Annual Financial Report

Taiko Critical Minerals Limited
Financial Report for the Year Ended
31 March 2026
Taiko Critical Minerals Limited is a company limited by shares, domiciled in New Zealand.
The Company is registered under the New Zealand Companies Act 1993.

CORPORATE DIRECTORY
Board and Management
Philip Thick Non-Executive Chairman
Geoffrey Donohue Non-Executive Director
Christine Pears Non-Executive Director
Francois Tumuhai Non-Executive Director
Robert Brand Chief Executive Officer
Paul Mason CFO & Company Secretary
Registered Office & Principal Place of Business
c/o PriceWaterhouseCoopers
Level 26 PwC Tower
15 Customs Street West
Auckland Central, Auckland 1010, New Zealand
Email: info@taikocm.co.nz
Web: www.taikocm.co.nz
Company Number 5824110
NZBN 9429042010715
Incorporation Date 5 October 2015
Auditors Vinay Sheoran, Audit Partner at Hall Chadwick NSW
Registry MUFG Pension & Market Services

CONTENTS
DIRECTORS’ REPORT ..................................................................................................................... 1
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ....................................... 4
STATEMENT OF FINANCIAL POSITION ............................................................................................ 5
STATEMENT OF CHANGES IN EQUITY ............................................................................................. 6
STATEMENT OF CASH FLOWS ........................................................................................................ 7
NOTES TO THE FINANCIAL STATEMENTS ....................................................................................... 8
DIRECTORS’ DECLARATION ......................................................................................................... 28
INDEPENDENT AUDITOR’S REPORT .............................................................................................. 29
MINERAL RESOURCE AND TENEMENTS ......................................................................................... 35
STATUTORY DISCLOSURES .......................................................................................................... 37
CORPORATE GOVERNANCE .......................................................................................................... 39

TAIKO CRITICAL MINERALS LIMITED DIRECTORS’ REPORT
DIRECTORS’ REPORT
The Directors present their report of Taiko Critical Minerals Limited (Taiko or the Company)
(formerly TiGa Minerals & Metals Limited) for the year ended 31 March 2026.
Directors
The following persons were directors of the Company during the whole of the financial year
and up to the date of this report, unless noted otherwise):
Philip Thick Non-Executive Chairman
Geoffrey Donohue Non-Executive Director
Christine Pears Non-Executive Director (appointed 15 October 2025)
Francois Tumuhai Non-Executive Director (appointed 15 October 2025)
Robert Brand Managing Director & Chief Executive Officer (resigned as a Director on
27 January 2026, though remains as Chief Executive Officer)
Principal activity
The principal activity of Taiko during the year was exploration and evaluation of the Barrytown
Mineral Sands Project (Project) in the South Island of New Zealand. During the year there was
no change in the nature of this activity.
Financial results
The loss of the Company for the year ended 31 March 2026 was $8,690,925 (2025: loss
$2,954,331).
Dividends
No dividends have been declared since the end of the previous financial year and no
dividends have been recommended by the Directors.
Significant changes in the state of affairs
During the year there has been no significant change in the state of affairs of the Company.
Operations and financial review
The Company has continued towards its goal of becoming a successful producer of critical
minerals on the West Coast of New Zealand. Significant developments include:
 Completion of a resource drilling campaign on the Southern Resource Block at
Barrytown.
 Grant of resources consent for the Mineral Separation Plant at Rapahoe.
 Lodgement of an application for resource consent for the Southern Resource Block at
Barrytown was submitted on 5 June 2026.
 Listing on the New Zealand Stock Exchange in March 2026.
 Successful completion of an Entitlement Offer and associated Shortfall Offer. A total of
65,837,393 shares were issued to raise $7.258m from the offers.
 Convertible notes with a face value of $650,000 were issued on 21 August 2025.
 Convertible notes with value of $2.785m, including accrued interest, were converted to
25,315,978 shares in the Company on 1 October 2025 at a conversion price of A$0.10 or
NZ$0.11.
 A loan facility of A$2m was drawn down in April and May 2025. This loan, plus accrued
interest, was converted to A$2.136m of convertible notes on 31 December 2025 on the
same terms as existing convertible notes on issue.
 The terms of the convertible notes were amended to:
o extend the expiry date to 31 December 2027; and
o change the conversion price to the lower of A$0.10 and 50% of a future IPO
price.
All other terms remain unchanged. (refer Note 13).
The Company is continuing to upgrade the Project pre-feasibility study to full feasibility level,
including upgrading the resource model to incorporate the assay results from the Southern
Resource Block drilling program referred to above.
Page | 1

TAIKO CRITICAL MINERALS LIMITED DIRECTORS’ REPORT
At Balance date the Company had net liabilities of $401,686 (2025: net liabilities of
$1,527,735). The decrease in net liabilities of $1,126,049 arose primarily from shares and
options issued of $9,816,974, net of the loss for the year of $8,690,925. Significant items
contributing to the loss are the unrealised loss on revaluation of the derivative of $2.1m and
amortisation of the embedded derivative asset of $1.4m (refer note 4)
Events since the end of the financial year
Taiko lodged its substantive application under the Fast Track Approvals Act 2024 for the Southern
Block, comprising the Canoe Creek, Barrytown Farms and Cargill South Blocks of the Barrytown
Critical Minerals Project, on 5 June 2026.
Except for the matter above, there has not arisen, in the interval between the end of the financial
year and the date of this report, any item, transaction or event of a material and unusual nature
likely, in the opinion of the Directors, to affect significantly the operations, the results of those
operations, or the state of affairs of the Company in future financial years.
Likely developments and expected results of operations
The Directors are not aware of any developments that might have a significant effect on the
operations of the Company in subsequent financial years not already disclosed in this report.
Environmental regulation
The Company is subject to significant environmental regulation in respect of its exploration
and evaluation activities. Exploration and mining permits in New Zealand are granted subject
to a number of conditions, including adherence to environmental regulations with strict controls
on clearing, pollution, protection of wildlife and rehabilitation of sites on completion of
activities.
Taiko conducts its exploration and evaluation activities in an environmentally sensitive manner and
is not aware of any breach of statutory conditions or obligations.
Auditors’ remuneration
During the year the following fees were paid or payable for audit services:
Hall Chadwick NSW $50,366 (2025: $54,185)
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Statutory Disclosures Pursuant to Section 211 of the Companies Act 1993
Directors’ Interests
The following entries were recorded in the Interests Register during the financial year ended
31 March 2026:
TAIKO CRITICAL MINERALS LIMITED DIRECTORS’ REPORT
Director
Nature of Interest
1


Philip Thick
Issue of 500,000 options
December 2028.
exercisable at $0.15,
expiring
31
Geoffrey Donohue
Issue of 500,000 options
December 2028.
exercisable at $0.15,
expiring
31
Christine Pears
Issue of 500,000 options
December 2028.
exercisable at $0.15, expiring 31
Francois Tumahai
Issue of 500,000 options
December 2028.
exercisable at $0.15,
expiring
31
Robert Brand -


1
Refer to Note 25 of the financial statements for further details of options issued to Directors.

Directors’ Remuneration and Other Benefits
The total remuneration and other benefits received by each director during the financial year
ended 31 March 2026 are set out below:
Director
Director
Fees
($)
Share-Based
Payments
($)
Other
Benefits
($)
Total
($)
Philip Thick
67,790 26,500 - 94,290
Geoffrey Donohue
45,803 26,500 - 72,303
Christine Pears
1
25,430 26,500 - 51,930
Francois Tumahai 20,807 26,500 - 47,307
Robert Brand
2
– - - -
Total 159,830 106,000 - 265,830

1
Includes $4,623 ($10,000pa) paid for her role as Chair of the Audit and Risk Committee since
appointment on 15 October 2025.

2
Fees of $552,904 were paid to Eclipse Resources Management Pty Ltd (Eclipse) for services
provided by Robert Brand as Managing Director and CEO. This amount includes a bonus of
A$180,273 payable to Eclipse for Mr Brand’s services. The fees are for the period while Mr
Brand was a Director (resigned 27 January 2026). The Company pays Eclipse an annual fee of
A$360,000pa for his services as CEO. In addition, performance rights and a bonus agreement
are in place is respect of the services of Mr Brand (refer to Note 25). The agreement with
Eclipse for the services of Mr Brand expires 31 January 2028.

As at the year-end Directors had invoiced, but not fully settled, directors’ fees of $18,009 (2025:
$22,004).
The Company has a Directors & Officers Liability insurance policy in place covering claims against
Directors and officers of the Company for alleged wrongful acts.
Non-audit services
During the year ended 31 March 2026 and in the previous financial year there were no fees
paid or payable for non-audit services provided by the auditors of the Company.
This report is signed in accordance with a resolution of the Directors.

P Thick C Pears
Chairman Director
Auckland
16 June 2026
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TAIKO CRITICAL MINERALS LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
Other income
Project feasibility and resource consent application
expenditure
Administration expenses
Corporate and regulatory expenses
Revaluation of derivative
Foreign exchange
Finance costs
Loss before income tax
Income tax benefit
Notes
4(a)
4(b)
4(c)
14
4(d)
2026
$
2025
$
7,579
-
(554,338)
(2,468,581)
(2,125,604)
(708,452)
(2,841,529)
4,943
(1,153,930)
(229,104)
(1,018,817)
883,517
(1,440,940)
(8,690,925)
-
(2,954,331)
-
Loss after income tax

(8,690,925) (2,954,331)
Loss attributable to owners of Taiko Critical Minerals

Limited

(8,690,925) (2,954,331)
Other comprehensive income for the year

- -
Total comprehensive loss for the year attributable to
the ordinary equity holders of the Company

(8,690,925) (2,954,331)
Loss per share attributable to the ordinary
equity holders of the Company

Basic and diluted loss per share (cents per share)
6
(2.4) (0.9)

The above statement of profit or loss and other comprehensive income should be read
in conjunction with the accompanying notes.
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TAIKO CRITICAL MINERALS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
CURRENT ASSETS
Notes 2026
$
2025
$

Cash and cash equivalents 20(c) 2,851,201 159,860
Trade and other receivables 8 142,177 68,743
Total Current Assets

2,993,378 228,603
NON-CURRENT ASSETS

Deposits
9 320,000 -
Right of use asset
15 125,256 121,836
Exploration & evaluation
10 9,592,866 5,188,748
Total Non-Current Assets

10,038,122 5,310,584
TOTAL ASSETS

13,031,500 5,539,187
CURRENT LIABILITIES

Trade and other payables
11 1,752,375 1,351,865
Advances 12 - 182,729
Convertible notes 13 - 5,373,527
Derivative 14 - 40,812
Lease liability
15 5,161 18,187
Total Current Liabilities

1,757,536 6,967,120
NON-CURRENT LIABILITIES

Accrued interest 11 1,043,289 -
Convertible notes 13 235,370 -
Derivative 14 10,290,474 -
Lease liability
15 106,517 99,802
Total Non-Current Liabilities

11,675,650 99,802
TOTAL LIABILITIES

13,433,186 7,066,922
NET LIABILITIES

(401,686) (1,527,735)
EQUITY

Contributed equity
17 19,487,522 10,041,548
Reserves 18 1,550,573 1,179,573
Accumulated losses 19
(21,439,781) (12,748,856)
TOTAL DEFICIT

(401,686) (1,527,735)

