WA1 RESOURCES LTD

CORPORATE INFORMATION

DIRECTORS

Gary Lethridge Non-Executive Chairperson Paul Savich Managing Director Rhys Bradley Non-Executive Director and Company Secretary Tom Lyons Executive Director (appointed 1 March 2023, Non-Executive Director 1 July 2022)

REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

Level 2, 55 Carrington Street Nedlands, Western Australia, 6009 ABN 51 646 878 631

AUDITORS

BDO Audit (WA) Pty Ltd Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, Western Australia, 6000 Telephone: +61 8 6382 4600

SOLICITORS

EMK Lawyers Unit 1, 519 Stirling Highway Cottesloe, Western Australia, 6011 Telephone: +61 8 9794 6192

SHARE REGISTRY

Automic Registry Services Level 5, 191 St Georges Terrace Perth, Western Australia, 6000 Investor enquiries: 1300 288 664

WEBSITE

www.wa1.com.au

STOCK EXCHANGE LISTING

WA1 Resources Ltd shares are listed on the Australian Securities Exchange (ASX: WA1)

WA1 RESOURCES LTD

2023 ANNUAL REPORT

CHAIRPERSON’S LETTER TO SHAREHOLDERS ........................................................................................................................... 3 REVIEW OF OPERATIONS ................................................................................................................................................................. 4 DIRECTORS’ REPORT ....................................................................................................................................................................... 12 REMUNERATION REPORT (AUDITED) ........................................................................................................................................... 16 AUDITOR’S INDEPENDENCE DECLARATION ............................................................................................................................... 21 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ....................................................................... 22 STATEMENT OF FINANCIAL POSITION ........................................................................................................................................ 23 STATEMENT OF CHANGES IN EQUITY ......................................................................................................................................... 24 STATEMENT OF CASH FLOWS ....................................................................................................................................................... 25 NOTES TO THE FINANCIAL STATEMENTS ................................................................................................................................... 26 DIRECTOR’S DECLARATION ........................................................................................................................................................... 39 INDEPENDENT AUDITOR’S REPORT ............................................................................................................................................. 40 ASX ADDITIONAL INFORMATION .................................................................................................................................................. 44

WA1 RESOURCES LTD

2023 ANNUAL REPORT

CHAIRPERSON’S LETTER TO SHAREHOLDERS

Dear Fellow Shareholders,

On behalf of the Board of Directors, it is my pleasure to present to you the 2023 Annual Report on what has been a very busy year for WA1 Resources Ltd ( WA1 , or the Company ), our second as an ASX-listed Company.

The 2023 financial year has been a momentous twelve months for WA1. It has seen the discovery of two mineralised carbonatite systems ( Luni and P2 ) in our maiden exploration drill program, along with the safe execution of important follow-up activities in the West Arunta. This work has enabled the confirmation and ongoing definition of a potentially significant niobium deposit at Luni, and an exciting earlier-stage prospect at P2.

Niobium is a critical metal with unique properties that make it essential as the world transitions to a low carbon economy. Global supply is concentrated in Brazil (90% of global production), however global demand for niobium products is widespread. There are many end users and a growing number of applications.

Our initial exploration discovery was from a single reverse circulation ( RC ) hole at the P2 target which intersected a mineralised carbonatite system with multiple zones of niobium and rare earth mineralisation, ending in the highest-grade metre assay within primary carbonatite. These results were reported in late 2022. In July 2023 a further four-hole RC program was undertaken and confirmed the intrusion system which is now interpreted to be approximately 1.0km by 2.5km.

Our second discovery was at Luni in late 2022 and has proven to be the most significant to date. Three initial RC holes drilled in 2022 intersected niobium grades that suggested the Luni carbonatite had the potential to be a world-class discovery. These initial results warranted a major follow-up drilling program.

To that end in March 2023 drilling recommenced, focusing on the Luni carbonatite with the first assay results being reported in May 2023. Consistently high-grade niobium intersections were returned from broad step out drilling which continued to define the extent of the Luni carbonatite system. Two drill rigs have operated through the majority of the year to acquire the data required for the compilation of a maiden Mineral Resource estimate at Luni which is expected to be completed and reported during the first half of 2024. Diamond drilling at Luni is also collecting drill core for the commencement of metallurgical testwork programs. This work will look to test a conventional flowsheet design, similar to that currently used by the three existing major niobium mines globally.

Our exploration successes throughout the year are attributable to the considerable efforts of the entire WA1 team led by Managing Director, Paul Savich. We are pleased to have expanded our internal team and consultant partners during the financial year as we add key skillsets and capability to support our exploration and potential development efforts. The dynamic response and strong commitment of our team to realising the full potential of our West Arunta project sets the stage for further short and long-term value adding opportunities for WA1 and its shareholders.

Additionally, on behalf of the entire WA1 team, I wish to reiterate our responsibilities not only to the exploration and potential development of our highly prospective asset base, but also to our Traditional Owner partners. As we continue our exploration efforts over the upcoming year, WA1 will look to continue to create a positive impact on the remote communities and lands on which we operate, and we thank them for their continued support.

I would also like to thank all of our shareholders for your support during the year. WA1’s key objective upon listing was to create shareholder value in a sustainable and ethical manner by operating in Western Australia’s under-explored regions to make Tier 1 discoveries.

Throughout the 2024 financial year, the WA1 team remains focused on advancing and refining our understanding of the mineralised carbonatite discoveries at our West Arunta project; a project that has potential to develop into a critical mineral project with substantial strategic and economic value.

We look forward to updating you on our progress.

Yours sincerely,

Gary Lethridge

Non-Executive Chairperson

WA1 RESOURCES LTD

2023 ANNUAL REPORT

REVIEW OF OPERATIONS

SUMMARY OF OPERATIONS

The Company currently holds three exploration projects located in Western Australia and the Northern Territory, being the West Arunta, Madura and Hidden Valley projects (Figure 1).

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Figure 1: Location of WA1’s Exploration Projects

WEST ARUNTA PROJECT

The Company’s West Arunta Project is located approximately 490km south of Halls Creek in Western Australia. It includes the Sambhar (containing the Luni carbonatite), Pachpadra (containing the P2 carbonatite) and Urmia prospect areas.

In July 2022, WA1 embarked on its maiden exploration drilling program at West Arunta. This campaign was responsible for the discovery of two mineralised carbonatites at the Sambhar and Pachpadra prospects (Figure 2). The exceptionally high grades encountered at shallow depths at the Luni carbonatite prompted an immediate shift in the Company’s exploration focus towards defining the lateral extent and any zonation within the carbonatite discoveries in the 2023 field season.

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2023 ANNUAL REPORT 4

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Figure 2: West Arunta Project Overview (with regional magnetic underlay on the inset diagram)

Maiden Drilling Program at West Arunta

In July 2022 seven RC holes for a total of 1,745 metres were completed across the West Arunta Project. Drilling targeted three coincident gravity and magnetic geophysical anomalies which were identified and refined over several years. Using a comprehensive, multi-layered dataset of new and historic data, drilling was designed to test the peak of the geophysical anomalies, and their associated margins.

This initial drilling program provided a test of two target zones at the Pachpadra Prospect (P1 and P2) and the Luni target at the Sambhar Prospect.

At the Pachpadra prospect area, four holes were drilled for a total of 942m – three at P1 and one at P2. At P2, the hole was drilled to a depth of 216 metres on the eastern extent of an isolated gravity high. The feature, which exhibits subdued and semi-coincident magnetics, is adjacent to a north-east trending shear.

At P1, drill holes were interpreted to have intersected the body of the modelled geophysical anomalies, with an association observed between the magnetic and gravity anomalies and an ironstone rich unit. Three holes were drilled at the P1 target zone in a north-south oriented line to test the source of the approximately 3km long and 1km wide east-west gravity anomaly. Drilling at Pachpadra was partially funded by an Exploration Incentive Scheme ( EIS ) provided by the Department of Mines, Regulation & Safety ( DMIRS ). The holes at P1 intersected quartz rich metasediments of sandstone protolith, a high-ironmagnetite rich unit and a paragneiss unit consisting of quartz, garnet and sillimanite metamorphosed to amphibolite grade. The holes were not sent for assay and the P1 target requires further interpretation before further work programs.

At the Luni prospect, a total of three RC holes were drilled for 803m with all holes drilled to the maximum depth capacity of the RC rig. All holes were drilled vertically (with LURC001 deviating during drilling) to test the source of the east-west gravity anomaly which is interpreted to extend for approximately 3km and is approximately 1km wide. Drillholes LURC001 and LURC002 targeted the peak of the interpreted gravity highs and a third hole, LURC003, was drilled 200m to the south of the eastern hole (LURC002) to test the gravity gradient interpreted in the residual modelling.

Drilling was successfully completed in August 2022 with assays returned between October 2022 and February 2023.

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Figure 3: Project and 2022 Drill Collar Locations (gravity underlay on the two inset diagrams)

P2 Carbonatite Discovery

The P2 target was drilled to test a semi-coincident gravity and magnetic anomaly which occurred west of a regionally significant northeast trending shear zone, considered prospective to serve as a structural fluid pathway.

On 26 October 2022, the Company announced that the single drillhole at the P2 target (PARC003) had intersected a mineralised carbonatite system. Initial four-metre composite samples from 74m to 216m showed highly elevated niobium and anomalous rare earth elements ( REE or TREO ) and phosphorus including an intersection of 54m @ 0.62% Nb2O5, 0.18% TREO, 3.85% P2O5 from 162m. In December assays from the top of the hole returned high-grade niobium mineralisation of 12m at 0.66% Nb2O5 from 61m.

Luni Carbonatite Discovery

In November 2022, WA1 announced the discovery of a second mineralised carbonatite system, Luni, at the Sambhar prospect located 30km east of P2.

