Annual Report to shareholders
ANNUAL
REPORT
2025
EDITION
Content
CHAIRMAN’S LETTER ................................................................................................................................................................ - 3 -
MANAGEMENT REVIEW – OPERATIONS ............................................................................................................................. - 4 -
MINING TENEMENT SCHEDULE ...........................................................................................................................................- 14 -
CORPORATE GOVERNANCE STATEMENT ........................................................................................................................ - 15 -
DIRECTORS’ REPORT .............................................................................................................................................................. - 23 -
LEAD AUDITOR’S INDEPENDENCE DECLARATION ....................................................................................................... - 38-
CONSOLIDATED STATEMENT OF PROFIT AND LOSS .................................................................................................. - 39 -
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME .................................................................. - 40 -
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ........................................................................................... - 41 -
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................................................. - 42 -
CONSOLIDATED STATEMENT OF CASH FLOWS ............................................................................................................ - 43 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ...................................................................................... - 44 -
CONSOLIDATED ENTITY DISCLOSURE STATEMENT ................................................................................................... - 69 -
DIRECTORS’ DECLARATION ................................................................................................................................................. - 70 -
INDEPENDENT AUDITOR’S REPORT ................................................................................................................................. - 71 -
ADDITIONAL INFORMATION ............................................................................................................................................... - 76 -
SHAREHOLDING INFORMATION ......................................................................................................................................... - 77 -
CORPORATE DIRECTORY ...................................................................................................................................................... - 78 -
- 3 -
CHAIRMAN’S LETTER
Chairman’s Letter
Dear Shareholders,
It is with great pleasure that I present the Santana Minerals Ltd Annual Report for the year ending 30 June 2025.
It has been a big year for the Company, which has seen its market capitalisation increase markedly, propelled
by project advancement and the outstanding economic outcomes of our development studies.
The ascension of the Fast-track Approvals Act into law on 23 December 2024 has also created an important
opportunity for objections to development to be dealt with in a timely and structured manner, significantly
enhancing New Zealand’s international appeal for foreign investment. Whilst most international investors are
still taking an “I’ll believe it when I see it” approach, the intent of the current government has been partly
rewarded. Furthermore, Fast-track does not mean short cut. The integrity of baseline and background work
previously required under the RMA continues to underwrite an extremely rigorous and difficult approvals
process. From a Chairman’s perspective, the challenge has been weaning various experts, advisors and
consultants from a system they knew well and had grown to accept, toward a process in which the endpoint of
permitting places clearer weight on economic and social advancement for the country and its citizens.
Although, with a sudden increase in demand for expert services to fulfil Fast-track applications, it seems the
relatively small pool of specialist consultants in New Zealand has struggled to meet the influx of work and
deadlines. Santana has been a victim of such delays and I apologise to shareholders for our failure to meet
earlier submission expectations. At the same time, I thank our team for their steadfast persistence in preparing
a “belts and braces” submission under some of the strictest permitting standards anywhere in the world. Suffice
to say, after extensive preparation we now stand at the threshold of submission, with our application ready to
move forward and consents to follow under the timelines prescribed by the legislation.
While mining activity in New Zealand is limited compared with larger continental jurisdictions, the country
sustained a very active gold industry from the mid-1800s that generated considerable employment and wealth.
In more recent times, modern mining has too often been demonised by ideological overreach. Against that
backdrop, I am pleased that our team has taken ownership of competing land-use matters. During the year we
negotiated outright freehold ownership of the land on which we intend to mine, which will also host associated
infrastructure, and we have initiated a planned buy-back of royalty interests that were historically attached to
those areas through access agreements over extensively grazed pastoral land. These steps simplify future
development and align incentives for long-term, responsible operations.
Our on-ground teams, led by our executive management, have done a commendable job throughout the year
in continuing to de-risk and prepare the Bendigo-Ophir Gold Project for development. As that unfolds in the
ensuing year, we look forward to refocusing more of our efforts on regional and extensional exploration, where
we believe significant additional discoveries remain.
On behalf of our Board, I wish to thank our shareholders for their continued support and loyalty during the year.
We have many new shareholders and, in particular, a number of larger international and institutional investors
who have joined our register with clear expectations.
To all shareholders, we do not intend to disappoint. Together, we look forward to the year, and years ahead as
our project steps onto the world stage and delivers substantially greater rewards for all stakeholders.
Yours faithfully,
Peter Cook
Chairman
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 4 - REVIEW OF OPERATIONS
Management Review – Operations
Bendigo-Ophir, New Zealand
Highlights
In FY25, Santana Minerals Ltd made transformative progress at its 100% owned Bendigo-Ophir Gold Project (BOGP) in
Central Otago, New Zealand. The year was marked not only by substantial advances in project development, resource
definition and project de-ri sking, but also by the national recognition of BOGP’s strategic importance through the New
Zealand Government’s Fast-track Approvals Act (FTA). The Project’s inclusion under this framework has placed it firmly “on
the map” as New Zealand’s most significant undeveloped gold asset, accelerating its pathway to development and
reinforcing its role as a cornerstone of future regional economic growth.
The Project now spans 251 km² of highly prospective ground, with the March 2025 Mineral Resource Estimate confirming
34.3 million tonnes at 2.1 g/t for 2.34 million ounces of contained gold. This robust resource base underpinned the delivery
of an Updated Pre-Feasibility Study (PFS), which integrated a selective high-grade mining strategy, optimised project scope,
and improved forecast economics and mine life.
Beyond technical milestones, FY25 also saw the Company advance land access agreements, environmental baseline
studies, and community engagement programs, aligning development planning with both stakeholder expectations and
the FTA consenting process. Collectively, these achievements have elevated the BOGP as a flagship development in New
Zealand’s mining sector and positioned the Company to enter FY26 with strong momentum towards feasibility, permitting,
and financing.
Figure 1 - Bendigo-Ophir Gold Project location in the Otago Goldfield
- 5 -
REVIEW OF OPERATIONS
Updated Pre-feasibility Study – June 2025
During the year, the Company released an initial Pre-Feasibility Study (PFS) which established the technical framework for
development of BOGP and, importantly, elevated the Project to PFS-level status to enable eligibility for the Fast-Track
consenting process. This first iteration was deliberately structured around an integrated open pit and underground concept
and was accompanied by intensive environmental baseline and effects studies that set the overall project scale and
provided the foundation for subsequent approvals work. Later in the year, the Company released an Updated PFS which
incorporated refinements to the mine method and scheduling, a redesigned processing facility, and a staged pit
development strategy. These adjustments materially improved the Project’s economics and confirmed a long-life, high-
margin operation producing over 1.2Moz of gold across an initial 13.8-year mine life from an open pit and underground
development primarily from the flagship Rise and Shine (RAS) deposit.
Figure 2 – Updated PFS - Gold Production Profile
Key highlights of the Updated PFS included the adoption of a selective high-grade mining strategy, lifting the open pit head
grade to 2.75 g/t and scaling back the process plant to align more closely with selectively mined ore. In parallel, an early
cashflow scheduling approach prioritised near-surface ore, albeit at lower grades, to minimise pre-strip requirements,
reducing material movement to approximately 6.5 million bcm. Together, these refinements support a leaner development
profile and extend the projected mine life to 13.8 years, with annual production expected to peak at around 120,000
ounces of gold.
To complement the revised strategy, the process plant was redesigned from a 1.5 Mtpa configuration in the November
2024 PFS to a more efficient 1.2 Mtpa circuit featuring three-stage crushing and a single ball mill. The optimised design is
tailored to the higher-grade HG1 domain, reducing sensitivity to ore hardness variability while lowering both capital
intensity and operating complexity. Importantly, the plant layout retains flexibility for a potential expansion to 1.8 Mtpa
through the addition of a second ball mill, providing strategic optionality to accelerate production in the future.
The updated mine plan also defers the commencement of underground development to Year 7, alleviating ramp-up
pressures while preserving long-term value from the underground resource.
Overall, the Updated PFS represents the next stage in the Company’s development pathway, integrating both open pit and
underground mining into a single, optimised plan. It establishes the technical and economic foundations required to
progress financing discussions and marks a significant milestone in advancing BOGP toward execution in early 2026.
Table 1 provides a summary of the Updated PFS financial metrics, including a base-case scenario at A$3,500/oz and a
conservative spot-price scenario at A$4,950/oz, with equivalent NZD values also presented.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 6 - REVIEW OF OPERATIONS
Key Financial Assumptions Base-Case AUD 3-Month AUD 3-Month NZD
Gold price $/oz 3,500 4,950 5,410
Exchange rate USD:$ 0.63 0.63 0.58
Initial Life of Mine Metrics
Gold sales Oz
1.248 million
Initial mine life Yr(s)
13.8
Gold revenue ($’000) AUD 'mil 4,367 6,177 6,751
Initial life of mine operating costs
Total open pit mine operating costs AUD 'mil 777 777 849
Total underground mine operating costs AUD 'mil 246 246 269
Total ore processing operating costs AUD 'mil 416 416 455
Total general and admin costs
2
AUD 'mil 158 158 172
Crown royalties (higher of 2% NSR or 10% annual profit) AUD 'mil 232 410 448
Third party royalties – (3 other) AUD 'mil 117 166 181
Total cash operating cost AUD 'mil 1,946 2,173 2,375
Total cash operating surplus (EBITDA) AUD 'mil 2,422 4,004 4,376
Non-cash costs
Life of mine depreciation and amortisation AUD 'mil 480 480 524
Total cost of sales AUD 'mil 2,425 2,652 2,899
Historical PP&E AUD 'mil 36 36 39
Net profit before tax (NPBT) AUD 'mil 1,906 3,489 3,813
Corporate tax payable (28.0%) AUD 'mil (546) (983) (1,074)
Estimated net profit after tax (NPAT) AUD 'mil 1,360 2,506 2,739
NPV
6.5
(unleveraged and after-tax) AUD 'mil 780 1,521 1,662
Internal rate of return (IRR) % 39% 65% 65%
Capital Expenditure Requirements
Pre-production capital (incl. 10% contingency) AUD 'mil 277 277 302
Sustaining capital expenditure (funded from cash flow)
Plant & infrastructure AUD 'mil
48
48
52
Waste stripping AUD 'mil 78 78 85
Underground mine plant & infrastructure (year 6) AUD 'mil 85 85 93
Closure capex (off-set against salvage value of PP&E) AUD 'mil (0) (0) (0)
Total capex over mine life AUD 'mil 487 487 533
Comparative Metrics (rounded)
Total cash operating cost per ounce AUD / Oz 1,559 1,741 1,903
All in cost (AIC) AUD / Oz 1,950 2,132 2,330
Tabe 1 – Updated Pre-feasibility Study Financial Metrics
As a result of the Updated PFS, a new Ore Reserve Estimate (ORE) was declared for the BOGP including 15.0 million tonnes
@ 2.58g/t Au for 1.242 million ounces of gold. The ORE is based on the March 2025 Mineral Resource Estimate (MRE) of
34.3 million tonnes @ 2.1g/t Au for 2.34 million ounces reported at a 0.5g/t cut-off grade.
Tabe 2 – Ore Reserve Statement
Area Proven Probable Total
Mt Au g/t Mt Au g/t Mt Au g/t Au koz
RAS open pit - - 10.5 2.78 10.5 2.78 937
RAS underground 3.2 2.66 3.2 2.66 275
SRX 1.3 0.70 1.3 0.70 30
Total - - 15.0 2.58 15.0 2.58 1,242
- 7 -
REVIEW OF OPERATIONS
March 2025 Mineral Resource Estimate Update
In March 2025, the Company delivered an updated MRE for the BOGP, marking an important milestone in de-risking and
advancing the Project. The update incorporated 28 additional infill holes for a total of 7,060 metres at the RAS deposit,
together with refinements to geological modelling, domaining, variography, grade estimation techniques, and mining
parameters. The revised MRE confirmed a total Project resource of 34.3 million tonnes at 2.1 g/t gold for 2.34 million
ounces of contained gold, representing both an increase in total ounces and a significant uplift in the Indicated category,
including a 7% increase in Indicated grade to 18.9 million tonnes at 2.5 g/t gold for 1.54 million ounces. Importantly, the
model also formalised the high-grade HG1 domain, containing 919koz at 4.5 g/t gold in the Indicated category and 157koz
of gold at 5.5 g/t of Inferred resources, of which the Indicated portion underpinned the high-grade mining strategy adopted
in the Updated June 2025 Pre-Feasibility Study.
Figure 3 – RAS plan view showing HG1 domain (purple)
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 8 - REVIEW OF OPERATIONS
The updated MRE not only strengthens the technical foundations of the Project but also provides regulators, investors,
and stakeholders with increased confidence in the long-term production profile of the BOGP.
Deposit Category tonnes (Mt) Au grade (g/t)
Contained Gold
(koz)
RAS
Indicated 18.9 2.5 1,538
Inferred 7.6 2.2 542
RAS Total Indicated and Inferred 26.5 2.4 2,080
CIT Inferred 1.2 1.5 59
SRX Indicated 2.2 0.8 54.7
SRX Inferred 2.9 1.0 90.5
SRX Total Indicated and Inferred 5 0.9 145
SRE Indicated 0.4 0.8 10.3
SRE Inferred 1.1 1.2 42
SRE Total Indicated and Inferred 1.5 1.1 52
BOGP Total
Indicated 21.5 2.3 1,603
Inferred 12.7 1.8 734
BOGP Total Indicated and Inferred 34.3 2.1 2,337
Tabe 3 – Mineral Resource Estimate BOGP March 2025
- 9 -
REVIEW OF OPERATIONS
Drilling and Defining RAS
Drilling throughout FY25 was heavily focused on the RAS deposit, with 17,250m of drilling designed and drilled to both to
lift confidence in the high-grade core and to test extensions that could further strengthen the Project’s production profile.
Early in the financial year, infill results allowed a material conversion of Inferred material to Indicated, with the July 2024
MRE update confirming 19.1 million tonnes at 2.4 g/t gold for 1.45 million ounces in the Indicated category. This
represented a step change in geological confidence and provided a solid platform for the subsequent mining studies.
Encouragingly, step-out holes drilled through the middle of 2024 returned thick and continuous high-grade intercepts,
including 30.7m at 7.9 g/t gold, 34.5m at 5.4 g/t gold, 35.4m at 8.3 g/t gold and 41.6m at 8.6 g/t gold, reinforcing the
continuity and scale of the high-grade domain.
Figure 4 – RAS long section looking East
Follow-up drilling through April and May 2025 extended known mineralisation both south and down plunge, delivering
results such as 33.0m at 2.7 g/t gold from 98m, 27.0m at 2.3 g/t gold from 153m including 3.0m at 37.4 g/t gold, and 7.0m
at 5.9 g/t gold from 86m. Several geotechnical holes drilled as part of these programs also intersected strong mineralisation
outside current pit designs, with one returning 4.0m at 10.5 g/t gold from 240m, highlighting further upside potential
beyond the resource model.
The final phase of the FY25 program in June 2025 again confirmed growth potential at RAS, with hole MDD420 intersecting
10.0m at 9.8 g/t gold from 200m down plunge and west of the current high-grade core. This result demonstrates clear
underground potential in the longer term. At shallower levels, intercepts such as MDD432 with 8.3m at 2.4 g/t gold from
27.7m reinforced opportunities for low-strip early mining at RAS South.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 10 - REVIEW OF OPERATIONS
Together, these results reflect a highly successful year of drilling at RAS. They not only upgraded and sharpened the high-
grade core used for selective early mining, but also defined meaningful extensions south and at depth, including a parallel
stockwork lode sitting beneath current pit shells. The March 2025 MRE fed directly into the Updated Pre-Feasibility Study
released in July 2025, ensuring the Project is underpinned by robust and well-constrained geological data.
Exploration and Resource Growth
While RAS remained the centrepiece of drilling activity through FY25, exploration efforts also extended to satellite
prospects within the BOGP area, and the RAS-is -Not-Alone (RINA) sterilisation program. Campaigns at Come-in -Time (CIT)
and SREX were advanced with the objective of testing continuity of the known systems. Early drilling confirmed the broader
system potential, with mineralisation intersected in multiple holes that warrant further follow-up.
At CIT, 3,980m of drilling highlighted near-surface mineralisation, demonstrating the potential for additional high-grade
domains within the broader project corridor. At SREX and SREX East 1,200m of drilling confirmed mineralisation continuity
along structural trends, supporting the interpretation of parallel lode positions that could supplement mine life in the
medium to longer term. Together, these results underpin the Company’s strategy of systematically evaluating regional
targets to grow the overall project resource base.
More than 7,000m were also drilled as part of the RINA program, designed to ensure areas planned for mine infrastructure
are sterilised, but also designed to test potential structures that may host additional deposits.
Geological and geophysical work also continued across other parts of the 251 km² project tenure, with mapping, sampling,
and structural studies defining new targets for drill testing. These activities are designed to ensure the BOGP maintains a
strong pipeline of opportunities beyond the immediate mine plan and to position the Company to capture further upside
as approvals and development advance.
Figure 5 – BOGP 251km
2
tenement package showing soil anomalies beyond the main project area
- 11 -
REVIEW OF OPERATIONS
Project Development
FY25 was a transformative year for project development at the BOGP as the Company advanced beyond resource definition
into the planning and approvals stage. The Company cemented its inclusion in New Zealand’s Fast-track Approvals pathway
and prepared a comprehensive submission supported by baseline environmental and social studies spanning hydrology,
biodiversity, land use and community impacts, ensuring the application is underpinned by robust technical evidence.
Constructive engagement with landowners and local authorities remained central to the development strategy, with a
major land acquisition completed during the term and announced subsequent to the end of the period on 2 July 2025. The
purchase of Ardgour Station, which will host future infrastructure and mining activities, represents a further de-risking
milestone for the Project once completed.
Figure 6 – BOGP project layout showing infrastructure located in Shepherds Creek on Ardgour Station
The Company also strengthened its on-ground capability in New Zealand. Paul Miles was appointed General Manager of
Matakanui Gold Ltd, the Company’s New Zealand subsidiary and BOGP operator, to lead operational readiness and the
transition from development to production. In parallel, Cheryl Low joined as Environment Manager to oversee the current
consenting phase and advance environmental planning for development. These appointments bolster leadership depth
and support the Company’s execution and approvals workstreams.
Workforce planning continued to build momentum. The Project attracted strong employment interest in the region even
at this pre-construction stage, reflecting the quality of roles expected to be created at BOGP and the long-term nature of
the development. Complementing this, the Updated PFS highlighted the scale of expected benefits, including substantial
GDP contribution, sustained employment across direct and flow-on effects, and significant government revenue over the
Project life, underscoring BOGP’s broader regional significance.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 12 - REVIEW OF OPERATIONS
ESG
The Company remains committed to developing the BOGP in a manner that maximises environmental responsibility,
community benefit, and long-term sustainability. FY25 marked a major step forward on this front, with the completion of
the most comprehensive suite of environmental baseline studies ever undertaken in the Dunstan Mountains. These
studies, spanning hydrology, biodiversity, land use, cultural heritage, and socio-economic factors, provide a robust
scientific foundation for both the Fast-track Approvals submission and the Project’s ongoing design. Their scale and detail
represent a benchmark for mining project assessments in Central Otago, setting a high standard of transparency and rigour.
