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31 December 2025 Interim Financial Report

Half Year Results16 March 2026MKRMaterials

Interim Financial Report
31 December 2025

For the 6-month period ended 31 December 2025


Manuka Resources Ltd

and its controlled entities

ABN 80 611 963 225

Manuka Resources Ltd
For the half-year ended 31 December 2025

i | Page


CORPORATE DIRECTORY

Directors

Dennis Karp – Executive Chairman


Alan J Eggers – Executive Director


John Seton – Non-Executive Director


Key Management

Haydn Lynch – Chief Operating Officer

Rod Griffiths – Executive General

Manager


Joint Company Secretaries

Eryn Kestel

Alex Sutton


Registered Office

Level 4, Grafton Bond Building

201 Kent Street

Sydney NSW 2000


www.manukaresources.com.au

Lawyers

K&L Gates

Level 31, 1 O’Connell Street

Sydney NSW 2000

Auditor

RSM Australia Partners

Level 7, 1 Martin Place,

Sydney NSW 2000

Australian Share Registry

Automic Group Pty Ltd

Level 5, 126 Phillip Street,

Sydney NSW 2000

1300 288 664 (within Australia)

+61 2 9698 5414 (from overseas)

hello@automicgroup.com.au

investor.automic.com.au

New Zealand Share Registry

MUFG Corporate Markets Ltd

Level 30, PWC Tower

15 Customs Street West,

Auckland 1010 New Zealand

Telephone +64 9 375 5998

Stock Exchange Listing

Manuka Resources Limited shares (Code:

MKR) are listed on the Australian

Securities Exchange and the New Zealand

Stock Exchange.



Manuka Resources Ltd
For the half-year ended 31 December 2025

ii | Page

Contents

Page

Directors’ Report 3

Auditor’s Independence Declaration

9

Consolidated Statement of Profit or Loss and Other Comprehensive Income

10

Consolidated Statement of Financial Position

11

Consolidated Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Notes to the Financial Statements 1

5

Directors’ Declaration

31

Independent Auditor’s Report

32


Manuka Resources Ltd
For the half-year ended 31 December 2025



Page | 3

Directors’ Report

The Directors of Manuka Resources Ltd (‘Manuka Resources’) present their report together with the financial

statements of the Entity or the Group, being Manuka Resources (‘the Company’) and its subsidiaries Mt Boppy

Resources Pty Ltd (‘Mt Boppy’) and Trans-Tasman Resources Limited (TTR) for the six months ended 31

December 2025.

Director details


The following persons were Directors of Manuka Resources during or since the end of the financial period and

up to the date of this report:

• Mr Dennis Karp

• Mr Alan J Eggers

• Mr John Seton


Review of operations and financial results


The last six months of calendar 2025 were largely spent focussing on the refinance of Manuka’s senior secured

debt facility, the arrangement of a restart finance package and operational preparation for implementation

once the dual finance components had been completed. In September 2025 the refinance of TransAsia’s senior

debt facility was completed and four weeks later the Company completed a two-tranche capital raising. The

first tranche to be paid promptly with funds from the second tranche to occur following shareholder approval

from Manuka’s AGM, which was granted in late November. On 1 December 2025 the Company announced

through the ASX on 9 March 2026, that it had executed a draft term sheet for a comprehensive restart debt

facility with

Nebari Natural Resources Credit Fund. At time of writing, this facility has been completed and the

first tranche – US$26million out of a total of US$30 million, has now been drawn.

On 26 September 2025 Manuka announced that it had received approval to list on the New Zealand Stock

Exchange (“NZX”) with trading to commence on 29 September 2025. This listing was driven by the fact around

30% of the Company’s shareholders are New Zealand based and the Company’s Taranaki VTM Project is

located in the South Taranaki Bight of New Zealand.

Also on 26 September 2025, the Company released it plans to restart silver and gold production with a

proposed 10 year mine plan. Both silver and gold metals enjoyed exceptional price increases during calendar

2025 (the price of silver increased by ~160%, while the price of gold increased by 65%). These elevated prices,

which continue to hold into 2026 (silver up a further 20% at time of writing and gold up 15%), provide fantastic

momentum to the Company’s restart plans. Production of silver and gold is expected to restart through our

100% owned Wonawinta plant during mid 2026 and accordingly plans are well progressed. The Company

announced that it had ended its Care and Maintenance program through the ASX on 9 March 2026 and was

now in an operational mode. An announcement of the restart of the trucking of ores from Mt Boppy is

imminent. With the recommencement of silver and gold production the next six-month period is going to be

a very exciting time for Manuka Resources and its shareholders.

In December 2024 the New Zealand government passed the Fast-track Approvals Act 2024 (the “Fast-track

Act”) into law. TTR’s Taranaki VTM Project, listed in Schedule 2 of the Fast Track Act, was considered to meet

the Fast-track Act’s purpose including being a project of regional or national significance for final project

consents to develop.

TTR lodged a substantive Fast Track application on 15 April 2025. Following the release of a draft decision by

the expert panel on 5 February 2026 to decline the marine and discharge consents, TTR withdrew its Fast-

Manuka Resources Ltd
For the half-year ended 31 December 2025





Page | 4


track application and is now considering a number of options to progress the final environmental approvals

for the project.


Cobar Basin Silver and Gold Projects

On 30 January 2026 Manuka released the updated 10-year Mine Plan for the Wonawinta Silver and Mt Boppy

Gold Mines

1

, respectively located 80km due south and 50km due east of Cobar, within the prolific Cobar Basin

mining province of New South Wales.


Wonawinta comprises a granted mining lease, existing open pit mines, an existing 1Mtpa CIL processing plant

and associated infrastructure including approved tailings dams and accommodation facilities.


The Production Plan described in the ASX announcement outlined the upgrading and recommissioning of the

Wonawinta processing plant to enhance throughput and leach performance and deliver a Production Target

that comprises:


• 10.4Mt silver ore from selected stockpiles and 5 open pits located adjacent to the Wonawinta

processing plant;


• an initial 0.2Mt of gold ore from selected areas of larger 2.2Mt Rock Dump, Tailings and Stockpile

Resource located at Mt Boppy; and


• 0.3Mt of high-grade gold ore from the existing Open Pit at Mt Boppy.

The Production Plan estimated a capital requirement of A$26.6 million to bring the processing plant into

production, of which A$11.4 million will be spent on a new desliming circuit to remove clays that have

previously inhibited mill throughput and CIL recoveries. The upgrade and refurbishment of the processing

plant is now underway with first production from Wonawinta Stockpiles and Mt Boppy Stockpiles in Q2 2026.

Mining at Wonawinta open pits is scheduled to commence in Q3 2026.