Assay results confirmed that a mineralised carbonatite unit had been intersected, with highly elevated niobium, REE and phosphorus mineralisation encountered in all three drill holes which were located up to 1.3km apart. Initial four metre composite samples returned high-grades in the near-surface oxide material along with the primary zone.

In February 2023, the Company reported single metre assay results from the three drillholes including from the previously unreported near surface weathered zone. These results further confirmed the existence of shallow, high-grade mineralisation occurring in the near surface oxide enriched zone as well as at depth in the carbonatite system. The strength of these results warranted a major drilling program at Luni in 2023.

Seismic and Gravity Surveys

In December 2022, the Company completed ground-based infill gravity and passive seismic surveys at the Luni and P2 carbonatite to refine follow-up drill plans. The ground-based passive seismic surveys consisted of ten north-south orientated lines acquired on a 200m line spacing and an along-line station spacing of 50m. The gravity surveys improved the resolution of gravity station coverage from 400m x 400m to 100m x 50m.

In March 2023, the Company reported the results and interpretation from the passive seismic and gravity surveys. The passive seismic results were interpreted to have mapped a laterally consistent interface which is coincident with the horizon of the shallow enriched high-grade mineralisation identified at Luni. This additional gravity dataset was interpreted to have defined the lateral extent of the intrusion as well as enhancing the Company’s confidence that the passive seismic was

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2023 ANNUAL REPORT 6

mapping the bedrock topography of the anomaly. The passive seismic results were also used to constrain the gravity data, providing a see-thru to a very dense possible feeder zone at depth within the carbonatite at Luni.

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Figure 4: Luni 3D gravity inversion model with the 2022 discovery holes

2023 Exploration Program

Field activities for 2023 commenced in late February at Luni in the form of site earthworks and camp establishment, track establishment and maintenance and drill pad preparation.

Following the completion of siteworks and a heritage survey, RC drilling recommenced at Luni in March 2023. The initial exploration focus was to step out on a broad 200m spaced grid from the high-grade discovery holes to define the lateral extent of the carbonatite and any potential zonation of mineralisation within the system.

Immediate success was achieved with high-grade mineralisation being extended 400m east and 200m south of discovery hole LURC003. Drilling then continued to step out with the next set of intersections reported in June 2023 returning the highest-grade intersection to date (LURC23-015: 10m at 8.3% Nb2O5 from 79m) located 500m southwest of previously reported drilling.

A diamond drill rig arrived at Luni in June 2023 to operate in parallel with the RC rig. By the end of FY23, around 10,000m of drilling had been completed. Results had only been reported from 17 holes by the end of FY23 with a continuous flow of assays expected for the remainder of the calendar year.

To date, broad step out drilling has confirmed a relatively shallow zone of enriched, high-grade mineralisation within a northeast-southwest trending zone at Luni which extends for approximately 2km (Figures 5-7). Mineralisation remains open, with the high-grade enriched layer yet to be laterally constrained. Drilling is ongoing with a maiden Mineral Resource estimate for the enriched blanket of mineralisation anticipated in the first half of 2024.

RC drilling samples and diamond core is being collected for the completion of sighter beneficiation and flotation metallurgical testwork programs which have recently commenced.

Drilling completed to date has given the Company improved confidence in the Luni discovery in relation to its grade and scale. The discovery is considered globally significant, particularly as niobium is a high value critical mineral with three mines globally and over 90% of global production originating from two operations in Brazil.

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Figures 5- 7: Top- Luni plan view and drill collar locations with key intersections, Middle - Simplified cross-section looking west, Bottom - Simplified long-section looking north-west

Luni Preliminary Mineralogical Characterisation and Assessment

In June 2023, the Company announced it had received interim results from limited mineralogical characterisation and assessment undertaken by ALS Metallurgy Pty Ltd utilising QEMSCAN and XRD techniques. The analyses were completed on three sized composite RC drill samples taken from previously reported oxide-enriched mineralised intervals of drillholes LURC23-026 and LURC23-033.

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2023 ANNUAL REPORT

The key niobium-bearing mineral identified was pyrochlore which is consistent with previous petrographic analyses on the 2022 discovery drillholes, along with columbite being dominant in one of the samples. Importantly, the observed pyrochlore (~70% Nb ₂ O ₅ , 0.18% Ta ₂ O ₅ ) and columbite (~74% Nb2O5, 0.06% Ta ₂ O ₅ ) primary minerals both have very high-niobium content and low-tantalum levels. These mineral grains were also highly liberated within the sample medium. When sized in the -150+38 µm fraction, all three samples reported over 85% of the dominant niobium bearing mineral as being ‘wellliberated’ or ‘high-grade middlings’.

The key REE-bearing minerals identified were monazite/rhabdophane and crandallite. The monazite/rhabdophane was observed to have high-REE content (~55-60% TREO) and all three samples reported over 75% classification in the ‘wellliberated’ to ‘medium-grade middlings’ categories in the -150+38 µm fraction. The key phosphate-bearing mineral identified was apatite. The apatite was also positively liberated with all three samples reporting over 90% in the ‘well-liberated’ or ‘high-grade middlings’ categories in the -150+38 µm fraction.

Overall, the preliminary metallurgical amenability of the samples looks potentially favourable as it appears that high grade concentrates can be produced based on the particle liberation observed at practical grind sizes. Noting other mineralisation (i.e. titanium and tantalum) was not part of this limited initial assessment.

The Company is planning a detailed metallurgical test work program that will utilise drill core samples from the diamond drilling program. This work will look to test a conventional flowsheet design, similar to that currently used by the three existing major niobium mines globally.

Initial test work will include physical separation and flotation techniques targeting the production of mineral concentrates, prior to assessing the production of end-products. The primary focus of this work will be on the niobium mineralisation, with other mineralisation to be investigated as potential by-products.

MADURA PROJECT

The Madura Project tenements are located approximately 540km east of Kalgoorlie, with non-contiguous tenements extending to near the south-east coast of Western Australia. The exploration project consists of seven granted Exploration Licences and one Exploration Licence applications in the Madura Province of south-eastern Western Australia.

Historical exploration on the tenements, prior to WA1’s applications in 2021, included airborne geophysical surveys and regional stratigraphic drilling by the Geological Survey of Western Australia. Much of this work was concentrated near the northernmost tenements, where indicators for copper-gold source and host rocks is historically documented. Accordingly, there is potential for copper-gold mineralisation of an IOCG affinity and other styles of mineralisation.

During the year, the Company continued the process of negotiating heritage protection agreements along with planning for potential initial exploration programs.

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Figure 8: Madura Project tenements plan

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HIDDEN VALLEY PROJECT

The Hidden Valley Project comprises one Exploration Licence located 150km south of Kununurra, Western Australia. During the year a Native Title Heritage Protection and Mineral Exploration Agreement was entered into with the Kimberley Land Council Aboriginal Corporation, on behalf of the Malarngowem and Purnululu people to enable the grant of the Exploration Licence and subsequent exploration activities.

The tenement lies within the Osmond Ranges on a major structural position straddling the Osmond Fault. The fault is a unique east-north-east trending structural domain immediately east of the Halls Creek Orogen and along strike from IGO Limited’s Osmond Valley Project.

In the December 2022 quarter, the Company completed an airborne electromagnetic survey to test for bedrock conductive anomalies. Preliminary interpretation of the results by a geophysical consultant was also completed during the year. Interpretation of the data suggests there are no obvious bedrock conductors, and that electrical conductivity trends observed most likely represent conductive stratigraphy, deep weathering or conductive cover focused on drainage features. Follow-up field reconnaissance has been suggested to verify these observations and better constrain the geology.

COMMUNITY & SAFETY

WA1’s activities are located within several native title determination and claim areas. The Company values its relationships with the Traditional Owners of the lands on which it operates and is committed to maintaining these positive partnerships. We believe we can have a positive impact on the remote communities within the lands on which we operate.

During the year, the Company facilitated on-country heritage activities at its West Arunta Project and entered into a heritage protection agreement in respect of its Hidden Valley Project. Consultations with respect to obtaining heritage protection agreements and exploration access for new West Arunta Project tenements and the Madura Project are ongoing.

The Company is committed to ensuring all work activities are carried out safely with all practical measures taken to remove risks to the health, safety and welfare of workers, contractors, authorised visitors and anyone else who may be affected by the Company’s activities. The Company is pleased to report that no recordable injuries have been reported during the year. Managing rapid growth in team numbers, with the implementation of systems, processes and infrastructure required, is never simple. It has been vital for us to continue to focus on developing and sustaining our Company culture and ensure our past safety performance, along with a strong safety culture, bodes well as activity levels continue to grow and we continue to implement initiatives with a focus on safety, health, and wellbeing of team members.

CORPORATE

On 1 July 2022, the Company announced that Tom Lyons was re-appointed as a Non-Executive Director of WA1. Subsequently, On 13 February 2023, it was announced that Mr Lyons would transition from Non-Executive Director to an Executive Director. Mr Lyons has international experience in the resources industry covering mineral exploration through to project development. He has broad experience in a range of commodities including industrial and agricultural minerals, precious and base metals, and bulks.

Mr Lyons was most recently Chief Development Officer of Agrimin Limited (ASX: AMN) where he led the acquisition of Agrimin’s world-class Mackay Potash Project and was responsible for leading the project through its exploration, feasibility and permitting phases. He is also Managing Director of Tali Resources Pty Ltd (Tali) which is a 15% shareholder in WA1. Tali is currently undertaking large-scale exploration efforts in the West Arunta region which is subject to a $58.5 million dollar Farm-in and Joint Venture Agreement with Rio Tinto Exploration Pty Ltd.

Mr Lyons holds a Bachelor of Science (Geology) degree from the University of Western Australia, is a Graduate Member of the Australian Institute of Company Directors and is a Member of the Australian Institute of Geoscientists.

On 7 November 2022, the Company held its Annual General Meeting with all resolutions put to shareholders carried on a poll.