BOGP also has the advantage of being located in close proximity to New Zealand’s largest hydroelectric generation facility
at Clyde Dam. This unique positioning allows the Project to leverage access to renewable hydropower, significantly
reducing the carbon intensity of operations compared to global peers reliant on fossil fuel–based energy sources. The
ability to align gold production with clean energy infrastructure underscores the Company’s commitment to reducing its
environmental footprint while supporting New Zealand’s broader decarbonisation objectives.
In parallel, the Company has advanced social and community engagement throughout FY25. Extensive consultation with
the public, landowners, local councils, and other stakeholders has been undertaken in support of land access and road
closure requirements, ensuring public infrastructure needs are respected and accommodated. The Project has also
generated extraordinary workforce interest, with more than 1,000 applications already received for future roles,
highlighting the scale of anticipated social impact through high-quality job creation and long-term employment stability in
Central Otago.
Forward Works
In FY26, the Company will focus on completing the Fast-track permitting process for the BOGP, with the aim of securing all
necessary approvals in the first half of the 2026 calendar year. A Final Investment Decision (FID) is planned to coincide with
the granting of consents, positioning the Project to move seamlessly into execution. Early site works and procurement of
long-lead items have already commenced to ensure construction readiness. Financing discussions will continue through
the consenting process, targeting a debt package to complement existing cash reserves and equity funding, supporting
phased execution of the Project. In parallel, exploration and resource growth initiatives will remain a priority, targeting
extensions along key mineralised zones to further underpin the long-term mine plan and optimise development
optionality. Collectively, these activities advance Santana Minerals toward the transition from planning to construction
and, ultimately, operational production in mid-2027.
- 13 -
REVIEW OF OPERATIONS
Cambodia - Emerald Resources (ASX:EMR) earning up to 70% as sole contributor
Santana holds an interest in the Snuol Project in Cambodia through a joint venture with Emerald Resources NL. The project
is situated within the same regional gold corridor as Emerald’s Memot Gold Project, which has been advanced to Mineral
Resource stage and is being positioned as Emerald’s next development opportunity in Cambodia. While Snuol remains at
the exploration stage, its proximity to Memot makes it a viable source of potential mill feed once a Mineral Reserve is
defined.
During the year, a program of soil sampling was undertaken at Snuol to delineate prospective anomalies and refine targets
for follow-up work. In addition, preliminary mining and technical studies were advanced to ensure the tenement remains
in good standing under Cambodian mining regulations and to establish the groundwork for potential project development.
Santana will continue to work alongside Emerald Resources to assess exploration results and determine the most effective
pathway to unlock the strategic value of Snuol within the broader development framework emerging at Memot.
Cautionary Statement – Inferred Resources Included in Production Target
Of the Mineral Resources planned for extraction under the PFS production model approximately 93% is within the Indicated Resources category, with
the balance (7%) being classified within the Inferred Resources category. There is a low level of geological confidence associated with Inferred Mineral
Resources and there is no certainty that further exploration work will result in the determination of Indicated Mineral Resources or that the production
target itself will be realised.
Competent Persons Statement
The production target and the forecast financial information derived from the production target set out in this presentation were first contained in a
public announcement released to the ASX on 1 July 2025. The Company confirms that all material assumptions underpinning the production target and
the forecast financial information derived from it continue to apply and have not materially changed.
The information in this report that relates to Mineral Resources is based on information contained in the following public announcements:
• 4 March 2025 – ASX Announcement titled “RAS Mineral Resource Estimate Review”
• 15 November 2024– ASX Announcement titled “Bendigo-Ophir Pre-Feasibility Study”
• 28 September 2021 – ASX Announcement titled “Bendigo-Ophir Gold Resources Increased 155% to 643k Oz”
The information in this report that relates to Ore Reserves is based on information contained in the public announcement made to the ASX on 1 July
2025.
A copy of these announcements are available to view on the Santana Minerals Limited website www.santanaminerals.com or on the ASX platform
www.asx.com.au.
The reports were issued in accordance with the 2012 Edition of the JORC Australasian Code for Reporting of Exploration Results, Mineral Resources and
Ore Reserves. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original
market announcements referenced above and, in the case of the Mineral Resource estimates, that all material assumptions and technical parameters
underpinning the Mineral Resource estimates in the relevant announcements continue to apply and have not materially changed. The Company confirms
that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market
announcements.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 14 - MINING TENEMENT SCHEDULE
Mining Tenement Schedule at 26 September 2025
Bendigo-Ophir, New Zealand
Name Number Area Status Interest
Bendigo Ophir, New Zealand
Bendigo-Ophir
EP60311 252 km2 Granted 100%
Including Rise and Shine
MPA61326 32km2 Applied 100%
Ardgour
PP60882 40 km2 Granted 100%
Cambodia (Emerald Resources NL 70% as sole contributor)
Name/No. Nature Area Status Interest
Cambodian Projects
Snuol Exploration Licence 198.0 Km2 Granted 34%
#
# The consolidated entity’s subsidiary (Subsidiary) is party to an unincorporated joint venture agreement with Southern Gold
Limited (SGL) in respect of the Cambodian Exploration Licences, pursuant to which SGL has a 15% unincorporated joint venture
interest in the Cambodian Exploration Licences, which is free carried until completion of a feasibility study.
The consolidated entity’s subsidiary has also entered into a farm-out and incorporated joint venture agreement with Renaissance
Cambodia Pty Ltd (Renaissance) (Farm-Out Agreement), pursuant to which Renaissance will sole fund US$0.5 million of
exploration expenditure on the Cambodian Exploration Licences to earn a 30% shareholding in the Subsidiary. Renaissance can
elect to sole fund a further US$1.0 million of exploration expenditure on the Exploration Licences over the following two years, to
increase its shareholding in the Subsidiary to 60%. Upon Renaissance earning a 60% shareholding in the Subsidiary, the
consolidated entity may elect to either contribute to maintain its shareholding in the Subsidiary of 40% or not to contribute, in
which case Renaissance may earn a further 25% shareholding in the Subsidiary, by managing the Subsidiary and providing funding
to complete a definitive feasibility study, during which period the consolidated entity will be free carried.
Renaissance has met the expenditure requirements to earn a 60% interest in the Subsidiary. The consolidated entity has elected
not to contribute and is free carried to a definitive feasibility study.
- 15 -
CORPORATE GOVERNANCE STATEMENT
Corporate Governance Statement
This statement describes the corporate governance practices of the Company and any of its Subsidiaries (‘Consolidated
Entity’) as at the date of this report.
The board of directors is responsible for the overall corporate governance of the Consolidated Entity, and it recognises the
need for the highest standards of ethical behaviour and accountability. The Board is committed to administering its
corporate governance structures to promote integrity and responsible decision making.
The Consolidated Entity provides this statement disclosing the extent to which it has followed, as at the date of this report,
the recommendations set out in the ASX Corporate Governance Council’s Corporate Governance Principles and
Recommendations (‘Recommendations’). This statement also provides details on the extent to which those
Recommendations have not been followed and reasons for not following them.
The following discussion outlines the ASX Corporate Governance Council’s principles and associated recommendations
and the extent to which the Consolidated Entity complies with those recommendations.
Principle 1 - Lay solid foundations for management and oversight
Board and Management
The Board acts in the best interests of the Consolidated Entity as a whole and is accountable to shareholders for overall
direction, management and corporate governance.
The Board has adopted a Board Charter, complying with Recommendation 1.1 of the Corporate Governance Council, which
formalises its roles and responsibilities and defines the matters that are reserved for the Board and specific matters that
are delegated to management.
The Board is responsible for setting the strategic direction of the Consolidated Entity and, without intending to limit the
general role of the Board, for the management of the Consolidated Entity including:
• oversight of control and accountability systems;
• appointing and removing the Chief Executive Officer and Company Secretary;
• monitoring any Executive Officer’s performance and implementation of strategy;
• monitoring developed strategies for compliance with best practice corporate governance requirements;
• approving and monitoring developed strategies for major capital and operating expenditure (including
annual operating budgets), capital management, acquisitions and divestitures;
• monitoring developed strategies for compliance with all legal and regulatory obligations and ethical
standards and policies;
• reviewing any systems of risk management (which may be a series of systems established on a per-project
basis), internal compliance and control, and legal compliance to ensure appropriate compliance frameworks
and controls are in place;
• monitoring developed reporting strategies for reporting to the market, shareholders, employees and other
stakeholders.
The board has delegated responsibility for operation and administration of the Consolidated Entity to the executive
directors and executive management.
In accordance with Recommendation 1.2, the Board is responsible for
undertaking appropriate background checks before
appointing a person, or putting forward a candidate for election, as a Director. In addition, that all material information in
the Board’s possession, relevant to whether or not to elect or re-elect a Director, shall be provided to Shareholders.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 16 -
CORPORATE GOVERNANCE STATEMENT
Written agreements with each director setting out the terms of their appointment have been implemented in accordance
with Recommendation 1.3.
In accordance with Recommendation 1.4, the Board Charter provides that the Company Secretary is accountable directly
to the Board, through the chair, on all matters to do with the proper functioning of the Board.
Diversity
The Consolidated Entity fosters a governance culture that embraces diversity in the composition of its directors,
executives, and employees, together with the appropriate mix of skills, personal qualities, and expertise required for each
position. In line with Recommendation 1.5 of the Corporate Governance Council, the Board has adopted a formal Diversity
Policy however due to the size of the Consolidated Entity the policy does not include measurable objectives for achieving
gender diversity as per Recommendation 1.5 of the Corporate Governance Council.
Approximately 34% of the Consolidated Entity’s workforce are female, and 20% of the Board are female.
Performance Review and Evaluation
The Board Charter provides that the Board must review the Board Charter and perform an evaluation of its performance
at intervals considered appropriate by the Chairman. The Board conducted a review of its Board Charter during the
previous financial year and implemented an updated Board Charter effective 4 May 2024. A performance evaluation of
the Board was not undertaken during the current period.
The Board Charter also provides that the Board is responsible for monitoring any executive officer’s performance and has
in place procedures relevant to the size of the Consolidated Entity to assess the performance of the executive team.
Given the Consolidated Entity’s size and number of executive officers, the board has adopted an informal and continuous
performance evaluation process. Evaluation of performance as described has been conducted throughout the period.
The Consolidated Entity has followed Recommendation 1.6 and 1.7 through the above disclosures.
A copy of the Board Charter is available on the Company’s website, www.santanaminerals.com.
Principle 2 – Structure the Board to be effective and add value
The Board has been formed so that it has effective composition, size and commitment to adequately discharge its
responsibilities and duties given the Consolidated Entity’s current size, scale and nature of its activities.
Board nominations
Having regard to the size of the Board, the same efficiencies of a nomination committee would not be derived from a
formal committee structure. The responsibility for examination of the selection and appointment practices of the
Company to ensure that it has the appropriate balance of skills, knowledge, experience, independence and diversity rests
with the Board and a nomination committee has not been established in accordance with Recommendation 2.1.
The Board has not developed a formal program for inducting new directors or for professional development in accordance
with Recommendation 2.6 having regard to the size of the Board and executive team. The board will consider a formal
program for induction at the appropriate time.
Skills, knowledge and experience
The Board considers the mix of skills and the diversity of board members when assessing the composition of the Board.
Directors are appointed based on the specific corporate and governance skills and experience required by the
Consolidated Entity. The Board seeks to maintain a relevant blend of personal experience across commercial and technical
disciplines relevant to the business of the Consolidated Entity.
- 17 -
CORPORATE GOVERNANCE STATEMENT
The Board does not maintain a formal Board Matrix in accordance with Recommendation 2.2. However, the Board is
comprised of highly experienced senior business personnel from a variety of professional and enterprise backgrounds.
They each meet the fundamental requirements and, collectively, possess the skills, experience and diversity considered
necessary to appropriately govern the Consolidated Entity.
The skills of each individual director that comprise the Board have been outlined in the director’s report on page 24.
Assessment of independence
An independent director, in the view of the Consolidated Entity, is a non-executive director who:
• is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a
substantial shareholder of the Company;
• within the last three years has not been employed in an executive capacity by the Consolidated Entity, or
been a director after ceasing to hold any such employment;
• within the last three years has not been a principal of a material professional advisor or a material consultant
to the Consolidated Entity, or an employee materially associated with a service provider;
• is not a material supplier or customer of the Consolidated Entity, or an officer of or otherwise associated
directly or indirectly with a material supplier or customer;
• has no material contractual relationship with the Consolidated Entity other than as a director of the
Company;
• has not served on the Board for a period which could, or could reasonably be perceived to, materially
interfere with the director’s ability to act in the best interests of the Consolidated Entity; and
• is free from any interest and any business or other relationship which could, or could reasonably be perceived
to, materially interfere with the director’s ability to act in the best interests of the Consolidated Entity.
The composition of the Board is reviewed periodically with regards to the optimum number and skills of directors required
for the Board to properly perform its responsibilities and functions.
Independent directors
A majority of the directors are independent non-executive directors, consistent with Recommendation 2.4 of the ASX
Corporate Governance Principles and Recommendations, which provides that the majority of a listed entity’s Board should
be independent directors.
Directors are entitled to request and receive such additional information as they consider necessary to support informed
decision-making.
The board of directors has three non-executive directors, two of whom are considered independent. In accordance with
Recommendation 2.3 the names of the directors of the Company in office at the date of this report, specifying who are
independent together with their length of service and relevant personal particulars, are set out in the directors’ report
commencing on page 24 of this report.
Chairman and Chief Executive Officer
The Chairman is responsible for leadership of the Board and for the efficient organisation and conduct of the Board’s
functioning. The Chief Executive Officer is responsible and accountable to the Board for the Consolidated Entity’s
management.
The office of Chairman is held by Mr Peter Cook, who is considered independent in accordance with Recommendation 2.5
of the Corporate Governance Council.
In accordance with Recommendation 2.5 of the Corporate Governance Council the role of Chief Executive Officer and
Chairman are not exercised by the same person.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 18 -
CORPORATE GOVERNANCE STATEMENT
Professional advice and access to information
Directors have the authority to seek any information they require from the Consolidated Entity and any Director may, at
the Company’s cost, take such independent legal, financial or other advice as they and the Chairman consider necessary
or appropriate. Any Director seeking independent advice must first discuss the request with the Chairman who will
facilitate obtaining such advice agreed upon.
Term of appointment as a director
The Constitution of the Company provides that a director, other than the Managing Director, may not retain office for
more than three calendar years or beyond the third Annual General Meeting following his or her election, whichever is
longer, without submitting himself or herself for re-election. One third of the directors (excluding the Managing Director)
must retire each year and are eligible for re-election. The directors who retire by rotation at each Annual General Meeting
are those with the longest length of time in office since their appointment or last election.
Remuneration
The remuneration for individual directors is determined by the Board as a whole, with total compensation for all non-
executive directors not to exceed an aggregate per annum approved by Shareholders.
For further details on the amount of remuneration and any amount of equity based executive remuneration payment for
each director, refer to the Remuneration Report in the Directors’ Report.
Principle 3 – Instil a culture of acting lawfully, ethically and responsibly
Company Values
The Consolidated Entity is committed to conducting all of its business activities fairly, honestly with a high level of integrity,
and in compliance with all applicable laws, rules and regulations. The Board and management are dedicated to high ethical
standards and recognise and support the Company’s commitment to compliance with these standards.
A formal value statement has been established in accordance with Recommendation 3.1.
Code of conduct and ethical standards
The Consolidated Entity fostered a governance culture where all directors, managers and employees are expected to act
with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the
Consolidated Entity.
Every employee has direct access to a director or executive to whom they may refer any issues arising from their
employment. The Consolidated Entity does not contract with or otherwise engage any person or party where it considers
integrity may be compromised.
The Consolidated Entity has established a formal Code of Conduct in accordance with Recommendation 3.2.
The Consolidated Entity has also established a Whistleblower policy in accordance with Recommendation 3.3 and has also
established an anti-bribery and corruption policy in accordance with Recommendation 3.4.
The Company has made its Code of Conduct and Whistleblower Policy available on its website, www.santanaminerals.com.
- 19 -
CORPORATE GOVERNANCE STATEMENT
Principle 4 – Safeguard the integrity of corporate reports
Audit committee
Given the current membership of the Board and the size, organisational complexity and scope of operations, the same
efficiencies of an audit committee would not be derived from a formal committee structure. The Board has not established
an audit committee and therefore Recommendation 4.1 has not been followed.
Responsibility for establishing and maintaining a framework of internal control and setting appropriate standards for the
management of the Consolidated Entity rests with the Board in accordance with the Consolidated Entity’s Board Charter.
The Board is also responsible for the integrity of financial information in the financial statements; audit, accounting and
financial reporting obligations; safeguarding the independence of the external auditor; and financial risk management.
CEO and CFO Certification
In accordance with Recommendation 4.2, the Board received assurance from the Chief Executive Officer and the Chief
Financial Officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a
sound system of risk management and internal control and that the system is operating effectively in all material respects
in relation to financial reporting risks.
Integrity of periodic corporate reports
The Consolidated entity periodically prepares and releases to the market corporate reports other than audited or reviewed
financial statements to inform shareholders. Such reports regularly include quarterly activity reports, quarterly cash flow
reports and other market sensitive reports as they arise.
Where a corporate report of this type is not subject to audit or review by an external auditor, the Board will ensure that
the reports is materially accurate, balanced and provides investors with appropriate information to make an informed
decision. Further, the Board Charter provides that the Board is responsible for approving all material reporting and
external communications it releases to the market.
The Consolidated Entity has followed Recommendation 4.3 through the above disclosures.
Principle 5 – Make timely and balanced disclosure
Continuous disclosure with ASX Listing Rules
The Company is committed to promoting investor confidence and ensuring that shareholders and the market are provided
with timely and balanced disclosure of all material matters concerning the Consolidated Entity, as well as ensuring that all
shareholders have equal and timely access to externally available information issued by the Company, and takes its
continuous disclosure obligations seriously.
Primary responsibility rests with the Chief Executive Officer, while the Company Secretary is primarily responsible for
communications with the Exchange.
A formal continuous disclosure policy has been adopted and Recommendation 5.1 has been followed.
Given the current size of the Board and management, the Company aims to ensure that all market announcements are
received by the Board prior to release to the market, but if not they are promptly distributed at the time of market
announcement in accordance with Recommendation 5.2.
In accordance with Recommendation 5.3, the Consolidated Entity ensures that investor or analyst presentations are
released to the ASX Market Announcements Platform ahead of any presentation.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 20 -
CORPORATE GOVERNANCE STATEMENT
Principle 6 – Respect the rights of security holders
The Board supports practices that provide effective and clear communications with security holders and allow security
holder participation at general meetings.
The Company actively promotes communication with shareholders through a variety of measures, including the use of its
website as its primary communication tool for distribution of the annual report, half-yearly report, market announcements
and media disclosures. The Company aims to make this information available on the Company’s website on the day of
public release and is e-mailed to all shareholders who lodge their e-mail contact details with the Company.
