Announcement PDF TG Metals Limited ACN: 644 621 833 ANNUAL REPORT For the year ended 30 June 2025 1 TG Metals Ltd Contents 30 June 2025 Corporate directory Chairperson's Letter Directors' report Auditor's independence declaration Consolidate statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flow Notes to the consolidated financial statements Directors' declaration Consolidated entity disclosure statement Independent auditor's report ASX Additional Information 2 3 4 5 26 27 28 29 30 31 48 49 50 55 TG Metals Ltd Corporate directory 30 June 2025 Directors Richard Bevan (Non-Executive Chair) Brett Smith (Non-Executive Director) Di (Gloria) Zhang (Non-Executive Director) Company Secretary Nicki Farley Registered Office Level 24, 44 St Georges Terrace PERTH WA 6000 Ph: +61 8 6211 5099 Principal Place of Business Level 2, Suite 3 28 Ord Street West Perth WA 6005 Share Registry Automic Registry Services Level 5, 191 St Georges Terrace PERTH WA 6000 Auditors BDO Audit Pty Ltd Level 9 Mia Yellagonga Tower 2 5 Spring St PERTH WA 6000 Stock Exchange Listing Australian Securities Exchange Home Exchange: Perth ASX code: TG6 Corporate Governance Statement https://tgmetals.com.au/about-us/corporate-governance/ 3 TG Metals Ltd Chairperson's Letter 30 June 2025 Chairperson’s Letter Dear Shareholders, On behalf of the Board of Directors, I am pleased to present the Annual Report of TG Metals Limited for the financial year ended 30 June 2025. This year has been a pivotal one for your Company as we repositioned TG Metals to respond proactively to changing market conditions and maximise shareholder value. While global sentiment around lithium has softened significantly, gold has reaffirmed its place as a store of value in uncertain times. In this environment, TG Metals has acted decisively to refocus its efforts and capitalise on opportunities with near-term potential. While gold is now our near-term focus, the Company retains exposure to lithium through our Lake Johnston asset, providing optionality for the future when market conditions improve. The Board’s decision to reduce expenditure at the Lake Johnston Lithium Project has enabled us to direct resources toward acquire the Van Uden Gold Project, which we believe represents a transformational opportunity for TG Metals. Van Uden is a near-term production asset with significant exploration upside. Work completed to date has confirmed high-grade mineralisation and demonstrated the potential for rapid development. Our immediate priority is to advance the project through the necessary technical, regulatory, and financial steps, with a view to establishing a pathway to first production. In parallel, ongoing exploration across the broader project area continues to highlight opportunities for resource growth and new discoveries. Gold has performed strongly over the past year, supported by macroeconomic volatility and demand from both investors and central banks. This favourable environment, combined with the project’s location in a tier-one jurisdiction with established infrastructure, places TG Metals in an excellent position to create value for shareholders. As TG Metals transitions toward development, our focus on sustainability and responsible operations is paramount. We are committed to upholding the highest standards of environmental management, safety, and community engagement as we advance the Van Uden Gold Project. These values underpin our long-term approach to building a company of which shareholders and stakeholders can be proud. On behalf of the Board, I would like to thank our CEO David Selfe and his technical team for their professionalism and hard work throughout the year. I also extend my appreciation to our shareholders for their ongoing support during a period of transition. We are excited about the opportunities ahead and remain confident that TG Metals is well placed to deliver strong outcomes in the year to come. Sincerely Richard Bevan Chairperson TG Metals Limited 4 TG Metals Ltd Directors' report 30 June 2025 The Directors present their report, together with the financial statements and notes of TG Metals Ltd (the Company) and its controlled entity (the Group) for the year ended 30 June 2025. TG Gold Pty Ltd was incorporated on 11 November 2024, which forms the consolidated group. Following the Company’s successful Initial Public Offering (‘IPO’), the Company was admitted to quotation on the Australian Securities Exchange (‘ASX’) on 24 May 2022. Directors The names of the Directors in office during the financial year and up to the date of this report, unless otherwise stated, are: Richard Bevan Brett Smith Di (Gloria) Zhang Information on Directors Richard Bevan, Non-Executive Chair Mr Bevan has extensive senior management experience having been the managing director and CEO of a number of listed and unlisted companies, including founding managing director of Cassini Resources. He has been involved in a diverse range of business areas such as healthcare, technology services and natural resources. He brings experience in the execution and integration of mergers, acquisitions and other major corporate transactions. Mr Bevan is currently Non-Executive Chair of Killi Resources Limited, and Executive Chair of Narryer Metals Limited. He is a Non-Executive Director of Elmore Limited. Directorships held in other ASX-listed companies in the last 3 years: ● Cannon Resources Limited, appointed 21 February 2021, resigned 24 January 2023 ● Killi Resources Limited, appointed 18 August 2021 ● Narryer Metals Limited, appointed 1 July 2021 Interests in shares: Interests in options: 2,191,667 600,000 Brett Smith, Non-Executive Director Mr Smith has over 20 years’ experience in investor engagement, corporate management and board responsibilities with private and ASX-listed companies, and more than 35 years’ experience as a geologist across a wide range of commodities and global jurisdictions. Mr Smith is currently Non-Executive Director of Aruma Resources Limited and Chief Executive Officer of Killi Resources Limited. Directorships held in other ASX-listed companies in the last 3 years: ● Corazon Mining Limited, appointed 1 July 2010, resigned 31 March 2025 ● Aruma Resources Limited, appointed 1 August 2022 Interests in shares: Interests in options: 3,180,000 600,000 Di (Gloria) Zhang, Non-Executive Director Ms Zhang has over 33+ years of experience in international business, banking, project management, and marketing. She advises ASX-listed companies across the resources, energy, technology, and biotech sectors. She plays a key role in capital raising, offtake negotiations, joint venture management, and fostering relationships with Asian shareholders. Ms Zhang is a Graduate Member of the Australian Institute of Company Directors, and currently serves as Chair of several international businesses. 5 TG Metals Ltd Directors' report 30 June 2025 Directorships held in other ASX-listed companies in the last 3 years: ● None Interests in shares: Interests in options: 1,448,750 600,000 Company secretary Nicki Farley (BA, LLB) On 2 March 2022, Ms Farley was appointed as Company Secretary. Ms Farley has over 15 years' experience working within the legal and corporate advisory sector providing advice in relation to capital raisings, corporate and securities laws, mergers and acquisitions and corporate compliance. Ms Farley has held a number of company secretarial roles for ASX listed companies. Principal Activities The Company’s principal continuing activities consisted of exploring for, discovering and then proceeding to develop mineral deposits. Operating Results The loss for the year ended 30 June 2025 after providing for income tax amounted to $1,418,500 (2024: $2,275,200). Review of Operations TG Metals successfully executed its planned exploration programs at the Lake Johnston Lithium and Van Uden Gold projects, discovering the Jaegermeister lithium pegmatites and advancing the Burmeister lithium spodumene deposit as well as acquiring the Van Uden Gold Project and updating the Resource to JORC 2012 compliance. Figure 1 shows the TG Metals projects locations. 6 TG Metals Ltd Directors' report 30 June 2025 Figure 1 – Simplified Geology with project locations. Datum: AMG Zone 51 (GDA94) Lake Johnston Project – Lithium During the period the Company conducted reverse circulation drilling on the Jaegermeister prospect which returned high grade lithium in pegmatite intercepts which included: • 10.0m @ 1.19% Li2O from 73.0m o • 6.0m @ 1.38% Li2O from 76.0m o • including 2.0m @ 2.07% Li2O from 77.0m including 2.0m @ 2.00% Li2O from 76m 3.0m @ 1.22% Li2O from 49.0m and 3.0m @ 1.24% Li2O from 63.0m (same hole) o including 1.0m @ 2.68% Li2O from 50m Multiple mineralised pegmatites were intercepted over a drilled area 1300m x 400m and open in all directions. See Figures 2 and 3. 7 TG Metals Ltd Directors' report 30 June 2025 Figure 2 – Jaegermeister lithium pegmatite RC drilling showing pegmatite intercepts. Datum: AMG Zone 51 (GDA94). 8 TG Metals Ltd Directors' report 30 June 2025 Figure 3 – Cross section E-E’ through Target A showing lithium pegmatite intercepts in drillholes at Jaegermeister. Datum: AMG Zone 51 (GDA94). Four targets (Target A to Target D) were successfully tested with Targets A and B now the focus of exploration at Jaegermeister. Figure 4 shows the location of the four Jaegermeister targets and the proximity to the Burmeister lithium spodumene deposit. In addition, the Company completed further drilling at Burmeister and metallurgical testwork on samples from the Burmeister deposit which show that the spodumene mineralisation is amenable to Dense Media Separation, producing spodumene concentrates up to 6.31% Li2O. 9 TG Metals Ltd Directors' report 30 June 2025 Figure 4 – Targets A and B drilling defining the Jaegermeister discovery and Burmeister RC Drilling over conceptual pit outline 10 TG Metals Ltd Directors' report 30 June 2025 During the period the Company acquired the Van Uden Gold project which consists of an 80% interest in 4 granted Mining Leases, 80% interest in 3 granted Exploration Licences and 100% interest in 2 miscellaneous Licences. The total consideration for the acquisition was $4 million, comprising $3 million in cash (including $0.5 million deferred) and $1 million in TG Metals shares. The main gold mineralised areas are the Van Uden Group and Gold City. The Van Uden Gold project is located in the Forrestania Region of Western Australia, see Figure 5 below. The project is easily accessible via Great Eastern Highway and sealed roads to the project haul roads on the miscellaneous licences. Since acquisition the Company has added 2 exploration licences and one miscellaneous licence application (100% TG Metals) to the project. The project is in proximity to operating and care and maintenance gold processing Plants. Figure 5 – Van Uden Gold Project location plan 11 TG Metals Ltd Directors' report 30 June 