On 18 November 2022, WA1 announced it had secured commitments for a Placement of new shares to institutional and sophisticated investors to raise A$10 million before costs. The Placement was undertaken at a price of $2.00 per new share and resulted in the issue of 5.0 million new shares.

On 11 May 2023, the Company announced it had received a firm commitment for the placement of new ordinary shares to raise A$10 million before costs. The Placement was conducted at an issue price of $2.75 per share and resulted in the issue of 3.6 million new shares.

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FORWARD-LOOKING STATEMENTS

This report may contain certain “forward-looking statements” which may be based on forward-looking information that are subject to a number of known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those presented here. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. For a more detailed discussion of such risks and other factors, see the Company’s Prospectus and reports, as well as the Company’s ASX Releases. Readers should not place undue reliance on forward-looking information. The Company does not undertake any obligation to release publicly any revisions to any forward-looking statement to reflect events or circumstances after the date of this report, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

COMPETENT PERSONS STATEMENTS

The information in this report that relates to Exploration Results is based on information compiled by Ms. Stephanie Wray who is a Member of the Australian Institute of Geoscientists. Ms. Wray is a full-time employee of WA1 Resources Ltd and has sufficient experience which is relevant to the style of mineralisation under consideration to qualify as a Competent Person as defined in the 2012 Edition of the “Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Ms. Wray consents to the inclusion in the report of the matters based on her information in the form and context in which it appears.

The information in this document that relates to mineralogical and metallurgical test work is based on, and fairly represents, information and supporting documentation reviewed by Mr Peter Adamini, BSc (Mineral Science and Chemistry), who is a Member of The Australasian Institute of Mining and Metallurgy (AusIMM). Mr Adamini is a full-time employee of Independent Metallurgical Operations Pty Ltd, who has been engaged by WA1 Resources Ltd to provide metallurgical consulting services. Mr Adamini has approved and consented to the inclusion in this document of the matters based on his information in the form and context in which it appears.

On behalf of the directors

Paul Savich

Managing Director

Perth 15 September 2023

WA1 RESOURCES LTD

2023 ANNUAL REPORT

DIRECTORS’ REPORT

The Directors present their report, together with the financial statements, of WA1 Resources Ltd (‘WA1’ or ‘the Company’) for the year ended 30 June 2023.

DIRECTORS

The following persons were directors of the Company during the whole of the financial year and up to the date of this report, unless otherwise stated:

Gary Lethridge Non-Executive Chairperson Paul Savich Managing Director Tom Lyons Executive Director (appointed 1 March 2023, Non-Executive Director 1 July 2022) Rhys Bradley Non-Executive Director and Company Secretary

Gary Lethridge

Non-Executive Chairperson, appointed 23 September 2021

BCOMM

Mr Lethridge has over 30 years’ experience via various successful mid-tier, growth and multinational companies. He has held senior executive roles including Executive Director – Finance at Echo Resources Limited, Managing Director at Talisman Mining Limited, Executive General Manager – Corporate, CFO & Company Secretary at the highly successful Jubilee Mines NL (until its $3.1 billion takeover by Xstrata Plc), and Australian CFO of diversified miner, LionOre Mining International Limited. In addition, he has also held non-executive director roles with Helix Resources Limited (Chair), Northern Star Resources Limited and Falcon Minerals Limited. Mr Lethridge holds a Bachelor of Commerce degree from the University of Western Australia and trained as a Chartered Accountant. The Board considers Mr Lethridge is an independent Director. Mr Lethridge has held no other public directorships in the last 3 years.

Paul Savich

Managing Director, appointed 10 February 2021 BCOMM, CA, MAPPFIN

Mr Savich has 15 years’ experience, including 10+ years working for ASX listed resources companies. Prior to WA1, Mr Savich worked as an executive in private enterprise focussed on the identification, incubation and development of grassroots resources projects and has a track record of successful transactions with ASX listed companies. Prior to this Mr Savich worked at Echo Resources Limited where he was employed as General Manager – Corporate & Compliance and Company Secretary and oversaw the acquisition of the Bronzewing Gold Project and merger with Metaliko Resources Ltd. Mr Savich started his career in Audit, Assurance & Advisory before moving into Corporate Finance at Deloitte (Perth). Mr Savich holds a Bachelor of Commerce from Curtin University, has completed the Chartered Accountants (CA) program and has completed a Master of Applied Finance through the Financial Services Institute of Australasia. The Board considers that Mr Savich is not an independent Director. Mr Savich has held no other public directorships in the last 3 years.

Tom Lyons

Executive Director, appointed 1 March 2023, Previously Non-Executive appointed 1 July 2022 BSC(GEOLOGY), GAICD, MAIG

Mr Lyons has international experience in the resources industry covering mineral exploration through to project development. He has broad experience in a range of commodities including industrial and agricultural minerals, precious and base metals, and bulks. Mr Lyons was most recently Chief Development Officer of Agrimin Limited (ASX: AMN) where he led the acquisition of Agrimin’s world-class Mackay Potash Project and was responsible for leading the project through its exploration, feasibility and permitting phases. He is also Managing Director of Tali Resources Pty Ltd (Tali) which is a 15% shareholder in WA1. Tali is currently undertaking large-scale exploration efforts in the West Arunta region which is subject to a $58.5 million dollar Farm-in and Joint Venture Agreement with Rio Tinto Exploration Pty Ltd. Mr Lyons holds a Bachelor of Science (Geology) degree from the University of Western Australia, is a Graduate Member of the Australian Institute of Company Directors and is a Member of the Australian Institute of Geoscientists. The Board considers that Mr Lyons is not an independent Director. Mr Lyons has held no other public directorships in the last 3 years.

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Rhys Bradley

Non-Executive Director and Company Secretary, appointed 9 February 2021 BCOMM, CA, GRADDIPMINEXPLGEOSC

Mr Bradley is a Chartered Accountant with 15 years’ experience in the resources industry based in Perth and London. Mr Bradley is Chief Commercial Officer of Agrimin Limited (ASX: AMN) and has been responsible for leading the world-class Mackay Potash Project through its feasibility, off-take and project financing. Prior to this Mr Bradley worked as a Resources Analyst covering a broad range of companies. He is experienced in capital markets, financial modelling, marketing and compliance. Mr Bradley is a member of the Institute of Chartered Accountants Australia and New Zealand and holds a Bachelor of Commerce from the University of Western Australia and a Graduate Diploma in Mineral Exploration Geoscience from Curtin University. The Board considers that Mr Bradley is not an independent Director. Mr Bradley has held no other public directorships in the last 3 years.

INTERESTS IN SHARES AND OPTIONS OF THE COMPANY AND RELATED BODIES CORPORATE

As at the date of this report the relevant interests of each director in the shares and options of the Company are:

Director	Ordinary	Options
Gary Lethridge 266,666 700,000
Paul Savich 4,116,666 1,500,000
Rhys Bradley 3,516,666 650,000
Tom Lyons 2,233,333 650,000

DIRECTORS’ MEETINGS

The number of directors’ meetings and number of meetings attended by each of the directors of the Company during the financial year were:

Director	Board Meetings	Board Meetings
	Held	Attended
Gary Lethridge	6 6
Paul Savich	6 6
Rhys Bradley	6 6
Tom Lyons	6 6

PRINCIPAL ACTIVITIES

The principal activity of the Company is mineral exploration and development in Western Australia and the Northern Territory.

RESULTS OF OPERATIONS

The Company incurred a loss after income tax for the year of $2,219,836 (2022: $622,590). This result was in line with expectations and reflected operating costs incurred during the year which were mainly associated with general administration and non-cash share-based payment expenses. During the year $5,990,144 (2022: $478,088) of exploration expenditure was capitalised to exploration and evaluation assets.

DIVIDENDS

No dividends were paid during the year and no dividend has been declared for the year ended 30 June 2023 (2022: None).

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SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

Other than the matters disclosed in the Review of Operations on page 4 of this Annual Report and elsewhere in this Directors’ report, there were no significant changes in the state of affairs of the Company that occurred during the year.

FUTURE DEVELOPMENTS AND KEY BUSINESS RISKS

Possible developments in the operations of the Company are set out in the Review of Operations on page 4.

The business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks include a variety of company, industry and general risks including (without limitation):

Exploration and Development

There can be no assurance that future exploration of the Company’s tenements will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited. The business of exploration, project development and, if the Company successfully commences production at any of its Projects, mining contains elements of significant risk, including in relation to technical, financial, legal and social matters.

Additional Funding

The Company will generate losses for the foreseeable future. While the current funding is considered sufficient to meet the stated objectives of the Company, the Company will require additional funding for its activities. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing may not be favourable to the Company.

Key Personnel

The Company is substantially reliant on the expertise and abilities of its key personnel in overseeing the day-to-day operations of its exploration Projects. There can be no assurance that there will be no detrimental impact on the Company if one or more of these employees cease their relationship with the Company.

Aboriginal Reserves

The Company’s West Arunta Project is located within Aboriginal Reserve 24923. The Company has the necessary Mining Entry Permit ( MEP ) from the Minister for Aboriginal Affairs and Consent to Mine from the Minister for Mining to explore E80/5173 containing the Luni and P2 carbonatites. The grant is at the discretion of the relevant Minister, and a MEP can be revoked at the discretion of the Minister for Aboriginal Affairs. While the Board considers it is remote that any required consent or permit will be refused, or the MEP being revoked once granted, there can be no assurance that such permits and consents will be obtained or, once obtained, they will not be revoked.

The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Board can effectively manage them is limited.

ENVIRONMENTAL REGULATION

The Company is subject to environmental regulation in respect to its exploration activities and aims to ensure that the highest standard of environmental care is achieved, and it complies with all relevant environmental legislation. There have been no material breaches during the period covered by this report.

