Annual financial statement
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ABN 30 107 424 519 Iondrive Limited Annual Financial Report 30 June 2026
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2 Iondrive Limited – Consolidated Entity // Annual Report 2026 Contents Contents ................................ ................................ ................................ ................................ ............. 2 Letter to Shareholders ................................ ................................ ................................ ........................ 3 Directors’ Report ................................ ................................ ................................ ................................ 5 Remuneration Report (Audited) ................................ ................................ ................................ ........ 15 Meetings of Directors ................................ ................................ ................................ ....................... 23 Auditors Independence Declaration ................................ ................................ ................................ .. 25 Statement of Profit or Loss and Other Comprehensive Income ................................ ........................... 26 Statement of Financial Position ................................ ................................ ................................ ......... 27 Statement of Changes in Equity ................................ ................................ ................................ ......... 28 Statement of Cash Flows ................................ ................................ ................................ ................... 29 Notes to the Financial Statements ................................ ................................ ................................ ..... 31 Consolidated Entity Disclosure Statement ................................ ................................ ......................... 57 Directors’ Declaration ................................ ................................ ................................ ....................... 58 Independent Audit Report to the Members ................................ ................................ ....................... 59
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3 Iondrive Limited – Consolidated Entity // Annual Report 2026 Letter to Shareholders Dear Fellow Shareholders, On behalf of the Board of Directors and Management Team, it is with great pleasure that I present Iondrive Limited’s Annual Financial Report to Shareholders for the Financial Year ending 30 June 2026. The 2026 Financial Year was a significant year that saw Iondrive move from developing its technology, to proving its merits as a platform, and now to its early work at preparing to deploy it. Iondrive’s IONSolv™ technology, our proprietary metal extraction platform, represents a significant shift in how we approach the recovery of critical minerals from waste materials by using tuneable deep eutectic solvent chemistry on end-of-life e-waste, all at low temperatures and without the need for aggressive acids. While we have spent some time to date diligently proving the platform in a laboratory setting, we are now ready to move toward commercialisation, which is a critical milestone for the Company and marks its next era. There is an urgency for options when it comes to critical minerals emerging in key markets around the globe, with nations like the United States aggressively pushing toward establishing new domestic capabilities and reshoring key pieces of critical supply chains, Europe codifying circular economy approaches to things like battery materials, and even Australia facing overwhelming amounts of solar panels reaching end-of-life and becoming waste right here at home. Our IONSolv™ platform has been specifically designed to provide exactly that optionality for processing capabilities to recover critical minerals in an economic fashion. I am pleased to say that the technology has successfully been migrated from controlled settings and laboratory refinements now to being independently verified for its performance using commercially sourced feedstocks. We have also completed our first comprehensive techno-economic study for the first commercial plant that will provide a foundation for the initial rollout of IONSolv™ alongside securing key strategic U.S. government support as part of our broader strategy for deploying a number of modular processing units. Iondrive has been able to achieve very compelling validation work for IONSolv™ over the last 12 months, including the independent testwork that demonstrated leach recoveries of dysprosium at 93.5% and both neodymium and praseodymium at 96.5% from commercially sourced end-of-life magnet feedstock, and simultaneously achieving a 99.9% rejection rate for iron. These incredibly supply-constrained elements within the magnet bundle, including some of the highest-value like dysprosium, are where the true opportunity lies, and we were pleased to see that the recoveries demonstrated by IONSolv™ exceeded even our own projections and expectation. The IONSolv™ chemistry has been shown to thrive with these real-world industrial feedstocks as early proofs of concept, and we continue to expand the platform in hopes that we can make it a multi-feedstock and multi-output approach to recovery, with early work solar panels now showing early extraction efficiencies above 85% for silver. We hope to continue to develop the potential for the platform and truly provide the flexibility that global markets are looking for. In service of pursuing both the overarching pivot toward commercialisation, as well as moving into key target markets like the U.S., we were delighted to develop the Iondrive team as a reflection of the shifts we are undergoing; including the appointment of Mr Kevin Hobbie as our initial presence in the United States, as well as the appointment of Mr Lewis Utting as CEO during the key transition phase toward early commercialisation, and then Chief Strategy & Commercial Officer following the appointment of Dr Grant Caffery as our new CEO subsequent to the financial year. The Board of Directors, with the additional appointment of Dr Duncan Turner as Non-Executive Director, believe that these shifts are set to position Iondrive as an internationally operating business, rather than a research lab.
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4 Iondrive Limited – Consolidated Entity // Annual Report 2026 Iondrive’s roadmap ahead is very obvious to the Board of Directors. The Company has its sights set on the completion of the engineering definition that will lead to a solid commercial blueprint, commission the pilot plant by the end of the calendar year, and advance initial commercial efforts for the roll-out of Iondrive’s very first commercial module, such as advancing the Oklahoma Department of Commerce’s incentive package toward a final investment decision and its subsequent steps toward deployment. We understand that Iondrive is attacking an incredibly complex and global problem, all with a very ambitious approach and projects. However, we also believe that the last twelve months have demonstrated that the strategic rationale is a very “real” and worthy answer, and we hope to address the global demand for solutions like this at a commercially relevant scale. Again, on behalf of the Board of Directors and Management Team at Iondrive Limited, I want to thank all Shareholders for their continued support of the Company as we progress through what we anticipate will be our biggest year of activity surrounding IONSolv™ yet. We look forward to keeping you all updated through the financial year ahead. Michael McNeilly Chairman Iondrive Limited
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5 Iondrive Limited – Consolidated Entity // Annual Report 2026 Directors’ Report The Directors present their report of Iondrive Limited (ASX: ION) (the Company or Iondrive) and its controlled entities (the “Consolidated Group” or the “Group”) for the financial year ended 30 June 2026 (“2026 Financial Year” or “FY2026”). Principal Activities The principal continuing activities of the Group during the year relates to the commercialisation of the IONSolv TM recycling technology, including its application to the extraction of critical minerals from recycled magnets, e -waste, solar cells, Lithium-ion batteries. During the year, the Group sold its mineral exploration business based in South Korea. Financial Results The net result of operations for the Group for the year was a loss after income tax of $7,019,907 (2025: loss of $4,619,688). Dividends No dividends were declared in relation to the current financial year ended 30 June 202 6, and the directors do not recommend the payment of dividends in respect of the financial year. Review of Operations The 2026 financial year marked a strategic pivot for Iondrive as it moved from research and technology development into commercial execution, centred around its proprietary IONSolv ™ metal extraction platform technology. Iondrive achieved a number of critical milestones pertaining to preparations for commercial roll -out and initial commercialisation efforts, including milestones for the validation of IONSolv ™ recoveries, an initial entry into the United States market along with government support and early commercial arrangements, as well as key changes to the Group to support the transition to the new focus. Rare Earth Recovery: Process Improvements & Independent Validation Exceeds Initial Assumptions Independent testwork in the United States has now validated the IONSolv ™ platform’s performance across both light and heavy rare earth elements (“REE”) using feedstocks commercially sourced from domestic providers, with results confirming that recoveries exceeded the assumptions of the Group’s initial Techno-Economic Analysis (“TEA”). The testing was conducted by Kingston Process Metallurgy Inc. (under the direction of ProProcess Engineering), and utilised both magnet and e-waste feedstocks, which were supplied by Colt Recycling LLC (“Colt Recycling”) via the binding agreement taking effect from September 2025 (ASX announcement – 1 September 2025). • Light Rare Earths (Initial Performance) – demonstrated initial leach recoveries of 93.8% Neodymium (Nd) and 95.1% Praseodymium (Pr) using a 250kg bulk sample (ASX announcement – 16 April 2026). • Light Rare Earths (Optimisation & Improvements) – further optimisation increased the recovery for both Neodymium (Nd) and Praseodymium (Pr) each to 96.5% which surpassed initial assumptions (from earlier ASX announcement – 16 April 2026) of 95.5% and 92% respectively (ASX announcement – 15 June 2026). • Heavy Rare Earths – further optimisation also achieved 93.5% recovery rate for Dysprosium (Dy), which was a significant improvement against the 32.5% from the Group’s initial TEA (ASX announcement – 15 June 2026). • Impurity Rejection – quantified iron rejection demonstrated at 99.9% via solvent extraction steps in the IONSolv™ process, with no measurable co-extraction of target REEs (ASX announcement – 15 June 2026). Note: Reported figures are unaudited leach efficiencies and do not represent overall process recoveries, remaining subject to independent metallurgical verification.
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6 Iondrive Limited – Consolidated Entity // Annual Report 2026 November 2025 Techno-Economic Assessment (TEA) – 2,000 TPA Modular Rare Earths Plant Iondrive completed its first commercial-scale TEA to establish a case for the construction of modular units recovering rare earth oxides from end-of-life permanent magnets (NdFeB). The strategic rationale for the approach is to have a highly replicable model for multiple units to roll-out across the United States as magnet waste hubs, as opposed to a single facility. • Post-Tax NPV – US$7 million (10% real discount rate) • Post-Tax IRR – 46% • Anticipated Payback – 2.6 years • CapEx (Initial) – Approx. US$4.6 million • CapEx (Sustained) – Approx. US$2.3 million • Total OpCost (Anticipated Project Life) – Approx. US$44.3 million • EBITDA Margin – Approx. 38% The TEA evaluated a modular plant processing approximately 2,000 tonnes per annum of end -of-life NdFeB magnet feedstock over a 10-year operating life. Under the assumptions used in the November 2025 TEA, the plant was modelled to produce approximately 115 tonnes per annum of mixed rare-earth oxide, equivalent to approximately 0.058 tonnes of MREO per tonne of magnet feed processed. Revenue was expected to be driven primarily by recovered neodymium, praseodymium and dysprosium, with pricing benchmarked again st the relevant rare-earth oxide reference prices used in the TEA Phase 2 lab program is currently verifying reagent use, solvent recovery, solvent reuse, and other recovery rate potential, with the latest results being incorporated as part of an updated assessment. Initial U.S. Market Entry & Commercialisation for IONSolv™ The United States market for rare earths recovery is one of Iondrive’s primary targets for commercialisation of the IONSolv™ platform, due to its scale and strategic opportunities surrounding legislative incentives, as well as its current opening for new domestic refining capacities. The 2026 Financial Year consisted of several important milestones for the Group that have paved the way for its initial market entry into the U.S., including: • Initial Feedstocks Secured – initial binding agreement with Colt Recycling LLC to provide feedstock for evaluation as commercial supply and co-location of units (ASX announcement – 1 September 2025). • Executive Leadership in the U.S. – Mr Kevin Hobbie appointed as VP North America for Iondrive, bringing critical experience in commissioning commercial-scale battery recycling facilities in the United States (ASX announcement – 23 April 2026). • Initial Government Support in Oklahoma – Letter of Support received from the Oklahoma Department of Commerce (ODOC) for Iondrive’s first commercial U.S. processing module, identifying performance -based programs (e.g., payroll, tax, labour) estimated at approximately US$5.2 million for the firs t module and the possibility to scale across three modules for up to US$15 million, as well as additional operational support (e.g., site identification, supply chain integration, etc) from ODOC (ASX announcement – 29 June 2026). • U.S. Government Funding Pathway – Iondrive progressed the registrations, partnerships and application pathways required to pursue U.S. federal grants and other non-dilutive funding opportunities, including through SAM.gov and the Defense Industrial Base Consortium. This complements the performance-based incentives identified by the Oklahoma Department of Commerce and supports the Group’s broader U.S. commercialisation and defence supply-chain strategy. • Engineering Pathway Established – Iondrive advanced the engineering pathway for its first U.S. commercial module, including process optimisation and validation work with Kingston Process Metallurgy Inc and the
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7 Iondrive Limited – Consolidated Entity // Annual Report 2026 appointment of ProProcess Engineering to support process validation engineering design. This work is intended to refine the process design, mass balance, reagent and solvent recycling assumptions, capital requirements and operating costs ahead of FEED and a final investment decision . Pilot Plant: Redesigned for Flexibility & Multi-Feedstock Processing Capabilities Following Iondrive’s strategic review in February 2026, the Group developed a new approach to the plant’s design and scope of work as it is critical to achieving the milestones associated with commercialisation, as opposed to laboratory development and validation of the platform. The plant's scope was expanded to integrate a multi-feedstock flowsheet capable of processing e-waste, battery black mass, and solar cells. Additionally, transitioning to a mobile, skid -mounted design provides greater operational flexibility and lowers projected expenditures. To eliminate delays and reduce operating costs associated with deploying a pilot plant in Germany, operations will remain in Australia. Wet commissioning is scheduled for Q4 2026. IONSolv™ Platform Expansion During the Financial Year, Iondrive developed its IONSolv™ technology with additional verticals to expand toward a multi-feedstock and multi-output platform. Solar Panel Recycling Iondrive expanded its IONSolv™ platform to solar panel recycling, targeting high-purity silver and silicon recovery from end-of-life panels that are typically lost or downcycled during more conventional recycling processes. Graphite & Primary Concentrates Iondrive also broadened the IONSolv™ platform to add a high-value stream to battery recycling and virgin mining concentrates, with two key initiatives: • Anode-Grade Graphite – the Group is developing a process to convert waste graphite from spent lithium-ion batteries into anode-grade material in collaboration with the CSIRO which, unlike pyrometallurgical recycling that typically destroys graphite, is preserve by the IONSolv™ process (commenced 1 July 2025 during the Financial Year). • Virgin Concentrates – signed binding term sheet with LAT66 Limited (ASX:LAT) for the first application of IONSolv™ for primary mining concentrates, testing concentrate upgrading and metal recovery for mining projects in Finland at one of Europe’s largest undeveloped cobalt deposits ( ASX announcement – 21 October 2025). Strategic Partnership Developments & European Expansion The Group’s partnerships have been focused on three core pillars – securing feedstocks, access to non-dilutive funding opportunities, and getting independent validation work completed across its operations globally. During the Financial Year, Iondrive achieved key milestones related to its partnerships, including: • Life Cycle Assessment Benchmarking – joined international Life Cycle Assessment and Life Cycle Costing consortium being led by Fraunhofer FFB and RWTH Aachen University (ASX announcement – 18 August 2025). • Australian Feedstock Secured – signed a binding term sheet with Livium Limited (ASX:LIT) for the supply of crushed PV cells, battery black mass, and magnets containing REEs, providing an evaluation and framework to negotiate commercial supply and co-location of units (ASX announcement – 17 September 2025). • European Battery Consortium –core technology partner in the consortium commencing in Europe, led by PEM RWTH Aachen University, alongside Accurec, NEUMAN & ESSER, and Constantia Patz ( ASX announcement – 24 October 2025), with project backing of €3.137 million including a €2.068 million grant from the North Rhine Westphalia government.
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8 Iondrive Limited – Consolidated Entity // Annual Report 2026 Completed Divestment of South Korean Exploration During the 2026 Financial Year, Iondrive executed a binding share purchase and assignment agreement (ASX announcement – 8 April 2026) and successfully completed the divestment of its exploration business in South Korea, pivoting away from its initial exploration origins and continuing to concentrate its capital and resources on the commercialisation of IONSolv™ moving forward. The divestment of the exploration business was completed on 27 April 2026 through the sale of International Gold Private Pte Ltd, the 100% owned Singaporean holding company of Korea Metal Resources Ltd , which held the exploration business based in South Korea. Iondrive received total cash proceeds of $0.4 million. The divestment also eliminated approximately $0.6 million from the Group’s cost base annually. Corporate Funding During the 2026 financial year, Iondrive finalised a total of $4 million via a two-tranche placement at $0.044 per share: • The first tranche completed in November 2025, raising $3.4 million; and • The second tranche completed January 2026, raising $0.6 million. During the year ended 30 June 2026, the Group also received $3.7 million under grant funding under the Australian Government's Industry Growth Program to accelerate the commercialisation of its deep eutectic solvent (“DES”) metal extraction and critical minerals recovery technology. The non-dilutive funding reimburses 50% of eligible pilot plant construction and operational costs through to December 2026, up to maximum grant amount of $3.9 million, with Iondrive required to provide matching funding on a dollar-for-dollar basis. The timing of the grant has been extended to March 2027. The remaining $0.2 million grant is available for draw down upon completion of the pilot plant. Board & Management The Group also strengthened its leadership team with two key appointments: • Mr Duncan Turner joined the Board as a Non-Executive Director (January 2026). Dr Turner is a highly regarded metallurgist and chemist with extensive global experience in extractive metallurgy, hydrometallurgy and process innovation. He is best known as a co -developer of the Albion Process, a widely adopted oxidative leaching technology that underpins a significant proportion of global gold production today. His experience in scaling complex metallurgical processes from development through to commercial operation is considered highly complementary to Iondrive’s current strategic priorities as it enters this next phase for the Group, focused on scale-up and commercialisation. • Mr Lewis Utting appointed Chief Executive Officer (January 2026) Dr Ebbe Dommisse ceased as the Group’s CEO on 19 January 2026 and the Group’s Commercial Director, Mr Utting, was appointed interim CEO from this date. Mr Utting’s focus as CEO was to lay the foundation for commercial success of Iondrive while assisting to recruit an appropriate successor. Subsequent to 30 June 2026, Dr Grant Caffery was appointed CEO effective 1 August 2026, at which time Mr Utting has transitioned to the role of Chief Strategy and Commercial Officer. Additionally, Dr Jack Hamilton retired from the Board as a Non-Executive Director on 31 January 2026. Changes in State of Affairs There were no significant changes in the state of affairs of the Group other than that referred to in the Review of Operations, or in the financial statements or notes thereto. Of particular note, during the 2026 Financial Year, the Group divested the mineral exploration business based in South Korea.
