Annual report
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Annual Report June 2026 Carnaby Resources Limited
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Corporate directory Directors Peter Bowler (Non-Executive Chairman) Rob Watkins (Managing Director) Greg Barrett (Non-Executive Director) Paul Payne (Non-Executive Director) Company Secretary Steven Bowler Registered Office 78 Churchill Avenue Subiaco, WA 6008 Telephone: +61 8 6500 3236 Email: info@carnabyresources.com.au Share Registry Computershare Investor Services Pty Ltd Level 17, 221 St Georges Terrace Perth, WA 6000 Within Australia: 1300 850 505 Outside Australia: +61 3 9415 4000 Internet: www.computershare.com.au Auditors Grant Thornton Audit Pty Ltd Level 43, 152-158 St Georges Terrace Perth, WA 6000 Telephone: +61 8 9480 2000 Stock Exchange Australian Securities Exchange Ltd ASX Code: CNB ABN 62 610 855 064 Website www.carnabyresources.com.au Front Cover Photograph: Greater Duchess Copper Gold Project, Drilling at Trekelano, Mount Isa Region, Queensland
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Carnaby Resources Limited 2 20 26 Annual Report to Shareholders Con tents Directors’ Report 3 Consolidated Statement of Profit or Loss and Other Comprehensive Income 16 Consolidated Statement of Financial Position 17 Consolidated Statement of Changes in Equity 18 Consolidated Statement of Cash Flows 19 Notes to the Consolidated Financial Statements 20 Consolidated Entity Disclosure Statement 36 Directors’ Declaration 37 Auditor’s Independence Declaration 38 Independent Auditor’s Report 39 ASX Additional Information 42 Schedule of Tenements 44
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Carnaby Resources Limited 3 202 6 Annual Report to Shareholders Directors’ Report 1. Directors’ report The Directors present their report for Carnaby Resources Limited (Carnaby or the Company) and its subsidiaries (the Group) for the year ended 30 June 2026. 2. Directors The names, qualifications and experience of the Company’s Directors in office during the year and as at the date of this repo rt are as follows. Directors were in office for the entire year unless otherwise stated. Name and qualifications Experience and other directorships Peter Bowler Dip Farm Management (Hons) Non-Executive Chairman Appointed 23 April 2019 Other current directorships Nil Previous directorships (last 3 years) Nil Mr Bowler was previously the founding Managing Director of Beadell Resources Limited from 2007 to 2015 and, prior to that, Managing Director of Agincourt Resources Limited from 2003 to 2007. Under his leadership those companies grew to a peak market capitalisation of approximately $800 million and $500 million respectively. Robert Watkins BSc (Hons), MAusIMM Managing Director Appointed 23 April 2019 Other current directorships Nil Previous directorships (last 3 years) Nil Mr Watkins is a geologist with over 20 years exploration experience and a proven track record of exploration success, both in Australia and overseas. H e was previously a founding Executive Director of Beadell Resources Limited and, prior to that, Exploration Manager of Agincourt Resources Limited. Paul Payne B.AppSc Grad Dip Min Ec, Grad Cert (Geostats), FAusIMM Non-Executive Director Appointed 30 June 2016 Other current directorships Nil Previous directorships (last 3 years) Essential Metals Limited (resigned 6 November 2023) Mr Payne is principal of PayneGeo and has over 30 years of experience within the mining industry including over ten years of independent consulting across a range of commodities and jurisdictions ranging from high level reviews to development of exploration strategy and to participation in definitive feasibility studies. Mr Payne’s main area of expertise lies in the assessment and evaluation of mineral projects from due diligence reviews to resource estimation and evaluation. His consulting experience is largely focussed on the provision of advice and assistance to a range of junior to mid-sized exploration and mining companies. This provides exposure to a large range of commodities with a very broad global coverage. In addition to his technical experience, Mr Payne has held a number of corporate roles including Managing Director, Technical Director and Non-Executive Director at ASX listed companies. M r Payne has formal qualifications in geology as well as post -graduate qualifications in geostatistics and mineral economics. Greg Barrett B.Com, CA Non-Executive Director Appointed 12 March 2020 O ther directorships Nil Previous directorships (last 3 years) Nil Mr Barrett has over 30 years’ experience as a corporate and finance professional, primarily within the mining industry. M r Barrett has previously served as the Chief Financial Officer of several ASX-Listed companies with operating gold mines in Australia and abroad. P rior to commencing in commerce, Mr Barrett was employed by KPMG.
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Carnaby Resources Limited 4 202 6 Annual Report to Shareholders 3. Company Secretary Steven Bowler: Appointed 8 May 2023 4. Directors’ meetings During the financial year, in addition to regular Board discussions, the number of formal meetings of directors held during t he year and the number of formal meetings attended by each director was as follows: Director Number of meetings eligible to attend Number of meetings attended Peter Bowler 4 4 Rob Watkins 4 4 Paul Payne 4 4 Greg Barrett 4 4 5. Director interests As at the date of this report, the interests of the directors in securities of Carnaby Resources Limited are as follows: Director Ordinary Shares Options – exercisable at $0.95 each on or before 24-Nov-2026 Options – exercisable at $1.10 each on or before 19-Sep-2027 Peter Bowler 6,483,871 - 300,000 Robert Watkins 6,666,999 400,000 480,000 Greg Barrett 6,328,289 - 300,000 Paul Payne 797,581 - 300,000 6. Principal activities The principal activity of the Company during the financial year was mineral exploration and development. 7. Operating and financial review 7.1 Review of operations During the year ended 30 June 2026, Carnaby Resources Limited continued to advance the Greater Duchess Copper Gold Project in the Mount Isa Inlier, Queensland, with the year dominated by the progression of project studies, resource and reserve definition, and exploration success at Trekelano and Mount Hope. The Company completed the acquisition of the Trekelano mining leases and the remaining 17.5% interest in the Greater Duchess Copper Gold Joint Venture, consolidating ownership across the core development area and giving Carnaby full exposure to the project’s exploration and production potential. A key milestone for the year was the release of the Greater Duchess Pre-Feasibility Study (PFS) in March 2026. The PFS outlined a 12-year life of mine production target of 9.3Mt at 1.9% CuEq, recovering approximately 165,000t CuEq, comprising 147,000t copper and 70,000oz gold 1. The study contemplated an initial six years of open pit mining from Trek 1, Trek 2, Inheritance, Mount Hope Central, Lady Fanny and Burke & Wills, transitioning to underground mining at Mount Hope Central and Nil Desperandum. The PFS delivered strong financial outcomes, including base case post-tax NPV7% of $322 million, an IRR of 281%, an estimated payback period of approximately 13 months and low estimated pre -production capital of $11 million. A maiden Probable Ore Reserve of 8.4Mt at 1.9% CuEq for 164,300t CuEq was also released, representing a major de-risking milestone for the development pathway. The Greater Duchess Mineral Resource Estimate was also updated during and subsequent to the year to 30.8Mt at 1.3% Cu, 0.3g/t Au and 1. 6% CuEq for 482,8 00t CuEq, including a 57 % increase in Indicated Mineral Resources to 17. 6Mt at 1.7% CuEq 2. The August 2026 updated resource includes the high-grade Trek 1 extension discovered late in 2025 and further advanced during 2026, highlighting the potential for future resource growth. The majority of the Greater Duchess resource base comprises transitional and fresh sulphide mineralisation considered amenable to conventional flotation. Exploration at Trekelano delivered several of the Company’s most significant results for the year. At Trek 1, drilling extended the Main Lode breccia well outside the existing Mineral Resource and below the PFS open pit, with high -grade results including 7m at 9.3% CuEq from CBRC001 3, 6m at 7.1% CuEq from CBRC0334, 6m at 5.0% CuEq from CBRC0655 and 25.5m at 2.0% CuEq from 1 ASX release dated 16 March 2026. 2 ASX release dated 27 January 2026 & 24 August 2026. 3 ASX release dated 22 September 2025. 4 ASX release dated 6 October 2025. 5 ASX release dated 12 December 2025.
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Carnaby Resources Limited 5 2026 Annual Report to Shareholders CBDD017W4, including 4m at 9.6% CuEq 6. Subsequent wedge drilling demonstrated continuity of the high -grade breccia over approximately 600m down plunge, including 8.1m at 9.9% CuEq from CBDD017W5 and 4.2m at 8.7% CuEq from CBDD017W7 7. Shallow drilling also confirmed the high-grade Trek 1 Footwall Lode discovery with results including 6m @ 12.6% CuEq from CBRC0528, 19m @ 7.1% CuEq from CBRC085, 16m (TW~12m) @ 2.4% CuEq from CBRC0829 and 38m @ 1.9% CuEq from CBRC08610. The Footwall Lode remains open up dip and down plunge. At Trek 2, drilling continued to demonstrate the potential to grow the Mineral Resource and convert material to higher confidence categories. Results included the strongest Trek 2 drill hit to date, with CBRC063 returning 35m at 2.9% CuEq from 105m, including 18m at 5.0% CuEq from 115m 11. Further infill and extension drilling returned 104m at 1.7% CuEq from CBGT010, including 43m at 3.1% CuEq and 11.2m at 7.4% CuEq 12, supporting the strategic importance of Trekelano as both an initial production source and a continuing resource growth opportunity within the Greater Duchess development plan. At Mount Hope Central, the Company made the Miniboom Lode discovery during the June 2026 quarter. The discovery was made from a vertical RC drill hole primarily targeting a water bore on the edge of the proposed Mount Hope Central Ore Reserve open pit and was confirmed by immediate follow-up drilling. Significant results included MHWB007 returning 232m at 1.3% CuEq from surface, including 65m at 2.9% CuEq from 25m; MHRC295 returning 26m at 3.2% CuEq from 59m; and MHRC298 returning 50m at 2.7% CuEq from 83m, including 31m at 4.0% CuEq from 98m 13. The Miniboom Lode is interpreted to occur within a newly recognised dilational bend in the Boomerang Lode structure and represents a further near -mine growth opportunity at Greater Duchess. Feasibility and development work progressed during the year, including metallurgical test work, geotechnical drilling, open p it optimisation, environmental baseline studies, permitting activities and mining infrastructure planning. The development base case remained centred on a low capital intensity toll treatment pathway under the Company’s binding tolling and offtake arrangements with Glencore 14. However, as a result of the proposed acquisition of the Group by Evolution Mining Limited (Evolution) via a scheme of arrangement 15, which was announced subsequent to the period , Carnaby has deferred finalisation of the Feasibility Study and will only progress critical workstreams, with Evolution expected to complete an updated study following implementation of the Scheme in October / November 2026 . Under the proposed t ransaction, Evolution intends to develop Greater Duchess through the processing of Greater Duchess ore at their mill at Ernest Henry and as such the Glencore tolling and offtake agreements will be terminated. 7.2 Financial performance The Group’s net loss after tax attributable to the shareholders for the year to 30 June 2026 was $9,527,139 (2025 Loss: $7,394,561). The Group’s net assets increased $8,034,916 (2025 increased: $9,517,708). The Group’s cash and other financial assets position as at 30 June 2026 was $10,764,102 (2025: $15,814,318). 7.3 Corporate During the year, Carnaby completed the consolidation of its ownership position across the Greater Duchess asset package. The Company completed the acquisition of a 100% interest in the Trekelano mining leases from Chinova Resources Osborne Pty Ltd, comprising ML90128, ML90125 and ML90183 16. The transaction involved cash consideration of $5.7 million on completion, in addition to the $3.0 million deposit paid on signing the asset sale agreement, and the placement of a $1.3 million environmental bond with Queensland Treasury as part of the registered transfer process. Carnaby also completed the acquisition of the remaining 17.5% interest in the Greater Duchess Copper Gold Joint Venture from Latitude 66 Limited 17. The transaction consolidated Carnaby’s ownership of the former joint venture tenure, with total consideration of $6.0 million comprising $2.0 million in cash and $4.0 million satisfied by the issue of approximately 9.9 million new fully paid ordinary shares at a deemed issue price of A$0.406 per share. In late CY2025, the Company also strengthened its cash position to fund ongoing exploration and project development activities through a $12.5 million placement to the QIC Critical Minerals Fund, via the issue of approximately 37.9 million new fully paid ordinary shares18. 8. Dividends No dividend was paid or declared by the Group during the year and up to the date of this report. 6 ASX release dated 18 December 2025. 7 ASX release dated 25 March 2026. 8 ASX release dated 18 December 2025. 9 ASX release dated 14 May 2026. 10 ASX release dated 21 May 2026. 11 ASX release dated 3 March 2026. 12 ASX release dated 14 May 2026. 13 ASX release dated 2 June 2026 & 9 June 2026. 14 ASX release dated 28 November 2024. 15 ASX release dated 27 July 2026. 16 ASX release dated 28 November 2024 & 19 August 2025. 17 ASX release dated 31 July 2025 & 16 October 2025. 18 ASX releases dated 15 October 2025 and 28 October 2025.