The above statement of financial position should be read in conjunction with the accompanying
notes.
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TAIKO CRITICAL MINERALS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
Balance at
Contributed
equity
$
Share-
based
payment
reserve
$
Performance
rights
reserve
$
Accumulated
losses
$
Total equity
/ (deficit)
$

31 March 2024 9,835,491 57,874 516,871 (9,794,525) 615,711
Total comprehensive
loss for the year:

Loss for the year
-
- - (2,954,331) (2,954,331)
Total comprehensive
loss for the year -
- - (2,954,331) (2,954,331)
Transactions with
owners in their
capacity as owners
Issue of shares net
of costs
206,057 - - - 206,057
Performance rights
vested though not
exercised
- - 604,828 - 604,828
Balance at

31 March 2025 10,041,548 57,874 1,121,699
(12,748,856) (1,527,735)
Total comprehensive
loss for the year:

Loss for the year
-
- - (8,690,925) (8,690,925)
Total comprehensive
loss for the year
- - - (8,690,925) (8,690,925)
Transactions with
owners in their
capacity as owners
Issue of shares net
of costs
9,445,974 - - - 9,445,974
Issue of options for
services
- 371,000 - - 371,000
Balance at

31 March 2026 19,487,522 428,874 1,121,699
(21,439,781) (401,686)

The above statement of changes in equity should be read in conjunction with the accompanying
notes.
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TAIKO CRITICAL MINERALS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2026
Cash flows from operating activities
Notes
2026
$
2025
$

Payments in the course of operations

(2,080,232) (3,127,189)
Interest received

5,122 4,943
Interest paid

(2,166)
-
Net cash outflow from operating activities 20(a) (2,077,276) (3,122,246)
Cash flows from investing activities

Deposits

(320,000) -
Exploration and evaluation

(4,189,833) (566,708)
Net cash outflow from investing activities

(4,509,833) (566,708)
Cash flows from financing activities

Proceeds from issue of shares net of costs

6,818,323 -
Proceeds from issue of convertible notes

650,000 3,630,810
Proceeds from borrowings net of costs

2,010,690 -
Repayment of finance lease

(17,834)
-
Repayment of advances

(182,729) (64,638)
Net cash inflow from financing activities

9,278,450 3,566,172
Net increase/(decrease) in cash and cash equivalents

2,691,341 (122,782)
Cash and cash equivalents at the beginning of
the financial year

159,860 282,642
Cash and cash equivalents at the end of the financial year
20(c)
2,851,201 159,860

The above statement of cash flows should be read in conjunction with the accompanying notes.
Page | 7

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
1. CORPORATION INFORMATION
The financial statements presented here are for Taiko Critical Minerals Limited (Taiko or the Company),
incorporated and domiciled in New Zealand, registered under the Companies Act 1993 and listed on the
New Zealand Stock Exchange. Taiko is engaged in the business of critical minerals exploration and
extraction.
These financial statements were authorised for issue and approved by the directors on the date noted on
page 3.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In order to assist in the understanding of the financial statements, the following summary explains the
material accounting policies that have been adopted in the preparation of the accounts.
Basis of Preparation
The company is an FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013 and
the financial statements have been prepared in accordance with the Financial Reporting Act 2013 and the
Companies Act 1993.
The financial statements have been prepared in accordance with New Zealand Generally Accepted
Accounting Practice (NZ GAAP) and comply with New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) and with International Financial Reporting Standards (IFRS).
The Company is a Tier 1 for profit entity.
Amounts are rounded to the nearest dollar, unless otherwise stated.
Measurement Base
The financial statements are presented in New Zealand dollars (NZD, $), which is also the Company’s
functional currency. References to Australian dollars are designated A$.
The financial statements have been prepared on an historical cost basis, except where noted
otherwise.
Going Concern
The financial statements have been prepared on a going concern basis which assumes the continuity of
normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course
of business.
For the year ended 31 March 2026, the Company incurred a loss from operations of $8,690,925 (2025:
$2,954,331) and recorded cash outflows from operating activities and exploration and evaluation of
$6,267,109 (2025: $3,688,954). As at 31 March 2026, the Company had net working capital of $1,235,841
(2025: deficit of $6,738,517) with cash of $2,851,201 (2025: $159,860) available.
The Company is continuing evaluation of the Barrytown Mineral Sands Project (Project) and was
successful in obtaining resource consent for part of this project in April 2024 and for the site of the
Mineral Separation Plant in October 2025. An application for resource consent for the larger Southern
Resource Block was submitted in April 2026. The Company’s ability to fund ongoing exploration and
evaluation of the Project and continue as a going concern is dependent upon it maintaining sufficient
funds to continue to meet planned Project expenditure. To fund this work, the Company will need to
raise further capital via the issue of convertible notes, loans, the issue of shares or a combination of
these.
The Directors are satisfied the Company will be successful in raising the additional funds, having
demonstrated this with the raising of $9,479,013 during the year from the issue convertible notes and
shares and drawdown of a loan.
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TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued) Going Concern (continued)
Based on cash flow forecasts and other factors referred to above, the directors are satisfied that the going
concern basis of preparation is appropriate.
Should the Company be unable to raise sufficient funds, there is material uncertainty whether it would
continue as a going concern and therefore whether it would realise its assets and extinguish its
liabilities other than in the normal course of business and at amounts different to those stated in the
financial statements. The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or to the amounts or classification of
liabilities that might result should the Company be unable to continue as a going concern and meet its
debts as and when they fall due.
New Accounting Standards, interpretations and amendments adopted by the Company
The accounting standards and interpretations relevant to the operations of the Company are
consistent with those of the previous financial year.
A number of new standards, amendments to standards and interpretations which are not yet
mandatorily applicable to the Company have not been applied in preparing these financial statements
and none are expected to be relevant to the Company. The Company does not plan to adopt these
standards early.
There have been no changes in accounting policies. All policies have been applied on a basis consistent with
those used in the previous year.
The principal accounting policies adopted in the preparation of these financial statements are set out below.
(a) Revenue
Sales of goods and/or services are recognised when they have been delivered and accepted by the
customer.
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to
the financial assets.
All revenue is stated net of the amount of goods and services tax.
(b) Cash and Cash Equivalents
For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand, and
term deposits repayable on demand with a financial institution. The cash and cash equivalents balance
primarily consists of funds at call that are readily convertible to known amounts of cash and which are
subject to minimal risk of changes in value.
(c) Trade and Other Receivables
Trade and other receivables are denominated in New Zealand dollars and are interest free with
settlement terms of between 7 and 30 days. Collectability of trade receivables is reviewed on an
ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying
amount directly. A provision for doubtful receivables is established when there is objective evidence
that the Company will not be able to collect all amounts due according to the original terms of the
receivables.
(d) Exploration, Evaluation and Development Expenditure
Exploration, evaluation and development costs relating to specific properties are capitalised once
management determines the tenement is likely to be developed. Prior to this point, exploration and
evaluation costs are expensed in the period incurred. Tenement acquisition costs are capitalised. A
development decision is made based upon consideration of project economics, including future metal prices,
reserves and resources, and estimated operating and capital costs.
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TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(e) Impairment of Non-Financial Assets
At each balance date, non-financial assets are classified into four categories: assets measured at fair value; assets
currently available that the Company intends to use to the end of their useful life; assets intended to be sold prior to the
end of their useful life; and assets damaged or idle at balance date.
Assets measured at fair value or assets the Company intends to use to the end of their useful life are not reviewed for
impairment at balance date.
Assets intended to be sold prior to the end of their useful life or assets damaged or idle at balance date are reviewed to
determine if any indicators of impairment exist. If indicators exist the asset is tested for impairment to ensure that the
carrying amount of the asset is recoverable.
If the recoverable amount of an asset is determined to be less than it’s carrying amount, then the resulting difference is
recognised as an impairment loss for that period.
(f) Goods and Services Tax
Revenue, expenses, and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the taxation authority. In this case it is recognised as part of the cost of the acquisition of the asset or
as part of the expense.
Receivables, payables, and accruals are stated inclusive of the amount of GST receivable or payable. The net amount of
GST receivable from, or payable to, the taxation authority is included with other receivables or payables as operating
cash flow.
Cash flows are presented on a net basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the taxation authority, are presented as operating cash flow
(g) Taxation
Current tax is calculated by reference to the amount of income taxes payable or receivable in respect of taxable profit or
tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantially enacted by
the reporting date. Current tax for the current periods is recognised as a liability (or asset) to the extent that it is unpaid
(or refundable).
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation
authority on the same taxable entity.
(h) Trade and Other Payables
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided
to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to
make future payments in respect of the purchase of these goods and services. The amounts are unsecured and usually
paid within 30 days of recognition.
P age | 10