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9 Iondrive Limited – Consolidated Entity // Annual Report 2026 Events Subsequent to Reporting Date Appointment of CEO On 20 July 2026, Iondrive announced the appointment of Dr Grant Caffery as Chief Executive Officer, effective 1 August 2026, completing the planned executive transition from a position of significant commercial strength for the Group as it advances its ongoing strategy for the commercialisation of IONSolv ™. Five-tonne Production Campaign Commissioned in North America On 3 August 2026, the Group announced that it has engaged Kingston Process Metallurgy Inc to undertake the Group’s first five-tonne IONSolv™ rare earth batch production campaign, targeting production of approximately 1.4 tonnes of mixed rare earth oxide (MREO) in Q4 CY2026. The campaign represents a significant transition from technical validation towards commercial-scale production, with the resulting MREO expected to support downstream customer qualification and refining programs in North America. Issue of Shares as Executive Remuneration On 6 August 2026, Iondrive issued 223,214 ordinary fully paid shares to its Chief Financial Officer as an annual incentive, following the Board's assessment of performance of the Group for the financial year ended 30 June 2026. Issue of Performance Rights to the VP North America On 6 August 2026, Iondrive granted 20,000,000 performance rights to Mr Hobbie, VP North America. The performance rights vest over six tranches, with the vesting of each tranche dependent on minimum service period s, together with the achievement of performance milestones and ION share price hurdles by the nominated vesting dates. Other than the above, there has not arisen any other matters or circumstances, since the end of the financial year which significantly affected or could affect the operations of the Group, the results of those operations, or the state of the Group in future years. Environmental Regulation and Performance Statement There have been no known environmental breaches attributed to the Group’s DES recycling technology to date. There were no known environmental breaches attributed to the Group’s exploration business prior to its divestment in April 2026. Options At the date of this report, the unissued ordinary shares of Iondrive Limited under option are as follows: Issue Date Date of Expiry Fair Value at Grant Date $ Exercise Price $ Number under Option Vested and Exercisable 22/02/2023 22/02/2027 $0.01213 $0.050 250,000 250,000 06/08/2024 06/08/2029 $0.00424 $0.012 20,625,000 18,125,000 03/12/2024 03/12/2028 $0.00440 $0.025 7,500,000 7,500,000 03/12/2024 03/12/2028 $0.00499 $0.025 6,000,000 6,000,000 09/12/2024 09/12/2028 $0.00442 $0.025 9,000,000 9,000,000 27/02/2025 27/02/2027 $0.01126 $0.042 10,000,000 10,000,000 27/02/2025 27/02/2028 $0.01057 $0.056 10,000,000 10,000,000 17/06/2025 03/03/2028 $0.01138 $0.025 5,000,000 5,000,000 19/01/2026 19/01/2030 $0.02622 $0.067 6,000,000 - 06/02/2026 06/02/2030 $0.02518 $0.067 26,000,000 26,000,000 100,375,000 91,875,000 The number of options in the above table represent the options as at the date of this Directors’ Report which may differ from the number of options shown elsewhere in the Annual Financial Statements as at 30 June 2026.
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10 Iondrive Limited – Consolidated Entity // Annual Report 2026 No option holders have any rights to participate in any issues of shares or other interests in the Iondrive. For details of options issued to Directors and Executives as remuneration, refer to the Remuneration Report. Performance Rights At the date of this report, the unissued ordinary shares of Iondrive Limited under performance rights are as follows: • 6,125,000 being the remaining performance rights originally granted as a long -term incentive for the Group’s CEO and CFO, agreed by the Board on 12 April 2024 and granted on 6 August 2024 following shareholder approval. 3,625,000 performance rights have vested as at the date of this report, while the remaining 2,500,000 performance rights vest when the 30-day volume weighted average price of Iondrive’s ordinary shares exceeds $0.10 at any time prior to 12 February 2027. Once the performance rights have vested, the holder may elect to convert the performance rights into ordinary shares at any time prior to 6 August 2029, with each performance right converting into one fully paid ordinary share. • 20,000,000 granted on 19 January 2026 to Mr Utting, the Group’s interim CEO, as a long-term incentive. Mr Utting was appointed interim CEO to lay the foundation for commercial success while assisting to recruit an appropriate successor. The incentive remains in place with Mr Utting having transitioned to a new role, as Chief Strategy & Commercial Officer (effective 1 August 2026). The performance rights vest upon the achievement of the following share price hurdles at any time prior to 19 January 2029: - 10,000,000 vest when the 30-day volume weighted average price of Iondrive’s ordinary shares exceeds $0.10 per share (Tranche 1); and - 10,000,000 vest when the 30-day volume weighted average price of Iondrive’s ordinary shares exceeds $0.20 per share (Tranche 2). Once the performance rights have vested, the holder may elect to convert the performance rights into ordinary shares at any time prior to 19 January 2029, with each performance right converting into one fully paid ordinary share. None of the performance rights have vested as at the date of this report. • 20,000,000 granted on 6 August 2026, to Mr Hobbie, VP North America. The performance rights vest over six tranches, with the vesting of each tranche dependent on minimum service period s, together with the achievement of performance milestones and ION share price hurdles by the nominated vesting dates. Once the performance rights have vested, the holder may elect to convert the performance rights into ordinary shares at any time prior to 15 June 2029, with each performance right converting into one fully paid ordinary share. None of the performance rights have vested as at the date of this report. Forward Looking Statements This Directors Report and Annual Financial Statements contain certain forward-looking statements that involve risks and uncertainties. Although we believe that the expectations reflected in the forward -looking statements are reasonable at this time, we can give no assurance that these expectations will prove to be correct. Given these uncertainties, readers are cautioned not to place undue reliance on any forward -looking statements. Actual results could differ materially from those anticipated in these forward-looking statements due to many important factors, risks and uncertainties including those risks detailed from time to time in the Company’s announcements to the ASX including, without limitation, risks that the technologies are not commercially viable, provisional patents may not result in successfully granted national patents, others may independently develop similar or improved technologies or design around patents or patent applications, or that granted patents will provide meaningful protection or competitive advantages. All reasonable efforts have been made to provide accurate information, but the Company does not undertake any obligation to release publicly any revisions to any “forward -looking statement” to reflect events or circumstances after the date of this presentation, except as may be require d under applicable laws. Recipients should make their own enquiries in relation to any investment decisions from a licensed investment advisor. Deep Eutectic Solvent (DES) technologies, including the Iondrive ’s IONSolvTM platform, have not yet been
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11 Iondrive Limited – Consolidated Entity // Annual Report 2026 demonstrated at full industrial scale. The metal recoveries, economics and application areas shown in this presentation are based on studies conducted by third parties, including Iondrive in some cases, and should not be interpreted as proof of commercial outcomes. Actual outcomes may differ materially.
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12 Iondrive Limited – Consolidated Entity // Annual Report 2026 Directors The following were Directors of the Iondrive at any time during the financial year, or at any time subsequent to the end of the financial year through to the date of this report, are as set out below: Michael McNeilly (Non-Executive Chair) Adam Slater (Non-Executive Director) Andrew Sissian (Non-Executive Director) Hugo Schumann (Non-Executive Director) Duncan Turner (Non-Executive Director, appointed 19 January 2026) John Hamilton (Non-Executive Director, resigned 31 January 2026) Details of Directors’ qualifications, experience and special responsibilities of the existing Directors are as follows: Michael McNeilly (Non-Executive Chair) BA (International Economics) Michael McNeilly is CEO, and Director of AIM/ASX dual listed natural resources investing company Metal Tiger Plc. Mr McNeilly has extensive experience in listed companies and is currently Non -Executive Director of ASX-listed Cobre Limited, Rapid Critical Minerals Ltd and Australian Mines Ltd. He sits on several private company boards within the Metal Tiger group. Past board appointments include MOD Resources Ltd (up to acquisition by Sandfire in November 2019), Metal Capital Ltd (until November 2018), Greatland Gold Plc (until October 2017), Arkle Resources Plc (until November 2019). Mr McNeilly also has a deep understanding of the equity capital markets having worked at broking house Arden Partners Plc and Allenby Capital Ltd where he was part of their corporate finance teams during 2011 -2015. Mr McNeilly studied Biology at Imperial College London and has a BA in International Economics at the American University of Paris. He is fluent in French. Mr McNeilly currently holds 3,479,292 shares and 14,000,000 options in Iondrive Limited. Adam Slater (Non-Executive Director) BA (Arts) Mr Slater is a seasoned professional with nearly three decades of experience in the commodities industry. From 2007 to 2018, he spearheaded the development of the commodity division at CWT Limited, an SGX -listed company, overseeing financial services, commodity brokerage, trading, and supply chain management. During this period, he served on the boards of all CWT Limited's commodity-related businesses, including chairing the board of MRI Trading. In 2019, Mr Slater shifted his focus to venture capital and private equity, taking on multiple board positions and advisory roles. He currently holds a non-executive role at Iondrive and is a member of OurCrowd's Global Investor Advisory Council. As a founding LP in Genesis Alternative Ventures, he sits on the LP Boards for their Funds I and II. He previously served on the board of Elminda (now part of NASDAQ-listed WAVD) and recently joined the board of TradeCloud Services Pte Ltd. A graduate of McGill University in East Asian Studies, Mr S later is fluent in English, Hebrew, and Chinese. Mr Slater currently holds 9,812,625 shares and 6,000,000 options in Iondrive Limited. Andrew Sissian (Non-Executive Director) CPA, MAcc, BCom (Finance) Mr Sissian is a seasoned corporate and capital markets executive and CPA. Mr Sissian is a co -founder and NED of Cobre Limited ASX.CBE and CEO of high growth IoT technology company Procon Telematics. Mr Sissian advises and partners with a range of companies in the technology and future minerals sectors. Mr Sissian has also spent more than a decade in equities and institutional banking including with the National Australia Bank in Australia and Shanghai and with Wilsons Advisory. Mr Sissian currently holds 4,433,621 shares and 9,000,000 options in Iondrive Limited.
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13 Iondrive Limited – Consolidated Entity // Annual Report 2026 Hugo Schumann (Non-Executive Director) BBusSc, MBA, CFA Mr Schumann is Chief Executive Officer of EverMetal Capital, a private equity-backed critical metals recycling platform, Co-Founder and Chairman of Refinium Inc., and a Non-Executive Director and Audit Committee Chair of Rare Earths Americas, Inc. (NYSE: REA). He was previously Chief Executive Officer of Elemental Group’s U.S. operations, overseeing large -scale e-waste and catalytic converter recycling across the United States, and a Non -Executive Director of ASX-listed Global Uranium and Enrichment (ASX: GUE), which was acquired by Snow Lake Resources. Earlier in his career he served as Chief Executive Officer of the Silver Division at Hindustan Zinc Limited, one of the world’s largest silver producers, and as Chief Financial Officer at Jetti Resources, where he played a central role in scaling its copper extraction technology and driving global adoption. His experience spans corporate strategy, capital markets and cross -border M&A, with particular expertise in critical minerals, sustainability and technology-driven growth. Mr Schumann holds an MBA from INSEAD and a Bachelor of Business Science in Finance and Chartered Accountancy from the University of Cape Town, has completed the Stanford Executive Program at Stanford Graduate School of Business, and is a CFA Charterholder. Mr Schumann currently holds 1,727,272 shares and 12,000,000 options in Iondrive Limited. Duncan W. Turner (Non-Executive Director) PhD, BSc (Hons) Dr Duncan Turner is a highly regarded metallurgist and chemist with extensive global experience in extractive metallurgy, hydrometallurgy, and process innovation across a broad range of commodities and industries, cited as an inventor on numerous patents. With nearly 35 years of industry experience, Duncan continues to excel as a Process and Technology Specialist, focusing on critical minerals and battery applications. He leads process and plant design initiatives for emerging projects that address growing global demand. Dr Turner began his career in R&D at MIM Holdings Limited (now Glencore) in 1992, and after moving abroad, advanced to General and Executive Management roles, including Managing Director, with various Australian, European, and UK-based private and public companies. These include Ennex International PLC, ZincOx Belgium SPRL, and Core Resources Pty Limited, where he managed engineering, technology development, and technical services departments. Duncan now serves as a Principal Technical Advisor, providing consulting services to the industry. Dr Turner has contributed to the development, marketing, and engineering design of the Albion Process, an oxidative leaching technology used globally in gold and base-metal applications. More recently, he has been heavily involved in graphite processing and anode production for Lithium-Ion Battery applications for European supply. His expertise in scaling complex metallurgical processes from development to commercial operation aligns closely with Iondrive’s strategic focus on technology scale-up and commercialisation, making him a valuable addition to the Board of Directors. Dr Turner currently holds 6,000,000 options in Iondrive Limited. Chief Executive Officer The following person held the position of Chief Executive Officer at the date of this report: Grant Caffery (appointed 1 August 2026) PhD, BEng (Hons) Dr Grant Caffery is an experienced executive with more than two decades of leadership across innovation, technology commercialisation, and the global resources sector. Prior to joining Iondrive, Dr Caffery was Head of Innovation at BHP, where he led the identification, development, and commercial application of new technologies across one of the world’s largest mining companies. He has worked at the intersection of industry, technology and even research, building strategic partnerships that accelerate the development and deployment of innovative technologies. Dr Caffery is leading Iondrive through its next phase of growth, focused on scaling the Group’s proprietary IONSolv™ process as a platform technology, from pilot operations to commercial deployment, as well as seeking to expand its
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14 Iondrive Limited – Consolidated Entity // Annual Report 2026 presence across global critical minerals markets like the United States as part of the Group’s commercialisation strategy. Dr Caffery currently holds no securities in Iondrive Limited. Chief Financial Officer and Company Secretary The following person held the position of Chief Financial Officer and Company Secretary at the date of this report: Ray Ridge BA (Acc), CA, GIA (cert) With over 30 years’ experience, Mr Ridge has held senior management positions in finance, compliance and commerce across a range of industries, including previous appointments as General Manager Commercial & Operations with the Utilities, Government and Power Business Group of Parsons Brinckerhoff, CFO of the Merchandise Division of Elders Ltd and Senior Audit Manager at Arthur Andersen. Mr Ridge has previously held, or currently holds, Chief Financial Officer and/or Company Secretary roles at four other ASX listed companies. Mr Ridge currently holds 11,499,217 shares, 6,125,000 options and 6,125,000 performance rights in Iondrive Limited.
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15 Iondrive Limited – Consolidated Entity // Annual Report 2026 Remuneration Report (Audited) The remuneration policy is designed to align Key Management Personnel objectives with shareholder and business objectives by providing a fixed remuneration package to Non-executive Directors and time-based remuneration to Executive Directors. The Board of Iondrive believes the policy to be appropriate and effective in attracting and retaining the best Directors and Executives to manage and direct the Group, as well as create goal congruence between Directors, Executives and shareholders. The Group’s policy for determining the nature and amounts of emoluments of board members and other Key Management Personnel of the Group is detailed below. Iondrive's constitution specifies that the total amount of remuneration for Non-Executive Directors shall be fixed from time to time by a general meeting. The current maximum aggregate cash remuneration for Non-Executive Directors has been set at $350,000 per annum. Directors may apportion any amount up to this maximum amount amongst the Non-executive Directors as they determine. Directors are also entitled to be paid reasonable travel, accommodation and other expenses incurred in performing their duties as Directors. The remuneration of the Chief Executive Officer (CEO) is determined by the Non-executive Directors and approved by the Board as part of the terms and conditions of employment which are subject to review from time to time. The remuneration of other executive officers and employees is determined by the CEO, subject to the approval of the Board. Non-executive Director remuneration is by way of fees and statutory superannuation contributions where applicable. Directors do not participate in schemes designed for remuneration of executives and are not provided with retirement benefits. The Group currently has no performance-based remuneration component built into Non-executive Director packages. The Group’s remuneration structure is based on a number of factors including the particular experience and performance of the individual in meeting key objectives of the Group. The Board is responsible for assessing relevant employment market conditions and achieving the overall, long-term objective of maximising shareholder value, through the retention of high-quality personnel. The Group has an Employee Incentive Plan approved by shareholders that enables the Board to offer eligible employees and consultants shares, options or performance rights to acquire ordinary fully paid shares in Iondrive. Under the terms of the Plan, shares, options and performance rights may be offered to the Group’s employees at no cost unless otherwise determined by the Board in accordance with the terms and conditions of the Plan. The objective of the Plan is to align the interests of employees, consultants and shareholders by providing employees and consultants of the Group with the opportunity to participate in the equity of Iondrive as an incentive to maximise the long-term performance. The employment conditions of the CEO are formalised in a contract of employment. The base salary as set out in the employment contract is reviewed annually. The CEO’s contract may be terminated at any time by either party with three months’ notice. The Group may terminate the contract without notice in instances of serious misconduct. Mr Ridge provides services in his capacity as a consultant to act as a Chief Financial Officer and Company Secretary of Iondrive. During the 2026 Financial Year there were no remuneration consultants engaged by the Group. CEO Remuneration The CEO’s remuneration comprises a base salary, a short -term incentive and a long-term incentive. These are detailed in section (d) of the Remuneration Report below. Shares issued on exercise of remuneration options No shares were issued to Directors or other Key Management Personnel as a result of the exercise of remuneration options during the financial year. Directors’ and other Key Management Personnel interests in shares and options Directors’ and other Key Management Personnel relevant interests in shares and options of Iondrive are disclosed in section (d) of the Remuneration Report and in Note 3 of the Financial Report.
