Annual report
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Annual Report 2026
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3 2 1 A vertically integrated performance materials company T alga is a battery anode and advanced materials company accelerating the global transition towards sustainable growth. Our ambition is to enable the world’s most sustainable and high performance battery and consumer products. Our vertical integration, strategic location and innovative processes are key to getting there. T alga is developing the Vittangi Anode Project in Sweden and has Research and Development facilities in the UK. Our corporate office is in Australia. ASX: TLG US OTCQX: TLGRF talgagroup.com 1. Luleå, Sweden Anode production 2. Cambridge, United Kingdom Battery materials product and technology centre 3. Perth, Australia Corporate head office 2 Tal g a
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3 2 1 Company Overview 4 Letter from the Chair 7 Operational Review 8 Product Range 10 Sustainability Report 2026 12 Corporate Governance Statement 25 Mineral Resources and Ore Reserve Statement 32 Financial Report 2026 37 Corporate Directory 38 Directors' Report 2026 39 Auditor's Independence Declaration 68 Consolidated Financial Statements 69 Notes to the Consolidated Financial Statements 73 Consolidated Entity Disclosure Statement 108 Directors' Declaration 109 Independent Auditor's Report 110 Additional Shareholder Information 115 Contents Annual Report 2026 3
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T alga’s high-power battery anode material is engineered to make lithium-ion batteries charge faster, deliver powerful performance and support endurance. Produced in Sweden using proprietary graphite purification, recycling, shaping and coating technologies, T alga’s suite of products provides battery manufacturers with a FEOC-free anode material, eliminating exposure to supply chain insecurity. T alga Group Ltd is listed on the Australian Securities Exchange under ticker TLG and trades on the US OTCQX market as TLGRF. Our vision T alga is a battery anode and advanced materials company accelerating the global transition towards sustainable growth. Our ambition is to enable the world’s most sustainable and high performance battery and consumer products. Our vertical integration, strategic location and innovative processes are key to getting there. Our values We develop greener battery anode and advanced materials that will help shift the world to a sustainable future. We work with one of the highest-grade graphite resources in the world at our mine and coated anode production facilities in northern Sweden, ensuring our part of the battery supply chain is clean, ethical and secure. Company Overview 4 Tal g a
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74 Patent Applications 34 Granted Patents 16 Patent Families A$200k from customer receipts $18.7m cash balance as at 30 June, 2026 4 Countries 46 Employees 4 9 % : 5 1 % Women : Men Annual Report 2026 5
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“Demand for high-performance, secure and traceable battery material supply continues growing strongly and supports T alga’s strategic position.” 6 Tal g a
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Dear Fellow Shareholders, On behalf of the Board, I am pleased to share T alga Group’s progress for the financial year ended 30 June 2026. This was a year in which we moved meaningfully from development and qualification into early commercialisation, while strengthening the foundations of our integrated, sustainable high-power battery anode business. A major milestone was the start of commercial anode sales under our binding offtake agreement with Nyobolt. These deliveries marked the first commercial natural graphite anode produced outside Asia to enter the global battery supply chain, and provided important validation of T alga’s proprietary technology, operations and vertically integrated model. With China controlling almost 100% of the global graphite anode supply chain, including critical feedstock and manufacturing process equipment, T alga’s wholly independent position gives us a distinct and growing advantage in the market. We also made solid progress de-risking the planned staged development of the Vittangi Anode Project, with all Front- End Engineering Design technical work packages for the anode plant completed on time and on budget. Customer engagement strengthened across key markets, with T alga expanding product deliveries into Japan, Europe and the United States, and increased sales volumes of both T alnode®-C and T alphite® from the EVA demonstration plant. Commercial discussions with customers, strategic partners and government agencies were active across our targeted markets, supporting offtake, investment and non-dilutive funding objectives for the Vittangi Anode Project. Our technology position also advanced, with further patent grants for T alnode® materials and production methods secured in the United States, Japan, Australia and South Korea. The Company also joined the UK government-funded REMADE project alongside Altilium and Nyobolt, winning supportive funds and contributing to circular battery materials. Throughout the year we maintained a disciplined approach to operations, consolidating selected European activities and focusing resources on core production, product development and commercial priorities. Demand for high-performance, secure and traceable battery material supply continues growing strongly and supports T alga’s strategic position. Our integrated resource base, Swedish production pathway, proprietary technology and expanding customer pipeline provides us a differentiated platform for long-term growth. Looking ahead, the Board and management team remain focused on converting commercial interest into binding agreements, advancing project financing and preparing for the staged development of the Vittangi Anode Project. While market, permitting, financing and execution risks remain, T alga enters the new financial year with clear priorities and encouraging commercial momentum. I thank our shareholders, employees, partners, customers and stakeholders for their continued support as we work to build long-term shareholder value. Yours sincerely, T erry Stinson Non-Executive Chair Letter from the Chair T erry Stinson | Non-Executive Chair Annual Report 2026 7
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Operational Review The year was significant for T alga as anode production transitioned from qualification toward commercial supply. T alga completed the first sale of anode material under the commercial terms of its binding Nyobolt offtake agreement. The deliveries of T alnode®-C from the EVA plant in Luleå transitioned from qualification volumes to commercial volume sales following successful customer audits and after passing extensive product qualification. The Company understands this to be the first natural graphite anode produced outside of Asia to be delivered into the global battery supply chain. The Nyobolt agreement is for 3,000 tonnes of anode material over four years, and T alga will continue to supply similar volumes from the EVA plant pending transition to the planned commercial-scale anode plant. Demand for T alnode® products increased during the year, particularly from manufacturers seeking fast-charge and high-power applications. Extra capacity was added to the EVA Plant in Sweden in response, and by year end, T alga was producing anode material for more than 20 customer validation programs targeting premium performance. The Company’s product portfolio expanded with new lines, including conductive additives for battery cathodes and industrial metal powder applications, and specialty coatings for advanced manufacturing. T alga unveiled T alnode®-R, a proprietary graphite anode product made from recycled lithium-ion battery waste, ahead of a non-binding supply agreement with Germany’s Aurubis to secure high-quality recycled graphite. The Company also joined the UK government-funded Battery Innovation Program ‘REMADE’ project with Altilium, Nyobolt and an international automotive company to produce active anode material from end-of-life EV batteries and manufacturing scrap to make ultra-fast charge batteries. Separately, T alga executed a Joint Development Agreement with Germany’s V4Smart, co-owned by Porsche and Varta, to develop and qualify T alnode® high- performance graphite anode for next-generation fast- charge battery cells. T echnology development remained a core focus for the Company. Research and development operations were centralised to Cambridge, United Kingdom, with the Rudolstadt facility in Germany closed and associated assets and roles rationalised. The Company strengthened its intellectual property position, securing patents in the United States, Japan, South Korea and Australia for proprietary anode material production technologies. T alga currently has 16 active patent families, comprising 34 granted patents worldwide, with T alnode®-C accounting for the largest number of registrations in the product group. The Swedish Energy Agency, under its Industrial Leap (“Industriklivet”) program, awarded T alga grant of A$13.35 million to undertake Front-End Engineering Design (“FEED”) for an anode production line incorporating recycled feedstock. The project, “Sustainable, low emission active anode material made from natural graphite and recycled graphite”, has a total value of A$30.8 million. T echnical aspects of the FEED study were completed on time and on budget. The objectives of the Industriklivet project are to: • demonstrate large-scale industrial production; • achieve measurable emissions reductions; • enable regulatory and market compliance; • accelerate market adoption; and • strengthen Europe’s supply chain resilience. Engineers Worley completed the process, mechanical and piping work packages while Sweco delivered civil and structural design, and ABB completed the electrical engineering design. Engineering deliverables are being assessed by T alga’s technical team whose findings will inform the project’s financial evaluation and support engagement with prospective financiers ahead of Final Investment Decision. Strategically, the company pivoted to a staged, capital disciplined commercialisation pathway. This is intended to enable initial production from existing graphite stockpiles, with capacity then scaled in line with supply agreements. This modular approach is designed to reduce execution risk as the Company moves toward full commercial capacity, subject to FID and funding completion. Structural demand for lithium-ion batteries grew across all applications during the year, broadening from passenger EVs into BESS, AI and data-centre power, autonomous unmanned vehicles, defence, aerospace, robotics and heavy-duty transport. These uses typically value fast charge, high power density and supply security more than lowest commodity cost, supporting premium pricing for high-performance anode material. T alga’s T alnode® product range and customer programs are directed at those segments. 8 Tal g a
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T alga’s focus on qualified, high-performance T alnode® products, and a staged production pathway is intended to position the Company in those higher-specification segments rather than in the oversupplied bulk market. Meantime, global anode and graphite markets remained challenging through 2026 amid Chinese oversupply, making project financing more difficult for producers outside Asia. At the same time, policy and customer requirements are beginning to distinguish the market. Europe, Japan and US markets are placing greater weight on supply-chain security and demand for high-power and ultra-fast-charge cells has grown, while bulk commodity prices have been subdued. Financial Review T alga strengthened its funding position during the year, through a combination of equity raisings and grant funding. The Company received A$13.35 million in Swedish Energy Agency grant funding under the Industriklivet program to support a study into near-industrial scale anode manufacturing and commercial plant engineering. The Company also raised A$14.5 million before costs through an institutional placement and an additional A$7.5 million from a Share Purchase Plan (“SPP”) to retail investors. A total of 53.1 million new ordinary shares were issued through the Placement and SPP at A$0.41 per share. At June 30, 2026, T alga Group recorded cash and cash equivalents of A$18.6 million (2025: $13.2 million) and net current assets (working capital position) of $7.0 million (2025: $10.5 million). The Company sold double the value of product (A$200,727), compared to the previous year (2025: A$106,168). Funding from grants for research and development was in line with the previous year at A$1.1 million (2025: A$967,594). Capital expenditure for plant and equipment tripled, to A$11.3 million (2025: A$3.8 million) predominantly due to the Industriklivet project. The rationalisation of the Research and Development activities and subsequent wind down of the Rudolstadt facility in Germany, resulted in an impairment of A$1.3 million. The Group made a net loss of $20.1 million for the year, which widened from the previous year. (2025: A$16.7 million). T alga fell below the reporting threshold requirements under the Australian National Greenhouse Emission Regulation (“NGER”) to report its annual greenhouse gas emissions and energy use and is therefore not required to register or report. Annual Report 2026 9
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Graphite Products T alphite®-C Natural Graphite Additives T alga’s natural high-purity graphite, sourced from the Vittangi deposit in northern Sweden, is a versatile, advanced graphite material suitable as conductive additives and a variety of industrial products, such as fuel cells, thermal management products, conductive polymers and composites and lubricants. Its high purity and crystallinity give rise to excellent electrical and thermal conductivity, and chemical stability. T alga’s proprietary production methods enable a more sustainable and lower- carbon graphite supply chain compared to conventional alternatives. T alphite®-R Recycled Graphite T alphite®-R series originates from battery recycling, where T alga’s purification technology ensures recycled battery anode can be reintroduced into the high-purity (>99.95%) graphite supply chain. These products find use in many of the same applications as virgin graphite while reducing demand for newly mined raw materials or petroleum- based artificial graphite processing, supporting a more circular, lower-carbon supply chain. T alphite®-HSA High surface Area Additives High-surface-area graphite products combine excellent conductivity with a large active surface area (25m2/g and above), making them suitable for conductive additives, fuel cells, advanced composites, filtration media, and other specialty industrial applications. T alphite®HSA products are made from high-purity T alphite through scalable processing methods to maintain high product quality and reproducibility. T alga’s high surface area products span from graphite to few-layer graphene. Product Range 10 Tal g a
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Anode Products Ta l n o d e ®- C Graphite Anode Series T alnode®-C delivers high power to high-performance lithium-ion batteries. It is made from our unique Swedish high-grade natural graphite through proprietary purification and anode manufacturing processes to offer industry-leading low emission active anode. T alnode®-C can be used either as 100% active material or as part of a blended product. It is fully compatible with standard water-based electrode manufacturing processes. The product offers low electrode resistance, low swelling and provides outstanding fast charge and low temperature performance for battery electric vehicles, hybrids and consumer electronics. Ta l n o d e ®-A Anode Precursor T alnode®-A is a shaped, uncoated anode precursor made from T alga’s high-purity natural graphite. The product is engineered for advanced energy- storage applications, with controlled particle shape, size, purity and crystallinity. T alnode®-A offers a secure, traceable and sustainable supply chain for anode products that require consistent performance, high conductivity, and reliable material quality. Ta l n o d e ®- R Recycled Series T alga’s proprietary recycled graphite anode is made from repurposed production scrap or end- of-life battery black mass. Produced in Europe in a proprietary process, T alnode®-R aims to improve circularity by reintroducing spent graphite anode in new lithium-ion battery production. This helps increase regional self-reliance, reduce landfilling or burning of waste battery materials and decrease greenhouse gas emissions associated with synthetic graphite’s fossil fuel precursors. Utilising its established plant design, T alnode®-R is positioned to capitalise on fast growing graphite waste volumes from battery recyclers across multiple regions. T alnode®-Si 550 High Energy Series T alnode®Si is a silicon-carbon composite material developed to boost energy density of graphite battery anodes while offering low swelling in use. The product is suitable as drop-in additive in industrial water-based electrode manufacturing processes. The highly scalable manufacturing process offers a cost-efficient product for energy density increase. Annual Report 2026 11
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During FY2026, T alga’s sustainability priorities continued to focus on responsible project design and development, circular battery materials, safe and inclusive workplaces, community engagement and transparent governance as our mine-to-anode development advanced through permitting, detailed planning, financing and customer qualification milestones. Sustainability is embedded throughout T alga’s strategy and operations through ISO-certified management systems; low-carbon product and process design; responsible resource development; renewable electricity use; circular economy initiatives; nature-positive commitments; responsible water and land management; continuous innovation; and strong governance. Through this integrated approach we seek to: • Support the resilience of the battery supply chain in Europe and other key markets; • Enable electrification and energy transition objectives; • Reduce life cycle emissions in battery manufacturing; • Create local employment and economic opportunities; • Advance circular economy solutions in our value chains; and • Deliver long-term benefits for shareholders, communities and society This report details T alga’s progress on our sustainability initiatives over the last 12 months to June 30, 2026, unless noted otherwise. (“Reporting Period”). Looking ahead As T alga prepares for final investment decision, construction and operation of our battery anode business, we are implementing a sustainability reporting plan to align with future disclosure requirements under the Australian Sustainability Reporting Standards and European Sustainability Reporting Standards, as well as broader investor, lender, customer and community expectations. The plan will scale existing practices during execution phases while also pursuing alignment with leading frameworks, including the Initiative for Responsible Mining Assurance and the International Council on Mining and Metals Mining Principles In the near term T alga will focus on strengthening data readiness and the integration of environmental, social and governance considerations into decision-making, risk management and project delivery. T alga’s project development and financing approach is also being assessed against relevant international environmental and social lending expectations, including the Equator Principles, European Investment Bank Environmental and Social Standards, and the International Finance Corporation Performance Standards on Environmental and Social Sustainability. T alga maintains a proactive stance on sustainability disclosure and continues to track emerging sustainability reporting compliance requirements in Australia and Europe. Sustainability Report 2026 12 Tal g a
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Governance T alga has embedded sustainability in its corporate governance structure, which continues to evolve alongside the development of our mine-to-anode business. The Group’s corporate governance framework, ensuring transparent and accountable practices built on fairness and equality, includes corporate governance policies, procedures and charters with reference to the fourth edition of the ASX Corporate Governance Council’s Principles and Recommendations. The Directors of the T alga Group Board have diverse business leadership and operational management experience relevant to the development, execution and growth of T alga’s core business. The competencies and skills of the Directors are set out in the skills matrix in our corporate governance statement. T o assist in the discharge of its responsibilities, including sustainability, the T alga Group Board has two standing committees: Audit and Risk Committee and Remuneration Committee. Board and Committee structures, charters and governance practices are reviewed regularly to reflect the evolving nature of our business, the advancing development of our project, best practices, financing requirements, stakeholder expectations and delivery of strategy. Talga Integrated Management System The T alga Integrated Management System (“IMS”) is the combination of multiple management systems across our organisation into a unified framework. This approach allows for streamlining of processes, reduces duplication and improves the overall efficiency and effectiveness of our management systems. Our IMS applies to our operations, as well as contractors, subcontractors and suppliers. The IMS is implemented and maintained in line with our ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 certifications adhering to internationally recognised standards for Quality, Environmental and Health & Safety management. In addition, T alga has secured ISO 27001:2022 ISMS (Information Security Management Systems) across the Group. We strive for continual improvement with our IMS as we transition from development phase to commercial operations. Annual Report 2026 13
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Risk management framework Through its risk management and control framework T alga identifies, assesses, manages and monitors strategic, operational, environmental, social and climate-related risks associated with development of its integrated business. The framework is embedded within corporate governance, project development and business planning processes, and is overseen by the Audit and Risk Committee. Responsibility for risk management, control implementation and ongoing monitoring is delegated to the appropriate levels of management across the Group. This approach supports the timely identification of emerging risks and opportunities whilst ensuring accountability across all areas of the business. Risk management remains fundamental to creating long- term business value and managing the confidence of shareholders, customers, employees, communities and other stakeholders. The Group regularly evaluates risks to support informed decision making and sustainable growth. Climate related risks: The Group continues to assess climate related risks and opportunities, and to integrate climate considerations into our project and operational developments. Assessments include the financial impact on potential revenue, costs and overall value; analyses how these scenarios could affect our operations, supply chain and market demand; and assesses the feasibility, cost- effectiveness and benefits of potential mitigation strategies. Based on analysis undertaken to date, T alga has not identified any major or fatal risks arising from climate change. Climate-related risk assessments are reviewed and updated periodically to reflect changes in the operating environment, project development status and asset-level risk and opportunity profiles. Environmental and social risk: We recognise that responsible environmental and social performance is critical to maintaining T alga’s social license to operate and delivering sustainable outcomes. Environmental and social risks considered include biodiversity, water management, emissions, waste management, land-use impacts, workforce health and safety, community relations, human rights, cultural heritage, stakeholder expectations and the attraction and retention of skilled employees. These risks are managed through operational controls, management systems including policy frameworks and stakeholder engagement plans, regulatory compliance processes and ongoing monitoring and review. T alga seeks to identify potential impacts early and implement appropriate mitigation measures throughout the project lifecycle. Materiality assessment and emerging risks: T alga’s previous materiality assessment plots significant economic, environmental and social topics, providing a holistic view of the relative significance of our impacts and associated risks and opportunities. The assessment was conducted in alignment with the Global Reporting Initiative (“GRI”) framework and continues to inform sustainability strategy, reporting and risk management activities. T o ensure our risk management approach remains relevant and responsive, T alga intends to undertake an updated materiality assessment. This update will consider T alga’s evolving operational portfolio and risk profile together with external factors including regulatory developments, customer, supplier and partner interests, local community and other stakeholder interests, the views of ratings agencies and the standards set by emerging sustainability reporting initiatives. 14 Tal g a
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Responsible project design and management T alga has incorporated responsible design and management principles into the development of our Vittangi Anode Project, which includes the planned Nunasvaara South Mine and Luleå Anode Refinery. Environmental, social and technical considerations were integrated into project planning from an early stage to minimise impacts, improve resource efficiency and support long-term sustainability outcomes across the mine-to- anode operation. Exploration and mineral resource management: Work completed at the Vittangi Graphite Project includes exploration under approved work plans, environmental site surveys, cultural heritage and socio-economic studies, engagement with reindeer herding communities and trial mining to demonstrate mining and water treatment methods. This body of work informs T alga’s land and mineral resource management approach and supports ongoing consultation with stakeholders as project development advances. Land use management: The mine infrastructure and operational areas have been strategically located to avoid high-value nature areas with the layout optimised to support safe and efficient operations throughout the mine lifecycle while minimising the overall project footprint and impacts on neighbouring communities and other land users. Whilst the concentrator will operate year-round, the mine has been designed to operate for six months of the year to further reduce impact on reindeer herding. Consideration has also been given to mitigating and managing noise, dust generation, transport movements, emissions and visual impacts through design and operational controls. The refinery has been located within an emerging industrial area with access to existing key infrastructure, logistics networks and utilities which reduces the need for additional infrastructure development associated with a traditional greenfield site. Water management: The mine and refinery have been carefully designed to support efficient water use and the protection of surrounding water resources. T alga’s water management strategy focuses on maximising water reuse and recirculation of water wherever practicable combined with stringent wastewater treatment and monitoring to ensure water quality and groundwater levels remain unaffected. Waste management: T alga has embedded responsible waste management practices into our mine planning. Several leading tailings and waste management practices have been implemented including the use of a secure Integrated Waste Facility for dry tailings, eliminating the risks associated with traditional tailings dams. Geochemical and technical characterisation informs the management of waste rock, tailings and process waste generated during mining operations. T alga’s waste management approach is incorporated in and supported by the granted mine environmental permit. The refinery has been designed with systems to responsibly manage process residues generated during the manufacture of battery anode materials. Material characterisation and process controls inform storage, handling and treatment requirements, ensuring residues are managed in accordance with regulatory requirements and industry best practice. Energy and climate considerations: The mine and refinery are designed to connect to Sweden’s power grid which is predominantly supplied by renewable energy. This supports a significant reduction in greenhouse gas emission compared to traditional graphite anode production which relies heavily on fossil-fuel-based energy sources. T alga’s vertically integrated approach also reduces transportation requirements across the value chain and provides greater control over environmental performance from raw material extraction through to anode production. Closure and rehabilitation: Progressive rehabilitation is a key component of T alga’s mine design philosophy to reduce the extent of disturbed land at any one time and enable early ecosystem recovery. Closure objectives focus on safe, stable and non-polluting outcomes with achievement of agreed closure outcomes to be demonstrated via long-term monitoring programs. Long-term planning also considers the eventual closure and decommissioning of refinery infrastructure where closure principles have been integrated into project planning to support safe, stable and environmentally responsible outcomes at the end of the facility’s operating life. T alga has lodged a ~SEK140 million (indexed annually) environmental bond with Swedish authorities via a facility provided by Atradius and will place another SEK85 million (indexed annually) upon commencement of mining, to meet any Vittangi Anode Project closure requirements in line with the environmental permit conditions. Annual Report 2026 15