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(i) Convertible notes
a. Debt component
The conversion feature of convertible notes (notes) is required to be separated from the notes and
is accounted for separately as a derivative financial liability. As a result, the notes are initially
recognised at a discounted amount. The discount is amortised as interest expense using the
effective interest method over the terms of the notes.
b. Embedded derivative – conversion feature
The conversion feature in the notes represents the embedded derivative financial instrument in the
host debt contract. The conversion feature represents the Company’s obligation to issue Company
shares at a discount to any future IPO price on conversion of the notes.
The embedded derivatives are carried in the Statement of Financial Position at their estimated
fair value taking market participant assumptions into consideration, with any changes in fair
value recognised in the Statement of Profit or Loss and Other Comprehensive Income.
c. Settlement of convertible notes
Where notes are settled by issue of shares, the related financial liabilities are derecognised at their
carrying value with the corresponding increase to share capital. Any costs incurred are recognised
in profit or loss.
Where notes are settled by payment of cash, the related financial liabilities are derecognised at
their carrying value and the difference between total cash consideration paid and the carrying value
of the financial liabilities derecognised is recognised in profit or loss.
(j) Capitalised transaction costs
The Company incurred transaction costs upon the issuance of the notes. Costs are amortised to
finance expense over the term of the notes using the effective interest method.
(k) Financial Instruments – Financial Assets
At initial recognition, the Company determines the classification of financial assets as either held at fair
value, cost, or amortised cost. Financial assets are measured initially at fair value, estimated at the
transaction price less any associated transaction costs.
Amortised Cost
Includes assets where the Company intends to earn contractual cash flows principal and interest payments.
Such assets are carried at amortised cost using the effective interest method. Gains and losses are
recognised in profit or loss when the assets are derecognised or impaired, as well as through the
amortisation process.
Cost
Equity instruments are classified as held at cost. Assets are stated at cost less any accumulated
impairment loss. Gains and losses are recognised in profit or loss when the assets are derecognised or
impaired.
Fair Value
Financial assets not held at amortised cost or cost are held at fair value and include financial derivatives
such as forward contracts and interest rate swaps. Assets are subsequently measured at fair value
only when the fair value of the instrument can be reliably measured based on a quoted price for an
identical asset in an active market. Where no active market price is available, the instrument shall be
measured at the fair value for a prior year less any accumulated impairment loss.
Gains and losses are recognised in profit or loss for movements in the fair value of the assets and when the
assets are derecognised.
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TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(l) Financial Instruments – Financial Liabilities
Financial liabilities, including borrowings and bank overdrafts, are initially measured at fair value, net of transaction
costs and are subsequently measured at amortised cost using the effective interest method. Interest expenses
are recognised in profit or loss on an effective yield basis.
(m) Foreign Currency
Foreign bank accounts are represented at the closing exchange rate as at balance date. Transactions are recognised
as an asset or liability at the date of the transaction and marked at the corresponding exchange rate on that day.
The foreign exchange rate gain or loss is derived from the gain or loss from the original date of the liability or asset
and the date of the exchange rate of the date of receipt or payment, giving rise to a gain or loss.
(n) Share Based Payments
Share-based payments are measured at the fair value of the equity instrument at the grant date. The cost of
these equity-settled transactions is measured by reference to fair value at the date they are granted.
The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the
Company's estimate of equity instruments that will eventually vest. At each reporting date, the Company revises its
estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if
any, is recognised in profit or loss over the remaining vesting period, with a corresponding adjustment to the share-
based payments reserve.
Where Ordinary Shares are issued, the transaction is recorded at fair value based on the last issue price of Ordinary
Shares at the date of issue. The acquisition is then recorded as an asset or expensed in accordance with accounting
standards.
(o) Loss Per Share
Basic Loss Per Share
Basic loss per share is determined by dividing the operating loss attributable to the equity holders of
the Company after income tax by the weighted average number of ordinary shares outstanding
during the financial period.
Diluted Loss Per Share
Diluted loss per share adjusts the figures used in determination of basic earnings per share by taking into account
amounts unpaid on ordinary shares and any reduction in earnings per share that will arise from the exercise of
options outstanding during the period.
(p) Contributed Equity
Financial instruments issued by the company are classified as equity only to the extent that they do not meet the
definition of a financial liability or financial asset. The Company's ordinary shares are classified as equity
instruments.
Issued and paid-up capital is recognised at the fair value of the consideration received by the Company. Any
transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the
share proceeds received.
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TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(q) Critical Accounting Estimates and Judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that may have a financial impact on the Company and that are believed
to be reasonable under the circumstances.
Accounting for capitalised exploration and evaluation expenditure
The Company’s accounting policy is stated at Note 2(d). There is some subjectivity involved in the carrying forward
as capitalised or writing off to the statement of profit or loss and other comprehensive income of tenement
acquisition costs, however management give due consideration to the value of the tenements on a regular basis
and are confident that decisions to either write off or carry forward such expenditure fairly reflect the prevailing
situation.
Judgement is required to determine whether future economic benefits are likely from exploitation or sale. In addition
to these judgements, the Company has to make certain estimates and assumptions such as the determination of a
JORC resource, which is itself an estimation process that involves varying degrees of uncertainty depending on how
the resources are classified (i.e. measured, indicated or inferred). These estimates directly impact when to capitalise
exploration, evaluation and development expenditure. The capitalisation policy requires management to make
certain estimates and assumptions as to future events and circumstances, in particular, the assessment of whether
economic quantities of reserves will be found. Any such estimates and assumptions may change as new information
becomes available. The recoverable amount of capitalised expenditure can be sensitive to variations in key estimates
and assumptions. If a variation in key estimates or assumptions has a negative impact on recoverable amount it
could result in a requirement for impairment.
Share-based payments
The Company measures share-based payments at fair value at the grant date. The fair value is
determined using a valuation technique appropriate for the instrument being valued.
Deferred tax balances
Deferred tax assets in respect of tax losses are not recognised in the financial statements as management
considers that it is currently not probable that future taxable profits will be available to utilise those tax losses.
Management reviews on a regular basis the future profitability of the Company to consider if tax losses should be
recognised and to ensure that any tax losses recognised will be utilised.
Mineral resource and reserves estimates
The Company determines and reports ore reserves under the Australian Code for Reporting of Mineral Resources and
Ore Reserves known as the JORC Code. The information on mineral resources and ore reserves is prepared by or under
the supervision of Competent Persons as defined in the JORC Code.
There are numerous uncertainties inherent in estimating mineral resources and reserves and assumptions that are
valid at the time of estimation may change significantly when new information becomes available.
Changes in reported ore reserves may affect the Company’s financial position and results, including asset carrying
value, amortisation expenses based on the units of production method and provision for restoration and
rehabilitation
P age | 13

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
3. SEGMENT INFORMATION
Management has determined that the Company has one reportable segment, being critical minerals
exploration, evaluation and development in New Zealand. The Board periodically monitors performance
based on actual versus budgeted exploration, evaluation and development expenditure incurred. This
internal reporting framework is most relevant to assist the Board with making decisions regarding the
Company and its ongoing programmes and activities, while also taking into consideration the results of
exploration, evaluation and development work that has been performed to date.
4. REVENUE & EXPENSES
(a) Project feasibility and resource consent
application expenditure
Notes
2026
$
2025
$

Feasibility

- 64,905
Permitting and approvals

- 577,190
Support

- 511,835
(b) Administration

- 1,153,930

Consultants

16,550 5,532
Travel

113,610 64,585
Community & Investor Relations

343,955 44,316
Other

80,223 114,671
(c) Corporate and Regulatory

554,338 229,104

Director fees

159,830 110,477
Director remuneration - share-based payments

106,000 154,928
Consulting fees

679,049 658,387
Corporate support services

418,718 11,935
Audit and regulatory

172,742 54,186
NZX listing expenses

814,041 -
Legal

118,201 28,447
Other

- 457
(d) Finance costs

2,468,581 1,018,817

Convertible notes - interest 13(i) 845,005 312,683
Amortisation of embedded derivative 13(ii) 1,441,913 692,662
Amortisation of issue costs of convertible notes

550,845 435,391
Lease interest

3,766 204

2,841,529 1,440,940

P a g e | 1 4

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
5. TAXATION
(a) Reconciliation of prima facie income tax benefit to income
tax expense
2026
$
2025
$

Loss before income tax:
(8,690,925) (2,954,331)
Prima facie tax benefit at the tax rate of 28% (2025: 28%) (2,433,459) (827,213)
Tax effect of amounts which are not deductible / assessable in
calculating taxable income
1,254,303 62,846
Deferred tax assets not recognised
1,179,156 764,367
Total income tax expense
(b) Deferred tax assets and liabilities
- -

Deferred tax assets

Director related costs
120,085 16,205
Lease liabilities
31,270 36,870
Other deductible temporary differences
14,103 23,641
Gross deferred tax assets before offset / valuation allowance
165,457 76,716
Deferred tax liabilities

Development expenditure
(178,714) (178,714)
Right-of-use assets
(35,072) (36,870)
Gross deferred tax liabilities
(213,786) (215,584)
Deferred tax assets not recognised on losses
48,329 138,868
Net deferred tax asset / (liability) recognised
- -
The movement in the net recognised deferred tax balance is as
follows:

Opening balance - -
Origination and reversal of temporary differences before
recognition assessment
1,179,156 764,367
Deferred tax assets not recognised / valuation allowance (1,179,156) (764,367)
Closing balance
(c) Revenue tax losses
- -

Total unrecognised deferred tax assets – gross amount 15,804,160 11,916,243
Total unrecognised deferred tax assets – tax effect
4,425,165 3,336,548

Deferred tax assets have not been recognised to the extent that it is not probable that future taxable
profits will be available against which the deductible temporary differences and unused tax losses can be
utilised.
The revenue tax losses do not have an expiry date, subject to the Company continuing to satisfy the
relevant requirements for use of those losses. Income Tax Act 2007 section IS 2 provides that losses
of mineral miners may be carried forward and deducted from future net income, even if the general
shareholder continuity provisions are not met. The Company is a mineral miner and, even though it is
still in an exploration and development phase, the Company is able to carry forward these tax losses.
The Company's ability to use tax losses in the future is subject to the Company satisfying the relevant
tax authority criteria for using these losses at that time.
P a g e | 1 5

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
6. LOSS PER SHARE

2026
$
2025
$
Loss used in calculation of basic and diluted loss per share (8,690,925) (2,954,331)
Basic loss per share (cents per share) (2.4) (0.9)
Diluted loss per share (cents per share) (2.4) (0.9)
Weighted average number of ordinary shares used as the
denominator in calculating basic and diluted loss per
share.
354,990,515 315,783,388

Options on issue were not considered to be dilutive as their impact would have been to increase the
loss per share.
7. DIVIDENDS
No dividend has been declared for the year ended 31 March 2026 (2025: nil).
8. TRADE AND OTHER RECEIVABLES
2 0 2 6 2 0 2 5
$ $
Current
Trade and other receivables 142,177 68,743
Trade and other receivables are denominated in New Zealand dollars and are interest free with
settlement terms of between 7 and 30 days. No trade receivables were past due or impaired as at
31 March 2026 (2025: nil). Collectability of trade receivables is reviewed on an ongoing basis. Debts
which are known to be uncollectible are written off by reducing the carrying amount directly. A
provision for doubtful receivables is established when there is objective evidence that the Company
will not be able to collect all amounts due according to the original terms of the receivables.
The amounts held in trade and other receivables do not contain impaired assets and are not past due.
Based on the credit history of these trade and other receivables, it is expected that these amounts will
be received when due.
Due to the short-term nature of these receivables their carrying value is assumed to be their fair value.
Please refer to Note 21(d) for information on credit risk.
9. DEPOSITS
2 0 2 6 2 0 2 5
$ $
Non-current
Non-refundable deposits
1
300,000 -
Security deposit 20,000 -
320,000 -
1
Deposits for the right to acquire properties covering part of the Barrytown Critical Minerals Project
area. Future acquisition of these properties is subject to conditions, including grant of resource
consent for the mining area within these properties, and is at the discretion of the Company.

P a g e | 1 6

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
10. EXPLORATION AND EVALUATION
2 0 2 6 2 0 2 5
$ $

Balance at the beginning of the year
5,188,748 4,360,824
Evaluation expenditure
4,404,118 827,924
Balance at the end of the year
9,592,866 5,188,748

Taiko is the sole owner and operator of MP 60785, which includes the Barrytown critical minerals project,
and the owner of related assets (including data and drill hole samples). The Ministry of Economic
Development via NZ Petroleum and Minerals granted Minerals Mining Permit 60785, pursuant to Section
36 of the Crown Minerals Act 1991, to the Company on 25 January 2024 with the permit expiring 20 July
2042. The Company is continuing to explore and evaluate tenement MP 60785 for areas not covered by
Resource Consent.
The Company received Resource Consent for a portion of MP 60785 on 29 April 2024, following
which management determined it is likely this tenement will be developed, hence costs incurred
after this date have been capitalised in accordance with the Company’s accounting policy (refer note
2(d)).
The Barrytown southern mineral resource block within MP 60785 is included in the Fast Track legislation
of the New Zealand Government and an application for resource consent for this area was submitted
with the New Zealand Government in April 2026.
Ultimate recoupment of exploration expenditure carried forward is dependent on successful
development and commercial exploitation, or alternatively, sale of respective areas.
11. TRADE AND OTHER PAYABLES
Current
2026
$
2025
$

Trade payables
1,635,716 590,992
Accrued interest 1,805 529,543
Other accruals 114,853 231,330

