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UNITY METALS LIMITED Interim / Quarterly Report 2025

Jan 7, 2026

65980_rns_2026-01-07_899d4856-bd45-4fbc-9a6a-4da12e4bfddc.pdf

Interim / Quarterly Report

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UNITY METALS LIMITED ABN 40 678 776 899

Interim Financial Report For the half-year ended 30 June 2025

Corporate Directory

Directors

Craig Mackay (Managing Director) Gilbert Rodgers (Corporate Director) Andrew Wright (Non-Executive Chairman) Mark Ashall (Non-Executive Director)

Company Secretary

Frank DeMarte

Registered Office

Level 2 34 Colin Street West Perth WA 6005 T: +61 419 383 710 E: [email protected] W: www.unitymetals.com.au

Australian Business Number

40 678 776 899

Auditors

BDO Audit Pty Ltd Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000

Contents

Directors’ Report 1
Auditor’s Independence Declaration 3
Statement of profit or loss and other comprehensive income 4
Statement of financial position 5
Statement of changes in equity 6
Statement of cash flows 7
Notes to the financial statements 8
Directors' declaration 12
Independent auditor's review report to the members of Unity Metals Limited 13

UNITY METALS LIMITED DIRECTORS' REPORT 30 JUNE 2025

The directors present their report, together with the financial statements, on Unity Metals Limited (referred to hereafter as the 'Company') for the half-year ended 30 June 2025.

Directors

The following persons were directors of Unity Metals Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated:

Craig Mackay Gilbert Rodgers Andrew Wright Mark Ashall

Principal activities

During the financial half-year, the principal continuing activities of the Company was that of a holding company in preparation for the proposed listing on the Australian Securities Exchange.

Review of operations

During the financial half-year, the Company did not undertake any trading operations. Activities were limited to receiving a loan from Unity Energy & Resources (Singapore) Limited and incurring professional fees associated with legal, corporate and compliance matters. These expenditures related to preparatory work undertaken in support of a proposed listing on the Australian Securities Exchange.

Significant changes in the state of affairs

There were significant changes in the state of affairs of the Company subsequent to the end of the financial half-year. Refer to the section ‘Matters subsequent to the end of the financial half-year’.

Matters subsequent to the end of the financial half-year

Subsequent to period end, the Company entered into agreements with the shareholders of Unity Energy & Resources (Singapore) Limited ( Unity E&R ) to allow shareholders to exchange their shares and options in Unity E&R for shares and options in Unity Metals Limited. This was undertaken in preparation for the Company’s initial public offering (IPO) and intended listing on the Australian Securities Exchange (ASX), which is yet to be completed. The share exchange was completed on 23 September 2025. The agreements included:

  • 115,633,697 shares in the Company issued to shareholders of Unity E&R in a 1 for 1 share exchange

  • 10,890,195 shares in the Company issued for 25,993,174 In the Money options

  • 6,587,702 options in the Company issued for 6,587,702 Out of the Money options

1

UNITY METALS LIMITED DIRECTORS' REPORT 30 JUNE 2025

As at 23 September 2025, Unity Metals Limited consolidated group consists of the following subsidiaries:

Name of company Ownership interest
%
Unity Energy & Resources (Singapore) Limited 100
Unity E&M Pte. Ltd. 100
Unity Vulcan Pte. Ltd. 100
Unity Metals (Cambodia) Co., Ltd 85
Unity Minerals (Thailand) Co., Ltd. 100
Unity E and R Metals Company Limited1 100
Highland Hopang Resources Co., Ltd1 85
Bawsaing Resources Co., Ltd1 75
  • 1 Liquidation in process

No other matters or circumstances have arisen since 30 June 2025 that have significantly affected, or may significantly affect the Company’s operations, the results of those operations, or the Company’s state of affairs in future financial years.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.

On behalf of the Board of Directors,

………………………………..

Craig Mackay Director 28 October 2025

………………………………..

Gilbert Christopher Rodgers Director 28 October 2025

2

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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DECLARATION OF INDEPENDENCE BY NEIL SMITH TO THE DIRECTORS OF UNITY METALS LIMITED

As lead auditor for the review of Unity Metals Limited for the half-year ended 30 June 2025, 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 review; and

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

This declaration is in respect of Unity Metals Limited and the entities it controlled during the period.