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Carnaby Resources Limited 6 2026 Annual Report to Shareholders 9. Significant changes in the state of affairs There have been no significant changes in the state of affairs of the Group during the financial year, other than as set out in this report. 10. Events subsequent to the reporting date Subsequent to year end, Carnaby entered into a binding Scheme Implementation Deed with Evolution Mining Limited under which Evolution proposes to acquire 100% of the issued shares in Carnaby by way of a scheme of arrangement 19 (the Transaction). Under the proposed Scheme, Carnaby shareholders will receive 0.0682 Evolution shares for each Carnaby share, representing an implied value of A$0.77 per Carnaby share based on Evolution’s closing share price on 24 July 2026. The implied offer price represented a 60.4% premium to Carnaby’s last closing price of A$0.48 per share on 24 July 2026, a 46.2% premium to Carnaby’s 15-day VWAP and a 31.4% premium to Carnaby’s 30-day VWAP prior to announcement, equating to an approximate A$213 million equity value for Carnaby on a fully diluted basis. The proposed transaction provides Carnaby shareholders with an immediate premium, exposure to Evolution’s broader gold and copper portfolio and the opportunity to retain exposure to the future upside of Greater Duchess, while de -risking the project’s development and funding pathway through Evolution’s technical capability, balance sheet strength and M ount Isa regional infrastructure position. The Carnaby Board unanimously recommended that shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the independent expert concluding, and continuing to conclude, that the Scheme is in the best interests of Carnaby shareholders. Each Carnaby Director also confirmed an intention to vote, or cause to be voted, all Carnaby shares in which they have a relevant interest in favour of the Scheme, subject to those same qualifications. Under the Scheme arrangements, Carnaby and Glencore agreed that, if the Scheme proceeds, the existing Glencore tolling and offtake agreements will be terminated in consideration for Carnaby issuing approximately 28.6 million Carnaby shares to Glencore. Those shares are expected to be issued after the Scheme Meeting and before the Scheme record date, meaning they will not carry voting rights at the Scheme Meeting but will be entitled to receive the Scheme consideration. 11. Likely developments The Board will continue to advance exploration and development activities in relation to the Group’s projects in accordance with the budget agreed to as part of the Scheme Implementation Deed with Evolution. 12. Environmental performance and regulations The operations of the Group are presently subject to environmental regulation under the laws of the Commonwealth of Australia. The Board believes that the Group has adequate systems in place for the management of its environmental requirements and is not aware of any breach of those environmental requirements as they apply to the Group. 13. Share options As at the date of this report there were 5,5 20,000 unissued ordinary shares under options. The details of the options are as follows: These options do not entitle the holder to participate in any share issue of the Company. Share options lapsed during the period: During and subsequent to the period, the following unlisted options lapsed in accordance with their terms: Lapse Date Number Exercise Price $ Expiry Date 27-Oct-25 700,000 $0.45 27-Oct-25 8-May-26 300,000 $0.73 3-Mar-30 8-Jul-26 75,000 $0.59 15-Dec-29 No share options were exercised during or subsequent to the financial year. 19 ASX release dated 27 July 2026. Number Exercise Price Expiry Date 1,200,000 $0.95 24-Nov-26 2,520,000 $1.10 19-Sep-27 1,500,000 $0.59 15-Dec-29 300,000 $0.70 22-Apr-30 5,520,000
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Carnaby Resources Limited 7 2026 Annual Report to Shareholders 14. Indemnification and insurance of directors and officers The Company has entered into agreements to indemnify all directors and officers of the Company against any liability arising from a claim brought by a third party against the Company. The Company has paid premiums to insure each Director and Officer against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in their capacity as a Director or Officer. Disclosure of the amount of the premium is subject to a confidentiality clause under the insurance policy. 15. Indemnification of the auditor The Company has not provided any insurance or indemnity for the auditor of the Group. 16. Proceedings on behalf of the Company No person has applied for leave of the 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. 17. Non-audit services During the year Grant Thornton, the Company’s auditor, provided no services in addition to their statutory duties in Australi a (2025: nil). 18. Lead auditor’s independence declaration The lead auditor’s independence declaration is set out on page 37 and forms part of the Directors’ Report for the year ended 30 June 2026. 19. Audited remuneration report This report, which forms part of the Directors’ report, outlines the remuneration arrangements in place for the Key Management Personnel (KMP) of Carnaby Resources Limited for the financial year ended 30 June 202 6. KMP are defined as those persons having authority and responsibility for planning, directing, and controlling the major activities of the Group. The information provided in this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001. The KMP include the directors of the Company and other executives, whom during the year have been identified as; Name Position Period in position during the year Non-Executive Directors Mr Peter Bowler Non-Executive Director, Chairman Full Year Mr Paul Payne Non-Executive Director Full Year Mr Greg Barrett Non-Executive Director Full Year Executive Directors Mr Rob Watkins Managing Director Full Year 19.1 Principles of remuneration The Board is responsible for determining and reviewing compensation arrangements for directors and other KMP. Remuneration levels for directors and other KMP are competitively set to attract and retain appropriately qualified and experienced direct ors and executives, reward the achievement of strategic objectives and achieve the broader outcome of creation of value for shareholders. The Board determines remuneration packages using trends in comparative companies with consideration of the role, capability and experience of each individual director or other executives. As part of its Corporate Governance Policies and Procedures, the Board has adopted a formal Remuneration Committee Charter and Remuneration Policy. The Board has elected not to establish a remuneration committee based on the size of the organisation and has instead agreed to meet as necessary and to allocate the appropriate time to issues regarding remuneration at Board meetings. The Company’s current remuneration structures consist of fixed remuneration and offers to participate in the Company’s Employee Incentive Securities Plan. The Company has not offered performance-based cash bonuses to executives but may do so in the future. Non-executive directors are not eligible to be offered any performance-based cash bonuses. In establishing performance measures and benchmarks to ensure incentive plans are appropriately structured to align corporate behaviour with the long -term creation of shareholder wealth, the Board has regard for the stage of development of the Company’s business, share price, operational and business development achievements (including results of exploration activities)
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Carnaby Resources Limited 8 2026 Annual Report to Shareholders that are of future benefit to the Company. In considering the Company’s performance and benefits for shareholder wealth, the Board has had regard to the following indices in respect to the current and previous four financial years: Fixed remuneration Fixed remuneration consists of base remuneration and employer contributions to superannuation funds, which is currently set in accordance with the following table: Additional fees Should a director perform special duties or services outside the scope of the ordinary duties of that director, that director may be paid additional fees as the Board determines. Directors may be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties. Employee Share Option Plan The Group has an established Employee Incentive Securities Plan ( EISP) that entitles eligible employees, including directors, to purchase shares in the Company. Under the plan, the Board may issue options to acquire shares in the future at an exercise price fixed by the Board on grant of options. The vesting of all options is subject to service conditions being met whereby the recipient must meet the eligible employee criteria as defined in the plan, unless determined otherwise by the Board. The vesting of options may be subject to achievement of performance hurdles, as determined by the Board. 19.2 Details of remuneration Director and other KMP remuneration Details of the nature and amount of each element of the remuneration of each director or other KMP of the Group are as follows: 1 In accordance with AASB 2 Share Based Payments, the fair value of share based payments (SBP ) is determined at the date of grant using the Black-Scholes option pricing model. SBP expense is allocated to each period evenly over the period from grant date to vesting date. The value disclosed is the portion of SBP expense recognised as an expense in each reporting period. 2026 2025 2024 2023 2022 Profit/(Loss) per share ($) (0.037) (0.037) ( 0.074) (0.083) (0.064) Net profit/(loss) ($) (9,527,139) (7,394,561) ( 12,086,344) (12,233,779) (8,216,492) Share price at 30 June $0.585 $0.385 $0. 480 $1.050 $0.900 KMP Fixed remuneration Chairman 84,084 Managing Director 376,238 Non-Executive Director 64,680 Super Share based Salary & fees (post payments (short term) employment) (options)1 Total $ $ $ $ 12 months ended 30 June 2026 Directors Peter Bowler 71,925 8,631 - 80,556 Rob Watkins 338,828 30,731 - 369,559 Paul Payne 55,327 6,639 - 61,966 Greg Barrett 55,327 6,639 - 61,966 Total compensation 521,407 52,640 - 574,047
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Carnaby Resources Limited 9 2026 Annual Report to Shareholders 1 In accordance with AASB 2 Share Based Payments, the fair value of share based payments (SBP ) is determined at the date of grant using the Black-Scholes option pricing model. SBP expense is allocated to each period evenly over the period from grant date to vesting date. The value disclosed is the portion of SBP expense recognised as an expense in each reporting period. 19.3 Shareholdings of directors and other KMP The number of shares in the Company held during the financial year by directors and other KMP of the Group, including their related parties, is set out below. Balance at the start of the year Granted during the year as compensation On exercise of share options Other changes during the year Balance at the end of the year Directors Peter Bowler 6,483,871 - - - 6,483,871 Rob Watkins 6,666,999 - - - 6,666,999 Greg Barrett 6,328,289 - - - 6,328,289 Paul Payne 797,581 - - - 797,581 All equity transactions with directors and other KMP, other than those arising from the exercise of EISP options, have been entered into under terms and conditions no more favourable than those the Company would have adopted if dealing at arm’s length. 19.4 Option holdings of directors and other KMP The number of options over ordinary shares in the Company held during the financial year by directors and other KMP of the Group, including their related parties, is set out below. 19.5 Service contracts Executive director The Managing Director, Rob Watkins is employed under an Executive Employment Agreement effective 23 April 2019. Under the agreement Mr Watkins is paid an annual fee of $3 76,238 including superannuation. Mr Watkins also has the opportunity to participate in short term and long-term incentive schemes that the Company may offer in the future. The agreement may be terminated by either party by giving three months’ notice in writing. The Company may elect to make a payment in lieu of notice. Non-executive directors On appointment to the Board, all non -executive directors enter into a service agreement with the Group in the form of a letter of appointment. The letter summarises the Board policies and terms, including compensation, to the relevant director. The aggregate remuneration for all non -executive directors has been set at an amount not to exceed $500,000 per annum. This amount may only be increased with the approval of Shareholders at a general meeting. 19.6 Payments before taking office There were no director appointments made during the year. 19.7 Loans to directors and other KMP There were no loan balances with directors or other KMP during the financial year ended 30 June 2026. Super Share based Salary & fees (post payments (short term) employment) (options)1 Total $ $ $ $ 12 months ended 30 June 2025 Directors Peter Bowler 66,625 7,662 29,769 104,056 Rob Watkins 320,814 30,763 47,631 399,208 Paul Payne 51,250 5,894 29,769 86,913 Greg Barrett 51,250 5,894 29,769 86,913 Total compensation 489,939 50,213 136,938 677,090 Balance at the start of the year Vested during the year Exercised during the year Granted during the year as compensation Lapsed during the year Balance at the end of the year Exercisable Un-exercisable Directors Peter Bowler 300,000 - - - - 300,000 300,000 - Rob Watkins 1,380,000 - - - 500,000 880,000 880,000 - Greg Barrett 300,000 - - - - 300,000 300,000 - Paul Payne 300,000 - - - - 300,000 300,000 -