2025 The project came with an extensive drilling database, past gold mining in the early 1990’s and late 1990’s to 2001, mineralised stockpiles from that past mining and constructed haul roads joining the main public access sealed road. Since acquisition the Company has updated the mineral resource estimate (MRE) to JORC 2012 compliance, resulting in Inferred and Indicated, 6.35 Mt @ 1.1 g/t Au for 227,140 oz. A summary table is included in Table 1. Table 1: MRE – Van Uden Gold Deposit The Mineral Resources statement conforms to the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code) 2012 Edition. All tonnages are dry metric tonnes. It has been reported at a cut-off grade of 0.35 g/t Au by area within a A$5,000/oz Au optimised pit shell based on mining parameters and operating costs typical for Australian open pit extraction deposits of a similar scale and geology. Minor discrepancies may occur due to rounding of appropriate significant figures. The resources comply with the Reasonable Prospects for Eventual Economic Extraction (RPEEE), a key principle in mineral resource reporting that requires the qualified person to demonstrate that a mineral deposit has the potential to be economically extracted in the future. The mineralised stockpiles are not included in the MRE. Subsequent to the end of the period the stockpiles were drilled and assayed with results reported on the 30 July 2025 and 21 August 2025. Figure 6 below shows an aerial view of the historical Tasman open pit and two stockpiles nearby. Figure 6 – Tasman Stockpiles and location proximity to Tasman Pit 12 TG Metals Ltd Directors' report 30 June 2025 Subsequent to the end of the period the Company obtained statutory approvals to transport the stockpiles offsite and the Company is in discussions with the operators of third party treatment facilities for processing of these stockpiles. The Company also identified opportunities for low strip ratio, at or near surface material within the currently defined resource at the historic laterite pit and at the bottom of the historic Tasman pit. All these readily accessible sources provides the Company with flexibility for provision of a toll milling parcel. In addition, subsequent to the end of the period, the Company defined new targets on the Van Uden Shear via an expansive soil sampling assay program (ASX announcement 9 September 2025). The strike length of the Van Uden gold in soil anomaly now spans 6.5Km which is an additional 4Km on the previous anomaly which defines the Van Uden gold deposit. Figure 7 below shows the new anomaly and targets suitable for drilling. Figure 7 – Van Uden Soil Sampling Results and Anomalies 13 TG Metals Ltd Directors' report 30 June 2025 Business Development During the period the Company acquired the Van Uden Gold Project as detailed in the Review of Operations. In addition, the Company applied for two (2) exploration licences E77/3272 and E77/3285 with E77/3272 subsequently being granted. At the Lake Johnston Project a tenement rationalisation plan commenced with the withdrawal of noncore exploration licence applications E63/2315, E63/2433, E63/2488 and E63/2491. The Company applied for tenement E63/2523 which lies adjacent to the Jaegermeister prospect. Material Business Risk The Company makes every effort to identify material risks and to manage these effectively. This section does not attempt to provide an exhaustive list of risks faced by the Company or by investors in the Company, nor are they in order of significance. Actual events may be different to those described. The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Board can effectively manage them is limited. a) Tenure and Access Risk Applications While the Company does not anticipate there to be any issues with the grant of its Tenement applications, there can be no assurance that the applications (or any future applications) will be granted. While the Company considers the risk to be low, there can also be no assurance that when the relevant tenements are granted, they will be granted in their entirety. Some of the tenement areas applied for may be excluded. Renewal Mining and exploration tenements are subject to periodic renewal. The renewal of the term of granted tenements is subject to the discretion of the relevant authority. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements. 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. Access A number of the tenements overlap certain third party interests that may limit the Company’s ability to conduct exploration and mining activities, including Crown Reserves, areas on which native title is yet to be determined and other forms of tenure for access roads, pipelines and similar third party interests. Where the Project overlaps other tenure land, exploration and mining activity on the Project may require authorisation or consent from the owners of that land. The Company is not required to enter into land access agreements to undertake its proposed exploration program on the Tenements. However, the Company intends to carry out heritage clearance surveys before implementing its proposed ground disturbing exploration programs. The Company’s current proposed exploration programs are not impacted by the known sites of registered aboriginal heritage significance. The Group manages tenure and access risk by maintaining strict compliance with all legislative and regulatory requirements attached to its licences, actively monitoring renewal deadlines, and ensuring all statutory reporting and expenditure obligations are met. Due diligence is undertaken on new acquisitions to confirm title security. The Group also engages proactively with landholders, traditional owners, regulators and communities to establish and maintain access agreements and foster constructive relationships. Specialist legal, native title and land access advice is sought where necessary. b) Exploration Risk Potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of the Project, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. 