In addition, the Consolidated Entity’s website also separately maintains a corporate governance section as per
Recommendation 6.1 where all relevant corporate governance information can be accessed.
A formal Shareholder Communications Policy has been adopted and therefore Recommendation 6.2 has been followed.
The Board encourages full participation of shareholders at General Meetings in accordance with Recommendation 6.3, to
ensure a high level of accountability and identification with the Company’s strategy and goals. Shareholders are requested
to vote on the appointment and aggregate remuneration of directors, the granting of incentives and shares to directors,
the remuneration report and other important considerations relevant to the Company at that time. Shareholders are also
encouraged to ask questions on each item of business put before security holders at the meetings.
In accordance with Recommendation 6.4, the Company will ensure that all substantive resolutions at shareholders
meetings are decided by poll rather than a show of hands.
The Company engages its share registry to manage the majority of communications with shareholders. In accordance with
Recommendation 6.5 Shareholders are encouraged to receive correspondence from the Company electronically, thereby
facilitating a more effective, efficient and environmentally friendly communication mechanism with shareholders.
Shareholders not already receiving information electronically can elect to do so through the share registry.
Principle 7 – Recognise and manage risk
The Board is responsible for the identification, monitoring and management of significant business risks and the
implementation of appropriate levels of internal control, recognising however, that no cost effective internal control
system will preclude all errors and irregularities. The Board regularly reviews and monitors areas of significant business
risk.
Due to the size of the Consolidated Entity, the number of officers and employees and the nature of the business, a formal
risk management committee has not been implemented as per Recommendation 7.1. The risk management functions and
oversight of material business risks are performed directly by the Chief Executive Officer. The Consolidated Entity has
adopted an internal control and risk management framework within which it operates.
The Chief Executive Officer takes primary responsibility for managing corporate risk and reviews systems of external and
internal controls and areas of significant operational, financial and property risk, and ensures arrangements are in place
to contain such risks to acceptable levels. The Chief Executive Officer reports regularly at Board meetings as to the
effectiveness of the Consolidated Entity’s management of its material business risks.
A review of the Company’s risk management framework has not been conducted within the current financial year as
provided by Recommendation 7.2.
- 21 -
CORPORATE GOVERNANCE STATEMENT
The Consolidated Entity did not have an internal audit function for the past year as provided by Recommendation 7.3. The
internal audit function is carried out by the board, which continually considers the entity’s risk management effectiveness
and associated internal control procedures. The Company does not have an internal audit department nor does it have an
internal auditor. The size of the Consolidated Entity does not warrant the need or the cost of appointing an internal
auditor.
In accordance with Recommendation 7.4, the Consolidated Entity does not have any material exposure to economic,
environmental and social sustainability risks other than as disclosed in accordance with its continuous disclosure
obligations in its Annual Report and ASX announcements.
The Consolidated Entity ensures that appropriate insurance policies are kept current to cover potential risks and maintains
Directors’ and Officers’ professional indemnity insurance.
Principle 8 – Remunerate fairly and responsibly
Remuneration committee
Given the current membership of the Board and the size, organisational complexity and scope of operations, the same
efficiencies of a remuneration committee would not be derived from a formal committee structure. The Board has not
established a remuneration committee and the responsibility for the Company’s remuneration policy rests with the Board.
Accordingly, Recommendations 8.1 has not been followed.
The Board is responsible for reviewing and recommending remuneration packages and policies applicable to non-
executive directors, executive directors and executive management of the Company. It is also responsible for reviewing
and recommending appropriate grant of any equity securities.
The remuneration objective is to adopt policies, processes and practices to:
• attract and retain appropriately qualified and experienced directors and executives who will add value;
and
• adopt reward programmes which are fair and responsible and in accordance with principles of good
corporate governance, which dictates a need to align director and executive entitlements with
shareholder objectives.
The Board conducts reviews based on individual performance, trends in comparative companies and the need for a
balance between fixed remuneration and non-cash incentive remuneration.
Remuneration packages for Chief Executive Officer and senior executives comprise fixed remuneration and may include
bonuses or equity based remuneration as per individual contractual agreements or at the discretion of the Board where
no contractual agreement exists.
Non-Executive director remuneration is a fixed annual amount of director fees, the total of which is within the aggregate
amount fixed by the Company’s Board prior to the first annual general meeting of shareholders. Any amendments to the
maximum sum must be approved by the Company’s shareholders at a general meeting.
The Company has entered into employment agreements with executives, on those terms noted in the Remuneration
Report. The Board ensures that remuneration is in line with general standards for publicly listed companies of the size
and type of the Consolidated Entity.
In distinguishing between the remuneration practices for its Non-Executive directors and the remuneration practices
applicable to executive staff, the Company complies with Recommendation 8.2.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 22 -
CORPORATE GOVERNANCE STATEMENT
Securities trading policy
The board has established a policy relating to the trading of the Company’s securities. The Board restricts directors,
executives and employees from acting on material information until it has been released to the market. Executives,
employees and directors are required to consult the Chairman; Executive Director; Chief Executive Officer or Company
Secretary prior to dealing in the Company’s securities.
Share trading is not permitted by directors, executives or employees at any time whilst in the possession of price sensitive
information not already available to the market. In addition, the Corporations Act prohibits the purchase or sale of
securities whilst a person is in possession of inside information.
Additional restrictions are placed on directors, executives and key management personnel (“restricted employees”). The
Company has adopted blackout periods for restricted employees, being the period from the end of the quarter up to the
day after the release date of the quarterly report. Additionally, all restricted employees must apply for written
acknowledgement to gain authority to trade in the Company’s securities.
In accordance with Recommendation 8.3 the Company has made its Securities Trading Policy available on its website,
www.santanaminerals.com.
- 23 -
DIRECTORS’ REPORT
Directors’ Report
The directors present their report together with the consolidated financial report of Santana Minerals Limited for the
financial year ended 30 June 2025 and the auditor’s report thereon.
Contents of Directors’ Report Page
1. CORPORATE DIRECTORY ......................................................................................................................................................................... - 24 -
2. DIRECTORS’ MEETINGS ............................................................................................................................................................................. - 25 -
3. REMUNERATION REPORT - AUDITED ................................................................................................................................................. - 26 -
4. PRINCIPAL ACTIVITIES ............................................................................................................................................................................. - 32 -
5. OPERATING AND FINANCIAL REVIEW ................................................................................................................................................. - 32 -
6. DIVIDENDS ..................................................................................................................................................................................................... - 33 -
7. EVENTS SUBSEQUENT TO REPORTING DATE ................................................................................................................................... - 34 -
8. LIKELY DEVELOPMENTS ........................................................................................................................................................................... - 34 -
9. ENVIRONMENTAL REGULATION AND PERFORMANCE ................................................................................................................. - 34 -
10. CHANGES IN STATE OF AFFAIRS ............................................................................................................................................................ - 35 -
11. DIRECTORS’ INTERESTS ............................................................................................................................................................................ - 35 -
12. SHARE OPTIONS ........................................................................................................................................................................................... - 36 -
13. OFFICERS’ INDEMNITIES AND INSURANCE ........................................................................................................................................ - 36 -
14. NON-AUDIT SERVICES ................................................................................................................................................................................ - 36 -
15. LEAD AUDITOR’S INDEPENDENCE DECLARATION .......................................................................................................................... - 37 -
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 24 -
DIRECTORS’ REPORT
1. Corporate Directory
Directors
The directors of Santana Minerals Limited (the Company) at any time during or since the end of the financial year are:
Mr Peter Cook, Independent Non-Executive Chairman
Appointed 23 October 2023
Mr Cook is a geologist BSc (Applied Geology) and a Mineral Economist (MSc (Min. Econ.)) having graduated from Western
Australian School of Mines. Mr Cook has over 40 years of experience in exploration, project development, operations, and
corporate management of mining companies. He was previously the Executive Chairman of Westgold Ltd and was joint
founder of Metals X Limited. He is a highly successful and accomplished resources executive with a long history in
management and governance roles.
Mr Cook is also currently the Non-Executive Chairman of ASX-listed companies Castile Resources, Titan Minerals and Nico
Resources. In the past three years, Mr Cook was a director of Breaker Resources.
Mr Frederick (Kim) Bunting, Non-Executive Director
Appointed 3 November 2020
Mr Bunting graduated with a Bachelor of Science from Auckland University NZ in 1971 and with a Master of Science from
Rhodes University South Africa in 1977. Mr Bunting is an experienced geologist with 48 years of exploration experience,
including initiating the Company’s Bendigo-Ophir project in New Zealand.
Mrs Emma Scotney, Independent Non-Executive Director
Appointed 3 February 2025
Mrs Scotney holds a Bachelor of Arts, Bachelor of Laws (Honours), Advanced Diploma in Management (Strategy and
Finance), and is a graduate of the Australian Institute of Company Directors.
Mrs Scotney has a background in corporate law and is an experienced non-executive director who has provided advice
across multiple industries on an extensive range of critical matters including commercial contracts, corporate governance,
private and public mergers & acquisitions, legal due diligence, international supply agreements, royalty agreements, capital
raisings, ASX listing rules and ASIC policy. In addition to her legal experience, Emma has strong commercial, business and
financial acumen with over 25 years of combined experience in the mining, agricultural and property industries.
Mrs Scotney is currently a Non-Executive Director of ASX-listed companies Minerals 260 Limited and Duratec Limited and
In the past three years, Mrs Scotney was a director of De Grey Mining Limited and Zenith Minerals Limited.
Mr Damian Spring, Chief Executive Officer and Executive Director
Appointed Chief Executive Officer effective 1 July 2023 and Executive Director effective 1 January 2024
Mr Spring holds a Bachelor of Engineering (Mining) from the University of Auckland and is a fellow of the Australasian
Institute of Mining and Metallurgy (AusIMM) as well as holding a First Class Mine Manager certificate in New Zealand and
Western Australia. He has vast experience in the precious metals sectors in New Zealand, Australia and Argentina, in
executive management roles as well as senior consulting roles. Damian’s more recent experience has involved integrating
mining operations with environmental, community and regulatory compliance in New Zealand.
- 25 -
DIRECTORS’ REPORT
Mr Sam Smith, Executive Director
Appointed Executive Director on 1 January 2024
Mr Smith is a mining engineer having graduated with a Diploma of Mining Engineering from the University of New South
Wales, and also holds a Bachelor of Communications and an MBA from Edith Cowan University. Mr Smith has broad
experience in open pit and underground mining disciplines.
He has worked extensively for contracting and mining companies at projects throughout Australia and overseas, and has
also held significant executive roles, including CEO of Breaker Resources Limited where he was an integral part of the
successful merger with Ramelius Resources Limited.
Mr Smith is currently only a Director of Santana Minerals Ltd. In the past three years, Mr Smith was a director of Breaker
Resources Ltd.
Company Secretary
Mr Craig McPherson
Corporate Secretary (since 15 January 2013)
Mr McPherson graduated with a Bachelor of Commerce degree from the University of Queensland and is a member of
Chartered Accountants Australia and New Zealand. He has in excess of twenty-five years of commercial and financial
management experience and has held various roles with ASX, TSX and NZX listed companies over the past eighteen years
in Australia and overseas.
2. Directors’ meetings
The number of directors’ meetings and number of meetings attended by each of the directors of the Company during the
financial year are:
Director
A B
Mr P Cook 20 20
Mr K Bunting 20 20
Mrs E Scotney 13 12
Mr D Spring 20 20
Mr S Smith 20 20
A - Number of meeting eligible to attend
B - Number of meetings attended
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 26 -
DIRECTORS’ REPORT
3. Remuneration Report - Audited
3.1. Principles of compensation – audited
Remuneration is also referred to as compensation throughout this report.
Key management personnel have authority and responsibility for planning, directing and controlling the activities
of the Company and the Consolidated Entity. Key management personnel comprise the directors of the Company
and executives for the Company and the Consolidated Entity.
Compensation levels for key management personnel are competitively set to attract and retain appropriately
qualified and experienced directors and executives.
The compensation 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
compensation structures take into account:
• The capability and experience of the key management personnel; and
• The key management personnel’s ability to control the relevant segment’s performance.
Compensation packages for executive key management personnel comprise fixed remuneration and may include
bonuses or equity based remuneration as per individual contractual agreements or at the discretion of the Board
where no contractual agreement exists.
Fixed compensation
Fixed compensation consists of base remuneration as well as employer contributions to superannuation funds.
Compensation levels are reviewed periodically by the Board through a process that considers individual and overall
performance of the Consolidated Entity. A senior executive’s compensation is also reviewed on promotion.
Performance linked compensation
Remuneration for certain individuals may be directly linked to the performance of, and outcomes achieved for, the
Consolidated Entity at the discretion of the Board. Participants have an opportunity to receive an annual cash bonus
calculated as a percentage of their total fixed remuneration at the discretion of the board based on company and
individual achievement.
The Board may utilise the Company’s Employee Incentive Securities Plan (the Plan) to grant options over shares
and performance rights in the Company at its discretion in addition to the fixed compensation to achieve objectives
of the Consolidated Entity. In determining the terms of options and performance rights to be issued the Board sets
appropriate terms to incentivise future performance that will drive growth in the Company’s share price. Further,
under the terms of the Plan, where the employment or office of the holder is terminated, any incentives which
have not reached their vesting date will lapse and any incentives which have vested may be exercised within a
prescribed period from the date of termination of employment, otherwise they will lapse.
The Consolidated Entity has a policy that prohibits those that are granted share based payments as part of their
remuneration from entering into other arrangements that limit their exposure to losses that would result from
share price decreases.
The Board considers that the most effective way to increase shareholder wealth is through the successful
exploration and development of the Consolidated Entity’s mineral exploration properties. The Board considers that
the Consolidated Entity’s remuneration policies incentivise key management personnel by providing rewards, over
the short and long terms that are directly correlated to delivering value to shareholders through share price
appreciation.
- 27 -
DIRECTORS’ REPORT
Consequences of performance on shareholders’ wealth
In considering the Consolidated Entity’s performance and benefits for shareholders’ wealth, the Board has regard
to the following indices in respect of the current financial year and previous financial years.
2021 2022 2023 2024 2025
Total exploration expenditure ($) 2,842,253 4,064,826 9,444,179 14,517,701 17,745,371
Net assets ($) 16,750,981 19,275,820 44,431,390 67,849,587 102,596,176
Share Price at Year-end ($) 0.082 0.675 0.520 1.025 0.520
Net loss for the year ($) 6,352,848 1,040,005 5,817,183 2,586,418 1,692,292
Dividends Paid ($) NIL NIL NIL NIL NIL
On 30 October 2024 the Company completed a 3:1 share split. The share price information for the 2021 to 2024
years is presented on a pre-share split basis.
The overall level of key management personnel’s compensation has been determined based on market conditions
and advancement of the Consolidated Entity’s projects.
Service contracts
The Consolidated Entity had the following service contracts with Key Management Personnel during the year:
Mr Damian Spring was appointed as Chief Executive Officer effective 1 July 2023 and became an Executive Director
on 1 January 2024. Details of Mr Spring’s contractual arrangements for the year ended 30 June 2025 follow.
• Remuneration: NZ$420,000 per annum (Gross Salary). In addition to the Gross Salary, the Company will
match any KiwiSaver contributions the executive makes, subject to the Company only being required to
make a maximum contribution equal to 3% of the Gross Salary plus pay a motor vehicle allowance of
NZ$26,640 per annum.
• Leave: Four (4) weeks’ annual leave and ten (10) days sick leave for each twelve (12) months of service.
• Termination: Either party may terminate at any time, for any reason, by giving three (3) months written
notice. Notwithstanding the above, if within six (6) months of a disposal event occurring, the executive
is made redundant, the executive shall be entitled to receive payment of an amount equal to six (6)
months written notice.
• STI and LTI: Mr Spring is entitled to participate in Short and Long Term Incentive Plan implemented by
the Company up to a maximum of 25% of Gross Salary in each of the STI and LTI.
Mr Sam Smith was appointed as Executive Director effective 1 January 2024. Details of Mr Smith’s contractual
arrangements for the year ended 30 June 2025 follow.
• Remuneration: A$330,000 per annum (Gross Salary) plus superannuation.
• Leave: twenty (20) days annual leave and ten (10) days sick leave per annum.
• Termination: Either party may terminate at any time, for any reason, by giving one (1) month written
notice.
• STI and LTI: Mr Smith is entitled to participate in a Short and Long Term Incentive Plan implemented by
the Company up to a maximum of 20% of Gross Salary in each of the STI and LTI.
For the year ended 30 June 2025, t he Company had a service arrangement with Archer Corporate Pty Ltd, an entity
associated with Mr McPherson, for the provision of accounting, secretarial and corporate services for remuneration
of $180,000 per annum. The arrangement provides for services to be provided as required and has no fixed term.
Either party may terminate the agreement at any time by the giving of 1 months’ notice.
Non-executive directors
Total compensation for all non-executive directors is not to exceed $600,000 per annum. Directors’ base fees for
the reporting period were $120,000 per annum for the Chairman and $90,000 per annum for non-executive
directors.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 28 -
DIRECTORS’ REPORT
3.2. Key management personnel remuneration - audited
Details of the nature and amount of each major element of remuneration of each director of the Company and
other key management personnel are:
Salaries
& Fees Bonus Other
Super-
annuation
Leave
Provisions
Share
Based
Payment
Total
Remunera
tion
Proportion of
Remuneration
Performance
Related
Year $ $ $ $ $
$
$ %
Non-executive directors
P Cook
(Chairman)
1
2025 104,933 - - 12,067 - 118,233 235,223 50.26
2024 63,698 - - 7,007 - 218,035 288,740 75.51
F Bunting
2025 82,500 - - - - 13,023 95,523 13.63
2024 45,000 - - - - - 45,000 -
E Scotney
2
2025 33,632 - - 3,868 - - 37,500 -
2024 - - - - - - - -
Executive Directors
D Spring
6
2025 377,136 59,282 24,301 13,822 12,277 225,160 711,978 31.62
2024 351,518 46,252 24,643 12,734 14,872 212,447 662,466 32.07
S Smith
7
2025 325,000 48,788 - 29,932 11,075 84,583 499,378 16.94
2024 119,615 - - 12,267 9,201 67,980 209,063 32.52
Executive
C McPherson 2025 180,000 24,525 - - - 24,802 229,327 10.82
2024 90,000 7,500 - - - 8,313 105,813 7.86
Total 2025 1,103,201 132,595 24,301 59,689 23,352 465,791 1,808,929 -
2024 669,831 53,752 24,643 32,008 24,073 506,775 1,311,082 -
1. Appointed as a director on 23 October 2023.
2. Appointed as a director on 3 February 2025.
3. Resigned as a director on 29 November 2023.
4. Resigned as a director on 1 January 2024.
5. Resigned as a director on 22 December 2023.
6. Appointed Chief Executive Officer effective 1 July 2023 and Executive Director effective 1 January 2024.
7. Appointed as Executive Director on 1 January 2024.
Cash bonuses paid during the year were discretionary having regard to individual performance and deliverables achieved
as determined by the Board.
- 29 -
DIRECTORS’ REPORT
3.3 Equity instruments - audited
All options refer to options over ordinary shares of the Company, Santana Minerals Limited.