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16 Iondrive Limited – Consolidated Entity // Annual Report 2026 Securities granted as remuneration to Directors’ and other Key Management Personnel 223,214 shares, 32,000,000 unlisted options and 20,000,000 performance rights were granted, or agreed to be granted, to Directors and key management personnel during the year, summarised as follows: - 223,214 shares were recognised as payable to the CFO, under the Group's Executive Short-Term Incentive for the 2026 Financial Year. The shares were subsequently issued on 6 August 2026. - 32,000,000 unlisted options were granted to Directors, following shareholder approval on 22 January 2026; and; - 20,000,000 performance rights were issued on 19 January 2026 as a long-term incentive to the interim CEO. Further details related to the above securities, that were issued to Directors and key management personnel as remuneration in the 2026 Financial Year, are detailed further in section (a) below. All securities granted and held by Directors & Key Management Personnel are disclosed in section (c). 3,000,000 options and 14,500,000 performance rights were exercised by Directors & Key Management Personnel during the 2026 Financial Year. Remuneration of Directors and Key Management Personnel This report details the nature and amount of remuneration for each Key Management Person of the Group. (a) Directors and Key Management Personnel The names and positions held by Directors and Key Management Personnel of the Group during or since the end of the financial year are: Directors Position M McNeilly Non-Executive Chairman A Slater Non-Executive Director A Sissian Non-Executive Director H Schumann Non-Executive Director D Turner Non-Executive Director (appointed 19 January 2026) J Hamilton Non-Executive Director (resigned 31 January 2026) Key Management Personnel Position G Caffery Chief Executive Officer (appointed 1 August 2026) L Utting Commercial Director (ceased 18 January 2026) Chief Executive Officer (19 January 2026 to 31 July 2026) Chief Strategy & Commercial Officer (appointed 1 August 2026) R Ridge Company Secretary & Chief Financial Officer E Dommisse Chief Executive Officer (ceased 19 January 2026)
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17 Iondrive Limited – Consolidated Entity // Annual Report 2026 (b) Remuneration Directors and Key Management Personnel 2026 Short Term Benefits Share Based Payments 4 Post Employment Primary Benefits Directors’ Fees Salary and Leave Cash Bonus Consulting fees Super Contribution Total Remuneration as share based $ $ $ $ $ $ $ % Directors M McNeilly 96,000 - - - 217,360 - 313,360 69% A Slater 55,000 - - - 163,020 - 218,020 75% A Sissian 55,000 - - - 163,020 - 218,020 75% H Schumann 55,000 - - - 163,020 - 218,020 75% D Turner1 22,210 - - 20,089 81,685 5,076 129,060 63% J Hamilton2 32,083 - - - - - 32,083 -% Other KMP E Dommisse 3 - 338,682 - - 20,200 24,420 383,302 5% R Ridge 5 - - 6,250 224,348 13,979 - 244,577 6% L Utting 5, 6 - - 50,000 294,200 648,397 - 992,597 65% 315,293 338,682 56,250 538,637 1,470,681 29,496 2,749,039 54% 1 Appointed 19 January 2026, 2 Resigned 31 January 2026, 3 Ceased as CEO 19 January 2026, with cessation of employment 19 April 2026. 4 Options and performance rights issued as share based payments: - 8,000,000 unlisted options issued to the Group’s Chairman, Mr Michael McNeilly, on 6 February 2026, following shareholder approval. The options vest immediately and are exercisable at $0.067 at any time through to the expiry date of 6 February 2030. The fair value of the options was calculated as $217,360 using the Black-Scholes method with volatility of 89%, an interest rate of 4.226% (based on the four-year Australian Government bond rate) and an underlying share price of $0.046, being the ASX closing price of ION’s shares prior to shareholder approval on 21 January 2026. - 18,000,000 unlisted options issued to three Non-Executive Directors on 6 February 2026, following shareholder approval: Mr Adam Slater (6,000,000); Mr Andrew Sissian (6,000,000); and Mr Hugo Schumann (6,000,000). The options vest immediately and are exercisable at $0.067 at any time through to the expiry date of 6 February 2030. The fair value of the options granted to each Director was calculated as $163,020 using the Black-Scholes method with volatility of 89%, an interest rate of 4.226% (based on the four-year Australian Government bond rate) and an underlying share price of $0.046, being the ASX closing price of ION’s shares prior to shareholder approval on 21 January 2026. - 6,000,000 unlisted options issued to Dr Duncan Turner on 19 January 2026. The options vest at Dr Turner’s re-election at the 2026 AGM and are exercisable at $0.067 at any time through to the expiry date of 19 January 2030. The fair value of the options was calculated as $157,320 using the Black-Scholes method with volatility of 89%, an interest rate of 4.229% (based on the four-year Australian Government bond rate) and an underlying share price the day prior to Board approval of $0.045 (ASX closing price on 16 January 2026). The fair value of the options is being expensed over the estimated 10-month vesting period, with $81,685 expensed in the financial year ended 30 June 2026. - A long-term incentive plan comprising 24,500,000 unlisted options and 24,500,000 performance rights was agreed with the Group’s then CEO on 12 April 2024 and granted on 6 August 2024, following shareholder approval. Following a minimum service period to 12 August 2025, the options and performance rights vest in four tranches dependent on share price performance hurdles (refer section (c) of the remuneration report). The fair value of these securities was calculated using the Monte Carlo method as $103,775 for the options and $125,000 for the performance rights. The total fair value of $228,775 is being expensed over the minimum service period between 12 April 2024 and 12 August 2025, with $20,200 expensed in the financial year ended 30 June 2026 (2025: $171,464). The share price hurdles were achieved for the first three tranches, and the fourth tranche of 10,000,000 options and 10,000,000 performance rights lapsed following Mr Dommisse’s cessation as CEO. - A long-term incentive plan comprising 6,125,000 unlisted options and 6,125,000 performance rights was agreed with the Group’s CFO on the same basis as the long-term incentive agreed with Group’s CEO as noted above (refer section (c) of the remuneration report). The fair value of these securities was calculated using the Monte Carlo method as $25,944 for the options and $31,250 for the performance rights. The total fair value of $57,194 is being expensed over the minimum service period between 12 April 2024 and 12 August 2025, with $5,050 expensed in the financial year ended 30 June 2026 (2025: $42,866). - 20,000,000 performance rights were granted to the acting CEO/Commercial Director, Mr Lewis Utting, on 19 January 2026 under a long- term incentive scheme. The performance rights vest, after a minimum service period to 18 July 2026, in two tranches dependent on share price performance hurdles (refer section (c) of the remuneration report). The fair value of these performance rights was calculated, using the Monte Carlo valuation method, using a volatility of 112%, an interest rate of 4.081% (the four-year Australian Government bond rate) and an underlying share price the day prior to the agreement date of $0.045. The total fair value of the performance rights of $720,000 is being expensed over the 6-month vesting period, with $648,398 expensed in the financial year ended 30 June 2026. 5 The annual incentives for the interim CEO and the CFO are based on an annual performance assessment by the Board. The interim CEO’s maximum annual incentive was $50,000, payable in cash. As the CFO does not receive a fixed salary, the maximum bonus for the CFO has been set as 25% of the CEO’s maximum, with half of the bonus payable in cash and half payable in shares. The Board granted the following incentives for the 2026 Financial Year: - the interim CEO $50,000 to be settled in cash.
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18 Iondrive Limited – Consolidated Entity // Annual Report 2026 - the CFO $12,500, with $6,250 settled in cash and $6,250 to be settled through the issuance of 223,214 shares (with the price of the shares determined by the 30-day VWAP at the commencement of the 2026 Financial Year, being $0.028 per share). For financial reporting purposes, the shares were valued at $8,929 or $0.040 per share, being the share price prior to the date of board approval. 6 Commercial Director 20 November 2024 to 18 January 2026, interim CEO 19 January 2026 to 31 July 2026. Remuneration Directors and Key Management Personnel 2025 Short Term Benefits Share Based Payments 3, 4 Post Employment Primary Benefits Directors’ Fees Salary and Leave Cash Bonus4 Consulting fees Super Contribution Total Remuneration as share based $ $ $ $ $ $ $ % Directors M McNeilly 95,250 - - - 26,520 - 121,770 22% J Hamilton 55,000 - - - 5,756 - 60,756 9% A Slater 55,000 - - - 5,756 - 60,756 9% A Sissian 55,000 - - - 13,260 - 68,260 19% H Schumann1 32,083 - - - 30,240 - 62,323 49% J Rock2 20,000 - - - 791 - 20,791 4% Other KMP E Dommisse - 320,068 41,079 - 348,067 29,932 739,146 47% R Ridge - - 10,270 178,192 87,017 - 275,479 32% L Utting5 - - - 140,509 44,000 - 184,509 24% 312,333 320,068 51,349 318,701 561,407 29,932 1,593,790 35% 1 Appointed 3 December 2024, 2 Resigned 22 November 2024 3 Options and performance rights issued as share based payments: - 6,000,000 unlisted options issued to Mr Michael McNeilly on 9 December 2024, following shareholder approval. The options vest immediately and are exercisable at $0.025 at any time through to the expiry date of 9 December 2028. The fair value of the options was calculated as $26,520 using the Black-Scholes method with volatility of 75% and an interest rate of 4.152% (based on the four-year Australian Government bond rate) and an underlying share price the day prior to shareholder approval of $0.011, being the ASX closing price of ION’s shares prior to AGM approval on 21 November 2024. - 3,000,000 unlisted options issued to Dr John Hamilton on 9 November 2023. The options vested upon his re-election at the Group’s 2024 AGM, have an exercise price of $0.025 and expire on 9 November 2027. The fair value of the options was calculated as $15,960 using the Black-Scholes method with volatility of 71% and an interest rate of 4.3% (based on the three-year Australian Government bond rate) and an underlying share price of $0.013 being the closing price the day prior to execution of his contract of appointment as a director on 7 November 2023. The fair value of the options was expensed over the one-year vesting period to November 2024, with $5,756 expensed in the financial year ended 30 June 2025 (2024: $10,204). - 3,000,000 unlisted options issued to Mr Adam Slater on 9 November 2023. The options vested upon his re-election at the Group’s 2024 AGM have an exercise price of $0.025 and expire on 9 November 2027. The fair value of the options was calculated as $15,960 using the Black-Scholes method with volatility of 71% and an interest rate of 4.3% (based on the three-year Australian Government bond rate) and an underlying share price of $0.013 being the closing price the day prior to execution of his contract of appointment as a director on 7 November 2023. The fair value of the options was expensed over the one-year vesting period to November 2024, with $5,756 expensed in the financial year ended 30 June 2025 (2024: $10,204). - 3,000,000 unlisted options issued to Mr Andrew Sissian on 9 December 2024, following shareholder approval. The options vest immediately and are exercisable at $0.025 at any time through to the expiry date of 9 December 2028. The fair value of the options was calculated as $13,260 using the Black-Scholes method with volatility of 75% and an interest rate of 4.152% (based on the four-year Australian Government bond rate) and an underlying share price the day prior to shareholder approval of $0.011, being the ASX closing price of ION’s shares prior to AGM approval on 21 November 2024. - 6,000,000 unlisted options were granted a Director, Mr Hugo Schumann, on 3 December 2024. The options vest immediately and are exercisable at $0.025 at any time through to the expiry date of 3 December 2028. The $30,240 fair value of the options was calculated, using the Black Scholes valuation method, using a volatility of 75%, an interest rate of 4.128% (the four-year Australian Government bond rate) and an underlying share price the day prior to shareholder approval of $0.011, being the ASX closing price of ION’s shares on 2 December 2024. - 3,000,000 unlisted options issued to Mr John Rock on 24 July 2023, following shareholder approval. The options have an exercise price of $0.04, vest after a one-year minimum service period to 24 July 2024 and expire on 23 July 2026. The fair value of the options was calculated as $12,060 using the Black-Scholes method with volatility of 62% and an interest rate of 3.9% (based on the three-year Australian Government bond rate) and an underlying share price of $0.018 being the closing price the day prior to shareholder approval. The fair value of the options is being expensed over the 12-month vesting period, with $791 expensed in the financial year ended 30 June 2025 (2024: $11,269). - A long-term incentive plan comprising 24,500,000 unlisted options and 24,500,000 performance rights was agreed with the Group’s CEO on 12 April 2024 and granted on 6 August 2024, following shareholder approval. The options and performance rights vest, after a minimum service period to 12 August 2025, in four tranches dependent on share price performance hurdles (refer section (c) of the remuneration report). The fair value of these securities was calculated using the Monte Carlo method as $103,775 for the options and
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19 Iondrive Limited – Consolidated Entity // Annual Report 2026 $125,000 for the performance rights. The total fair value of $228,775 is being expensed over the minimum service period between 12 April 2024 and 12 August 2025, with $171,464 expensed in the financial year ended 30 June 2025 (2024: $37,311). - A long-term incentive plan comprising 6,125,000 unlisted options and 6,125,000 performance rights was agreed with the Group’s CFO on the same basis as the long-term incentive agreed with Group’s CEO as noted above (also refer section (c) of the remuneration report). The fair value of these securities was calculated using the Monte Carlo method as $25,944 for the options and $31,250 for the performance rights. The total fair value of $57,194 is being expensed over the minimum service period between 12 April 2024 and 12 August 2025, with $42,866 expensed in the financial year ended 30 June 2025 (2024: $9,278). - 10,000,000 unlisted options were granted to the Commercial Director, Mr Lewis Utting, on 3 December 2024 under a consultancy agreement. The options vest upon the achievement of a number of performance milestones over a 12-month period and are exercisable at $0.025 at any time through to the expiry date of 3 December 2028. The $44,000 fair value of the options was calculated, using the Black Scholes valuation method, using a volatility of 75%, an interest rate of 4.128% (the four-year Australian Government bond rate) and an underlying share price the day prior to the agreement date of $0.011. 4,250,000 of these options vested in the year ended 30 June 2025. 4 The CEO and CFO annual bonuses are based on an annual performance assessment by the Board against pre-set corporate key performance indicators. The CEO’s maximum annual bonus is 20% of his annual salary - as the CEO was engaged on 12 February 2024, the Board determined the base salary for the initial period would be calculated on the CEO’s salary from that commencement date to 30 June 2025, resulting in a maximum bonus of $96,658. As the CFO does not receive a fixed salary, the maximum bonus for the CFO has been set as 25% of the CEO’s maximum. Half of the bonus is payable in cash and the other half payable in shares (with the price of the shares determined by the 30-day VWAP at the commencement of the financial year, being $0.0107 per share). The Board assessed that 85% of the KPI’s were achieved, resulting in the following bonuses: - the CEO bonus amount of $82,159, with $41,079 settled in cash and $41,079 to be paid by the issuance of 3,839,201 shares, calculated at the set price of $0.0107 per share. For financial reporting purposes, the 3,839,201 shares were valued at $176,603 or $0.046 per share, being the share price prior to the date of board approval. - the CFO bonus amount of $20,540, with $10,270 settled in cash and $10,270 to be paid by the issuance of 959,800 shares, calculated at the set price of $0.0107 per share. For financial reporting purposes, the 959,800 shares were valued at $44,151 or $0.046 per share, being the share price prior to the date of board approval. 5 Appointed 20 November 2024. (c) Securities Held by Directors and Key Management Personnel The number of ordinary shares held by Directors and Key Management Personnel in Iondrive Limited during the financial year is as follows: 30 June 2026 Balance at beginning of year (or at appointment) Acquired/ (disposed) on market Participation in Placement Annual Incentive Options/Rights Exercised Balance at end of year (or at cessation) M McNeilly 2,911,111 - 568,181 - 3,479,292 A Slater 6,244,444 - 568,181 3,000,000 9,812,625 A Sissian 4,206,349 - 227,272 - 4,433,621 H Schumann 1,500,000 - 227,272 - 1,727,272 D Turner1 - - - - - L Utting 7,142,856 (269,630) 681,818 - - 7,555,044 R Ridge 9,634,385 - 681,818 959,800 - 11,276,003 J Hamilton2 5,873,015 - - 5,873,015 E Dommisse3 1,825,396 - 681,818 3,839,201 14,500,000 20,846,415 39,337,556 (269,630) 3,636,360 4,799,001 17,500,000 65,003,287 1 Appointed 19 January 2026, 2 Resigned 31 January 2026, 3 Resigned 19 April 2026.
