![Graphics]() ANNUAL REPORT 2025 1 # A N N UAL # R E P O RT 2025 #### GreenX Metals Limited #### ABN: 23 008 677 852 | ASX/LSE/GPW: GRX ![Graphics]() 2 GreenX Metals Limited ## CORPORATE DIRECTORY #### DIRECTORS Mr Ian Middlemas — Chairman Mr Benjamin Stoikovich — Director & CEO Mr Garry Hemming — Non-Executive Director Mr Mark Pearce — Non-Executive Director #### COMPANY SECRETARY Mr Dylan Browne #### PRINCIPAL OFFICES London Unit 3C, 38 Jermyn Street London SW1Y 6DN United Kingdom Tel: +44 207 487 3900 Australia (Registered Office) Level 9, 28 The Esplanade, Perth WA 6000 Australia Tel: +61 8 9322 6322 Fax: +61 8 9322 6558 #### AUDITOR UHY Haines Norton – Sydney UHY ECA - Poland #### SHARE REGISTRIES Australia Computershare Investor Services Pty Ltd Level 17, 221 St Georges Terrace Perth WA 6000 Tel: +61 8 9323 2000 United Kingdom Computershare Investor Services PLC The Pavilions, Bridgewater Road Bristol BS99 6ZZ Tel: +44 370 702 0000 Poland Komisja Nadzoru Finansowego (KNF) Plac Powstańców Warszawy 1, skr. poczt. 419 00-950 Warszawa Tel: +48 22 262 50 00 #### BANKERS National Australia Bank Ltd Australia and New Zealand Banking Group Ltd #### SOLICITORS Thomson Geer #### STOCK EXCHANGE Australia Australian Securities Exchange ASX Code: GRX United Kingdom London Stock Exchange (Main Board) LSE Code: GRX Poland Warsaw Stock Exchange GPW Code: GRX ## TABLE OF CONTENTS ### CONTENTS PAGE #### Message from the CEO ............................................................................................................ 1 #### Directors’ Report ..................................................................................................................... 3 #### Auditor’s Independence Declaration ..................................................................................... 21 #### Consolidated Statement of Profit or Loss and other Comprehensive Income .......................22 #### Consolidated Statement of Financial Position ...................................................................... 23 #### Consolidated Statement of Changes in Equity ..................................................................... 24 #### Consolidated Statement of Cash Flows ..................................................................................25 #### Notes to and Forming Part of the Financial Statements ....................................................... 26 #### Consolidated Entity Disclosure Statement ........................................................................... 50 #### Directors’ Declaration ............................................................................................................ 51 #### Independent Auditor’s Report ...............................................................................................52 #### Corporate Governance .......................................................................................................... 58 #### ASX Additional Information .................................................................................................. 59 ![Graphics]() ANNUAL REPORT 2025 1 #### MESSAGE FROM THE CEO Dear shareholders, 2025 was a transformational year for GreenX Metals limited (GreenX or Company) which included the following highlights during, and since the end of the financial year: German Project - Tannenberg Copper Project o Acquisition of the Tannenberg Copper Project (Tannenberg) in Germany via an earn-in agreement through which GreenX can earn a 90% interest into the project. o Subsequent to acquisition, Tannenberg exploration licence expanded seven-fold to 1,900km 2 from 272km 2 following grant of additional exploration licence at the project. o In January 2025, GreenX was selected as as one of eight exploration companies to participate in BHP’s 2025 Xplor program which included US$500,000 of non-dilutive funding to support and accelerate the exploration plans at the Tannenberg. o The Company has initiated an historical core logging and sampling program at Tannenberg with core from 47 historical archive drill holes now being comprehensively re-evaluated using modern exploration techniques. o Historical Tannenberg drilling database comprising 95 drillholes from 1930s exploration have also been discovered. These drillholes formed geological basis for construction of the Richelsdorf Mining District, comprised of a smelting complex and three Kupferschiefer copper mines that are within the licence area. o Programs provides major opportunity to unlock untested copper potential given under-sampling of target strata in historical core, which presents significant discovery upside. o Potential to discover previously unrecognised mineralisation in hanging wall limestone and footwall sandstones using modern analytical techniques. o Successful completion of 58km 2 airborne magnetic and radiometric survey over Tannenberg, covering the brownfields Richelsdorf Mining District, which produced 416,500 tonnes of copper at grades of between 0.8 and 1.2%\* (1800s to 1950s), with major geological insight gained. Figure 1: Location of 95 1930s drillholes, the three underground copper/ silver mines opened during the late 1930s and the modern era 47 archive core selected for logging and assaying o The Tannenberg area contains historically producing copper mines and multiple historical drill intercepts, with excellent potential for new discoveries of shallow (50 m to 500 m), large scale and high-grade copper and silver mineralisation, with much of the new expanded licence area remaining untested by modern exploration. ![Graphics]() 2 GreenX Metals Limited #### MESSAGE FROM THE CEO (Continued) Greenland Projects o During the year, the Company noted the U.S. strategic interest in Greenland including the Greenland Prime Minister publicly stating that he is open to discussions with the U.S. o Greenland is endowed with an abundance of critical minerals which are essential for batteries, technology and defence. o The Company is well placed to capitalise on the increased interest in Greenland with two large scale, strategic projects prospective for critical minerals located in Greenland. Eleonore North Project o In July 2024, GreenX fully acquired the Eleonore North project in Greenland (Eleonore North or ELN) which is situated in Eastern Greenland. o Following acquisition, outstanding antimony results were announced for Eleonore North. o Antimony price now at US$60,000/t from historical prices of ~US$5,000. o With critical mineral crisis escalating – China has now restricted export of critical and strategic antimony, graphite, gallium, germanium, tungsten, titanium and rare earths. o Antimony and tungsten have been designated as “Critical Minerals” by the U.S. and the EU, with NATO designating tungsten as defence-critical for the Allied defence industry. o Historical results from fieldwork at ELN include grab samples from outcropping mineralised veins with individual specimens grading up to 23% antimony (Sb), and other samples up to 4g/t gold (Au). o Antimony mineralisation has been identified along a ~4km trend in