Announcement PDF Annual Financial Report for the financial year ended 30 June 2024 1 Table of Contents Directors’ Report 3 Corporate Governance Statement 11 Auditor’s Independence Declaration 12 Consolidated Statement of Profit or Loss and Other Comprehensive Income 13 Consolidated Statement of Financial Position 14 Consolidated Statement of Changes in Equity 15 Consolidated Statement of Cash Flows 16 Notes to the Consolidated Financial Statements 17 Directors’ Declaration 36 Auditor’s Report 37 ASX Additional Information 41 ABN Address Telephone Email Website 84 119 904 880 Level 6, 412 Collins Street Melbourne VIC 3000 +61 3 9642 0655 info@dartmining.com.au www.dartmining.com.au 2 Directors’ Report Operating and Financial Review The twelve months to June 2024 were operationally productive as we got into full swing drilling at the 100% owned Rushworth Gold project. Our focus towards gold occurred in the wake of the steep decline in prices for Lithium during 2023. Lithium Concentrate prices fell a whopping 83% over the twelve months to November 2023. We cannot recall a steeper decline in a commodity price over a twelve-month period in history. The decline has had a profound and lasting impact on Lithium producers, developers, explorers, and investors. People suggest that it was a very “over-owned” trade and that many investors took a bath on their investments. Like most things, the declines could not be pinned on one issue but more a confluence of factors including heavy leveraged bets on the physical commodity by traders, hoarding of Lithium battery inventories, signs of a softening EV markets, delays in rolling out Government Green initiatives and so on. The one thing is clear and that is that you cannot rely too heavily on one strategy or exposure alone. Dart’s Dorchap Lithium project is drill-ready with planned holes and permit applications lodged. If the Lithium price recovers substantially, we will drill, but if prices and sentiment towards Lithium remains subdued the project will remain on hold until conditions improve. We believe that the key to success for Dart is to be singularly focused, and at present that focus is trained on Gold exploration. Financial Markets Financial Markets have been very difficult for explorers and miners across the board. The ASX Banks index outperformed ASX Resources by an almost record breaking 40% for the financial year. That is a big gap in anyone’s language and the probability is now that Resources will have a much better FY 2025. With all the M&A activity, recapitalisations and asset write downs we are approaching a point where history tells us that an imminent pickup in Resources valuations and higher prices is imminent. Commodity Markets Comment Gold (Au) Gold has performed very well in both US$ and A$ over the last 12 months. We expect that it will continue as record debt levels continue expanding. Geopolitics and talk of an alternative payments system to SWIFT is muted by BRIC’s countries. Lithium (Li) Lithium prices remain subdued and an overhang of sentiment from potential production capacity increases will see prices possibly mildly higher over the coming 12 months. Base Metals (Cu, Zn, Pb, Mo, W) The Base Metals complex looks very constructive except for Nickel. Copper is the stand-out but other metals including Zinc and Aluminium are very constructive from the supply side fundamentals. Financial overview Operating results for the year The loss for the consolidated entity after income tax was $1,757,033 (2023: loss $912,409). This result is consistent with expectations of costs associated with the exploration and development programs budgeted and undertaken that reflect the costs associated with managing the exploration program and corporate overheads associated with statutory and regulatory requirements as a consequence of being listed on the Australian Securities Exchange. The Group’s activities are subject to a number of risks which may impact future financial performance. In order to fund the future growth of the Group’s business it will be necessary for the Board to consider potential capital raising needs thereby creating a funding risk. Mineral exploration is a high-risk business with no guarantee of success. There is no assurance that exploration on any of the exploration tenements, or on any mining tenements that may be acquired in the future, will result in the discovery of a mineral deposit or economically mineable reserves. In the event of a discovery, development of a mine may not prove to be economically viable due to factors outside the Company’s control. There is no guarantee of exploration success and no guarantee of a profitable development of any discovery. Any exploitation of a deposit will involve the need to obtain the necessary