213800EHCGNYSCN9T108-2025-06-30-0-en.xhtml

ANNUAL REPORT 2025 3

DIRECTORS’ REPORT

The Directors of GreenX Metals Limited present their report on the Consolidated Entity consisting of GreenX Metals

Limited (Company or GreenX) and the entities it controlled at the end of, or during, the year ended 30 June 2025

(Consolidated Entity or Group).

OPERATING AND FINANCIAL REVIEW

GreenX intends to create long-term shareholder value by focusing on the exploration and development of critical

mineral resources across its projects. The Company is also strongly defending the set-aside motions filed by Poland

in relation to its successful Claim.

Select Financial Data (AUD Converted into PLN and EUR)

For purposes of its listing on the Warsaw Stock Exchange, the Company provides select financial data in relation

to the year ended 30 June 2025.

Year Ended

30 June 2025

PLN

Year Ended

30 June 2024

PLN

Year Ended

30 June 2025

EUR

Year Ended

30 June 2024

EUR

Arbitration finance facility income 635,110 1,099,399 149,118 251,348

Gas and property lease revenue - 7,542 - 1,724

Exploration and evaluation expenses (1,826,319) (2,885,235) (428,803) (659,632)

Arbitration related expenses (7,768,790) (1,075,830) (1,824,041) (245,960)

Net loss for the period (15,183,675) (12,096,503) (3,564,989) (2,765,541)

Net cash flows from operating activities (7,633,903) (9,274,282) (1,792,371) (2,120,316)

Net cash flows from investing activities (6,422,286) (4,336,309) (1,507,894) (991,381)

Net cash flows from financing activities 11,192,242 9,614,187 2,627,837 2,198,026

Net decrease in cash and cash equivalents (2,863,947) (3,996,404) (672,429) (913,671)

Basic and diluted loss per share (Grosz/EUR

cents per share) (5.41) (4.42) (1.27) (1.01)

30 June 2025

PLN

30 June 2024

PLN

30 June 2025

EUR

30 June 2024

EUR

Cash and cash equivalents 16,141,555 19,203,384 3,805,265 4,452,442

Total Assets 43,238,938 46,078,351 10,193,295 10,683,596

Total Liabilities 9,371,373 5,507,428 2,209,239 1,276,937

Net Assets 33,867,566 40,570,922 7,984,056 9,406,659

Contributed equity 225,081,124 240,800,894 53,061,393 55,831,415

In compliance with Polish reporting requirements, figures of the consolidated statement of profit or loss and other

comprehensive income and consolidated statement of cash flows have been converted into PLN and EUR (from

the Group’s presentation currency) by applying the arithmetic average for the final day of each month for the

reporting period, as published by the National Bank of Poland (NBP). These exchange rates were 2.5244 AUD:PLN

and 4.2591 PLN:EUR for the twelve months ended 30 June 2025, and 2.6573 AUD:PLN and 4.3740 PLN:EUR for the

twelve months ended 30 June 2024.

Assets and liabilities in the consolidated statement of financial position have been converted into PLN and EUR by

applying the exchange rate on the final day of each respective reporting period as published by the NBP. These

exchange rates were: 2.3646 AUD:PLN and 4.2419 PLN:EUR on 30 June 2025, and 2.6780 AUD:PLN and 4.3130

PLN:EUR on 30 June 2024.

4 GreenX Metals Limited

DIRECTORS’ REPORT

(Continued)

Operations

Tannenberg Copper Project (Germany)

Tannenberg is a large scale, relatively shallow and potential high-grade copper brownfields exploration project

that is strategically located in the heartland of German industry.

Copper is currently recognised as a strategic raw material by the European Union.

During the year, the Tannenberg project was expanded, following the grant of a second exploration licence, to

cover an area of 1,900 km

, a seven-fold increase from the 272 km

of project area previously held.

Figure 2: Tannenberg is located in the industrial centre of Europe within the Basal Zechstein trend

(brown shading)

In January 2025, the Company announced that it had been selected to participate in BHP’s 2025 Xplor program in

relation to Tannenberg.

The Xplor program was established in 2023 to support promising minerals explorers to accelerate the exploration

needed to support the energy transition. BHP Xplor targets development of technical, business and operational

excellence within participating companies.

As a 2025 BHP Xplor cohort company, GreenX has received a non-dilutive grant of US$500,000 and in-kind services,

mentorship, and networking opportunities with BHP and other industry experts and investors. Subsequent to the

end of the year, the Company and BHP agreed to extend the Xplor program to 31 October 2025.

Historical Core Logging and Sampling Program

During the year, a core logging and sampling program commenced with core from historical drill holes now

becoming accessible for comprehensive re-evaluation using modern techniques. The work involves packing the

core for shipment to a specialist European core logging facility, geological logging, sampling, assaying, and

hyperspectral scanning of core from 47 drill holes from within the Tannenberg exploration licences.

Results are expected to confirm and expand known copper mineralisation. There is also potential for the

identification of completely new mineralisation in 18 holes which have no recorded historical assays.

Modern understanding reveals potential for substantially wider mineralised intervals based on Poland's world-

class KGHM Kupferschiefer mines where copper mineralisation can be offset up to 30m above and 60m below the

T1 shale horizon.

There is also the potential to discover previously unrecognised mineralisation in hanging wall limestone and

footwall sandstones using modern analytical techniques.

There are strong indications of mineralisation extending beyond the historically sampled intervals already

identified in the archived core including previously reported drill hole results:

• Ro 45 ends in 1% Cu after 2.7 m @ 1.6% Cu & 19 g/t Ag from 268 m

• Ro 22 starts in 0.67% Cu for 3.14 m @ 1.2% Cu & 15 g/t Ag from 436 m

ANNUAL REPORT 2025 5

• Ro 41 starts in 0.45% Cu at 414 m and did not fully capture hanging wall mineralisation

• Ro 38 ends in 0.37% Cu at 538 m and did not fully capture footwall mineralisation

A comprehensive 4km core logging and 2km assay program using advanced hyperspectral scanning technology

is being completed which was not available to historical operators.

The program further aims to establish an enhanced geophysical dataset through petrophysical measurements

which will be used to optimise future exploration targeting.

Results from this historical core program are expected in the December 2025 quarter.

A further 95 drillhole database from 1930s exploration at Tannenberg has also discovered in German archives.

These Drillholes formed the geological basis for construction of the Richelsdorf Mining District, comprised of a

smelting complex and three Kupferschiefer copper mines that were developed within the Tannenberg licence

area between the late 1930s and the end of World War 2: the Reichenberg, Wolfsberg, and Schnepfenbusch mines.

Airborne Geophysical Survey

During the year, an airborne geophysical survey was conducted at Tannenberg which was designed to collect

magnetic and radiometric data over the project area with results expected to identify important deposit-scale

faults as well as the extent of historical underground workings to be used to plan for future exploration programs.

A 602-line kilometre magnetic and radiometric helicopter survey was successfully completed over a 58 km

area

at Tannenberg. Major geological insight has been gained from the results with identification of deep metal source

structures directly below the historic Richelsdorf mines, following the first modern exploration in 40 years.

Combined with reprocessed gravity data, these results have revealed large-scale geological structures directly

below the historic Richelsdorf copper mines, providing crucial insights into the source of mineralisation that

produced 416,500 tonnes of copper from these historic mining operations.

Most significantly, the survey has identified the presence of the Mid-European Crystalline Zone (MECZ) beneath

the mining district. This geological structure is considered the primary source of copper for all major deposits along

the European copper belt spanning Germany and Poland. The presence of this same structure beneath

Tannenberg provides a strong geological rationale for the potential of significant copper mineralisation (referred

to as “Kupferschifer”) in the project area and supports extensive further exploration.

Exploration Work Programs

Other ongoing and upcoming key exploration programs at Tannenberg include:

• Logging, assaying, and hyperspectral scanning of historical cor

• Reprocessing and analysis of historical geophysical data; and

• Collation of historic exploration, mining and production data;

Greenland Projects

Eleonore North Gold Project

Following acquisition of Eleonore North GreenX announced that high grade antimony mineralisation had been

identified, based on historical results recently released by the Geological Survey of Denmark and Greenland

(GEUS). The historical results indicate the potential for a high-grade antimony-gold mineral system at ELN.

Antimony prices have been on a rapid uptrend since China announced antimony export controls from 15

September 2024, with antimony prices in the US now having increased to over US$60,000/t from US$5,000/t.

6 GreenX Metals Limited

DIRECTORS’ REPORT

(Continued)

Operations (continued)

Eleonore North Gold Project (continued)

Figure 3: Released GEUS assay results show evidence for high-grade antimony and gold mineralisation above the

interpreted Noa Pluton.

Historical data has confirmed the presence of gold and high-grade antimony in outcropping veins at ELN

including:

• 14m long chip sample grading 7.2% Sb and 0.53g/t Au

• 40 m chip line with a length weighed average of 0.78g/t Au

Significantly, GEUS geologist’s identified stibnite (Sb

) as the antimony mineral. Stibnite is well-understood and

the predominant ore mineral for commercial antimony production.

Antimony is designated a Critical Raw Material by both the EU and the US, with China being the world’s major

antimony ore producer and major exporter of refined antimony oxides and metallic antimony.

Global strategic interest in antimony has significantly increased in 2024 due to several factors:

• China controls ~50% of global antimony mining, most downstream processing and 32% of global resources

according to the Lowy Institute.

• China's recent export ban on antimony, effective from 15 September 2024, has caused market disruption

• Antimony is a crucial material in the defence supply chain, used in various military applications including

ammunition, flame retardants, and smart weaponry.

• Antimony is essential in renewable energy technologies including more-energy-efficient solar panel glass and

in preventing thermal runaway in batteries.

The antimony market is expected to grow by 65% between 2024 and 2032. However, the supply side, declining

antimony grades and depleting resources for existing mines are becoming increasingly relevant.

To aid the Company’s exploration targeting and fieldwork planning for ELN, GreenX’s technical team intend to

locate, analyse, and study further historical samples and data within GEUS’s archives.

ANTIMONY RESULTS FROM NEWLY PUBLISHED GEOLOGICAL SURVEY ARCHIVE MATERIAL

GEUS’s archives host an extensive collection of rock samples (with and without assays), maps, as well as

government and company reports going back many decades. A sub-set of the archive material is available in

digital format.

GEUS is continuously digitising and publishing its archive material. The newly released data covers 2008 field work

at the Noa Dal valley within the Company’s ELN project. Government geologists collected mineralised samples

from outcropping veins and scree near to the interpreted Noa Pluton. Selected highlights are presented in Table

1 overpage.

ANNUAL REPORT 2025 7

Table 1: Selected antimony and gold results from 2008 GEUS fieldwork

Sample #

Sb (%)

Au (g/t)

Field description

469506

23.40

0.00

Quartz vein with stibnite. Sample from boulder or scree

496901

22.20

0.44

Massive stibnite from mineralised zone

496918

15.10

0.54 Quartz vein + galena + chalcopyrite

469504

6.65

0.83

Shale with stibnite

496912

0.10

4.10

Clay alteration: hanging wall

496904

0.11

4.70

Clay alteration: footwall

496910

0.04

2.20

Intense clay alteration

These newly released results conform with previously released historical results from the Noa Dal area (previously

reported in ASX announcement dated 10 July 2023).

GEOLOGICAL SIGNIFICANCE OF ANTIMONY

GreenX is targeting Reduced Intrusion-related Gold Systems (RIRGS) at ELN. The hypothesised blind-to-the-

surface Noa Pluton forms the basis for the RIRGS exploration model. Antimony-gold veins at surface were

considered to be supporting evidence for RIRGS at ELN. With the favourable shift in the antimony market, the

outcropping veins have become a potentially viable and attractive target.

The antimony-gold mineralisation at ELN could be analogous to Perpetua Resources’ Stibnite Gold Project in

Idaho, USA. There, RIRGS and orogenic gold mineralisation styles overprint each other. Prior to the RIRGS model

at ELN, the gold-bearing veins at Noa Dal were thought to be of orogenic origin. It is relatively common in gold

deposits which are proximal to intrusions to feature characteristics of RIRGS and orogenic gold mineralisation

styles.

