Announcement PDF ANNUAL REPORT For the year ended 30 June 2024 1 CONTENTS Page Directors’ Report 4 Auditors’ Independence Declaration 24 Consolidated Statement of Comprehensive Income 25 Consolidated Statement of Financial Position 26 Consolidated Statement of Cash Flows 27 Consolidated Statement of Changes in Equities 28 Notes to the Consolidated Financial Report 29 Consolidated Entity Disclosure Statement 51 Director's Declaration 52 Independent Auditor's Review Report 53 Additional ASX Information 58 2 BATTERY AGE MINERALS LTD Corporate Information For the year ended 30 June 2024 DIRECTORS Mr Robert Martin Mr Gerry Fahey Dr. David Pevcic Non-Executive Chairman Non-Executive Director Non-Executive Director CHIEF EXECUTIVE OFFICER Mr Nigel Broomham CHIEF FINANCIAL OFFICER Mr Paul Hughes COMPANY SECRETARY Mr Harry Spindler REGISTERED OFFICE Level 50, 108 St Georges Terrace Perth WA 6000 Telephone (08) 6109 6689 Website www.batteryageminerals.au POSTAL ADDRESS P O Box 7310 Cloisters Square PO WA 6850 AUDITORS BDO Audit Pty Ltd Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000 SHARE REGISTRY Computershare Investor Services Pty Ltd GPO Box 2975 Melbourne VIC 3001 Telephone: 1300 850 505 ASX Code ACN ABN BM8 085 905 997 80 085 905 997 In this report, the following definitions apply: “Board” means the Board of Directors of Battery Age Minerals. “BM8” or the “Company” means Battery Age Minerals Limited ABN 80 085 905 997 3 BATTERY AGE MINERALS LTD Directors’ Report For the year ended 30 June 2024 DIRECTORS REPORT Your Directors present the financial report of Battery Age Minerals Limited (“BM8”, “Battery Age Minerals” or the “Company”) (ASX: BM8) (formerly Pathfinder Resources Limited) and its controlled entities (the “Group”) for the Year ended 30 June 2024. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows. DIRECTORS The names and particulars of the Directors of the Company who are in office at the date of this report are: Director Robert Martin Gerry Fahey David Pevcic Position Non-Executive Chairman Non-Executive Director Non-Executive Director Appointed 12 April 2022 2 February 2023 2 February 2023 The names and particulars of the Directors of the Company who are not in office at the date of this report but who held office during the year are: Director Gerard O’Donovan Mr. Robert Martin Experience Position Managing Director Appointed 10 August 2023 Resigned 09 November 2023 Non-Executive Chairman Mr Robert Martin is a commercial businessman with over 25 years’ experience across a broad range of sectors including mining, manufacturing, mining services and capital markets. Mr Martin previously operated a highly successful global mining services company which became a leading provider of products and services to the mining industry. Mr Martin now runs a family office in Western Australia with a focus on investing and supporting emerging private and public businesses. Mr Martin currently holds the positions of Non-Executive Chairman at ASX-listed Critical Resources Limited (ASX: CRR), Equinox Resources Limited (ASX:EQN), Parkd Limited (ASX: PKD) and Infini Resources Limited (ASX: I88) and Executive Chairman at ASX-listed Pioneer Lithium Limited (ASX: PLN). The Board considers Mr Martin is an independent Director. Interest in Shares and Options Direct Interest (Shares) – 1,310,000 Direct Interest (Options) – 1,686,668 Indirect Interest (Shares) – nil Indirect Interest (Options) – nil Directorship held in other listed entities Critical Resources Limited (ASX:CRR) - Appointed 4 February 2021 Equinox Resource Limited (ASX:EQN) - Appointed 10 May 2022 Parkd Limited (ASX: PKD) - Appointed 28 February 2019 Pioneer Lithium Limited (ASX: PLN) – Appointed 16 November 2022 Infini Resources Limited (ASX:I88) – Appointed 24 February 2023 Mr. Gerry Fahey Experience Non-Executive Director Mr Fahey has over 40 years’ experience in both the international and local minerals industry. He is a specialist in mining geology, mine development and training and worked for 10 years as Chief Geologist Mining for Delta Gold where he was actively involved with the development of the Eureka, Chaka, Globe and Phoenix gold mines and the following Australian gold projects: the Kanowna Belle, Golden Feather, Sunrise and Wallaby. Mr Fahey is currently a Director of Prospect Resources which in April 2022 sold its 87% stake in its Arcadia Lithium Project located in Zimbabwe for approximately 4 BATTERY AGE MINERALS LTD Directors’ Report For the year ended 30 June 2024 US$378 million cash to Zhejiang Huayou Cobalt. He is also a director of Focus Minerals Ltd and formerly a Director of CSA Global Pty Ltd, and member of the Joint Ore Reserve Committee (JORC). The Board considers that Mr Fahey will be an independent Director Interest