licences or clearances from relevant authorities, and renewals of licences and permits, which may require conditions to be satisfied and/or the exercise of discretions by such authorities. It may or may not be possible for such conditions to be satisfied. Exploration and development may be hampered by mining, heritage and environmental legislation, industrial disputes, cost overruns, land claims and compensation and other unforeseen contingencies. Exploration licences are granted subject to various conditions including, but not limited to, expenditure conditions. Failure to comply with these conditions may expose the licences to forfeiture. All the licences in which the Company has an interest will be subject to application for renewal from time to time. Renewals are subject to the discretion of the Minister and may include additional or varied work and expenditure commitments and, compulsory relinquishment of areas presently comprising the Company’s tenements. The imposition of new conditions or the inability to meet those conditions may adversely affect the Company’s business and its financial performance and condition. If a licence is not renewed for any reason, the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on that licence. As the Company’s potential earnings may be derived from the sale of base metals and gold, these earnings will be closely related to the prices of these commodities. The sale of these commodities may expose the Company to commodity price and exchange risk rates. The international prices of base metals and gold are denominated in United States Dollars, which may expose the Company to adverse currency and commodity price fluctuations. 3 Directors’ Report Information on Directors The names and details of the Company’s Directors in office during the financial year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated. Names, qualifications, experience and special responsibilities James Chirnside Chairman / Managing Director Appointed 18 June 2015 James Chirnside has been professionally engaged in financial and commodity markets over a forty‐year period. Since returning to Australia and establishing his own asset management company in 2002, James has been involved in equities investment across the Asia Pacific region. In 1992 James moved to Hong Kong with Regent Fund Management where he was responsible for resources investment as well as the firm’s proprietary activities in base and precious metals. He worked for Investment Bank County NatWest (London) where he traded financial and commodity physical and derivative instruments. James managed the overnight commodity trading desk for Bell Commodities (Melbourne) where mining clients hedged metal production through the London Metal Exchange. During the early part of his career he worked for global commodity trading house Bunge where he traded in a range of food, fiber, steel and metal commodities. Prior to studying at Edith Cowan University in Perth, Western Australia, James worked for Mt Newman Mining in the Pilbara region as a geologist’s assistant. Other current directorships of listed companies WAM Capital Ltd Cadence Capital Ltd Former directorships of listed companies in the last three years None Richard Udovenya Non-executive Director (independent) Appointed 6 May 2022 Mr Udovenya is the Principal of the law firm ResourcesLaw International which focusses on natural resources projects in Australia and Africa. Richard has around 40 years’ legal experience in Australia and New Zealand, and is a director of, and a legal advisor to, a number of Australian and international companies. Other current directorships of listed companies None. Former directorships of listed companies in last three years None. Dean Turnbull Non-executive Director (independent) Appointed 6 March 2023. Dean Turnbull is a geology graduate from the Bendigo College of Advanced Education and has a Postgraduate Honours degree in geology from the Key Centre for Ore Deposit and Exploration Studies (CODES) at the University of Tasmania. Dean has over 30 years’ experience as an exploration and mine geologist specialising in 3D geological and structural modelling, working on detailed geological exploration models across many of Victoria’s major mining centres. Positions previously held have spanned the spectrum from leading grass roots green fields exploration to multi-rig Resource/Reserve drill outs and resource estimations on large scale underground mining projects. Dean was instrumental in the discovery and subsequent exploration of the Unicorn Porphyry Mo – Cu – Ag project and was the first to recognise and explore the lithium potential of the Dorchap LCT dyke swarm. Dean is a member of Australian Institute of Geoscientists. Other current directorships of listed companies None. Former directorships of listed companies in the last three years None. Julie Edwards Company Secretary Appointed 1 July 2015 Julie Edwards was appointed as the Chief Financial Officer of Dart on 8 July 2015. She has had over 30 years’ experience and involvement in the management of accounting and finance functions. She holds a Bachelor of Commerce degree, is a member of CPA Australia, holds a CPA Public Practice Certificate and is a registered Tax Agent. 