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Environment T alga is committed to proactively managing and minimising any adverse environmental impacts from our operations and to capitalise on commercial opportunities leading to positive impacts on the environment in line with our Environment Policy. Project development, mitigation measures and ongoing environmental management activities have been informed by completed environmental studies and impact assessments, and responsible mining and production principles that continue to guide T alga’s operational planning ahead of commercial production. Environmental management T alga operates an Environmental Management System to the ISO 14001:2015 standard to proactively and systematically manage our environmental responsibilities. During FY2026, T alga continued to strengthen environmental management across its facilities by maintaining permits, monitoring compliance obligations and furthering operational readiness. We systematically review and revise our environmental management system and processes to maintain continuous improvement in environmental performance. Permitting and regulatory approvals The Vittangi Anode Project has progressed through the Swedish regulatory framework, and all key permits are now approved and in force. This includes the refinery environmental and building permits along with the mine environmental and operational permits. Throughout FY2026, T alga continued to progress permitting and regulatory approvals while maintaining constructive engagement with authorities, communities and other stakeholders. Permitting milestones achieved during the reporting period further strengthens the foundation for project execution and operational readiness, with Environmental Management Plans being implemented to align with associated permit conditions for monitoring, water management and environmental safeguards. Biodiversity T alga is committed to managing and minimising impacts on biodiversity throughout the project lifecycle. T o achieve the objectives set out in our Environmental Policy, we are targeting a 15% net positive impact on local biodiversity values through identifying and implementing effective and appropriate biodiversity management measures. This target has been formalised in the conditions of our approved mine and refinery permits, as well as the adoption of a 2030 biodiversity net gain goal under the Swedish mining and mineral industry’s Mining with Nature roadmap. Baseline nature value inventories have been completed for our development sites and T alga applies the biodiversity mitigation hierarchy across its project planning and site activities. Where activities are planned or undertaken, monitoring and control programs ensure that mitigations are implemented. Affected areas are restored following completed activities and systematic post-control checks are conducted. T alga also invests in innovative solutions for achieving sustainable land use in harmony with nature. A plan for the ecological compensation from the impact of the Luleå Anode Refinery has been finalised and approved by Norrbotten County Administrative Board ready for implementation; with a suitable area for compensation identified, inventoried and secured. A plan for the ecological compensation from the impact of the Nunasvaara South mine is being developed ahead of submission to the Norrbotten County Administrative Board for approval. Suitable areas for ecological compensation near the Nunasvaara South mine have been identified, inventoried and secured or are in the process of being secured. T alga’s progress towards its net gain biodiversity target is calculated through CLIMB; a methodology to evaluate biodiversity measures in a transparent and comparable way. We also submit a yearly report as part of our commitment to the Mining with Nature roadmap goal to follow up on progress and the completion of biodiversity education by staff across the Group. 16 Tal g a
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Water stewardship Responsible water management is a key component of our environmental stewardship approach and T alga is committed to recycle and reuse water, investigate and minimise risks to water and treat excess water prior to discharge to achieve the objectives outlined in our Environment Policy. Process water at the mine and refinery will be treated and discharged as purified wastewater which conforms with all regulatory requirements and is monitored regularly. The recipient assessments show that the discharge of water from the mine and refinery will cause no impact or no significant impact on the water quality of the respective recipients (T orne River and Bothnian Bay). At the mine, all potentially contaminated water will be collected, treated and recirculated as process water to the extent possible to improve overall water-use efficiency prior to treatment and discharge. Multi-year water monitoring and sampling programs have been undertaken at the mine and refinery sites. The programs provide valuable data on how the groundwater levels and surface water quality naturally changes over the year and the baseline data is used to inform mitigation strategies. Since 2018, sampling in the T orne River has been carried out upstream and downstream four times a year. T alga has approximately 20 sampling points for surface water, including the Vittangi River. Groundwater monitoring has been ongoing, with data collected regularly across more than 20 sample points located throughout the Vittangi Graphite Project since our trial mining operation at Nunasvaara South in 2015-2016 and at Niska in 2021-2022. Since 2023, recipient sampling has been performed monthly in the Bothnian Bay, and groundwater is being sampled quarterly at the refinery site. T alga is a participant in multiple collaborations regarding water treatment and monitoring, with a focus on local and regional cooperation projects and networks. Rehabilitation Consideration of closure and rehabilitation outcomes have formed part of project development from an early stage. T o further strengthen the knowledge base of mine rehabilitation and support long-term planning for responsible land use at the Vittangi Graphite Project, T alga participates in several collaborative projects that assess new restoration methods. In 2026, T alga joined symbios, a four-year project focused on developing scalable methods to re-establish reindeer lichen, particularly Cladonia species which is important for reindeer winter grazing. Symbios brings together industry, researchers and Sami representatives to provide a practical forum for collaboration that helps build knowledge on restoration methods that can support ecosystems, reindeer herding interest and future rehabilitation planning. Symbios is led by Boreal Orchards with financial support from the Impact Innovation program “Swedish Metals & Minerals”. The initiative is driven by Swedish government agencies Formas and Vinnova. The Symbios project builds on the earlier re:moss initiative where T alga continues to monitor and follow up moss establishment at our closed trial mine sites in Nunasvaara South and Niska to assess application options which can inform future project rehabilitation planning. Annual Report 2026 17
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Carbon emissions, resource efficiency and circularity Decarbonisation and innovation remain core drivers of T alga’s strategy and long-term competitiveness. T alga’s Environmental Policy guides our commitment to identifying and assessing greenhouse gas emission reduction opportunities, improving energy performance, reducing waste and increasing recovery and recycling where feasible. These commitments are supported by ongoing investment in technology development, process improvement and product innovation. Life Cycle Assessments and product stewardship T o quantify the impact of our operations and products, T alga conducts Life Cycle Assessments (“LCAs”) in line with internationally recognised methods and accounts for scope 1 to 3 emissions. The LCA for T alga’s flagship high- performance natural graphite anode product T alnode®-C, last updated in 2023, demonstrated a 92% reduction in greenhouse gas emissions compared to production of existing synthetic anode material imported into Europe1. Life cycle thinking continues to inform product stewardship across T alga’s battery anode materials and advanced graphite products portfolios. We are designing data collection systems for use during commercial production of T alnode®-C and plan to complete LCAs for new T alnode® and T alphite® products as they are introduced and commercialised. 1 See: ASX:TLG 09/08/2023 Innovation to increase resource efficiency and circularity T alga continues to drive innovation at its R&D and demonstration facilities in the UK and Sweden. Building on our established anode technology platform, T alga has developed T alnode®-R, a proprietary anode material produced from recycled graphite recovered from battery production scraps and end of life lithium-ion batteries. This approach complements T alga’s natural graphite anode production and helps divert battery materials from disposal pathways and returns valuable resources to the battery value chain. T o support the commercialisation of T alnode®-R the Luleå Anode Refinery design is being assessed for future opportunities to integrate recycled graphite feedstock into our battery materials production. We believe that combining primary and recycled graphite sources will play an important role in meeting growing battery demand while reducing environmental impacts across the battery value chain. T alga is also investigating suitable research and development programs to use our operational waste streams to create new products and improve resource recovery. Current areas of interest include solid and liquid waste streams, including mine tailings and residue generated from effluent treatment. Through partnerships with customers, research institutions and industry participants, T alga aims to accelerate innovation, support the next generation of battery technologies and contribute to the decarbonisation objectives of its customers and stakeholders. Strategic circular economy partnerships T alga has secured a growing pipeline of recycled graphite feedstock for our T alnode®-R products through strategic partnerships with battery recycling companies. In 2025, T alga signed a non-binding MoU with UK battery recycler Altilium and later strengthened its recycled feedstock position through a non-binding supply agreement with Aurubis AG, one of the world’s largest copper recyclers. T alga also participates in a range of collaborative battery recycling initiatives that furthers circular economy initiatives. In 2026, T alga joined the Innovate UK-supported REMADE project alongside Nyobolt, Altilium and a leading automotive OEM. The project aims to establish a UK-based closed-loop supply chain for low-carbon anode materials by recovering graphite, upgrading it to battery-grade specifications and reintroducing it into next generation battery cells. 18 Tal g a
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Secure and responsible supply chains T alga’s business combines mineral resource development, graphite processing, battery materials manufacturing, product innovation and enabling of recycling pathways. This vertically integrated business model supports mine-to-product traceability and provides the foundation for customer and stakeholder confidence in the provenance, quality, performance and sustainability attributes of our products. Quality management T alga has established a culture built on high quality and standards of products and services in line with our Quality Policy. We operate a Quality Management System to the ISO 9001:2015 standard with a commitment to ensuring customer needs and expectations are fulfilled, high levels of customer satisfaction are achieved, and that all relevant statutory, regulatory and other applicable requirements are met. The requirements of our Quality Management System are integrated into our everyday business actions, and we strive for continual improvement in our quality management to align with customer and evolving market expectations. Supply chain management Our supply chain plays a critical role in the development and delivery of our products. T alga is committed to conducting business with integrity, responsibility and respect for people and the environment. As part of this commitment, we expect our suppliers and business partners to uphold the same high standards in their operations and value chains. The T alga Supplier Code of Conduct outlines the principles and expectations that guide our supplier relationships, ensuring that all materials, products and services are sourced ethically, safely and sustainably. The Code sets out clear requirements relating to legal compliance, human rights, working conditions, environmental stewardship, health and safety and business ethics, along with our criteria for supplier evaluation and re-evaluation to achieve the objectives under our Integrated Management System. T alga’s supply chain strategy is to maintain a wholly European and Foreign Entity of Concern (“FEOC”)- free supply chain for our battery anode materials. This approach supports sustainability by improving supply chain transparency and oversight, strengthening alignment with European environmental, social and governance standards, and reducing exposure to concentrated supply, geopolitical disruption and trade-related risks. By developing a resilient network of responsible European suppliers, we aim to provide customers with greater confidence in the continuity, provenance and responsible production of the materials they require. Our partnerships reflect our dedication to continuous improvement, transparency and long-term collaboration, and help us create lasting value and meet the expectations of stakeholders globally. Customer engagement framework T alga continued to advance the commercialisation of its battery anode materials business during FY2026 through product validation, qualification and engagements with global customers across the performance and hybrid EV, energy storage systems, defence, robotics and industrial products markets. We onboard our customers and qualify our battery anode products through a systematic process encompassing laboratory and cell-level performance validations; qualification via extensive testing using production like processes; and operational and quality assurance audits ahead of commercial deliveries under offtake and supply agreements. Traceability is integral to T alga’s business model and supports customer due diligence and evolving European battery passport requirements. All T alnode®-C products sold to date can be traced from graphite originating at the Vittangi Graphite Project, through the applicable European pilot-scale processing pathway, to production of the finished anode material in Sweden. This chain- of-custody visibility provides customers with assurance regarding material provenance and processing history, and establishes a foundation for the transparent, verifiable product and sustainability data required as T alga progresses towards commercial production. Fulfillment of customer requirements is tracked via implemented customer audit systems and customer satisfaction is monitored and evaluated via feedback from sales activities and joint developments, product testing, audits and site visits, and ongoing review of customer perceptions. Feedback is documented in our quality management system, with a clear process for complaints and recording of opportunities for improvement. Annual Report 2026 19
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Social performance T alga invests in building long-term relationships with stakeholders based on transparency, respect and shared value creation. T alga’s Social Performance Policy sets out our commitment to contribute to the social and economic development of host countries and communities, develop productive stakeholder relationships and identify opportunities for our business activities to deliver lasting local benefits. We work proactively with stakeholders to identify, avoid, minimise and manage social risks and impacts associated with our activities, and provide accessible mechanisms for raising and resolving feedback, concerns and grievances. Social performance governance T alga is developing an Environmental and Social Management System (ESMS) supported by policies, plans and procedures including our Code of conduct, Risk Management policy, Environmental policy, Social Performance policy, Equal treatment policy, Diversity policy, Recruitment policy, Anti-bribery and Corruption policy and Whistle blower policy. As part of the ESMS, T alga maintains an operational Stakeholder Engagement Plan. The plan is designed to support alignment with national requirements and relevant international frameworks including the Equator Principles, the European Investment Bank Environmental and Social Standards and the International Finance Corporation Performance Standards. Alignment with ISO 26000, the international standard for social responsibility, is underway. T alga is also progressing a Social Impact Assessment, including the development of a Human Rights Impact Assessment and Indigenous Peoples Plan, for the Vittangi Anode Project. This work will further support the identification, mitigation and management of potential social impacts and help determine additional assessments and actions. Our community function is responsible for developing and maintaining strong relationships with local communities, indigenous peoples and other stakeholders. The function provides advice and support on community consultation and indigenous affairs, builds organisational capacity for cultural competency and awareness, evaluates opportunities for stakeholder engagement programs and monitors progress against our commitments. Stakeholder engagement T alga maintains ongoing engagement within the communities where we operate to provide project information, seek feedback on issues and opportunities, respond to concerns and meet applicable stakeholder engagement requirements. Engagement is delivered through structured processes that are tailored to stakeholder needs and the purpose of each interaction to help build trust, identify community priorities, manage expectations, support long-term relationships and inform decision-making throughout project development and operations. Engagement around the Vittangi Anode Project sites has included community meetings, information sharing, information gathering, site surveys and discussion on topics such as water, noise, traffic, local services, accommodation and potential community impact. Through our sponsorship strategy we continue to support local organisations in our operational areas. As we transition from development phase to commercial operations T alga has commenced planning for a future community investment plan. T alga maintains a Grievance Mechanism as part of its stakeholder engagement framework. The Grievance Mechanism provides a structured process for stakeholders to raise feedback, concerns or complaints, and for T alga to resolve matters in a timely and effective way. Stakeholder engagement activities, including grievances, are documented in T alga’s Stakeholder Engagement Management System. 20 Tal g a
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Indigenous Peoples T alga recognises the individual and collective rights and interests of indigenous peoples consistent with the United Nations (UN) Declaration on the Rights of Indigenous Peoples2 and that meaningful partnerships with Indigenous stakeholders are fundamental to responsible resource development. We remain committed to ongoing dialogue throughout the project life cycle; guided by transparency, good faith, mutual respect and recognition of Indigenous cultural values and knowledge, and to building enduring relationships with Indigenous Peoples affected by our activities. For the Vittangi Anode Project, T alga has identified indigenous stakeholders connected to the mine and refinery areas, including T alma Sameby, Gabna Sameby, Gällivare Sameby and T ornedalians. Previous and ongoing engagement has included various project development activities over 14 years such as reindeer herding impact assessments, workplans for exploration drilling and geophysics, permits for trial mining activities and permits and agreements for resource development activities. As the project advances, we continue to progress engagement activities aimed at supporting shared value outcomes. Through dialogue with identified Indigenous stakeholders, T alga is working to establish the foundations for future negotiations and agreement-making that provide frameworks for ongoing collaboration. 2 Further detailed in our Indigenous Peoples Recognition Statement viewable at talgagroup.com. Local value creation T alga seeks to create positive and lasting outcomes through local procurement, workforce participation, skills development, community investment and local partnerships. As our Vittangi Anode Project advances we are focused on maximising local economic participation by engaging regional suppliers, contractors and service providers wherever practical and commercially appropriate. Vocational training T alga is committed to supporting local workforce development as Europe’s minerals and battery industries grow. By collaborating with educational institutions, industry partners and communities we aim to help build a skilled, future-ready regional, national and European workforce. T alga supports multiple Swedish post-secondary, vocational and industry-led initiatives that build practical skills for roles across the battery value chain, including technical, operational and process focused training pathways. We also contribute expertise to education and training programs through advisory participation, research collaboration, seminars and workshops to help strengthen connections between students, educators, communities and industry. Annual Report 2026 21
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Our team Our organisation is purpose-driven, where people are empowered to innovate, collaborate and contribute to the development of high-performance materials that support electrification, energy security and industrial decarbonisation. T alga’s success is built on the capability, commitment and diversity of our people and we aim to attract, nurture and retain high-quality team members who are dedicated to helping us achieve our mission. We seek to foster a culture built on accountability and mutual respect that encourages continuous learning and development. T ogether with REEDEAM, an initiative aimed at meeting the industry’s need for strategic competence in the green transition, we offer our employees competence development through education in climate neutral production, electrification, digitalisation and automation, with a particular focus on the raw materials value chain. As the organisation grows, T alga will continue to invest in learning and development that supports individual growth and organisational effectiveness. We remain committed to providing an inclusive working environment free from harassment, where everyone is treated fairly and equitably, and where employees can thrive, grow and feel valued in line with our workplace policy. We support employee wellbeing by encouraging a healthy work-life balance, offering well-being benefits and maintaining agreements with occupational health care providers to safeguard our peoples’ welfare. T o ensure our efforts make a meaningful difference, we regularly assess the impact of our initiatives and the overall workplace atmosphere through dedicated tools and channels. Health and Safety Health and safety are core commitments integrated throughout T alga’s operations which guide our planning, decisions, actions and procedures to ensure the safety of our employees, contractors, visitors and stakeholders in line with our Health and Safety Policy. We strive to be a company free from accidents and occupational ill health and our approach to health and safety is based on preventive action focused on proactive identification and mitigation of risks to minimise impacts. T alga operates a Health & Safety Management System to the ISO 45001:2018 standard with a commitment to continuous improvement. We continuously monitor health and safety legislation applicable to our operations, and our health and safety programs undergo internal audit and management review to ensure that our Health and Safety Management System works effectively and fulfils both internal and external requirements. Ultimate accountability for health and safety is held by management; however we believe it is a collective responsibility between management, employees and contractors to actively contribute to a safe and healthy work environment. By working collaboratively, we ensure that our health and safety efforts are effective and sustainable. T alga employees receive comprehensive training on hazard recognition, control measures and safe work practices as part of their induction, with ongoing information and training provided at the point of work. Basic health and safety training is conducted for managers to create a common platform and develop T alga’s health and safety culture. At our facilities, health and safety monitoring occurs through several mechanisms including: regular inspection and safety walks; regular staff and management meetings to review work environment; and collaborative cross departmental meetings. These platforms enable active participation by all T alga team members in risk identification, continuous improvement and the creation of a work environment where safety and health are an integral part of our daily operations. All employees, contractors and visitors are encouraged to report hazards and unsafe conditions with clear reporting procedures established and communicated. In the event of an accident or a near miss, a thorough investigation is conducted to assess and document the event, determine its root causes and implement immediate corrective actions. All relevant parties are included in the incident investigation process, including employees, to gain a comprehensive understanding of the incident. We regularly review and update risk assessments, safety procedures and training programs based on the lessons learned from any incidents. 22 Tal g a
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Goals and objectives Our broad ESG targets and objectives are informed by our materiality assessment and ensure our business strategy operationalises and embeds management of these material issues throughout our business. We remain focused on continual improvement, exploring opportunities and finding tangible solutions to help us achieve our goals in 2027. Area Objective Opportunity Broad target Our progress Environment Minimise environmental impact and pollution of operations. Implementation of Environmental Management Systems. • Continue to develop systems to the requirements of ISO 14001 and ISO 9001 as the operations scale. • ISO 14001 and ISO 9001 achieved for R&D facilities and demonstrated production in the UK and Sweden. Minimise GHG/CO2 emissions. Use low-emission sources of energy. • Continue to use renewable energy in EVA Plant. • Undertake company-wide greenhouse gas emission inventory. • Achieved and ongoing. • Ongoing. Undertake climate action including physical risk assessments. Voluntary IFRS S2 reporting. • Implement a plan to meet IFRS S2 (Climate related disclosures). • Underway and updated. Explore innovation and circular economy opportunities. Partnership opportunities. • Continue R&D and partnership building. • Map resource flows within our production processes to identify circular economy opportunities. • Ongoing with collaboration agreements entered for development of recycled graphite anode products. • Underway. Develop Life Cycle Assessment of products. Life Cycle Assessments and R&D. • Continue to explore R&D opportunities, undertake new product Life Cycle Assessments and update existing assessments at appropriate times. • Achieved and ongoing. Achieve nature positive outcomes. Develop nature positive outcomes for the Vittangi Anode Project. • Work with the Swedish biodiversity accounting methodology (CLIMB) to achieve 115% net-positive compensation. • Underway. • Land secured for biodiversity compensation at Luleå with land being secured in Vittangi. Annual Report 2026 23
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Area Objective Opportunity Broad target Our progress People and Communities Support sustainable community development. Create positive health and wellbeing, educational and employment outcomes. • Continue to build relationships and develop partnerships with local stakeholders. • Sponsor community development opportunities with our host communities. • Demonstrate alignment with ISO 26000 (Social Responsibility). • Ongoing. • Ongoing. • Underway. Show leadership in mining and supply chain human rights. Positively influence entire value chain. • Demonstrate best practice environmental and social management and assess value chain for partnership opportunities. • Development of a holistic supply chain and governance strategy. • Ongoing. • Underway. Zero harm to people. Deliver industry leading health and safety performance and public health and safety protection. • Make zero harm a priority and part of our culture. Implement best practice health and safety management, and community and worker health and well-being programs. • Ongoing. Long term value Ensure safe and sustainable site operations. Deliver industry leading sustainability performance. • Implement Safety Management Standard and Framework and staff training. • Continue to develop systems to the requirements of ISO 45001 certification (health and safety management system) as the operations scale. • Ongoing. • ISO 45001 achieved for R&D facilities and demonstration production in the UK and Sweden. Contribute to local employment and workforce upskilling. Maximise community employment and upskilling opportunities. • Continue to investigate the development of community training and development programs. • Achieved and ongoing. Be a market leader in battery anode industry. Positively influence entire value chain. • Supply battery industry with locally sourced, low greenhouse gas emission battery anode material. • Achieved and ongoing. 24 Tal g a