veins and structures, that broadly aligns with previously identified gold veining at surface within a 15km trend. Arctic Rift Copper Project o The Company continues to target large scale copper in multiple settings across a 5,774 km 2 licence at the Arctic Rift Copper Project (ARC). o Following extension of the exploration licence in July 2025, further analysis on remote-sensing options underway which aims to improve understanding of the known copper mineralisation and to plan the next exploration program at the project. Arbitration Award o During the period, GreenX was successfully awarded up to £252 million (A$517 million/PLN 1.2 billion) in compensation from the international arbitration claims (Claim) against the Republic of Poland (Poland or Respondent) under both the Australia-Poland Bilateral Investment Treaty (BIT) and the Energy Charter Treaty (ECT). o Interest income of ~£14 million (A$29 million / PLN 68 million) per annum is currently accruing to GreenX. Offsetting this, interest expense of ~£2.7 million (A$5.6 million / PLN 13.2 million) per annum is accruing on the US$11.3 million of litigation funding utilised. o 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. o 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, however no date has been specified for when a decision will be made. Yours sincerely, Benjamin Stoikovich Chief Executive Officer ![Graphics]() 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. ![Graphics]() 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 2 , a seven-fold increase from the 272 km 2 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 ![Graphics]() 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 2 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 e • 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. ![Graphics]() 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 2 S 3 ) 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 4 . • 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. ![Graphics]() 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 2 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 d (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. ![Graphics]() 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.” 1 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; ![Graphics]() 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 r 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 o 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 s 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. ![Graphics]() 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 y 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 e 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 e 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. ![Graphics]() 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). ![Graphics]() 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). ![Graphics]() 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 1 Incentive Options 2 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: 1 “Ordinary Shares” means fully paid Ordinary Shares in the capital of the Company. 2 “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. ![Graphics]() 14 GreenX Metals Limited #### DIRECTORS’ REPORT (Continued) REMUNERATION REPORT (AUDITED) This Remuneration Report, which forms part of the Directors’ Report, sets out information about the remuneration of KMP of the Group. Details of KMP Details of the KMP of the Group during or since the end of the financial year are set out below: 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. Remuneration Policy The Group’s remuneration policy for its KMP has been developed by the Board taking into account the size of the Group, the size of the management team for the Group, the nature and stage of development of the Group’s current operations, and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors. In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP: (a) the Group is currently focused on undertaking exploration, appraisal and development activities; (b) risks associated with small cap resource companies whilst exploring and developing projects; and (c) other than profit which may be generated from asset sales, the Company does not expect to be undertaking profitable operations until sometime after the commencement of commercial production on any of its projects. Executive Remuneration The Group’s remuneration policy is to provide a fixed remuneration component and a performance-based component (short term incentive and long term incentive). The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and is appropriate in aligning executives’ objectives with shareholder and business objectives. Fixed Remuneration Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and other non-cash benefits. Non-cash benefits may include provision of car parking and health care benefits. Fixed remuneration is reviewed annually by the Board. The process consists of a review of company and individual performance, relevant comparative remuneration externally and internally and, where appropriate, external advice on policies and practices. Performance Based Remuneration – Short Term Incentive (STI) Some executives are entitled to an annual cash incentive payment upon achieving various key performance indicators (KPI’s), as set by the Board. Having regard to the current size, nature and opportunities of the Company, the Board has determined that these KPI’s may include measures such as successful commencement and/or completion of exploration activities (e.g. commencement/completion of exploration programs within budgeted timeframes and costs), establishment of government relationship (e.g. establish and maintain sound working relationships with government and officialdom), development activities (e.g. completion of infrastructure studies and commercial agreements), corporate activities (e.g. recruitment of key personnel and representation of the company at international conferences) and business development activities (e.g. corporate transactions and capital raisings). On an annual basis, and subsequent to year end, the Board assesses performance against each individual executive’s KPI criteria. During the 2025 financial year, a total cash incentive sum of nil (2024: $30,000) was paid, or is payable, to KMP on achieving business development KPIs. ![Graphics]() ANNUAL REPORT 2025 15 Performance Based Remuneration – Long Term Incentive The Group has adopted a long-term equity incentive plan (LTIP) comprising the grant of Incentive Options and/or Performance Rights to reward KMP and key employees and contractors for long-term performance of the Company. Shareholders approved the LTIP on 22 November 2024. To achieve its corporate objectives, the Group needs to attract, incentivise, and retain its key employees and contractors. The Board believes that grants of Incentive Options and/or Performance Rights to KMP will provide a useful tool to underpin the Group's employment and engagement strategy. (i) Incentive Options The Group’s LTIP provides