Options issued by the Company are exercisable on a one-for-one basis under the Santana Minerals Limited
Employee Incentive Securities Plan, unless specifically noted.
Options and rights over equity instruments granted as compensation
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and
other key management personnel in the financial year are as follows:
Key Management
Personnel
Number of
options granted*
Grant date Vesting date^ Expiry date
Exercise
price*
Fair Value per
option at
grant date*
P Cook 4,500,000 23.10.2023 23.10.2024 23.10.2026 $0.2223 $0.0701
D Spring 169,905 12.12.2023 11.12.2024 11.12.2026 $0.3125 $0.1356
D Spring 169,902 12.12.2023 11.12.2025 11.12.2026 $0.3125 $0.1356
D Spring 1,200,000 12.12.2023 11.12.2024 23.01.2026 $0.3125 $0.1064
S Smith 1,200,000 12.12.2023 11.12.2024 23.01.2026 $0.3125 $0.1064
C McPherson 34,617 12.12.2023 11.12.2024 11.12.2026 $0.3125 $0.1356
C McPherson 34,614 12.12.2023 11.12.2024 11.12.2026 $0.3125 $0.1356
* Presented on a post 3:1 share split basis which occurred in October 2024
^ Options vest subject to continued service with the company
The fair value of options at grant date was determined using the Black-Scholes Option Pricing methodology.
The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of
directors and other key management personnel in this financial year are as follows:
Key Management
Personnel
Number
of rights
granted*
Criteria Grant date Expiry date Exercise price
Fair Value per
right at grant
date*
D Spring 141,360 Tranche 1 (23 offer) 12.12.2023 11.12.2025 Nil $0.290
D Spring 141,360 Tranche 2 (23 offer) 12.12.2023 11.12.2025 Nil $0.290
D Spring 141,360 Tranche 3 (23 offer) 12.12.2023 11.12.2025 Nil $0.290
D Spring 141,360 Tranche 4 (23 offer) 12.12.2023 11.12.2025 Nil $0.290
D Spring 141,360 Tranche 5 (23 offer) 12.12.2023 11.12.2025 Nil $0.251
C McPherson 18,000 Tranche 1 (23 offer) 12.12.2023 11.12.2025 Nil $0.290
C McPherson 18,000 Tranche 2 (23 offer) 12.12.2023 11.12.2025 Nil $0.290
C McPherson 18,000 Tranche 3 (23 offer) 12.12.2023 11.12.2025 Nil $0.290
C McPherson 18,000 Tranche 4 (23 offer) 12.12.2023 11.12.2025 Nil $0.290
C McPherson 18,000 Tranche 5 (23 offer) 12.12.2023 11.12.2025 Nil $0.251
P Cook 45,000 Tranche 1 (24 offer) 30.10.2024 31.12.2026 Nil $0.700
P Cook 45,000 Tranche 2 (24 offer) 30.10.2024 31.12.2026 Nil $0.700
P Cook 45,000 Tranche 3 (24 offer) 30.10.2024 31.12.2026 Nil $0.675
K Bunting 45,000 Tranche 1 (24 offer) 30.10.2024 31.12.2026 Nil $0.700
K Bunting 45,000 Tranche 2 (24 offer) 30.10.2024 31.12.2026 Nil $0.700
K Bunting 45,000 Tranche 3 (24 offer) 30.10.2024 31.12.2026 Nil $0.675
D Spring 120,000 Tranche 1 (24 offer) 30.10.2024 31.12.2026 Nil $0.700
D Spring 120,000 Tranche 2 (24 offer) 30.10.2024 31.12.2026 Nil $0.700
D Spring 120,000 Tranche 3 (24 offer) 30.10.2024 31.12.2026 Nil $0.675
S Smith 90,000 Tranche 1 (24 offer) 30.10.2024 31.12.2026 Nil $0.700
S Smith 90,000 Tranche 2 (24 offer) 30.10.2024 31.12.2026 Nil $0.700
S Smith 90,000 Tranche 3 (24 offer) 30.10.2024 31.12.2026 Nil $0.675
C McPherson 45,000 Tranche 1 (24 offer) 30.10.2024 31.12.2026 Nil $0.700
C McPherson 45,000 Tranche 2 (24 offer) 30.10.2024 31.12.2026 Nil $0.700
C McPherson 45,000 Tranche 3 (24 offer) 30.10.2024 31.12.2026 Nil $0.675
* Presented on a post 3:1 share split basis which occurred in October 2024
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 30 -
DIRECTORS’ REPORT
For the 23 offer, the fair value of Tranche 1,2, 3 and 4 performance rights at grant date was determined using the
Black-Scholes Option Pricing methodology.
The fair value of the Tranche 5 performance rights was determined
using the Monte Carlo Simulation methodology.
For the 24 offer, the fair value of Tranche 1 and 2 performance rights at grant date was determined using the
Black-Scholes Option Pricing methodology.
The fair value of the Tranche 3 performance rights was determined
using the Monte Carlo Simulation methodology.
The vesting criteria for the performance rights over ordinary shares is set out following:
Tranche 1 (23 offer)
Santana having published a JORC compliant Mineral Resource estimate of at least 3.5Moz
in respect of the Bendigo Ophir project before 5.00pm on 31 December 2025.
Tranche 2 (23 offer)
Santana having published a JORC compliant Ore Reserve estimate of at least 1 Moz in
respect of the Bendigo Ophir project before 5.00pm on 31 December 2025.
Tranche 3 (23 offer)
Matakanui Gold Limited having obtained all approvals required to commence mining and
production at the Bendigo Ophir project before 5.00pm on 31 December 2025.
Tranche 4 (23 offer)
Santana having published a PFS that supports a development decision before 5.00pm on 31
December 2025.
Tranche 5 (23 offer)
Santana’s Shares having traded above $1 (Presented on a pre 3:1 share split basis which
occurred in October 2024) for a period of no less than 10 consecutive days before 5.00pm
on 31 December 2025. Criteria for this Tranche was met during the current period.
Tranche 1 (24 offer)
Santana having obtained all necessary permits and approvals to commence mining
operations at the Bendigo Ophir Project on or before 5:00pm on 31 December 2025.
Tranche 2 (24 offer)
Santana having obtained project funding and having commenced development activities in
respect of Bendigo Ophir Project before 5:00pm on 31 December 2026.
Tranche 3 (24 offer)
Santana’s Shares having traded above $0.667 (on the basis the Split of Securities is
completed) on the ASX market for a period of at least ten (10) consecutive trading days.
All rights expire on the earlier of the expiry date or termination of the individual’s employment. In addition to a
continuing employment service condition, vesting is conditional on the consolidated entity achieving certain
performance criteria as identified in the above table with such rights vesting 12 months after the performance
criteria has been met provided that criteria is met before the expiry date.
Exercise of options and performance rights granted as compensation
During the reporting period, 159,360 shares were issued on the exercise of performance rights previously granted
as compensation. There were no shares issued on the exercise of options previously granted as compensation.
Movements in equity holdings and transactions
The movements during the reporting period in the number of ordinary shares in the Company held directly,
indirectly or beneficially, by each specified director or executive, including their personally related entities is as
follows:
Opening
1 July 2024
Paid up/
purchased
Sold/
transferred
Issued as
Remuneration
Impact of
3:1 Share
Split
Held at
30 June
2025
Non-executive Directors
P Cook
2,490,310 1,429,070 - - 4,980,620 8,900,000
F Bunting
13,440,373 8,064,225 (140,000) - 26,800,746 48,165,344
E Scotney
1
- 200,000 - - - 200,000
Executive Director
D Spring
52,500 25,500 - 141,360 105,000 324,360
S Smith
93,384 112,512 - - 186,768 392,664
Executives
C McPherson
156,891 94,137 - 18,000 313,782 582,810
1. Opening balance represents balance at date of appointment
- 31 -
DIRECTORS’ REPORT
Movements in option holdings and transactions
The movements during the reporting period in the number of options in the Company held directly, indirectly or
beneficially, by each specified director or executive, including their personally related entities is as follows:
Opening
1 July
2024
Granted as
Compensation
Exercised Impact of
3:1 Share
Split
Held at
30 June
2025
Vested
during the
year
Vested and
exercisable
at 30 June
2025
Non-executive Directors
P Cook 1,878,062 - (1,134,186) 3,756,124 4,500,000 4,500,000 4,500,000
F Bunting 2,688,075 - (8,064,225) 5,376,150 - - -
E Scotney
1
- - - - - - -
Executive Director
D Spring 1,021,769 - (25,500) 2,043,538 3,039,807 2,869,905 2,869,905
S Smith 400,874 - (2,622) 801,748 1,200,000 1,200,000 1,200,000
Executives
C McPherson 54,456 - (94,137) 108,912 69,231 34,617 34,617
1. Opening balance represents balance at date of appointment
Movements in performance right holdings and transactions
The movements during the reporting period in the number of performance rights in the Company held directly,
indirectly or beneficially, by each specified director or executive, including their personally related entities is as
follows:
Opening
1 July 2024
Granted as
Compensation
Exercised Impact of
3:1 Share
Split
Held at
30 June
2025
Vested
during the
year
Vested and
exercisable
at 30 June
2025
Non-executive Directors
P Cook
- 135,000 - - 135,000 - -
F Bunting
- 135,000 - - 135,000 - -
E Scotney
1
- - - - - - -
Executive Director
D Spring
235,600 360,000 (141,360) 471,200 925,440 141,360 -
S Smith
- 270,000 - - 270,000 - -
Executives
C McPherson
30,000 145,000 (18,000) 60,000 207,000 18,000 -
1. Opening balance represents balance at date of appointment
Loans to key management personnel and their related parties
The Consolidated Entity did not have any outstanding loans directly or indirectly with key management personnel
during the current financial year.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 32 -
DIRECTORS’ REPORT
Other key management personnel transactions
Key management personnel hold positions in other entities that result in them having control, joint control or
significant influence over the financial or operating policies of those entities.
Key management personnel are able to receive remuneration directly through these entities. All amounts
applicable to remuneration have been disclosed in section 3.2 of this Directors’ report.
During the year the Consolidated Entity paid Minex Resources Limited, an entity associated with Mr F Bunting,
$55,474 (2024: $140,967) for consulting fees and hire of equipment. At reporting date there was $nil (2024: $nil)
outstanding amount payable to Minex Resources Limited.
Apart from the details disclosed in this section, no director has entered into a material contract with the Company
or the Consolidated Entity and there were no material contracts involving directors’ interests existing at year-end.
4. Principal activities
The principal activity of the Consolidated Entity during the course of the financial year was the advancement of exploration
and project studies at the Bendigo Ophir Gold Project in New Zealand.
There was no significant change in the nature of the activities of the Consolidated Entity during the year.
5. Operating and financial review
Operating review
The review of operations of the Consolidated Entity during the year is detailed in the review of operations commencing
on page 4 of this annual report and forms part of the directors’ report.
Financial review
At the end of the financial year the Consolidated Entity had $50,453,888 (2024: $33,068,475) in cash and at call deposits.
Capitalised mineral exploration and evaluation expenditure carried forward was $54,420,890 (2024: $35,446,495).
The Consolidated Entity had net assets of $102,596,176 (2024: $67,849,587).
Business risks
The prospects of the Consolidated Entity in progressing their exploration projects may be affected by a number of
factors. These factors are similar to most exploration companies moving through exploration phase and attempting to
bring projects into development. Some of these factors include:
Exploration - the results of the exploration activities may be such that the estimated resources are insufficient to
justify the financial viability of the projects. The Consolidated Entity undertakes extensive exploration and
product quality testing prior to establishing JORC compliant resource estimates and to (ultimately) support
scoping and mining feasibility studies. The Consolidated Entity engages external experts to assist with the
evaluation of exploration results where required and utilises third party competent persons to prepare JORC
resource statements or suitably qualified senior management of the Consolidated Entity. Economic feasibility
modelling of projects will be conducted in conjunction with third party experts and the results of which will usually
be subject to independent third party peer review.
Land Access – the ability of the Consolidated Entity to secure and undertake exploration and development
activities within prospective areas is also reliant upon access arrangements with freehold landowners and lease
holders and government entities, which have a vested interest. To address this risk, the Consolidated Entity
develops strong, long term effective relationships with landholders, leaseholders and regulatory authorities with
- 33 -
DIRECTORS’ REPORT
a focus on developing mutually acceptable access arrangements. The Consolidated Entity takes appropriate legal
and technical advice to ensure it manages its compliance obligations appropriately.
Environmental - All phases of mining and exploration present environmental risks and hazards. The Consolidated
Entity ’s operations are subject to environmental regulations pursuant to a variety of laws and regulations.
Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or
emissions of various substances produced in association with mining operations. Compliance with such legislation
can require significant expenditures and a breach may result in the imposition of fines and penalties, some of
which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards
and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.
Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and
directors, officers and employees. The Consolidated Entity assesses each of its projects very carefully with respect
to potential environmental issues, in conjunction with specific environmental regulations applicable to each
project, prior to commencing field exploration. Periodic reviews are undertaken once field exploration
commences.
Safety - Safety is of critical importance in the planning, organisation and execution of the Consolidated Entity ’s
exploration and development activities. The Consolidated Entity is committed to providing and maintaining a
working environment in which its employees are not exposed to hazards that will jeopardise an employee’s
health, safety or the health and safety of others associated with our business. The Consolidated Entity recognises
that safety is both an individual and shared responsibility of all employees, contractors and other persons
involved with the operation of the organisation. The Consolidated Entity has a Safety and Health Management
system which is designed to minimise the risk of an uncontrolled safety and health event and to continuously
improve the safety culture within the organisation.
Climate - Climate change initiatives could have an impact on the Company’s operations in the future. The
Company is aware that it may need to adapt its future processes to meet future climate needs and will continue
to assess new information as it becomes available.
Funding - the Consolidated Entity will require additional funding to continue exploration and potentially move
from the exploration phase to the development phases of its projects. There is no certainty that the Consolidated
Entity will have access to available financial resources sufficient to fund its exploration, feasibility or development
costs at those times.
Market - there are numerous factors involved with exploration and early stage development of its projects,
including variance in commodity price and labour costs which can result in projects being uneconomical.
6. Dividends
No dividends have been paid, and the directors do not recommend the payment of a dividend for the year ended 30 June
2025.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 34 -
DIRECTORS’ REPORT
7. Events subsequent to reporting date
On 2 July 2025, the consolidated entity announced that it had entered into a binding agreement to acquire outright Ardgour
Station land (~2,880ha) which has competing land uses over part of the Bendigo-Ophir Gold Project in New Zealand. The
staged acquisition is for a total quantum of NZ$25 million (AUD$23.1 million equivalent at date of contract), with a non-
refundable deposit of NZ$2 million paid (AUD$1.85 million equivalent at date of contract) and with part consideration of
(NZ$5m/AUD$4.62 million equivalent at date of contract) to be settled in shares and the balance of NZ$18m (AUD$16.6
million equivalent at date of contract)paid as cash consideration. The transaction remains subject to various conditions
precedent.
On 11 August 2025, the consolidated entity announced a fully underwritten A$60m Placement and A$3m Share Purchase
Plan (SPP) to eligible shareholders. The Placement completed on 18 August 2025 through the issue of 103,448,276 new
fully paid ordinary shares at A$0.58 per share for proceeds of A$60m (before costs of the offer). On 8 September 2025,
the consolidated entity announced that it had completed the SPP through the issue of 5,172,510 new fully paid ordinary
shares at A$0.58 per share for proceeds of A$3m with an oversubscription of ~A$18m.
Other than as noted above, no other matter or circumstance has arisen since the end of the reporting period which has
significantly affected, or may significantly affect, the operations of the Consolidated Entity, the results of those operations
or the state of affairs of the Consolidated Entity in subsequent financial years.
8. Likely developments
The Consolidated Entity will continue to pursue its objective of advancing the Bendigo Ophir Gold Project in New Zealand
with the objective of eventually developing a commercially viable mining operation. These activities will be undertaken
within the constraints of its finances.
Further information about likely developments in the operations of the Consolidated Entity has not been included in this
report because disclosure of the information would be likely to result in unreasonable prejudice to the Consolidated Entity
and given the nature of exploration and evaluation it does not have sufficient certainty.
9. Environmental regulation and performance
The Consolidated Entity holds various exploration licences and resource consents that regulate its exploration activities in
New Zealand. These licences and consents include conditions and regulations with respect to the rehabilitation of areas
disturbed during the course of the Consolidated Entity’s exploration activities.
There have been no significant known breaches of the Consolidated Entity’s licence conditions and at the date of this
report, no agency has notified the Consolidated Entity of any environmental significant breaches during the financial year,
nor are the Directors aware of any environmental breaches.
- 35 -
DIRECTORS’ REPORT
10. Changes in state of affairs
In the opinion of the Directors, significant changes in the state of affairs of the Consolidated Entity that occurred during
the year ended 30 June 2025 were as follows:
• The Consolidated Entity issued the following fully paid ordinary shares upon the exercise of Options during the
reporting period:
Month of Issue Number of Shares Issue Issue Price ($) Total Consideration ($)
August 2024
1
995,983 1.08 1,075,661
September 2024
1
1,140,310 0.30 342,093
September 2024
1
1,596,457 1.08 1,724,174
October 2024
1
2,152,509 1.08 2,324,709
November 2024
2,859,342 0.36 1,029,363
December 2024
4,136,512 0.36 1,489,145
December 2024
90,072 0.3125 28,148
January 2025 9,776,064 0.36 3,519,383
February 2025 48,614,083 0.36 17,501,070
March 2025 1.200,000 0.3125 375,000
March 2025 18,820,660 0.36 6,775,438
1. Numbers are presented on a pre 3:1 share split basis which occurred in October 2024.
11. Directors’ interests
The relevant interest of each director in the shares or other securities issued by the Company and other related bodies
corporate, as noted by the directors to the Australian Securities Exchange in accordance with section 205G(1) of the
Corporations Act 2001, at the date of this report is as follows:
Director
Fully Paid Ordinary
Share*
Options Performance Rights
P Cook
8,908,706
4,500,000
135,000
F Bunting
48,174,050
Nil
135,000
E Scotney 208,706
Nil
Nil
D Spring
333,066
3,039,807
925,440
S Smith
394,095
1,200,000
270,000
* Includes shares and options held directly and/or indirectly
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 36 -
DIRECTORS’ REPORT
12. Share options
Unissued shares under options
At the date of this report unissued ordinary shares of the Company under option are:
Expiry Date Exercise Price Number of Shares*
23 January 2026 $0.295 1,500,000
23 October 2026 $0.2223 4,500,000
11 December 2026 $0.3125 409,038
23 January 2026 $0.3125 3,600,000
* Numbers are presented on a pre 3:1 share split basis which occurred in October 2024.
The names of persons who currently hold options are entered in the register of options kept by the Company pursuant to
the Corporations Act 2001. The persons entitled to exercise the options do not have, by virtue of the options, the right to
participate in a share issue of any other body corporate.
Unissued shares under performance rights
At the date of this report there were 1,672,440 unissued ordinary shares (post share-split) of the Company held by way
of performance rights.
Shares issued on exercise of options
During the reporting period, 90,151,610 shares were issued on the exercise of options previously granted. The number
exercised have not been adjusted for the 3:1 share split.
