What did Santana Minerals Ltd announce?
Santana Minerals Ltd (NZX: SMI) filed “Annual Report to shareholders” with NZX on 29 September 2026, as an annual report announcement.
From the announcement:“Management Review – Operations 7 Bendigo-Ophir, New Zealand 8 Sustainability and ESG Update FY26 9 Bendigo-Ophir Gold Project (BOGP) 17 Snuol Project in Cambodia 25 Mining Tenement Schedule at 29 September 2026 27 Bendigo-Ophir, New Zealand 28 Cambodia (Emerald Resources NL 60% as sole contributor) 28 Corporate Governance Statement 29 Corporate Governance Statement 30 Directors' Report 39 1.”
- Which company?
- Santana Minerals Ltd (NZX: SMI)
- When was it filed?
- 29 September 2026
- Where is the original?
- NZX announcement
Annual Report to shareholders
ANNUAL REPORT
2026
CONTENTS
Management Review – Operations 7
Bendigo-Ophir, New Zealand 8
Sustainability and ESG Update FY26 9
Bendigo-Ophir Gold Project (BOGP) 17
Snuol Project in Cambodia 25
Mining Tenement Schedule at
29 September 2026 27
Bendigo-Ophir, New Zealand 28
Cambodia
(Emerald Resources NL 60% as sole
contributor) 28
Corporate Governance Statement 29
Corporate Governance Statement 30
Directors' Report 39
1. Directors and Officers 41
2. Directors’ Meetings 42
3. Remuneration Report – Audited 43
4. Principal Activities 53
5. Operating and Financial Review 53
6. Dividends 56
7. Events Subsequent to Reporting Date 56
8. Likely Developments 57
9. Environmental Regulation and Performance 57
10. Changes in State of Affairs 58
11. Directors’ Interests 59
12. Share Options 59
13. Officers’ Indemnities and Insurance 60
15. Lead Auditor’s Independence Declaration 60
Financial Report 62
Consolidated Statement of Profit or Loss *for the
Year Ended 30 June 2026 63
Consolidated Statement of Other Comprehensive
Income * for the Year Ended 30 June 2026 64
Consolidated Statement of Financial Position
*as at 30 June 2026 65
Consolidated Statement of Changes in Equity
* for the Year Ended 30 June 2026 66
Consolidated Statement of Cash flows *for the Year
Ended 30 June 2026 67
Notes to the Consolidated Financial Statements
for the Year Ended 30 June 2026 68
Consolidated Entity Disclosure Statement as at
30 June 2026 101
Directors’ Declaration 102
Additional Information 109
Additional Information Required by the Listing
Rules as at 31 August 2026 110
Shareholding Information 112
Corporate Directory 114
2
Dear Shareholders,
It is my pleasure to present the Company’s
annual report for the year ending June
30, 2026.
Twelve months ago, Bendigo-Ophir was
a study.
Today it holds a 30-year mining permit, sits
before a seven-member expert panel with
a fully lodged application, carries A$180
million of cash, has a mining fleet with
delivery slots and a freehold land position.
By June 30, Santana had invested close
to A$100 million in the project. That
commitment underpins the position we have
reached today.
The one thing it does not yet hold is a final
consent. Everything else within our control
has been put in place to move quickly once
it arrives.
The decision date has moved from October
to January, and I know that is the line most
of you read first. The better question is
what changed in those three months. The
answer is that the panel now holds the
most complete version of this project ever
assembled, and we hold everything else
required to build it.
The year opened fast. Fast-track lodged on
31 October 2025 and declared complete
within three weeks. In November came the
30-year Mining Permit. Two major regulatory
milestones within a month. Bendigo-Ophir
moved closer to development.
We did not write the application to persuade.
We wrote it to withstand. It carries what
we believe is the most thorough ecological
baseline ever assembled for this part
of Otago.
Peter Cook
Chairman
Chairman's
Letter
$ = "A$" unless otherwise stated
SANTANA MINERALS ANNUAL REPORT 20263
Then the scheme built for speed, met a
project built to scale. It drew the longest
timetable under the Act to date, and it did so
while a number of agencies were still finding
their feet in a new law. It could be argued
that is the price of going first. Fast-track
was never designed to lower the bar. It was
designed to stop the bar being moved mid-
process. On this year's evidence, the intent
of Parliament and the practice of consenting
are still some distance apart.
On the opposition, I will keep it short. The
risks opponents have raised in public is a risk
we raised first, in writing, with a mitigation
attached and a page number. The difference
between us is not what we know about
this project. It is what we are prepared to
put our name to. We have answered every
question the panel asked, filed our updated
conditions on 28 August. The finish line for
this application is in sight.
Mining has detractors everywhere, and
modern life has no substitute for what it
produces. If it is not grown, it is mined. That
is not a slogan, it is the bill of materials for
every phone, turbine and hospital in the
country. Gold in the ground is potential.
Gold developed responsibly is jobs, export
earnings, taxes, royalties and a regional
skills base that outlasts the mine. On our
numbers, that means more than 800 direct
and indirect jobs and close to NZ$2 billion to
the Crown over the life of the project.
Central Otago exists in its current form
because of a gold rush. The next generation
of this region will be shaped by this one, and
this time the shovels are already ordered.
Komatsu build slots are locked in. Overseas
Investment Office consent for the land is in
hand. The raw water pipeline is in the ground.
A NZ$1.25 million annual community fund
is written into the Road Access Agreement
with Central Otago District Council. Drilling
at Rise and Shine has pushed mineralisation
well past the current resource. And a A$130
million placement, backed by many of you,
gives us a balance sheet that carries us
into construction. While the debate ran, the
company got built. None of it waited for a
decision date.
To our shareholders: thank you. You have
looked past the noise to the asset, and a
board notices when experienced investors
keep buying the evidence rather than the
headlines. Your patience is a commercial
judgement, and we intend to prove it right.
To my fellow directors, thank you. And to
Damian and Sam in particular: this was a
year that rewarded stamina and straight
dealing, and you showed both every day of it.
I also want to acknowledge Kim Bunting, who
recently retired from the Board.
Kim was a driving force behind the early
work that brought Santana to Central Otago
and ultimately led to the discovery of Rise
and Shine. Discoveries like this have long
histories, and Kim has an important place
in ours.
He remains a significant shareholder and
supporter of Santana, and we wish him well
in his voyages.
We hold a large, permitted gold deposit in
a country that says it wants investment.
Subject to the panel's decision, the coming
year should be the one in which Bendigo-
Ophir moves from the consenting table to the
ground, and the value that has been sitting in
those hills starts to show up in yours.
Yours faithfully,
Peter Cook
Chairman
SANTANA MINERALS ANNUAL REPORT 20264
Damian Spring
CEO and Executive Director
Dear Shareholders,
The past year has been about getting
Bendigo-Ophir ready for construction.
For Santana, that has meant more than
progressing studies and approvals. We
have been building the people, capability,
infrastructure and systems needed to turn
a significant gold discovery into an
operating mine.
Just over 12 months ago, we appointed Paul
Miles as General Manager. With Paul we have
assembled an experienced team across
construction, mining, technical services
and environmental management. Most of
the team are Kiwis and are based locally
in Cromwell or the surrounding towns. The
people who will ultimately be responsible
for delivering and operating Bendigo-Ophir
are helping shape how it is designed,
constructed and prepared for operation.
During the year we committed to our
Komatsu mining fleet, advanced the water
borefield and associated pipeline, began
establishing our new base at Ardgour Flats
and secured the private land required for
the Project.
It has been satisfying to see some of this
work become tangible. Equipment is now
coming off production lines in Japan, with
our first dozers already in New Zealand.
Infrastructure that existed on drawings not
long ago is now appearing on the ground.
The business itself increasingly looks like
the organisation that will build and operate
a mine.
CEO
Review
SANTANA MINERALS ANNUAL REPORT 20265
At the same time, we have not lost sight of
what brought us here in the first place.
Rise and Shine continues to demonstrate
its scale and, importantly, remains open
at depth. Drilling during the year extended
known mineralisation well beyond the
existing Mineral Resource and reinforced the
opportunity that remains within this system.
We will continue to grow and convert the
resource as the mine develops and as
access improves.
For me, that is one of the more exciting
aspects of Bendigo-Ophir. We are working
to establish a mine based on the resource
we have already defined, while retaining
substantial opportunity for the operation to
evolve over time.
We have applied the same disciplined
approach to tenure and approvals.
During the year we secured a 30-year mining
permit over the Rise and Shine area. Our
Fast-track application was also accepted as
complete by the Environmental Protection
Authority and has since progressed through a
detailed assessment by the Expert Panel.
I want to particularly acknowledge Cheryl
Low and our environmental team, together
with the many technical specialists and
advisers who have supported them.
They have worked through an extensive
programme of questions and technical
matters with professionalism, patience and a
strong commitment to getting the
detail right.
That work is increasingly turning toward
implementation. The team is developing the
management plans, monitoring programmes
and operating systems that would give
practical effect to consent conditions should
approval be granted.
Receiving an approval is one milestone.
Being ready to act on it is another.
There is still significant work ahead and the
remaining approvals matter. We do not take
their outcome for granted. Our job is to keep
advancing the things within our control, so
Santana is ready for each stage that follows.
I would like to thank our employees and
contractors for what they have achieved
during the year, the Board for its support
and judgement, and our shareholders for
continuing to support the Company.
Finally, I want to acknowledge Kim Bunting,
who recently retired from the Board. Kim’s
work led to the discovery of RAS and created
the opportunity Santana has today.
We have a wonderful discovery. Our
responsibility now is to turn it into an
enduring mining operation.
That is the task ahead of us, and one we
approach with confidence, discipline and a
clear sense of what still needs to be done.
With thanks,
Damian Spring
CEO and Executive Director
SANTANA MINERALS ANNUAL REPORT 20266
MANAGEMENT REVIEW –
OPERATIONS
SANTANA MINERALS ANNUAL REPORT 20267
Bendigo-Ophir,
New Zealand
Year at a Glance
FY26 was a year of substantial progress for
the Bendigo-Ophir Gold Project (BOGP),
with Santana advancing the Project across
technical studies, permitting, engineering and
early development activities.
The year commenced with the release of
the Updated Pre-Feasibility Study, which
confirmed a Probable Ore Reserve of 15.0 Mt
at 2.58 g/t Au for 1.24 Moz and demonstrated
the technical and economic basis of the
proposed development. Throughout the year,
drilling and technical programmes continued
to improve confidence in the orebody and
support detailed mine planning, engineering
and development activities.
Permitting advanced materially during the
year. The Project’s substantive application
under New Zealand’s Fast-track Approvals
Act (FTA) was lodged in October 2025 and
subsequently accepted, while the grant of a
30-year Mining Permit represented another
major step towards development.
The Company also received Overseas
Investment Office approval for the
acquisition of 3,680 hectares of freehold land
encompassing key areas of the proposed
development, providing greater certainty over
long-term land access and project execution.
In parallel, the Company progressed detailed
engineering and early works across the
Project, including site establishment, access,
water supply and other critical infrastructure,
together with the procurement of key long-
lead equipment and the Project’s mining fleet.
By year end, the BOGP had advanced
materially across its principal development
workstreams. With the Ore Reserve
established, key technical studies
substantially advanced, the Mining
Permit secured, Fast-track approvals well
progressed, strategic land acquisition
approved and early works underway, the
Project entered FY27 with a clear pathway
towards construction and development.
Community Engagement
Community engagement remained an
important part of project development during
FY26, supporting Santana’s understanding
of local priorities, workforce capacity and
regional business participation. During the
year, the Company delivered 30 community
drop-in sessions, 22 presentations and
site visits, recorded 182 stakeholder
interactions and 82 business interactions,
and participated in three major public events
reaching approximately 900 people.
Local interest in the Project’s economic
opportunity is also significant. Santana has
received more than 1,000 expressions of
employment interest, while an independent
economic impact assessment prepared for
the Fast-track Approvals process estimates
that, during operations, the Project could
contribute approximately NZ$360 million
to GDP annually, support an average of 351
direct jobs, generate approximately NZ$1.8
billion in taxes and royalties over the Project
life and support up to 814 positions when
indirect and induced activity is included.
Santana also contributed more than
NZ$44,000 during FY26 through
sponsorships, donations and community
initiatives supporting local organisations
and activities. The independent Santana
Mines Supporters group has grown to more
than 15,000 members, while the Company
now has approximately 22,000 New Zealand
shareholders, reflecting broad domestic
ownership and interest in Santana’s future.
Further detail on Santana’s environmental,
social and governance priorities, community
feedback and response, mana whenua
engagement and future reporting framework
is set out below in the Sustainability and
ESG Update.
SANTANA MINERALS ANNUAL REPORT 20268
Sustainability and
ESG Update FY26
This first Sustainability and ESG Update
establishes Santana’s baseline for future
reporting as Bendigo-Ophir advances towards
development. It covers environmental
priorities, community and mana whenua
engagement, workforce and local opportunity,
health and safety, governance, and the
actions taken in response to stakeholder
feedback. Future reporting will measure
progress against this FY26 baseline.
Our ambition is to build Bendigo-Ophir into a
gold operation that earns confidence through
performance and delivers lasting value for
shareholders and the region. That future is
decided now; in the practices we establish
before production and in the evidence we
gather to measure them.
Consent is a milestone, not the finish line.
Community confidence has to be earned for
the life of the operation, and the best time to
find a risk is before it is built. That is why this
first sustainability and ESG update begins
with months of community engagement: what
we did, what we heard and what changed
because of it. It is our starting point, and the
benchmark we will be measured against.
Our reporting will grow with the business,
adding environmental baselines and
performance data as the project advances.
This update draws on the social and
governance disclosures relevant to our stage
of development in the SASB Metals and Mining
Standard and the GRI Mining Sector Standard
(GRI 14).
SANTANA MINERALS ANNUAL REPORT 20269
Our Approach
The quality of a mining project is shaped well
before production begins. Decisions made in
development determine how the operation
runs, how it relates to its community and
the condition of the land after mining ends.
Santana weighs environmental and social
responsibilities alongside technical and
commercial decisions while the opportunity
to get them right is greatest. Five pillars carry
that approach into everyday work:
• Governance: ethical conduct, clear
accountability, sound risk management
and open disclosure.
• Environmental responsibility: careful
planning for water, biodiversity, tailings,
emissions and rehabilitation.
• Working with mana whenua: respectful
engagement with Kā Rūnaka and
recognition of kaitiakitanga.
• Community engagement: meaningful
opportunities to be heard, considered
responses and clear reporting back.
• Health, safety and wellbeing:
a workplace where people are supported,
risks are addressed and everyone goes
home safely.
What matters most
Sustainability reporting is only useful when it
focuses on the issues that matter most to the
business and to the people affected by it. For
this first update, community engagement is
the materiality lens. The topics raised most
often between October 2025 and June 2026
were employment and recruitment, water,
closure and rehabilitation, tailings, roading
and access, mining methods, accommodation
and ecology. A formal assessment, including a
structured stakeholder survey, will test these
priorities and identify gaps.
Environmental
Environmental planning at Bendigo-Ophir
connects today's decisions with how the site
will be managed through operations and
after closure. Our priorities are water,
biodiversity, energy and emissions, waste,
tailings and rehabilitation.
Community feedback has already
strengthened the proposals. Downstream
water monitoring has been brought forward
and extended to Bendigo Creek and the
Lindis River. The proposed Biodiversity and
Heritage Enhancement Fund has doubled
to NZ$10 million. Further 3D modelling of
groundwater is informing the management
and contingency measures proposed for
consent conditions. Technical assessments
and any conditions imposed through the Fast
Track process will guide implementation, and
future reporting will establish environmental
baselines and track performance against
them, including where we can do better.
SANTANA MINERALS ANNUAL REPORT 202610
Social
Community engagement
Our approach is to listen, respond, improve
and report back. Community interest
extended drop-in sessions from Cromwell
and Tarras to eight communities, from Ophir
to Lake Hāwea, and most presentations and
site visits followed invitations from community
organisations. As questions became more
technical the format evolved: in June 2026,
presentations began incorporating a 3D site
fly-through.
SANTANA MINERALS ANNUAL REPORT 202611
Engagement activity, FY26 (to 30 June 2026)Result
Community drop-in and presentation sessions30
Business, school and community presentations22
Agricultural and Pastoral Shows3
Communities engaged8
Community Liaison Group meetings5
Radio Central community updates33
Work notices to neighbours12
Social media viewsOver 2.5 million
Community inbox enquiries answeredMore than 250
Source:
MGL Community
and Stakeholder
Engagement
Update Report.
Engagement brought support and constructive
scrutiny. Feedback was generally positive in
Alexandra, Cromwell and Lake Hāwea and
mixed in Luggate, Ophir and Tarras, with
discussion focused on water, seismic risk,
rehabilitation bonds and potential effects on
tourism and wine. During road and geology
compound works, residents received advance
notices and direct access to an independent
project manager, backed by practical support:
generator offers ahead of power interruptions,
fence and entrance repairs, and firewood for
neighbours and Tarras School.
Community Liaison Group
The Community Liaison Group was
established voluntarily in October 2025
to give the community a standing forum
with direct access to project leadership.
Membership has since widened to include
mining operational and regional economic
development experience. The Group has
reviewed our communications, challenged
our assumptions and named community
concerns. Its input has shaped site visits,
prompted publication of sponsorship criteria
and refined the presentation format.
SANTANA MINERALS ANNUAL REPORT 202612
What changed because the community asked
Community feedbackOur response
More communities, not just Cromwell and TarrasEngagement expanded to eight communities
Better access to information
3D fly-through, five technical factsheets, project
overview brochure, cyanide explainer video
An ongoing forumCommunity Liaison Group established
Let us see the siteGuided site visits introduced and expanded
Understand accommodation pressureWorkforce survey completed, January 2026
More transparency on sponsorshipCriteria published on the website
Assurance on downstream water
Monitoring brought forward and extended to
Bendigo Creek and the Lindis River
Confidence in the site after closureMatakinui Trust proposed, funded to $50 million
Source:
MGL Engagement
Update Report,
Table 4 and
Section 8.
Iwi and mana whenua
We recognise mana whenua's relationship
with the land and waterways of Bendigo-
Ophir. Engagement with Kā Rūnaka began
in 2017 and continued through the Fast
Track process. This year Aukaha prepared
a Cultural Impact Assessment on behalf
of Kā Rūnaka, grounded in mana, mauri,
tapu and noa, and whakapapa. Kā Rūnaka
representatives reviewed application
material, made formal submissions,
participated in expert conferencing and
consent condition workshops, and hosted a
tikanga-led hearing at Ōtākou Marae.
Santana had invested approximately
NZ$1 million in this work at 30 June 2026.
Future reporting will track engagement,
cultural awareness training and progress
against agreed commitments.
SANTANA MINERALS ANNUAL REPORT 202613
Our people and local opportunity
Employment was the most frequently raised
topic across communities, with housing
the principal associated concern. To inform
workforce planning, in January 2026 we
surveyed people who had registered interest
in working on the project.
Workforce survey, January 2026Result
Responses647
Already live locally48%
Accommodation within one hour of the project67%
Would use company transport if available94%
Hold the right to work in New Zealand97%
Source:
MGL Engagement
Update Report,
Table 3 and
Figure 8.
The results changed our plans. The transport
finding firmed our commitment to provide
worker transport, reducing traffic and amenity
effects for residents near the site, and the
accommodation data tempered projections of
housing demand. As Santana grows, we will
report on workforce, local employment and
skills development.
SANTANA MINERALS ANNUAL REPORT 202614
Community investment
Santana continued to fund scholarships
and to support local education, emergency
services, sport, heritage and events, including
the World Gold Panning Championships,
Cromwell Fireworks and Street Party, and Light
Up Winter Cromwell. Published criteria now
guide sponsorship decisions. An agreement
with Central Otago District Council provides
NZ$1.25 million annually, indexed, for
community benefit over its term, and the
proposed Matakinui Trust, with planned
funding of NZ$50 million, is intended to
support long-term stewardship of the site
after closure.
Health, safety and wellbeing
The safety of employees and contractors
is a core responsibility as we prepare for
development. Reporting will cover hazard
management, emergency preparedness,
training and worker participation, alongside
injuries, incidents and the actions taken to
prevent recurrence.
SANTANA MINERALS ANNUAL REPORT 202615
Governance
Strong governance turns commitments into
accountability. As an ASX- and NZX-listed
company, Santana's governance rests on
ethical conduct, transparent disclosure and
disciplined risk management. Sustainability
reporting will make clear who is responsible
for environmental, community and workforce
commitments, how performance is
scrutinised and how concerns are resolved.
Our principal risks span consenting, project
delivery, financial management, health and
safety, environmental effects and community
relationships. Climate-related and information
security reporting will develop alongside these
priorities. Cyber security policies, protective
measures and staff awareness programmes
are established and regularly reviewed.
Looking Ahead
Engagement does not end with the Fast
Track process. Through the Community
Liaison Group, our relationship with mana
whenua, public updates, site visits and
community investment, we will keep listening
and keep reporting back. This year establishes
the baseline. Next year we report progress
against it.
SANTANA MINERALS ANNUAL REPORT 202616
140
120
100
80
60
40
20
0
Open Pit
Underground
Year 1Year 2Year 3Year 4Year 5Year 6Year 7Year 8Year 9Year 10Year 11Year 12Year 13Year 14
Production (kOz)
Updated PFS gold production profile
Option to increase ounces per annum with mill upgrade to 1.8Mtpa
Bendigo-Ophir
Gold Project (BOGP)
Project Overview
The BOGP is New Zealand's most significant
single gold discovery in over four decades,
located in the Central Otago region of the
South Island, approximately 20 km north
of Cromwell and 65 km from Queenstown.
The Project sits within approximately 324
km
2
of mineral tenure across the historic
Otago Goldfields, one of New Zealand’s most
significant gold-producing regions.
The Project hosts a multi-deposit gold system
centred on the flagship Rise and Shine (RAS)
deposit, which has a Mineral Resource of
2.08 million ounces of gold at an average
grade of 2.4 g/t Au. Additional satellite
deposits, including SRX and Come-in-Time,
add scale and exploration upside across a
broader mineralised corridor, with SRX also
contributing to the Project’s Ore Reserve.
The FY26 year was transformational for the
Company. What was an advanced exploration
and pre-feasibility stage company at the
beginning of the period had, by year-end,
secured its Mining Permit, advanced through
the Fast-Track Approvals process toward
a final consent determination, completed
landmark land acquisitions, raised ~A$190
million in equity capital, and commenced
early works on the ground. The Company
is on track for a Final Investment Decision
upon FTA approval, with construction starting
immediately after in Q1 next year.
Current Mining Study Outcomes
In July 2025, the Company released an
updated Pre-Feasibility Study ("Updated PFS")
for the Project, representing a significant
advancement in the scale, definition and
confidence of the Project's development
case. Prepared by a consortium of experts
across mine design, scheduling, construction
and environmental management, the
Updated PFS incorporated the expanded Ore
Reserve, refined mine design and extensive
metallurgical testwork completed to that time.
Production & mine design
The Updated PFS defines a 1.2 million tonne
per annum conventional Carbon-in-Leach
("CIL") processing operation, targeting
peak annual production of 120,000 ounces
of gold and an average of approximately
90,000 ounces per annum over an initial
mine life of 13.8 years. The mine plan
incorporates an open-pit operation at the
Rise and Shine from Year 1, with underground
mining commencing in Year 7 to access
higher-grade ore at depth. Metallurgical
testing has confirmed 93.4% gold recovery,
including 32% gravity recovery of coarse
gold, through six phases of test work.
Source: Gold production forecast from open pit and underground mining based on the Updated PFS metrics (June 2025)
SANTANA MINERALS ANNUAL REPORT 202617
Financial returns
At the A$4,950 per ounce gold price
assumed in the Updated PFS, the Project
delivered an after-tax NPV of A$1.52 billion
at a 6.5% discount rate, an IRR of 65% and a
payback period of approximately 1.7 years.