2,795,664 1,351,865
Non-current

Accrued interest 1,043,289 -

Trade and other payables are non-interest bearing and are normally settled on 30 day terms. The carrying
value of trade and other payables are assumed to be the same as their fair values, due to their short-
term nature.
12. ADVANCES
2 0 2 6 2 0 2 5
$ $
Current
Advances - 182,729
Advances were repaid during the year. The prior year balance included $161,938 that was non-interest
bearing and repayable following completion of an IPO or a capital raising of A$6 million. The remaining
balance was non-interest bearing and repayable at call. The prior year balance of $182,729 was due to
a related party (refer note 24(c)).
The carrying value of advances are assumed to be the same as their fair values, due to their short-term
nature.
P a g e | 1 7

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
13. CONVERTIBLE NOTES
Current

2026
$
2025
$

Convertible notes

- 5,373,527
Non-current
Convertible notes

235,370 -
Movement in convertible notes on issue

No $
Opening balance

5,780,400 5,373,527
Issued at NZ$1 per note

650,000 650,000
Converted to shares at NZ$1 per share

(650,000) (650,000)
Converted to shares at A$1 per share

(1,780,400) (1,969,027)
Issued on conversion of loan (refer to Note 16)

2,135,616 2,318,234
Foreign exchange movement in year

- 691,939
Borrowing costs – movement in year (i)
- 502,842
Embedded derivative – movement in year (ii)
-
(6,682,145)

6,135,616 235,370
The key terms of the convertible notes (Notes) are:

 Mandatory conversion to shares in the Company, at a price that is the lower of A$0.10 or a
50% discount to the IPO price on the Company completing an IPO on a recognised stock
exchange.
 Interest rate of 10%.
 If the Notes do not convert by the repayment date, the outstanding balance of the Notes
are repayable together with any accrued and unpaid interest.
 Expiry date – 31 December 2027.
During the year the Company amended the terms of all Notes on issue at 31 March 2025 to extend the
expiry date to 31 December 2027. The terms of the Notes were further amended during the year to
change the conversion price to the lower of A$0.10 or a 50% discount to the IPO price. All other terms
remain unchanged.
(i) Movement in costs of issuing Notes
$
Opening balance 502,842
Costs of issuing Notes – bonus (refer note 25)
32,951
Amortisation of borrowing costs (202,487)
Write off balance on amendment of Note terms
(333,306)
Closing balance
-
(ii) Movement in embedded derivative asset
$
Opening balance
440,318
Amortisation of embedded derivative up to date terms amended
1
(80,177)
Write off on amendment of Note terms
(360,140)
Value on recognition of embedded derivative following amendment
of Note terms (refer note 14)
8,124,058
Amortisation of amended embedded derivative
1
(1,001,597)
Closing balance
7,122,462

1
The value on recognition of the embedded derivative is amortised over the life of the convertible
note to which it relates.

P a g e | 18

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
14. DERIVATIVE
Current
2026
$
2025
$

Derivative - 40,812
Non-current

Derivative 10,290,474 -
Opening balance
40,812 25,548
Derecognition on conversion of notes (12,570) -
Write off balance on amendment of Note terms (28,242) -
Revaluation of embedded derivative at year end
2,166,416
(883,517)
Revaluation of embedded derivative during year (2,125,604) (883,517)
Value on recognition of embedded derivative
8,124,058 898,781
Closing balance
10,290,474 40,812

The embedded derivative arises from the terms of the conversion price of convertible notes (refer
to Note 13 for terms). The value of the derivative changes with time based on the probability of an
IPO occurring during the life of the convertible note. The expiry date of the convertible notes was
extended to 31 December 2027 during the year, hence the embedded derivative change from
current to non-current.
15. LEASE
(a) Right of use assets - property
2026
$
2025
$

Gross carrying amount – at cost 129,513 126,119
Accumulated depreciation (4,257) (4,283)
Carrying amount at end of year, net of accumulated
depreciation (b) Reconciliation
125,256 121,836

Balance at start of year 121,836 -
Impact of change in lease commencement date
7,677 -
Additions - 126,119
Depreciation (4,257) (4,283)
Carrying amount at end of year, net of accumulated depreciation
125,256 121,836
Lease liabilities:

Current 5,161 18,187
Non-current 106,517 99,802
Total lease liabilities 111,678 117,989

This lease is for land and is for a term of 10 years with an option to extend the lease term at the
end of each 10 year term for a further 10 years, with a final expiry date 30 years after
commencement of the lease. The lease commencement date was amended during the current
financial year to 1 December 2025.
P a g e | 1 9

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
16. LOAN FACILITY
The Company entered into a A$2,000,000 loan facility with Altus Construction Pty Ltd (Altus) in March 2025
and drew down all of this facility during the year.
The loan was unsecured, accrued interest at 10% per annum and was repayable on completion of the capital
raising during the year. Altus exercised a right per the loan agreement to subscribe for convertible notes
(Notes) up to the balance of the loan outstanding, resulting in A$2,000,000 plus A$135,616 of accrued
interest being converted to 2,135,616 Notes ($2,318,234) (refer to Note 13).
17. CONTRIBUTED EQUITY


2026 2025
(a) Fully paid ordinary shares
ordinary fully paid shares
$ $
19,487,522 10,041,548
Movements in ordinary shares during the past two years were as follows:

Balance at 31 March 2024
Number
Issue Price
$
315,318,613 9,835,491
Conversion of performance rights
1,874,506 $0.11 206,057
Balance at 31 March 2025 317,193,119

10,041,548
Issue of shares for cash 65,837,393 $0.11/A$0.10 7,258,017
Conversion of convertible notes and accrued
interest
25,315,978 $0.11/A$0.10 2,784,757
Payment for services
250,000 $0.11 27,500
Share issue costs
1

-

(624,300)
Balance at 31 March 2026 408,596,490

19,487,522

1
Includes $184,606 paid as a cash bonus to Eclipse Resource Management Pty Ltd (Eclipse) following
achievement of performance hurdles of Class B performance rights.

In previous years the Company granted to Eclipse the right to apply for 10,276,843 ordinary shares following
achievement of the vesting criteria of the Class A and B Performance Rights (Refer to Note 25). As at the
date of this report Eclipse has not requested the issue of these shares.
Ordinary shares participate in dividends. On winding up of the Company any proceeds would be distributed
in proportion to the number of shares held.
At shareholder meetings, on a show of hands, every holder of ordinary shares present at a meeting in person
or by proxy is entitled to one vote and upon a poll each share is entitled to one vote.
2026 2025
Number of Number of
options options
(b) Options over ordinary shares
Unissued ordinary shares for which options are outstanding:
Exercise price of A$0.30 expiring 31 March 2026
1
- 173,590,010
Exercise price of A$0.15 expiring 31 December 2028
2
7,000,000 -
1
Options expired on 31 March 2026.

2
Unlisted options issued during the year were issued to Directors and a supplier for services provided to the
Company (refer Note 25).

P a g e | 2 0

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
18. RESERVES
(a) Share-based payment reserve
2026
$
2025
$

Balance at beginning of year
57,874 57,874
Options issued for payment of services (refer note17(b) for terms)
371,000 -
Balance at end of year
(b) Performance rights reserve
428,874 57,874

Balance at beginning of year 1,121,699 516,871
Performance rights vested during year (refer note 25)
- 604,828
Balance at end of year
1,121,699 1,121,699
Total balance at end of year
(c) Nature and purpose of reserves
1,550,573 1,179,573

- The share-based payments reserve is used to record the fair value of options issued by the
Company.
- The performance rights reserve is used to record the fair value of vested, unexercised
performance rights issued by the Company.
19. ACCUMULATED LOSSES
2026
$
2025
$
Balance at beginning of year 12,748,856 9,794,525
Loss for year
8,690,925 2,954,331
Balance at end of year
21,439,781 12,748,856
20. NOTES TO THE STATEMENT OF CASH FLOWS
(a) Reconciliation of net loss to cash flows used in operating activities
2026 2025

$ $
Loss after income tax
(8,690,925) (2,954,331)
Share-based payments
574,817 154,928
Interest on loan converted to convertible notes 154,942 -
Revaluation of derivative 2,125,604
(883,517)
Amortisation of borrowing costs
1,992,758 1,005,345
Amortisation of right of use asset (25)
4,282
Foreign exchange
708,451 -
Change in operating assets and liabilities during the financial year:

Movement in trade and other receivables (2,458) 48,409
Movement in trade and other payables
1,059,560
(497,362)
Net cash outflow from operating activities
(b) Non-cash payments
Services paid by the issue of options and shares in the Company (refer
(2,077,276) (3,122,246)

Note 25)
398,500 -
Interest on convertible notes converted to shares in the Company
176,317 -
(c) Reconciliation of cash
Cash balance comprises:
574,817


Cash and cash equivalents
2,851,201 159,860

P age | 21

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
21. FINANCIAL AND CAPITAL RISK MANAGEMENT
(a) Capital risk management
The Company manages its capital to ensure that it will be able to continue as a going concern. In
managing its capital, the Company’s primary objective is to ensure its continued ability to provide a
consistent return for its equity shareholders. In order to achieve this objective, the Company seeks
to maintain a capital structure that balances risks and returns at an acceptable level and also to
maintain a sufficient funding base to enable the Company to meet its working capital and strategic
investment needs. In making decisions to adjust its capital structure to achieve these aims, either
through new share issues, or sourcing of debt, the Company considers not only its short-term
position but also its long-term operational and strategic objectives.
There have been no significant changes to the Company’s capital management objectives, policies
and processes in the year, nor has there been any change in what the Company considers to be its
capital.
The capital structure of the Company consists of cash and cash equivalents (Note 20(c)), debt through
the issue of convertible notes and equity attributable to equity holders of the Company, comprising issued
capital and accumulated losses as disclosed in Notes 17 and 19.
(b) Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition,
the basis of measurement and the basis on which income and expenses are recognised, in respect of
each class of financial asset, financial liability and equity instrument are disclosed in Note 2 of the financial
statements.
(c) Categories of financial instruments
Financial assets
Current
2026
$
2025
$

Cash and cash equivalents 2,851,201 159,860
Trade and other receivables 142,177 68,743
Total Current Financial Assets 2,993,378 228,603
Non-current

Deposits 320,000 -
Total Non-Current Financial Assets 320,000 -
Financial liabilities
Current

Trade and other payables
2,795,664 1,351,864
Converting notes
- 5,373,527
Derivative - 40,812
Advances - 182,729
Lease liability 5,161 18,187
Total Current Financial Liabilities 2,800,825 6,967,119
Non-Current

Converting notes
235,370 -
Derivative 10,290,474 -
Lease liability 106,517 99,803
(d) Credit risk exposure
10,632,361 99,803

As at the reporting date, the Company has no significant concentrations of credit risk. The carrying
amount reflected above represents the Company’s maximum exposure to credit risk.
P age | 22