13. Officers’ indemnities and insurance
During or since the end of the financial year the Company paid an insurance premium to insure certain officers of the
Company and controlled entities. The officers covered by the insurance policy include the Directors and the Company
Secretary named in this report.
The Directors and Officers Liability insurance provides cover against all costs and expenses that may be incurred in
defending civil proceedings that fall within the scope of the indemnity and that may be brought against the officers in their
capacity as officers of the Company or a controlled entity. The insurance policy does not contain details of the premium
paid in respect of individual officers of the Company or controlled entity. Disclosure of the nature of the liability cover and
the amount of the premium is subject to a confidentiality clause under the insurance policy.
The Company has not entered into any agreement to indemnify any auditor of the Consolidated Entity.
14. Non-audit services
During the year KPMG, the Company’s auditor, did not perform any other services in addition to their statutory duties.
Details of the amounts paid to the auditor of the Company, KPMG, and its related practices for audit and non-audit
services provided during the year are set out below.
Consolidated
2025
$
2024
$
Audit Services
Audit and review of financial reports 100,500 102,113
100,500 102,113
- 37 -
DIRECTORS’ REPORT
15. Lead Auditor’s Independence Declaration
The lead auditor’s independence declaration is set out on page 38 and forms part of the directors’ report for the
financial year ended 30 June 2025.
This report is made with a resolution of the directors:
___________________________
Peter Cook
Chairman
Dated at Brisbane this 26 September 2025.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 38 -
LEAD AUDITOR’S INDEPENDENCE DECLARATION
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of Santana Minerals Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Santana Minerals
Limited for the year ended 30 June 2025 there have been:
i. no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
ii. no contraventions
of any applicable code of professional conduct in relation to the audit.
KPMG
Simon Crane
Partner
Brisbane
26 September 2025
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG
International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used
under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under
Professional Standards Legislation.
- 39 -
SANTANA MINERALS AND ITS CONTROLLED ENTITIES │ ABN 37 161 946 989
Consolidated Statement of Profit or Loss
for the Year Ended 30 June 2025
Note
30 June 2025 30 June 2024
$ $
General and administrative expenses
(4,090,129) (1,698,332)
Share based payments
(618,254) (667,333)
Exploration and evaluation expenses
- (512,056)
Profit on disposal of assets
188,619 -
Foreign currency differences transferred
from reserves on sale of controlled entity
1,202,728 -
Results from operating activities
(3,3717,036) (2,877,721)
Financing income 3
1,664,014 455,098
Financing expenses 3
(22,503) (127,381)
Net financing income
1,641,511 327,717
Share of loss of equity accounted investments,
net of tax
10
(16,767) (36,414)
Loss before income tax benefit
(1,692,292) (2,586,418)
Income tax benefit 6
- -
Loss from operations
(1,692,292) (2,586,418)
Loss for the year – attributable to
Shareholders of the Company
(1,692,292) (2,586,418)
Earnings per share
Basic loss per share 7 (0.25) cents (0.47) cents*
Diluted loss per share 7 (0.25) cents (0.47) cents*
* During the period the consolidated entity undertook a share consolidation of 1 share for every 40 shares. As a result,
both basic and diluted earnings per share (EPS) have been restated retrospectively for comparative periods. Refer to
Note 7.
The consolidated statement of profit or loss is to be read in conjunction with the notes to the financial statements.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 40 -
SANTANA MINERALS AND ITS CONTROLLED ENTITIES │ ABN 37 161 946 989
Consolidated Statement of Other Comprehensive Income
for the Year Ended 30 June 2025
30 June 2025
30 June 2024
$ $
Net loss for the year
(1,692,292) (2,586,418)
Other comprehensive income
Items that may subsequently be reclassified to profit or
loss:
Reclassification of foreign currency differences to profit or
loss on sale of controlled entity 1,202,728 -
Foreign exchange translation differences
(1,566,284) (428,764)
Other comprehensive income for the year, net of income
tax
(363,556) (428,764)
Total comprehensive income for the year – attributable to
Shareholders of the Company
(2,055,848) (3,015,182)
The consolidated statement of other comprehensive income is to be read in conjunction with the notes to the financial
statements.
- 41 -
SANTANA MINERALS AND ITS CONTROLLED ENTITIES │ ABN 37 161 946 989
Consolidated Statement of Financial Position
as at 30 June 2025
Consolidated
Note
2025 2024
$ $
Current assets
Cash and cash equivalents 8
50,453,388 33,068,475
Trade and other receivables 9
557,639 754,335
Prepayments
201,577 75,650
Total current assets
51,212,604 33,898,460
Non-current assets
Equity accounted investees 10
64,265 81,032
Property, plant and equipment 11
431,229 257,397
Right of use asset 12
266,886 52,594
Exploration and evaluation expenditure 13
54,420,890 35,446,495
Total non-curent assets
55,183,270 35,837,518
Total assets
106,395,874 69,735,978
Current liabilities
Trade and other payables
3,360,723 1,690,227
Employee benefits payable
239,789 143,311
Lease Liability 14
158,392 32,224
Total current liabilities
3,758,904 1,865,762
Non-current liabilities
Lease Liability 14
40,794 20,629
Total non-current liabilities 40,794 20,629
Total liabilities
3,799,698 1,886,391
Net assets
102,596,176 67,849,587
Equity
Share capital 15
145,377,294 109,193,111
Reserves
(104,648) 258,908
Accumulated losses
(42,676,470) (41,602,432)
Total equity
102,596,176 67,849,587
The consolidated statement of financial position is to be read in conjunction with the notes to the financial statements.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 42 -
SANTANA MINERALS AND ITS CONTROLLED ENTITIES │ ABN 37 161 946 989
Consolidated Statement of Changes in Equity
for the Year Ended 30 June 2025
Issued
capital
Foreign
currency
translation
reserve
Accumulated
losses Total equity
Opening balance at 1 July 2024
109,193,111 258,908 (41,602,432) 67,849,587
Loss for the year - - (1,692,292) (1,692,292)
Foreign currency translation differences - (363,556) - (363,556)
Total comprehensive income for the year
- (363,556)
(1,692,292)
(2,055,848)
Transactions with owners recorded
directly in equity
Share-based payments (net of tax)
- - 618,254 618,254
Shares issued
36,184,183 - - 36,184,183
Share issue costs
- - - -
Total transactions with owners
36,184,183 - 618,254 36,802,437
Balance at 30 June 2025
145,377,294 (104,648) (42,676,470) 102,596,176
Issued
capital
Foreign
currency
translation
reserve
Accumulated
losses Total equity
Opening balance at 1 July 2023
77,995,032 687,672 (39,683,347) 38,999,357
Loss for the year - - (2,586,418) (2,586,418)
Other comprehensive income - - - -
Foreign currency translation differences - (428,764) - (428,764)
Total comprehensive income for the year
- (428,764)
(2,586,418)
(3,015,182)
Transactions with owners recorded
directly in equity
Share-based payments (net of tax)
- - 667,333 667,333
Shares issued
33,147,652 - - 33,147,652
Share issue costs
(1,949,573) - - (1,949,573)
Total transactions with owners
31,198,079 - 667,333 31,865,412
Balance at 30 June 2024
109,193,111 258,908 (41,602,432) 67,849,587
The consolidated statement of changes in equity is to be read in conjunction with the notes to the financial statements.
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SANTANA MINERALS AND ITS CONTROLLED ENTITIES │ ABN 37 161 946 989
Consolidated Statement of Cash flows
for the Year Ended 30 June 2025
Note
30 June 2025 30 June 2024
$ $
Cash flows from operating activities
Cash paid to suppliers and employees
(4,123,494) (1,477,565)
Cash paid for exploration and evaluation expenditure
expensed
- (512,056)
Interest received
1,397,947 455,098
Net cash used in operating activities 21 (2,725,547) (1,534,523)
Cash flows from investing activities
Payments for exploration and evaluation expenditure
capitalised (15,980,723) (13,645,475)
Acquisition of property, plant and equipment (284,681) (34,177)
Proceeds from sale of property, plant and equipment 188,619 -
Net cash used in investing activities
(16,076,785) (13,679,652)
Cash flows from financing activities
Proceeds from issue of shares
36,184,183 31,268,526
Share issue costs - (198,571)
Net cash provided by financing activities
36,184,183 31,069,955
Net (decrease)/increase in cash and cash equivalents
held
17,381,851 15,855,780
Effects of exchange rate fluctuations on cash held 3,062 (1,874)
Cash and cash equivalents at 1 July 33,068,475 17,214,569
Cash and cash equivalents at 30 June
50,453,388 33,068,475
The consolidated statement of cash flows is to be read in conjunction with the notes to the financial statements.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
Notes to the Consolidated Financial Statements
for the Year Ended 30 June 2025
1. MATERIAL ACCOUNTING POLICIES
(a) Reporting entity
Santana Minerals Limited (the “Company”) is a Company domiciled in Australia. The address of the Company’s
registered office is Level 1, 371 Queen Street, Brisbane QLD 4000. The consolidated financial report of the
Company as at and for the financial year ended 30 June 2025 comprises the Company and its subsidiaries
(together referred to as the “Consolidated Entity”). The Consolidated Entity is a for-profit entity and is primarily
involved in exploration activities.
The consolidated financial report was authorised for issue by the directors on 26 September 2025.
(b) Basis of accounting
The consolidated financial report is a general purpose financial report which has been prepared in accordance
with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and
the Corporations Act 2001. The consolidated financial report complies with International Financial Reporting
Standards (IFRSs) adopted by the International Accounting Standards Board (IASB).
Accounting policies have been applied consistently to all periods presented in the consolidated financial report.
The accounting policies have been applied consistently by all entities in the Consolidated Entity.
(c) Basis of measurement
The financial report is presented in Australian dollars, which is the Company’s functional currency. The financial
report is prepared on the historical cost basis.
The preparation of financial statements requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods affected.
In particular, information about assumptions and estimation uncertainties that have a significant risk of resulting
in a material adjustment within the next financial year are described in the following notes:
• carrying value of exploration and evaluation expenditure (Note 13); and
• going concern (Note 1(t)).
Information about critical judgements in applying accounting policies that have the most significant effect on the
amounts recognised in the financial statements is included in the following note:
• capitalisation of exploration and evaluation expenditure (Note 13).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
(d) Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Consolidated Entity. Control exists when the Consolidated Entity is
exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power over the entity. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control commences until the date that control ceases.
Transactions eliminated on consolidation
Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup
transactions, are eliminated in preparing the consolidated financial statements.
(e) Finance income and expense
Finance income comprises interest receivable on funds invested, profits on sale of financial assets and foreign
exchange gains. Finance expense comprises foreign exchange losses and impairment losses on financial assets.
Interest income is recognised in profit or loss as it accrues, using the effective interest method. Dividend income
is recognised in the profit or loss on the date the entity’s right to receive payments is established.
Foreign exchange gains and losses are reported on a net basis.
(f) Goods and services tax and other value added taxes
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST) or value added
tax (VAT), except where the amount of GST/VAT incurred is not recoverable from the taxation authority. In these
circumstances, the GST/VAT is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST/VAT included. The net amount of GST/VAT recoverable
from, or payable to, the taxation authority is included as an asset or liability in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis. The GST/VAT components of cash flows
arising from investing and financing activities which are recoverable from, or payable to, tax authorities are
classified as operating cash flows.
(g) Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the
respective functional currencies at the foreign exchange rate ruling at that date. Foreign exchange differences
arising on translation are recognised in profit or loss. Non-monetary assets and liabilities that are measured in
terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
Financial statements of foreign operations
The assets and liabilities of foreign operations generally are translated to Australian dollars at foreign exchange rates
ruling at the reporting date. The revenues and expenses of foreign operations are translated to Australian dollars at
rates approximating the foreign exchange rates ruling at the dates of the transactions.
Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation,
the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a
net investment in a foreign operation and are recognised directly in equity in the foreign currency translation
reserve. They are transferred to profit or loss upon disposal of the foreign operation.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
(h) Equity-accounted investees
The Consolidated Entity’s interests in equity-accounted investees comprise interest in associates.
Associates are those entities in which the Consolidated Entity has significant influence, but not control or joint
control, over the financial and operating policies.
Interests in associates are accounted for using the equity method. They are initially recognised at cost, which
includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the
Consolidated Entity’s share of the profit or loss and OCI of equity-accounted investees, until the date on which
significant influence ceases.
(i) Income tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the profit or loss
except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income 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.
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 tax purposes. Deferred tax is not recognised
for temporary differences arising on the initial recognition of assets or liabilities that affect neither accounting nor
taxable profit and differences relating to investments in subsidiaries to the extent that they will probably not
reverse in the foreseeable future.
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 to the extent that it is probable that future taxable profits will be available
against which the temporary difference 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.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the
liability to pay the related dividend.
(j) Loss per share
Basic loss per share (LPS) is calculated by dividing the net loss attributable to ordinary shareholders of the
Company by the weighted average number of ordinary shares outstanding during the year.
Diluted LPS is calculated by adjusting the net loss attributable to ordinary shareholders and the weighted average
number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
- 47 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
(k) Financial instruments
Non-derivative financial instruments
Recognition and measurement
Trade receivables and debt securities are initially recognised when they are originated. All other financial assets
and financial liabilities are initially recognised when the Consolidated Entity becomes a party to the contractual
provisions of the instrument.
Financial assets (unless it is a trade receivable without a significant financing component) or financial liabilities
are initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable
to its acquisition or issue. A trade receivable without a significant financing component is initially measured at
the transaction price.
Classification and subsequent measurement
On initial recognition, a financial asset is classified and measured at: amortised cost; FVOCI – debt instrument;
FVOCI – equity instrument; or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition unless the Consolidated Entity changes
its business model for managing financial assets, in which case all affected financial assets are reclassified on the
first day of the first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated
as at FVTPL:
– it is held within a business model whose objective is to hold asset to collect contractual cash flows; and
– its contractual terms give rise on specified dates to cash flows that are solely payment of principal and
interest on the principal amount outstanding.
A debt instrument is measured at FVOCI if it meets both the following conditions:
– it is held within a business model whose objective is achieved by collecting contractual cash flows and
selling the financial assets; and
– its contractual terms give rise on specified dates to cash flows that solely principal and interest on the
principal amount outstanding.
On initial recognition of an equity instrument that is not held for trading, the Consolidated Entity may irrevocably
elect to present subsequent change in the investments fair value in OCI. This election is made on an investment-
by-investment basis.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at
FVTPL. This includes all derivative financial assets. On initial recognition the Consolidated Entity may irrevocably
designate a financial asset that otherwise meets the requirement to be measured at amortised cost or at FVOCI
as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 48 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
Financial assets at
FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including
in any interest or dividend income, are recognised in profit or loss.
Financial assets at
amortised cost
These assets are subsequently measured at amortised cost using the effective interest
method. The amortised cost is reduced by impairment losses. Interest income, foreign
exchange gains and losses and impairment are recognised in profit or loss. Any gain or
loss on derecognition is recognised in profit or loss.
Debt investments at
FVOCI
These assets are subsequently measured at fair value. Interest income calculated using
the effective interest method, foreign exchange gains and losses and impairment are
recognised in profit or loss. Other net gains and losses are recognised in OCI. On
derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments
at FVOCI
These assets are subsequently measured at fair value. Dividends are recognised as
income in profit or loss unless the dividend clearly represents a recovery of part of the
cost of investment. Other net gains or losses are recognised in OCI and are never
reclassified to profit or loss.
Financial liabilities – classification subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as FVTPL
if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial
liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are
recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the
effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss.
Any gain or loss on derecognition is also recognised in profit or loss.
Derecognition
Financial assets
The Consolidated Entity derecognises a financial asset when the contractual rights to the cash flows from the
financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which
substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the
Consolidated Entity neither transfers nor retains substantially all of the risks and rewards of ownership and it does
not retain control of the financial asset.
Financial liabilities
The Consolidated Entity derecognises a financial liability when its contractual obligations are discharged,
cancelled, or expired. The Consolidated Entity also derecognises a financial liability when its terms are modified
and the cash flows of the modified liability are substantially different, in which case a new financial liability based
on the modified terms is recognised at fair value On derecognition of a financial liability, the difference between
the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or
liabilities assumed) is recognised in profit or loss.
Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial
position when, and only when, the Consolidated Entity currently has a legally enforceable right to set off the
amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability
simultaneously.
Share capital
Incremental costs directly attributable to issue of ordinary shares and share options, other than options issued as
part of an employee share based payment arrangement, are recognised as a deduction from equity, net of any
related income tax benefit. Dividends are recognised as a liability in the year in which they are declared.
- 49 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
(l) Property, plant and equipment
Owned assets
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
The cost of acquired assets includes (i) the initial estimate at the time of installation and during the period of use,
when relevant, of the costs of dismantling and removing the items and restoring the site on which they are
located, and (ii) changes in the measurement of existing liabilities recognised for these costs resulting from
changes in the timing or outflow of resources required to settle the obligation or from changes in the discount
rate. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that
equipment.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the
proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within
“other income” in profit or loss.
Subsequent costs
The Consolidated Entity recognises in the carrying amount of an item of property, plant and equipment the cost
of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits
embodied within the item will flow to the Consolidated Entity and the cost of the item can be measured reliably.
All other costs are recognised in the profit or loss as an expense as incurred.
Depreciation
Depreciation is charged to the profit or loss on a straight-line or reducing balance basis over the estimated useful
lives of each part of an item of property, plant and equipment. The depreciation rates used for each class of asset
in the current and comparative periods are as follows:
Motor vehicles 20 – 22.5 %
Plant and equipment 20 %
Furniture and fittings 10 - 40 %
Depreciation methods, useful lives and residual values are reassessed at the reporting date.
(m) Segment reporting
An operating segment is a component of the Consolidated Entity:
•
that engages in business activities from which it may earn revenues and incur expenses, including revenues
and expenses that relate to transactions with any of the Consolidated Entity’s other components;
• whose operating results are regularly reviewed by the directors to make decisions about resources to be
allocated to the segment and assess its performance; and
• for which discrete financial information is available.
Segment results that are reported to the directors include items directly attributable to a segment as well as those
that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily cash
and listed securities), head office expenses, and income tax assets and liabilities.
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment.
It also includes costs incurred on exploration and evaluation of the Consolidated Entity’s exploration projects.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 50 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
(n) Provisions
A provision is recognised when the Consolidated Entity has a present legal or constructive obligation as a result
of a past event that can be estimated reliably, and it is probable that an outflow of economic benefits will be
required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the
liability.
(o) Employee benefits
Wages, salaries, and annual leave
Liabilities for employee benefits for wages, salaries and annual leave represent present obligations resulting from
employees’ services provided to reporting date, calculated at undiscounted amounts based on remuneration
wage and salary rates that the Consolidated Entity expects to pay as at reporting date including related on-costs,
such as workers compensation insurance and payroll tax.
Termination benefits
Termination benefits are recognised as an expense when the Consolidated Entity is demonstrably committed,
without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the
normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary
redundancy. Termination benefits for voluntary redundancies are recognised as an expense if the Consolidated
Entity has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the
number of acceptances can be estimated reliably.