for the issuance of Incentive Options as part of KMP and key employees and contractors remuneration and incentive arrangements in order to attract and retain them and to provide an incentive linked to the performance of the Company. The LTIP enables the Group to: (a) recruit, incentivise and retain KMP and other key employees and contractors needed to achieve the Group's business objectives; (b) link the reward of key staff with the achievement of strategic goals and the long-term performance of the Group; (c) align the financial interests of participants of the Plan with those of Shareholders; and (d) provide incentives to participants of the Plan to focus on superior performance that creates Shareholder value. The Board’s policy is to grant Incentive Options to KMP with exercise prices at or above market share price (at the time of agreement). As such, any Incentive Options granted to KMP are generally only of benefit if the KMP performed to the level whereby the value of the Group increased sufficiently to warrant exercising the Incentive Options granted. Other than service-based vesting conditions (if any) and the exercise price required to exercise the Incentive Options, there are no additional performance criteria attached to any Incentive Options granted to KMP, as given the speculative nature of the Group’s activities and the small management team responsible for its running, it is considered that the performance of the KMP and the performance and value of the Group are closely related. The Company prohibits executives entering into arrangements to limit their exposure to Incentive Options and Performance Rights granted as part of their remuneration package. During the financial year, 13,600,000 (2024: nil) Incentive Options were granted to KMP and key employees. No (2024: 600,000) Incentive Options were exercised during the financial year. (ii) Performance Rights The LTIP also enables the Group to issue unlisted Performance Rights which, upon satisfaction of the relevant performance conditions attached to the Performance Rights, will result in the issue of an Ordinary Share for each Performance Right. Performance Rights are issued for no consideration and no amount is payable upon conversion thereof. Performance Rights granted under the LTIP to eligible participants will be linked to the achievement by the Company of certain performance conditions as determined by the Board from time to time. These performance conditions must be satisfied in order for the Performance Rights to vest. Upon Performance Rights vesting, Ordinary Shares are automatically issued for no consideration. If a performance condition of a Performance Right is not achieved by the expiry date then the Performance Right will lapse. (iii) Management Incentive Program In 2021 and following the Litigation Funding Agreement (LFA) with LCM being executed, the Company established a Management Incentive Program (MIP) which is a LTIP to retain key Company personnel who had important historical information and knowledge to contribute towards the Claim. The MIP provides that if the Claim is successful and the Company receives damages proceeds, 6% of these proceeds will be directed to the MIP for distribution to its participants. The MIP required that each participant must satisfy specific Claim related duties and if they do so, each participant may be entitled to a pre-defined percentage of the proceeds received by the MIP. In this regard, of the 6% of any future Claim monetary proceeds, Mr Stoikovich (or his nominee personal services entity) will be entitled to 30% of the MIP distribution (i.e. 30% of the 6% Claim proceeds), Mr Kersey (or his nominee personal services entity) will be entitled to 20% of the MIP distribution (i.e. 20% of the 6% Claim proceeds), Mr Pearce and Mr Browne will each be entitled to 7.5% of the MIP distribution (i.e. 7.5% of the 6% Claim proceeds). The remaining 35% of the MIP distribution has been allocated to other key staff who contributed to the Claim. ![Graphics]() 16 GreenX Metals Limited #### DIRECTORS’ REPORT (Continued) REMUNERATION REPORT (AUDITED) (Continued) Non-Executive Director Remuneration The Board’s policy is for fees to Non-Executive Directors to be no greater than market rates for comparable companies for time, commitment and responsibilities. Given the current size, nature and risks of the Company, Incentive Options may also be used to attract and retain Non-Executive Directors. The Board determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at a General Meeting. Director’s fees paid to Non-Executive Directors accrue on a daily basis. Fees for Non-Executive Directors are not linked to the performance of the economic entity. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company and given the current size, nature and opportunities of the Company, Non-Executive Directors may receive Incentive Options in order to secure and retain their services. Fees for the Chairman were set at $36,000 per annum (2024: $36,000) (excluding post-employment benefits). Fees for Non-Executive Directors’ were set at $20,000 per annum (2024: $20,000) (excluding post-employment benefits). These fees cover main board activities only. Non-Executive Directors may receive additional remuneration for other services provided to the Company, including but not limited to, membership of committees. During the 2025 financial year, no Incentive Options or Performance Rights (2024: nil) were granted to Non- Executive Directors, other than to Mr Pearce who was granted 1,200,000 Incentive Options that were subject to shareholder approval and issued on 29 July 2025 (2024: nil). The Company prohibits Non-Executive Directors entering into arrangements to limit their exposure to Incentive Options granted as part of their remuneration package. Relationship between Remuneration of KMP and Shareholder Wealth During the Company’s exploration and development phases of its business, the Board anticipates that the Company will retain earnings (if any) and other cash resources for the exploration and development of its resource projects. Accordingly, the Company does not currently have a policy with respect to the payment of dividends and returns of capital. Therefore, there was no relationship between the Board’s policy for determining, or in relation to, the nature and amount of remuneration of KMP and dividends paid and returns of capital by the Company during the current and previous four financial years. The Board did not determine, and in relation to, the nature and amount of remuneration of the KMP by reference to changes in the price at which shares in the Company traded between the beginning and end of the current and the previous four financial years. Discretionary annual cash incentive payments are based upon achieving various non-financial key performance indicators as detailed under “Performance Based Remuneration – Short Term Incentive” and are not based on share price or earnings. However, as noted above, certain KMP may receive Incentive Options in the future which generally will be of greater