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Corporate Governance Statement The overall goals of the corporate governance process are to: • support realisation of shareholder value; • assure a prudential and ethical base to the Company’s conduct and activities; and • ensure compliance with the Company’s legal and regulatory obligations. The Board of T alga is committed to implementing the highest standards of corporate governance in conducting its business. The Board has established a corporate governance framework including corporate governance policies, procedures and charters with reference to the fourth edition of the ASX Corporate Governance Council’s Principles and Recommendations (“ASX Principles”). Further information on T alga’s corporate governance policies, procedures and charters are available on T alga’s website, www.talgagroup.com. T alga has followed the ASX Principles where the Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices. In compliance with the “if not, why not” reporting regime, where, after due consideration, T alga’s corporate governance practices do not follow an ASX Principles recommendation, the Company has explained its reasons for not following the recommendation and disclosed what, if any, alternative practices T alga has adopted. This corporate governance statement sets out the Company’s corporate governance policies and practices and is current as at 13 October 2026 as approved by the T alga Board. The eight ASX Principles and T alga’s position in respect of each of them, are set out below. Principle 1: Lay Solid Foundations for Management and Oversight Roles and Responsibilities The Board has adopted a Board Charter (disclosed on the Company’s website) that sets out the roles and responsibilities of the Board and those functions delegated to senior executives. The Board is collectively responsible for promoting the success of the Company through its key functions of setting strategic direction, overseeing management of the Company, providing overall corporate governance, monitoring financial performance, engaging appropriate management and directors commensurate with the desired structure and objectives of the Company, and reviewing, ratifying and monitoring systems of risk management and internal control, codes of conduct, policy and legal compliance. The Managing Director, Chief Executive Officer and Chief Financial Officer, supported by other members of the senior management team, are responsible for managing the day to day activities of the Company and advancing the strategic direction of the Company as set by the Board. Appointment, Induction and Training When a vacancy exists on the Board, for whatever reason, or where it is considered that the Board would benefit from the services of a new director, the Board will determine the selection criteria for the position based on factors deemed necessary for the Board to best carry out its responsibilities. Nomination factors include, but are not limited to, competencies and qualifications, independence, diversity, other directorships, time availability, contribution to the overall balance of the composition of the Board and depth of understanding of the role and legal obligations of a director. No directors have retired or been appointed since the last Annual Report. Before any new director is appointed, appropriate checks are completed, including criminal record and bankruptcy history checks. Information about candidates standing for election or re-election as directors is provided to shareholders in the Notice of Meeting and, where relevant, in the Annual Report. Annual Report 2026 25
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Upon appointment, each director receives a written agreement which sets out the terms of their appointment, along with a deed of indemnity, insurance and access and also an induction pack containing information on the Company’s vision, values, strategy, governance and risk management frameworks. The Company also has a written agreement in place with senior executives. Directors are provided with the opportunity to participate in professional development to develop and maintain the skills and knowledge needed to perform their role as directors effectively. For further information on the above, please see T alga’s “Procedures for Selection and Appointment of Directors” policy which can be viewed on the Company’s website. Company Secretary The Company Secretary plays an important role in supporting the effectiveness of the Board. The Company Secretary is accountable to the Board through the Chair on all matters regarding the proper function of the Board. This includes assisting the Board on governance matters, monitoring compliance with policies and procedures, coordinating board meetings and acting as the interface between the Board and senior executives. Details regarding the Company Secretary, including his experience and qualifications are set out in the Directors’ Report section of the 2026 Annual Report. Performance Evaluation Practices The Company has a Performance Evaluation Practices Policy (as disclosed on the Company’s website) with processes established to review the Board’s performance and the performance of individual directors (including the Managing Director) and senior executives. The method and scope of the performance evaluation is set by the Board and may include a Board self-assessment checklist/ questionnaire to be completed by each director as well as the use of external specialist consultants. The Chair is responsible for conducting the performance appraisals of the non-executive directors in conjunction with each non-executive director. The Board will review the performance of the Managing Director. A review of the performance of the Managing Director was conducted during the period. The Chair and the Board regularly discussed the performance and composition of the Board during the financial year, considering issues or concerns as they arose. This ongoing process has remained in-house and informal throughout the year, relying on regular discussion. The Board together with the Remuneration Committee is responsible for evaluating the performance of the Company’s senior executives. This is performed annually, meeting formally with each senior executive and ongoing informal monitoring throughout each financial year. Formal evaluation appraisals of senior executives were conducted during the financial year in accordance with this policy. Diversity Policy The Company has adopted a Diversity Policy (as disclosed on the Company website) embracing a corporate culture supporting equal opportunity free from discrimination related to gender, ethnicity, cultural background, age, or other personal factors and includes requirements for the Board to develop measurable objectives for achieving diversity and annually assess both the objectives and the progress in achieving those objectives as positions become available. The Company is committed to diversity and recognises the benefits arising from a diverse mix of skills and talent amongst its directors, officers and employees to enhance Company performance and achieve the Company’s goals. Given the Company’s current size, organisational structure and stage of development, the Board has not established formal measurable gender diversity objectives during the reporting period as per the ASX recommendation 1.5 (c) Principles. The Board considers that appointments and promotions should continue to be made on the basis of merit, qualifications, skills and experience while having regard to diversity considerations where appropriate. The Board will continue to review the Company’s diversity practices and the appropriateness of establishing measurable objectives as the Company grows and its operational requirements evolve. The board currently has one female director, a 25% female composition. No entity within the consolidated group is a “relevant employer” under the Workplace Gender Equality Act 2012 (Cth) and as such no gender equality indicator disclosures are required. Gender diversity is achieved across the Group. The proportion of female and male employees across the whole organisation as at 30 June 2026 was 50% and 50% respectively. Currently the Board comprises four members, three are male and one is female. A senior executive office holding below the Board level, includes the Chief Executive Officer and Company Secretary. 26 Tal g a
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Principle 2: Structure the Board to be Effective and Add Value Nomination Committee The Company does not comply with ASX recommendation 2.1 to establish a Nomination Committee. The Board considers that at this stage there would be no efficiencies or other benefits gained by establishing a separate Nomination Committee. The Remuneration Committee has assumed those responsibilities that are ordinarily assigned to a Nomination Committee and has addressed the skill-set of current Board members and the future need to expand that skill-set by way of appointment of new directors. The Board has adopted a Nomination Committee Charter (as disclosed on the Company website) which describes the role, functions, responsibilities and processes of the Remuneration Committee in its capacity as the Nomination Committee. Items that are usually required to be discussed by a Nomination Committee are marked as separate agenda items at Board meetings when required. Board Skills and Experience The Company’s objective is to have a Board with the appropriate mix of skills, expertise and experience to effectively discharge the duties of the Board. The Board collectively has a combination of skills and experience as set out in the table below. A profile of each director setting out their skills, experience and qualifications is set out in the Directors’ Report section of the 2026 Annual Report. Expertise Industry Qualifications • Mineral Exploration • Finance/ Accounting • Governance & Compliance • Strategy & Risk Management • Capital Markets • Government Relations • Mineral Resources • Capital Markets • Renewable Energy • Materials • Automotive • Aerospace • Maritime • Defence • Government • Business & Accounting • Operations Management • Political Science • Corporate Governance The Board reviews its composition on a regular basis to consider where it is appropriate and relevant to further strengthen the Board through its development strategy. Board Independence The Board considers the independence of directors, having regard to the relationships listed in Box 2.3 of the ASX Corporate Governance Principles and Recommendations and the Company’s materiality thresholds, namely whether a director: • is, or has been, employed in an executive capacity by the Company or any of its subsidiaries and there has not been a period of at least three years between ceasing such employment and serving on the Board; • is, or has been within the last three years, in a material business relationship (e.g. as a supplier, professional adviser, consultant or customer) with the Company or any of its subsidiaries, or an officer of, or otherwise associated with, someone with such a relationship; • is, represents, or is or has been within the last three years an officer or employee of, or professional adviser to, a substantial shareholder; • has close personal ties with any person who falls within any of the categories described above; • receives performance-based remuneration (including options or performance rights) from, or participates in an employee incentive share scheme of, the entity; or • has been a director of the Company for such a period that his or her independence may have been compromised. In each case, independence is a matter of judgement for the Board as a whole and the materiality of the interest, position or relationship needs to be assessed by the board to determine whether it might interfere, or might reasonably be seen to interfere, with the director’s capacity to bring an independent judgement to bear on issues before the board and to act in the best interests of the entity as a whole rather than in the interests of an individual security holder or other party. Materiality is considered from both a quantitative and qualitative perspective. An item is presumed to be quantitatively immaterial if it is equal to or less than 5% of an appropriate base amount. Qualitative factors considered include the nature of the relationship or contractual arrangement and factors that could materially interfere with the independent exercise of the director’s judgement. Annual Report 2026 27
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Non-Executive directors currently hold share options which if converted to shares would account for ~0.5% of the current issued capital (see the Directors’ Report, Option, Right and Shareholdings of Directors and Officers section and Note 18 to the financial statements). These options were approved at the 2025 shareholders meeting, are a one off, are not linked to management performance targets, have relatively modest value, serve as a means of conserving the Company’s available cash reserves and the directors have no other disqualifying relationships. The Board has considered the option holdings of the non-executive directors and has concluded that those holdings do not materially interfere, and are not reasonably perceived to materially interfere, with the directors’ ability to exercise independent judgement and in the Board’s view, compromise the directors’ independence. Consequently, and in accordance with the definition of independence above and the materiality thresholds, the independent directors of the Company are Grant Mooney (Non-Executive Director since 20 February 2014), T erry Stinson (Non-Executive Chair since 8 February 2017) and Eva Nordmark (Non-Executive Director since 1 September 2025). The Board recognises the ASX recommendations that the majority of the Board should be comprised of independent directors (Recommendation 2.4) and the Chair of the Board should be an independent director (Recommendation 2.5). The Company complies with these recommendations. Principle 3: Instill a Culture of Acting Lawfully, Ethically and Responsibly Code of Conduct The Company has adopted a Code of Conduct Policy (as disclosed on the Company website) regarding the practices necessary to maintain confidence in the Company’s integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. The Code provides a framework covering the Board, officers and all employees including the responsibility and accountability of individuals for reporting claims of unethical behaviour and conflicts of interest. The Company has also adopted a Whistleblower Policy to deal with issues of actual or suspected unethical, unlawful or undesirable conduct and includes mechanisms whereby employees and others can report their concerns freely and without fear of reprisal or intimidation. In addition, the Company has adopted an Anti-bribery and Corruption Policy. Sustainability The Company has developed a Sustainability Report which sets out our values and aspirations focusing on three key areas: environment; people and communities; and long-term value. These areas cover responsible value chains (using ethically and environmentally responsible suppliers), governance (conducting business ethically and to a high standard), environmental stewardship (minimising and mitigating our impact on water, land, air quality and biodiversity), social responsibility (respecting the cultures, customs and values of the societies in which we operate whilst working collaboratively with our stakeholders to deliver positive outcomes) and our team (provide a safe, inclusive, supportive and diverse workplace). The full Sustainability Report is included as part of the 2026 Annual Report. Conflict of Interest Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Whereas the Board believes that a significant conflict exists for a director on a Board matter, the director concerned does not receive the relevant Board papers and is not present at the meeting whilst the item is considered. In addition, where relevant, the Board has adopted a Board protocol for dealing with confidential information. Details of director related transactions with the Company are set out in Note 18 of the 2026 Annual Report financial statements. 28 Tal g a
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Principle 4: Safeguard Integrity of Corporate Reporting Audit and Risk Committee The Board has a separate Audit and Risk Committee and has an Audit and Risk Committee Charter (as disclosed on the Company website) which describes the role and responsibilities of the Audit Committee. The Committee comprises three Non-Executive Directors: Grant Mooney, T erry Stinson and Eva Nordmark, and their qualifications and experience together with meetings attended during the year are contained in the Directors’ Report section of the 2026 Annual Report. The Company’s Audit and Risk Committee Charter includes the process for (re)appointing, removal and rotation of an external auditor. The Board was responsible for the initial appointment of the external auditor and the Audit Committee for any subsequent appointment of a new external auditor when any vacancy arises. An external auditor must be able to demonstrate complete independence from the Company and an ability to maintain independence throughout the engagement period. Furthermore, the auditor must have arrangements in place for the rotation of the audit engagement partner in accordance with professional standards as current from time to time, including part 2M.4 Division 5 of the Corporations Act 2001 (Cth). The Company’s external auditor is invited to and attends the Annual General Meeting (“AGM”) to answer questions from shareholders relevant to the audit. CEO and CFO Declaration The Chief Executive Officer and Director of Finance (in his capacity of performing the CFO function), have provided a declaration to the Board in accordance with section 295A of the Corporations Act 2001 (Cth) that, in their opinion, the financial records have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company for the reporting period and that their opinion is formed on the basis of a sound system of risk management and internal control which is operating effectively. Principle 5: Make Timely and Balanced Disclosure The Company has adopted a Continuous Disclosure Policy (as disclosed on the Company website). The policy; • raises awareness of the Company’s obligations under the continuous disclosure regime; • establishes a process to ensure that information about the Company which may be market sensitive and which may require disclosure is brought to the attention of the person primarily responsible for ensuring that the Company complies with its continuous disclosure obligations in a timely manner and is kept confidential; and • sets out the obligations of directors, officers, employees and contractors of the Company to ensure that the Company complies with its continuous disclosure obligations. Annual Report 2026 29
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Principle 6: Respect the Rights of Security Holders The Company recognises the value of providing current and relevant information to its shareholders and the Board is committed to open and effective communication, ensuring all shareholders are informed of all significant developments concerning the Company. The Company has in place an effective Shareholder Communications and Investor Relations Policy (as disclosed on the Company website). The Company’s Shareholder Communications and Investor Relations program includes: • regular engagement with shareholders through quarterly webinars where attendees are invited to ask questions; • an investor portal embedded into the Company’s website where shareholders can link their shareholdings and directly ask questions about the Company and its activities; • timely announcement of company updates and dissemination following release on the ASX via email to shareholders who have provided an email address; • maintaining the Company’s website, including automatic uploading of all announcements once released by the ASX including reports, notice of meeting and governance information; • engaging in scheduled interactions with institutional investors and analysts; • actively engaging shareholders at the AGM, promoting two-way interaction, by encouraging shareholder interaction during the AGM, including encouraging questions; • sending and receiving shareholder communications electronically both from the Company and via the Company’s share registry; • meeting with shareholders upon request; • Participation in investor conferences and industry events and media engagement to raise the Company’s profile; and • ensuring continuous disclosure obligations are understood across the Company. In addition, shareholders are encouraged to follow the Company by following our Twitter account @T alga_Ltd, and via LinkedIn and by signing up to our email subscriber list through the Relait investor portal on the T alga website. The Company commits to all substantive resolutions at a meeting of security holders which are to be decided by a poll rather than by a show of hands. Principle 7: Recognise and Manage Risk While the Board’s Charter clearly establishes that the Board is responsible for ensuring there is a good sound system for overseeing and managing risk, the Board has established a separate Audit and Risk Committee. The Company has adopted a Risk Management Policy (as disclosed on the Company website) which describes the role and responsibilities of the Risk Committee. The Committee assumes the responsibility of ensuring that risks and opportunities are identified on a timely basis and the Company’s objectives and activities are aligned with those risks and opportunities. The Committee and Board’s collective experience enables accurate identification of the principal risks which may affect the Company’s business. Management of these risks will be discussed by the Committee and the Board at periodic (at least annually) strategic planning meetings. In addition, key operational risks and their management are recurring items for deliberation at Board meetings. The Committee comprises three Non-Executive Directors: Grant Mooney, T erry Stinson and Eva Nordmark, and their qualifications and experience together with meetings attended during the year are contained in the Directors’ Report section of the 2026 Annual Report. The Company has a number of mechanisms in place to ensure that management’s objectives and activities are aligned with the risks identified by the Committee. These are discussed further under the internal audit section below. The Board has received assurance from the Director of Finance (in his capacity for performing the CFO function), and Chief Executive Officer that the declarations made in accordance with section 295A of the Corporation Act 2001 are: • founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board; and • the Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects. 30 Tal g a
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Internal Audit The Company does not have an internal audit function and as such does not comply with ASX recommendation 7.3 (a). The Board has determined that given the size of the Company, an internal audit function is not practical. The Board has adopted a Risk Management Policy and processes appropriate to the size of the Company to manage the Company’s material business risks through the Audit and Risk Committee and senior management to ensure regular reporting to the Board on whether those risks are being managed effectively in accordance with the controls in place such as: • regular reporting to the Board in respect of operations and the financial position of the Company; • regular rolling cashflow forecast budgets accompanied by variance analysis; • circulating minutes of and relevant Committees to the Board and the Chair of each respective committee and providing a report to the Board on an annual basis; • employing appropriately qualified employees; • SWOT analysis; • developing commercial partnerships and relationships with end users; • aligning Company activities with world class and innovative industry bodies and service providers; • appropriate health, safety and environment practices; and • a corporate governance manual which contains other policies to assist the Company in establishing and maintaining its governance practices. Economic, Environmental and Social Risks The Company’s economic, environmental and social sustainability risks are discussed in the Directors’ Report section of the 2026 Annual Report. Principle 8: Remunerate Fairly and Responsibly It is the Company’s objective to provide maximum stakeholder benefit from the retention of a high quality Board by remunerating directors and employees fairly and appropriately. Remuneration Committee The Board has a separate Remuneration Committee in compliance with ASX Corporate Governance Principles and Recommendation 8.1. The Remuneration Committee is focused on providing independent reviews and recommendations to the main Board on remuneration packages and policies applicable to senior executives and directors themselves. The Remuneration Committee charter is disclosed on the Company website. Members and meetings of the Remuneration Committee are set out in the Directors’ Report section of the 2026 Annual Report. The remuneration details of non-executive directors and executive directors are also set out in the Remuneration Report that forms part of the Directors’ Report section of the 2026 Annual Report. Remuneration Policy As disclosed in the Remuneration Charter, non-executive directors are remunerated at market rates for time, commitment and responsibilities. Remuneration for non- executive directors is not linked to individual performance. There are no termination or retirement benefits for non- executive directors. Pay and rewards for executive directors and senior executives consists of base pay and benefits (such as superannuation) as well as short-term and long-term incentives. Executives are offered a competitive level of base pay at market rates and are reviewed annually to ensure market competitiveness. Details of director and senior executive remuneration, including the Company’s policy on remuneration, are contained in the Remuneration Report which forms a part of the Directors’ Report section of the 2026 Annual Report. Securities Trading Policy The Company recognises that directors, officers and employees may hold securities in the Company and that most investors are encouraged by these holdings. The Company’s Securities Trading Policy (as disclosed on the Company website) explains and reinforces the Corporations Act 2001 requirements relating to insider trading. The policy applies to all directors, employees of the Company and their associates and closely related parties (collectively “Restricted Persons”). The policy is compliant with the ASX Listing Rules and expressly prohibits Restricted Persons buying or selling TLG securities where the Restricted Person is in possession of price sensitive or ‘inside’ information and in any event without the prior written approval of a clearance officer. Under the policy, Restricted Persons are also prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements under any equity- based remuneration scheme. Annual Report 2026 31
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Mineral Resources and Ore Reserve Statement This statement represents the Mineral Resources and Ore Reserves (“Mineral Resources Statement”) for T alga Group Ltd as at 30 June 2026. This Mineral Resources Statement has been compiled and reported in accordance with the guidelines of the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code). This statement is to be reviewed and updated annually in accordance with Section 15 of the JORC Code 2012. The nominated annual review date for this Mineral Resources statement is 30 June. As at the Annual Review date of 30 June 2026, this Statement has been approved by the named Competent Persons (see the Competent Persons Statement on page 36). Mineral Resources T alga owns 100% of multiple mineral assets of graphite (“Cg”) and iron (“Fe”) in northern Sweden. An overview of each of the assets in the Group’s portfolio at 30 June 2026 is below in T able 1 and details of each project’s Mineral Resource categories are set out in T ables 2 to 6. Table 1: Talga 30 June 2026 Total Mineral Resources Project T onnes Grade Contained Mineral (Mt) Cg (%) Fe (%) Cg (Mt) Fe (Mt) Vittangi Graphite 35.0 23.8 - 8.3 - Jalkunen Graphite 31.5 14.9 - 4.7 - Raitajärvi Graphite 4.3 7.1 - 0.3 - T otal Graphite 70.8 18.8 - 13.3 - Vittangi Iron 50.6 - 29.1 - 14.7 T otal Iron 50.6 - 29.1 - 14.7 Notes: 1. Details of each of the Indicated and Inferred Mineral Resource categories are set out in tables 2 to 5. 2. All figures are rounded to reflect appropriate levels of confidence. Apparent differences may occur due to rounding. 3. All projects are 100% Talga owned. 4. The graphite and iron resources are separate deposits but sometimes occur within the same project area. 5. Mineral quantities are contained mineral. 6. Mineral Resources are inclusive of Indicated and Inferred Mineral Resource categories. Mineral Resources are reported inclusive of Ore Reserves. 7. Mineral Resources are reported above the cut-off grade (Vittangi Graphite Project 12.5% Cg, Jalkunen Graphite Project 10% Cg, Raitajärvi Graphite Project 5% Cg and Vittangi Iron Project 15% Fe) and/or within appropriate economic constraints established to demonstrate reasonable prospects for eventual economic extraction. 8. Mineral Resources are reported in accordance with the JORC Code 2012 Edition (Vittangi Graphite Project and Jalkunen Graphite Project) or JORC Code 2004 Edition (Raitajärvi Graphite Project and Vittangi Iron Project). 32 Tal g a
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Vittangi Graphite Project, Northern Sweden (Talga 100%) Table 2: Vittangi Graphite Project (Nunasvaara and Niska Deposits) – JORC (2012) Resources at 12.5% Cg cut-off Deposit JORC Resource Category T onnes Grade Cg (%) Nunasvaara South Indicated 8,406,000 25.0 Inferred 2,737,000 24.5 Nunasvaara North Indicated 4,138,000 27.6 Inferred 1,464,000 17.2 Nunasvaara East Indicated 2,942,000 23.5 Inferred 1,466,000 23.0 Niska North Indicated 7,503,000 23.3 Inferred 1,621,000 23.0 Niska Link Indicated 974,000 17.5 Inferred 815,000 20.3 Niska South Indicated 2,728,000 23.1 Inferred 225,000 19.7 Tot a l Indicated 26,691,000 24.3 Inferred 8,329,000 22.1 Tota l 35,020,000 23.8 Note: T onnes rounded to nearest 1,000 tonnes. The Nunasvaara graphite Mineral Resource estimate was first disclosed on 28 February 2012 (ASX:TLG 28 February 2012) and last disclosed on 6th October 2023 in accordance with the JORC Code 2012 (ASX:TLG 6 October 2023). The Niska graphite Mineral Resource estimate was first disclosed on 15 October 2019 and last disclosed on 6 October 2023 in accordance with the JORC Code 2012 (ASX:TLG 6 October 2023). The Company confirms that it is not aware of any new information or data that materially affects the information included in the announcement of 6 October 2023 and that all material assumptions and technical parameters underpinning the estimates in that announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement. Jalkunen Graphite Project, Northern Sweden (Talga 100%) Table 3: Jalkunen Graphite Project – JORC (2012) Resource at 10% Cg cut-off Deposit JORC Resource Category T onnes Grade Cg (%) Jalkunen Inferred 31,500,000 14.9 Note: T onnes rounded to nearest 100,000 tonnes. The Jalkunen graphite Mineral Resource estimate was first disclosed on 27 August 2015 in accordance with the JORC Code 2012 (ASX:TLG 27 August 2015). Annual Report 2026 33
