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.”
When was it filed?
29 September 2026
Where is the original?
NZX announcement
Santana Minerals Ltd logo

Annual Report to shareholders

Annual Report29 September 2026SMIMaterials

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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