Undiscounted after-tax free cash flow over
the initial mine life was approximately A$2.5
billion. At gold prices of approximately
A$6,000 per ounce prevailing at the time
of writing, subsequent sensitivity analysis
indicates materially stronger project
economics, including an after-tax NPV of
approximately A$2.1 billion.
Capital & operating costs
The PFS estimated initial capital expenditure
of A$277 million (including a 10%
contingency) and All-In Sustaining Costs
("AISC") of A$1,842 per ounce. The Project's
development proposition is supported
by its proximity to established regional
infrastructure, including grid-connected
hydroelectric power, a 66 kV substation
approximately 8 km from the Project, a
freshwater borefield (5 km) and established
road access. This existing infrastructure,
together with ongoing design optimisation
and engineering refinement, provides a strong
foundation for efficient Project development
and a competitive operating cost profile.
Project MetricUpdated PFS
Mine Life13.8 years (initial)
Processing Rate1.2 Mtpa
Peak Production120,000 oz Au per annum
Gold Recovery93.4%
Initial CapitalA$277 million
AISCA$1,842 per oz
After-Tax NPV (6.5%)A$1.52 billion @ A$4,950/oz
After-Tax IRR65%
Payback Period<1.7 years
Land Acquisitions
During FY26, Santana materially strengthened
its control over land required for the
development of the Bendigo-Ophir Gold
Project, entering into binding agreements
to acquire key areas of Ardgour and
Bendigo Stations.
In July 2025, the Company agreed to acquire
approximately 2,880 hectares of Ardgour
Station for NZ$25 million. The acquisition
secures land associated with the proposed
Project and supporting infrastructure and will
extinguish an existing 1% gross production
royalty applying over approximately half of
the presently defined RAS orebody and the
down-plunge potential of the RAS, CIT and
SRX deposits.
This was followed in October 2025 by a
binding agreement to acquire approximately
797 hectares of Bendigo Station for NZ$50
million. The land encompasses the proposed
mining areas and associated infrastructure at
RAS, SRX, SRXE and CIT. The transaction also
includes the extinguishment of the existing
1.25% net smelter return royalty applicable to
the first one million ounces of gold produced
from the Bendigo lands. During the year,
the Company also exercised its existing
option to acquire approximately 92 hectares
of strategically located land for NZ$4.75
SANTANA MINERALS ANNUAL REPORT 202618
million, securing the corridor for water supply
infrastructure and pipelines from the Clutha-
fed borefield to the Project.
Together, the acquisitions are intended to
provide Santana with freehold control over the
areas directly affected by the proposed mining
operations and associated infrastructure.
Securing this land provides greater certainty
over access and development, reduces
competing land-use risk and gives the
Company greater control over the Project
through construction, operations and eventual
closure. The extinguishment of the associated
royalty interests provides an additional long-
term benefit to the Project.
As the acquisitions involved sensitive New
Zealand farmland and Santana is an overseas
person for the purposes of the Overseas
Investment Act 2005, completion was
conditional on consent under New Zealand’s
overseas investment regime.
In May 2026, the Overseas Investment Office
granted the required consent for Matakanui
Land Limited to acquire approximately 3,680
hectares across Ardgour and Bendigo Stations
for aggregate consideration of approximately
NZ$80 million. In granting consent, the OIO
concluded that the investment was likely
to benefit New Zealand, citing anticipated
benefits including capital investment,
employment, increased export receipts, local
economic activity and alignment with the
Government’s Minerals Strategy.
At year end, Santana had therefore secured
binding contractual rights and the necessary
overseas investment approval for the
acquisition of the freehold land forming the
core of the BOGP development footprint,
further strengthening the Company's control
over the Project as it advances towards
development.
Cautionary Statement –
Inferred resources included in
production target
Of the Mineral Resources planned for
extraction under the Updated PFS production
model approximately 93% is within the
Indicated Resources category, with the
balance (7%) being classified within the
Inferred Resources category. There is a lower
level of geological confidence associated
with Inferred Mineral Resources and there
is no certainty that further exploration work
will result in the determination of Indicated
Mineral Resources or that the production
target itself will be realised.
Fig 1:
Bendigo-Ophir
Project footprint
showing proposed
mining areas, key
infrastructure and
strategic landholdings.
SANTANA MINERALS ANNUAL REPORT 202619
Early Works and
Development Readiness
During FY26, Santana materially advanced
the Bendigo-Ophir Gold Project through a
programme of permitted early works and
procurement activities designed to de-risk
the development schedule and position
the Project for an efficient transition into
full construction following receipt of the
remaining project approvals.
Early works initially focused on enabling
infrastructure and site access. Approximately
5 km of raw-water pipeline was installed from
the Project borefield towards the mine site,
while works commenced on upgrades to
the public road network forming the primary
Project access route. Initial site access works
and preparation of building platforms were
also undertaken.
As the programme progressed, construction
activity expanded at the Project entrance on
Ardgour Flats, including preparation of access
from State Highway 8 and enabling works for
the proposed mine administration facilities
at the entrance to Shepherds Valley. Power
infrastructure was progressed in parallel with
Aurora Energy, including upgrades to the local
distribution network required to support the
proposed 66kV grid connection to the Project.
The Company also advanced procurement
of key long-lead equipment. During the
year, Santana secured build slots with
Komatsu New Zealand for the Project's core
mining fleet, including PC3400 and PC2000
excavators, 140-tonne-class HD1500 haul
trucks and associated ancillary equipment.
Approximately NZ$7 million was committed
to secure the fleet, which has an indicative
capital value of approximately NZ$115 million,
with delivery timing aligned to the Project's
development schedule. The arrangement also
provides for long-term OEM technical and
product support during operations.
Detailed execution planning continued
alongside the physical works. Mine
establishment packages and bulk earthworks
sequencing were refined, process plant design
optimisation progressed, and equipment
productivity and life-cycle cost modelling was
undertaken to support final operating and
capital assumptions.
Together, the early works programme
represents an important component of
Santana's development strategy, allowing
infrastructure, procurement and execution
activities that can be undertaken ahead of
full construction to progress in parallel with
permitting and financing. This approach
is intended to reduce execution risk and
shorten the period between receipt of final
approvals and commencement of full Project
construction.
Drilling and Exploration
Exploration drilling during FY2026 focused
on two parallel objectives: resource
definition drilling within and adjacent to the
planned mining areas to increase geological
confidence and support mine planning,
and extensional drilling targeting growth of
the mineralised system beyond the current
Mineral Resource and mine design.
Drilling during the year continued to confirm
the strength and continuity of the RAS
mineralised system, while extending the high-
grade domain at RAS North beyond the March
2025 Indicated Resource boundary.
RAS North –
High-grade resource definition
Resource definition drilling at RAS North
delivered a series of thick, high-grade
intersections within the HG1 domain,
strengthening confidence in the continuity
and geometry of the high-grade core and
highlighting the potential for future expansion
of the underground mining inventory.
Among the standout drilling results reported
during FY26 were:
• MDD487: 8.7 metres at 30.6 g/t Au from
302.3 metres;
SANTANA MINERALS ANNUAL REPORT 202620
• MDD481: 13.5 metres at 8.6 g/t Au from
450.5 metres;
• MDD482: 21.1 metres at 5.3 g/t Au from
435.0 metres;
• MDD483: 27.6 metres at 3.5 g/t Au from
447.4 metres;
• MDD480: 19.3 metres at 4.0 g/t Au from
474.7 metres; and
• MDD486: 12.6 metres at 4.2 g/t Au from
479.4 metres.
The exceptional MDD487 intersection of 8.7
metres at 30.6 g/t Au ranked among the top
10 holes drilled at RAS and reinforced the
strength of the high-grade HG1 core at the
northern end of the deposit. Collectively,
drilling confirmed strong grade continuity
within HG1 and extended the high-grade
domain at least 230 metres down-plunge
beyond the Updated PFS underground
mine design, strengthening the potential for
additional underground ounces in future
mine planning.
RAS North –
Major down-plunge extension
Extensional drilling during FY26 also materially
increased the known scale of the RAS system.
A major step-out hole, MDD490, intersected
38.6 metres at 1.70 g/t Au from 758.5
metres, including 13.6 metres at 2.42 g/t
Au. The intersection was approximately 135
metres beyond the previous northern drilling
limit and approximately 465 metres north
of the current defined RAS Mineral
Resource Estimate.
MDD490 intersected the thickest zone of
silicified breccia encountered at RAS to
that time and extended the known down-
plunge extent of the mineralised system to
approximately 2.15 kilometres. The result
confirmed that the RAS system remained
open to the north and at depth, well beyond
the limits of the existing Mineral Resource and
underground mine design.
The success of this programme supported the
definition of an Exploration Target north of the
existing RAS Mineral Resource and prompted
the Company to seek additional exploration
tenure from New Zealand Petroleum &
Minerals over the interpreted northern
continuation of the system. The Exploration
Target comprises approximately 3.6–7.7 Mt at
1.9–2.8 g/t Au, containing approximately 0.52–
1.48 Moz of gold. The potential quantity and
grade of the Exploration Target are conceptual
Fig 2:
RAS and CIT Mineral
Resource domains
and FY2025–FY2026
drilling, highlighting
continued extension
of the RAS mineralised
system to the north.
SANTANA MINERALS ANNUAL REPORT 202621
Fig 3:
RAS long section
showing the high-
grade HG1 domain
and the down-plunge
extension defined by
MDD490 and MDD494.
Fig 4:
Regional exploration
across the BOGP
tenure showing
FY2025–FY2026
soil sampling,
geochemical
anomalies, historic
production areas and
priority exploration
targets.
in nature, and further exploration is required to
determine whether a Mineral Resource can
be estimated.
Regional exploration
Regional exploration continued across the
broader Bendigo-Ophir tenure during FY26,
with geological interpretation, geochemical
programmes and targeted drilling used to
assess opportunities beyond the established
RAS, SRX and CIT deposits. This work
continues to support Santana's view that
the existing Mineral Resource represents
only part of the potential of the broader
mineralised system.
SANTANA MINERALS ANNUAL REPORT 202622
Permitting and
Regulatory Progress
Regulatory advancement was the defining
achievement of FY2026, with the Company
completing two landmark steps in the
permitting sequence: securing the Project's
long-term Mining Permit and achieving formal
acceptance of its Fast-Track Approvals Act
("FTA") application for the approvals required
to develop, operate and ultimately close the
Bendigo-Ophir Gold Project.
30-year mining permit
New Zealand Petroleum and Minerals
("NZP&M") granted Mining Permit MMP 61326
to the Company during the year, providing
a 30-year mining authority over the Project
footprint, including the Rise and Shine deposit
and adjacent satellite deposits. The permit
provides the legal authority to extract and
process gold within the permit area and
represents a major de-risking milestone in the
Project’s development pathway.
Fast-track approvals act process
The Company lodged its comprehensive FTA
application with the Environmental Protection
Authority ("EPA") on 31 October 2025. The
EPA formally accepted the application in
November 2025, triggering a structured
statutory assessment process under the Fast-
Track Approvals Act legislation specifically
designed to expedite consenting for nationally
significant infrastructure projects.
An independent expert panel was appointed
to determine the application and, during
FY2026, undertook an extensive assessment
process including site visits, invited
submissions, expert conferencing, technical
hearings and requests for further information.
Santana responded with additional technical
material, updated management plans
and revised conditions as the assessment
progressed. The process is scheduled to
conclude in FY2027, with a draft decision due
November and a final decision on 20 January
2027. Subject to a favourable determination
and satisfaction of remaining conditions,
Fast-track approval would remove the
principal outstanding consenting hurdle
to construction.
Outlook FY27
FY2027 is expected to mark Santana’s
transition from permitting to execution.
With detailed engineering, procurement
and project-readiness activities advancing
in parallel, the Company is positioning the
Bendigo-Ophir Gold Project to move rapidly
into development following approval. A
favourable decision, together with completion
of financing and other project conditions,
would enable a Final Investment Decision and
commencement of full-scale construction,
with first gold targeted in 2028.
SANTANA MINERALS ANNUAL REPORT 202623
The Board's priorities for the period ahead are:
• Statutory consent decision: Achieving
a favourable determination under the
Fast-Track Approvals Act in January
2027, completing the final regulatory
requirement for construction.
• Final investment decision: Executing
a project finance facility and making the
Final Investment Decision to proceed
with full construction immediately
following consent.
• Construction commencement:
Mobilising construction contractors
and commencing the main civil works
programme, including earthworks, plant
foundations, and processing
plant erection.
• Exploration: Continuing resource
definition and extensional drilling
programmes to support reserve
conversion and extend the mine life
beyond the current 13.8-year case.
• Community & stakeholder
engagement: Deepening relationships
with the Central Otago community, mana
whenua, and local government as the
Project transitions from development
to construction.
The gold price environment remains highly
supportive. At approximately A$6000
per ounce at the time of writing, gold is
trading materially above the PFS base case
assumption, enhancing Project returns and
strengthening the investment case. The Board
and management team are committed to
delivering Bendigo-Ophir as New Zealand's
next operating gold mine, a project that
will generate enduring economic benefits for
Central Otago, for New Zealand, and for
Santana shareholders for over a decade
to come.
SANTANA MINERALS ANNUAL REPORT 202624
Snuol Project
in Cambodia
A Joint Venture
with Emerald Resources
Emerald Resources (ASX: EMR) earning up to
60% as sole contributor.
Santana holds an interest in the Snuol Project
in Cambodia through a joint venture with
Emerald Resources NL. During the year,
Emerald continued to advance Snuol as a
potential satellite source of supplemental ore
feed for its nearby Memot Gold Project.
At Snuol, Emerald completed detailed
technical work supporting an application
for an Industrial Mining Licence over the
Anchor Prospect. The exploration tenure
was subsequently rationalised to focus
on the prospective Anchor area, where
previous drilling has returned significant gold
mineralisation. Further drilling is planned to
test extensions to the mineralised corridor
and other prospective targets.
Snuol continues to be evaluated as a
potential satellite ore source for the Memot
operation, providing a pathway for Santana
to realise value from its retained interest in
the prospect.
SANTANA MINERALS ANNUAL REPORT 202625
Competent Persons Statement
The production target and the forecast
financial information derived from the
production target set out in this report were
first contained in a public announcement
released to the ASX on 1 July 2025. The
Company confirms that all material
assumptions underpinning the production
target and the forecast financial information
derived from it continue to apply and have not
materially changed.
The information in this report that
relates to Mineral Resources is based on
information contained in the following public
announcements:
• ASX Announcement titled “RAS Mineral
Resource Estimate Review” dated 4
March 2025
• ASX Announcement titled “Bendigo-Ophir
Pre-Feasibility Study” dated 15 November
2024
• ASX Announcement titled “Bendigo-Ophir
Gold Resources Increased 155% to 643k
Oz” dated 28 September 2021
The information in this report that relates
to Ore Reserves is based on information
contained in the public announcement made
to the ASX on 1 July 2025, in the Updated Pre-
Feasibility Study.
The information in this report that relates
to Exploration Results is based on information
contained in the following
public announcements:
• ASX Announcement titled “Step-out
drilling unlocks major new extension
north of RAS” dated 7 January 2026
• ASX Announcement titled “Exceptional
Drill Intercepts at RAS North Honeypot”
dated 4 December 2025
• ASX Announcement titled “Rise and
Shine potentially much bigger” dated 22
September 2025
Information relating to Exploration Targets
associated with the Company’s projects in
this announcement is extracted from the
following ASX Announcement:
• ASX Announcement titled “New
Exploration Target Unlocked at RAS” dated
10 February 2026
The reports were issued in accordance with
the 2012 Edition of the JORC Australasian
Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves. The
Company confirms that it is not aware of
any new information or data that materially
affects the information included in the original
market announcements referenced above
and, in the case of the Mineral Resource
estimates, that all material assumptions
and technical parameters underpinning the
Mineral Resource estimates in the relevant
announcements continue to apply and
have not materially changed. The Company
confirms that the form and context in
which the Competent Person’s findings are
presented have not been materially modified
from the original market announcements.
Copies of these announcements are available
to view on the Santana Minerals Limited
website www.santanaminerals.com or on the
ASX platform www.asx.com.au.
SANTANA MINERALS ANNUAL REPORT 202626
MINING TENEMENT
SCHEDULE
AT 29 SEPTEMBER 2026
SANTANA MINERALS ANNUAL REPORT 202627
Bendigo-Ophir, New Zealand
Cambodia
(Emerald Resources NL 60% as sole contributor)
NameNumberArea
2
StatusInterest
BENDIGO OPHIR, NEW ZEALAND
Bendigo-Ophir Exploration PermitEP60311252 km
2
Granted100%
Ardgour Exploration PermitEP6144440 km
2
Granted100%
Rise and Shine Mining PermitMP6132632 km
2
Granted100%
Cloudy Peak Prospecting PermitPP61533.01 135 km
2
In Recom-
mendation
100%
NameNatureArea
2
StatusInterest
CAMBODIAN PROJECTS
Snuol
Exploration
Licence
198.0 km
2
Granted34%
#
# The consolidated entity’s is party to an unincorporated joint venture agreement with Southern Gold
Limited (SGL) in respect of the Cambodian Exploration Licences, pursuant to which SGL has a 15%
unincorporated joint venture interest in the Cambodian Exploration Licences, which is free carried
until completion of a feasibility study.
The consolidated entity’s subsidiary has also entered into a farm-out and incorporated joint
venture agreement with Renaissance Cambodia Pty Ltd (Renaissance) (Farm-Out Agreement),
pursuant to which Renaissance will sole fund US$0.5 million of exploration expenditure on the
Cambodian Exploration Licences to earn a 30% shareholding in the Subsidiary. Renaissance
can elect to sole fund a further US$1.0 million of exploration expenditure on the Exploration
Licences over the following two years, to increase its shareholding in the Subsidiary to 60%. Upon
Renaissance earning a 60% shareholding in the Subsidiary, the consolidated entity may elect to
either contribute to maintain its shareholding in the Subsidiary of 40% or not to contribute, in
which case Renaissance may earn a further 25% shareholding in the Subsidiary, by managing the
Subsidiary and providing funding to complete a definitive feasibility study, during which period the
consolidated entity will be free carried.
Renaissance has met the expenditure requirements to earn a 60% interest in the Subsidiary. The
consolidated entity has elected not to contribute and is free carried to a definitive feasibility study.
SANTANA MINERALS ANNUAL REPORT 202628
CORPORATE GOVERNANCE
STATEMENT
SANTANA MINERALS ANNUAL REPORT 202629
Corporate
Governance Statement
This statement describes the corporate
governance practices of the Company and any
of its Subsidiaries (‘Consolidated Entity’) as at
the date of this report.
The board of directors recognises the need
for the highest standards of ethical behaviour
and accountability. The Board is committed
to administering its corporate governance
structures to promote integrity and
responsible decision making.
The Consolidated Entity provides this
statement disclosing the extent to which it
has followed, as at the date of this report,
the recommendations set out in the ASX
Corporate Governance Council’s Corporate
Governance Principles and Recommendations
4th Edition (‘Recommendations’). This
statement also provides details on the extent
to which those Recommendations have
not been followed and reasons for not
following them.
The following discussion outlines the
Recommendations and the extent to which
the Consolidated Entity complies with
those recommendations.
Following the end of the reporting period,
the Consolidated Entity was admitted to the
S&P/ASX 300 Index with effect from 1 July
2026. The Consolidated Entity considers
this inclusion to reflect its increased market
capitalisation, organisational growth and
evolving stage of development. In recognition
of that growth, the Board has continued to
strengthen and formalise the Consolidated
Entity’s corporate governance framework,
including through the establishment
of an Audit and Risk Committee and a
Remuneration and Nomination Committee
and the progressive review and enhancement
of its governance policies, reporting processes
and oversight arrangements. These initiatives
are intended to ensure that the Consolidated
Entity’s governance practices continue to
develop appropriately having regard to the
size, complexity and circumstances of the
Consolidated Entity.
Principle 1 -
Lay Solid Foundations for
Management and Oversight
Board and Management
The Board is accountable to shareholders
for the performance of the Consolidated
Entity and is responsible for its overall
governance, strategic direction and oversight
of management.
The Board has adopted a Board Charter
which sets out the roles and responsibilities
of the Board and management and the
matters reserved for the Board, consistent
with Recommendation 1.1 of the ASX
Corporate Governance Principles
and Recommendations.
Under the Board Charter, the Board's
responsibilities include:
• defining the Consolidated Entity's
purpose, values, strategic direction and
performance objectives;
• approving and monitoring strategic,
investment and financial plans, annual
budgets and major capital expenditure,
acquisitions, divestitures and capital
management initiatives;
• appointing and overseeing the
performance of executive management
and overseeing succession planning;
• overseeing the Consolidated Entity's
risk management, internal controls,
regulatory compliance and corporate
governance frameworks;
• approving financial reports and
overseeing the integrity of corporate
reporting and market disclosure; and
• reviewing the performance and
effectiveness of the Board, its committees
and individual Directors.
SANTANA MINERALS ANNUAL REPORT 202630
The Board has delegated responsibility for the
day-to-day management and administration
of the Consolidated Entity to executive
management, subject to the strategic
direction, policies and delegated authorities
approved by the Board.
In accordance with Recommendation 1.2, the
Consolidated Entity undertakes appropriate
background checks before appointing a
Director or senior executive, or putting
forward a candidate for election as a Director.
Shareholders are provided with all material
information in the Board's possession relevant
to a decision whether to elect or re-elect
a Director.
The Consolidated Entity has written
agreements with each Director and
senior executive setting out the terms of
their appointment, in accordance with
Recommendation 1.3.
In accordance with Recommendation 1.4,
the Board Charter provides that the Company
Secretary is accountable directly to the Board,
through the Chair, on all matters concerning
the proper functioning of the Board.
Diversity
The Consolidated Entity recognises the
benefits of a diverse workforce and has
adopted a formal Diversity Policy. The Diversity
Policy provides for the Board to set and review
diversity objectives annually and monitor
progress against those objectives.
The Board did not set measurable objectives
for achieving gender diversity during
the reporting period and, accordingly,
the Consolidated Entity did not follow
Recommendation 1.5 in full.
At 30 June 2026, approximately 39% of the
Consolidated Entity's workforce and 25% of
the Board were female.
A copy of the Diversity Policy is available on
the Company's website.
Performance review and evaluation
The Board Charter provides for the periodic
evaluation of the performance of the Board,
its committees and individual Directors. A
performance evaluation was not undertaken
during the reporting period.
The performance of senior executives is
reviewed annually against their respective
responsibilities and agreed performance
objectives. Performance evaluations of senior
executives were undertaken during
the reporting period in accordance with
this process.
SANTANA MINERALS ANNUAL REPORT 202631
A copy of the Board Charter is available on the
Company's website.
Principle 2 – Structure the Board
to Be Effective and Add Value
The Board seeks to maintain an effective
composition, size and commitment to enable
it to adequately discharge its responsibilities
and duties, having regard to the size,
scale and nature of the Consolidated
Entity's activities.
Board nominations
Prior to 30 June 2026, the Board established a
Remuneration and Nomination Committee to
assist the Board in fulfilling its responsibilities
in relation to Board composition and
succession, the selection and appointment of
Directors and senior executives, remuneration
and performance. The Committee operates
under a formal charter approved by the Board.
At 30 June 2026, the Committee comprised
Peter Cook (Chair), Emma Scotney and Kim
Bunting. Peter Cook and Emma Scotney are
independent Directors. As the Committee was
established towards the end of the reporting
period, no meetings of the Committee
were held during the reporting period. Prior
to its establishment, nomination matters
were considered by the Board as a whole.
Subsequent to the end of the reporting period,
Mr Bunting resigned from the Board and is no
longer a member of the Committee.
The Consolidated Entity does not currently
have a formal induction program for new
Directors or a formal process for periodically
reviewing the professional development needs
of existing Directors as contemplated by
Recommendation 2.6.
Remuneration
The Remuneration and Nomination
Committee assists the Board in overseeing the
Consolidated Entity's remuneration framework
and making recommendations to the Board in
relation to the remuneration of Directors and
senior executives.
The remuneration of Non-Executive Directors
is subject to the aggregate fee pool approved
by Shareholders.