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Raitajärvi Graphite Project, Northern Sweden (Talga 100%) Table 4: Raitajärvi Graphite Project – JORC (2004) Resource at 5% Cg cut-off Deposit JORC Resource Category T onnes Grade Cg (%) Raitajärvi Indicated 3,400,000 7.3 Raitajärvi Inferred 900,000 6.4 Tota l 4,300,000 7.1 Note: T onnes rounded to nearest 100,000 tonnes. The Raitajärvi graphite Mineral Resource estimate was first disclosed on 26 August 2013 in accordance with the JORC Code 2004 (ASX:TLG 26 August 2013). It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported. The Company is not aware of any new information or data that materially affects the information included in the previous announcement and that all of the previous assumptions and technical parameters underpinning the estimates in the previous announcement have not materially changed. Vittangi Iron Project, Northern Sweden (Talga 100%) Table 5: Vittangi Iron Project – JORC (2004) Resource Estimate at 15% Fe cut-off Deposit JORC Resource Category T onnes Grade Fe (%) Kuusi Nunasvaara Inferred 46,100,000 28.7 Jänkkä Inferred 4,500,000 33.0 Tota l 50,600,000 29.1 Note: T onnes rounded to nearest hundred thousand tonnes. The Vittangi iron Mineral Resource estimate was first disclosed on 22 July 2013 in accordance with the JORC Code 2004 (ASX:TLG 22 July 2013). It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported. The total for the Vittangi Iron Project has increased from the previous reporting period due to the re-inclusion of a previously reported portion of the Vittangi Iron Mineral Resource (Mineral Resource estimate previously disclosed by T alga on 22 July 2013) through the granting of the exploration permit Nunasvaara nr 4 during the reporting period. Aside from this, the Company is not aware of any new information or data that materially affects the information included in the previous announcement and that all of the previous assumptions and technical parameters underpinning the estimates in the previous announcement have not materially changed. 34 Tal g a
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Ore Reserves T alga owns 100% of one mineral asset of graphite in the JORC Probable Ore Reserve category in northern Sweden. An overview of the asset in the Group’s portfolio at 30 June 2026 is below in T able 7 and details of the project’s Mineral Reserve category is set out below in T able 6. Table 6: Talga 30 June 2026 Total Ore Reserves Project T onnes Grade Contained Mineral Ore (Mt) Cg (%) Cg (Mt) Vittangi Graphite 2.33 22.9 0.53 T otal Graphite 2.33 22.9 0.53 Notes: 1. Detailed table setting out the Probable Ore Reserve category is set out in table 7. 2. All figures are rounded to reflect appropriate levels of confidence. Apparent differences may occur due to rounding. 3. All projects are 100% Talga owned. 4. Mineral quantities are contained mineral. 5. Ore Reserves are of Probable Ore Reserve category. 6. Ore Reserves are reported in accordance with the JORC Code (2012 Edition). 7. Ore Reserve is based on the previously disclosed Mineral Resource estimate for Nunasvaara South (ASX:TLG 6 October 2023). 8. A process recovery of 76.22% has been applied in the Ore Reserve estimate. 9. The Ore Reserve includes allowances for mining dilution (10%) and ore loss (5%). 10. Ore Reserves are reported above a cut-off grade of 13.7% Cg. 11. A bulk density of 2.66 t/m³ has been applied for mineralised material. Vittangi Graphite Project, Northern Sweden (Talga 100%) Table 7: Vittangi Project Nunasvaara Graphite Deposit – JORC (2012) Reserve at 13.7% Cg cut-off Deposit JORC Reserve Category T onnes Grade Cg (%) Nunasvaara Probable 2,326,000 22.9 Tota l 2,326,000 22.9 Note: T onnes rounded to nearest 1000 tonnes. The Vittangi graphite Ore Reserve statement was first disclosed on 23 May 2019 in accordance with the JORC Code 2012 (ASX:TLG 23 May 2019) and last disclosed on 1 July 2021 in accordance with the JORC Code 2012 (ASX:TLG 1 July 2021), which was based on the previously disclosed Mineral Resource estimate for Nunasvaara South (ASX: TLG 17 September 2020). During Q2 2026, an update to the pit optimisation and mine design was conducted that resulted in the minor changes to the Ore Reserve, these changes are outlined in the section below. Comparison with prior year estimates Mineral Resources During the 2026 financial year, the Company made the following changes to its Mineral Resource inventory: • The Vittangi Iron Ore Project’s Mineral Resources have increased from 46.1 million tonnes at 28.7% Fe to 50.6 million tonnes at 29.1% Fe due to the re-inclusion of a previously reported portion of the Vittangi Iron Mineral Resource that is located on the exploration tenement Nunasvaara nr 4, which was granted during the reporting period. • The Kiskama Cu-Co-Au project’s tenement (Kiskama nr1) has expired after 15 years which has resulted in the Mineral Resources associated with the project no longer being in the Company’s ownership. All other resource estimates across the Company’s projects remain unchanged from the Company’s Mineral Resource Statement as at 30 June 2025. Annual Report 2026 35
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Ore Reserves The Nunasvaara Ore Reserve was first reported in the announcement dated 1 July 2021 titled “Robust Vittangi Anode Project DFS”. The updated Ore Reserve incorporates the Mineral Resource estimate reported on 6 October 2023 together with revised pit optimisation, mine design and production scheduling. The resulting changes to Ore Reserve tonnage, grade and contained graphite are not considered material to the overall project. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original Ore Reserve announcement. The Competent Person confirms that the material assumptions and Modifying Factors underpinning the Ore Reserve estimate continue to apply and have not materially changed. Governance Summary The Mineral Resource estimates and Ore Reserve statements listed in this report are subject to T alga’s governance arrangements and internal controls. T alga’s Mineral Resource estimates and Ore Reserve statements are derived by Competent Person’s (“CP”) with the relevant experience in the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking. Geology models in all instances are generated by T alga staff and are reviewed by the CP. The CP carries out reviews of the quality and suitability of the data underlying the Mineral Resource estimate and Ore Reserve statement, including a site visit. T alga management conducts its own internal review of the estimate and statement to ensure that it honours the T alga geological model and has been classified and reported in accordance with the JORC Code. Competent Persons Statement The information in this report that relates to Mineral Resource Estimation for the Vittangi Graphite Project is based on information compiled and reviewed by Ms Katharine Masun (HBSc Geology, MSc Geology, MSA Spatial Analysis). Ms Masun is a Principal Resource Geologist at SLR Consulting (Canada) Limited and is registered as a Professional Geoscientist with Professional Geoscientists Ontario, Professional Engineers and Geoscientists Newfoundland and Labrador, the Association of Professional Engineers and Geoscientists of Saskatchewan, and the Northwest T erritories and Nunavut Association of Professional Engineers and Geoscientists, Canada. Ms Masun is not an employee of the Company; SLR Consulting (Canada) Limited acts as consultant to the Company. Ms Masun has sufficient experience relevant to the styles of mineralisation and types of deposits which are covered in this document and to the activity which she is undertaking to qualify as a Competent Person as defined in the 2012 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (“JORC Code”). Ms Masun consents to the inclusion in this report of the matters based on this information in the form and context in which it appears. Ms Masun does not hold securities (directly or indirectly) in the Company. The information in this report that relates to the Vittangi Graphite Project – Nunasvaara Reserve Estimate is based on information compiled by T alga and reviewed by Mr John Walker. Mr Walker is a T echnical Director (Mining) – Mining Advisory for SLR Consulting who act as consultants to the Company. Mr Walker is a Professional Member and Fellow of the Institute of Materials, Minerals and Mining (Membership No.451845), a Fellow of the Institute of Quarrying (Membership No.22637) and a Fellow Member of the Geological Society (Membership No.1021044). Mr Walker is qualified from mineral reporting (QMR) and has sufficient experience relevant to the styles of mineralisation and types of deposits which are covered in this document and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (“JORC Code”). Mr Walker consents to the inclusion in this report of the matters based on this information in the form and context in which it appears. Mr Walker does not hold securities (directly or indirectly) in the Company. The information in this report that relates to Mineral Resource Estimation for the Jalkunen and Raitajärvi Graphite Projects and Vittangi Iron Projects is based on information compiled and reviewed by Mr Simon Coxhell. Mr Coxhell is a consultant to the Company and a member of the Australian Institute of Mining and Metallurgy. Mr Coxhell has sufficient experience relevant to the styles of mineralisation and types of deposits which are covered in this document and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (“JORC Code”). Mr Coxhell consents to the inclusion in this report of the matters based on this information in the form and context in which it appears. Mr Coxhell does not hold securities (directly or indirectly) in the Company. 36 Tal g a
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T alga Group Ltd and controlled entities ABN 32 138 405 419 Financial Report 2026
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Talga Group Ltd │ 30 June 2026 3 Corporate Directory Directors Terry Stinson (Non-executive Chair) Mark Thompson (Managing Director) Grant Mooney (Non-Executive Director) Eva Nordmark (Non-Executive Director) Company Secretary Dean Scarparolo Registered Office and Principal Place of Business Suite 3.03, Level 3 46 Colin Street WEST PERTH WA 6005 Phone: 08 9481 6667 Email and Website Email: info@talgagroup.com Website: www.talgagroup.com ABN 32 138 405 419 Securities Exchange Listing Talga Group Ltd is listed on the ASX and trades on the US OTCQX Market Home Exchange: Perth ASX Code: TLG (Shares) US OTCQX ticker: TLGRF Share Registry Automic Registry Services GPO Box 5193 Sydney NSW 2001 Phone: 1300 288 664 Auditors Ernst & Young 9 The Esplanade, PERTH WA 6000 38 Tal g a
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Talga Group Ltd │ 30 June 2026 4 2026 Directors’ Report The Directors present their report, together with the financial statements of Talga Group Ltd (“Talga” or “the Company”) and its controlled entities (“the Group”), for the financial year ended 30 June 2026. Board of D irectors The following persons were directors of Talga Group Ltd during the financial year and up to the date of this report: Directors Position Date of Appointment Terry Stinson Non-Executive Chairman Appointed 8th February 2017 Mark Thompson Managing Director Appointed 21st July 2009 Grant Mooney Non-Executive Director Appointed 20th February 2014 Eva Nordmark Non-Executive Director Appointed 1st September 2025 Information on Directors Terry Stinson – Non-Executive Chairman Appointed 8th February 2017 Mr Stinson has over 35 years’ Executive and Non-Executive Director experience, working for global innovation companies across a range of industry segments, along with a proven track record of forming and leading international business collaborations and joint ventures. Mr Stinson holds a Bachelor of Business Administration in Operations Management and is a Graduate of the Australian Institute of Company Directors. Mr Stinson is the Non -Executive Chair of Engentus Pty Ltd (appointed May 2021). He is the former CEO and Managing Director of Orbital Corporation, VP for Global Fuel Systems at Siemens AG, CEO and Managing Director of Synerject, VP of Manufacturing Outboard Marine Corporation, Non-Executive Chair of Carnegie Clean Energy Limited (19 October 2018 to 5 February 2025) and Non-Executive Director of Aurora Labs Limited (27 February 2020 to 31 July 2025). Interests in shares: 281,152. Interests in options: 992,723. Mark Thompson – Managing Director Appointed 21st July 2009 Mr Thompson has over 30 years’ global experience in the geoscience, technology and mineral industries, and a strong background in public company leadership and capital markets. Mr Thompson is the founder of Talga and a Non-Executive Director of Accelerate Re sources Ltd (appointed 29 April 2024) and Non -Executive Chairman of Kaoko Metals Ltd (appointed 5 January 2026). He previously founded and served on the Board of ASX-listed Catalyst Metals Ltd. He is a Member of the Australian Institute of Geoscientists, the Society of Economic Geologists and the Society of Vertebrate Paleontology. Interests in shares: 13,111,207. Interests in options: 2,086,586 Annual Report 2026 39
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Talga Group Ltd │ 30 June 2026 5 Grant Mooney – Non-Executive Director Appointed 20th February 2014 Mr Mooney has a background in corporate advisory with extensive experience in equity capital markets, corporate governance, and M&A transactions along with a wealth of experience in resources and technology markets. He is a member of the Institute of Chartered Accountants in Australia and holds a Bachelor of Business. Mr Mooney is a Non -Executive Director of several ASX -listed companies including wave energy technology developer Carnegie Clean Energy Limited (appointed 19 February 2008), Accelerate Resources Limited (appointed 1 June 2017), Gibb River Diamonds Limited (appointed 14 October 2008) and CGN Resources Limited (Appointed 4 July 2023). He is a former Non- Executive Director of 3D metal printing technology company Aurora Labs Limited (25 March 2020 to 14 November 2025) and mineral resources company Riedel Resources Ltd (31 October 2018 to 7 April 2025). Interests in shares: 49,390. Interests in options: 770,528. Eva Nordmark – Non-Executive Director Appointed 1st September 2025 Ms Nordmark, who joined the Talga AB board in December 2023, previously served as the Swedish Minister for Employment and Gender Equality. Before assuming her role as a Minister in two consecutive cabinets, Ms Nordmark held the position of President of the Swedish Confederation of Professional Employees (TCO) and previously served as a Member of the Swedish parliament. Ms Nordmark has also served as Chair of LTU, Luleå University of Technology. Interests in shares: Nil. Interests in options: 750,000 Information on Chief Executive Officer Martin Phillips Appointed February 2024 Mr Phillips is Talga Group’s CEO and a Director on the Board of Talga’s Swedish subsidiary Talga AB. He is based in Stockholm. Martin is an experienced Project Manager, Commercial Manager and Company Director with more than 25 years of global metals and mi ning sector experience. Martin oversees the company’s vertically integrated, low -emission battery and advanced material production. Prior to his appointment as Group CEO, Martin was Talga’s CEO Europe for more than 7 years. He holds a Bachelor of Chemical Engineering (Honours) and a Graduate Diploma in Applied Finance and Investment. He is a Member of the Australian Institute of Company Directors, and the Australasian Institute of Mining and Metallurgy and he holds a Confederation of British Industry (C.B.I.) Engineering Award. 40 Tal g a
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Talga Group Ltd │ 30 June 2026 6 Information on Company Secretary Dean Scarparolo Appointed 5th February 2015 Mr Scarparolo holds a Bachelor of Business (Accounting) and is a member of CPA Australia. He has a wealth of experience developing and managing the finance departments of ASX-listed companies within the resources sector. Corporate Structure Talga Group Ltd is a company limited by shares incorporated and domiciled in Australia. Talga AB (TAB) Company No. 559155-0677 Directors: Eva Nordmark (Chair) Martin Phillips (CEO) Mark Thompson Processing Technology & Pilot Plant Talga Battery Metals AB (TBMAB) Company No. 559143-2389 Directors: Mark Thompson (Chair) Martin Phillips Deputy Director: Eva Nordmark Copper/Cobalt/Gold/ Iron Ore Resources Jalk Graphite AB Company No. 559328-6304 Directors: Mark Thompson (Chair) Martin Phillips Deputy Director: Eva Nordmark Dormant Holding Company Raita Graphite AB Company No. 559328-6288 Directors: Mark Thompson (Chair) Martin Phillips Deputy Director: Eva Nordmark Dormant Holding Company Talga T ech AB Company No. 559328-6296 Directors: Mark Thompson (Chair) Martin Phillips Deputy Director: Eva Nordmark Lithium Project Talga Advanced Materials GmbH (TAM) Company No. HRB515504 Managing Directors: Mark Thompson & Martin Phillips Processing Technology & Pilot Plant Talga T echnologies Limited (TTL) Company No. 10267347 Director: Mark Thompson Battery & Graphene Product Technology Talga Anode UK Limited (TAUK) Company No. 12811478 Director: Mark Thompson Battery & Graphene Product Technology Talga Mining Pty Ltd (TMPL) Company No. 124852339 Voting Rights & Equity Shares in Subsidiaries = 100% Talga Group Ltd ASX: TLG Company No. 138405419 Voting Rights & Equity Shares in Subsidiaries = 100% Annual Report 2026 41
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Talga Group Ltd │ 30 June 2026 7 Principal Activities and Significant Changes in State of Affairs Talga is developing battery materials and technologies that will supply products critical to the lithium-ion battery industry for application in industries such as Electrified Vehicles, Energy Storage, Defence and Robotics. The principal activities of the Group during the financial year were: • Completed the technical work packages of the Front -End Engineering Design study for the anode line in a staged approach to commercial production, following the awarding of a grant from the Swedish Energy Agency. • Finalised outstanding permits for the Vittangi Anode Project, which are now in force. • Progressed strategic financing and customer offtakes for the Vittangi Anode Project. • Continued development of high-performance battery materials including Talnode®-C, Talnode®-R and Talnode®-Si, as well as offering an expanded Talphite® and Talphene® product portfolio to conductive additives and specialty coatings. • Exploration of Talga’s other mineral deposits in Sweden and rationalisation of non-core tenements. During the year, significant changes in the state of affairs of the Group were as follows: • Commenced Talnode®-C shipments under the binding Nyobolt offtake agreement, transitioning from customer qualification to commercial deliveries with ongoing sales revenue. • Pivoted the strategy to a staged anode line approach towards commercial production. • Received A$13.35 million (SEK 82.6 million) in grant funds from the Swedish Energy Agency under the Industrial Leap ("Industriklivet") program to advance near- industrial scale anode manufacturing and inform engineering design for the commercial plant. • Swedish Government formally adopted the detailed plan (zoning) for the Nunasvaara South Graphite Mine, with all key permits now in force for the mine component of the Vittangi Anode Project. • Granted three US patents and one patent each for Japan, South Korea and Australia relating to the production method and technology of Talnode® battery anode materials, providing protection in those jurisdictions through to the 2040’s. • Launched Talnode®-R, a proprietary graphite anode product regenerated from recycled lithium -ion battery waste, with pilot scale results demonstrating commercial parameters including energy density of more than 350 mAh/g, purity in excess of 99.9%C and first cycle efficiency >95%. • Commenced trading on the OTCQX Best Market® in the United States under ticker TLGRF. • Appointed former Swedish Government Minister Eva Nordmark to the Talga Group Board as a Non-Executive Director following the retirement of Non-Executive Directors Steve Lowe and Ola Rinnan. • Raised A$14.5 million (before costs) via a Placement of 35.4 million new shares to institutional and sophisticated investors at A$0.41 per share with unlisted attaching options and piggyback options. • Completed an oversubscribed Share Purchase Plan, raising A$7.3 million (before costs) at the same issue price and options conditions as the Placement through the issue of 17.7 million new shares. • Mutually agreed to terminate the Aero Project Joint Venture with the Australian subsidiary of Sociedad Quimica y Minera de Chile S.A. (SQM) following the conditions precedent not being satisfied in reasonable time by the Swedish Inspectorate for Strategic Products (Foreign Direct Investment Authority). • Expanded product offering to include conductive additives for industrial metal powder applications, specialty coatings and advanced manufacturing markets utilising Talga's high-purity graphite for their performance-enhancing properties. • Centralised the Research & Development operations in the United Kingdom and closed the Rudolstadt facility in Germany, relocating some assets with operational value to the UK and selling off remaining plant and equipment. During the period, roles were redeployed to the UK, and others were made redundant, with closure of the Stockholm and Kiruna offices impacting a small number of roles. 42 Tal g a
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Talga Group Ltd │ 30 June 2026 8 Review of Operations Vittangi Anode Project The Vittangi Anode Project primarily consists of the Nunasvaara South natural graphite mine near the village of Vittangi in the northern Swedish province of Norrbotten along with the EVA Anode Plant in the city of Luleå, also located in Norrbotten. The major permits, being the Exploitation and Environmental permits, are now in force for the Nunasvaara South graphite mine. In FY 2026, the detailed development plan (zoning) for the mine site was approved by the Swedish Government, paving the way for Talga to proceed to design and secure building permits before development of the integrated project. Project Advancement During the year, Talga adjusted its anode commercialisation strategy to propose a phased approach to production with a modular design enabling scaling from the initial anode line to the full -scale commercial production capacity at the Luleå Anode Refinery. A Front-End Engineering Design Study to update the refinery plant to include an anode production line using recycled feedstock was partly funded by the A$13.35 million Industriklivet grant awarded in October 2025. The key elements of the staged commercialisation include: • Site preparation works, buildings, HVAC and utilities to support full Stage 1 production capacity • Installation of the first purification and coating line (of four planned), with ancillary equipment capable of treating Talga's existing Vittangi graphite stockpiles and recycled anode feedstock Technology Following a review of operations, Talga centralised its Research and Development operations in Cambridge, United Kingdom, resulting in the closure of the Rudolstadt R&D facility in Germany. Some of the roles from the German facility were redeployed to the United Kingdom and others were made redundant. Talga participated in a range of ongoing EU-funded R&D projects during the year, including the following: NoVOC: As a key partner in this €5.4 million Horizon Europe initiative (total project cost €10.1 million), Talga supplies innovative high-performance graphite and silicon -graphene composite anodes tailored for both aqueous (wet) and dry electrode manufacturing processes, targeting volatile- free lithium-ion battery manufacturing. The 17 -partner consortium (including Varta and FIAT), coordinated by RISE (Research Institute of Sweden) and spanning 10 countries, focuses on reducing costs, energy use and emissions while promoting European production independence. HiSpin: Talga contributes specialised silicon- graphite/graphene composite anodes to this project, targeting high - performance battery cells for automotive and aeronautic applications, with high- voltage spinel LNMO/SiC active material with goals of 390 Wh/kg energy density, high-power, over 2,000 cycle life, and low cost (less than EUR 90/kWh). Coordinated by the Austrian Institute of Technology, the 14 -partner consortium across 8 countries (including Saft and Topsoe) emphasises performance and cost through n ovel active materials, high -voltage electrolytes and innovative electrode structuring. GRAPHiREC: Talga leads graphite post-processing in this €7.5 million EU LIFE program initiative, dedicated to recycling graphite from lithium-ion and alkaline battery waste at industrial pilot scale. The project implements Europe's first industrial pilot plants using dry mechanical pre -treatment and hydrometallurgical processes, targeting 90% recovery rates at purity levels suitable for Li-ion and alkaline battery graphite. Talga's role includes purifying graphite to battery-grade quality and using proprietary carbon coatings, manufacturing high-performance anode materials for integration into new Li-ion batteries and enabling performance parity with virgin sources for market -ready prototypes. The 8 -partner consortium features Annual Report 2026 43
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Talga Group Ltd │ 30 June 2026 9 recyclers, battery manufacturers and universities with electrochemical testing by VARTA to validate full -cell performance against commercial benchmarks. Talga is also involved in two Swedish competence centres: 2DTech, which brings together partners such as GKN Aerospace and Volvo with interest in advanced 2-D materials; and Batteries Sweden (BASE), focusing on building a battery research environment with industrial development focus, bridging the entire industrial battery value chain from material/component producers to end users and recyclers. Intellectual Property During the year, Talga expanded its intellectual property portfolio and was granted patents for its anode products and production technologies in four key markets: Japan, the United States, South Korea and Australia. The Japan patent for innovative "Anode Material and Method for Producing Same" ( #7779483) protects the Company's proprietary process for producing natural graphite anode materials delivering superior energy density, long -life and fast - charge capability for lithium-ion batteries. The patent provides Talga with exclusive rights in Japan until at least 2040. This follows the granting of three patents in the United States for the same technology during the year. The three US patents granted were (#12,424,627, #12,434,973 and #12,398,040) protecting proprietary graphite -based anode production technologies until 2042. Later in the year, the Ministry of Intellectual Property for the Republic of Korea confirmed registration of patent #10-2982528 for Talnode®-C material and the production method through to 2040. The patent was originally filed in South Korea in 2022. Talga also received notice of grant from IP Australia for Australian patent #2020307520 for silicon and graphite composite anode material until 2040. Collectively these patented technologies build on Talga's competencies in material science, innovative shaping and coating methods along with eco-friendly purification to produce battery anode materials for use in high-power applications such as robotics, hybrid electric vehicles and AI energy storage systems. Mineral Exploration and Development Mineral exploration during the year focussed on the Aero Project, Talga’s 100% owned 270km2 lithium and critical minerals project located in the Norrbotten mining district which is separate from the Vittangi Anode Project. Aero hosts new discoveries of lithium-caesium-tantalum type pegmatite systems and has previously returned lithium grades up to 1.95% Li2O from surface samples with associated anomalous rubidium, caesium and gallium across multiple zones spanning kilometres of strike. In the 2025 northern hemisphere summer period, rock chip sampling, field mapping and evaluation across an 8 -kilometre strike at Aero confirmed further high-grade gallium and other critical elements. The exploration was undertaken with an AI- linked Exploration Information System tool which is part of an EU-funded global collaboration. Some highlights of the assay results included: o Sample BD00033: 296ppm Ga2O3 o Sample A26450: 820ppm Cs2O o Sample A26217: 1,010ppm Nb2O5, 595ppm Ta2O5 and 186ppm Y2O3 o Sample A26365: 313ppm Sc2O3 One of the Aero Project’s tenements was relinquished during the year, along with a tenement from the Jalkunen Graphite Project and one from the Raitajärvi Graphite Project. These tenements are non-core, and none relate to the Vittangi Anode Project. 44 Tal g a
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Talga Group Ltd │ 30 June 2026 10 During the year, Talga and SQM mutually terminated their proposed Aero Project Joint Venture following a delay by Swedish Authorities which resulted in a failure to meet conditions precedent. The Kiskama Cu-Co-Au exploration tenement in Norrbotten County expired after 15 years as an exploration tenement and was not renewed considering the Company’s priorities and mining concession requirements. Outlook and Strategy The Company’s strategy is to advance a staged and capital-disciplined pathway to commercial scale production, beginning with an initial anode line and expanding progressively towards full -scale operations. This will be supported by supply agreements and other commercial arrangements with several counterparties to underpin production. Talga enters the next phase of development with all key mine and refinery permits for the Vittangi Anode Project in force, established high-grade graphite Ore Reserves and existing mined stockpiles (27,000 tonne) available to support initial production. The development of the Nunasvaara South mine provides a major European opportunity to provide a long -term battery- grade graphite source and has potential for globally significant expansion in production capacity over time. The Company’s flagship Talnode®-C product has been qualified by several Tier 1 cell makers which are currently under non- disclosure agreements, reinforcing the Company’s advanced readiness for high-performance, low-emission anode material supply. Production through the EVA qualification plant reached new milestones during the year, and volumes to offtake partner Nyobolt transitioned from qualification samples to commercial deliveries, demonstrating the Company’s ability to produce to customer specifications and support commercial market entry. Talga’s Front-End Engineering Design study is being advanced, to support a Class 3 estimate for the proposed commercial 19,500 tpa anode project. Subject to funding, approvals and a final investment decision, the Company intends to progress toward execution contracts. The funding strategy remains focused on combining non -dilutive sources of capital from customer and strategic investor participation with public funding instruments available to critical minerals and battery supply chain projects. Talga has secured a conditional €150 million European Investment Bank facility and a €70 million European Commission Innovation Fund grant. The Company is continuing to pursue access to EU Strategic Project instruments and other government funding support, in addition to seeking strategic partners globally to develop and grow the project to its fullest extent. Talga’s strategic priority is to scale production in a capital-disciplined manner to initially meet demand for premium, defence- grade and Foreign Entity of Concern (FEOC) free graphite and anode materials. This aligns with growing customer and policy focus on secure, transparent and low-emission supply chains outside of high-risk jurisdictions. Annual Report 2026 45