value to KMP if the value of the Company’s shares increases sufficiently to warrant exercising the Incentive Options. Relationship between Remuneration of KMP and Earnings As discussed above, the Company is currently undertaking exploration and development activities, and does not expect to be undertaking profitable operations (other than by way of material asset sales, none of which is currently planned) until sometime after the successful commercialisation, production and sales of commodities from one or more of its projects. Accordingly, the Board does not consider earnings during the current and previous four financial years when determining, and in relation to, the nature and amount of remuneration of KMP. ![Graphics]() ANNUAL REPORT 2025 17 Remuneration of Directors and other KMP Details of the nature and amount of each element of the remuneration of each Director and other KMP of GreenX Metals Limited are as follows: Short-term benefits Post- employment superann- uation $ Non-Cash Share-based payments $ Total $ Perfor- mance related % Salary & fees $ Cash Incentive Payments $ Current Directors Ian Middlemas 2025 36,000 - 4,140 - 40,140 - 2024 36,000 - 3,960 - 39,960 - Benjamin Stoikovich 2025 501,984 - - 10,245 512,229 2.0 2024 482,356 30,000 - - 512,356 5.9 Garry Hemming 1 2025 60,080 - - - 60,080 - 2024 60,080 - - - 60,080 - Mark Pearce 2025 20,000 - 2,300 5,123 27,423 18.7 2024 20,000 - 2,200 - 22,200 - Other KMP Simon Kersey 2025 321,500 - - 4,870 326,370 1.5 2024 333,956 - - - 333,956 - Dylan Browne 2 2025 - - - 4,870 4,870 100 2024 - - - - - - Total 2025 939,564 - 6,440 25,108 971,112 2024 932,392 30,000 6,160 - 968,552 Notes: 1 Mr Hemming also has a services agreement with the Company which provides for a consultancy fee for geological services provided by Mr Hemming. 2 Mr Browne provided services as the Company Secretary through a services agreement with Apollo Group Pty Ltd (Apollo Group) a company of which Mr Mark Pearce is a Director and beneficial shareholder Mr Browne is an employee of Apollo Group. During the year, Apollo Group was paid or is payable A$312,000 (2024: A$320,000) for the provision of serviced office facilities and administrative, accounting, company secretarial and transaction services to the Group. Incentive Options Granted to KMP Details of the value of Incentive Options granted or lapsed for KMP of the Group during the year ended 30 June 2025 are as follows: 2025 No. of options granted No. of options vested No. of options lapsed Value of options lapsed $ Value of options granted during the year 1 $ Value of options included in remuneration for the year $ Directors Benjamin Stoikovich 2,400,000 2 - - - 920,489 10,245 Mark Pearce 1,200,000 2 - - - 460,245 5,123 Other KMP Simon Kersey 1,200,000 - - - 437,713 4,870 Dylan Browne 1,200,000 - - - 437,713 4,870 Note: 1 Values determined at the grant date per AASB 2. For details on the valuation of Incentive Options, including models and assumptions used, please refer to Note 19 of the financial statements. 2 Incentive Options issued to Directors following shareholder approval on 29 July 2025, following agreement to issue Incentive Options on 13 June 2025. ![Graphics]() 18 GreenX Metals Limited #### DIRECTORS’ REPORT (Continued) REMUNERATION REPORT (AUDITED) (Continued) Incentive Options Granted to KMP (continued) Details of Incentive Options granted to each KMP of the Group during the 2025 financial year are as follows: 2025 Grant Date Expiry Date Exercise Price $ Grant Date Fair Value 1 $ No. Granted $ Directors Benjamin Stoikovich 29 July 2025 2 31 May 2029 1.05 0.371 1,200,000 29 July 2025 2 31 May 2030 1.20 0.397 1,200,000 Mark Pearce 29 July 2025 2 31 May 2029 1.05 0.371 600,000 29 July 2025 2 31 May 2030 1.20 0.397 600,000 Other KMP Simon Kersey 13 June 2025 31 May 2029 1.05 0.352 600,000 13 June 2025 31 May 2030 1.20 0.378 600,000 Dylan Browne 13 June 2025 31 May 2029 1.05 0.352 600,000 13 June 2025 31 May 2030 1.20 0.378 600,000 Notes: 1 For details on the valuation of Unlisted Incentive Options, including models and assumptions used, please refer to Note 19 of the financial statements. 2 Incentive Options issued to Directors following shareholder approval on 29 July 2025, following the agreement to issue Incentive Options on 13 June 2025. Employment Contracts with Current Directors and KMP Mr Stoikovich has an appointment letter dated 21 June 2018, under the terms of which he agrees to serve as a Director of the Company. Mr Stoikovich’s appointment letter is terminable, pursuant to the Company’s Constitution, by giving the Company notice in writing. Under the updated appointment letter, Mr Stoikovich receives a fixed fee of £25,000 per annum. Selwyn Capital Limited (Selwyn), a company of which Mr Stoikovich is a director and shareholder, has a consulting agreement with the Company to provide project management and capital raising services. Under this agreement, Selwyn is paid a fixed annual consultancy fee of £225,000 per annum and can earn an annual incentive payment of up to £100,000 payable upon the successful completion of key milestones as determined by the Board. In addition, Selwyn, is entitled to receive a payment incentive worth the aggregate fixed yearly director’s fees and consultancy fee in the event of a change of control clause being triggered with the Company. The consulting contract can be terminated by either Selwyn or the Company by giving twelve months’ notice. No amount is payable to Selwyn in the event of termination of the contract arising from negligence or incompetence in regard to the performance of services specified in the contract. Mr Hemming, Non-Executive Director, has an appointment letter dated 5 October 2021 confirming the terms and conditions of his appointment including a fee of $20,000 per annum. Roscoria Pty Ltd, a company of which Mr Hemming is a director and shareholder, has a services agreement with the Company dated 6 October 2021, which provides for a consultancy fee at the rate of $3,340 per month for geological services provided by Mr Hemming. Either party may terminate the agreement without penalty or payment by giving one months’ notice. Mr Simon Kersey, Chief Financial Officer, is engaged under a consultancy deed with Cheyney Resources Limited (Cheyney). The agreement specifies the duties and obligations to be fulfilled by Mr Kersey as the Chief Financial Officer. The Company may terminate the agreement with six months written notice. No amount is payable in the event of termination for material breach of contract, gross misconduct or neglect. Cheyney receives an annual consultancy fee of £160,000 and will be eligible for a cash incentive of up to £50,000 per annum to be paid upon successful completion of KPIs. In addition, Cheyney, will be entitled to receive a payment incentive worth six months of the annual consultancy fee in the event of a change of control clause being triggered with the Company. Mr Browne, Company Secretary, has a services agreement with the Company to provide corporate and financial services with the Company. Either