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Neil Smith

Director

BDO Audit Pty Ltd

Perth

28 October 2025

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

UNITY METALS LIMITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 30 JUNE 2025

Note
Income
Other income
2
Expenses
Legal and professional fees
3
Finance costs
3
Other expenses
3
Loss before income tax expense
Income tax expense
Loss after income tax expense
Total comprehensive loss for the period
30 June 2025
30 June 2024
$
$
17,295
-
(123,603)
-
(3,021)
-
(2,137)
-
(111,466)
-
-
-
(111,466)
-
(111,466)
-

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

4

UNITY METALS LIMITED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025

Note
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Prepayments
4
Total current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
5
Total current liabilities
Non-current liabilities
Borrowings
6
Total non-current liabilities
Total liabilities
Net liabilities
Equity
Issued capital
Accumulated losses
Total equity
30 June 2025
31 Dec 2024
$
$
6,487
9,962
1,663
2,964
15,945
-
24,095
12,926
24,095
12,926
53,688
9,150
53,688
9,150
129,327
51,230
129,327
51,230
183,015
60,380
(158,920)
(47,454)
2
2
(158,922)
(47,456)
(158,920)
(47,454)

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

5

UNITY METALS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 30 JUNE 2025

Balance at incorporation date 2 July 2024
Loss after income tax expense for the period
Transactions with owners in their capacity
as owners:
Contributions of equity, net of transaction costs
Balance at 31 December 2024
Balance at 1 January 2025
Loss after income tax expense for the period
Transactions with owners in their capacity
as owners:
Contributions of equity, net of transaction costs
Balance at 30 June 2025
Issued
capital
Accumulated
losses
Total
equity
$
$
$
-
-
-
-
(47,456)
(47,456)
2
-
2
2
(47,456)
(47,454)
Issued
capital
Accumulated
losses
Total
equity
$
$
$
2
(47,456)
(47,454)
-
(111,466)
(111,466)
-
-
-
2
(158,922)
(158,920)

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

6

UNITY METALS LIMITED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 30 JUNE 2025

Cash flows from operating activities
Payments to suppliers and employees (inclusive of GST)
Net cash used in operating activities
Cash flows from financing activities
Proceeds from borrowings
Transaction costs for shares to be issued in IPO
Net cash from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
30 June 2025
30 June 2024
$
$
(36,444)
-
(36,444)
-
43,033
-
(10,064)
-
32,969
-
(3,475)
-
9,962
-
6,487
-

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

7

UNITY METALS LIMITED NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2025

Note 1. Material accounting policy information

These general purpose financial statements for the interim half-year reporting period ended 30 June 2025 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.

These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the financial statements for the period from incorporation 2 July 2024 to 31 December 2024.

The accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated.

Reporting period and comparative information

The Company was incorporated on 2 July 2024. Accordingly, there are no comparative amounts for the Statement of Profit or Loss and Other Comprehensive Income and the Statement of Cash Flows for 30 June 2024.

New or amended Accounting Standards and Interpretations adopted

The Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

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

Prepayments

Prepayments are recognised when payment is made for goods or services prior to their receipt and are expensed over the period in which the related benefits are received. Prepayments are classified as current assets unless the benefit extends beyond 12 months. Costs directly attributable to the issue of new shares are initially recognised as prepayments and subsequently transferred to equity upon completion of the capital raising.

Going concern

The company’s financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

At 30 June 2025, the Company had a cash position of $6,487 (31 December 2024: $9,662), recorded a loss of $111,466 (30 June 2024: nil) and had net cash outflows from operating activities of $36,444 (30 June 2024: nil). The ability to continue as a going concern is dependent on the Company's ability to raise capital through its planned initial public offering (IPO) and existing shareholders. As a result, there a material uncertainty that may cast significant doubt over the entity’s ability to continue as a going concern.

8

UNITY METALS LIMITED NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2025

The Directors believe their plans are achievable and it is appropriate to prepare the financial report on a going concern basis for the following reasons:

  1. ability to scale back operating expenses

  2. short-term financial support through a borrowings facility with a related party

  3. ability to raise funds through the planned IPO

Based on these factors, the directors believe that it is appropriate to prepare the 30 June 2025 financial statements on a going concern basis. The Directors are satisfied the Company can pay its debts as and when they become due and payable.

In the event that the Company is not able to successfully complete any one or more of the aforementioned activities, it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts, nor to the amounts and classification of liabilities that might be necessary should the Company not continue as a going concern.

Note 2. Other income

Other income – related party financing support 30 Jun 2025
30 Jun 2024
$
$
17,295
-
17,295
-

During the half-year the Company recognised a financial liability in respect of a loan provided by Unity Energy & Resources (Singapore) Limited. The loan was initially recognised at fair value with the difference between the proceeds received and the fair value of the liability recognised as other income. Refer Note 6.

Note 3. Expenses

Loss before income tax includes the following specific expenses:
Legal and professional costs
Finance costs – interest on related party borrowings
Other expenses
30 Jun 2025
30 Jun 2024
$
$
(123,603)
-
(3,021)
(2,137)
-
(128,761)
-

Note 4. Prepayments

Prepaid share issue costs 30 Jun 2025
31 Dec 2024
$
$
15,945
-
15,945
-

Costs incurred that relate to both the issuing of new shares and to the intended listing on ASX are allocated between those functions based on the proportion of new shares to be issued to the total number of new and existing shares. The proportion of costs relating to the issuance of new shares has been classified as a prepayment and will be transferred to equity once the shares have been issued.