INDEMNITY AND INSURANCE OF OFFICERS

The Company has entered into deeds of indemnity with each director and the company secretary whereby, to the extent permitted by the Corporations Act 2001, the Company agreed to indemnify each director against all loss and liability incurred as an officer of the Company, including all liability in defending any relevant proceedings.

The Company has paid premiums to insure each of the directors and the company secretary against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the Company, other than conduct involving a wilful breach of duty in relation to the Company. The Company paid $31,341 for directors’ and officers’ insurance (FY22: $9,680).

INDEMNITY AND INSURANCE OF AUDITOR

To the extent permitted by law, the Company has agreed to indemnify its auditors, BDO Audit (WA) Pty Ltd, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount).

WA1 RESOURCES LTD

2023 ANNUAL REPORT 14

NON-AUDIT SERVICES

The Board has considered the non-audit services provided during the financial year by the auditor and is satisfied that the provision of those non-audit services is compatible with, and did not compromise, the auditor’s independence requirements of the Corporations Act 2001. The non-audit services were reviewed by the Board to ensure:

they do not impact the integrity and objectivity of the auditor; and
they do not undermine the general principles relating to auditor independence set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards.
BDO provided taxation advice in the form of a review of the Company’s Employee Share Scheme. During the year, the Company expensed $5,000 (Non-audit services in FY22: $14,600).

CORPORATE GOVERNANCE

This statement outlines the main corporate governance practices adopted by the Board of WA1 which comply with the ASX Corporate Governance Council recommendations unless otherwise stated.

The Board and management of WA1 recognise their duties and obligations to shareholders and other stakeholders to implement and maintain a proper system of corporate governance. The Company believes that good corporate governance adds value to stakeholders and enhances investor confidence.

The ASX Listing Rules require listed companies to prepare a statement disclosing the extent to which they have complied with the recommendations of the ASX Corporate Governance Council ( Recommendations ) in the reporting period. The Recommendations are guidelines designed to improve the efficiency, quality and integrity of the Company. They are not prescriptive and if a company considers a recommendation to be inappropriate having regard to its own circumstances, it has the flexibility not to follow it. Where a company has not followed all the Recommendations, it must identify which Recommendations have not been followed and give reasons for not following them.

The Corporate Governance Statement ( Statement ) sets out a description of the Company’s main corporate practices and provides details of the Company’s compliance with the Recommendations, or where appropriate, indicates a departure from the Recommendations with an explanation.

The Statement is current as at 30 June 2023 and has been approved by the Board of Directors of WA1. It is available on the Company’s website (https://www.wa1.com.au/corporate-governance/).

PROCEEDINGS ON BEHALF OF THE COMPANY

The company was not a party to any such proceedings during the year.

UNISSUED SHARES UNDER OPTION

Number of Options	Exercise Price	Expiry Date
4,100,000 $0.30 1/11/2025

During the year, 300,000 shares were issued upon the exercise of options.

SUBSEQUENT EVENTS

The company received a firm commitment for a $15 million placement issuing 3.0 million shares at an issue price of $5.00 to be completed in two tranches.

Tranche 1 resulted in the issue of 2.56 million new shares raising approximately $12.8 million before costs and was settled on 8th September 2023. Tranche 2 for 0.44 million new shares to raise approximately $2.2 million before costs remains subject to shareholder approval. Approval will be sought at a shareholder meeting expected to be held in October 2023.

AUDITOR’S INDEPENDENCE DECLARATION

A copy of the Auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 21.

WA1 RESOURCES LTD

2023 ANNUAL REPORT

REMUNERATION REPORT (AUDITED)

1. PRINCIPLES OF REMUNERATION

Key management personnel have the authority and responsibility for planning, directing and controlling the activities of the Company.

The Key Management Personnel of WA1 are:

Gary Lethridge Non-Executive Chairperson Paul Savich Managing Director Tom Lyons Executive Director (Appointed 1 March 2023, previously Non-Executive Director appointed 1 July 2022). Rhys Bradley Non-Executive Director and Company Secretary

All the above persons were key management personnel during the financial year to 30 June 2023 unless otherwise stated. The information provided in this remuneration report has been audited as required by section 308 (3C) of the Corporations Act 2001.

Key elements of Key Management Personnel remuneration strategy

The following principles of remuneration have been agreed by the Board and formed the basis of the principles of remuneration during the relevant periods of employment and will remain relevant to future employment arrangements. No remuneration consultants were engaged during the year.

Remuneration levels for key management personnel of the Company are competitively set to attract and retain appropriately qualified and experienced directors and executives and as relevant to the circumstances of the Company from time to time. The remuneration structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The remuneration structures consider the capability and experience of the key management personnel and the Company’s performance including:

the successful planning and implementation of exploration programs;
the growth in share price and delivering enhancement of shareholder value;
the relevant prevailing employment market conditions; and
the amount of incentives within each key management person's remuneration.

Executive remuneration comprises three elements:

Fixed remuneration;
Short term incentives; and
Director Options.

1.1 Fixed Remuneration

Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes any fringe benefits tax charges related to employee benefits) as well as employer contributions to superannuation funds, as required by law. Remuneration levels are reviewed annually by the Board through a process that considers individual performance, employment market conditions and overall performance of the Company.

1.2 Executive Remuneration

The terms of employment for the Company’s executives are formalised in service agreements. There are no benefits payable to any executive on termination. The significant terms of each Executive service agreement are as follows:

Employee	Position	Salary	Term of agreement and notice period
Mr Paul Savich Managing Director $350,000 per annum plus superannuation Continuing agreement with three months' notice by either party
Mr Tom Lyons Executive Director $350,000 per annum plus superannuation pro rata on a 0.8 FTE basis Continuing agreement with three months' notice by either party

WA1 RESOURCES LTD

2023 ANNUAL REPORT 16

1.3 Short Term Incentives

During the year, the Board of Directors approved a one-off ex-gratia payment to Mr Savich in recognition of his efforts leading to the exploration success of the Company.

1.4 Director Fees

The maximum aggregate amount of fees that can be paid in total to non-executive directors is currently at $300,000 as set by the Board. The levels of fees set were based on a review involving reference to fees paid to other Non-Executive Directors of comparable companies at the time. Fees for non-executive directors are not linked to the performance of the Company.

The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment and responsibilities. The Board determines payments to the Non-Executive Directors and reviews their remuneration periodically, based on market practice, duties and accountability.

Non-Executive fees for FY2023 were:

Fee	$ per annum
Chairperson $60,000
Non-Executive Director $40,000

1.5 Director Options

In July 2022, as part of his appointment as a Director, the Company agreed to grant a total of 650,000 Director Options to Tom Lyons conditional on shareholder approval, which at the time of appointment were at an exercise price significantly below the prevailing market price of the shares.

The options were subsequently approved at the AGM and issued on 7 November 2022. They have been valued using a Black-Scholes method, in accordance with AASB 2 Share Based Payments and bought to account on issue with a valuation using the following metrics.

	Director Options (Prior Year)	Director Options (Current Year)
Assumptions: Valuation Date Market Price of Shares Exercise Price Expiry Date Risk Free Interest Date Dividend Yield Expected Future Volatility Life of Options (years) Indicative Value per Option Number of Options Total Value of Options	15/10/2021 7/11/2022 $ - $ 1.76 $ 0.30 $ 0.30 1/11/2025 1/11/2025 1.03% 3.37% Nil Nil 85% 85% 4 3
	$ 0.05 $ 1.53
	3,450,000 650,000
	$ 175,950 $ 994,500

During the year, an amount of $1,054,733 (2022: $55,483) has been expensed in relation to Director Options issued in the current and prior financial periods. No Director Options were exercised during the current period. The Director Options granted on 15 October 2021 lapse if the Director ceases engagement with the Company prior to exercising the options.

WA1 RESOURCES LTD

2023 ANNUAL REPORT 17

2. REMUNERATION TABLE OF DIRECTORS

2023	Salary & fees	Short term incentives (cash bonus)	Post-	Other		Total	Proportion of remuneration performance related
			employment	long	Director
			superannuation	term	Options
			benefts
	$	$	$	$	$	$	$
G Lethridge	60,000 - 6,300 - 14,794 81,094 0%
P Savich	230,979 50,000 27,500 19,232 31,702 359,413 14%
R Bradley(1)	88,719 - 5,206 - 13,737 107,662 0%
T Lyons(2)	99,237 - 3,896 5,128 994,500 1,102,762 0%
Total	478,935 50,000 42,902 24,360 1,054,733 1,650,931

2022	Salary & f	Short term	Post- employment i	Other long	Director i	Total	Proportion of remuneration performance related
	ees	incentives (cash bonus)	superannuaton benefts	term	optons
	$		$	$	$	$	%
G Lethridge	23,750 - 2,375 - 6,112 32,237 0%
P Savich	79,167 - 7,917 6,090 13,096 106,270 0%
R Bradley(1)	35,062 - 1,948 - 5,675 42,685 0%
P Parker(3)	15,833 - 1,583 - 30,600 48,016 0%
T Lyons(2)	- - - - - - 0%
Total	153,812 13,823 6,090 55,483 229,208

(1) Mr Bradley acted as company secretary during the year. His salary and fee include his Non-Executive Director and Company Secretary fee.

(2) Mr Lyons was appointed Non-Executive Director on 1 July 2022 and subsequently appointed Executive Director on 1 March 2023.

(3) Mr Parker resigned as a Non-Executive Director effective 1 July 2022.