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Carnaby Resources Limited 10 2026 Annual Report to Shareholders 19.8 Other benefits Directors and other KMP are not entitled to receive any benefits other than as disclosed in this Directors’ Report. 19.9 Voting and comments made at the Company's 2025 Annual General Meeting The Company received 99% "FOR" votes on its remuneration report for the 2025 financial year. No specific feedback was received from shareholders in relation to the Company’s 2025 Remuneration Report at its Annual General Meeting. END OF THE AUDITED REMUNERATION REPORT Signed on behalf of the Board in accordance with a resolution of the directors: Rob Watkins Managing Director Perth, Western Australia 3 September 2026
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Carnaby Resources Limited 11 2026 Annual Report to Shareholders Reserves and Resources Statement The Company’s JORC-compliant Ore Reserves as at 30 June 2026 and Mineral Resources as at 24 August 2026 are as follows: Copper Gold Ore Reserves Greater Duchess Project, Queensland , Australia (CNB 100%) Category Asset Tonnes Grade Contained Metal Cu Au CuEq Cu Au CuEq Mt % g/t % Tonnes Ounces Tonnes Proved Proved Open Pit - - - - - - - Proved Underground - - - - - - - Proved Total - - - - - - - Probable Inheritance 1.2 1.5 0.4 1.8 18,800 15,300 22,800 Trekelano 1 0.5 1.5 0.4 1.9 8,300 7,300 10,200 Trekelano 2 0.3 1.3 0.3 1.5 4,200 2,800 4,900 Mount Hope Central 1.1 1.5 0.2 1.6 15,800 5,500 17,200 Lady Fanny 0.8 1.4 0.2 1.6 11,200 6,100 12,800 Burke & Wills 0.2 2.3 0.2 2.5 5,100 1,800 5,600 Probable Open Pit 4.2 1.5 0.3 1.7 63,300 38,800 73,600 Mount Hope Central Underground 3.6 1.8 0.3 2.0 64,400 36,100 73,900 Nil Desperandum Underground 0.6 2.4 0.4 2.7 14,900 7,200 16,800 Probable Underground 4.2 1.9 0.3 2.1 79,300 43,300 90,700 Probable Total 8.4 1.7 0.3 1.9 142,600 82,100 164,300 Proved & Probable Inheritance 1.2 1.5 0.4 1.8 18,800 15,300 22,800 Trekelano 1 0.5 1.5 0.4 1.9 8,300 7,300 10,200 Trekelano 2 0.3 1.3 0.3 1.5 4,200 2,800 4,900 Mount Hope Central 1.1 1.5 0.2 1.6 15,800 5,500 17,200 Lady Fanny 0.8 1.4 0.2 1.6 11,200 6,100 12,800 Burke & Wills 0.2 2.3 0.2 2.5 5,100 1,800 5,600 Proved and Probable Open Pit 4.2 1.5 0.3 1.7 63,300 38,800 73,600 Mount Hope Central Underground 3.6 1.8 0.3 2.0 64,400 36,100 73,900 Nil Desperandum Underground 0.6 2.4 0.4 2.7 14,900 7,200 16,800 Proved and Probable Underground 4.2 1.9 0.3 2.1 79,300 43,300 90,700 Total 8.4 1.7 0.3 1.9 142,600 82,100 164,300 Table 1 | Greater Duchess Copper Gold Project Ore Reserves Notes: The reported Mineral Resources are inclusive of the Ore Reserves. 1 Ore Reserve Estimate effective as at 16 March 2026. 2 Due to rounding some numbers in this table may not add up. 3 The Ore Reserve for the Greater Duchess open pits has been estimated using cut -off NSRs based on a copper price of A$14,000/t Cu and gold price of A$3,500/oz Au. 4 The Ore Reserve for the Greater Duchess undergrounds has been estimated using cut -off NSRs based on a copper price of A$15,000/t Cu and gold price of A$4,500/oz Au. 5 The Ore Reserve for the Trekelano open pits has been estimated using cut-off NSRs based on a copper price of A$15,000/t Cu; and gold price of A$4,500/oz Au. 6 All Inferred Mineral Resources within the mine plan have been treated as waste and are excluded from the Ore Reserve Estimate. 7 Ore Reserves are reported as dry tonnes. The Ore Reserves are defined as the ore delivered to the processing plant. 8 The Ore Reserve is based on the Mineral Resource as at 16 March 2026. 9 Refer to the Metal Equivalents disclosure on page 14 for CuEq calculations.
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Carnaby Resources Limited 12 2026 Annual Report to Shareholders Copper Gold Mineral Resources Greater Duchess Project, Queensland , Australia (CNB 10 0%) Greater Duchess Mineral Resource Class Tonnes Cu Au CuEq Cu Au CuEq Mt % g/t % Tonnes Ounces Tonnes Trekelano Indicated 4.0 1.4 0.4 1.8 57,900 48,900 70,800 Inferred 3.1 1.6 0.4 2.0 49,800 43,100 61,200 Sub-total 7.1 1.5 0.4 1.8 107,700 92,000 132,000 Mount Hope Indicated 8.5 1.6 0.3 1.9 138,900 74,500 158,600 Inferred 2.8 1.2 0.2 1.3 32,600 16,600 36,900 Sub-total 11.2 1.5 0.3 1.7 171,500 91,100 195,600 Nil Desperandum Indicated 3.2 1.2 0.2 1.4 38,700 20,600 44,100 Inferred 1.1 1.4 0.4 1.7 15,900 12,800 19,200 Sub-total 4.3 1.3 0.2 1.5 54,500 33,400 63,400 Lady Fanny Indicated 1.9 1.4 0.2 1.6 26,500 12,800 29,900 Inferred 1.3 1.1 0.2 1.3 14,400 9,900 17,000 Sub-total 3.2 1.3 0.2 1.5 40,900 22,800 47,000 Mount Birnie Indicated - - - - - - - Inferred 0.4 1.4 0.2 1.5 6,300 2,300 6,800 Sub-total 0.4 1.4 0.2 1.5 6,300 2,300 6,800 Duchess Indicated - - - - - - - Inferred 3.7 0.7 0.1 0.8 26,300 11,300 28,800 Sub-total 3.7 0.7 0.1 0.8 26,300 11,300 28,800 Mohawk Indicated - - - - - - - Inferred 0.8 0.9 0.2 1.1 7,800 5,900 9,300 Sub-total 0.8 0.9 0.2 1.1 7,800 5,900 9,300 Greater Duchess Total Inventory Indicated 17.6 1.5 0.3 1.7 262,000 156,800 303,500 Inferred 13.2 1.2 0.2 1.4 153,000 101,900 179,300 Total 30.8 1.3 0.3 1.6 415,000 258,700 482,800 Table 2 | Greater Duchess Copper Gold Project Mineral Resource Estimate 0.5% CuEq1 Cut-off for Pit Potential, 1.0% CuEq1 for Underground Potential Note: Rounding discrepancies may occur. 1 Refer to the Metal Equivalents disclosure on page 14 for CuEq calculations. 2 98% of the combined Mount Hope Central and North deposits occur on ML90240, 100% owned by Carnaby Resources Ltd. The Inferred mineral resource includes 0.2Mt @ 0.9% Cu and 0.1g/t Au for 1.0% CuEq occurring outside ML90240 and within EPM26777 that is under Joint Venture with Hammer Metals Limited (ASX: HMX) and where Carnaby holds 51% of the deposit with a right to earn up to 70%. 3 The South Hope deposit Inferred Mineral Resource of 0.3Mt @ 1.7% Cu, 0.3g/t Au, 2.0% CuEq for 5,600 CuEq tonnes occurs outside of ML90240 on EPM26777 which is under a Joint Venture with Hammer Metals Limited (ASX: HMX) where Carnaby holds 51% of the deposit with a right to e arn up to 70%. Changes since 30 June 2025 The Group announced its maiden Ore Reserve during the period as part of the release of the Greater Duchess Pre-Feasibility Study on 16 March 2026. There were also significant changes to the Group’s Mineral Resources Inventory during the period due to the completion of the Trekelano Mining Leases acquisition (see ASX release 19 August 2025) and the release of a Greater Duchess Mineral Resource update (see ASX release 27 January 2026) . Subsequent to the period the Group announced a further update the Trekelano Mineral Resource which incorporated recently released drill results. The following table s demonstrate the changes in Ore Reserves from 30 June 2025 to 30 June 2026 and Mineral Resources from 30 June 2025 to 30 June 2026 and from 30 June 2026 to 24 August 2026: Table 3 | Changes in Ore Reserves Tonnes (Mt) Cu % Au (g/t) Cu Tonnes Au Ounces Tonnes (Mt) Cu % Au (g/t) Cu Tonnes Au Ounces Tonnes (Mt) Cu % Au (g/t) Cu Tonnes Au Ounces Ore Reserves: 30 June 2025 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Ore Reserves: 30 June 2026 0.0 0.0 0.0 0.0 0.0 8.4 1.7 0.3 142,600 82,100 8.4 1.7 0.3 142,600 82,100 Change -% -% -% -% -% -% -% -% -% -% -% -% -% -% -% Total Greater Duchess Proven Probable
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Carnaby Resources Limited 13 2026 Annual Report to Shareholders Table 4 | Changes in Mineral Resources Annual Review Greater Duchess Project, Queensland Australia (CNB 100%) Other than as disclosed above, the annual review of the Group’s Greater Duchess Ore Reserves and Mineral Resources has concluded that in the absence of any further exploration data or feasibility evaluation during the year, the Greater Duchess Ore Reserves and Mineral Resources have not materially changed. Governance controls Due to the nature, stage and size of the Company’s existing operations, the Company believes there would be no efficiencies or additional governance benefits gained by establishing a separate Mineral Resources and Ore R eserves committee responsible for reviewing and monitoring the Company’s processes for calculating Mineral Resources and Ore Reserves and for ensuring that the appropriate internal controls are applied to such calculations. While the Company has not appointed a separate Mineral Resources and Ore Reserves committee, Ore Reserve estimations have been prepared by suitably qualified independent consultants. The Greater Duchess Resource estimations have been prepared and verified by suitably qualified independent consultants. In addition, the existing composition of the Company’s Board of Directors includes two qualified and experienced geologists with Mineral Resource expertise. Competent Persons Statements The information in this document that relates to exploration results is based upon information compiled by Mr Robert Watkins. Mr Watkins is a Director of the Company and a Member of the AUSIMM. Mr Watkins consents to the inclusion in the report of the matters based upon the information in the form and context in which it appears. Mr Watkins has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which is undertaken to qualify as a Competent Person as defined in the December 2012 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (JORC Code). The information in this document that relates to Mineral Resources is based on information compiled by Mr Paul Payne, a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Payne is a full-time employee of Payne Geological Services and is a director and shareholder of Carnaby Resources Limited. Mr Payne has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Payne consents to the inclusion in the document of the matters based on his information in the form and context in which it appears. The Information in this document that relates to Open Pit mine planning, scheduling and cost estimation of the Ore Reserve estimates is based on information compiled by Mr Oliver Shaw, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Shaw is employed by SRK Consulting Pty Ltd. Mr Shaw has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Shaw has reviewed this an nouncement and consents to the inclusion in this announcement of all technical statements based on his information in the form and context in which they appear. The Information in this document that relates to Underground mine planning, scheduling and cost estimation of the Ore Reserve estimates is based on information compiled by Mr Robert Urie, a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Urie is employed by SRK Consulting Pty Ltd. Mr Urie has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Urie has reviewed this document and consents to the inclusion in this document of all technical statements based on his information in the form and context in which they appear. Tonnes (Mt) Cu % Au (g/t) Cu Tonnes Au Ounces Tonnes (Mt) Cu % Au (g/t) Cu Tonnes Au Ounces Tonnes (Mt) Cu % Au (g/t) Cu Tonnes Au Ounces Mineral Resources: 30 June 2025 11.9 1.5 0.2 174,500 87,500 9.8 1.1 0.2 108,600 60,700 21.8 1.3 0.2 283,100 148,200 Change 43% 0% 17% 43% 67% 24% -3% 12% 20% 39% 34% 0% 16% 34% 55% Mineral Resources: 30 June 2026 17.0 1.5 0.3 249,600 145,700 12.2 1.1 0.2 130,700 84,500 29.2 1.3 0.2 380,300 230,200 Change 4% 1% 4% 5% 8% 9% 8% 11% 17% 21% 6% 3% 6% 9% 12% Mineral Resources: 24 August 2026 17.6 1.5 0.3 262,000 156,800 13.2 1.2 0.2 153,000 101,900 30.8 1.3 0.3 415,000 258,700 Greater Duchess Indicated Inferred Total