9

UNITY METALS LIMITED NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2025

Note 5. Trade and other payables

Trade and other payables
Note 6. Borrowings
Loan – Unity Energy & Resources (Singapore) Limited
30 Jun 2025
31 Dec 2024
$
$
53,688
9,150
53,688
9,150
30 Jun 2025
31 Dec 2024
$
$
129,327
51,230
129,327
51,230

Note 7. Commitments and contingencies

At the reporting date, the Company had no material commitments or contingencies.

Note 8. Events after the reporting period

Share Exchange

Subsequent to period end, the Company entered into agreements with the shareholders of Unity Energy & Resources (Singapore) Limited ( Unity E&R ) to allow shareholders to exchange their shares and options in Unity E&R for shares and options in Unity Metals Limited. This was undertaken in preparation for the Company’s initial public offering (IPO) and intended listing on ASX, which is yet to be completed. The share exchange was completed on 23 September 2025. The agreements included:

  • 115,633,697 shares in the Company issued to shareholders of Unity E&R in a 1 for 1 share exchange

  • 10,890,195 shares in the Company issued for 25,993,174 In the Money options

  • 6,587,702 options in the Company issued for 6,587,702 Out of the Money options

As at 23 September 2025, the Unity Metals Limited consolidated group consists of the following subsidiaries:

ubsidiaries:
Name of company Ownership interest
%
Unity Energy & Resources (Singapore) Limited 100
Unity E&M Pte. Ltd. 100
Unity Vulcan Pte. Ltd. 100
Unity Metals (Cambodia) Co., Ltd 85
Unity Minerals (Thailand) Co., Ltd. 100
Unity E and R Metals Company Limited1 100
Highland Hopang Resources Co., Ltd1 85
Bawsaing Resources Co., Ltd1 75

1 Liquidation in process

10

UNITY METALS LIMITED NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2025

Service Agreements

Subsequent to period end, the Company entered into the following service agreements:

  • Executive Service Agreement with Craig Mackay (Managing Director) to be employed on a fulltime basis commencing on the date of the Company’s admission to the ASX, with an annual salary of $280,000 excluding statutory superannuation. In addition to an annual salary, Mr Mackay is entitled to be granted 5,325,000 Performance Rights under the Company’s Equity Incentive Plan.

  • Executive Service Agreement with Gilbert Rodgers (Corporate Director) to be employed on a full-time basis commencing on the date of the Company’s admission to the ASX, with an annual salary of $182,000 excluding statutory superannuation. In addition to an annual salary, Mr Rodgers is entitled to be granted 3,900,000 Performance Rights under the Company’s Equity Incentive Plan.

  • Letter of Engagement with Andrew Wright (Non-Executive Director) with an annual director’s fee of $56,000 per annum, excluding statutory superannuation. In addition to Director’s fees, the terms of engagement include the grant of 1,700,000 Performance Rights under the Company’s Equity Incentive Plan.

  • Letter of Engagement with Mark Ashall (Non-Executive Director) with an annual director’s fee of $47,000 per annum, excluding statutory superannuation. In addition to Director’s fees, the terms of engagement include the grant of 1,700,000 Performance Rights under the Company’s Equity Incentive Plan.

No other matters or circumstances have arisen since 30 June 2025 that have significantly affected, or may significantly affect the Company’s operations, the results of those operations, or the Company’s state of affairs in future financial years.

11

UNITY METALS LIMITED DIRECTORS’ DECLARATION 30 JUNE 2025

In the directors' opinion:

  • the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;

  • the attached financial statements and notes give a true and fair view of the Company’s financial position as at 30 June 2025 and of its performance for the financial half-year ended on that date;

  • there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and

Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.

On behalf of the directors

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______ Gilbert Rodgers Director

28 October 2025 Perth

12

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 REVIEW REPORT

To the members of Unity Metals Limited

Report on the Half-Year Financial Report

Conclusion

We have reviewed the half-year financial report of Unity Metals Limited (the Company), which comprises the statement of financial position as at 30 June 2025, the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the halfyear ended on that date, material accounting policy information and other explanatory information, and the directors’ declaration.

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

  • i. Giving a true and fair view of the company’s financial position as at 30 June 2025 and of its financial performance for the half-year ended on that date; and

  • ii. Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

Basis for conclusion

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

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

Material uncertainty relating to going concern

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

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of A.C.N. 050 110 275 Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and A.C.N. 050 110 275 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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Responsibility of the directors for the financial report

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

Auditor’s responsibility for the review of the financial report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Company’s financial position as at 30 June 2025 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

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

BDO Audit Pty Ltd

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Neil Smith

Director

Perth, 28 October 2025