in Shares and Options Direct Interest (Shares) – 62,500 Direct Interest (Options) – 83,334 Indirect Interest (Shares) – nil Indirect Interest (Options) – nil Directorship held in other listed entities Prospect Resources (ASX: PSC) – Appointed 15 July 2013 Focus Minerals Limited (ASX: FML) – Appointed 18 April 2011 Dr. David Pevcic Experience Non-Executive Director Dr David Pevcic is a successful investor and businessman, with a principal focus on the mining and resources sector. Dr Pevcic is the founding director of several privately owned mineral exploration companies, which have executed transactions with both ASX and TSX-listed companies. In addition, Dr Pevcic is an advisor to Good Earth Dairy, Western Australia’s first and leading camel dairy. Dr Pevcic holds a Bachelor of Science, Bachelor of Medicine and Bachelor of Surgery from the University of Western Australia and is a Member of the Australian Institute of Company Directors. The Board considers that Dr Pevcic is an independent Director Interest in Shares and Options Direct Interest (Shares) – 3,508,228 Direct Interest (Options) – 1,699,133 Indirect Interest (Shares) – nil Indirect Interest (Options) – nil Directorship held in other listed entities Nanoveu Limited (ASX: NVU) - Appointed 3 February 2023 Infini Resources Limited – Appointed 16 December 2021 KEY MANAGEMENT PERSONNEL Mr. Nigel Broomham Chief Executive Officer Experience Mr Broomham is a geologist with over 14 years’ industry experience, including more than 11 years in the battery metals sector and specifically in lithium. Prior to joining Battery Age, Nigel held leadership roles with ASX-50 lithium producer Pilbara Minerals (ASX: PLS) in exploration, resource development and mining production. As Head of Geology at Pilgangoora, he was extensively involved in the exploration and development of the world-class Pilgangoora Lithium-Tantalum Project in the Pilbara region of Western Australia and was tasked with leading the geology team from exploration through to production. Mr Broomham also held several other leadership roles at Pilgangoora, including Mining Manager, lead of the Direct Shipping Ore Development Project and Production Superintendent. Earlier in his career, he has also worked at Mineral Resources Limited, Consolidated Minerals Manganese, Hancock Prospecting (Roy Hill) and Golder Associates. Mr Broomham holds a Bachelor of Science (Hons), Geology and Resource Economics from the University of Western Australia and is a member of AusIMM and the Australian Institute of Geoscientists. He also holds non-executive board roles at Critical Resources (ASX: CRR) and Pioneer Lithium (ASX: PLN). 5 BATTERY AGE MINERALS LTD Directors’ Report For the year ended 30 June 2024 Mr. Paul Hughes Chief Financial Officer Experience Mr Hughes is a Certified Practicing Accountant (CPA) with over 16 years’ experience, including the last 12 years in the construction and resources sector. Prior to joining Battery Age, Mr Hughes held a senior role’s with ASX-50 lithium producer Pilbara Minerals (ASX: PLS) as Principal of Corporate Planning and Investment Analysis, Principal – Finance, Planning & Analysis as well as Senior Commercial Analyst. He has also held senior finance roles at Orica Limited, Downer Mining. Mr Hughes, holds a Bachelor of Business – Accounting & Finance from Edith Cowan University in Western Australia Mr. Harry Spindler Company Secretary Experience Mr. Spindler is an experienced corporate professional with a broad range of corporate governance and capital markets experience, having held various company secretary positions and been involved with several public company listings, merger and acquisition transactions and capital raisings for ASX-listed companies across a diverse range of industries over the past 22 years. Harry is a member of the institute of Chartered Accountants Australia and New Zealand and a member of the Financial Services Institute of Australia. Mr Spindler began his career in corporate recovery and restructuring at one of Australia’s leading independent financial advisory and restructuring providers Ferrier Hodgson (now KPMG) and has for the past 13 years worked for corporate advisory firms through which he has advised a number of clients in a range of industries, as well as held positions as company secretary for a number of ASX-listed companies, including Sino Gas & Energy Holdings Ltd (ASX: SEH; ASX 300), an Australian energy company focused on developing gas assets in China. Harry is also Company Secretary of Equinox Resources Limited (ASX: EQN), Critical Resources Limited (ASX: CRR), Pioneer Lithium Limited (ASX: PLN), Infini Resources Limited (ASX: I88) and Delta Ridge Limited. PRINCIPAL ACTIVITIES The Company is a mineral exploration company which is presently focused on the exploration of battery minerals such as lithium, copper, germanium and zinc in Canada, Morocco and Austria. 