What did Manuka Resources Limited announce?

Manuka Resources Limited (NZX: MKR) filed “June 2026 Annual Report” with NZX on 30 September 2026, as a half year results announcement.

From the announcement:“We recapitalised the balance sheet, rebuilt the Wonawinta workforce from five people during care and maintenance to a team of over 80 today, refurbished and re-commissioned the processing plant, declared a maiden Ore Reserve at Mt Boppy, listed on the NZX Main Board and secured funding to bring silver and gold back into production.”
When was it filed?
30 September 2026
Where is the original?
NZX announcement
Manuka Resources Limited logo

June 2026 Annual Report

Half Year Results30 September 2026MKRMaterials

Annual Report
For the year ended 30 June 2026

Manuka Resources Ltd

ABN 80 611 963 225

Manuka Resources Ltd
For the year ended 30 June 2026



CORPORATE DIRECTORY

Directors

Dennis Karp – Executive Chairman

Alan J Eggers – Executive Director

John Seton – Non-Executive Director


Key Management

Haydn Lynch – Chief Operating Officer

Rodney Griffith – Executive GM

Operations


Company Secretary

Eryn Kestel


Registered Office

Level 4, Grafton Bond Building

201 Kent Street

Sydney NSW 2000


www.manukaresources.com.au

Lawyers

K&L Gates

Level 31, 1 O’Connell Street

Sydney NSW 2000


Auditor

RSM Australia Partners

Level 7, 1 Martin Place

Sydney NSW 2000


Share Registry

Automic Group Pty Ltd

Level 5, 126 Phillip Street

Sydney NSW 2000


Stock Exchange Listing

Manuka Resources Limited shares (Code:

MKR) are listed on the Australian

Securities Exchange and the New Zealand

Stock Exchange.


Manuka Resources Ltd
For the year ended 30 June 2026



Contents

Page

Executive Chairman’s Report 1

Review of Operations 2

Mineral Resources and Ore Reserves Statement 19

Directors’ Report 24

Auditor’s Independence Declaration 38

Consolidated Statement of Profit or Loss and Other Comprehensive Income 39

Consolidated Statement of Financial Position 40

Consolidated Statement of Changes in Equity 42

Consolidated Statement of Cash Flows 43

Notes to the Financial Statements 44

Consolidated Entity Disclosure Statement 84

Directors’ Declaration 85

Independent Auditor’s Report 86

ASX Additional Information 90


Manuka Resources Ltd
For the year ended 30 June 2026




Page 1


Executive Chairman’s Report

Dear Shareholders,

FY26 was the most consequential year in Manuka’s brief history. It was the year we progressed the

Wonawinta restart story on a number of fronts, all of which have contributed to the commencement

of production (as at time of writing). We recapitalised the balance sheet, rebuilt the Wonawinta

workforce from five people during care and maintenance to a team of over 80 today, refurbished and

re-commissioned the processing plant, declared a maiden Ore Reserve at Mt Boppy, listed on the NZX

Main Board and secured funding to bring silver and gold back into production. We also had a draft

decision issued to decline our Fast-track environmental consents application in Taranaki in February

2026 and withdrew the application. The company can reapply for the consents and is assessing its

options to progress the project to development. Manuka enters FY27 in a far stronger position than it

has been for several years.

FY26 Highlights

• Maiden Probable Ore Reserve at Mt Boppy: 290,000t at 4.2g/t gold for 39,000oz (July 2025).

• A$8.0m entitlement offer (Jul–Aug 2025) and A$15.0m institutional placement (Oct 2025)

funded the Wonawinta restart.

• Dual listing on the NZX Main Board effective 29 September 2025.

• US$30m senior debt facility with Nebari Natural Resources Credit Fund II, fully drawn by 29 June

2026.

• Binding Letter of Intent with Macmahon Holdings for open-pit mining services at Wonawinta.

• Wonawinta plant refurbishment (>1.0Mtpa capacity); and new crushing and deslime circuits

ordered; 50,000+ tonnes of Mt Boppy gold ore stockpiled.

• Taranaki VTM fast-track marine consent application withdrawn in February 2026 after draft

panel decision to decline; 100% ownership and the right to reapply retained.

Cobar Basin: From Care and Maintenance to Production

The year’s centrepiece was restarting our wholly owned Wonawinta processing plant and the Mt

Boppy gold project operations in NSW. The feed for the plant will initially come from the gold bearing

rock and waste dumps at Mt Boppy which are expected to generate early cash flows while we await

completion of the Wonawinta deslime silver circuit. The maiden Mt Boppy Reserve, declared in July

2025, added materially to project value, and from April 2026 Mt Boppy gold ore has been hauled to

Wonawinta for stockpiling ahead of the commencement of processing which occurred in late August

2026. A Letter of Intent with Macmahon Holdings was executed in March 2026 for the provision of

mining services for open cut activities at Wonawinta. We also completed an exploration drill program

at our Pipeline Ridge Gold Project located on EL5842, which is fast becoming a new low-capex gold

target just 28km south of Mt Boppy. The release of a maiden resource is targeted for later in 2026.

Subsequent to year end, the Wonawinta Reserve grew a further 28% to 12.8 million ounces of silver.

Financing the Restart

None of this was possible without a substantial rebuild of the balance sheet. FY26 raisings comprised

the A$8.0m entitlement offer, the A$15.0m October placement, and the US$30m Nebari facility, fully

Manuka Resources Ltd
For the year ended 30 June 2026


Executive Chairman’s Report (cont’d)


Page 1


drawn by 29 June 2026, which refinanced legacy debt and funded the restart capital. At the 30 June

2026, the Company held cash of approximately A$7.8m against borrowings of approximately A$38.2m,

reflecting the capital-intensive final stage of the restart; a further A$14.5m placement was announced

after year end to complete the silver circuit. Full details are set out in the accompanying financial

statements.

Taranaki VTM Project

Our NZ subsidiary Trans-Tasman Resources progressed a Fast-track marine consent application

through 2025, but on 4 February 2026 the expert panel issued a draft decision that it was not satisfied

the project could proceed due to uncertainties around the environmental and cultural impacts. Rather

than await formal refusal, the application was withdrawn on the 19 February 2026. This is a

disappointing outcome for a project we believe holds real economic significance and where the

impacts are well understood and managed. We retain 100% ownership and as a listed substantive

project in Schedule 2 of the Fast-track Approvals Act 2024, TTR has the right to reapply for its

environmental consents under the Fast-track approvals process.

While the Company’s immediate operational priority is the restart of precious metals production from

Wonawinta and Mt Boppy, Taranaki remains a substantial longer-term asset within Manuka’s broader

portfolio, providing potential exposure to iron ore, vanadium and titanium.


The Company will continue to assess the most appropriate regulatory and commercial pathway for the

Project, while ensuring that near-term capital, management attention and operational execution

remain focused on the Cobar Basin restart.

Outlook

Gold processing revenue is expected to commence by the end of September 2026, while

commissioning of the crushing and silver deslime circuits—marking the start of silver production—is

targeted for later in December/January. Our reserve base has grown further since year end, and the

exceptional Pipeline Ridge exploration drilling results announced to the ASX on 10 September 2026

support our expectation that the project will contribute to our gold feed in the years ahead.

On behalf of the Board, I would like to thank our shareholders, financiers, employees, contractors and

host communities for their support through a transformational year and look forward to reporting

Manuka’s first full year back in production.

Yours faithfully,






Dennis Karp

Executive Chairman

Manuka Resources Limited

30 September 2026


Manuka Resources Ltd
For the year ended 30 June 2026



Page 2


Review of Operations

COMPANY PROFILE AND OPERATIONAL OVERVIEW

Manuka Resources Ltd (“Manuka” or “the Company”) owns the Mt Boppy Gold and Wonawinta Silver Mines

within 2 separate tenement packages in the Cobar basin, western NSW. It also owns the Wonawinta

Metallurgical Plant that has been used for a combination of gold production (Mt Boppy open pit April 2020-

Nov 2021; Mt Boppy stockpile and dump retreatment May – Dec 2023) as well as silver production from

metallurgical test work trials on Wonawinta stockpiles between May and October 2022. The purpose of the

silver trial project was to optimise the metallurgical process to be used for the recovery of Wonawinta silver

from the ore sources comprising the mining licence, as well as increasing the plant capacity. Both objectives

were realised, and the project was brought to an earlier close than originally planned due to factors beyond

our control.


During the financial period, on the back of improved gold and silver metal prices, the Company has progressed

the reopening both the Wonawinta silver and the Mt Boppy gold mines, with centralising ore processing at

the Wonawinta metallurgical plant. To this end, Ore Reserve estimations, inclusive of open pit optimisation

and updated Capital and Operating estimates, have been completed and have provided the basis for

recapitalising the Company and turning these assets to account.


Exploration activities began again during the second half of the period, with drilling programmes completed

at Mt Boppy and Pipeline Ridge. There has been a major shift in operational focus, to getting the Wonawinta

metallurgical plant operational for gold production, as well as initiating the plant deslime circuit upgrades for

silver production later in 2026.


A second phase of sonic drilling evaluation of the Mt Boppy waste dump was completed and will shore up

surface stockpile and dump resources to be crushed, screened and hauled to Wonawinta for processing. The

Pipeline Ridge drilling is underpinning the potential development of another small gold resource to augment

Wonawinta production. Mineral resource conversion drilling on the strike extensions of Wonawinta silver

mineralisation is planned for the near future.


The Company’s wholly owned subsidiary, TTR in New Zealand, advanced its Fast-track approvals application

for its environmental consents to operate during the year. TTR’s Taranaki VTM Project hosts a significant

shallow offshore iron sands mineral resource with vanadium and titanium critical mineral credits in the South

Taranaki Bight (STB) of New Zealand. The Project is at the Bankable Feasibility Study (BFS) stage, has a granted

Mining Permit and has been accepted as a priority development project in Schedule 2 under NZ’s ‘Fast-track

Approvals Act 2024 consenting legislation for its final approvals to operate. Final government approvals for

the project will trigger commencement of final detailed engineering and capital costings. Once developed the

TTR project would be a major export earner for New Zealand and a significant employer in the local community

producing bulk iron ore concentrates with significant vanadium and titanium credits.


BACKGROUND

Manuka is an Australian mining and exploration company located in the Cobar Basin, central west New South

Wales. It is the 100% owner of two fully permitted mining projects, one gold and one silver, both within the

Cobar Basin as well as a world class pre-development vanadium rich iron sands project situated in the South

Taranaki Bight of New Zealand. Included in the asset portfolio is the following:

The Mt Boppy Gold mine and neighbouring tenements

Stockpile screening operations at the Mt Boppy project were re-started in April 2026, enabling a build-up of

Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)

Page 3


material at the Wonawinta Plant for processing Q3 2026 and for blending with silver ore when silver

production commences at Wonawinta, scheduled for December 2026/January 2027. Ore Reserve estimations

were completed during the year on the Mt Boppy open pit and the surface stockpile and screened dump

material.

The Wonawinta silver project, with mine, processing plant and neighbouring tenements

The Wonawinta processing plant recommenced silver production in March 2022 in the form of a trial operation

on existing silver oxide stockpiles. This trial ceased around eight months later, and the results were used for

mine planning for the opening up of new pits on the mining lease and potential re-entry into existing pits. The

sustained gains in the silver price over the last 12 months and positive mineral economics have underpinned

the viability of reopening the mine. Currently the frontend deslime circuit of the metallurgical plant has been

fabricated, with site construction and commissioning scheduled for the period October to December 2026.

The Company maintains an extensive exploration portfolio around the Wonawinta infrastructure. Phased

exploration programmes have been designed to progress evaluation of several highly prospective Au and Ag-

Cu-Pb-Zn exploration targets.

The Taranaki VTM Project, South Taranaki Bight, New Zealand

Completion of the BFS on the Taranaki VTM (vanadiferous titanomagnetite) Iron Sands Project requires the

approval of marine and discharge consents to operate. The application for these consents under the New

Zealand government’s Fast-track Approvals Act 2024 in 2025, was withdrawn following a draft decision to

decline the consents in February 2026. The Company can reapply for the consents under the Fast-track

approvals process and is now assessing its options to secure the approvals.

The Taranaki VTM Project in New Zealand is a significant long-term strategic asset within Manuka’s portfolio

of resource projects.


THE MT BOPPY GOLD PROJECT

Operations

Manuka’s first phase of open pit production at Mt Boppy finished in early 2022

1

. No mining or material

movement operations were conducted after that date until Q2 of CY2023 when bulk sampling of previously

classified barren overburden material was conducted. The screened product was processed at Wonawinta

between May and December 2023. The operation was placed on Care and Maintenance at this juncture and

more Sonic evaluation, and metallurgical test work was undertaken to assess the viability of capitalising a

metallurgical facility at Mt Boppy.

During 2025-2026 the Company undertook further sonic drilling on the Mt Boppy Main waste dump

augmenting previous evaluation. Processing of remnant +22mm stockpiles and selected areas of the waste

dump started in April 2026. This screened product is hauled to the Wonawinta metallurgical plant for

processing. To 30 June 2026, 30,139t of -15mm screened material had been produced.

The Mt Boppy dump project dovetails with the planned future dewatering and pushback of the Mt Boppy open

pit, which has been re-designed and optimised on the back of the sustained gold price.

The company is forecasting a project term of approximately four to five years based on the treatment of circa

20kt/month of Mt Boppy gold ore through the Wonawinta processing facility as an incremental to the

Wonawinta silver production.



1

ASX release 8 March 2022

Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 4


Regional Geology

Mt Boppy is hosted within Devonian-age (circa 420-390Myr) sedimentary and volcanic rocks of the Canbelego-

Mineral Hill Rift Zone. Mineralisation occurs largely in brecciated and silicified fine-grained sediments of the

Baledmund Formation, within and adjacent to a faulted contact with older Girilambone Group sedimentary

rocks. Lodes strike approximately north south and dip steeply west, although the widest zone of mineralisation

is related to slightly shallower dips. Gold mineralisation is fine-grained and commonly associated with coarse

grained iron rich sphalerite. Section 7.2 of the Independent Technical Report discusses the local geology of the

project area

2

.

Tenements

The Mt Boppy Gold Project (which comprises three granted mining leases, four gold leases, and one

exploration licence (together cover an area in excess of approximately 210 km2)) is located approximately 46

km east of Cobar, on the eastern side of the Cobar Basin. The Company owns (via its wholly owned subsidiary,

Mt Boppy Resources P/L) 100% of the below exploration, gold and mining leases.

Table 1 – Tenements Mt Boppy






2

See Prospectus dated 22 May 2020, ASX release 10 July 2020

Lease Grant Date Expiry Date Area Units Mineral Groups Next

Report

Due

Reporting

Period

EL5842 19/04/2001 19/05/2031 70 Units Group 1 19 May 19 Apr to 18 Apr

GL3255 20/05/1926 20/05/2033 8.281 Ha Au 12 Jan 13 Dec to 12

Dec

GL5836 15/06/1965 15/06/2033 6.045 Ha Au 12 Jan 13 Dec to 12

Dec

GL5848 15/02/1968 15/06/2033 8.625 Ha Au 12 Jan 13 Dec to 12

Dec

GL5898 21/06/1972 12/12/2033 7.512 Ha Au, Ag 12 Jan 13 Dec to 12

Dec

ML1681 12/12/2012 12/12/2033 188.1 Ha Au, Ag, Pb, Zn 12 Jan 13 Dec to 12

Dec

ML311 8/12/1976 12/12/2033 10.117 Ha Au 12 Jan 13 Dec to 12

Dec

MPL240 17/01/1986 12/12/2033 17.8 Ha Nil 12 Jan 13 Dec to 12

Dec

Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 5



Figure 1 - Tenements - Mt Boppy Gold Project


THE WONAWINTA SILVER PROJECT

The Company has title to the pastoral lease for “Manuka”, which holds the Wonawinta Silver Project. The

Manuka pastoral lease is connected to the low voltage rural power network and contains useful infrastructure

namely a homestead, internet satellite connection and an airstrip.

Operations

Following the FY23 silver-oxide trial and an extended period of care and maintenance, FY26 was the year the

Wonawinta restart moved from planning into execution. The front-end deslime circuit for the Wonawinta

metallurgical plant was fabricated during the year, increasing processing capacity to over 1.0Mtpa, with new

crushing and deslime circuits ordered and site construction and commissgioning targeted for October to

December 2026. Recommissioning of the plant progressed through the second half of FY26, supported by a

rebuild of the Wonawinta workforce from five people on care and maintenance to a team of over 80. Gold

processing revenue is expected to commence by the end of September 2026, with commissioning of the

crushing and silver deslime circuits — marking the start of silver production — targeted for later in the

December 2026/January 2027 quarter. Subsequent to year end, an updated mining study increased the

Wonawinta Probable Ore Reserve by 28% to 7.9Mt at 50.4g/t Ag for 12.8 million ounces of contained silver,

providing further confidence in the restart.

Regional Geology

The Cobar Basin is located in central-west New South Wales, approximately 700 km north-west of Sydney. It

is a complex metallogenic system containing numerous mineral deposits. “Cobar-style” mineral deposits

comprise a unique class of large and commonly high-grade base and precious metal deposits hosted by marine

sediments. They typically have great vertical extent but only a small surface footprint.





Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 6


Tenements

The Company directly owns 100% of the interests in the Tenements detailed in Table 2:


Table 2: Tenements Wonawinta



Lease Grant Date Expiry Date Area Units Mineral

Groups

Next Report Due Reporting Period

EL6155 17/11/2003 17/11/2026 5 Group 1 17 December 17/11 to 16/11

EL6302 23/09/2004 23/09/2026 96 Group 1 23 October 23/09 to 22/09

EL6482 18/11/2005 18/11/2026 92 Group 1 18 December 18/11 to 17/11

EL6623 31/08/2006 31/08/2026 9 Group 1 1 October 31/08 to 30/08

EL7345 25/05/2009 25/05/2028 59 Group 1 25 June 25/05 to 24/05

EL7515 7/04/2010 7/04/2027 5 Group 1 07 May 07/04 to 06/04

EL8498 10/01/2017 10/01/2029 38 Group 1 10 February 10/01 to 09/01

ML1659 23/11/2011 23/11/2032 923.8 Ha Cu, Au, Pb,

Ag, Zn

Annual Geoscientific

Report 23 December


Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 7



Figure 2 - Tenements of the Wonawinta Silver Project

Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 8



(Figure 3 – Existing mine infrastructure with mineral resource outline in ML 1659)


STRATEGY AND DEVELOPMENT PLANS

During FY26 the Company continued to advance the Mt Boppy waste rock dump and tailings opportunity

toward production, building on the FY23–FY24 bulk sampling and sonic drilling programme referenced above.

Screening of remnant +22mm stockpiles and selected waste dump areas resumed in April 2026, with the

screened -15mm product hauled to the Wonawinta metallurgical plant for processing; a total of 30,139t of -

15mm screened material had been produced by 30 June 2026. The Company has released an updated Mineral

Resource Estimate (MRE) over the rock dump, tailings, Mt Boppy ROM and Mt Boppy Main waste dump areas,

and current evaluation supports a four to five year operating life treating circa 20kt/month of Mt Boppy ore

through the Wonawinta plant, incremental to ongoing Wonawinta silver production.

Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 9


The Company also continues to evaluate proximal and near-term silver and base metals processing

opportunities at Wonawinta, including potential reconfiguration of the existing flowsheet to process sulphide

ore through a flotation circuit, and continues to evaluate a second phase of open-cut mining at the Mt Boppy

open pit (Figure 4), with deeper extensions to be tested by RC and diamond drilling.

The Mt Boppy gold mine (existing open pit) is also undergoing evaluation for a second phase of open cut

mining to extract the current in pit gold resource. This would involve a phased cut back on the western wall of

the current pit (Figure 4). Deeper extensions are to be tested by RC and diamond drilling proximal to the pit

and along strike to the south.