Further details of the remuneration of
Directors and senior executives, including
equity-based remuneration, are set out in the
Remuneration Report in the Directors' Report.
Skills, knowledge and experience
The Board considers the mix of skills,
experience, knowledge and diversity of its
members when assessing its composition
and succession requirements. Directors are
appointed having regard to the corporate,
technical, financial and governance skills
and experience required by the
Consolidated Entity.
The Consolidated Entity did not maintain and
disclose a formal Board skills matrix during
the reporting period as contemplated by
Recommendation 2.2. The Board nevertheless
considers that its Directors collectively
possess an appropriate mix of skills,
experience and knowledge relevant to the
Consolidated Entity's current activities and
strategic objectives.
Details of the qualifications and experience
of each Director are set out in the Directors'
Report on page 41.
Assessment of independence
The Board assesses the independence of
each Non-Executive Director having regard to
the factors set out in the Board Charter and
the Recommendations.
In determining independence, the Board
considers whether a Director is free of any
interest, position, association or relationship
that might influence, or reasonably be
perceived to influence, in a material respect
their capacity to bring independent judgement
to bear on issues before the Board and to act
in the best interests of the Consolidated Entity
as a whole.
SANTANA MINERALS ANNUAL REPORT 202632
The Board regularly assesses the
independence of each Non-Executive Director
and requires Directors to disclose any matter
that may affect their independence.
Independent directors
At the date of this report, the Board comprises
four Directors, being two independent
Non-Executive Directors and two Executive
Directors. Accordingly, independent Directors
comprise half, rather than a majority, of the
Board and the Consolidated Entity does not
currently follow Recommendation 2.4.
In accordance with Recommendation 2.3,
the names of the Directors in office at the
date of this report, their status as executive
or non-executive and independent or non-
independent, their length of service and
relevant qualifications and experience are set
out in the Directors' Report commencing on
page 40.
Chairman and Chief Executive Officer
The Chair is responsible for the leadership of
the Board and the efficient organisation and
conduct of its functions. The Chief Executive
Officer is responsible and accountable
to the Board for the management of the
Consolidated Entity.
The Chair, Mr Peter Cook, is an independent
Non-Executive Director. The roles of Chair
and Chief Executive Officer are held
by separate persons, consistent with
Recommendation 2.5.
Professional advice and access
to information
Directors have the authority to seek
any information they require from the
Consolidated Entity and any Director may,
at the Consolidated Entity's cost, take such
independent legal, financial or other advice
as they consider necessary or appropriate in
the discharge of their duties, subject to the
procedures set out in the Board Charter.
Term of appointment as a director
The Constitution of the Company provides
that a director, other than the Managing
Director, may not retain office for more than
three calendar years or beyond the third
Annual General Meeting following his or
her election, whichever is longer, without
submitting himself or herself for re-election.
One third of the directors (excluding the
Managing Director) must retire each year
and are eligible for re-election. The directors
who retire by rotation at each Annual General
Meeting are those who have been longest in
office since their appointment or last election.
Principle 3 – Instil a Culture
of Acting Lawfully, Ethically
and Responsibly
Company Values
The Consolidated Entity is committed to
conducting its activities lawfully, ethically
and responsibly and to maintaining high
standards of integrity in its dealings with
shareholders, employees, communities and
other stakeholders.
The Consolidated Entity has established and
disclosed its core values of Stewardship,
Respect, Commitment and Prosperity,
consistent with Recommendation 3.1.
These values guide the conduct and decision-
making of the Board, management
and employees.
Code of conduct and ethical standards
The Consolidated Entity has adopted a Code
of Conduct which sets out the standards of
behaviour expected of Directors, officers,
employees and other persons acting on
behalf of the Consolidated Entity. The Code
of Conduct is intended to promote lawful,
ethical and responsible conduct and provides
processes for the reporting of breaches. Any
material breach of the Code of Conduct is
reported to the Board.
The Consolidated Entity has adopted
a Whistleblower Policy which provides
mechanisms for reporting concerns regarding
misconduct or improper conduct and
protections for persons making reports. The
Board is informed of any material incidents
reported under the Whistleblower Policy.
SANTANA MINERALS ANNUAL REPORT 202633
The Consolidated Entity has adopted an
Anti-Corruption and Anti-Bribery Policy
which establishes the Consolidated Entity's
requirements in relation to bribery, corruption
and related conduct. Any material breach
of the policy is reported to the Board or the
relevant Board committee.
The Consolidated Entity's Values, Code of
Conduct, Whistleblower Policy and Anti-
Corruption and Anti-Bribery Policy are
available on the Company's website.
Principle 4 – Safeguard the
Integrity of Corporate Reports
Audit committee
Prior to 30 June 2026, the Board established
an Audit and Risk Committee to assist the
Board in fulfilling its responsibilities in relation
to financial reporting, internal controls, risk
management and the external audit. The
Committee operates under a formal charter
approved by the Board.
At 30 June 2026, the Committee comprised
Emma Scotney (Chair), Peter Cook and Kim
Bunting. Peter Cook and Emma Scotney are
independent Directors. As the Committee was
established towards the end of the reporting
period, no meetings of the Committee were
held during the reporting period. Subsequent
to the end of the reporting period, Mr Bunting
resigned from the Board and is no longer a
member of the Committee.
As the Committee comprised two Non-
Executive Directors and the Company
Secretary, its composition did not meet the
requirements of Recommendation 4.1 that
the Committee have at least three members,
all of whom are Non-Executive Directors.
Accordingly, the Consolidated Entity did not
follow Recommendation 4.1 in full during the
reporting period.
The Audit and Risk Committee assists the
Board in overseeing the integrity of the
Consolidated Entity's financial reporting,
the effectiveness of its internal control
and risk management frameworks and the
independence and performance of the
external auditor.
CEO and CFO certification
In accordance with Recommendation 4.2,
before approving the Consolidated Entity's
financial statements for the reporting period,
the Board received declarations from the
Chief Executive Officer and Chief Financial
Officer that, in their opinion, the financial
records of the Consolidated Entity had been
properly maintained, the financial statements
complied with the accounting standards
and gave a true and fair view of the financial
position and performance of the Consolidated
Entity, and that their opinion had been
formed on the basis of a sound system of risk
management and internal control which was
operating effectively.
Integrity of periodic corporate reports
The Consolidated Entity periodically prepares
and releases corporate reports to the market
that are not audited or reviewed by the
external auditor, including quarterly activity
reports, quarterly cash flow reports and other
periodic corporate reports.
Where a periodic corporate report is not
subject to audit or review by the external
auditor, the Consolidated Entity has
processes to verify the integrity of the report
before its release to the market. These
processes include appropriate review by
management and, where appropriate, having
regard to the nature and materiality of the
report, review and approval by the Board.
The Consolidated Entity has followed
Recommendation 4.3 through the
above processes.
SANTANA MINERALS ANNUAL REPORT 202634
Principle 5 – Make Timely and
Balanced Disclosure
Continuous disclosure with
ASX Listing Rules
The Consolidated Entity is committed to
providing shareholders and the market with
timely and balanced disclosure of material
information concerning the Consolidated
Entity and to ensuring that shareholders
have equal and timely access to information
released by the Consolidated Entity.
The Consolidated Entity has adopted a formal
Disclosure Policy to facilitate compliance with
its continuous disclosure obligations under
the ASX and NZX Listing Rules. The Chief
Executive Officer and Company Secretary
have responsibility for identifying and
managing matters that may require disclosure,
with the Company Secretary responsible for
communications with ASX and NZX.
The Consolidated Entity's Disclosure Policy
is available on its website, consistent with
Recommendation 5.1.
The Consolidated Entity seeks to ensure that
the Board receives copies of material market
announcements before their release. Where
this is not practicable, copies are provided to
Directors promptly after release, consistent
with Recommendation 5.2.
In accordance with Recommendation 5.3,
the Consolidated Entity releases any new and
substantive investor or analyst presentation
to the ASX Market Announcements Platform
ahead of the presentation.
Principle 6 – Respect the Rights
of Security Holders
The Consolidated Entity is committed to
providing security holders with appropriate
information and facilities to enable them to
exercise their rights effectively and to facilitate
effective two-way communication with the
Consolidated Entity.
The Company maintains a website through
which security holders can access
information about the Consolidated Entity
and its governance, including annual and
half-year reports, market announcements,
corporate governance policies and other
relevant information, consistent with
Recommendation 6.1.
The Consolidated Entity has adopted a formal
Shareholder Communications Policy which
is designed to facilitate effective two-way
communication with security holders
and encourage their participation at
general meetings, consistent with
Recommendation 6.2.
SANTANA MINERALS ANNUAL REPORT 202635
The Consolidated Entity encourages security
holders to participate in general meetings and
provides opportunities for security holders
to ask questions and comment on matters
relevant to the Consolidated Entity, consistent
with Recommendation 6.3.
In accordance with Recommendation 6.4,
all substantive resolutions at meetings of
security holders are decided by poll rather
than by a show of hands.
The Consolidated Entity provides
security holders with the option to
receive communications from, and send
communications to, the Company and its
share registry electronically, consistent with
Recommendation 6.5.
Principle 7 – Recognise and
Manage Risk
The Board is responsible for overseeing
the Consolidated Entity's risk management
framework and satisfying itself that
material risks are identified and
appropriately managed.
Risk oversight
Prior to 30 June 2026, the Board established
an Audit and Risk Committee to assist the
Board in overseeing the Consolidated Entity's
risk management framework, internal controls
and material business risks. The Committee
operates under a formal charter approved by
the Board.
At 30 June 2026, the Committee comprised
Emma Scotney (Chair), Peter Cook and Kim
Bunting. Peter Cook and Emma Scotney are
independent Directors. As the Committee was
established towards the end of the reporting
period, no meetings of the Committee were
held during the reporting period. Subsequent
to the end of the reporting period, Mr Bunting
resigned from the Board and is no longer a
member of the Committee.
Management is responsible for the day-to-day
identification, assessment and management
of risk, with oversight by the Audit and Risk
Committee and ultimately the Board.
SANTANA MINERALS ANNUAL REPORT 202636
Risk management framework
The Consolidated Entity has established a risk
management framework for the identification,
assessment, monitoring and management of
material business risks.
A review of the Consolidated Entity’s risk
management framework commenced during
the reporting period but had not been finalised
as at 30 June 2026. The review continued after
the end of the reporting period and was in the
process of being finalised as at the date of
this Statement. Accordingly, the Consolidated
Entity did not follow Recommendation 7.2 in
full during the reporting period.
Internal audit
The Consolidated Entity does not have an
internal audit function. Having regard to
the size, nature and current activities of the
Consolidated Entity, the Board does not
presently consider that a separate internal
audit function is warranted.
In the absence of an internal audit function,
management and the Audit and Risk
Committee assist the Board in evaluating
and continually improving the effectiveness
of the Consolidated Entity's governance, risk
management and internal control processes.
Environmental and social risks
The Consolidated Entity is exposed to
environmental and social risks arising from its
activities. Material environmental and social
risks, and the manner in which those risks are
managed, are disclosed where relevant in the
Annual Report and other market disclosures.
The Consolidated Entity maintains insurance
arrangements considered appropriate having
regard to the nature and extent of its activities
and risk exposures.
Principle 8 – Remunerate Fairly
and Responsibly
Remuneration committee
Prior to 30 June 2026, the Board established a
Remuneration and Nomination Committee to
assist the Board in fulfilling its responsibilities
in relation to the Consolidated Entity's
remuneration framework and practices,
including the remuneration of Directors
and senior executives and the operation
of employee incentive arrangements. The
Committee operates under a formal charter
approved by the Board.
SANTANA MINERALS ANNUAL REPORT 202637
At 30 June 2026, the Committee comprised
Peter Cook (Chair), Emma Scotney and Kim
Bunting. Peter Cook and Emma Scotney are
independent Directors. As the Committee was
established towards the end of the reporting
period, no meetings of the Committee
were held during the reporting period
and, accordingly, there were no individual
attendances to report. Subsequent to the end
of the reporting period, Mr Bunting resigned
from the Board and is no longer a member of
the Committee.
The Committee assists the Board in reviewing
the Consolidated Entity's remuneration
framework and making recommendations
to the Board in relation to the remuneration
of Directors and senior executives and the
structure and operation of short-term and
long-term incentive arrangements.
The Consolidated Entity's remuneration
framework is designed to attract and retain
appropriately qualified and experienced
Directors and executives and, in relation
to executive remuneration, to motivate
performance and align remuneration
outcomes with the Consolidated Entity's
performance and the interests of
security holders.
Executive and Non-Executive
Director remuneration
The Consolidated Entity distinguishes
between the remuneration structures of Non-
Executive Directors and Executive Directors
and senior executives, consistent with
Recommendation 8.2.
Executive remuneration may comprise fixed
remuneration and performance-based
remuneration, including short-term and
long-term incentives. Non-Executive Director
remuneration is structured separately from
executive remuneration and, with exception,
is not linked to the Consolidated Entity's
performance. The aggregate fees paid to
Non-Executive Directors are subject to
the maximum aggregate amount approved
by shareholders.
Further details of the remuneration
arrangements for Directors and senior
executives are set out in the
Remuneration Report.
Securities trading policy
The Consolidated Entity has adopted a
Securities Trading Policy which regulates
dealings in the Company's securities by
Directors, officers and employees, including
restrictions on dealing while in possession
of inside information and during specified
restricted periods.
The Securities Trading Policy prohibits
participants in equity-based remuneration
schemes from entering into transactions or
arrangements that limit the economic risk
of participating in those schemes in respect
of unvested entitlements, consistent with
Recommendation 8.3.
The Securities Trading Policy is available on
the Company's website.
SANTANA MINERALS ANNUAL REPORT 202638
DIRECTORS' REPORT
SANTANA MINERALS ANNUAL REPORT 202639
Directors’ Report
The directors present their report together with the consolidated financial report of Santana Minerals Limited for the
financial year ended 30 June 2026 and the auditor’s report thereon.
Contents of Directors’ Report
1. DIRECTORS AND OFFICERS .......................................................................................................................41
2. DIRECTORS’ MEETINGS ..............................................................................................................................42
3. REMUNERATION REPORT - AUDITED ...........................................................................................................43
4. PRINCIPAL ACTIVITIES ................................................................................................................................53
5. OPERATING AND FINANCIAL REVIEW ..........................................................................................................53
6. DIVIDENDS ................................................................................................................................................56
7. EVENTS SUBSEQUENT TO REPORTING DATE ...............................................................................................56
8. LIKELY DEVELOPMENTS .............................................................................................................................57
9. ENVIRONMENTAL REGULATION AND PERFORMANCE ..................................................................................57
10. CHANGES IN STATE OF AFFAIRS ...............................................................................................................58
11. DIRECTORS’ INTERESTS ...........................................................................................................................59
12. SHARE OPTIONS ......................................................................................................................................59
13. OFFICERS’ INDEMNITIES AND INSURANCE ...............................................................................................60
14. NON-AUDIT SERVICES .............................................................................................................................60
15. LEAD AUDITOR’S INDEPENDENCE DECLARATION ......................................................................................60
SANTANA MINERALS ANNUAL REPORT 202640
1. Directors and Officers
Directors
The directors of Santana Minerals Limited (the
Company) at any time during or since the end
of the financial year are:
Mr Peter Cook, Independent
Non-Executive Chairman
Appointed 23 October 2023
Mr Cook is a geologist BSc (Applied Geology)
and a Mineral Economist (MSc (Min. Econ.))
having graduated from Western Australian
School of Mines. Mr Cook has over 40
years of experience in exploration, project
development, operations, and corporate
management of mining companies. He
was previously the Executive Chairman of
Westgold Ltd and was joint founder of Metals
X Limited. He is a highly successful and
accomplished resources executive with a long
history in management and governance roles.
Mr Cook is currently Non-Executive Chairman
of ASX-listed companies Titan Minerals
Limited and Nico Resources Limited. During
the past three years, Mr Cook also served as
Non-Executive Chairman of Castile Resources
Limited, retiring in November 2025.
Mr Cook is also Chair of the Remuneration
and Nomination Committee and a member of
the Audit and Risk Committee.
Mr Frederick (Kim) Bunting,
Non-Executive Director
Appointed 3 November 2020 and resigned on
20 July 2026
Mr Bunting graduated with a Bachelor of
Science from Auckland University NZ in 1971
and with a Master of Science from Rhodes
University South Africa in 1977. Mr Bunting
is an experienced geologist with 48 years of
exploration experience, including initiating the
Company’s Bendigo-Ophir project in
New Zealand.
Mrs Emma Scotney, Independent
Non-Executive Director
Appointed 3 February 2025
Mrs Scotney holds a Bachelor of Arts,
Bachelor of Laws (Honours), Advanced
Diploma in Management (Strategy and
Finance), and is a graduate of the Australian
Institute of Company Directors.
Mrs Scotney has a background in corporate
law and is an experienced non-executive
director who has provided advice across
multiple industries on an extensive range
of critical matters including commercial
contracts, corporate governance, private and
public mergers & acquisitions. In addition
to her legal experience, Emma has strong
commercial, business and financial
acumen with over 25 years of combined
experience in the mining, agricultural and
property industries.
Mrs Scotney is currently a Non-Executive
Director of ASX-listed companies Minerals 260
Limited and Duratec Limited. During the past
three years, Mrs Scotney was also a director
of De Grey Mining Limited.
Mrs Scotney is also Chair of the Audit
and Risk Committee and a member of the
Remuneration and Nomination Committee.
Mr Damian Spring, Chief Executive
Officer and Executive Director
Appointed Chief Executive Officer effective 1
July 2023 and Executive Director effective 1
January 2024.
SANTANA MINERALS ANNUAL REPORT 202641
Mr Spring holds a Bachelor of Engineering
(Mining) from the University of Auckland and
is a fellow of the Australasian Institute of
Mining and Metallurgy (AusIMM) as well as
holding a First-Class Mine Manager certificate
in New Zealand and Western Australia. He
has extensive experience in the precious
metals sectors in New Zealand, Australia and
Argentina, in executive management roles as
well as senior consulting roles. Damian’s more
recent experience has involved integrating
mining operations with environmental,
community and regulatory compliance in
New Zealand.
Mr Sam Smith, Executive Director
Appointed Executive Director on
1 January 2024
Mr Smith is a mining engineer having
graduated with a Diploma of Mining
Engineering from the University of New
South Wales and also holds a Bachelor of
Communications and an MBA from Edith
Cowan University. Mr Smith has broad
experience in open pit and underground
mining disciplines.
He has worked extensively for contracting
and mining companies at projects throughout
Australia and overseas, and has also held
significant executive roles, including CEO of
Breaker Resources Limited where he was an
integral part of the successful merger with
Ramelius Resources Limited.
Company Secretary
Mr Craig McPherson
Corporate Secretary (since 15 January 2013)
Mr McPherson graduated with a Bachelor
of Commerce degree from the University of
Queensland and is a member of Chartered
Accountants Australia and New Zealand. He
brings more than 25 years of commercial
and financial management experience and
has held various roles with ASX, TSX and NZX
listed companies over the past nineteen years
in Australia and overseas.
2. Directors’ Meetings
The number of directors’ meetings and
number of meetings attended by each of the
directors of the Company during the financial
year are:
DirectorAB
Mr P Cook88
Mr K Bunting88
Mrs E Scotney88
Mr D Spring88
Mr S Smith88
A Number of meetings eligible to attend
B Number of meetings attended
Towards the end of the financial year,
the Company established an Audit and
Risk Committee and a Remuneration and
Nomination Committee. There were no
meetings held during the financial year.
SANTANA MINERALS ANNUAL REPORT 202642
3. Remuneration
Report – Audited
3.1 Principles of
Compensation – Audited
Remuneration is also referred to as
compensation throughout this report.
Key management personnel have authority
and responsibility for planning, directing and
controlling the activities of the Company and
the Consolidated Entity. Key management
personnel comprise the directors of the
Company and executives for the Company
and the Consolidated Entity.
Compensation levels for key management
personnel are competitively set to attract and
retain appropriately qualified and experienced
directors and executives.
The compensation structures explained
below are designed to attract suitably
qualified candidates, reward the achievement
of strategic objectives, and achieve the
broader outcome of creation of value for
shareholders. The compensation structures
consider the capability and experience of
the key management personnel; and the key
management personnel’s ability to control the
relevant segment’s performance.
Compensation packages for executive key
management personnel comprise fixed
remuneration and may include bonuses
or equity-based remuneration as per
individual contractual agreements or at
the discretion of the Board where no
contractual agreement exists.
Fixed compensation
Fixed compensation consists of base
remuneration as well as employer
contributions to superannuation funds.
Compensation levels are reviewed periodically
by the Board through a process that considers
individual and overall performance of the
Consolidated Entity. A senior executive’s
compensation is also reviewed on promotion.
Performance linked compensation
The Company’s remuneration framework
incorporates short-term and long-term
incentive arrangements designed to align
the interests of senior executives with the
achievement of the Company’s strategic
objectives and the creation of sustainable
shareholder value.
SANTANA MINERALS ANNUAL REPORT 202643
Remuneration framework applying
from 1 July 2026
Subsequent to the end of the reporting period,
the Board formalised a structured STI and
LTI framework applying from 1 July 2026. The
framework does not affect the remuneration
outcomes reported for the year ended 30
June 2026. It establishes the participation
levels, award opportunities, form of award,
performance measures and assessment
methodology to apply prospectively, subject
to the terms of the Company’s Employee
Incentive Securities Plan, applicable offer
documentation and the Board’s discretion.
Under the FY27 framework, the STI
opportunities for the Chief Executive Officer,
Executive Director and Chief Financial
Officer are up to 50%, 40% and 30% of base
salary respectively. Awards are intended
to be delivered 50% in cash and 50% in
Performance Rights. Performance will be
assessed against the following weighted
scorecard, with threshold, target and stretch
outcomes established for each measure:
The FY27 LTI opportunities for the Chief
Executive Officer, Executive Director and Chief
Financial Officer are targeted at 80%, 65%
and 50% of base salary respectively and are
to be delivered in Performance Rights. The
FY27 LTI has a three-year performance period
ending 30 June 2029 and is assessed against
the following measures:
The Board will assess performance against
the approved measures and retains discretion
in determining final outcomes. Under the
framework, LTI Performance Rights that satisfy
an applicable performance condition during
the three-year performance period remain
subject to a further 12-month vesting period
from the date the condition is achieved. The
framework, including performance measures,
weightings and hurdles, will be reviewed
annually by the Board.
FY27 STI performance measureWeighting
Project development and approvals20%
Financial management, budgeting and
cost control
20%
Development financing20%
Statutory and stakeholder engagement20%
Safety20%
FY27 LTI performance measureWeighting
Absolute total shareholder return30%
Relative total shareholder return
against the approved peer group
30%
Project delivery - declaration of
commercial production
20%
Growth in Mineral Resources - addition
of a further 1 million ounces of JORC-
compliant Mineral Resources relative
to 30 June 2026
20%
SANTANA MINERALS ANNUAL REPORT 202644
Short-term incentives
Eligible senior executives may participate
in an annual short-term incentive (STI)
arrangement. STI outcomes are determined by
reference to defined Company and individual
performance objectives and deliverables
established by the Board for the relevant
performance period.
The performance objectives are designed to
reflect the key operational, financial, strategic
and other priorities of the Company and,
where appropriate, the responsibilities of the
individual participant.
Subject to achievement of applicable
performance objectives and assessment by
the Board, STI awards for the financial year
were provided by way of cash incentives at the
Board's discretion.
For future financial years, the Board proposes
that STI awards comprise 50% cash and
50% equity under the Company's Employee
Incentive Securities Plan, subject to the
Board's discretion. The equity component
is intended to provide additional alignment
between executive remuneration outcomes
and shareholder interests.
Long-term incentives
Eligible senior executives may also participate
in a long-term incentive (LTI) arrangement
under the Plan. LTI awards are equity-based
and are subject to the achievement of
defined Company performance objectives
and deliverables over the applicable
performance period.
The Board determines the performance
conditions and other terms applicable to each
LTI grant, having regard to the Company’s
longer-term strategic objectives and the
objective of aligning executive outcomes with
sustainable growth and shareholder value.