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
21. FINANCIAL AND CAPITAL RISK MANAGEMENT (continued)
(e) Interest rate risk exposure
The Company’s exposure to interest rate risk arises from assets bearing variable interest rates. The
weighted average interest rate on cash holdings was 1.2% at 31 March 2026 (2025: 1.5%). All other
financial assets and liabilities are non-interest bearing. The net fair value of the Company’s financial assets
and liabilities approximates their carrying value.
The Company invests its surplus funds on deposit with banking financial institutions. Only independently rated
banks and financial institutions with a minimum rating of AA- are accepted.
The table below summarises the impact of an increase/decrease in interest rates received on financial
instruments held at year end on the Company’s pre-tax for the year and on equity. The analysis is based on the
assumption that rates increased/decreased proportionally by 10% of the current weighted average interest rate
with all other variables held constant.
2 0 2 6 2 0 2 5
Impact on profit and equity $ $
Increase of 10% 758 494
Decrease of -10% (758) (494)
(f) Liquidity risk
The liquidity position of the Company is managed to ensure sufficient liquid funds are available to meet financial
commitments in a timely and cost-effective manner. The Board reviews the Company’s liquidity position on a
regular basis, including cash flow statements, to determine the forecast liquidity position and maintain
appropriate liquidity levels. Note 11 details the Company’s current obligations which are all due within 12 months
and reflect the actual cash flows given the short-term nature of these liabilities.
There are no unused borrowing facilities from any financial institution.
(g) Fair values
The carrying amounts and estimated fair values of financial assets and financial liabilities are as disclosed
in the balance sheet.
The methods and assumptions used to estimate the fair value of financial instruments are outlined below:
Cash
The carrying amount is fair value due to the liquid nature of these assets.
Receivables/payables
Due to the short-term nature of these financial rights and obligations, their carrying amounts are
estimated to represent their fair values.
Derivative
The embedded derivative arises from the terms of the conversion price of convertible notes, in particular the
conversion price being the lower of A$0.10 or a 50% discount to the IPO price (refer to Note 13 for terms). The
value of the derivative changes with time based on the probability of an IPO occurring during the life of the
convertible note (refer to Note 14 for details of the derivative).
22. CONTINGENCIES
Contingent liabilities
There are no contingent liabilities or contingent assets as at 31 March 2026.
P a g e | 2 3

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
23. COMMITMENTS
Capital commitments
There are no capital expenditure commitments for the Company as at 31 March 2026.
Operating commitments
The Company sold the rights to all future production of gold from tenement MP60785 (formerly
EP51803) (Rights) to Gold Streaming Company Pte Ltd (GSC) for 4,300,000 Singapore Dollars in an
agreement dated 6 December 2021. Under the terms of the agreement, if the Company cannot deliver
at least 4,000 oz of gold to GSC then GSC have the right to convert the funds paid for the Rights to
shares in the Company at a price per share of the lower of:
 The Company’s next equity raising price;
 An independent valuation of the Company; or
 The conversion price of any convertible note issued between 4 November 2022 and 3
November 2023.
The Company has an obligation to carry out a minimum work programme set out in the minerals
mining permit covering the Barrytown mineral sands project area. The work programme includes
activities such as resource drilling, sample analysis and developing a feasibility study and mine
plan.
24. RELATED PARTY TRANSACTIONS
(a) Key management personnel
The following people were key management people of the Company during the year:
Philip Thick Chairman
Geoff Donohue Non-executive Director
Christine Pears Non-executive Director
Francois Tumahai Non-executive Director
Robert Brand
1
Chief executive officer (resigned as a Director on 27 January 2026,
though remains as Chief Executive Officer)
1
Fees of $624,542 were paid to Eclipse Resources Management Pty Ltd (Eclipse) for services provided
by Robert Brand as Managing Director and CEO during the financial year. This amount includes a bonus
of A$180,273 payable to Eclipse for Mr Brand’s services. The Company pays Eclipse an annual fee of
A$360,000pa for his services as CEO. In addition, performance rights and a bonus agreement are in
place is respect of the services of Mr Brand (refer to Note 25). The agreement with Eclipse for the
services of Mr Brand expires 31 January 2028.

(b) Key management personnel compensation
2026
$
2025
$
Director fees 159,830 110,477
Post-employment benefits
- -
Share-based payments
106,000 154,928
(c) Balances with related parties
265,830 265,405


2026 2025

$ $
Due to Philip Thick (Director) for director fees
6,003 11,002
Due to Geoffrey Donohue (Director) for director fees
12,006 11,002
Advance owed to DPXS Pty Ltd 1
- 182,729

18,009 204,733

1
David Straface, a former director of the Company, is a director and owner of DPXS Pty Ltd.
David Straface resigned as a director of the Company on 31 March 2023, at which point he
ceased to be a related party. The balance of outstanding fees was paid during the current
financial year.

P a g e | 2 4

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
24. RELATED PARTY TRANSACTIONS (continued)
(d) Remuneration of employees
There were no employees during the year.
25. SHARE-BASED PAYMENTS
From time to time, the Company provides incentive unlisted options and performance rights to officers,
employees, consultants and other key advisors as part of remuneration and incentive arrangements.
The number of options or rights granted, and the terms of the options or rights granted are determined
by the Board. Shareholder approval is sought where required.
During the past two years, the following equity-settled share-based payments have been recognised:

2026
$
2025
$
Options issued to Directors 106,000 -
Options issued for services 265,000 -

371,000 -
Shares issued for services 27,500 -
Shares issued to pay interest on conversion of convertible notes
176,317 -

574,817 -

Shares were issued at $0.11/A$0.10 per share, being the offer price of the entitlement offer open at the
time services were provided (refer note 17).
Shares were issued at $0.11/A$0.10 per share as per the terms of the convertible notes (refer note 13).
Inputs for option valuation using the Black-Scholes model
Exercise price $0.15
Grant date share price
$0.11
Dividend yield 1
-
Volatility 2 100%
Risk-free interest rate 2.25%
Grant date 24-Feb-26
Expiry date
31-Dec-28
Expected life of option 3 2.85 years
Fair value at grant date
$0.053

Notes:
1
The dividend yield reflects the assumption that the current dividend payout will remain unchanged.

2
The expected volatility reflects the assumption that peer group volatility is indicative of future trends, which
may not necessarily be the actual outcome.

3
The expected life of the options is based on the expiry date of the options as there is limited track record
of the early exercise of options.

P a g e | 25

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
25. SHARE-BASED PAYMENTS (continued)
The following performance rights were on issue during the past two years, or were on issue more than two
years ago and the performance rights conditions have been satisfied though the shares have not yet been
issued:
Recipient Position Issue date Terms
Phil Thick
1

Chairman 1 January
2022
Issue of 2% of equity of the Company at time of
appointment awarded evenly over a three year
period in six-monthly instalments.
Phil Thick Chairman 1 January
2022
Issue of equivalent in number to 2% of equity of
the Company at 1 January 2022 awarded on
successful admission of the Company to the official
list of the ASX. The options will have a strike price
of twice the IPO price and expire 5 years from date
of issue.
Eclipse
Resource
Management
Pty Ltd
(Eclipse) 2
Employer of
Robert
Brand
(Managing
Director)
1 February
2023
Class A Performance Rights - 1% of fully diluted
issued capital on date of raising an interim funding
amount of at least AUD$1,000,000.
Eclipse
3
As above 1 February
2023
Class B Performance Rights - 1% of fully diluted
issued capital on date of raising an interim funding
amount of at least AUD$5,000,000 (this is in
addition to the amount raised for the Class A
Performance Rights). In addition, an amount equal
to 2.5% of the total of all funds raised under the
pre-IPO funding will be paid in cash.
Eclipse As above 1 February
2023
Class C Performance Rights - 1% of fully diluted
issued capital on date of raising an IPO funding
amount of at least AUD$20,000,000. In addition, an
amount equal to 2.5% of the total of all funds
raised under the IPO funding will be paid in cash.

1
The Company issued 1,874,506 shares to Phil Thick during the previous year under the terms of his
performance rights. The expense recorded for the previous year in respect of these performance rights is
$154,928. These performance rights expired on 31 December 2024.

2
Eclipse has the right to apply for 4,802,295 ordinary shares in the Company following achievement of the
vesting criteria of the Class A Performance Rights in previous years.

3
The Company granted to Eclipse the right to apply for 5,474,548 ordinary shares in the Company and
awarded a bonus of 2.5% of funds raised following achievement of the vesting criteria of the Class B
Performance Rights during the previous year. As at balance date Eclipse had not requested the issue of
these shares. The expense recorded for this transaction of $742,378 is included in the costs of issuing
convertible notes.

An additional expense of $217,557 related to the bonus of 2.5% of funds raised was recorded in the current
year (borrowing costs $32,951, share issue costs $184,606 (refer note 17)).
P a g e | 2 6

TAIKO CRITICAL MINERALS LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
26. REMUNERATION OF AUDITORS
2026 2025
$ $
Amounts paid or payable at 31 March to the auditors for:
- audit of financial statements 50,366 54,185
Total remuneration for audit services 50,366 54,185
27. EVENTS OCCURING AFTER THE REPORTING PERIOD
Taiko lodged its substantive application under the Fast Track Approvals Act 2024 for the Southern Block,
comprising the Canoe Creek, Barrytown Farms and Cargill South Blocks of the Barrytown Critical Minerals
Project, on 5 June 2026.
Other than the matter outlined above, there has not arisen, in the interval between the end of the
financial year and the date of this report, any item, transaction or event of a material and unusual
nature likely, in the opinion of the Directors, to affect significantly the operations, the results of those
operations, or the state of affairs of the Company in future financial years.
P a g e | 2 7

TAIKO CRITICAL MINERALS LIMITED
DIRECTORS’ DECLARATION
In accordance with a resolution of the directors of Taiko Critical Minerals Limited, the directors
declare that:
1. The financial statements and notes comply with the:
- Financial Reporting Act 2013;
- Companies Act 1993; and
- Applicable New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) or
other approved standards as appropriate.
2. The financial statements give a true and fair view of the financial position of the company as at 31
March 2026 and of its financial performance and cash flows for the year then ended.
3. In the directors’ opinion, the Company has been operating in accordance with its constitution and is
able to pay its debts as they become due and payable, subject to the matters disclosed in Note 2 to
the financial statements.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on
behalf of the Board by:

Director Name: P Thick Director Name: C Pears
Date: 16 June 2026 Date: 16 June 2026
P a g e | 2 8

TAIKO CRITITCAL MINERALS LIMITED
NZBN 942 904 2010 715
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
TAIKO CRITITCAL MINERALS LIMITED
Report on the Audit of the Financial Statements
OPINION
I have audited the financial statements of Taiko Critical Minerals Limited (the Company), which comprise the
statement of financial position as at 31 March 2026, and the statement of profit or loss and other
comprehensive income, statement of changes in equity and statement of cash flows for the year then ended,
and notes to the financial statements, including a summary of material accounting policy information. I am a
partner with Hall Chadwick NSW (the Firm) and I have used the staff and resources of the Firm to perform the
audit of the Company.
In my opinion, the accompanying financial statements present fairly, in all material respects, the financial
position of Taiko Critical Minerals Limited as at 31 March 2026 and its financial performance and cash flows
for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and have been prepared in compliance with the Companies Act 1993 and the Financial
Markets Conduct Act 2013.
BASIS FOR OPINION
I conducted my audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and
International Standards on Auditing (ISAs). My responsibilities under those standards are further described in
the Auditor's Responsibilities for the Audit of the Financial Statements section of my report.
I am independent of the Company in accordance with Professional and Ethical Standard 1 International Code
of Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) (PES
1) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards
Board for Accountants' International Code of Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code), and I have fulfilled my other ethical responsibilities in accordance
with these requirements.
Other than in my capacity as auditor, I have no relationship with, or interests in, Taiko Critical Minerals Limited. I
believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.
MATERIAL UNCERTAINTY RELATED TO GOING CONCERN
Without modifying my opinion, I draw attention to Note 2 in the financial statements, which describes the going
concern position of the Company.
For the year ended 31 March 2026, the Company incurred a net loss after tax of $8,690,925 (2025: $2,954,331)
and net cash outflows from operating activities and exploration and evaluation expenditure of $6,267,109
(2025: $3,688,954). As at 31 March 2026, the Company had a net working capital of $192,552 (2025: deficit
of $6,738,517) with cash of $2,851201 (2025: $159,860) available. The Company listed on the NZX Main
Board on 27 February 2026 and remains in the exploration and evaluation phase of its Barrytown Mineral
Sands Project, with no revenue generated from operations.