Figure 4: Mt Boppy current infrastructure and planned mine development

Exploration Strategy and Overview of Activities

The Company’s exploration strategy to date has focussed on near mine targets at both Mt Boppy and

Wonawinta to develop resources close to existing operations. The Strategic Review completed during January

2023 continued to be advanced during 2025-2026 and enables ranking of gold and base metal targets with the

emphasis on turning to account (Figure 5). Specifically, the Company now understands the benefits of fully

utilising the Wonawinta CIL metallurgical facility. To this end the sustained higher gold price (~$A6,000-

6,400/Au oz) provides the opportunity to profitably augment Wonawinta silver production with incremental

gold ore from Mt Boppy and potentially Pipeline Ridge (under evaluation).

EXPLORATION ACTIVITIES

MKR controls nine Exploration Licences and seven Mining Licences in the Cobar district, west NSW (Figure 5),

which constitute the Cobar Basin Project.

Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 10



Figure 5: Locality of Cobar Basin Wonawinta and Mt Boppy mining and exploration projects


Figure 6 shows the Cobar Basin Exploration project pipeline, with the current priority exploration targets of

interest

.


Figure 6: Cobar Basin Resource Triangle and Exploration project pipeline (as at 30 June 2026)


During 2026 exploration activities continued with a focus on the Mt Boppy and Pipeline Ridge projects on

EL5842 (Figure 7), as well as initiation of prospectivity analyses covering terrain proximal to the Mt Boppy and

Wonawinta mine sites.

Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 11



Figure 7: Locality of Mt Boppy and Pipeline Ridge projects


In related development work at the Wonawinta Mine, 13 vertical PQ3 diamond core boreholes totalling 553m

were completed for confirmatory metallurgical testwork on the first 18 months of planned silver production.


The Mt Boppy main rock waste dump was further evaluated for gold, with a second phase of sonic drilling

completed during the March quarter which involved 49 sonic drillholes for 619 m targeting zones planned to

be mined during 2026–2027.


Exploration drilling programmes planned during Q1 and Q2 were initiated at the Mt Boppy South Extension

targets during December 2025. The programme comprised 3 RC pre-collar scout boreholes with orientated

diamond tails testing conceptual Mt Boppy extension targets (“Boppy Deeps”), which were completed during

March 2026 (Figure 8).

Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 12



Figure 8: Mt Boppy South Extension Scout drill hole collars on geology and structure


Key takeaways from the Mt Boppy South Extension work were:

• only limited development of “Boppy-style” brecciated zones was encountered;

• mineralised quartz breccia at the southern end of the current open pit appears truncated by a NW-SE

structure that may connect to the Boppy South deposit; and

• the western bounding fault is now interpreted to have been reactivated and to truncate/displace the

main Mt Boppy orebody on the west side.

Although no significant high-grade gold zones were intersected in this drilling phase, the programme

materially improved geological understanding and targeting confidence for follow-up drilling.

Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 13


The Pipeline Ridge target was discovered in 1976 by Mining Exploration Proprietary Ltd (MEPL) through a

combination of auger/RAB/Airtrac drilling Pb-Zn geochemistry and a follow-up Induced Polarisation

geophysical survey. Subsequently, between 1982 and 2012 over 13,000m of drilling has been completed (Table

3).


Table 3: Historic drilling programmes at Pipeline Ridge

CompanyDate

Typ e of

Drilling

No

Drillholes

Tot a l

Met res

Golden Cross1982Percussion161,518

Homest ake1984RAB33448

Golden Cross1987DD82,347

CPMS1987AirCore231,105

Golden Cross1996RC692,891

Golden Cross1997DD71,199

Golden Cross1998RC19980

Golden Cross2006RC6369

Polymet als2011DD4751

Polymet als2012DD101,630

RAB AC PC723,071

RC944,240

DD295,926

19513,237



The 2026 drilling programme at Pipeline Ridge has been designed to evaluate a shallow gold open pit as

indicated by historic drilling and included 56 RC “heel-toe” boreholes to a maximum depth of 70m, totalling

3,134m, plus 4 PQ3 diamond core holes for metallurgical testwork. The initial exploration target is between

187,000 to 365,000 tonnes grading 1.1g/t to 1.5g/t gold. The reader should note that this target is based on

an assessment of only historic drilling results and the potential quantity and grade is still conceptual in nature,

and that to date there has been insufficient exploration to estimate a Mineral Resource and that it is uncertain

if further exploration will result in the estimation of a Mineral Resource.

The MKR RC programme commenced on 24 April 2026, and drilling was completed on 16 May 2026. The

diamond drilling for metallurgical testwork is still to be completed. Combined with historical drilling, the

current infill and cover RC drilling density is anticipated to provide support for a maiden Mineral Resource

Estimate, which is currently in progress. Notable assays received post year end (NB: not representative of all

mineralised zones) are shown in Table 4.















Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 14


Table 4: Pipeline Ridge Phase 1 selected (not representative of whole deposit) gold assay intersections



Figure 9 shows the collars and gold intersection content (Au g/t*m) for the current RC programme.

Mineralisation is open at depth and along strike north and south.



Figure 9: MKR 2026 RC collars with Au g/t * m intersection contents

Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 15


The current geological interpretation for Pipeline Ridge supports 2-3 phases of hydrothermal fluid expulsion

from seafloor exhalative activity realising Cu-Pb-Zn mineralisation with a later cross cutting structurally

controlled brecciation zone hosting gold mineralisation. A schematic section (after McGregor 2013) is shown

in Figure 10.




Figure 10: Schematic cross section of Pipeline Ridge geological setting and historic drill

intersections (after McGregor 2013) with current evaluation drilling area.


McGregor, A J., Mineralisation of Pipeline Ridge, Cobar, NSW - Style and genesis, BSc (Honours), School of Earth & Environmental

Sciences, University of Wollongong, 2013.






Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 16




Future exploration work during 2026-2027 is planned to include

• completion of an initial Mineral Resource Estimate for Pipeline Ridge;

• completion of the Pipeline Ridge metallurgical diamond drillholes;

• completion of a second phase of RC and Diamond drilling testing Pipeline Ridge along strike and

down dip to 100-150m below surface (historical diamond drillholes indicate the mineralisation

extends over 200m below surface);

• two diamond drillholes testing high grade breccia zones of the Mt Boppy ore zone;

• a phased RC / DD programme testing shallow satellite targets and shafts at Mt Boppy in the 0–150 m

depth range;

• initiation of field validation of the McKinnons hydrothermal gold model;

• continued prospectivity analyses including evaluation of historic drilling, alteration patterns and

structural interpretations.

Initial exploration targets are currently aiming to delineate 30–40 koz of shallow, open pit gold

mineralisation.


TARANAKI VTM PROJECT

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

Located offshore in the South Taranaki Bight (STB), within New Zealand’s Coastal Management Area (CMA)

and Exclusive Economic Zone (EEZ), the project comprises a 3.2Bt vanadiferous titanomagnetite (VTM) iron

ore resource


at 10.17% Fe

2

O

3

, 0.05% V

2

O

5

(containing 1.6Mt V

2

O

5

) and 1.03% TiO

2

(Table 2)

6

, ranking it as one

of the largest drilled vanadium projects globally. Indicated Resources comprise 65.7% of the total Resources

with the balance being Inferred.


Table 5: Taranaki VTM Iron Sands Project Mineral Resource

Resource Bt Fe

2

O

3

(%) TiO

2

(%) V

2

O

5

(%)

Indicated 2.1 10.45 1.06 0.05

Inferred 1.1 9.64 0.99 0.04

Total 3.2 10.17 1.03 0.05

6

ASX Announcement 1 March 2023 Taranaki VTM Project Mineral Resource Statement


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

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

0.5%V

2

O

5

and 8.5%TiO

2

. TTR’s adjoining mineral exploration permit, MEP54068 inside the 12Nm limit within

the CMA, contains a reported additional 1.29Bt VTM iron sands resource.


On 26 March 2025 Manuka release the 2025 Pre-feasibility Study (PFS)

3

and the NZIER Economic Impact

Assessment (EIA)

4

on 2 April 2025 for the Project.

The PFS and EIA outlined a robust economic business case underpinned by a 3.2Bt Mineral Resource (Table 5)

highlighted by operating costs of US$27.20/tonne concentrate, average annual EBITDA of US$312M over a 20-


3

ASX Announcement 26 March 2025: Taranaki VTM Project Delivers Extremely Robust Pre-Feasibility Economics.

4

ASX Announcement 2 April 2025: Economic Impact Assessment Confirms the National Significance of the Taranaki VTM Project.

Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 17


year initial mine life and a post-tax NPV

10

of US$1.26B with an IRR of 39% based on an initial capital investment

of US$602M (NZ$1B) including US$84.4M contingency.

Based on these figures, the Project is forecast to:

• Increase New Zealand’s annual GDP by NZ$265 million, create an estimated 1,635 new high value jobs

across the economy with 1,123 being in the Taranaki Whanganui region;

• Generate total export earnings of NZ$854 million per annum (NZ$658 million Iron Ore and NZ$196 million

vanadium pentoxide (V

2

O

5

)) and be one of New Zealand’s top 12 principal export earners; and

• Pay royalties of between NZ$36 million and NZ$54 million and contribute NZ$91 million and NZ$136

million corporate tax per annum to the New Zealand Government.

Importantly, the Project will deliver substantial benefits to the Taranaki and Whanganui regions with over 300

new full-time local jobs and NZ$238M per annum expenditure injected into the local economy boosting

Taranaki’s GDP by NZ$222 million.

The Project is one of national significance for New Zealand whose stated objective is to double mineral export

earnings from NZ$1.5B in 2025 to NZ$3B per annum over the next decade. The Taranaki VTM Project is

forecast to generate NZ$854M in export revenue per annum representing over 50% of the targeted increase.

TTR’s Taranaki VTM Project is listed in Schedule 2 of the New Zealand Fast-track Approvals Act 2024 (Fast-

track Act) to be considered by an expert panel for final environmental approvals to develop. Schedule 2

projects, including TTR’s, are considered to meet the Fast-track Act’s purpose including being projects of

regional or national significance.

New Zealand released its Critical Mineral list, the Minerals Strategy for New Zealand 2040 (in 2025) and the

GNS Report on the country’s potential economic mineral deposits (in 2024) that include vanadium and

titanium minerals and the offshore Taranaki VTM iron sands deposits in the STB controlled 100% by TTR. The

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

mineral resources in New Zealand.

TTR submitted its Fast-track Approvals (FTA) application in April 2025

5

for consideration by an expert panel,

to consider the approval of the Marine and Discharge Consents and apply any relevant operating conditions.

The application FTAA-2504-1048 included the new pre-feasibility study (PFS), new JORC mineral resource

statement, metallurgical work on the recovery of critical minerals vanadium and titanium, a 2025 economic

impact assessment by NZIER, updated information assessing the project’s effects on marine mammals, sea

birds and the sediment plume created from returning de-ored iron sands to the seafloor.

Fast-track approval is subject to compliance with the EEZ Act that includes comprehensive environmental

safeguards to protect the STB environment and is not a shortcut to avoid environmental best practice and

compliance. TTR’s application included 109 operating conditions and a set of comprehensive management

plans to ensure there are no adverse effects on the marine environment.


A five member panel was appointed on 25 August 2025 to assess TTR’s Fast-track application and given around

100 work days to decide if the company should be granted the consents it sought under Fast-track Act with

the panel decision due by 18 March 2026. A draft decision to decline the consents was issued by the expert

panel on 5 February 2026 and TTR subsequently withdrew its Fast-track approvals application on 19 February

2026.


The Company retains the view that the Taranaki VTM Project is environmentally benign, will be a strong

initiator of regional employment and will provide a huge economic boost in the Taranaki and Whanganui


5

ASX Announcement 16 April 2025: Manuka subsidiary Trans-Tasman Resources Limited Lodges Fast Track Application for its Taranaki VTM Project.

Manuka Resources Ltd
For the year ended 30 June 2026


Review of Operations (cont’d)


Page 18


regions specifically, as well as flow-on benefits for all of New Zealand. It will make a significant contribution to

the government’s aim to double minerals exports to $3 billion by 2035.


The Company can reapply under the Fast-track approvals process and is now assessing its options to secure

the required environmental approvals, community and government support and determine to optimal

development strategy for the VTM Project.

The Company will continue to monitor developments in New Zealand’s regulatory environment and evaluate

opportunities to progress the Taranaki iron sands project, and its critical minerals potential, as permitting

pathways, market conditions and regulatory opportunities evolve, while preserving the project’s long-term

strategic value for shareholders.

Manuka Resources Ltd
For the year ended 30 June 2026



Page 19


Resources and Ore Reserves Statement

Total Measured, Indicated, and Inferred Resources at the 30 June 2026 were 2.64M tonnes @ 1.35g/t Au

containing 114Koz Au, and 49.3 M tonnes @ 39.5 g/t Ag containing 63 Moz Ag (Table 6). Silver mineral

resources were reviewed in April 2025 as part of the Ore Reserve estimation process, and no changes were

made during 2026. Gold mineral resources have remained static other than minor depletion from Mt Boppy

stockpile mining.


Table 6: Summary Mineral Resources as of 30 June 2025 and 30 June 2026


There were no significant changes announced to Mineral Resources during the year.

Details of the various silver and gold ore sources supporting the Mineral Resource estimations are shown

below.

Manuka Resources Ltd
For the year ended 30 June 2026


Resources and Ore Statement (cont’d)


Page 20


Table 7: Mt Boppy Mineral Resource estimation by ore source and type 30 June 2026



Wonawinta Mineral Resource details are shown below.


Table 8: Wonawinta Mineral Resource estimation by ore source and type 30 June 2026

Manuka Resources Ltd
For the year ended 30 June 2026


Resources and Ore Statement (cont’d)


Page 21


Total Gold Probable Ore Reserves as of 30 June 2025 were 0.55M tonnes @ 2.54g/t Au containing 45Koz Au.

These Ore Reserves include the Mt Boppy open cut and the surface stockpiles and dumps. Total Silver Probable

Ore Reserves derived from M & I resources were 6.20 M tonnes @ 56.4 g/t Ag containing 11.24 Moz Ag.

There were no changes announced to Ore Reserves during the year.



Table 9: Summary Ore Reserves as of 30 June 2025 and 30 June 2026


Table 10: Details of the Ore Reserves




Manuka Resources Ltd
For the year ended 30 June 2026


Resources and Ore Statement (cont’d)


Page 22


Notes on Resources:

Competent Person

The Mineral Resource Statement for Mt Boppy (Hard Rock) and Wonawinta Silver was estimated by the

Competent Person, Mr I. Taylor of Mining Associates Pty Ltd. The MRE for Mt Boppy (hard rock) was updated

by Manuka on 14

th

April 2024. The Mineral Resource was updated in July 2025 with a revised cut-off grade of

1.0 g/t Au for the Ore Reserve estimation. The MRE for Wonawinta was reviewed as part of the Ore Reserve

estimation process in April 2025.

The Mineral Resource Statements for Mt Boppy Rock Dumps, Stockpiles, Tailings and Mt Boppy South were

estimated by the Competent Person, Mr P. Bentley of Manuka Resources Pty Ltd.


1. The preceding statements of Mineral Resources conform to the ‘Australasian Code for Reporting of

Exploration Results Mineral Resources and Ore Reserves (JORC Code) 2012 Edition’.

2. All tonnages reported are dry metric tonnes.

3. Data is rounded to thousands of tonnes and thousands of ounces gold. Discrepancies in totals may occur

due to rounding.

4. Resources have been reported as open pit with varying cut-offs based off several factors discussed in

the corresponding Table 1 which can be found with the original ASX announcements for each

Resource.

5. Resources are reported inclusive of any Reserves.


The announcements containing the Table 1 Checklists of Assessment and Reporting Criteria relating for the

2012 JORC compliant Resources are:

• 21 May 2025: Updated Cobar Basin Production Plan to Deliver Silver and Gold from Wonawinta

• 30 September 2024: Manuka Near-Term Gold at Mt Boppy Update


Notes on Ore Reserves:

Competent Persons

Mr Anthony Stepcich and Mr Phil Bentley (a Manuka employee) were the Competent Person for the

declaration of the Wonawinta Silver and Mt Boppy Ore Reserve estimates, reported in accordance with the

JORC Code (2012). In estimating these Ore Reserves Mr Stepcich has relied on the metallurgical processing,

infrastructure and tailings work undertaken by Mr Dieter Engelhardt. Mr Engelhardt has signed off as a

Competent Person on the metallurgical processing, infrastructure and tailings inputs to the JORC (2012) Ore

Reserve Reports.

Mr Stepcich was the Competent Person responsible for Mt Boppy mining study and Ore Reserve of 290Kt at

4.2 g/t Au for 39Koz Au, and the Wonawinta mining study and Ore Reserve of 6.15Mt at 56.4g/t Ag for

11Moz Ag.

Mr Bentley was the Competent Person responsible for all other Ore Reserve estimates including pits,

stockpiles, waste dumps and tailings.

1 The preceding statements of Ore Reserves conform to the ‘Australasian Code for Reporting of

Exploration Results Mineral Resources and Ore Reserves (JORC Code) 2012 Edition’.

2 All tonnages reported are dry metric tonnes.

3 Data is rounded to thousands of tonnes and thousands of ounces gold. Discrepancies in totals may

occur due to rounding.

4 Cut-off Grade:

Open Pit - The Ore Reserves are based upon an internal cut-off grade greater than or equal to the break-

even cut-off grade.

Manuka Resources Ltd
For the year ended 30 June 2026


Resources and Ore Statement (cont’d)


Page 23


The commodity price used for the Revenue calculations for Wonawinta was AUD $50 per ounce Ag.

The commodity price used for the Revenue calculations for Mt Boppy was AUD $4,000 per ounce Au.

The Ore Reserves are based upon a State Royalty of 2.5% and a refining charge of AUD $0.25/Oz Ag and AUD

$7.69/Oz Au.

The announcements containing the Table 1 Checklists of Assessment and Reporting Criteria relating for the

2012 JORC compliant Reserves are:

• 29 July 2025: Maiden Mt Boppy Open Pit Ore Reserve

• 30 May 2025: Cobar Basin Production Plan - Manuka to produce 13.2 million ounces of Silver plus

Gold from existing Wonawinta Processing Plant

Manuka Resources Ltd
For the year ended 30 June 2026



Page 24


Directors’ Report

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

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

Pty Ltd (‘Mt Boppy’) and Trans-Tasman Resources Ltd (‘TTR’) for the year ended 30 June 2026.

Manuka Resources Limited is a company limited by shares and incorporated in Australia on the 20

th

of April

2016.

Director details

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

up to the date of this report:

• Mr Dennis Karp

• Mr Alan Eggers

• Mr John Seton


The Directors’ qualifications, experience and directorships held in listed companies at any time during the last

three years, are set out in the Remuneration Report on pages 32 to 39.

Interests in the shares and options of the Company and related bodies corporate

As at the date of this report, the interests of the directors in the shares and options of Manuka Resources

Limited were:

Ordinary

Shares

Options over

Ordinary

Shares

Mr Dennis Karp 56,712,789 20,000,000

Mr Alan J Eggers 61,375,887 20,000,000

Mr John Seton 51,157,211 2,500,000


Company Secretary details

Ms Eryn Kestel

Company Secretary for the full year, appointed 31 May 2024.

Ms Eryn Kestel holds a Bachelor of Business (Accounting) from Curtin University, Western Australia and is a

Certified Practicing Accountant.


Ms Kestel has 35 years professional experience as the company secretary of several ASX listed companies in a

variety of industries together with working with several unlisted entities providing company secretarial and

book-keeping services.