4 Directors’ Report Shareholdings of directors and other key management personnel The interests of each director and other key management personnel, directly and indirectly, in the shares and options of Dart Mining NL at the date of this report are as follows: Key management personnel Ordinary shares Options over ordinary shares J Chirnside 2,355,614 12,404,680 D Turnbull 324,446 4,134,893 R Udovenya 229,631 4,134,893 Corporate structure Dart Mining NL is a no liability company limited by shares that is incorporated and domiciled in Australia. Dart Mining NL has prepared a consolidated financial report incorporating Dart Resources Pty Ltd, Mt Unicorn Holdings Pty Ltd and Mt View Holdings Pty Ltd, all of which were controlled by the Company (comprising the Group) during the financial year and are included in the financial statements. Principal activities The company continues to pursue its minerals exploration activities in Lithium Li-Cs-Ta pegmatites, orogenic gold, and base metal porphyry targets. Dividend No dividends in respect of the current financial year have been paid, declared or recommended for payment. Summary of shares, options and performance rights on issue At 30 June 2024, the Group has 258,432,872 ordinary shares and 38,216,877 unlisted options on issue. Details of the options are as follows: Number of shares under option Class of shares 800,000 6,666,623 Exercise price (cents) Expiry date Ordinary 13 21 July 2025 Ordinary 18 31 August 2025 1,100,000 Ordinary 13 31 December 2025 750,000 Ordinary 13 11 January 2026 20,674,466 Ordinary 6 18 December 2028 8,225,788 Ordinary 6 30 November 2028 Significant changes in state of affairs There were no significant changes in the state of affairs of the Group during the financial year. Significant events after balance date On 27 August 2024 the Company announced it had entered into a Sale and Purchase Agreement for the acquisition of the Triumph Gold Project, from Sunshine Metals Limited for a total consideration of $2 million being $1 million in cash and $1 million in Dart Mining shares. On the same date the Company announce that it has raised A$775,299 (before costs) and received firm commitments for a further $1 million (approx..), from professional and sophisticated investors. The $1 million committed is subject to shareholder approval. Total issue is for 148,583,502 shares at an issue price of $0.012 per Share. In addition the company will seek shareholder approval to issue one free attaching unlisted option for every two shares issued pursuant to the placements, exercisable at 2 cents each with an expiry date of 12 months from the date of issue. The Company will also seek shareholder approval to issue up to 25 million options to brokers in connection with the placements, the options will be exercisable at 2 cents each with an expiry date of 24 months from the date of issue. No other matters or circumstances have arisen since the end of the financial year that have significantly affected or may have a significant effect on the financial operations of the Group, the financial performance of those operations or the financial position of the Group in the subsequent financial year. Future developments, prospects and business strategies The company will continue to advance exploration activities in its three nominated strategies those being; Lithium, Orogenic Gold, and Porphyries. Field work emphasis will be in Gold exploration in the near term but the company has scheduled additional exploration and development activities for other metals over the coming months. As the Group is listed on the Australian Securities Exchange, it is subject to the continuous disclosure requirements of the ASX Listing Rules which require immediate disclosure to the market of information that is likely to have a material effect on the price or value of Dart Mining NL’s securities. The Board of Directors believe they have been compliant with the continuous disclosure requirements throughout the reporting period and to the date of this report. 