The Company's ability to continue as a going concern is dependent upon it maintaining sufficient funds through
further capital including via the issue of convertible notes, loans, shares or other financing arrangements to fund
ongoing feasibility studies, resource consent activities, Definitive Feasibility Study (DFS) expenditure, and
corporate overhead.
As disclosed in Note 2, the directors are satisfied the Company will be successful in maintaining sufficient
funding, having demonstrated this through the raising of NZ$9,479,013 during the year from the issue of
convertible notes and shares, and the drawdown of a loan. Nonetheless, the Company's future funding
requirements remain material and dependent on the successful completion of further capital raising and project
development milestones.
These conditions indicate the existence of a material uncertainty that may cast significant doubt on the
Company's ability to continue as a going concern and, therefore, whether it will realise its assets and discharge
its liabilities in the normal course of business.
My opinion is not modified in respect of this matter.
KEY AUDIT MATTERS
Key audit matters are those matters that, in my professional judgement, were of most significance in my audit
of the financial statements of the current period. These matters were addressed in the context of my audit of
the financial statements as a whole, and in forming my opinion thereon, and I do not provide a separate opinion
on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern
section above, I have determined the matters described below to be the key audit matters to be communicated
in my report.
Key Audit Matter 1 – Carrying Value of Exploration and Evaluation Assets
Refer to Note 2 (Accounting Policies – Exploration, Evaluation and Development Expenditure) and Note [9]
(Exploration and Evaluation)
Risk / Why this is a Key Audit Matter How my audit addressed the matter
As at 31 March 2026, the Company carried – Reviewed the Company's accounting
capitalised exploration and evaluation (E&E) policy for E&E expenditure and assessed
expenditure of $9,592,866 (2025: $5,188,748),
representing the single most material asset on
its consistent application, including the
appropriateness of the policy for costs
the Company's balance sheet and comprising capitalised following grant of Resource
the acquisition cost of Mining Permit MP 60785 Consent for the Northern Resource Block.
together with directly attributable evaluation and
– Confirmed the continued validity of Mining
development costs capitalised following the
Permit MP 60785 (expiry 20 July 2042)
grant of Resource Consent for the Northern
and that the Company retains exclusive
Resource Block in October 2024.
rights to explore and evaluate the permit
area.
The Company's accounting policy requires – Agreed a sample of expenditures
exploration costs to be expensed as incurred,
with tenement acquisition costs and post-
capitalised during the year to supporting
invoices, contracts, and management's
Resource Consent development and evaluation
costs capitalised once management determines
the tenement is likely to be developed. This
assessment of the nature of each cost,
confirming costs are directly attributable to

requires significant judgement in determining
which expenditures qualify for capitalisation
versus expensing, particularly as the project
transitions from pure exploration toward pre-
feasibility and feasibility-stage activities.
Under NZ IFRS 6, impairment indicators must be
assessed at each reporting date. Given the
Company progressed its Definitive Feasibility
Study (DFS) during the year, is advancing
resource consent for the Southern Resource
Block, and listed on the NZX Main Board on 27
February 2026, management's impairment
assessment involved judgements about the
continued technical and commercial viability of
the Barrytown Mineral Sands Project.
Given the materiality of the E&E asset balance,
the significant judgements inherent in the
capitalisation policy and impairment
assessment, and the heightened scrutiny that
accompanies a company's first year as an NZX-
listed entity, I identified the carrying value of E&E
assets as a key audit matter.
evaluation and development activities
within the permit area.
– Reviewed the DFS progress, board and
management reports, and project budgets
to assess whether there are indicators that
substantive further expenditure on the
Barrytown Mineral Sands Project is planned
and that no decision to discontinue has
been made.
– Evaluated impairment indicators under NZ
IFRS 6, including: the status of Resource
Consent for the Northern and Southern
Resource Blocks; the project's inclusion in
the New Zealand Government's Fast Track
Approvals legislation; the outcome of the
Financial Model Report as prepared by
management and their expert in March
2026 (NPV USD 281 million, IRR 28.8%);
and the absence of any decision to
discontinue exploration.
– Considered whether the NZX listing and
associated investor scrutiny introduced
any additional impairment indicators not
previously identified.
– Assessed the adequacy and completeness
of disclosures in the financial statements
relating to the E&E asset, including the
accounting policy, nature of costs
capitalised, impairment assessment, and
key judgements applied.
Key Audit Matter 2 – Valuation and Classification of Convertible Notes and Embedded
Derivatives
Refer to Note 2 (Accounting Policies – Convertible Notes), Note [13] (Convertible Notes) and Note [14] (Derivative)
Risk / Why this is a Key Audit Matter How my audit addressed the matter
As at 31 March 2026, the Company had – Obtained and reviewed the terms and
convertible notes on issue totalling $235,370 conditions of all convertible notes on issue,
(2025: $5,373,527 before post-balance-date including conversion mechanics, coupon
conversions) including embedded derivatives of rates, maturity dates, discount rates to
$10,290,474 (2025: $40,812). The notes are listing price, and any amendments agreed
denominated in both Australian and New during the year.
Zealand dollars and carry conversion features
– Assessed management's accounting
that are at a discount to the Company's historic
treatment of conversion events triggered
and current share price on the NZX as of this
by the substantial modification of
report date. The Company completed a listing on
conversion terms on 31 December 2025.

the NZX Main Board in March 2026 through a
‘Direct Listing’.
The conversion feature constitutes an embedded
derivative under NZ IAS 32 and NZ IFRS 9, which
must be bifurcated from the host debt instrument
and remeasured at fair value at each reporting
date, with movements recognised through profit or
loss.
On 31 December 2025, the Company amended
the terms of the convertible notes. Specifically,
the conversion terms were amended. This
change represented a substantial modification to
the terms of the convertible note. As such, the
original liability was extinguished and a new
financial liability was recognised at fair value,
including a revaluation from AUD (the
denomination of the convertible notes) to NZD
(the Company’s functional currency).
Then, as at balance sheet date 31 March 2026,
the valuation of the embedded derivative
increased due to an increased likelihood of
conversion of the convertible notes.
Given the complexity of the accounting treatment,
the management judgements and estimates
involved in derivative valuation at and around the
listing date, and the materiality of the balances
affected, I identified the valuation and classification
of convertible notes and embedded derivatives as
a key audit matter.
– Agreed the conversion calculations for notes
converted during the year to the underlying
note terms, number of shares issued, and
conversion price applied, and confirmed
consistency with the terms of the notes.
– Assessed the fair value methodology applied
to the embedded derivative at each
relevant measurement date challenging
the key assumptions including probability
of conversion, timing, and discount rate.
– Recalculated effective interest method
amortisation of the host debt instrument
and agreed finance cost entries to
supporting calculations.
– Confirmed correct A$/NZ$ foreign currency
translation of A$ denominated notes at the
applicable exchange rates at each
measurement date.
– Reviewed the accounting for the Altus
Construction loan facility, including
confirmation of repayment terms,
conversion to convertible notes, and
appropriate reclassification.
– Assessed the completeness and accuracy of
disclosures in the financial statements
relating to convertible notes, embedded
derivatives, the listing event, and
associated finance costs.
OTHER INFORMATION
The directors are responsible for the other information. The other information comprises the Directors' Report
for the year ended 31 March 2026, but does not include the financial statements and my auditor's report thereon.
My opinion on the financial statements does not cover the other information and I do not express any form of
assurance conclusion thereon.
In connection with my audit of the financial statements, my responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
my knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work I
have performed, I conclude that there is a material misstatement of this other information, I am required to
report that fact. I have nothing to report in this regard.

RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS
The directors are responsible on behalf of the Company for the preparation and fair presentation of the financial
statements in accordance with NZ IFRS and for such internal control as the directors determine is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL
STATEMENTS
My objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes my
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (NZ) and ISAs will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
A further description of my responsibilities for the audit of the financial statements is located at the External
Reporting Board's website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/
This description forms part of my auditor's report.
As part of an audit in accordance with ISAs (NZ) and ISAs, I exercise professional judgement and maintain
professional scepticism throughout the audit. I also:
– Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for my opinion.
– Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control.
– Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
– Conclude on the appropriateness of the use of the going concern basis of accounting by the directors
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company's ability to continue as a going concern.
– Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.

I communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that I identify during my
audit.
From the matters communicated with the directors, I determine those matters that were of most significance in
the audit of the financial statements of the current period and are therefore the key audit matters. I describe these
matters in my auditor's report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, I determine that a matter should not be communicated in my report.
I am required to report in accordance with the Auditor Regulation Act 2011 and the Financial Reporting Act
2013. I have no relationships with, or interests in, Taiko Critical Minerals Limited other than in my capacity as
auditor.

VINAY SHEORAN
Partner
Dated: 16-June-2026

MINERAL RESOURCE AND TENEMENTS
Mineral Resource
Source: RSC report dated 6 May 2026 titled “Initial Mineral Resource Estimate for the Canoe Creek Block at the Barrytown
Critical Minerals Project” which can be found at www.taikocm.co.nz/mineral-resource-information.
Deposit Category
Mass
(Mt)
Sand
4