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Carnaby Resources Limited 14 2026 Annual Report to Shareholders The Information in this document that relates to Open pit and Underground geotechnical assessment of the Ore Reserve estimates is based on information compiled by Mr Walter Keilich, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Keilich is director of WK Geotechnical. Mr Keilich has sufficient experience that is relevant to the style of mineralization and type of de posit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Keilich has reviewed this document and consents to the inclusion in this document of all technical statements based on his information in the form and context in which they appear. The Information in this document that relates to Metallurgical aspects of the Ore Reserve estimates is based on information compiled by Mr Robert Kochmanski, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Kochmanski is an employee of BHM Process Consultants. Mr Kochmanski has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Kochmanski has reviewed this document and consents to the inclusion in this document of all technical statements based on his information in the form and context in which they appear. The Information in this document that relates to Environmental and Permitting aspects of the Ore Reserve estimates is based on information compiled by Ms Kate Vershinina, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Ms Vershinina is employed by SRK Consulting Pty Ltd. Ms Vershinina has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Ms Vershinina has reviewed this document and consents to the inclusion in this document of all technical statements based on her information in the form and context in which they appear. Metal Equivalents Metal equivalents for exploration results have been calculated using the formula CuEq=Cu% + (Au_ppm * 0.85) and is based on December 2024 consensus forecast prices of US$8,505/t for copper, US$2,520/oz for gold and an AUD:USD exchange rate of 0.63. Metal recoveries of 95% for copper and 85% for gold have been applied as demonstrated in preliminary metallurgical test work carried out in 2023 and allowances for including the Trekelano deposits into the PFS. It is the Company’s o pinion that all the elements included in the metal equivalents calculation have a reasonable potential to be recovered and sold. Metal equivalents for all Ore Reserves and MREs at Mount Hope, Trekelano, Nil Desperandum, Lady Fanny and Mohawk have been calculated using the formula CuEq=Cu% + (Au_ppm * 0.85) and is based on a review of December 2024 consensus forecast prices of US$8,505/t for copper and US$2,520/oz for gold, exchange rate of 0.63 and recovery of 95% copper and 85% gold as demonstrated in preliminary metallurgical test work carried out in 2023. Metal equivalents for MREs at Duchess and Mount Birnie have been calculated using the formula CuEq=Cu% + (Au_ppm * 0.7) and is based on September 2023 spot prices of US$8,500/t for copper and US$1,950/oz for gold, exchange rate of 0.67 and recovery of 95% copper and 90% gold as demonstrated in preliminary metallurgical test work carried out in 2023. Individual mineral resource estimate grades for the metals are set out at Table 2 of this document. It is the Company’s opinion that all the elements included in the metal equivalents calculation have a reasonable potential to be recovered and sold. Forward looking statements Certain statements in this Annual Report constitute statements relating to intentions, future acts and events. Such statements are generally classified as “forward-looking statements” and involve known and unknown risks, uncertainties and other important factors that could cause those future acts, events and circumstances to differ materially from what is presented or implicitly portrayed herein. The Company gives no assurances that the anticipated results, performance or achievements expressed or implied in these forward-looking statements will be achieved. Disclaimer References have been made in this Annual Report to certain ASX announcements, including references regarding exploration results and mineral resources. For full details, refer to said announcement on said date. The Company is not aware of any new information or data that materially affects this information. Other than as specified in this announcement and the mentioned announcements, the Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements and, in the case of estimates of Mineral Resources, Exploration Target(s) or Ore Reserves that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements.
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Carnaby Resources Limited 15 2026 Annual Report to Shareholders Corporate Governance Statement In recognising the need for the highest standards of corporate behaviour and accountability, the directors of Carnaby Resources Limited support and adhere to the principles of sound corporate governance. Accordingly, the Board has adopted a Corporate Governance Plan which can be found on the Company’s website: www.carnabyresources.com.au . The Board recognises the recommendations of the Australian Securities Exchange Corporate Governance Council and considers that Carnaby Resources is in compliance to the extent possible with those guidelines, which are of particular importance and add value to the commercial operations of ASX 300 listed companies. Carnaby Resources Limited reviews all of its corporate governance policies and practices on an annual basis to ensure they are appropriate for the Company’s stage of development. These reviews are made in consideration of the ASX Corporate Governance Council’s Principles and Recommendations whic h applicable at the time of the review. The Company’s Corporate Governance Statement for the year ended 30 June 2026 was approved by the Board on 3 September 2026 and is available on the Company’s website: www.carnabyresources.com.au.
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Carnaby Resources Limited 16 2026 Annual Report to Shareholders Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2026 The notes are an integral part of these consolidated financial statements. June 2026 June 2025 Note $ $ Interest received 456,243 534,840 Other income 345,766 417,027 Administrative expenses (1,219,316) (989,321) Project exploration and evaluation expenses (8,867,612) (7,098,911) Share based payment expense 18 (201,068) (250,063) Results from operating activities (9,485,987) (7,386,428) Finance expense (41,152) (8,133) Net finance expense (41,152) (8,133) Loss for the year before income tax (9,527,139) (7,394,561) Income tax benefit/(expense) 6 - - Total comprehensive loss for the year (9,527,139) (7,394,561) Loss attributable to ordinary shareholders (9,527,139) (7,394,561) Earnings per share Basic loss per share $ 17 (0.037) (0.037) Diluted loss per share $ 17 (0.037) (0.037)
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Carnaby Resources Limited 17 2026 Annual Report to Shareholders Consolidated Statement of Financial Position As at 30 June 2026 The notes are an integral part of these consolidated financial statements. June 2026 June 2025 Note $ $ Assets Cash and cash equivalents 7 9,391,670 11,957,006 Other financial assets 8 15,000 15,000 Prepayments 95,106 80,782 Other receivables 9 258,446 680,372 Other current assets 10 520,000 3,800,000 Total current assets 10,280,222 16,533,160 Other receivables 9 61,463 1,371,032 Other financial assets 8 1,357,432 42,312 Exploration and evaluation assets 11 35,607,846 28,233,552 Property, plant and equipment 12 118,902 134,280 Right of use assets 71,489 19,635 Total non-current assets 37,217,132 29,800,811 Total assets 47,497,354 46,333,971 Liabilities Trade and other payables 13 1,409,055 8,426,814 Lease liabilities 50,551 18,698 Employee benefits 217,628 165,597 Total current liabilities 1,677,234 8,611,109 Lease liabilities non-current 22,413 - Employee benefits non-current 84,875 42,996 Provisions 1,383,682 1,385,632 Total non-current liabilities 1,490,970 1,428,628 Total liabilities 3,168,204 10,039,737 Net assets 44,329,150 36,294,234 Equity Share capital 16 98,227,983 80,866,996 Reserves 4,287,935 4,086,867 Accumulated losses (58,186,768) (48,659,629) Total equity 44,329,150 36,294,234
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Carnaby Resources Limited 18 2026 Annual Report to Shareholders Consolidated Statement of Changes in Equity for the year ended 30 June 2026 The notes are an integral part of these consolidated financial statements. Share Share Accumulated option Total capital losses reserve equity $ $ $ $ Balance at 1 July 2024 64,204,790 (41,265,068) 3,836,804 26,776,526 Total comprehensive loss for the year Profit / (Loss) for the period - (7,394,561) - (7,394,561) Total comprehensive loss for the year - (7,394,561) - (7,394,561) Transactions with owners recorded directly in equity Contributions by and distributions to owners Issue of ordinary shares 17,500,000 - - 17,500,000 Share issue costs (837,794) - - (837,794) Share based payments - - 250,063 250,063 Total contributions by and distributions to owners 16,662,206 - 250,063 16,912,269 Balance as at 30 June 2025 80,866,996 (48,659,629) 4,086,867 36,294,234 Share Share Accumulated option Total capital losses reserve equity $ $ $ $ Balance at 1 July 2025 80,866,996 (48,659,629) 4,086,867 36,294,234 Total comprehensive loss for the year Profit / (Loss) for the period - (9,527,139) - (9,527,139) Total comprehensive loss for the year - (9,527,139) - (9,527,139) Transactions with owners recorded directly in equity Contributions by and distributions to owners Issue of ordinary shares 17,426,109 - - 17,426,109 Share issue costs (65,122) - - (65,122) Share based payments - - 201,068 201,068 Total contributions by and distributions to owners 17,360,987 - 201,068 17,562,055 Balance as at 30 June 2026 98,227,983 (58,186,768) 4,287,935 44,329,150
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Carnaby Resources Limited 19 2026 Annual Report to Shareholders Consolidated Statement of Cash Flows for the year ended 30 June 2026 The notes are an integral part of these consolidated financial statements June 2026 June 2025 Note $ $ Cash flow from operating activities Payments to suppliers and employees (1,155,599) (1,032,939) Payments for exploration expenditure (9,074,804) (7,184,135) Governments grants 71 6,777 48,025 Net cash used in operating activities 7 (9,513,626) (8,169,049) Cashflow from investing activities Interest received 532,272 492,672 Payments to acquire tenements rights and property, plant and equipment (8,451,244) (3,909,353) Transfers from / (to) term deposits 3,800,000 (3,800,000) Net cash used in investing activities (4,118,972) (7,216,681) C ashflow from financing activities Proceeds from issue of share capital 12,500,000 17,500,000 Share issue costs (65,122) (837,794) Transfers to other financial assets (1,315,120) 434,962 Payments for lease liabilities (52,496) (50,967) Net cash from financing activities 11,067,262 17,046,201 Net (decrease)/ increase in cash and cash equivalents (2,565,336) 1,660,471 Cash and cash equivalents at the beginning of the period 11,957,006 10,296,535 Cash and cash equivalents 30 June 7 9,391,670 11,957,006
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Carnaby Resources Limited 20 2026 Annual Report to Shareholders Notes to the Consolidated Financial Statements 1. Reporting entity Carnaby Resources Limited (the Company) is a for profit company limited by shares and incorporated in Australia, whose shares are publicly traded on the Australian Securities Exchange. The address of the Company’s registered office is 78 Churchill Avenue, Subiaco, Western Australia. The consolidated financial statements of the Company as at 30 June 2026 and for the year from 1 July 2025 to 30 June 2026 comprise the Company and its subsidiaries (together referred to as the Group and individually as Group Entities). The nature of the operations and principal activities of the Group are described in the Directors’ Report, which is not part of these financial statements. 2. Basis of preparation (a) Statement of compliance The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (AASBs) (including Australian Interpretations) adopted by the Australian Accounting Standards Board ( AASB) and the Corporations Act 2001. The consolidated financial report of the Group complies with International Financial Reporting Standards (IFRSs) and interpretations adopted by the International Accounting Standards Board (IASB). The financial statements were approved by the Board of Directors on 3 September 2026. (b) Basis of measurement The consolidated financial statements have been prepared on accruals basis under the historical cost convention. (c) Going Concern The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Company is engaged in mineral exploration and does not currently generate revenue from operations. Notwithstanding this, the Directors are satisfied that the Company has sufficient financial resources to meet its obligations and continue its planned exploration activities for at least the next twelve months from the date of this report. This assessment is based on the Company’s current cash position, budgeted expenditure, and the availability of potential funding. (d) Functional and presentation currency These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency. (e) Use of estimates and judgements Set out below is information about assumptions and estimation uncertainties that have a material risk of resulting in a material adjustment within the next financial year. (i) Exploration and evaluation assets are assessed for impairment if: (i) sufficient data exists to determine technical feasibility and commercial viability; and (ii) facts and circumstances suggest the carrying amount exceeds the recoverable amount. For the purposes of impairment testing, exploration and evaluation assets are allocated to CGU’s to which the exploration activity relates. The CGU shall not be larger than the area of interest. Once technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassifie d to mine property assets within property, plant and equipment. In the event that an area of interest is abandoned or if the directors consider the exploration and evaluation assets attributable to the area of interest to be of reduced value, the exploration and evaluation assets are impaired in the period in which the assessment is made. Each area of interest is reviewed at each reporting period and accumulated costs are written off to the extent that they will not be recoverable in the future.