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Talga Group Ltd │ 30 June 2026 11 Subsequent events Post year end, Talga announced it had commenced commercial shipments under the Nyobolt offtake agreement, transitioning from qualification volumes and marking a significant milestone in the Company’s history. Subsequently there were multiple other material updates to support Talga’s ambition of becoming a leading integrated producer of high - performance FEOC-free battery anode products. Talga announced four non-binding Letters of Intent with three Japanese entities and one German entity, for the supply of flagship battery anode material Talnode®-C from the Vittangi Anode Project. The LOI’s with Japan’s Mitsubishi Chemical Corporation (ASX: TLG 06/07/2026), Dainen Materials (ASX: TLG 16/07/2026) and trading company Hanwa, (ASX: TLG 27/07/2026) were announced in July 2026. The intention of all three LOI’s is to negotiate and execute definitive long-term agreements by the end of December 2026. The LOI with Germany entity, EAS Batteries, was announced on 16 September 2026 (ASX: TLG 16/09/2026) with the intention to negotiate a binding term sheet by April 2027 and execute a conditional Supply Agreement by July 2027. While every effort will be made to meet the deadlines, there is no certainty that the LOI’s will become binding agreements with the counterparties. Talga is progressing a range of other commercial arrangements with entities in Japan, USA, France and other jurisdictions. On 1 September 2026, the Swedish Energy Agency (Energimyndigheten) approved the extension of the "Sustainable, low emission active anode material made from natural and recycled graphite" project which has a total value of SEK 190 million (A$30.8 million). Following two approved extensions, the project end date has now been extended to June 30, 2027. Any funds received that have not been used by Talga AB for this purpose shall be repaid to the Swedish Energy Agency, conditional upon filing a "Final report" inclusive of an auditor's certificate by 25 August 2027 confirming compliance with the terms of the grant. Dividends No dividend has been paid during or is recommended for the financial year ended 30 June 2026. (30 June 2025: Nil). R isks There are specific risks associated with the activities of the Group and general risks that are largely beyond the control of the Group and the directors. The most significant risks identified that may have a material impact on the future financial performance of the Group and the market price of the shares are: Licences, Permits, Processing and Approvals Risk The Company's current and future operations are subject to receiving and maintaining licences, permits and approvals from appropriate governmental authorities. In particular, the Company will require processing, exploitation and environmental permits in Sweden from time to time in connection with mining and processing. There is no assurance that any required licences, permits or approvals will be granted or that delays will not occur in connection with obtaining or renewing the licences, permits or approvals necessary for the Company's proposed operations. The primary permits required to enable development of the mine are an Exploitation Concession (under the Minerals Act) and an Environmental Permit (under the Environmental Code). The refinery also requires an Environmental Permit. The Company received its Environmental Permit for its commercial battery anode refinery plant (to be located at Lulea) in July 2023. The Company received its Environmental Permit for its Nunasvaara South natural graphite mine (located at Vittangi) 46 Tal g a
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Talga Group Ltd │ 30 June 2026 12 in December 2024. The Nunasvaara South natural graphite mine Exploitation Concession was granted by the Mining Inspectorate of Sweden (Bergsstaten) in June 2025. Whilst all major permits are now approved for the Company’s 100% owned Nunasvaara South mine and anode refinery, delays in any other required licences, permits or approvals could impact planned and/or expanded production schedules and delay customer contracts. At the date of this report all mining and exploration permits and licences were in good standing. Failure to obtain or renew one or more required licences, permits or approvals on a timely basis may adversely affect the Company's operations. Operating and Budget Risk The proposed activities, costs and use of the Company's cash resources are based on certain assumptions with respect to the method and timing of exploration, metallurgy and other technical tests, analysis and feasibility studies. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from the Company's estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company's viability. The proposed activities of the Company, including economic studies are dependent on economic inputs from commodity prices, metallurgical tests, electrochemical testing and market tests of which there is no guarantee of positive economics. It is a risk that studies may not be completed or may be delayed indefinitely where key inputs show negative economic outcomes. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining and processing of its mineral interests. Until the Company can realise value from its projects, it is likely to incur ongoing operating losses. The Company has successfully piloted its production flow sheet from mine to anode. It has also standardised its products and their production procedures at pilot plant level working in conjunction with customers who completed validation electrochemical testing. The preferred OEM equipment suppliers and technology providers have also been selected. Investment in the Company should be considered in light of the risks, expenses and difficulties frequently encountered by companies at this stage of development, including factors such as design and construction of efficient mining and processing facilities within capital expenditure budgets. With all mining operations there can be a level of uncertainty and, therefore, risk associated with operating parameters and costs. This is also true with the scaling up of processing technology tested in pilot conditions. The nature of the technology risk is the cost of developing an economically viable commercial operation and production facility. The Company has and will continue to enter into various agreements for the Vittangi Anode Project. Risks associated with agreements include rising contract prices as well as disputes regarding variations, extensions of time and costs, and global events impacting contractual performance and liability, all of which may give rise to delays and/or increased costs. Production guidance and targets are, as always, subject to assumptions and contingencies which are subject to change as operational performance and market conditions change or other unexpected events arise. Any production guidance is dependent on a number of factors including maintenance and operation of the mine and plant without material equipment failure, loss of continuity of experienced personnel and achievement of recovery rates from the resource. These risks are discussed in more detail elsewhere in this section. Additional Requirements for Capital The Company's capital requirements depend on numerous factors. Currently, the Company does not generate material income from its operations and may seek to raise further funds through equity or debt financing, grant funding, joint ventures, production sharing arrangements or other means. Failure to obtain sufficient financing for the Company's activities and future projects may result in delay and indefinite postponement of exploration, development or production on the Company's Annual Report 2026 47
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Talga Group Ltd │ 30 June 2026 13 properties, or even loss of a property interest. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to the Company and might involve substantial dilution to shareholders. The Company announced the completion of the DFS for its Vittangi Anode Project in northern Sweden in July 2021 (and subsequent completion of Feed Study on 15 April 2024). If the Company agrees on any near term future customer offtake or supply arrangements, fast-track commercial ramp-up development may occur which will require additional funding to be obtained. Whilst the Company is in discussions with respect to offtakes and supply agreements, there is no guarantee such discussions will result in binding agreements (see 'Offtake Arrangements risk' below). The Company's cash as at 30 June 2026 was $18.7 million, and the Company will need to seek funding options to provide for on-going business activities and to advance the Vittangi Anode Project. To date, the Company has announced that the European Investment Bank (EIB) board has approved €150 million senior debt facility to underpin the Project ( ASX: TLG 20 June 2023). Following this approval, loan documentation is being agreed between EIB and the Company, including customary terms and conditions for a finan cing facility of this nature. While the Company will seek to expedite these negotiations, there can be no guarantee that they will result in a binding agreement. In addition, the Company has been awarded €70 million EU grant funding for the development of Vittangi Anode Project – Lulea Refinery (See ASX: TLG 25 Oct 2024). With the assistance of financial and transaction advisors BurnVoir, the Company will identify and evaluate potential outcomes which may emerge from ongoing project development partnership, customer and financing discussions with other European and international parties. Management has strategies to tailor budgeted cashflows based on future funding received. However, without regular income outside interest proceeds or assets sales, it will rely on continuing access to capital markets to fund further development in Sweden, Germany and the UK. More generally, the Company is continually assessing its 'all in' funding costs for development of the Vittangi Anode Project through to expected first production. There are a wide range of factors that have the potential to influence the Company's funding needs, a number of which are beyond the control of the Company. As a consequence, and to ensure that the Company is reacting appropriately to changing events, market conditions, and broader economic circumstances, the Company will continue to refine its funding needs on an ongoing basis and in real time. The Company remains committed to delivering the Vittangi Anode Project in a cost -effective manner, consistent with previously stated safety and schedule priorities, and will continue to apply prudent and efficient capital expenditure processes. Further, the Company, in the ordinary course of its operations and developments, may be required to issue financial assurances, particularly insurance and bond/bank guarantee instruments to secure statutory and environmental performance undertakings and commercial arrangements. The Company's ability to provide such assurances is subject to external financial and credit market assessment, and its own financial position. The Company currently has a A$31 million (SEK 210 million) unsecured environmental bond facility (Facility) from surety company Atradius used to meet environmental bonding requirements as agreed in the granted environmental permit for the Vittangi Anode Project (See ASX: TLG 30 Nov 2023). Loan agreements and other financing rearrangements such as debt facilities, convertible note issues and finance leases (and any related guarantee and security) that may be entered into by the Company may contain covenants, undertakings and other provisions which, if breached, may entitle lenders to accelerate repayment of loans and there is no assurance that the Company would be able to repay such loans in the event of an acceleration. Enforcement of any security granted by the Company or default under a finance lease could also result in the loss of assets. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its programs or enter into joint venture arrangements to reduce expenditure and this could have a material adverse effect on the Company's activities. Unfavourable market conditions may adversely affect the Company's ability to raise additional funding regardless of the Company's operating performance. 48 Tal g a
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Talga Group Ltd │ 30 June 2026 14 Both now and in the future, higher than expected inflation rates generally, specific to the mining industry, or specific to Sweden, may increase operating and capital expenditure costs and potentially reduce the value of future project developments. While, in some cases, such cost increases might be offset by increased selling prices, there is no assurance that this would be possible. To the extent that such offset is not possible, this could adversely impact the Company financial performance. Offtake Arrangements The Company has entered into a binding offtake agreement with Nyobolt (ASX: TLG 14 May 2025) and has since year end commenced commercial shipments in accordance with the agreement. The Company has further agreements with a non- binding offtake term sheet with Automotive Cells Company SE (ACC) (ASX: TLG 27 September 2022) and a non-binding letter of intent with EV battery manufacturer Verkor SA (Verkor) (ASX: TLG 11 January 2023) regarding the supply of graphite anode from the Company's Vittangi Anode Project in Sweden. Post year end Talga announced three non-binding Letters of Intent with Japanese entities, for the supply of flagship battery anode material Talnode®-C from the Vittangi Anode Project. The LOI’s with Japan’s Mitsubishi Chemical Corporation (ASX: TLG 06/07/2026), Dainen Materials (ASX: TLG 16/07/2026) and trading company Hanwa, (ASX: TLG 27/07/2026) were announced in July 2026. The intention of all thre e LOI’s is to negotiate binding term sheets by end of September 2026 and to execute definitive l ong-term agreements by the end of December 2026. While the Company will seek to execute definitive documentation as soon as reasonably practicable, there can be no guarantee the documentation will be finalised. Further, the Company sells anode materials to a range of customers who purchase anode materials for trialing in their cells. The Company is seeking to secure other offtake agreements in respect of any excess production capacity not proposed to be taken by Nyobolt, ACC, Verkor, Mitsubishi, Dainen or Hanwa and there is no certainty that the Company will be able to enter into such agreements in a timely manner, with acceptable parties, for sufficient volumes or on reasonable terms with new customers. Any of these circumstances may adversely impact the Company's financial performance and position including the Company generating less revenue than anticipated. In addition, the Company expects that the sale of graphite battery anode material will (at least under some sales contracts) be subject to commercial verification and qualification processes to ensure any material produced meets the specifications for supply required by customers (including the industrial graphite markets and the battery anode sector). The qualification process may require approval from multiple parties in the supply chain and not just those parties with whom the Company has contractual arr angements. Failure of the Company's material to qualify for purchase, or any unanticipated delay in qualifying the Company's material may adversely impact the Company's financial performance and position (including by resulting in the Company generating less revenue or profit than anticipated and/or incurring higher costs than anticipated). Environmental and Social Impact Constraints The Company's exploration, mining and processing activities will, in general, be subject to approval by regulatory authorities and influenced by other key stakeholders such as local communities. Development of the Company's properties is dependent on the related project following environmental guidelines and laws and, where required, being approved by the relevant authorities. In addition to the Company’s Environmental Policy, the Company has developed an Integrated Management System (IMS) to document the process for managing environmental and social risks. Talga has secured ISO certifications according to ISO 9001:2015 QMS (Quality Management Systems), ISO 14001:2015 EMS (Environmental Management Systems) and ISO 45001:2018 OHS (Occupational Health and Safety Management Systems) for our pilot production and R&D facilities in Germany, the UK and Sweden. In addition, Talga has secured ISO 27001:2022 ISMS (Information Security Management Systems) across the Group. Talga is progressing alignment with ISO 26000, the international standard for social responsibility, which includes a Social Performance Policy and developing Social Performance systems which will provide the structure for cascading the Company’s commitment to protect labour and Annual Report 2026 49
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Talga Group Ltd │ 30 June 2026 15 human rights. The Company’s IMS covers safe use, management and transport of chemicals, waste, and dust; safety procedures for emergencies; ongoing monitoring and auditing; and commitment and active support from leadership. The Company is aware of its environmental obligations across its operational activities and continues to monitor compliance. The Company must comply with all known standards, existing laws, and regulations in each case which may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and how vigorously and consistently the regulations are administered by the local authorities. There are inherent environmental risks in conducting exploration and mining activities, or industrial materials processing, giving rise to potentially substantial costs for environmental rehabilitation, damage control and losses. Changes in environmental laws and regulations or their interpretation or enforcement may adversely affect the Company's operations, including the potential profitability of the operations. Further, environmental legislation evolving in a manner which may require stricter standards and enforcement (with associated additional compliance costs) and expose relevant operations to the increased risk of fines and penalties for non -compliance, more stringent environmental assessment of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulations, if any, will not adversely affect the Company's operations. Community Relations The Company's mining and industrial materials processing activities may cause issues or concerns with the local community (including local indigenous groups) in connection with, amongst other things, the potential effect on the environment as well as other social impacts relating to employment, use of infrastructure and community development. The Company has established ongoing engagement and management programs focussed on optimising positive impacts and minimising the risk of negative impacts on the community, particularly in those parts of Sweden where the Company operates. A stakeholder engagement plan was developed in 2017, has been implemented and continuously updated. The Company undertakes a range of community engagement activities at Vittangi, Kiruna and Luleå such as open houses, open days, community sponsorships and p articipation in local fairs. As described within the Stakeholder engagement plan, the Company regularly discloses information about the project development through newsletters, web -based information and direct engagement. The Company conducted (via an inde pendent company) its first community sentiment survey in December 2021, which has since been deployed yearly to collect feedback and insights supporting ongoing activities and engagement. Talga also seeks opinions of the local communities during permit con sultations and via key informant interviews. Talga has a grievance mechanism which is communicated directly to local stakeholders, by reference during public meetings, in key informant interviews, within email newsletters (through invitation for feedback) and presence in multiple sections on the Company’s website. The Company invites stakeholders to contact the company with concern, feedback or questions via its local email addresses, phone numbers or postal addresses. Talga is also progressing a Social Impact Assessment, including the development of a Human Rights Impact Assessment and Indigenous Peoples Plan, for the Vittangi Anode Project. This work will further support the identification, mitigation and management of po tential stakeholder social impacts and help determine additional assessments and actions. However, these programs do not guarantee that other issues or concerns may arise with local communities. If such issues or concerns were to arise, this may have an adverse effect on the Company's reputation and relationships with key stakeholders, which may in turn negatively impact its financial and operational performance. Mineral Title Risks Mining and exploration permits are subject to periodic renewal. There is no guarantee that current or future permits or future applications for production concessions will be approved. Permits are subject to numerous legislation conditions. The imposition of any new conditions or the inability to meet those conditions may adversely affect the operations, financial 50 Tal g a
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Talga Group Ltd │ 30 June 2026 16 position and/or performance of the Company. Furthermore, the Company could lose title to, or its interest in, tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments. It is also possible that, in relation to mineral titles in which the Company has an interest or will in the future acquire such an interest, there may be areas over which legitimate rights of Indigenous and property owners exist. In this case, the ability of the Company to gain access to permits (through obtaining consent of any relevant Indigenous owner, body, group or landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected. The Company's mineral titles may also be subject to access by third parties including, but not limited to, the areas' Indigenous people and landowners. This access could potentially impact the Company's activities and/or may involve payment of compensation to parties whose existing access to the land may be affected by the Company's activities. The Company adopts a pro-active approach in engagement/consultation with local indigenous groups and landowners. The Company has successfully negotiated property rights and purchase agreements with landowners covering the current Vittangi Project. Resource Estimates Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company's operations. The Company engages external, independent, Competent Persons to prepare public Mineral Resource and Ore Reserve reports according to and conforming to the 2012 Joint Ore Reserves Committee (JORC) Reporting Code and Chapter 5 of the ASX listing rules. These follow standard industry guidelines on public disclosure and thus the process of determining its reserves and resources. Reserve Estimates The Reserve estimates have been carefully prepared by an appropriately qualified person in compliance with the Joint Ore Reserves Committee (JORC) guidelines and in appropriate instances are verified by independent mining experts. Estimated valuations are dependent on Market Prices for the targeted ore. Mineral and Exploration Risk The business of exploration, project development and mining contain risks by its very nature. To prosper, it depends on the successful exploration and/or acquisition of reserves, design and construction of efficient production/processing facilities, competent operation and managerial performance and proficient marketing of the product. In particular, exploration is a speculative endeavour and certain circumstances, cost over runs and other unforeseen events can hamper exploration and mining operations. Mining of the Vittangi deposits is currently proposed to be via conventional drill and blast (open-cut for Nunasvaara South and underground operation for Niska). The well -established mining industry in Sweden ensures good drill and blast and mining contractor capability, mobile and fixed plant supply, mining supplies and operator training and the mining project risk is considered low. There is also a risk that unforeseen geological or geotechnical issues may be encountered when developing and mining ore reserves, such unusual or unexpected geological conditions. As a consequence of any such event, a loss of revenue may be caused due to the lower than expected production or higher than anticipated operation and maintenance costs and/or ongoing unplanned capital expenditure in order to meet production targets. Annual Report 2026 51
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Talga Group Ltd │ 30 June 2026 17 Development and Commercialisation The Company’s ability to generate revenues from its multiple graphite, anode and to a lesser degree, graphene products, in the future will be subject to a number of factors, including but not limited to the technologies performing to a level sufficient to warrant commercialisation. The development, testing and manufacture of novel technologies is a high-risk industry and there is no guarantee that the Company will be able to successfully commercialise the products (including in a profitable sense). The Company has confidence in the development and results to date with production through the EVA qualification plant reaching new milestones during the year, and volumes to offtake partner Nyobolt transitioned from qualification samples to commercial deliveries, demonstrating the Company’s ability to produce to customer specifications and support commercial market entry. Further advanced and positive qualification testing in the near term with other potential customers (see 'Offtake Arrangements risk' above) will bolster commercialization. Additionally, the Company's business depends on technology and is subject to technological change. Any failure or delay in developing or adopting new technology competitively may result in a reduction in customer demand and in turn reduced financial and operation growth. The Talga Group includes R&D departments to address these technological changes and is specifically working on next generation Li-ion batteries technologies including development plans for silicon anode. Technology Risks Cybersecurity Risk The Group is exposed to the risk of cyberattacks, ransomware, and data breaches that could result in unauthorised access to sensitive information relating to the Group, its employees, customers, suppliers, or intellectual property. Such incidents may cause reputational damage, financial loss, or regulatory penalties. Policies, procedures, and practices are in place to safeguard systems and data, supported by regular monitoring, penetration testing, and compliance with recognised security standards. IT Systems Reliability Risk The Group relies heavily on technology platforms to support operations. System outages, failures of legacy infrastructure, or prolonged downtime of critical applications could disrupt business processes, reduce productivity, and impact customer service. The Group maintains business continuity and disaster recovery plans and continues to invest in modernising core systems to ensure resilience and operational stability. Digital Transformation & Technology Change Risk The Group undertakes major technology transformation programs, including upgrades to enterprise platforms and the adoption of new digital tools. These projects may be delayed, exceed budget, or fail to deliver anticipated benefits, impacting operational efficiency and competitiveness. Governance frameworks, project management disciplines, and oversight by senior management are in place to mitigate these risks. Third-Party Technology Risk The Group is dependent on a range of third -party vendors and service providers, including cloud hosting, telecommunications, and software partners. A failure, outage, or cyber incident affecting these third parties could impact the Group’s ability to operate effectively. Vendor risk assessments, contractual security requirements, and ongoing monitoring are undertaken to manage this risk. 52 Tal g a