(%)
Sand
(Mt)
In-Situ Grade (%)
5

Material Content (kt)
8

Ilm Gar ZirVHM THM Ilm Gar ZirVHMTHM
Canoe
Creek
Measured 1.1 64.4 0.7 18.3 21.6 0.440.3 50.4 134 159 3296370
Indicated 1.7
64.2
67.1
1.1
0.3
10.5
17.5
14.0 0.224.7 32.5
116 154
65 78
3
2
272
144
359
179
Inferred** 0.5 21.0 0.439.0 48.6
Total 3.4 64.7 2.2 14.2 17.7 0.332.3 41.1 315 390 7712908
Barry-
town
Farms
Measured 7.7 80.3 6.2 7.8 10.6 0.218.7 24.9 610 820 151,4401,924
Indicated 5.8 76.0 4.4 9.2 12.2 0.221.6 28.5 530 710 10 1,2501,646
Total 13.5 78.5 10.6 8.4 11.3 0.219.9 26.4 1,140 1,530 252,6903,570
Coates
South
Measured 4.61 68.3 3.1 5.2 7.8 0.1013.2 20.5 242 362 4608948
Indicated 3.79 66.4 2.5 5.0 6.4 0.0911.5 18.7 188 245 4436711
Total 8.41 67.4 5.7 5.1 7.2 0.0912.4 19.7 430 606 81,0441,659
TOTAL
Measured 13.5 74.8 10.1 9.7 13.3 0.223.2 32.1 982 1,342 212,3453,242
Indicated
Inferred**
11.3
0.5
71.0
67.1
8.0
0.3
10.4
17.7
13.8
21.2
0.2
0.4
24.4
39.4
33.9
49.0
835
65
1,105
78
17
2
1,958
144
2,716
179
Total 25.3 72.9 18.4 10.2 13.7 0.224.1 33.2 1,882 2,525 404,4476,137
* The Mineral Resource information is based on information compiled under the supervision of Mathijs van de Ven (MAusIMM)
and Michael Gazley (MAusIMM, MAIG) of RSC, who are Competent Persons as defined in the JORC Code (2012). Both have
sufficient experience relevant to this style of mineralisation and consent to the inclusion of this information in the form and
context in which it appears.
** In accordance with clause 25 of the JORC Code (2012) Inferred Resource Estimates are qualified as approximate.
Notes to MRE summary table:
1. Estimates are rounded to reflect the level of confidence at the time of reporting.
2. The Mineral Resource is classified in accordance with the JORC Code (2012).
3. The Mineral Resource is reported at a 1% ilmenite grade cut-off.
4. Sand is defined as the particle size range of 45 pm to 2 mm.
5. In-situ grades are estimated for the particle size range 45 pm to 2 mm.
6. Valuable Heavy Minerals (VHM) % is the grade of ilmenite, garnet and zircon for the particle size range of 45 pm to 2 mm.
7. Total Heavy Minerals (THM) % is the grade of VHM plus non-valuable heavy minerals epidote, titanite, hornblende,
allanite, apatite, rutile, augite, and Ti-magnetite for the particle size range of 45 pm to 2 mm.
8. Material is contained within the sand fraction.
9. The Mineral Resource is reported on a dry basis.
10. The effective date of the MRE is 20 January 2026.
11. The Mineral Resources are contained within the proposed mining disturbance area.
12. Totals may vary due to rounding.
Schedule of Tenements
Permit Ownership Status
Registered
Holder
Date
Granted
Expiry
Date
Tier
Area
(ha)
MP 60785 100% Active
Taiko Critical
Minerals Limited
21 July
2022
20 July
2042
1 1250
[P 60917 100% Active
Taiko Critical
Minerals Limited
19 April
2024
18 April
2029
2 245

Page | 35

MINERAL RESOURCE AND TENEMENTS
Competent Person
The information in this report that relates to mineral resources is based on work completed by RSC
under the supervision of Mr René Sterk, a Competent Person who is a Fellow and a Chartered
Professional with the Australasian Institute of Mining and Metallurgy (AusIMM) and a Registered
Professional Geologist with the AIG. He is a full-time employee and principal geologist of RSC. René
holds an MSc in structural geology and tectonics from the Vrije Universiteit Amsterdam (2002) and is
the managing director of RSC. He specialises in resource estimation, grade control, reconciliation,
QA/QC and successful sampling and has a strong skill set in exploration management for gold and base
metals. René is recognised under the JORC Code as a Competent Person for gold (alluvial, shear-zone
and porphyry), base metals, seabed mineralisation, and industrial minerals (ilmenite sand, garnet sand,
diatomite). René is the principal author of many Canadian NI 43-101 and JORC resource and exploration
studies and has assisted clients with exploration programmes for these and other projects. He has
practised continuously as a mining geologist, exploration geologist, manager and consultant for mining
and exploration firms in a range of commodities since 2003. Mr Sterk has sufficient experience that is
relevant to the style of mineralisation and type of deposit under consideration and to the activity being
undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code
for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code, 2012).
Forward Looking Statement (s)
Statements relating to the estimated or expected future production, operating results, cash flows and
costs and financial condition of the work planned at the Company’s project and the expected results of
such work are forward-looking statements. Forward-looking statements are statements that are not
historical facts and are generally, but not always, identified by words such as the following: expects,
plans, anticipates, forecasts, believes, intends, estimates, projects, assumes, potential and similar
expressions. Forward-looking statements also include reference to events or conditions that will, would,
may, could or should occur. Information concerning exploration results, metallurgical results and Mineral
Resource estimates may also be deemed to be forward- looking statements, as it constitutes a prediction
of what might be found to be present when and if a project is developed.
These forward-looking statements are necessarily based upon a number of estimates and assumptions that,
while considered reasonable at the time they are made, are inherently subject to a variety of risks and
uncertainties which could cause actual events or results to differ materially from those reflected in the
forward-looking statements.
Page | 36

STATUTORY DISCLOSURES
Director Interests
Director
Relevant Interest in
Ordinary Shares
Relevant Interest in
Unlisted Options
Phil Thick 9,981,408 500,000
Geoff Donohue Nil 500,000
Christine Pears Nil 500,000
Francois Tumahai Nil 500,000

Shareholding Ranges as at 4 June 2026
Range
Total Number of
Holders
Number of
Shares Held
% of Issued
Capital
0 – 1,000 4 1,394 0.00
1,001 – 5,000
78
328,471 0.08
5,001 – 10,000
18
154,688 0.03
10,001 – 100,000 47 2,093,664 0.37
Greater than 100,000 80
406,018,273
99.52
Total 227 408,596,490 100.00

Top 20 holdings of ordinary shares as at 4 June 2026
Rank Name
Number of
Shares Held
% of Issued
Capital
1
Ileveter Pty Ltd
93,072,079 22.78
2
Fundamental Wealth Pty Ltd
37,149,327 9.09
3
Phillip Michael Hinton & Robyn Kay Hinton
22,404,147 5.48
4
New Zealand Depository Nominee
21,151,763 5.18
5
DPXS Pty Ltd
19,347,867 4.74
6
Aspermont Limited
14,779,983 3.62
7
Leonard Hugh Grey & Stallard Law (Rockhaven) Ltd
13,003,227 3.18
8
C63 Corporation Pty Ltd
11,150,771 2.73
9
Philip Andrew Thick
9,981,408 2.44
10
Spartan Nominees Pty Ltd
9,498,442 2.32
11
Nash SMSF Pty Ltd
8,071,044 1.98
12
Xie Corporation Limited
7,672,803 1.88
13 Dianne Rosalie Hansen 7,313,283 1.79
14
Tony Rallis
5,626,133 1.38
15 Alexander Dimou 5,363,424 1.31
16 Custodial Services Limited 5,178,604 1.27
17
Robert Bruce Grey
5,028,380 1.23
18 Peter Bull 5,000,000 1.22
18 Andrew John Howard & Abbie Catherine Cook 5,000,000 1.22
19
Leigh Harris
4,999,950 1.22
20
Christopher Dimous
4,702,325 1.15

Total of top 20 shareholders 315,494,960 77.21

Total issued capital 408,596,490


Substantial product holdings as at 4 June 2026
Name Number of Ordinary Shares Held % of Issued Capital
Maria Stratton-Kent 95,660,804 23.41
Yuzheng Xie
45,249,777 11.07
David Straface 22,759,731 5.57
Phillip Michael Hinton &
Robyn Kay Hinton 22,404,147 5.48

P a g e | 3 7

STATUTORY DISCLOSURES
Exercise of NZX disciplinary powers
NZX RegCo exercised its discretion to apply a trading halt on the Company’s quoted securities on 11
March 2026 while the Company provided further supporting detail to the NZX announcement titled
“Financial Model” released earlier on the same day. The trading halt was lifted on 16 March 2026.
There was no other exercise of powers by NZX RegCo under NZX Listing Rule 9.9.3 (relating to powers to
cancel, suspend or censure an issuer) with respect to the Company during the reporting period.
NZX waivers
There were no waivers granted by NZX or relied on by Taiko in the 12 months preceding 31 March
2026.
Page | 38

CORPORATE GOVERNANCE
Taiko Critical Minerals Limited (Company) has adopted a corporate governance framework that generally
aligns with the principals and recommendations set out in the NZX Corporate Governance Code January
2025 (NZX Code).
The Board has considered each recommendation set out in the NZX Code and adopted it where appropriate,
taking into account factors such as the size of the Company and the Board, resources available and activities
of the Company. Where the Company has deviated from a recommendation, the reason has been
documented below.
Policies and Charters, including the Company’s Code of Ethics and other policies and procedures relating
to the Board and its responsibilities, are available on the Company’s website www.taikocm. co.nz
The information in this statement is current as at 31 March 2026.
Explanation for departure from NZX Corporate Governance Code 2025
Recommendation Notification of Departure Explanation for Departure
2.5: An issuer should have a
written diversity policy which
includes requirements for the
board or a relevant committee of
the board to set measurable
objectives for achieving diversity
(which, at a minimum, should
address gender diversity) and to
assess annually both the
objectives and the entity’s
progress in achieving them. The
issuer should disclose the policy
or a summary of it.
The Company does not
currently include
requirements for the Board to
establish measurable
objectives for achieving
gender diversity, or for the
Board to assess annually the
objectives and the progress
towards achieving them.
The Board considers the small size and
early stage of development of the
Company’s operations make it
impractical to establish meaningful
measurable objectives for achieving
gender diversity. This will be reviewed as
the Company’s operations grow.
2.8: A majority of the board
should be independent directors.
The Company has four directors,
two of which are independent,
hence does not consist of a
majority of independent
directors.
The Board considered the Company’s
small size and early stage of
development of its operations and
believes the current four Directors
provide an appropriate balance of skills
and experience. Non-independent
Directors do not form a majority of the
Board and the Chair of the Audit & Risk
Committee (ARC) is independent. In
addition, the ARC has a majority of
independent directors. The Board
believes this mix is adequate to allow
balanced, unbiased decision making.
2.9 An issuer should have an
independent chair of the board.
The Board does not consider
that Mr Thick is an
independent director of TCM,
given that he holds 2.44% of
the issued ordinary shares of
the Company and is also a
shareholder of Gold Streaming
Co Pte Limited, which is party
to a commercial contract with
TCM.
Mr Thick has held the position of Chair
since 2021 and the Board believes he has
the leadership skills necessary for the
Company. The Board have appointed an
independent Director as chair of the audit
committee which provides independent
oversight of the Company’s activities. Mr
Thick excuses himself from any Board
discussions regarding Gold Streaming Co
Pte Limited.