6 BATTERY AGE MINERALS LTD Directors’ Report For the year ended 30 June 2024 REVIEW OF OPERATIONS During the year ended 30 June 2024 the Company’s primary activities included mineral exploration, evaluation and development across its portfolio of projects. There were no significant changes in natures of the company’s principal activity for the financial year. FALCON LAKE PROJECT LITHIUM, ONTARIO CANADA The project area is located approximately 325km North-northeast of Thunder Bay, Ontario which is the closest port of Lake Superior for seaboard access. The Project area is located approximately 75km northeast of Armstrong, Ontario). 7 BATTERY AGE MINERALS LTD Directors’ Report For the year ended 30 June 2024 During the financial year the company continued its rapid advancement of the Falcon Lake Lithium Project in Ontario, Canada including: • Successful drilling campaign with the following key milestones:  9,282m of NQ diamond drilling completed in FY24;  Thick, shallow, high-grade intercepts including: o 31.75 metres @ 1.45% Li2O (23FL-031) o 27.6 metres @ 1.37% Li2O (23FL-001) o 21.9 metres @ 1.44% Li2O (23FL-004) o 20.65 metres @ 1.48% Li2O (23FL-081) o 18.95 metres @ 1.65% Li2O (23FL-076) • Highly successful Canadian Summer Fieldwork Programme (CY23) with highlights including:  Completion of fieldworks including LIDAR, Ortho-Imagery, Field Prospecting, Ground Magnetic Survey and Litho-Geochemical Sampling; and  Over 30 pegmatites mapped by the field exploration team across the full 5km prospective corridor at Falcon Lake; and • Environmental Baseline Surveys commenced at site. • Secondary Drilling Permit approved, enabling Phase 2 exploration drilling across the highly prospective 5km corridor at Falcon Lake • The strategic acquisition of the Falcon Extension property expands exploration potential. o • Amalgamation of Falcon Main and Falcon North properties through acquisition of adjacent extensional properties adds 20km2 of highly prospective exploration ground to the Falcon Lake project package totalling 51km2. Completion of the highly successful Canadian Summer Fieldwork Programme (CY24) had highlights including: o Discovery of high-grade lithium mineralisation: rock chip assays grading up to 2.86% Li2O, confirming the presence of mineralised spodumene-bearing pegmatite on the newly acquired Falcon Extension Property. This significant find adds to the Falcon Lithium Project’s list of priority drill targets within the previously defined 5km long mineralised corridor, enhancing its exploration potential. 8 BATTERY AGE MINERALS LTD Directors’ Report For the year ended 30 June 2024 Falcon Extension discovery with 2023 mineralised pegmatites at Falcon Lake. • • Drilling re-commenced to test multiple newly identified targets across the highly prospective 5km long corridor at Falcon Lake. The Company received a total of CAD$200,000 under the Ontario Junior Explorer Program (OJEP) grant funding scheme. 9 BATTERY AGE MINERALS LTD Directors’ Report For the year ended 30 June 2024 TIDILI PROJECT COPPER GOLD, MOROCCO The Tidili Project comprises of one mining Lease (383699) and 2 exploration licences (3842355 and 3842356) which cover an area of approximately 34km2 located in the Municipality of Tidili, Province of Ouarzazate, Region of DraaTafilalet of Morocco. The Tidili Project is located about 80km southeast of Marrakesh. Battery Age completed a drilling program at the Tidili Copper Project in Morocco during the year. Six drill holes had been completed, which were designed to test the sub-surface geometry, grade and scale of mineralisation at two of the three known locations where historic shallow workings were mapped and copper oxide mineralisation was noted at the Tidili Project (Figure below). The drilling targeted the down-dip extension of copper oxide mineralisation associated with fault breccias. Copper sulphide minerals (chalcopyrite and bornites) were intercepted in the target intervals in 3 of the 6 holes completed. Geological map and collar positions of the six holes completed at location 1 and 2. The Company is of the view that the drilling program has proven the Company’s geological concept for the Tidili Project, however the visual estimates of the mineralised zones logged are at the lower end of the spectrum and the intercepts are narrow (refer announcement 4 April 2024). In light of the significant costs associated with assaying the core, the anticipated results, the Company, with recommendations from the Competent Person, did not submitted samples for assaying. Considering this, the Company has concluded that the Tidili Project is deemed to have low prospectivity for an economic deposit. Considering the exploration results, the Company determined to focus on its primary assets – the Falcon Lake Lithium Project in Ontario, Canada and the Bleiberg Zinc-Lead-Germanium Project in Austria, and as such, is taking steps to relinquish the Company’s interest in the Tidili Project to the in-country partners. 