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20 Iondrive Limited – Consolidated Entity // Annual Report 2026 The number of unlisted options over ordinary shares held by Directors and Key Management Personnel in Iondrive during the year is as follows: 30 June 2026 Balance at beginning of year (or date of appointment) Options granted Disposed (other) Balance at end of year (or at date of cessation) Vested and exercisable M McNeilly 6,600,000 8,000,000 (600,000)6 14,000,000 14,000,000 A Slater 3,000,000 6,000,000 (3,000,000)5 6,000,000 6,000,000 A Sissian 3,000,000 6,000,000 - 9,000,000 9,000,000 H Schumann 6,000,000 6,000,000 - 12,000,000 12,000,000 D Turner1 - 6,000,000 - 6,000,000 - J Hamilton2 3,000,000 - - 3,000,000 3,000,000 E Dommisse3 24,500,000 - (10,000,000)4 14,500,000 14,500,000 R Ridge7 6,225,000 - (100,000)6 6,125,000 3,625,000 L Utting 10,000,000 - (2,500,000)6 7,500,000 7,500,000 62,325,000 32,000,000 (16,200,000) 78,125,000 69,625,000 1 Appointed 19 January 2026, 6,000,000 options vest upon re-lection at the Group’s 2026 AGM. 2 Resigned 31 January 2026. 3 Resigned 19 April 2026. 4 Options lapsed upon cessation of employment. 5 Options Exercised. 6 Options lapsed. 7 Refer footnote 1 of the performance rights table below. The number of unlisted performance rights over ordinary shares held by Directors and Key Management Personnel in Iondrive during the year is as follows: 30 June 2026 Balance at beginning of year Performance rights granted Performance rights exercised Performance rights lapsed Balance at end of year (or at date of cessation) Vested and exercisable L Utting1 - 20,000,000 - - 20,000,000 - R Ridge2 6,125,000 - - - 6,125,000 3,625,000 E Dommisse2/3 24,500,000 - (14,500,000) (10,000,000) - - 30,625,000 20,000,000 (14,500,000) (10,000,000) 26,125,000 3,625,000 3Resigned 19 April 2026. 1 On 19 January 2026, Iondrive granted 20,000,000 performance rights, as a long-term incentive, to Mr Utting, the Group’s newly appointed interim CEO. Mr Utting was appointed interim CEO to lay the foundation for commercial success while assisting with the recruitment of an appropriate successor. The incentive remains in place as Mr Utting transitions to a new role, as Chief Strategy & Commercial Officer (effective 1 August 2026). The performance rights vest, after a minimum service period to 18 July 2026, subject to the achievement of the following share price hurdles at any time prior to 19 January 2029: Price Hurdles Fair Value per Performance Right Number of Performance Rights to Vest Tranche 1 $0.10 $0.039 10,000,000 Tranche 2 $0.20 $0.033 10,000,000 20,000,000 Once the performance rights have vested, the holder may elect to convert the performance rights into ordinary shares at any time prior to 19 January 2029, with each performance right converting into one fully paid ordinary share. None of the performance rights have vested as at 30 June 2026. Further information in relation to the fair value calculation is provided in section (b) above. 2 On 12 April 2024, a long-term incentive plan was agreed with the Group’s CEO, Mr Dommisse (ceased 19 January 2026), and CFO, Mr Ridge. The long-term incentive plan comprised a total of 30,625,000 performance rights and 30,625,000 unlisted options. The options and performance rights were granted on 6 August 2024, following shareholder approval on 18 July 2024. The minimum service period to 12 August 2025 has been achieved, the refore the options and performance rights are available for vesting in four tranches when the 30 -day volume weighted average price of Iondrive’s ordinary shares exceeds the following price hurdles at any time prior to 12 February 2027:
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21 Iondrive Limited – Consolidated Entity // Annual Report 2026 Price Hurdles Fair Value per Option Fair Value per Performance Right CEO Number of Options CEO Number of Performance Rights CFO Number of Options CFO Number of Performance Rights Tranche 1 $0.017 $0.0063 $0.0087 2,250,000 2,250,000 562,500 562,500 Tranche 2 $0.025 $0.0056 $0.0073 2,250,000 2,250,000 562,500 562,500 Tranche 3 $0.050 $0.0044 $0.0052 10,000,000 10,000,000 2,500,000 2,500,000 Tranche 4 $0.075 $0.0033 $0.0037 10,000,000 10,000,000 2,500,000 2,500,000 24,500,000 24,500,000 6,125,000 6,125,000 Movements in the year ended 30 June 2026: Exercised - (14,500,000) - - Lapsed (10,000,000) (10,000,000) - - Balance as at 30 June 2026 14,500,000 - 6,125,000 6,125,000 Vested as at 30 June 2026 14,500,000 - 3,625,000 3,625,000 Vested performance rights and options convert into one fully paid ordinary share upon exercise. The share price hurdles have been achieved for Tranches 1 to 3, with those options and performance rights having vested. Mr Dommisse has exercised his vested performance rights. The unvested tranche 4 options and performance rights, held by Mr Dommisse, lapsed upon cessation of employment. Further information in relation to the fair value calculation is provided in section (b) above. The above number of securities as at 30 June 2026, may differ from the number of holdings disclosed in the Directors Report, as the Directors Report provides each Directors’ security holdings as at the date of the Directors report. (d) Service agreements Mr Dommisse ceased as the Group’s CEO on 19 January 2026 and Mr Utting was appointed interim CEO to lay the foundation for commercial success of the Group while assisting to recruit an appropriate successor. Mr Utting continued as CEO for the remainder of the year ended 30 June 2026. Subsequent to 30 June 2026, Mr Grant Caffery was appointed CEO effective 1 August 2026, at which time Mr Utting transitioned to the role of Chief Strategy and Commercial Officer. Remuneration and other items of employment for the interim CEO, Mr Utting were formalised in a consultancy agreement approved by the Board. The major provisions were as follows: • Mr Utting was engaged under a fixed term agreement of 6 months from 19 January 2026 to 19 July 2026. The term was extended by agreement to 31 July 2026. • Monthly remuneration of $25,000. • A long-term incentive consisting of 20,000,000 performance rights. The terms of these securities are summarised in section (c) above. • An incentive payment, to be assessed by the board, of up to $50,000. • Termination without notice in the event Mr Utting engages in misconduct or refuses lawful and reasonable directions. • Termination without cause by either party with the provision of maximum three calendar months’ notice or by agreement in writing by the parties. Remuneration and other items of employment for the former CEO, Mr Dommisse, were formalised in an employment agreement approved by the Board. The major provisions of the employment agreement were as follows: • An annual salary of $364,000, inclusive of statutory superannuation. • A Short-Term Incentive program with performance assessed by the Board against pre -set corporate key performance indicators. The maximum annual bonus under the STI program is 20% of the CEO’s annual salary, with half of the bonus amount payable in cash and the other half payable in shares (with the price of the shares determined by the 30-day VWAP at the commencement of the financial year). No incentive amount was payable for the year ended 30 June 2026. • A long-term incentive consisting of 24,500,000 performance rights and 24,500,000 options granted on 6 August 2024 following shareholder approval on 18 July 2024. The terms of these securities are summarised in section (c) above.
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22 Iondrive Limited – Consolidated Entity // Annual Report 2026 • Termination without notice in the event that Mr Dommisse engages in misconduct or refuses lawful and reasonable directions. • Termination without cause by either party with the provision of maximum three calendar months’ notice or by agreement in writing by the parties. The Group has a service agreement with an entity associated with Mr Ridge to provide financial services. The contract is subject to a three-month termination without cause. (e) Post-employment/retirement and termination benefits There were no post-employment retirement and termination benefits paid or payable to Directors or Key Management Personnel, other than as disclosed elsewhere in the Remuneration Report. (f) Amounts payable to Directors and Key Management related entities 2026 $ 2025 $ Payable to Michael McNeilly – Director Fees 8,010 8,000 Payable to Adam Slater – Director Fees 4,583 4,583 Payable to Andrew Sissian – Director Fees 4,583 4,583 Payable to Jack Hamilton – Director Fees - 5,042 Payable to Hugo Schumann – Director Fees 9,166 4,583 Payable to Duncan Turner – Consulting Fees 7,500 - Payable to Ebbe Dommisse – Annual Incentive - 41,079 Payable to Ebbe Dommisse – Annual Incentive Shares - 176,603 Payable to Ray Ridge – Consultancy Fees 34,781 49,869 Payable to Ray Ridge – Annual Incentive 6,250 10,270 Payable to Ray Ridge – Annual Incentive Shares 8,929 44,151 Payable to Lewis Utting – Consultancy Fees - 21,120 Payable to Lewis Utting – Annual Incentive 50,000 - 133,802 369,883 (g) Voting at 2025 AGM Iondrive Limited received 99.8% of ‘yes’ votes on its remuneration report for the 2025 financial year. Iondrive did not receive any specific feedback at the AGM on its remuneration report. End of Audited Remuneration Report
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23 Iondrive Limited – Consolidated Entity // Annual Report 2026 Meetings of Directors Iondrive held 9 meetings of Directors (including committees of Directors) during the financial year. Attendances by each Director during the year were as follows: Director Meetings Audit Committee Meetings Number of Meetings Eligible to Attend Number of Meetings Attended Number of Meetings Eligible to Attend Number of Meetings Attended M McNeilly 7 7 - - A Slater 7 6 - - A Sissian 7 6 2 2 H Schumann 7 5 1 1 D Turner1 3 3 - - J Hamilton2 4 4 1 1 1 Appointed 19 January 2026; 2 Resigned 31 January 2026. Non-audit services The Board of Directors is satisfied that the provision of the non -audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services, as set out below, did not compromise the audit independence requirement of the Corporations Act 2001. All non-audit services have been reviewed by the Board to ensure they do not adversely affect the integrity and objectivity of the auditor. The nature of the services provided do not compromise the general principle relating to auditor independence as set out in the APES 110 Code of Ethics for Professional Accountants (including independence standards) set by the Accounting Professional and Ethical Standards Board. Non-audit services paid and/or payable to the external auditors during the year ended 30 June 202 6 were Nil (2025: Nil). Indemnification and insurance of officers Iondrive is required to indemnify the Directors and other officers of the Group against any liabilities incurred by the Directors and officers that may arise from their position as Directors and officers of the Group. No costs were incurred during the year pursuant to this indemnity. The Group has entered into deeds of indemnity with each Director whereby, to the extent permitted by the Corporations Act 2001, the Group agreed to indemnify each Director against loss and liability as an officer of the Group, including all liability in defending any relevant proceedings. Insurance Premiums Since the end of the previous year the Group has paid premiums in respect of an insurance contract covering the liability and associated legal expenses of Directors and Officers. The terms of the policies prohibit disclosure of details of the insurance cover and the premium paid. Proceedings on behalf of the Group No person has applied to the Court for leave to bring proceedings on behalf of the Group or to intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings. The Group was not a party to any such proceedings during the year.
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24 Iondrive Limited – Consolidated Entity // Annual Report 2026 Auditor of the Group The auditor of the Group for the financial year was Grant Thornton Audit Pty Ltd. Auditor’s Independence Declaration The auditor’s independence declaration as required by section 307C of the Corporations Act 2001 for the year ended 30 June 2026 is set out immediately following the Directors’ report. The report of Directors, incorporating the Remuneration Report is signed in accordance with a resolution of the Board of Directors: M McNeilly Chairman Dated at Adelaide, this 31st day of August 2026.
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Grant Thornton Audit Pty Ltd Grant Thornton House Level 3 170 Frome Street Adelaide SA 5000 GPO Box 1270 Adelaide SA 5001 T +61 8 8372 6666 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. Auditor’s Independence Declaration To the Directors of Iondrive Limited In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Iondrive 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 I S Kemp Partner – Audit & Assurance Adelaide, 31 August 2026
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26 Iondrive Limited – Consolidated Entity // Annual Report 2026 Statement of Profit or Loss and Other Comprehensive Income for the Year ended 30 June 2026 Consolidated Note 2026 $ 2025 $ Interest income 84,834 81,817 Grant Income 2,133,858 - R&D Tax Incentive 1,418,601 1,086,350 R&D expenditure (6,369,610) (2,854,972) Salaries and wages (540,215) (253,510) Directors’ fees (317,959) (312,333) Shareholder relations (242,244) (164,742) Other consulting expenses (723,443) (398,038) Other administrative expenses (973,261) (495,496) Depreciation (4,328) (40,373) Impairment 7(a) (144,986) - Realised foreign exchange loss (1,953) (5,282) Share based payments – options 17 (829,653) (644,268) Share based payments – performance rights 17 (671,644) (117,107) Share based payments – shares 17 (8,929) (324,575) Loss before income tax (7,190,932) (4,442,529) Income tax expense attributable to loss from ordinary activities 2 - - Loss for the year from continuing operations (7,190,932) (4,442,529) Profit/(Loss) after income tax from discontinuing operations 14(d) 171,025 (177,159) Loss after income tax expense from total operations (7,019,907) (4,619,688) Other comprehensive income Items that may be reclassified to profit or loss: Exchange differences on translation 14,952 821 Reclassification on sale of investment 14(d) 180,707 - Total comprehensive loss (6,824,248) (4,618,867) Loss per Share from continuing operations Basic (cents per share) – Profit/(Loss) 19 (0.57) (0.49) Diluted (cents per share) – Profit/(Loss) 19 (0.57) (0.49) Profit/(Loss) per Share from discontinued operations Basic (cents per share) – Profit/(Loss) 19 0.01 (0.02) Diluted (cents per share) – Profit/(Loss) 19 0.01 (0.02) Loss per Share from total operations Basic (cents per share) – Profit/(Loss) 19 (0.56) (0.51) Diluted (cents per share) – Profit/(Loss) 19 (0.56) (0.51) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
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27 Iondrive Limited – Consolidated Entity // Annual Report 2026 Statement of Financial Position as at 30 June 2026 Consolidated Note 2026 $ 2025 $ CURRENT ASSETS Cash and cash equivalents 4 6,968,972 5,867,961 Receivables 5 1,188,919 1,141,940 Other assets 6 162,424 316,679 Assets classified as held for sale 14(c) - 119,798 TOTAL CURRENT ASSETS 8,320,315 7,446,378 NON-CURRENT ASSETS Plant and equipment 9,404 13,732 Intangible assets 7 1,304,870 1,449,856 Other assets 6 - 83,669 TOTAL NON-CURRENT ASSETS 1,314,274 1,547,257 TOTAL ASSETS 9,634,589 8,993,635 CURRENT LIABILITIES Trade and other payables 8 1,750,230 1,225,663 Other Financial Liabilities 9 1,671,232 30,000 Provisions – Employee Benefits 10 11,520 35,009 Liabilities associated with assets classified as held for sale 14(c) - 248,082 TOTAL CURRENT LIABILITIES 3,432,982 1,538,754 NON-CURRENT LIABILITIES Provisions – Employee Benefits 10 2,736 3,045 TOTAL NON-CURRENT LIABILITIES 2,736 3,045 TOTAL LIABILITIES 3,435,718 1,541,799 NET ASSETS 6,198,871 7,451,836 EQUITY Issued capital 11 76,013,950 71,855,966 Reserves 24 2,195,631 812,967 Retained losses (72,010,710) (65,217,097) TOTAL EQUITY 6,198,871 7,451,836 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
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28 Iondrive Limited – Consolidated Entity // Annual Report 2026 Statement of Changes in Equity for the Year ended 30 June 2026 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. Issued Capital Retained Losses Share- Based Payment Reserve Foreign Currency Translation Reserve Total $ $ $ $ $ Balance at 30 June 2024 64,582,718 (60,621,659) 269,251 (194,230) 4,036,080 Profit or loss - (4,619,688) - - (4,619,688) Other comprehensive income - - - 821 821 Total comprehensive income - (4,619,688) - 821 (4,618,867) Issue of share capital 7,407,848 - - - 7,407,848 Options exercised 319,398 - - - 319,398 Options & performance rights lapsed - 24,250 (24,250) - - Fair value of securities issued - - 644,268 - 644,268 Share based expense related to performance rights - - 117,107 - 117,107 Costs associated with the issue of shares (453,998) - - - (453,998) Total transactions with owners 7,273,248 24,250 737,125 - 8,034,623 Balance at 30 June 2025 71,855,966 (65,217,097) 1,006,376 (193,409) 7,451,836 Profit or loss - (7,019,907) - - (7,019,907) Other comprehensive income - - - 14,952 14,952 Reclassification on sale of investment - - - 180,707 180,707 Total comprehensive income - (7,019,907) - 195,659 (6,824,248) Issue of share capital 4,298,254 - - - 4,298,254 Performance rights exercised 87,999 - (87,999) - - Options exercised - 16,364 (16,364) - - Options & performance rights lapsed - 209,930 (220,930) - (11,000) Fair value of securities issued - - 840,654 - 840,654 Share based expense related to performance rights - - 671,644 - 671,644 Costs associated with the issue of shares (228,269) - - - (228,269) Total transactions with owners 4,157,984 226,294 1,187,005 - 5,571,283 Balance at 30 June 2026 76,013,950 (72,010,710) 2,193,381 2,250 6,198,871
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29 Iondrive Limited – Consolidated Entity // Annual Report 2026 Statement of Cash Flows for the Year ended 30 June 2026 Consolidated Note 2026 $ 2025 $ Cash flows relating to operating activities Interest received 114,919 54,130 R&D Tax offset received 1,297,444 406,364 Grant Income 3,765,090 - Other income 156,203 481,592 Payments to suppliers and employees (2,858,712) (2,330,435) R&D expenditure (5,778,359) (2,593,402) Interest paid - (551) Net operating cash inflows/(outflows) (Note (a)) (3,303,415) (3,982,302) Cash flows relating to investing activities Proceeds from sale of exploration business 357,651 - Exploration tenement exclusivity fee 200,000 143,974 Proceeds from sale of tenements - 100,000 Payments for plant and equipment - (39,878) Proceeds from the sale of plant and equipment - 7,921 Net investing cash inflows/(outflows) 557,651 212,017 Cash flows relating to financing activities Proceeds from share issues 4,000,000 7,032,848 Proceeds from exercise of options 77,500 319,398 Payments for share issue costs (227,267) (462,696) Repayment of lease liability - (20,478) Net financing cash inflows/(outflows) 3,850,233 6,869,072 Net increase/(decrease) in cash 1,104,469 3,098,787 Net foreign exchange difference (3,458) 9,892 Cash at beginning of financial year 4 5,867,961 2,759,282 Cash at end of financial year 4 6,968,972 5,867,961 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
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30 Iondrive Limited – Consolidated Entity // Annual Report 2026 Statement of Cash Flows (Continued) for the Year ended 30 June 2026 Consolidated 2026 $ 2025 $ Note (a): Reconciliation of net loss from ordinary activities to net cash flow from operating activities Profit/(Loss) from ordinary activities after income tax (7,019,907) (4,619,688) Adjustments to reconcile profit before tax to net cash flows: Share based payments 1,510,226 982,130 Depreciation 11,378 72,076 Realised foreign exchange loss on other receivables - 4,418 Realised foreign exchange loss on sale of tenements - 1,305 Exclusivity fees (200,000) (143,974) Impairment expense 144,986 - Proceeds from sale of tenements - (101,305) Gain on sale of discontinued operations (310,956) - Profit on sale of plant & equipment - (7,921) Changes in assets and liabilities: (Increase)/decrease in trade and other receivables (5,961) (573,250) (Increase)/decrease in other financial assets 232,424 21,384 Increase/(decrease) in trade and other payables 715,233 310,330 (Increase) decrease unearned revenue 1,642,960 30,000 Increase/(decrease) in provisions (23,798) 42,193 Net operating cash flows (3,303,415) (3,982,302) The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
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31 Iondrive Limited – Consolidated Entity // Annual Report 2026 Notes to the Financial Statements for the Financial Year Ended 30 June 2026 1. STATEMENT OF MATERIAL ACCOUNTING POLICIES This financial report includes the consolidated financial statements and notes of Iondrive Limited and controlled entities (‘Consolidated Group’ or ‘Group’). Basis of Preparation The financial report is a general-purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The financial report has been prepared under the assumption that the Group operates on a going concern basis. The financial report covers the Consolidated Group of Iondrive Limited, a listed public company incorporated and domiciled in Australia. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures compliance with International Financial Reporting Standards. Iondrive Limited is a for-profit entity for the purpose of preparing the financial statements. The following is a summary of the material accounting policies adopted by the Consolidated Group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. These financial statements have been prepared on an accruals basis and are based on the historical cost convention where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. The accounting policies set out below have been consistently applied to all years presented. Changes in accounting policies and accounting policies applied for the first time The accounting policies adopted by the Group are consistent with those of the previous financial year. Adoption of New and Revised Accounting Standards (issued but not yet effective) At the date of authorisation of the financial statements, the Group has not applied any new and revised Australian Accounting Standards, Interpretations and amendments that have been issued but are not yet effective. The significant policies which have been adopted in the preparation of this financial report are summarised below a. Principles of Consolidation The Group financial statements consolidate those of the Parent Company and all of its subsidiaries as of 30 June 2026. The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have a reporting date of 30 June. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra -group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable . b. Other Income Other income comprises income earned outside the Group's ordinary activities and includes earn -in agreement reimbursements, exploration tenement exclusivity fees, proceeds from sale of tenements, and other miscellaneous income.
