued to service providers which vest one year from grant date. For the service provider options, the value of services received was unable to be measured reliably and therefore the value of services received was measured by reference to the fair value of options issued.

• (18) The 300,000 options in series 18 which vests one year from grant date was issued to an employee under the Employee Share Option Plan.

• (19) The 200,000 options in series 19 which vests one year from grant date was issued to an employee under the Employee Share Option Plan.

• (20) The 3,100,000 options in series 20 which vest one year from grant date comprised 2,900,000 issued to employees under the Employee Share Option Plan and 200,000 issued to service providers. For the service provider options, the value of services received was unable to be measured reliably and therefore the value of services received was measured by reference to the fair value of options issued.

• (21) The 5,000,000 options in series 21 which vest one year from proposed date were issued to directors.

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Annual Financial Report (cont) Notes to the Consolidated Financial Statements NOTE 11. SHARE-BASED PAYMENTS (CONTINUED)

The weighted average fair value of the share options granted during the year is $0.10.

The total expense of the share based payments for the year was:

Options issued to Directors Options issued under Employee Share Plan Options issued under Service Provider Plan	30 June 2023 $ 30 June 2022 $ 365,226 817,584 397,361 513,565 17,259 33,093
	779,846 1,364,243

The weighted average contractual life for options outstanding at the end of the year was 2.1 years.

Options were priced using a Black-Scholes option pricing model using the inputs below:

	Series 12	Series 13	Series 14	Series 15	Series 16
Grant date shareprice	0.115	0.115	0.20	0.28	0.28
Exerciseprice	0.30	0.30	0.30	0.39	0.38
Expected volatility	80%	80%	80%	80%	80%
Option life	4years	4years	4years	4years	4years
Dividendyield	0.00%	0.00%	0.00%	0.00%	0.00%
Interest rate	0.86%	0.86%	0.43%	0.29%	0.29%
	Series 17	Series 18	Series 19	Series 20	Series 21
Grant date shareprice	0.20	0.17	0.155	0.14	0.16
Exerciseprice	0.29	0.25	0.23	0.20	0.20
Expected volatility	100%	100%	100%	100%	100%
Option life	4years	4years	4years	4years	4years
Dividendyield	0.00%	0.00%	0.00%	0.00%	0.00%
Interest rate	1.11%	2.77%	2.77%	3.75%	3.20%

The following reconciles the outstanding share options granted in the year ended 30 June 2023:

Balance at the beginning of the year Granted during the year Exercised during the year Expired during the year (i) Balance at the end of the year Un-exercisable at the end of the year Exercisable at end of the year	30 June 2023 30 June 2023 30 June 2022 No. of Options Weighted average exercise price $ No. of Options 41,000,000 0.31 40,300,000 0.29 8,100,000 0.20 11,550,000 0.38 (250,000) 0.13 - (2,200,000) 0.14 (10,850,000) 0.26 46,650,000 0.30 41,000,000 0.31 8,100,000 0.20 4,300,000 0.28 38,550,000 0.31 36,700,000 0.31

(i) Options expired or cancelled during the year

For the year ended 30 June 2023, 2,200,000 employee and service provider share options were lapsed or expired.

No amounts are unpaid on any of the shares. No person entitled to exercise an option had or has any rights by virtue of the option to participate in any share issue of any other body corporate.

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements NOTE 12. DIVIDENDS

There were no dividends recommended or paid during the year ended 30 June 2023.

NOTE 13. KEY MANAGEMENT PERSONNEL DISCLOSURES

Short term employee benefits Post-employment benefits Annual Leave benefits Share-based payment (i)	30 June 2023 $ 30 June 2022 $ 828,474 747,032 38,841 62,923 (43,962) 51,054 365,226 956,289
	1,188,579 1,817,298

(i) Share payment payments expensed in the period.

Detailed remuneration disclosures are provided in the Remuneration Report.