2.1 Shareholdings of Directors

Shares held, directly, indirectly or beneficially, by key management personnel, including their related parties during the financial year, were as follows:

2023	Held at beginning of year	Purchases / other acquisitions	Sales / other disposals	Held at the end of year
Gary Lethridge 266,666 - - 266,666
Paul Savich 4,116,666 - - 4,116,666
Rhys Bradley 3,516,666 - - 3,516,666
Tom Lyons 2,233,333 - - 2,233,333
Total 10,133,331 - - 10,133,331

WA1 RESOURCES LTD

2023 ANNUAL REPORT 18

2.2 Options Granted to Directors

2023	Held at beginning of year	Granted as remuneration during the year	Exercised / lapsed	Total vested as at 30 June 2023	Total exercisable as at 30 June 2023
Gary Lethridge 700,000 - - - 700,000
Paul Savich 1,500,000 - - - 1,500,000
Rhys Bradley 650,000 - - - 650,000
Tom Lyons - 650,000 - 650,000 650,000
Total 2,850,000 650,000 - 650,000 3,500,000

2.3 Related Party Transactions

During the year an expense of $46,796 was recognised to Maple West Group Pty Ltd for accounting services, a company controlled by Directors Rhys Bradley, Paul Savich and their spouses. Services provided by Maple West Group Pty Ltd ceased during the year and no amount was payable at 30 June 2023.

Tom Lyons was paid $23,750 for consulting services during the year. This arrangement ceased on Mr Lyons’ appointment as an Executive Director and no amount was payable at 30 June 2023.

During the year, the company paid $24,296 to Tali Resources Pty Ltd (‘Tali'), a Company controlled by Mr Lyons as Managing Director, for reimbursement for the use of Tali staff and associated costs assisting with heritage activities. No amount was payable at 30 June 2023.

There are no current loans to any related party of the company.

2.4 Consequences Of Performance On Shareholder Wealth

The Board considers that the most effective way to increase shareholder wealth is through the successful exploration and development of the Company’s exploration tenements. The Board considers that the director and employee options incentivise key management personnel to successfully explore the Company’s tenements by providing rewards that are directly correlated to delivering value to shareholders through share price appreciation.

The factors that are considered relevant to affect total shareholder returns as required to be disclosed by the Corporations Act 2001 are summarised in the following table. The table excludes return on capital employed as a relevant measure given the exploration basis of activity and operations of the Company.

	2023	2022
	$	$
Net loss after income tax (2,219,836) (622,590) Dividends paid - - Share price at year end 5.80 0.13

The Company also notes that as an exploration and development company, operating revenue and profits are not KPIs in reviewing key management personnel STIs or LTIs. When establishing guidelines for any STIs, the Company looks to other measures such as enhancement of share price and capital raising opportunities (as relevant), achievement of exploration milestones, conducting operations in line with Company values and maximising value of the Company’s exploration projects.

WA1 RESOURCES LTD

2023 ANNUAL REPORT 19

2.5 Voting Of Shareholders At Last Year’s Annual General Meeting

WA1 received more than 99% of “yes” votes on its remuneration report for the 2022 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

- End of the remuneration report -

This report is made with a resolution of the directors:

Paul Savich

Managing Director Perth 15 September 2023

WA1 RESOURCES LTD

2023 ANNUAL REPORT

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 ASHLEIGH WOODLEY TO THE DIRECTORS OF WA1 RESOURCES LTD

As lead auditor of WA1 Resources Ltd for the year ended 30 June 2023, I declare that, to the best of my knowledge and belief, there have been:

No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
No contraventions of any applicable code of professional conduct in relation to the audit.

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Ashleigh Woodley

Director

BDO Audit (WA) Pty Ltd

Perth

15 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.

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE

	2023	2022
	$	$
Finance income Administrative expenses 3 Depreciation and amortisation Share based payments 13 Foreign Exchange Gain/Loss Exploration expenses Loss before income tax Income tax expense 4 Loss after income tax expense for the year Other comprehensive income Total comprehensive loss for the year attributable to the owners of the Company Loss per share (basic and dilutive) for the year attributable to the owners of the Company 14	261,117 28 (1,302,646) (556,024) (30,549) - (1,116,186) (55,483) (276) - (31,296) (11,110)
	(2,219,836) (622,590)
	- -
	(2,219,836) (622,590)
	- -
	(2,219,836) (622,590)

	(0.05) (0.02)

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

WA1 RESOURCES LTD

2023 ANNUAL REPORT 22

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE

	2023	2022
	$	$
ASSETS Current assets Cash and cash equivalents 5 Term deposits 6 Exploration deposits 7 Offce lease - right of use asset 8 Other receivables 9 Total current assets Non-current assets Exploration and evaluation assets 10 Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables 11 Offce lease liability Provisions Total current liabilities Total liabilities Net assets EQUITY Share capital 12 Reserves 13 Accumulated losses Total equity	14,997,724 3,677,733 2,000,000 - 200,988 119,132 43,075 - 706,889 34,670
	17,948,676 3,831,536
	6,850,069 859,925
	6,850,069 859,925

	24,798,745 4,691,460
	2,114,441 123,019 43,779 76,193 8,673
	2,234,414 131,691

	2,234,414 131,691

	22,564,331 4,559,769
	24,284,936 5,176,724 1,171,669 55,483 (2,892,274) (672,438)
	22,564,331 4,559,769

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

WA1 RESOURCES LTD

2023 ANNUAL REPORT 23

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE

	Share capital	Reserves	Accumulated losses	Total equity
	$	$	$	$
Balance at 1 July 2022	5,176,724 55,483 (672,438) 4,559,769
Loss for the year	- - (2,219,836) (2,219,836)
Total comprehensive loss for the year	- - (2,219,836) (2,219,836)

Transactions with owners in their capacity as owners
Issue of ordinary shares 12	20,090,001 - - 20,090,001
Costs from issue of ordinary shares 12	(981,789) - - (981,789)
Share based payments 13	- 1,116,186 - 1,116,186
Balance at 30 June 2023	24,284,936 1,171,669 (2,892,274) 22,564,331

	Share capital	Reserves	Accumulated losses	Total equity
	$	$	$	$
Balance at 1 July 2021 Loss for the year Total comprehensive loss for the year Transactions with owners in their capacity as owners Issue of ordinary shares Costs from issue of ordinary shares Share based payments Balance at 30 June 2022	443,999 - (49,848) 394,151 - - (622,590) (622,590)
	- - (622,590) (622,590)
	5,076,000 - - 5,076,000 (343,275) - - (343,275) - 55,483 - 55,483
	5,176,724 55,483 (672,438) 4,559,769

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

WA1 RESOURCES LTD

2023 ANNUAL REPORT 24

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE

	2023	2022
	$	$
Cash flows from operating activities Finance income Payments to suppliers and employees Net cash used in operating activities 15 Cash flows from investing activities Payments for exploration deposits Payments for investment deposits Payments for exploration and evaluation assets Net cash used in investing activities Cash flows from fnancing activities Payments for offce lease Proceeds from issue of share capital Transaction costs related to issues of equity securities Net cash flows from fnancing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at 30 June 5	175,020 28 (1,257,811) (729,508)
	(1,082,791) (729,480)
	(142,588) (90,201) (2,000,000) - (4,532,997) (441,461)
	(6,675,585) (531,662)
	(29,846) - 20,090,001 5,076,000 (981,789) (343,275)
	19,078,366 4,732,725
	11,319,991 3,471,583 3,677,733 206,150
	14,997,724 3,677,733

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

WA1 RESOURCES LTD

2023 ANNUAL REPORT 25

NOTES TO THE FINANCIAL STATEMENTS

1. REPORTING ENTITY

WA1 Resources Ltd (‘WA1’ or the ‘Company’) is a for profit company limited by shares, incorporated on 2 January 2021 and domiciled in Australia. The Company is primarily involved in the exploration for mineral resources in Western Australia. WA1 was listed on the Australian Stock Exchange (ASX) on 8 February 2022. The address of the registered office is Level 2, 55 Carrington Street, Nedlands, WA, 6009.

The financial statements were authorised for issue by the Board of Directors on 15 September 2023.

2. BASIS OF PREPARATION

(a) Basis of Preparation

The financial statements are general purpose financial statements for the year ended 30 June 2023 prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001.

The financial statements of WA1 also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The financial statements have been prepared on historical cost basis and are presented in Australian dollars which is the functional currency of the Company.

The accounting policies adopted in the preparation of this financial report have been consistently applied to all periods presented, unless otherwise stated.

(b) Adoption of new and revised accounting standards

In the year ended 30 June 2023, the Company adopted all new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current reporting period. At the date of authorisation of these financial statements, the Company has not applied the new and revised Australian Accounting Standards, Interpretations and amendments that have been issued but are not yet effective. Based on a preliminary review of the standards and amendments, the Directors do not anticipate a material change to the Company’s accounting policy, however, further analysis will be performed when the relevant standards are effective.

(c) Going concern

The financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business. On 30 June 2023, the Company had net assets of $22,564,331 (30 June 2022: $4,559,769), a working capital surplus of $15,714,262 (30 June 2022: $3,699,844) and cash at bank and term deposits of $16,997,724 (30 June 2022: $3,677,733). For the year ended 30 June 2023, the Company recorded a loss of $2,219,836 (30 June 2022: $622,590) and had cash outflows from operating and investing activities of $7,758,376 (30 June 2022: $1,261,142).

In November 2022, WA1 successfully raised $10 million (before costs) and again in May 2023, another $10 million (before costs) was raised through the issue of ordinary shares. These funds will be primarily used for ongoing exploration at the Company’s West Arunta Project.

The financial report does not contain any adjustments relating to the recoverability and classification of recorded asset amounts, nor to the amounts or classification of liabilities that might be necessary should the Company not be able to continue as a going concern.

(d) Segment reporting

Operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker, which has been identified by the Company as the Managing Director and other members of the Board of Directors. The Company operates only in one reportable segment being predominantly in the area of mineral exploration in Western Australia and the Northern Territory.

WA1 RESOURCES LTD

2023 ANNUAL REPORT

(e) Estimates and assumptions

The preparation of these financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are:

(i) Recoverability of capitalised exploration and evaluation expenditure

The future recoverability of capitalised exploration expenditure is dependent on a number of factors, including whether the Company decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset and pre-license exploration expenditure through sale.