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32 Iondrive Limited – Consolidated Entity // Annual Report 2026 Earn-in Agreement Reimbursements Earn-in agreement reimbursements were only applicable in the year ended 30 June 2025. Earn-in agreement reimbursements were recognised when the contractual right to receive payment was established under the relevant earn-in agreement and the amount could be measured reliably. Reimbursements related to costs incurred by the Group in conducting exploration activities on behalf of earn -in partners during the earn-in period. Exclusivity Fees Exclusivity fees received from a potential purchaser of exploration assets are recognised as income when the performance obligations under the exclusivity agreement are satisfied. Revenue is typically recognised upon execution of the agreement when exclusive rights to potentially acquire the business operations or tenements are granted to the counterparty. Proceeds from Sale of Assets Proceeds from sale of exploration assets are recognised when control of the business operation or the individual tenements are transferred to the buyer. The gain or loss on disposal is calculated as the difference between the disposal proceeds and the carrying amount of the business operation or tenements at the date of disposal, net of any transaction costs. Other Miscellaneous Income Other income is measured at the fair value of the consideration received or receivable and is recognised when it is probable that the economic benefits will flow to the Group and the amount can be measured reliably. c. Income Tax The income tax expense / (benefit) for the year comprises current income tax expense / (income) and deferred income tax expense / (income). Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted at reporting date. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax (expense)/benefit is charged or credited directly to equity instead of the profit and loss when the tax relates to items that are credited or charged directly to equity. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the Statement of Profit or Loss and Other Comprehensive Income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Consolidated Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. Iondrive Limited and its wholly owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. Each entity in the Group recognises its own current and deferred tax liabilities, except for any deferred tax liabilities resulting from unused tax losses and tax credits, which are immediately assumed by the parent entity. The current tax liability of each group entity is th en subsequently
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33 Iondrive Limited – Consolidated Entity // Annual Report 2026 assumed by the parent entity. The Group notified the Australian Tax Office that it had formed an income tax consolidated group to apply from 1 July 2006. The tax consolidated group has entered a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group. d. Plant and Equipment Each class of plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses. Plant and equipment Plant and equipment are measured on a cost basis. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. Depreciation The depreciable amount of all fixed assets is depreciated on a straight -line basis over their useful lives to the Consolidated Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. The depreciation rates used for each class of depreciable assets are: Plant and equipment 10–100% The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the Statement of Profit or Loss and Other Comprehensive Income. e. Exploration and Evaluation Expenditure The Group divested its exploration business on 27 April 2026. The financial statements for the year ended 30 June 2026 include the results of the exploration business prior to the divestment date and the following policy related to exploration expenditure. Exploration expenditure incurred was accumulated in respect of each identifiable area of interest. These costs were only carried forward to the extent that they were expected to be recouped through the successful development of the area or where activities in the area had not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area were written off in full against profit in the year in which the decision to abandon the area is made. A regular review was undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Costs of site restoration were provided from when exploration commenced and were included in the costs of that stage. Any changes in the estimates for the costs were accounted on a prospective basis. In determining the costs of site restoration, there was uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly, costs were determined on the basis that the restoration would be completed within one year of abandoning the site.
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34 Iondrive Limited – Consolidated Entity // Annual Report 2026 f. Financial Instruments Initial recognition and measurement Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. Classification and initial measurement of financial assets Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets, other than those designated and effective as hedging instruments, are classified into one of the following categories: • amortised cost • fair value through profit or loss (FVTPL), or • fair value through other comprehensive income (FVOCI). The classification is determined by both: • the entity’s business model for managing the financial asset, and • the contractual cash flow characteristics of the financial asset. All revenue 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. Subsequent measurement of financial assets Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL): • 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. Financial assets at fair value through other comprehensive income Financial assets at fair value through other comprehensive income (FVOCI) comprise: • Equity securities which are not held for trading, and which the Group has irrevocably elected at initial recognition to recognise in this category. These are strategic investments and the Group considers this classification to be more relevant. • Debt securities where the contractual cash flows are solely principal and interest and the objective of the Group’s business model is achieved both by collecting contractual cash flows and selling financial assets. On disposal of these equity investments, any related balance within the FVOCI reserve is reclassified to retained earnings. g. Impairment of Non-Financial Assets Intangible and tangible assets are tested at each reporting period for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash i nflows which are largely independent of the cash inflows from other assets or groups of assets (cash -generating units).
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35 Iondrive Limited – Consolidated Entity // Annual Report 2026 h. Assets Classified as Held for Sale Non-current assets classified as held for sale are presented separately and measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair value less costs to sell. However, some held for sale assets such as financial assets or deferred tax assets, continue to be measured in accordance with the Group’s relevant accounting policy for those assets. Once classified as held for sale, the assets are not subject to depreciation or amortisation. Any profit or loss arising from the sale of a discontinued operation or its remeasurement to fair value less costs to sell is presented as part of a single line item, profit or loss from discontinued operations. i. Intangible Assets Intangible assets are initially measured at the cost of acquisition. Following initial recognition, intangible assets are carried at historical cost, less any accumulated amortisation and impairment losses. The useful lives of intangible assets that are available for use are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over the useful life and assessed for impairment whenever there is an indication of impairment. Amortisation methods and periods for an intangible asset with a finite useful life is reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the as set are accounted for by changing the amortisation method and/or period, as appropriate, which is a change in accounting estimate and applied prospectively. The amortisation expense on intangible assets with finite lives is recognised in profit or loss. At 30 June 202 6, the Group’s Intangible Assets are assessed as not yet being available for use. Research and development Expenditure on research activities, undertaken with the prospect of obtaining new or extending existing scientific or technical knowledge and understanding, is recognised in the consolidated statement of profit or loss and other comprehensive income as an expense when it is incurred. Expenditure on development activities, being the application of research findings or other knowledge to a plan or design for the production of new or substantially improved products or services before the start of commercial production or use, is capitalised if it is probable that the product or service is technically and commercially feasible, will generate probable economic benefits, adequate resources are available to complete development and cost can be measured reliably. As at 30 June 2026, the Group is not yet at this stage of development for its battery related technologies, therefore all such development expenditure is recognised in the consolidated statement of profit or loss and other comprehensive income as an expense as incurred. j. Employee Benefits Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to report date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus relat ed on costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. The cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. Those cash flows are discounted using market yields on high-quality corporate bonds with terms to maturity that match the expected timing of cash flows. Share based payments The Group has an Employee Incentive Plan where employees may be provided with options and performance rights to acquire shares in the Company. The fair value of the options and performance rights are measured at grant date and recognised as an expense over the vesting period, with a corresponding increase in equity. Where market based vesting conditions are present, a Monte Carlo pricing model was used to calculate the fair value of options and performance rights granted. The Black Scholes pricing model is used in all other instances . k. Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Onerous provisions are recognised by the Group for its obligation to deliver goods and services under an existing contract and measuring that obligation to reflect the cost of the goods or services it must deliver.
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36 Iondrive Limited – Consolidated Entity // Annual Report 2026 l. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short -term highly liquid investments with original maturities of three months or less, and bank overdrafts. m. Trade and other payables Trade and other payables represent the liability outstanding at the end of the reporting period for goods and services received by the Group during the period which remains unpaid. The balance is recognised as a current liability with the amount being normally paid within 30 days of recognition of the liability. n. Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. o. Critical Accounting Estimates and Judgements The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. Estimates and judgements – Impairment of Intangible Assets The intangible assets relate to intellectual property rights related to three exclusive battery technolog ies licensed from the University of Adelaide, covering Battery Recycling Technology, Lithium -ion Battery Technology, and Aqueous Battery Technology. These intangible assets are assessed for impairment at each reporting period. Management has considered the following potential indicators: • The market capitalisation of Iondrive Limited on the Australian Securities Exchange on the impairment testing date of 30 June 2026 in excess of the net book value of assets; • The scientific results and progress of the battery technology commercialisation; • The emergence of competing technologies; and • Changes in growth and dynamics of the renewable energy sector. At 30 June 2026, the Group recorded an impairment of $144,986 against the carrying value of the intangible assets, reflecting uncertainty of the recoverable value of the Lithium-ion Battery Technology, while the Group prioritises its limited resources on its battery recycling technology, including its extension to other applications including the recycling of end-of-life magnets, e-waste and solar cells. As a secondary priority, the Group continues to progress research related to the Aqueous Battery Technology. For the remaining intangible assets carrying amount of $1,304,870, related to the battery recycling technology and the aqueous battery technology, there are no known impairment indicators. As these intangible assets are not yet available for sale or commercial use, they are subject to an annual impairment assessment in accordance with AASB 136 Impairment of Assets. In determining whether the Intangible assets are ready for use, management has assessed the technology readiness, and the remaining research and development required to bring the technologies to market. Management evaluates the development path of these intangible assets at each reporting period to determine if they are ready for use. Management have determined that none of the Intangible assets are ready for use. Accordingly, an impairment assessment was performed at 30 June 2026, to consider whether the estimated recoverable amount of intangible assets remains in excess of their remaining carrying value of $1,304,870. The recoverable amount was determined using fair value less costs of disposal (FVLCD), consistent with AASB 13 Fair Value Measurement, as management determined that a value in use could not be reliably estimated due to the absence of a ‘reliable and suppor table’ basis for forecasting future cash inflows, at this early stage of commercial development. This replacement cost method was applied to estimate fair value, reflecting the cost to replicate the current stage of development of the technologies using current market inputs. The valuation incorporated: • An analysis of past research and development costs incurred to bring the technologies to their current level of technology readiness, adjusted for inflation;
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37 Iondrive Limited – Consolidated Entity // Annual Report 2026 • Less an estimated allowance of 20% for research improvements and efficiencies, if the research activities were to be replicated; and • Less estimated disposal costs of 5% including legal, administrative, and compliance -related expenses. The fair value measurement was classified as Level 3 in the fair value hierarchy due to the use of significant unobservable inputs. Based on this assessment, the recoverable amount of the battery recycling technology and the aqueous battery technology exceeded their carrying amount, and no impairment loss was recognised. Sensitivity: The main sensitivity to this valuation approach is the estimated allowance for improvements and efficiencies in research activities. This allowance would need to be increased from 20% to 86% before the valuation equated to the carrying value. Management will continue to monitor internal and external indicators of impairment and reassess the valuation methodology as the technologies progresses toward commercialisation. For further information in relation to intangible assets, refer to Note 7. Estimates and judgements – Valuation of unlisted options & performance rights A key area of judgement, for the year ended 30 June 2026, relates to the calculation of the market value of the options and performance rights granted to Directors, employee and consultants. The fair value of the options and performance rights are measured at grant date and recognised as an expense over the vesting period, with a corresponding increase in equity. Where market based vesting conditions are present, a Monte Carlo pricing model was used to calculate the fair value of options and performance rights granted. The Black Scholes pricing model is used in all other instances. A key assumption in these calculations is Iondrive’s future share price volatility. Future volatility was based on the historic daily price movements of Iondrive’s ASX listed shares immediately prior to the relevant valuation date for each series of options or performance rights. For further information in relation to the options and performance rights issued, refer to Note 17. p. Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Iondrive, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares during the year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the income tax effect and other financing costs associated with dilutive potential ordinary shares and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. q. Parent Entity The financial information of the parent entity, Iondrive Limited, disclosed at note 21, has been prepared on the same basis, using the same accounting policies as the consolidated financial statements, other than investments in controlled entities which are carried at cost, less any provision for impairment. r. Foreign Currency Transactions and Balances i) Functional and presentation currency The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars, which is the parent entity’s functional currency. ii) Transactions and balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year -end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
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38 Iondrive Limited – Consolidated Entity // Annual Report 2026 Exchange differences arising on the translation of monetary items are recognised in profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the extent that the underlying gain or loss is recognised in other comprehensive income; otherwise, the exchange difference is recognised in profit or loss. Group companies The financial results and position of foreign operations, whose functional currency is different from the Group’s presentation currency, are translated as follows: • assets and liabilities are translated at exchange rates prevailing at the end of the reporting period; • income and expenses are translated at average exchange rates for the period; and • retained earnings are translated at the exchange rates prevailing at the date of the transaction. Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial position. The cumulative amount of these differences is reclassified into profit or loss in the period in which the operation is disposed of. The financial report was authorised for issue on 31st August 2026 by the Board of Directors.