Page | 39

CORPORATE GOVERNANCE
The following information details the extent to which the Company has followed each of the recommendations in the
NZX Code.
Code of ethical behaviour
The Directors, senior management and employees are expected to maintain the highest standards of honesty, integrity
and ethical conduct in day to day behaviour and decision making, including compliance with all laws and regulations and
maintenance of confidentiality. The Board has adopted a Code of Ethics which incorporates the requirements set out in
Recommendation 1.1 and is available on the Company website.
Failure to comply can result in disciplinary action, including, where appropriate, dismissal. The Board has not
adopted a Whistleblower Policy, however Directors, senior management and employees have direct access to
the Chair and are encouraged to contact the Chair with any suspected departure from the Company’s Code of
Ethical Behaviour.
Financial products trading policy
The Financial Products Trading Policy sets out the requirements that all Directors and employees must follow
when trading in financial products of the Company. This policy restricts directors, employees and consultants
from trading in certain blackout periods and when in possession of material price sensitive information relating
to the Company that is not publicly available. Application to trade within these restricted periods must be made
in writing for approval prior to trading in the Company’s securities. The policy is available on the Company’s
website.
Role of the Board
The Governance Code sets out the respective roles, responsibilities, composition and structure of the Board and
senior management and is available on the Company website. The Board is responsible for the direction and
control of the Company’s activities and acknowledges the need for the highest standard of corporate governance.
The responsibility includes identification and control of business risks, the integrity of management systems and
reporting to shareholders.
The Board operates two committees:
 Audit & Risk; and
 Nomination, Remuneration and Health & Safety.
The Directors consider the existing committee structure is appropriate for the size and stage of the Company’s current
operations.
The primary objective of the Board is to build long-term shareholder value, with due regard to other stakeholder
interests. It does this by adopting the strategic plans, objectives and policies that have been set for the Company
by the Board and the Chief Executive Officer. Responsibility for day-to-day management of the Group has been
delegated to the Chief Executive Officer (CEO) and other members of senior management, to deliver effective
execution of the strategic plans and manage the daily affairs of the Company. The CEO reports regularly to the
Board on Company performance, as well as the progress being made against the strategic plans. Management is
responsible for implementing the objectives and strategies approved by the Board, within the ambit of risk set by
the Board.
Nomination and appointment of directors
The Nomination, Remuneration and Health & Safety Committee evaluates the range of skills, experience and
expertise of the existing Board, giving careful consideration to the stage of development and operating environment
of the Company. The objective is to identify candidates with particular skills that will best increase the Board’s
effectiveness. Consideration is also given to the balance of independent directors on the Board.
Candidates recommended by the remuneration and nomination committee are considered and appointed by the
Board as a whole, taking into account the range of relevant skills and experience a potential new director may
offer the Board and his or her ability to fully commit the time needed to be effective as a director of the
Company.
Each director receives a letter formalising his or her appointment. That letter outlines the key terms and conditions of
his or her appointment, including Board’s expectations of the role of director.
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CORPORATE GOVERNANCE
Director information
A profile of each director containing the skills, experience, expertise and formal qualifications of each director is
set out in the director profiles on the Company website. Director ownership interests in securities of the Company
are disclosed in the Statutory Disclosures section of the annual report. Director periods of service as at financial
year end and attendance at meetings are disclosed below.
Director
Appointment
Date
Length of
service
(years)
No of Board meetings
held during the year
while a Director
No of Board
meetings
attended during
the year
Phil Thick 25 February 2021 5.1 8 8
Geoff Donohue 4 July 2022 3.7 8 8
Christne Pears
1

15 October 2025 0.5 3 3
Francois Tumahai
1

15 October 2025 0.5 3 3

1 Having applied the Independence Criteria set out in Recommendation 2.4, the Board considers Christine Pears and Francois Tumahai to
be Independent Directors of the Company.
2 There were no meetings of the Audit & Risk or Nomination, Remuneration and Health & Safety Committees during the year,
as these committees were only formed shortly before the Company listed on the NZX in March 2026. Prior to that date all
matters relevant to these committees were discussed by the Board as a whole.
Diversity
The Company’s Diversity Policy is available on the Company’s website.
As noted in the Explanation for departure from NZX Corporate Governance Code 2025 section above, the
Diversity Policy does not include requirements for the board to establish measurable objectives for achieving
gender diversity.
Gender diversity at financial year end:

Board Officers Total No Total %
Female 1 0 1 14.3
Male 3 3 6 85.7
Total 4 3 7 100

Director training
The Board expects all directors to undertake continuous education to remain current on how to best perform
their responsibilities and keep abreast of changes and trends in economic, political, social, financial and legal
climates and governance practices. The Board also ensures that all directors are updated on relevant industry
and Company issues and that they receive copies of appropriate Company documents to enable them to perform
their roles.
Board evaluation
The B oard review s the size and composition of the board and the mix of existing and desired
competencies across members from time to time. The chair of the B oard is responsible for ensuring a
regular review of the performance of the B oard, committees and individual directors. The chair is
responsible for determining the process under w hich this evaluation takes place. The B oard reviews
annually the size and composition of the board and the mix of existing and desired competencies across
members.
The B oard is responsible for evaluating the performance of senior executives. The B oard evaluates the
performance of senior executives via an ongoing process of assessment.
The Company’s process for performance evaluations is disclosed in the Company’s Governance Code on the Company
website.
Page | 41

CORPORATE GOVERNANCE
Independence
As noted in the Explanation for departure from NZX Corporate Governance Code 2025 section above, the Board
currently consists of 50% of independent directors, rather than a majority as per Recommendation 2.8. Given
the size and stage of development of the Company, the Board does not consider it is practical or beneficial to
appoint or remove Directors to meet this recommendation. The independent Directors have significant influence
over decision making given they form half of the Board members and a majority of the audit committee members.
The factors the Board considers in determining the independence of a director are disclosed in the Company’s Governance
Code on the Company website.
Independent chair
As noted in the Explanation for departure from NZX Corporate Governance Code 2025 section above, the Board
does not consider that Mr Thick is an independent director of the Company. The Board considers there are
sufficient controls in place to mitigate this departure from the NZX Code, including:
 Mr Thick excuses himself from any Board discussions about Gold Streaming Co Pte Limited;
 Non-independent directors do not form a majority of the Board; and
 The Chair does not hold a casting vote for Board decisions.
Separation of Chair and CEO roles
The roles of Chair and CEO are held by different persons and the CEO does not currently sit on the Board of the Company.
The guideline for the Board to have separate persons for the roles of Chair and CEO are disclosed in the Company’s
Governance Code on the Company website.
Audit and risk committee
The Audit and Risk Committee (ARC) Charter is available on the Company’s website. As at 31 March 2026 the ARC
comprised Christine Pears (Chair), Francois Tumahai and Phil Thick, all of whom are non-executive directors.
Christine Pears is an Independent Director with an accounting and finance background and is not the Chair of the
Board.
The ARC is responsible for the framework of internal control mechanisms that ensure proper management of the
Company’s affairs. These controls include the safeguarding of assets, maintaining proper accounting records,
complying with legislation, ensuring the reliability of financial information, and assessing and reviewing business
operational risks. The ARC is also responsible for the identification, management and reporting of climate-related
risks and opportunities. The ARC advises and assists the Board in discharging its responsibility with respect to
financial reporting, tax planning, compliance and risk management practices of the Company.
The CEO and CFO attend Audit and Risk Committee meetings at the invitation of the ARC. The ARC may invite
any senior management member to present on their respective function or a particular subject matter that is
relevant to the ARC. The Company’s external auditor also attends meetings at the ARC’s invitation. The ARC
receives feedback from the external auditor (without management present), concerning any matters that arise in
connection with the audit and performance of management’s roles.
Nomination, remuneration and health & safety committee
The N omination, R emuneration and Health & Safety Committee (N RHS) as at 31 M arch 2026 consists
of Phil Thick ( Chair) , Christine Pears and F rancois Tumahai. A majority of the NR HS committee members
are independent. The responsibilities of the NR HS Committee are disclosed in the Company’s
Governance Code which is available on the Company website. The NR HS Committee may invite any
senior management member to present on their respective function or a particular subject matter that
is relevant to the committee.
Duties of the NR HS Committee includes review ing remuneration of executive and non-executive
directors, incentive schemes and review ing the R emuneration Committee Policy (disclosed on the
Company’s w ebsite) .
Continuous disclosure
The Company has adopted a Market Disclosure Policy which sets out obligations for directors, employees and
consultants in relation to continuous disclosure. This policy is available on the Company’s website.
The purpose of this policy is to ensure the Company complies with its continuous disclosure obligations by ensuring timely,
accurate and complete information is provided to all shareholders and market participants. In
Page | 42

CORPORATE GOVERNANCE
addition to this policy, Directors formally consider at each Board meeting whether there is relevant material information
which should be disclosed to the market.
Financial reporting
The ARC oversees the quality and integrity of external financial reporting including the accuracy, completeness
and timeliness of financial statements, and ensuring the financial reporting is balanced, clear and objective. It
reviews annual and half year financial statements and makes recommendations to the Board concerning the
application of accounting policies and practices, areas of judgement, compliance with accounting standards, stock
exchange and legal requirements, and the results of the external audit.
Non-financial reporting
The Company assesses its exposure to environmental, economic and social sustainability as part of the overall
framework for managing risk. The Board is committed to high standards of environmental performance to enable
an efficient and sustainable future for the Company’s operations. Accordingly, the Company has engaged
experienced consultants to assist with setting up and operating industry best practice procedures for the
management of Company specific environmental factors, including water conservation, ecological management,
sustainable mining and rehabilitation practices and wetland preservation initiatives.
The CEO reports on environmental, economic and community matters at each Board meeting and the Company reports
on its compliance with environmental legislation each year in the Company’s annual report.
Remuneration
Details of remuneration are contained in the Directors R eport and in N ote 2 4 to the Financial
Statements. The Company’s R emuneration Policy is disclosed in the G overnance Code w hich can be
found on the Company’s w ebsite.
Remuneration of directors and senior executives is set by reference to payments made by other
companies of similar siz e and industry, and by reference to the skills and experience of the directors
and executives. There is currently no direct link between remuneration paid to any of the non-executive
directors and corporate performance, such as bonus payments for achievement of key performance
indicators. There are no termination, retirement or Company superannuation scheme benefits for non-
executive directors.
Risk management
The Company’s approach to risk management is disclosed in the Governance Code, which is available on the
Company’s website. The Board delegates day-to-day management of risk (including health and safety) to the
CEO. The Governance Code sets out the role of the CEO and accountabilities, including reporting of material risks
to the Company and how they are being managed.
The Board relies on risk controls being implemented effectively by management and the primary risks reported and
discussed via a standing item in the CEO Report at each Board meeting. As the Barrytown Critical Minerals Project was
not operational during the period there were no operational risk reports prepared.
The financial and business risk framework is overseen by the ARC. Health and safety risks are overseen by the NRHS.
Auditors
The Company has adopted procedures consistent with those described in recommendation 7.1 of the NZX Code, including
for the appointment, removal and remuneration of the external auditors, reviewing the terms of their engagement, the
scope and quality of the audit, reviewing and approving the nature and scope of non-audit services and ensuring rotation
of the external audit engagement partner. These procedures are disclosed in the Company’s Governance Code on the
Company’s website.
The Company invites representatives of the external auditors to attend the Annual Meeting of Shareholders and to be
available to answer shareholder questions about the conduct of their audit and the preparation and content of the auditor’s
report.
The ARC is responsible for the oversight of the Group’s external audit arrangements.
The Company is not of sufficient size or complexity of operations to justify the cost of an internal audit function. The ARC
is responsible for oversight of the risk management and internal processes, which are implemented and managed on a
day-to-day basis by the CEO and CFO.
Page | 43

CORPORATE GOVERNANCE
Shareholder rights and relations
The Board welcomes the opportunity to provide regular, meaningful information on the Company’s activities to
shareholders, including continuous disclosures to the NZX, quarterly, half-year and annual reports and the annual
shareholders’ meeting. Project and financial information, details about directors and copies of governance
documents (including policies on shareholder participation) can be accessed from the Company’s website. Annual
meetings provide an opportunity for shareholders to raise questions for their Board and to make comments about
the Company’s operations and performance.
In accordance with the Companies Act 1993, the Company’s Constitution and the NZX Listing Rules, the Company refers
any significant matters to shareholders for approval at a shareholders’ meeting. Similarly, any offer of equity securities
is conducted in accordance with these laws and rules.
Resolutions at Shareholders’ meetings are by way of poll, where each Shareholder is entitled to one vote per share.
The Company issues notices of shareholders’ meetings to shareholders and posts them on its website and NZX as soon
as these are available, being at least 20 business days prior to the meeting.
P age | 44