Over the 10-year Mine Plan, the Project is forecast to generate an average EBITDA of A$127 million p.a.

at a C1 cost of A$34.4/oz silver (including gold credits) resulting in an NPV

8

of A$805 million and an IRR of

1,092%.


The 10.9Mt Mine Plan is underpinned by 6.9Mt Reserves and comprises 8% Measured Resources, 54%

Indicated Resources and 39% Inferred Resources. There is a low level of geological confidence associated with

Inferred Resources and there is no certainty that further exploration work will result in the conversion of

Inferred Resources to Indicated Resources or return the same grade and tonnage distribution.


During the reporting period significant efforts were made to bring these assets back into production,

accelerated by the appreciation in silver and gold prices over the period. Post balance date many critical hires

have been completed whilst recruitment activities for the balance of roles are progressing with many

candidates from the surrounding regions. The Company acknowledges community support for the projects

which further adds to the importance of mining in the Central West NSW.



Taranaki VTM Project

Manuka holds a 100% interest in the Taranaki VTM Iron Sands Project via its wholly owned subsidiary TTR.



1

Manuka ASX release 30 January 2026

Manuka Resources Ltd
For the half-year ended 31 December 2025





Page | 5


Located offshore in the STB, within New Zealand’s Exclusive Economic Zone (“EEZ”), the project comprises a

3.2 billion tonne (“Bt ”) vanadiferous titanomagnetite (“VTM”) iron ore resource

2


at 10.17% Fe

2

O

3

, 0.05% V

2

O

5


(containing 1.6Mt V

2

O

5

) and 1.03% TiO

2

(Table 2), ranking it as one of the largest drilled vanadium projects

globally. Indicated Resources comprise 65.7% of the total Resources with the balance being Inferred.


Table 2: Taranaki VTM Iron Sands Project Mineral Resource


Resource Bt Fe

2

O

3

(%) TiO

2

(%) V

2

O

5

(%)

Indicated 2.1 10.45 1.06 0.05

Inferred 1.1 9.64 0.99 0.04

Total 3.2 10.17 1.03 0.05


TTR has granted mineral mining permit MMP55581 within the EEZ containing 1.88Bt VTM resource where the

current PFS mine plan can deliver production of 5Mt export concentrates a year grading 56-57%Fe, 0.5%V

2

O

5


and 8.5%TiO

2

. TTR’s adjoining mineral exploration permit, MEP54068 (currently under application to be

converted mineral mining permit MMP61486) inside the 12Nm limit within the Coastal Management Area

(“CMA”), contains a reported additional 1.29Bt VTM iron sands resource.


In January 2025 the New Zealand government released the Critical Minerals List to identify minerals essential

to the economy and technological needs. Both vanadium and titanium are included in the Critical Minerals

List, which is a further positive for TTR’s Taranaki VTM Project.


The Critical Minerals List, alongside the Minerals Strategy for New Zealand 2040, also released in January 2025,

and the GNS Report on the NZ’s Potential Economic Mineral Deposits released in August 2024, all include

offshore Taranaki VTM deposits containing vanadium and titanium in the STB controlled 100% by TTR. The

MBIE reports provide the government with insight and facts as to the potential for the development of these

mineral resources in New Zealand.


The New Zealand government has identified TTR’s world-class vanadium rich iron sands project as one of

national significance that has the ability to contribute to New Zealand’s economy and export earnings and to

the government’s resource objective of doubling the value of New Zealand’s mineral exports to $3 billion by

2035.


The Taranaki VTM Project, when in production with an estimated annual production of 10,000t of vanadium,

has the potential to make Manuka one of the leading vanadium producers in the world and propel NZ into the

third largest producer of the metal after China and Russia.


In December 2024 the New Zealand government passed the Fast-track Act into law. TTR’s Taranaki VTM

Project is listed in Schedule 2 of the Fast-t rack Act to be considered by an expert panel for final approvals to

develop. Schedule 2 projects, including TTR’s, were considered to meet the Fast-track Act’s purpose including

being projects of regional or national significance.


TTR lodged a substantive Fast-track application on 15 April 2025 and followed up with a number of

presentations, expert reports and submissions to the Fast-track panel during 2025. Following the release of a

draft decision by the expert panel on 5 February 2026, to decline the marine and discharge consents required

under the Exclusive Economic Zone and Continental Shelf (Environmental Effects) Act 2012, TTR withdrew its

Fast-track application.



2

ASX Release 1 March 2023

Manuka Resources Ltd
For the half-year ended 31 December 2025





Page | 6


Following the withdrawal of the Fast-track application, the Company is now working through and getting

advice and direction on a number of options to progress the final environmental approvals for the Taranaki

VTM Project.


Financial Summary


The loss for the consolidated entity for the half-year ended 31 December 2025 was $12,875,283 (2024 Loss:

$8,369,652). As at 31 December 2025, the consolidated entity had $2,439,885 in cash.


In addition, the Company had the ability to draw down an additional $6.0m available in short term liquidity.

As at time of writing, the Company has $11.1m in cash plus an additional $9.3m available in short term

liquidity.



Resource Growth and Exploration Outlook

During the period under review the Company’s geological team has continued to implement in part, the

exploration work programmes established from the Q1 2023 Strategic Review. Specific targets were Au-Cu

south of Mt Boppy and a detailed review of the Pipeline Ridge historic drilling (see below). An initial drilling

phase of Mt Boppy deeps and southern extension targets was approved by the MKR Board in September 2025

and initiated during December 2025. Planned resource delineation drilling of Pipeline Ridge will be undertaken

in Q2 2026 after the Mt Boppy South exploration drilling. The MKR Resource Triangle (Fig. 1) shows the current

classification of the exploration targets.


Figure 1: MKR Resource Triangle December 2025

During H2 2025, planning for Phase 2 infill sonic drilling of the Mt Boppy Main Waste dump was completed.

The sonic drilling commenced during Q1 2026 which will improve evaluation of screened dump material

planned for trucking to and processing at the Wonawinta plant during 2026-2027.


Manuka Resources Ltd
For the half-year ended 31 December 2025





Page | 7


Pipeline Ridge (Figure 2) has potential for a gold open pit operation, and analysis and modelling of this target

has continued to be progressed during H2 2025. Work on Pipeline Ridge involved a comprehensive review

of historic reports plus all resource evaluation drilling to date. An assessment of developing an open pi t gold

operation has been progressed, and an infill drilling programme for this purpose designed. Historic drilling

includes 32 diamond drill holes (6,590m) and 116 Reverse Circulation (RC) boreholes (6,059m). Based on

preliminary geological modelling the initial startup open pit target is between 200 - 1,145Kt grading between

1.4 and 2.1 g/t Au, containing between 17 and 53 Koz Au. The development of this operation is strategically

aligned with future mining plans over the next 3-4 years at Mt Boppy, located approximately 30km to the

north.