14 TG Metals Ltd Directors' report 30 June 2025 The success of the Group will also depend upon the Group having access to sufficient development capital, being able to maintain title to its projects and obtaining all required approvals for its activities. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the Tenements, a reduction in the cash reserves of the Group and possible relinquishment of its projects. The Group manages this risk by applying structured exploration programs, relying on experienced geological teams, utilising modern technology, and progressively advancing projects only when results support further investment. c) Climate Change The operations and activities of the Company are subject to changes to local or international compliance regulations related to climate change mitigation efforts, specific taxation or penalties for carbon emissions or environmental damage and other possible restraints on industry that may further impact the Company. While the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences. Climate change may also cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns, incidence of extreme weather events and longerterm physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates. The Group manages these risks through climate scenario assessments, investment in energy-efficient technologies, compliance with emissions and reporting requirements, and incorporating sustainability considerations into project planning. d) Reliance on Key Personnel The Group’s future depends, in part, on its ability to attract and retain key personnel. It may not be able to hire and retain such personnel at compensation levels consistent with its existing compensation and salary structure. Its future also depends on the continued contributions of its key management and technical personnel, the loss of whose services would be difficult to replace. In addition, the inability to continue to attract appropriately qualified personnel could have a material adverse effect on the Company’s business. Retention strategies include competitive remuneration structures, equity incentive programs and fostering a positive workplace culture to attract and retain skilled employees. e) Environmental The operations and proposed activities of the Company are subject to Australian laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all applicable environmental laws. The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive. Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities. To manage these risks, the Group engages with regulators and communities, and makes appropriate provisions for rehabilitation and closure obligations. f) Native Title The Native Title Act recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people in land and waters, according to their traditional laws and customs. There is significant uncertainty associated with Native Title in Australia and this may impact on the Company's operations and future plans. 15 TG Metals Ltd Directors' report 30 June 2025 The Group is required to enter into standard regional heritage agreements or negotiated alternative aboriginal heritage agreements for the Grant of its Tenement applications and to undertake its proposed exploration program on the Tenements. The Group’s current proposed exploration programs are not impacted by the known sites of registered aboriginal heritage significance. The Group manages this risk through early engagement with Traditional Owner groups, negotiation of access and heritage agreements, and compliance with applicable legislation and cultural heritage requirements. g) Economic General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company, as well as on its ability to fund its operations. To mitigate these risks, the Group undertakes prudent financial management and maintains a conservative capital structure. h) Additional Requirements for Capital The Group’s capital requirements depend on numerous factors. The Group may require further financing in addition to amounts currently on its balance sheet. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Group is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations. There is however no guarantee that the Group will be able to secure any additional funding or be able to secure funding on terms favourable to the Group. The Group manages this risk by maintaining strong relationships with shareholders, investors and brokers, actively monitoring capital markets, and pursuing a range of funding options to ensure flexibility in its capital structure. i) Cyber Security Risk The Group relies on information technology systems for its operational, financial and communication processes. These systems are subject to the risk of cyber-attack, data breaches, unauthorised access, system failure or theft of commercially sensitive information. Such events could disrupt operations, compromise