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Talga Group Ltd │ 30 June 2026 18 Data Governance & Privacy Risk The Group collects and manages significant volumes of personal, operational, and commercial data. Inadequate data governance or failure to comply with privacy regulations could result in financial penalties, litigation, and reputational harm. Policies, data management frameworks, and compliance with applicable laws, including the EU General Data Protection Regulation, are maintained to ensure the security and responsible use of data. Talent & Skills Risk The shortage of skilled technology and cybersecurity professionals presents a risk to the Group’s ability to protect systems, deliver transformation projects, and maintain critical services. Over-reliance on key personnel may also increase operational exposure. Reputation & Trust Risk Any significant cyber incident, technology failure, or prolonged disruption could lead to a loss of customer confidence, negative media coverage, and diminished shareholder trust. The Group recognises the importance of maintaining a strong reputation for security and reliability and continues to strengthen its controls, oversight, and communication strategies. Intellectual Property Risk The success of the Company's graphite processing business depends, in part, on its continued ability to protect its intellectual property (IP), including trademarks to increase brand awareness, its trade secrets and patents on its products and production processes. The Company has 16 active patent families encompassing 74 active cases (34 proceeded to grant and 40 pending/under examination) that relate to processing graphite for Li-ion batteries as well as graphene products. Given the dependence of the Company on intellectual property and the quality of its products and brands, and whilst the Company has IP management systems and processes in place, in the event that the Company is unable to protect its intellectual property adequately, then the value of the Company’s products and brands could be adversely affected. This may further impact overall business, with respect to its financial position and overall profitability and operational output. Within the industry that the anode processing business operates, there exists an ongoing risk of third parties claiming involvement in technological discoveries. The Company has taken steps to protect and confirm its interest in its intellectual property and will endeavour to implement all reasonable processes to protect its intellectual property. The Company is not aware of any third -party interests in relation to its intellectual property rights, however as stated above, the risk of third parties claiming involvement exists, which may result in litigation risks (see 'Litigation and Infringement risk' below), and there can be no assurance that the measures in place by the Company will be sufficient. Reliance on Key Management The responsibility of overseeing the day -to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. Whilst the key management team has been well established with on-going stability, there can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment or are incapacitated for any length of time. Key Management have been incentivised with employment-based performance rights to mitigate this risk. Access to Infrastructure Risk Mining, processing, development and exploration activities depend, to a significant degree, on adequate infrastructure. In the course of developing future mines, the Company may need to construct and/or update existing infrastructure, which includes perman ent water supplies, dewatering, tailings storage facilities, power, maintenance facilities and logistics services and access roads. Reliable roads, bridges, power sources and water supply are important determinants, which Annual Report 2026 53
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Talga Group Ltd │ 30 June 2026 19 affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could materially adversely affect the Company's operations, financial condition and results of operations. Any such issues arising in respect of the supporting infrastructure or on the Company's sites could materially adversely affect the Company's results of operations or financial condition. Furthermore, any fail ure or unavailability of the Company's operational infrastructure (for example, through equipment failure or disruption to its transportation arrangements) could materially adversely affect its exploration activities or development of a mine or project. Competition The Vittangi Graphite Project in northern Sweden contains the EU’s largest JORC -classified natural graphite Mineral Resource and is considered among Europe’s largest and highest -grade graphite resources. However, competition from international graphite explorers, anode producers, existing producers and new market entrants may affect the future cash flows and earnings the Company can realise from the Vittangi Anode Project. New mining and processing facilities, together with increased global graphite supply, could reduce graphite prices. The Company may also compete with other mining and exploration companies to acquire new projects needed to sustain or grow future production. Its downstream operations may be affected by new market entrants or existing graphite producers adopting a similar strategy. Litigation and Infringement Risk The Company may be involved in claims, litigation and disputes from time to time including in relation to contractual disputes, claims from local indigenous groups, tenure disputes, environmental claims, occupational health and safety claims, intellectual property disputes and employee claims. Claims, litigation and disputes can be costly, including amounts payable in respect of judgments and settlements made against, or agreed to by, the Company. They can also take up significant time and attention from management and the Board. Accordingly, the Company's involvement in claims, litigation and disputes may have an adverse impact on its financial performance. Pandemic Risk Supply chain disruptions resulting from the transmission of pandemics such as COVID-19 in the community and measures implemented by governments around the world to limit the transmission of viruses may adversely impact the Company’s operations, financial position, prospects and ability to raise capital. Travel bans may also lead to shortages of skilled personnel. Further outbreaks of COVID-19 or other pandemics and the implementation of travel restrictions also have the potential to restrict access to sites. Whilst the COVID-19 pandemic has had both short-term and long-term consequences that Talga, like other companies, must take into account, there have been no significant adverse impacts on the Company to date. The Company may also be subject to the severity of future lockdowns and relevant operator’s / supplier personnel not becoming infected which could result in delays. Climate Change Risk Climate change is a risk the Company has considered. The climate change risks particularly attributable to the Company include: • The emergence of new or expanded regulations associated with the transition to a lower-carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact the Company and its profitability. While the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences. 54 Tal g a
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Talga Group Ltd │ 30 June 2026 20 • Climate change may cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. Whilst all these risks associated with climate change may significantly change the industry in which the Company operates, as announced on the ASX on 9 August 2023, the Life Cycle Assessment of Talga’s flagship lithium-ion battery anode product, Talnode®-C, emits 92% less CO2-equivalent than incumbent electric vehicle battery anode materials largely due to avoiding the use of fossil -fuel power to either produce natural graphite anode or graphitise petroleum/coal derived feedstocks for energy intensive synthetic graphite anode production, as is the case with anode technology currently imported into Europe from Asia. The Company has identified air emissions and greenhouse gases in the environmental impact assessment (EIA) process for the proposed mine. Mitigation measures have been identified for reducing dust and greenhouse gas emissions. Further EIA process for the refinery which includes best available technology air emission treatment technologies, was completed in 2022. Public Company Obligations As a publicly listed corporate entity, the Company is subject to evolving rules and regulations promulgated by a number of governmental and self -regulated organizations, including the ASX, which govern corporate governance and public disclosure regulations . These rules and regulations continue to evolve in scope and complexity, creating many new requirements, which increase compliance costs and the risk of non-compliance. The Company’s efforts to comply with these rules and obligations could result in increased general and administration expenses and a diversion of management time and attention from financing, development, operations and, eventually, revenue-generating activities. General Economic Conditions The operating and financial performance of the Company is influenced by a variety of general economic and business conditions, including levels of consumer spending, commodity prices, inflation, interest rates and exchange rates, supply and demand, industr ial disruption, access to debt and capital markets and government fiscal, monetary and regulatory policies. Changes in general economic conditions may result from many factors including government policy, international economic conditions, significant acts of terrorism, hostilities or war or natural disasters. A prolonged deterioration in general economic conditions, including an increase in interest rates or a decrease in consumer and business demand, may have an adverse impact on the Company’s operating a nd financial performance and financial position. The Company’s future possible revenues and Share prices may be affected by these factors, which are beyond the control of the Company. Volatility of Share Price The price of the shares of resource companies tends to be volatile. Fluctuations in the world price of graphite and anode products and many other elements beyond the control of the Company could materially affect the price of the Shares of the Company. There can be no assurance that an active market for the Shares would be sustained after any offering of securities. Securities of companies with smaller capitalisations have experienced substantial volatility in the past, often based on factors unrelated t o the financial performance or prospects of the companies involved. These factors include global economic developments and market perceptions of the attractiveness of certain industries. There can be no assurance that continuing fluctuations in price will not occur. If an active market for the Shares does not continue, the liquidity of a purchaser’s investment may be limited. If such a market does not develop, purchasers may lose their entire investment in the Shares of the Company. Annual Report 2026 55
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Talga Group Ltd │ 30 June 2026 21 As a result of any of these factors, the market price of the Shares at any given point in time may not accurately reflect the long-term value of the Company. Securities class -action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages, and also divert management’s attention and resources. Policies and Legislation Any material adverse changes in government policies or legislation of Australia or Sweden or any other country that the Company has economic interests may affect the prospects and profitability of the Company. Force Majeure Force majeure is a term used to refer to an event beyond the control of a party claiming that the event has occurred. Significant catastrophic events – such as war, acts of terrorism, pandemics, loss of power, cyber security breaches or global threats – or natural disasters - such as earthquakes, fires (including forest fires) or floods or the outbreak of epidemic disease – could disrupt the Company’s operations and interrupt critical functions, or otherwise harm the business. To the extent that such disruptions or uncertainties result in delays or cancellations of the deployment of the Company’s products and solutions, its business, results of operations and financial condition could be harmed. Directors’ and committee meeting Director Meetings Directors Number Eligible to Attend Number Attended Terry Stinson 8 8 Mark Thompson 8 8 Grant Mooney 8 8 Eva Nordmark 8 8 Remuneration Committee Meetings Directors Number Eligible to Attend Number Attended Terry Stinson 1 1 Grant Mooney 1 1 Nomination Committee Meetings Directors Number Eligible to Attend Number Attended Terry Stinson 1 1 Grant Mooney 1 1 Audit and Risk Committee Meetings Directors Number Eligible to Attend Number Attended Grant Mooney 2 2 Terry Stinson 2 2 Eva Nordmark 2 2 56 Tal g a
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Talga Group Ltd │ 30 June 2026 22 Share options performance rights As at the date of this report, there were 42,845,924 ordinary shares under option and 750,345 shares subject to performance rights: Number Exercise price $ Expiry date Options Shareholders 8,333,331 0.58 29-May-27 Shareholders 8,869,657 0.58 11-Feb-28 Shareholders 17,682,936 0.58 11-Feb-28 Employees and directors 1,500,000 0.60 27-Aug-28 Employees and directors 2,000,000 1.00 31-Oct-28 Employees and directors 4,460,000 1.00 21-Nov-28 Total number of shares under option 42,845,924 Performance Rights Employees and directors 500,000 - 13-Jan-28 Employees and directors 250,345 - 14-Jan-28 Total number of shares under performance rights 750,345 No person entitled to exercise any option or performance right referred to above has or had, by virtue of the option or performance right, a right to participate in any share issue of any other body corporate. During or since the end of the financial year 38,900 employee share performance rights expired. Remuneration Report (Audited) This report details the type and amount of remuneration for each director and Key Management Personnel (“KMP”) (defined as those having authority and responsibility for planning, directing and controlling the activities of the Group). Remuneration Policy The performance of the Group depends upon the quality of its directors and executives. To be successful, the Group must attract, motivate and retain highly skilled directors and executives. It is the Group’s objective to provide maximum stakeholder benefit from the retention of a high-quality board and KMP by remunerating them fairly and appropriately with reference to relevant employment market conditions. The Board links the nature and amount of some director and KMP emoluments to the Group’s financial and operational performance. To assist in achieving the objective the Board set up a Remuneration Committee. The responsibilities of the Remuneration committee are to: • Attract, retain and motivate high quality directors and KMP; • Reward directors and KMP for Group performance; • Align the interest of directors and KMP with those of shareholders; • Link reward with strategic goals and performance of the Group; and • Ensure total remuneration is competitive with market standards. Annual Report 2026 57
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Talga Group Ltd │ 30 June 2026 23 The remuneration of a director or KMP will be decided by the Remuneration Committee. In determining competitive remuneration rates the Remuneration Committee reviews local and international trends among comparative companies and the industry generally, as well as the strategic complexity and time commitment of the role. It also examines terms and conditions for the employee share option plan. The Remuneration Committee also relies on remuneration consultants from time to time. No remuneration consultants were used this year. Non-executive director remuneration The maximum remuneration of non -executive directors is the subject of shareholder resolution in accordance with the Company’s Constitution, and the Corporations Act 2001 as applicable. The allocation of non-executive director remuneration within that maximum will be made by the Remuneration Committee having regard to the inputs and value to the Group of the respective contributions by each non -executive director. Shareholders at a general meeting approved a maximum aggregate amount of $750,000 to be paid to non-executive directors for directors’ fees. The Board, upon consultation with the Remuneration Committee, may allocate this pool (or part of it) at their discretion. The Remuneration Committee may recommend awarding additional remuneration to non -executive directors called upon to perform extra services or make special exertions on behalf of the Group such as representation on committees. There is no scheme to provide retirement benefits, other than statutory superannuation (or pensions as the case may be for foreign non-executive directors) to non-executive directors. Executive remuneration Executive remuneration may consist of both fixed and variable (at risk) elements. Fixed remuneration The level of fixed remuneration is set so as to provide a base level of remuneration which is appropriate to the position and is competitive in the market and may be in variety of forms including cash and fringe benefits. The remuneration is reviewed annually by the Remuneration Committee. Variable (at risk) remuneration Variable remuneration may be delivered in the form of a short-term incentive (STI) scheme, cash bonuses or long-term incentive schemes including share options or rights. All equity-based remuneration paid to directors and executives is valued is valued at fair value. Options are valued using the Black-Scholes methodology, while performance rights without market-based conditions are valued based on the Group’s share price at the grant date. All equity-based remuneration for directors must be approved by shareholders. Performance Based Remuneration Other than as noted below under Services Agreements of Executive Directors and KMP, the Group did not pay any other performance based bonuses to directors or KMP in the year ended 30 June 2026. Group Performance, Shareholder Wealth and Directors’ and Executives’ Remuneration The remuneration policy has been tailored to maximise the commonality of goals between shareholders, directors and executives. The method applied in achieving this aim to date has been the issue of options or performance rights to directors and executives under the Company’s Employee Securities Incentive Scheme to encourage the alignment of personal and shareholder interests. Furthermore, STI’s in the form of cash bonuses that are structured to remunerate KMP for achieving annual Group targets and individual performance targets that reflect the Group’s development path and that can translate into long term value being created for shareholders have also been considered and implemented. The Group believes this policy will be the most effective in increasing shareholder wealth. 58 Tal g a
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Talga Group Ltd │ 30 June 2026 24 Services Agreements of Executive Directors and KMP Mark Thompson’s employment conditions as Managing Director are defined by way of a contract of employment with no fixed term. Mr Thompson’s annual Base Salary and superannuation is $512,886. No STI’s were agreed nor accrued or paid for the FY2026 and FY2025. The Company may terminate Mr Thompson’s employment contract without cause by providing nine months written notice or making payment in lieu of notice, based on the individual’s annual salary component. Mr Thompson may terminate his employment without cause by providing six months written notice and the Company may pay Mr Thompson in lieu of notice or require him to serve out his notice. In the event of a change in control of the Company, Mr Thompson will receive a bonus payment comprising of a lump sum gross payment of 12 months' Base Salary. If within 6 months after the change in control Mr Thompson elects to terminate his employment or his employment is terminated by the Company, Mr Thompson will not be entitled to any notice of termination or payment in lieu of notice. Martin Phillips’s employment conditions as Chief Executive Officer (CEO) are defined by way of a contract of employment with no fixed term. Mr Phillips’s annual Base Salary and superannuation is SEK 3,289,400 ($518,520). No STI’s were agreed nor accrued or paid for the FY2026 and FY2025. Mr Phillips relocated permanently to Sweden as of 1 July 2024. His renegotiated remuneration package entitles him to three return airfares for immediate family members per year ($7,190 was paid in airfare benefits in FY26) as well as house benefit ($80,866 was paid as a house benefit in FY26). The Company may terminate Mr Phillips’s employment contract without cause by providing six months written notice or making payment in lieu of notice, based on the individual’s annual salary component. Mr Phillips may terminate the employment without cause by providing six months written notice and the Company may pay Mr Phillips in lieu of notice or require him to serve out his notice. Annual Report 2026 59
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Talga Group Ltd │ 30 June 2026 25 Details of Remuneration Details of the remuneration of the directors and other Key Management Personnel (defined as those who have the authority and responsibility for planning, directing and controlling the major activities of the Group) of Talga are set out in the following tables. Short Term Benefits Post- Employment Long Term Benefits Share based payments Total including share based payments 2026 Salary Directors Fees Other (i) Leave entitlements (ii) Superannuation Long service Leave entitlements (ii) Subtotal Options and Rights (iii) Total $ $ $ $ $ $ $ $ $ Terry Stinson - Non-Executive Chair - 150,000 6,787 - 18,815 - 175,602 99,840 275,442 Mark Thompson - Managing Director 482,866 - - 18,972 30,000 17,336 549,174 208,000 757,174 Grant Mooney - Non-Executive Director - 74,305 6,787 - 9,731 - 90,823 78,000 168,823 Eva Nordmark - Non-Executive Director - 83,439 2,104 - - - 85,543 78,000 163,543 Martin Phillips - Chief Executive Officer 468,796 - 100,552 27,304 53,696 15,533 665,881 318,000 983,881 Total 951,662 307,744 116,230 46,276 112,242 32,869 1,567,023 781,840 2,348,863 Notes: All directors are paid under the terms agreed by way of Director's resolution. 60 Tal g a
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Talga Group Ltd │ 30 June 2026 26 (i) Terry Stinson was paid $6,787 (plus superannuation) as a member of the Audit and Risk Committee and Chair of the Remuneration Committee. Grant Mooney was paid $6,787 (plus superannuation) as Chair of Audit and Risk Committee and member of the Remuneration Committee. Eva Nordmark was paid $2,104 as a member of the Audit and Risk Committee. Martin Phillips includes $80,866 house benefit, $7,190 travel benefits and $12,496 health benefits. (ii) Leave entitlements are the additional leave expense accrued or used for annual and long-service leave entitlements for the period. (iii) Option and rights represent the fair value expensed for the year ended 30 June 2026; for options issued to Directors in November 2025 and the CEO in October 2025. See ‘Additional disclosures relating to options, performance rights and shares’ - table below for further details. Annual Report 2026 61
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Talga Group Ltd │ 30 June 2026 28 (i) Grant Mooney was paid $4,525 (plus superannuation) as Chair of Remuneration Committee and $2,262 (plus superannuation) as a member of the Audit and Risk Committee. Steve Lowe was paid $4,525 (plus superannuation) as Chair of Audit and Risk Committee and $2,262 (plus superannuation) as a member of the Remuneration Committee. Terry Stinson was paid $4,525 (plus superannuation) as a member of both the Remuneration Committee and Audit and Risk Committee. Ola Rinnan was paid $2,523 as a member of the Remuneration Committee. Mark Thompson, Melissa Roberts and Martin Phillips were paid a $20,000 STI bonus relating to a FY24 Corporate development milestone. Martin Phillips also includes $71,392 house benefit, $11,741 travel benefits and $7,609 health benefits. (ii) Leave entitlements are the additional leave expense accrued or used for annual and long-service leave entitlements for the period. (iii) Option and rights represent the fair value expensed or credited for the year ended 30 June 2025; for options issued to Mark Thompson in November 2020; for options/performance rights issued to Martin Phillips in September 2020, November and December 2022; for options/performance rights issued to Melissa Roberts in September 2021, December 2022 and October 2023; for performance rights issued to the Chair and non-executive directors in November 2020. The net share-based payment credit recognised for the financial year of $9,947,493 includes a reversal of $10,433,526 of the cumulative expense recognised in prior periods in relation to awards with non-market based vesting conditions that lapsed in the current period. See ‘Additional disclosures relating to options, performance rights and shares’ - table below for further details. (iv) Ola Rinnan director fees includes $41,646 for representation on the subsidiary Talga AB board. (v) Superannuation for Martin Phillips includes $17,800 Sweden public pension contributions required from employers. (vi) Melissa Roberts ceased employment on 31 December 2024 and received a termination payment of $157,961. Talga Group Ltd │ 30 June 2026 27 Short Term Benefits Post- Employment Long Term Benefits Share based payments Termination payments Total including share based & termination payments 2025 Salary Directors Fees Other (i) Leave entitlements (ii) Superannuation (v) Long service Leave entitlements (ii) Subtotal Options and Rights (iii) Total $ $ $ $ $ $ $ $ $ $ Terry Stinson Chair 150,000 4,525 - 17,770 172,295 (1,041,000) - (868,705) Mark Thompson Managing Director 465,774 - 20,000 (12,132) 29,930 14,520 518,092 (4,861,489) - (4,343,397) Grant Mooney Non-Executive Director - 66,364 6,787 - 8,412 81,563 (867,500) - (785,937) Steve Lowe Non-Executive Director - 66,364 6,787 - 8,412 81,563 (867,500) - (785,937) Ola Rinnan Non-Executive Director (iv) - 115,641 2,523 - - 118,164 (867,500) (749,336) Martin Phillips Chief Executive Officer 428,549 - 126,765 36,622 89,975 17,825 699,736 (217,479) - 482,257 Melissa Roberts Chief Financial Officer(vi) 205,349 - 20,000 (3,647) 22,447 (7,646) 236,503 (1,225,024) 157,961 (830,560) Total 1,099,672 398,369 187,387 20,843 176,946 24,699 1,907,916 (9,947,493) 157,961 (7,881,615) Notes: All directors are paid under the terms agreed by way of Director's resolution. 62 Tal g a
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Talga Group Ltd │ 30 June 2026 29 Key Management Personnel Options and Rights 2026 30 June 2026 Balance at Beginning of Year Granted as Remuneration During the Year Exercised During the Year Other changes During the Year (i) Balance at End of Year Vested During the Year Vested and Exercisable Terry Stinson 25,922 960,000 - 6,801 992,723 992,723 992,723 Mark Thompson 1,611,006 2,000,000 - (1,524,420) 2,086,586 2,086,586 2,086,586 Grant Mooney - 750,000 - 20,528 770,528 770,528 770,528 Eva Nordmark - 750,000 - - 750,000 750,000 750,000 Martin Phillips 1,091,244 2,000,000 (1,000,000) (85,827) 2,005,417 2,005,417 2,005,417 (i) Terry Stinson - issue of 24,390 unlisted options as a result of Share Purchase Plan allotment and 8,333 unlisted attaching options as a result of participation in share placement less 25,922 expiring shareholder loyalty options. Mark Thompson - issue of 36,586 unlisted options as a result of Share Purchase Plan allotment and 50,000 unlisted attaching options as a result of participation in share placement less 1,611,006 expiring shareholder loyalty options. Grant Mooney - issue of 12,195 unlisted options as a result of Share Purchase Plan allotment and 8,333 unlisted attaching options as a result of participation in share placement. Martin Phillips - issue of 5,417 unlisted options as a result of Share Purchase Plan less 91,244 expiring shareholder loyalty options. The number of ordinary shares in Talga held by Key Management Personnel of the Group during the financial year is as follows: Key Management Personnel Shareholdings 2026 30 June 2026 Balance at Beginning of Year Granted as Remuneration During the Year Issued on Exercise of Options/rights During the Year Other Changes During the Year (i) Balance at End of the Year Terry Stinson 207,372 - 73,780 281,152 Mark Thompson 13,038,036 - 73,171 13,111,207 Grant Mooney - - - 49,390 49,390 Eva Nordmark - - - - - Martin Phillips 746,200 - 1,000,000 - 1,746,200 (i) Terry Stinson - 25,000 shares issued as result of participation in a placement and 48,780 shares as a result of share purchase plan allocation. Mark Thompson - 73,171 shares as a result of share purchase plan allocation. Grant Mooney - 25,000 shares issued as result of participation in a placement and 24,390 shares as a result of share purchase plan allocation. Annual Report 2026 63
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Talga Group Ltd │ 30 June 2026 30 Key Management Personnel Shareholdings 2025 30 June 2025 Balance at Beginning of Year Granted as Remuneration During the Year Issued on Exercise of Options/rights During the Year Other Changes During the Year Balance at End of Year Terry Stinson 207,372 - - 207,372 Mark Thompson (i) 14,412,174 - (1,374,138) 13,038,036 Grant Mooney - - - - - Stephen Lowe 2,107,273 - - - 2,107,273 Ola Rinnan - - - - - Martin Phillips (ii) 729,950 - - 16,250 746,200 Melissa Roberts (iii) - - 333,000 (333,000) - (i) This is the net of 1,524,138 shares relinquished as part of a Deed of Security in connection with a margin loan agreement and 150,000 shares issued as result of participation in a placement. (ii) Shares issued as result of participation in a placement. (iii) Melissa Roberts terminated on 31 December 2024. Share based payments The following table summarises the value of options or rights granted, expensed, and exercised during the financial year, in relation to options or rights granted to Key Management Personnel as part of their remuneration: Value of options or performance rights Granted in the year $ Expensed in the year $ Exercised in the year $ Terry Stinson 99,840 99,840 - Mark Thompson 208,000 208,000 - Grant Mooney 78,000 78,000 - Eva Nordmark 78,000 78,000 - Martin Phillips 318,000 318,000 375,000 Additional disclosures relating to options, performance rights and shares The table below discloses the number of share options and performance rights as at 30 June 2026 granted to Key Management Personnel as remuneration as well as the number of options that vested or lapsed during this year. Share options do not carry any voting or dividend rights and can be exercised once the vesting conditions have been met until their expiry date. It was determined that the options would not be subject to performance conditions with the exercise price set at more than double the share price at award date. The Company is in an important stage of development with significant opportunities and challenges in both the near and long-term, and the proposed issue of the options seeks to align the efforts of the KMPs in seeking to achieve growth of the share price and in the creation of shareholder value as well as a means of conserving the Company's available cash reserves. 64 Tal g a