Figure 2: Mt Boppy Southern Extensions and Pipeline Ridge exploration projects

Manuka Resources Ltd
For the half-year ended 31 December 2025





Page | 8


Other activities included the following:

- Updating and completing various rehabilitation cleanups from historic drilling programmes.

- The reopening of the Wonawinta silver mine has fast tracked a review of existing mineral resource

delineation and exploration drilling on the project. Certain infill programmes converting Inferred

mineral resources to an Indicated classification were assessed during H2 2025.

- Analysis and construction of a Wonawinta geometallugical management model was progressed.

- Continued examination of targets generated from a detailed regional geophysics synthesis of the Mt

Boppy and Wonawinta ML’s and exploration tenements, including conducting a merged data

reinterpretation of all available magnetic data and a revised IP interpretation for the McKinnon’s gold

prospect.

- Continued analysis and reorganisation of the Company’s extensive drilling and geochemical sampling

database.

Significant changes in state of affairs

During the half-year there have been no significant changes in the state of affairs of the Group.

Events arising since the end of the reporting period

There are no other matters or circumstances that have arisen since the end of the period that has significantly

affected or may significantly affect the entity’s operations in future financial years, the results of those

operations in future financial years or the entity’s state of affairs in future financial years, except:

a) On 27 February 2026, the Company entered into a definitive loan documentation for a US$30 million

senior secured term facility with US global resource fund Nebari Natural Resources Credit Fund II LP.

The funds were utilised to repay existing secured debt and provide working capital for the

recommencement of Wonawinta silver and Mt Boppy gold mining and metal processing.

b) A total of 73.4 million unlisted options were exercised, resulting in the issuance of 73.4 million

fully paid ordinary shares and proceeds of $4.6 million, (before costs).


Dividends


No dividends were paid or declared during the period and no recommendation is made as to dividends.

Auditor’s Independence Declaration


A copy of the Auditor’s Independence Declaration as required under s.307C of the Corporations Act 2001 is

included on the following page of this financial report and forms part of this Director’s Report.

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

Corporations Act 2001.

Signed in accordance with a resolution of the Directors.


Dennis Karp Alan J Eggers

Executive Chairman Director

Date: 16 March 2026 Date: 16 March 2026


RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the

members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm

which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

RSM Australia Partners

Level 7, 1 Martin Place

Sydney

NSW 2000

Australia

T +61 (02) 8226 4500

F +61 (02) 8226 4501

rsm.com.au

AUDITOR’S

INDEPENDENCE DECLARATION

As lead auditor for the review of the financial report of Manuka Resources Limited for the half-year ended 31

December 2025, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

(i)the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

(ii)any applicable code of professional conduct in relation to the review.

RSM AUSTRALIA PARTNERS

Cameron Hume

Partner

Sydney, NSW

Dated: 16 March 2026

Page | 9

Manuka Resources Ltd
For the half-year ended 31 December 2025



Page | 10

Consolidated Condensed Interim Statement of Profit

or Loss and Other Comprehensive Income

For the half-year ended 31 December 2025



Notes

31 December

2025

31 December

2024

$ $

Sales revenue 5(a) - -

Operating loss - -


Other income 5(b) 348,376 347,441


Other expenses 6(a) (8,152,749) (3,241,818)

Foreign exchange gains / (losses) 441,987 (2,046,073)

Loss before finance expenses (7,362,386) (4,940,450)

Finance expenses 6(b) (5,512,897) (3,429,202)

Loss before income tax (12,875,283) (8,369,652)

Income tax expense - -

Loss for the period attributable to members of

Manuka Resources Limited

(12,875,283) (8,369,652)

Other comprehensive income / (loss) (1,871,219) (292,923)

Total comprehensive loss for the period

attributable to members of Manuka Resources

Limited


(14,746,502)



(8,662,575)


Loss per share for loss attributable to the

ordinary equity holders of the Company




Basic profit /(loss) per share (cents per share) 15 (1.20) (1.07)

Diluted profit /(loss) per share (cents per share) 15 (1.20) (1.07)




















This statement should be read in conjunction with the notes to the financial statements.

Manuka Resources Ltd
For the half-year ended 31 December 2025



Page | 11

Consolidated Condensed Interim Statement of

Financial Position

As at 31 December 2025



Notes

31 December

2025

30 June

2025

$ $

Assets

Current

Cash and cash equivalents 2,439,885 968,645

Trade and other receivables 1,204,463 8,696

Prepayments 18,727 34,472

Inventories 7 234,696 237,899

Other financial assets 8 50,044 21,000

Total current assets 3,947,815 1,270,712

Non-current

Mine properties and development assets 9 629,900 629,900

Exploration and evaluation assets 10 37,161,295 37,934,470

Property, plant and equipment 11 13,574,270 13,752,823

Right-of-use Assets 255,068 334,568

Other financial assets 8 5,481,357 5,475,357

Total non-current assets 57,101,890 58,127,118

Total assets 61,049,705 59,397,830


Liabilities

Current

Trade and other payables 12 5,883,166 8,467,206

Provisions 13 335,585 294,699

Borrowings 14 19,279,253 40,278,049

Lease liabilities 123,678 111,183

Total current liabilities 25,621,682 49,151,137

Non-current

Provisions 13 7,631,165 7,620,743

Lease liabilities 152,569 231,609

Borrowings 14 4,654,124 98,605

Total non-current liabilities 12,437,858 7,950,957

Total liabilities 38,059,540 57,102,094

Net assets 22,990,165 2,295,736










This statement should be read in conjunction with the notes to the financial statements.

Manuka Resources Ltd
For the half-year ended 31 December 2025





Page | 12


Consolidated Condensed Interim Statement of

Financial Position (continued)

As at 31 December 2025


Notes 31 December

2025

30 June

2025

$ $

Equity

Share Capital 16 105,436,223 72,948,453

Share based payment reserve 17 4,654,306 1,701,146

Foreign Currency Translation reserve (1,512,744) 358,475

Accumulated losses (85,587,620) (72,712,338)

Total equity 22,990,165 2,295,736










































This statement should be read in conjunction with the notes to the financial statements.