Long-term service benefits
The Consolidated Entity’s obligations in respect of long-term service benefits, other than pension plans, is the
amount of future benefit that employees have earned in return for their service in the current and prior periods.
The obligation is calculated using expected future increases in wage and salary rates including related on-costs
and expected settlement dates, and is discounted to determine its present value. Remeasurements are
recognised in profit or loss in the period in which they arise.
Defined contribution superannuation funds
Obligations for contributions to defined contribution superannuation funds are recognised as an expense in profit
or loss as incurred.
Share-based payment transactions
The grant date fair value of equity settled share-based transactions is recognised as an employee benefits
expense, with a corresponding increase in equity, over the period that the employees become unconditionally
entitled to the options. The amount recognised as an expense is adjusted to reflect the actual number of share
options that vest, except for those that fail to vest due to market conditions not being met.
(p) Impairment – non-financial assets
The carrying amounts of the Consolidated Entity’s non-financial assets, other than deferred tax assets, are
reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication
exists then the asset’s recoverable amount is estimated.
For exploration and evaluation expenditure assets indicators of impairment may include:
• The period for which the Consolidated Entity has the right to explore in the specific area has expired
during the period or will expire in the near future, and is not expected to be renewed;
• Substantive expenditure on further exploration for and evaluation of mineral resources in the specific
area is neither budgeted nor planned;
- 51 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
• Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of
commercially viable quantities of mineral resources and the entity has decided to discontinue such
activities in the specific area; or
• Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the
carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful
development or by sale.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets that
generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or
groups of assets (the “cash-generating unit”).
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its
recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect
of cash-generating units are allocated to reduce the carrying amount of the assets in the unit (group of units) on
a pro rata basis.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less
costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset.
(q) Exploration and evaluation expenditure
Exploration and evaluation costs, including the costs of acquiring licences, are capitalised as exploration and
evaluation assets on an area of interest basis. Costs incurred before the Consolidated Entity has obtained the legal
rights to explore an area are recognised in the profit or loss.
Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either:
• the expenditures are expected to be recouped through successful development and exploitation of the
area of interest or alternatively 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.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the
carrying amount exceeds the recoverable amount. For the purposes of impairment testing, exploration and
evaluation assets are allocated to cash-generating units to which the exploration activity related. The cash
generating unit shall not be larger than the area of interest.
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest
are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for
impairment and then reclassified from intangible assets to mining property and development assets within
property, plant and equipment.
(r) Right of use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at
cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments
made at or before the commencement date net of any lease incentives received, any initial direct costs incurred,
and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling
and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated
useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of
the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets
are subject to impairment or adjusted for any remeasurement of lease liabilities.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 52 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
The Consolidated Entity has elected not to recognise a right-of-use asset and corresponding lease liability for
short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets
are expensed to profit or loss as incurred.
(s) Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the
present value of the lease payments to be made over the term of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing
rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments
that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price
of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated
termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the
period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate
used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease
liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the
carrying amount of the right-of-use asset is fully written down.
(t) Going concern
The consolidated financial statements have been prepared on the basis of accounting principles applicable to a
“going concern” which assumes the Consolidated Entity will continue in operation for the foreseeable future and
will be able to realise its assets and discharge its liabilities in the normal course of operations.
The Consolidated Entity currently has no source of operating cash inflows, other than interest income, and has
incurred net cash outflows from operating and investing activities for the year ended 30 June 2025 of $18,802,332
(2024: $15,214,174).
At 30 June 2025, the Consolidated Entity had cash balances of $50,453,388 (2024: $33,068,475) and net working
capital (current assets less current liabilities) of $47,453,700 (2024: $31,988,824).
The Consolidated Entity has the ability to seek to raise funds from shareholders or other investors and intends to
raise such funds as and when required to complete its projects. The Consolidated Entity has raised further funds
subsequent to the end of the year, by way of a fully underwritten A$60m Placement and A$3m Share Purchase
Plan (SPP) to eligible shareholders which was announced on 11 August 2025.
The directors have prepared cash flow projections that support the ability of the Consolidated Entity to continue
as a going concern. These cash flow projections indicate the Consolidated Entity has sufficient cash resources to
meet its objectives. In the longer term, the development of economically recoverable mineral deposits found on
the Consolidated Entity’s existing or future exploration properties depends on the ability of the Consolidated
Entity to obtain financing through equity financing, debt financing or other means. If the Consolidated Entity’s
exploration programs are ultimately successful, additional funds will be required to develop the Consolidated
Entity’s properties and to place them into commercial production. The ability of the Consolidated Entity to arrange
such funding in the future will depend in part upon the prevailing capital market conditions as well as the business
performance of the Consolidated Entity. There can be no assurance that the Consolidated Entity will be successful
in its efforts to arrange additional financing, if needed, on terms satisfactory to the Consolidated Entity. If
adequate financing is not available, the Consolidated Entity may be required to delay, reduce the scope of, or
eliminate its current or future exploration activities or relinquish rights to certain of its interests. Failure to obtain
additional financing on a timely basis could cause the Consolidated Entity to forfeit its interests in some or all of
its properties and reduce or terminate its operations.
- 53 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
2. FINANCIAL RISK MANAGEMENT
(a) Overview
The Consolidated Entity has exposure to the following risks from its use of financial instruments: Credit Risk;
Liquidity Risk and market Risk.
This note presents information about the Consolidated Entity’s exposure to each of the above risks, its objectives,
policies and processes for measuring and managing risk, and the management of capital. Further quantitative
disclosures are included throughout this financial report.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management
framework and policies. The board oversees the establishment, implementation and regular review of the
Consolidated Entity’s risk management system and to this end has adopted risk management policies to protect
the assets and undertakings of the Consolidated Entity.
Risk management policies are established to identify and analyse the risks faced by the Consolidated Entity, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and the Consolidated Entity’s activities.
The Board oversees how management monitors compliance with the Consolidated Entity’s risk management
policies and procedures and reviews the adequacy of the risk management framework in relation to the risks
faced by the Consolidated Entity.
Financial risk is managed by Chief Executive Officer and overviewed by the Board.
(b) Credit risk
Credit risk is the risk of financial loss to the Consolidated Entity if a customer or counterparty to a financial
instrument fails to meet its contractual obligations. The Consolidated Entity’s exposure to credit risk is minimal
other than those exposures with respect to credit risk set out in Note 20.
(c) Liquidity risk
Liquidity risk is the risk that the Consolidated Entity will not be able to meet its financial obligations as they fall
due. The Consolidated Entity’s approach to managing liquidity is to ensure, as far as possible, that it will always
have sufficient cash to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Consolidated Entity’s reputation. The Consolidated Entity monitors
its cash holdings on a regular basis in relation to actual cash flows, financial obligations and planned activities in
order to manage liquidity risk.
(d) Market risk
Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity
prices, will affect the Consolidated Entity’s income or the value of its holdings of financial instruments. The
objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimising the return.
The Consolidated Entity is exposed to currency risk on purchases that are denominated in a currency other than
the respective functional currencies of its subsidiaries, which are the Australian dollar (AUD) and the New Zealand
Dollar (NZD). The currencies in which these transactions primarily are denominated are AUD and NZD, while a
small amount of transactions are also denominated in the United States dollar (USD). The Consolidated Entity
seeks to minimise its exposure to currency risk by monitoring exchange rates and entering into foreign currency
transactions that maximise the Consolidated Entity’s position. The Consolidated Entity does not presently enter
into hedging arrangements to hedge its currency risk. All foreign currency transactions are entered into at spot
rates. The Board considers this policy appropriate, taking into account the Consolidated Entity’s size, current stage
of operations, financial position and the Board’s approach to risk management.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 54 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
(e) Capital management
The Board’s policy is to maintain a sufficient capital base so as to maintain investor, creditor and market
confidence and to sustain future development of the business. The Board considers current cash reserves, aged
payables and other current liabilities and short term receivables in its assessment of capital for the Consolidated
Entity’s operations. Given the Consolidated Entity’s current stage of operations and financial position the Board
is focused on investment of available capital in the Consolidated Entity’s operations.
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.
3. NET FINANCING INCOME/ (EXPENSE)
Consolidated
2025 2024
$ $
Interest income 1,664,014 455,098
Financing income 1,664,014 455,098
Foreign exchange loss (19,412) (125,370)
Interest expense - leases (3,091) (2,011)
(22,503) (127,381)
Net financing income/(expense) 1,641,511 327,717
4. PERSONNEL EXPENSES
Consolidated
2025 2024
$ $
Non-executive Directors' Fees 221,065 185,499
Salaries and wages 1,569,156 676,233
Superannuation contributions 49,431 29,067
Annual leave 34,793 24,073
Share based payments 618,254 667,333
Total personnel expenses 2,492,699 1,582,205
5. AUDITOR’S REMUNERATION
Consolidated
2025 2024
$ $
Audit services
Audit and review of financial reports - KPMG 100,500 102,113
100,500 102,113
- 55 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
6. TAXATION
Numerical reconciliation of income tax benefit
(a) Income tax benefit recognised in the income statement
Consolidated
2025 2024
$ $
Loss before tax (1,692,292) (2,586,418)
Income tax using domestic corporation tax rate 25% (2024: 25%) (423,073) (646,604)
(Increase)/decrease in tax benefit due to:
Sundry items (114,964) 2,505
Share based payments 154,564 166,833
Difference in tax rate in foreign jurisdictions (45,488) (27,707)
Deferred tax assets not brought to account 428,961 504,973
Income tax benefit - -
(b) Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items because it is not probable that
future taxable profit will be available from which the Consolidated Entity can utilise the benefits:
Consolidated
2025 2024
$ $
Deductible temporary differences 1,318,000 3,536,000
Tax Losses 17,358,431 12,995,631
Capital Losses 427,598 427,598
19,104,029 16,959,229
(c) Expiry of tax losses
The foreign tax losses have expiry dates under current tax legislation.
At 30 June 2025, the Consolidated Entity has income tax loss carry forward amounts expiring as follows:
Australia New Zealand Total
$ $ $
Does not expire 14,898,134 48,692,490 63,590,624
30 June 2025 14,898,134
48,692,490
63,590,624
(d) Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Consolidated Assets Liabilities Net
2025 2024 2025 2024 2025 2024
Exploration expenditure - - - -
Other items - - 90,000 18,000 90,000 18,000
Tax loss carry-forwards (90,000) (18,000) - - (90,000) (18,000)
Tax (assets) liabilities (90,000) (18,000) 90,000 18,000 - -
Set off of tax 90,000 18,000 (90,000) (18,000) - -
Net tax (assets) liabilities - - - - - -
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 56 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
7. LOSS PER SHARE
Basic and diluted loss per share
The calculation of basic and diluted loss per share at 30 June 2025 was based on the loss attributable to ordinary
shareholders of $1,692,292 (2024: $2,586,418) and a weighted average number of ordinary shares outstanding
during the financial year ended 30 June 2025 of 665,575 (2024: 182,038), calculated as follows:
Reconciliation of earnings used in the calculation of loss per share
Consolidated
2025 2024
Loss attributed to ordinary shareholders used in the calculation of
basic and diluted loss per share $1,692,292 $2,586,418
Weighted average number of ordinary shares
Consolidated
No (‘000)
2025* 2024*
Issued ordinary shares at 1 July
619,407 530,073
Effect of shares issued October 2023
- 2,346
Effect of shares issued March 2024
- 39
Effect of shares issued April 2024
- 465
Effect of shares issued May 2024
- 13,152
Effect of shares issued June 2024
- 39
Effect of shares issued August 2024
2,536 -
Effect of shares issued September 2024
6,548 -
Effect of shares issued October 2024
4,612 -
Effect of shares issued November 2024
1,792 -
Effect of shares issued December 2024
2,298 -
Effect of shares issued January 2025
4,281 -
Effect of shares issued February 2025
17,593 -
Effect of shares issued March 2025
6,508
Weighted average number of ordinary shares at 30 June
665,575 546,114
* Presented on a post 3:1 share share-split basis which occurred in October 2024.
At 30 June 2025, 11,681,478 (presented on a pre share-split basis which occurred in October 2024) (June 2024:
39,518,404) unlisted performance rights and options were excluded from the diluted weighted-average number
of ordinary shares calculation because their effect would have been anti-dilutive.
8. CASH AND CASH EQUIVALENTS
Consolidated
2025
$
2024
$
Current
Cash at call
50,453,388 33,068,475
50,453,388 33,068,475
9. TRADE AND OTHER RECEIVABLES
Consolidated
2025
$
2024
$
Current
Other receivables
9,192 32,496
Accrued interest
266,067 -
GST receivable
282,380 721,839
557,639 754,335
- 57 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
10. EQUITY-ACCOUNTED INVESTEES
30 June 2025
$
30 June 2024
$
Interests in associate – Southern Gold (Asia) Pty Ltd 64,265
81,032
Southern Gold (Asia) Pty Ltd (“SGA”, an associate) holds the interests in the Cambodian gold projects. SGA is a
party to an unincorporated joint venture agreement with Southern Gold Limited (SGL) in respect of the
Cambodian Exploration Licences (CELs). Pursuant to the agreement, SGL has a 15% unincorporated joint venture
interest in the CELs, which is free carried until completion of a feasibility study.
SGA has also entered into a farm-out and incorporated joint venture agreement with Renaissance Cambodia Pty
Ltd (Renaissance) (the “Farm-Out Agreement”). Under the Farm Out Agreement Renaissance will manage SGA
and sole fund US$0.5million of exploration expenditure on each of the CELs in order to earn a 30% shareholding
in SGA. After earning the 30% shareholding, Renaissance can elect to sole fund a further US$1.0million of
exploration expenditure on each of the CELs over the following two years and increase its shareholding in SGA
to 60%.
When Renaissance has earned a 60% shareholding in SGA, the consolidated entity may elect to either contribute
to further exploration activities on the CELs and maintain its 40% shareholding in SGA, or alternatively elect not
to contribute, in which case Renaissance may earn a further 25% shareholding in SGA by continuing to manage
SGA and funding completion of a definitive feasibility study. During the definitive feasibility study period the
consolidated entity interests would be free carried.
Renaissance has met the expenditure requirements to earn a 60% interest in the Subsidiary. The consolidated
entity has elected not to contribute and is free carried to a definitive feasibility study.
30 June 2025
$
30 June 2024
$
Percentage ownership interest 40%
40%
Non-current assets 510,071
280,566
Current assets 443,105
419,365
Non-current liabilities -
-
Current liabilities (741)
(14,544)
Net assets (100%) 952,435
685,387
Consolidated entity’s share of net assets 40%
40%
Carrying amount of interest in associate 64,265
81,032
Revenue -
-
Loss from continuing operations (100%) (41,918)
(91,034)
Total comprehensive income/(loss) (100%) (41,918)
(91,034)
Consolidated entity’s share of total comprehensive
income/(loss) (16,767) (36,414)
In accordance with the Farm-Out Agreement, Renaissance has met the expenditure requirements to earn 60%
interest in SGA through sole funding of exploration which is being recognised in equity of SGA. Santana Minerals
Limited does not currently recognise any share of this increase in equity of SGA.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 58 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
11. PROPERTY, PLANT AND EQUIPMENT
Fixtures &
Fittings
Plant &
Equipment
Motor Vehicles Total
$ $ $ $
Costs
Balance at 1 July 2023 19,157 443,747 41,774 504,678
Acquisitions - 34,177 - 34,177
Disposals - - - -
Effect of movements in foreign exchange (648) (5,501) (3,238) (9,387)
Balance at 30 June 2024 18,509 472,423 38,536 529,468
Balance at 1 July 2024 18,509 472,423 38,536 529,468
Acquisitions 76,404 208,393 - 284,797
Disposals - (3,882) (38,244) (42,126)
Effect of movements in foreign exchange 66 8,364 (292) 8,138
Balance at 30 June 2025 94,979 685,298 - 780,277
Depreciation and
impairment losses
Balance at 1 July 2023
(17,459) (128,956) (41,774) (188,188)
Depreciation charge for the year (1,370) (89,287) - (90,657)
Disposals - - - -
Effect of movements in foreign exchange
634 2,903 3,238 6,775
Balance at 30 June 2024
(18,195) (215,340) (38,535) (272,070)
Balance at 1 July 2024
(18,195) (215,340) (38,535) (272,070)
Depreciation charge for the year (12,854) (103,017) - (115,871)
Disposals - 3,884 38,244 42,127
Effect of movements in foreign exchange
(60) (3,466) 291 (3,234)
Balance at 30 June 2025
(31,109) (317,939) - (349,048)
Carrying amounts
At 30 June 2024
314 257,083 - 257,397
At 30 June 2025
63,870 367,359 - 431,229
- 59 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
12. RIGHT OF USE ASSET
Consolidated
2025
$
2024
$
Balance at 1 July
65,252 -
Acquisitions
295,618 65,252
Effect of movements in foreign exchange
794 -
Balance at 30 June
361,664 65,252
Depreciation
Balance at 1 July
12,658 -
Depreciation charge for the year
81,878 12,658
Effect of movements in foreign exchange
242 -
Balance at 30 June
94,778 12,658
Carrying amounts
At 30 June
266,886 52,594
The Consolidated Entity leases land and buildings for its corporate office in New Zealand under a 2 year lease
with an option to extend.
13. EXPLORATION AND EVALUATION EXPENDITURE
Consolidated
2025 2024
$
$
Capitalised exploration and evaluation expenditure
Exploration and evaluation phase – at cost
Bendigo-Ophir – New Zealand 54,420,890 35,446,495
54,420,890 35,446,495
Reconciliations
Bendigo-Ophir – New Zealand
Opening balance at beginning of year 35,446,495 21,671,389
Expenditure for the year 17,745,371 13,961,771
Effect of foreign exchange movement 1,229,024 (186,665)
Closing balance at end of year 54,420,890 35,446,495
Bendigo-Ophir Project, New Zealand
On 3 November 2020, the consolidated entity announced that it had completed a share purchase agreement
for the acquisition of the Bendigo Ophir Project by acquiring 100% of the shares in Matakanui Gold Limited
(‘MGL’), which holds 100% of the Bendigo-Ophir Project.
The Project is subject to a 1.5% Net Smelter Royalty (NSR) on all production from MEP 60311 (and successor
permits) payable to an incorporated, private company Rise and Shine Holdings Limited.
Access arrangements are in place with landowners that provide for current exploration and other activities, and
any future decision to mine. As such, compensation is payable, including payments of up to $1.5M on a decision
to mine, plus total royalties starting at 1% on the net value of gold produced, increasing to 1.5% and ultimately
2% dependent on location and total gold produced over the life of the mine. The royalties are also subject to
pre-payment of up to $3M upon commencement of mining operations.
Also, as gold is a Crown mineral, a royalty is payable to the Crown as either the higher of an ad valorem royalty
of 2% of the net sales revenue or an accounting profits royalty of 10%.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 60 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
14. LEASE LIABILITY
Consolidated
2025 2024
$ $
Current liability 158,392 32,224
Non-Current liability
40,794 20,629
199,186 52,853
15. CAPITAL AND RESERVES
(a) Ordinary shares issued
The Company does not have authorised capital or par value in respect of its issued shares. All issued shares are
fully paid. Ordinary shareholders have the right to receive dividends as declared and, in the event of winding up
of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of
and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by
proxy, at a meeting of the Company.