The Board may grant options, performance
rights or other eligible securities under the
Plan for the purposes of the STI and LTI
arrangements. The vesting and exercise of
incentives are subject to the applicable
performance conditions, vesting conditions
and other terms determined by the Board and
the rules of the Plan.
The treatment of unvested and vested
incentives on cessation of employment or
office is governed by the terms of the relevant
grant and the Plan Rules.
SANTANA MINERALS ANNUAL REPORT 202645
2022 ($)2023 ($)2024 ($)2025 ($)2026 ($)
Total exploration expenditure4,064,8269,444,17914,517,70117,745,37148,151,221
Net assets19,275,82044,431,39067,849,587102,596,176282,234,988
Share Price at Year-end0.2250.1730.3420.5200.460
Net loss for the year1,040,0055,817,1832,586,4181,692,2921,408,143
Dividends PaidNILNILNILNILNIL
On 30 October 2024 the Company completed
a 3:1 share split. The share price information
for the 2022 to 2024 years is presented on a
post-share split basis.
The overall level of key management
personnel’s compensation has been
determined based on market conditions
and advancement of the Consolidated
Entity’s projects.
Service contracts
The Consolidated Entity had the following
service contracts with Key Management
Personnel during the year:
Mr Damian Spring was appointed as Chief
Executive Officer effective 1 July 2023 and
became an Executive Director on 1 January
2024. Details of Mr Spring’s contractual
arrangements for the year ended 30 June
2026 follow.
The Consolidated Entity has a policy that
prohibits participants who receive share-
based payments as part of their remuneration
from entering into arrangements that limit
their exposure to losses that would otherwise
result from a decrease in the value of
those securities.
The Board considers that the remuneration
framework appropriately balances fixed
remuneration with short-term and long-term
performance incentives. The STI is intended
to reward the achievement of defined annual
Company and individual deliverables, while
the LTI is intended to incentivise achievement
of longer-term Company objectives and align
the interests of senior executives with those
of shareholders.
Consequences of performance on
shareholders’ wealth
In considering the Consolidated Entity’s
performance and benefits for shareholders’
wealth, the Board has regard to the following
indices in respect of the current financial year
and previous financial years.
SANTANA MINERALS ANNUAL REPORT 202646
• Remuneration: NZ$440,000 per annum
(Gross Salary). In addition to the Gross
Salary, the Company will match any
KiwiSaver contributions the executive
makes, subject to the Company only
being required to make a maximum
contribution equal to 3% of the Gross
Salary plus pay a motor vehicle allowance
of NZ$26,640 per annum.
• Leave: Four (4) weeks’ annual leave and
ten (10) days sick leave for each twelve
(12) months of service.
• Termination: Either party may terminate
at any time, for any reason, by giving
three (3) months written notice.
Notwithstanding the above, if within six
(6) months of a disposal event occurring,
the executive is made redundant, the
executive shall be entitled to receive
payment of an amount equal to six (6)
months written notice.
• STI and LTI: Mr Spring is entitled to
participate in a Short- and Long-Term
Incentive Plan implemented by
the Company.
Mr Sam Smith was appointed as Executive
Director effective 1 January 2024. Details of
Mr Smith’s contractual arrangements for the
year ended 30 June 2026 follow.
• Remuneration: A$350,000 per annum
(Gross Salary) plus superannuation.
• Leave: twenty (20) days annual leave and
ten (10) days sick leave per annum.
• Termination: Either party may terminate at
any time, for any reason, by giving one (1)
month written notice.
• STI and LTI: Mr Smith is entitled to
participate in a Short- and Long-Term
Incentive Plan implemented by
the Company.
Mr Craig McPherson was appointed Chief
Financial Officer and Company Secretary
on 15 January 2013. For the year ended
30 June 2026, the Company had a service
arrangement with Archer Corporate Pty Ltd,
an entity associated with Mr McPherson,
for the provision of accounting, secretarial
and corporate services for remuneration
of $180,000 per annum. The arrangement
provides for services to be provided as
required and has no fixed term. Either party
may terminate the agreement at any time by
giving of one months’ notice.
Non-executive directors
Total compensation for all non-executive
directors is not to exceed $600,000 per
annum. Directors’ base fees for the reporting
period were $120,000 per annum for the
Chairman and $90,000 per annum for non-
executive directors.
3.2 Key Management Personnel
Remuneration – Audited
Details of the nature and amount of each
major element of remuneration of each
director of the Company and other key
management personnel are:
SANTANA MINERALS ANNUAL REPORT 202647
NameYear
Salaries
& fees
($)
Bonus
($)
Other
($)
Super-
annuation
($)
Leave
provisions
($)
Share
based
payment
($)
Total
remune-
ration
($)
Proportion
of remune-
ration
perfor-
mance
related
(%)
NON-EXECUTIVE DIRECTORS
P Cook
(Chairman)
2026107,143--12,857- 6,918126,9185.45
2025104,933--12,067-118,233 235,23350.26
F Bunting202690,000----6,91896,9187.14
202582,500----13,02395,52313.63
E Scotney
1
202680,357--9,643--90,000-
202533,632--3,868--37,500-
EXECUTIVE DIRECTORS
D Spring 2026369,692189,31322,99314,00510,29374,040680,33610.88
2025377,13659,28224,30113,82212,277225,160711,97831.62
S Smith 2026338,333147,700-30,00021,577 30,449568,0595.36
2025325,00048,788-29,93211,07584,583499,37816.94
EXECUTIVE
C McPherson 2026180,00062,400--- 15,985258,3856.19
2025180,00024,525---24,802229,32710.82
Total20261,165,525399,41322,99366,50531,870134,3101,820,616-
20251,103,201132,59524,30159,68923,352465,8011,808,939-
1 Appointed as a director on 3 February 2025.
Cash bonuses paid during the year were
discretionary having regard to individual
performance and deliverables achieved as
determined by the Board.
3.3 Equity Instruments – Audited
All options refer to options over
ordinary shares of the Company,
Santana Minerals Limited.
Options issued by the Company are
exercisable on a one-for-one basis under the
Santana Minerals Limited Employee Incentive
Securities Plan, unless specifically noted.
Options and rights over equity
instruments granted as compensation
The terms and conditions of each grant
of options over ordinary shares affecting
remuneration of directors and other key
management personnel in the financial year
are as follows:
SANTANA MINERALS ANNUAL REPORT 202648
Key
management
personnel
Number
of rights
granted *
CriteriaGrant dateExpiry date
Exercise
price
Fair value
per right at
grant date *
($)
D Spring141,360Tranche 2 (23 offer)12.12.202311.12.2025Nil0.290
D Spring141,360Tranche 4 (23 offer)12.12.202311.12.2025Nil0.290
C McPherson18,000Tranche 2 (23 offer)12.12.202311.12.2025Nil0.290
C McPherson18,000Tranche 4 (23 offer)12.12.202311.12.2025Nil0.290
P Cook45,000Tranche 2 (24 offer)30.10.202431.12.2026Nil0.700
P Cook45,000Tranche 3 (24 offer)30.10.202431.12.2026Nil0.675
K Bunting45,000Tranche 2 (24 offer)30.10.202431.12.2026Nil0.700
K Bunting45,000Tranche 3 (24 offer)30.10.202431.12.2026Nil0.675
D Spring120,000Tranche 2 (24 offer)30.10.202431.12.2026Nil0.700
D Spring120,000Tranche 3 (24 offer)30.10.202431.12.2026Nil0.675
S Smith90,000Tranche 2 (24 offer)30.10.202431.12.2026Nil0.700
S Smith90,000Tranche 3 (24 offer)30.10.202431.12.2026Nil0.675
C McPherson45,000Tranche 2 (24 offer)30.10.202431.12.2026Nil0.700
C McPherson45,000Tranche 3 (24 offer)30.10.202431.12.2026Nil0.675
D Spring90,000Tranche 1 (25 offer)09.12.202531.12.2027Nil0.659
D Spring90,000Tranche 2 (25 offer)09.12.202531.12.2027Nil0.845
S Smith90,000Tranche 1 (25 offer)09.12.202531.12.2027Nil0.659
S Smith90,000Tranche 2 (25 offer)09.12.202531.12.2027Nil0.845
C McPherson20,000Tranche 1 (25 offer)09.12.202531.12.2027Nil0.659
C McPherson20,000Tranche 2 (25 offer)09.12.202531.12.2027Nil0.845
Key
management
personnel
Number
of options
granted *
Grant dateVesting date ^Expiry date
Exercise
price *
($)
Fair value
per option at
grant date *
($)
D Spring169,90212.12.202311.12.202511.12.20260.31250.1356
C McPherson34,61412.12.202311.12.202511.12.20260.31250.1356
* Presented on a post 3:1 share split basis which occurred in October 2024
^ Options vest subject to continued service with the company
The fair value of options at grant date was
determined using the Black-Scholes Option
Pricing methodology.
The terms and conditions of each grant of
performance rights over ordinary shares
affecting remuneration of directors and other
key management personnel in this financial
year are as follows:
* Presented on a post 3:1 share split basis which occurred in October 2024
SANTANA MINERALS ANNUAL REPORT 202649
For the 23 offer, the fair value of Tranche 2
and 4 performance rights at grant date was
determined using the Black-Scholes Option
Pricing methodology.
For the 24 offer, the fair value of Tranche
2 performance rights at grant date was
determined using the Black-Scholes Option
Pricing methodology. The fair value of the
Tranche 3 performance rights was
determined using the Monte Carlo
Simulation methodology.
For the 25 offer, the fair value of Tranche
2 performance rights at grant date was
determined using the Black-Scholes Option
Pricing methodology. The fair value of
the Tranche 1 performance rights was
determined using the Monte Carlo
Simulation methodology.
The vesting criteria for the performance rights
over ordinary shares is set out following:
Tranche
Performance
condition
RationaleAssessment
Tranche 2 (23 offer)
1 Moz Ore Reserve
of the Bendigo-
Ophir project by 31
December 2025.
Measures
advancement and
economic confidence
in Bendigo-Ophir
Based on ASX
announcement of
JORC-compliant Ore
Reserve
Tranche 4 (23 offer)
Preliminary Feasibility
Study that supports a
development decision
by 31 December 2025.
Links reward to material
project de-risking
Board assessment
against published PFS
Tranche 2 (24 offer)
Project funding and
having commenced
development activities
by 31 December 2026.
Aligns incentive
with transition into
development
Board determines
whether both elements
have occurred
Tranche 3 (24 offer)
Shares having traded
above $0.667 for a
period of at least
ten (10) consecutive
trading days.
Direct alignment with
shareholder value
Objectively measurable
by reference to trading
data
Tranche 1 (25 offer)
VWAP of Shares across
any 10 sequential
trading days between
the issue date and the
measurement date
of at least $1.20 per
Share.
Direct alignment with
shareholder value
Objectively measurable
by reference to trading
data
Tranche 2 (25 offer)
Production
commencing at
the Bendigo-Ophir
Gold Project and the
Company completing
its first gold pour.
Links reward to
successful project
delivery
Objective operational
milestone
All rights expire on the earlier of the expiry
date or termination of the individual’s
employment, subject to Board discretion on
matters deemed appropriate. In addition to
a continuing employment service condition,
vesting is conditional on the consolidated
entity achieving certain performance
criteria as identified in the above table with
such rights vesting 12 months after the
performance criteria has been met provided
that criteria is met before the expiry date.
SANTANA MINERALS ANNUAL REPORT 202650
Exercise of options and performance
rights granted as compensation
During the reporting period, 318,720 shares
were issued on the exercise of performance
rights previously granted as compensation.
There were 3,900,000 shares issued on
the exercise of options previously granted
as compensation.
Movements in equity holdings and
transactions
The movements during the reporting period in
the number of ordinary shares in the Company
held directly, indirectly or beneficially, by each
specified director or executive, including their
personally related entities is as follows:
Name
Opening
1 July 2025
Paid up/
purchased*
Sold/
transferred
Rights
exercised
Held at
30 June 2026
NON-EXECUTIVE DIRECTORS
P Cook 8,900,000947,537--9,847,537
F Bunting48,165,344258,649--48,423,993
E Scotney 200,000236,426--436,426
EXECUTIVE DIRECTORS
D Spring 324,3602,736,426-282,7203,343,506
S Smith 392,6641,229,151--1,621,815
EXECUTIVE
C McPherson582,81017,412-36,000636,222
Name
Opening
1 July 2025
Granted as
Compensation
Exercised
Held at
30 June 2026
Vested during
the year
Vested and
exercisable at
30 June 2026
NON-EXECUTIVE DIRECTORS
P Cook 4,500,000--4,500,000-4,500,000
F Bunting------
E Scotney ------
EXECUTIVE DIRECTORS
D Spring 3,039,807-(2,700,000)339,807169,902339,807
S Smith 1,200,000-(1,200,000)---
EXECUTIVE
C McPherson69,231--69,23134,61469,231
Movements in option holdings
and transactions
The movements during the reporting period in
the number of options in the Company held
directly, indirectly or beneficially, by each
specified director or executive, including their
personally related entities is as follows:
* Includes shares acquired on exercise of options
SANTANA MINERALS ANNUAL REPORT 202651
Movements in performance right
holdings and transactions
The movements during the reporting period
in the number of performance rights in
the Company held directly, indirectly or
beneficially, by each specified director or
executive, including their personally related
entities is as follows:
Name
Opening
1 July 2025
Granted as
Compen-
sation
ExercisedLapsed
Held at
30 June 2026
Vested
during the
year
Vested and
exercisable
at 30 June
2026
NON-EXECUTIVE DIRECTORS
P Cook 135,000---135,000--
F Bunting135,000---135,000--
E Scotney -------
EXECUTIVE DIRECTORS
D Spring 925,440180,000(282,720)(282,720)540,000282,720-
S Smith 270,000180,000--450,000--
EXECUTIVE
C McPherson207,00040,000(36,000)(36,000)175,00036,000-
Loans to key management personnel
and their related parties
The Consolidated Entity did not have any
outstanding loans directly or indirectly with
key management personnel during the current
financial year.
Other key management
personnel transactions
Key management personnel hold positions
in other entities that result in them having
control, joint control or significant influence
over the financial or operating policies of
those entities.
Key management personnel are able to
receive remuneration directly through
these entities. All amounts applicable to
remuneration have been disclosed in the
Remuneration Report above.
During the year the Consolidated Entity paid
Minex Resources Limited, an entity associated
with Mr F Bunting, $27,440 (2025: $55,474)
for consulting fees and hire of equipment.
At reporting date there was $nil (2025:
$nil) outstanding amount payable to Minex
Resources Limited.
Apart from the details disclosed in this
section, no director has entered into a
material contract with the Company or
the Consolidated Entity and there were
no material contracts involving directors’
interests existing at year-end.
SANTANA MINERALS ANNUAL REPORT 202652
4. Principal Activities
The principal activity of the Consolidated
Entity during the financial year was the
exploration, evaluation and advancement
towards development of the Bendigo-Ophir
Gold Project in New Zealand.
There was no significant change in the
principal activities of the Consolidated Entity
during the year.
5. Operating and
Financial Review
Operating Review
The review of operations of the Consolidated
Entity during the year is detailed in the review
of operations commencing on page 7 of
this annual report and forms part of the
directors’ report.
Financial Review
The Consolidated Entity strengthened its
financial position significantly during the
year ended 30 June 2026 as it continued
to advance the Bendigo-Ophir Gold
Project from exploration and evaluation
towards development.
At 30 June 2026, the Consolidated Entity held
cash and at-call deposits of $188,333,447,
compared with $50,453,388 at 30 June 2025.
The increase principally reflects capital raised
during the year through the August 2025 and
February 2026 placements and associated
Share Purchase Plans, partially offset by
expenditure incurred in advancing exploration,
technical studies, land acquisition and project
development activities.
Capitalised mineral exploration and evaluation
expenditure increased to $96,340,684 at 30
June 2026 from $54,420,890 at 30 June 2025,
reflecting the significant level of exploration,
evaluation and technical activity undertaken
at the Bendigo-Ophir Gold Project during the
reporting period.
The Consolidated Entity reported net assets of
$282,234,989 at 30 June 2026, compared with
$102,596,176 at 30 June 2025. The increase
primarily reflects the equity capital raised
during the year and continued investment in
the Bendigo-Ophir Gold Project.
The Consolidated Entity remains well funded
for its current planned exploration, evaluation
and project development activities. Future
project funding requirements will depend
on the scope, timing and funding strategy
adopted for development of the Bendigo-
Ophir Gold Project.
SANTANA MINERALS ANNUAL REPORT 202653
Business Risks
The Consolidated Entity's future operating
and financial performance and its ability to
progress its projects from exploration and
evaluation through permitting, development
and ultimately production are subject to
a range of risks. The principal risks that may
materially affect the Consolidated
Entity include:
Exploration, resources and reserves
Exploration and evaluation activities are
inherently uncertain and there can be no
assurance that further exploration will result
in the discovery or definition of additional
economically recoverable mineral resources
or ore reserves. Mineral resource and ore
reserve estimates are based on geological
interpretations, assumptions and estimates
which may change as additional information
becomes available. The Consolidated
Entity undertakes exploration, geological
modelling and technical studies and engages
appropriately qualified specialists and
Competent Persons where required.
Permitting and regulatory approvals
The development and operation of the
Consolidated Entity's projects is dependent
upon obtaining and maintaining necessary
regulatory, environmental and other
approvals. Approval processes may involve
consideration of a range of technical,
environmental, cultural and other matters
and may be subject to submissions or
participation by third parties. There can be
no assurance that required approvals will be
obtained within anticipated timeframes or on
conditions acceptable to the Consolidated
Entity. Changes in laws, regulations,
government policy or approval requirements
may also affect project timing, costs and
development outcomes. The Consolidated
Entity seeks to manage these risks through
appropriate technical and environmental
studies, engagement with relevant
stakeholders and regulatory authorities, and
specialist legal and technical advice.
Project development and execution
The development of a mining project
involves significant technical, engineering,
construction, procurement and execution
risks. Actual capital and operating costs,
development schedules, recoveries and
production outcomes may differ from
estimates and assumptions contained
in feasibility and other technical studies.
The Consolidated Entity seeks to manage
these risks through appropriate technical
studies, project planning, cost estimation,
procurement processes and the
engagement of experienced personnel
and specialist advisers.
Land access and tenure
The ability of the Consolidated Entity to
undertake exploration and development
activities is dependent upon maintaining
appropriate access arrangements with
landowners, occupiers and relevant
authorities. The Consolidated Entity seeks
to maintain constructive relationships with
affected landholders and other stakeholders
and obtains appropriate legal and technical
advice in relation to its access and
compliance obligations.
Environmental
Exploration, development and mining
activities are subject to environmental
laws, regulations and approval conditions.
These requirements may become more
stringent over time and may result in
additional costs, delays or restrictions on
activities. Environmental incidents or non-
compliance may also result in remediation
obligations, penalties, reputational impacts
or interruption to activities. The Consolidated
Entity seeks to manage environmental risks
through its environmental management and
compliance processes and the engagement of
appropriately qualified specialists.
SANTANA MINERALS ANNUAL REPORT 202654
Health and safety
Exploration, development and mining
activities involve inherent health and safety
risks. The Consolidated Entity is committed
to providing and maintaining a safe working
environment for employees, contractors and
other persons involved in its activities and
maintains health and safety management
systems designed to identify, assess and
manage workplace risks.
Funding and liquidity
At 30 June 2026, the Consolidated Entity
held significant cash reserves to support its
current planned exploration, evaluation and
project development activities. However,
development and construction of the
Bendigo-Ophir Gold Project is expected
to require additional funding from debt
finance and/or equity to bring the project
to a sustaining commercial gold
production status.
Future funding requirements will depend
on factors including the timing and scope
of development, project costs, regulatory
approvals and prevailing market conditions.
Additional funding may be sourced through
debt, equity or other financing arrangements
and there can be no assurance that such
funding will be available when required or
on acceptable terms. The Consolidated
Entity monitors its funding requirements and
evaluates appropriate financing alternatives
as the Project progresses.
Commodity prices, foreign exchange
and costs
The economic viability of the Consolidated
Entity's projects is sensitive to the gold price
and may also be affected by movements
in foreign exchange rates, input prices,
labour costs and other capital and operating
costs. Adverse movements in these
variables may affect project economics,
funding requirements and the value of the
Consolidated Entity's assets.
Climate change
The Consolidated Entity may be exposed to
physical and transitional risks associated
with climate change, including changes
in weather patterns and extreme weather
events, changes in regulatory requirements
and expectations regarding greenhouse
gas emissions, and potential impacts on
infrastructure, water availability, operating
costs and project design. The Consolidated
Entity will continue to assess climate-related
risks as its activities and projects progress.
Stakeholder and social licence
The development of the Bendigo-Ophir
Gold Project requires ongoing engagement
with communities, iwi, landholders and
other stakeholders. Changes in stakeholder
expectations, concerns regarding project
impacts or opposition to development may
affect regulatory processes, project timing,
costs or the Consolidated Entity’s reputation.
The Consolidated Entity seeks to manage
these risks through ongoing engagement and
consultation with relevant stakeholders.
People and capability
The Consolidated Entity’s ability to advance
the Bendigo-Ophir Gold Project is dependent
on attracting and retaining appropriately
qualified and experienced personnel.
Competition for personnel with relevant
mining, technical and project development
experience may affect the Consolidated
Entity’s ability to execute its development
plans within anticipated timeframes
and costs.
Procurement and supply chain
Development of the Bendigo-Ophir Gold
Project will require the procurement of
equipment, materials and services from third
parties. Equipment availability, supplier or
contractor performance, cost escalation
and delays in the manufacture or delivery of
long-lead items may affect project costs and
development schedules. The Consolidated
Entity seeks to manage these risks through
procurement planning, supplier engagement
and appropriate contracting arrangements.
SANTANA MINERALS ANNUAL REPORT 202655
6. Dividends
No dividends have been paid, and the
directors do not recommend the payment of
a dividend for the year ended 30 June 2026.
7. Events Subsequent to
Reporting Date
No other matter or circumstance has arisen
since the end of the reporting period which
has significantly affected, or may significantly
affect, the operations of the Consolidated
Entity, the results of those operations or the
state of affairs of the Consolidated Entity in
subsequent financial years.
SANTANA MINERALS ANNUAL REPORT 202656
8. Likely Developments
The Consolidated Entity will continue to
advance the Bendigo-Ophir Gold Project
towards development, including progressing
regulatory approvals, technical and
development studies, project planning and
readiness activities, and ongoing exploration.
The timing and scope of future development
activities will be subject to the receipt of
required approvals, completion of technical
and economic assessments, funding
arrangements and relevant Board approvals.
Further information regarding likely
developments has not been included where
the Directors consider that disclosure would
be likely to result in unreasonable prejudice to
the Consolidated Entity.
9. Environmental
Regulation and
Performance
The Consolidated Entity’s exploration and
project development activities in New
Zealand are subject to environmental laws,
regulations, permits and resource consents,
including conditions relating to environmental
management and the rehabilitation of areas
disturbed by its activities.
The Consolidated Entity is not aware of any
material breach of applicable environmental
laws, permit conditions or resource consents
during the reporting period.
SANTANA MINERALS ANNUAL REPORT 202657
10. Changes in
State of Affairs
In the opinion of the Directors, the following
significant changes in the state of affairs of
the Consolidated Entity occurred during the
year ended 30 June 2026:
Advancement of the Bendigo-Ophir
Gold Project
On 1 July 2025, the Consolidated Entity
announced an Updated Pre-Feasibility Study
for the Bendigo-Ophir Gold Project and
continued to progress technical, engineering
and development activities during the year,
including arrangements for the design and
engineering of the proposed CIL processing
plant and the proposed mining fleet.
Strategic land acquisitions
The Consolidated Entity entered into
agreements to acquire strategic freehold land
associated with the proposed development
of the Bendigo-Ophir Gold Project, including
further freehold land and associated royalty
interests acquired during October 2025. In
May 2026, the Consolidated Entity received
the required consent in respect of the
acquisition of freehold land for the Project.