Manuka Resources Ltd
For the half-year ended 31 December 2025





Page | 13


Consolidated Condensed Interim Statement of

Changes in Equity

For the half-year ended 31 December 2025


Share

Capital


Share-based

payment reserve

Foreign

Currency

Translation

Accumulated

losses

Total equity

$ $ $ $ $

Balance as at 1 July 2024

71,396,811 5,253,710 (27,113) (59,613,257) 17,010,151

Loss for the period

- - - (8,369,652) (8,369,652)

Other comprehensive loss

- - (292,923) - (292,923)

Total comprehensive loss for the period

- - (292,923) (8,369,652) (8,662,575)

Contribution of equity

253,000 - - - 253,000

Share based payments

- 181,638 - - 181,638

Share issue costs

(147,148) - - - (147,148)

Balance as at 31 December 2024

71,502,663 5,435,349 (320,036) (67,982,908) 8,635,068


Balance as at 1 July 2025

72,948,453 1,701,146 358,475 (72,712,338) 2,295,736

Loss for the period

- - - (12,875,283) (12,875,283)

Other comprehensive loss

- - (1,871,219) - (1,871,219)

Total comprehensive loss for the period

- - (1,871,219) (12,875,283) (14,746,502)

Contribution of equity

34,004,887 - - - 34,004,887

Share based payments

- 2,953,160 - - 2,953,160

Share issue costs

(1,517,117) - - - (1,517,117)

Balance as at 31 December 2025

105,436,223 4,654,306 (1,512,744) (85,587,620) 22,990,165























This statement should be read in conjunction with the notes to the financial statements.

Manuka Resources Ltd
For the half-year ended 31 December 2025


Page | 14

Consolidated Condensed Interim Statement of Cash

Flows

For the half-year ended 31 December 2025




31 December

2025


31 December

2024

$ $

Operating activities

Receipts from customers - 3,627

Payments to suppliers and employees (7,914,501) (3,345,209)

Other income 201,583 347,441

Finance costs paid - (277,595)

Net cash used in operating activities (7,712,918) (3,271,736)

Investing activities

Acquisition of property, plant and equipment (104,490) -

Disposal of property, plant and equipment - 61,127

Payments for development and exploration assets (715,696) (204,743)

Exploration Bonds (3,000) 26,000

Security Bond (32,044) 23,565

Net cash used in investing activities (855,230) (94,051)

Financing activities

Repayments of borrowings (40,374,910) (15,915,895)

Proceeds from borrowings 30,536,384 19,224,285

Repayment of lease liabilities 12,495 (135,284)

Proceeds from issues of ordinary shares 21,382,536 253,000

Costs of issue of ordinary shares (1,517,117) (147,148)

Net cash from financing activities 10,039,388 3,278,958

Net change in cash and cash equivalents 1,471,240 (86,829)

Cash and cash equivalents, at beginning of the period 968,645 2,125,350

Cash and cash equivalents, at end of period 2,439,885 2,038,521


















This statement should be read in conjunction with the notes to the financial statements.

Manuka Resources Ltd
For the half-year ended 31 December 2025

Page | 15

Notes to the Financial Statements

1 Nature of operations

The principal activities of Manuka Resources Ltd comprise exploration, mine development, mining and

processing of silver and gold, as well as completing the approval process and bringing its Taranaki VTM project

into production.

During the financial half-year ending 31 December 2025, the Company’s principal activities related to the

refinance of Manuka’s senior secured debt facility, the arrangement of a restart finance package and

operational preparation for implementation once the dual finance components had been completed. In

September 2025 the refinance of TransAsia’s senior security was completed and four weeks later the Company

completed a two-tranche capital raising (first tranche to be paid promptly with funds from the second tranche

to occur following shareholder approval from Manuka’s AGM, which was granted in late November. On 1

December 2025 the Company announced that it had executed a draft term sheet for a comprehensive restart

debt facility with

Nebari Natural Resources Credit Fund.

At time of writing, this facility has been completed and the first tranche – US$26million out of a total of US$30

million, has now been drawn.

2 Basis of preparation

The interim consolidated financial statements of the Group are for the six months ended 31 December 2025

and are presented in Australian dollars ($), which is the functional currency of the parent company.

These interim condensed consolidated financial statements have been prepared in accordance with the

requirements of the Corporations Act 2001 and AASB 134 Interim Financial Reporting. They do not include all

the information required in annual financial statements in accordance with Australian Accounting Standards

and should be read in conjunction with the consolidated financial statements of the Group for the year ended

30 June 2025 together with any public announcements made during the half-year ended 31 December 2025.

The interim financial report has been approved and authorised for issue by the board of directors on 16 March

2025.

2.1 Going Concern

The financial statements have been prepared on the going concern basis, which contemplates continuity of

normal business activities and the realisation of assets and discharge of liabilities in the normal course of

business.

As disclosed in the financial statements, the group incurred a loss of $12,875,283 and had net cash outflows

from operating activities of $7,712,918 for the half-year ended 31 December 2025. As at that date the

company had net current liabilities of $21,673,867.

These factors indicate a material uncertainty which may cast significant doubt as to whether the Group will

continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the

normal course of business and at the amounts stated in the financial report.


The ability to continue as a going concern is dependent on several factors, including:

• Continue to manage the creditor book and repayment of long dated and past due creditors via funds

from capital raising, conversion of debt to equity or the use of working capital/short term loan

facilities as required.

Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 16


• The Company has entered into definitive loan documentation for a US$30 million senior secured term

facility. The facility will be used to refinance the Group’s existing debts (note 14) as well as providing

further funding for its silver and gold mining projects.

• The ability of the Group to commence silver production profitably and consistently as planned at

Wonawinta.

• Raising additional funds in the capital markets.

• Sell down, divest or farm out its non-current assets.


The Directors are confident that the above steps can be achieved based on:

• History of success in raising funds in the market, as previously demonstrated since Manuka’s IPO in

July 2020.

• The level of support extended from key suppliers and creditors to date all of whom are displaying a

strong interest in seeing the Company return to steady gold or silver production.

• High gold and silver prices which both lend themselves to a profitable resumption of production from

material from either the Wonawinta silver project or the Mt Boppy gold project.


Accordingly, the Directors believe that the Group will be able to continue as a going concern and that it is

appropriate to adopt the going concern basis in the preparation of the financial report.


The financial report does not include any adjustments relating to the amounts or classification of recorded

assets or liabilities that might be necessary if the Group does not continue as a going concern.

3 Material accounting policies

These general-purpose financial statements for the interim half-year reporting period ended 31 December

2025 have been prepared in accordance with Australian Accounting Standard 134 ‘Interim Financial Reporting’

and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134

ensures compliance with International Financial Reporting Standard IAS 34 ‘Interim Financial Reporting’.

These general-purpose financial statements do not include all the notes of the type normally included in

annual financial statements. Accordingly, these financial statements are to be read in conjunction with any

public announcements made by the Company during the interim reporting period in accordance with the

continuous disclosure requirements of the Corporations Act 2001.

The accounting policies adopted are consistent with those of the previous financial year and corresponding

interim reporting period, unless otherwise stated.


New, revised or amending Accounting Standards and Interpretations adopted

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations

issued by the

Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

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

adopted.