NOTE 14. RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH USED IN OPERATING ACTIVITIES

Loss for the year Depreciation Equity Settled share-based payment transaction Income tax benefit/(expense) Other (gain)/losses – net Gain on disposal of asset Gain on disposal of exploration permit Increase/(Decrease) in trade and other payables Increase/(Decrease) in provisions (Increase)/Decrease in receivables Net cash outflow from operating activities NOTE 15. BASIC LOSS PER SHARE (a) Reconciliation of loss used in calculating loss per share Basic loss per share Loss attributable to the ordinary equity holders in calculating basic loss per share (b) Weighted average number of shares used as the Denominator Ordinary shares used as the denominator in calculating basic loss per share (c) Basic loss per share Basic loss per share Where loss per share is non-dilutive, it is not disclosed.	30 June 2023 $ 30 June 2022 $ (6,755,677) (7,365,625) 147,734 139,029 779,847 1,364,243 - - (55,368) 39,682 (51,932) (155,409) (179,421) (161,738) 221,567 (474,988) (27,597) 76,859 (14,985) (6,288)
	(5,935,832) (6,544,235)
	30 June 2023 30 June 2022 $ $ (6,755,677) (7,365,625) Number Number 373,655,991 349,422,920 Cents Cents (1.81) (2.11)

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements

NOTE 16. COMMITMENTS

The Group must meet the following tenement expenditure commitments to maintain them in good standing until they are joint ventured, sold, reduced, relinquished, exemptions from expenditure are applied or are otherwise disposed of. These commitments, net of farm outs, are not provided for in the financial statements and are:

Not later than one year After one year but less than two years After two years but less than five years After five years*	30 June 2023 $ 30 June 2022 $ 1,727,196 1,037,844 2,065,360 975,278 2,080,054 722,346 1,003,318 217,561 6,875,928 2,953,029

• Per annum

NOTE 17. RELATED PARTY TRANSACTIONS

Other than the Directors and key management personnel salaries and options described in Note 13 and the Remuneration Report, there were no related party transactions for the year ended 30 June 2023.

NOTE 18. JOINT VENTURES

The Group has interests in the following joint venture operations:

Tenement Area Activities Eundynie Nickel NOTE 19. PARENT ENTITY DISCLOSURES Financial position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Net assets Equity Issued capital Share-based payments reserve Fair value and other comprehensive income reserve Accumulated losses Total equity	2023 2022 80% 80% 30 June 2023 $ 30 June 2022 $ 5,762,862 5,342,322 3,404,398 4,871,585
	9,167,260 10,213,907
	365,634 325,958 158,576 95,437
	524,210 421,395
	8,643,050 9,792,512
	71,911,365 65,831,625 4,069,570 3,388,852 - (21,884) (67,337,885) (59,406,081)
	8,643,050 9,792,512

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Annual Financial Report (cont)

Notes to the Consolidated Financial Statements NOTE 19. PARENT ENTITY DISCLOSURES (CONTINUED)

Financial performance

nnual Financial Report (cont) otes to the Consolidated Financial Statements OTE 19. PARENT ENTITY DISCLOSURES (CONTINUED) ancial performance
Loss for the year Other comprehensive income Total comprehensive income	30 June 2023 $ 30 June 2022 $ (8,019,340) (11,636,181) - -
	(8,019,340) (11,636,181)

NOTE 20. SUBSIDIARIES

OTE 20. SUBSIDIARIES
Name of entity	Country of	Class of Shares	Equity	Holding
	incorporation
			2023	2022
Third Eye Pty Ltd	Australia	Ordinary	100%	100%
Dark Star Exploration Pty Ltd	Australia	Ordinary	100%	-
Southern Star Exploration Pty Ltd	Australia	Ordinary	100%	100%
Sirius Europa Pty Ltd	Australia	Ordinary	100%	100%
Norse Exploration Pty Ltd	Australia	Ordinary	100%	100%
Sakumpu Exploration Oy	Finland	Ordinary	100%	100%
S2 Exploration Quebec Inc.	Canada	Ordinary	100%	100%
S2RUS Pty Ltd	Australia	Ordinary	100%	100%
S2RUS LLC	United States	Ordinary	100%	100%
Nevada Star Exploration LLC	United States	Ordinary	100%	100%