The Company recorded the following amounts within shareholders’ equity as a result of having issued ordinary
shares.
30 June 2025
Number of Issue price Share capital
ordinary shares $ $
Balance at 1 July 2024 206,468,935 109,193,111
Share issue August 2024 (Option Ex.) 995,983 1.08 1,075,661
Share issue September 2024 (Option Ex.) 1,140,310 0.30 342,093
Share issue September 2024 (Option Ex.) 1,596,457 1.08 1,724,174
Share issue October 2024 (Option Ex.) 2,152,509 1.08 2,324,709
Share Split (3 for 1) 424,708,388 -
Share issue November 2024 (Option Ex.) 2,859,342 0.36 1,029,363
Share issue December 2024 (Option Ex.) 4,136,512 0.36 1,489,145
Share issue December 2024 (Option Ex.) 90,072 0.3125 28,148
January 2025 (Vesting of Performance Rights) 159,360 - -
January 2025 (Option Ex.) 9,776,064 0.36 3,519,383
February 2025 (Option Ex.) 48,614,083 0.36 17,501,070
March 2025 (Option Ex.) 18,820,660 0.36 6,775,437
March 2025 (Option Ex.) 1,200,000 0.3125 375,000
Balance at 30 June 2025 – fully paid 722,718,675 145,377,294
30 June 2024
Number of Issue price Share capital
ordinary shares $ $
Balance at 1 July 2023 176,691,198 77,995,032
Share issue October 2023 (Option Ex.) 1,140,310 0.25 285,078
Share issue March 2024 (Option Ex.) 45,490 1.08 49,129
Share issue April 2024 (Option Ex.) 773,600 1.08 835,488
Share issue May 2024 (Placement) 27,139,288 1.15 31,210,181
Share issue May 2024 (Option Ex.) 92,117 1.08 99,486
Share issue June 2024 (Option Ex.) 23,219 1.08 25,077
- 61 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
Share issue June 2024 (SPP) 648,000 1.15 745,200
Share Buyback (84,287) 1.21 (101,987)
Share issue costs - (1,949,573)
Balance at 30 June 2024 – fully paid 206,468,935 109,193,111
(b) Options over ordinary shares
The Company has issued the following options over ordinary shares:
Number of options
2025
Number of options
2024*
Options issued as part of the Matakanui Transaction – Nov 2020 - 1,140,310
Employee share options – Jan 2023
1,500,000 500,000
Employee share options – Oct 2023
4,500,000 1,500,000
Employee share options – Dec 2023
4,009,038 1,796,393
Shareholder Bonus Options
- 34,581,701
Total options over ordinary shares currently issued
10,009,038 39,518,404
Reconciliation
Number of options
12 months
30 June 2025
Number of options
12 months
30 June 2024*
Total options over ordinary shares – 1 July 39,518,404 2,780,620
Exercise of Options (October 2023 and November 2022) - (1,140,310)
Options issued October 2023 - 1,500,000
Options issued December 2023 - 1,796,393
Exercise of Options (March 2024) - (934,426)
Options issued March 2024 - 35,516,127
Exercise of Options (August 2024) (995,983) -
Exercise of Options (September 2024) (2,736,767) -
Exercise of Options (October 2024) (2,152,509) -
Impact of share split (3 for 1) 67,266,290 -
Exercise of Options (November 2024) (2,859,342) -
Exercise of Options (December 2024) (4,226,584) -
Exercise of Options (January 2025) (9,776,064) -
Expiry of Options (January 2025) (90,069) -
Exercise of Options (February 2025) (48,614,083) -
Exercise of Options (March 2025) (20,020,660) -
Expiry of Options (March 2025) (5,303,595) -
Total options over ordinary shares – 30 June 10,009,038 39,518,404
*30 June 2024 option numbers are presented on a pre 3:1 share split basis which occurred in October 2024.
Details of options on issue:
Expiry Date Exercise Price Number of Shares
23 January 2026 $0.2950 1,500,000
23 October 2026 $0.2223 4,500,000
23 December 2026 $0.3125 409,038
23 January 2026 $0.3125 3,600,000
10,009,038
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 62 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
(c) Performance rights on issue
The Company has issued the following performance rights on issue:
Number of
performance rights
Number of
performance rights*
30 June 2025
30 June 2024
Employee incentive performance rights on issue 1,672,440
363,176
Total performance rights currently issued 1,672,440
363,176
Reconciliation
Number of
performance rights
12 months
30 June 2025
Number of
performance rights
12 months
30 June 2024*
Total performance rights - 1 July 363,176
-
Performance rights issued 1,035,000
363,176
Impact of share split (3 for 1) 726,352
-
Performance rights expired (292,728)
-
Performance rights vested (159,360)
-
Total performance rights 1,672,440
363,176
*30 June 2024 option numbers are presented on a pre 3:1 share split basis which occurred in October 2024
(d) Nature and purpose of reserves
Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign currency differences arising from translation of
the financial statements of foreign operations.
16. SEGMENT INFORMATION
Each area of interest represents an operating segment, however for reporting purposes areas of interest are
aggregated where they are located in the same region and relate to the exploration of similar commodities. The
Consolidated Entity’s current areas of interest relate to the exploration of precious metals in New Zealand. In
reviewing segment results the Chief Executive Officer and Board consider total expenditure on exploration and
evaluation activities (expensed and capitalised) and results of such activities.
Consolidated
2025
$
2024
$
New Zealand
Exploration and evaluation expenditure capitalised – see note 13
17,745,371 13,961,771
Exploration and evaluation expenditure expensed
- -
Total exploration and evaluation expenditure
17,745,371 13,961,771
Exploration and evaluation assets at 30 June 54,420,890 35,446,495
17. COMMITMENTS
The Consolidated Entity does not have any contracted expenditure commitments at reporting date (2024: nil).
- 63 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
18. CONSOLIDATED ENTITIES
Country of Incorporation
Ordinary Shares Percentage Owned
2025 2024
Parent Entity
Santana Minerals Limited Australia
Subsidiaries
Namiquipa Pty Ltd Australia 100 100
Espiritu Santo Pty Ltd Australia 100 100
Texrise Pty Ltd Australia 100 100
Cuitaboca Pty Ltd Australia 100 100
Carlin Resources Pty Ltd Australia 100 100
Administración Integral Ceresour SA de CV Mexico 100 100
Minera Cuitaboca SA de CV* Mexico - 100
Minera Antoinetta SA de CV Mexico 100 100
Matakanui Gold Limited New Zealand 100 100
* Disposal of Minera Cuitaboca SA de CV. Gain on disposal of $188,619 is included in profit or loss for the year
ended 30 June 2025.
19. SHARE-BASED PAYMENTS
Director and employee share-based payments
In 2022, the Company, Santana Minerals Limited, established an Employee Incentive Securities Plan program that
entitles key management personnel and senior employees to purchase shares in the Company through either the
issue of options or performance rights.
Options
In the 2023 and 2024 years, options were granted to directors and senior employees of Santana Minerals Limited.
In accordance with these programs, options were granted and are exercisable at the exercise price that was
determined at the date of grant.
The terms and conditions of the employee share option grants made under the employee share option program
and in existence at 30 June 2025 were as follows.
Grant date Entitlement Number of
instruments*
Vesting conditions Contractual life
31.01.2023 Director 1,500,000 24 months from grant 23.01.2026 – 36 months
23.10.2023 Director 4,500,000 12 months from grant 23.10.2026 – 36 months
12.12.2023 Director 169,905 12 months from grant 11.12.2026 – 36 months
12.12.2023 Director 169,902 24 months from grant 11.12.2026 – 36 months
12.12.2023 Senior employees 34,617 12 months from grant 11.12.2026 – 36 months
12.12.2023 Senior employees 36,614 24 months from grant 11.12.2026 – 36 months
12.12.2023 Directors 2,400,000 12 months from grant 23.01.2026 – 25 months
12.12.2023 Senior employees 1,200,000 12 months from grant 23.01.2026 – 25months
Total employee share options 10,009,038
* Presented on a post 3:1 share split basis which occurred in October 2024
All employee share options issued are exercisable at any time after the vesting date and before the expiry date to
acquire one fully paid ordinary share. Where the employment or office of the option holder is terminated, any
options which have not reached their vesting date will lapse and any options which have reached their vesting
date may be exercised within prescribed periods from the date of termination of employment.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 64 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
The fair value of employee share options has been calculated with the following inputs:
Grant date
Fair value at
grant date*
Share
price*
Exercise
price*
Expected
volatility
Option life
years
Expected
dividends
Risk-free
interest rate
31.01.2023 $0.123 $0.2367 $0.2950 85% 3.0 - 3.033%
23.10.2023 $0.0701 $0.1767 $0.2223 65% 3.0 - 4.224%
12.12.2023 $01356 $0.29 $0.3125 70% 3.0 - 3.96%
12.12.2023 $0.1064 $0.29 $0.3125 65% 2.12 - 4.022%
* Presented on a post 3:1 share split basis which occurred in October 2024
Performance Rights
In 2024 and 2025, the Company, Santana Minerals Limited, granted performance rights to directors and senior
employees. Each performance rights converts to one common share of the Company upon achieving certain
vesting conditions.
The terms and conditions of the performance rights made and in existence at 30 June 2025 were as follows.
Grant date Entitlement Number of
instruments*
Vesting conditions Vesting date
12.12.2023 Director 141,360 Tranche 1 (23 offer) 11.12.2025 – 2 years
12.12.2023 Director 141,360 Tranche 2 (23 offer) 11.12.2025 – 2 years
12.12.2023 Director 141,360 Tranche 3 (23 offer) 11.12.2025 – 2 years
12.12.2023 Director 141,360 Tranche 4 (23 offer) 11.12.2025 – 2 years
12.12.2023 Senior employees 18,000 Tranche 1 (23 offer) 11.12.2025 – 2 years
12.12.2023 Senior employees 18,000 Tranche 2 (23 offer) 11.12.2025 – 2 years
12.12.2023 Senior employees 18,000 Tranche 3 (23 offer) 11.12.2025 – 2 years
12.12.2023 Senior employees 18,000 Tranche 4 (23 offer) 11.12.2025 – 2 years
30.10.2024 Director 300,000 Tranche 1 (24 offer) 31.12.2026 – 2.16 years
30.10.2024 Director 300,000 Tranche 2 (24 offer) 31.12.2026 – 2.16 years
30.10.2024 Director 300,000 Tranche 3 (24 offer) 31.12.2026 – 2.16 years
30.10.2024 Senior employees 45,000 Tranche 1 (24 offer) 31.12.2026 – 2.16 years
30.10.2024 Senior employees 45,000 Tranche 2 (24 offer) 31.12.2026 – 2.16 years
30.10.2024 Senior employees 45,000 Tranche 3 (24 offer) 31.12.2026 – 2.16 years
Total employee performance rights 1,672,440
* Presented on a post 3:1 share split basis which occurred in October 2024
Performance rights have the following vesting conditions:
Tranche 1 (23 offer)
Santana having published a JORC compliant Mineral Resource estimate of at least 3.5Moz
in respect of the Bendigo Ophir project before 5.00pm on 31 December 2025.
Tranche 2 (23 offer)
Santana having published a JORC compliant Ore Reserve estimate of at least 1 Moz in
respect of the Bendigo Ophir project before 5.00pm on 31 December 2025.
Tranche 3 (23 offer)
Matakanui Gold Limited having obtained all approvals required to commence mining and
production at the Bendigo Ophir project before 5.00pm on 31 December 2025.
Tranche 4 (23 offer)
Santana having published a PFS that supports a development decision before 5.00pm on 31
December 2025.
Tranche 5 (23 offer)
Santana’s Shares having traded above $1 (Presented on a pre 3:1 share split basis which
occurred in October 2024) for a period of no less than 10 consecutive days before 5.00pm
on 31 December 2025. Criteria for this Tranche was met during the current period.
Tranche 1 (24 offer)
Santana having obtained all necessary permits and approvals to commence mining
operations at the Bendigo Ophir Project on or before 5:00pm on 31 December 2025.
Tranche 2 (24 offer)
Santana having obtained project funding and having commenced development activities in
respect of Bendigo Ophir Project before 5:00pm on 31 December 2026.
- 65 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
Tranche 3 (24 offer)
Santana’s Shares having traded above $0.667 (on the basis the Split of Securities is
completed) on the ASX market for a period of at least ten (10) consecutive trading days.
All rights expire on the earlier of the expiry date or termination of the individual’s employment. In addition to a
continuing employment service condition, vesting is conditional on the consolidated entity achieving certain
performance criteria as identified in the above table with such rights vesting 12 months after the performance
criteria has been met provided that criteria is met before the expiry date.
All employee performance rights convert at any time after the vesting conditions have been met into one fully
paid ordinary share. Where the employment or office of the option holder is terminated, any performance rights
which have not reached their vesting conditions will lapse.
The fair value of employee performance rights is measured at grant date and recognised as an expense over the
period of vesting subject to the probability of the vesting conditions being met.
Share-based payment expense recognised during the year:
2025 2024
$ $
Share-based payment expense recognised during the period:
Options and rights issued to directors 440,989 498,462
Options and rights issued to management 177,265 168,871
618,254 667,333
20. FINANCIAL INSTRUMENTS
Exposure to credit risk, currency risk and liquidity risk arises in the normal course of the Consolidated Entity’s
operations.
Credit risk
At the balance sheet date there were no significant concentrations of credit risk.
The Consolidated Entity held cash and cash equivalents of $50,453,388 at 30 June 2025 (2024: of $33,068,475),
which represents its maximum credit exposure on these assets. The cash and cash equivalents are held with
bank and financial institution counterparties, which have a long term AA rating by Standard & Poor’s.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance
sheet.
Interest rate risk
The Consolidated Entity is exposed to interest rate risk through its holding of cash and cash equivalents. At 30
June 2025 the weighted average interest rate on cash and cash equivalents was 4.25% (2024: 3.45%).
Sensitivity analysis
An increase of 50 basis points in interest rates would not have had a material impact on the Consolidated Entity’s
profit or loss.
Foreign currency risk
The Consolidated Entity’s exposure to foreign currency risk at balance date was as follows, based on notional
amounts:
In AUD
2025 2024
$ $
Trade and other payables – AUD
81,355 -
Cash and cash equivalents – NZD
84,252 108,672
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 66 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
Cash and cash equivalents – USD
115,097 12,663
Net exposure
280,704 121,335
The following significant exchange rates applied during the year:
Average rate Reporting date spot rate
2025 2024 2025 2024
NZD
1.0947 1.0836 1.0781 1.0987
USD
1.5453 1.5254 1.5219 1.4940
Sensitivity analysis
A reasonably foreseeable movement in exchange rates would not have a material impact on the Consolidated
Entity’s profit or loss.
Liquidity risk
At reporting date there were no significant concentrations of liquidity risk other than the Consolidated Entity’s
exposure to lease liabilities. The maturity of these liabilities has been identified in Note 14.
Fair value
The carrying amounts of the Consolidated Entity's financial assets and financial liabilities approximate their fair
values at 30 June 2025.
21. RECONCILIATION OF CASHFLOWS FROM OPERATING ACTIVITIES
Consolidated
2025 2024
$ $
Net loss
(1,692,292) (2,586,418)
Add/(less) non-cash items:
Depreciation
32,820 12,658
Share of loss of equity-accounted investees
16,767 36,414
Interest expense
3,091 -
Foreign exchange loss
16,350 127,244
Impairment of exploration and evaluation assets
- 2,011
Profit on sale of assets
(188,619) -
Share based payments
618,254 667,333
Foreign currency differences
(1,202,730) -
(Increase)/decrease in receivables
(109,786) 35,754
Increase/(decrease) in payables
(93,475) 173,103
(Increase)/decrease in prepayments
(125,927) (2,621)
Net cash used in operating activities
(2,725,547) (1,534,522)
22. RELATED PARTIES
Key management personnel disclosures
The following were the key management personnel of the Consolidated Entity at any time during the reporting
period and unless otherwise indicated were key management personnel for the entire period:
Non-executive Directors
Mr P Cook (Chairman)
Mr F Bunting
Mrs E Scotney – Appointed 3 February 2025
- 67 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
Mr T McDonald – Resigned 1 January 2024
Mr R Keevers – Resigned 22 December 2023
Mr W Batt – Resigned 29 November 2023
Executive Director
Mr D Spring
Mr S Smith
Executives
C McPherson (Company Secretary)
Key management personnel compensation disclosures
The key management personnel compensation included in ‘personnel expenses’ is as follows:
Consolidated
2025
$
2024
$
Non-executive directors’ fees
221,065 185,499
Salaries and fees
882,136 605,049
Superannuation
59,689 34,837
Annual leave
23,352 24,073
Share based payments
465,791 506,775
Bonus
132,595 -
Other allowances
24,301 24,643
1,808,929 1,380,876
Information regarding individual directors and executives’ compensation is provided in the Remuneration
Report section of the Directors’ Report.
Loans to key management personnel and their related parties
The Consolidated Entity has not made any loans directly or indirectly to key management personnel
during the current financial year.
Other key management personnel transactions
The key management personnel hold positions in other entities that result in them having control or
significant influence over the financial or operating policies of those entities.
Key management personnel are able to receive remuneration directly through these entities. All amounts
applicable to remuneration have been disclosed in the Remuneration Report section of the Directors’
report.
During the year the Consolidated Entity paid Minex Resources Limited, an entity associated with Mr F Bunting,
$55,474 (2024: $140,967 for consulting fees and hire of equipment. At reporting date there was $nil (2024: $nil)
outstanding amount payable to Minex Resources Limited.
Apart from the details disclosed in this note, no director has entered into a material contract with the
Company or the Consolidated Entity and there were no material contracts involving directors’ interests
existing at year-end.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 68 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS │ 2025
23. PARENT ENTITY
As at, and throughout, the financial year ended 30 June 2025 the parent entity of the Group was Santana
Minerals Limited.
In thousands AUD
2025 2024
Results of the parent entity
Loss for the year
(2,407,472) (1,417,978)
Other comprehensive income
- -
Total comprehensive income for the year
(2,047,472) (1,417,978)
Financial position of the parent entity at year end
Current assets
50,488,298 33,137,238
Total assets
102,772,018 69,018,631
Current liabilities
175,841 239,173
Total liabilities
175,841 239,173
Total equity of the parent entity comprising of:
Share capital
145,417,304 109,193,111
Retained earnings
(42,821,127) (40,413,655)
Total capital
102,596,177 68,779,456
24. SUBSEQUENT EVENTS
On 2 July 2025, the consolidated entity announced that it had entered into a binding agreement to acquire
outright Ardgour Station land (~2,880ha) which has competing land uses over part of the Bendigo-Ophir Gold
Project in New Zealand. The staged acquisition is for a total quantum of NZ$25 million (AUD$23.1 million
equivalent at date of contract), with a non-refundable deposit of NZ$2 million paid (AUD$1.85 million equivalent
at date of contract) and with part consideration of (NZ$5m/AUD$4.62 million equivalent at date of contract) to
be settled in shares and the balance of NZ$18m (AUD$16.6 million equivalent at date of contract)paid as cash
consideration. The transaction remains subject to various conditions precedent.