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39 Iondrive Limited – Consolidated Entity // Annual Report 2026 2026 $ 2025 $ 2. INCOME TAX EXPENSE a) The prima facie income tax benefit on pre-tax accounting loss reconciles to the income tax attributable to operating loss as follows: Income tax (expense)/benefit at 25% (2025: 30%) of operating loss 1,754,977 1,385,906 Tax effect of capital raising costs 57,067 136,200 Tax effect of Share-based payments expensed (377,556) (294,639) Tax effect of non-assessable income (R&D Tax Incentive) 354,650 325,905 Tax effect of non-deductible expenses (1,527,357) (673,139) Timing differences and tax losses not brought to account (261,781) (880,233) Income tax (expense)/ benefit attributable to loss from ordinary activities - - b) Income tax losses Total deferred tax asset arising from carried forward tax losses not recognised as meeting probable criteria Gross income tax losses 33,515,023 30,547,554 Capital tax losses 35,540,791 11,404,135 Total tax losses 69,055,814 41,951,689 Tax Benefit of Losses at 25% (2025: 30%) 17,263,954 12,585,507 Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Management assesses the availability of carry -forward tax losses by determining whether the company satisfies the Continuity of Ownership Test or, failing that, the Same Business Test / Business Continuity Test pursuant to the provisions of the Income Tax Assessment Act 1997. Significant judgment is required to determine if these statutory tests are passed from the respective loss years through to the utilization or recoupment period. If ownership or business continuity changes occur, the continued availability of these losses remains subject to successfully satisfying one of these statutory alternative tests. The taxation benefits of tax losses and timing differences not brought to account will only be obtained if: • assessable income is derived of a nature and amount sufficient to enable the benefit from the deductions to be realised; • conditions for deductibility imposed by the law are complied with; and • no changes in tax legislation adversely affect the realisation of the benefit from the deductions. 3. KEY MANAGEMENT PERSONNEL REMUNERATION Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable to each member of the Group’s key management personnel for the year ended 30 June 202 6. The totals of remuneration paid to key management personnel during the year are as follows: Short term employee benefits 1,248,862 1,002,451 Post-employment benefits 29,496 29,932 Share-based payments 1,470,681 561,407 2,749,039 1,593,790 2026 $ 2025 $
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40 Iondrive Limited – Consolidated Entity // Annual Report 2026 4. CASH AND CASH EQUIVALENTS Cash at bank and in hand 6,968,972 5,867,961 6,968,972 5,867,961 5. RECEIVABLES Current Trade and other receivables 44,000 63,067 R&D Tax Incentive 1,143,676 1,022,997 GST receivable - 49,699 Lease and bonds 1,243 6,177 1,188,919 1,141,940 6. OTHER ASSETS Current Prepayments 162,424 316,679 Non-current Prepayments - 83,669 162,424 400,348 As at 30 June 2026, prepayments comprise amounts paid in advance for insurance, employee wages, and investor relations services. All prepayments are expected to be expensed within 12 months and are classified as current assets. 7. INTANGIBLE ASSETS Intangible asset 1,449,856 1,449,856 Impairment provision (a) (144,986) - 1,304,870 1,449,856 On 4 July 2023, Iondrive Limited acquired 100% of the issued capital of Iondrive Technologies Pty Ltd (IDT) for total consideration of $1,380,000, settled through the issue of 60 million fully paid ordinary shares valued at $0.023 per share. The acquisition was determined to be an asset acquisition rather than a business combination under AASB 3, with the primary objective being the procurement of intellectual property rights related to exclusive battery technology licenses. At acquisition, IDT's tangible assets and liabilities were valued at ($69,856), with the remainder of the total $1,380,000 consideration, being $1,449,856, attributed to the fair value of the intangible asset. The intangible asset relates to intellectual property rights related to three exclusive battery technologies licensed from the University of Adelaide, covering Battery Recycling Technology, Lithium-ion Battery Technology, and Aqueous Battery Technology. The majority of the intangible asset carrying value is attributed to the Battery Recycling Technology. (a) Impairment provision At 30 June 2026, the Group has made a provision of $144,986 against the intangible asset carrying value for that part of the carrying value attributed to the Lithium-ion Battery Technology, while the Group prioritises its limited resources on its battery recycling technology, including its extension to other applications including the recycling of end-of-life magnets, e-waste and solar cells. As a secondary priority, the Group continues to progress research related to the Aqueous Battery Technology. Further information relating to the impairment assessment is contained in Note 1(o). 2026 $ 2025 $
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41 Iondrive Limited – Consolidated Entity // Annual Report 2026 8. TRADE AND OTHER PAYABLES Trade payables 455,810 799,998 Sundry payables and other accruals1 1,119,466 55,782 Shares payable to Directors and Key Management related entities2 8,929 220,754 Amount payable to Directors and Key Management related entities3 124,873 149,129 GST Payable 41,152 - 1,750,230 1,225,663 1 The current year includes accrued liabilities of $979,891 relating to R&D expenditure 2 Annual incentive shares payable to Ray Ridge $8,929 (2025: $44,151 – prior year also included CEO incentive shares) 3 Payable to Michael McNeilly $8,010 (2025: $8,000) Payable to Adam Slater $4,583 (2025: $4,583) Payable to Andrew Sissian $4,583 (2025: $4,583) Payable to Hugo Schumann $9,166 (2025: $4,583) Payable to Duncan Turner $7,500 (2025: Nil) Payable to Ray Ridge $41,031 (2025: $60,139) Payable to Lewis Utting $50,000 (2025: $21,120) Payable to Jack Hamilton Nil (2025: $5,042) Payable to Ebbe Dommisse Nil (2025: $41,079) 9. OTHER FINANCIAL LIABILITES Unearned Income 1,671,232 30,000 1,671,232 30,000 Iondrive was awarded a grant of up to $3,885,000 under the Australian Government’s Industry Growth Program to accelerate the commercialisation of its environmentally friendly, urban mining technology. The funding reimburses 50% of eligible pilot plant construction and operational costs. During the year ended 30 June 2026, Iondrive received a total of $3,765,090 in cash inflows from grants. $3,691,093 of these grant receipts related to the IGP grant, with $2,019,861 being recognised as income based on eligible expenditure incurred during the year. The remaining $1,671,232 was recorded as unearned income. The unearned revenue will be recognised as revenue in the future as the corresponding eligible expenditure is incurred. The grant is to be refunded to the Australian Government to the extent such eligible expenditure is not incurred. 10. PROVISIONS – EMPLOYEE BENEFITS The aggregate provisions recognised in and included in the financial statements is as follows: Current employee entitlements provision 11,520 35,009 Non-Current employee entitlements provision 2,736 3,045 14,256 38,054 11. ISSUED CAPITAL
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42 Iondrive Limited – Consolidated Entity // Annual Report 2026 (a) Ordinary Shares Issued share capital: 76,013,950 71,855,966 1,296,144,420 fully paid ordinary shares (2025: 1,182,836,332) Movement in issued shares for the year: No. 2026 $ No. 2025 $ Balance at beginning of financial year 1,182,836,332 71,855,966 604,856,599 64,582,718 Placement of shares (29 Jul 2024) - - 103,650,902 932,858 Placement of shares (10 Dec 2024) - - 144,341,161 2,020,776 Shares to service providers (10 Dec 2024) - - 26,785,000 374,990 Options exercised (31 Dec 2024) - - 11,829,545 319,398 Placement of shares (27 Feb 2025) - - 291,373,125 4,079,224 STI share issue (5 Aug 2025) 4,799,001 220,754 - - Options exercised (25 Sep 2025) 3,000,000 75,000 - - Placement of shares (1 Dec 2025) 77,500,000 3,410,000 - - Options exercised (17 Dec 2025) 100,000 2,500 - - Placement of shares (6 Feb 2026) 13,409,087 590,000 - - Performance rights exercised (6 Feb 2026) 14,500,000 87,999 - - Net costs associated with share issues - (228,269) - (453,998) Balance at end of financial year 1,296,144,420 76,013,950 1,182,836,332 71,855,966 Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. In the event of winding up of Iondrive, ordinary shareholders rank after all creditors and are fully entitled to any proceeds of liquidation. On 5 August 2025, the Group issued 3,839,201 shares to the CEO and 959,800 shares to the CFO as part of their annual incentive plans. This amount was based on a performance assessment by the Board against pre -set corporate key performance indicators for the year ended 30 June 2025. Half of the incentive amount was paid in cash and the other half paid in shares. The full amount of the incentives had been expensed in the year ended 30 June 2025, with the shares being valued at $0.046 per share for financial reporting purposes, being the share price prior to the date of board approval. On 25 September 2025, the Group issued shares resulting from the exercise of 3,000,000 options at an exercise price of $0.025 per option. On 25 November 2025, the Group announced that it had received firm commitments from sophisticated and professional investors for a placement of 90,909,087 fully paid ordinary shares at $0.044 each to raise up to $4,000,000. The first tranche was completed on 1 December 2025, utilising available placement capacity, raising $3,410,000 in cash through the issue of 77,500,000 shares. The second tranche was completed on 6 February 2026, following shareholder approval at a General Meeting held 22 January 2026, raising a further $590,000 in cash through the issue of 13,409,087 shares. On 17 December 2025, the Group issued shares resulting from the exercise of 100,000 options at $0.025 per option. On 6 February 2026, the Group issued 14,500,000 shares resulting from the exercise of performance rights. The net costs associated with the issue of shares in the year ended 30 June 202 6 were $228,269 (2025: $453,998).
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43 Iondrive Limited – Consolidated Entity // Annual Report 2026 (b) Options on Issue At 30 June 2026, there were 128,425,000 unlisted options outstanding (30 June 2025: 116,405,000) and 46,125,000 performance rights (30 June 2025: 30,625,000). The number of performance rights at 30 June 2026 includes 20,000,000 performance rights that were accounted for in the year ended 30 June 2026 and issued subsequent to 30 June 2026 (refer footnote 16 of Note 17). All options and performance rights are held by employees, directors and service providers. Refer Note 17 for further detail. (c) Capital Management The capital of the Group is managed by assessing the financial risks and adjusting the capital structure in response to changes in these risks and in the market. The responses include the management of dividends to shareholders and share issues. There have been no changes in the strategy adopted by management to manage capital during the year. The amounts managed as capital by the Group for the reporting periods under review are as follows: 2026 $ 2025 $ Debt - - Cash 6,968,972 5,867,961 Net cash 6,968,972 5,867,961 Equity 6,198,871 7,451,836 Net debt to equity ratio 0% 0% 12. REMUNERATION OF AUDITORS The auditor of Iondrive Limited is Grant Thornton Audit Pty Ltd. Amounts received or due and receivable by Grant Thornton for: An audit or review of the financial report of the entity and any other entity of the Group 80,818 76,178 Taxation and other services - - 80,818 76,178 13. RELATED PARTY AND KEY MANAGEMENT DISCLOSURES The terms and conditions of the transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. a) Equity Interests Equity Interests in controlled entities Details of the percentage of ordinary shares held in controlled entities are disclosed in Note 20. b) Transactions within wholly owned group The wholly owned group includes: ▪ The ultimate parent entity in the wholly owned group; and ▪ The wholly owned controlled entities. The ultimate parent entity in the wholly owned group is Iondrive Limited. During the financial year, Iondrive Limited provided accounting and administrative services at no cost to the controlled entities and the advancement of interest free loans. c) Related party balances Amounts receivable from and payable to Directors and Key Management Personnel and their related entities at report date arising from these transactions were as follows:
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44 Iondrive Limited – Consolidated Entity // Annual Report 2026 2026 $ 2025 $ Current payables Shares payable to Directors and Key Management related entities 8,929 220,754 Amounts payable to Directors and Key Management Personnel related entities (refer Note 8 for further detail). 124,873 149,129 133,802 369,883 There were no amounts receivable from related parties. d) Remuneration of Key Management Personnel (refer Note 3) 14. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE a) Background During the prior year ended 30 June 2025, the Board made a strategic decision to divest the Group's South Korean exploration business and exploration activities were significantly scaled back. The divestment was expected to reduce the Group's annual cost base by approximately $600,000 and enable a full transition to a IONSolvTM technology focus. The divestment of the exploration business was completed on 27 April 2026 through the sale of International Gold Private Pte Ltd, the 100% owned Singaporean holding company of Korea Metal Resources Ltd which held the exploration business based in South Kor ea. Total cash proceeds of the sale were $357,651. b) Results of discontinued operations 2026 $ 2025 $ Revenue 356,220 543,364 Expenses (496,151) (720,523) Gain on sale of exploration business 310,956 - Gain/(Loss) before tax from discontinued operations 171,025 (177,159) Income tax expense - - Gain/(Loss) after tax from discontinued operations 171,025 (177,159) During the period ended 30 June 2026, the Group generated revenue of $156,220 through exploration staff in South Korea providing consulting services to another exploration company based in South Korea and $200,000 for exclusivity fees of $20,000 per month being paid by the purchaser of the South Korean exploration business during due diligence. This income assisted with partly offsetting the cost base whilst the sale of the business was being finalised. c) Assets and liabilities of KMR classified as held for sale The following assets and liabilities of the exploration business were reclassified as held for sale as at 30 June 2025 and divested during the year ended 30 June 2026:
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45 Iondrive Limited – Consolidated Entity // Annual Report 2026 As at 27 April 2026 $ 2025 $ Assets classified as held for sale Trade and other receivables - 67,701 Other assets 64,728 25,050 Plant and equipment 16,197 27,047 Total assets classified as held for sale 80,925 119,798 Liabilities directly associated with assets classified as held for sale Trade and other payables (6,895) (21,645) Provisions (208,042) (226,437) Total liabilities directly associated with assets classified as held for sale (214,937) (248,082) Net Liabilities (134,012) (128,284) Carrying amount of net liabilities disposed 134,012 - Net Liabilities at year end - (128,284) d) Gain on sale of exploration business Details of Disposal Total sale consideration 357,651 - Carrying amount of net liabilities disposed 134,012 - Derecognition of foreign currency reserve (180,707) - Gain on disposal before income tax 310,956 - Tax expense - - Gain on disposal after income tax 310,956 - 15. COMMITMENTS FOR EXPENDITURE Through the acquisition of IDT, the Group has commitments to provide research funding of $2,500,000 to the University of Adelaide under research agreements related to three battery technologies exclusively licensed from the University. To date the Group has provided funding of $2,404,177 leaving the remaining commitment of $95,823. The Group also has a remaining contractual commitment of $160,000 in relation to the acquisition of equipment for the recycling pilot plant. Not later than one year 160,000 Later than one year but not later than two years 95,823 Later than two years but not later than five years - Greater than five years - Total 255,823
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46 Iondrive Limited – Consolidated Entity // Annual Report 2026 16. FINANCIAL INSTRUMENTS Financial Risk Management The Group’s financial instruments consist mainly of deposits with banks, short -term investments, accounts receivable and accounts payable. The totals for each category of financial instruments, measured in accordance with AASB 9 as detailed in Note 1, are as follows: 2026 $ 2025 $ Financial Assets Cash and cash equivalents 6,968,972 5,867,961 Current receivables 45,243 69,245 7,014,215 5,937,206 Financial Liabilities Trade and other payables 1,750,230 1,207,729 1,750,230 1,207,729 (i) Treasury Risk Management The Board of the Consolidated Group meets on a regular basis. Matters considered at the Board meetings include material currency and interest rate exposure, and treasury management strategies in the context of the most recent economic conditions and forecasts. (ii) Financial Risks The main risks that the Group is exposed to through its financial instruments are liquidity risk, credit risk, exchange rate risk and interest rate risk. Liquidity risk Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Consolidated Group manages liquidity risk by monitoring forecast cash flows. As at 30 June 2026, the Group’s non-derivative financial liabilities have contractual maturities (including interest payments where applicable) as summarised below: 30 June 2026 Rate Current Non-current Within 6 months 6 to 12 months 1 to 5 years Later than 5years Borrowings - - - - Trade and other payables 1,750,230 - - - Leases 0.0% - - - - Total 1,750,230 - - - This compares to the maturity of the Group’s non-derivative financial liabilities in the previous reporting period as follows:
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47 Iondrive Limited – Consolidated Entity // Annual Report 2026 30 June 2025 Rate Current Non-current Within 6 months 6 to 12 months 1 to 5 years Later than 5years Borrowings - - - - Trade and other payables 1,207,729 - - - Leases 0.0% - - - - Total 1,207,729 - - - Credit risk Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted. The maximum exposure to credit risk, excluding the value of any collateral or other security, at report date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. Refer Note 5 for further detail. No receivables are considered past due and/or impaired at report date. Exchange rate risk - USD The Group has minor USD denominated expenditure in United States of America related to Iondrive US LLC operational activities, with expenditure of approximately AUD $6,300 in the year ended 30 June 2026. The Group holds USD 1,000 in cash balances. The USD exposure is considered immaterial to the Group's overall operations and financial position. This expenditure is likely to increase in the next financial year ending 30 June 2027. Interest rate risk The Group’s exposure to interest rate risk, being the risk, that a financial instrument’s value will fluctuate as a result of changes in market interest rates, is contained in the following table which details the exposure to interest rate risk at the reporting date. All other financial assets and liabilities are non - interest bearing. 2026 Interest Bearing Non-interest Bearing Total Floating interest rate Fixed interest rate Financial assets Cash and deposits 6,773,435 195,537 6,968,972 2.6% 4.88% Receivables - 45,243 45,243 - - Less: Payables - (1,750,230) (1,750,230) - - Less: Leases - - - - - Less: Borrowings - - - - - Net financial assets 6,773,435 (1,509,450) 5,263,985 2025 Interest Bearing Non-interest Bearing Total Floating interest rate Fixed interest rate Financial assets Cash and deposits 5,606,256 261,705 5,867,961 3.5% - Receivables - 69,245 69,245 - - Less: Payables - (1,207,729) (1,207,729) - - Less: Leases - - - - - Less: Borrowings - - - - - Net financial assets 5,606,256 (876,779) 4,729,477