NOTE 21. EVENTS OCCURRING AFTER THE REPORTING YEAR

On 07 August S2 Resources Ltd advised that it signed a binding agreement with Pacific State Metals (Holdings) Ltd to vend its West Murchison and Fraser Range tenements into Pacific State. Pacific State is an unlisted Australian-incorporated public company that has indicated to S2 that it has an intention to list on the Australian Securities Exchange (“ASX”) by 30 June 2024.

In return for the sale of its West Murchison and Fraser Range tenements to Pacific State, S2 will receive 7,000,000 ordinary fully paid shares in the issued capital of Pacific State, representing approximately 28.6% of Pacific State’s issued capital (on a post-transaction basis). Based on the agreed proforma capital structure post the planned initial public offering (IPO) on ASX, it is expected that S2 will hold approximately 13% of the issued capital in Pacific State post-completion of the IPO.

As part of the sale agreement, Pacific State has undertaken to use its reasonable endeavours to seek to list on ASX as soon as practicable. In the meantime, Pacific State is required to keep the tenements in good standing. Should Pacific State not complete an ASX listing by 30 June 2024 (or such later date as the parties may otherwise agree), then each of S2 and Pacific State must do all things necessary to unwind the transaction (such that the West Murchison and Fraser Range tenements will be transferred back to S2 and S2 will surrender the shares it holds in Pacific State).

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Annual Financial Report (cont) Notes to the Consolidated Financial Statements NOTE 22. REMUNERATION OF AUDITORS

During the year the following fees were paid or payable for services provided by the auditor of the Group: Audit services Total remuneration for audit services	30 June 2023 $ 30 June 2022 $ 48,000 44,000
	48,000 44,000

NOTE 23. FAIR VALUE MEASUREMENT

This note provides an update on the judgements and estimates in determining the fair values of the financial instruments since the last annual financial report.

Fair Value Hierarchy

To provide an indication about the reliability of the inputs used in determining fair value. The Group classifies its financial instruments into the three levels prescribed under accounting standards. An explanation of each level follows underneath the table.

The following table presents the Group’s financial assets and financial liabilities measured and recognised at fair value.

	Level 1	Level 2	Level 3	Total
As at 30 June 2023	$	$	$	$
Financial assets as FVOCI –
Equity Securities	752,539	-	-	752,539
	Level 1	Level 2	Level 3	Total
As at 30 June 2022	$	$	$	$
Financial assets as FVOCI –
Equity Securities	2,107,417	-	-	2,107,417

There were no transfers between levels during the year. The Group’s policy is to recognise transfers into and out of the fair value hierarchy levels at balance date.

The fair value of the financial assets and liabilities held by the Group must be estimated for recognition, measurement and /or disclosure purposes. The Group measures fair value by level, per the following fair value measurement hierarchy:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

• Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or the liability, either directly (as prices) or indirectly (derived from prices); and

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Valuation techniques used to determine fair values

The Group did not have any financial instruments that are recognised in the financial statements where their carrying value differed from the fair value. The fair value of assets and liabilities are included at an amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The carrying value of amounts of cash and short term trade and other receivables, trade payables and other current liabilities approximate their fair value largely due to the short term maturities of these payments.

Financial assets at fair value through other comprehensive income – equity securities

The fair value of the equity holdings held in ASX companies are based on the quoted market prices from the ASX on the last trading day prior to the period end.

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Directors’ Declaration

The Directors of the Group declare that:

1. The financial statements and notes as set out on pages 17 to 46 are in accordance with the Corporations Act 2001, and

2. (a) comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

3. (b) give a true and fair view of the financial position of the Group as at 30 June 2023 and of its performance for the year ended on that date.