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Talga Group Ltd │ 30 June 2026 31 As at 30 June 2026 Grant date Number of options or performance rights awarded Fair value per option or performance right at award date $ Vesting date Exercise price $ Expiry date No. vested in the year No. lapsed in the year Martin Phillips (i) 14/11/2022 500,000 1.3900 31/12/2023 - 31/12/2025 - - Martin Phillips (i) 14/11/2022 500,000 1.3900 30/6/2025 - 31/12/2025 - - Mark Thompson (ii) 21/11/2025 2,000,000 0.1040 21/11/2025 1.00 21/11/2028 2,000,000 - Terry Stinson (ii) 21/11/2025 960,000 0.1040 21/11/2025 1.00 21/11/2028 960,000 - Grant Mooney (ii) 21/11/2025 750,000 0.1040 21/11/2025 1.00 21/11/2028 750,000 - Eva Nordmark (ii) 21/11/2025 750,000 0.1040 21/11/2025 1.00 21/11/2028 750,000 - Martin Phillips 31/10/2025 2,000,000 0.1590 31/10/2025 1.00 31/10/2028 2,000,000 - (i) These options were exercised during the year. (ii) These performance rights were approved at the 21 November 2025 shareholder meeting. Annual Report 2026 65
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Talga Group Ltd │ 30 June 2026 32 Financial performance and financial position As a mineral explorer and advanced material developer of functional graphene and graphite enhanced products, the Group does not currently have any material operational revenue. Other income during the year consisted of interest, IUK Grants, and R&D refunds. The financial results of the Group as at 30 June 2026 are: 2026 2025 2024 2023 2022 Cash and cash equivalents ($) (i) 18,665,655 13,184,029 14,095,223 38,226,375 13,012,565 Net assets ($) 44,845,808 44,599,091 40,228,747 56,984,362 26,647,577 Income ($) 2,017,019 1,773,346 1,584,952 1,993,900 664,580 Net loss after tax ($) (19,456,609) (16,728,019) (38,256,533) (43,356,067) (36,799,320) Loss per share (cents per share) (4.03) (3.90) (10.28) (12.00) (12.10) Share Price ($) 0.20 0.39 0.58 1.48 1.02 Dividend ($) - - - - (i) $7,460,739 of the cash at bank balance for the year ended 30 June 2026 is restricted for use under the Industrial Leap 'Industriklivet' grant received from the Swedish Energy Agency. (refer to note 4 & 6). END OF REMUNERATION REPORT INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS The Group paid a premium of $208,000 (2025: $178,000) to insure directors and officers of the Group. The directors and officers have indemnities in place with the Group whereby the Company has agreed to indemnify the directors and officers in respect of certain liabilities incurred by the director or officer while acting as a director of the Group and to insure the director or officer against certain risks the director or officer is exposed to as an officer of the Group. INDEMNIFICATION OF AUDITORS To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young Australia, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young Australia during or since the financial year. AUDITOR’S INDEPENDENCE DECLARATION The auditor’s independence declaration for the year ended 30 June 2026 has been received and immediately follows the Directors’ Report. There were $110,851 (2025: $147,219) fees paid to Ernst and Young for non-audit services provided during the year ended 30 June 2026. The directors are satisfied that the provisions of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed did not compromise the external auditor’s independence. 66 Tal g a
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Talga Group Ltd │ 30 June 2026 33 CORPORATE GOVERNANCE In recognising the need for the highest standards of corporate behaviour and accountability, the directors support and have adhered to principles of sound corporate governance. The Board recognises the recommendations of the Australian Securities Exchange Corporate Governance Council and considers that Talga is in compliance with those guidelines which are of critical importance to the commercial operation and commensurate of an ASX listed company of its size. During the financial year, shareholders continued to receive the benefit of an efficient and cost-effective corporate governance policy for the Group. This report is made in accordance with a resolution of the directors. Mark Thompson Managing Director Perth, Western Australia 30 September 2026 Annual Report 2026 67
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Ernst & Young 9 The Esplanade Perth WA 6000 Australia GPO Box M939 Perth WA 6843 Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au Auditor’s independence declaration to the directors of Talga Group Ltd As lead auditor for the audit of the financial report of Talga Group Ltd for the financial year ended 30 June 2026, I declare 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; b. No contraventions of any applicable code of professional conduct in relation to the audit; and c. No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit. This declaration is in respect of Talga Group Ltd and the entities it controlled during the financial year. Ernst & Young T S Hammond Partner 30 September 2026 34 68 Tal g a
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Talga Group Ltd │ 30 June 2026 35 Consolidated statement of profit or loss and other comprehensive income 2026 2025 Note $ $ Revenues from ordinary activities 2 200,727 106,168 Other Income 2 1,816,292 1,667,178 Expenses Administration expenses (3,768,828) (4,528,957) Compliance and regulatory expenses (1,003,675) (1,022,799) Depreciation expense (2,498,166) (3,514,870) Write down of acquisition costs - (274,948) Impairment expenses 7 (1,310,793) - Employee benefits expenses and Directors Fees (2,742,412) (3,865,375) Exploration, evaluation and exploitation expenditure (482,384) (1,063,122) Anode production and ore storage costs (3,997,658) (8,695,201) Research and product development (4,646,987) (5,404,462) FX realised and unrealised gain (163,563) 306,239 Share based payments 26 (859,162) 9,562,130 (Loss) before income tax expense (19,456,609) (16,728,019) Income tax expense 3 - - Net (loss) attributable to members of the parent entity (19,456,609) (16,728,019) Other comprehensive income / (loss): Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations (2,499,403) 3,321,433 Total other comprehensive (loss) / income for the year (2,499,403) 3,321,433 Total comprehensive (loss) for the year (21,956,012) (13,406,586) Total comprehensive (loss) attributable to members of the parent entity (21,956,012) (13,406,586) Basic loss per share (cents per share) 16 (4.03) (3.90) Diluted loss per share (cents per share) 16 (4.03) (3.90) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. Annual Report 2026 69
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Talga Group Ltd │ 30 June 2026 36 Consolidated statement of financial position 2026 2025 Note $ $ Current Assets Cash and cash equivalents 4 18,665,655 13,184,029 Trade and other receivables 5 1,503,191 1,542,882 Prepayments 375,918 319,357 Total Current Assets 20,544,764 15,046,268 Non-Current Assets Other receivables 6 299,541 318,378 Property, plant and equipment 7 37,081,915 33,250,309 Right of use assets 8 490,637 1,032,877 Total Non-Current Assets 37,872,093 34,601,564 TOTAL ASSETS 58,416,857 49,647,832 Current Liabilities Lease Liability 8 457,404 540,236 Deferred income - Government Grant 9 6,475,529 - Trade and other payables 10 4,875,823 2,380,881 Provisions 11 1,707,570 1,583,847 Total Current Liabilities 13,516,326 4,504,964 Non-Current Liabilities Lease liability 8 54,723 543,777 Total Non-Current Liabilities 54,723 543,777 TOTAL LIABILITIES 13,571,049 5,048,741 NET ASSETS 44,845,808 44,599,091 Equity Issued capital 12 271,001,793 249,658,226 Reserves 13 14,614,393 16,254,634 Accumulated losses 14 (240,770,378) (221,313,769) TOTAL EQUITY 44,845,808 44,599,091 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 70 Tal g a
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Talga Group Ltd │ 30 June 2026 37 Consolidated statement of changes in equity Issued Capital Accumulated Losses Reserves Total $ $ $ $ At 1 July 2024 222,319,166 (204,585,750) 22,495,330 40,228,746 Comprehensive income: Loss after income tax for the year - (16,728,019) - (16,728,019) Exchange differences on translation of foreign operations - - 3,321,433 3,321,433 Total comprehensive income/ (loss) for the year - (16,728,019) 3,321,433 (13,406,586) Transactions with owners in their capacity as owners: Issue of share capital 28,514,998 - - 28,514,998 Capital raising costs (1,175,938) - - (1,175,938) Share based compensation - - (9,562,129) (9,562,129) At 30 June 2025 249,658,226 (221,313,769) 16,254,634 44,599,091 Issued Capital Accumulated Losses Reserves Total $ $ $ $ At 1 July 2025 249,658,226 (221,313,769) 16,254,634 44,599,091 Comprehensive income: Loss after income tax for the year - (19,456,609) - (19,456,609) Exchange differences on translation of foreign operations - - (2,499,403) (2,499,403) Total comprehensive income/ (loss) for the year - (19,456,609) (2,499,403) (21,956,012) Transactions with owners in their capacity as owners: Issue of share capital 22,635,300 - - 22,635,300 Capital raising costs (1,291,733) - - (1,291,733) Share based compensation - - 859,162 859,162 At 30 June 2026 271,001,793 (240,770,378) 14,614,393 44,845,808 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. Annual Report 2026 71
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Talga Group Ltd │ 30 June 2026 38 Consolidated statement of cash flows 2026 2025 Note $ $ Cash Flows from Operating Activities Receipts from Customers 194,992 120,633 Payments for exploration, evaluation & exploitation, trial mine and anode production (6,681,395) (11,332,185) Payments to suppliers, contractors and employees (6,706,367) (7,162,755) German and UK Operations including R&D (4,199,551) (5,862,261) Interest received 305,528 490,496 Interest paid on leases (67,171) (80,662) Other income – grants 1,134,030 153,851 Net cash flows (used in) operating activities 15 (16,019,934) (23,672,883) Cash Flows from Investing Activities Payments for property, plant and equipment (11,311,116) (3,832,044) Proceeds from sale of property, plant and equipment 166,979 - Capital Grants received 13,368,320 - Net cash from / (used in) investing activities 2,224,183 (3,832,044) Cash Flows from Financing Activities Proceeds from issue of securities 21,890,082 28,382,909 Payment for costs of issue of securities (1,274,070) (1,060,848) Proceeds from exercise of share options 328,349 162,090 Lease payments (643,481) (872,177) Net cash flows from financing activities 20,300,880 26,611,974 Net (decrease) / increase in cash and cash equivalents 6,505,129 (892,953) Cash and cash equivalents at the beginning of the financial year 13,184,029 14,095,223 Net foreign exchange differences (1,023,503) (18,241) Cash and cash equivalents at the end of the financial year 4 18,665,655 13,184,029 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 72 Tal g a
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Talga Group Ltd │ 30 June 2026 39 Notes to the consolidated financial statements for the year ended 30 June 2026 1. Material accounting policy information The financial report is a general-purpose financial report that has been prepared in accordance with Australian Accounting Standards including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial report of the Group complies with all International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board in their entirety. The financial report covers the parent Talga Group Ltd and Controlled Entities (the “Group”). Talga Group Ltd is a for profit public company, incorporated and domiciled in Australia. The financial report has been prepared on an accruals basis and is based on historical cost. Cost is based on the fair values of the consideration given in exchange for assets. Going concern The directors have prepared the financial statements on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and extinguishment of liabilities in the ordinary course of business. The Group has cash and cash equivalents of $1 8.7 million (2025: $13.2 million) and net current assets of $ 7.0 million (2025: $10.5 million) as at 30 June 2026. The Group made a net loss of $19.4 million (2025: $16.7 million) and has incurred net operating cash outflows of $16.0 million (2025: $23.7 million) for the year ended 30 June 2026. The Group’s cash and cash equivalents at the date of this report totaled approximately $10.8 million, of which $5.9 million is restricted for use under the Industrial Leap 'Industriklivet' grant received from the Swedish Energy Agency during the period (refer to note 9). The Directors acknowledge, having regard to the Group’s cashflow forecast for the 15-month period ended 30 September 2027, that further funding, in the form of debt and/or equity raisings will be required in order to progress the Group’s planned objectives, including the development of the Vittangi Anode Project. The Directors consider there is a reasonable basis to conclude that further funds can be raised when required, given the Group’s historical capital raising and strong shareholder support. As at the date of this report, the Directors are satisfied there is a reasonable basis that the Group will be able to achieve the matters set out above, including the securing of funding for the Vittangi Anode Project, and thus it is appropriate to prepare the financial statements on a going concern basis. If, however the Group is unable to achieve these matters, then there is a material uncertainty that may cast significant doubt on whether the Group will continue as a going concern and therefore whether it will realise its assets and discharge its liabilities in the normal course of business and at the amounts stated in the financial statements. The financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts, nor the amounts or classification of liabilities that might be necessary should the Group not be able to continue as a going concern. The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. Annual Report 2026 73
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Talga Group Ltd │ 30 June 2026 40 a. Business Combinations Business combinations occur where an acquirer obtains control over one or more businesses and results in the consolidation of its assets and liabilities. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The acquisition method requires that for each business combination one of the combining entities must be identified as the acquirer (i.e., parent entity). The business combination will be accounted for as at the acquisition date, which is the date that control over the acquiree is obtained by the parent entity. At this date, the parent shall recognise, in the consolidated accounts, and subject to certain limited exceptions, the fair value of the identifiable assets acquired, and liabilities assumed. In addition, contingent liabilities of the acquiree will be recognised where a present obligation has been incurred and its fair value can be reliably measured. The acquisition may result in the recognition of goodwill or a gain from a bargain purchase. The method adopted for the measurement of goodwill will impact on the measurement of any non-controlling interest to be recognised in the acquiree where less than 100% ownership interest is held in the acquiree. The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements. Consideration may comprise the sum of the assets transferred by the acquirer, liabilities incurred by the acquirer to the former owners of the acquiree and the equity interests issued by the acquirer. Fair value uplifts in the value of pre -existing equity holdings are taken to the statement of comprehensive income. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss. Included in the measurement of consideration transferred is any asset or liability resulting from a contingent consideration arrangement. Any obligation incurred relating to contingent consideration is classified as either a financial liability or equity instrument, depending upon the nature of the arrangement. Rights to refunds of consideration previously paid are recognised as a receivable. Subsequent to initial recognition, contingent consideration classified as equity is not re - measured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or a liability is re -measured each reporting period to fair value through the statement of comprehensive income unless the change in value can be identified as existing at acquisition date. All transaction costs incurred in relation to the business combination are expensed to the profit or loss. b. Exploration, Evaluation and Development Expenditure Exploration and evaluation costs are written off in the year they are incurred. Costs of acquisition are capitalised to areas of interest and carried forward where right of tenure of the area of interest is current and they are expected to be recouped through sale or successful development and exploitation of the area of interest or, where exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. When an area of interest is abandoned, or the directors decide that it is not commercial, any accumulated acquisition costs in respect of that area are written off in the financial period the decision is made. Each area of interest is also reviewed at the end of each accounting period and accumulated acquisition costs written off to the extent that they will not be recoverable in the future. Where projects have advanced to the stage that directors have made a decision to mine, they are classified as development properties. When further development expenditure is incurred in respect of a development property, such expenditure is carried forward as part of the cost of that development property only when substantial future economic benefits are established. Oth erwise, such expenditure is classified as part of the cost of production or written off where production has not commenced. 74 Tal g a
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Talga Group Ltd │ 30 June 2026 41 c. Property, Plant and Equipment Property, plant and equipment are initially recognised at acquisition cost (including any costs directly attributable to bringing the assets to the location and condition necessary for it to be capable of operating in the manner intended by the Group’s management) an d subsequently measured using the cost model (cost less subsequent depreciation and impairment losses). Depreciation is calculated on either the straight -line basis or diminishing value basis over their useful lives to the Group commencing from the time the asset is held ready for use. The following useful lives are applied: Operating Equipment: 3-20 years Office equipment: 1-15 years Vehicles: 5-8 years Buildings: 10-40 years Material residual value estimates and estimates of useful life are updated as required, but at least annually. Gains or losses arising on the disposal of plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss within other income or other expenses. Assets under construction Assets included in assets under construction (AUC) represent capital projects that are not yet ready for their intended use. They are reclassified to other categories in property, plant and equipment when the asset is available and ready for use in the location and condition necessary for it to be capable of operating in the manner intended. Expenditure is capitalised as an AUC when it is probable that future economic benefits will flow to the Group and the expenditure is directly attributable to constructing or preparing the asset. AUC are carried at cost, less any impairment losses and not depreciated until the asset is ready for its intended use. d. Financial Instruments Recognition, initial measurement and derecognition Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial instruments (except for trade receivables) are measured initially at fair value adjusted by transaction costs, except for those carried at ‘fair value through profit or loss’, in which case transaction costs are expensed to profit or loss. Where available, quoted prices in an active market are used to determine the fair value. In other circumstances, valuation techniques are adopted. Subsequent measurement of financial assets and financial liabilities are described below. Trade receivables are initially measured at the transaction price if the receivables do not contain a significant financing component in accordance with AASB 15. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expired. Annual Report 2026 75
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Talga Group Ltd │ 30 June 2026 42 Classification and measurement 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 AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments are classified into the following categories upon initial recognition: • amortised cost; • fair value through other comprehensive income (FVOCI); and • fair value through profit or loss (FVPL). Classifications are determined by both: • the contractual cash flow characteristics of the financial assets; and • the Group’s business model for managing the financial asset. Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet with the following conditions (and are not designated as FVPL): • they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and • the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments. Financial assets at fair value through other comprehensive income The Group measures debt instruments at fair value through OCI if both of the following conditions are met: • the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding; and • the financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling the financial asset. For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the statement of profit or loss and computed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI. Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under AASB 132 Financial Instruments: Presentation and are not held for trading. 76 Tal g a
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Talga Group Ltd │ 30 June 2026 43 Financial assets at fair value through profit or loss (FVPL) Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss or financial assets mandatorily required to be measured at fair valu e. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Financial liabilities Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss. All interest-related charges and, if applicable, gains and losses arising on changes in fair value are recognised in profit or loss. Impairment The Group assesses on a forward -looking basis the expected credit loss associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. e. 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. Bank overdrafts are shown within financial liabilities in current liabilities on the Statement of Financial Position. f. Trade and Other Receivables Trade and other receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 -90 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade and other receivables with the objective to collect the contra ctual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. Details about the Group’s impairment policies and the calculation of the loss allowance are provided in note 1(d). g. Revenue Revenue from the sale of goods is recognised upon the delivery of goods to customers. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. Revenue from the rendering of a service is recognised upon the delivery of the service to the customers. All revenue is stated net of the amount of goods and services tax (GST) and Value Added Tax (VAT). Annual Report 2026 77
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Talga Group Ltd │ 30 June 2026 44 h. Grants Government and other grants are recognised at fair value where there is reasonable assurance that the grant will be received and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant to the costs it is compensating. Grants relating to assets are credited against the cost of the asset and recognised in profit or loss over the life of a depreciable asset as a reduced depreciation expense. i. Impairment of Assets At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from the other assets, the Group estimates the recoverable amount of the cash- generating unit to which the asset belongs. Goodwill, intangible assets with indefinite useful lives and intangible assets not yet ready for use are tested for impairment annually regardless of whether there are impairment indicators or not. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in the income statement immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash - generating unit) in prior years. A reversal of an impairment loss is recognised in the income statement immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation increase. j. Goods and Services Tax (GST) and Value Added Tax (VAT) Revenues, expenses, and assets are recognised net of the amount of GST/VAT, except where the amount of GST/VAT incurred is not recoverable from the Australian Tax Office (ATO) or relevant Tax Authority. In these circumstances the GST/VAT is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST/VAT. The net amount of GST/VAT recoverable from, or payable to, the ATO or other Tax Authority is included as a current asset or liability in the statement of financial position. Cash flows are included in the cash flow statement on a gross basis. The GST/VAT components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO or relevant Tax Authority are classified as operating cash flows. kk.. Taxation The Group adopts the liability method of tax-effect accounting whereby the income tax expense is based on the profit/loss from ordinary activities adjusted for any non-assessable or disallowed items. 78 Tal g a
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Talga Group Ltd │ 30 June 2026 45 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 income statement 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 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. l. Trade and Other Payables Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. m. Share Based Payments The Group operates an employee share and option plan. Share -based payments to employees are measured at the fair value of the instruments issued and amortised over the vesting period. Share -based payments to non -employees are measured at the fair value of goods or services received or the fair value of the equity instruments used, if it is determined the fair value of the goods and services cannot be reliably measured and are recorded at the date the goods or services are received. Fair value is measured by use of a Black - Scholes option pricing model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The fair value determined at the grant date of the equity -settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest. For cash-settled share-based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each reporting date. The value of shares issued to employees financed by way of a non -recourse loan under the employee Share Plan is recognised with a corresponding increase in equity when the Company receives funds from either the employees repaying the loan or upon the loan termination. All shares issued under the plan with non -recourse loans are considered, for accounting purposes, to be options. n. Issued Capital Issued and paid-up capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising from the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. Annual Report 2026 79
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Talga Group Ltd │ 30 June 2026 46 o. Earnings Per Share Basic earnings per share is calculated as net earnings attributable to members, adjusted to exclude costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for a bonus element. Diluted EPS is calculated as net earnings attributable to members, adjusted for costs of servicing equity (other than dividends) and preference share dividends; the after tax effect of dividends and interest associated with dilutive potential ordinary shar es that would have been recognised as expenses; and other non -discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. p. Critical Accounting Estimates and Judgments 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. Key Estimates - Impairment The Group assesses impairment at the end of each reporting period by evaluating conditions and events specific to the Group that may be indicative of impairment triggers. If impairment triggers are identified, then recoverable amounts of relevant assets are reassessed using value- in-use calculations or fair value assessments which incorporate various key assumptions. Key Judgment – Environmental Issues Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental legislation, and the directors’ understanding thereof. At the current stage of the Group’s development and its current environmental impact, the directors believe such treatment is reasonable and appropriate. As at 30 June 2026, the Group had no environmental rehabilitation issues to provide for. Share based payments The Group measures the cost of equity-settled and cash-settled transactions by reference to the fair value of the goods or services received in exchange if it can be reliably measured. If the fair value of the goods or services cannot be reliably measured, the costs is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black -Scholes model and the assumptions and carrying amount at the reporting date, if any, is disclosed in note 26. Deferred tax The potential deferred tax asset arising from the tax losses and temporary differences have not been recognised as an asset, other than to offset existing deferred tax liabilities in the same jurisdiction, because recovery of the tax losses is not yet considered probable (refer note 3). q. Application of new and revised Accounting Standards New and Amended Accounting Policies Adopted by the Group The Group has adopted all the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are relevant to its operations and effective for an accounting period that begins on or after 1 July 2025. The adoption of any changes to accounting standards and interpretations did not have any material impact on 80 Tal g a