Factors that could impact the future recoverability include the level of reserves and resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made.

In addition, exploration and evaluation is capitalised if activities in the area of interest have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent it is determined in the future that this capitalised expenditure should be written off, profits and net assets will be reduced in the period in which this determination is made.

(ii) Share-based payment transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Black Scholes model, using assumptions provided by the Company. The fair value is expensed over the vesting period. At each reporting date, the expected vesting period is re-assessed.

The fair value of options granted 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:

including any market performance conditions (e.g. the entity’s share price)
excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth
targets and remaining an employee of the entity over a specified time period), and
including the impact of any non-vesting conditions (e.g. the requirement for employees to save or hold shares for
a specific period of time).

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 and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity

(f) Determination of fair values

A number of the Company’s accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities. When measuring fair value of an asset or liability, the Company uses market observable data as far as possible.

The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in the highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1 – quoted (unadjusted) market price in active markets for identical assets or liabilities.
- Level 2 – valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable; and
Level 3 – valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

If the inputs used to measure the fair value of an asset or liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

WA1 RESOURCES LTD

2023 ANNUAL REPORT

(g) Income Tax

Income tax expense comprises current and deferred tax. Current and deferred taxes are recognised in profit or loss except to the extent that they relate to a business combination, or items recognised directly in equity, or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

(h) Deferred Tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities but they intend to settle current tax liabilities and assets on a net basis, or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(i) Impairment of non-financial assets

Assets are reviewed for impairment at each reporting date to determine if events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are consolidated at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets (cash-generating units).

Non-financial assets that have been impaired are reviewed for possible reversal of the impairment at each reporting date.

(j) Current and non-current classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

(k) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments with original maturities of three months or less.

(l) Exploration deposits

Exploration deposits represent annual tenement rents paid to the Western Australian Department of Mines Industry Regulations and Safety (DMIRS) and the Northern Territory Department of Industry, Tourism and Trade in advance when application for tenements was made during the year. These amounts are held in trust by the DMIRS pending the grant of the tenements and are refundable if for any reason the tenements do not get granted.

WA1 RESOURCES LTD

2023 ANNUAL REPORT 28

(m) Exploration and evaluation assets

Exploration and evaluation costs are capitalised as exploration and evaluation assets on an area of interest basis. Such costs comprise net direct costs, research and development expenditure and an appropriate portion of related overhead expenditure, but do not include general overheads or administrative expenditure not having a specific

connection with a particular area of interest. Costs incurred before the Company has obtained the legal right to explore an area of interest are recognised in profit or loss.

An exploration and evaluation asset is only recognised if the right to the area of interest is current and either:

the expenditure is expected to be recouped through successful development and exploitation of an area of interest, or by its sale; or
activities in the area of interest have not, at the reporting date, reached a stage which permits a reasonable
assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in or in relation to the area of interest are continuing.

Accumulated costs in respect of areas of interest are recognised in profit or loss when the above criteria do not apply or when the directors assess that the carrying value may exceed the recoverable amount.

Once a development decision has been taken, all past and future exploration and evaluation expenditure in respect of the area of interest is aggregated within costs of development. The aggregated cost is first tested for impairment and then reclassified from exploration and evaluation assets to mining property and development assets within property, plant and equipment. The costs of a productive area are amortised over the life of the area of interest to which such costs relate on the production output basis.

Exploration and evaluation assets are assessed for impairment if sufficient data exists to determine technical feasibility and commercial viability, and facts and circumstances suggest that the carrying amount of the asset exceeds the recoverable amount. Such indicators of impairment include the following:

the right to explore has expired during the year or will expire in the near future and is not expected to be renewed.
- substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is
neither budgeted nor planned.
exploration and evaluation in the specific area has 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 exists to indicate that the carrying amount of the asset is unlikely to be recovered in full from successful development or by sale even if development in the specific area is likely to proceed.

For the purpose of impairment testing, exploration and evaluation assets are allocated to cash-generating units consistent with exploration activity. The cash generating units are not larger than the areas of interest.

(n) Trade and other payables

Trade amounts represent liabilities for goods and services provided to the entity prior to the end of the financial year and which are unpaid. Due to their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Other payables represent liabilities of the Company with payment terms less than 12 months that are outside the general nature of business expenses.

(o) Employee benefits

(i) Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.

(p) Financial Assets

Financial assets are classified at amortised cost.

(i) Financial assets at amortised cost (debt instruments)

This category is the most relevant to the Company. The Company measures financial assets at amortised cost if both the following conditions are met:

The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Interest received is recognised as part of finance income in comprehensive income. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

WA1 RESOURCES LTD

2023 ANNUAL REPORT

(ii) Financial assets at fair value through profit or loss

Financial assets that do not meet the criteria for amortised cost are measured at fair value through profit and loss.

(iii) Impairment of financial assets

Financial assets carried at amortised cost requires an expected credit loss model to be applied. The expected credit loss model requires the Company to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial asset. Due to the short-term nature of the receivables, the Company measures the loss allowance based on lifetime expected credit loss (ECL). ECL’s are based on the difference between contractual cashflows due in accordance with the contract and all the Company expects to receive. The shortfall is then discounted at an approximation to the asset’s original effective interest rate.

3. ADMINISTRATIVE EXPENSES

	2023	2022
	$	$
Fees, salaries and benefts External professional fees ASX fees Offce rent and outgoings Insurance Other administrative costs	(696,938) (179,846) (332,372) (206,429) (44,793) (68,736) (33,656) (29,265) (30,587) (16,658) (164,300) (55,090)
	(1,302,646) (556,024)

4. INCOME TAX

	2023	2022
	$	$
Reconciliation between tax expense and pre-tax accounting loss Loss for the year Income tax using the Company's domestic tax rate 25% (2022: 25%) Changes in unrecognised temporary difference Income tax expense Unrecognised deferred tax asset Deferred tax asset calculated at 25% (2022: 25%) have not been recognised in respect to the following items: Deductible temporary differences Deductible temporary differences Tax losses carried forward Tax losses and temporary differences brought to account to reduce the provision for deferred tax liabilities	(2,219,836) (622,590) (554,959) (155,648) (554,959) (155,648)
	- -
	- - 248,025 68,655 2,072,195 377,140 - -
	2,320,221 445,795

The deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profits will be available against which the Company can utilise the benefits.

WA1 RESOURCES LTD

2023 ANNUAL REPORT 30

	2023	2022
	$	$
Provision for deferred tax liability Deferred tax liability comprises the estimated expense at the applicable rate of 25% (2022: 25%) on the following items: Exploration and evaluation assets Deferred tax asset attributable to tax losses and temporary differences brought to account to reduce the provision for deferred income tax	1,712,517 214,981 (1,712,517) (214,981)
	- -

5. CASH AND CASH EQUIVALENTS

	2023	2022
	$	$
Cash and bank balances	14,997,724 3,677,733
	14,997,724 3,677,733

Cash at bank earns interest at floating rates based on daily bank deposit rates.

6. TERM DEPOSITS

	2023	2022
	$	$
Term deposits	2,000,000 -
	2,000,000 -

As at 30 June 2023, WA1 holds $2 million in an interest earning cash deposit account maturing 30 November 2023. During the year, the Company received $200,685 in interest from term deposits.

7. EXPLORATION DEPOSITS

	2023
	$
Tenement rent (DMIRS)

Exploration deposits represent annual tenement rents paid to the Western Australian Department of Mines Industry Regulations and Safety (DMIRS) and Northern Territory Department of Industry, Tourism and Trade in advance when applications for tenements were made during the year. These amounts are held in trust by the DMIRS pending the grant of the tenements and are refundable if for any reason the tenements are not granted.

WA1 RESOURCES LTD

2023 ANNUAL REPORT 31

8. OFFICE LEASE – RIGHT OF USE ASSET

	2023	2022
	$	$
Offce lease - right of use asset	43,075 -
	43,075 -

The right of use asset refers to the use of office space at 55 Carrington St, Nedlands. The contract with Cinch Funds Pty Ltd was executed on 14 December 2022 and per AASB16, a new lease asset and liability was recognised.

9. OTHER RECEIVABLES

	2023	2022
	$	$
Prepayments Term deposits interest Debtors GST	39,626 - 86,096 - 227,686 - 353,481 34,670
	706,889 34,670

10. EXPLORATION AND EVALUATION ASSETS

	2023	2022
	$	$
Opening balance / initial recognition at fair value Additions	859,925 381,837 5,990,144 478,088
	6,850,069 859,925

The carrying amount of the exploration and evaluation asset at 30 June 2023 relates to the exploration capitalised on the West Arunta, Madura and Hidden Valley Projects.

At 30 June 2023 the Company assessed the carrying amount of the assets for impairment. No impairment triggers were present (30 June 2022: Nil).

11. TRADE AND OTHER PAYABLES

	2023	2022
	$	$
Trade payables Accrued expenses Payroll tax liability Other payables	1,305,952 52,643 593,016 28,302 18,626 - 196,847 42,074
	2,114,441 123,019

WA1 RESOURCES LTD

2023 ANNUAL REPORT 32

12. SHARE CAPITAL

	2023	2023
	Number	$
Share capital Fully paid ordinary shares Balance at 1 July 2022 Issue of fully paid ordinary shares at $2.00 Issue of fully paid ordinary shares at $2.75 Options exercised at $0.30 Share issue costs Balance at 30 June 2023	53,736,364 24,284,936 44,800,000 5,176,724 5,000,000 10,000,000 3,636,364 10,000,001 300,000 90,000 (981,789)
	53,736,364 24,284,936

All issued shares are fully paid.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regards to the Company’s residual assets.