4 Segment reporting

Identification of reportable segments

The Group has identified operating segments based on the internal reports that are reviewed and used by the

board of directors (chief operating decision makers) in assessing performance and determining the allocation

of resources. Currently all the Group’s gold and silver tenements and resources are in New South Wales.

Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 17


Three operating segments have been identified:

• Exploration - Australia: Exploration of existing gold and silver leases and exploration leases at

Wonawinta and Mt Boppy projects

• Exploration – NZ: Exploration of acquired mining and exploration leases at the Taranaki VTM Project

(New Zealand)

• Operations: being the appraisal, development and processing of gold and silver deposits

The following table presents revenue and loss information regarding operating segments for the half-year

periods ended 31 December 2025 and 31 December 2024.

Half-year ended 31 December 2025

Exploration

NZ

Exploration

Australia


Operations Total

$ $ $ $

Segment revenue (external customers) - - - -

Segment cost of sales - - - -

Segment operating contribution - - - -

Other income

- - 348,376 348,376

Expenses

(37,361) (75,810) (7,236,492) (7,349,663)

Foreign exchange gains / (losses)

- -

441,987 441,987

Finance expenses

- - (6,315,983) (6,315,983)

Profit / (loss) before income tax

(37,361) (75,810) (12,762,112) (12,875,283)


Half-year ended 31 December 2024 Exploration

NZ

Exploration

Australia


Operations

Total

$ $ $ $

Segment revenue (external customers) - - - -

Segment cost of sales - - - -

Segment operating contribution - - - -

Other income - -

347,441 347,441

Expenses

(24,559) (21,973) (3,195,286) (3,241,818)

Share based payments - -

(2,046,073) (2,046,073)

Finance expenses - -

(3,429,202) (3,429,202)

Profit / (loss) before income tax

(24,559) (21,973) (8,323,120) (8,369,652)



Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 18


The following table presents segment assets and liabilities of operating segments at 31 December 2025 and

30 June 2025.

Segment Assets

Exploration

NZ

Exploration

Australia


Operations Total

$ $ $ $

As at 31 December 2025

24,732,456 12,428,839 22,888,410 60,049,705



As at 30 June 2025

26,606,684 11,327,786 21,463,360 59,397,830


Segment Liabilities

Exploration

NZ

Exploration

Australia


Operations Total

$

As at 31 December 2025

- 96,871 37,962,669 38,059,540



As at 30 June 2025

- 266,408 56,835,686 57,102,094


Revenue and assets by geographical region

The Company's revenue is derived from sources and assets located wholly within Australia.

Major customers

The Company currently delivers all its product to one off taker.

5 Revenue and other income

Notes


31 December

2025

31 December

2024

$ $

(a) Operating sales revenue

Sale of mineralised ore – gold - -

Sale of mineralised ore – silver - -

Total revenue from contracts with customers - -


(b) Other income

Other income 348,376

347,441

Total other income 348,376

347,441


Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 19



6 Expenses

(a) Other expenses



31 December

2025

31 December

2024

$ $

Professional expenses 4,302,725 959,296

Employment expenses 1,041,435 422,074

Depreciation and amortisation 211,243 178,617

Other expenses 1,794,260 1,681,831

Share Based payment expense 803,086 -

Total other expenses 8,152,749 3,241,818


(b) Finance expenses



31 December

2025

31 December

2024

$ $

Interest expense 751,013 1,777,302

Discounting and change of rehabilitation provisions - (294,683)

Discounting impact of financial assets - (325,655)

Share-based payments to lenders 2,150,074 181,638

Other finance charges 2,611,810 2,090,600

Total finance expenses 5,512,897 3,429,202


7 Inventories

Inventories consist of the following:



31 December

2025

30 June

2025

$ $

Consumables supplies and spares 234,696 237,899

Inventories at cost or net realisable value 234,696 237,899


Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 20



8 Other financial assets


Notes


31 December

2025

30 June

2025

$ $

Other financial assets comprise the following:

Current assets at historical cost

Mt Boppy Resources - Deposits for exploration bonds 18,000 21,000

Security Deposit 32,044 -

Total current other financial assets 50,044 21,000

Non-current assets at amortised cost

Manuka Resources - Deposit for environmental bond (a) 4,279,284 4,279,284

Mt Boppy Resources – Deposit for environmental bond (b) 1,044,191 1,044,191

Term Deposit (a) 157,882 151,882

Total non-current other financial assets 5,481,357 5,475,357

Total other financial assets 5,531,401 5,496,357


The carrying amount of other financial assets is considered a reasonable approximation of fair value stated

below:

(a) The Environmental Bond and the Term Deposit in the name of Manuka Resources Ltd have been

amortised with reference to a discount rate of 3.87% (2025: 3.87%) over an 8 year (2025: 8 year) period.

(b) The Environmental Bond Deposits in the name of Mt Boppy Resources Pty Ltd have been amortised with

reference to a discount rate of 3.42% (2025: 3.42%) over a 4 year (2025: 4 year) period.

Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 21



9 Development assets and mine properties

Notes 31 December

2025

30 June

2025

$ $

Development assets at cost

197,500 197,500

Rehabilitation cost estimates

- -

Accumulated impairment

(182,767) (182,767)

Accumulated amortisation (14,733) (14,733)

Net carrying amount -

-


Mine properties at cost 7,233,025 7,233,025

Accumulated impairment - -

Accumulated amortisation

(6,603,125) (6,603,125)

Net carrying amount 629,900 629,900



Notes


31 December

2025

30 June

2025

$ $

Total development assets and mine properties at cost

7,430,525 7,430,525

Rehabilitation cost estimates


-

-

Impairment of mine properties


-

-

Accumulated amortisation (6,800,625) (6,800,625)

Total net carrying amount 629,900 629,900


Development assets and mine properties are amortised using the units-of -production method, based on

actual production relative to the estimated recoverable reserves of the relevant mining area.