5 Directors’ Report Environmental regulation The economic entity holds participating interests in a number of exploration tenements. The various authorities granting such tenements require the tenement holder to comply with the terms of the grant of the tenement and all directions given to it under those terms of the tenement. There have been no known breaches of the tenement conditions and no such breaches have been notified by any government agencies during either the year ended 30 June 2024 or at the date of this report. Directors Meetings The number of Directors meetings held during the year and the numbers of meetings attended by each Director and Committee member were as follows: Board of Directors Directors Held Entitled to attend Audit and Risk Committee Attended Held Entitled to attend Attended J Chirnside 15 15 15 1 1 1 R Udovenya 15 15 15 1 1 1 D Turnbull 15 15 15 1 1 1 There were no meetings held by the remuneration and nomination committee. Indemnification and insurance of directors and officers The Company has entered into Deeds of Indemnity with the Directors and Officers of the Company, indemnifying them against certain liabilities and costs to the extent permitted by law. The Company has also agreed to pay a premium in respect of a contract insuring the directors and officers of the Company. Full details of the cover and premium are not disclosed as the insurance policy prohibits the disclosure. Proceedings on behalf of the Company No persons have applied for leave of a Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year. Non-audit services The directors are satisfied that the provision of non-audit services during the year by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standards of independence for auditors imposed by the Corporations Act 2001. Extension of Auditor’s Eligibility Term After completion of the financial year end 30 June 2024 audit, Mr. Adrian Fong (Audit Director – Morrows Audit Pty Ltd, the Auditor) has served for a period of five (5) years as a Key Audit Partner in the audit of the financial statements of Dart Mining NL. In accordance with: i) s324DAA, the Directors had resolved to grant an approval for Mr Fong to play a significant role in the audit of the Company for a further two (2) successive years in addition to the five (5) successive financial years mentioned in subsection 324DA (1). ii) s324DAB (1), the Directors noted that the approval was granted with a recommendation provided by the audit committee. The audit committee was satisfied that the approval (in accordance with s324DAA):  is consistent with maintaining the quality of the audit provided to the Company.  would not give rise to a conflict-of-interest situation (as defined in section 324CD). iii) s324DAC, the Directors, within 14 days of granting the approval, had:  lodged a copy of the resolution granting the approval with ASIC; and  given a copy of the resolution to Mr Fong and Morrows Audit Pty Ltd. Auditor independence declaration The auditor’s independence declaration for the year ended 30 June 2024 has been received and is included in this report. 6 Directors’ Report Remuneration Report – Audited This remuneration report, which forms part of the Directors’ report, sets out information about the remuneration of the Group’s directors and other key management personnel for the financial year ended 30 June 2024. The prescribed details for each person covered by this report are detailed below. Details of Directors and other Key Management Personnel Directors and other key management personnel of the Group during and since the end of the financial year are as follows: Directors J Chirnside (appointed 18 June 2015) R Udovenya (appointed 6 May 2022) D Turnbull (appointed 6 March 2023) Remuneration philosophy The Board of Directors of Dart Mining NL is responsible for determining and reviewing compensation arrangements for the Directors, the Managing Director and other key management personnel after consideration is given to the recommendations of the Company’s Remuneration and Nomination Committee. The Remuneration and Nomination Committee’s policy is to ensure that a remuneration package properly reflects the person’s duties and responsibilities, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. The Board of the Company reviews and adopts or amend the recommendations of the Remuneration and Nomination Committee as proposed. The officers of the Company are given the opportunity to receive their base emolument in a variety of forms, including cash, fringe benefits such as motor vehicles and incentive rights. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost to the Group. To assist in achieving these objectives, the Board’s objective is to link the nature and amount of Directors and other key management personnel emoluments to the Company’s financial and operational performance. It is the Board’s policy that employment contracts are entered into with all senior executives. At the date of this report, executive remuneration is set at levels approved by the Board. Remuneration, Group performance and shareholder wealth The development of remuneration policies and structure are considered in relation to the effect on Group performance and shareholder wealth. They are designed by the Board to align Director and Executive behaviour with improving Group performance and ultimately shareholder wealth. The performance of the consolidated entity for five years to 30 June 2024 are summarised below: Year Ended 30 June 2024 2023 2022 Loss attributable to owners of the company (1,757,033) (912,408) (454,941) The factors that are considered to affect total shareholders return (“TSR”) are summarised below: Year Ended 30 June 2024 2023 Share’s Price in cents 0.02 0.041 Dividends Declared Nil Nil EPS in cents (0.8) (0.6) 2022 0.05 Nil (0.4) 2021 (790,839) 2020 (552,450) 2021 0.14 Nil (0.9) 2020 0.11 Nil (1) Non-executive director remuneration Objective The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre at a cost that is acceptable to shareholders Structure The Constitution and the ASX Listing Rules specify that the aggregate remuneration of Non-executive Directors shall be determined from time to time by a general meeting of the Company’s shareholders. An amount not exceeding the sum determined is then divided between the directors as agreed whilst maintaining a surplus amount that can be attributed to additional Non-executive Directors should they be appointed at any time. The latest determination was sought and granted at the Company’s AGM on 2 October 2012 whereby shareholders approved an aggregate remuneration of $475,000 per year. The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers advice from external consultants as well as the fees paid to Non-executive Directors of comparable companies when undertaking the annual review process. Each Non-executive Director receives a fee for being a Director of the Group. Directors who are called upon to perform extra services beyond the Director’s ordinary duties or who are members of Board Committees may be paid additional fees for those services. The remuneration of Non-executive Directors for the financial year ended 30 June 2024 is detailed in this report. The Board has implemented these guaranteed levels of remuneration which are not dependent on performance in order to ensure the Group’s ability to retain quality personnel. Employment Agreements are entered into with Executive Directors and specified executives. Remuneration structure In accordance with best practice corporate governance, the structure of non-executive and executive director remuneration is separate and distinct. 7 Directors’ Report Senior executive remuneration Objective The Board aims to reward Executives with a level and mix of remuneration commensurate with their position and responsibilities within the Company and so as to: • reward Executives for Company, business unit and individual performance against targets set by reference to appropriate benchmarks; • align the interests of Executives with those of shareholders; • link reward with the strategic goals and performance of the Company; and • ensure total remuneration is competitive by market standards. Structure In determining the level and make-up of executive remuneration, the Board obtained independent advice from external consultants on market levels of remuneration for comparable executive roles. It is the Board’s policy that employment contracts are entered into with all senior executives. Service contracts Service contracts were entered into with Executive Directors and Specified Executives. Managing Director The terms of an employment agreement with the MD, James Chirnside, issued on 19 June 2015 include inter alia: • A fixed remuneration package of $220,000 plus superannuation per annum, and director’s fees of $35,000 plus Superannuation whilst engaged as a director of Dart Mining NL. Other Key Management Personnel All other KMP have rolling contracts with standard termination provisions as follows: Notice period Payment in lieu of notice Treatment of STI on termination Resignation 1 - 3 months 1 - 3 months Unvested awards forfeited Termination for cause 1 month 1 month Unvested awards forfeited. Claw back of deferred STI payments at the Board’s discretion Termination in cases of disablement, redundancy or notice without cause 3 months 3 months Claw back of deferred STI payments at the Board’s discretion Remuneration Summary Short term benefits Salaries, fees and leave Cash bonus Post-employment benefits Total Share- Termination based payments payments Non- Superannuation monetary benefits Percentage of share-based payments Options/ Incentive rights1 $ $ $ 272,917 00 - - Richard Udovenya 35,000 - - 3,850 1,944 - 40,794 4.77% Dean Turnbull 37,917 .71 345,834 - - 4,171 28,944 - 71,032 40.75% - - 38,042 (315,781) - 68,095 - 2024 Executive Directors James Chirnside Non-executive Directors 1. $ 30,021 $ $ (346,669) - $ (43,731) % - Director incentive options from the financial year ending 30 June 2024 were cancelled by agreement during the current year for Mr Chirnside of $433,502 and Mr Udovenya of $27,000. In place of the cancelled options, new options were granted during the current financial year for Mr Chirnside of $86,8533 and Mr Udovenya of $28,944. 