confidential data, regulatory implications, or result in financial loss and reputational damage. The Group manages the cyber security risk by maintaining robust IT security protocols including multi-factor authentication, ongoing awareness training for staff and phishing testing, continuous upgrading of software and hardware to remove security risks, engaging third parties to conduct penetration testing. Significant Changes in the State of Affairs On 1 November 2024, an announcement was made for the cessation of 500,000 options expiring 31 October 2024. TG Gold Pty Ltd was incorporated on 11 November 2024, which forms the consolidated group. On 30 April 2025, an announcement was released for the completion of the acquisition of 80% of the Van Uden Gold Project. On 26 May 2025, an announcement was made for the cessation of 7,809,495 options expiring 24 May 2025. There were no other significant changes in the state of affairs of the Group during the financial year. 16 TG Metals Ltd Directors' report 30 June 2025 Events Subsequent to Reporting Date The Company released the following market sensitive ASX Announcements since 30 June 2025. Date Details 3 July 2025 1,703,332 Shares issued on conversion of Class C Performance Rights with performance milestone satisfied. The Company announced a placement for the issue of 20,000,000 Shares at $0.13 per share raising $2,600,000 (before costs). 3,000,000 Options are to be issued to the Lead Manager (subject to shareholder approval). The deferred cash payment of $500,000 held in an escrow account in relation to the acquisition of Van Uden Project was released upon completion of the placement on 4 August 2025. The Company issued 6,029,694 Performance Rights to its Chief Executive Officer and employees under the Company's employee Securities Incentive Plan. The Company announced a placement for the issue of 18,181,819 fully paid Ordinary Shares at $0.22 to raise $4 million (before costs). The placement is subject to shareholder approval at a meeting to be held in late October 2025. 4 August 2025 12 August 2025 19 September 2025 22 September 2025 No other matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. Likely Developments and Expected Results of Operations Likely developments, future prospects and business strategies of the operations of the Company and the expected results of those operations have not been included in this report as the Directors believe that the inclusion of such information would be likely to result in unreasonable prejudice to the Company. Dividends Paid or Recommended No dividends were paid during the financial year (2024: nil) and no recommendation is made as to payments of future dividends. Meetings of Directors During the financial year, nine meetings of Directors were held. Attendances by each director were as follows: Number eligible Number to attend attended Richard Bevan 9 9 Brett Smith Gloria Zhang 9 9 9 9 Remuneration Report (Audited) This report outlines the remuneration arrangements in place for the key management personnel of TG Metals Limited (the “Company”) for the financial year ended 30 June 2025. The information provided in this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001. The remuneration report details the remuneration arrangements for key management personnel (“KMP”) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly. The board policy is to remunerate Non-Executive Directors at a level which provides the Company with the ability to attract and retain directors with the experience and qualification appropriate to the development strategy of the Company. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at a General Meeting. The current maximum amount of remuneration that may be paid to all NonExecutive Directors has been set at $500,000 per annum as per the Company’s Constitution. The remuneration of Directors is reviewed annually by the Company. 17 TG Metals Ltd Directors' report 30 June 2025 Non-Executive Director fees are not linked to the performance of the Company. However, to align Directors' interests with shareholder interests, the Directors are encouraged to hold shares in the Company. Elements of remuneration Short-term incentives The board has a discretionary short-term incentive (STI) policy for executives. Awards under the STI program are not contractual entitlements. Each year the board reviews organisational and individual performance and, at it's discretion, determines whether STI will be awarded, how much will it be and whether it will be paid in cash, shares or both. No STI amounts have been awarded to executives during the year. Long-term incentives The board’s policy is to offer long-term incentive (LTI) arrangements to executives where appropriate. The terms, performance conditions and vesting periods of LTIs are determined and approved by the board and are subject to periodic review to ensure continued alignment with the company’s strategic objectives. The performance milestones for the performance rights granted to the executive are as below: Class A Class B Class C The 20-day VWAP of shares, calculated over consecutive days in which the shares have traded of the shares being equal to or greater than $0.40 The 20-day VWAP of shares, calculated over consecutive days in which the shares have traded of the shares being equal to or greater than $0.60 The 20-day VWAP of shares, calculated over consecutive days in which the shares have traded of the shar