4. The financial report also complies with International Financial Reporting Standards as disclosed in note 1 to the financial statements.

5. The Director acting in the capacity of Chief Executive Officer has declared that:

6. (a) the financial records of the Company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;

7. (b) the financial statements and notes for the financial year comply with the accounting standards; and

8. (c) the financial statements and notes for the financial year give a true and fair view.

9. In the opinion of the Directors there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.

10. The remuneration disclosures that are contained in the Remuneration Report in the Directors’ Report comply with Australian Accounting Standards AASB 124 Related Party Disclosures, the Corporations Act 2001 and the Corporations Regulations 2001.

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

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Mark Bennett Executive Chairman Melbourne 20 September 2023

60

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

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

DECLARATION OF INDEPENDENCE BY ASHLEIGH WOODLEY TO THE DIRECTORS OF S2 RESOURCES LIMITED

As lead auditor of S2 Resources Limited for the year ended 30 June 2023, I declare that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

2. No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of S2 Resources Limited and the entities it controlled during the period.

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Ashleigh Woodley Director

BDO Audit (WA) Pty Ltd

Perth, WA

20 September 2023

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

61

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

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INDEPENDENT AUDITOR'S REPORT

To the members of S2 Resources Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of S2 Resources Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2023, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration.

In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001 , including:

• (i) Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its financial performance for the year ended on that date; and

• (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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Carrying value of exploration and evaluation assets

Key audit matter

How the matter was addressed in our audit

As the carrying value of the capitalised exploration and evaluation asset represents a significant asset of the Group at 30 June 2023, we considered it necessary to assess whether any facts or circumstances exist to suggest that the carrying amount of this asset may exceed its recoverable amount.

Judgement is applied in determining the treatment of exploration expenditure in accordance with Australian Accounting Standard AASB 6 Exploration for and Evaluation of Mineral Resources . In particular, whether facts and circumstances indicate that the exploration and evaluation assets should be tested for impairment.

Our procedures included, but were not limited to:

• Obtaining a schedule of the areas of interest held by the Group and assessing whether the rights to tenure of those areas of interest remained current at balance date;

• Considering the status of the ongoing exploration programmes in the respective areas of interest by holding discussions with management, and reviewing the Group’s exploration budgets, ASX announcements and director’s minutes;

• Considering whether any such areas of interest had reached a stage where a reasonable assessment of economically recoverable reserves existed;

• Considering whether any facts or circumstances existed to suggest impairment testing was required; and

• Assessing the adequacy of the related disclosures in Notes 7 and 1(i) to the Financial Statements.

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Other information

The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2023, but does not include the financial report and the auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

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

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

Responsibilities of the directors for the Financial Report

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

In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:

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

This description forms part of our auditor’s report.

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Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 9 to 15 of the directors’ report for the year ended 30 June 2023.

In our opinion, the Remuneration Report of S2 Resources Limited, for the year ended 30 June 2023, complies with section 300A of the Corporations Act 2001 .

Responsibilities

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

BDO Audit (WA) Pty Ltd

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Ashleigh Woodley

Director

Perth,

20 September 2023

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Annual Report 2023

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Additional ASX Information

The shareholder information set out below was applicable as at the dates specified.

Unlisted Securities

Options (Current as at 10 October 2023) Options expiring 11 November 2023 at an exercise price of $0.30 Options expiring 2 December 2023 at an exercise price of $0.30 Options expiring 26 August 2024 at an exercise price of $0.30 Options expiring 4 October 2024 at an exercise price of $0.39 Options expiring 16 November 2024 at an exercise price of $0.38 Options expiring 11 November 2025 at an exercise price of $0.29 Options expiring 18 April 2026 at an exercise price of $0.25 Options expiring 27 April 2026 at an exercise price of $0.23 Options expiring 20 October 2026 at an exercise price of $0.20 Options expiring 20 October 2026 at an exercise price of $0.20