10 BATTERY AGE MINERALS LTD Directors’ Report For the year ended 30 June 2024 BLEIBERG PROJECT LEAD-ZINC GERMANIUM, AUSTRIA The Bleiberg Project comprises 176 claims totalling an area of approx. 99km2, located approximately 130km south of the city of Salzburg in southern Austria within the eastern Alps region of Europe. The area has full infrastructure access with train, road, hydropower and readily available workforce. Progress made in the current financial year includes: • • • • • Staking an additional 60 claims (100% ownership) contiguous to the west-north-west of the existing 116 earn in claims (Bleiberg West Extension Project, marked in blue below) Highly successful meetings with GKB-Bergbau GmbH result in an agreement to provide the Company with access to over 100 years of historic mining data from the Bleiberg Zinc-Lead-Germanium Mine in Austria. BM8 geologists begin collated over 100 years of historical mining data to validate and confirm nearterm exploration targets for Germanium and Gallium mineralisation contained within the rich history of the Bleiberg Mine. The data has informed the Company to develop its targeted exploration plan and fast-track exploration of extensions of the known mineralisation on its tenements as well as the highly prospective western extension. The Company is primarily focused on early-stage exploration for Germanium, a highly strategic mineral used in a range of specialist applications including High-Performance Logic Chips which are used in Electronic Vehicles, Artificial Intelligence and Quantum Computing. Battery Age accelerated their interest to 51% in the Bleiberg Zinc-Germanium Project, Austria (tenure marked in red below): Variation to farm-in joint venture results in BM8 moving to 51% interest in the Bleiberg Project, complementing its 100% interest in the Bleiberg West Extension Project (tenure marked in blue below). Identified mineralised trend located along strike from historical workings. Inset table demonstrates historical data for the Bleiberg Mine from previous workings). 11 BATTERY AGE MINERALS LTD Directors’ Report For the year ended 30 June 2024 KING TUT & BLOOM LAKE PROJECTS GOLD, ARGENTINA; COPPER COBALT, CANADA The Company continued to meet the minimum expenditure requirements which included maintenance and administrative costs for these projects during the year ended 30 June 2024. CORPORATE • • • • • • CEO Gerard O’Donovan appointed as Managing Director. Highly experienced finance professional Paul Hughes appointed as CFO. Successful capital raising of $6.4M utilising “flow-through shares” to accelerate the Falcon Lake exploration programme. Gerard O’Donovan resignations as CEO and Managing Director of Battery Age Minerals, November 2023 with Nigel Broomham appointed interim CEO. Nigel Broomham appointed CEO of Battery Age Minerals, February 2024. Battery Age received net proceeds of $980,000 from an off-market block trade of approximately 2.7 million shares in Equinox Resources Ltd (ASX: EQN). ANNUAL MINERAL RESOURCES STATMENT As at 30 June 2024, the Group does not have any Mineral Resources estimates. The Company’s Projects do not have defined Mineral Resources or Ore Reserves. The Projects are early stage exploration projects covering regions that are considered prospective for potential economic mineralisation. There has been insufficient exploration works at the Company’s Projects to define a Mineral Resource or Ore Reserve. FINANCIAL RESULTS The Group made a loss for the twelve months ended 30 June 2024 of $3,592,816 (30 June 2023: Loss $4,533,651). As at balance date 30 June 2024, the Group had capitalised exploration costs totalling $8,158,019 (30 June 2023: $3,947,317). Cash and cash equivalents of $1,826,367 (30 June 2023: $3,200,425 and net assets of $13,408,899 (30 June 2023: $11,681,411). BUSINESS RISKS The Group, as an exploration company, faces inherent risks in its activities which may materially affect its operations. Future capital requirements The Company will require further financing in the future, in addition to amounts raised under the Offer and Placement. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the current market price or may involve restrictive covenants which limit the Company's operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities. Although the Directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, the Company may be required to reduce the scope of its activities, which could have a material adverse effect on the Company's activities and could affect the Company's ability to continue as a going concern. Exploration and operations The mineral exploration licences comprising the Projects are at various stages of exploration, and prospective investors should understand that mineral exploration and development are high-risk undertakings. 12 BATTERY AGE MINERALS LTD Directors’ Report For the year ended 30 June 2024 There can be no assurance that future exploration of these exploration licences, or any other mineral licences that may be acquired in the future, will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited. Tenure Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for production tenements will be approved. Tenements are subject to the applicable mining acts and regulations of the relevant jurisdiction. The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal or conversion conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company. Irrespective of the Company’s compliance with the conditions of the tenements, and applicable mining acts and regulations, there is no guarantee that applications for forfeiture or cancellation will not be made against the tenements. If any application for forfeiture or objection to the grant of an exemption is lodged, the Company may be required to defend such applications or objections and incur significant costs. Contractual risk The Company’s interests in the Falcon Lake and Bleiberg Project are subject to the Company earning interests in these projects under the respective acquisition agreements. The ability of the Company to achieve its stated objectives will depend on the performance by the parties of their obligations under these agreements, including the Company complying with its obligation to spend minimum expenditure commitments in qualified time periods, fulfilling its acquisition, earn-in and joint venture obligations and commitments. The Bleiberg Agreement provides that the Company may earn up to an 80% interest in the Bleiberg Project through expending CAD$1,000,000 on exploration activities within the first 24 months taking the Company’s interest to 51%, an additional CAD$3,500,000 within the next 24 months for a further 14% interest and a final 15% interest on completing an independent bankable feasibility study at the Bleiberg Project. The consideration payable by the Company under the Bleiberg Agreement is payable on the Company meeting specified time milestones. Should the Company not proceed with the second expenditure obligations, this is a risk that the Company’s interest in the Bleiberg Project will be reduced in accordance with the agreed dilution/joint venture calculations. Market Risk – Equinox holding The Company currently holds 34,538,677 Equinox Shares, accounting for 27.97% of all Equinox Shares on issue. The value Company’s Equinox Shares is influenced by market factors, including, for example, changes in economic conditions, changes in interest rates and economic activity, changes to legislative and political environment as well as changes in investor sentiment. As a result, there is no guarantee that can be given in respect of the performance of the Company’s Equinox Shares. The Group has put in place procedures for reporting and monitoring of the above risks which are continually being reviewed and updated to help manage these risks. 13 BATTERY AGE MINERALS LTD Directors’ Report For the year ended 30 June 2024 COMPLIANCE STATEMENT This report contains information on the Falcon Lake and Jessie Lake Projects extracted from an ASX market announcement dated 8 December 2022, 2 February 2023, 13 June 2023, 26 July 2023, 2 August 203, 16 August 2023, 6 September 2023, 14 September 2023, 5 October 2023, 10 October 2023, 16 October 2023, 25 October 2023, 1 November 2023, 30 November 2023, 13 December 2023 18 April 2024, 8 July 2024, 11 July 2024, 12 August 2024, 29 August 2024 and 12 September 2024 released by the Company and reported in accordance with the 2012 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (JORC Code). This report contains information on the Tidili Project extracted from an ASX market announcement dated 8 December 2022, 2 February 2023, 11 April 2023, 24 July 2023 and 28 March 2024 released by the Company and reported in accordance with the 2012 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (JORC Code). This report contains information on the Bleiberg Project extracted from an ASX market announcement dated 8 December 2022, 2 February 2023, 13 July 2023, 21 August 2023, 26 February 2024, 26 March 2024 23 April 2024, 16 May 2024 and 29 August 2024 released by the Company and reported in accordance with the 2012 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (JORC