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48 Iondrive Limited – Consolidated Entity // Annual Report 2026 Interest rate risk is managed with a mixture of fixed and floating rate cash deposits. At 30 June 2026, $1 million of the Group's cash deposits are fixed rate, with the remainder in floating rate deposits (2025: $4.8 million). The Group has not performed a sensitivity analysis relating to its exposure to interest rate risk at reporting date as a change in interest rates by 10% is not considered to have a material impact on profit and equity. (iii) Net fair values The carrying amount of financial assets and financial liabilities recorded in the financial statements represents their respective net fair values, determined in accordance with the accounting policies disclosed in Note 1 to the financial statements. 17. SHARE BASED PAYMENTS Equity based remuneration – Directors, Employees and Consultants The Group has an equity-based compensation plan for employees and key consultants. In accordance with the provisions of the Employee Incentive Plan, as approved by shareholders at an Annual General Meeting, Directors may issue shares, options or performance rights to acquire shares in Iondrive to employees and consultants. No Directors participate in the Employee Incentive Plan as securities issued to Directors must be separately approved by shareholders. Share options and performance rights are not listed, carry no rights to dividends and no voting rights. A total of $1,510,226 was recognised as a share-based payments expense in the year ended 30 June 2026 (2025: $1,085,950), comprising the following securities issued to directors, employees and consultants: shares $8,929 (2025: $324,575); options $829,653 (2025: $644,268); and performance rights $671,644 (2025: $117,107). For further details refer to the table below. The following share-based payment arrangements were in existence at 30 June 2026: Options – Series No. Grant Date Expiry Date Exercise Price Fair value at grant date Expensed in 2026 Employee & Consultants Dec-20221 300,000 22/02/2023 22/02/2027 $0.050 $0.01213 - Jul-20232 7,000,000 04/07/2023 03/07/2026 $0.040 $0.00402 - Dec-20243 7,500,000 03/12/2024 03/12/2028 $0.025 $0.00440 - Broker1-20244 10,000,000 27/02/2025 27/08/2026 $0.028 $0.01277 - Broker2-20244 10,000,000 27/02/2025 27/02/2027 $0.042 $0.01126 - Broker3-20244 10,000,000 27/02/2025 27/02/2028 $0.056 $0.01057 - LTI-202414 20,625,000 06/08/2024 06/08/2029 $0.012 $0.00424 11,454 Jun-20255 10,000,000 17/06/2025 03/06/2028 $0.025 $0.01138 41,094 Director Held Jul-20236 3,000,000 24/07/2023 23/07/2026 $0.040 $0.00402 - Nov-20237 3,000,000 09/11/2023 09/11/2027 $0.025 $0.00532 - Dec-20248 9,000,000 09/12/2024 09/12/2028 $0.025 $0.00442 - Dec-20249 6,000,000 02/12/2024 03/12/2028 $0.025 $0.00504 - Jan-202610 6,000,000 19/01/2026 19/01/2030 $0.067 $0.02622 81,685 Feb-202611 26,000,000 06/02/2026 06/02/2030 $0.067 $0.02717 706,420 Options relinquished12 (11,000) Total Share-based payments – options 829,653 Total Share-based payments – shares13 8,929
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49 Iondrive Limited – Consolidated Entity // Annual Report 2026 Performance Rights Expensed in 2026 Share-based payments – performance rights14 13,796 Share-based payments – performance rights15 648,397 Share-based payments – performance rights16 9,451 Total share-based payments – performance rights 671,644 Total share-based payments 1,510,226 1. 550,000 unlisted options were granted to employees on 22 February 2023, under Iondrive’s shareholder approved Employee Incentive Plan. 250,000 of these options have since lapsed due to cessation of employment. The options vested immediately and are exercisable at $0.05 at any time through to the expiry date of 22 February 2027. The $6,672 fair value of the options was calculated, using the Black Scholes valuation method, using a volatility of 74%, an interest rate of 3.13% (the five-year Australian Government bond rate) and an underlying share price the day prior to Board approval of $0.025. A further 50,000 options have lapsed subsequent to 30 June 2026. 2. 17,000,000 unlisted options were granted to two consultants on 4 July 2023, following shareholder approval. 10,000,000 subsequently lapsed prior to vesting. The remaining 7,000,000 options vested after 6 months service and are exercisable at $0.04 at any time through to the expiry date of 3 July 2026. The $28,140 fair value of the options was calculated, using the Black Scholes valuation method, using a volatility of 62%, an interest rate of 3.912% (the three-year Australian Government bond rate) and an underlying share price the day prior to shareholder approval of $0.018. The remaining 7,000,000 options lapsed subsequent to 30 June 2026. 3. 10,000,000 unlisted options were granted to a consultant on 3 December 2024 under a consultancy agreement. 2,500,000 have subsequently lapsed prior to vesting (refer footnote 12). The remaining 7,500,000 options have vested and are exercisable at $0.025 at any time through to the expiry date of 3 December 2028. The $44,000 fair value of the options was calculated, using the Black Scholes valuation method, using a volatility of 75%, an interest rate of 4.128% (the four-year Australian Government bond rate) and an underlying share price the day prior to the agreement date of $0.011. 4. 30,000,000 unlisted options were issued to the Lead Manager to the capital raising completed in February 2025, as approved by shareholders on 20 February 2025. The options vest immediately. The options consist of three tranches: • 10,000,000 options exercisable at $0.028 at any time through to the expiry date of 27 August 2026. The $127,700 fair value of the options was calculated using the Black Scholes valuation method, with a volatility of 108%, an interest rate of 3.837% (the two-year Australian Government bond rate) and an underlying market price of the shares of $0.026, being the closing price of ION’s shares the day prior to shareholder approval. • 10,000,000 options exercisable at $0.042 at any time through to the expiry date of 27 February 2027. The $112,600 fair value of the options was calculated using the Black Scholes valuation method, with a volatility of 99%, an interest rate of 3.837% (the two-year Australian Government bond rate) and an underlying market price of the shares of $0.026, being the closing price of ION’s shares the day prior to shareholder approval. • 10,000,000 options exercisable at $0.056 at any time through to the expiry date of 27 February 2028. The $105,700 fair value of the options was calculated using the Black Scholes valuation method, with a volatility of 85%, an interest rate of 3.824% (the tree-year Australian Government bond rate) and an underlying market price of the shares of $0.026, being the closing price of ION’s shares the day prior to shareholder approval. The total fair value of the above options was originally recognised as $203,300 on 10 December 2024, being the date the Lead Manager completed minimum capital raise hurdle. This total fair value was subsequently updated to $346,000 being the value as at the date of shareholder approval on 20 February 2025. The increased valuation predominantly reflects the increase in the underlying share price between these two dates, having increased from $0.019 to $0.026. 5. 10,000,000 unlisted options were granted on 17 June 2025 under an updated consultancy agreement. 5,000,000 of these options have vested over an 18-month period to 24 June 2026 and 5,000,000 options vest on the achievement of milestones. All vested options are exercisable at $0.025 at any time after vesting through to the expiry date of 3 March 2028. The $113,800 fair value of the options was calculated using the Black Scholes valuation method, using a volatility of 88%, an interest rate of 3.797% (the three-year Australian Government bond rate) and an underlying share price of $0.01138. A total of $41,094 was expensed in the year ended 30 June 2026 (2025: $12,644) for the options vesting over time (expensed over the vesting period to 24 June 2026). The $56,900 value of the options subject to achievement of milestones had been fully expensed previously in the year ended 30 June 2025. The 5,000,000 options subject to milestones have lapsed subsequent to 30 June 2026. 6. 3,000,000 unlisted options were granted to a Director on 24 July 2023, following shareholder approval. The options vest after 12 months service and are exercisable at $0.04 at any time through to the expiry date of 23 July 2026. The $12,060 fair value of the options was calculated, using the Black Scholes valuation method, using a volatility of 62%, an interest rate of 3.912% (the three- year Australian Government bond rate) and an underlying share price the day prior to shareholder approval of $0.018. The fair value of the options has been expensed over the 12-month vesting period ending 24 July 2024, with the final $791 expensed in the year ended 30 June 2025. 7. 6,000,000 unlisted options were granted to Directors on 9 November 2023, being 3,000,000 options to Dr Hamilton and 3,000,000 to Mr Slater. The options are exercisable at $0.025 at any time after vesting through to the expiry date of 9 November 2027. The $31,920 fair value of the options was calculated using the Black Scholes valuation method, with a volatility of 71%, an interest rate of 4.316% (the three-year Australian Government bond rate) and an underlying share price the day prior to execution of their director services contracts of $0.013. During the year ended 30 June 2026: 1) 3,000,000 options were exercised by Mr Slater on 25 September 2025; and 2) Mr Hamilton retired with his 3,000,000 options due to now lapse on 30 September 2026. 8. Total of 9,000,000 unlisted options were granted to two Directors on 9 December 2024, following shareholder approval. 6,000,000 options were issued to the Group’s Chair Mr McNeilly and 3,000,000 were issued to Mr Sissian. The options vested immediately
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50 Iondrive Limited – Consolidated Entity // Annual Report 2026 and are exercisable at $0.025 at any time through to the expiry date of 9 December 2028. The $39,780 fair value of the options was calculated, using the Black Scholes valuation method, using a volatility of 75%, an interest rate of 4.152% (the four-year Australian Government bond rate) and an underlying share price of $0.011, being the ASX closing price of ION’s shares prior to AGM approval on 21 November 2024. 9. 6,000,000 unlisted options were granted a Director, Mr Schumann, on 3 December 2024. The options vested immediately and are exercisable at $0.025 at any time through to the expiry date of 3 December 2028. The $30,240 fair value of the options was calculated, using the Black Scholes valuation method, with a volatility of 75%, an interest rate of 4.128% (the four-year Australian Government bond rate) and an underlying share price of $0.011, being the ASX closing price of ION’s shares on 2 December 2024. 10. 6,000,000 unlisted options issued to a Director, Dr Duncan Turner on 19 January 2026. The options vest at re-election 2026 AGM and are exercisable at $0.067 at any time through to the expiry date of 19 January 2030. The fair value of the options was calculated as $157,320 using the Black-Scholes method with volatility of 89% and an interest rate of 4.229% (based on the four-year Australian Government bond rate) and an underlying share price the day prior to shareholder approval of $0.045, being the ASX closing price of ION’s shares prior to AGM approval on 16 January 2026. The fair value of the options is being expensed over the 10- month vesting period through to the estimated 2026 AGM date, with $81,685 expensed in the financial year ended 30 June 2026. 11. 26,000,000 unlisted options were issued to four Directors on 6 February 2026, following shareholder approval. The options vest immediately and are exercisable at $0.067 at any time through to the expiry date of 6 February 2030. The fair value of the options was calculated as $706,420 using the Black-Scholes method with volatility of 89% and an interest rate of 4.226% (based on the four- year Australian Government bond rate) and an underlying share price of $0.046, being the ASX closing price of ION’s shares prior to AGM approval on 21 January 2026. 12. 2,500,00 options related to footnote 3 lapsed during the year ended 30 June 2026. As the milestone conditions for vesting were not achieved, the value of the options was reversed though the Profit and Loss Statement. 13. Under the Group's Executive Short Term Incentive program, the Chief Financial Officer's (CFO) performance was assessed by the Board. The CFO incentive amount of $12,500 was awarded, payable 50% in cash and 50% in shares, with the number of shares based on the 30-day VWAP at the commencement of the financial year of $0.028 per share. Subsequent to 30 June 2026, 223,214 shares were issued in relation to the potion of the incentive payable in shares. For financial reporting purposes, the total 223,214 shares were valued at $8,929 based on the $0.04 share price prior to the date of the Board’s performance assessment on 30 July 2026. This value of $8,929 was fully expensed in the year ended 30 June 2026. 14. A long-term incentive (LTI) plan was agreed with the Group’s CEO and CFO on 12 April 2024, comprising a total of 30,625,000 performance rights and 30,625,000 unlisted options. The issued securities were to vest in four tranches, after a minimum service period to 12 August 2025, when the 30-day volume-weighted average price of Iondrive’s shares exceeds set price hurdle applicable to each tranche at any time before 12 February 2027. The options and performance rights were granted on 6 August 2024, following shareholder approval on 18 July 2024. The unlisted options are exercisable at $0.012 at any time through to the expiry date of 6 August 2029 and were valued at $129,719 or $0.00424 per option using the Monte Carlo method. The option value has been expensed over the vesting period from 12 April 2024 to 12 August 2025 with $ 11,454 expensed in the current period (2025: $97,223). The balance of options at 30 June 2026 is 20,625,000. Each performance right is convertible into one fully paid ordinary share upon vesting. The performance rights were valued at $156,250 or $0.00510 per right using the Monte Carlo method. The performance rights are expensed over the vesting period from 12 April 2024 to 12 August 2025, with $13,796 expensed in the current period (2025: $117,107). The balance of performance rights at 30 June 2026 is 6,125,000. The total fair value of these long-term incentive securities of $285,969 was calculated using the Monte Carlo method. Relevant inputs to the Monte Carlo model: • Consideration: nil. • Exercise price: $0.012 for the options and nil for the performance rights • Grant date for the purposes of the valuation (agreement date): 12 February 2024 • Share price at grant date: $0.010 • Expiry date for unexercised options and performance rights: 6 August 2029 • Expected volatility of the Iondrive’s shares: 81.3% • Risk free rate: 3.911% Further information is provided below under the heading “Key management personnel long-term incentive plans”. 15. 20,000,000 performance rights were granted to the incoming interim CEO, Mr Utting, on 19 January 2026, as a long-term incentive. The performance rights vest, after a minimum service period to 18 July 2026, subject to the achievement of share price hurdles at any time prior to 19 January 2029. Once the performance rights have vested, the holder may elect to convert the performance rights into ordinary shares at any time prior to 19 January 2029, with each performance right converting into one fully paid ordinary share. The fair value of the options was calculated, using the Monte Carlo valuation method with a volatility of 112%, an interest rate of 4.081% (the three-year Australian Government bond rate) and an underlying share price the day prior to the agreement date of $0.045 being the closing share price the day prior to the engagement. The fair value of the Tranche 1 performance rights was determined to be $390,000 and Tranche 2 was determined to be $330,000. The performance rights are expensed over the vesting period from 18 January 2026 to 18 July 2026, with a total of $648,397 recognised in the current financial year. Further information is provided below under the heading “Key management personnel long-term incentive plans”. 16. 20,000,000 performance rights were approved by the Board on 15 June 2026, to be granted to Mr Hobbie, VP North America. The performance rights vest over six tranches, with the vesting of each tranche dependent on a minimum service period and the
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51 Iondrive Limited – Consolidated Entity // Annual Report 2026 achievement of performance milestones and ION share price hurdles by the nominated vesting dates. Any unexercised vested performance rights expire on 15 June 2029. The total $250,000 fair value of the options was calculated using the Monte Carlo valuation method with a volatility of 117%, an interest rate of 4.508% (the three-year Australian Government bond rate) and an underlying share price the day prior to the Board approval date of $0.021. The performance rights are expensed over the relevant vesting period of each tranche, with a total of $9,451 recognised in the current financial year. The valuation and vesting conditions for each tranche is as follows: Tranche Number of performance rights Service condition Share price hurdle Valuation 1 5,000,000 30-Jun-27 $0.06 $ 80,000 2 5,000,000 30-Jun-27 $0.10 $ 65,000 3 2,500,000 30-Jun-27 $0.10 $ 32,500 4 2,500,000 30-Jun-27 $0.10 $ 32,500 5 2,500,000 30-Jun-28 $0.20 $ 20,000 6 2,500,000 30-Jun-28 $0.20 $ 20,000 20,000,000 $ 250,000 Each tranche is also subject to the achievement of specific milestones related to US funding and incentive packages, industry and government collaborations in the US (including feedstock and offtake agreements), and outcomes related to the establishment of a processing facility in the US. The share price hurdles are measured by a 20-day VWAP. The performance rights were issued subsequent to 30 June 2026. Historical volatility has been used as the basis for determining expected share price volatility as it is assumed that this is indicative of future movements. The life of the options is based on the historical exercise patterns, which may not eventuate in the future. Other than the above, there were no other securities granted to Key Management Personnel. The following reconciles the outstanding share options granted as share based payments at the beginning and end of the financial year: Options granted as share based payments 2026 2025 Number of options Weighted average exercise price $ Number of options Weighted average exercise price $ Balance at beginning of financial year 116,405,000 $0.031 66,405,000 $0.030 Granted during the financial year (i) 32,000,000 $0.067 65,000,000 $0.033 Exercised during the financial year (3,100,000) $0.025 - - Lapsed/forfeited during the financial year (ii) (16,880,000) $0.041 (15,000,000) $0.035 Balance at end of the financial year (iii) 128,425,000 $0.039 116,405,000 $0.031 128,425,000 options, relating to share-based payments, are outstanding at the end of the financial year (2025: 116,405,000). These options had an average exercise price of $0.039 (2025: $0.031) and a weighted average remaining contractual life of 786 days (2025: 1,003 days). Key management personnel long-term incentive plans (i) CEO (ceased 19 April 2026) and CFO - Performance Rights and Options A long-term incentive plan was agreed with the Group’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO) on 12 April 2024, comprising a total of 30,625,000 performance rights and 30,625,000 unlisted options. The options and performance rights were granted on 6 August 2024, following shareholde r approval on 18 July 2024. The options and performance rights vest, after a minimum service period to 12 August 2025, in four tranches when the 30-day volume weighted average price of Iondrive’s ordinary shares exceeds the following price hurdles at any time prior to 12 February 2027:
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52 Iondrive Limited – Consolidated Entity // Annual Report 2026 Price Hurdles Fair Value per Option Fair Value per Performance Right CEO Number of Options CEO Number of Performance Rights CFO Number of Options CFO Number of Performance Rights Tranche 1 $0.017 $0.0063 $0.0087 2,250,000 2,250,000 562,500 562,500 Tranche 2 $0.025 $0.0056 $0.0073 2,250,000 2,250,000 562,500 562,500 Tranche 3 $0.050 $0.0044 $0.0052 10,000,000 10,000,000 2,500,000 2,500,000 Tranche 4 $0.075 $0.0033 $0.0037 10,000,000 10,000,000 2,500,000 2,500,000 24,500,000 24,500,000 6,125,000 6,125,000 Movements in the year ended 30 June 2026: Exercised - (14,500,000) - - Lapsed (10,000,000) (10,000,000) - - Balance as at 30 June 2026 14,500,000 - 6,125,000 6,125,000 Vested as at 30 June 2026 14,500,000 - 3,625,000 3,625,000 Vested performance rights and options convert into one fully paid ordinary share upon exercise. For further information in relation to the fair value calculation is provided in footnote 14 above. (ii) Interim CEO appointed 19 January 2026 (transitioning to Chief Strategy & Commercial Officer effective 1 August 2026) - Performance Rights On 19 January 2026, Iondrive granted 20,000,000 performance rights, as a long-term incentive, to Mr Utting, the Group’s newly appointed interim CEO. Mr Utting was appointed interim CEO to lay the foundation for commercial success while assisting to recruit an appropriate successor. The incentive remains in place as Mr Utting transitions to a new role, as Chief Strategy & Commercial Officer (effective 1 August 2026). The performance rights vest, after a minimum service period to 18 July 2026, subject to the achievement of the following share price hurdles at any time prior to 19 January 2029: • 10,000,000 vest when the 30-day volume weighted average price of Iondrive’s ordinary shares exceeds $0.10 per share (Tranche 1); and • 10,000,000 vest when the 30-day volume weighted average price of Iondrive’s ordinary shares exceeds $0.20 per share (Tranche 2). Once the performance rights have vested, the holder may elect to convert the performance rights into ordinary shares at any time prior to 19 January 2029, with each performance right converting into one fully paid ordinary share. For further information in relation to the fair value calculation is provided in footnote 15 above. 18. OPERATING SEGMENTS Segment Information Identification of reportable segments AASB 8 requires operating segments to be identified on the basis of internal reports about components of the consolidated entity that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. The Board have concluded that for the Group’s operations for the financial year, there are two separately identifiable operating segments, being the divested exploration business and commercialisation of the IONSolvTM technology.