8 Directors’ Report Short term benefits Salaries, fees and leave Non- Superannuation monetary benefits $ $ $ 240,000 - - 2023 Executive Directors James Chirnside Cash bonus Share- Termination based payments payments Post-employment benefits Total Percentage of share-based payments Options/ Incentive rights $ $ $ 25,200 209,567 - $ % 474,767 44% Non-executive Directors Richard Udovenya 33,333 - - 3,500 27,000 - 63,833 42% Dean Turnbull 8,186 - - 860 - - 9,045 0% Carl Swensson 1 25,147 - - 2,640 18,600 - 46,388 40% 306,666 - - 32,200 255,167 - 594,033 36% 1. Carl Swensson resigned on 6 March 2023 Director options At the end of the financial year the following share-based payment arrangements for directors were in existence: Grantee Number Grant date Expiry date Exercise price (cents) Fair value at grant date (cents) Vesting date J Chirnside 12,404,680 18 Dec 2023 19 Dec 2028 6 0.7 R Udovenya 4,134,893 18 Dec 2023 19 Dec 2028 6 0.7 19 Dec 2023 19 Dec 2023 D Turnbull 4,134,893 18 Dec 2023 18 Dec 2028 6 0.7 19 Dec 2023 These options and incentive rights are not quoted, not transferrable and may be exercised at any time after vesting date. The following table summarises the value of remuneration options and incentive rights granted, exercised or lapsed during the year: Value of incentive rights granted Value of options exercised Value of options cancelled $ $ $ Value of options lapsed at lapse date J Chirnside 86,833 - (433,502) $ - R Udovenya 28,944 - (27,000) - D Turnbull 28,944 - - - 9 Directors’ Declaration This directors’ report is signed in accordance with a resolution of directors made pursuant to s.298(2) of the Corporations Act 2001. _____________________ James Chirnside Chairman Melbourne 29 August 2024 10 Corporate Governance Statement The Board of Directors of Dart Mining NL (the Company) is responsible for establishing the corporate governance framework of the Group having regard to the ASX Corporate Governance Council (CGC) published guidelines as well as its corporate governance principles and recommendations. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. The Company’s corporate governance statement for 2023 is located on the Company’s website at www.dartmining.com.au – about us – Corporate Policy. 11 Consolidated Statement of Profit or Loss and Other Comprehensive Income For the financial year ended 30 June 2024 Consolidated Group Note 2024 2023 $ $ Continuing operations Revenue 4 301,324 457,930 (40,608) (24,145) Consultancy fees (59,584) (114,560) Professional fees (160,785) (201,540) Employee benefits expense (344,182) (239,972) Share based payments (245,487) (358,393) Exploration costs written off (754,281) - Depreciation expense (18,428) (40,895) Office expenses (14,234) (24,818) Cost of sales Finance expenses (16,543) (6,676) Administrative expenses (340,428) (320,728) Travel related expenses (30,066) (38,611) Profit (loss) on sale of assets Expenses (33,731) - (2,058,357) (1,370,339) (912,408) Profit/(loss) before income tax expense 5 (1,757,033) Income tax expense 6 - - (1,757,033) (912,408) Profit/(loss) for the year Other comprehensive income Other comprehensive income for the year Total comprehensive income for the year - - (1,757,033) (912,408) (1,757,033) (912,408) Attributable to: Net profit/(loss) attributable to Members of the parent entity - Non-controlling interests Total comprehensive income (1,757,033) (912,408) Earnings per share From continuing and discontinued operations Basic earnings per share (cents) 9 (1) (0.6) Diluted earnings per share (cents) 9 (1) (0.6) The accompanying notes form part of these financial statements 13 Consolidated Statement of Financial Position As at 30 June 2024 Consolidated 30 June 2024 Note $ 30 June 2023 $ 10 230,894 190,624 1,994,568 ASSETS Current assets Cash and cash equivalents Trade and other receivables 11 3,248 Other assets 15 69,219 67,686 303,361 2,252,878 2,406,471 2,647,056 Total current assets Non-current assets Property, plant and equipment 13 Other non-current assets 15 126,519 126,263 Deferred exploration and evaluation costs 14 18,497,585 17,325,628 Total non-current assets 21,030,575 20,098,947 TOTAL ASSETS 21,333,936 22,351,825 2,081,223 LIABILITIES Current liabilities Trade and othe