The scale and potential of the antimony-gold veins will be evaluated with a follow-up investigation in the next

phase of fieldwork.

GEUS is in the process of releasing results from regional mapping and sampling surveys conducted across East

Greenland. GreenX plans to use the soon-to-be-released data as part of ongoing evaluation of the antimony and

gold potential at ELN and the region.

Given recent developments in the antimony market, GreenX’s exploration strategy at the ELN project in East

Greenland will now focus on the known Sb-Au mineral systems at the Noa pluton.

Arctic Rift Copper Project

The Arctic Rift Copper Project (ARC) in Greenland is an exploration joint venture between GreenX and Greenfields

Pty Ltd (Greenfields), with the Company currently owning a 51% interest in the project. The project is targeting

large scale copper in multiple settings across a 5,774 km

exploration licence in north eastern Greenland. The area

has been historically underexplored yet is prospective for copper, forming part of the newly identified

Kiffaanngissuseq metallogenic province. A renewal application for the ARC exploration licence was submitted

prior to its expiry on 31 December 2024 which was only granted on 25 July 2025. Following the extended time

period to grant the renewed licence, the Company is in discussions with Greenfields to extend the time period

during which it may earn its increased interest in ARC.

The results of work program announced previously have demonstrated the high-grade nature of the known

copper sulphide mineralisation and wider copper mineralization in fault hosted Black Earth zones and adjacent

sandstone units. The exact position of a native copper fissure at the Neergaard Dal prospect was also identified.

The Company is in the process of analysing further remote-sensing options for ARC, which would be used to

enhance current understanding of the known copper sulphide mineralisation and refine plans for the next

exploration program.

Successful Arbitration Outcome following Dispute with the Polish Government

In October 2024, GreenX reported a successful outcome of the international arbitration Claim against Poland

under both the BIT and the ECT (together the Treaties).

The Company was awarded:

• approximately £252 million (A$517 million / PLN1.2 billion) in compensation by the Tribunal under the BIT

(BIT Award) which includes interest compounded at the Sterling Over-Night Interbank Average (SONIA)

plus one percentage point (+1%) compounded annually from 31 December 2019 to the date of the awar

(7 October 2024).

• approximately £183 million (A$377 million/ PLN 900 million) in compensation by the Tribunal under the

ECT (ECT Award), which includes interest compounded at the SONIA overnight rate +1% compounded

annually from 31 December 2019. Interest will continue to accrue at SONIA +1% compounded annually

until full and final payment by the Respondent.

8 GreenX Metals Limited

DIRECTORS’ REPORT

(Continued)

Operations (continued)

Successful Arbitration Outcome following Dispute with the Polish Government (continued)

• interest of approximately £14 million (A$28 million / PLN 70 million) will accrue from when the Award was

made in October 2024 to end of September 2025 and will continue to compound annually until full and

final payment by the Respondent. Interest expense of only ~£2.7 million (A$5.5 million / PLN 13.5 million)

has accrued on the US$11.3 million of litigation funding utilised.

• both Awards are subject to any payments made by the Respondent to the Claimant in the other

arbitration such that the Claimant is not entitled to double compensation i.e., any amount paid by Poland

in one arbitration (i.e., ECT) is set off against Poland’s liability in the other arbitration (i.e., BIT).

The compensation is denominated in British pound sterling. No hedging is in place for the compensation and

accordingly is subject to fluctuations in foreign currency.

Previously, the Polish Prime Minister, Mr Donald Tusk, stated in a press conference that:

“The case is rather hopeless, because a lost arbitration is a lost arbitration. We have two big cases on our

shoulders. The PiS government blew this issue.

The Australians, as you know, were promised that their mine would be built there. For years they were misled and

later the commitment was withdrawn. It was quite obvious that they would go to arbitration, and it was rather

obvious that they would win this arbitration.

Speaking frankly, I would most likely, and I cannot exclude that it will go this way, to find the person directly

responsible for Poland now having to pay well over a billion zloty if we do not find a legal solution - which I think

has very little probability to set aside the award in this arbitration. So, speaking the truth, I will expect my officers

to inform the public in the coming days who made a decision or refrained from making a decision with the

consequence of these gigantic losses, that is the compensation that we as the Polish State must pay to the

Australians.”

Since the Award was made, Poland has lodged a request to set-aside the Award with the courts of England and

Wales in relation to the BIT Award and the courts of Singapore in relation to the ECT Award. Poland is challenging

jurisdictional aspects of both Awards and alleging procedural unfairness, including in the Tribunal’s decision on

damages.

The threshold to succeed on a set-aside motion in either the English or Singapore courts is very high, with the

courts rejecting set-aside applications in the vast majority of cases.

It is important to note that a “set-aside” motion is different from a general “appeal” since a set-aside motion can in

general only relate to a lack of jurisdiction on the part of the Tribunal or procedural unfairness. Under both set-

aside motions, the actual merits of the Claim cannot be revisited by the courts.

The Company is strongly defending the set-aside motions with the hearing in Singapore for the ECT Award held

subsequent to the end of the year. Following completion of the hearing, a decision will be made by the courts in

due course with no specified date available for a decision.

All of GreenX’s costs associated with the initial Claim were funded on a limited basis from Litigation Capital

Management (LCM). To date, GreenX has drawn down US$11.3 million from LCM. Once the Award compensation is

received from Poland, LCM will be entitled to be paid back the US$11.3 million, a multiple of five times of the US$11.3

million and, from 1 January 2025, interest on the US$11.3 million at a rate of 30% per annum, compounding monthly

(which equates to interest of approximately US$3.6 million (£2.7 million / A$5.6 million / PLN 13.3 million) per

annum).

Results of Operations

The net loss of the Consolidated Entity for the year ended 30 June 2025 was $6,022,365 (2024: $4,553,934).

Significant items contributing to the current year loss and the substantial differences from the previous financial

year include:

(i) Arbitration related expenses of $3,077,540 (2024: $404,858) relating to the Claim against Republic of Poland

including set-aside defence costs (which are currently unfunded). This has been offset by the arbitration

funding income of $251,593 (2024: $404,858)

;

(ii) Exploration and Evaluation expenses of $723,481 (2024: $1,085,777), which is attributable to the Group’s

accounting policy of expensing exploration and evaluation expenditure incurred by the Group subsequent to

the acquisition of rights to explore and up to the commencement of a bankable feasibility study for each

separate area of interest;

(iii) Business development expenses of $416,338 (2024: $526,710) which includes expenses relating to the Group’s

review of new business and project opportunities; including business development costs for the Tannenberg

transaction, plus also investor relations activities during the year including public relations, digital marketing,

and business development consultant costs;

ANNUAL REPORT 2025 9

(iv) Interest income of $244,867 (2024: $451,134) earned on cash and cash equivalents held by the Group.

Financial Position

At 30 June 2025, the Company had cash reserves of $6,826,337 (2024: $7,170,793) placing it in a good financial

position strongly defend the set-aside motions and continue with exploration activities at its projects.

At 30 June 2025, the Company had net assets of $14,322,747 (2024: $15,149,710) a decrease of 6% compared with

the previous year.

Business Strategies and Prospects for Future Financial Years

GreenX’s strategy is to create long-term shareholder value through the discovery, exploration, development and

acquisition of technically and economically viable mineral deposits. This also includes defending the set-aside

motions relating to the Claim, and subsequently enforcing the Award against Poland in the short to medium term.

To date, the Group has not commenced production of any minerals, nor has it identified any Ore reserves in

accordance with the JORC Code. To achieve its objective, the Group currently has the following business strategies

and prospects over the medium to long term:

• Continue to strongly defend the set-aside motions and prepare to enforce the Award against Poland;

• Continue ongoing exploration programs at Tannenberg including analysis of historical geophysical data and

collation of historic mining and production data

;

• Continue with exploration activities in Greenland; and

• Identify and assess other suitable business opportunities in the resources sector.

All of these activities are inherently risky and the Board is unable to provide certainty of the expected results of

these activities, or that any or all of these likely activities will be achieved. Furthermore, GreenX will continue to

take all necessary actions to preserve the Company’s rights and defend its Award made against Poland. The

material business risks faced by the Group that could have an effect on the Group’s future prospects, and how the

Group manages these risks, include the following:

• Litigation risk – All industries, including the mining industry, are subject to legal and arbitration claims.

Specifically, and as noted above, the Company was successful in its Claim against Poland and has been

awarded £252 million in compensation (plus ongoing interest) for breach of Poland’s obligations under the

Treaties. Subsequently, in November 2024, Poland lodged a request to set-aside the BIT Award in the courts

of England and Wales and in January 2025 Poland lodged it’s request to set-aside the ECT Award in the courts

of Singapore. The Company is strongly defending the set-aside motions in the relevant courts with the

hearing in Singapore for the ECT Award held subsequent to the end of the year. Whilst the Company is

confident in the strength of the Award, as reflected in the unanimous Tribunal decision, there is no certainty

that the set-aside motions will be rejected. If these motions are not rejected, and the Award is not upheld o

the damages amount is lowered compared to original amount awarded, then this may have a material

impact on the value of the Company’s securities.

• Earn-in and joint venture contractual risk – The Company's earn-in right to Tannenberg and ARC are subject

to separate earn-in agreements. The Company’s ability to achieve its objectives is dependent on it and other

parties complying with their obligations under these agreements. Any failure to comply with these

obligations may result in the Company not obtaining further interests in the projects and being unable t

achieve its commercial objectives, which may have a material adverse effect on the Company’s operations

and the performance and value of the Shares. There is also the risk of disputes arising with the Company’s

joint venture partners, the resolution of which could lead to delays in the Company's proposed development

activities or financial loss. The nature of the joint ventures may change in future, including the ownership

structure and voting rights, which may have an effect on the ability of the Company to influence decision

on the projects.

• Operations in overseas jurisdictions risk – The Company’s exploration projects are located overseas, in

Germany and Greenland, and as such, the operations of the Company will be exposed to related risks and

uncertainties associated with overseas country, regional and local jurisdictions. Opposition to the projects, or

changes in local community support for the projects, along with any changes in mining or investment

policies or in political attitude in Germany or Greenland and, in particular to the mining, processing or use of

copper or gold, may adversely affect the operations, delay or impact the approval process or conditions

imposed, increase exploration and development costs, or reduce profitability of the Company. Moreover,

logistical difficulties may arise due to the assets being located overseas such as the incurring of additional

costs with respect to overseeing and managing the projects, including expenses associated with taking

advice in relation to the application of local laws as well as the cost of establishing a local presence in

Greenland. Fluctuations in the currency of Germany or Greenland may also affect the dealings and operations

of the Company.

10 GreenX Metals Limited

DIRECTORS’ REPORT

(Continued)

Business Strategies and Prospects for Future Financial Years (continued)

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights

applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of

additional local or foreign parties as joint venture partners with carried or other interests. Further, the

outcomes in courts in Germany or Greenland may be less predictable than in Australia, which could affect

the enforceability of contracts entered into by the Company.

The Greenland projects are remotely located in an area that has an arctic climate and that is categorised as

an arctic desert, and as such, the operations of the Company will be exposed to related risks and uncertainties

of arctic exploration, including adverse weather or ice conditions which may and has prevented access to the

projects, which can impact exploration and field activities or generate unexpected costs. It is not possible for

the Company to predict or protect the Company against all such risks.

The Company also had previous operations in Poland which may be subject to regulations concerning

protection of the environment, including at the Debiensko and Kaczyce projects which have both been

relinquished by the Company. As with all exploration projects and mining operations, activities will have an

impact on the environment including the possible requirement to make good any disturbed or damaged

land.

Existing and possible future environmental protection legislation, regulations and actions could cause

additional expense, capital expenditures and restrictions, the extent of which cannot be predicted which

could have a material adverse effect on the Company's business, financial condition and results of operations.