Project approvals
During the year, the Consolidated Entity
progressed the regulatory approvals required
for development of the Bendigo-Ophir Gold
Project. In November 2025, the Consolidated
Entity submitted its application under New
Zealand’s Fast-track Approvals Act and was
subsequently advised that the application
had been accepted for substantive
processing. A 30-year mining permit for the
Bendigo-Ophir Gold Project was also granted
in November 2025.
Capital raisings
In August 2025, the Consolidated Entity
completed a fully underwritten placement
raising approximately A$60 million before
costs and subsequently raised approximately
A$3 million under a Share Purchase Plan.
In February 2026, the Consolidated Entity
received firm commitments for a further
approximately A$130 million two-tranche
placement, with the first tranche completed
in February 2026 and the second tranche
completed in April 2026 following shareholder
approval. The Consolidated Entity also
conducted a Share Purchase Plan in
connection with the February 2026
capital raising.
These activities significantly strengthened the
Consolidated Entity’s financial position and
advanced the Bendigo-Ophir Gold Project
towards development.
SANTANA MINERALS ANNUAL REPORT 202658
11. Directors’ Interests
The relevant interest of each director in the
shares or other securities issued by the
Company and other related bodies corporate,
as noted by the directors to the Australian
Securities Exchange in accordance with
section 205G(1) of the Corporations Act 2001,
at the date of this report is as follows:
Director
Fully paid
ordinary share*
OptionsPerformance rights
P Cook11,447,5374,500,000135,000
E Scotney436,426NilNil
D Spring3,361,506339,807540,000
S Smith1,643,988Nil450,000
Expiry dateExercise price ($)Number of shares
23 October 20260.22234,500,000
11 December 20260.3125409,038
12. Share Options
Unissued shares under options
At the date of this report unissued ordinary shares of the Company under option are:
The names of persons who currently hold
options are entered in the register of options
kept by the Company pursuant to the
Corporations Act 2001. The persons entitled
to exercise the options do not have, by virtue
of the options, the right to participate in a
share issue of any other body corporate.
Unissued shares under
performance rights
At the date of this report there were 1,555,000
unissued ordinary shares of the Company
held by way of performance rights.
Shares issued on exercise of options
During the reporting period, 5,100,000
shares were issued on the exercise of options
previously granted.
* Includes shares and options held directly and/or indirectly
SANTANA MINERALS ANNUAL REPORT 202659
13. Officers’ Indemnities
and Insurance
During or since the end of the financial year
the Company paid an insurance premium to
insure certain officers of the Company and
controlled entities. The officers covered by the
insurance policy include the Directors and the
Company Secretary named in this report.
The Directors and Officers Liability insurance
provides cover against all costs and expenses
that may be incurred in defending civil
proceedings that fall within the scope of the
indemnity and that may be brought against
the officers in their capacity as officers of
the Company or a controlled entity. The
insurance policy does not contain details
of the premium paid in respect of individual
officers of the Company or controlled entity.
Disclosure of the nature of the liability cover
and the amount of the premium is subject to
a confidentiality clause under the insurance
policy.
The Company has not entered into any
agreement to indemnify any auditor of the
Consolidated Entity.
14. Non-Audit Services
During the year, KPMG, the Company's
auditor, did not provide any non-audit services
to the Consolidated Entity. Details of amounts
paid or payable to KPMG for audit services are
set out below.
Consolidated
Audit services2026 ($)2025 ($)
Audit and review of financial reports 119,300100,500
Total119,300100,500
15. Lead Auditor’s Independence Declaration
The lead auditor’s independence declaration
is set out on page 61 and forms part of the
directors’ report for the financial year ended
30 June 2026.
This report is made with a resolution of the
directors:
Damian Spring
Chief Executive Officer
Dated at Brisbane this 29 September 2026
SANTANA MINERALS ANNUAL REPORT 202660
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo
are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a
scheme approved under Professional Standards Legislation.
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of Santana Minerals Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of the financial report of
Santana Minerals Limited for the financial year ended 30 June 2026 there have been:
i.no contraventions of the auditor independence requirements as set out in the Corporations
Act 2001 in relation to the audit; and
ii.no contraventions of any applicable code of professional conduct in relation to the audit
.
KPMG Erin Neville-Stanley
Partner
Brisbane
29 September 2026
SANTANA MINERALS ANNUAL REPORT 202661
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo
are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a
scheme approved under Professional Standards Legislation.
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of Santana Minerals Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of the financial report of
Santana Minerals Limited for the financial year ended 30 June 2026 there have been:
i.no contraventions of the auditor independence requirements as set out in the Corporations
Act 2001 in relation to the audit; and
ii.no contraventions of any applicable code of professional conduct in relation to the audit
.
KPMG Erin Neville-Stanley
Partner
Brisbane
29 September 2026
FINANCIAL REPORT
SANTANA MINERALS ANNUAL REPORT 202662
Consolidated Statement of Profit or Loss *
for the Year Ended 30 June 2026
ItemNote
30 June 2026
($)
30 June 2025
($)
General and administrative expenses(6,418,436)(4,090,129)
Share based payments(145,385)(618,254)
Profit on disposal of assets-188,619
Foreign currency differences transferred
from reserves on sale of controlled entity
-1,202,728
Results from operating activities (6,563,821)(3,317,036)
Financing income35,259,4661,664,014
Financing expenses3(87,347)(22,503)
Net financing income5,172,1191,641,511
Share of loss of equity accounted
investments, net of tax
10(16,441)(16,767)
Loss before income tax benefit(1,408,143)(1,692,292)
Income tax benefit6--
Loss for the year(1,408,143)(1,692,292)
Loss for the year – attributable to
Shareholders of the Company
(1,408,143)(1,692,292)
EARNINGS PER SHARE
Basic loss per share7(0.16) cents(0.25) cents
Diluted loss per share7(0.16) cents(0.25) cents
* The consolidated statement of profit or loss is to be read in conjunction with the notes to the
financial statements.
SANTANA MINERALS ANNUAL REPORT 202663
Consolidated Statement of Other Comprehensive
Income * for the Year Ended 30 June 2026
Item
30 June 2026
($)
30 June 2025
($)
Net loss for the year(1,408,143)(1,692,292)
OTHER COMPREHENSIVE INCOME
Items that may subsequently be reclassified to
profit or loss:
Reclassification of foreign currency differences to
profit or loss on sale of controlled entity
-1,202,728
Foreign exchange translation differences (8,276,139)(1,566,284)
Other comprehensive income for the year, net of
income tax
(8,276,139)(363,556)
Total comprehensive income for the year –
attributable to Shareholders of the Company
(9,684,282)(2,055,848)
* The consolidated statement of other comprehensive income is to be read in conjunction with the
notes to the financial statements.
SANTANA MINERALS ANNUAL REPORT 202664
Consolidated Statement of Financial Position *
as at 30 June 2026
Consolidated
ItemNote2026 ($)2025 ($)
CURRENT ASSETS
Cash and cash equivalents8188,333,44750,453,388
Trade and other receivables92,230,348557,639
Prepayments407,078201,577
Total current assets190,970,87351,212,604
NON-CURRENT ASSETS
Receivables28,745-
Equity accounted investees1047,82464,265
Property, plant and equipment11961,617431,229
Right of use asset12436,284266,886
Exploration and evaluation expenditure1396,340,68454,420,890
Total non-current assets97,815,15455,183,270
Total assets288,786,027106,395,874
CURRENT LIABILITIES
Trade and other payables5,987,4773,360,723
Employee benefits payable317,010239,789
Lease Liabilities14124,777158,392
Total current liabilities6,429,2643,758,904
NON-CURRENT LIABILITIES
Lease Liabilities14121,77540,794
Total non-current liabilities121,77540,794
Total liabilities 6,551,0393,799,698
Net assets282,234,988102,596,176
EQUITY
Share capital15334,555,003145,377,294
Reserves(8,380,787)(104,648)
Accumulated losses(43,939,228)(42,676,470)
Total equity 282,234,988102,596,176
* The consolidated statement of financial position is to be read in conjunction with the notes to the
financial statements.
SANTANA MINERALS ANNUAL REPORT 202665
Consolidated Statement of Changes in Equity *
for the Year Ended 30 June 2026
ItemIssued capital
Foreign currency
translation
reserve
Accumulated
losses
Total equity
1 JULY 2025
Opening balance at 1 July 2025145,377,294(104,648)(42,676,470)102,596,176
Loss for the year--(1,408,143)(1,408,143)
Foreign currency translation differences-(8,276,139)-(8,276,139)
Total comprehensive income for the year-(8,276,139)(1,408,143)(9,684,282)
TRANSACTIONS WITH OWNERS
RECORDED DIRECTLY IN EQUITY
Share-based payments (net of tax)--145,385145,385
Shares issued 198,669,700--198,669,700
Share issue costs(9,491,991)--(9,491,991)
Total transactions with owners189,177,709-145,385189,323,094
Balance at 30 June 2026334,555,003 (8,380,787)(43,939,228) 282,234,988
1 JULY 2024
Opening balance at 1 July 2024109,193,111258,908(41,602,432)67,849,587
Loss for the year--(1,692,292)(1,692,292)
Foreign currency translation differences-(363,556)-(363,556)
Total comprehensive income for the year-(363,556)(1,692,292)(2,055,848)
TRANSACTIONS WITH OWNERS
RECORDED DIRECTLY IN EQUITY
Share-based payments (net of tax)--618,254618,254
Shares issued 36,184,183--36,184,183
Share issue costs----
Total transactions with owners36,184,183-618,25436,802,437
Balance at 30 June 2025145,377,294(104,648)(42,676,470)102,596,176
* The consolidated statement of changes in equity is to be read in conjunction with the notes to the
financial statements.
SANTANA MINERALS ANNUAL REPORT 202666
Consolidated Statement of Cash flows *
for the Year Ended 30 June 2026
ItemNote
2026
($)
2025
($)
CASH FLOWS FROM OPERATING ACTIVITIES
Cash paid to suppliers and employees(6,086,162)(4,123,494)
Interest received3,817,2891,397,947
Net cash used in operating activities21(2,268,873)(2,725,547)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for exploration and evaluation
expenditure capitalised
(48,048,035)(15,980,723)
Acquisition of property, plant
and equipment
(746,258)(284,681)
Proceeds from sale of property, plant
and equipment
-188,619
Net cash used in investing activities(48,794,293)(16,076,785)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares198,669,70036,184,183
Share issue costs(9,491,991)-
Lease liability payments(196,024)-
Net cash provided by financing activities188,981,68536,184,183
Net increase in cash and cash
equivalents held
137,918,51917,381,851
Effects of exchange rate fluctuations on
cash held
(38,460)3,062
Cash and cash equivalents at 1 July 50,453,38833,068,475
Cash and cash equivalents at 30 June 188,333,44750,453,388
* The consolidated statement of cash flows is to be read in conjunction with the notes to the
financial statements.
SANTANA MINERALS ANNUAL REPORT 202667
Notes to the
Consolidated Financial
Statements for the Year
Ended 30 June 2026
1. Material Accounting Policies
(a) Reporting entity
Santana Minerals Limited (the “Company”)
is a Company domiciled in Australia. The
address of the Company’s registered office
is Level 1, 371 Queen Street, Brisbane QLD
4000. The consolidated financial report of
the Company as at and for the financial year
ended 30 June 2026 comprises the Company
and its subsidiaries (together referred to as
the “Consolidated Entity”). The Consolidated
Entity is a for-profit entity primarily involved
in mineral exploration, evaluation and
the advancement of mineral projects
towards development.
The consolidated financial report was
authorised for issue by the directors on
29 September 2026.
(b) Basis of accounting
The consolidated financial report is a general-
purpose financial report which has been
prepared in accordance with Australian
Accounting Standards (AASBs) adopted by
the Australian Accounting Standards Board
(AASB) and the Corporations Act 2001. The
consolidated financial report complies with
International Financial Reporting Standards
(IFRSs) adopted by the International
Accounting Standards Board (IASB).
Accounting policies have been applied
consistently to all periods presented in the
consolidated financial report. The accounting
policies have been applied consistently by all
entities in the Consolidated Entity.
(c) Basis of measurement
The financial report is presented in Australian
dollars, which is the Company’s functional
currency. The financial report is prepared on
the historical cost basis.
The preparation of financial statements
requires management to make judgements,
estimates and assumptions that affect the
application of accounting policies and the
reported amounts of assets, liabilities, income
and expenses. Actual results may differ from
these estimates.
Estimates and underlying assumptions are
reviewed on an on-going basis. Revisions to
accounting estimates are recognised in the
period in which the estimate is revised and in
any future periods affected.
In particular, information about assumptions
and estimation uncertainties that have a
significant risk of resulting in a material
adjustment within the next financial year are
described in the following notes:
• carrying value of exploration and
evaluation expenditure (Note 13); and
• going concern (Note 1(t)).
Information about critical judgements in
applying accounting policies that have the
most significant effect on the amounts
recognised in the financial statements is
included in the following note:
• capitalisation of exploration and
evaluation expenditure (Note 13).
(d) Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the
Consolidated Entity. Control exists when the
Consolidated Entity is exposed to, or has the
rights to, variable returns from its involvement
with the entity and has the ability to affect
those returns through its power over the entity.
The financial statements of subsidiaries
are included in the consolidated financial
statements from the date that control
commences until the date that
control ceases.
Transactions eliminated on consolidation
Intragroup balances, and any unrealised
gains and losses or income and expenses
arising from intragroup transactions, are
eliminated in preparing the consolidated
financial statements.
SANTANA MINERALS ANNUAL REPORT 202668
(e) Finance income and expense
Finance income comprises interest receivable
on funds invested, profits on sale of financial
assets and foreign exchange gains. Finance
expense comprises foreign exchange losses,
interest on leases and impairment losses on
financial assets.
Interest income is recognised in profit or loss
as it accrues, using the effective interest
method. Dividend income is recognised in the
profit or loss on the date the entity’s right to
receive payments is established.
Foreign exchange gains and losses are
reported on a net basis.
(f) Goods and services tax and other
value added taxes
Revenues, expenses and assets are
recognised net of the amount of goods and
services tax (GST) or value added tax (VAT),
except where the amount of GST/VAT incurred
is not recoverable from the taxation authority.
In these circumstances, the GST/VAT is
recognised as part of the cost of acquisition of
the asset or as part of the expense.
Receivables and payables are stated with the
amount of GST/VAT included. The net amount
of GST/VAT recoverable from, or payable
to, the taxation authority is included as
an asset or liability in the statement of
financial position.
Cash flows are included in the statement
of cash flows on a gross basis. The GST/
VAT components of cash flows arising from
investing and financing activities which
are recoverable from, or payable to, tax
authorities are classified as operating
cash flows.
(g) Foreign currency
Foreign currency transactions
Transactions in foreign currencies are
translated at the foreign exchange rate ruling
at the date of the transaction. Monetary
assets and liabilities denominated in foreign
currencies at the reporting date are translated
to the respective functional currencies at
the foreign exchange rate ruling at that date.
Foreign exchange differences arising on
translation are recognised in profit or loss.
Non-monetary assets and liabilities that
are measured in terms of historical cost in
a foreign currency are translated using the
exchange rate at the date of the transaction.
Financial statements of foreign operations
The assets and liabilities of foreign operations
generally are translated to Australian dollars at
foreign exchange rates ruling at the reporting
date. The revenues and expenses of foreign
operations are translated to Australian dollars
at rates approximating the foreign exchange
rates ruling at the dates of the transactions.
Foreign exchange gains and losses arising
from a monetary item receivable from or
payable to a foreign operation, the settlement
of which is neither planned nor likely in the
foreseeable future, are considered to form
part of a net investment in a foreign operation
and are recognised directly in equity in the
foreign currency translation reserve. They are
transferred to profit or loss upon disposal of
the foreign operation.
(h) Equity-accounted investees
The Consolidated Entity’s interests in
equity-accounted investees comprise interest
in associates.
Associates are those entities in which the
Consolidated Entity has significant influence,
but not control or joint control, over the
financial and operating policies.
Interests in associates are accounted
for using the equity method. They are
initially recognised at cost, which includes
transaction costs. Subsequent to initial
recognition, the consolidated financial
statements include the Consolidated Entity’s
share of the profit or loss and OCI of equity-
accounted investees, until the date on which
significant influence ceases.
SANTANA MINERALS ANNUAL REPORT 202669
(i) Income tax
Income tax expense comprises current
and deferred tax. Income tax expense is
recognised in the profit or loss except to the
extent that it relates to items recognised
directly in equity, in which case it is
recognised in equity.
Current tax is the expected tax payable on
the taxable income for the year, using tax
rates enacted or substantively enacted at
the reporting date, and any adjustment to tax
payable in respect of previous years.
Deferred tax is recognised in respect of
temporary differences between the carrying
amounts of assets and liabilities for financial
reporting purposes and the amounts used for
tax purposes. Deferred tax is not recognised
for temporary differences arising on the
initial recognition of assets or liabilities that
affect neither accounting nor taxable profit
and differences relating to investments
in subsidiaries to the extent that they will
probably not reverse in the foreseeable future.
Deferred tax is measured at the tax rates that
are expected to be applied to the temporary
differences when they reverse, based on the
laws that have been enacted or substantively
enacted by the reporting date. Deferred tax
assets and liabilities are offset if there is a
legally enforceable right to offset current
tax liabilities and assets, and they relate to
income taxes levied by the same tax authority
on the same taxable entity, or on different tax
entities, but they intend to settle current tax
liabilities and assets on a net basis
or their tax assets and liabilities will be
realised simultaneously.
A deferred tax asset is recognised to the extent
that it is probable that future taxable profits
will be available against which the temporary
difference can be utilised. Deferred tax assets
are reviewed at each reporting date and are
reduced to the extent that it is no longer
probable that the related tax benefit will
be realised.
Additional income taxes that arise from the
distribution of dividends are recognised at
the same time as the liability to pay the
related dividend.
(j) Loss per share
Basic loss per share (LPS) is calculated by
dividing the net loss attributable to ordinary
shareholders of the Company by the
weighted average number of ordinary shares
outstanding during the year.
Diluted LPS is calculated by adjusting the
net loss attributable to ordinary shareholders
and the weighted average number of ordinary
shares outstanding for the effects of all
dilutive potential ordinary shares.
(k) Financial instruments
Non-derivative financial instruments
Recognition and measurement:
Trade receivables and debt securities are
initially recognised when they are originated.
All other financial assets and financial
liabilities are initially recognised when the
Consolidated Entity becomes a party to the
contractual provisions of the instrument.
Financial assets (unless it is a trade receivable
without a significant financing component)
or financial liabilities are initially measured
at fair value plus, for an item not at FVTPL,
transaction costs that are directly attributable
to its acquisition or issue. A trade receivable
without a significant financing component is
initially measured at the transaction price.
Classification and
subsequent measurement:
On initial recognition, a financial asset is
classified and measured at: amortised cost;
FVOCI – debt instrument; FVOCI – equity
instrument; or FVTPL.
SANTANA MINERALS ANNUAL REPORT 202670
Financial assets are not reclassified
subsequent to their initial recognition unless
the Consolidated Entity changes its business
model for managing financial assets, in
which case all affected financial assets
are reclassified on the first day of the first
reporting period following the change in the
business model.
A financial asset is measured at amortised
cost if it meets both of the following
conditions and is not designated as at FVTPL:
• it is held within a business model whose
objective is to hold asset to collect
contractual cash flows; and
• its contractual terms give rise on
specified dates to cash flows that are
solely payment of principal and interest
on the principal amount outstanding.
• A debt instrument is measured at FVOCI if
it meets both the following conditions:
• it is held within a business model whose
objective is achieved by collecting
contractual cash flows and selling the
financial assets; and
• its contractual terms give rise on
specified dates to cash flows that solely
principal and interest on the principal
amount outstanding.
On initial recognition of an equity instrument
that is not held for trading, the Consolidated
Entity may irrevocably elect to present
subsequent change in the investments fair
value in OCI. This election is made on an
investment-by-investment basis.
All financial assets not classified as measured
at amortised cost or FVOCI as described
above are measured at FVTPL. This includes
all derivative financial assets. On initial
recognition the Consolidated Entity may
irrevocably designate a financial asset that
otherwise meets the requirement to be
measured at amortised cost or at FVOCI as
at FVTPL if doing so eliminates or significantly
reduces an accounting mismatch that would
otherwise arise.
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains
and losses, including in any interest or dividend income, are
recognised in profit or loss.
Financial assets at amortised cost
These assets are subsequently measured at amortised cost using
the effective interest method. The amortised cost is reduced by
impairment losses. Interest income, foreign exchange gains and
losses and impairment are recognised in profit or loss. Any gain or
loss on derecognition is recognised in profit or loss.
Debt investments at FVOCI
These assets are subsequently measured at fair value. Interest
income calculated using the effective interest method, foreign
exchange gains and losses and impairment are recognised in
profit or loss. Other net gains and losses are recognised in OCI.
On derecognition, gains and losses accumulated in OCI are
reclassified to profit or loss.
Equity investments at FVOCI
These assets are subsequently measured at fair value. Dividends
are recognised as income in profit or loss unless the dividend
clearly represents a recovery of part of the cost of investment.
Other net gains or losses are recognised in OCI and are never
reclassified to profit or loss.
SANTANA MINERALS ANNUAL REPORT 202671
Financial liabilities – classification
subsequent measurement and gains
and losses:
Financial liabilities are classified as measured
at amortised cost or FVTPL. A financial
liability is classified as FVTPL if it is classified
as held-for-trading, it is a derivative or it is
designated as such on initial recognition.
Financial liabilities at FVTPL are measured
at fair value and net gains and losses,
including any interest expense, are recognised
in profit or loss. Other financial liabilities
are subsequently measured at amortised
cost using the effective interest method.
Interest expense and foreign exchange gains
and losses are recognised in profit or loss.
Any gain or loss on derecognition is also
recognised in profit or loss.
Derecognition:
Financial assets
The Consolidated Entity derecognises a
financial asset when the contractual rights
to the cash flows from the financial asset
expire, or it transfers the rights to receive
the contractual cash flows in a transaction
in which substantially all of the risks and
rewards of ownership of the financial asset are
transferred or in which the Consolidated Entity
neither transfers nor retains substantially all
of the risks and rewards of ownership and it
does not retain control of the financial asset.
Financial liabilities
The Consolidated Entity derecognises
a financial liability when its contractual
obligations are discharged, cancelled,
or expired. The Consolidated Entity also
derecognises a financial liability when its
terms are modified and the cash flows of the
modified liability are substantially different,
in which case a new financial liability based
on the modified terms is recognised at fair
value On derecognition of a financial liability,
the difference between the carrying amount
extinguished and the consideration paid
(including any non-cash assets transferred or
liabilities assumed) is recognised in profit
or loss.
Offsetting:
Financial assets and financial liabilities are
offset and the net amount presented in the
statement of financial position when, and only
when, the Consolidated Entity currently has a
legally enforceable right to set off the amounts
and it intends either to settle them on a net
basis or to realise the asset and settle the
liability simultaneously.
Share capital
Incremental costs directly attributable to
issue of ordinary shares and share options,
other than options issued as part of an
employee share-based payment arrangement,
are recognised as a deduction from equity, net
of any related income tax benefit. Dividends
are recognised as a liability in the year in
which they are declared.
(l) Property, plant and equipment
Owned assets
Items of property, plant and equipment are
stated at cost less accumulated depreciation
and impairment losses. The cost of acquired
assets includes (i) the initial estimate at the
time of installation and during the period of
use, when relevant, of the costs of dismantling
and removing the items and restoring the site
on which they are located, and (ii) changes
in the measurement of existing liabilities
recognised for these costs resulting from
changes in the timing or outflow of resources
required to settle the obligation or from
changes in the discount rate. Purchased
software that is integral to the functionality of
the related equipment is capitalised as part of
that equipment.
Where parts of an item of property, plant and
equipment have different useful lives, they are
accounted for as separate items of property,
plant and equipment.
SANTANA MINERALS ANNUAL REPORT 202672
Gains and losses on disposal of an item of
property, plant and equipment are determined
by comparing the proceeds from disposal
with the carrying amount of property, plant
and equipment and are recognised net within
“other income” in profit or loss.