Principal activities

During the period, the principal activities undertaken by the Group were:

• Development and Implementation of a program to process mineralised gold material from Mt Boppy (Mt

Boppy Stockpile Reprocessing and Open pit mining) including:

Manuka Resources Ltd
For the year ended 30 June 2026


Directors’ Report (cont’d)


Page 25



o Completion of the evaluation of circa 500m sonic drilling programme on the Mt Boppy rock

dump, and evaluation of the viability of retreating this and other tailings dumps at Mt Boppy;

o Completion of pre-feasibility standard standalone project economic viability, including

assessment of metallurgical plant capital and operating costs and updating mining and related

costs;


o Commissioning of the Wonawinta Plant to commence production of screened Mt Boppy

material;

• Completion of Ore Reserve estimates on the Wonawinta (Ag) and Mt Boppy (Au) ore bodies, inclusive of

continuing detailed metallurgical test work supporting the introduction of a desliming circuit on the front

end of the Wonawinta metallurgical plant;

• Continued evaluation and prospectivity analysis of the Company’s exploration prospects in the Cobar

Basin; and

• Participation in the NZ government’s Fast-Track Legislation for Trans-Tasman Resources Limited.


Review of operations

Information on the operations and financial position of the group and its business strategies and prospects is

set out in the Review of Operations on pages 5 to 21 of this annual report.

Significant changes in state of affairs

Wonawinta Ore Reserves declaration

6


During the year, the Company continued to progress and refine the Wonawinta Ore Reserve estimate to

support the restart of operations, underpinned by a far clearer ROM pad geo-metallurgical management

plan and the modified metallurgical facility designed to handle high slime-content ore. Subsequent to year

end, on 13 July 2026, the Company announced an updated Ore Reserve for the Wonawinta Silver Mine of

7.9Mt at 50.4g/t Ag for 12.8 million ounces of contained silver, a 28% increase in Ore Reserve tonnes and

15% increase in contained silver on the estimate previously announced on 30 May 2025.


Mt Boppy Ore Reserves declaration

7


During the financial period the Company has been reviewing the Ore Reserve estimate at Mt Boppy. On

29 July 2025 the Company announced an updated Ore Reserve estimate for the Mt Boppy open pit. This

work, together with increased metal prices, has further advanced the opportunity to augment Wonawinta

Ag production with Mt Boppy gold ore sourced from a combination of processing surface stockpiles,

economic rock dump material, and open pit ore.

Wonawinta Processing Plant Upgrade

During the year the company commenced recommissioning works at the Wonawinta processing plant,

ahead of the restart of gold processing in September 2026 and silver processing December 2026.


TTR Taranaki VTM Fast-track marine consent application withdrawn

Manuka’s 100% owned New Zealand subsidiary Trans-Tasman Resources Limited (TTR) progressed its

Fast-track marine consent application for the Taranaki VTM Project through 2025, but on 4 February

2026 the expert panel issued a draft decision that it was not satisfied the Project could proceed, citing

uncertainties around environmental and cultural impacts. Rather than await formal refusal, the

application was withdrawn on 19 February 2026. Manuka retains 100% ownership of TTR and, as a listed

substantive project in Schedule 2 of the Fast-track Approvals Act 2024, TTR retains the right to reapply

for its environmental consents. The Company is assessing the most appropriate regulatory and


6

Refer ASX announcement dated 30 May 2025

7

Refer ASX announcement dated 13 July 2025

Manuka Resources Ltd
For the year ended 30 June 2026


Directors’ Report (cont’d)


Page 26


commercial pathway for the Project, which remains a significant long-term strategic asset within

Manuka’s portfolio, providing potential exposure to iron ore, vanadium and titanium.

Dividends

No dividends were paid or declared during the financial year ended 30 June 2026 (2025: Nil) and no

recommendation is made as to dividends.


Events arising since the end of the reporting period

Since 30 June 2026, the following material events have occurred:

• On 13 July 2026, the Company announced an updated Ore Reserve for the Wonawinta Silver Mine

of 7.9Mt at 50.4g/t Ag for 12.8 million ounces of contained silver, a 28% increase on the Ore Reserve

announced on 30 May 2025.

• Gold processing recommenced at Wonawinta, with first gold revenues expected by the end of

September 2026.

• A further A$14.5m placement was announced to complete funding of the Wonawinta silver deslime

circuit.

• On 10 September 2026, the Company announced exploration drilling results at the Pipeline Ridge

Gold Project (EL5842).

• On 21 July 2026, the Company entered into a financing arrangement with Black Diamond Group to

fund the purchase of camp equipment. The value of the camp equipment is $2,823,050 repayable

over 36 months at an interest rate of 11%


Other than the matters noted above, the Directors are not aware of any other matter or circumstance that

has arisen since 30 June 2026 that has significantly affected, or may significantly affect, the Group’s operations,

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


Likely developments

Processing of the screened gold material through the Mt Boppy plant is forecast to commence in quarter one

of FY 2027 and is forecast to continue for four to five years. Processing of Wonawinta silver ore is forecast to

commence in December 2026/January 2027, after the completion of the Deslime circuit. The return to

production will make a material difference to the finances of the Company.


Directors’ meetings

The number of meetings of the Company’s Board of Directors (“The Board”) (including meetings of

Committees of Directors where appointed) held during the period and the number of meetings attended by

each Director is as follows:

Board Meetings

Board Member Entitled

to Attend


Attended

Dennis Karp 8 8

Alan J Eggers 8 8

John Seton 8 8


During the period and having regard to the size of the Company and the nature of its activities and the

composition and structure of the Board, the full Board has the responsibility for and performs the functions

of the Nomination, Audit and Remuneration Committees.

Manuka Resources Ltd
For the year ended 30 June 2026


Directors’ Report (cont’d)


Page 27


Corporate Governance Statement

For the financial year ended 30 June 2026 (Reporting Period) the Company has adopted the fourth edition of

the Corporate Governance Principles and Recommendations released by the ASX Corporate Governance

Council. The Company’s 2026 Annual Corporate Governance Statement has been approved by the Board and

is publicly available on the Company’s website at www.manukaresources.com.au/site/about/corporate-

governance. It will also be released to the ASX at the same time as this 2026 Annual Report.


Unissued shares under option

Unissued ordinary shares of Manuka Resources under option at the date of this report are:

Date

Options

Granted

Expiry Date

Exercise

Price of

Shares

Number of

Options

Nov-25 27-Nov-27 $0.1500 20,000,000

Nov-25 27-Nov-27 $0.1500 20,000,000

Nov-25 27-Nov-27 $0.1500 2,500,000

May-24 03-Apr-27 $0.1070 5,000,000

Aug-25 07-Aug-28 $0.1000 36,000,000

Nov-25 11-Dec-26 $0.1200 22,500,000

Mar-26 25-Mar-30 $0.2004 36,423,612

Jun-26 26-Jun-30 $0.1357 8,232,731

No shares were issued since the end of the year as a result of exercise of the options.

Material business risks

Operational risks

The operations of the Company may be affected by various factors many of which are beyond the control of

the Company, including failure to locate or identify additional mineral deposits, failure to achieve predicted

grades in exploration or mining, operational and technical difficulties encountered in mining, difficulties in

commissioning and/or operating plant and equipment, mechanical failure or plant breakdown, unanticipated

metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and

environmental accidents, industrial disputes and unexpected shortages or increases in the costs of labour,

consumables, spare parts, plant and equipment, fire, explosions, cost of logistics and other incidents beyond

the control of the Company.

Nature of mineral exploration and mining

The business of mineral exploration, development and production is subject to a number of material risks. The

success of the Company’s business depends, amongst other things, on successful exploration and/or

acquisition of reserves, securing and maintaining title to tenements and consents, successful design,

construction, commissioning and operation of mining and processing facilities, successful development and

production in accordance with expectation and successful management of the operations. Exploration and

mining are speculative undertakings which may be hampered by force majeure events, land claims and

unforeseen mining and/or mechanical problems. Increased costs, lower output or high operating costs may

all contribute to make a project less profitable than expected at the time of the development decision. There

is no assurance that the Company’s current or planned processing activities will continue or commence, as

applicable, as expected.

Commodity price volatility

As the Company’s revenues are primarily derived from the sale of precious metals, any future earnings

generated by the Company will be closely related to the market prices for precious metals (which can vary

materially during short periods of time). Commodity prices fluctuate and are affected by numerous factors

beyond the control of the Company. These factors include supply and demand fluctuations for precious and

base metals, forward selling by major producers, and production cost levels in major gold and silver producing

Manuka Resources Ltd
For the year ended 30 June 2026


Directors’ Report (cont’d)


Page 28


regions. Moreover, commodity prices are also affected by macroeconomic factors such as expectations

regarding inflation, interest rates and global and regional demand for, and supply of, the precious metals as

well as general global economic conditions. These factors may also have an adverse effect on the Company’s

exploration, development and production activities, as well as on its ability to fund those activities.

Currency volatility

International prices of various commodities, including gold and silver, are denominated in United States

dollars, whereas the income and expenditure of the Company are and will be taken in account in Australia

dollars, consequently exposing the Company to fluctuations and volatility of the rate of exchange between the

United States dollar and the Australian dollar as determined by the international markets.

Financial indebtedness risk

The Company manages its various financial obligations by preparing detailed cash flow forecasts and

monitoring actual cash flows. However, the Company’s ability to service its various financial obligations may

be impaired by the occurrence of any number of factors. In such circumstances and if the Company were

unable to obtain sufficient alternative funding, its creditors would be able to exercise their security over the

Company’s assets or pursue alternative remedies any of which would likely have a material adverse effect on

the Company’s financial condition, prospects and ability to continue as a going concern.


Environmental legislation

The operations of Manuka Resources Limited are subject to a number of particular and significant

environmental regulations under a law of the Commonwealth or of a State or Territory in Australia and in New

Zealand.

All conditions governing the administration of various environmental and tenement licences have been

complied with. So far as the Directors are aware there has been no known breach of the Group’s licence

conditions, and all activities comply with relevant environmental regulations. The Directors are not aware of

any environmental regulation which is not being complied with.


Sustainability

The Company is committed to accepting accountability for its sustainability performance and to this end has

approved a number of actions. The renamed Audit, Risk & Sustainability Sub-Committee specifically highlights

the importance of focusing on sustainability performance, and the Board Charter has been amended

accordingly. The Company is in the process of reviewing and updating all polices targeting activities which may

have environmental and social impacts. At an operational level, all capital expenditure requests now require

an additional assessment of environmental, social and governance factors.

The Company has published its Sustainability Statement, highlighting our priorities and commitments,

including a commitment to align to the United Nations’ SDG’s (Sustainable Development Goals).

An important consideration in addressing potential impacts is ensuring we are engaged with all our relevant

stakeholders. We continue to review our internal stakeholder materiality impact assessment and plan to

broaden this over the next year to include better engagement with key stakeholders.

Remuneration report (audited)

The information provided in this remuneration report has been audited as required by section 308(3C) of the

Corporations Act 2001. The remuneration report sets out remuneration information for the Company’s

Executive Director, Non-Executive Directors and other Key Management Personnel (“KMP”). The report

contains the following sections:

a) Key Management Personnel disclosed in this report;

Manuka Resources Ltd
For the year ended 30 June 2026


Directors’ Report (cont’d)


Page 29


b) Remuneration policy;

c) Performance-based remuneration;

d) Company performance, shareholder wealth and directors’ and executives’ remuneration;

e) Use of remuneration consultants;

f) Details of remuneration;

g) Service agreements;

h) Share-based compensation;

i) Equity instruments held by Key Management Personnel; and

j) Other transactions with Key Management Personnel.

a) Key Management Personnel disclosed in this report

Directors

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

and up to the date of this report:

• Mr Dennis Karp

• Mr Alan Eggers

• Mr John Seton


Other Key Management Personnel

• Haydn Lynch, Chief Operations Officer

• Rodney Griffith, Executive General Manager Operations


There have been no changes to directors or KMP since the end of the reporting period. Details of the equity

instruments in which Directors have an interest are outlined in paragraph (i) below.


Mr Dennis Karp

Executive Chairman

Director since 20

th

April 2016, Executive Chairman since 1 March 2020

Mr Karp commenced his career in the Australian financial markets in 1983. He was the Head of Trading at

HSBC Australia prior to joining Tennant Metals Limited in 1997, a substantial Australian domiciled physical

commodity trading company with operations in Asia and Europe. He was a principal shareholder of Tennant

Metals until 2010 and managing director from 2000 until December 2014. Mr Karp founded ResCap

Investments Pty Ltd in December 2014.


Over the past 12 years, Mr Karp has been involved in various resource projects and investment opportunities

in base metals and bulk commodities which have had marketing rights attached.


Mr Karp holds a Bachelor of Commerce from the University of Cape Town. Mr Karp does not hold any current

and has not held any former directorships in other listed companies in the last 3 years.


Mr Alan J Eggers

Executive Director

Director since 10 November 2022, Executive Director since 1 February 2023

Alan is a geologist with over 40 years of local and international experience. He brings with him exceptional

commercial expertise and was a founding director of Summit Resources Limited which they built from listing

on the NZX in 1987 into an ASX top 200 company and an ultimate takeover by Paladin Energy for A$1.2B in

2007. He holds a number of private directorships.

Manuka Resources Ltd
For the year ended 30 June 2026


Directors’ Report (cont’d)


Page 30


Alan holds Bachelor of Science, Honours and Master of Science degrees from Victoria University of Wellington.

He’s a Fellow of the Society of Economic Geologists, a fellow of AusIMM and a Member Australian Institute of

Geoscientists.

Mr John Seton

Non-executive Director

Director since 10 November 2022

John Seton has more than 40 years’ experience in the public resources sector, including the formation,

financing, management and governance of listed exploration and mining companies. His experience spans

mineral exploration, mine development and operations, capital markets, corporate transactions and strategic

development across Australia, New Zealand and international jurisdictions.

John has held senior executive and board positions with a number of resources companies and has direct mine

development and operating experience, including the development and operation of two gold mines in

Vietnam. He is also a qualified lawyer with extensive corporate, commercial, regulatory and governance

experience, bringing to the Board a combination of mining industry, capital markets, legal and governance

expertise.

b) Remuneration policy

The remuneration policy of Manuka Resources Limited has been designed to align key management personnel

objectives with shareholder and business objectives by providing a fixed remuneration component and

offering specific long-term incentives based on key performance areas affecting the Group’s financial results.

The board of Manuka Resources Limited believes the remuneration policy to be appropriate and effective in

its ability to attract and retain the best key management personnel to run and manage the Group.

The board’s policy for determining the nature and amount of remuneration for key management personnel of

the Group is as follows:

• The remuneration policy, setting the terms and conditions for the executive directors and other senior

executives (if any), was developed by the board. All executives receive a base salary (which is based on

factors such as length of service and experience) and superannuation. The board reviews executive

packages annually by reference to the Group’s performance, executive performance and comparable

information from industry sectors and other listed companies in similar industries.

• The board exercises its discretion in relation to approving incentives, bonuses and options. The policy is

designed to attract and retain the highest calibre of executives and reward them for performance that

results in long term growth in shareholder wealth.

• Executives are also entitled to participate in the employee share and option arrangements.

• The executive directors and executives (if any) receive a superannuation guarantee contribution required

by the government, which was 12.0% for the 2026 financial year (2025: 11.5%) payable on earnings up to

the maximum contribution base of $270,830 per annum (2026: $250,000 per annum), and do not receive

any other retirement benefits. Some individuals may choose to sacrifice part of their salary to increase

payments towards superannuation.

• All remuneration paid to directors and executives is valued at the cost to the Group and expensed. The

cost of share-based payments is measured by reference to the fair value at the date at which they are

granted using an option pricing model.

• The board policy is to remunerate non-executive directors at market rates for comparable companies for

time, commitment, and responsibilities. The board determines payments to the non-executive directors

and reviews their remuneration annually, based on market practice, duties and accountability.

Independent external advice is sought when required. The maximum aggregate amount of fees that can

Manuka Resources Ltd
For the year ended 30 June 2026


Directors’ Report (cont’d)


Page 31


be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting

(currently $240,000). Fees for non-executive directors are not linked to the performance of the Group.

However, to align directors’ interests with shareholder interests, the directors are encouraged to hold

shares in the Company.


c) Performance-based remuneration

The Group currently has no formal performance-based remuneration component built into key management

personnel remuneration packages. Remuneration and discretionary share-based payments are issued to align

the Directors’ interest with that of shareholders.

d) Company performance, shareholder wealth and directors’ and executives’ remuneration

Whilst no formal policy exists, remuneration is tailored to increase the direct positive relationship between

shareholders’ investment objectives and key management personnel performance. Currently, this is facilitated

through the issue of options to the majority of key management personnel, pending on Company

performance, to encourage the alignment of personal and shareholder interests. The Group believes this

policy will be effective in increasing shareholder wealth.

The table below shows the gross revenue, profits and (losses) and earnings per share for the last five financial

periods for the listed entity.


2026 2025 2024 2023 2022

$ $ $ $ $

Revenue and other income 434,010 946,874 15,195,323 9,899,903 53,271,499

Net profit / (loss) (28,085,039) (16,876,465) (18,234,635) (26,342,019) 5,281,420

Profit / (loss) per share

(cents)


(2.22)


(2.11)


(2.69)


(6.15)


1.92

Share price $0.08 $0.04 $0.04 $0.05 $0.17

No dividends have been paid during the financial years ended 30 June 2022 to 30 June 2026.

e) Use of remuneration consultants

The Group did not employ the services of any remuneration consultants during the financial year ended 30

June 2026 (2025: None).

Manuka Resources Ltd
For the year ended 30 June 2026


Directors’ Report (cont’d)


Page 32


f) Details of remuneration

Details of the remuneration of the key management personnel of the Group are set out in the following table.

The prior year accrual for Annual and Long Service Leave has been corrected and updated.

Fixed Remuneration Share-based Payments


Salary/

Directors Fee

Non-

Monetary

Benefits

Accrual for

Annual and

Long Service

Leave Superannuation

Equity-settled

Shares

Equity-

settled

Options Total

$ $ $ $ $ $ $

Directors

Dennis Karp

2026 450,000 63,920 30,000 - 580,000 1,123,920

2025 350,000 - 4,815 30,000 - - 384,815

Alan J Eggers

2026 480,000 - - - - 580,000 1,060,000

2025 504,000

1

- - - - - 504,000

John Seton

2026 65,000 - - - - 72,500 137,500

2025 65,000 - - - - - 65,000

Other KMP (Group)

Haydn Lynch

2026 276,786 - 17,312 33,214 - - 327,312

2025 244,708 - 7,602 28,141 - - 280,451

Rodney Griffith

2026 161,363 - 12,289 19,364 - - 193,016

2025 - - - - - - -

Total KMP remuneration

expensed




2026 1,433,149 - 93,521 82,578 - 1,232,500 2,841,748

2025 1,163,708

2

- 12,417 58,141 - - 1,234,266

1. During FY2026 Alan Eggers received fixed remuneration of $480,000 ((see g) (d) below for further information). He was also

paid $252,000 which related to FY2025 which was provided for as of 30 June 2025. The total amount of remuneration for

2025 was $504,000.

2. Total KMP remuneration expensed for FY2025 includes $27,085 paid to Anthony McPaul who resigned on the 3 December

2024.


g) Service agreements

The details of service agreements of the key management personnel of the Group are as follows:

Dennis Karp, Executive Chairman:

(a) Mr Karp was appointed Executive Chairman on 1 March 2020 at an annual salary of $240,000 (plus

superannuation). The annual salary was increased effective 1 January 2022 to $350,000 (plus

superannuation). Effective 1 July 2025 the annual salary was increased to $450,000 (plus

superannuation); and

(b) The agreement is ongoing until terminated in accordance with the agreement. Mr Karp may terminate

the agreement by giving 12 weeks’ notice in writing to the Company and the Company may terminate

the agreement (without cause) by giving Mr Karp 12 weeks’ written notice or by making payment in lieu

of notice.

Manuka Resources Ltd
For the year ended 30 June 2026


Directors’ Report (cont’d)


Page 33


Alan Eggers, Executive Director:

(c) Mr Eggers was appointed Executive Director on 1 February 2023 at an annual consultancy fee of

$240,000 inclusive of superannuation, exclusive of any GST. Effective 1 July 2024 Alan was engaged

on a full-time basis with an annual consultancy fee of $480,000 inclusive of superannuation, exclusive

of GST; and

(d) The agreement is ongoing until terminated in line with the agreement. Mr Eggers may terminate the

agreement by giving 3 months’ notice in writing to the Company and the Company may terminate

the agreement (without cause) by giving Mr Eggers 3 months’ written notice or by making payment

in lieu of notice.