• The Group’s exploration and development activities will require further capital – The exploration and an

development of the Company’s exploration properties will require substantial additional financing. Failure to

obtain sufficient financing may result in delaying or indefinite postponement of exploration and any

development of the Company’s properties or even a loss of property interest. There can be no assurance that

additional capital or other types of financing will be available if needed or that, if available, the terms of such

financing will be favourable to the Company.

• The Group’s exploration properties may never be brought into production – The exploration for, and

development of, mineral deposits involves a high degree of risk. Few properties which are explored ar

ultimately developed into producing mines. To mitigate this risk, the Company will undertake systematic and

staged exploration and testing programs on its mineral properties and, subject to the results of these

exploration programs, the Company will then progressively undertake a number of technical and economic

studies with respect to its projects prior to making a decision to mine. However, there can be no guarantee

that the studies will confirm the technical and economic viability of the Company’s mineral properties or that

the properties will be successfully brought into production.

• The Group may be adversely affected by fluctuations in commodity prices – The price of commodities (in th

case of the Company - gold, copper and antimony) fluctuates widely and is affected by numerous factors

beyond the control of the Group. Future production, if any, from the Group’s mineral properties will be

dependent upon commodity prices being adequate to make these properties economic. The Group currently

does not engage in any hedging or derivative transactions to manage commodity price risk. As the Group’s

operations change, this policy will be reviewed periodically going forward.

• The Group may be adversely affected by competition within the resources industry – The Group competes

with other domestic and international exploration and development companies, some of whom have larger

financial and operating resources. Increased competition could lead to higher supply or lower overall pricing.

There can be no assurance that the Company will not be materially impacted by increased competition. In

addition, the Group is continuing to secure additional surface and mineral rights, however there can be no

guarantee that the Group will secure additional surface and mineral rights, which could impact on the results

of the Group’s operations.

• The Company may be adversely affected by fluctuations in foreign exchange – Current and planned

activities are predominantly denominated in Sterling, Euros and/or Danish krone and the Company’s ability

to fund these activates may be adversely affected if the Australian dollar continues to fall against these

currencies. The Company currently does not engage in any hedging or derivative transactions to manage

foreign exchange risk. As the Company’s operations change, this policy will be reviewed periodically going

forward.

ANNUAL REPORT 2025 11

DIRECTORS

The names and details of the Group's Directors in office at any time during the financial year or since the end of

the financial year are:

Current Directors:

Mr Ian Middlemas Chairman

Mr Benjamin Stoikovich Director and CEO

Mr Garry Hemming Non-Executive Director

Mr Mark Pearce Non-Executive Director

Unless otherwise stated, Directors held their office from 1 July 2024 until the date of this report.

CURRENT DIRECTORS AND OFFICERS

Mr Ian Middlemas B.Com, CA

Chairman

Mr Middlemas is a Chartered Accountant who also holds a Bachelor of Commerce degree. He worked for a large

international Chartered Accounting firm before joining the Normandy Mining Group where he was a senior group

executive for approximately 10 years. He has had extensive corporate and management experience, and is

currently a Director with a number of publicly listed companies in the resources sector.

Mr Middlemas was appointed a Director of the Company on 25 August 2011. During the three year period to the

end of the financial year, Mr Middlemas has held directorships in GBM Resources Limited (June 2025 – present),

NGX Limited (April 2021 – present), Constellation Resources Limited (November 2017 – present), Apollo Minerals

Limited (July 2016 – present), Terra Metals Limited (October 2013 – present), Berkeley Energia Limited (April 2012 –

present), Salt Lake Potash Limited (Receivers Appointed) (January 2010 – present), Equatorial Resources Limited

(November 2009 – present), Sovereign Metals Limited (July 2006 – present), and Odyssey Gold Limited (September

2005 – present).

Mr Benjamin Stoikovich B.Eng, M.Eng, M.Sc, CEng, CEnv

Director and CEO

Mr Stoikovich is a mining engineer and professional corporate finance executive. He has extensive experience in

the resources sector gained initially as an underground Longwall Coal Mining Engineer with BHP Billiton where

he was responsible for underground longwall mine operations and permitting, and more recently as a senior

executive within the investment banking sector in London where he gained experience in mergers and

acquisitions, debt and off take financing.

He has a Bachelor of Mining Engineering degree from the University of NSW; a Master of Environmental

Engineering from the University of Wollongong; and a M.Sc in Mineral Economics from Curtin University. Mr

Stoikovich also holds a 1st Class Coal Mine Managers Ticket from the Coal Mine Qualifications Board (NSW,

Australia) and is a registered Chartered Engineer (CEng) and Chartered Environmentalist (CEnv) in the United

Kingdom. Mr Stoikovich was appointed a Director of the Company on 17 June 2013. During the three year period

to the end of the financial year, Mr Stoikovich held a directorship in Sovereign Metals Limited (October 2020 –

present).

Mr Garry Hemming

Non-Executive Director

Audit Committee (Member)

Mr Hemming has been involved in all aspects of discovering projects and taking them from detailed exploration

and through feasibility study. Mr Hemming has lead teams that have discovered, acquired and/or developed ore-

bodies including the Yilgarn Star Gold deposit in Western Australia, Hadleigh Castle/Rishton in Queensland and

the Acoje Nickel PGE deposit in the Philippines.

Mr Hemming was appointed a Director of the Company on 6 October 2021. Mr Hemming has not been a Director

of another listed company in the three years prior to the end of the financial year.

Mr Mark Pearce B.Bus, CA, FCIS, FFin

Non-Executive Director

Audit Committee (Chair)

Mr Pearce is a Chartered Accountant and is currently a Director of several listed companies that operate in the

resources sector. He has had considerable experience in the formation and development of listed resource

companies. Mr Pearce is also a Fellow of the Institute of Chartered Secretaries and Administrators and a Fellow of

the Financial Services Institute of Australasia.

Mr Pearce was appointed a Director of the Company on 25 August 2011. During the three year period to the end of

the financial year, Mr Pearce has held directorships in Terra Metals Limited (Alternate Director) (June 2022 –

present), NGX Limited (April 2021 – present), Constellation Resources Limited (July 2016 – present), Equatorial

Resources Limited (November 2009 – present), and Sovereign Metals Limited (July 2006 – present).

12 GreenX Metals Limited

DIRECTORS’ REPORT

(Continued)

CURRENT DIRECTORS AND OFFICERS (continued)

Mr Dylan Browne B.Com, CA, AGIA

Company Secretary

Mr Browne is a Chartered Accountant and Associate Member of the Governance Institute of Australia (Chartered

Secretary) who is currently Company Secretary for a number of ASX and European listed companies that operate

in the resources sector. He commenced his career at a large international accounting firm and has since been

involved with a number of exploration and development companies operating in the resources sector, based in

London and Perth, including Sovereign Metals Limited, Berkeley Energia Limited and Papillon Resources Limited.

Mr Browne successfully listed GreenX on the Main Board of the London Stock Exchange and the Warsaw Stock

Exchange in 2015 and also oversaw Berkeley’s listings on the Main Board LSE and the Spanish Stock Exchanges in

2018. Mr Browne was appointed Company Secretary of the Company on 25 October 2012.

PRINCIPAL ACTIVITIES

The principal activities of the Group during the financial year consisted of the exploration and evaluation of its

exploration projects and the defence of its Award made against Poland.

EARNINGS PER SHARE

2025

Cents

2024

Cents

Basic and diluted loss per share (2.14) (1.66)

ENVIRONMENTAL REGULATION AND PERFORMANCE

The Group's operations are subject to various environmental laws and regulations under the relevant

government's legislation. Full compliance with these laws and regulations is regarded as a minimum standard for

all operations to achieve.

Instances of environmental non-compliance by an operation are identified either by external compliance audits

or inspections by relevant government authorities.

There have been no significant known breaches by the Group during the financial year.

DIVIDENDS

No dividends were paid or declared since the start of the financial year. No recommendation for payment of

dividends has been made (2024: nil).

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There were no significant changes in the state of affairs of the Group during the year other than the following:

(i) On 2 August 2024, the Company announced it had entered into the an earn-in agreement to acquire up to

90% in the Tannenberg copper project in Germany;

(ii) On 8 October 2024, the Company announced that it had been successful in its Claim against Poland with

an Award in compensation of £252 million, including interest;

(iii) On 6 January 2025, GreenX was selected as one of eight exploration companies to participate in BHP’s 2025

Xplor program and received a one-off, non-dilutive grant of up to US$500,000; and

(iv) In June 2025, the company completed a placement to raise gross proceeds of approximately A$7.1 million

(~£4.6 million) from new and existing investors.

SIGNIFICANT EVENTS AFTER BALANCE DATE

At the date of this report, there are no matters or circumstances, which have arisen since 30 June 2025 that have

significantly affected or may significantly affect:

• the operations, in financial years subsequent to 30 June 2025, of the Consolidated Entity;

• the results of those operations, in financial years subsequent to 30 June 2025, of the Consolidated Entity; or

• the state of affairs, in financial years subsequent to 30 June 2025, of the Consolidated Entity.

RELATED PARTY DISCLOSURE

Balances and transactions between the Company and its subsidiaries, which are related parties to the Company,

have been eliminated on consolidation. There have been no other transactions with related parties during the

period, other than remuneration for Key Management Personnel (KMP).

ANNUAL REPORT 2025 13

SUBSTANTIAL SHAREHOLDERS (shareholder with voting power of at least 5%)

Substantial Shareholder notices have been received by the following:

Substantial Shareholder

Number of Shares/Votes

Voting Power

CD Capital Natural Resources Fund III LP 50,487,925 18.10%

ORDINARY SHARES HELD BY DIRECTORS'

At the Date of this Report 30 June 2025 30 June 2024

Mr Ian Middlemas 11,660,000 11,660,000 11,660,000

Mr Benjamin Stoikovich 819,406 819,406 819,406

Mr Garry Hemming - - -

Mr Mark Pearce 2,000,000 2,700,000 2,850,000

DIRECTORS' INTERESTS

As at the date of this report, the Directors' interests in the securities of the Company are as follows:

Interest in securities at the date of this report

Ordinary Shares

Incentive Options

Mr Ian Middlemas 11,660,000 -

Mr Benjamin Stoikovich 819,406 5,400,000

Mr Garry Hemming - -

Mr Mark Pearce 2,000,000 2,200,000

Notes:

“Ordinary Shares” means fully paid Ordinary Shares in the capital of the Company.

“Incentive Options” means an unlisted option to subscribe for one Ordinary Share in the capital of the Company.

SHARE OPTIONS AND PERFORMANCE RIGHTS

At the date of this report the following unlisted securities have been issued over unissued Ordinary Shares of the

Company:

• 4,775,000 Incentive Options exercisable at $0.45 each on or before 30 November 2025

;

• 5,525,000 Incentive Options exercisable at $0.55 each on or before 30 November 2026;

• 6,800,000 Incentive Options exercisable at $1.05 each on or before 31 May 2029;

• 6,800,000 Incentive Options exercisable at $1.20 each on or before 31 May 2030;

• 5,000,000 Class A Performance Rights that have an expiry date 8 October 2026; and

• 6,000,000 Class B Performance Rights that have an expiry date 8 October 2026.

During the year ended 30 June 2025, nil Ordinary Shares have been issued as a result of the exercise of Incentive

Options. During the year ended 30 June 2024, 310,288 and 5,711,805 Ordinary Shares have been issued as a result

of the exercise of Incentive Options and convertible note respectively. Subsequent to year end and up until the

date of this report, no Ordinary Shares have been issued as a result of the exercise/conversion of Incentive Options

or Performance Rights.

INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS

The Constitution of the Company requires the Company, to the extent permitted by law, to indemnify any person

who is or has been a Director or officer of the Company or Group for any liability caused as such a Director or officer

and any legal costs incurred by a Director or officer in defending an action for any liability caused as such a Director

or officer.