Number on issue Number of holders

18,000,000 10 200,000 1 200,000 1 2,000,000 1 7,350,000 11 10,300,000 14 300,000 1 200,000 1 3,100,000 9 5,000,000 3

Holders of over 20% of unlisted securities

These are the following holders of more than 20% of unlisted securities as at 10 October 2023:

lders of over 20% of unlisted securities ese are the following holders of more than 20% of unlisted securities as at 10	October 2023:
Mark Bennett	Number held
	15,000,000

Distribution of Equity Securities

Analysis of numbers of ordinary shareholders by size of holding:

1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over	Number of Shareholders
	1,956 1,176 522 1,080 390
	5,124

There are 2,565 holders holding less than a marketable parcel of ordinary shares based on the closing market price as at 10 October 2023.

Ordinary Shares Subject to Escrow

There are zero ordinary shares subject to either regulatory or voluntary escrow.

On-Market Buy-Back

There is no current on-market buy-back.

Voting Rights

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

• (a) Ordinary Shares: 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.

• (b) Options: These securities have no voting rights.

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Additional ASX Information (cont)

Substantial Holders (Current as at 10 October 2023)

dditional ASX Information (cont) bstantial Holders (Current as at 10 October 2023)
Ordinary Shares Mark Gareth Creasy, Yandal Investments Pty Ltd, Ponton Minerals Pty Ltd, Lake Rivers Gold Pty Ltd and Free CI Pty Ltd Jupiter Asset Management Paradice Investment Management Pty ltd	Number held Percentage of issued shares
	67,419,935 16.44% 60,155,987 14.67% 29,770,727 7.26%

Equity Security Holders (Current as at 10 October 2023)

The names of the twenty largest holders of quoted equity securities (ordinary shares) are listed below:

Rank Name 1 CITICORP NOMINEES PTY LIMITED 2 YANDAL INVESTMENTS PTY LTD 3 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 4 BNP PARIBAS NOMINEES PTY LTD 5 BT PORTFOLIO SERVICES LIMITED 6 PONTON MINERALS PTY LTD 6 FREE CI PTY LTD 8 LAKE RIVERS GOLD PTY LTD 9 MARTINI 29 PTY LTD 10 DR MARK ANTHONY BENNETT 11 BLACK RAVEN MINING PTY LTD 12 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 13 CITITEL PTY LTD 14 BNP PARIBAS NOMS PTY LTD 15 MR GRAEME BRUCE HATHWAY 16 RETZOS EXECUTIVE PTY LTD 17 MR ANTHONY MARK SAIA + MRS CARMEN SAIA A/C> 18 MR SANJIN VATRIC 19 PALM BEACH NOMINEES PTY LIMITED 20 MR ALAIN CHEVALIER Total of Top 20 Total Remaining Holders Balance	Units % of Units
	67,891,240 16.56 42,482,707 10.36 36,528,692 8.91 10,259,323 2.50 9,000,000 2.19 8,312,410 2.03 8,312,409 2.03 8,312,409 2.03 7,292,895 1.78 4,619,916 1.13 4,550,000 1.11 4,078,395 0.99 4,010,174 0.98 3,844,941 0.94 3,500,000 0.85 3,400,000 0.83 2,600,000 0.63 2,525,000 0.62 2,300,000 0.56 2,100,000 0.51
	235,920,511 57.53 174,171,011 42.47

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Additional ASX Information (cont)