Haydn Lynch, Chief Operations Officer:

(e) Mr Lynch was appointed Chief Operating Officer on 1 July 2019 at an annual salary of $240,000

(inclusive of superannuation). The annual salary was increased effective 1 January 2022 to $270,000

inclusive of superannuation. Effective 1 July 2024 Haydyn’s salary increased to $310,000 inclusive of

superannuation; and

(f) The agreement is ongoing until terminated in accordance with the agreement. Mr Lynch may

terminate the agreement by giving 12 weeks’ notice in writing to the Company and the Company

may terminate the agreement (without cause) by giving Mr Lynch 12 weeks’ written notice or by

making payment in lieu of notice.

Rodney Griffith, Executive General Manager, Operations:

(g) Mr Griffith was appointed Executive General Manager, Operations on 27 January 2026 at an annual

salary of $355,000 (plus superannuation).

(h) The agreement is ongoing until terminated in accordance with the agreement. Mr Griffith may

terminate the agreement by giving 3 months’ notice in writing to the Company and the Company

may terminate the agreement (without cause) by giving Mr Griffith 3 months’ written notice or by

making payment in lieu of notice.

John Seton, Non-executive Director:

Mr Seton has entered into service agreements with the company in the form of a letter of appointment. The

letter summarises the board policies and terms, including remuneration, relevant to the office of director.

Annual remuneration is $65,000 per annum effective 1 January 2022 (previously $45,154 per annum), with

additional fees payable where the Board determines special duties, or services outside the scope of the of the

ordinary duties of a NED, have been performed. Remuneration is subject to annual review by the Board and

reasonable notice of an intention to resign or to not seek re-election should be given to the Company.


h) Share-based compensation

Shares

During the financial period no fully paid Ordinary Shares were issued in lieu of cash payments of Non-Executive

Directors fees.


Options

Options are issued to key management personnel as part of their remuneration. The options are not issued

based on performance criteria but are issued to the majority of key management personnel of Manuka

Resources Limited to increase goal congruence between key management personnel and shareholders.

No ordinary shares in the Company have been provided as a result of the exercise of remuneration options to

each director of Manuka Resources Limited and other key management personnel of the Group during the

year.

Manuka Resources Ltd
For the year ended 30 June 2026


Directors’ Report (cont’d)


Page 34


i) Equity instruments held by Key Management Personnel

Shareholdings

The numbers of shares in the Company held during the financial year by each director of Manuka Resources

Limited and other key management personnel of the Group, including their related parties, and any nominally

held, are set out below. There were no shares granted during the reporting period as compensation.






Note

Balance at start of

the year

Received during

the year on the

exercise of Options

Other changes

during the year

Balance at end of

the year

Directors

Dennis Karp 60,212,789 - (3,500,001)

1

56,712,788

Alan J Eggers 61,375,887 - - 61,375,887

John Seton 50,975,544 181,667 - 51,157,211

Other KMP

Haydn Lynch 3,966,629 - - 3,966,629

Rodney Griffith - - - -


1.

During the financial period 3,500,001 Manuka Resources shares were disposed of by a shareholder of Rescap

Investments Pty Ltd, an entity associated with Mr Dennis Karp. Mr Karp was not the beneficial owner of those shares

and the disposal formed part of a broader corporate reorganisation of Rescap Investment Pty Ltd.

Option holdings

The numbers of options over ordinary shares in the Company held during the financial year by each director

of Manuka Resources Limited and other key management personnel of the Group, including their personally

related parties, and any nominally held, are set out below.




Note

Balance at

start of the

year

Granted as

compen-

sation

Other

changes

Balance at

end of the

year

Vested and

exercisable Unvested

Directors

Dennis Karp - 20,000,000 - 20,000,000 20,000,000 -

Alan Eggers - 20,000,000 - 20,000,000 20,000,000 -

John Seton 541,667 2,500,000 (541,667) 2,500,000 2,500,000 -

Other KMP

Haydn Lynch - - - - - -

Rodney Griffith - - - - - -


No options were exercised during the period except 541,667 by John Seton on or about the 15 May 2026 at

the exercise price of 6 cents (2025: Nil). All vested options are exercisable.



j) Other transactions with Key Management Personnel

ResCap Investments Pty Ltd - A director, Mr Dennis Karp, is a director of, and holds a controlling interest in,

ResCap Investments Pty Ltd (“ResCap”). The Group has borrowing arrangements with ResCap. Aggregate

amounts of each of the above types of other transactions with key management personnel of Manuka

Resources Limited:


Manuka Resources Ltd
For the year ended 30 June 2026


Directors’ Report (cont’d)


Page 35




30 June

2026

30 June

2025

$ $

Details of related party transactions with ResCap through

the loan facility:



- Interest charged on loan 11,350 43,670


Details of related party transactions with Anna Karp,

an individual directly related to a member of KMP:


-Sale of motor vehicle - 32,500

Details of balances with related parties:

Details of loan with Manuka Resources Ltd

- Funds payable to ResCap Investments Pty Ltd


- 273,242




End of audited Remuneration Report

Manuka Resources Ltd
For the year ended 30 June 2026


Directors’ Report (cont’d)


Page 36


Indemnities given to, and insurance premiums paid for, auditors and officers

During the period, Manuka Resources has paid a premium to insure officers of the Company. The officers of

the Company that are covered by the insurance policy includes all directors and key management personnel.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may

be brought against the officers in their capacity as officers of the Company, and any other payments arising

from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities

arise out of conduct involving a wilful breach of duty by the officers or the improper use by the officers of their

position or of information to gain advantage for themselves or someone else to cause detriment to the

Company.

The Company has not otherwise, during or since the end of the financial period, except to the extent permitted

by law, indemnified or agreed to indemnify any current or former officer of the Company against a liability

incurred as such by an officer.

The Company has agreed to indemnify its auditors, RSM Australia Partners, to the extent permitted by law,

against any claim by a third party arising from the Company’s breach of its agreement. The indemnity requires

the Company to meet the full amount of any such liabilities including a reasonable amount of legal costs.

Proceedings on behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring

proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party,

for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

No proceedings have been brought, or intervened in, on behalf of the company with leave of the court under

section 237 of the Corporations Act 2001.

Audit and non-audit services

Details of the amounts paid or payable to the auditor for audit and non-audit services during the year are

disclosed in Note 9.

The Company may decide to employ the auditor on assignments additional to their statutory audit duties

where the auditor’s expertise and experience with the Company and/or the Group are important.

No non-audit services during the financial year ended 30 June 2026, other than RSM Taxation were appointed

tax agents to the Australian domiciled entities.


Manuka Resources Ltd
For the year ended 30 June 2026

Directors’ Report (cont’d)

Page 37

Auditor’s Independence Declaration

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

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

Signed in accordance with a resolution of the Directors.

Dennis Karp

Executive Chairman

30 September 2026

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the
members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm

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

RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

RSM Australia Partners

Level 7, 1 Martin Place

Sydney

NSW 2000

Australia

T +61 (02) 8226 4500

F +61 (02) 8226 4501

rsm.com.au

AUDI

TOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Manuka Resources Limited for the year ended 30 June 2026,

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

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

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

R

SM AUSTRALIA PARTNERS

Cameron Hume

Partner

Sydney, NSW

Dated: 30 September 2026

Page 38

Manuka Resources Ltd
For the year ended 30 June 2026

Page 39

Consolidated Statement of Profit or Loss and

Other Comprehensive Income

For the year ended 30 June 2026

Notes

30 June

2026

30 June

2025

$ $

Sales revenue 5(a)

- -

Cost of sales

- -

Operating (Loss)/Profit

- -

Other income

5(b) 434,010 946,874

Other expenses 6(a) (17,657,535)(7,319,117)

Share based payment expenses 6(d) (1,232,500) -

Foreign exchange gains / (losses)6(c)(702,885)(244,639)

(Loss)/Profit before finance expenses(19,158,910)(6,616,882)

Finance expenses 7 (8,926,129) (10,259,583)

(Loss)/Profit before income tax (28,085,039) (16,876,465)

Income tax expense

8 - -

(Loss)/Profit for the period attributable to

members of Manuka Resources Limited (28,085,039) (16,876,465)

Other comprehensive income / (expense) (476,248) 385,588

Total comprehensive profit / (loss) for the year

attributable to members of Manuka Resources

Limited (28,561,287) (16,490,877)

Profit / (loss) per share for loss attributable to

the ordinary equity holders of the Company

Basic profit /(loss) per share (cents per share) 24(2.22)(2.11)

Diluted profit /(loss) per share (cents per share)

8


24

(2.22)

(2.11)

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

8

As the Group made a loss for the year ended 30 June 2026, none of the potentially dilutive securities were included in the calculation of diluted

earnings per share for that year. These securities could potentially dilute basic earnings per share in the future.

Manuka Resources Ltd
For the year ended 30 June 2026






Page 40


Consolidated Statement of Financial Position

As at 30 June 2026



Notes

30 June

2026

30 June

2025

$ $

Assets

Current

Cash and cash equivalents 11 7,848,206 968,645

Trade and other receivables 12 247,942 8,696

Prepayments 13 380,556 34,472

Inventories 14 1,660,228 237,899

Other financial assets 19.3 - 21,000

Total current assets 10,136,932 1,270,712

Non-current

Mine properties and development assets 15 179,317 629,900

Exploration and evaluation assets 16 38,637,386 37,934,470

Property, plant and equipment 17 16,785,461 13,752,823

New & upgraded circuit 19,031,379 -

Right-of-use asset 18 205,586 334,568

Other financial assets 19.3 8,596,044 5,475,357

Total non-current assets 83,435,173 58,127,118

Total assets 93,572,105 59,397,830


Liabilities

Current

Trade and other payables 20 14,957,654 8,467,206

Provisions 21 389,845 294,699

Borrowings 19.2 713,896 40,278,049

Lease liabilities 18 151,207 111,183

Total Current liabilities 16,212,602 49,151,137

Non-current

Provisions 21 7,403,181 7,620,743

Lease liabilities 18 77,256 231,609

Borrowings 19.2 45,560,634 98,605

Total non-current liabilities 53,041,064 7,950,957

Total liabilities 69,253,666 57,102,094

Net assets 24,318,439 2,295,736








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

Manuka Resources Ltd
For the year ended 30 June 2026

Consolidated Statement of Financial Position (cont’d)

Page 41

Notes

30 June

2026

30 June

2025

$

$

22 117,776,181 72,948,453

25.1 1,279,639 1,701,146

25.2 3,608,412 358,475

(98,345,794)(72,712,338)

Equity

Share capital

Share option reserve

Other reserves

Accumulated losses

Total equity

24,318,439 2,295,736

This statement sh

ould be read in conjunction with the notes to the financial statements.

Manuka Resources Ltd
For the year ended 30 June 2026



Page 42


Consolidated Statement of Changes in Equity

For the year ended 30 June 2026






Notes

Share

Capital

Share Option

reserve

Other

reserves

Accumulated

losses

Total equity



$ $ $


$

Balance as at 1 July 2024


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

Loss for the period


- - - (16,876,465) (16,876,465)

Other comprehensive profit/(loss)


- - 385,588 - 385,588

Total comprehensive loss for the period


- - 385,588 (16,876,465) (16,490,877)

Contribution of equity

1,698,790 - - - 1,698,790

Share based payments

25.1 - 224,820 - - 224,820

Transfer expired share-based payments

- (3,777,384) - 3,777,384 -

Share issue costs

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

Balance as at 30 June 2025


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




Balance as at 1 July 2025


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

Loss for the period


- - - (28,085,039) (28,085,039)

Other comprehensive profit/(loss)


- - (476,248) - (476,248)

Total comprehensive loss for the period


- - (476,248) (28,085,039) (28,561,287)

Contribution of equity


46,905,363 - - - 46,905,363

Share based payments

25.1

- 1,232,500 - - 1,232,500

Options Issued

22.2

- 1,7620,660 - - 1,720,660

Options exercised

22.2

923,084 (923,084) - - -

Transfer expired options

22.2

- (2,451,583) - 2,451,583 -

Derivative Warrants

25.2

- - 3,726,185 3,726,185

Share issue costs

22

(3,000,719) - - (3,000,719)

Balance as at 30 June 2026


117,776,181 1,279,639 3,608,412 (98,345,794) 24,318,439


















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

Manuka Resources Ltd
For the year ended 30 June 2026

Page 43

Consolidated Statement of Cash Flows

For the year ended 30 June 2026

Notes 2026 2025

$$

Operating activities

Receipts from customers - -

Payments to suppliers and employees(23,271,235)(6,138,995)

Other income 382,999 952,510

Finance costs (3,227,401) (16,900)

Net cash used in operating activities 23 (26,115,637) (5,203,385)

Investing activities

Payments for property, plant and equipment (628,914) -

Payments for new & upgraded circuit (10,197,370) -

Sale of property, plant and equipment 209,000 100,116

Payments for development and exploration assets (680,567) (259,672)

Exploration bonds (1,365,044) 51,000

Security bonds - 23,564

Net cash (used in) investing activities (12,662,895) (84,992)

Financing activities

Repayments of borrowings(12,439,980) (31,862,697)

Proceeds from borrowings 27,184,725 34,678,799

Repayment of lease liabilities(259,079) (236,073)

Proceeds from issues of ordinary shares 22.133,032,2861,698,789

Costs of issue of ordinary shares(1,859,859)(147,148)

Net cash from financing activities 45,658,092 4,131,671

Net change in cash and cash equivalents6,879,561(1,156,705)

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

Cash and cash equivalents, at end of period 11 7,848,206 968,645

This statement s

hould be read in conjunction with the notes to the financial statements.

Manuka Resources Ltd
For the year ended 30 June 2026

Page 44



Notes to the Financial Statements

1 Nature of operations and general information and statement of compliance

During the financial year, the Company’s principal activities related to Ore Reserve estimations for the

Wonawinta Silver and Mt Boppy gold mines. While these operations have been on care and maintenance

during the review period, refurbishment of the Wonawinta processing plant commenced.


The financial report includes the consolidated financial statements and notes of Manuka Resources Limited

and its controlled entities, Mt Boppy Resources Pty Ltd and Trans-Tasman Resources Ltd (Consolidated Group

or Group).


These general-purpose financial statements have been prepared in accordance with Australian Accounting

Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act

2001. These include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance

with AIFRS ensures the that the financial report, comprising the financial statements and the notes, complies

with International Financial Reporting Standards (IFRS).


Manuka Resources Limited is a for-profit entity for the purpose of preparing the financial statements.


Manuka Resources Ltd is a Public Company incorporated and domiciled in Australia. The address of its

registered office and its principal place of business is Level 4, Grafton Bond Building, 201 Kent Street, Sydney,

New South Wales.

The consolidated financial statements for the year ended 30 June 2026 were approved and authorised for

issue by the Board of Directors on 30 September 2026. The directors have the power to amend and reissue

the financial statements.


In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, the

amounts in the Directors’ report and in the financial report have been rounded to the nearest dollar.


2 Changes in accounting policies

2.1 New and amended standards adopted

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

issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting

period.

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

adopted.

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 45


3 Material accounting policy information

3.1 Overall considerations

The significant accounting policies that have been used in the preparation of these financial statements are

summarised below.

The financial statements have been prepared using the measurement bases specified by Australian Accounting

Standards for each type of asset, liability, income and expense. The measurement bases are more fully

described in the accounting policies below.

The financial statements have been prepared on a historical cost basis, except for the assets held for sale

which are measured at fair value less cost of disposal. The financial statements are presented in Australian

dollars which is the Company’s functional and presentation currency.

3.2 Going Concern

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

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

business.


As disclosed in the financial statements, the group incurred a loss of $28,085,039 and had net cash outflows

from operating and investing activities of $38,778,532 for the year ended 30 June 2026. As at that date the

company had net current liabilities of $6,075,670.


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

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

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


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

• Additional debt facilitates to be secured within the next 12 months and raising additional funds in the

capital markets to fund the continuing startup phase of the mining operations.

• Manage the creditor book and long dated creditors, repayment of long dated creditors via the proceeds

from funds from capital raising or debt facilities and

• The ability of the Group to commence gold production (and by-product silver) profitably and

consistently as planned at Mt Boppy.

• Compliance with all covenants that are present in existing debt facilities. Where breaches occur, that

waivers are received from the lender, as and when required.


The Directors believe that there are reasonable grounds to believe the Group will be able to continue as a

going concern, after consideration of the following factors:

• The refinancing of the Groups debt facility earlier in the year, as disclosed in not 19.2,

• History of success in raising funds in the market;

• The level of support extended from key suppliers and creditors to date,

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

material from either the Wonawinta silver project or the Mt Boppy gold project, and

• Cash balance as at 30 June 2026 of $7,848,206


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

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

Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 46

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

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


3.3 Basis of consolidation

The Group’s financial statements consolidate those of the Parent Company and all of its subsidiaries at the

end of the reporting period. The parent controls a subsidiary if it is exposed, or has rights, to variable returns

from its involvement with the subsidiary and has the ability to affect those returns through its power over the

subsidiary. All subsidiaries have a reporting date of 30 June 2026.

All transactions and balances between Group companies are eliminated on consolidation, including unrealised

gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset

sales are reversed on consolidation, the underlying asset is also tested for impairment from a group

perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary

to ensure consistency with the accounting policies adopted by the Group.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are

recognised from the date on which control is transferred to the Group, or up to the date that control ceases.

3.4 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief

operating decision maker. The chief operating decision maker, who is responsible for allocating resources and

assessing performance of the operating segments, has been identified as the full Board of Directors. (Refer

Note 4)

3.5 Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of

the primary economic environment in which the entity operates (‘the functional currency’). The consolidated

financial statements are presented in Australian dollars, which is Manuka Resources Limited’s functional and

presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing

at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such

transactions and from the translation at year end exchange rates of monetary assets and liabilities

denominated in foreign currencies are recognised in profit or loss. They are deferred in equity if they are

attributable to part of the net investment in a foreign operation.

Foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other

gains/(losses).

3.6 Revenue recognition

The Group recognises revenue as follows:

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the consideration to which the Company is expected to be

entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the

Company: identifies the contract with a customer; identifies the performance obligations in the contract;

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 47


determines the transaction price which takes into account estimates of variable consideration and the time

value of money; allocates the transaction price to the separate performance obligations on the basis of the

relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when

or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the

goods or services promised.

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such

as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other

contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’

method. The measurement of variable consideration is subject to a constraining principle whereby revenue

will only be recognised to the extent that it is highly probable that a significant reversal in the amount of

cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty

associated with the variable consideration is subsequently resolved. Amounts received that are subject to the

constraining principle are initially recognised as deferred revenue in the form of a separate refund liability.

Sale of goods

Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the

goods, which is generally at the time of delivery. The Company has one Key Customer which is a London Bullion

Market Association (LBMA) Accredited Refinery. Sales revenue is recognised at the time of the Lock-in

Contract. This is when goods are delivered and title and risk pass to the customer.


3.7 Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the

grant will be received, and the Group will comply with all attached conditions. Government grants are

recorded in other income.

3.8 Operating expenses

Operating expenses are recognised in profit or loss upon utilisation of the service.

3.9 Exploration and evaluation expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest.

These costs are only carried forward to the extent that they are expected to be recouped through the

successful development of the area, or by its sale where activities in the area have not yet reached a stage

that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned areas are written off in full against profit or loss in the year in

which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are transferred to mine

properties and amortised over the life of the area according to the rate of depletion of the economically

recoverable reserves.

Costs of site restoration are provided over the life of the facility from when exploration commences and are

included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant,

equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of

the mining permits. Such costs have been determined using estimates of future costs, current legal

requirements and technology on a discounted basis.

Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 48

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of

site restoration, there is uncertainty regarding the nature and extent of the restoration due to community

expectations and future legislation. Accordingly, the costs have been determined on the basis that the

restoration will be completed within one year of abandoning the site. A regular review for impairment is

undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in

relation to that area of interest. Exploration expenditure which fails to meet at least one of the conditions

outlined above is written off.

3.10 Property, plant and equipment

Property, plant, equipment, is stated at cost less accumulated depreciation and any impairment in value.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,

only when it is probable that future economic benefits associated with the item will flow to the Company and

the cost of the item can be measured reliably.

All other repairs and maintenance are charged to the income statement during the financial year in which they

are incurred.

Depreciation commences on assets when it is deemed, they are capable of operating in the manner intended.

Useful lives are examined on an annual basis and adjustments, where applicable, are made on a revised useful

life basis.

AssetDepreciation rate

Freehold land – at cost not depreciated

Computer Equipment

- Laptops a

nd mobile devices2 years effective life (50%) – diminishing value

- Other Computer equipment4 years effective life (25%) - diminishing value

Plant and Equipment

Ball Mil

l Motor25 years effective life (4%) - diminishing value

Other Pumps and Motors20 years effective life (5%) - diminishing value

Generators10 years effective life (10%) - diminishing value

Other plant and equipment

2 - 10 years effective life (10% to 50%) - diminishing

value

Processing Plantunits of production

Motor Vehicles and Mining Machines

8 - 10 years effective life (10% to 12.5%) -

diminishing value

The carrying values of plant and equipment are reviewed for impairment when events or changes in

circumstances indicate the carrying value may not be recoverable.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits

are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement

of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset

and is recognised in profit or loss.

Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 49

3.11 Financial instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual

provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs,

except for those carried at fair value through profit or loss, which are measured initially at fair value.

Subsequent measurement of financial assets and financial liabilities are described below.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,

or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is

derecognised when it is extinguished, discharged, cancelled, or expires.

Except for those trade receivables that do not contain a significant financing component and are measured at

the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value

adjusted for transaction costs (where applicable).

Subsequent measurement of financial assets

For the purpose of subsequent measurement, financial assets, other than those designated and effective as

hedging instruments, are classified into the following categories upon initial recognition:

•

financial assets at amortised cost

•financial asse

ts at fair value through pr

ofit or loss (FVPL)

•debt instru

ments at fair value through other comprehensive income

(FVOCI)

•equity

instruments at fair value through other comprehensive in

come (FVOCI)

Classifications are determined

by both:

•The entity’s business model for managing the financia

l asset

•The

contractual cash flow characte

ristics of the financial assets

All income and expenses relating

to financial assets that are recognised in profit or loss are presented within

finance costs, finance income or other financial items, except for impairment of trade receivables which is

presented within other expenses.

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not

designated as FVPL):

•they are held within a business model whose objective is to hold the financial assets and collect its

contractual cash flows; and

•the con

tractual terms of the financial assets give rise

to cash flows that are solely payments of principal

and in

terest on the principal amount outstanding.

After initial recognition, these are measured at amortised cost using the effective interest method.

Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents,

trade and most other receivables fall into this category of financial instruments.

Financial assets at fair value through profit or loss (FVPL)

Financial assets that are held within a business model other than ‘hold to collect’ or ‘hold to collect and sell’

are categorised at fair value through profit and loss. Further, irrespective of business model, financial assets

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 50


whose contractual cash flows are not solely payments of principal and interest are accounted for at FVPL. All

derivative financial instruments fall into this category, except for those designated and effective as hedging

instruments, for which the hedge accounting requirements apply.

Impairment of financial assets

The AASB 9 impairment model uses forward looking information to recognise expected credit losses - the

‘expected credit losses (ECL) model’. The application of this impairment model depends on whether there has

been a significant increase in credit risk.

The Group considers a broader range of information when assessing credit risk and measuring expected credit

losses, including past events, current conditions, reasonable and supportable forecasts that affect the

expected collectability of the future cash flows of the instrument.

In applying this forward-looking approach, a distinction is made between:

• financial instruments that have not deteriorated significantly in credit quality since initial recognition or

that have low credit risk (‘Stage 1’); and

• financial instruments that have deteriorated significantly in credit quality since initial recognition and

whose credit risk is not low (‘Stage 2’).

‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date. ‘12-

month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are

recognised for the second category. Measurement of the expected credit losses is determined by a probability-

weighted estimate of credit losses over the expected life of the financial instrument.

Trade and other receivables and contract assets

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary

course of business. They are generally due for settlement within 30 days and therefore are all classified as

current. Trade receivables are recognised initially at the amount of consideration that is unconditional unless

they contain significant financing components, when they are recognised at fair value. The Group holds the

trade receivables with the objective to collect the contractual cash flows and therefore measures them

subsequently at amortised cost using the effective interest method.

The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime

expected loss allowance for all trade receivables. In determining the recoverability of a trade or other

receivables using the expected credit loss model, the Group performs a risk analysis considering the type and

age of the outstanding receivables, the creditworthiness of the counterparty, contract provisions, letter of

credit and timing of payment.

No provision for credit losses was required to be recognised in the current period ending 30 June 2026 (2025:

nil).

Classification and measurement of financial liabilities

The Group’s financial liabilities include trade and other payables, borrowings, lease liabilities and derivative

financial instruments.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs

unless the Group designated a financial liability at fair value through profit or loss. Subsequently, financial

liabilities are measured at amortised cost using the effective interest method except for derivatives and

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 51


financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or losses

recognised in profit or loss (other than derivative financial instruments that are designated and effective as

hedging instruments).

Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the

end of each reporting period, the foreign exchange gains and losses are determined based on the amortised

cost of the instruments. Except for those foreign exchange gains and losses related to borrowings, foreign

exchange gains and losses are recognised in the ‘Other income’ or ‘Other losses’ line items in profit or loss for

financial liabilities that are not part of a designated hedging relationship. Foreign exchange gains and losses

related to borrowings are recognised in the ‘Finance Charges’ line item in profit or loss.

The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency

and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as

at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in

profit or loss for financial liabilities that are not part of a designated hedging relationship.

3.12 Care and Maintenance

When a mine moves into the care and maintenance stage, the costs of maintaining the mine are expensed in

the period as incurred unless there are future economic benefits for other operating mines.

3.13 Mine development

Mine development expenditure relates to costs incurred to access a mineral resource. It represents those

exploration and evaluation costs incurred after the technical feasibility and commercial viability of extracting

the mineral resource has been demonstrated and an identified mineral reserve is being prepared for

production (but is not yet in production).

Significant factors considered in determining the technical feasibility and commercial viability of the project

are the completion of a feasibility study, the existence of sufficient proven and probable reserves to proceed

with development and approval by the Board of directors to proceed with development of the project. Mine

development costs include direct and indirect costs associated with mine infrastructure, pre-production

development costs, development excavation, project execution costs and other subsurface expenditure

pertaining to that area of interest. Costs related to tangible surface plant and equipment, and any associated

land and buildings are accounted for as property, plant and equipment.

Development costs are carried forward in respect of areas of interest in the development phase until

commercial production commences. When commercial production commences, carried forward development

costs are transferred to Mine Properties and amortised on a units of production basis over the life of

economically recoverable reserves of the area of interest. Development assets are assessed for impairment if

an impairment trigger is identified. For the purposes of impairment testing, development assets are allocated

to CGUs to which the development activity relates.


3.14 Cash and cash equivalents

For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand and at bank,

deposits held at call with financial institutions, other short term, highly liquid investments with maturities of

three months or less, that are readily convertible to known amounts of cash and which are subject to an

insignificant risk of changes in value and bank overdrafts.

Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 52

3.15 Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently

measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the

redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest

method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the

extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred

until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility

will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period

of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged,

cancelled or expired. The difference between the carrying amount of a financial liability that has been

extinguished or transferred to another party and the consideration paid, including any non-cash assets

transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor

to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which

is measured as the difference between the carrying amount of the financial liability and the fair value of the

equity instruments issued.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement

of the liability for at least 12 months after the reporting period.

The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in

the statement of financial position, net of transaction costs.

On the issue of the convertible notes the fair value of the liability component is determined using a market

rate for an equivalent non-convertible bond and this amount is carried as a non-current liability on the

amortised cost basis until extinguished on conversion or redemption. The increase in the liability due to the

passage of time is recognised as a finance cost. The remainder of the proceeds are allocated to the conversion

option that is recognised and included in shareholders equity as a convertible note reserve, net of transaction

costs. The carrying amount of the conversion option is not remeasured in the subsequent years. The

corresponding interest on convertible notes is expensed to profit or loss.

3.16 Borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or

production of a qualifying asset are capitalised during the period of time that is required to complete and

prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial

period of time to get ready for their intended use or sale.

Other borrowing costs are expensed in the period in which they are incurred.

3.17 Equity, reserves and dividend payments

Share capital represents the fair value of shares that have been issued. Any transaction costs associated with

the issuing of shares are deducted from share capital, net of any related income tax benefits.

Other components of equity include the following:

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 53


• Share based payment reserve – comprising assessed fair value of options issued to employees,

executives, Directors and other parties

Retained earnings include all current and prior period retained profits.

Dividend distributions payable to equity shareholders are included in other liabilities if the dividends have

been being appropriately authorised and are no longer at the discretion of the entity prior to the reporting

date. All transactions with owners of the parent are recorded separately within equity.

Share based payments to other parties

Options have been issued to financiers and other parties as payment for goods and services from time to time.

The cost of these share-based payments is measured by reference to the fair value at the date at which they

are granted using an option pricing model. The options may be subject to service or other vesting conditions,

and their fair value is recognised as an expense together with a corresponding increase in other reserve equity

over the vesting period.

3.18 Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to owners of the Company, excluding

any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares

outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take

into account the after income tax effect of interest and other financing costs associated with dilutive potential

ordinary shares and the weighted average number of shares assumed to have been issued for no consideration

in relation to dilutive potential ordinary shares.

3.19 Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST

incurred is not recoverable from the taxation authority. In these circumstances the GST is recognised as part

of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the

statement of financial position are shown inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables

or payables.

Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising

from investing and financing activities which is recoverable from, or payable to, the taxation authority is

classified within operating cash flows.

3.20 Rehabilitation

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

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

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

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

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

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

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

Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 54

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

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

provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current

market assessments of the time value of money, and where appropriate the risks specific to the liability.

3.21 Pillar Two income taxes

The Group has assessed the requirements of the OECD Pillar Two global minimum tax legislation and has

determined that it is not within the scope of the Pillar Two Model Rules. Accordingly, the Group does not

expect the legislation to have an impact on its income tax position.

3.22 Significant management judgement in applying accounting policies and estimation

uncertainty

When preparing the financial statements, management undertakes a number of judgements, estimates and

assumptions about the recognition and measurement of assets, liabilities, income and expenses.

Rehabilitation provision

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

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

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

provision is constantly revised as information about the life of mine, depth of mining, level of ground

disturbance and cost estimates are updated.

Fair Value of Debt and Equity Calculation

The determination of fair value for financial instruments, including debt and equity securities, involves

significant judgment and estimation uncertainty. Management applies valuation techniques that incorporate

both observable market data and inputs. These techniques include discounted cash flow models, and option

pricing models, which require assumptions about interest rates and forecasted cash flows. Changes in these

assumptions could materially affect the reported fair values. The Group has disclosed sensitivity analyses and

valuation methodologies in note 26.


4 Segment reporting

Identification of reportable segments

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

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

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

Three operating segments have been identified:

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

ases at

Wonawinta a

nd Mt Boppy projects

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

Taranaki VTM Project

(New Zealand)

•Operations: b

eing the appraisal, development and processing of gold and silver de

posits

The

following table presents revenue and loss information regarding operating segments for the years ended

30 June 2026 and 30 June 2025.

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 55



Year ended 30 June 2026

Exploration

NZ

Exploration

Australia


Operations Total

$

Segment revenue (external customers) - - - -

Segment cost of sales - - - -

Segment operating contribution - -

Other income

- - 434,010 434,010

Expenses

(64,821) (48,511) (17,544,203) (17,657,535)

Share based payment expenses

- - (1,232,500) (1,232,500)

Foreign exchange gains / losses

- - (702,885) (702,885)

Finance income / (expenses)

- - (8,926,129) (8,926,129)

Profit / (loss) before income tax

(64,821) (48,511) (27,971,707) (28,085,039)



Year ended 30 June 2025

Exploration

NZ

Exploration

Australia


Operations Total $

Segment revenue (external customers) - - - -

Segment cost of sales - - - -

Segment operating contribution - -

Other income

- - 946,874 946,874

Expenses

(154,548) (52,505) (7,112,064) (7,319,117)

Share based payment expenses

- - - -

Foreign exchange gains / losses

- - (244,639) (244,639)

Finance income / (expenses)

- - (10,259,583) (10,259,583)

Profit / (loss) before income tax

(154,548) (52,505) (16,669,412) (16,876,465)


The following table presents segment assets and liabilities of operating segments as at 30 June

2026 and 30 June 2025.

Segment Assets

Exploration

NZ

Exploration

Australia


Operations Total

$ $ $ $

As at 30 June 2026

26,606,684 13,994,996 52,970,426 93,572,105

As at 30 June 2025

26,606,684 11,327,786 21,456,012 59,390,482


Segment Liabilities

Exploration

NZ

Exploration

Australia


Operations Total

$ $ $ $

As at 30 June 2026

14,309 1,338,301 67,901,057 69,253,666

As at 30 June 2025 -

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


Revenue and assets by geographical region

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



Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 56


5 Revenue and other income

Notes


30 June

2026

30 June

2025

$ $

(a) Operating sales revenue

Sale of mineralised ore – gold - -

Sale of mineralised ore – silver - -

Total revenue from contracts with customers - -


(b) Other income

Income from Insurance claims - -

Government grants received - -

R&D incentive - -

Other income 434,010 946,874

Total other income 434,010 946,874


6 Expenses



(a) Other expenses



30 June

2026

30 June

2025

$ $

Site administration expenses 5,113,692

-

Professional expenses 3,266,363

3,261,397

Employment expenses 6(b) 4,416,187

2,122,464

Depreciation 432,315

655,774

Other expenses 4,428,978

1,279,481

Total other expenses 17,657,535 7,319,116


(b) Employment Expenses



30 June

2026

30 June

2025

$ $

Wages and Salaries 3,852,122

1,851,164

Superannuation 393,254

192,463

Employment taxes 166,379

78,837

Other 4,432

-

4,416,187

2,122,464


(c) Foreign exchange (gains) and losses



30 June

2026

30 June

2025

$ $

Realised foreign exchange (gains)/losses 42,030

6,752

Unrealised foreign exchange (gains) / losses 660,855

237,887

Total foreign exchange (gains) / losses 702,885

244,639


Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 57

(d)Share based payment expenses

30 June

2026

30 June

2025

$$

Share based pay

ment expenses 1,232,500 -

7 Finance costs

30 June

2026

30 June

2025

Finance costs are made up of the following items: $$

Interest expense 3,460,967 4,605,479

Amortisation of prepaid borrowing costs - -

Discounting and change of rehabilitation provisions - -

Discounting impact of financial assets - -

Other finance costs 5,465,162 5,654,104

Total finance costs 8,926,129

10,259,583

8 Income tax expense

30 June

2026

30 June

2025

$$

(a) Inc

ome tax benefit recognised in the income statement

Current tax

- -

Deferred tax

- -

Income tax as reported in the statement of comprehensive income

- -

(b) Reconciliation of income tax expense to prima facie tax payable

The prima facie income tax expense on pre-tax accounting loss from

operations reconciles to the income tax expense in the financial

statements as follows:

Profit / (loss) from ordinary activities before income tax expense (28,085,039) (16,876,465)

Tax at the Australian rate of 25% (2025: 30%) (7,021,260) (5,062,940)

Increase / (decrease) in income tax due to:

Temporary differences(787,980) 3,762,323

Permanent differences(6,573) 22,085

Unused tax losses not recognised (7,815,813) 1,278,532

Income tax expense - -

(c) Tax losses carried forward

Carried forward taxable losses99,410,149 91,846,336

The Company has no available franking credits.

Potential deferred tax assets attributable to tax losses and other temporary differences have not been brought

to account as at 30 June 2026, because the directors do not believe it is appropriate to regard realisation of

the deferred tax assets as probable at this point in time. These benefits will be obtained if:

•The Company derives future assessable income of a nature and an amount sufficient to enable the

benefit from the deductions for the expenditure to be realised; and

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 58


• No changes in tax legislation adversely affect the Company in realising the benefit from the deductions

for the expenditure.


9 Auditor remuneration

During the year the following fees were paid or payable for services provided by the auditor of the parent

entity, its related practices and non-related audit firms:



30 June

2026

30 June

2025

$ $

Audit of financial statements

RSM Australia – audit and review of financial reports 110,000 95,000

- -

Remuneration from audit of financial statements 110,000 95,000

Other services - Taxation 40,000 -

Total other services remuneration 40,000 -

Total auditor’s remuneration 150,000 95,000


10 Dividends

No dividends for the year ended 30 June 2026 (2025: Nil) have been declared or paid to shareholders by the

Company.

11 Cash and cash equivalents



30 June

2026

30 June

2025

$ $

Cash and cash equivalents comprise the following:

Cash at bank and in hand 7,848,206 968,645

Cash and cash equivalents as shown in the statement of

financial position and the statement of cash flows


7,848,206 968,645


Cash at bank and in hand is non-interest bearing.

12 Trade and other receivables



30 June

2026

30 June

2025

$ $

Current

Trade receivables -

1,348

Other receivables – [Goods & Services Tax] 247,942 7,348

Total trade and other receivables 247,942 8,696


13 Prepayments

Prepayments consist of the following:



30 June

2026

30 June

2025

$ $

Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 59

Current prepaid insurances 193,399 -

Other prepayments 187,157 34,472

Prepayments at cost 380,55634,472

14 Inventories

30 June

2026

30 June

2025

$$

Consumables, s

upplies and spares 398,993237,899

Ore stockpiles 1,261,235-

Inventories at cost or net realisable value 1,660,228 237,899

15 Development assets and mine properties

30 June

2026

30 June

2025

$$

Developm

ent assets at cost 197,500197,500

Rehabilitation cost estimates - -

Accumulated impairment (182,767) (182,767)

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

Net carrying amount - -

Mine properties at cost 7,233,0257,233,025

Accumulated impairment - -

Accumulated amortisation (7,053,708) (6,603,125)

Net carrying amount 179,317 629,900

Total development assets and mine properties at cost 7,430,525 7,430,525

Rehabilitation cost estimates- -

Accumulated impairment(182,767) -

Accumulated amortisation(7,068,441) (6,800,625)

Total net carrying amount 179,317 629,900

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 60


The following tables show the movements in development assets and mine properties:




30 June

2026

30 June

2025

$ $

Development assets

Opening carrying value - 238,805

Discounting and change of rehabilitation provisions - (238,805)

Additions at cost - -

Impairment of development assets - -

Closing carrying value net of accumulated amortisation - -


Mine properties


Opening carrying value 629,900 639,680

Discounting and change of rehabilitation provisions

(440,582) -

Additions / (disposals) at cost

(10,000) (9,780)

Amortisation charge for the year

- -

Closing carrying value net of accumulated amortisation 179,318 629,900


Total development assets and mine properties at cost

Opening carrying value 629,900

878,485

Discounting and change of rehabilitation provisions

(440,582) (238,805)

Additions / (disposals) at cost

(10,000) (9,780)

Amortisation charge for the year

- -

Total closing carrying value net of accumulated amortisation 179,318 629,900



16 Exploration and evaluation assets

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

30 June

2026

30 June

2025

$ $

Exploration assets

Opening net book amount 37,934,470

36,549,107

Transfer to development assets

- -

Foreign currency translation

22,349 399,149

Exploration and evaluation costs during the year (a) 680,567

986,214

Net book value 38,637,386 37,934,470


(a) During the period the Company’s geological team has continued to implement, the exploration work

programmes established from the Company’s Strategic Exploration Review.


Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 61

17 Property, plant and equipment

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

Land IT Equipment

Plant &

Equipment

Fixtures &

Fittings

Motor

VehiclesTotal

$ $$$$$

Year ended 30 June 2025

Opening net book value

754,994

7,652

13,650,517 42,504 436,233 14,891,900

Additions

-2,888- - - 2,888

Disposals

-- (706,488)

-

(43,377)(749,865)

Depreciation

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

Closing net book value

754,994

7,520

12,615,876 33,766 340,667 13,752,823

Balance 30 June 2025

Cost

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

Depreciation-

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

Net book value

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

Year ended 30 June 2026

Opening net book value

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

Additions

144,763 42,523 2,652,525 33,107 881,842 3,754,760

Disposals

-

(2,594)(409,546) -(888)(413,028)

Depreciation

-

(12,814)(231,578) (9,090) (55,612)(309,094)

Closing net book value 899,757

34,635 14,627,277 57,783 1,166,009 16,785,461

Balance 30 June 2026

Cost899,757

139,518 18,843,909 113,703 1,582,462 21,579,349

Depreciation-

(104,883) (4,216,632)(55,920) (416,453) (4,793,888)

Net book value 899,757

34,635 14,627,277 57,783 1,166,009 16,785,461

17.1 New & Updated Circuit

During the financial period the company entered into a contract with Bond Equipment for the supply of the

Deslime plant. The cost of the Deslime plant and refurbishment of the existing Wonawinta is expected to take

approximately 8 months. During this time costs are capitalised as Work In Progress (WIP) and will be

transferred to Plant & Equipment on completion. At balance date $19,031,379 (2025: $nil) has been incurred.

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 62



18 Right-of-use assets and liabilities

Leases

The Group has one lease contract, for office premises which commenced on 1 March 2025. It has a lease term

of three years with no option to extend, and a 3.75% rent increase each year.


Short term lease expenses

The Group applies the short-term lease recognition exemption allowed in AASB16 to its short-term leases (i.e.

those leases that have a lease term of 12 months of less from the commencement date and do not contain a

purchase option). There are no short-term lease expenses during the period to which this exemption has been

applied.


Set out below are the carrying amounts of right-of-use asset recognised and the movements during the period.




30 June

2026

30 June

2025

$ $

Balance at start of period 334,568

128,629

Additions - 469,614

Depreciation (128,982) (263,675)

Closing net book value 205,586 334,568


Set out below is the carrying amount of lease liability.



30 June

2026

30 June

2025

$ $

Balance at start of period 342,792

141,195

Additions - 376,389

Accretion of interest (included in finance expenses) 30,421

61,281

Payments

(144,750) (236,073)

Closing balance lease liabilities 228,463 342,792


Current 151,207 111,183

Non-current 77,256

231,609


19 Financial assets and liabilities

19.1 Categories of financial assets and financial liabilities

The carrying amounts of financial assets in each category are as follows:





30 June

2026

30 June

2025

Notes $ $

Financial assets at amortised cost

Cash and cash equivalents 11 7,848,206

968,645

Trade and other receivables 12 247,942

8,696

Other financial assets 19.3 8,596,044

5,496,357

Total financial assets at amortised cost 16,692,192

6,473,698


Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 63

The carrying amounts of financial liabilities in each category are as follows:

30 June

2026

30 June

2025

Notes$$

Financial lia

bilities at amortised cost

Trade and other payables 20 14,957,654

8,467,206

Lease liabilities 18 228,463

342,792

Borrowings – Senior secured debt facility 19.2(a) 38,161,064

-

Borrowings – Ranking behind senior secured debt facility 19.2(b) 5,504,937

16,675,319

Borrowings – Toyota Finance 19.2(c) 745,126

-

Borrowings – Caterpillar Finance 19.2(d) 1,816,436

-

Borrowings – GE Leasing 19.2(e) 46,967

-

Borrowings - Other -

4,087,083

Borrowings – Related party loans 19.2(f) -

273,242

B

orrowings – Former senior secured debt facility -

19,341,010

Total financial liabilities 61,460,647

49,186,652

19.2 Borrowings

Borrowings include the following financial liabilities:

30 June

2026

30 June

2025

$$

Cu

rrent

Working capital facility 19.2(b) -

16,675,319

Other loans

19.2(c) -

3,988,478

Borrowings – Toyota Finance

19.2(c) 118,604

-

Borrowings – Caterpillar Finance 19.2(d) 548,325

-

Borrowings – GE Leasing 19.2(e) 46,967

-

Related party loans 19.2(f) -

273,242

Senior secured debt facility 19.2(g)

-19,341,010

Total current borrowings 713,896

40,278,049

Non-current

Senior secured debt facility 19.2(a) 38,161,064 -

Ranking behind senior secured debt facility 19.2(b) 5,504,937 -

Other loans 19.2(c) -98,605

Borrowings – Toyota Finance 19.2(c) 626,522 -

Borrowings – Caterpillar Finance 19.2(d) 1,268,111 -

Total non-current borrowings 45,560,634 98,605

Total borrowings 46,274,530 40,376,654

All borrowings are denominated in Australian Dollars except for the Senior Secured Debt Facility and the

Tennant Metals working capital facility, which are denominated in US Dollars.

(a)

On 27 February 2026, the Company entered a definitive loan agreement for a US$30 million senior secured

term facility wi

th US global resource fund Nebari Natural

Resources Credit Fund II LP. The funds were

provided in

two Tranches with both Tranches having a maturity date of 48 months from the closing da

te.

Interest is pa

yable monthly in arrears equal to 1-month Secured Overnight Financing Rate (SOFR) + 8.

5%.

Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 64

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

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

(b)

During the financial period the Company entered into new agreements with an existing Working Capital

Facility

provider (Tennant Metals). The new agreements provided for a US$3.0 million term

facility and

US$4.0

million working capital facility. Both facilities are payable two years from the e

ffective date and

have an

interest rate of 14

%.

In addition, AU$6.43 million of the

existing Tennant Metals facility was converted to fully paid ordi

nary

shares in t

he company at 7.5 cents.

(c)

During the financial period the Company entered into 13 vehicle financing agreements with Toyota

Finance. Each agreement is for a term of 60 months at an interest rate of between 7.49% and 7.99%.

(d)

(e)

(f)

On the 24

th of

June the Company entered a financing arrangement with Caterpillar Finance to finance the

purchase of 6

x Caterpillar Gensets. The term of the loan is 4 years at an

interest rate of 8.99%.

On the 30

th of

June the company entered into a financing agreement with GC Leasing to fund the purchase

of a T40

Digger. The term of the loan is 4.5 years, and the interest rate is

12%.

The loan

provided by ResCap Investments Pty Ltd includes the opening balance of funds provided in 20

25

plus workin

g capital drawn down during FY2026. All amounts were repaid during the current financia

l

period.

(g)

The Company signed a debt facility agreement (Senior Secured Debt Facility) with TransAsia Private Capital

Limited (TPC)

during July 2019. The interest rate attributable to this facility is 12.5% per annum payabl

e

quarterly

, with service and management fees of 2.0% per annum. On the 23rd September 2025 the de

bt

instrument was assigned to existing (non-rel

ated) shareholders utilising a trust structure (Trust Debt). Th

e

Company reim

bursed the Trust Debt for market related fees & expenses in consider

ation for the extension.

The facility was repaid on the 27 Februar

y

2025.

Security


The Senior secured debt facility is secured by first-ranking security interests over all present and after-acquired

property of the Company and Mt Boppy Resources Pty Ltd, under a General Security Deed. That deed is a floating

charge over circulating assets and a fixed charge over all other assets. The security includes:

-mortgages over the Group's mining tenements under the Mining Act 1992 (NSW), for the Wonawinta and Mt

Boppy projec

ts

-real propert

y mortgages over the Mt Boppy freehold land and the Wonawinta Crown le

ase

-mortgages

over the Group's

water access licences

-a general security deed from

Trans-Tasman Resources Ltd, and specific security over the Company's sh

ares in

that e

n

tity

Mt Boppy

Resources Pty Ltd and Trans-Tasman Resources Ltd also jointly and severally guarantee the facility. The

Group cannot dispose of or create further security over the secured assets without the lender's consent, apart from

permitted dealings in the ordinary course of business.

19.3 Other financial assets

Notes

30 June

2026

30 June

2025

$$

Other financial assets comprise the following:

Current assets at cost

Mt Boppy Resources - deposit for exploration bond -21,000

Total current other financial assets -21,000

Non-current assets at amortised cost

Manuka Resources - Deposit for environmental bond (a)6,967,000

4,279,284

Mt Boppy Resources – Deposit for environmental bond (b)1,387,000

1,044,191

Mt Boppy Resources - deposit for exploration bond 10,000 -


Security Deposit - NZX 32,044 -

Term Deposit (a)200,000

151,882

Total non-current other financial assets

8,596,044 5,475,357

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 65


Total other financial assets


8,596,044 5,496,357


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

19.4 Other financial instruments

The carrying amount of the following financial assets and liabilities is considered a reasonable approximation

of fair value due to the short-term nature of the financial instruments:

• Trade and other receivables

• Cash and cash equivalents

• Trade and other payables

• Other current financial assets


19.5 Fair Value Hierarchy

The Group had no financial assets and liabilities carried at fair value in the statement of financial position or

measured at fair value through profit or loss during the period.

20 Trade and other payables



30 June

2026

30 June

2025

$ $

Current

Trade creditors 5,706,584

7,215,770

Other creditors and accruals 9,251,070

1,251,436

Total trade and other payables 14,957,654

8,467,206


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

are considered to be a reasonable approximation of fair value.

21 Provisions

Notes


30 June

2026

30 June

2025

$ $

Current

Provision for annual leave 389,845 294,699

Total current provisions 389,845 294,699


Non-current

Provision for long service leave 132,085

106,808

Rehabilitation provisions 21.1

7,271,096 7,513,935

Total non-current provisions 7,403,181

7,620,743

Total provisions

7,793,026 7,915,442


21.1 Rehabilitation provisions

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

30 June

2026

30 June

2025

$ $

Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 66

Rehabilitation provisions

Manuka Resources Ltd (Wonawinta project)

5,932,795 6,175,633

Mt Boppy Resources Ltd

1,338,302 1,338,302

Total rehabilitation provisions

7,271,096 7,513,935

Set out below are the movements of the rehabilitation provision during the period.

30 June

2026

30 June

2025

$$

Carrying amount at start of year 7,513,9357,979,254

Re-assessment of provision(242,838) (465,319)

Payments--

Net impact of inflation and discounting - -

Carrying amount at end of year

7,271,096 7,513,935

Provisions made for rehabilitation are

recognised where there is a present obligation as a result of exploration,

development or ground disturbance (project development, mining) activities having been undertaken, and it

is probable that an outflow of economic benefits will be required to settle the obligation. The estimated future

obligations include the costs of dismantling certain plant and equipment, cessation of mining activities,

capping of any tailing’s dams, profiling waste dumps and restoring the affected areas over a period of time.

The provision for future rehabilitation costs is the best estimate of the present value of the expenditure

required to settle the obligation at the reporting date, based on a schedule of rates provided by the NSW

Resources Regulator in their Rehabilitation Cost Estimation tool as updated from time to time. Future

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

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

rehabilitation costs relating to exploration and development activities is capitalised as a cost of those activities.

If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax

rate that reflects current market assessments of the time value of money, and where appropriate the risks

specific to the liability. The fair value of the rehabilitation provision for Manuka Resources has been calculated

with reference to an inflation rate of 3.8% (2025: 2.5%) and a discount rate of 5.11% (2025: 3.87%) over 10

years (2025: 8 years). With the recommencement of processing at Mt Boppy forecast not to continue

immediately, the rehabilitation provision has been calculated with reference to an inflation rate of 3.8% (2025:

2.5%) and a discount rate of 5.11% (2025: 3.42%) over 10 years (2025: 4 years).

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

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

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

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

updated.

22 Equity

22.1 Share capital

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

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

and, in the event of a winding up, to participate in the proceeds from sale of all surplus assets in proportion

to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote,

either in person or proxy, at meetings of Manuka Resources Limited.

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 67



30 June

2026

30 June

2025

30 June

2026

30 June

2025

# Shares # Shares $ $

Shares issued and fully paid:

• At beginning of period

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

• Share issue 12 July 2024

(a)


17,488,481 253,000

• Share issue 28 November 2024

(b)


31,000,000 1,000,000

• Share issue 4 June 2025

(c)


22,800,000 445,789

• Share issue 05 Aug 2025

(d)


231,817,184


11,112,600


• Share issue 08 Oct 2025

(e)


2,000,000


100,800


• Share issue 24 Oct 2025

(f)


5,000,000


252,000


• Share issue 27 Oct 2025

(g)


34,441,027


2,583,077


• Share issue 13 Nov 2025

(h)


3,000,000


151,200


• Share issue 28 Nov 2025

(i)


2,000,000


120,000


• Share issue 03 Dec 2025

(j)


165,558,973


12,416,923


• Share issue 05 Dec 2025

(k)


250,000


15,000


• Share issue 05 Dec 2025

(l)


85,733,333


6,430,000


• Share issue 17 Dec 2025

(m)


21,137,409


908,909


• Share issue 17 Dec 2025

(n)


13,913,200


598,267


• Share issue 19 Dec 2025

(o)


6,140,921


460,569


• Exercise of MKR022 series options

(p)


132,017,454 7,921,049

• Exercise of MKR024 series options

(q)


5,000,000 201,900

• Exercise of MKR025 series options

(r)


25,000,000 1,500,000

• Exercise of MKR026 series options

(s)


1,000,000 60,000

• Exercise of MKR027 series options

(t)


4,000,000 400,000

• Exercise of MKR021 series options

(u)


2,000,000 164,200

• Exercise of MKR020 series options

(v)


5,000,000 417,000

• Share issue 26 March 2026

(w)


8,240,524 1,091,869

• Transfer from share option reserve for exercised

options

923,084

• placement expenses

- - (3,000,719) (147,148)

Total share capital at end of period 1,586,817,694 833,567,669 117,776,181 72,948,453


a) On 12 July 2024 17,488,481 ordinary shares were issued, to raise $253,000 as well as $480,000 and $316,309 in June

2024. This is also part of the capital raise related to the 28 June 2024 issuance in the previous financial year.

b) On 28 November 2024, 31,000,000 shares were issued in relation to the conversion of Convertible Notes. The funds

were utilised to support working capital.

c) On 4 June 2025, 22,800,000 shares were issued as collateral and security following the receipt of $1,250,000 in

funding via the issue of Convertible Notes in November 2024 and June 2025.

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

non-renounceable entitlement offer and associated share issuances to sub-underwriters and service providers at

an issue price of $0.0479 per share. Proceeds were applied toward working capital and corporate purposes.

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

rank equally with existing fully paid ordinary shares.

Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 68

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

price of

$0.0504 per share. The shares rank equally with existing fully paid ordinary shares

.

g)On 27

October 2025, the Company issued 34,441,027 ordinary shares pursuant to a

placement to sophisticated and

professional investors at an issue price of

$0.075 per share. Proceeds

were applied toward working capital and

project

development ac

tivities.

h)On 13 Novem

ber 2025, the Company issued 3,000,000 ordinary shares pursuant to the exercise of options. Th

e

shares rank equally with existing fully paid ordinary s

h

ares.

i)On 28 November 2025, the

Company issued 2,000,000 ordinary shares pursuant to the exercise of options at

an

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

j)On

3 December 2025, the Company issued 165,558,973 ordinary shares pursuant to a placement approved by

shareholders at the Company’s 2025 Annual General Meeting at an issue

price of $0.075 per share.

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

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

ares.

l)On

5 December 2025, the Company issued 85,733,333 ordinary shares in satisfaction of

an existing trade finance

facility of appr

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

facility.

m)On 17

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

per share

in full satisfaction of a short-term loan facility.

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

loans in accor

dance with their terms approved by shareholders. The shares rank equally with existing fully paid

ordinary shares

.

o)On 19 Decem

ber 2025, the Company issued 6,140,921 ordinary shares pursuant to a placement to a non-related

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

poses.

p)During the peri

od January 2026 & May 2026 132,017,454 options were exercised, for the issue of 132,017,454 full

y

paid or

dinary shares in the Company at an exercise price of $0.06 raising $7.9 million

before costs.

q)During the per

iod January 2026 & June 2026 5,000,000 options were exercised, for the issue of 5 million fully paid

ordinary shares in the Company at an exercise price of $0.0411 raising $201,900 before

costs.

r)During

the period January 2026 & May 2026 25,000,000 options were exercised, for the issue of 25 million fully paid

ordinary shares in the Company at an exercise price of $0.06 raising

$1.5 million before costs.

s)During the

period January 2026 & May 2026 1,000,000 options were exercised, for the issue of 1 million fully

paid

ordinary shares in the Company at an exerci

se price of $0.06 raising $60,000 before

costs.

t)During the period January 2026 & June 2026 4,000,000 options were exercised, for the issue of 4 million fully paid

ordinary shares in the Company at an exercise price of $0.10 raising $

400,000 before costs.

u)During the

period January 2026 & March 2026 2,000,000 options were exercised, for the issue of 2 million full

y paid

ordinary shares in the Company at an exerci

se price of $0.0821 raising $164,200 before

costs.

v)During the month of January 2026

5,000,000 options were exercised, for the issue of 5 million fully paid ordi

nary

shares in the C

ompany at an exercise price of $0.0834 raising $417,000 before costs.

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 69


w) On the 26 March 2026, following the settlement of the secured debt facility, unit trust holders were issued 8,240,524

fully paid ordinary shares in the Company at an issue price of $0.1325.

22.2 Movements in options on issue or granted


Number of Options

2026 2025

Beginning of the financial year 207,770,048 108,491,605

Issued, exercisable at $0.06 on or before 15 May 2026 87,789,962

Issued, exercisable at $0.06 on or before 15 May 2026 17,488,481

Issued, exercisable at $0.06 on or before 29 May 2026 1,000,000

Issued, exercisable at $0.06 on or before 31 May 2026 22,000,000

Issued, exercisable at $0.06 on or before 31 May 2026 3,000,000

Unexercised options expired 31 December 2024 (12,000,000)

Unexercised options expired 19 April 2025 (2,000,000)

Unexercised options expired 30 June 2025 (1,000,000)

Unexercised options expired 30 September 2024 (5,000,000)

Unexercised options expired 15 December 2024 (4,000,000)

Unexercised options expired 31 March 2025 (4,000,000)

Unexercised options expired 30 June 2025 (4,000,000)

Issued Options. Exercise price $0.06 Expire 15 May 2026 27,826,400

Issued Options. Exercise price $0.10 Expire 7 Aug 2028 40,000,000

Directors Options Exercise price $0.15 Expire 16 Dec 2027 42,500,000

Exercise of Options. Exercise price of $0.06 on or before 16 May 2026 (134,267,454)

Exercise of Options. Exercise price of $0.0411 on or before June 2026 (5,000,000)

Exercise of Options. Exercise price of $0.06 on or before 31 May 2026 (25,000,000)

Exercise of Options. Exercise price of $0.06 on or before 29 May 2026 (1,000,000)

Exercise of Options. Exercise price of $0.10 on or before 7 August 2028 (4,000,000)

Exercise of Options. Exercise price of $0.821 on or before 31 Mar 2026 (2,000,000)

Exercise of Options. Exercise price of $0.834 om or before 24 Jan 2027 (5,000,000)

Exercise of Options. Exercise price of $0.0504 17 Nov 2025 (10,000,000)

Issue of Options exercisable at $0.12 on or before 11 December 2026 22,500,000

Issue of Options exercisable at $0.2004 on or before 25 March 2030 36,423,612

Issue of Options exercisable a $0.1357 on or before 26 June 2030 8,232,731

Unexercised options expired 16 December 2025 (19,571,419)

Unexercised options expired 31 December 2025 (25,757,575)

Unexercised options expired 31 March 2026 (3,000,000)

End of the financial year 150,656,343 207,770,048



Options over ordinary shares have been granted to employees and Directors from time to time, on a

discretionary basis. In addition, options have been issued to financiers and other parties as payment for goods

and services. The cost of these options is measured by reference to the fair value at the date at which they are

granted using an option pricing model. The options may be subject to service or other vesting conditions, and

their fair value is recognised as an expense together with a corresponding increase in other reserve equity

over the vesting period.

Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 70

The weighted average fair value of the options granted during the year was 8.1 cents. The fair values were

determined using a variation of the binomial option pricing model that takes into account factors such as the

vesting period, applying the following inputs:

30 Ju

ne

2026

30 June

2025

Weighted average exercise price (cents) 14 8

Weighted average life of the option (years) 2.1

1.5

Weighted average underlying share price (cents) 8

4

Weighted average expected share price volatility 100%

89%

Weighted average risk free interest rate

4.00% 4.33%

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

30 June 2026 30 June 2025

# Options

Weighted

average exercise

price cents # Options

Weighted

average exercise

price cents

Beginning of the year

207,770,0488

108,491,605

14

Granted177,482,743 13

131,278,443 6

Forfeited--

- -

Exercised(186,267,454) (6)

--

Expired(48,328,994) (13)

(32,000,000)(21)

Outstanding at year end 150,656,34314 207,770,0488

Exercisable at year end 150,656,343 14 207,770,048 8

The weighted average remaining contractual life of share options outstanding at the end of the financial year

was 2.1 years (2025: 1.5 years), and the weighted average exercise price is 14 cents (2025: 8 cents).

22.3 Capital management policies and procedures

Management’s objectives when managing the capital of the company are to maintain a good debt to equity

ratio, provide the shareholders with adequate returns and to ensure that the company can fund its operations

and continue as a going concern.

The Company’s capital includes ordinary share capital, short-term borrowings, and financial liabilities,

supported by financial assets.

Management effectively manages the Company’s capital by assessing the Company’s financial risks and

adjusting its capital structure in response to changes in these risks and in the market. In making decisions to

adjust its capital structure the company considers not only its short-term position but also its long-term

operational and strategic objectives. In order to maintain or adjust the capital structure, the Company may

return capital to shareholders, pay dividends to shareholders or issue new shares.

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 71


23 Reconciliation of cash flows from operating activities

(a) Details of the reconciliation of cash flows from operating activities are listed in the following table:

30 June

2026

30 June

2025

$ $

Cash flows from operating activities

Profit / (loss) for the period (28,085,039) (16,876,465)

Adjustments for non-cash items:

• depreciation and amortisation 438,085 (272,776)

• discounting of provisions and financial assets - 1,583,412

• sale of assets (cash and non-cash) 201,433 (12,984)

• share/option based payments to directors 1,232,500 -

• share/option based payments to suppliers and financiers - 224,820

• accretion of interest and finance costs 5,698,728 8,926,005

• unrealised foreign exchange 938,645 218,404


Change in operating assets and liabilities:

• change in trade and other receivables (239,246) 5,636

• change in prepayments (346,084) 20,211

• change in inventories (1,422,329) (11,448)

• change in trade, other payables and related party advances (4,759,553) 1,432,094

• change in provisions 227,231 (440,294)

Net cash used in operating activities (26,115,637) (5,203,385)


(b) The Company has undertaken a number of non-cash investing and financing activities. Details of the non-

cash financing activities which have resulted in the issue of shares are outlined above at Note 23(a). In

addition, the Company has issued or granted options in respect of non-cash financing and investing

activities as outlined in the table below.


30 June 2026 30 June 2025

# options $ # options $

Options issued to finance provider in respect of

financing and extension of financing

• Borrowings – capitalised finance expenses

• Finance costs



-

86,326,398



-

1,640,660



25,000,000

1,000,000



216,230

8,590

Options issued pursuant to share placement

• Other contributed equity


-


-


105,278,443


-

Total Options 86,326,398 1,640,660 131,278,443 224,820


Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 72

24 Earnings / (Loss) per share

30 June

2026

30 June

2025

$$

P

rofit / (loss) attributable to the owners of the Company used in calculating

basic and diluted loss per share (28,085,039)(16,876,465)

No o

f shares No of shares

Weighted average number of ordinary shares used as the denominator in

calculating basic and diluted loss per share * 1,265,348,302 799,187,468

Cents per share Cents per share


Basic earnings / (loss) per share

(2.22) (2.11)

Diluted earnings / (loss) per share (a)

(2.22) (2.11)

(a) As the Group made a loss for the year ended 30 June 2026, none of the potentially dilutive securities were

included

in the calculation of diluted earnings per share for that year. These securities could potentially dilute

basic earnings per share

in the future.

* In accorda

nce with AASB 133 paragraph 26, the weighted average number of shares outstanding during

the

period a

nd for all periods presented shall be adjusted for events (such as a share consolidation) that have

changed the number of shares outstanding without a corresponding change in

resources.

25 Reserves

25.1 Share based payments

Options over ordinary shares have been granted to employees and Directors from time to time, on a

discretionary basis. The cost of these share-based payments is measured by reference to the fair value at the

date at which they are granted using an option pricing model. The options may be subject to service or other

vesting conditions, and their fair value is recognised as an expense together with a corresponding increase in

other reserve equity over the vesting period.

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

2026

Director Grant Date Expiry Date Exercise

Price

Balance at

start of the

year

Granted Expired Balance at

end of the

year

Value ($)

Dennis Karp 27/11/2025 27/11/2027 $0.15 - 20,000,000 - 20,000,000 $580,000

Alan Eggers 27/11/2025 27/11/2027 $0.15- 20,000,000- 20,000,000 $580,000

A McPaul 26/06/2024 15/05/2026 $0.06 620,944 - (620,944) - -

John Seton 27/11/2025 27/11/2027 $0.15 - 2,500,000 - 2,500,000 $72,500

John Seton 26/06/2024 15/05/2026 $0.06 541,667 - (541,667) - -

Total1,162,611 42,500,000 (1,162,611) 42,500,000 $1.232,500

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 73


2025

Director Grant Date Expiry Date Exercise

Price

Balance at

start of the

year

Granted Expired Balance at

end of the

year

Value ($)

A McPaul 26/06/2024 15/05/2026 $0.06 620,944 - - 620,944 $7,692

John Seton 26/06/2024 15/05/2026 $0.06 541,667 - - 541,667 $6,710

Alan Eggers 24/11/2022 31/12/2024 $0.35 12,000,000 - (12,000,000) - -

Total 13,162,611 - (12,000,000) 1,162,611 $14,402


Set out below are the options exercisable at the end of the financial year:

Grant Date Expiry Date 2026 Number 2025 Number

27/11/2025 27/11/2027 42,500,000 -

26/06/2024 15/05/2026 - 1,162,611

Total 42,500,000 1,162,611

The weighted average share price during the financial year was $0.10 (2025: $0.03). The weighted average

remaining contractual life of options outstanding at the end of the financial year was 1.41 years (2025:0.87).

For the options granted in the current financial year, the valuation inputs used to determine the fair value at

the grant date are as follows:

Grant Date Expiry Date Share price at

Grant Date

Exercise Price Expected Volatility Interest Rate

27/11/2025 27/11/2027 $0.07 $0.15 110% 3.60%


The Company has elected to reclassify the value of the expired options from the reserve to retained earnings

to ensure the reserve balance reflects the value of unexpired options on 30 June 2026. On 30 June 2026 the

total value of the share option reserve is $1,279,639 (2025: $1,701,146).

25.2 Other Reserves

The Other Reserves includes foreign currency translation reserve and a Warrant derivative reserve:

30 June

2026

30 June

2025

$ $

Other Reserves

Foreign Currency translation reserve

(117,773) 358,475

Warrant Derivative reserve

3,726,185 -

Total Other Reserves

3,608,412 358,475


Foreign currency translation reserve – records exchange differences arising on translation of the financial

statements of the Group's foreign operation, Trans-Tasman Resources Ltd, into Australian dollars.

Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 74

Warrant derivative reserve – records the portion of the proceeds of the senior secured debt facility with Nebari

Natural Resources Credit Fund II, LP allocated to the warrants issued to the lender's nominee, Nebari Natural

Resources AIV II, LP, as part of that financing. Refer to Note 19.2(a).

The fair value of the warrants on 30 June 2026 is $3,726,185 (2025: $nil).

The Loan Note Subscription Agreement requires the Company to issue the warrants to the lender (or its

nominee)

in consideration for the lender providing the facility. The warrants were issued under a Warrant

Subscription Agreement and Warrant Deed Poll. Their key terms are:

Tranche 1 warrants Tranche 2 warrants

Issue date 27 February 2026 29 June 2026

Number of

warrants

36,423,612

8,232,731

Exer

cise price $0.2004 $0.1357

Expiry date 27 February 2030 29 June 2030

Vesting

Immediately exercisable, in whole or in

part, until expiry

Immediately exercisable, in whole or in part,

until expiry

Each warrant entitles the holder to subscribe for one fully paid ordinary share in the Company at the exercise

price. The warrants carry no voting or dividend rights, are not quoted, and lapse if not exercised by the expiry

date. No warrants were exercised or lapsed during the year, and all 44,656,343 warrants were outstanding

and exercisable at 30 June 2026.

Valuation of the warrants

The warrants were measured at fair value at their issue dates using a Black-Scholes option pricing model, with

the following inputs:


Tranche 1

Tranche 2

Valuation date 27 February 2026 29 June 2026

Share price at valuation date $0.135 $0.08

Exercise price $0.2004 $0.1357

Expected life (years) 4.0 4.0

Expected volatility 100% 102%

Risk-free interest rate 4% 4%

Dividend yield Nil Nil

Fair value per warrant $0.091 $0.05

Total fair value $3,314,549 $411,637

Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 75

26 Financial risk management

General objectives, policies and processes

In common with all other businesses, the Company is exposed to risks that arise from its use of financial

instruments. This note describes the Company’s objectives, policies and processes for managing those risks

and the methods used to measure them. Further quantitative information in respect of these risks is presented

throughout these financial statements.

There have been no substantive changes in the Company’s exposure to financial instrument risks, its

objectives, policies and processes for managing those risks or the methods used to measure them from

previous periods unless otherwise stated in this note.

Activities undertaken by the Company may expose the Company to market risk (including gold price risk,

currency risk and interest rate risk), credit risk and liquidity risk. The Board has overall responsibility for the

determination of the Company’s risk management objectives and policies and, whilst retaining ultimate

responsibility for them, it has delegated the authority to its finance team, for designing and operating

processes that ensure the effective implementation of the objectives and policies of the Company. The

Company’s risk management policies and objectives are therefore designed to minimise the potential impacts

of these risks on the results of the Company where such impacts may be material. The Board receives regular

updates from Management through which it reviews the effectiveness of the processes put in place and the

appropriateness of the objectives and policies it sets.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly

affecting the company’s competitiveness and flexibility.

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 76


At 30 June 2026, the Company held the following financial instruments:



30 June

2026

30 June

2025

Financial assets $ $

Cash and cash equivalent 7,848,206

968,645

Trade and other receivables 247,942

8,696

Other financial assets 8,596,044

5,496,357

Total financial assets 16,692,192

6,473,698


Financial liabilities

Trade and other payables 14,957,654

8,467,206

Related party loans -

273,242

Other interest-bearing loans (net of borrowing costs) 46,274,530

40,103,412

Lease liabilities 228,463

342,792

Total financial liabilities 61,460,647

49,186,652


The fair value of current and non-current financial instruments is assumed to approximate their carrying value.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, commodity prices, interest

rates and equity prices will affect the consolidated entity income or the value of its holdings of financial

instruments.

The Group is exposed to the risk of fluctuations in prevailing market commodity prices on the gold and silver

produced from its silver and gold mines. The Group does not have any physical gold or silver delivery contracts

in place as at 30 June 2026 (30 June 2025: Nil).

Derivative financial instruments and hedge accounting

Derivatives are only used for economic hedging purposes and not as speculative investments.

Changes in the market gold price will affect the derivative valuation at each reporting date. The objective of

market risk management is to manage and control market risk exposures within acceptable parameters, while

optimising the return. The consolidated entity enters into derivative financial instruments to hedge such

transactions.

The Company’s risk management policy is to hedge between 0% to 60% of forecast gold/silver sales in local

currency over a rolling 24-month period. As at 30 June 2026 the Company had no hedge positions in place

(2025: Nil).

Commodity price sensitivity

The carrying amount of derivative financial instruments are valued using appropriate valuations models with

inputs such as forward gold or silver prices. There were no open derivative instruments as at 30 June 2026

(2025: Nil). The accounting policy for derivative financial instruments and hedge accounting is outlined above.


Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative

instruments that do not qualify for hedge accounting are recognised immediately in the income statement.

The Company did not enter into any fair value hedges in 2026 (2025: Nil).

Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 77

Credit risk

Credit risk is the risk that the other party to a financial instrument will fail to discharge their obligation resulting

in the Company incurring a financial loss. This usually occurs when debtors fail to settle their obligations owing

to the Company. The policy of the Company is that sales are only made to customers that are credit worthy.

Credit limits for each customer are reviewed and approved by Management.

Receivable balances are monitored on an ongoing basis. For the financial year the company had no sales

revenue therefore no key customers.

The maximum exposure to credit risk at balance date in relation to each class of financial asset is the carrying

amount of those assets, which is net of impairment losses. Refer to the summary of financial instruments table

above for the total carrying amount of financial assets.

Liquidity risk

Liquidity risk is the risk that the Company may encounter difficulties raising funds to meet commitments

associated with financial instruments, e.g. borrowing repayments. Prudent liquidity risk management implies

maintaining sufficient cash and ensuring the availability of funding through an adequate amount of committed

credit facilities.

The Company manages liquidity risk by continuously monitoring forecasted and actual cash flows, seeking the

financial support from its shareholders, finding debt providers and matching the maturity profiles of financial

assets and liabilities.

Maturity Analysis

The table below summarises the maturity profile of the Company’s financial liabilities based on contractual

commitments.

Carrying

Amount

Contractual

Cash flows

< 6 months 6- 12

months

1-3 years

$$$$$

2026

Non-derivatives

Trade and other payables

14,957,654 14,957,654 12,923,765 -2,033,889

Related party loans

- - -- -

Other interest-bearing loans

46,274,530 71,030,711 3,272,101 3,086,522 64,672,089

Lease liabilities

228,463 254,203 74,669 76,538 103,296

61,460,647 86,242,568 16,270,535 3,163,060 66,809,274

2025

Non-derivatives

Trade and other payables

8,467,206 8,467,206 8,467,206 - -

Related party loans

273,242 316,960 21,859 295,101 -

Other interest-bearing loans

40,103,412 44,281,579 31,696,399 1,561,581 11,023,599

Lease liabilities

342,792 431,003 66,54573,145 291,313

49,186,652 53,496,748 40,252,009 1,929,827 11,314,912

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 78


Foreign exchange risk

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities

denominated in a currency that is not the entity’s functional currency. The Group has not formalised a foreign

currency risk management policy however, it monitors its foreign currency expenditure considering exchange

rate movements.

The Group is exposed to foreign exchange risk through the USD denominated debt facility obtained from its

senior

secured lender and through the USD denominated working capital facility, refer Note 19.2. The Group’s

exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as

follows:




30 June

2026

30 June

2025

$ $

Borrowings 43,666,001 36,016,329


The aggregate net foreign exchange gains/(losses) recognised in profit or loss were:




30 June

2026

30 June

2025

$ $

Net foreign exchange gain / (loss) recognised in profit or

loss


(702,885) (244,639)


Sensitivity analysis

The following table demonstrates the sensitivity to a reasonably possible change in the USD: AUD exchange

rate, with all other variables held constant, of the Company’s profit/loss after tax (through the impact on USD

denominated financial liabilities).



30 June

2026

30 June

2025

$ $

USD: AUD exchange rate – increase 10% 3,969,636 3,274,212

USD: AUD exchange rate – decrease 10% (4,366,600) (4,001,814)


Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 79

Interest rate risk

Interest rate risk is the Company’s exposure to market risk for changes in interest rates relates primarily to

cash and interest-bearing liabilities. The Company’s exposure to interest rate risk and the effective weighted

average interest rate by maturity periods is set out in the tables below:

Weighted

average

interest rate

Floating rates Fixed rates Non-interest

bearing

Total

$$$$

2026

Financial assets

Cash and cash equivalent -

- - 7,848,206 7,848,206

Trade and other receivables -

- - 247,942 247,942

Other financial assets -

- 8,596,044 -8,596,044

-8,596,044 8,096,148 16,692,192

Financial liabilities

Trade and other payables 0%

- - 14,957,654 14,957,654

Related party loans 0%

- - - -

Other interest-bearing loans 13%

46,274,530 -46,274,530

Lease liability 13%

-228,463-228,463

-46,502,993 14,957,654 61,460,647

2025

Financial assets

Cash and cash equivalent -

- - 968,645 968,645

Trade and other receivables -

- - 8,696 8,696

Other financial assets -

- 5,496,357 -5,496,357

-5,496,357 977,341 6,473,698

Financial liabilities

Trade and other payables 0%

- - 8,467,206 8,467,206

Related party loans 16%

-273,242-273,242

Other interest-bearing loans 20%

16,675,319 19,341,0104,087,083 40,103,412

Lease liability 14%

-342,792-342,792

16,675,319 19,957,044 12,554,289 49,186,652

Sensitivity analysis

The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all

other variables held constant, of the Company’s profit/loss after tax (through the impact on floating rate

financial liabilities).

Carrying

amount

2026

Carrying

amount

2025

$

+1%-1%

$


+1%-1%

Borrowings at floating interest rate -

- -

16,675,319 166,753 (166,753)

Tax charge at 30% (2025: 30%)

-

- (50,026) 50,026

Net after tax increase / (decrease)

- -

116,727 (116,727)

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 80


27 Commitments for expenditure

27.1 Tenement Commitments

In order to maintain current rights of tenure to exploration tenements, the Company is required to perform

minimum work commitments over the terms of an exploration licence which includes exploration,

environmental and community consultation in work programmes lodged with the New South Wales

Government on licence renewal.

Strict minimum expenditure requirements are no longer the sole criteria for working and retaining exploration

licences in NSW. Extenuating factors may be taken into account for renewal if limited exploration activities

were undertaken.


These obligations are not provided for in the financial report.


30 June

2026

30 June

2025

$ $

Not later than one year 1,190,760 1,077,606

Between 1 year and 5 years 3,321,100 620,653

4,511,860 1,698,259

Additionally, commitments are noted for the obligations for the environmental remediation of mine sites. The

cost estimates are outlined below (Note 32).


28 Contingent assets and liabilities

28.1 Bank Guarantee to Cobar Shire Council and road rehabilitation

The Company has a term deposit with NAB to cover a bank guarantee of $200,000 (2025: $200,000) issued by

the National Australia Bank Limited to Cobar Shire Council. The bank guarantee is required by Cobar Shire

Council to cover the estimated cost of restoring roads to their pre-mining condition.

Due to the contingent nature of the liability and the significant uncertainty of timing and because the cost of

necessary road repairs cannot be estimated with any degree of certainty a liability hasn’t been recognised in

the accounts.

28.2 Rental bond and office lease guarantee and indemnity

The Company has entered into a Deed of Indemnity in relation to a Lease Bond Facility with AssetInsure -

Lombard Insurance Company Ltd. The Lease Bond Facility covers the Company’s guarantee and indemnity

obligations in respect of the office lease outlined at Note 18. The total facility as at 30 June 2026 was $111,514

(2025: $107,484).