During or since the end of the financial year, no amounts have been paid by the Company or Group in relation to

the above indemnities.

During the financial year, an annualised insurance premium was paid to provide adequate insurance cover for

directors and officers against any potential liability and the associated legal costs of a proceeding.

To the extent permitted by law, the Company has agreed to indemnify its auditors, UHY Haines Norton, as part of

the terms of its audit engagement agreement against claims by third parties arising from the audit (for an

unspecified amount). No payment has been made to indemnify UHY Haines Norton during or since the financial

year.

26 GreenX Metals Limited

NOTES TO AND FORMING PART OF THE FINANCIAL

STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

1. STATEMENT OF MATERIAL ACCOUNTING POLICIES

The material accounting policies adopted in preparing the financial report of GreenX Metals Limited (GreenX or

Company) and its consolidated entities (Consolidated Entity or Group) for the year ended 30 June 2025 are stated

to assist in a general understanding of the financial report.

GreenX Metals is a Company limited by shares incorporated and domiciled in Australia whose shares are publicly

traded on the Australian Securities Exchange (ASX), the London Stock Exchange (LSE) and the Warsaw Stock

Exchange (WSE).

The financial report of the Group for the year ended 30 June 2025 was authorised for issue in accordance with a

resolution of the Directors.

(a) Basis of Preparation

The financial report is a general purpose financial report, which has been prepared in accordance with Australian

Accounting Standards (AASBs) and other authoritative pronouncements of the Australian Accounting Standards

Board (AASB) and the Corporations Act 2001. The Group is a for-profit entity for the purposes of preparing the

consolidated financial statements.

The financial report has been prepared on a historical cost basis, except for certain financial liabilities which have

been measured at fair value. The financial report is presented in Australian dollars.

The consolidated financial statements have been prepared on a going concern basis which assumes the continuity

of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of

business.

(b) Statement of Compliance

The financial report complies with International Financial Reporting Standards (IFRS) as issued by the

International Accounting Standards Board.

In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the

AASB that are relevant to its operations and effective for the current annual reporting period. The adoption of these

new and revised Standards or Interpretations has had an immaterial impact (if any) on the Group. Any new or

amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet

effective have not been adopted by the Group for the annual reporting period ended 30 June 2025. Those which

may be relevant to the Group are set out in the table below, but these are not expected to have any significant

impact on the Group’s financial statements as detailed below.

Standard/Interpretation

Application

date of

standard

Application

date for Group

AASB 2023-5 Amendments to AASs – Lack of Exchangeability 1 January 2025 1 July 2025

AASB 2024-2 Amendments to AASs – Classification and Measurement of Financial

Instruments

1 January 2026 1 July 2026

AASB 2024-3 Amendments to AASs – Annual Improvements Volume II. Amendments to

AASB 1, AASB 7, AASB 9, AASB 10 and AASB 107

1 January 2026 1 July 2026

AASB 2025-2 Amendments to AASs – Classification and Measurement of Financial

Instruments: Tier 2 Disclosures

1 January 2026 1 July 2026

AASB 18 Presentation and Disclosure in Financial Statements 1 January 2027 1 July 2027

ANNUAL REPORT 2025 27

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at

30 June 2025 and the results of all subsidiaries for the year then ended.

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an

entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has

the ability to affect those returns through its power to direct the activities of the entity.

The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using

consistent accounting policies. Accounting policies of subsidiaries have been changed where necessary to ensure

consistency with the policies adopted by the Company.

Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-

consolidated from the date that control ceases. Intercompany transactions and balances, income and expenses

and profits and losses between Group companies, are eliminated.

(d) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly

liquid investments with original maturities of three months or less.

(e) Trade and Other Receivables

Trade receivables are initially recognised at the transaction price and subsequently measured at amortised costs

amount less any expected credit loss (ECL).

Receivables from related parties are initially recognised at fair value and measured at amortised cost and are

interest free.

The Group’s trade and other receivables includes GST and other taxes receivables, interest receivable and security

deposits.

(f) Financial Assets

(i)

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through

other comprehensive income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow

characteristics and the Group’s business model for managing them. The Group initially measures a financial asset

at its fair value plus, in the case of a financial asset not at fair value through profit or loss, less transaction costs.

(ii)

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

• Financial assets at amortised cost;

• Financial assets at fair value through OCI with recycling of cumulative gains and losses (not relevant to the

Group);

• Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon

derecognition (equity instruments – not relevant to the Group); and

• Financial assets at fair value through profit or loss (equity instruments – not relevant to the Group).

Financial assets at amortised cost (debt instruments)

The Group measures financial assets at amortised cost if both of the following conditions are met:

• The financial asset is held within a business model with the objective to hold financial assets in order to

collect contractual cash flows; and

• The contractual terms of the financial asset give rise on specified dates to cash flows that are solel

payments of principal and interest on the principal amount outstanding.

Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and

are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised,

modified or impaired.

28 GreenX Metals Limited

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE

2025

(Continued)

1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (Continued)

(f) Financial Assets (continued)

Impairment

The Group recognises an allowance for ECLs for all debt instruments not held at fair value through profit or loss.

ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all

the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. ECLs are

recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk

since initial recognition, ECLs are provided for credit losses that result from default events that are possible within

the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in

credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of

the exposure, irrespective of the timing of the default (a lifetime ECL).

For receivables due in less than 12 months, the Group recognises a loss allowance based on the financial asset’s

lifetime ECL at each reporting date.

Given the nature of financial assets held by the Group, it considers a financial asset to be in default when internal

or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full

before taking into account any credit enhancements held by the Group. A financial asset is written off when there

is no reasonable expectation of recovering the contractual cash flows.

At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired.

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated

future cash flows of the financial asset have occurred.

(g) Property, Plant and Equipment

(i) Recognition and measurement

Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated

impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost

of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the

carrying amount of the property, plant and equipment as a replacement only if it is eligible for capitalisation. All

other repairs and maintenance are recognised in the Statement of Profit or Loss and other Comprehensive Income

as incurred.

(ii) Depreciation

Depreciation is provided on a straight-line basis on all property, plant and equipment.

2025 2024

Major depreciation periods (per annum) are:

Plant and equipment: 22% - 40% 22% - 40%

The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at

each financial year end.

(iii) Derecognition

An item of property, plant and equipment is derecognised upon disposal or when no further future economic

benefits are expected from its use or disposal. Impairment of property, plant and equipment are discussed in note

1(s).

(h) Exploration and Evaluation Expenditure

Expenditure on exploration and evaluation is accounted for in accordance with the ‘area of interest’ method.

Exploration and evaluation expenditure encompasses expenditures incurred by the Group in connection with the

exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of

extracting a mineral resource are demonstrable.

For each area of interest, expenditure incurred in the acquisition of rights to explore is capitalised, classified as

tangible or intangible, and recognised as an exploration and evaluation asset. Exploration and evaluation assets

are measured at cost at recognition and are recorded as an asset if:

(i) the rights to tenure of the area of interest are current; and

(ii) at least one of the following conditions is also met:

• the exploration and evaluation expenditures are expected to be recouped through successful

development and exploitation of the area of interest, or alternatively, by its sale; and

ANNUAL REPORT 2025 29

• exploration and evaluation activities in the area of interest have not at the reporting date reached a stage

which permits a reasonable assessment of the existence or otherwise of economically recoverable

reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation expenditure incurred by the Group subsequent to acquisition of the rights to explore

is expensed as incurred, up to costs associated with the preparation of a feasibility study.

Impairment

Capitalised exploration costs are reviewed each reporting date to establish whether an indication of impairment

exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to

determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the

carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent

that the increased carrying amount does not exceed the carrying amount that would have been determined had

no impairment loss been recognised for the asset in previous years.

Where a decision is made to proceed with development, accumulated expenditure is tested for impairment and

transferred to development properties, and then amortised over the life of the reserves associated with the area

of interest once mining operations have commenced. Recoverability of the carrying amount of the exploration

and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale

of the respective areas of interest.

Grant funding receivable

Where funds are received or receivable from partners regarding monetary contributions for project identification,

validation or exploration, the funds received are allocated in the financial statements against the corresponding

expense or exploration asset.

(i) Payables

Liabilities are recognised for amounts to be paid in the future for goods and services received. Trade accounts

payable are normally settled within 30 days. Payables are carried at amortised cost.

(j) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past

event, it is probable that an outflow of resources embodying economic benefits will be required to settle the

obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle

the present obligation at the reporting date. If the effect of the time value of money is material, provisions are

discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When

discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

(k) Financial Liabilities

(i) Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans

and borrowings (amortised cost) or payables.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,

net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables and financial liabilities at fair value through profit

or loss.

(ii) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Amortised cost liabilities

This is the category most relevant to the Group. After initial recognition, amortised cost liabilities are subsequently

measured at amortised cost using the EIR method. Gains and losses are then recognised in profit or loss when the

liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that

are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.

Financial liabilities at fair value through profit or loss

This is the category least relevant to the Group. Financial liabilities at fair value through profit or loss include

financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value

through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near

term.

30 GreenX Metals Limited

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE

2025

(Continued)

1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (Continued)

(k) Financial Liabilities (continued)

(ii) Subsequent measurement (continued)

Financial liabilities at fair value through profit or loss

Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the

initial date of recognition, and only if the criteria in AASB 9 Financial Instruments are satisfied.

(iii) Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another on substantially different terms, or the terms of an

existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the

original liability and the recognition of a new liability. The difference in the respective carrying amounts is

recognised in the statement of profit or loss.

(l) Revenue Recognition

Revenue is recognised when control of goods is transferred to the customer at an amount that reflects the

consideration to which the Group expects to be entitled to in exchange for those goods.

Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.

(m) Income Tax

The income tax expense for the period is the tax payable on the current period’s taxable income based on the

national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable

to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial

statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when

the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively

enacted at balance date for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of

deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made

for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset

or liability is recognised in relation to these temporary differences if they arose on goodwill or in a transaction,

other than a business combination, that at the time of the transaction did not affect either accounting profit or

taxable profit or loss.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and

tax bases of investments in controlled entities where the Company is able to control the timing of the reversal of

the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable

that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent

that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income

tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent

that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised

directly in equity.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current

tax assets against tax liabilities and the deferred tax liabilities relate to the same taxable entity and the same

taxation authority.

(n) Tax consolidation

GreenX Metals Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated

group under the tax consolidation regime. Each entity in the tax consolidated group recognises its own current

and deferred tax liabilities, except for any deferred tax assets resulting from unused tax losses and tax credits,

which are immediately assumed by the Company (which is the head entity in the tax consolidated group). The

current tax liability of each group entity is then subsequently assumed by the Company. The tax consolidated

group has entered a tax sharing agreement whereby each company in the Group contributes to the income tax

payable in proportion to their contribution to the net profit before tax of the tax consolidated group.

ANNUAL REPORT 2025 31

(o) Employee Entitlements

Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to

balance date. Employee benefits that are expected to be settled within 12 months have been measured at the

amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later

than 12 months have been measured using the projected unit credit valuation method.

(p) Earnings per Share

Basic earnings per share (EPS) is calculated by dividing the net profit attributable to members of the Company for

the reporting period, after excluding any costs of servicing equity, by the weighted average number of Ordinary

Shares of the Company, adjusted for any bonus issue.

Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the after tax effect of financing costs

associated with dilutive potential Ordinary Shares and the effect on revenues and expenses of conversion to

Ordinary Shares associated with dilutive potential Ordinary Shares, by the weighted average number of Ordinary

Shares and dilutive Ordinary Shares adjusted for any bonus issue.

(q) 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 Australian Tax Office. In these circumstances the GST is recognised as part of the cost

of acquisition of the asset or as part of the expense. Receivables and payables in the statement of financial position

are shown inclusive of GST.

Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing

and financing activities, which are disclosed as operating cash flows.