Tenement Schedule as at 30 June 2023

Project	Tenement ID	Registered Holder	Location	Ownership %	Status
Western Australia
Three Springs	E70/5380	Southern Star Exploration Pty Ltd	Three Springs	100%	Granted
Three Springs	E70/5381	Southern Star Exploration Pty Ltd	Three Springs	100%	Granted
West Murchison	E70/5382	Southern Star Exploration Pty Ltd	West Murchison	100%	Granted
West Murchison	E09/2390	Southern Star Exploration Pty Ltd	West Murchison	100%	Granted
West Murchison	E09/2391	Southern Star Exploration Pty Ltd	West Murchison	100%	Granted
Jillewarra	E51/1602	Tanzi Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	E51/1603	Tanzi Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	E51/1604	Tanzi Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	E51/1617	Black Raven Mining Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	E51/1906	Black Raven Mining Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	E51/1915	Black Raven Mining Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	E51/2050	Third Eye Resources Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	E51/2051	Third Eye Resources Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	E51/2052	Third Eye Resources Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	E51/2053	Third Eye Resources Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	E51/2054	Third Eye Resources Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	M51/270	Tanzi Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	M51/353	Tanzi Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	M51/451	Tanzi Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	P51/2950	Black Raven Mining Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	P51/3082	Black Raven Mining Pty Ltd	Jillewarra	earning 51%	Granted
Jillewarra	E51/1955	Black Raven Mining Pty Ltd	Jillewarra	earning 51% when granted	Application
Jillewarra	E51/1956	Black Raven Mining Pty Ltd	Jillewarra	earning 51% when granted	Application
Jillewarra	E51/1965	Black Raven Mining Pty Ltd	Jillewarra	earning 51% when granted	Application
Jillewarra	E51/1966	Black Raven Mining Pty Ltd	Jillewarra	earning 51% when granted	Application
Polar Bear	E15/1298	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	E15/1461	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	E15/1541	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	E63/1142	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	E63/1712	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	E63/1725	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	E63/1756	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	M15/651	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	M15/710	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted

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Additional ASX Information (cont)

Tenement Schedule as at 30 June 2023

Project	Tenement ID	Registered Holder	Location	Ownership %	Status
Polar Bear	M15/1814	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	M63/230	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	M63/255	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	M63/269	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	M63/279	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	P15/5958	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	P15/5959	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	P63/1587	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	P63/1588	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	P63/1589	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	P63/1590	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	P63/1591	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	P63/1592	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	P63/1593	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	P63/1594	Polar Metals Pty Ltd	Lake Cowan	100% nickel	Granted
Polar Bear	M63/662	Polar Metals Pty Ltd	Lake Cowan	100% nickel when granted	Application
Eundynie JV	E15/1458	Polar Metals Pty Ltd / Shumwari Pty Ltd	Lake Cowan	80% nickel	Granted
Eundynie JV	E15/1459	Polar Metals Pty Ltd / Shumwari Pty Ltd	Lake Cowan	80% nickel	Granted
Eundynie JV	E15/1464	Polar Metals Pty Ltd / Shumwari Pty Ltd	Lake Cowan	80% nickel	Granted
Eundynie JV	E63/1726	Polar Metals Pty Ltd / Shumwari Pty Ltd	Lake Cowan	80% nickel	Granted
Eundynie JV	E63/1727	Polar Metals Pty Ltd / Shumwari Pty Ltd	Lake Cowan	80% nickel	Granted
Eundynie JV	E63/1738	Polar Metals Pty Ltd / Shumwari Pty Ltd	Lake Cowan	80% nickel	Granted
Norcott	E15/1487	Polar Metals Pty Ltd	Mt Norcott	100% nickel	Granted
Norcott	E63/1728	Polar Metals Pty Ltd	Mt Norcott	100% nickel	Granted
Fraser Range	E28/2791	Southern Star Exploration Pty Ltd	Fraser Range	100%	Granted
Fraser Range	E28/2792	Southern Star Exploration Pty Ltd	Fraser Range	100%	Granted
Fraser Range	E28/2794	Southern Star Exploration Pty Ltd	Fraser Range	100%	Granted
New South Wales
Koonenberry	EL9574	Dark Star Exploration Pty Ltd	Koonenberry	100%	Granted
Koonenberry	EL9575	Dark Star Exploration Pty Ltd	Koonenberry	100%	Granted
Koonenberry	EL9576	Dark Star Exploration Pty Ltd	Koonenberry	100%	Granted