Subsequent costs
The Consolidated Entity recognises in the
carrying amount of an item of property, plant
and equipment the cost of replacing part of
such an item when that cost is incurred if it is
probable that the future economic benefits
embodied within the item will flow to the
Consolidated Entity and the cost of the item
can be measured reliably. All other costs are
recognised in the profit or loss as an expense
as incurred.
Depreciation
Depreciation is charged to the profit or loss
on a straight-line or reducing balance basis
over the estimated useful lives of each part
of an item of property, plant and equipment.
The depreciation rates used for each class of
asset in the current and comparative periods
are as follows:
Depreciation methods, useful lives
and residual values are reassessed at the
reporting date.
(m) Segment reporting
An operating segment is a component of the
Consolidated Entity:
• that engages in business activities
from which it may earn revenues and
incur expenses, including revenues and
expenses that relate to transactions with
any of the Consolidated Entity’s
other components;
• whose operating results are regularly
reviewed by the directors to make
decisions about resources to be
allocated to the segment and assess its
performance; and
• for which discrete financial information
is available.
Segment results that are reported to the
directors include items directly attributable
to a segment as well as those that can be
allocated on a reasonable basis. Unallocated
items comprise mainly corporate assets
(primarily cash and listed securities), head
office expenses, and income tax assets and
liabilities.
Segment capital expenditure is the total cost
incurred during the period to acquire property,
plant and equipment. It also includes costs
incurred on exploration and evaluation of the
Consolidated Entity’s exploration projects.
(n) Provisions
A provision is recognised when the
Consolidated Entity has a present legal or
constructive obligation as a result of a past
event that can be estimated reliably, and it is
probable that an outflow of economic benefits
will be required to settle the obligation.
Provisions are determined by discounting the
expected future cash flows at a pre-tax rate
that reflects current market assessments of
the time value of money and the risks specific
to the liability.
(o) Employee benefits
Wages, salaries, and annual leave
Liabilities for employee benefits for wages,
salaries and annual leave represent present
obligations resulting from employees’
services provided to reporting date,
calculated at undiscounted amounts based
on remuneration wage and salary rates that
the Consolidated Entity expects to pay as
at reporting date including related on costs,
such as workers compensation insurance and
payroll tax.
Class of assetDepreciation rates
Motor vehicles20 - 22.5 %
Plant and equipment20 %
Furniture and fittings10 - 40 %
SANTANA MINERALS ANNUAL REPORT 202673
Termination benefits
Termination benefits are recognised as an
expense when the Consolidated Entity is
demonstrably committed, without realistic
possibility of withdrawal, to a formal detailed
plan to either terminate employment
before the normal retirement date, or to
provide termination benefits as a result
of an offer made to encourage voluntary
redundancy. Termination benefits for voluntary
redundancies are recognised as an expense
if the Consolidated Entity has made an offer
encouraging voluntary redundancy, it is
probable that the offer will be accepted,
and the number of acceptances can
be estimated reliably.
Long-term service benefits
The Consolidated Entity’s obligations in
respect of long-term service benefits, other
than pension plans, is the amount of future
benefit that employees have earned in
return for their service in the current and
prior periods. The obligation is calculated
using expected future increases in wage
and salary rates including related on-costs
and expected settlement dates and is
discounted to determine its present value.
Remeasurements are recognised in profit or
loss in the period in which they arise.
Defined contribution superannuation funds
Obligations for contributions to defined
contribution superannuation funds are
recognised as an expense in profit or loss
as incurred.
Share-based payment transactions
The grant date fair value of equity settled
share-based transactions is recognised
as an employee benefits expense, with
a corresponding increase in equity, over
the period that the employees become
unconditionally entitled to the options. The
amount recognised as an expense is adjusted
to reflect the actual number of share options
that vest, except for those that fail to vest due
to market conditions not being met.
SANTANA MINERALS ANNUAL REPORT 202674
• exploration for and evaluation of mineral
resources in the specific area have not
led to the discovery of commercially
viable quantities of mineral resources
and the entity has decided to discontinue
such activities in the specific area; or
• sufficient data exist to indicate that,
although a development in the specific
area is likely to proceed, the carrying
amount of the exploration and evaluation
asset is unlikely to be recovered in full
from successful development or by sale.
For the purpose of impairment testing, assets
are grouped together into the smallest group
of assets that generates cash inflows from
continuing use that are largely independent of
the cash inflows of other assets or groups of
assets (the “cash-generating unit”).
An impairment loss is recognised if the
carrying amount of an asset or its cash-
generating unit exceeds its recoverable
amount. Impairment losses are recognised in
profit or loss. Impairment losses recognised in
respect of cash-generating units are allocated
to reduce the carrying amount of the assets in
the unit (group of units) on a pro rata basis.
The recoverable amount of an asset or cash-
generating unit is the greater of its value in
use and its fair value less costs to sell. In
assessing value in use, the estimated future
cash flows are discounted to their present
value using a pre-tax discount rate that
reflects current market assessments of the
time value of money and the risks specific to
the asset.
(q) Exploration and
evaluation expenditure
Exploration and evaluation costs, including
the costs of acquiring licences, are
capitalised as exploration and evaluation
assets on an area of interest basis. Costs
incurred before the Consolidated Entity has
obtained the legal rights to explore an area are
recognised in the profit or loss.
(p) Impairment – non-financial assets
The carrying amounts of the Consolidated
Entity’s non-financial assets, other than
deferred tax assets, are reviewed at each
reporting date to determine whether there
is any indication of impairment. If any such
indication exists, then the asset’s recoverable
amount is estimated.
For exploration and evaluation expenditure
assets indicators of impairment may include:
• the period for which the Consolidated
Entity has the right to explore in the
specific area has expired during the
period or will expire in the near future, and
is not expected to be renewed;
• substantive expenditure on further
exploration for and evaluation of mineral
resources in the specific area is neither
budgeted nor planned;
SANTANA MINERALS ANNUAL REPORT 202675
Exploration and evaluation assets are only
recognised if the rights of the area of interest
are current and either:
• the expenditures are expected to
be recouped through successful
development and exploitation of the area
of interest or alternatively by its sale; or
• activities in the area of interest have
not at the reporting date, reached a
stage which permits a reasonable
assessment of the existence or otherwise
of economically recoverable reserves and
active and significant operations in, or in
relation to, the area of interest
are continuing.
Exploration and evaluation assets are
assessed for impairment when facts and
circumstances suggest that the carrying
amount exceeds the recoverable amount.
For the purposes of impairment testing,
exploration and evaluation assets are
allocated to cash-generating units to which
the exploration activity related. The cash
generating unit shall not be larger than the
area of interest.
Once the technical feasibility and commercial
viability of the extraction of mineral resources
in an area of interest are demonstrable,
exploration and evaluation assets attributable
to that area of interest are first tested for
impairment and then reclassified from
intangible assets to mining property and
development assets within property, plant
and equipment.
(r) Right of use assets
A right-of-use asset is recognised at the
commencement date of a lease. The right-
of-use asset is measured at cost, which
comprises the initial amount of the lease
liability, adjusted for, as applicable, any
lease payments made at or before the
commencement date net of any lease
incentives received, any initial direct costs
incurred, and, except where included in the
cost of inventories, an estimate of costs
expected to be incurred for dismantling and
removing the underlying asset, and restoring
the site or asset.
Right-of-use assets are depreciated on a
straight-line basis over the unexpired period
of the lease or the estimated useful life of
the asset, whichever is the shorter. Where
the consolidated entity expects to obtain
ownership of the leased asset at the end of
the lease term, the depreciation is over its
estimated useful life. Right-of use assets are
subject to impairment or adjusted for any
remeasurement of lease liabilities.
The Consolidated Entity has elected not
to recognise a right-of-use asset and
corresponding lease liability for short-term
leases with terms of 12 months or less and
leases of low-value assets. Lease payments
on these assets are expensed to profit or loss
as incurred.
(s) Lease liabilities
A lease liability is recognised at the
commencement date of a lease. The lease
liability is initially recognised at the present
value of the lease payments to be made
over the term of the lease, discounted using
the interest rate implicit in the lease or, if
that rate cannot be readily determined, the
consolidated entity's incremental borrowing
rate. Lease payments comprise of fixed
payments less any lease incentives receivable,
variable lease payments that depend on an
index or a rate, amounts expected to be paid
under residual value guarantees, exercise
price of a purchase option when the exercise
of the option is reasonably certain to occur,
and any anticipated termination penalties.
The variable lease payments that do not
depend on an index or a rate are expensed in
the period in which they are incurred.
SANTANA MINERALS ANNUAL REPORT 202676
Lease liabilities are measured at amortised
cost using the effective interest method. The
carrying amounts are remeasured if there
is a change in the following: future lease
payments arising from a change in an index
or a rate used; residual guarantee; lease
term; certainty of a purchase option and
termination penalties. When a lease liability
is remeasured, an adjustment is made to the
corresponding right-of use asset, or to profit
or loss if the carrying amount of the right-of-
use asset is fully written down.
(t) Going concern
The consolidated financial statements have
been prepared on the basis of accounting
principles applicable to a “going concern”
which assumes the Consolidated Entity will
continue in operation for the foreseeable
future and will be able to realise its assets and
discharge its liabilities in the normal course
of operations.
The Consolidated Entity currently has no
source of operating cash inflows, other
than interest income, and has incurred net
cash outflows from operating and investing
activities for the year ended 30 June 2026 of
$51,063,166 (2025: $18,802,332).
At 30 June 2026, the Consolidated Entity
had cash balances of $188,333,447 (2025:
$50,453,388) and net working capital (current
assets less current liabilities) of $184,541,610
(2025: $47,453,700).
The Consolidated Entity has the ability to seek
to raise funds from shareholders or other
investors and intends to raise such funds as
and when required to complete its projects.
SANTANA MINERALS ANNUAL REPORT 202677
The directors have prepared cash flow
projections that support the ability of the
Consolidated Entity to continue as a going
concern. These cash flow projections indicate
the Consolidated Entity has sufficient cash
resources to meet its objectives through
to at least September 2027. In the longer
term, the development of economically
recoverable mineral deposits found on the
Consolidated Entity’s existing or future
exploration properties depends on the
ability of the Consolidated Entity to obtain
financing through equity financing, debt
financing or other means. If the Consolidated
Entity’s exploration programs are ultimately
successful, additional funds will be required
to develop the Consolidated Entity’s
properties and to place them into commercial
production. The ability of the Consolidated
Entity to arrange such funding in the future
will depend in part upon the prevailing capital
market conditions as well as the business
performance of the Consolidated Entity. There
can be no assurance that the Consolidated
Entity will be successful in its efforts to
arrange additional financing, if needed, on
terms satisfactory to the Consolidated Entity.
If adequate financing is not available, the
Consolidated Entity may be required to delay,
reduce the scope of, or eliminate its current
or future exploration activities or relinquish
rights to certain of its interests. Failure to
obtain additional financing on a timely basis
could cause the Consolidated Entity to forfeit
its interests in some or all of its properties and
reduce or terminate its operations.
SANTANA MINERALS ANNUAL REPORT 202678
2. Financial Risk Management
(a) Overview
The Consolidated Entity has exposure to
the following risks from its use of financial
instruments: Credit Risk; Liquidity Risk and
market Risk.
This note presents information about the
Consolidated Entity’s exposure to each of
the above risks, its objectives, policies and
processes for measuring and managing risk,
and the management of capital. Further
quantitative disclosures are included
throughout this financial report.
The Board of Directors has overall
responsibility for the establishment
and oversight of the risk management
framework and policies. The board oversees
the establishment, implementation and
regular review of the Consolidated Entity’s
risk management system and to this end
has adopted risk management policies to
protect the assets and undertakings of the
Consolidated Entity.
Risk management policies are established
to identify and analyse the risks faced by
the Consolidated Entity, to set appropriate
risk limits and controls, and to monitor risks
and adherence to limits. Risk management
policies and systems are reviewed regularly to
reflect changes in market conditions and the
Consolidated Entity’s activities.
The Board oversees how management
monitors compliance with the Consolidated
Entity’s risk management policies and
procedures and reviews the adequacy of the
risk management framework in relation to the
risks faced by the Consolidated Entity.
Financial risks are managed by management
under the oversight of the Audit and Risk
Committee and the Board.
(b) Credit risk
Credit risk is the risk of financial loss to
the Consolidated Entity if a customer or
counterparty to a financial instrument fails
to meet its contractual obligations. The
Consolidated Entity’s exposure to credit risk
is minimal other than those exposures with
respect to credit risk set out in Note 20.
(c) Liquidity risk
Liquidity risk is the risk that the Consolidated
Entity will not be able to meet its financial
obligations as they fall due. The Consolidated
Entity’s approach to managing liquidity is to
ensure, as far as possible, that it will always
have sufficient cash to meet its liabilities
when due, under both normal and stressed
conditions, without incurring unacceptable
losses or risking damage to the Consolidated
Entity’s reputation. The Consolidated Entity
monitors its cash holdings on a regular basis
in relation to actual cash flows, financial
obligations and planned activities in order to
manage liquidity risk.
(d) Market risk
Market risk is the risk that changes in market
prices, such as interest rates, foreign
exchange rates and equity prices, will affect
the Consolidated Entity’s income or the value
of its holdings of financial instruments. The
objective of market risk management is to
manage and control market risk exposures
within acceptable parameters, while
optimising the return.
The Consolidated Entity is exposed to
currency risk on purchases that are
denominated in a currency other than the
respective functional currencies of its
subsidiaries, which are the Australian dollar
(AUD) and the New Zealand Dollar (NZD).
The currencies in which these transactions
primarily are denominated are AUD and
NZD, while a small amount of transactions
are also denominated in the United States
dollar (USD). The Consolidated Entity seeks
to minimise its exposure to currency risk by
monitoring exchange rates and entering into
foreign currency transactions that maximise
the Consolidated Entity’s position.
SANTANA MINERALS ANNUAL REPORT 202679
The Consolidated Entity does not presently
enter into hedging arrangements to hedge its
currency risk. All foreign currency transactions
are entered into at spot rates. The Board
considers this policy appropriate, taking
into account the Consolidated Entity’s size,
current stage of operations, financial
position and the Board’s approach to
risk management.
(e) Capital management
The Board’s policy is to maintain a sufficient
capital base so as to maintain investor,
creditor and market confidence and to
sustain future development of the business.
The Board considers current cash reserves,
aged payables and other current liabilities
and short-term receivables in its assessment
of capital for the Consolidated Entity’s
operations. Given the Consolidated Entity’s
current stage of operations and financial
position the Board is focused on investment
of available capital in the Consolidated
Entity’s operations.
Neither the Company nor any of its
subsidiaries are subject to externally imposed
capital requirements.
SANTANA MINERALS ANNUAL REPORT 202680
3. Net Financing Income/(Expense)
4. Personnel Expenses
5. Auditor's Remuneration
Consolidated
Item2026 ($)2025 ($)
Interest income5,259,4661,664,014
Financing income5,259,4661,664,014
Foreign exchange loss(86,784)(19,412)
Interest expense (563)(3,091)
(87,347)(22,503)
Net financing income/(expense)5,172,1191,641,511
Consolidated
Item2026 ($)2025 ($)
Non-executive Directors' Fees300,000221,065
Salaries and wages1,960,9841,603,949
Superannuation contributions 47,15549,431
Share based payments145,385618,254
Total personnel expenses2,453,5242,492,699
Consolidated
Item2026 ($)2025 ($)
AUDIT SERVICES
Audit and review of financial reports - KPMG 119,300100,500
Total auditor's remuneration119,300100,500
SANTANA MINERALS ANNUAL REPORT 202681
6. Taxation – Numerical Reconciliation of Income Tax Benefit
(a) Income tax benefit recognised in the income statement
(b) Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items because it is
not probable that future taxable profit will be available from which the Consolidated Entity can
utilise the benefits:
(c) Expiry of tax losses
The foreign tax losses have expiry dates under current tax legislation. At 30 June 2026, the
Consolidated Entity has income tax loss carry forward amounts expiring as follows:
Consolidated
Item2026 ($)2025 ($)
Loss before tax(1,408,143)(1,692,292)
Income tax using domestic corporation
tax rate 25% (2025: 25%)
(352,036)(423,073)
(INCREASE)/DECREASE IN TAX BENEFIT DUE TO:
Sundry items2,422(114,964)
Share based payments36,346154,564
Difference in tax rate in foreign jurisdictions (84,763)(45,488)
Deferred tax assets not brought to account398,031428,961
Income tax benefit--
Consolidated
Item2026 ($)2025 ($)
Deductible temporary differences2,850,0001,318,000
Tax Losses20,130,60517,358,431
Capital Losses427,598427,598
Unrecognised deferred tax assets23,408,20319,104,029
Item
Australia
($)
New Zealand
($)
Total
($)
Does not expire17,355,52856,399,01173,754,539
30 June 202617,355,52856,399,01173,754,539
SANTANA MINERALS ANNUAL REPORT 202682
(d) Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
ConsolidatedAssetsLiabilitiesNet
Item2026 ($)2025 ($)2026 ($)2025 ($)2026 ($)2025 ($)
Exploration expenditure------
Other items--492,00090,000492,00090,000
Tax loss carry-forwards(492,000)(90,000)--(492,000)(90,000)
Tax (assets) liabilities(492,000)(90,000)492,00090,000--
Set off of tax492,00090,000(492,000)(90,000)--
Net tax (assets)
liabilities
------
SANTANA MINERALS ANNUAL REPORT 202683
7. Loss per Share
Basic and diluted loss per share
The calculation of basic and diluted loss
per share at 30 June 2026 was based on the
loss attributable to ordinary shareholders
of $1,408,143 (2025: $1,692,292) and a
weighted average number of ordinary shares
outstanding during the financial year ended
30 June 2026 of 868,937 (2025: 665,575),
calculated as follows:
Consolidated ($)
Item20262025
RECONCILIATION OF EARNINGS USED IN THE CALCULATION OF LOSS PER SHARE
Loss attributed to ordinary shareholders used in
the calculation of basic and diluted loss per share
$1,408,143$1,692,292
Consolidated number ('000)
Item20262025 *
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
Issued ordinary shares at 1 July 722,719619,407
Effect of shares issued August 2024-2,536
Effect of shares issued September 2024-6,548
Effect of shares issued October 2024-4,612
Effect of shares issued November 2024-1,792
Effect of shares issued December 2024-2,298
Effect of shares issued January 2025-4,281
Effect of shares issued February 2025-17,593
Effect of shares issued March 2025-6,508
Effect of shares issued August 202589,844-
Effect of shares issued September 20254,181-
Effect of shares issued December 20252,326-
Effect of shares issued January 2026552-
Effect of shares issued February 202643,672-
Effect of shares issued March 20261,286-
Effect of shares issued April 20264,357
Weighted average number of ordinary shares
at 30 June
868,937665,575
* Presented on a post 3:1 share share-split basis which occurred in October 2024.
At 30 June 2026, 4,909,038 (June 2025:
10,009,038) unlisted performance rights
and options were excluded from the diluted
weighted-average number of ordinary shares
calculation because their effect would have
been anti-dilutive.
SANTANA MINERALS ANNUAL REPORT 202684
8. Cash and Cash Equivalents
9. Trade and Other Receivables
10. Equity-Accounted Investees
Consolidated
Item2026 ($)2025 ($)
CURRENT
Cash at call188,333,44750,453,388
Total cash and cash equivalents188,333,44750,453,388
Consolidated
Item2026 ($)2025 ($)
CURRENT
Other receivables6,0809,192
Accrued interest1,708,243266,067
GST receivable516,025282,380
Total trade and other receivables2,230,348557,639
Item
30 June 2026
($)
30 June 2025
($)
Interests in associate – Southern Gold (Asia) Pty Ltd47,82464,265
Southern Gold (Asia) Pty Ltd (“SGA”,
an associate) holds the interests in the
Cambodian gold projects. SGA is a party to
an unincorporated joint venture agreement
with Southern Gold Limited (SGL) in respect of
the Cambodian Exploration Licences (CELs).
Pursuant to the agreement, SGL has a 15%
unincorporated joint venture interest in the
CELs, which is free carried until completion of
a feasibility study.
SGA has also entered into a farm-out and
incorporated joint venture agreement with
Renaissance Cambodia Pty Ltd (Renaissance)
(the “Farm-Out Agreement”). Under the Farm
Out Agreement Renaissance will manage SGA
and sole fund US$0.5million of exploration
expenditure on each of the CELs in order to
earn a 30% shareholding in SGA. After earning
the 30% shareholding, Renaissance can
elect to sole fund a further US$1.0million of
exploration expenditure on each of the CELs
over the following two years and increase its
shareholding in SGA to 60%.
SANTANA MINERALS ANNUAL REPORT 202685
When Renaissance has earned a 60%
shareholding in SGA, the consolidated entity
may elect to either contribute to further
exploration activities on the CELs and
maintain its 40% shareholding in SGA, or
alternatively elect not to contribute, in which
case Renaissance may earn a further 25%
shareholding in SGA by continuing to manage
SGA and funding completion of a definitive
feasibility study. During the definitive
feasibility study period the consolidated entity
interests would be free carried.
Renaissance has met the expenditure
requirements to earn a 60% interest in the
Subsidiary. The consolidated entity has
elected not to contribute and is free carried to
a definitive feasibility study.
Item
30 June 2026
($)
30 June 2025
($)
Percentage ownership interest40%40%
Non-current assets505,528510,071
Current assets425,551443,105
Non-current liabilities --
Current liabilities (6,229)(741)
Net assets (100%)924,850952,435
Consolidated entity’s share of net assets40%40%
Carrying amount of interest in associate 47,82464,265
Revenue--
Loss from continuing operations (100%)(41,102)(41,918)
Total comprehensive income/(loss) (100%)(41,102)(41,918)
Consolidated entity’s share of total
comprehensive income/(loss)
(16,441)(16,767)
In accordance with the Farm-Out Agreement,
Renaissance has met the expenditure
requirements to earn 60% interest in SGA
through sole funding of exploration which is
being recognised in equity of SGA. Santana
Minerals Limited does not currently recognise
any share of this increase in equity of SGA.
SANTANA MINERALS ANNUAL REPORT 202686
Item
Fixtures &
fittings
($)
Plant &
Equipment
($)
Motor
vehicles
($)
Total
($)
COSTS
Balance at 1 July 202418,509472,42338,536529,468
Acquisitions76,404208,393-284,797
Disposals-(3,882)(38,244)(42,126)
Effect of movements in foreign
exchange
668,364(292)8,138
Balance at 30 June 202594,979685,298-780,277
Balance at 1 July 202594,979685,298-780,277
Acquisitions93,834652,424-746,258
Disposals----
Impairment(12,214)(19,929)-(32,143)
Effect of movements in foreign
exchange
(9,477)(76,189)-(85,666)
Balance at 30 June 2026167,1221,241,604-1,408,726
DEPRECIATION AND IMPAIRMENT LOSSES
Balance at 1 July 2024(18,195)(215,340)(38,535)(272,070)
Depreciation charge for the year(12,854)(103,017)-(115,871)
Disposals-3,88438,24442,128
Effect of movements in foreign
exchange
(60)(3,466)291(3,235)
Balance at 30 June 2025(31,109)(317,939)-(349,048)
Balance at 1 July 2025(31,109)(317,939)-(349,048)
Depreciation charge for the year(26,819)(139,673)-(166,492)
Disposals----
Impairment12,21419,929-32,143
Effect of movements in foreign
exchange
2,16434,124-36,288
Balance at 30 June 2026(43,550)(403,559)-(447,109)
CARRYING AMOUNTS
At 30 June 202563,870367,359-431,229
At 30 June 2026123,572838,045-961,617
11. Property, Plant and Equipment
SANTANA MINERALS ANNUAL REPORT 202687
12. Right of Use Asset
13. Exploration and Evaluation Expenditure
Consolidated
Item2026 ($)2025 ($)
Balance at 1 July 361,66465,252
Acquisitions279,871295,618
Effect of movements in foreign exchange(41,412)794
Balance at 30 June 600,123361,664
DEPRECIATION
Balance at 1 July 94,77812,658
Depreciation charge for the year79,91481,878
Effect of movements in foreign exchange(10,853)242
Balance at 30 June 163,83994,778
CARRYING AMOUNTS
At 30 June 436,284266,886
Consolidated
Item2026 ($)2025 ($)
CAPITALISED EXPLORATION AND EVALUATION EXPENDITURE
Exploration and evaluation phase – at cost
Bendigo-Ophir – New Zealand
96,340,68454,420,890
Total96,340,68454,420,890
RECONCILIATIONS
Opening balance at beginning of year54,420,89035,446,495
Expenditure for the year48,151,22117,745,371
Effect of foreign exchange movement(6,231,427)1,229,024
Closing balance at end of year96,340,68454,420,890
Bendigo-Ophir Project, New Zealand
The Bendigo-Ophir Project is subject to a 1.5%
Net Smelter Royalty (NSR) on all production
from MEP 60311 (and successor permits)
payable to a private company (Rise and Shine
Holdings Limited) which is owned by the prior
owners of the project before acquisition by the
consolidated entity. Also, as gold is a Crown
mineral, a royalty is payable to the Crown as
either the higher of an ad valorem royalty of
2% of the net sales revenue or an accounting
profits royalty of 10%.