(r) Acquisition of Assets

A group of assets may be acquired in a transaction which is not a business combination. In such cases the cost of

acquisition is allocated to the individual identifiable assets (including intangible assets that meet the definition of

and recognition criteria for intangible assets in AASB 138) acquired and liabilities assumed on the basis of their

relative fair values at the date of purchase.

(s) Impairment of non-current Assets

The Group assesses at each reporting date whether there is an indication that a non-current asset may be

impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group

makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value

less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not

generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's

value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as

part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating

unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down

to its recoverable amount.

In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of the time value of money and the risks specific to the

asset.

An assessment is also made at each reporting date as to whether there is any indication that previously recognised

impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is

estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates

used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case

the carrying amount of the asset is increased to its recoverable amount.

That increased amount cannot exceed the carrying amount that would have been determined, net of

depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in

profit or loss. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's

revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(t) Fair Value Estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for

disclosure purposes.

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting

date. The quoted market price used for financial assets held by the Group is the current bid price; the appropriate

quoted market price for financial liabilities is the current ask price.

The net carrying value of trade receivables and payables are short term in nature and approximate their fair values.

The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash

flows at the current market interest rate that is available to the Group for similar financial instruments.

32 GreenX Metals Limited

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE

2025

(Continued)

1. STATEMENT OF MATERIAL ACCOUNTING POLICIES (Continued)

(u) Issued and Unissued Capital

Ordinary Shares and unissued milestone shares are classified as equity. Issued and paid up capital is recognised at

the fair value of the consideration received by the Company. Incremental costs directly attributable to the issue of

new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(v) Foreign Currencies

(i) Functional and presentation currency

The functional currency of each of the Group's entities is measured using the currency of the primary economic

environment in which that entity operates. The consolidated financial statements are presented in Australian

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

Transactions and balances

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

date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-

monetary items measured at historical cost continue to be carried at the exchange rate at the date of the

transaction.

Exchange differences arising on the translation of monetary items are recognised in the Statement Profit or Loss

and other Comprehensive Income.

Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the

extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the

other Comprehensive Income.

(ii) Group companies

The financial results and position of foreign operations whose functional currency is different from the Group's

presentation currency are translated as follows:

• assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;

• income and expenses are translated at average exchange rates for the period; and

• items of equity are translated at the historical exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations are transferred to the group's foreign currency

translation reserve in the Statement of Financial Position. The accumulated difference is reclassified in the

Statement of Profit or Loss and other Comprehensive Income in the period in which the operation is disposed.

(w) Share-Based Payments

Equity-settled share-based payments are provided to officers, employees, consultants and other advisors. These

share-based payments are measured at the fair value of the equity instrument at the grant date. Fair value is

determined using the Binomial option pricing model. Further details on how the fair value of equity-settled share-

based payments has been determined can be found in Note 19.

The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on

the Company's estimate of equity instruments that will eventually vest. At each reporting date, the Company

revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original

estimates, if any, is recognised in profit or loss over the remaining vesting period, with a corresponding adjustment

to the option premium reserve.

Equity-settled share-based payments may also be provided as consideration for the acquisition of assets. Where

Ordinary Shares are issued, the transaction is recorded at fair value based on the quoted price of the Ordinary

Shares at the grant date. The acquisition is then recorded as an asset or expensed in accordance with accounting

standards. Unvested incentive securities that lapse when non-market conditions are not met are reversed from

the share-based payment reserve to the Statement of Profit or Loss.

(x) Arbitration facility income

Arbitration facility income is recognised when there is reasonable assurance that the Company will comply with

the LFA and the benefits will be received. Arbitration facility income is recognised in profit or loss on a systematic

basis over the periods in which the entity recognises as expenses the related arbitration costs for which the income

is intended to compensate.

(y) Use and Revision of Accounting Estimates, Judgements and Assumptions

The preparation of the financial report requires management to make judgements, estimates and assumptions

that affect the application of accounting policies and the reported amounts of assets, liabilities, income and

expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed

on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is

ANNUAL REPORT 2025 33

revised if the revision affects only that period, or in the period of the revision and future periods if the revision

affects both current and future periods.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying

accounting policies that have the most significant effect on the amount recognised in the financial statements

are described in the following notes:

• Share-Based Payments (Note 19) - The Group initially measures the cost of equity-settled transactions with

employees by reference to the fair value of the equity instrument at the date at which they are granted.

Estimating fair value for share-based payment transactions requires the determination of the mos

appropriate valuation model. This estimate also requires the determination of the most appropriate inputs

to the valuation model including the expected life of the share option, volatility and dividend yield. The

assumption and models used for estimating the fair value for share-based payment transactions are

disclosed in Note 19.

• Functional currency of foreign operations (Note 22 (g)) - determination of the functional currency of forei

subsidiaries requires judgement regarding the primary currency of labour, material and exploration spend

in that subsidiary.

(z) Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys

the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and

leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets

representing the right to use the underlying assets.

2. REVENUE AND OTHER INCOME

2025 2024

$ $

(a)

Revenue

Interest revenue

244,867 448,295

Gas and property lease revenue

- 2,839

244,867 451,134

(b)

Other income

Arbitration finance facility income

251,593 404,858

Other

27,483 8,870

279,076 413,728

3. EXPENSES

2025 2024

Note $ $

(a)

Employee benefits expense

Salaries and wages

(961,560) (1,106,200)

Superannuation expense

(6,440) (6,160)

Employment expenses

(968,000) (1,112,360)

-based payment expense 19(a) (136,955) (42,341)

Employment expenses recorded in exploration and evaluation expenses

(452,077) (500,223)

Total employment expenses included in profit or loss

(1,557,032) (1,654,924)

34 GreenX Metals Limited

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE

2025

(Continued)

4. INCOME TAX

2025 2024

$ $

(a)

Recognised in the statement of comprehensive income

Current income tax

Current income tax benefit in respect of the current year - -

Deferred income tax

Relating to origination and reversal of temporary differences - -

Income tax expense/(benefit) reported in the statement of Profit or Loss and other

Comprehensive income

- -

(b)

Reconciliation between tax expense and accounting loss before income

tax

Accounting loss before income tax

(6,022,365) (4,553,934)

At the domestic income tax rate of 30% (

2024: 30%) (1,806,709) (1,366,180)

Expenditure not allowable for income tax purposes 1,464,151 909,138

Income not assessable for income tax purposes (114,997) (124,118)

Adjustments in respect of deferred income tax of previous years (85,919) 69,019

Deferred tax assets not brought to account 543,474 512,142

Income tax expense/(benefit) reported in the statement of Profit or Loss and other

Comprehensive income

- -

(c)

Deferred Tax Assets and Liabilities

Deferred income tax at 30 June relates to the following:

Deferred Tax Liabilities

Receivables 6,521

3,824

Deferred tax assets used to offset deferred tax liabilities (6,521)

(3,824)

Deferred Tax Assets

Accrued expenditure 74,232

61,961

Right-of-use assets (3,520)

7,582

Capital allowances 122,013

113,585

Tax losses available to offset against future taxable income

6,624,407

6,069,262

Deferred tax assets used to offset deferred tax liabilities (6,521)

(3,824)

Deferred tax assets not brought to account (6,810,611)

(6,248,566)

The benefit of deferred tax assets not brought to account will only be brought to account if:

• future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be

realised;

• the conditions for deductibility imposed by tax legislation continue to be complied with; and

• no changes in tax legislation adversely affect the Group in realising the benefit.

(d) Tax Consolidation

The Company and its wholly-owned Australian resident entities have formed a tax consolidated group and are

therefore taxed as a single entity. The head entity within the tax consolidated group is GreenX Metals Limited.

ANNUAL REPORT 2025 35

5. TRADE AND OTHER RECEIVABLES

2025 2024

$ $

Trade receivables

184,794 13,652

nterest receivable 21,737 12,450

Deposits/prepayments

102,567 24,442

GST and other receivables

250,488 136,019

559,586 186,563

Note:

As at 30 June 2025 (2024: nil), no amounts are past due or impaired.

6. EXPLORATION AND EVALUATION ASSETS

Arctic Rift

Copper Project

Eleonore North

Gold Project

Tannenberg

Project

Total

Carrying amount at 1 July 2024

7,770,000 1,602,906 - 9,372,906

ELN acquisition consideration: Issue of

382,636 Ordinary Shares to GEX (Note 7)

(Note 12)

- 300,000 - 300,000

Tannenberg expenditure

- - 862,053 842,189

Tannenberg acquisition consideration: Issue

of 500,000 Ordinary Shares (Note 12)

- -

405,000 405,000

Exploration costs funded by project BHP

Xplor program

- - (276,774) (276,774)

Carrying amount at 30 June 2025

7,770,000 1,902,906 990,279 10,663,185

Carrying amount at 1 July 2023 7,750,883 - - 7,750,883

ARC Earn-in expenditure 19,117 - - 19,117

ELN expenditure - 1,602,906 - 1,602,906

Carrying amount at 30 June 2024

7,770,000 1,602,906 - 9,372,906

Note:

The ultimate recoupment of costs carried forward for exploration and evaluation is dependent on the successful development and commercial

exploitation or sale of the respective areas of interest. No impairment expense was recognised during the year (2024: nil).

In August 2024, GreenX entered into an earn-in agreement through which GreenX can earn a 90% interest in Tannenberg. During the period,

the Tannenberg exploration licence was extended for a further three years which provides GreenX with the ability to exercise its option over

the project on or before 31 December 2025, pursuant to the earn-in agreement.

Relates to amounts funded by the grant received from BHP in respect of the BHP Xplor program. The Company received a total of $790,071

(US$500,000), (revalued at 30 June 2025 to $809,935) in funding pursuant to the Xplor program during the year, with $276,774 of the grant

spent as at 30 June 2025. The unspent amount of $533,161 as been recognised as an other financial liability (refer to note 10 below) and will be

recognised in exploration and evaluation as the funds are incurred on Tannenberg.

7. ASSET ACQUISITION

In July 2024, GreenX entered into a revised agreement with Greenfields to acquire 100% of the Eleonore North

project. The transfer of the ELN exploration licence to the Group was completed on 18 October 2024.

In line with relevant accounting standards, the Company has treated the acquisition of ELN as an asset acquisition

and a share-based payment transaction under AASB 2 Share Based Payments.

The total cost of the asset acquisition was $300,000 and comprised of an issue of 382,636 Ordinary Shares (refer to

Note 6 above).

36 GreenX Metals Limited

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE

2025

(Continued)

8. PROPERTY, PLANT AND EQUIPMENT

Plant and

equipment

Right-of-use assets

Total

$ $ $

Carrying amount at 1 July 2024

8,349 274,112 282,461

Additions

4,020 - 4,020

Depreciation and amortisation (6,157) (262,379) (268,536)

Carrying amount at 30 June 2025 6,212 11,733 17,945

- at cost

812,467 1,487,519 2,302,032

- accumulated depreciation, amortisation and impairment

(806,255) (1,475,786) (2,284,087)

Carrying amount at 1 July 2023

582,720 536,492 1,119,212

Additions 4,357 - 4,357

Impairment (423,687) - (423,687)

Depreciation and amortisation (155,041) (262,380) (417,421)

Carrying amount at 30 June 2024

8,349 274,112 282,461

- at cost

808,447 1,487,519 2,298,012

- accumulated depreciation, amortisation and impairment

(800,098) (1,213,407) (2,015,551)

9. TRADE AND OTHER PAYABLES

2025 2024

$ $

Trade and other payables 745,236 719,393

Arbitration expenses payable 1,602,467 -

2,347,703 719,393

Notes:

Trade payables are non-interest bearing and are normally settled on 30-day terms.

Other payables are non-interest bearing and have an average term of six months.

10. OTHER LIABILITIES

Note 2025 2024

$ $

(a) Current Liabilities:

Grant received, E&E expenditures not yet incurred

6 533,161 -

Lease Liability

- 299,385

533,161 299,385

(b) Non-Current Liabilities:

Lease Liability

- -

Other - 3,195

- 3,195

Note:

Please refer to Note 6 for further discussion.