party may terminate the agreement by giving one month written notice. Under the services agreement, Mr Browne receive cash and/or incentive securities in the Company. Mr Browne is also entitled to receive a fee worth $100,000 in the event of a change of control clause being triggered with the Company. ![Graphics]() ANNUAL REPORT 2025 19 Loans from KMP No loans were provided to or received from KMP during the year ended 30 June 2025 (2024: Nil). Other Transactions 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. Equity instruments held by KMP Incentive Option holdings of KMP 2025 Held at 1 July 2024 Granted as Remuner- ation Exercised/ Converted Expired/ Lapsed Held at 30 June 2025 Vested and exercise- able at 30 June 2025 Current Directors Ian Middlemas - - - - - - Benjamin Stoikovich 3,000,000 2,400,000 1 - - 5,400,000 3,000,000 Garry Hemming - - - - - - Mark Pearce 1,000,000 1,200,000 1 - - 2,200,000 1,000,000 Other KMP Simon Kersey 750,000 1,200,000 - - 1,950,000 750,000 Dylan Browne 1,250,000 1,200,000 - - 2,450,000 1,250,000 Note: 1 Incentive Options issued to Directors following shareholder approval on 29 July 2025, following agreement to issue the Incentive Options on 13 June 2025. Shareholdings of KMP 2025 Held at 1 July 2024 Granted as Remuneration Options Exercised/ Rights Converted Net other movement Held at 30 June 2025 Directors Ian Middlemas 11,660,000 - - - 11,660,000 Benjamin Stoikovich 819,406 - - - 819,406 Garry Hemming - - - - - Mark Pearce 2,850,000 - - (150,000) 2,700,000 Other KMP Simon Kersey - - - - - Dylan Browne 65,000 - - - 65,000 End of Remuneration Report ![Graphics]() 20 GreenX Metals Limited #### DIRECTORS’ REPORT (Continued) DIRECTORS’ MEETINGS The number of meetings of Directors held during the year and the number of meetings attended by each Director was as follows: Board Meetings Audit Committee Number eligible to attend Number attended Number eligible to attend Number attended Ian Middlemas 2 2 - - Benjamin Stoikovich 2 2 - - Garry Hemming 2 2 2 2 Mark Pearce 2 2 2 2 The Board as a whole currently performs the functions of a Risk Committee, Nomination Committee, and Remuneration Committee, however this will be reviewed should the size and nature of the Company’s activities change. As at the date of this report, the Company had established an Audit Committee to oversee the Company’s financial reporting and quality of the audits conducted by both external and internal auditors. NON-AUDIT SERVICES During the financial year, the Company’s current auditor, UHY Haines Norton and related entities, provided no non-audit services (2024: nil). DIVIDENDS No dividends have been declared, provided for or paid in respect of the financial year ended 30 June 2025 (2024: nil). AUDITOR’S INDEPENDENCE DECLARATION The lead auditor’s independence declaration for the year ended 30 June 2025 has been received and can be found on page 21 of the Directors’ Report. Signed in accordance with a resolution of the Directors. Benjamin Stoikovich Director 23 September 2025 Competent Persons Statement The information in this report that relates to exploration results were extracted from the ASX announcements dated 15 July 2024 and 2 August 2024, 27 November 2024 and 28 April 2025 which are available to view at www.greenxmetals.com. GreenX confirms that (a) it is not aware of any new information or data that materially affects the information included in the original announcement; (b) all material assumptions and technical parameters underpinning the content in the relevant announcement continue to apply and have not materially changed; and (c) the form and context in which the Competent Person’s findings are presented have not been materially modified from the original announcement. Forward Looking Statements This release may include forward-looking statements. These forward-looking statements are based on GreenX’s expectations and beliefs concerning future events. Forward looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of GreenX, which could cause actual results to differ materially from such statements. GreenX makes no undertaking to subsequently update or revise the forward-looking statements made in this release, to reflect the circumstances or events after the date of that release. ![Graphics]() ANNUAL REPORT 2025 21 Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of GreenX Metals Limited As auditor for the audit of GreenX Metals Limited for the year ended 30 June 2025, I declare that, to the best of my knowledge and belief, there have been: (i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (ii) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of GreenX Metals Limited and the entities it controlled during the year. Mark Nicholaeff UHY Haines Norton Partner Sydney Chartered Accountants Date: 23 September 2025 #### AUDITOR’S INDEPENDENCE DECLARATION ![Graphics]() 22 GreenX Metals Limited #### CONSOLIDATED STATEMENT OF PROFIT OR LOSS #### AND OTHER COMPREHENSIVE INCOME #### FOR THE YEAR ENDED 30 JUNE 2025 Note 2025 2024 $ $ Interest Income 2(a) 244,867 451,134 Other income 2(b) 279,076 413,728 Exploration and evaluation expenses (723,481) (1,085,777) Employment expenses 3 (968,000) (1,112,360) Administration and corporate expenses (820,478) (928,550) Occupancy expenses (403,516) (894,513) Business development expenses (416,338) (526,710) Share-based payment expenses 19 (136,955) (42,341) Arbitration related expenses (3,077,540) (404,858) Impairment of property, plant and equipment 8 - (423,687) Loss before income tax (6,022,365) (4,553,934) Income tax expense 4 - - Net loss for the year (6,022,365) (4,553,934) Other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operations (130,192) (3,519) Total other comprehensive loss for the year, net of tax (130,192) (3,519) Total comprehensive loss for the year, net of tax (6,152,557) (4,557,453) Net loss attributable to: Owners of the parent (6,014,885) (4,552,179) Non-controlling interests (7,480) (1,755) (6,022,365) (4,553,934) Total comprehensive loss for the year, net of tax attributable to: Owners of the parent (6,145,077) (4,555,698) Non-controlling interests (7,480) (1,755) (6,152,557) (4,557,453) Basic and diluted loss per share from (cents per share) 14 (2.14) (1.66) The above Consolidated Statement of Profit or Loss and other Comprehensive Income should be read in conjunction with the accompanying notes. ![Graphics]() ANNUAL REPORT 2025 23 #### CONSOLIDATED STATEMENT OF FINANCIAL POSITION #### AS AT 30 JUNE 2025 2025 2024 Note $ $ ASSETS Current Assets Cash and cash equivalents 15(b) 6,826,337 7,170,793 Trade and other receivables 5 559,586 186,563 Total Current Assets 7,385,923 7,357,356 Non-current Assets Exploration and evaluation assets 6 10,663,185 9,372,906 Property, plant and equipment 8 17,945 282,461 Other 218,890 193,532 Total Non-current Assets 10,900,020 9,848,899 TOTAL ASSETS 18,285,943 17,206,255 LIABILITIES Current Liabilities Trade and other payables 9 2,347,703 719,393 Other liabilities 10(a) 533,161 299,385 Provisions 11(a) 777,756 760,341 Total Current Liabilities 3,658,620 