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Carnaby Resources Limited 21 2026 Annual Report to Shareholders There was no impairment recognised during the year ended 30 June 2026 (30 June 2025: nil) (ii) Share-based payment transactions The Company measures the cost of equity -settled transactions and cash -settled share-based payments with employees and third parties by reference to the fair value of the equity instruments at the date at which they are granted. The fair value at the grant date is determined using the Black and Scholes option pricing model taking into account the terms and conditions upon which the instruments were granted and the assumptions detailed in note 18. 3. Material accounting policies (a) Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, vari able returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. T he financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. (ii) Transactions and balances eliminated on consolidation Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. (iii) Acquisitions of subsidiaries Business combinations In each transaction that results in the acquisition of a subsidiary, the Company determines if AASB 3 ‘ Business Combinations’ shall apply to the transaction by assessing if the Company has acquired a “business”. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities . A business generally consists of inputs, processes applied to those inputs and the ability to create outputs. If the Company determines that the acquisition results in the acquisition of a business, then the Company applies the requirements of AASB 3 to the acquisition. Asset acquisitions If the Company determines that the acquired subsidiary does not constitute a business, then the transaction is accounted for as an acquisition of an asset (or group of assets) that do not constitute a business combination within the scope of AASB 3. In the acquisition of a group of assets, the cost of the acquisition is allocated between the individual assets and liabilities in the group based on their relative fair values at the date of acquisition. (b) Segment Reporting The Group determines and presents operating segments based on the information that is provided to the board of directors, who are the Group’s chief operating decision makers. An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the Board to make decisions about the allocation of resources to the segment and to assess its performance, and for which discrete financial information is available. Segment results that are reported to the Board include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise predominantly of administrative expenses. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill. (c) Income Tax Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affe cts neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that it is probabl e
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Carnaby Resources Limited 22 2026 Annual Report to Shareholders that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, b ut they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (d) Financial instruments Recognition, initial measurement and derecognition Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss, which are measured initially at fair value. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. Classification of financial assets Except for those trade receivables that do not contain a material financing component and are measured at the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (w here applicable). For the purpose of subsequent measurement, financial assets are classified into the following categories upon initial recognition: • amortised cost; • fair value through profit or loss (FVPL); • equity instruments at fair value through other comprehensive income (FVOCI); and • debt instruments at fair value through other comprehensive income (FVOCI). All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs , finance income or other financial items, except for impairment of trade receivables which is presented within other expenses. Classifications are determined by both: • The Group’s business model for managing the financial asset; and • The contractual cash flow characteristics of the financial assets. Subsequent measurement financial assets Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL): • they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and • the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group’s financial assets comprise cash and cash equivalents, other financial assets and trade and other receivables. Impairment of f inancial assets AASB 9’s impairment requirements use more forward looking information to recognis e expected credit losses ( the ‘expected credit losses (ECL) model’). Instruments within the scope of the new requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under AASB 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss. The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future c ash flows of the instrument.
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Carnaby Resources Limited 23 2026 Annual Report to Shareholders In applying this forward-looking approach, a distinction is made between: • financial instruments that have not deteriorated materially in credit quality since initial recognition or that have low credit risk (Stage 1); and • financial instruments that have deteriorated materially in credit quality since initial recognition and whose credit risk is not low (Stage 2). ‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date. ‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category. Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument. Classification and measurement of financial liabilities Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or losses recognised in pro fit or loss (other than derivative financial instruments that are designated and effective as hedging instruments). All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income. (i) Non-derivative financial instruments The following summarises the accounting treatment of the Group’s non-derivative financial instruments; Cash and cash equivalents Cash and cash equivalents comprise cash at bank, cash on hand and short-term deposits at call. Short term deposits have original maturities of 3 months or less that are readily convertible to known amounts of cash and are subject to immaterial risk of changes in fair value. Other financial assets Other financial assets comprise cash at bank and short-term deposits that have been given as security. As the Group has given security over these balances, they are not eligible for recognition as cash and cash equivalents. Other current assets Other current assets comprise a term deposit with a maturity of more than three months and deposits paid in advance for the acquisition of property, plant and equipment that are expected to be settled within 12 months after the reporting date. Trade and other receivables The Group makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance at the amount equal to the expected lifetime credit losses. T he Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix. The Group assess impairment of trade receivables on a collective basis as they possess credit risk characteristics based on the days past due. Trade and other payables Trade and other payables are carried at amortised cost. The amounts are unsecured and are typically settled in 30 to 60 days of recognition. Due to their short term nature, balances are generally not discounted. (ii) Share capital Ordinary shares Ordinary shares are classified as equity. 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. Dividends Dividends are recognised as a liability in the period in which they are declared. (e) Impairment of non-financial assets The carrying amounts of the Group’s non-financial assets (excluding deferred tax assets and inventories) are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value
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Carnaby Resources Limited 24 2026 Annual Report to Shareholders less costs to sell. In assessing 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. F or the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets, known as CGUs. An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGU’s are allocated to reduce the carryin g amount of assets in the unit (group of units) on a pro rata basis. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (f) Property, plant and equipment (i) Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within other income or other expenses in profit or loss. (ii) Subsequent costs The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day -to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. (iii) Depreciation Depreciation is charged to the statement of profit and loss and other comprehensive income on a straight line basis over the estimated useful lives of each asset. In the current and comparative periods, useful lives are as follows: • plant and equipment 2 - 20 years • fixtures and fittings 5 - 10 years Depreciation methods, useful lives and residual values are reviewed at each reporting date. (g) Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provis ions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Site restoration Site restoration costs include the costs of dismantling and demolition of infrastructure or decommissioning, the removal of residual material and the remediation of disturbed areas specific to the site. Provisions are recognised at the time that the environmental disturbance occurs. The provision is the best estimate of the present value of the future cash flows required to settle the restoration obligation at the reporting date, based on current legal requirements and technology. Future restoration costs are reviewed annually and any changes are reflected in the present value of the restoration provision at the end of the financial year. The amount of the provision for future restoration costs is recognised as exploration and evaluation asse ts during the exploration phase according to the Company’s policy for exploration and evaluation assets (refer note 3 (i)). Upon the commencement of commercial production, future restoration costs are recognised as mine property assets. Future restoration costs are depreciated on a unit-of-production basis over the economically recoverable reserves of the mine concerned, resulting in an amortisation charge proportional to the depletion of the economically recoverable mineral resources. Amortisation begins at the comm encement of commercial production . The unwinding of the effect of discounting on the provision is recognised as a finance cost.
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Carnaby Resources Limited 25 2026 Annual Report to Shareholders (h) Finance income and expense Finance income and expense comprises interest income and foreign currency gains or losses. Foreign currency gains and losses are reported on a net basis. (i) Exploration and evaluation expenditure Exploration and evaluation expenditure, excluding acquisition costs, are expensed as incurred in each area of interest. Acquisition costs are accumulated for each separate area of interest. Acquisition costs represent the fair value of the tenements acquired and have applied the requirements of AASB6 Exploration and Evaluation of Mineral Properties and have been accounted for separately from post-acquisition exploration expenditure. Acquisition costs include: (i) Consideration paid to acquire exploration and/or mining license’s; (ii) Stamp duty; and (iii) Professional fees attributable the acquisition. Exploration and evaluation assets are only recognised if the rights to the area are current and either: (i) the acquisition costs are expected to be recouped through successful development and exploitation of the area of interest; or (ii) activities in the area of interest have not at the reporting date, reached a state which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and material operations in, or in relation to, the area of interest are continuing. Exploration and evaluation assets are assessed for impairment if: (iii) sufficient data exists to determine technical feasibility and commercial viability; and (iv) facts and circumstances suggest the carrying amount exceeds the recoverable amount. For the purposes of impairment testing, exploration and evaluation assets are allocated to CGU’s to which the exploration activity relates. The CGU shall not be larger than the area of interest. Once technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassifie d to mine property assets within property, plant and equipment. In the event that an area of interest is abandoned or if the directors consider the exploration and evaluation assets attributable to the area of interest to be of reduced value, the exploration and evaluation assets are impaired in the period in which the assessment is made. Each area of interest is reviewed at each reporting period and accumulated costs are written off to the extent that they will not be recoverable in the future. (j) Joint Operations and Farm-in/Farm-out Arrangements Joint operations The Group's interests in joint arrangements are assessed to determine whether the arrangement constitutes a joint operation or joint venture in accordance with AASB 11 Joint Arrangements. Where the Group has rights to the assets and obligations for the liabilities of the arrangement, the arrangement is classified as a joint operation. The Group recognises in relation to its interest in a joint operation: (iv) its assets, including its share of any assets held jointly; (v) its liabilities, including its share of any liabilities incurred jointly; (vi) its revenue from the sale of its share of minerals or other output arising from the joint operation; (vii) its share of revenue earned by the joint operation; and (viii) its expenses, including its share of any expenses incurred jointly. These amounts are recognised in the financial statements under the appropriate headings. This treatment is consistent with common joint operation accounting policies disclosed by Australian resource entities. Farm -in and farm -out arrangements The Group may enter into farm-in and farm-out arrangements in relation to exploration and evaluation tenements. Where the Group acquires an interest in a tenement through a farm-in arrangement, amounts incurred to earn the interest are accounted for as exploration and evaluation expenditure and capitalised where the recognition criteria of AASB 6 Exploration for and Evaluation of Mineral Resources are met.