The Company had a lease agreement for the rental of a corporate office which expired in July 2025 (Expired Lease). Prior to its expiry, the

Company entered into a new lease agreement (New Lease) that will expire on 30 June 2028. The New Lease commenced on 29 July 2025 with

the principal rent amount of £164,540 ($337,420) per annum commencing from the start date of the New Lease. Refer to Note 8 for the carrying

amount of the right of use asset relating to the previous lease. The following are amounts recognised in the Statement of Profit and Loss: (i)

amortisation expense of right of use asset $262,380 (2024: $262,380); (ii) interest expense on lease liabilities of $13,285 (2024: $32,474); and (iii)

rent expense of $95,950 (2024: $253,396).

ANNUAL REPORT 2025 37

11. PROVISIONS

2025

2024

(a) Current Provisions:

Provisions for the protection against mining damage at Debiensko

772,727 724,174

Provision for closure of gas project

- 26,982

Annual leave provision 5,029 9,185

777,756 760,341

(b) Non-Current Provisions:

Provisions for the protection against mining damage at Debiensko

304,576 274,231

Notes:

As Debiensko was previously an operating mine, the Group has provided for the pay out of mining land damages to surrounding land owners

who have made a legitimate legal claim under Polish law.

During the prior year, the Company completed the sale of the Kaczyce 1 licence infrastructure to a third party following the expiry of the licence.

12. CONTRIBUTED EQUITY

2025 2024

Note $ $

(a) Issued and Unissued Capital

287,083,089 (2024: 278,901,032) fully paid Ordinary Shares 12(b) 95,187,822 89,918,183

Total Contributed Equity 95,187,822 89,918,183

(b) Movements in Ordinary Shares During the Past Two Years Were as Follows:

Date Details

Number of

Ordinary Shares $

1 Jul 2024 Opening balance 278,901,032 89,918,183

2 Aug 24 Issue of Tannenberg consideration (Note 6) 500,000 405,000

2 Aug 24 Issue of shares to a consultant 100,000 81,000

18 Oct 24 Issue of ELN consideration (Note 6) 382,636 300,000

26 May 25 Issue of placement Shares 6,394,537 4,156,449

26 May 25 Issue of shares to a consultant 79,365 51,587

2 Jun 25 Issue of placement Shares 725,519 471,587

Jul 24 to Jun 25 Share issue costs - (195,984)

30 Jun 2025 Closing balance 287,083,089 95,187,822

1 Jul 2023 Opening balance 267,674,439 83,317,501

24 Jul 2023 Issue of Placing Shares 5,204,500 4,163,600

1 Nov 2023 Exercise of $0.45 incentive options (cashless) 310,288 -

22 May 2024 Conversion of convertible note 5,711,805 2,600,012

Jul 23 to Jun 24

Transfer from share-based payment reserve upon exercise of

options - 64,740

Jul 23 to Jun 24 Share issue costs - (227,670)

30 Jun 2024 Closing balance 278,901,032 89,918,183

38 GreenX Metals Limited

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE

2025

(Continued)

12. CONTRIBUTED EQUITY (CONTINUED)

The rights attaching to fully paid Ordinary Shares arise from a combination of the Company's Constitution, statute

and general law.

Ordinary Shares issued following the exercise of Incentive Options in accordance with Note 13(d) or the conversion

of Performance Rights in accordance with Note 13(c) will rank equally in all respects with the Company's existing

Ordinary Shares.

Copies of the Company's Constitution are available for inspection during business hours at the Company's

registered office. The clauses of the Constitution contain the internal rules of the Company and define matters

such as the rights, duties and powers of its shareholders and directors, including provisions to the following effect

(when read in conjunction with the Corporations Act 2001 or Listing Rules).

(i) Shares

The issue of shares in the capital of the Company and options over unissued shares by the Company is under the

control of the Directors, subject to the Corporations Act 2001, ASX Listing Rules and any rights attached to any

special class of shares.

(ii) Meetings of Members

Directors may call a meeting of members whenever they think fit. Members may call a meeting as provided by the

Corporations Act 2001. The Constitution contains provisions prescribing the content requirements of notices of

meetings of members and all members are entitled to a notice of meeting. A meeting may be held in two or more

places linked together by audio-visual communication devices. A quorum for a meeting of members is two

shareholders.

The Company holds annual general meetings in accordance with the Corporations Act 2001 and the Listing Rules.

(iii) Voting

Subject to any rights or restrictions at the time being attached to any shares or class of shares of the Company,

each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions

of members will be decided by a poll.

On a poll each eligible member has one vote for each fully paid share held and a fraction of a vote for each partly

paid share determined by the amount paid up on that share.

(iv) Changes to the Constitution

The Company's Constitution can only be amended by a special resolution passed by at least three quarters of the

members present and voting at a general meeting of the Company. At least 28 days' written notice specifying the

intention to propose the resolution as a special resolution must be given.

(v) Listing Rules

Provided the Company remains admitted to the Official List, then despite anything in its Constitution, no act may

be done that is prohibited by the Listing Rules, and authority is given for acts required to be done by the Listing

Rules. The Company's Constitution will be deemed to comply with the Listing Rules as amended from time to

time.

13. RESERVES

2025 2024

Note $ $

Share-based-payments reserve 13(b) 4,616,748 4,560,793

Foreign currency translation reserve 55,806 185,998

Other equity reserve 6,211,258 6,211,258

10,883,812 10,958,049

(a) Nature and Purpose of Reserves

(i) Share-based payments reserve

The share-based payments reserve is used to record the fair value of Incentive Options and Performance Rights

issued by the Group.

(ii

) Foreign currency translation reserve

ANNUAL REPORT 2025 39

Exchange differences arising on translation of foreign controlled entities are taken to the foreign currency

translation reserve. The reserve is recognised in the Statement of Profit or Loss and other Comprehensive Income

when the net investment is disposed of.

(iii) Other equity reserve

Equity transactions are recorded in the other equity reserve (e.g. acquisitions of non-controlling interests). In Prior

years, unlisted options valued at $6.2 million accounted for as equity that expired, were transferred to the other

equity reserve.

(b) Movements in share-based payments reserve during the past two years were as follows:

Date Details

Number of

Incentive

Options

Number of

Performance

Rights $

1 Jul 2024 Opening Balance 10,300,000 11,000,000 4,560,793

13 Jun 25 Issue of Incentive Options 13,600,000 - -

Jul 24 to Jun 25 Share-based payments expense - - 55,955

30 Jun 2025 Closing balance 23,900,000 11,000,000 4,616,748

1 Jul 2023 Opening Balance 10,900,000 11,000,000 4,583,192

1 Nov 23

Exercise of $0.45 incentive options (cashless)

(600,000) - (64,740)

Jul 23 to Jun 24 Share-based payments expense - - 42,341

30 Jun 2024 Closing balance 10,300,000 11,000,000 4,560,793

The unlisted incentive options (Incentive Options) were granted based upon the following terms and conditions:

• Each Incentive Option entitles the holder to the right to subscribe for one Share upon the exercise of each

Incentive Option;

• The Incentive Options granted as share-based payments during the financial year have the following

exercise prices and expiry dates:

o 4,775,000 Incentive Options exercisable at $0.45 on or before 30 November 2025; and

o 5,525,000 Incentive Options exercisable at $0.55 on or before 30 November 2026;

o 6,800,000 Incentive Options exercisable at $1.05 on or before 31 May 2029; and

o 6,800,000 Incentive Options exercisable at $1.20 on or before 31 May 2030

• The Incentive Options are exercisable at any time prior to the Expiry Date, subject to vesting conditions

being satisfied (if applicable);

• Shares issued on exercise of the Incentive Options rank equally with the then Shares of the Company;

• Application will be made by the Company to ASX for official quotation of the Shares issued upon the

exercise of the Incentive Options;

• If there is any reconstruction of the issued share capital of the Company, the rights of the Incentive Option

holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time

of the reconstruction; and

• No application for quotation of the Incentive Options will be made by the Company.

(d) Terms and Conditions of Performance Rights

The unlisted performance rights (Performance Rights) were granted in prior years based upon the following

terms and conditions:

• Each Performance Right automatically converts into one Ordinary Share upon vesting of the Performan

Right;

• Each Performance Right is subject to performance conditions (as determined by the Board from time to

time) which must be satisfied in order for the Performance Right to vest;

40 GreenX Metals Limited

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE

2025

(Continued)

13. RESERVES (Continued)

• The Performance Rights outstanding at the end of the financial year have the following performance

conditions and expiry dates:

o 5,000,000 Class A performance rights which vest and convert into ordinary shares upon the

announcement of an independently assessed JORC Code inferred resource of at least 250,000

tonnes of copper equivalent at a minimum resource grade of 1% Cu Equivalent (with a cut-off grad

of 0.5% Cu equivalent) at ARC and an expiry date 8 October 2026; and

o 6,000,000 Class B performance rights which vest and convert into ordinary shares upon the

announcement of an independently assessed JORC Code inferred resource of at least 500,000

tonnes of copper equivalent at a minimum resource grade of 1% Cu Equivalent(with a cut-off grad

of 0.5% Cu equivalent) at ARC and an expiry date 8 October 2026.

• Ordinary Shares issued on conversion of the Performance Rights rank equally with the then Ordinary

Shares of the Company;

• Application will be made by the Company to ASX for official quotation of the Ordinary Shares issued upo

conversion of the Performance Rights;

• If there is any reconstruction of the issued share capital of the Company, the rights of the Performance

Right holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the

time of the reconstruction;

• No application for quotation of the Performance Rights will be made by the Company; and

• Without approval of the Board, Performance Rights may not be transferred, assigned or novated, except,

upon death, a participant's legal personal representative may elect to be registered as the new holder of

such Performance Rights and exercise any rights in respect of them.

14. EARNINGS PER SHARE

The following reflects the income and share data used in the calculations of basic and diluted earnings per share:

2025

2024

Net loss attributable to members of the Parent used in calculating basic and

diluted earnings per share (6,014,885) (4,553,934)

Number of

Ordinary Shares

2025

Number of

Ordinary Shares

2024

Weighted average number of Ordinary Shares used in calculating basic and diluted

loss per share 280,527,231 273,382,132

2025

Cents

2024

Cents

Basic and diluted loss per share (2.14) (1.66)

(a) Non-Dilutive Securities

As at 30 June 2025, there were 23,900,000 (2024:10,300,000) Incentive Options and 11,000,000 (2024: 11,000,000)

unlisted Performance Rights on issue (which together represent 34,900,000 (2024: 21,300,000) potential Ordinary

Shares) which were not considered dilutive as they would decrease the loss per share.

(b) Conversions, Calls, Subscriptions or Issues after 30 June 2025

There have been no other conversions to, calls of, or subscriptions for Ordinary Shares or issues of potential

Ordinary Shares since the reporting date and before the completion of this financial report.

ANNUAL REPORT 2025 41

15. STATEMENT OF CASH FLOWS

(a) Reconciliation of the Profit after Tax to the Net Cash Flows from Operations

2025 2024

$ $

Net loss for the year (6,022,365) (4,553,934)

Adjustments

Depreciation and amortisation 268,536 417,421

Share-based payment expense 136,955 42,341

Unrealised foreign exchange movement

(27,483)

Impairment of property, plant and equipment - 423,687

Non-cash income

(251,593)

(413,728)

Non-cash expenditure 1,854,061 467,326

Change in operating assets and liabilities

(Increase)/decrease in trade and other receivables (219,298) 4,060

Increase in trade and other payables 703,920 122,711

Net cash outflow from operating activities (3,557,267) (3,490,116)

(b) Reconciliation of Cash

Cash at bank and on hand 6,826,337 3,170,793

Bank short term deposits - 4,000,000

6,826,337 7,170,793

An amount of $251,593 (2024: $404,858) was recognised as arbitration related income. These amounts relate to the

reimbursement of legal, tribunal and external expert costs relating to the Claim. $251,593 (2024: $404,858) of these

reimbursed amounts were paid directly by the Claim funder to the relevant supplier.