Victoria

Greater Fosterville EL7795 Southern Star Exploration Pty Ltd Greater Bendigo 100% when granted Application Greater Fosterville EL8074 Southern Star Exploration Pty Ltd Greater Bendigo 100% when granted Application Greater Fosterville EL8166 Southern Star Exploration Pty Ltd Greater Bendigo 100% when granted Application Greater Fosterville EL8167 Southern Star Exploration Pty Ltd Greater Bendigo 100% when granted Application Greater Fosterville EL8292 Southern Star Exploration Pty Ltd Greater Bendigo 100% when granted Application

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Additional ASX Information (cont)

Tenement Schedule as at 30 June 2023

Project	Tenement ID	Registered Holder	Location	Ownership %	Status
Finland
Exploration Licenses
Central Lapland	Kerjonen ML2015:0061	Sakumpu Exploration Oy	Central Lapland	100%	Granted
Central Lapland	Paana Central ML2018:0081	Sakumpu Exploration Oy	Central Lapland	100%	Granted
Central Lapland	Aakenusvaara ML2018:0105	Sakumpu Exploration Oy	Central Lapland	100%	Granted
Central Lapland	Paana W2 ML2018:0107	Sakumpu Exploration Oy	Central Lapland	100%	Granted
Central Lapland	Putaanperä ML2016:0063	Sakumpu Exploration Oy	Central Lapland	100% when granted	Application
Central Lapland	Paana West ML2017:0028	Sakumpu Exploration Oy	Central Lapland	100% when granted	Application
Central Lapland	Nuttio ML2017:0041	Sakumpu Exploration Oy	Central Lapland	100% when granted	Application
Central Lapland	Hanhijarvi ML2017:0112	Sakumpu Exploration Oy	Central Lapland	100% when granted	Application
Central Lapland	Pahasvuoma ML2019:0085	Sakumpu Exploration Oy	Central Lapland	100% when granted	Application
Central Lapland	Rova ML2019:0086	Sakumpu Exploration Oy	Central Lapland	100% when granted	Application
Central Lapland	Ruopas ML2020:0043	Sakumpu Exploration Oy	Central Lapland	100% when granted	Application
Central Lapland	Paanapyytö ML2021:0058	Sakumpu Exploration Oy	Central Lapland	100% when granted	Application
Kinross JV	Palvanen ML2016:0062	Sakumpu Exploration Oy	Central Lapland	100% (Kinross earning 70%)	Granted
Kinross JV	Mesi ML2017:0034	Sakumpu Exploration Oy	Central Lapland	100% (Kinross earning 70%)	Granted
Kinross JV	Kehrävarsi ML2022:0064	KG Finland Exploration Oy	Central Lapland	100% (Kinross earning 70%)	Application
Kinross JV	Kevuvuoma ML2022:0089	KG Finland Exploration Oy	Central Lapland	100% (Kinross earning 70%)	Application
Rupert JV	Sikavaara E ML2016:0056	Sakumpu Exploration Oy	Central Lapland	100% (Rupert earning 70%)	Granted
Rupert JV	Sikavaara W ML2019:0107	Sakumpu Exploration Oy	Central Lapland	100% (Rupert earning 70%)	Granted

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Competent Persons Statement

Information in this report that relates to exploration results from Western Australia, New South Wales and Finland is based on information compiled by John Bartlett who is an employee and equity holder of the company. Mr Bartlett is a member of the Australasian Institute of Mining and Metallurgy (MAusIMM) and has sufficient experience of relevance to the style of mineralisation and the types of deposits under consideration, and to the activities undertaken, to qualify as Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Bartlett consents to the inclusion in this report of the matters based on information in the form and context in which it appears.

Information in this report that relates to exploration results from Victoria is based on information compiled by Rohan Worland who is an employee and equity holder of the company. Mr Worland is a member of the Australian Institute of Geoscientists (AIG) and has sufficient experience of relevance to the style of mineralisation and the types of deposits under consideration, and to the activities undertaken, to qualify as Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Worland consents to the inclusion in this report of the matters based on information in the form and context in which it appears.

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