	2022	2022
	Number	$
Share capital Fully paid ordinary shares Balance at 1 July 2021 Issue of fully paid ordinary shares at $0.12 Issue of fully paid ordinary shares at $0.20 Share issue costs Balance at 30 June 2022	44,800,000 5,176,724 17,500,000 443,999 4,800,000 576,000 22,500,000 4,500,000 (343,275) 44,800,000 5,176,724

13. RESERVES

	2023	2022
	$	$
Opening balance Share based payments expense	55,483 - 1,116,186 55,483
	1,171,669 55,483

WA1 RESOURCES LTD

2023 ANNUAL REPORT 33

Director and Employee Options

During the year, the Company issued a total of 650,000 Share Options to a director and 235,000 Performance Rights to employees as follows:

	Director Options	Performance Rights	Performance Rights
Assumptions: Valuation Date Vesting Date Market Price of Shares Exercise Price Expiry Date Risk Free Interest Date Dividend Yield Expected Future Volatility Life (years) Indicative Value per Option Number of Options Total Value of Options
	7/11/2022 29/05/2023 29/05/2023
	7/11/2022 29/05/2025 29/05/2026
	$1.76 $4.70 $4.70
	$0.30 $0.00 $0.00
	1/11/2025 29/05/2028 29/05/2028
	3.370% 3.450% 3.450%
	Nil Nil Nil
	85% 100% 100%
	3.0 5.0 5.0
	$1.53 $4.42 $4.29

	650,000 117,500 117,500
	$994,500 $519,350 $504,075

The options were granted on 7 November 2022 following shareholder approval at the annual general meeting with no vesting conditions. They have been valued in accordance with AASB 2 Share Based Payments and bought to account accordingly. The shares have been fully expensed at grant date.

The Company also granted two tranches of performance rights on the 29 May 2023. These have vesting conditions of two years and three years respectively. Performance rights are subject to employment on the vesting date and have been valued in accordance with AASB 2 Share Based Payments and expensed accordingly.

On 15 June 2023, 300,000 employee share options issued in a prior period were exercised and 300,000 shares were issued at $0.30, with a total consideration of $90,000. These options were fully expensed as at exercise date per AASB 2 Share Based Payments.

A total of $1,116,186 in share-based payments has been expensed in the year for all options and rights.

Options issued to Directors on 21 October 2021 at an exercise price of $0.30 have vesting conditions of continued service until the earlier of exercise or expiration. They have been valued using a Black-Scholes method, in accordance with AASB 2 Share Based Payments and are brought to account over the expected vesting period which is assessed at each reporting period.

The Board determined that the Director Options issued to Mr Paull Parker would not lapse, despite his ceasing to be a director on 1 July 2022, in recognition of Mr Parker’s contribution to the Company.

The following table illustrates the number and weighted average exercise price (WAEP) of and movements in share options during the year:

Options

			Balance at				Balance at
	Expiry	Exercise	the start of			Vested and	the end of
Grant Date	Date	Price	the year	Granted	Exercised	Exercisable	the year
21/10/2021	1/11/2025	$0.30	3,450,000	-	-	-	3,450,000
27/05/2022	1/11/2025	$0.30	300,000	-	300,000	-	-
7/11/2022	1/11/2025	$0.30	-	650,000	-	650,000	650,000
TOTAL			3,750,000	650,000	300,000	650,000	4,100,000

WA1 RESOURCES LTD

2023 ANNUAL REPORT 34

Performance rights

Grant Date	Expiry Date	Exercise Price	Balance at the start of the year	Granted	Exercised	Balance at the end of the year
29/05/2023 29/05/2028 $nil - 235,000 - 235,000
TOTAL - 235,000 - 235,000

14. LOSS PER SHARE

(a) Reconciliation of Loss

	2023	2022
	$	$
Loss attributable to the owners of the Company used to calculate basic and diluted loss per share 2,219,836 622,590 (b) Weighted average number of ordinary shares used as the denominator 2023 2022 $ $ Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share 48,058,331 29,768,767

Potential ordinary shares are not considered dilutive, thus diluted loss per share is the same as basic loss per share.

15. STATEMENT OF CASH FLOWS

(a) Reconciliation of cash flows from operating activities

	2023	2022
	$	$
Loss for the year Adjustments for: Share based payments Offce lease amortisation Accrued Admin Expense Accrued interest income Change in operating assets and liabilities Decrease / (increase) in other receivables Increase /(decrease) in trade and other payables Increase /(decrease) in provisions	(2,219,836) (622,590)


	1,116,186 55,483
	30,549 -
	43,800 -
	(86,096) -


	(586,122) (31,107)
	585,717 (139,938)
	33,012 8,673
	(1,082,791) (729,479)

WA1 RESOURCES LTD

2023 ANNUAL REPORT

16. COMMITMENTS

(a) Exploration commitments

As a condition of retaining right to explore its mining tenements, the Company is required to pay an annual rental and incur a minimum level of expenditure for each tenement.

Outstanding exploration commitments are as follows:

Project	Within 1 year	Between 2 – 5 years	Total
Exploration expenditure	611,500 2,261,000 2,872,500
Total	611,500 2,261,000 2,872,500

The Company has no expenditure commitments on mining tenements which have not been granted.

17. CONTINGENCIES

The Company had no contingent assets or liabilities at reporting date.

18. RELATED PARTY TRANSACTIONS

(a) Key management personnel compensation

	2023	2022
	$	$
Short-term benefts Post-employment superannuation beneft Other long-term benefts Share based payments	528,935 153,812
	42,902 13,823
	24,360 6,090
	1,054,733 55,483
	1,650,931 229,208

(b) Transactions with directors, director related entities and other related parties

During the year an expense of $46,796 was recognised to Maple West Group Pty Ltd for accounting services, a company controlled by Directors Rhys Bradley, Paul Savich and their spouses. No amount was payable to Maple West Group Pty Ltd at 30 June 2023.

The Company entered into a new consultancy agreement with Tom Lyons for Geological services. An amount of $23,750 was paid during the 6 months to 31 December 2022. The consultancy agreement was subsequently extinguished upon Mr Lyons’ appointment as an Executive Director effective 1 March 2023.

During the year, the Company paid $24,296 to Tali Resources Pty Ltd, a Company controlled by Mr Lyons as Managing Director, for reimbursement for the use of Tali staff and associated costs assisting with heritage activities. No amount was payable at 30 June 2023.

19. FINANCIAL RISK MANAGEMENT

The Company’s activities expose it to market, liquidity and credit risks arising from its financial instruments. The Company’s management of financial risk is aimed at ensuring net cash flows are sufficient to meet all its financial commitments and maintain the capacity to fund its exploration and evaluation activities, which primarily relate to the West Arunta Project. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Management monitors and manages the financial risks relating to the operations of the Company through regular reviews of risk.

Market (including interest rate risk), liquidity and credit risks arise in the normal course of business. These risks are managed under Board approved treasury processes and transactions.

The principal financial instruments as at reporting date include cash, exploration deposits and payables.

WA1 RESOURCES LTD

2023 ANNUAL REPORT 36

This note presents information about exposures to the above risks, the objectives, policies, and processes for measuring and managing risk, and the management of capital.

(a) Credit Risk

Exposure to credit risk

The carrying amount of financial assets represent the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

	2023	2022
	$	$
Cash and cash equivalents Exploration deposits	16,997,724 3,677,733 200,988 119,132
	17,198,712 3,796,865

The Company’s significant concentration of credit risk is cash, which is held with major Australian Banks with Aa3 credit rating and accordingly the credit risk exposure is minimal. Exploration deposits are held by DMIRS a reputable government institution.

(b) Liquidity risk

The Company manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash is available to meet the current and future commitments. Due to the nature of the Company’s activities, being mineral exploration and evaluation, the Company does not have ready access to credit facilities, with the primary source of funding being equity raisings.

The Board of Directors constantly monitors the state of equity markets in conjunction with the Company’s current and future funding requirements, with a view to initiating appropriate capital raisings as required.

The financial liabilities of the Company are confined to trade and other payables. Trade and other payables are noninterest bearing and are due within 12 months of the reporting date.

	2023	2023	2023	2023	2023
	Weighted Average Effective Interest Rate	Less than 6 months	6 months to 1 year	1 to 5 years	Total
	% $ $ $ $
Financial Assets:
Non-interest bearing	132,041 - - 132,041
Variable interest rate instruments	4.15% 3,865,683 - - 3,865,683
Fixed Rate Instrument	4.18% 9,000,000 - - 9,000,000
Fixed Rate Instrument	3.85% 2,000,000 - - 2,000,000
Fixed Rate Instrument	4.04% 2,000,000 - - 2,000,000
	16,997,724 - - 16,997,724

Financial Liabilities:
Non-interest bearing	1,305,952 - - 1,305,952
NET FINANCIAL ASSETS	15,691,772 - - 15,691,772

WA1 RESOURCES LTD

2023 ANNUAL REPORT 37

	2022	2022	2022	2022	2022
	Weighted Average Effective Interest Rate	Less than 6 months	6 months to 1 year	1 to 5 years	Total
Financial Assets: Non-interest bearing Variable interest rate instruments Financial Liabilities: Non-interest bearing NET FINANCIAL ASSETS	% $ $ $ $ 57,706 - - 57,706 0.20% 3,620,028 - - 3,620,028
	3,677,733 - - 3,677,733
	52,643 - - 52,643
	3,625,091 - - 3,625,091

(c) Fair values

The current term deposits, receivables and payables carrying values approximate their fair values due to the short termmaturities of these instruments.

(d) Capital management

The Board’s policy is to preserve a strong capital base and maintain investor and equity market confidence in order to sustain the Company’s exploration and evaluation activities and supporting functions.

The capital structure of the Company consists of equity attributable to equity holders, comprising issued capital, and retained earnings.

20. REMUNERATION OF AUDITORS

During the year, the following fees were paid or were payable to the auditor of the Company.