On 11 August 2025, the consolidated entity announced a fully underwritten A$60m Placement and A$3m Share
Purchase Plan (SPP) to eligible shareholders. The Placement completed on 18 August 2025 through the issue of
103,448,276 new fully paid ordinary shares at A$0,58 per share for proceeds of A$60m (before costs of the offer).
On 8 September 2025, the consolidated entity announced that it had completed the SPP through the issue of
5,172,510 new fully paid ordinary shares at A$0.58 per share for proceeds of A$3m with an oversubscription of
~A$18m.
Other than as noted above, no other matter or circumstance has arisen since the end of the reporting period
which has significantly affected, or may significantly affect, the operations of the Consolidated Entity, the results
of those operations or the state of affairs of the Consolidated Entity in subsequent financial years.
- 69 -
CONSOLIDATED ENTITY DISCLOSURE STATEMENT │ 2025
CONSOLIDATED ENTITY DISCLOSURE STATEMENT AS AT 30 JUNE 2025
Entity name Entity type
Country of
incorporation
Ownership
interest %
Residency
Foreign Jurisdiction
For Tax Residency
Parent
Santana Minerals Limited
Body corporate Australia N/a Australia N/a
Controlled Entities
Namiquipa Pty Ltd
Body corporate Australia 100 Australia Australia*
Espiritu Santo Pty Ltd
Body corporate Australia 100 Australia Australia*
Texrise Pty Ltd
Body corporate Australia 100 Australia Australia*
Cuitaboca Pty Ltd
Body corporate Australia 100 Australia Australia*
Carlin Resources Pty Ltd
Body corporate Australia 100 Australia Australia*
Administración Integral
Ceresour SA de CV
Body corporate Mexico 100 Mexico Mexico
Minera Antoinetta SA de CV
Body corporate Mexico 100 Mexico Mexico
Matakanui Gold Limited
Body corporate New Zealand 100 New Zealand New Zealand
* Santana Minerals Limited (the 'head entity') and its wholly-owned Australian subsidiary have formed an income tax
consolidated group under the tax consolidation regime.
Determination of Tax Residency
Section 295 (3A) of the Corporations Act 2001 requires that the tax residency of each entity which is included in the
Consolidated Entity Disclosure Statement (CEDS) be disclosed. In the context of an entity which was an Australian resident,
“Australian resident” has the meaning provided in the Income Tax Assessment act 1997. The determination of tax residency
involves judgment as the determination of tax residency is highly fact dependent and there are currently several different
interpretations that could be adopted, and which could give rise to a different conclusion of residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
• Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the
Commissioner of Taxation’s public guidance in Tax Ruling TF 2018/5.
• Foreign tax residency
The consolidated entity has applied current legislation and where available judicial precedent in the
determination of foreign tax residency. Where necessary, the consolidated entity has used independent tax
advisers in foreign jurisdictions to assist in the determination of tax residency to ensure applicable foreign tax
legislation has been complied with.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 70 -
DIRECTORS’ DECLARATION
Directors’ declaration
1. In the opinion of the directors of Santana Minerals Limited (the Company)
a) the consolidated financial statements and notes that are set out on pages 39 to 69 and the Remuneration
report in section 3 of the Directors' report are in accordance with the Corporations Act 2001, including:
i) giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2025 and of its
performance for the financial year ended on that date; and
ii) complying with Australian Accounting Standards and the Corporations Regulations 2001;
b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable; and
c) the information disclosed in the attached consolidated entity disclosure statement is true and correct.
2. The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the
Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2025.
3. The directors draw attention to note 1 (b) to the consolidated financial statements which include a statement of
compliance with International Financial Reporting Standards.
Signed in accordance with a resolution of the directors:
Peter Cook
Chairman
Dated at Brisbane this 26 September 2025.
- 71 -
INDEPENDENT AUDITOR’S REPORT
Independent Auditor’s Report
To the shareholders of Santana Minerals Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of
Santana Minerals Limited (the Company).
In our opinion, the accompanying Financial
Report of the Company gives a true and
fair view, including of the Group’s
financial position as at 30 June 2025 and
of its financial performance for the year
then ended, in accordance with the
Corporations Act 2001, in compliance with
Australian Accounting Standards and the
Corporations Regulations 2001.
The Financial Report comprises:
•
Consolidated statement of financial position as at 30
June 2025
•
Consolidated statement of profit or loss,
Consolidated statement of other comprehensive
income, Consolidated statement of changes in
equity, and Consolidated statement of cash flows
for the year then ended
•
Consolidated entity disclosure statement and
accompanying basis of preparation as at 30 June
2025
•
Notes, including material accounting policies
•
Directors’ Declaration.
The Group consists of the Company and the entities it
controlled at the year end or from time to time during
the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for
the audit of the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics
for Professional Accountants (including Independence Standards) (the Code) that are relevant to our
audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in
accordance with these requirements.
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with
KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are
trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme
approved under Professional Standards Legislation.
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 72 -
INDEPENDENT AUDITOR’S REPORT
Key Audit Matters
The Key Audit Matters we identified are:
•
Exploration and evaluation expenditure
of Bendigo-Ophir (New Zealand)
project; and
•
Going concern basis of accounting.
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.
Exploration and evaluation expenditure of Bendigo-Ophir (New Zealand) project ($54,420,890)
Refer to Note 13 to the Financial Report
The key audit matter How the matter was addressed in our audit
Exploration and evaluation expenditure of
Bendigo-Ophir (New Zealand) project (E&E)
capitalised is a key audit matter due to:
•
the significance of E&E activities to the
Group’s business, with the balance of
capitalised E&E expenditure being 51% of
total assets; and
•
the greater level of audit effort required to
evaluate the Group’s application of the
requirements of the industry specific
accounting standard AASB 6 Exploration for
and Evaluation of Mineral Resources (AASB
6), in particular, the conditions allowing
capitalisation of relevant expenditure and
the presence of impairment indicators. The
presence of impairment indicators would
necessitate a detailed analysis by the Group
of the value of E&E, therefore given the
criticality of this to the scope and depth of
our work, we involved senior team
members to challenge the Group’s
determination of the existence of indicators
of impairment.
In assessing the conditions allowing
capitalisation of relevant expenditure, we
focused on:
•
the Group’s determination of the areas of
interest;
•
documentation available regarding rights to
tenure, via licensing and contractual
arrangements, and compliance with
relevant conditions, to maintain current
rights to an area of interest and the Group’s
intention and capacity to continue the
relevant E&E activities; and
Our audit procedures included:
•
evaluating the Group’s accounting policy
applicable to capitalising E&E expenditure as
assets using the criteria in the accounting
standard;
•
assessing the Group’s determination of its
areas of interest for consistency with the
definition in the accounting standard. This
involved analysing the licences in which the
Group holds an interest and the exploration
programmes planned for those licences for
consistency with documentation such as
licence conditions and planned work
programmes;
•
assessing the Group’s current rights to tenure
for each area of interest by corroborating the
ownership of the relevant licence to
government registers or other supporting
documentation and evaluating agreements in
place with other parties;
•
testing the E&E expenditure capitalised to
areas of interest for the year by evaluating a
statistical sample of recorded expenditure for
consistency to underlying records, the
capitalisation requirements of the Group’s
accounting policy and the requirements of the
accounting standard;
•
evaluating Group documents, such as minutes
of Directors’ meetings, the Group’s analysis of
impairment indicators and the Group’s cash
flow projections, for consistency with their
stated intentions and ability to fund continuing
exploration and evaluation activities. We
corroborated this through interviews with key
personnel, observable market data and our
understanding of the industry; and
- 73 -
INDEPENDENT AUDITOR’S REPORT
•
the Group’s determination of whether the
E&E expenditure capitalised is expected to
be recouped through successful
development and exploitation of the area of
interest, or alternatively, by its sale.
In assessing the presence of impairment
indicators, we focused on those that may draw
into question the commercial continuation of
E&E activities for an area of interest where
significant capitalised E&E exists. In addition to
the assessments above, and given the financial
position of the Group, we paid particular
attention to:
•
the strategic direction of the Group and
their intent and capacity to continue
exploration activities;
•
the ability of the Group to fund the
continuation of exploration activities; and
•
results from the latest activities regarding
the reasonable assessment of the existence
or otherwise of economically recoverable
reserves.
Where impairment indicators are present, the
Group’s determination of the recoverable value
of the area of interest is based on assumptions
which require judgement. In the current year
the Group determined that there were no
indicators of impairment.
•
comparing the results from the Group’s
Competent Person regarding the reasonable
assessment of the existence of reserves for
consistency with the treatment of E&E and the
requirements of the accounting standard.
Going concern basis of accounting
Refer to Note 1(t) to the Financial Report
The key audit matter How the matter was addressed in our audit
The Group’s use of the going concern basis of
accounting and the associated extent of
uncertainty is a key audit matter due to the high
level of judgement required by us in evaluating
the Group’s assessment of going concern and
the events or conditions that may cast
significant doubt on their ability to continue as a
going concern. These are outlined in Note 1(t).
The Directors have determined that the use of
the going concern basis of accounting is
appropriate in preparing the financial report.
Their assessment of going concern was based
on cash flow projections. The preparation of
these projections incorporated a number of
assumptions and significant judgements, and
the Directors have concluded that the range of
Our procedures included:
•
Analysing the cash flow projections by:
•
Evaluating the underlying data used to
generate the projections. We specifically
looked for their consistency with other
information used by the Group and tested
by us, their consistency with the Group’s
intentions, as outlined in Directors
minutes and the Group’s market
announcements lodged with the
Australian Securities Exchange, and our
understanding of their comparability to
past practices;
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 74 -
INDEPENDENT AUDITOR’S REPORT
possible outcomes considered in arriving at
these judgements does not give rise to a
material uncertainty casting significant doubt on
the Group’s ability to continue as a going
concern.
We critically assessed the levels of uncertainty,
as it related to the Group’s ability to continue as
a going concern, within these assumptions and
judgements, focusing on the following:
•
the Group’s ability to raise additional funds
for further exploration and operational
expenditure should it be required; and
•
the Group’s planned levels of operational
and capital expenditures, and the ability of
the Group to manage cash outflows within
available funding.
In assessing this key audit matter, we involved
senior audit team members who understand
the Group’s business, industry and the
economic environment it operates in.
•
Assessing the planned levels of operating
and capital expenditures for consistency
of relationships and trends to the Group’s
historical results, results since year end,
evaluation of any committed expenditure,
and our understanding of the business,
industry and economic conditions of the
Group;
•
Assessing significant forecast cash inflows
including the Group’s ability to raise
additional funds, and outflows for
feasibility, quantum and timing. We used
our knowledge of the Group, its industry
and financial position to assess the level
of associated uncertainty; and
•
Evaluating the Group’s going concern
disclosures in the financial report by comparing
them to our understanding of the matter, the
events or conditions incorporated into the cash
flow projection assessment, the Group’s plans
to address those events or conditions, and
accounting standard requirements.
Other Information
Other Information is financial and non-financial information in Santana Minerals Limited’s annual
report which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are
responsible for the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other
Information. In doing so, we 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.
We are required to report if we conclude that there is a material misstatement of this Other
Information, and based on the work we have performed on the Other Information that we obtained
prior to the date of this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
•
preparing the Financial Report in accordance with the Corporations Act 2001, including giving
a true and fair view of the financial position and performance of the Group, and in compliance
with Australian Accounting Standards and the Corporations Regulations 2001
•
implementing necessary internal control to enable the preparation of a Financial Report in
accordance with the Corporations Act 2001, including giving a true and fair view of the
financial position and performance of the Group, and that is free from material misstatement,
whether due to fraud or error
•
assessing the Group and Company’s ability to continue as a going concern and whether the
use of the going concern basis of accounting is appropriate. This includes disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless they either intend to liquidate the Group and Company or to cease operations, or have
no realistic alternative but to do so.
- 75 -
INDEPENDENT AUDITOR’S REPORT
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
•
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 Australian Auditing Standards will always detect a material misstatement when it
exists.
Misstatements can arise from fraud or error. They 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 the 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 at:
https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf.
This description forms part of our Auditor’s
Report.
Report on the Remuneration Report
Opinion
In our opinion, the Remuneration Report
of Santana Minerals Limited for the year
ended 30 June 2025 complies with
Section 300A of the Corporations Act
2001.
Directors’ 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 responsibilities
We have audited the Remuneration Report included in
section 3 of the Directors’ R eport for the year ended 30
June 2025.
Our responsibility is to express an opinion as to whether
the Remuneration Report complies in all material
respects with Section 300A of the Corporations Act
2001, based on our audit conducted in accordance with
Australian Auditing Standards.
KPMG
Simon Crane
Partner
Brisbane
26 September 2025
SANTANA MINERALS LIMITED ANNUAL REPORT 2025
- 76 -
ADDITIONAL INFORMATION
Additional Information Required by the Listing Rules
as at 24 September 2025
List of the 20 Largest Shareholders
Rank Name Shares Held
% of Total
Shares
1 CITICORP NOMINEES PTY LIMITED 110,932,587 13.34%
2 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 29,312,891 3.53%
3 NEW ZEALAND DEPOSITORY NOMINEE 27,740,877 3.34%
4 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED <GSCO CUSTOMERS A/C> 27,586,207 3.32%
5 LONERGAN FOUNDATION PTY LTD <LONERGAN FOUNDATION A/C> 23,058,000 2.77%
6 MUSTANG RESOURCES LIMITED 21,631,514 2.60%
7 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 19,672,192 2.37%
8 CALM HOLDINGS PTY LTD <CLIFTON SUPER FUND A/C> 19,000,000 2.29%
9 GOLDSTREAM FINANCE LIMITED 15,707,619 1.89%
10 SHARESIES AUSTRALIA NOMINEE PTY LIMITED 13,539,809 1.63%
11 LONWAY PTY LIMITED 12,373,600 1.49%
12 JOHN GRANT SINCLAIR 9,700,000 1.17%
13 DONALD IAN WHITE & ROSS DANIEL MOORE <ROSCO FAMILY> 9,633,786 1.16%
14 ALL-STATES FINANCE PTY LIMITED 9,600,000 1.15%
15 MR NILS BISCHOFF 9,290,000 1.12%
16 CHRISTOPHER JOHN LEE & LEE FAMILY & GIOVANNA LEE <LEE FAMILY> 7,932,400 0.95%
17 UBS NOMINEES PTY LTD 7,675,153 0.92%
18 CHESTER NOMINEES WA PTY LTD <M W WILSON SUPER FUND A/C> 6,700,000 0.81%
19 BELL POTTER NOMINEES LTD <BB NOMINEES A/C> 6,026,046 0.72%
20 BNP PARIBAS NOMS PTY LTD 5,886,826 0.71%
TOTAL OF TOP 20 SHAREHOLDERS 392,999,507 47.27%
BALANCE OF REGISTER 438,339,954 52.73%
TOTAL SHAREHOLDERS 831,339,461 100.00%
Substantial Shareholders
Name Shares Held % of Total Shares
DEPOT CORPORATION LIMITED 48,174,050 5.79%
Distribution of Shareholder’s Holdings
Ordinary Shares Held Number of Shareholders Number of Shares
100,001 and over 494 779,869,834
10,001 – 100,000 1,257 45,210,742
5,001 – 10,000 475 3,669,817
1,001 – 5,000 896 2,414,195
1 – 1,000 324 174,873
TOTAL 3,446 831,339,461
Unmarketable Parcels 140 17,638
Details of Unlisted Options
Details Number of Holders Number of Options
11 DECEMBER 2026 (Exercisable at $0.9375) 2 409,038
23 JANUARY2026 (Exercisable at $0.3125) 3 3,600,000
23 JANUARY 2026 (Exercisable at $0.295) 1 1,500,000
23 OCTOBER 2026 (Exercisable at $0.2223) 1 4,500,000
Details of Unlisted Performance Rights
Details Number of Holders Number of Options
11 DECEMBER 2025 3 637,440
31 DECEMBER 2026 5 1.035.000
-77-
SHAREHOLDER INFORMATION
Shareholding Information
Enquiries
Shareholders with enquiries about any aspect of your shareholding should contact the Company’s Share Registry as
follows:
Exchange: ASX NZX
Registry: MUFG Corporate Markets MUFG Corporate Markets
Address: Level 41, 161 Castlereagh Street Level 30, PwC Tower, 15 Customs Street
Sydney NSW 2000 West Auckland 1010
Postal: Locked Bag A14 PO Box 91976 Auckland
Sydney South NSW 1235 Auckland 1142
Telephone: 1300 554 474 +64 9 375 5998
Facsimile: +61 2 9287 0309 +64 9 375 5990
Email:
support@cm.mpms.mufg.com enquiries.nz@cm.mpms.mufg.com
Website: www.mpms.mufg.com/ www.mpms.mufg.com/
Electronic Announcements and Reports
Shareholders, who wish to receive announcements made to the ASX or NZX as well as electronic copies of the Annual
Report and Half Year Report, are invited to provide their email address to the Company. This can be done by writing to
the Company Secretary or via the Company’s website.
Change of Name/Address
Shareholders should advise the share registry promptly of any change of name and/or address so that correspondence
with them does not go astray. All such changes must be advised in writing and cannot be accepted by telephone. Forms
can be found on the Share Registry website or obtained by contacting the Share Registry.
Shareholders who hold their shares via a broker should instruct their sponsoring broker in writing to notify the Share
Registry of any change of name and/or address.
In the case of a name change, the written advice must be supported by documentary evidence.
Consolidation of Shareholdings
Shareholders who wish to consolidate their separate shareholdings into one account should write to the Share Registry
or their sponsoring broker, whichever is applicable.
Stock Exchange Listing
The Company’s shares are listed on the ASX and NZX (ASX/NZX: SMI).
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CORPORATE DIRECTORY
Corporate Directory
Australian Business No. 37 161 946 989
Directors Peter Cook, Non-executive Chairman
Frederick (Kim) Bunting, Non-Executive Director
Emma Scotney, Non-Executive Director
Damian Spring, Chief Executive Officer and Executive Director
Sam Smith, Executive Director
Corporate Secretary Craig McPherson
Registered Office Level 1
371 Queen Street
Brisbane, QLD 4000
Phone: +61 7 3221 7501
Email: admin@santanaminerals.com
Website: www.santanaminerals.com
Postal Address P O Box 1305
Brisbane Qld 4001
Auditors KPMG
Level 11, Heritage Lanes
80 Ann Street
Brisbane QLD 4000 Australia
ASX/NZX Code SMI
Share Registrars Australia
MUFG Corporate Markets
Level 41
161 Castlereagh Street
Sydney NSW 2000
New Zealand
MUFG Corporate Markets
Level 30
15 Customs Street
West Auckland 1010
Home Exchange Australian Stock Exchange
Level 8
Exchange Plaza
2 The Esplanade
Perth, WA 6000
New Zealand Exchange NZX Limited
Level 15
45 Queen Street
Auckland 1010, New Zealand
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.