Code). The original market announcements are available to view on www.batteryage.au and www.asx.com.au. Battery Age is not aware of any new information or data that materially affects the information included in the original market announcement. INTERESTS IN MINING TENEMENTS AS AT 30 JUNE 2024 Location Tenement Reference Western Australia1 Canada, Bloom Lake M47/1450 221266, 221267, 229223 243759, 251792, 251793 251794, 287807, 308044 325202, 336173, 582713 582714, 716167, 716168, 716165, 716166, 716170, 716171, 716169 Canada, Falcon Lake - Central - West - East 727287 to 727384 2 668831, 670166, 670168, 721084, 721085, 746214, 754668 3 106057-106058, 121357121360, 122094, 132858132859, 134102, 136948, 136962, 142489, 148810, 164547-164548, 166603, 178073, 179345, 185376185377, 186114-186115, 208573, 209065, 215331, 224637-224639, 237714237716, 244810, 246081, 252181, 256393-256395, 274457, 281913, 289275, 291550, 301417-301418, 302155, 311782-311784 727385 – 727406 727409 – 727452 Interest at the end of June 2024 27.97% 100% 100% 100% 90% 100% 100% 14 BATTERY AGE MINERALS LTD Directors’ Report For the year ended 30 June 2024 Location Tenement Reference Canada, Jessie Lake 834651 – 834704 835652 - 835724 EP3842355, EP3842356, ML383699 EL 476/22 (BB1) – 591/22 (BB116) 1524/23 (1/23) – 1583/23 (60/23) 168-L-1939 66-C-2005 28-L-2011 Morocco, Tidili5 Austria, Bleiberg4 Argentina 1. 2. 3. 4. Interest at the end of June 2024 100% 85% 51% 100% 100% 100% 100% Battery Age’s interest in the Hamersley Iron Ore Project is held indirectly by way of its investment held in Equinox Resources Limited. In October 2023, the Company acquired a 2 year option, (i) an initial 40% interest by making a cash payment of CAD$100k and issuing 250k fully paid ordinary shares (completed); (ii) acquisition of an addition 40% interest by making a cash payment of CAD$75k and issuing 250k fully paid ordinary shares on or before the first anniversary of stage (i) and (iii) acquisition of an addition 10% interest by making a cash payment of CAD$15k and issuing 250k fully paid ordinary shares on or before the second anniversary of stage (i). The Company will retain the respective % interest acquired under the respective staged option, in the event that the subsequent option(s) are not exercised. The Company may acquire the final 10% of the above identified Falcon Lake tenements by paying an amount equal to the lower of (i) the price determined by an independent valuation, or (ii) A$2,000,000. During the year, the Company acquired a further 36% interest (total 51%) in the above Bleiberg tenements The Company may acquire a further 14% interest (total 65%) in the above Bleiberg tenements within 36 months of acquiring the abovementioned 36% interest by incurring an additional C$3,500,000 in expenditure on the project. The Company may acquire the final 15% interest (total 80%) in the above Bleiberg tenements within 6.5 years from executing the Bleiberg Addendum Agreement upon completion of a Bankable Feasibility Study that is compliance to JORC and indicates the project will have a production rate of at least 100,000 tonnes per year. aThe Company is taking steps to relinquish the Company’s interest in the Tidili Project to the in-country partners. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS In the opinion of the Directors, other than those items outlined in the Review of Operations, there were no other significant changes in the state of affairs of the Group which have not been disclosed elsewhere in this report. LIKELY DEVELOPMENTS AND ANNOUNCEMENTS The Directors have excluded from this report any further information on the likely developments in the operations of the Group and the expected results of those operations in future financial years, other than as mentioned in the Review of Operations, as the Directors have reasonable grounds to believe the nascent nature of the mineral commodities market makes it impractical to forecast future profitability and other material financial events. DIVIDENDS No dividends were paid or declared by the Group to members since the end of the previous financial year and the directors do not recommend the payment of a dividend at this time. SHARES UNDER OPTION At the date of this report, the un-issued ordinary shares of Battery Age Minerals Limited under option are as follows: Issue Date Expiry Date Exercise Price 27/01/2023 27/01/2026 $0.50 Number of shares under option 41,904,023 41,904,023 15 BATTERY AGE MINERALS LTD Directors’ Report For the year ended 30 June 2024 Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related body corporate. Movement in Options Movements in options during the period ended 30 June 2024. • 1,000 options were exercised at $0.50 PERFORMANCE RIGHT