10 Exploration and evaluation assets

Exploration and evaluation costs carried forward in respect of areas of interest:

Notes


31 December

2025

30 June

2025

$ $

Exploration assets

Opening net book amount

37,934,470 36,549,107

Transfer to development assets -

-

Foreign currency translation movements (1,871,219)

399,149

Exploration and evaluation costs during the year

1,098,044 986,214

Net book value

37,161,295

37,934,470


Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 22


11 Property, plant and equipment

The following tables show the movements in property, plant and equipment:



Land IT Equipment Plant & Equipment

Fixtures &

Fittings

Motor

Vehicles

Total


$ $ $ $ $ $

Year ended 30 June 2025

Opening net book value

754,994 7,652 13,650,517 42,504 436,233 14,891,900

Additions

- 2,888 - - - 2,888

Disposals

- - (706,488) - (43,377) (749,865)

Depreciation

- (3,020) (328,153) (8,738) (52,189) (392,100)

Closing net book value

754,994 7,520 12,615,876 33,766 340,667 13,752,823


Period ended 30 June 2025


Cost

754,994 121,435 16,567,107 80,595 704,120 18,228,251

Accumulated Depreciation

- (113,915) (3,951,231) (46,829) (363,453) (4,475,428)

Net book value

754,994 7,520 12,615,876 33,766 340,667 13,752,823



Balance as at 1 July 2025

754,994 7,520 12,615,876 33,766 340,667 13,752,823

Additions

- 4,791 99,698 - - 104,489

Disposals

- - (150,209) - - (150,209)

Depreciation

- (2,883) (105,615) (3,476) (20,859) (132,833)

Closing net book value

754,994 9,428 12,459,750 30,290 319,808 13,574,270



Balance 31 December 2025



Cost

754,994 126,022 16,273,516 80,595 704,121 17,939,248

Accumulated Depreciation

- (116,594) (3,813,766) (50,305) (384,313) (4,364,978)

Net book value

754,994 9,428 12,459,750 30,290 319,808 13,574,270


12 Trade and other payables

Notes


31 December

2025

30 June

2025

$ $

Current

Trade creditors

3,578,904 7,215,770

Other creditors and accruals

2,304,262 1,251,436

Total trade and other payables

5,883,166 8,467,206


Trade and other payables amounts are short-term. The carrying values of trade payables and other payables

are a reasonable approximation of fair value.

Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 23


13 Provisions



31 December

2025

30 June

2025

$ $

Current

Employment provisions

335,585 294,699

Total current provisions

335,585 294,699

Non-current

Employment provisions

117,231 106,808

Rehabilitation provisions 13.1

7,513,934 7,513,935

Total non-current provisions 7,631,165 7,620,743

Total provisions 7,966,750 7,915,442



13.1 Rehabilitation provisions

Rehabilitation provisions split between the parent and subsidiary are as follows:

Notes


31 December

2025

30 June

2025

$ $

Rehabilitation provisions

Manuka Resources Ltd (Wonawinta project) 6,175,633 6,175,633

Mt Boppy Resources Ltd 1,338,301 1,338,301

Total rehabilitation provisions 7,513,934 7,513,934


Provisions made for rehabilitation are recognised where there is a present obligation because of exploration,

development or production activities having been undertaken, and it is probable that an outflow of economic

benefits will be required to settle the obligation. The estimated future obligations include the costs of

removing facilities, abandoning mining activities and restoring the affected areas. The provision for future

rehabilitation costs is the best estimate of the present value of the expenditure required to settle the

obligation at the reporting date, based on current legal requirements and technology. Future rehabilitation

costs are reviewed annually, and any changes are reflected in the present value of the rehabilitation provision

at the end of the reporting period. The amount of the provision for future rehabilitation costs relating to

exploration and development activities is capitalised as a cost of those activities. If the effect is material,

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 where appropriate the risks specific to the liability.

The fair value of the rehabilitation provision for Manuka Resources has been calculated with reference to an

inflation rate of 2.6% (2025: 2.6%) and a discount rate of 3.89% (2025: 3.89%) over 3.5 years (2025: 3.5 years).

With the recommencement of processing at Mt Boppy forecast to continue for up to five years, the

rehabilitation provision has been calculated with reference to an inflation rate of 2.6% (2025: 2.6%) and a

discount rate of 3.89% (2025: 3.89%) over 3.5 years (2025: 3.5 years).

The Company is required by the relevant regulatory authorities to ensure that appropriate rehabilitation is

carried out on tenements that are mined. The amount of rehabilitation cost is an estimate based upon the

estimated life of each mined tenement, as well as the future timing and cost of such rehabilitation. The

provision is constantly revised as information about the life of mine, depth of mining and cost estimates are

updated.

Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 24



14 Borrowings

Borrowings include the following financial liabilities:



Notes


31 December

2025

30 June

2025


$ $

Senior secured debt facility (net of borrowing costs) (a) - 19,341,010

Working capital facility (b) - 16,675,319

Other loans (c) 16,789 3,988,478

Related party loans (d) 19,262,464 273,242

Total current borrowings 19,279,253 40,278,049



Non-current

Other loans (b) 4,654,124 98,605

Total non-current borrowings 4,654,124 98,605

Total borrowings

23,933,377 40,376,654

The Senior Secured Debt Facility and Working Capital Facility are denominated in US Dollars all other

borrowings are denominated in Australian Dollars.

(a) The Company was informed in September 2025 that the senior secured debt facility was assigned to

existing (non-related) shareholders utilising a trust structure (Trust Debt ). The Company will reimburse the

Trust Debt for any market related fees & expenses.

(b) The Company entered into new agreements with the Working Capital Facility provider. The new

agreements provided for a US$3.0 million term facility and US$4.0 million working capital facility. In

addition, AU$6.43 million of the existing facility was converted to fully paid ordinary shares in the company

at 7.5 cents.

(c) During the period the Company entered into several small short-term asset-based funding agreements.

The details of outstanding loans at 31 December 2025 are as follows:


31 Dec

2025


Av. Interest

Rate


$ % p.a. Expiry date

Vehicle Finance 16,789 12.0% June 2027

Total other loans

16,789



Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 25



(d) The related party loans include the following:




31 December

2025

30 June

2025

$ $

ResCap Investments Pty Ltd (repaid November 2025)

- 273,242

MCP Manager Pty Ltd as Trustee for the MCP Manuka

Unit Trust – 2025 Senior secured debt facility (net of

borrowing costs) (i)

19,262,464

-


i) An entity associated with Mr Haydn Lynch, the company’s Chief Operating Officer, MCP Manager Pty

Ltd acted as Trustee for the MCP Manuka Unit Trust – 2025 (Debt Trust). The Debt Trust acquired the

first ranking secured loan from Trans Asia Private Capital Ltd. The loan balance as at balance date

was US$12,892,367 (A$19,262,464), the interest rate was 14% and the Group is also responsible for

the associated foreign exchange and other costs and fees incurred. The loan was repaid on 27

February 2026.


15 Earnings / (Loss) per share




Six months to 31

December

2025

Six months to 31

December

2024

$ $


Loss for the period attributable to equity holders of the Company


(12,875,283)


(8,369,652)


No of shares

No of shares

Weighted average number of ordinary shares used as the denominator

in calculating basic and diluted loss per share *

1,075,991,298


784,450,423


Cents per share

Cents per share

Basic earnings / (loss) per share

(1.20)

(1.07)

Diluted earnings / (loss) per share

(1.20)

(1.07)


* As the Group made a loss for the period ended 31 December 2025, none of the potentially dilutive securities

were included in the calculation of diluted earnings per share.

Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 26


16 Share Capital

Manuka Resources Limited does not have authorised capital nor par value in respect of its share capital,

comprising only of fully paid ordinary shares. Ordinary shares have the right to receive dividends as declared

and, in the event of a winding up, to participate in the proceeds from 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 proxy, at meetings of Manuka Resources Limited.



31 December

2025

30 June

2025

6 months to 31

December 2025

30 June

2025

# Shares # Shares $ $

Shares issued and fully paid:

• At beginning of period

833,567,669 762,279,188 72,948,453 71,396,811

• share issue 12 Jul 2024 (a)

17,488,481 253,000

• share issue 28 Nov 2024 (b)

31,000,000 1,000,000

• share issue 04 Jun 2025 (c)

22,800,000 445,789

• share issue 05 Aug 2025 (d)

231,817,184


9,968,141


• share issue 08 Oct 2025 (e)

2,000,000


100,800


• share issue 24 Oct 2025 (f)

5,000,000


252,000


• share issue 27 Oct 2025 (g)

34,441,027


2,583,077


• share issue 13 Nov 2025 (h)

3,000,000


151,200


• share issue 28 Nov 2025 (i)

2,000,000


120,000


• share issue 03 Dec 2025 (j)

165,558,973


12,416,923


• share issue 05 Dec 2025 (k)

250,000


15,000


• share issue 05 Dec 2025 (l)

85,733,333


6,430,000


• share issue 17 Dec 2025 (m)

21,137,409


908,909


• share issue 17 Dec 2025 (n)

13,913,200


598,267


• share issue 19 Dec 2025 (o)

6,140,921


460,569


• placement expenses

-

- (1,517,117) (147,148)

Total share capital at end of period 1,404,559,716 833,567,669 105,436,223 72,948,453


a) On 12 July 2024, 17,488,481 ordinary shares were issued, to raise $253,000 as well as $480,000 and

$316,309 in June 2024. This is also part of the capital raise related to the 28 June 2024 issuance in the

previous financial year.

b) On 28 November 2024, 31,000,000 ordinary shares were issued in relation to the conversion of

Convertible Notes. The funds were utilised to support working capital.

c) On 4 June 2025, 22,800,000 ordinary shares were issued as collateral and security following the receipt

of $1,250,000 in funding via the issue of Convertible Notes in November 2024 and June 2025.

d) On 5 August 2025, the Company issued 231,817,184 ordinary shares following completion of a fully

underwritten non-renounceable entitlement offer and associated share issuances to sub-underwriters

and service providers at an issue price of $0.043 per share. Proceeds were applied toward working

capital and corporate purposes.

e) On 8 October 2025, the Company issued 2,000,000 ordinary shares pursuant to the exercise of options.

The shares rank equally with existing fully paid ordinary shares.

Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 27


f) On 24 October 2025, the Company issued 5,000,000 ordinary shares pursuant to the exercise of options

at an issue price of $0.0504 per share. The shares rank equally with existing fully paid ordinary shares.

g) On 27 October 2025, the Company issued 34,441,027 ordinary shares pursuant to a placement to

sophisticated and professional investors at an issue price of $0.075 per share. Proceeds were applied

toward working capital and project development activities.

h) On 13 November 2025, the Company issued 3,000,000 ordinary shares pursuant to the exercise of

options. The shares rank equally with existing fully paid ordinary shares.

i) On 28 November 2025, the Company issued 2,000,000 ordinary shares pursuant to the exercise of

options at an issue price of $0.06 per share. The shares rank equally with existing fully paid ordinary

shares.

j) On 3 December 2025, the Company issued 165,558,973 ordinary shares pursuant to a placement

approved by shareholders at the Company’s 2025 Annual General Meeting at an issue price of $0.075

per share.

k) On 4 December 2025, the Company issued 250,000 ordinary shares pursuant to the exercise of options

at an issue price of $0.06 per share. The shares rank equally with existing fully paid ordinary shares.

l) On 5 December 2025, the Company issued 85,733,333 ordinary shares in satisfaction of an existing trade

finance facility of approximately $6.4 million, resulting in the extinguishment of the outstanding trade

finance facility.

m) On 17 December 2025, the Company issued 21,137,409 ordinary shares at a deemed issue price of $0.043

per share in full satisfaction of a short-term loan facility.

n) On 17 December 2025, the Company issued 13,913,200 ordinary shares pursuant to the conversion of

convertible loans in accordance with their terms approved by shareholders. The shares rank equally with

existing fully paid ordinary shares.

o) On 19 December 2025, the Company issued 6,140,921 ordinary shares pursuant to a placement to a non-

related party investor at an issue price of $0.075 per share. Proceeds were applied toward working

capital purposes.

Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 28


17 Share-based payments

Options over ordinary shares have been granted to employees and Directors and finance providers from time

to time, on a discretionary basis.

Set out below is a summary of the share-based payment options granted:

31 December 2025 30 June 2025


# Options

Weighted

average exercise

price cents # Options

Weighted

average exercise

price cents

Beginning of the period

207,770,048 8 108,491,605 14

Granted

132,826,398 11 131,278,443 6

Forfeited

- - - -

Exercised

(12,250,000) (5) - -

Expired

(45,328,994) (12) (32,000,000) (21)

Outstanding at period end

283,017,452 8 207,770,048 8

Exercisable at period end

283,017,452 8 207,770,048 8


The fair values of options granted were determined using the Black Scholes option pricing model that considers

factors such as the vesting period. The weighted average remaining contractual life of share options

outstanding at the end of the financial period was 1.2 years (30 June 2025: 1.1 years), and the weighted

average exercise price is at 8 cents (30 June 2025: 8 cents).

On 31 December 2025 the total value of the share-based payment reserve is $4,654,306 (30 June 2025:

$1,701,146).


Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 29


18 Commitments for expenditure

18.1 Tenement Commitments

To maintain current rights of tenure to exploration tenements, the Company is required to perform minimum

exploration work to meet the minimum expenditure requirements specified by the State Government. Due to

the nature of the Company’s operations in exploring and evaluating areas of interest, exploration expenditure

commitments beyond twelve months cannot be reliably determined. It is anticipated that expenditure

commitments in subsequent years will be like that for the forthcoming twelve months.

These obligations are not provided for in the financial report and are payable as follows:


31 December

2025

30 June

2025

$ $

Not later than one year 1,189,452 1,077,606

Between 1 year and 5 years 5,048,157 620,653

6,237,609 1,698,259


If the Company decides to relinquish certain leases and/or does not meet these obligations, assets recognised

in the Statement of Financial Position may require review to determine the appropriateness of carrying values.