1,779,119 Non-Current Liabilities Other financial liabilities 10(b) - 3,195 Provisions 11(b) 304,576 274,231 Total Non-Current Liabilities 304,576 277,426 TOTAL LIABILITIES 3,963,196 2,056,545 NET ASSETS 14,322,747 15,149,710 EQUITY Contributed equity 12 95,187,822 89,918,183 Reserves 13 10,883,812 10,958,049 Accumulated losses (91,743,269) (85,728,384) Equity Attributable to Members of GreenX Metals Limited 14,328,365 15,147,848 Non-controlling interests (5,618) 1,862 TOTAL EQUITY 14,322,747 15,149,710 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. ![Graphics]() 24 GreenX Metals Limited #### CONSOLIDATED STATEMENT OF CHANGES IN EQUITY #### FOR THE YEAR ENDED 30 JUNE 2025 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. Equity Attributable to Members of GreenX Metals Limited Contributed Equity Share- Based Payments Reserve Foreign Currency Translation Reserve Other Equity Reserve Accumulated Losses Total Non- controlling interest Total Equity $ $ $ $ $ $ $ $ Balance at 1 July 2024 89,918,183 4,560,793 185,998 6,211,258 (85,728,384) 15,147,848 1,862 15,149,710 Net loss for the year - - Other comprehensive income: - - (6,014,885) (6,014,885) (7,480) (6,022,365) Exchange differences on translation of foreign operations - - (130,192) - - (130,192) - (130,192) Total comprehensive loss for the year - - (130,192) - (6,014,885) (6,145,077) (7,480) (6,152,557) Transaction with owners recorded directly in equity Issue of shares 5,465,623 - - - - 5,465,623 - 5,465,623 Share issue costs (195,984) - - - - (195,984) - (195,984) Recognition of share-based payments - 55,955 - - - 55,955 - 55,955 Balance at 30 June 2025 95,187,822 4,616,748 55,806 6,211,258 (91,743,269) 14,328,365 (5,618) 14,322,747 Balance at 1 July 2023 85,917,513 4,583,192 189,517 6,207,493 (81,176,205) 15,721,510 - 15,721,510 Recognition of non-controlling interest - - - 3,765 - 3,765 3,617 7,382 Net loss for the year - - - - (4,552,179) (4,552,179) (1,755) (4,553,934) Other comprehensive income: Exchange differences on translation of foreign operations - - (3,519) - - (3,519) - (3,519) Total comprehensive loss for the year - - (3,519) - (4,552,179) (4,555,698) (1,755) (4,557,453) Transaction with owners recorded directly in equity Issue of shares 4,163,600 - - - - 4,163,600 - 4,163,600 Share issue costs (227,670) - - - - (227,670) - (227,670) Transfer of SBP Reserve 64,740 (64,740) - - - - - - Recognition of share-based payments - 42,341 - - - 42,341 - 42,341 Balance at 30 June 2024 89,918,183 4,560,793 185,998 6,211,258 (85,728,384) 15,147,848 1,862 15,149,710 ![Graphics]() ANNUAL REPORT 2025 25 C #### ONSOLIDATED STATEMENT OF CASH FLOWS #### FOR THE YEAR ENDED 30 JUNE 2025 Note 2025 2024 $ $ CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees (3,069,687) (3,353,867) Proceeds from property and gas sales - 2,839 Interest received from third parties 235,863 458,032 Payments for exploration and evaluation (723,443) (597,120) NET CASH FLOWS USED IN OPERATING ACTIVITIES 15(a) (3,557,267) (3,490,116) CASH FLOWS FROM INVESTING ACTIVITIES Payment s for plant and equipment 8 (4,020) (4,357) Payments for arbitration related expenses 15(c) (1,223,480) - Payments for exploration and evaluation (783,473) (1,627,490) Receipts from BHP Xplor funding 6 790,071 - NET CASH FLOWS USED IN INVESTING ACTIVITIES (1,220,902) (1,631,847) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of ordinary shares 12(b) 4,628,036 4,163,600 Payments for share issue costs 12(b) (144,397) (227,670) Payments for lease liabilit ies (49,926) (317,902) NET CASH FLOWS FROM FINANCING ACTIVITIES 4,433,713 3,618,028 Net decrease in cash and cash equivalents (344,456) (1,503,935) Cash and cash equivalents at beginning of year 7,170,793 8,674,728 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 15(b) 6,826,337 7,170,793 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. ![Graphics]() 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 ![Graphics]() ANNUAL REPORT 2025 27 (c) Principles of Consolidation 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 y 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. ![Graphics]() 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 ![Graphics]() 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. ![Graphics]() 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. ![Graphics]() 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. ![Graphics]() 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 ![Graphics]() 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 t 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 gn 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) Share -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) ![Graphics]() 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. ![Graphics]() ANNUAL REPORT 2025 35 5. TRADE AND OTHER RECEIVABLES 2025 2024 $ $ Trade receivables 184,794 13,652 I 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: 1 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 2 - - 862,053 842,189 Tannenberg acquisition consideration: Issue of 500,000 Ordinary Shares (Note 12) 2 - - 405,000 405,000 Exploration costs funded by project BHP Xplor program 3 - - (276,774) (276,774) Carrying amount at 30 June 2025 1 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 1 7,770,000 1,602,906 - 9,372,906 Note: 1 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). 2 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. 3 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). ![Graphics]() 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: 1 Trade payables are non-interest bearing and are normally settled on 30-day terms. 2 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 1 6 533,161 - Lease Liability 2 - 299,385 533,161 299,385 (b) Non-Current Liabilities: Lease Liability 2 - - Other - 3,195 - 3,195 Note: 1 Please refer to Note 6 for further discussion. 2 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). ![Graphics]() ANNUAL REPORT 2025 37 11. PROVISIONS 2025 $ 2024 $ (a) Current Provisions: Provisions for the protection against mining damage at Debiensko 1 772,727 724,174 Provision for closure of gas project 2 - 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 1 304,576 274,231 304,576 274,231 Notes: 1 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. 