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Carnaby Resources Limited 26 2026 Annual Report to Shareholders Where the Group farms out a portion of its interest in a tenement, the accounting treatment depends on the terms of the arrangement. Consideration received and any reduction in the Group's interest are accounted for in accordance with the substance of the transaction and relevant Australian Accounting Standards. Any retained interest continues to be recognised in accordance with the Group's accounting policy for exploration and evaluation assets. (k) Earnings per share The Group presents basic and diluted earnings per share ( EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjust ing the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares. (l) Share based payment transactions Employee benefits The Group operates equity -settled share based payment employee option scheme. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to s hare based payments reserve. The fair value of options is ascertained using a recognised pricing model which incorporates all market vesting conditions. The fair value of options is measured using the Black-Scholes formula. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non -market performance conditions attached to the transactions are not taken into account in determining fair value. The cost of share based payment transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (vesting date). The cumulative expense recognised for share based payment transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market perform ance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. Where an equity -settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award. Other share based payments The Group has entered into equity -settled share based payment transactions with non -employees of the Company. The cost of equity-settled transactions with non -employees is measured by reference to the fair value of goods and services received unless this cannot be measured reliably, in which case the cost is measured by reference to the fair value of the equity instruments granted. (m) New accounting standards, amendments and interpretations New accounting standards Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2026 reporting periods and have not been early adopted by the group . Most notably, AASB 18 Presentation and Disclosure in Financial Statements is mandatory for annual reporting periods beginning on or after 1 January 2027 and will replace AASB 101. Issued but not yet effective for these financial statements At the date of authorisation of these financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by the IASB. None of these Standards or amendments to existing Standards have been adopted early by the Group. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in the current year have not been disclosed as the impact has not been assessed for impact on the Group’s financial statements.
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Carnaby Resources Limited 27 2026 Annual Report to Shareholders 4. Financial risk management This note presents information about the Group’s exposure to credit, liquidity and market risks and objectives, policies and processes for measuring and managing financial risk and the management of capital. The Group does not use any form of derivatives as it is not at a level of exposure that requires the use of derivatives to he dge its exposure. Exposure limits are reviewed by management on a continual basis. The Group does not enter into or trade financial instruments, including derivatives, for speculative purposes. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Management monitors and manages the financial risks relating to the operations of the Group through regular reviews of the risks. (a) 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 and arises principally from the Group’s cash and cash equivalents, restricted cash and trade and othe r receivables. Cash, cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits. The Group limits its credit risk by holding cash balances and demand deposits with reputable counterparties with acceptable credit ratings. Other financial assets Other financial assets comprises cash balances used as security for the Company’s transactional bank facilities. Cash balances used as security are held with reputable counterparties with acceptable credit ratings. Other current assets Other current assets comprise a term deposit with a maturity of more than three months. The Group limits its credit risk by holding term deposits with reputable counterparties with acceptable credit ratings. Trade and other receivables The Group’s trade and other receivables are neither past due nor impaired. Exposure to credit risk The carrying amount of the Group’s financial assets represent maximum exposure to credit risk, as follows: (b) Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s ap proach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages liquidity risk by maintaining adequate cash reserves from funds raised by the Company in various capital raisings and continuously monitoring forecast and actual cash flows. June 2026 June 2025 $ $ Cash and cash equivalents 9,391,670 11,957,006 Other financial assets 1,372,432 57,312 Other current assets - 3,800,000 Other receivables 78,543 486,744 10,842,645 16,301,062
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Carnaby Resources Limited 28 2026 Annual Report to Shareholders The contractual maturities of the Group’s financial liabilities are as follows: (c) Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The Group is exposed to market risk in the form of fluctuations in interest rates. Interest rate risk Interest rate risk is the risk that a financial instrument’s value will fluctuate as a result of changes in the market interest rates on interest-bearing financial instruments. The Group is exposed to interest rate risk on cash and cash equivalents , other financial assets and other current assets. The Group does not use derivatives to mitigate these exposures. Cash and cash equivalents, other financial assets and other current assets (together “cash”) are held at variable and fixed interest rates. Cash in term deposits are held for fixed terms at fixed interest rates. The Group’s other cash balances are held in deposit accounts at variable rates with no fixed term. Interest rate risk – profile At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was: Interest rate risk – fair value sensitivity analysis for fixed rate instruments The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss. Interest rate risk – cash flow sensitivity analysis A change in interest rates of 75 basis points at the reporting date would have increased/(decreased) the Group’s profit before tax by the amounts shown below. This analysis assumes that all other variables remain constant. (d) Fair values vs carrying amounts Carrying amounts of financial assets and liabilities equate to their corresponding fair values. (e) Capital management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, so as to maintain a capital base sufficient to allow future exploration and development of the Group’s current projects and evaluation of potential acquisitions. The Group has raised all capital through the issue of equity to fund its administration, exploration and 6 months 6 - 12 months 1 - 2 years $ $ $ 30 June 2026 Trade and other payables (1,292,621) - - Lease liabilities (24,502) (26,049) (22,412) Balance as at 30 June 2026 (1,317,124) (26,049) (22,412) 30 June 2025 Trade and other payables (8,318,429) - - Lease liabilities (18,698) - - Balance as at 30 June 2025 (8,337,127) - - June 2026 June 2025 $ $ Fixed rate instruments Financial assets 9,372,432 14,057,312 Variable rate instruments Financial assets 1,391,670 1,757,006 75bp 75bp 75bp 75bp increase decrease increase decrease June 2026 June 2026 June 2025 June 2025 Sensitivity $ $ $ $ Interest bearing instruments 99,669 (99,669) 99,762 (99,762) Cash flow sensitivity (net) 99,669 (99,669) 99,762 (99,762)
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Carnaby Resources Limited 29 2026 Annual Report to Shareholders evaluation activities and does not have any external borrowings at balance date. The Group may raise additional capital through the issue of new shares or debt finance for exploration, development and/or asset acquisition, should the Group require additional capital to carry out those activities. There were no changes in the Group’s approach to capital management during the year. The Group is not subject to externally imposed capital requirements. 5. Personnel expenses Personnel expenses includes $1,623,270 (FY 2025: $1,361,601) allocated to Project exploration and evaluation expenses. 6. Income tax Current income tax Deferred income tax Unused tax losses June 2026 June 2025 $ $ Wages, salaries and benefits (1,929,395) (1,651,653) Contributions to defined contribution plans (210,216) (170,222) Share-based payment transactions (201,068) (250,063) Personnel expenses (2,340,679) (2,071,938) June 2026 June 2025 $ $ Income tax benefit/(expense) Current tax expense - - Deferred tax expense - - Income tax expense - - Numerical reconciliation between tax expense and pre-tax accounting loss Pre-tax accounting loss for the period (9,527,139) (7,394,561) Income tax expense at the Group's Australian tax rate of 30% (2,858,142) (2,218,368) Non-deductible expenses 60,320 75,019 Current year losses for which no deferred tax asset was recognised 2,797,822 2,143,349 Income tax expense - - June 2026 June 2025 $ $ Liabilities Exploration and evaluation assets (1,407,536) (948,361) Interest receivable (11,204) (34,013) Right of Use Assets (21,447) (5,890) Recognition of deferred tax assets 1,440,187 988,264 Deferred tax liability recognised - - Assets Losses available to offset against future taxable income 19,032,396 15,147,721 Provision for rehabilitation 415,105 415,690 Lease Liability 21,889 5,609 Share issue costs deductible over five years 231,694 400,001 Employee provisions 108,855 74,769 Accrued expenses 7,875 8,550 Recognition of deferred tax assets (1,440,187) (988,264) Net deferred tax assets not recognised 18,377,627 15,064,076 June 2026 June 2025 $ $ Unused tax losses Unused tax losses 63,441,321 50,492,402 Tax effect carry forward losses at the Group's Australian tax rate of 30% 19,032,396 15,147,721
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Carnaby Resources Limited 30 2026 Annual Report to Shareholders Tax consolidation The Company and its wholly -owned Australian resident entities are members of a tax -consolidated group under Australian taxation law. T he Company is the head entity of the tax-consolidated group. The members of the tax -consolidated group continue to account for their own current and deferred tax amounts. The head entity recognises the current tax assets and liabilities and deferred tax assets arising from unused tax losses and tax credits of the members of the tax-consolidated group. Amounts payable to or receivable from entities within the tax -consolidated group are recognised under a tax funding arrangement and are determined using a "separate taxpayer within group" approach. Under this approach, the current and deferred tax amounts are allocated to members of the tax-consolidated group as if each member was a separate taxpayer while remaining a member of the group. Where applicable, the entities within the tax -consolidated group have also entered into a tax sharing agreement which limits the joint and several liability of the members for income tax liabilities of the group in the event of a default by the head entity. Recoverability of tax losses Deferred tax assets arising from tax losses and temporary differences are recognised only to the extent that it is probable that future taxable profits will be available against which the benefits can be utilised. The Group has unrecognised tax losses of $63,441,321 (2025: $50,492,402). The benefit of these tax losses has not been brought to account as recovery is dependent upon: • the Group deriving sufficient future taxable profits; • the Group satisfying the continuity of ownership test (COT) or, where applicable, the same business test (SBT) under Australian taxation legislation; and • there being no changes in taxation legislation that would adversely affect the utilisation of the losses. The tax losses do not expire under current Australian taxation law, subject to the Group satisfying the relevant requirements of the Income Tax Assessment Act 1997. 7. Cash and cash equivalents 8. Other financial assets Other financial assets comprise cash held in term deposits issued in the Company’s name which have been used to provide security for: • a $15,000 credit card facility. • a $22,312 in cash held in a term deposit issued in the Company’s name which has been used to provide security in relation to a leased property, and • a $20,000 of the facility relates to obligations from the Mount Hope Mining Lease (ML90240). • a $1,315,120 of the facility relates to obligations arising from the Trekelano Mining Leases (ML90125, ML90128 and ML90183) June 2026 June 2025 $ $ Bank balances 9,391,670 11,957,006 Cash and cash equivalents in the statement of cash flows 9,391,670 11,957,006 Reconciliation of operating loss after tax to net cash flow from operations Profit/(Loss) after tax (9,527,139) (7,394,561) Non-cash and non-operating items Share based payments 201,068 250,063 Interest received (532,272) (495,172) Depreciation 97,359 98,748 Change in assets and liabilities Decrease / (increase) in trade and other receivables 459,921 (258,288) Increase / (decrease) in trade and other payables (212,563) (369,839) Net cash flow used in operating activities (9,513,626) (8,169,049) June 2026 June 2025 $ $ Other financial assets 1,372,432 57,312 Current 15,000 15,000 Non current 1,357,432 42,312 Balance at the end of the period 1,372,432 57,312