SANTANA MINERALS ANNUAL REPORT 202688
Access arrangements are in place with
landowners that provide for current
exploration and other activities, with
compensation payable including royalties
starting at 1% on the net value of gold
produced, increasing to 1.5% and ultimately
2% dependent on location and total gold
produced over the life of the mine. Certain
royalties are subject to transactions which
remain subject to completion at the date
of this report (refer note 17). Completion
of these transactions may reduce the
consolidated entity’s future obligations.
14. Lease Liabilities
Consolidated
Item2026 ($)2025 ($)
Current liability124,777158,392
Non-Current liability121,77540,794
Total246,552199,186
15. Capital and Reserves
(a) Ordinary shares issued
The Company does not have authorised
capital or par value in respect of its issued
shares. All issued shares are fully paid.
Ordinary shareholders have the right to
receive dividends as declared and, in the
event of winding up of the Company, to
participate in the proceeds from the sale of
all surplus assets in proportion to the number
of and amounts paid up on shares held.
Ordinary shares entitle their holder to one
vote, either in person or by proxy, at a meeting
of the Company.
The Company recorded the following amounts
within shareholders’ equity as a result of
having issued ordinary shares.
SANTANA MINERALS ANNUAL REPORT 202689
Item
Number of
ordinary shares
Issue price
($)
Share capital
($)
30 JUNE 2026
Balance at 1 July 2025722,718,675145,377,294
Share issue August 2025 103,448,276 0.5860,000,000
Share issue September 2025 5,172,510 0.583,000,056
Share issue December 2025 (Option Ex.)1,500,0000.295442,500
Share issue December 2025 (Option Ex.)1,200,000 0.3125375,000
Share issue December 2025 (Vesting of
Performance Rights)
318,720 --
Share issue December 2025 (Option Ex.)1,200,000 0.3125375,000
Share issue January 2026 (Option Ex.)1,200,000 0.3125375,000
Share issue February 2026 125,513,727 0.90112,962 355
Share issue March 2026 4,557,937 0.904,102,143
Share issue April 202618,930,718 0.9017,037,646
Share issue costs-(9,491,991)
Balance at 30 June 2026 – fully paid985,760,563334,555,003
30 JUNE 2025
Balance at 1 July 2024206,468,935109,193,111
Share issue August 2024 (Option Ex.)995,9831.081,075,661
Share issue September 2024 (Option Ex.)1,140,3100.30342,093
Share issue September 2024 (Option Ex.)1,596,4571.081,724,174
Share issue October 2024 (Option Ex.)2,152,5091.082,324,709
Share Split (3 for 1)424,708,388-
Share issue November 2024 (Option Ex.)2,859,3420.361,029,363
Share issue December 2024 (Option Ex.)4,136,5120.361,489,145
Share issue December 2024 (Option Ex.)90,0720.312528,148
January 2025 (Vesting of Performance
Rights)
159,360--
January 2025 (Option Ex.)9,776,0640.363,519,383
February 2025 (Option Ex.)48,614,0830.3617,501,070
March 2025 (Option Ex.)18,820,6600.366,775,437
March 2025 (Option Ex.)1,200,0000.3125375,000
Balance at 30 June 2025 – fully paid722,718,675145,377,294
SANTANA MINERALS ANNUAL REPORT 202690
Number of options
Item20262025 *
Employee share options – Jan 2023-1,500,000
Employee share options – Oct 20234,500,0004,500,000
Employee share options – Dec 2023409,0384,009,038
Total options over ordinary shares currently
issued
4,909,03810,009,038
Item
12 months
30 June 2026
12 months
30 June 2025 *
RECONCILIATION
Total options over ordinary shares – 1 July10,009,03839,518,404
Exercise of Options (August 2024)-(995,983)
Exercise of Options (September 2024)-(2,736,767)
Exercise of Options (October 2024)-(2,152,509)
Impact of share split (3 for 1)-67,266,290
Exercise of Options (November 2024)-(2,859,342)
Exercise of Options (December 2024)-(4,226,584)
Exercise of Options (January 2025)-(9,776,064)
Expiry of Options (January 2025)-(90,069)
Exercise of Options (February 2025)-(48,614,083)
Exercise of Options (March 2025)-(20,020,660)
Expiry of Options (March 2025)-(5,303,595)
Exercise of Options (December 2025)(3,900,000)-
Exercise of Options (January 2026)(1,200,000)-
Total options over ordinary shares – 30 June 4,909,03810,009,038
(b) Options over ordinary shares
The Company has issued the following options over ordinary shares:
Details of options on issue:
Expiry dateExercise price ($)Number of shares
23 October 20260.22234,500,000
11 December 20260.3125409,038
Total number of shares4,909,038
SANTANA MINERALS ANNUAL REPORT 202691
Number of performance rights
Item30 June 202630 June 2025
Employee incentive performance rights on issue1,555,0001,672,440
Total performance rights currently issued1,555,0001,672,440
Item
12 months
30 June 2026
12 months
30 June 2025
RECONCILIATION
Total performance rights - 1 July 1,672,440 363,176
Performance rights issued520,0001,035,000
Impact of share split (3 for 1)-726,352
Performance rights expired(318,720)(292,728)
Performance rights vested(318,720)(159,360)
Total performance rights 1,555,0001,672,440
(c) Performance rights on issue
The Company has issued the following performance rights on issue:
(d) Nature and purpose of reserves
Foreign currency translation reserve
The foreign currency translation reserve
comprises all foreign currency differences
arising from translation of the financial
statements of foreign operations.
16. Segment Information
Each area of interest represents an operating
segment, however for reporting purposes
areas of interest are aggregated where they
are located in the same region and relate
to the exploration of similar commodities.
The Consolidated Entity’s current areas of
interest relate to the exploration, evaluation
and advancement towards development of
precious metals projects in New Zealand. In
reviewing segment results the Chief Executive
Officer and Board consider total expenditure
on exploration and evaluation activities
(expensed and capitalised) and results of
such activities.
Consolidated
Item2026 ($)2025 ($)
NEW ZEALAND
Exploration and evaluation expenditure capitalised
– see note 13
48,151,22117,745,371
Exploration and evaluation expenditure expensed--
Total exploration and evaluation expenditure48,151,22117,745,371
Exploration and evaluation assets at 30 June 96,340,68454,420,890
SANTANA MINERALS ANNUAL REPORT 202692
Item
30 June 2026
($)
30 June 2025
($)
Commitments are not provided for in the accounts
and are payable:
-
Not later than 1 year70,157,404-
Later than 1 year but not later than 5 years89,483,221-
Total159,640,625-
17. Commitments
The consolidated entity has entered into
certain contractual arrangements in the
ordinary course of business that give rise
to commitments for future expenditure.
These commitments primarily relate to
land and royalty purchase agreements and
plant and equipment related to development
of the Bendigo-Ophir Gold Project.
All land and royalty purchase agreements
are subject to conditions precedent which
renders them cancellable at the discretion of
the consolidated entity with minimal notice
under the relevant contractual terms. The
consolidated entity has paid non-refundable
deposits of $14,774,804 in connection
with these agreements. Accordingly, while
the arrangements may indicate expected
future expenditure, they do not represent
fixed or non-cancellable obligations of the
consolidated entity.
18. Consolidated Entities
Item
Country of
incorporation
Ordinary shares
2026
Percentage
owned 2025
PARENT ENTITY
Santana Minerals LimitedAustralia
SUBSIDIARIES
Namiquipa Pty LtdAustralia100100
Espiritu Santo Pty LtdAustralia100100
Texrise Pty Ltd Australia100100
Cuitaboca Pty LtdAustralia100100
Carlin Resources Pty Ltd Australia100100
Administración Integral Ceresour
SA de CV
Mexico100100
Minera Antoinetta SA de CVMexico100100
Matakanui Gold Limited New Zealand100100
Santana Minerals (NZ) LimitedNew Zealand100-
Matakanui Land LimitedNew Zealand100-
SANTANA MINERALS ANNUAL REPORT 202693
19. Share-Based Payments
Director and Employee Share-Based
Payments
In 2022, the Company, Santana Minerals
Limited, established an Employee Incentive
Securities Plan program that entitles key
management personnel and senior
employees to purchase shares in the
Company through either the issue of options
or performance rights.
Options
In the 2023 and 2024 years, options were
granted to directors and senior employees of
Santana Minerals Limited. In accordance with
these programs, options were granted and
are exercisable at the exercise price that was
determined at the date of grant.
The terms and conditions of the employee
share option grants made under the employee
share option program and in existence at 30
June 2026 were as follows.
Grant dateEntitlement
Number of
instruments *
Vesting
conditions
Contractual life
23.10.2023Director4,500,000
12 months
from grant
23.10.2026 –
36 months
12.12.2023Director169,905
12 months
from grant
11.12.2026 –
36 months
12.12.2023Director169,902
24 months
from grant
11.12.2026 –
36 months
12.12.2023Senior employees34,617
12 months
from grant
11.12.2026 –
36 months
12.12.2023Senior employees34,614
24 months
from grant
11.12.2026 –
36 months
Total employee share options4,909,038
* Presented on a post 3:1 share split basis which occurred in October 2024
All employee share options issued are
exercisable at any time after the vesting date
and before the expiry date to acquire one fully
paid ordinary share. Where the employment or
office of the option holder is terminated, any
options which have not reached their vesting
date will lapse and any options which have
reached their vesting date may be exercised
within prescribed periods from the date of
termination of employment.
The fair value of employee share options has
been calculated with the following inputs:
SANTANA MINERALS ANNUAL REPORT 202694
Grant dateEntitlement
Number of
instruments *
Vesting
conditions
Vesting date
30.10.2024Director300,000
Tranche 1
(24 offer)
31.12.2026 –
2.16 years
30.10.2024Director300,000
Tranche 2
(24 offer)
31.12.2026 –
2.16 years
30.10.2024Director300,000
Tranche 3
(24 offer)
31.12.2026 –
2.16 years
30.10.2024Senior employees45,000
Tranche 1
(24 offer)
31.12.2026 –
2.16 years
30.10.2024Senior employees45,000
Tranche 2
(24 offer)
31.12.2026 –
2.16 years
30.10.2024Senior employees45,000
Tranche 3
(24 offer)
31.12.2026 –
2.16 years
09.12.2025Director180,000
Tranche 1
(25 offer)
31.12.2027 –
2.02 years
09.12.2025Director180,000
Tranche 2
(25 offer)
31.12.2027 –
2.02 years
09.12.2025Senior employees80,000
Tranche 1
(25 offer)
31.12.2027 –
2.02 years
09.12.2025Senior employees80,000
Tranche 2
(25 offer)
31.12.2027 –
2.02 years
Total employee performance rights1,555,000
Grant date
Fair value at
grant date *
Share
price *
Exercise
price *
Expected
volatility
Option life
years
Expected
dividends
Risk-free
interest rate
23.10.2023$0.0701$0.1767$0.222365%3.0-4.224%
12.12.2023$0.1356$0.29$0.312570%3.0-3.96%
12.12.2023$0.1064$0.29$0.312565%2.12-4.022%
* Presented on a post 3:1 share split basis which occurred in October 2024
* Presented on a post 3:1 share split basis which occurred in October 2024
Performance Rights
In 2024, 2025 and 2026, the Company,
Santana Minerals Limited, granted
performance rights to directors and senior
employees. Each performance rights converts
to one common share of the Company upon
achieving certain vesting conditions.
The terms and conditions of the performance
rights made and in existence at 30 June 2026
were as follows.
SANTANA MINERALS ANNUAL REPORT 202695
TrancheVesting conditions
Tranche 1 (24 offer)
Santana having obtained all necessary permits and approvals to commence
mining operations at the Bendigo-Ophir Project on or before 5:00pm on 31
December 2026.
Tranche 2 (24 offer)
Santana having obtained project funding and having commenced
development activities in respect of Bendigo Ophir Project before 5:00pm on
31 December 2026.
Tranche 3 (24 offer)
Santana’s Shares having traded above $0.667 for a period of at least ten (10)
consecutive trading days.
Tranche 1 (25 offer)
Remaining employed until 30 November 2027; and VWAP of Shares across
any 10 sequential trading days between the issue date and the measurement
date of at least $1.20 per Share.
Tranche 2 (25 offer)
Remaining employed until 30 November 2027; and production commencing
at the Bendigo-Ophir Gold Project & completing its first gold pour.
Performance rights have the following vesting conditions:
All rights expire on the earlier of the expiry
date or termination of the individual’s
employment, subject to Board discretion on
matters deemed appropriate. In addition to
a continuing employment service condition,
vesting is conditional on the consolidated
entity achieving certain performance
criteria as identified in the above table with
such rights vesting 12 months after the
performance criteria has been met provided
that criteria is met before the expiry date.
All employee performance rights convert at
any time after the vesting conditions have
been met into one fully paid ordinary share.
Where the employment or office of the
option holder is terminated, any performance
rights which have not reached their vesting
conditions will lapse.
The grant-date fair value of performance
rights is recognised as an expense over
the applicable vesting period. The number
of awards expected to vest is adjusted
for service and non-market performance
conditions, while market-based performance
conditions are reflected in the grant-date fair
value of the awards.
Share-based payment expense recognised
during the year:
Item
2026
($)
2025
($)
SHARE-BASED PAYMENT EXPENSE RECOGNISED DURING THE PERIOD
Options and rights issued to directors 138,899440,989
Options and rights issued to management 6,486177,265
Total share-based payment expense145,385618,254
SANTANA MINERALS ANNUAL REPORT 202696
Item
2026
(AUD $)
2025
(AUD $)
Trade and other payables – AUD(618,304)(81,355)
Trade and other payables – NZD(48,153)-
Cash and cash equivalents – NZD82,48084,252
Cash and cash equivalents – USD85,180115,097
Cash and cash equivalents – AUD609,936-
Net exposure111,139117,994
Average rateReporting date spot rate
Item2026202520262025
NZD1.16071.09471.21761.0781
USD1.47561.54531.45101.5219
20. Financial Instruments
Exposure to credit risk, currency risk and
liquidity risk arises in the normal course of the
Consolidated Entity’s operations.
Credit risk
At the balance sheet date there were no
significant concentrations of credit risk.
The Consolidated Entity held cash and cash
equivalents of $188,333,447 at 30 June 2026
(2025: $50,453,388), which represents its
maximum credit exposure on these assets.
The cash and cash equivalents are held with
bank and financial institution counterparties,
which have a long-term AA rating by Standard
& Poor’s.
The maximum exposure to credit risk is
represented by the carrying amount of each
financial asset in the balance sheet.
Interest rate risk
The Consolidated Entity is exposed to interest
rate risk through its holding of cash and cash
equivalents. At 30 June 2026 the weighted
average interest rate on cash and cash
equivalents was 4.60% (2025: 4.25%).
Sensitivity analysis
An increase of 50 basis points in interest rates
would not have had a material impact on the
Consolidated Entity’s profit or loss.
Foreign currency risk
The Consolidated Entity’s exposure to foreign
currency risk at balance date was as follows,
based on notional amounts:
The following significant exchange rates applied during the year:
SANTANA MINERALS ANNUAL REPORT 202697
Sensitivity analysis
A reasonably foreseeable movement in
exchange rates would not have a material
impact on the Consolidated Entity’s profit
or loss.
Liquidity risk
At reporting date there were no significant
concentrations of liquidity risk other than
the Consolidated Entity’s exposure to lease
liabilities. The maturity of these liabilities has
been identified in Note 14.
Fair value
The carrying amounts of the Consolidated
Entity's financial assets and financial
liabilities approximate their fair values at 30
June 2026.
21. Reconciliation of Cashflows from Operating Activities
22. Related Parties
Key management
personnel disclosures
The following were the key management
personnel of the Consolidated Entity at any
time during the reporting period and unless
otherwise indicated were key management
personnel for the entire period:
Consolidated
Item2026 ($)2025 ($)
Net loss(1,408,143)(1,692,292)
ADD/(LESS) NON-CASH ITEMS:
Depreciation 21,66132,820
Share of loss of equity-accounted investees16,44116,767
Interest expense5633,091
Foreign exchange loss125,24416,350
Profit on sale of assets-(188,619)
Share based payments145,385618,254
Foreign currency differences-(1,202,730)
(Increase)/decrease in receivables145,604(109,786)
Increase/(decrease) in payables(1,110,127)(93,475)
(Increase)/decrease in prepayments(205,501)(125,927)
Net cash used in operating activities(2,268,873)(2,725,547)
Key management personnel
NON-EXECUTIVE DIRECTORS
Mr P Cook (Chairman)
Mr F Bunting
Mrs E Scotney
EXECUTIVE DIRECTORS
Mr D Spring
Mr S Smith
EXECUTIVES
Mr C McPherson (Company Secretary)
SANTANA MINERALS ANNUAL REPORT 202698
Consolidated
Item2026 ($)2025 ($)
Non-executive directors’ fees277,500221,065
Salaries and fees888,025882,136
Superannuation66,50559,689
Annual leave31,87023,352
Share based payments134,310465,791
Bonus399,413132,595
Other allowances22,99324,301
Total key management personnel compensation1,820,6161,808,929
Key management personnel compensation disclosures
The key management personnel compensation included in ‘personnel expenses’ is as follows:
Information regarding individual directors
and executives’ compensation is provided in
the Remuneration Report section of the
Directors’ Report.
Loans to key management personnel
and their related parties
The Consolidated Entity has not made any
loans directly or indirectly to key management
personnel during the current financial year.
Other key management
personnel transactions
The key management personnel hold
positions in other entities that result in
them having control or significant influence
over the financial or operating policies of
those entities.
Key management personnel are able to
receive remuneration directly through
these entities. All amounts applicable to
remuneration have been disclosed in the
Remuneration Report section of the
Directors’ report.
During the year the Consolidated Entity paid
Minex Resources Limited, an entity associated
with Mr F Bunting, $27,440 (2025: $55,474)
for consulting fees and hire of equipment.
At reporting date there was $nil (2025:
$nil) outstanding amount payable to Minex
Resources Limited.
Apart from the details disclosed in this
note, no director has entered into a
material contract with the Company or
the Consolidated Entity and there were
no material contracts involving directors’
interests existing at year-end.
SANTANA MINERALS ANNUAL REPORT 202699
23. Parent Entity
As at, and throughout, the financial year ended 30 June 2026 the parent entity of the Group was
Santana Minerals Limited.
Item
2026
(AUD $)
2025
(AUD $)
RESULTS OF THE PARENT ENTITY
Loss for the year(6,801,788)(2,407,472)
Other comprehensive income--
Total comprehensive income for the year(6,801,788)(2,407,472)
FINANCIAL POSITION OF THE PARENT ENTITY AT YEAR END
Current assets189,105,53050,488,298
Total assets279,836,425102,772,018
Current liabilities502,531175,841
Total liabilities502,531175,841
TOTAL EQUITY OF THE PARENT ENTITY COMPRISING OF
Share capital334,555,003145,417,304
Retained earnings(55,221,109)(42,821,127)
Total capital279,333,894102,596,177
24. Subsequent Events
No other matter or circumstance has arisen
since the end of the reporting period which
has significantly affected, or may significantly
affect, the operations of the Consolidated
Entity, the results of those operations or the
state of affairs of the Consolidated Entity in
subsequent financial years.
SANTANA MINERALS ANNUAL REPORT 2026100
Consolidated Entity Disclosure Statement
as at 30 June 2026
Entity nameEntity type
Country of
incorporation
Ownership
interest %
Residency
Foreign
jurisdiction for
tax residency
PARENT
Santana Minerals LimitedBody corporateAustraliaN /aAustraliaN /a
CONTROLLED ENTITIES
Namiquipa Pty LtdBody corporateAustralia100AustraliaAustralia*
Espiritu Santo Pty LtdBody corporateAustralia100AustraliaAustralia*
Texrise Pty Ltd Body corporateAustralia100AustraliaAustralia*
Cuitaboca Pty LtdBody corporateAustralia100AustraliaAustralia*
Carlin Resources Pty Ltd Body corporateAustralia100AustraliaAustralia*
Administración Integral
Ceresour SA de CV
Body corporateMexico100MexicoMexico
Minera Antoinetta SA de CVBody corporateMexico100MexicoMexico
Matakanui Gold LimitedBody corporateNew Zealand100New ZealandNew Zealand
Santana Minerals (NZ) LimitedBody corporateNew Zealand100New ZealandNew Zealand
Matakanui Land LimitedBody corporateNew Zealand100New ZealandNew Zealand
* Santana Minerals Limited (the 'head entity') and its wholly-owned Australian subsidiaries have formed an income tax
consolidated group under the tax consolidation regime.
Determination of Tax Residency
Section 295 (3A) of the Corporations Act 2001 requires
that the tax residency of each entity which is included
in the Consolidated Entity Disclosure Statement (CEDS)
be disclosed. In the context of an entity which was an
Australian resident, “Australian resident” has the meaning
provided in the Income Tax Assessment Act 1997. The
determination of tax residency involves judgment as the
determination of tax residency is highly fact dependent
and there are currently several different interpretations
that could be adopted, and which could give rise to a
different conclusion of residency.
In determining tax residency, the consolidated entity has
applied the following interpretations:
Australian tax residency
The consolidated entity has applied current legislation
and judicial precedent, including having regard to the
Commissioner of Taxation’s public guidance in Tax Ruling
TR 2018/5.
Foreign tax residency
The consolidated entity has applied current legislation and
where available judicial precedent in the determination of
foreign tax residency. Where necessary, the consolidated
entity has used independent tax advisers in foreign
jurisdictions to assist in the determination of tax residency
to ensure applicable foreign tax legislation has been
complied with.
SANTANA MINERALS ANNUAL REPORT 2026101
Directors’
Declaration
1. In the opinion of the directors of Santana
Minerals Limited (the Company)
a) the consolidated financial
statements and notes that are set
out on pages 63 to 100 and the
Remuneration report in section
3 of the Directors' report are in
accordance with the Corporations
Act 2001, including:
i) giving a true and fair view of the
Consolidated Entity’s financial
position as at 30 June 2026
and of its performance for the
financial year ended on that
date; and
ii) complying with Australian
Accounting Standards and the
Corporations Regulations 2001;
b) there are reasonable grounds to
believe that the Company will be able
to pay its debts as and when they
become due and payable; and
c) the information disclosed in the
attached consolidated entity
disclosure statement is true
and correct.
2. The directors have been given the
declarations required by Section 295A of
the Corporations Act 2001 from the Chief
Executive Officer and Chief Financial
Officer for the financial year ended 30
June 2026.
3. The directors draw attention to
note 1 (b) to the consolidated financial
statements which include a statement of
compliance with International Financial
Reporting Standards.
Signed in accordance with a resolution of
the directors:
Damian Spring
Chief Executive Officer
Dated at Brisbane this 29 September 2026
SANTANA MINERALS ANNUAL REPORT 2026102
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
Independent Auditor’s Report
To the shareholders of Santana Minerals Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of
Santana Minerals Limited (the Company).