2 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 ![Graphics]() 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) (c) Rights Attaching to Ordinary Shares 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 ![Graphics]() 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 (c) Terms and Conditions of Incentive Options 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 ce 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; ![Graphics]() 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 e 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 e 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 n 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. ![Graphics]() 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 (c) Non-cash Financing and Investment Activities 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 UK 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. (c) Transactions with Related Parties 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. ![Graphics]() 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). (c) Other Transactions 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. ![Graphics]() 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) (c) Other information 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. ![Graphics]() 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 ( 1 ) $ 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 1 13 June 2025 31 May 2029 1.05 0.371 Series 4 1,800,000 29 July 2025 1 13 June 2025 31 May 2030 1.20 0.397 Note: 1 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 - (c) Option Pricing Model 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 1 - - - - Volatility 2 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 3 (years) 3.97 4.97 3.38 4.84 Fair value at grant date (A$) 0.352 0.378 0.371 0.397 Notes: 1 2 3 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. ![Graphics]() 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 ![Graphics]() 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. (c) Liquidity Risk 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. ![Graphics]() 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) - - ![Graphics]() 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 - - ![Graphics]() 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. ![Graphics]() 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 ![Graphics]() 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 (c) the consolidated entity disclosure statement required by section 295(3A) of the Corporations Act 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 e financial year ended 30 June 2025. On behalf of the Board Benjamin Stoikovich Director 23 September 2025 ![Graphics]() 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. 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. ![Graphics]() ANNUAL REPORT 2025 53 #### Key Audit Matters #### Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of #### our audit of the financial report as a whole, and in forming our opinion thereon, and we do not #### provide a separate opinion on these matters. #### We have determined the matters described below to be the key audit matters to be communicated #### in our report. #### DISCLOSURE OF THE DISPUTE WITH THE POLISH GOVERNMENT AND THE AWARDS #### Why a key audit matter How our audit addressed the risk #### The disclosure of the dispute with the #### Polish Government and the awards is a #### key audit matter because the amount of #### the awards are #### material and could #### impact the users of the financial #### statements. There is a risk that the dispute and the #### awards are not appropriately accounted #### for or disclosed. Our audit procedures included, amongst others: • Reviewed minutes of the Group’s board #### meetings, ASX announcements #### and media #### articles to obtain an update on the dispute #### and the awards. • Discussed with management to determine #### the status of the dispute and the awards. • Obtained solicitor confirmation of the status #### of the dispute. • Reviewed the accounting treatment to test compliance with the requirement of accounting standards AASB 137\_Provisions, #### contingent liabilities and contingent assets. • Assessed the reasonability and completeness #### of the Group’s fi #### nancial statements #### disclosures for the dispute and the awards. 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. ![Graphics]() 54 GreenX Metals Limited #### Key Audit Matters (continued) #### CARRYING AMOUNT OF CAPITALISED EXPLORATION AND EVALUATION ASSETS #### Why a key audit matter How our audit addressed the risk As at 30 June 2025, the carrying amount of Exploration and Evaluation assets (“E&E #### assets”) at Artic Rift Copper Project #### (“ARC”) and Eleonore Project (“ELN”) were approximately $7.8mil and $1.9mil, respectively. The purchase consideration #### settled by shares and/or performance #### rights of each project were approximately #### $4.2mil and $0.3mil, respectively. #### In July 2024, GreenX entered into a revised #### agreement with Greenfields to acquire 100% of the ELN project. The acquisition #### was completed on 18 October 2024. #### The assessment of the existence of impairment indicators and testing for impairment of E&E asset of the ARC and #### ELN projects is a risk given the material #### amount of the assets. Our procedures included, amongst others: • Obtained audit evidence that GreenX has #### current rights to the tenements. • Discussed with management at what stage the exploration is at, and the plans for #### ongoing E&E activities. • Enquired of management if the outcome of #### any E&E activities have been determined. • Obtained and reviewed the revised option #### agreement for the ELN project. • Obtained the list of additional exploration #### and evaluation expenditures incurred in #### both projects during the year and reviewed #### the nature of the expenditures to ascertain #### whether these costs related to exploration #### activities. • Enquired of management the accounting recognition of contingent consideration for the ELN project, and assessed if the #### accounting treatment is in line with relevant #### accounting standards. • Considered management's assessment of potential indicators of impairment and #### assessed if management's assessment was #### reasonable. • #### Considered the Group's intention to carry out significant ongoing exploration and #### evaluation activities at the #### ARC and ELN #### projects , which includes reviewing the Group's cashflow forecast and enquiring of senior management and the directors as to their intentions and the strategy of the #### Group. • Assessed the reasonability and #### completeness of the Group's financial #### statements disclosures. 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. #### INDEPENDENT AUDITOR’S REPORT #### (Continued) ![Graphics]() ANNUAL REPORT 2025 55 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. INDEPENDENT AUDITOR’S REPORT (Continued) 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. ![Graphics]() 56 GreenX Metals Limited As part of an audit in accordance with the ASAs and ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial report. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for the audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. 