29 Interests in Subsidiaries

Set out below are details of the subsidiaries held directly by the Group:


Proportion of ownership

interests held by the Group

Name of the subsidiary

Place of incorporation and

place of business Principal activity

30 June

2026

30 June

2025

Mt Boppy Resources Pty Ltd Australia Gold Mine 100% 100%

Trans-Tasman Resources Ltd New Zealand Owner of iron ore

project

100% 100%


Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 81

30 Parent Entity Information

Information relating to Manuka Resources Ltd (the Parent Entity):

30 June

2026

30 June

2025

$$

Current assets

17,272,467234,624

Non-current assets

74,947,028 51,783,948

Total assets

92,219,495 52,018,572

Current liabilities

15,954,159 43,509,330

Non-current liabilities

51,946,897 6,612,655

Total liabilities

67,901,056 50,121,985

Net assets / (deficit)

24,318,439 1,896,587

Share capital

117,776,181 72,948,450

Share option reserve

1,279,639 1,701,146

Other reserves

3,608,412-

Accumulated losses

(98,345,793) (72,753,009)

Total equity

24,318,439 1,896,587

Statement of profit or loss and other comprehensive income

Profit / (loss) for the year

(33,171,460) (19,855,950)

Other comprehensive income / (loss)

- -

Total comprehensive profit / loss

(33,171,460) (19,855,950)

The Paren

t Entity has contingent liabilities at the year-end as outlined in Note 28.

31 Related party transactions

31.1 Transactions with related parties and outstanding balances

The Company’s related parties include key management personnel, and others as described below. Unless

otherwise stated, no transaction included special terms and conditions, and no guarantees were given or

received. Outstanding balances are usually settled in cash.

Notes


30 June

2026

30 June

2025

$$

DETAILS OF TRANSACTIONS WITH RELATED PARTIES:

Details of related party transactions with ResCap

Investments Pty Ltd, an entity controlled by a member of

KMP:

-Interest charged on loan

11,350 43,670

Details of related party transactions with Anna Karp,

an individual directly related to a member of KMP:

-Sale of motor vehicle-32,500

DETAILS OF BALANCES WITH RELATED PARTIES:

Manuka Resources Ltd
For the year ended 30 June 2026


Notes to the Financial Statements (cont’d)


Page 82


Balance of short-term working capital loan with Manuka

Resources Ltd

- ResCap Investments Pty Ltd (repaid June 2026) 19.2(a) - 273,242




31.1 Transactions with related parties and outstanding balances (cont’d)

Details of other balances with related parties:

During the financial period an entity associated with Mr Haydn Lynch, the company’s Chief Operating

Officer, MCP Manager Pty Ltd, acted as Trustee for the MCP Manuka Unit Trust – 2025 (Debt Trust). The

Debt Trust acquired the first ranking secured loan from Trans Asia Private Capital Ltd. The loan was repaid on

27 February 2026; the interest rate was 14%, and the Group is responsible for the associated foreign

exchange and other costs and fees incurred.

During the financial period the short-term loan with ResCap Investments Pty Ltd was repaid ($273,242) and

interest was paid on this loan totalling $11,350.


31.2 Transactions with key management personnel

Key management personnel remuneration includes the following expenses:



30 June

2026

30 June

2025

$ $

Short-term employee benefits 1,433,149 1,163,708

Post-employment benefits 82,578 58,141

Long-term benefits 93,521 12,418

Share-based payments 1,232,500 -

Total remuneration 2,841,748 1,234,266


Detailed remuneration disclosures are provided in the remuneration report on pages 29 to 34.

32 Guarantees and Facilities

As at 30 June 2026, the Company and its subsidiaries hold the following guarantees:

Manuka Resources Limited

The Company has a guarantee amounting to $6,658,000 (2025: $5,515,000). This facility is

primarily dedicated to supporting activities related to the Wonawinta Silver Mine, including mine

closure rehabilitation and project-specific financial commitments as described in note 19.3 Other

Financial Assets.


Mt Boppy Resources Pty Ltd (Subsidiary)

Mt Boppy Resources, a subsidiary of Manuka Resources, has a separate guarantee amounting to

$1,371,000 (2025: $1,365,000). This facility is primarily dedicated to supporting activities related

to the Mt Boppy Gold Mine, including mine closure rehabilitation and project-specific financial

commitments as described in note 19.3 Other Financial Assets.

These guarantees are currently secured against deposits held by the National Australia Bank Limited.

33 Subsequent Events

Since the 30

th

of June 2026 and the signing of this report the following significant events have taken place:

Manuka Resources Ltd
For the year ended 30 June 2026

Notes to the Financial Statements (cont’d)

Page 83

•Gold processing recommenced at Wonawinta, with first gold revenues expected by the end of

September

2

026.

•A A$14.5m

placement was announced to complete funding of the Wonawinta silver deslime circui

t.

•On 13

July 2026, the Company announced an updated Ore Reserve for the Wonawinta Silver Mine of

7.9Mt at 50.4g/t Ag for 12.8 million ounces of contained silver, a 28% increase on the Ore Reserve

announced on 30 May 202

5.

•On 10 September 2026, the Company

announced exploration drilling results at the Pipeline Ridge Gold

Project (EL58

42).

•On 21 July 2

026, the Company entered into a financing arrangement with Black Diamond

Group to

fund

the purchase of camp equipment. The value of the camp equipment is

$2,823,050 repayable

over 36 mont

hs at an interest rate

of 11%

34 Company Details

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

Manuka Resources Ltd

Level 4, Grafton Bond Building

201 Kent Street, Sydney, New South Wales 2000

Manuka Resources Ltd
For the year ended 30 June 2026

Page 84

Consolidated Entity Disclosure Statement

For the year ended 30 June 2026:

Entity Name Entity Type Country of

Incorporation

Ownership

Interest %

Tax residency

Manuka Resources Ltd Body corporation Australia n/a Australian

Mt Boppy Resources Pty Ltd Body corporation Australia 100% Australian

Trans-Tasman Resources Ltd Body corporation New Zealand 100% New Zealand

Manuka Resources Ltd
For the year ended 30 June 2026

Page 85

Directors’ Declaration

In the opinion of the Directors of Manuka Resources Ltd:

a The financial statements and notes of Manuka Resources Ltd are in accordance with the Corporations

Act 2001, including:

i.Giving a true and fair view of the consolidated entity’s financial position as at 30 June 2026 a

nd of

its performan

ce for the financial year ended on that date; and

ii.Complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory

professional reporting requirements;

iii.The a

ttached financial statements and notes comply with International Financial Reporting

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

financial statemen

ts;

b There are re

asonable grounds to believe that Manuka Resources Ltd 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.

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

by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of the directors.

Dennis Karp

Executive Chairman

30 September 2026


RSM Australia Partners is a related entity of RSM Australia Pty Ltd, the Australian member of the RSM network. RSM

Australia Pty Ltd trades as RSM, which is the trading name used by the members of the RSM network. Each member

of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM

network is not itself a separate legal entity in any jurisdiction.

RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

RSM Australia Partners

Level 7, 1 Martin Place

Sydney

NSW 2000

Australia

T +61 (02) 8226 4500

rsm.com.au

INDEPENDENT AUDITOR’S REPORT

To the Members of Manuka Resources Limited

REPORT ON THE AUDIT OF THE FINANCIAL REPORT

Qualified Opinion

We have audited the financial report of Manuka Resources Limited (the Company) and its controlled entities

(collectively the Group), which comprises the consolidated statement of financial position as at 30 June 2026, the

consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes

in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial

statements, including material accounting policy information, the consolidated entity disclosure statement and the

directors' declaration.

In our opinion, except for the matter described in the Basis for Qualified Opinion section of our report, the

accompanying financial report of the Company is in accordance with the Corporations Act 2001, including:

(i)

giving a true and fair view of the Group's financial position as at 30 June 2026 and of its financial

performance for the year then ended; a

nd

(ii)

complying with Australian Accounting Standards and the Corporations Regulations 20

01.

Basis for Qualified Opinion

Includ

ed in Note 16 and Note 17 of the financial statements are exploration and development assets and property,

plant and equipment of $38,637,386 and $35,816,840 respectively. Additionally, in Note 18 of the financial

statements are Right of Use assets of $205,586. As stated in Note 3.2, the ability of the Group to continue as a

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

which is to continue to raise additional debt facilities and/or additional funds in the capital markets to fund the

finalisation of the start up phase of the mining operations.

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

30 June 2026 as the Group, is required to assess the recoverable amount with reference to a discounted cash

flow model, however the mine and production plan to be included in this model cannot be determined at this time

as it is dependent on the Group’s ability to raise additional funds to fund the finalisation of the start up phase of

the mining operations and there continues to be insufficient information to determine the recoverable amount of

the related impairment. Although management have identified a suitable gold ore mine, there has been no active

mining, drilling or extraction for the minerals themselves, and although management have obtained an

assessment from a chief geologist, we currently are unable to assess the accuracy and valuation, and the extent

of the extent of the existence of the ore deposit. Additionally, the aforementioned factors in conjunction with the

requirement to raise additional funds from capital markets and through further loan extensions to finalise the start

up phase. Consequently, we were unable to determine whether any adjustments to these carrying amounts were

necessary.

Page 86

RSM are unable to determine whether any adjustments are needed and the extent to their quantification.
We conducted our audit in accordance with Australian Auditing Standards. 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 Accounting Professional and Ethical Standards Board’s

APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial

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


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

the directors of the Group, would be in the same terms if given to the directors as at the time of this auditor’s

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

qualified opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 3.2 in the financial report, which indicates that the Company incurred a net loss of

$28,085,039 and had net cash outflows from operating and investing activities of $38,778,531 for the year ended

30 June 2026. As at that date the company had a deficiency of net current assets of $6,075,670. As stated in

Note 3.2, these events or conditions, along with other matters as set forth in Note 3.2, indicate that a material

uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion

is not modified in respect of this matter.

Key Audit Matters

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.

In addition to the matters described in the Material Uncertainty Related to Going Concern section and in the Basis

for Qualified Opinion section, we have determined the matter described below to be the key audit matter to be

communicated in our report.

Page 87

Key Audit Matter How our audit addressed this matter
Rehabilitation provisions

Refer to Note 21.1 in the financial statements

A result of the Group's past activities, there is

an obligation to rehabilitate and restore mine

sites. As at 30 June 2026, the Group has

brought to account rehabilitation provisions of

$7,271,167.

We considered this to be a key audit matter due

to the significant management judgement and

estimates involved in assessing the

rehabilitation provisions including:

•Determination of costs to be incurred in

future years a

nd its timing.

•

Complexity involved in the quantification

of

the pro

vision based on areas disturbed; and

•The methodology used to calcul

ate the

pro

vision amount to ensure compliance

with Australian Accounting Standards.

Our audit procedures included, among others:

•Obtaining an understanding of the process involved in

the determination of the provisions

.

•

Checking the mathematical accuracy of the model us

ed

to calculate the pro

visions

•Assessing the reasonablene

ss of the inflation rate,

discou

nt rate and timing of the rehabilitation cashflow

s

assumptio

ns used

in the model.

•

Checking mining activity and evaluating estimated cost

s

by ag

reeing inputs used in the provision model to advice

from management's expert

.

•

Ensuring the movement in the provision has been

accounted for in accordance with Australian Accounting

Standards; a

nd

•

Assessing the appropriateness of the disclosures in the

financial repor

t.

Othe

r Information

The directors are responsible for the other information. The other information comprises the information included

in the Group's annual report for the year ended 30 June 2026 but does not include the financial report and the

auditor's report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any

form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing

so, 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.

If, based on the work we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of:

a.

the financial report (other than the consolidated entity disclosure statement) that gives a true and fair

view in accordance with Australian Accounting Standards and the Corporations Act 2001; an

d

b.

the consolidated entity disclosure statement that is true and correct in accordance with the Corporatio

ns

Act 2001, and

Page 88

for such internal control as the directors determine is necessary to enable the preparation of:
i.

the financial report (other than the consolidated entity disclosure statement) that gives a true and fair

view and is free from material misstatement, whether due to fraud or error; an

d

ii.

the consolidated entity disclosure statement that is true and correct and is free of misstatement, whethe

r

due to fraud

or erro

r.

In prep

aring the financial report, the directors are responsible for assessing the ability of the Group to continue as

a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic

alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Report

Our objectives are 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 the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of this 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/admin/file/content102/c3/ar2_2020.pdf

This description forms part of our auditor's report.

REPORT ON THE REMUNERATION REPORT

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 30-37 of the directors' report for the year ended

30 June 2026.

In our opinion, the Remuneration Report of Manuka Resources Limited for the year ended 30 June 2026, complies

with section 300A of the Corporations Act 2001.

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 responsibility is to express an opinion on the

Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

C J Hume

Partner

RSM Australia Partners

Sydney, 30 September 2026

Page 89

Manuka Resources Ltd
For the year ended 30 June 2026

Page 90

ASX Additional Information

Additional information required by Australian Securities Exchange Ltd and not shown elsewhere

in this report is as follows. The information is current as at 28 September 2026.

(a) Distributi

on of equity securities

Analysis of numbers of equity security holders by size of holding:

Ordinary shares

Number of holders

Number of shares

1 - 1,000 145 74,324

1, 001 -5, 000 766 2,376,291

5,

001 -

10,00

0 95

0 7,572,523

10,001 - 100,000 2,614 106,399,997

100,001 and over 1,333 1,682,309,590

5,808 1,798,732,725

The number of equity security holders holding less than a

marketable parcel of securities are: 1,270 4,624,713

(b) Twenty largest quoted equity security holders

The names of the twenty largest holders of quoted ordinary shares

are:

Listed ordinary shares

Number of shares

Percentage of

ordinary shares

1 ROSENBERG GROUP 211,792,117 11.77%

2 CITICORP NOMINEES PTY LIMITED 168,447,999 9.36%

3 TENNANT METALS SOUTH AFRICA PTY LTD 124,801,986 6.94%

4 BNP PARIBAS NOMINEES PTY LTD < IB AU Noms Retail

client>

63,371,065

3.5

2

%

5

MINVEST SECURITIES (NEW ZEALAND) LIMITED 49,375,887 2.75%

6 LAZARUS SECURITIES PTY LTD <CLIENT A/c> 46,586,470 2.59%

7 SHARESIES AUSTRALIA NOMINEE PTY LIMITED 36,845,292 2.05%

8 SOOTHGROVE PTY LTD 35,982,815 2.00%

9 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 32,419,160 1.80%

10 BNP PARIBAS NOMINEES PTY LTD 27,423,722 1.52%

11 BNP PARIBAS NOMINEES PTY LTD <CLEARSTREAM> 24,518,345 1.36%

12 MR MATTHEW DAVID ROSENBERG 23,400,000 1.30%

13 NZ CONTROL A/C 22,002,068 1.22%

14 MR ANDREW LOUIS CHARLES BEREND 19,921,055 1.11%

15 SPINITE PTY LTD 18,962,217 1.05%

16 GPR INVEST SA 15,535,526 0.86%

17 MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEES)

PTY LIMITED (NO 1 ACCOUNT)

12,861,403

0.7

2

%

18 HSBC

CUSTODY NOMINEES (AUSTRALIA) LIMITED

–

GSCO ECA

12,563,703

0.70%

19

ALAN JOHN EGGERS SUPER A/C 10,000,000 0.56%

20 MR NICHOLAS PAUL SIMON OLISSOFF 9,841,000 0.55%

Total

966,651,830

53

.74%

Total issued capital - selected security class(es)

1,798,732,725

10

0.00%

Manuka Resources Ltd
For the year ended 30 June 2026


ASX Additional Information (cont’d)

Page 91


(c) Substantial shareholders

The names of substantial shareholders are:


Number of Shares % Issued Capital

ROSENBERG GROUP 211,792,11711.77%

CITICORP NOMINEES PTY LIMITED 168,447,9999.36%

TENNANT METALS SOUTH AFRICA PTY LTD 124,801,9866.94%


(d) Voting rights

All ordinary shares (whether fully paid or not) carry one vote per share without restriction.


(

e) Schedule of interests in mining tenements as at 28 September 2026

Location: Wonawinta Silver Project is situated approximately 90 kilometres to the south of Cobar, NSW,

and comprises one (1) granted mining lease and seven (7) granted exploration licences as below, plus

processing plant and associated infrastructure.

Tenement

Percentage held / earning Change during period

ML1659 100% -

EL6482 100% -

EL7345 100% -

EL6155 100% -

EL6302 100% -

EL7515 100% -

EL6623 100% -

EL8498 100% -


Location: Mt Boppy Gold Project is situated approximately 45 kilometres east of Cobar, NSW,

adjacent to the Barrier Highway. The Project comprises four (4) gold leases, two (2) mining

leases, one (1) mining purpose lease and one (1) exploration licence which encompasses the

MLs and extends the project area to the south.

Tenement

Percentage held / earning Change during period

GL3255 100% -

GL5836 100% -

GL5848 100% -

GL5898 100% -

ML311 100% -

ML1681 100% -

MPL240 100% -

EL5842 100% -


Location: Tenement Location: Taranaki VTM Project is situated offshore in the South Taranaki

Bight along the west coast of the North Island, New Zealand. Tenements acquired as a result o

f

the acquisition

9

of TTR comprise one granted mining permit and one granted exploration permit.

Tenement

Percentage held / earning Change during period

MMP55581 100% 100%

MEP54068 100% 100%



9

ASX disclosure 11 November 2022

Manuka Resources Ltd
For the year ended 30 June 2026


ASX Additional Information (cont’d)

Page 92


(f) Unquoted Securities

At 28 September 2026, the Company had the following unlisted securities on issue:

Holders of 20% or more of the class

Class

Number of

Securities

Number

of

Holders

Holder Name

Number of

Securities

$0.11 options, expiring

03/04/2027

5,000,000 1 BURNVOIR CORPORATE

FINANCE LTD

5,000,000

$0.15 options, expiring

16/12/2027

42,500,000 3 SOOTHGROVE PTY LTD

ALAN JOHN EGGERS

JURA TRUST LIMITED

20,000,000

20,000,000

5,000,000

$0.10 options, expiring

07/08/2028

36,000,000 2 ROSENBERG GROUP

MR ANTANAS GUOGA

20,000,000

16,000,000

$0.15 Warrants, expiring

11/12/2026

1 TENNANT METALS SOUTH

AFRICA PTY LTD 22,500,000

$0.2004 warrants, expiring

27/02/2030


1 NEBARI NATURAL

RESOURCES AIV II LP

36,423,612

$0.1357 warrants, expiring

26/06/2030

1 NEBARI NATURAL

RESOURCES AIV II LP

8,232,731


(f) Restricted Securities

At 28 September 2026, the Company had no restricted securities on issue.


(h) Approach to Corporate Governance

Manuka Resources Ltd ACN 611 963 225 (Company) has established a corporate governance framework

commencing from when the Company was admitted to the official list of ASX. In establishing its corporate

governance framework, the Company has referred to the recommendations set out in the ASX Corporate

Governance Council’s Corporate Governance Principles and Recommendations 4

th

edition (Principles &

Recommendations). The Company has followed each recommendation where the Board has considered the

recommendation to be an appropriate benchmark for its corporate governance practices.

The following governance-related documents can be found on the Company’s website at

www.manukaresources.com.au, under the section marked "Investor Hub > Corporate Governance":

Charters

• Board

• Audit, Risk and Sustainability Committee

• Nomination Committee

• Remuneration Committee

• Finance Committee

Manuka Resources Ltd
For the year ended 30 June 2026


ASX Additional Information (cont’d)

Page 93


Policies and Procedures

• Corporate Code of Conduct

• Disclosure - Performance Evaluation

• Continuous Disclosure

• Risk Management Policy

• Trading Policy

• Diversity Policy

• Shareholder Communication Strategy

• Sustainability Policy

• Hedging Policy

• Whistleblower Policy


For the financial year ended 30 June 2026 (Reporting Period) the Company has adopted the 4

th

edition of the

Corporate Governance Principles and Recommendations released by the ASX Corporate Governance Council.

The Company’s 2026 Annual Corporate Governance Statement has been approved by the Board and is publicly

available on the Company’s website at https://manukaresources.com.au/corporate-governance. It will also be

released to the ASX at the same time as this 2025 Annual Report.

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.