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Carnaby Resources Limited 31 2026 Annual Report to Shareholders 9. Other receivables 10. Other current assets 11. Exploration and evaluation assets On 15 October 2025, the Group acquired the remaining 17.5% interest in the Greater Duchess Copper Gold Joint Venture (JV) from joint venture partner Latitude 66 Limited. The acquisition costs recognised comprised of: (a) Cash payment of $2,000,000; (b) issue of 9,852,217 fully paid ordinary shares, at a fair value of $0.50 per share. The fair value was determined as the Company’s closing share price on the date of the issue of the shares; (c) stamp duty, professional fees and other associated costs of $408,052 12. Property, plant and equipment June 2026 June 2025 $ $ 179,903 193,628 Accrued Interest 37,347 113,376 Refundable R&D tax offset - 82,308 Government grants 41,196 291,059 Environmental Bond held by Queensland Government - Trekelano (ML90125, ML90128 and ML90183 - 1,315,120 Environmental Bond held by Queensland Government 61,063 55,512 Other receivables 400 400 Balance at the end of the period 319,909 2,051,404 Current 258,446 680,372 Non current 61,463 1,371,032 Balance at the end of the period 319,909 2,051,404 GST receivable June 2026 June 2025 $ $ Term deposits with a maturity of more than six months - 3,800,000 Deposit paid on plant and equipment 520,000 - Balance at the end of the period 520,000 3,800,000 June 2026 June 2025 $ $ Cost Opening balance 28,233,552 18,282,973 Write-off of rehabilitation asset (1,949) (434,814) Other acquisition costs - 33,715 Trekelano acquisiton (ML90125,ML90128 and ML90183) 42,082 10,351,678 Acquisition of 17.5% of EPSX00847513 from Latitude 66 Limited 7,334,161 - Balance at the end of the period 35,607,846 28,233,552 Plant & equipment Office equipment Total 30 June 2026 $ $ $ Cost Opening balance 245,500 70,942 316,442 Additions 12,072 15,001 27,073 Balance at 30 June 2026 257,572 85,943 343,515 Depreciation Opening balance (115,104) (67,058) (182,162) Depreciation (37,625) (4,826) (42,451) Balance at 30 June 2026 (152,729) (71,884) (224,613) Carrying amount Opening balance 130,396 3,884 134,280 Balance at 30 June 2026 104,843 14,059 118,902
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Carnaby Resources Limited 32 2026 Annual Report to Shareholders 13. Trade and other payables 14. Commitments In order to maintain current rights of tenure to exploration and mining tenements, the Group is required to meet minimum expenditure requirements specified by various state governments. These obligations at balance date have not been provided for and are as set out in the following table: 15. Contingent liabilities There are no known contingent liabilities as at 30 June 2026. 16. Capital and reserves Ordinary Share Capital The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares are fully paid and rank equally with regard to the Company’s residual assets. Share option reserve The share based payments reserve includes the cumulative expense recognised in respect of share options granted. Refer to note 18 for further information regarding share based payments. 17. Loss per share Basic loss per share attributable to ordinary shareholders The basic loss per share for the year is $0.037 (2025 loss per share: $0.037). The calculation of basic earnings per share at 30 June 2026 was based on the consolidated loss attributable to ordinary shareholders of $9,527,139 (2025 loss: $7,394,561) and a weighted average number of ordinary shares outstanding of 260,909,153 (2025: 201,664,677) calculated as follows: Plant & equipment Office equipment Total 30 June 2025 $ $ $ Cost Opening balance 245,500 69,648 315,148 Additions - 1,294 1,294 Balance at 30 June 2025 245,500 70,942 316,442 Depreciation Opening balance (77,617) (56,984) (134,601) Depreciation (37,487) (10,074) (47,561) Balance at 30 June 2025 (115,104) (67,058) (182,162) Carrying amount Opening balance 167,883 12,664 180,547 Balance at 30 June 2025 130,396 3,884 134,280 June 2026 June 2025 $ $ Trade payables 1,190,095 1,006,719 Accruals 218,960 420,095 Final payment for the Trekelano acquisition (ML90125, ML90128 and ML90183) - 5,684,880 Environmental bond payable to Queensland Government - Trekelano (ML90125, ML90128 and ML90183) - 1,315,120 Balance at the end of the period 1,409,055 8,426,814 June 2026 June 2025 Not yet provided for $ $ Minimum exploration expenditure commitments Within one year 644,786 562,493 Balance at end of the period 644,786 562,493 June 2026 June 2025 June 2026 June 2025 Ordinary share capital shares shares $ $ On issue at the beginning of the period 228,388,862 171,937,249 80,866,996 64,204,790 Issued for the acquisition of exploration and evaluation assets 9,852,217 - 4,926,109 - Issued for cash 37,878,788 56,451,613 12,500,000 17,500,000 Share issue costs - - (65,122) (837,794) On issue at the end of the period 276,119,867 228,388,862 98,227,983 80,866,996
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Carnaby Resources Limited 33 2026 Annual Report to Shareholders Basic w eighted average number of ordinary shares Diluted losses per share attributable to ordinary shareholders The Group does not have any potential ordinary shares whose conversion to ordinary shares would have a dilutive effect on basic loss per share and as such diluted loss per share is equal to basic loss per share. Potential ordinary shares of the Company consist of 5,595,000 share options as at 30 June 2026 (refer note 18). In accordance with AASB 133 ‘Earnings per Share’ these options and performance rights have been excluded from the calculation of diluted loss per share due to the anti-dilutive effect. 18. Share based payments Employee Incentive Securities Plan The Group has an established incentive securities plan (EISP) that entitles employees to purchase shares in the Company. The objective of the plan is to assist in the recruitment, reward, retention and motivation of eligible persons in the Group. Und er the plan, the Board may issue eligible employees with options to acquire shares in the future at an exercise price fixed by the Board on grant of options. The vesting of all options is subject to service conditions being met whereby the recipient must meet the eligible employee criteria as defined in the plan, unless determined otherwise by the Board. The following table illustrates the number, weighted average exercise prices (WAEP) and weighted average contractual life in years (WACL) of, and movements in, share based payment options during the year: The outstanding balance of EISP options as at 30 June 2026 is represented by: Number of options Grant date Vesting Expiring Strike price per option Contractual life (years) Fair value per option Key Management Personnel 400,000 2-Dec-22 2-Dec-23 24-Nov-26 $0.950 3.98 $0.673 1,380,000 24-Nov-23 24-Nov-24 19-Sep-27 $1.100 3.82 $0.247 Other employees 800,000 2-Dec-22 2-Dec-23 24-Nov-26 $0.950 3.98 $0.673 1,140,000 24-Nov-23 24-Nov-24 19-Sep-27 $1.100 3.82 $0.247 1,575,000 15-Dec-25 15-Dec-26 15-Dec-29 $0.590 4.00 $0.220 300,000 22-Apr-26 22-Apr-27 22-Apr-30 $0.700 4.00 $0.255 June 2026 June 2025 $ $ Loss for the period (9,527,139) (7,394,561) Loss attributable to ordinary shareholders (diluted) (9,527,139) (7,394,561) June 2026 June 2025 Weighted average effects $ $ Opening balance 228,388,862 171,937,249 Effect of shares issued 32,520,291 29,727,428 Weighted average number of ordinary shares at the end of the period 260,909,153 201,664,677 Options WAEP WACL Options WAEP WACL Opening balance 4,420,000 $0.956 3.89 4,420,000 $0.956 3.89 Options granted during the period 1,875,000 $0.608 4.00 - - - Options exercised during the period - - - - - - Options lapsed during the period (700,000) $0.450 4.00 - - - Options outstanding at the end of the year 5,595,000 $0.903 3.91 4,420,000 $0.956 3.89 Options exercisable at the end of the year 3,720,000 $1.052 3.87 4,420,000 $0.956 3.89 June 2025June 2026
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Carnaby Resources Limited 34 2026 Annual Report to Shareholders The grant date fair value of EISP options was measured using the Black-Scholes formula. The inputs used to determine the fair value of options granted during the year were: The Company has recognised the following as employee costs during the year in relation to the EISP: Other share based payments The Company has issued securities to parties that are not employees of the Group as payment for goods or services. The following table illustrates the amount of other share-based payment expenses recognised in prior years. No share-based payment expenses were recognised during the year ended 30 June 2026. 19. Related party disclosures Key management personnel compensation Key management personnel compensation is as follows: Other related party transactions Subsidiaries The consolidated financial statements include the financial statements of Carnaby Resources Limited and the subsidiaries listed in the following table: Name of entity Country of incorporation Equity holding 2024 2023 Carnaby Resources (Holdings) Pty Ltd Australia 100% 100% Kobald Mineral Holdings Pty Ltd Australia 100% 100% Employee grant Employee grant Period ended 30 June 2026 15-Dec-25 22-Apr-26 Fair value at grant date $0.22 $0.26 Expected dividends 0% 0% Contractual life (years) 4.00 4.00 Market value of underlying shares $0.43 $0.47 Option exercise price $0.59 $0.70 Expected volatility of the underlying shares 76.15% 83.22% Risk free rate applied 4.06% 4.59% June 2026 June 2025 $ $ EISP share based payments expense 201,068 250,063 June 2026 June 2025 $ $ Shares issued for exploration and mining licenses 4,926,109 - Other share based payments - June 2026 June 2025 $ $ Short-term employee benefits 521,407 489,939 Post-employment benefits 52,640 50,213 Share based payments - 136,938 Key management personnel compensation 574,047 677,090 Key management person and related party transaction Transactions value 2026 $ Balance outstanding 30 June 2026 $ Transactions value 2025 $ Balance outstanding 30 June 2025 $ Mr Payne: Consulting fees for the preparation of a Mineral Resource Estimate 31,433 - 45,540 - Other related party transaction 31,433 - 45,540 -
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Carnaby Resources Limited 35 2026 Annual Report to Shareholders 20. Subsequent events Subsequent to year end, Carnaby entered into a binding Scheme Implementation Deed with Evolution Mining Limited under which E volution proposes to acquire 100% of the issued shares in Carnaby by way of a scheme of arrangement 20 (the Transaction). Under the proposed Scheme, Carnaby shareholders will receive 0.0682 Evolution shares for each Carnaby share, representing an implied value of A$0.77 per Carnaby share based on Evolution’s closing share price on 24 July 2026. The implied offer price represented a 60.4% premium to Carnaby’s last closing price of A$0.48 per share on 24 July 2026, a 46.2% premium to Carnaby’s 15-day VWAP and a 31.4% premium to Carnaby’s 30-day VWAP prior to announcement, equating to an approximate A$213 million equity value for Carnaby on a fully diluted basis. The proposed transaction provides Carnaby shareholders with an immediate premium, exposure to Evolution’s broader gold and copper portfolio and the opportunity to retain exposure to the future upside of Greater Duchess, while de -risking the project’s development and funding pathway through Evolution’s technical capability, balance sheet strength and M ount Isa regional infrastructure position. The Carnaby Board unanimously recommended that shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the independent expert concluding, and continuing to conclude, that the Scheme is in the best interests of Carnaby shareholders. Each Carnaby Director also confirmed an intention to vote, or cause to be voted, all Carnaby shares in which they have a relevant interest in favour of the Scheme, subject to those same qualifications. Under the Scheme arrangements, Carnaby and Glencore agreed that, if the Scheme proceeds, the existing Glencore tolling and offtake agreements will be terminated in consideration for Carnaby issuing approximately 28.6 million Carnaby shares to Glencore. Those shares are expected to be issued after the Scheme Meeting and before the Scheme record date, meaning they will not carry voting rights at the Scheme Meeting but will be entitled to receive the Scheme consideration. 21. Parent entity information As at and during the year ending 30 June 2026, the parent company of the Group was Carnaby Resources Limited. Information regarding the results and financial position of Carnaby Resources Limited is as follows: 22. Auditor’s remuneration 20 ASX release dated 27 July 2026. June 2026 June 2025 $ $ Result Loss for the period (9,526,929) (7,394,012) Total comprehensive loss (9,526,929) (7,394,012) Financial position Current assets 10,280,218 16,533,157 Total assets 47,500,745 46,337,152 Current liabilities (1,677,234) (8,611,109) Total liabilities (3,168,204) (10,039,737) Net assets 44,332,541 36,297,415 Equity Share capital 98,227,983 80,866,996 Share option reserve 4,287,935 4,086,867 Accumulated losses (58,183,377) (48,656,448) Total equity 44,332,541 36,297,415 June 2026 June 2025 $ $ Audit services Audit and review of financial reports 59,500 55,000 Audit services 59,500 55,000
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Carnaby Resources Limited 36 2026 Annual Report to Shareholders Consolidated Entity Disclosure Statement AS AT 30 JUNE 2026 Name of entity Type of entity Trustee, partner, or participant in joint venture % of share capital held Country of incorporation Australian resident or foreign resident (for tax purpose) Foreign tax jurisdiction(s) of foreign residents Carnaby Resources Limited Body Corporate N/A N/A Australia Australian N/A Carnaby Resources (Holdings) Pty Ltd Body Corporate N/A 100% Australia Australian N/A Kobald Mineral Holdings Pty Ltd Body Corporate N/A 100% Australia Australian N/A Basis of preparation This consolidated entity disclosure statement has been prepared in accordance with the Corporations Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements. Determination of tax residency Section 295 (3A)(vi) of the Corporation Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there are different interpretations that could be adopted, and which could give rise to a different conclusion on residency. In determining tax residency, the consolidated entity has applied the following interpretations: (i) Australian tax residency: The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance in Tax Ruling TR 2018/5. (ii) Foreign tax residency: Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its determination of tax residency to ensure applicable foreign tax legislation has been complied with (see section 295(3A)(vii) of the Corporations Act 2001).