In our opinion, the accompanying Financial
Report of the Company gives a true and
fair view, including of the Group’s
financial position as at 30 June 2026 and
of its financial performance for the year
then ended, in accordance with the
Corporations Act 2001, in compliance with
Australian Accounting Standards and the
Corporations Regulations 2001.
The Financial Report comprises
:
•
Consolidated statement of financial position as at 30
June 2026
•
Consolidated statement of profit or loss,
Consolidated statement of other comprehensive
income, Consolidated statement of changes in
equity, and Consolidated statement of cash flows
for the year then ended
•
Consolidated entity disclosure statement and
accompanying basis of preparation as at 30 June
2026
•
Notes, including material accounting policies
•
Directors’ Declaration.
The Group consists of the Company and the entities it
controlled at the year end or from time to time during
the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for
the audit of the Financial Report section of our report.
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) issued by the Accounting Professional and Ethical
Standards Board Limited (the Code) that are relevant to our audits of the financial report of a public
interest entities in Australia. We have fulfilled our other ethical responsibilities in accordance with
these requirements.
SANTANA MINERALS ANNUAL REPORT 2026103
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
Independent Auditor’s Report
To the shareholders of Santana Minerals Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of
Santana Minerals Limited (the Company).
In our opinion, the accompanying Financial
Report of the Company gives a true and
fair view, including of the Group’s
financial position as at 30 June 2026 and
of its financial performance for the year
then ended, in accordance with the
Corporations Act 2001, in compliance with
Australian Accounting Standards and the
Corporations Regulations 2001.
The Financial Report comprises
:
•
Consolidated statement of financial position as at 30
June 2026
•
Consolidated statement of profit or loss,
Consolidated statement of other comprehensive
income, Consolidated statement of changes in
equity, and Consolidated statement of cash flows
for the year then ended
•
Consolidated entity disclosure statement and
accompanying basis of preparation as at 30 June
2026
•
Notes, including material accounting policies
•
Directors’ Declaration.
The Group consists of the Company and the entities it
controlled at the year end or from time to time during
the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for
the audit of the Financial Report section of our report.
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) issued by the Accounting Professional and Ethical
Standards Board Limited (the Code) that are relevant to our audits of the financial report of a public
interest entities in Australia. We have fulfilled our other ethical responsibilities in accordance with
these requirements.
SANTANA MINERALS ANNUAL REPORT 2026104
Key Audit Matters
The Key Audit Matters we identified are:
•
Exploration and evaluation expenditure
of Bendigo-Ophir (New Zealand)
project; and
•
Going concern basis of accounting.
Key Audit Matters
are those matters that, in our
professional judgement, were of most significance in
our audit of the Financial Report of the current period.
These matters were addressed in the context of our
audit of the Financial Report as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.
Exploration and evaluation expenditure of Bendigo-Ophir (New Zealand) project ($96,340,684)
Refer to Note 13 to the Financial Report
The key audit matter How the matter was addressed in our audit
Exploration and evaluation expenditure of
Bendigo-Ophir (New Zealand) project (E&E)
capitalised is a key audit matter due to:
•
the significance of E&E activities to the
Group’s business, with the balance of
capitalised E&E expenditure being 33% of
total assets; and
•
the greater level of audit effort required to
evaluate the Group’s application of the
requirements of the industry specific
accounting standard AASB 6 Exploration for
and Evaluation of Mineral Resources (AASB
6), in particular, the conditions allowing
capitalisation of relevant expenditure and
the presence of impairment indicators. The
presence of impairment indicators would
necessitate a detailed analysis by the Group
of the value of E&E, therefore given the
criticality of this to the scope and depth of
our work, we involved senior team
members to challenge the Group’s
determination of the existence of indicators
of impairment.
In assessing the conditions allowing
capitalisation of relevant expenditure, we
focused on:
•
the Group’s determination of the areas of
interest;
•
documentation available regarding rights to
tenure, via licensing and contractual
arrangements, and compliance with
relevant conditions, to maintain current
rights to an area of interest and the Group’s
intention and capacity to continue the
Our audit procedures included:
•
evaluating the Group’s accounting policy
applicable to capitalising E&E expenditure as
assets using the criteria in the accounting
standard;
•
assessing the Group’s determination of its
areas of interest for consistency with the
definition in the accounting standard. This
involved analysing the licences in which the
Group holds an interest and the exploration
programmes planned for those licences for
consistency with documentation such as
licence conditions and planned work
programmes;
•
assessing the Group’s current rights to tenure
for each area of interest by corroborating the
ownership of the relevant licence to
government registers or other supporting
documentation and evaluating agreements in
place with other parties;
•
testing the E&E expenditure capitalised to
areas of interest for the year by evaluating a
statistical sample of recorded expenditure for
consistency to underlying records, the
capitalisation requirements of the Group’s
accounting policy and the requirements of the
accounting standard;
•
evaluating Group documents, such as minutes
of Directors’ meetings, the Group’s analysis of
impairment indicators and the Group’s cash
flow projections, for consistency with their
stated intentions and ability to fund continuing
exploration and evaluation activities. We
corroborated this through interviews with key
relevant E&E activities; and
•
the Group’s determination of whether the
E&E expenditure capitalised is expected to
be recouped through successful
development and exploitation of the area of
interest, or alternatively, by its sale.
In assessing the presence of impairment
indicators, we focused on those that may draw
into question the commercial continuation of
E&E activities for an area of interest where
significant capitalised E&E exists. In addition to
the assessments above, and given the financial
position of the Group, we paid particular
attention to:
•
the strategic direction of the Group and
their intent and capacity to continue
exploration activities;
•
the ability of the Group to fund the
continuation of exploration activities; and
•
results from the latest activities regarding
the reasonable assessment of the existence
or otherwise of economically recoverable
reserves.
Where impairment indicators are present, the
Group’s determination of the recoverable value
of the area of interest is based on assumptions
which require judgement. In the current year
the Group determined that there were no
indicators of impairment.
personnel, observable market data and our
understanding of the industry; and
•
comparing the results from the Group’s
Competent Person regarding the reasonable
assessment of the existence of reserves for
consistency with the treatment of E&E and the
requirements of the accounting standard.
SANTANA MINERALS ANNUAL REPORT 2026105
Key Audit Matters
The Key Audit Matters we identified are:
•
Exploration and evaluation expenditure
of Bendigo-Ophir (New Zealand)
project; and
•
Going concern basis of accounting.
Key Audit Matters are those matters that, in our
professional judgement, were of most significance in
our audit of the Financial Report of the current period.
These matters were addressed in the context of our
audit of the Financial Report as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.
Exploration and evaluation expenditure of Bendigo-Ophir (New Zealand) project ($96,340,684)
Refer to Note 13 to the Financial Report
The key audit matter
How the matter was addressed in our audit
Exploration and evaluation expenditure of
Bendigo-Ophir (New Zealand) project (E&E)
capitalised is a key audit matter due to:
•
the significance of E&E activities to the
Group’s business, with the balance of
capitalised E&E expenditure being 33% of
total assets; and
•
the greater level of audit effort required to
evaluate the Group’s application of the
requirements of the industry specific
accounting standard AASB 6 Exploration for
and Evaluation of Mineral Resources (AASB
6), in particular, the conditions allowing
capitalisation of relevant expenditure and
the presence of impairment indicators. The
presence of impairment indicators would
necessitate a detailed analysis by the Group
of the value of E&E, therefore given the
criticality of this to the scope and depth of
our work, we involved senior team
members to challenge the Group’s
determination of the existence of indicators
of impairment.
In assessing the conditions allowing
capitalisation of relevant expenditure, we
focused on:
•
the Group’s determination of the areas of
interest;
•
documentation available regarding rights to
tenure, via licensing and contractual
arrangements, and compliance with
relevant conditions, to maintain current
rights to an area of interest and the Group’s
intention and capacity to continue the
Our audit procedures included:
•
evaluating the Group’s accounting policy
applicable to capitalising E&E expenditure as
assets using the criteria in the accounting
standard;
•
assessing the Group’s determination of its
areas of interest for consistency with the
definition in the accounting standard. This
involved analysing the licences in which the
Group holds an interest and the exploration
programmes planned for those licences for
consistency with documentation such as
licence conditions and planned work
programmes;
•
assessing the Group’s current rights to tenure
for each area of interest by corroborating the
ownership of the relevant licence to
government registers or other supporting
documentation and evaluating agreements in
place with other parties;
•
testing the E&E expenditure capitalised to
areas of interest for the year by evaluating a
statistical sample of recorded expenditure for
consistency to underlying records, the
capitalisation requirements of the Group’s
accounting policy and the requirements of the
accounting standard;
•
evaluating Group documents, such as minutes
of Directors’ meetings, the Group’s analysis of
impairment indicators and the Group’s cash
flow projections, for consistency with their
stated intentions and ability to fund continuing
exploration and evaluation activities. We
corroborated this through interviews with key
relevant E&E activities; and
•
the Group’s determination of whether the
E&E expenditure capitalised is expected to
be recouped through successful
development and exploitation of the area of
interest, or alternatively, by its sale.
In assessing the presence of impairment
indicators, we focused on those that may draw
into question the commercial continuation of
E&E activities for an area of interest where
significant capitalised E&E exists. In addition to
the assessments above, and given the financial
position of the Group, we paid particular
attention to:
•
the strategic direction of the Group and
their intent and capacity to continue
exploration activities;
•
the ability of the Group to fund the
continuation of exploration activities; and
•
results from the latest activities regarding
the reasonable assessment of the existence
or otherwise of economically recoverable
reserves.
Where impairment indicators are present, the
Group’s determination of the recoverable value
of the area of interest is based on assumptions
which require judgement. In the current year
the Group determined that there were no
indicators of impairment.
personnel, observable market data and our
understanding of the industry; and
•
comparing the results from the Group’s
Competent Person regarding the reasonable
assessment of the existence of reserves for
consistency with the treatment of E&E and the
requirements of the accounting standard.
SANTANA MINERALS ANNUAL REPORT 2026106
Going concern basis of accounting
Refer to Note 1(t) to the Financial Report
The key audit matter How the matter was addressed in our audit
The Group’s use of the going concern basis of
accounting and the associated extent of
uncertainty is a key audit matter due to the high
level of judgement required by us in evaluating
the Group’s assessment of going concern and
the events or conditions that may cast
significant doubt on their ability to continue as a
going concern. These are outlined in Note 1(t).
The Directors have determined that the use of
the going concern basis of accounting is
appropriate in preparing the financial report.
Their assessment of going concern was based
on cash flow projections. The preparation of
these projections incorporated a number of
assumptions and significant judgements, and
the Directors have concluded that the range of
possible outcomes considered in arriving at
these judgements does not give rise to a
material uncertainty casting significant doubt on
the Group’s ability to continue as a going
concern.
We critically assessed the levels of uncertainty,
as it related to the Group’s ability to continue as
a going concern, within these assumptions and
judgements, focusing on the following:
•
the Group’s ability to raise additional funds
for further exploration and operational
expenditure should it be required; and
•
the Group’s planned levels of operational
and capital expenditures, and the ability of
the Group to manage cash outflows within
available funding.
In assessing this key audit matter, we involved
senior audit team members who understand
the Group’s business, industry and the
economic environment it operates in.
Our procedures included:
•
Analysing the cash flow projections by:
- Evaluating the underlying data used to
generate the projections. We specifically
looked for their consistency with other
information used by the Group and tested
by us, their consistency with the Group’s
intentions, as outlined in Directors minutes
and the Group’s market announcements
lodged with the Australian Securities
Exchange, and
our understanding of their
comparability to past practices;
- Assessing the planned levels of operating
and capital expenditures for consistency of
relationships and trends to the Group’s
historical results, results since year end,
evaluation of any committed expenditure,
and our understanding of the business,
industry and economic conditions of the
Group;
- Assessing significant forecast cash inflows
including the Group’s ability to raise
additional funds, and outflows for
feasibility, quantum and timing. We used
our knowledge of the Group, its industry
and financial position to assess the level of
associated uncertainty; and
•
Evaluating the Group’s going concern
disclosures in the financial report by comparing
them to our understanding of the matter, the
events or conditions incorporated into the cash
flow projection assessment, the Group’s plans
to address those events or conditions, and
accounting standard requirements.
Other Information
Other Information is financial and non-financial information in Santana Minerals Limited’s annual
report which is provided in addition to the Financial Report and the Auditor’s Report. The Directors
are responsible for the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other
Information. In doing so, we consider whether the Other Information is materially inconsistent with
the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
We are required to report if we conclude that there is a material misstatement of this Other
Information, and based on the work we have performed on the Other Information that we obtained
prior to the date of this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
•
preparing the Financial Report in accordance with the Corporations Act 2001, including giving
a true and fair view of the financial position and performance of the Group, and in compliance
with Australian Accounting Standards and the Corporations Regulations 2001
•
implementing necessary internal control to enable the preparation of a Financial Report in
accordance with the Corporations Act 2001, including giving a true and fair view of the
financial position and performance of the Group, and that is free from material misstatement,
whether due to fraud or error
•
assessing the Group and Company’s ability to continue as a going concern and whether the
use of the going concern basis of accounting is appropriate. This includes disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless they either intend to liquidate the Group and Company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
•
to obtain reasonable assurance about whether the Financial Report as a whole is free from
material misstatement, whether due to fraud or error; and
•
to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it
exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf.
This description forms part of our Auditor’s
Report.
SANTANA MINERALS ANNUAL REPORT 2026107
Going concern basis of accounting
Refer to Note 1(t) to the Financial Report
The key audit matter How the matter was addressed in our audit
The Group’s use of the going concern basis of
accounting and the associated extent of
uncertainty is a key audit matter due to the high
level of judgement required by us in evaluating
the Group’s assessment of going concern and
the events or conditions that may cast
significant doubt on their ability to continue as a
going concern. These are outlined in Note 1(t).
The Directors have determined that the use of
the going concern basis of accounting is
appropriate in preparing the financial report.
Their assessment of going concern was based
on cash flow projections. The preparation of
these projections incorporated a number of
assumptions and significant judgements, and
the Directors have concluded that the range of
possible outcomes considered in arriving at
these judgements does not give rise to a
material uncertainty casting significant doubt on
the Group’s ability to continue as a going
concern.
We critically assessed the levels of uncertainty,
as it related to the Group’s ability to continue as
a going concern, within these assumptions and
judgements, focusing on the following:
•
the Group’s ability to raise additional funds
for further exploration and operational
expenditure should it be required; and
•
the Group’s planned levels of operational
and capital expenditures, and the ability of
the Group to manage cash outflows within
available funding.
In assessing this key audit matter, we involved
senior audit team members who understand
the Group’s business, industry and the
economic environment it operates in.
Our procedures included:
•
Analysing the cash flow projections by:
- Evaluating the underlying data used to
generate the projections. We specifically
looked for their consistency with other
information used by the Group and tested
by us, their consistency with the Group’s
intentions, as outlined in Directors minutes
and the Group’s market announcements
lodged with the Australian Securities
Exchange, and
our understanding of their
comparability to past practices;
- Assessing the planned levels of operating
and capital expenditures for consistency of
relationships and trends to the Group’s
historical results, results since year end,
evaluation of any committed expenditure,
and our understanding of the business,
industry and economic conditions of the
Group;
- Assessing significant forecast cash inflows
including the Group’s ability to raise
additional funds, and outflows for
feasibility, quantum and timing. We used
our knowledge of the Group, its industry
and financial position to assess the level of
associated uncertainty; and
•
Evaluating the Group’s going concern
disclosures in the financial report by comparing
them to our understanding of the matter, the
events or conditions incorporated into the cash
flow projection assessment, the Group’s plans
to address those events or conditions, and
accounting standard requirements.
Other Information
Other Information is financial and non-financial information in Santana Minerals Limited’s annual
report which is provided in addition to the Financial Report and the Auditor’s Report. The Directors
are responsible for the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other
Information. In doing so, we consider whether the Other Information is materially inconsistent with
the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
We are required to report if we conclude that there is a material misstatement of this Other
Information, and based on the work we have performed on the Other Information that we obtained
prior to the date of this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
•
preparing the Financial Report in accordance with the Corporations Act 2001, including giving
a true and fair view of the financial position and performance of the Group, and in compliance
with Australian Accounting Standards and the Corporations Regulations 2001
•
implementing necessary internal control to enable the preparation of a Financial Report in
accordance with the Corporations Act 2001, including giving a true and fair view of the
financial position and performance of the Group, and that is free from material misstatement,
whether due to fraud or error
•
assessing the Group and Company’s ability to continue as a going concern and whether the
use of the going concern basis of accounting is appropriate. This includes disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless they either intend to liquidate the Group and Company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
•
to obtain reasonable assurance about whether the Financial Report as a whole is free from
material misstatement, whether due to fraud or error; and
•
to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it
exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf.
This description forms part of our Auditor’s
Report.
SANTANA MINERALS ANNUAL REPORT 2026108
Report on the Remuneration Report
Opinion
In our opinion, the Remuneration Report
of Santana Minerals Limited for the year
ended 30 June 2026 complies with
Section 300A of the Corporations Act
2001.
Directors’ responsibilities
The Directors of the Company are responsible for the
preparation and presentation of the Remuneration
Report in accordance with Section 300A of the
Corporations Act 2001.
Our responsibilities
We have audited the Remuneration Report included in
section 3 of the Directors’ Report for the year ended 30
June 2026.
Our responsibility is to express an opinion as to whether
the Remuneration Report complies in all material
respects with Section 300A of the Corporations Act
2001, based on our audit conducted in accordance with
Australian Auditing Standards.
KPMG Erin Neville-Stanley
Partner
Brisbane
29 September 2026
ADDITIONAL
INFORMATION
SANTANA MINERALS ANNUAL REPORT 2026109
Additional Information Required by the Listing Rules
as at 31 August 2026
List of the 20 Largest Shareholders
RankNameShare held
% of total
shares
1Citicorp Nominees Pty Limited132,390,51713.43
2J P Morgan Nominees Australia Pty Limited73,078,6787.41
3New Zealand Depository Nominee64,265,1996.52
4HSBC Custody Nominees (Australia) Limited30,153,1713.06
5
Lonergan Foundation Pty Ltd
<Lonergan Foundation A/C>
23,058,0002.34
6Mustang Resources Limited20,631,5142.09
7Calm Holdings Pty Ltd <Clifton Super Fund A/C>19,500,0001.98
8Sharesies Australia Nominee Pty Limited16,571,5831.68
9Goldstream Finance Limited15,929,8421.62
10
BNP Paribas Nominees Pty Ltd
<IB AU Noms Retail Client>
12,700,6991.29
11Lonway Pty Limited11,773,6001.19
12Ajava Holdings Pty Ltd11,447,5371.16
13Bell Potter Nominees Ltd <BB Nominees A/C>10,354,6001.05
14John Grant Sinclair10,100,0001.02
15L&M Group Limited10,000,0001.01
16
Donald Ian White & Ross Daniel Moore
<Rosco Family>
9,633,7860.98
17All-States Finance Pty Limited9,600,0000.97
18Mr Nils Bischoff9,290,0000.94
19BNP Paribas Noms Pty Ltd6,828,6180.69
20Chester Nominees WA Pty Ltd6,550,0000.66
Total of top 20 shareholders503,857,34451.11%
Balance of register481,903,21948.89%
Total shareholders985,760,563100.00%
SANTANA MINERALS ANNUAL REPORT 2026110
Distribution of Shareholders' Holdings
Details of Unlisted Options
Details of Unlisted Performance Rights
Unlisted Option Distribution
Ordinary shares held
Number of
shareholders
Number of
shares
100,001 and over727886,395,363
10,001 – 100,0002,40886,769,454
5,001 – 10,0009627,581,155
1,001 – 5,0001,6494,566,989
1 – 1,000747447,602
TOTAL 6,493985,760,563
Unmarketable Parcels465228,119
DetailsNumber of holdersNumber
11 December 2026 (exercisable at $0.3125)2409,038
23 October 2026 (exercisable at $0.2223)
1
14,500,000
DetailsNumber of holdersNumber
31 December 202651,035,000
31 December 20274520,000
Unlisted Options HeldNumber of holdersNumber of Options
100,001 and over24,839,807
10,001 – 100,000169,231
5,001 – 10,000--
1,001 – 5,000--
1 – 1,000--
TOTAL34,909,038
1. Held by Ajava Holdings Pty Ltd, holder of more than 20% of the class of equity securities.
SANTANA MINERALS ANNUAL REPORT 2026111
Unlisted Performance Rights Distribution
Contact details
ExchangeASX NZX
RegistryMUFG Corporate MarketsMUFG Corporate Markets
Address
Level 41, 161 Castlereagh Street,
Sydney NSW 2000
Level 30, PwC Tower, 15 Customs
Street, Auckland 1010
Postal
Locked Bag A14
Sydney South NSW 1235
PO Box 91976 Auckland
Auckland 1142
Telephone1300 554 474+64 9 375 5998
Facsimile+61 2 9287 0309+64 9 375 5990
Email
support@cm.mpms.mufg.comenquiries.nz@cm.mpms.mufg.com
Website
www.mpms.mufg.comwww.mpms.mufg.com
Performance Rights HeldNumber of holders
Number of
Performance Rights
100,001 and over1360,000
10,001 – 100,00081,195,000
5,001 – 10,000--
1,001 – 5,000--
1 – 1,000--
TOTAL91,555,000
Shareholding Information
Enquiries
Shareholders with enquiries about any aspect
of their shareholding should contact the
Company’s Share Registry as follows:
Voting rights
All ordinary shares carry one vote per share without
restriction. Options and Performance Rights do not
carry voting rights.
Restricted securities
There are no restricted securities on issue.
On-market buy back
There is no current on-market buy-back in place.
SANTANA MINERALS ANNUAL REPORT 2026112
Electronic announcements
and reports
Shareholders, who wish to receive
announcements made to the ASX or NZX as
well as electronic copies of the Annual Report
and Half Year Report, are invited to provide
their email address to the Company. This can
be done by writing to the Company Secretary
or via the Company’s website.
Change of name/address
Shareholders should advise the share registry
promptly of any change of name and/or
address so that correspondence with them
does not go astray. All such changes must be
advised in writing and cannot be accepted by
telephone. Forms can be found on the Share
Registry website or obtained by contacting the
Share Registry.
Shareholders who hold their shares via a
broker should instruct their sponsoring broker
in writing to notify the Share Registry of any
change of name and/or address.
In the case of a name change, the written
advice must be supported by
documentary evidence.
Consolidation of shareholdings
Shareholders who wish to consolidate their
separate shareholdings into one account
should write to the Share Registry or their
sponsoring broker, whichever is applicable.
Stock exchange listing
The Company’s shares are listed on the ASX
and NZX (ASX/NZX: SMI).
SANTANA MINERALS ANNUAL REPORT 2026113
Corporate
Directory
Corporate directory
Australian Business Number37 161 946 989
Directors
Peter Cook, Non-Executive Chairman
Emma Scotney, Non-Executive Director
Damian Spring, Chief Executive Officer and Executive Director
Sam Smith, Executive Director and CDO
Corporate SecretaryCraig McPherson
Registered OfficeLevel 1, 371 Queen Street, Brisbane QLD 4000
Phone+61 7 3221 7501
Emailadmin@santanaminerals.com
Websitewww.santanaminerals.com
Postal AddressP O Box 1305, Brisbane QLD 4001
Auditors
KPMG
Level 11, Heritage Lanes, 80 Ann Street, Brisbane QLD 4000
Australia
ASX/NZX CodeSMI
Share Registrars
Australia, MUFG Corporate Markets
Level 41, 161 Castlereagh Street, Sydney NSW 2000
New Zealand, MUFG Corporate Markets
Level 30, 15 Customs Street, Auckland 1010
Home Exchange
Australian Securities Exchange
Level 8, Exchange Plaza, 2 The Esplanade, Perth WA 6000
New Zealand Exchange
NZX Limited
Level 15, 45 Queen Street, Auckland 1010 New Zealand
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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