	2023	2022
	$	$
BDO Audit (WA) Pty Ltd Audit and Review of statutory fnancial reports for the company Non-audit services provided: Taxation advice IPO - Independent Limited Assurance Report Total remuneration for audit and non-audit services	42,500 29,000
	42,500 29,000
	5,000 - - 14,600
	5,000 14,600

	47,500 43,600

21. EVENTS SUBSEQUENT TO BALANCE DATE

Post year-end the Company received firm commitments for a $15,000,000 placement to be completed in two tranches. Tranche 1, resulted in the issue of 2,563,636 new shares at $5 per share, raising $12,818,180 before costs, settled on 8th September 2023. Tranche 2 was for 436,364 new shares at $5 per share raising $2,181,820 before costs, subject to shareholder approval. Approval will be sought at a shareholder meeting expected to be held in October 2023.

There were no other subsequent events after the reporting date.

WA1 RESOURCES LTD

2023 ANNUAL REPORT 38

DIRECTOR’S DECLARATION

In the opinion of the directors of WA1 Resources Ltd (‘the Company’):

the financial statements and notes set out on pages 22 to 38 are in accordance with the Corporations Act 2001, including:
(a) complying with Accounting Standards and the Corporations Regulations 2001; and
(b) giving a true and fair view of the Company’s financial position as at 30 June 2023 and of its performance for the

year ended on that date;

the financial statements and notes also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board disclosed in Note 2;
there are reasonable grounds to believe that the Company will be able to pay debts as and when they become due and payable; and

The directors have been given the declarations by the Managing Director and Company Secretary required by section 295A of the Corporations Act 2001 .

Signed in accordance with a resolution of the directors.

Paul Savich

Managing Director

Perth

15 September 2023

WA1 RESOURCES LTD

2023 ANNUAL REPORT 39

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 WA1 Resources Ltd

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of WA1 Resources Ltd (the Company), which comprises the statement of financial position as at 30 June 2023, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the 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 WA1 Resources Ltd, is in accordance with the Corporations Act 2001 , including:

(i) Giving a true and fair view of the Company’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 Company 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.

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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.

Carrying Value of Exploration and Evaluation Expenditure

*Key audit matter* *How the matter was addressed in our audit*	*Key audit matter* *How the matter was addressed in our audit*

As disclosed in Note 10, the carrying value of the exploration and evaluation asset represents a significant asset of the Company. The Company’s accounting policies and significant judgements applied to capitalised exploration and evaluation expenditure are detailed in Notes 2 and 10 of the financial report. In accordance with AASB 6_Exploration for and_ Evaluation of Mineral Resources(‘AASB 6’), the recoverability of exploration and evaluation expenditure requires significant judgement by management in determining whether there are any facts and circumstances that exist to suggest the carrying amount of this asset may exceed its recoverable amount. As a result, this is considered a key audit matter. Our procedures included, but were not limited to: • Obtaining a schedule of the areas of interest held by the Company and assessing whether the rights to tenure of those areas of interest remained current at balance date; • Verifying, on a sample basis, exploration and evaluation expenditure capitalised during the year for compliance with the recognition criteria of AASB 6; • Considering the status of the ongoing exploration programmes in the respective areas of interest by holding discussions with management, and reviewing the Company’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 factors or circumstances existed to suggest impairment testing was required; and • Assessing the adequacy of the related disclosures in Notes 2 and 10 to the Financial Report.

Key audit matter
How the matter was addressed in our audit

As disclosed in Note 10, the carrying value of the
exploration and evaluation asset represents a
significant asset of the Company.
The Company’s accounting policies and significant
judgements applied to capitalised exploration and
evaluation expenditure are detailed in Notes 2 and 10
of the financial report.
In accordance with AASB 6_Exploration for and_
Evaluation of Mineral Resources(‘AASB 6’), the
recoverability of exploration and evaluation
expenditure requires significant judgement by
management in determining whether there are any
facts and circumstances that exist to suggest the
carrying amount of this asset may exceed its
recoverable amount. As a result, this is considered a
key audit matter.
Our procedures included, but were not limited to:
•
Obtaining a schedule of the areas of interest held
by the Company and assessing whether the rights
to tenure of those areas of interest remained
current at balance date;
•
Verifying, on a sample basis, exploration and
evaluation expenditure capitalised during the year
for compliance with the recognition criteria of
AASB 6;
•
Considering the status of the ongoing exploration
programmes in the respective areas of interest by
holding discussions with management, and
reviewing the Company’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 factors or circumstances
existed to suggest impairment testing was
required; and
•
Assessing the adequacy of the related disclosures
in Notes 2 and 10 to the Financial Report.

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Other information

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

Our opinion on the financial report does not cover the other information and 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 Company’s ability 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 Company 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/ar2_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 16 to 20 of the directors’ report for the year ended 30 June 2023.

In our opinion, the Remuneration Report of WA1 Resources Ltd, 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

15 September 2023

ASX ADDITIONAL INFORMATION

SHAREHOLDER INFORMATION

(a) Distribution of member holdings

Number of shares	Holders	Securities	%
1 - 1,000	1106 503,107 0.89%
1,001 - 5,000	741 1,930,441 3.43%
5,001 - 10,000	245 1,979,822 3.52%
10,001 - 100,000	371 12,306,206 21.86%
100,001 and over	72 39,580,424 70.30%
	2,535 56,300,000 100.00%

There are 80 shareholders holding less than a marketable parcel of shares.

(b) Twenty largest shareholders

Party	Listed Ordinary Shares	Listed Ordinary Shares
	No. of Ordinary Shares	Percentage of issued capital
TALI RESOURCES PTY LTD RYECROFT HOLDINGS PTY LTD CITICORP NOMINEES PTY LIMITED LUCID INVESTMENTS GROUP PTY LTD ABADI INVESTMENTS PTY LTD NERANO HOLDINGS PTY LTD MR PAUL ANTHONY SAVICH & MRS DEANNE MARIE SAVICH FUND A/C> UBS NOMINEES PTY LTD MR GODFREY WENNESS LINESTART PTY LTD BNP PARIBAS NOMINEES PTY LTD BURRA PTY LTD AP MITCHELL SUPERANNUATION FUND PTY LTD A/C> ALLAMBI HOLDINGS PTY LTD T H LAWRIE NOMINEES PTY LTD WALLOON SECURITIES PTY LTD BNP PARIBAS NOMS PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED PALM BEACH NOMINEES PTY LIMITED	8,525,000 15.14% 3,416,666 6.07% 2,983,029 5.30% 2,916,666 5.18% 2,415,831 4.29% 2,183,333 3.88% 1,200,000 2.13% 949,473 1.69% 635,000 1.13% 600,000 1.07% 596,640 1.06% 538,333 0.96% 525,000 0.93% 520,000 0.92% 500,000 0.89% 500,000 0.89% 489,974 0.87% 468,281 0.83% 432,207 0.77% 385,060 0.68%
	30,780,493 54.67%

Shares on issue as at 8 September 2023 is: 56,300,000.

WA1 RESOURCES LTD

2023 ANNUAL REPORT 44

(c) Substantial shareholders

The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are:

Party	Number of ordinary shares held	Percentage of issued capital
TALI RESOURCES PTY LTD AND ASSOCIATED ENTITIES 8,875,000 15.76% LUCID INVESTMENT GROUP PTY LTD AND ASSOCIATED ENTITIES 4,116,666 7.31% RYECROFT HOLDINGS PTY LTD AND ASSOCIATED ENTITIES 3,516,666 6.25% REGAL FUNDS MANAGEMENT PTY LTD AND ASSOCIATED ENTITIES 3,202,267 5.69%

(d) Voting rights

All shares carry one vote per share without restriction.

USE OF FUNDS

Pursuant to the requirements of ASX Listing Rule 4.10.19 the Company has used all funds raised from its Initial Public Offer (IPO) in a manner that is consistent with its business objectives as set out in the Company’s prospectus dated 29 November 2021.

WA1 RESOURCES LTD

2023 ANNUAL REPORT

SCHEDULE OF TENEMENT INTERESTS

Tenement	Project	Holder	Status	Location	Current Interest
E80/5173 West Arunta WA1 Granted WA 100%
E80/5646 West Arunta WA1 Granted WA 100%
E80/5656 West Arunta WA1 Granted WA 100%
E80/5860 West Arunta WA1 Application WA 100%
E80/5861 West Arunta WA1 Application WA 100%
E80/5862 West Arunta WA1 Application WA 100%
E80/5865 West Arunta WA1 Application WA 100%
E80/5866 West Arunta WA1 Application WA 100%
EL33378 West Arunta WA1 Application NT 100%
EL33545 West Arunta WA1 Application NT 100%
EL33546 West Arunta WA1 Application NT 100%
EL33550 West Arunta WA1 Application NT 100%
E69/3843 Madura WA1 Granted WA 100%
E69/3844 Madura WA1 Granted WA 100%
E69/3854 Madura WA1 Granted WA 100%
E69/3855 Madura WA1 Granted WA 100%
E69/3861 Madura WA1 Granted WA 100%
E69/4028 Madura WA1 Granted WA 100%
E69/4029 Madura WA1 Granted WA 100%
E69/4103 Madura WA1 Application WA 100%
E80/5651 Hidden Valley WA1 Granted WA 100%

WA1 RESOURCES LTD

2023 ANNUAL REPORT

AI assistant

WA1 RESOURCES LTD — Annual Report 2023

66031_rns_2023-09-14_86157676-616f-41dd-9a42-9f62bed91557.pdf

CORPORATE INFORMATION

DIRECTORS

REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

AUDITORS

SOLICITORS

SHARE REGISTRY

WEBSITE

STOCK EXCHANGE LISTING

CONTENTS

Dear Fellow Shareholders,

Gary Lethridge

Non-Executive Chairperson