19 Related party transactions

19.1 Transactions with key management personnel

Key management personnel remuneration includes the following expenses:


Notes

6 months to

31 December

2025

6 months to

31 December

2024

$ $

Short-term employee benefits

667,498 506,010

Post-employment benefits

45,301 3,469

Total remuneration

712,799 509,479


19.2 Other transactions

An entity associated with Mr Haydn Lynch, the company’s Chief Operating Officer, received $210,813

(including GST) for services relating to senior debt solutions surrounding the senior debt assignment.


An entity associated with Mr Haydn Lynch, the company’s Chief Operating Officer, MCP Manager Pty Ltd

acted as Trustee for the MCP Manuka Unit Trust – 2025 (Debt Trust). The Debt Trust acquired the first

ranking secured loan from Trans Asia Private Capital Ltd. The loan balance as at balance date was

US$12,892,367 (A$19,262,464), the interest rate was 14% and the Group is also responsible for the

associated foreign exchange and other costs and fees incurred. The loan was repaid on 27 February 2026.

Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 30




20 Events subsequent to the end of the reporting period

There are no other matters or circumstances that have arisen since the end of the period that has

significantly affected or may significantly affect either the entity’s operations in future financial years, the

results of those operations in future financial years or the entity’s state of affairs in future financial years,

except:

a) On 27 February 2026, the Company entered into a definitive loan documentation for a US$30 million

senior secured term facility with US global resource fund Nebari Natural Resources Credit Fund II LP.

The funds were utilised to repay existing secured debt and provide working capital for the

recommencement of Wonawinta silver and Mt Boppy gold mining and metal processing; and

b) A total of 73.4 million unlisted options were exercised, resulting in the issuance of 73.4 million

fully paid ordinary shares and proceeds of $4.6 million, (before costs).


21 Company Details

The registered office and principal place of business of the Company is:

Manuka Resources Ltd

Level 4 Grafton Bond Building

201 Kent Street, Sydney, New South Wales

Manuka Resources Ltd
For the half-year ended 31 December 2025




Page | 31


Directors’ Declaration

In the opinion of the Directors of Manuka Resources Ltd:

a The financial statements and notes of Manuka Resources Ltd 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 31 December 2025

and of its performance for the financial year ended on that date; and

ii. Complying with Australian Accounting Standard AASB 134 ‘Interim Financial Reporting’, the

Corporations Regulations 2001 and other mandatory professional reporting requirements;

iii. The attached financial statements and notes comply with International Financial Reporting

Standards as issued by the International Accounting Standards Board as described in note 1 to the

financial statements;

b There are reasonable grounds to believe that Manuka Resources Ltd will be able to pay its debts as

and when they become due and payable; and

c a statement that the attached financial statements are in compliance with International Financial

Reporting Standards has been included in the notes to the financial statements.

The directors have been given the declarations by the chief executive officer and chief financial officer required

by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of the Directors made pursuant to section 303(5)(a) of the corporations

Act 2001.





Dennis Karp Alan J Eggers

Executive Chairman Director

Date: 16 March 2026 Date: 16 March 2026


RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the

members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm

which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

RSM Australia Partners

Level 7, 1 Martin Place

Sydney

NSW 2000

Australia

T +61 (02) 8226 4500

F +61 (02) 8226 4501

rsm.com.au

INDEPENDENT AUDITOR’S REVIEW REPORT

To the Members of Manuka Resources Limited

Report on the Half-Year Financial Report

Qualified Conc

lusion

We have reviewed the accompanying half-year financial report of Manuka Resources Limited (the Company) and

its controlled entities (collectively the Group), which comprises the Consolidated Condensed Interim Statement of

Financial Position as at 31 December 2025, the Consolidated Condensed Interim Statement of Profit or Loss and

Other Comprehensive Income, Consolidated Condensed Interim Statement of Changes in Equity and Consolidated

Condensed Interim Statement of Cash Flows for the half-year ended on that date, notes comprising a summary of

material accounting policies and other explanatory information, and the directors’ declaration of the consolidated

entity comprising the company and the entities it controlled at the half-year end or from time to time during the half-

year.

Based on our review, which is not an audit, with the exception of the matter described in the Basis for Qualified

Conclusion, we have not become aware of any matter that makes us believe that the half-year financial report of

Manuka Resources Limited is not in accordance with the Corporations Act 2001 including:

(a)giving a true and fair view of the consolidated entity’s financial position as at 31 December 2025 and of its

performance for the half-year ended on that date; and

(b) complying with Accounting Standard AASB 134 Interim Finan

cial Reporting and Corporations Regulations

2001.

Basis for Qualified Conclusion

Included in Notes 9, Note 10 and Note 11 of the financial statements are exploration and development assets and

property, plant and equipment of a total of $51,365,465. As stated in Note 2.1, the ability of the Group to continue

as a going concern and realise the value of these assets is dependent on a number of factors, the most significant

of which is its ability to refinancing its existing current debt facilities and/or, raising additional funds in the capital

markets and managing its long-dated creditors.

We were unable to obtain sufficient appropriate evidence in relation to the carrying amount of these assets at 31

December 2025 as the Group has identified indicators of impairment but does not presently have sufficient

information to determine the recoverable amount. The Group is required to assess the recoverable amount with

reference to a discounted cash flow model, however the mine and production plan to be included in this model

cannot be determined at this time as it is dependent on the Group’s ability to raise additional funds from the capital

markets while continuing to negotiate further loan extensions. Consequently, we were unable to determine whether

any adjustments to these carrying amounts were necessary.

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We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the
Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for the

Review of the Financial Report section of our report. We are independent of the Company in accordance with the

auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting

Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including

Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We

have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the

directors of Manuka Resources Limited, would be in the same terms if given to the directors as at the time of this

auditor’s report.

Material Uncertainty Related to Going Concern


We draw attention to Note 2.1 in the financial report, which indicates that the Company incurred a net loss of

$12,875,283 during the half year ended 31 December 2025 and, as of that date, the Company's current liabilities

exceeded its current assets by $21,673,867. As stated in Note 2.1, these events or conditions, along with other

matters as set forth in Note 2.1, indicate that a material uncertainty exists that may cast significant doubt on the

Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


Directors' Responsibility for the Half-Year Financial Report

The directors of the Manuka Resources Limited are responsible for the preparation of the half-year financial report

that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001

and for such internal control as the directors determine is necessary to enable the preparation of the half-year

financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility for the Review of the Financial Report

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted

our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report

Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures

described, we have become aware of any matter that makes us believe that the half-year financial report is not in

accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial

position as at 31 December 2024 and its performance for the half-year ended on that date; and complying with

Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.


A review

of a half-year financial report consists of making enquiries, primarily of persons responsible for financial

and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope

than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to

obtain assurance that we would become aware of all significant matters that might be identified in an audit.

Accordingly, we do not express an audit opinion.


Cameron Hume

Partner

RSM Australia Partners

Sydney

16 March 2026

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