16. RELATED PARTIES

(a) Subsidiaries

% Equity Interest

Name

Country of

2025

2024

Incorporation

Mineral Investments Pty Ltd Australia 100 100

PDZ Holdings Pty Ltd Australia 100 100

GreenX Holdings Pty Ltd Australia 100 100

GreenX Investments Pty Ltd Australia 100 100

PDZ (UK) Limited

100 100

PD CO Holdings (UK) Limited UK 100 100

GreenX Holdings (UK) Limited UK 100 100

GreenX Investments (UK) Limited UK 100 100

PD Co Sp. z o.o. Poland 100 100

Karbonia S.A. Poland 100 100

ARC Joint Venture Company ApS

Greenland

51 51

(b) Ultimate Parent

GreenX Metals Limited is the ultimate parent of the Group.

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company,

have been eliminated on consolidation and are not disclosed in this note. Transactions with KMP, including

remuneration, are included at Note 17 below.

42 GreenX Metals Limited

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE

2025

(Continued)

17. KEY MANAGEMENT PERSONNEL

(a) Details of KMP

The KMP of the Group during or since the end of the financial year were as follows:

Current Directors

Mr Ian Middlemas Chairman

Mr Benjamin Stoikovich Director and CEO

Mr Garry Hemming Non-Executive Director

Mr Mark Pearce Non-Executive Director

Other KMP

Mr Simon Kersey Chief Financial Officer

Mr Dylan Browne Company Secretary

Unless otherwise disclosed, the KMP held their position from 1 July 2024 until the date of this report.

2025 2024

$ $

Short-term employee benefits 939,564 962,392

Post-employment benefits 6,440 6,160

Share-based payments 25,108 -

Total compensation 971,112 968,552

(b) Loans from KMP

No loans were provided to or received from KMP during the year ended 30 June 2025 (2024: Nil).

Apollo Group, a company of which Mr Mark Pearce is a Director and beneficial shareholder, was paid or is payable

$312,000(2024: $320,000) for the provision of serviced office facilities and administrative, accounting, company

secretarial and transaction services to the Group. This item has been recognised as an expense in the Statement

of Profit or Loss and other Comprehensive Income. The amount is based on a current monthly retainer of $26,000

(2024: $25,000) due and payable in advance, with no fixed term, and is able to be terminated by either party with

one month’s notice. Effective 1 July 2025, the monthly fee has been increased to $27,500.

ANNUAL REPORT 2025 43

18. PARENT ENTITY DISCLOSURES

2025 2024

$ $

(a) Financial Position

Assets

Current assets 7,066,219 7,131,357

Non-current assets 5,233,390 4,767,545

Total assets 12,299,609 11,898,902

Liabilities

Current liabilities 536,212 853,581

Total liabilities 536,212 853,581

Equity

Contributed equity 95,215,134 89,945,495

Reserves 10,824,241 10,768,286

Accumulated losses (94,275,979) (89,668,460)

Total equity 11,763,396 11,045,321

(b) Financial Performance

Loss for the year (4,607,519) (7,992,160)

Other comprehensive loss - -

Total comprehensive loss (4,607,519) (7,992,160)

The Company has not entered into any guarantees in relation to its subsidiaries. Refer to Note 23 for details of

contingent assets and liabilities.

19. SHARE-BASED PAYMENTS

(a) Recognised Share-based Payments

From time to time, the Group provides Incentive Options and Performance Rights to officers, employees,

consultants and other key advisors as part of remuneration and incentive arrangements. The number of options

or rights granted, and the terms of the options or rights granted are determined by the Board. Shareholder

approval is sought where required. During the past two years, the following equity-settled share-based payments

have been recognised:

2025 2024

$ $

Expense arising from equity-settled share-based payment transactions (136,955) (42,341)

Total share-based payments recognised during the year (136,955) (42,341)

In addition to share-based payment expenses recognised as an expense through profit or loss:

• $405,000 recognised as an asset (exploration and evaluation assets) for issue of 500,000 ordinary shares

relating to Tannenberg. Refer to notes 6 and 12 for further details; and

• $300,000 recognised as an asset (exploration and evaluation assets) for issue of 382,636 ordinary shares

relating to ELN. Refer to notes 6 and 12 for further details.

44 GreenX Metals Limited

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE

2025

(Continued)

19. SHARE-BASED PAYMENTS (CONTINUED)

(b) Summary of Incentive Options and Performance Rights Granted as Share-based Payments

The following Incentive Options were granted as share-based payments during the current year (2024: nil).

2025 Number Grant Date Start Date Expiry Date

Exercise Price

Fair Value (

)

Series 1

5,000,000

13 June 2025 13 June 2025 31 May 2029 1.05 0.372

Series 2

5,000,000

13 June 2025 13 June 2025 31 May 2030 1.20 0.378

Series 3

1,800,000

29 July 2025

13 June 2025 31 May 2029 1.05 0.371

Series 4

1,800,000

29 July 2025

13 June 2025 31 May 2030 1.20 0.397

Note:

Incentive Options issued to Directors following shareholder approval on 29 July 2025, following agreement to issue Incentive Options on 13

June 2025.

The following table illustrates the number and weighted average exercise prices (WAEP) of Incentive Options

granted as share-based payments during the past two years:

Incentive Options 2025

Number

2025

WAEP

2024

Number

2024

WAEP

Outstanding at beginning of year 10,300,000 0.50 10,900,000 0.50

Granted by the Company during the year 13,600,000 0.94 - -

Exercised - - (600,000) 0.45

Outstanding at end of year 23,900,000 0.86 10,300,000 0.50

No Performance Rights were granted as share-based payments during the current year (2024: nil).

The following table illustrates the number and WAEP of Performance Rights granted as share-based payments at

during the past two years:

Performance Rights 2025

Number

2025

WAEP

2024

Number

2024

WAEP

Outstanding at beginning of year 11,000,000 - 11,000,000 -

Granted by the Company during the year - - - -

Converted/cancelled/lapsed/expired - - - -

Outstanding at end of year 11,000,000 - 11,000,000 -

The fair value of the equity-settled share Incentive Options granted is estimated as at the date of grant using the

Black Scholes option pricing valuation model taking into account the terms and conditions upon which the

Incentive Options were granted.

During the year 13,600,000 (2024: nil) Incentive Options were granted as share-based payments in the financial

year ended 30 June 2025.

The following table lists the inputs to the valuation models used for Incentive Options granted by the Group during

the last two years (2024: nil):

Incentive Options

2025 Inputs Series 1 Series 2 Series 3 Series 4

Exercise price (A$) 1.05 1.20 1.05 1.20

Grant date share price (A$) 0.72 0.72 0.79 0.79

Dividend yield

- - - -

Volatility

75% 75% 70% 70%

Risk-free interest rate 3.29% 3.29% 3.38% 3.38%

Grant date 13 Jun 25 13 Jun 25 29 Jul 25 29 Jul 25

Expiry date 31 May 29 31 May 30 31 May 29 31 May 30

Expected life of rights

(years) 3.97 4.97 3.38 4.84

Fair value at grant date (A$) 0.352 0.378 0.371 0.397

Notes:

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

The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual

outcome.

The expected life of the Incentive Options is based on the exercise date.

ANNUAL REPORT 2025 45

(d) Weighted Average Remaining Contractual Life

At 30 June 2025, the weighted average remaining contractual life for Incentive Options on issue that had been

granted as share-based payments was 2.93 years (2024: 1.96 years).

(e) Range of Exercise Prices

At 30 June 2025 and 30 June 2024, the range of exercise prices for Incentive Options on issue that had been

granted as share-based payments was $0.45 and $1.20.

(f) Weighted Average Fair Value

During the year 13,600,000 Incentive Options granted as share-based payments during the year ended 30 June

2025 (30 June 2024: nil). The weighted average fair value of Incentive Options granted as share-based payments

during the year ended 30 June 2025 was $0.261 (2024: nil).

20. AUDITORS’ REMUNERATION

The auditor of GreenX Metals Limited is UHY Haines Norton.

2025 2024

$ $

Current Auditor – UHY

Amounts received or due and receivable by UHY Haines Norton for:

• UHY Haines Norton – Australia: an audit or review of the financial report of the

Company and any other entity in the consolidated group

135,961 135,905

• UHY Poland: an audit or review of the financial report of the Company and any other

entity in the consolidated group for WSE purposes 71,672 54,654

• Other entities: an audit or review of the financial report of any other entity in the

consolidated group

4,223 3,731

211,856 194,290

21. SEGMENT INFORMATION

The Consolidated Entity operates in one segment, being mineral exploration. This is the basis on which internal

reports are provided to the Directors for assessing performance and determining the allocation of resources within

the Consolidated Entity.

2025 2024

$ $

(a) Reconciliation of Non-Current Assets by Geographical Location

Greenland 9,672,906 9,372,906

Germany 990,279 -

United Kingdom 236,835 475,993

10,900,020 9,848,899

(b) Revenue by Geographical Location

Poland - 2,838

Greenland 435 -

Australia 523,508 862,024

523,943 864,862

46 GreenX Metals Limited

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE

2025

(Continued)

22. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

(a) Overview

The Group's principal financial instruments comprise receivables, payables, cash and short-term deposits. The

main risks arising from the Group's financial instruments are credit risk, liquidity risk, interest rate risk and foreign

currency risk.

This note presents information about the Group's exposure to each of the above risks, its objectives, policies and

processes for measuring and managing risk, and the management of capital. Other than as disclosed, there have

been no significant changes since the previous financial year to the exposure or management of these risks.

The Group manages its exposure to key financial risks in accordance with the Group's financial risk management

policy. Key risks are monitored and reviewed as circumstances change (e.g. acquisition of a new project) and

policies are revised as required. The overall objective of the Group's financial risk management policy is to support

the delivery of the Group's financial targets whilst protecting future financial security.

Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and

outflows, the Group does not enter into derivative transactions to mitigate the financial risks. In addition, the

Group's policy is that no trading in financial instruments shall be undertaken for the purposes of making

speculative gains. As the Group's operations change, the Directors will review this policy periodically going forward.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management

framework. The Board reviews and agrees policies for managing the Group's financial risks as summarised below.

(b) Credit Risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to

meet its contractual obligations. This arises principally from cash and cash equivalents and trade and other

receivables. There are no significant concentrations of credit risk within the Group. The carrying amount of the

Group's financial assets represents the maximum credit risk exposure, as represented below:

2025 2024

$ $

Cash and cash equivalents

6,826,337 7,170,793

Trade and other receivables

559,586 186,563

7,385,923 7,357,356

With respect to credit risk arising from cash and cash equivalents, the Group's exposure to credit risk arises from

default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. Where

possible, the Group invests its cash and cash equivalents with banks that are rated the equivalent of investment

grade and above. The Group’s exposure and the credit ratings of its counterparties are continuously monitored

and the aggregate value of transactions concluded is spread amongst approved counterparties.

The Group does not have any significant customers and accordingly does not have significant exposure to bad or

doubtful debts.

Trade and other receivables comprise trade and other receivables, interest accrued and GST refunds due.

Receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to impairment

is not significant. At 30 June 2025, none (2024: none) of the Group’s receivables are impaired.

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board's

approach to managing liquidity is to ensure, as far as possible, that the Group will always have sufficient liquidity

to meet its liabilities when due. At 30 June 2025 and 2024, the Group had sufficient liquid assets to meet its financial

obligations.

ANNUAL REPORT 2025 47

The contractual maturities of financial liabilities, including estimated interest payments, are provided below. There

are no netting arrangements in respect of financial liabilities.

≤6 Months

6-12 Months

1-5 Years

≥5 Years

Total

2025

Financial Liabilities

Trade and other payables 2,347,703 - - - 2,347,703

Other financial liabilities - - - - -

2,347,703 - - 2,347,703

2024

Financial Liabilities

Trade and other payables 719,393 - - - 719,393

Other financial liabilities 150,387 148,998 3,195 - 302,580

869,780 148,998 3,195 - 1,021,973

(d) Interest Rate Risk

The Group's exposure to the risk of changes in market interest rates relates primarily to the cash and short-term

deposits with a variable interest rate.