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53 Iondrive Limited – Consolidated Entity // Annual Report 2026 Year Ended 30 June 2026 Unallocated $ IONSolvTM Technology $ Total Continuing Operations $ Exploration (discontinued operations) $ Consolidated $ Segment Revenue (Loss)/Profit on sale of investments - - - 310,956 310,956 Other Income 84,834 3,552,459 3,637,293 356,220 3,993,513 Total Segment Income 84,834 3,552,459 3,637,293 667,176 4,304,469 Segment Expenses Technology expenditure - (6,348,717) (6,348,717) - (6,348,717) Other expenditure (3,874,750) (604,758) (4,479,508) (496,151) (4,975,659) Total Segment Expenditure (3,874,750) (6,953,475) (10,828,225) (496,151) (11,324,376) Segment Profit/(Loss) before income tax (3,789,916) (3,401,016) (7,190,932) 171,025 (7,019,907) Income Tax Benefit - - - - - (Loss)/Profit (3,789,916) (3,401,016) (7,190,932) 171,025 (7,019,907) Assets and Liabilities Intangible assets - 1,304,871 1,304,871 - 1,304,871 Other segment assets 7,000,748 1,328,971 8,329,719 - 8,329,719 Segment Assets 7,000,748 2,633,842 9,634,590 - 9,634,590 Other Segment Liabilities (420,496) (3,015,223) (3,435,719) - (3,435,719) Segment Liabilities (420,496) (3,015,223) (3,435,719) - (3,435,719) Net Segment Assets 6,580,252 (381,381) 6,198,871 - 6,198,871 Year Ended 30 June 2025 Unallocated $ IONSolvTM Technology $ Total Continuing Operations $ Exploration (discontinued operations) $ Consolidated $ Segment Revenue Other Income 144,690 1,090,573 1,235,263 476,268 1,711,531 Total Segment Income 144,690 1,090,573 1,235,263 476,268 1,711,531 Segment Expenses Exploration expenses - - - (378,174) (378,174) Technology expenditure - (2,854,972) (2,854,972) - (2,854,972) Other expenditure (2,308,451) (447,272) (2,755,723) (342,350) (3,098,073) Total Segment Expenditure (2,308,451) (3,302,244) (5,610,695) (720,524) (6,331,219) Segment Profit/(Loss) before income tax (2,163,761) (2,211,671) (4,375,432) (244,256) (4,619,688) Income Tax Benefit - - - - - (Loss)/Profit (2,163,761) (2,211,671) (4,375,432) (244,256) (4,619,688) Assets and Liabilities Intangible assets - 1,449,857 1,449,857 - 1,449,857 Other segment assets 6,245,673 1,167,971 7,413,644 130,134 7,543,778 Segment Assets 6,245,673 2,617,828 8,863,501 130,134 8,993,635 Other Segment Liabilities (491,222) (802,495) (1,293,717) (248,082) (1,541,799) Segment Liabilities (491,222) (802,495) (1,293,717) (248,082) (1,541,799) Net Segment Assets 5,754,451 1,815,333 7,569,784 (117,948) 7,451,836
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54 Iondrive Limited – Consolidated Entity // Annual Report 2026 19. PROFIT/(LOSS) PER SHARE 2026 Cents per share 2025 Cents per share Basic & Diluted Loss per Share (cents per share) – continuing operations (0.57) (0.49) Basic & Diluted Profit/(Loss) per Share (cents per share) – discontinued operations 0.01 (0.02) Basic & Diluted Loss per Share (cents per share) – from total operations (0.56) (0.51) Basic and Dilutive Loss per share The loss and weighted average number of ordinary shares used in the calculation of basic and diluted earnings per share are as follows: $ $ Loss for the year from continuing operations (7,190,932) (4,442,529) Loss for the year from discontinued operations 171,025 (177,159) Total comprehensive loss (7,019,907) (4,619,688) The loss used in the calculation of basic and diluted earnings per share agrees directly to loss in the statement of financial performance. No. No. Weighted average number of ordinary shares – for Basic EPS 1,245,530,374 899,032,571 Weighted average number of ordinary shares – for Diluted EPS 1,245,530,374 899,032,571 The number of ordinary shares used in the calculation of Diluted Loss per Share is the same as the number used in the calculation of Basic Loss per Share for both financial years, as options and performance rights are not considered dilutive as the Group has incurred a loss. 20. CONTROLLED ENTITIES CONSOLIDATED Entity name Country of Incorporation % of share capital held 2026 % of share capital held 2025 Parent Entity Iondrive Limited Australia Controlled Entities Challenger West Holdings Pty Ltd Australia 100% 100% CMH Resources Pty Ltd Australia 100% 100% Gawler Arc Holdings Pty Ltd Australia 100% 100% Southern Mining Pty Ltd Australia 100% 100% Inferus Resources Pty Ltd 1 Australia 100% 100% New Southern Mining Pty Ltd Australia 100% 100% Iondrive Technologies Pty Ltd Australia 100% 100% Iondrive AU Pty Ltd Australia 100% 100% Iondrive EU GmbH Germany 100% 100% Iondrive EU BV Netherlands 100% - Iondrive US LLC USA 100% - International Gold Private Limited Singapore - 100% Korea Metal Resources Ltd.2 South Korea - 100% 1 All shares in Inferus Resources Pty Ltd are held by Southern Mining Pty Ltd. 2 All shares in Korea Metal Resources Ltd were held by International Gold Private Limited. International Gold Private Limited was divested during the year ended 30 June 2026 (refer note 14(c)).
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55 Iondrive Limited – Consolidated Entity // Annual Report 2026 21. PARENT COMPANY INFORMATION 2026 $ 2025 $ Assets Current assets 6,998,869 6,085,521 Non-current assets 93,287 448,914 Total assets 7,092,156 6,534,435 Liabilities Current liabilities 890,549 488,177 Non-current liabilities 2,736 3,045 Total liabilities 893,285 491,222 Net Assets 6,198,871 6,043,213 Equity Issued capital 76,013,950 71,855,966 Retained earnings (72,008,460) (66,819,129) Share based payments reserve 2,193,381 1,006,376 6,198,871 6,043,213 Financial Performance Loss for the year (5,415,623) (4,577,633) Other comprehensive income Total comprehensive loss (5,415,623) (4,577,633) Guarantees in relation to the debts of subsidiaries - - 22. GOING CONCERN BASIS OF ACCOUNTING The financial report has been prepared on the basis of a going concern. The Consolidated Group incurred a net loss after tax from continuing operations of $7,190,932 for the year ended 30 June 2026, and a net cash outflow of $3,303,415 from operating activities. At 30 June 2026, the Consolidated Group had a cash position of $6,968,972,current receivables of $1,188,919 and total liabilities of $3,432,982. While much of the Group’s expenditure is of a discretionary nature, which may be terminated or delayed depending on available funding, it is not the Group’s intention to defer or delay development of its technologies, as such based on forecast cashflows, the Group is dependent on obtaining additional funding to meet its planned expenditure. These conditions give rise to a material uncertainty that may cast significant doubt upon the Group’s ability to continue as a going concern. The Directors believe that it is appropriate to prepare the financial statements on the going concern basis. The Group’s ability to continue as a going concern is contingent on the success of grant applications, funding generated through industry collaborations, the ability to delay or reduce discretionary expenditure and/or raise additional capital. The Group has historically been able to raise additional capital, most recently during the year ended 30 June 2026. If additional capital is not obtained, the going concern basis may not be appropriate, with the result that the Group may have to realise its assets and extinguish its liabilities, other than in the ordinary course of business and at amounts different from those stated in the financial report. No allowance for such circumstances has been made in the financial report.
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56 Iondrive Limited – Consolidated Entity // Annual Report 2026 23. EVENTS SUBSEQUENT TO REPORTING DATE Appointment of CEO On 20 July 2026, Iondrive announced the appointment of Dr Grant Caffery as Chief Executive Officer, effective 1 August 2026, completing the planned executive transition as the Group advances its ongoing strategy for the commercialisation of IONSolv™, its proprietary metal extraction platform for the selective recovery of critical minerals across multiple feedstocks. Issue of shares as executive remuneration On 6 August 2026, the Iondrive issued 223,214 ordinary fully paid shares to the Chief Financial Officer as an annual bonus, following the Board's assessment of performance of the Group for the financial year ended 30 June 2026. The market value of the shares was expensed in the year ended 30 June 2026 (refer Note 17). Five-tonne production campaign commissioned in North America On 3 August 2026, the Group announced that it has engaged Kingston Process Metallurgy Inc to undertake the Group’s first five-tonne IONSolv™ rare earth batch production campaign, targeting production of approximately 1.4 tonnes of mixed rare earth oxide (MREO) in Q4 CY2026. The campaign represents a significant transition from technical validation towards commercial-scale production, with the resulting MREO expected to support downstream customer qualification and refining programs in North Americ a. Issue of Performance Rights to the VP North America 20,000,000 performance rights were issued to Mr Hobbie, VP North America, on 6 August 2026. The performance rights vest over six tranches, with the vesting of each tranche dependent on a minimum service period and the achievement of performance milestones and ION share price hurdles by the nominated vesting date. The performance rights are being expensed over the relevant vesting period of each tranche – this commenced prior to 30 June 2026, upon Board approval to offer the performance rights to Mr Hobbie ( refer footnote 16 of Note 17). Other than the above, there has not arisen any other matters or circumstances, since the end of the financial year which significantly affected or could affect the operations of the Group, the results of those operations, or the state of the Group in future years. 24. RESERVES The share-based payments reserve records items recognised as expenses on valuation of options issued to employees or other service providers (refer Note 17). The foreign currency translation reserve records foreign currency exchange differences arising on translation of a foreign controlled subsidiary. 25. REGISTERED OFFICE AND PRINCIPAL OFFICE The registered and principal office of the Company and its controlled entities is: 16 Anster Street, Adelaide, South Australia, 5000 ABN 30 107 424 519
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57 Iondrive Limited – Consolidated Entity // Annual Report 2026 Consolidated Entity Disclosure Statement Bodies corporate Tax Residency Entity name Entity type Trustee, partner or participant in Joint Venture Country of Incorporation % of share capital held Australian or foreign Foreign Jurisdiction Parent Entity Iondrive Limited Body Corporate N/A Australia N/A Australian N/A Controlled Entities Challenger West Holdings Pty Ltd Body Corporate N/A Australia 100% Australian N/A CMH Resources Pty Ltd Body Corporate N/A Australia 100% Australian N/A Gawler Arc Holdings Pty Ltd Body Corporate N/A Australia 100% Australian N/A Southern Mining Pty Ltd Body Corporate N/A Australia 100% Australian N/A Inferus Resources Pty Ltd Body Corporate N/A Australia 100% Australian N/A New Southern Mining Pty Ltd Body Corporate N/A Australia 100% Australian N/A Iondrive Technologies Pty Ltd Body Corporate N/A Australia 100% Australian N/A Iondrive AU Pty Ltd Body Corporate N/A Australia 100% Australian N/A Iondrive EU GmbH Body Corporate N/A Germany 100% Both Germany Iondrive EU BV Body Corporate N/A Netherlands 100% Both Netherlands Iondrive US LLC Body Corporate N/A USA 100% Both US Consolidated Entity Disclosure Statement – Basis of preparation Basis of Preparation This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes required information for each entity that was part of the consolidated entity as at the end of the financial year. Consolidated entity This CEDS includes only those entities consolidated as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements (AASB 10). Determination of Tax Residency Section 295 (3A) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgment as there are currently several 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: Australian tax residency The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance. 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. Partnerships and Trusts Australian tax law does not contain specific residency tests for partnerships and trusts. Generally, these entities are taxed on a flow-through basis so there is no need for a general residence test. There are some provisions which treat trusts as residents for certain purposes, but this does not mean the trust itself is an entity that is subject to tax. Additional disclosures on the tax status of partnerships and trusts have been provided where relevant.
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58 Iondrive Limited – Consolidated Entity // Annual Report 2026 Directors’ Declaration The Directors of Iondrive Limited declare that: a) the financial statements and notes are in accordance with the Corporations Act 2001, and: i.) give a true and fair view of the financial position as at 30 June 2026 and of the performance for the year ended on that date of the Consolidated Group; and ii.) comply with Accounting Standards; and iii.) Iondrive Limited complies with International Financial Reporting Standards as described in Note 1; and b) the Chief Executive Officer and Chief Financial Officer have declared that: i) The financial records of the Company for the financial year have been properly maintained in accordance with s286 of the Corporations Act 2001; ii) The financial statements and notes for the financial year comply with the Accounting Standards; and iii) The financial statements and notes for the financial year give a true and fair view; c) in the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. d) With regard to the Consolidated entity disclosure statement, the statement is true and correct and complies with the requirements of Section 295 of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Board of Directors Dated at Adelaide this 31st day of August 2026. M McNeilly Chairman
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Grant Thornton Audit Pty Ltd Grant Thornton House Level 3 170 Frome Street Adelaide SA 5000 GPO Box 1270 Adelaide SA 5001 T +61 8 8372 6666 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 Iondrive Limited Report on the audit of the financial report Opinion We have audited the financial report of Iondrive 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.
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Grant Thornton Audit Pty Ltd 2 Material uncertainty related to going concern We draw attention to Note 22 in the financial statements, which indicates that the Group incurred a net loss after tax from continuing operations of $7,190,932 during the year ended 30 June 2026, and had a net cash outflow from operating activities of $3,303,415 for the year then ended. As stated in Note 22, these events or conditions, along with other matters as set forth in Note 22, indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. 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. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report. Key audit matter How our audit addressed the key audit matter Intangible assets (Note 1i., 1o. and 7) At 30 June 2026 the carrying value of intangible assets, which were separately acquired, was $1,304,870. The assets are not yet available for use and therefore an annual impairment tested is required in accordance with AASB 136 to determine whether the carrying amount is in excess of the recoverable amount. Management has applied a replacement-cost methodology to estimate the recoverable amount of intangible assets. In making these estimates, management makes assumptions in relation to replacement costs, obsolescence, wastage, and future commercial viability, which are inherently subjective and could have a significant impact on the recoverable amount. This area is a key audit matter due to the auditor judgement required to assess management’s assumptions used in estimating the recoverable amount of the intangible assets. Our procedures included: • Obtaining an understanding of the processes and evaluating the design and implementation of relevant controls relating to assessing the recoverable amount of intangible assets; • Assessing the methodology used by management against the requirements of AASB 136; • Assessing the mathematical accuracy of the model; • Evaluating the appropriateness of key assumptions and inputs used in the calculations by; − Inspecting board minutes and other publicly available information (such as ASX announcements, results of recent trials, and press releases) and other qualitative considerations (such as market valuation of the Group compared to its net assets and subsequent events) to assess whether any data exists to suggest the carrying value of these intangible assets may be impaired; − Making enquiries of researchers involved directly with the research to determine whether any facts and circumstances exist that would indicate the underlying assumptions used in management’s impairment model are not appropriate; and • Assessing the disclosures against the requirements of the 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.
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Grant Thornton Audit Pty Ltd 3 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: 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 I S Kemp Partner – Audit & Assurance Adelaide, 31 August 2026 Opinion on the remuneration report We have audited the Remuneration Report included in the Directors’ report for the year ended 30 June 2026. In our opinion, the Remuneration Report of Iondrive Limited, for the year ended 30 June 2026 complies with section 300A of the Corporations Act 2001.