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Carnaby Resources Limited 37 202 6 Annual Report to Shareholders Directors’ Declaration I n accordance with a resolution of the Directors of Carnaby Resources Limited, I declare that: 1. I n the opinion of the Directors: a) The c onsolidated financial statements and notes of Carnaby Resources Limited for the year ended 30 June 2026 are in accordance with the Corporations Act 2001, including: i. giv ing a true and fair view of the consolidated financial position as at 30 June 2026 and of its performance for the year ended on that date; and ii. co mplying with Accounting Standards (including the Australian Accounting Interpretations), the Corporations Regulations 2001 and other mandatory professional reporting requirements; and b) the consolidated financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 2(a). 2. T here are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 3. T his declaration has been made after receiving the declarations required to be made by the Director s in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2026. 4. T he information disclosed in the attached consolidated entity disclosure statement is true and correct. O n behalf of the Board Rob Watkins Managing Director P erth, Western Australia 3 September 2026
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Grant Thornton Audit Pty Ltd Level 43 Central Park 152-158 St Georges Terrace Perth WA 6000 PO Box 7757 Cloisters Square Perth WA 6850 T +61 8 9480 2000 grantthornton.com.au ACN-130 913 594 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation. #21935528v1 Auditor’s Independence Declaration To the Directors of Carnaby Resources Limited In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Carnaby Resources Limited for the year ended 30 June 2026, I declare that, to the best of my knowledge and belief, there have been: a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b no contraventions of any applicable code of professional conduct in relation to the audit. Grant Thornton Audit Pty Ltd Chartered Accountants B P Steedman Partner – Audit & Assurance Perth, 3 September 2026 38
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Grant Thornton Audit Pty Ltd Level 43 Central Park 152-158 St Georges Terrace Perth WA 6000 PO Box 7757 Cloisters Square Perth WA 6850 T +61 8 9480 2000 grantthornton.com.au ACN-130 913 594 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Report To the Members of Carnaby Resources Limited Report on the audit of the financial report 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 period. 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. Opinion We have audited the financial report of Carnaby Resources Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2026, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information, 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: a giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its performance for the year ended on that date; and b complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. 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 (including Independence Standards) (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. 39
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Grant Thornton Audit Pty Ltd Key audit matter How our audit addressed the key audit matter Exploration and evaluation assets – Note 3(i) & Note 11 At 30 June 2026, the carrying value of exploration and evaluation assets was $35,613,741. In accordance with AASB 6 Exploration for and Evaluation of Mineral Resources, the Group is required to assess at each reporting date whether there are any indicators of impairment which may suggest the carrying amount of exploration and evaluation assets exceeds their recoverable amount. The assessment of impairment indicators requires judgement, particularly in relation to the Group’s rights of tenure, planned and budgeted exploration activities, results from exploration activities and whether information exists to indicate that the carrying amount of each area of interest is unlikely to be recovered through successful development or sale. Management used an expert to support the process to evaluate the existence of indicators of impairment. This area is a key audit matter due to the auditor judgement in evaluating management’s assessment of impairment indicators for exploration and evaluation assets. Our procedures included: • Evaluating management’s impairment indicator assessment for each area of interest against the requirements of AASB 6; • Testing the accuracy of balances recorded for tenement acquisitions made during the period; • Evaluating management’s assessment of the existence of impairment indicators prepared in accordance with AASB 6, including: − tracing projects to statutory registers, exploration licences and third-party confirmations to determine whether rights of tenure expired or is expiring soon; − inspecting management’s budgeted expenditure for evidence of their intention to continue exploration and evaluation activities in the relevant areas of interest, corroborated with enquiries of management; and − considering whether any information existed to indicate that the carrying amount of exploration and evaluation assets was unlikely to be recovered through successful development or sale by assessing the reasonableness of management’s forecasts; • Evaluating the competence, capabilities and objectivity of management’s experts involved in the assessment of potential impairment indicators; and • Assessing the related disclosures against the requirements of Australian Accounting Standards. Information other than the financial report and auditor’s report thereon 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 2026, 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 we do not express any form of assurance conclusion thereon. 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 that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 (other than the consolidated entity disclosure statement); and b the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of: 40
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Grant Thornton Audit Pty Ltd i the financial report 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 Group’s ability 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 the Australian Auditing Standards 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. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf. This description forms part of our auditor’s report. Report on the remuneration report 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 Australian Auditing Standards. Grant Thornton Audit Pty Ltd Chartered Accountants B P Steedman Partner – Audit & Assurance Perth, 3 September 2026 Opinion on the remuneration report We have audited the Remuneration Report included in pages 7 to 10 of the Directors’ report for the year ended 30 June 2026. In our opinion, the Remuneration Report of Carnaby Resources Limited, for the year ended 30 June 2026 complies with section 300A of the Corporations Act 2001. 41
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Carnaby Resources Limited 42 2026 Annual Report to Shareholders ASX Additional Information AS AT 31 JULY 2026 S tock exchange listing Carnaby Resources Limited shares are listed on the Australian Stock Exchange. The Company’s ASX code is CNB. Distribution of shareholders 20 l argest shareholders The names of the twenty largest holders of quoted equity securities are listed below: S ubstantial shareholders The following shareholders have lodged substantial shareholder notices the Company as at 31 July 2026. U nmarketable parcels The number of shareholders holding less than a Marketable Parcel is 372. Range Total Holders Units % Units 1 - 1,000 696 423,340 0.15 1,001 - 5,000 1,512 4,152,052 1.50 5,001 - 10,000 626 4,918,176 1.78 10,001 - 100,000 1,146 38,536,633 13.96 100,001 Over 280 228,089,663 82.61 Rounding 0 Total 4,260 276,119,864 100.00 Rank Name Units % 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 48,237,913 17.47 2 CITICORP NOMINEES PTY LIMITED 13,808,336 5.00 3 GLENCORE AUSTRALIA HOLDINGS PTY LIMITED 10,724,585 3.88 4 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA 9,793,127 3.55 5 BNP PARIBAS NOMS PTY LTD 8,582,708 3.11 6 PALM BEACH NOMINEES PTY LIMITED 8,298,704 3.01 7 COSMO HOLDINGS (WA) PTY LTD <THE WATKINS FAMILY A/C> 6,666,999 2.41 8 BRAIDWOOD INVESTMENTS (WA) PTY LTD 6,483,871 2.35 9 HOOKIPA PTY LTD <G BARRETT FAMILY A/C> 6,328,289 2.29 10 ZERO NOMINEES PTY LTD <5063463 A/C> 4,500,000 1.63 11 PRECISION OPPORTUNITIES FUND LTD <INVESTMENT A/C> 4,000,000 1.45 12 UBS NOMINEES PTY LTD 3,805,927 1.38 13 WILBOW GROUP EQUITIES PTY LTD 3,100,000 1.12 14 MR MICHAEL JAMES HARGREAVES DUNCAN + MRS LORRAINE BETTY DUNCAN 2,500,000 0.91 15 GHJC PTY LIMITED 2,329,719 0.84 16 BNP PARIBAS NOMINEES PTY LTD <IB AU NOMS RETAILCLIENT> 2,059,179 0.75 17 MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTY LIMITED <NO 1 ACCOUNT> 1,879,537 0.68 18 FONT SF PTY LTD <FONTANALICE SUPER FUND A/C> 1,830,000 0.66 19 NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT> 1,789,295 0.65 20 M D H PTY LTD 1,540,000 0.56 148,258,189 53.69 Name of ordinary shareholder Number of shares held % of shares held Queensland Critical Minerals Fund 37,878,788 13. 72
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Carnaby Resources Limited 43 2026 Annual Report to Shareholders On-market buy back There is no current on-market buy back. V oting rights Ordinary shares On a show of hands every shareholder present in person or by proxy shall have one vote and upon a poll, each share shall have one vote. O ptions Options have no voting rights. S ecurities on issue subject to voluntary escrow There are no securities on issue subject to voluntary escrow. U nlisted options Class Number on Issue Number of Holders Holders with more than 20% Options over ordinary shares exercisable at $0.95 on or before 24 November 2026. 1,200,000 7 - Cosmo Holdings (WA) Pty Ltd <The Watkins Family A/C>: 400,000 options - Mr Paul Tan: 250,000 options Options over ordinary shares exercisable at $1.10 on or before 19 September 2027. 2,520,000 13 -Nil Options over ordinary shares exercisable at $0.59 on or before 15 December 2029. 1,500,000 6 - Mr Michael Breen: 500,000 options - Mr Paul Tan: 250,000 options Options over ordinary shares exercisable at $1.10 on or before 19 September 2027. 300,000 1 - Mr Justin Bartlett: 300,000 options Total 5,520,000
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Carnaby Resources Limited 44 2026 Annual Report to Shareholders Schedule of Tenements Tenement Location Ownership Mount Isa Inlier Copper and Gold Projects ML90240 Queensland 100% ML90125 Queensland 100% ML90128 Queensland 100% ML90183 Queensland 100% EPM9083 Queensland 100% EPM11013 Queensland 100% EPM14366 Queensland 100% EPM14369 Queensland 100% EPM17637 Queensland 100% EPM18223 Queensland 100% EPM18980 Queensland 100% EPM19008 Queensland 100% EPM25435 Queensland 100% EPM25439 Queensland 100% EPM25853 Queensland 100% EPM25972 Queensland 100% EPM26651 Queensland 100% EPM27101 Queensland 100% EPM27822 Queensland 100% EPM28238 Queensland 100% EPM28239 Queensland 100% EPM28634 Queensland 100% EPM26777 (Sub-blocks CLON958Y, CLON1030D and CLON1030J only) Queensland 51% Pilbara Gold and Lithium Projects E45/5743 Western Australia 100% E45/4638 Western Australia 100% E45/5622 Western Australia 80% E45/5822 Western Australia 100% E45/4801 Western Australia 100% Yilgarn Margin Projects E69/3509 Western Australia 100% E69/4200 Western Australia 100% E38/3289 Western Australia 100% E38/4016 Western Australia 100% Back Cover Photograph: Greater Duchess Copper Gold Project, Mount Isa Region, Queensland