These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets

and liabilities, in the form of receivables and payables are non-interest bearing.

At the reporting date, the Group's exposure to variable interest rates was:

2025 2024

$ $

Interest-bearing financial instruments

Cash at bank and on hand

6,826,337 3,170,793

Bank short term deposits

- 4,000,000

6,826,337 7,170,793

The Group's cash at bank and on hand and short term deposits had a weighted average floating interest rate at

year end of 3.99% (2024: 4.68%).

The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk.

Interest rate sensitivity

A sensitivity of 3% (300 basis points) has been selected as this is considered reasonable given the current level of

both short term and long term interest rates. A 3% (300 basis points) movement in interest rates at the reporting

date would have increased/(decreased) Profit or Loss and Other Comprehensive Income by the amounts shown

below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The

analysis is performed on a sensitivity of 3% (300 basis points) basis for 2025.

Profit or loss Other Comprehensive Income

+ 300 basis

points

- 300 basis

points

+ 300 basis

points

- 300 basis

points

2025

Group

Cash and cash equivalents 204,852 (204,727) - -

2024

Group

Cash and cash equivalents 215,124 (215,124) - -

48 GreenX Metals Limited

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE

2025

(Continued)

22. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

(e) Commodity Price Risk

The Group has no exposure to commodity price risk on its financial instruments at 30 June 2025. No hedging or

derivative transactions have been used to manage commodity price risk.

(f) Capital Management

The Group defines its Capital as total equity of the Group, being $14,322,747 as at 30 June 2025 (2024: $15,149,710).

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern

while financing the development of its projects through primarily equity based financing. The Board's policy is to

maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future

development of the business. Given the stage of development of the Group, the Board's objective is to minimise

debt and to raise funds as required through the issue of new shares.

The Group is not subject to externally imposed capital requirements.

There were no changes in the Group's approach to capital management during the year. During the next 12

months, the Group will continue to explore project financing opportunities, primarily consisting of additional issues

of equity.

(g) Foreign Currency Risk

The Group has transactional currency exposures. Such exposure arises from transactions denominated in

currencies other than the functional currency of the entity.

The Group’s exposure to foreign currency risk throughout the current and prior year primarily arose from

controlled entities of the Company whose functional currency is the Polish Zloty (PLN) and contractual obligations

in Great British Pound (GBP).

It is the Group’s policy not to enter into any hedging or derivative transactions to manage foreign currency risk.

However, the Group does hold some PLN cash and cash equivalents to fund its planned Polish operations over the

next 12 months, given the majority of the Group’s expenditure over this period is expected to be in PLN.

At the reporting date, the Group’s exposure to financial instruments denominated in foreign currencies was:

2025 PLN GBP AUD

Total Equivalent

AUD

Financial assets

Cash and cash equivalents 105,598 4 6,781,736 6,826,337

Trade and other receivables

118,632 - 509,490 559,586

Other - 104,849 - 218,890

224,230

104,853 7,291,226 7,604,813

Financial liabilities

Trade and other payables (176,230) (828,342) (543,970) (2,347,703)

(176,230) (828,342) (543,970) (2,347,703)

Net exposure 48,000 (723,489) 6,747,256 5,257,110

Foreign exchange rate sensitivity

At the reporting date, had the Australian Dollar appreciated or depreciated against the PLN and GBP, as illustrated

in the table below, Profit or Loss and other Comprehensive Income would have been affected by the amounts

shown below. This analysis assumes that all other variables remain constant.

Profit or loss Other Comprehensive Income

10% Increase 10% Decrease 10% Increase 10% Decrease

2025

Group

AUD to PLN 2,027 (2,027) - -

AUD to GBP (151,042) 151,042 - -

ANNUAL REPORT 2025 49

23. CONTINGENT ASSETS AND LIABILITIES

Arbitration Award

In October 2024, the Tribunal unanimously held that Poland had breached its obligations under the Treaties in

relation to the Jan Karski project, entitling GreenX to compensation. The Company has been awarded a total of up

to £252m (A$495m / PLN1.3bn) in compensation by the Tribunal, plus interest of approximately six per cent per

annum based on today’s rates (SONIA plus one per cent) until full and final satisfaction of the Award by Poland.

Interest of approximately £14 million (A$28 million / PLN 70 million) is continuing to accrue, from when the Award

was made in October 2024 until the date of this report.

All of GreenX’s costs associated with the Claim were funded on a limited basis from LCM. To date, GreenX has

drawn down US$11.3 million from LCM. Once the Award compensation is received from Poland, LCM will be entitled

to be paid back the US$11.3 million, a multiple of five times of the US$11.3 million and, from 1 January 2025, interest

on the US$11.3 million at a rate of 30% per annum, compounding monthly (which equates to interest of

approximately US$3.4 million (£2.7 million / A$5.5 million / PLN 13.5 million) per annum). Net of the payments to

LCM, GreenX will pay six per cent of the balance of the Award compensation to key management directly involved

in the case (as previously approved by shareholders on 20 January 2021) and three per cent to key legal advisers

who assisted with the case on a reduced and fixed fee.

In November 2024, Poland lodged a request to set-aside the BIT Award in the courts of England and Wales and in

January 2025 Poland has lodged a request to set-aside the ECT award in the courts of Singapore. The Company is

currently strongly defending the set-aside motions. The hearing in Singapore for the ECT Award held subsequent

to the end of the year, however no date has been specified for when a decision will be made.

Whilst the Company is confident in the strength of the Award, as reflected in the unanimous Tribunal decision,

the Company has not recognised an asset or any corresponding liabilities in relation to the Award at 30 June 2025

while the set-aside motions are ongoing and the outcome is not yet known. Accordingly, the final outcome of

Award is not virtually certain which does not meet the recognition requirements for AASB 137, Provisions,

Contingent Liabilities and Contingent Assets. The Award has therefore been classified as a contingent asset with

the related liabilities recognised as a contingent liability.

Tannenberg

On 2 August 2024, GreenX entered into an earn-in agreement through which GreenX can earn a 90% interest in

the project. Under the terms of the earn-in agreement, GreenX has funded activities which have been sufficient to

satisfy requirements for the grant of an extension of the exploration license which allows GreenX the ability to earn

its 90% interest in Tannenberg on or before 31 December 2025. If GreenX elects to acquire its 90% interest in

Tannenberg it must pay A$3,000,000 to the vendor in GreenX ordinary shares (based on the higher of the 10-day

VWAP or A$0.30 per Share). Further, if a scoping study is published by GreenX on the ASX regarding the

Tannenberg license area (or area of influence) on or before 1 August 2029, GreenX must issue the vendor 5 million

Shares on the completion of the first such scoping study. As there is a possible obligation that will only be

confirmed by uncertain future events, which is within the control of the Company, the deferred share payments

for Tannenberg has been classified as a contingent liability.

ELN

In July 2024, following renegotiation with GEX, GreenX entered into a revised agreement to acquire 100% of ELN.

In line with relevant accounting standards, the Company has treated the acquisition of ELN as an asset acquisition

and a share-based payment transaction under AASB 2 Share Based Payments (refer to note 7 for further details).

Under the terms of the revised agreement, if GreenX elects to retain ELN after 31 December 2025, the Company

must make a deferred payment of A$1,000,000 to GEX in cash or GreenX ordinary shares (with a floor price of

A$0.30), at the Company’s election. As there is a possible obligation that will only be confirmed by uncertain future

events, which is within the control of the Company, the deferred payment for ELN has been classified as a

contingent liability.

24. EVENTS SUBSEQUENT TO BALANCE DATE

At the date of this report, there are no matters or circumstances, which have arisen since 30 June 2025 that have

significantly affected or may significantly affect:

• the operations, in financial years subsequent to 30 June 2025 of the Consolidated Entity;

• the results of those operations, in financial years subsequent to 30 June 2025, of the Consolidated Entity; or

• the state of affairs, in financial years subsequent to 30 June 2025, of the Consolidated Entity.

50 GreenX Metals Limited

CONSOLIDATED ENTITY DISCLOSURE

STATEMENT

AS AT 30 JUNE 2025

The consolidated entity disclosure statement has been prepared in accordance with subsection 295(3A)(a) of the

Corporations Act 2001. The entities listed in the statement are GreenX Metals Limited and all the entities it controls

in accordance with AASB 10 Consolidated Financial Statements.

The percentage of share capital disclosed for bodies corporate included in the statement represents the economic

interest controlled and consolidated by GreenX Metals Limited.

In relation to the tax residency information included in the statement, judgement may be required in the

determination of the residency of the entities listed. In developing the disclosures in the statement, the directors

have utilised internal documentation and the use of independent tax advisors to support the determination of tax

residency.

Name of Controlled Entity

Entity type

Place of

Incorporation

% of share

capital held

Country of tax

residence

GreenX Metals Limited Body corporate Australia N/A Australia

Mineral Investments Pty Ltd Body corporate Australia 100 Australia

PDZ Holdings Pty Ltd Body corporate Australia 100 Australia

GreenX Holdings Pty Ltd Body corporate Australia 100 Australia

GreenX Investments Pty Ltd Body corporate Australia 100 Australia

PDZ (UK) Limited Body corporate UK 100 UK

PD CO Holdings (UK) Limited Body corporate UK 100 UK

GreenX Holdings (UK) Limited Body corporate UK 100 UK

GreenX Investments (UK) Limited Body corporate UK 100 UK

PD Co Sp. z o.o. Body corporate Poland 100 Poland

Karbonia S.A. Body corporate Poland 100 Poland

ARC Joint Venture Company ApS Body corporate Greenland 51 Greenland

ANNUAL REPORT 2025 51

DIRECTORS’ DECLARATION

In accordance with a resolution of the Directors of GreenX Metals Limited:

1. In the opinion of the Directors and to the best of their knowledge:

(a) the attached financial statements, notes and the additional disclosures included in the Directors'

report designated as audited, are in accordance with the Corporations Act 2001, including:

(i) Complying with the applicable Accounting Standards; and

(ii) Giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2025

and of its performance for the year ended in that date;

(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when

they become due and payable; and

2001 is true and correct.

2. The attached financial statements are in compliance with International Financial Reporting Standards, as

stated in note 1(b) to the financial statements; and

3. To the best of the Directors’ knowledge, the Directors’ report includes a fair review of the development and

performance of the business and the financial position of the Group, together with a description of the

principal risks and uncertainties that the Group faces.

4. The Directors have been given a declaration required by section 295A of the Corporations Act 2001 for th

financial year ended 30 June 2025.

On behalf of the Board

Benjamin Stoikovich

Director

23 September 2025

52 GreenX Metals Limited

INDEPENDENT AUDITOR’S REPORT

To the Members of GreenX Metals Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of GreenX Metals Limited (the Company) and its subsidiaries

(the Group), which comprises the consolidated statement of financial position as at 30 June 2025, 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,

notes to the financial statements, including a summary of material accounting policies, the

consolidated entity disclosure statement and the directors’ declaration.

In our opinion, the accompanying financial report of the Group 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 2025 and of its financial

performance for the year ended on that date; and

ii. complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards (“ASAs”) and International

Standards on Auditing issued by the International Auditing and Assurance Standards Board (“ISAs”).

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

INDEPENDENT AUDITOR’S REPORT

Other 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 2025, but does not

include the financial report and our 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, with the exception of the Remuneration Report

and our related assurance opinion.

In connection with our audit of the financial report, our responsibility is to read the other information

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;

b) the consolidated entity disclosure statement that is true and correct in accordance with

the Corporations Act 2001; and

c) 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; and

ii) the consolidated entity disclosure statement that is true and correct and is free of

misstatement, whether due to fraud or error.

In preparing 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 ASAs and ISAs will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic decisions of users

taken on the basis of this financial report.