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. #### INDEPENDENT AUDITOR’S REPORT #### (Continued) ![Graphics]() ANNUAL REPORT 2025 57 From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 14 to 19 of the directors’ report for the year ended 30 June 2025. In our opinion, the Remuneration Report of GreenX Metals Limited for the year ended 30 June 2025, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with ASAs and ISAs. Mark Nicholaeff UHY Haines Norton Partner Chartered Accountants Sydney Date: 23 September 2025 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. INDEPENDENT AUDITOR’S REPORT (Continued) ![Graphics]() 58 GreenX Metals Limited #### CORPORATE GOVERNANCE GreenX Metals Limited and the entities it controls believe corporate governance is important for the Company in conducting its business activities. The Board of GreenX has adopted a suite of charters and key corporate governance documents which articulate the policies and procedures followed by the Company. These documents are available in the Corporate Governance section of the Company’s website, www.greenxmetals.com. These documents are reviewed annually to address any changes in governance practices and the law. The Company’s Corporate Governance Statement 2025, which explains how GreenX complies with the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 4th Edition’ in relation to the year ended 30 June 2025, is available in the Corporate Governance section of the Company’s website, www.greenxmetals.com and will be lodged with ASX together with an Appendix 4G at the same time that this Annual Report is lodged with ASX. In addition to the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 4th Edition’ the Board has taken into account a number of important factors in determining its corporate governance policies and procedures, including the: • relatively simple operations of the Company, which is focused on developing its two coal properties; • cost verses benefit of additional corporate governance requirements or processes; • size of the Board; • Board’s experience in the relevant sector; • organisational reporting structure and number of reporting functions, operational divisions and employees; • relatively simple financial affairs with limited complexity and quantum; • relatively moderate market capitalisation and economic value of the entity; and • direct shareholder feedback. Whilst the Company recognises climate change as a relevant business risk, as at 30 June 2025, the Company is not in compliance with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). Due to the Company’s nature, size and current development phase, the Company has limited climate-related risks. Information on the Company’s material business risks can be found and are discussed in detail on pages 8-10. Should there be a significant change in the size and nature of the Company’s activities in the future, the Company will review its business risks against the recommendations of the TCFD. Additional disclosure in relation to the recommendations of the TCFD can be found in the Company’s 2025 Corporate Governance Statement, which is available to view on GreenX’s website at https://www.greenxmetals.com/about/corporate-governance/. The Company remains committed to diversity and inclusion throughout all levels of the business. The Company recognizes that an inclusive and diverse workforce leads to increased productivity and better relationships with the communities in which we operate. The Company recognises that a diverse and talented workforce is a competitive advantage and encourages a culture that embraces diversity. However, the Board considers that the Company is not currently of a size to warrant the time and cost of adopting a Diversity Policy and setting measurable objectives for achieving gender diversity. The Board will review its position and may adopt a Diversity Policy and develop measurable objectives when the Company’s operations increase substantially. The Company does not comply with the targets set out in Financial Conduct Authority (FCA) Listing Rule 14.3.30. ![Graphics]() ANNUAL REPORT 2025 59 #### ASX #### ADDITIONAL INFORMATION The shareholder information set out below was applicable as at 31 August 2025. 1. TWENTY LARGEST HOLDERS OF LISTED SECURITIES The names of the twenty largest holders of listed securities are listed below: Ordinary Shares Name Number of Ordinary Shares Percentage of Ordinary Shares BNP Paribas Nominees Pty Ltd 172,775,857 60.18 CD Capital Natural Resources Fund III Lp 50,487,925 17.59 Arredo Pty Ltd 11,660,000 4.06 Computershare Clearing Pty Ltd 6,862,590 2.39 Computershare Clearing Pty Ltd 6,862,590 2.39 BNP Paribas Noms Pty Ltd 2,337,719 0.81 Mr Mark Pearce + Mrs Natasha Pearce 2,000,000 0.70 Mr Daljinder Mahil 1,809,075 0.63 Citicorp Nominees Pty Limited 1,601,907 0.56 Mr Ross Langdon Divett + Mrs Linda Alison Divett 1,231,300 0.43 Bouchi Pty Ltd 1,199,982 0.42 Cabbdeg Investments Pty Ltd 1,185,000 0.41 HSBC Custody Nominees (Australia) Limited 1,067,825 0.37 Dr Subhash Kumar Vij 899,950 0.31 Brearley Holdings Pty Ltd 852,100 0.30 Boom Securities (HK) Limited 753,305 0.26 Carolyn Anne Baker 750,000 0.26 Robert Ian Kendall 750,000 0.26 Mr John Paul Welborn 750,000 0.26 David Alan Kendall 729,662 0.25 Total Top 20 264,797,013 92.24 Others 22,286,076 7.76 Total Ordinary Shares on Issue 287,083,089 100.0 2. DISTRIBUTION OF EQUITY SECURITIES Analysis of numbers of holders by size of holding: Ordinary Shares Distribution Number of Shareholders Number of Ordinary Shares Percentage (%) 1 – 1,000 608 138,608 0.05 1,001 – 5,000 222 630,159 0.22 5,001 – 10,000 88 743,866 0.26 10,001 – 100,000 174 6,632,372 2.31 More than 100,000 74 278,938,084 97.16 Totals 1,166 287,083,089 100.00 There were 547 holders of less than a marketable parcel of Ordinary Shares. ![Graphics]() 60 GreenX Metals Limited #### ASX #### ADDITIONAL INFORMATION #### (Continued) 3. VOTING RIGHTS See Note 12(c) of the Notes to the Financial Statements. 4. 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% The number of shares and voting power is calculated on the basis of the most recent notices received by the Company up to the date of this report. 5. ON-MARKET BUY BACK There is currently no on-market buy back program for any of GreenX Metals Limited's listed securities. 6. EXPLORATION INTERESTS As at 31 August 2025, the Company has an interest in the following tenements: Location Tenement Percentage Interest Status Tenement Type Germany Tannenberg 1 -1 Granted Exploration Licence Germany Tannenberg 2 -1 Granted Exploration Licence Greenland Eleonore North gold project (Licence No’s 2018-19 and 2023-39) 100 Granted Exploration Licence Greenland Arctic Rift Copper Project (Licence No. 2025-168) 51 Granted Exploration Licence Notes: 1 In August 2024, the Company announced that it had entered into an earn-in agreement for Tanneberg through which GreenX can earn a 90% interest in the project. As at the date of this report, the Company held no beneficial interest in Tannenberg, other than through the Tannenberg earn-in agreement. During the year, the Tannenberg 1 exploration licence was extended for a further three years which allows GreenX with the ability to exercise its option over the project, pursuant to the earn-in agreement. During the year, the Tannenberg 2 exploration licence was granted, which has expanded the total project area to 1,900km 2 from 272km 2 . ![Graphics]() ANNUAL REPORT 2025 61 ![Graphics]() ANNUAL REPORT 2025 62 #### www.greenxmetals.com #### info@greenxmetals.com +61 8 9322 6322