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Talga Group Ltd │ 30 June 2026 47 the financial performance of the Group. New and revised Standards and amendments thereof and Interpretations effective for the current year that are relevant to the Group include: AASB 2020 - 1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non - current and AASB 2022 - 6 Amendments to Australian Accounting Standards - Non - current Liabilities with Covenants The amendments to AASB 101 Presentation of Financial Statements affect only the presentation of liabilities as current or non-current in the statement of financial position and not the amount or timing of recognition of any asset, liability, income or expenses, or the information disclosed about those items. AASB 2022 - 5 Amendments to Australian Accounting Standards – Lease Liability in a Sale and Leaseback Requires a seller-lessee to subsequently measure lease liabilities arising from a sale and leaseback transaction in a way that does not result in recognition of a gain or loss that relates to the right of use it retains. The Group does not currently have sale and leaseback arrangements. The Group will apply the amendments if sale and leaseback arrangements are entered into in the future. AASB 2023 - 1 Amendments to Australian Accounting Standards – Supplier Finance Arrangements - Amends: AASB 107 Statement of Cash Flows to require entities to provide qualitative and quantitative information about its supplier finance arrangements; AASB 7 Fin ancial Instruments: Disclosures by adding supplier finance arrangements as an example within the requirements to disclose information about an entity's exposure to concentration of liquidity risk. The Group does not currently have Supplier Finance Arrangements. AASB 2023 - 5 Amendments to Australian Accounting Standards – Lack of Exchangeability - Amends AASB 121 The Effects of Changes in Foreign Exchange Rates by specifying how to assess whether a currency is exchangeable and how to determine the exchange rate when it is not. The Group does not currently have currencies not exchangeable at the measurement date. AASB 2026 - 1 Amendments to Australian Accounting Standards – Disclosures about Uncertainties in the Financial Statements AASB 2026-1 amends AASB 136 Impairment of Assets and AASB 137 Provisions, Contingent Liabilities and Contingent Assets to provide additional illustrative examples on how entities apply the requirements of those Standards in the presence of uncertainty. The amendments enhance accompanying guidance to demonstrate how uncertainties are reflected in measurement and recognition outcomes in financial statements. Standards issued but not yet effective The Group is yet to assess in detail the potential impacts on its consolidated financial statements of the following: AASB 2014 - 10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (as amended) – e ffective date 1 January 2028 – Limits the recognition of gain or loss arising from the loss of control of a subsidiary that does not contain a business in a transaction with an associate or joint venture to the extent of the unrelated investors’ interest in that associate or joint venture. Similar limitations apply to remeasurements of retained interests in former subsidiaries. Annual Report 2026 81
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Talga Group Ltd │ 30 June 2026 48 These amendments may impact the Group’s consolidated financial statements in future periods should such transactions arise; AASB 18 Presentation and Disclosure in Financial Statements – effective date 1 January 2027 – AASB 18 Presentation and Disclosure in Financial Statements will replace AASB 101 Presentation of Financial Statements and is expected to first apply to the Company for the year ending 30 June 2028. The standard introduces new requirements for the classification of income and expenses, required subtotals in the statement of profit and loss, disclosures for management-defined performance measures, and principles for aggregation and disaggregation. AASB 18 is not expected to affect the recognition or measurement of assets, liabilities, income, or expenses. The Company is assessing the impact of the new standard on the presentation of the Company's primary financial statements and related disclosures. Foreign Currency 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 and presentation currency. The functional currency of the Consolidated Entity’s subsidiaries, Talga Mining Pty Ltd, is Australian dollars, Talga AB and Talga Battery Metals AB, is the Swedish Krona (SEK), Talga Advanced Materials GmbH, is the Euro (EUR) and Talga Technologies Limited is Great Britain Pounds (GBP) and Talga Anode UK Limited are in (GBP). Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are generally recognised in profit or loss. However, foreign currency differences arising from the retranslation of the following items are recognised in other comprehensive income: • Investments at fair value through other comprehensive income (except on impairment in which case foreign currency differences that have been recognised in other comprehensive income are reclassified to profit or loss); • A financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or • Qualifying cash flow hedges to the extent the hedge is effective. Foreign operations For the purposes of presenting consolidated financial statements, the assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to Australian dollars at exchange rates at the 82 Tal g a
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Talga Group Ltd │ 30 June 2026 49 reporting date. The income and expenses of foreign operations are translated to Australian dollars at exchange rates at the dates of the transactions. Foreign currency differences are recognised in other comprehensive income and presented in the foreign currency translation reserve (translation reserve) in equity. However, if the foreign operation is a non-wholly owned subsidiary, then the relevant proportion of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non -controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such items are considered to form part of the net investment in the foreign operation and are recognised in other comprehensive income and presented in the translation reserve in equity. r. Principles of Consolidation The consolidated financial statements incorporate all of the assets, liabilities and results of the parent (Talga Group Ltd) and all of its subsidiaries. Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of the subsidiaries is provided in Note 25. The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group. Equity interests in a subsidiary not attributable, directly, or indirectly, to the Group are presented as “non -controlling interests". The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary's net assets on liquidation at either fair value or at the non-controlling interests' proportionate share of the subsidiary's net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non -controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income. s. Fair Value of Assets and Liabilities The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard. Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e., unforced) transaction between independent, knowledgeable and willing market participants at the measurement date. As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. Annual Report 2026 83
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Talga Group Ltd │ 30 June 2026 50 To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs). For non-financial assets, the fair value measurement also takes into account a market participant's ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use. The fair value of liabilities and the entity's own equity instruments (excluding those related to share -based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by refer ence to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective notes to the financial statements. Valuation techniques In the absence of an active market for an identical asset or liability, the Group selects and uses one or more valuation techniques to measure the fair value of the asset or liability. The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by the Group are consistent with one or more of the following valuation approaches: • Market approach: valuation techniques that use prices and other relevant information generated by market transactions for identical or similar assets or liabilities. • Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single discounted present value. • Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity. Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or liability, including assumptions about risks. When selecting a valuation technique, the Group gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data is not available and therefore are developed using the best information available about such assumptions are considered unobservable. 84 Tal g a
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Talga Group Ltd │ 30 June 2026 51 Fair value hierarchy AASB 13 requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows: Level 1: Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2: Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Measurements based on unobservable inputs for the asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3. The Group would change the categorisation within the fair value hierarchy only in the following circumstances: (i) if a market that was previously considered active (Level 1) became inactive (Level 2 or Level 3) or vice versa; or (ii) if significant inputs that were previously unobservable (Level 3) became observable (Level 2) or vice versa. When a change in the categorisation occurs, the Group recognises transfers between levels of the fair value hierarchy (i.e., transfers into and out of each level of the fair value hierarchy) on the date the event or change in circumstances occurred. t. Leases – The Group as Lessee At inception of a contract the Group assesses if the contract contains or is a lease. If there is a lease present, a right-of-use asset and a corresponding liability are recognised by the Group where the Group is a lessee. However, all contracts that are classified as short-term leases (i.e. leases with a remaining lease term of 12 months or less) and leases of low -value assets are recognised as an operating expense on a straight-line basis over the term of the lease. Initially, the lease liability is measured at the present value of the lease payments still to be paid at the commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses an incremental borrowing rate. Lease payments included in the measurement of the lease liability are as follows; • Fixed lease payments less any lease incentives; • variable lease payments that depend on index or rate, initially measured using the index or rate at the commencement date; • the amount expected to be payable by the lessee under residual value guarantees; • the exercise price of purchase options if the lessee is reasonably certain to exercise the options; • lease payments under extension options, if the lessee is reasonably certain to exercise the options; and • payments of penalties for terminating the lease, if the lease term reflects the exercise of options to terminate the lease. Annual Report 2026 85
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Talga Group Ltd │ 30 June 2026 52 The right-of-use assets comprise the initial measurement of the corresponding lease liability, any lease payments made at or before the commencement date and any initial direct costs. The subsequent measurement of the right -of-use assets is at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the shortest. Where a lease transfers ownership of the underlying asset or the costs of the right -of-use asset reflects that the Group anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset. u. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provision for Employee Entitlements Provision is made for employee entitlements accumulated as a result of employees rendering services up to the end of the reporting period. These benefits include wages, salaries, annual leave and long service leave. Liabilities in respect of employees’ services rendered are not expected to be wholly settled within one year after the end of the period in which the employees render the related services are measured at the present value of the estimated future cash outflow to the employees. Liabilities expected to be wholly settled within one year after the end of the period in which the employees render the related services are measured at the amount due to be paid. 86 Tal g a
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Talga Group Ltd │ 30 June 2026 53 2. REVENUE AND OTHER INCOME 2026 2025 $ $ Product Sales 200,727 106,168 Total revenues from ordinary activities 200,727 106,168 Interest revenue 385,361 499,294 Research and development refund 272,535 200,290 Grants - Research and development projects 1,105,732 967,594 Gain on sale of property, plant and equipment 52,664 - Total other income 1,816,292 1,667,178 3. INCOME TAXES Prima facie income tax benefit at 25% (2025: 25%) on loss from ordinary activities is reconciled to the income tax provided in the financial statements. 2026 2025 $ $ (a) Income tax Loss before income tax (19,456,608) (16,728,019) Current Tax Expense / (Benefit) at 25% (4,864,152) (4,182,005) Tax effect of: Differences in overseas tax rates 780,691 1,044,705 Expenses not allowed / income not assessable 244,771 (2,388,488) Section 40-880 deduction (capital raise costs through equity) (64,587) (58,797) Future income tax benefit not brought to account 3,903,277 5,584,585 Income tax attributable to operating losses - - (b) Deferred tax assets Australian and other overseas tax losses 36,305,794 32,402,149 Provisions net of prepayments 155,199 144,828 Section 40-880 deduction 805,009 704,135 Other deferred amounts 606,067 508,197 Accruals 22,604 25,887 Unrecognised deferred tax assets relating to the above temporary differences 37,894,673 33,785,196 (c) Deferred tax liabilities Right of use assets (33,737) (51,645) Prepayments (196,661) (147,364) Unrecognised deferred tax liabilities relating to the above temporary differences (230,398) (199,009) • The Group derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deduction for the losses to be realised; • The Group continues to comply with the conditions in deductibility imposed by the Law; and • No change in tax legislation adversely affects the Group in realising the benefits from the deductions or the losses. Annual Report 2026 87
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Talga Group Ltd │ 30 June 2026 54 The estimated foreign (German/Swedish/UK) cumulative tax losses are approximately $144 million and the deferred tax benefit from the cumulative foreign tax losses not recognised, as their realisation is not probable, is approximately $28.4 million (based on a German/Swedish/UK tax rate of 15.0%/20.6%/19.0%). 4. CASH AND CASH EQUIVALENTS 2026 2025 $ $ Cash at bank and on deposits (i) 18,665,655 13,184,029 (i) $7,460,739 of the cash at bank balance is restricted for use under the Industrial Leap 'Industriklivet' grant received from the Swedish Energy Agency during the period (refer to note 9). These funds are only available for use on the approved project expenditure to which the grant relates and are not available to fund general operations. As at 30 June 2026, the Group received interest of AUD 22,162 (SEK 148,407) on the Industrial Leap 'Industriklivet' grant funds held. 5. TRADE AND OTHER RECEIVABLES 2026 2025 $ $ CURRENT Trade debtors and grant receivables 52,105 18,828 R&D refund receivable 320,255 559,376 GST / VAT receivable 1,130,831 964,678 Total trade and other receivables 1,503,191 1,542,882 6. OTHER RECEIVABLES 2026 2025 $ $ NON CURRENT Security Term Deposit 274,590 291,957 Environmental Bond 24,951 26,421 Total security deposits 299,541 318,378 Security term deposit relates to a term deposit taken out as security for rent of the Perth head office and German pilot plant facility. The Environmental Bond (SEK 150,063) relates to term deposits taken out as security for the Vittangi Trial Mine. 88 Tal g a
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Talga Group Ltd │ 30 June 2026 55 7. PROPERTY, PLANT AND EQUIPMENT Plant and Equipment (i) Land and Buildings (ii) Assets under construction (iii) Total Net book value, as at 1 July 2025 12,399,030 5,020,710 15,830,569 33,250,309 Additions 164,033 1,044,850 13,875,433 15,084,317 Disposals (120,848) - - (120,848) Government grant credited - - (5,289,879) (5,289,879) Impairment of plant and equipment (1,310,793) - - (1,310,793) Depreciation charge (1,553,378) (442,375) - (1,995,753) Effect of foreign currency exchange differences (1,016,953) (339,601) (1,178,883) (2,535,438) Net book value, as at 30 June 2026 8,561,091 5,283,584 23,237,240 37,081,915 Cost 14,808,341 6,973,934 23,237,240 45,019,515 Accumulated depreciation (6,247,250) (1,690,350) - (7,937,600) Plant and Equipment Land and Buildings Assets under construction Total Net book value, as at 1 July 2024 13,120,665 5,052,194 10,122,248 28,295,107 Additions 436,795 - 3,938,986 4,375,781 Depreciation charge (1,980,048) (668,127) - (2,648,175) Effect of foreign currency exchange differences 821,618 636,643 1,769,335 3,227,596 Net book value, as at 30 June 2025 12,399,030 5,020,710 15,830,569 33,250,309 Cost 20,168,932 6,663,534 15,830,569 42,663,035 Accumulated depreciation (7,769,902) (1,642,824) - (9,412,726) (i) The Group’s plant and equipment primarily includes the EVA anode plant in Sweden and the fixed assets associated with research and development activities in the UK and Sweden. During the period, the Group’s technology division has been rationalised with the decision to concentrate R&D activities in the UK and Sweden and the German facility to wind down. All of the German assets have been reviewed, some transferring to Sweden and the UK, others identified for sale whilst the rest have been written off. This rationalisation and reorganisation resulted in a write down of the German facility assets by $1,310,793 to their recoverable amount. The recoverable amount of the assets was determined based on their estimated fair value less costs of disposal (Level 3 in the fair value hierarchy), primarily on the basis of indicative offers received for the core assets. Annual Report 2026 89
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Talga Group Ltd │ 30 June 2026 56 (ii) Land and buildings include the land acquired for the mine site and plant for the Vittangi Anode Project. Under the purchase agreement for the land in Lulea on which the commercial battery anode refinery plant is planned to be located, Talga is required to have commenced foundation works for either the Anode Plant or the Purification Plant no later than 1 June 2027. This milestone is currently incorporated into the project schedule. Should the project schedule change, discussions with the relevant parties regarding an extension of the agreement will be initiated. (iii) Assets under construction (AUC) relate to the Vittangi Anode Project, including early ground works, long-lead items, and engineering design, incorporating work performed in the current period under the Industrial Leap 'Industriklivet' grant program. Assets relating to the Vittangi Anode Project totalled $35,861,022 as at 30 June 2026 and include the EVA anode plant (included in plant and equipment), land and buildings and assets under construction. Other than the German technology assets included in plant and equipment, no indicators of impairment were identified for the Group’s property, plant and equipment. 8. LEASES Right of use assets Net book value, as at 1 July 2025 1,032,877 Additions - Depreciation charge (502,413) Effect of foreign currency exchange differences (39,827) Net book value, as at 30 June 2026 490,637 Cost 2,272,126 Accumulated depreciation (1,781,489) Right of use assets Net book value, as at 1 July 2024 1,386,071 Additions 447,456 Depreciation charge (866,695) Effect of foreign currency exchange differences 66,045 Net book value, as at 30 June 2025 1,032,877 Cost 3,117,175 Accumulated depreciation (2,084,298) Liabilities at the end of period in relation to right of use assets are: 2026 2025 $ $ Current Lease Liability 457,404 540,236 Non-current Lease Liability 54,723 543,777 Amounts recognised in statement of profit or loss for the period in relation to right of use assets and lease liabilities are: 2026 2025 $ $ Depreciation right-of-use assets 502,413 866,695 Interest expense 67,172 80,662 Expense relating to short-term leases (included in administration expenses) (i) 1,288,318 253,693 Expense relating to leases of low value assets (included in administration expenses) 155,415 53,802 90 Tal g a
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Talga Group Ltd │ 30 June 2026 57 The lease principal payments totaling $643,481 (2025: $872,177) during the period are recorded in the statement of cashflows. At initial recognition, the lease liability was measured as the present value of minimum lease payments using the Group’s incremental borrowing rate of 4% - 6.9%. The incremental borrowing rates was based on the unsecured interest rate that would apply if finance was sought for an amount and time period equivalent to the lease requirements of the Group. Each lease payment is allocated between the liability and interest expense. The interest expense of $67,172 (2025: $80,662) is included in administration expenses in the consolidated statement of profit or loss and other comprehensive income. (i) Expenses relating to short-term leases include the EVA Plant lease which expired on 31 December 2025. The lease was prolonged until 31 December 2026 for 12 months. The Group recognised expenses relating to this short-term lease (included in administration expenses) of AUD 898,208 (SEK 5,665,494). 9. DEFERRED INCOME 2026 2025 $ $ Balance at the start of the financial period - - Government grants received 13,410,669 - Released to income statement - administration expenses (181,967) - Released to assets under construction (5,289,879) - Effect of foreign currency exchange differences (1,463,294) - Balance at the end of the financial period 6,475,529 - Current 6,475,529 - Non-current - - On 15 October 2025, the Group received grant support from the Swedish Energy Agency (Energimyndigheten) and the EU through "Next Generation EU" within the framework of Industrial Leap "Industriklivet", the Swedish government's long- term initiative to support climate change – part of the EU's Recovery and Resilience Facility (RRF). A total subsidy of AUD13,410,669 (SEK 82,639,076) was granted to Talga AB (wholly owned subsidiary of the Company) covering the period 1 June 2025–30 June 2026, to partly fund the "Sustainable, low emission active anode material made from natural and recycled graphite" project which has a total value of SEK 190 million (A$30.8 million). Following two approved extensions, the project end date has now been extended to June 30, 2027. Any funds received that have not been used by Talga AB for this purpose shall be repaid to the Swedish Energy Agency, conditional upon filing a "Final report" inclusive of an auditor's certificate by 25 August 2027 confirming compliance with the terms of the grant. During the project completion, the deferred government grant income will be deducted from the carrying amount of the asset. As at 30 June 2026, the Group deducted grant funds of AUD 5,289,879 (SEK 43,360,981) against the carrying amount of Construction in Progress, which included accrued costs of AUD 963,094 (SEK 6,449,032). See note 7. Annual Report 2026 91
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Talga Group Ltd │ 30 June 2026 58 10. TRADE AND OTHER PAYABLES 2026 2025 $ $ CURRENT PAYABLES Trade creditors 4,268,126 1,481,685 Accruals 332,129 568,318 Superannuation / PAYG payable 275,568 330,878 Total trade and other payables 4,875,823 2,380,881 11. PROVISIONS – CURRENT LIABILITIES 2026 2025 $ $ Provision for annual leave 1,433,687 1,362,979 Provision for long service leave 273,883 220,868 Total provisions - current liabilities 1,707,570 1,583,847 12. ISSUED CAPITAL 2026 2025 $ $ Issued and fully paid 271,001,793 249,658,226 2026 2026 2025 2025 Number $ Number $ Fully Paid Ordinary Shares 510,926,796 271,001,793 454,593,026 249,658,226 Movement Reconciliation ORDINARY SHARES Date Quantity Issued Price $ Balance 30 June 2024 379,754,172 222,319,166 Placement 7/08/2024 25,000,000 0.38 9,500,000 Share Purchase Offer 29/08/2024 23,684,674 0.38 9,000,000 Exercise of loyalty options 21/10/2024 11,455 0.55 6,300 Exercise of loyalty options 20/11/2024 217,657 0.55 119,711 Exercise of loyalty options 20/12/2024 29,075 0.55 15,991 Exercise of loyalty options 20/01/2025 5,588 0.55 3,073 Exercise of loyalty options 18/02/2025 18,617 0.55 10,239 Exercise of loyalty options 2/04/2025 2,546 0.55 1,400 Exercise of loyalty options 22/04/2025 9,770 0.55 5,373 Placement 27/05/2025 24,632,272 0.40 9,852,909 Exercise of Performance Rights 12/07/2024 333,000 - - Exercise of Performance Rights 28/10/2024 216,300 - - Exercise of Performance Rights 20/12/2024 83,000 - - Exercise of Performance Rights 20/01/2025 124,400 - - Exercise of Performance Rights 18/02/2025 131,000 - - Exercise of Performance Rights 11/03/2025 147,300 - - 92 Tal g a
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Talga Group Ltd │ 30 June 2026 59 Exercise of Performance Rights 28/03/2025 71,300 - - Exercise of Performance Rights 29/04/2025 60,900 - - Exercise of Performance Rights 5/06/2025 60,000 - - Less transaction costs (1,175,936) Balance 30 June 2025 454,593,026 249,658,226 Placement 10/07/2025 367,728 0.40 147,091 Exercise of loyalty options 22/07/2025 2,942 0.55 1,618 Exercise of loyalty options 19/09/2025 594,056 0.55 326,731 Issue of shares in lieu of consulting fees 20/10/2025 250,000 0.40 100,000 Placement 17/12/2025 35,365,860 0.41 14,500,003 Share purchase plan 30/01/2026 17,738,987 0.41 7,273,000 Land acquisition Sweden Vittangi project 24/02/2026 90,000 1.35 121,939 Land acquisition Sweden Vittangi project 4/03/2026 414,897 0.40 164,918 Exercise of Performance Rights 29/07/2025 333,000 - - Exercise of Performance Rights 26/08/2025 20,600 - - Exercise of Performance Rights 1/10/2025 9,800 - - Exercise of Performance Rights 21/10/2025 100,000 - - Exercise of Performance Rights 14/11/2025 116,300 - - Exercise of Performance Rights 1/12/2025 12,100 - - Exercise of Performance Rights 23/12/2025 900,000 - - Exercise of Performance Rights 23/12/2025 17,500 - - Less transaction costs (1,291,733) Balance 30 June 2026 510,926,796 271,001,793 Capital Management Management controls the capital of the Group in order to ensure that the Group can fund its operations and continue as a going concern. The Group’s capital includes ordinary share capital. There are no externally imposed capital requirements. The working capital position of the Group as at 30 June 2026 is as follows: 2026 2025 $ $ Cash and cash equivalents 18,665,655 13,184,029 Trade and other receivables 1,503,191 1,542,882 Prepayments 375,918 319,357 Trade and other payables (4,875,823) (2,380,881) Lease Liability (457,404) (540,236) Deferred income - Government Grant (6,475,529) - Provisions – employee entitlements (1,707,570) (1,583,847) Total working capital position 7,028,438 10,541,304 Annual Report 2026 93
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Talga Group Ltd │ 30 June 2026 60 13. RESERVES 2026 2025 $ $ (a) Unlisted option reserve 12,659,095 11,799,933 (b) Listed option reserve 843,939 843,939 (c) Foreign currency reserve 1,130,016 3,629,419 (d) Financial assets reserve (18,657) (18,657) Total reserves 14,614,393 16,254,634 2026 2025 $ $ (a) UNLISTED OPTION AND PERFORMANCE RIGHTS RESERVE Balance at the start of the financial year 11,799,933 21,362,063 Share-based payments (credit) / expense 859,162 (9,562,130) Balance at the end of the financial year 12,659,095 11,799,933 The unlisted options and performance rights reserve is to record the value of equity benefits provided to employees and Directors as part of their remuneration. 2026 2025 $ $ (b) LISTED OPTION RESERVE Balance at the start of the financial year 843,939 843,939 Movement - - Balance at the end of the financial year 843,939 843,939 The listed option reserve represents the value of 45.5m options issued to shareholders in 20 June 2016 for $0.02 which were exercisable at $0.45 and expired in December 2018. 2026 2025 $ $ (c) FOREIGN CURRENCY RESERVE Balance at the beginning of the financial year 3,629,419 307,985 Movement during the year (2,499,403) 3,321,434 Balance at the end of the financial year 1,130,016 3,629,419 The foreign currency translation reserve represents exchange differences arising from the translation of non-AU dollar functional currency operations within the Group into Australian dollars. 2026 2025 $ $ (d) FINANCIAL ASSET RESERVE Balance at the start of the financial year (18,657) (18,657) Movement during the year - - Balance at the end of the financial year (18,657) (18,657) Total reserves 14,614,393 16,254,634 The financial asset reserve represents the revaluation of investments in shares recognised through other comprehensive income. 94 Tal g a
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Talga Group Ltd │ 30 June 2026 61 14. ACCUMULATED LOSSES 2026 2025 $ $ Balance at the beginning of this year (221,313,769) (204,585,750) (Loss) for the year (19,456,609) (16,728,019) Balance at the end of the financial year (240,770,378) (221,313,769) 15. CASHFLOW INFORMATION 2026 2025 $ $ Reconciliation of cash flows from operating activities with loss after income tax Loss after income tax (19,456,609) (16,728,019) Non-cash flows in loss for the year: - Deferred income government grant released to income statement (181,967) - - Depreciation expense - office and field equipment and right of use assets 2,498,166 3,514,870 - Impairment expenses 1,310,793 - - Share based payments 859,162 (9,562,130) - Foreign exchange gains / (losses) 163,563 (306,239) - Other non-cash items - (13,367) Changes in assets and liabilities - Decrease (increase) in trade and other receivables 58,528 (542,146) - Increase (decrease) in trade and other payables (1,338,732) (654,201) - Decrease (increase) in prepayments (56,561) 425,662 - Increase (decrease) in provisions 123,723 192,687 Net cash outflows from Operating Activities (16,019,934) (23,672,883) Non-Cash Financing and Investing Activities There have been non-cash financing and investing activities for the 2026 financial year where shares were issued after cashless exercise of 1,509,300 performance rights. There were no non-cash financing and investing activities for the 2025 financial year. Annual Report 2026 95
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Talga Group Ltd │ 30 June 2026 62 16. LOSS PER SHARE 2026 2025 $ $ Net loss used in calculating the basic loss per share (19,456,609) (16,728,019) 2026 2025 # # Weighted average number of shares on issue during the financial year used in the calculation of basic loss per share 482,941,841 428,807,263 Basic loss per share (cents per share) (4.03) (3.90) Diluted loss per share (cents per share) (4.03) (3.90) This calculation does not include shares under option that could potentially dilute basic earnings per share in the future as the Group has incurred a loss for the year, and therefore those options are anti-dilutive. See Note 26 for unlisted options and performance rights that could potentially dilute basic earnings per share in the future, but not included in the calculation of diluted earnings per share. 17. KEY MANAGEMENT PERSONNEL COMPENSATION a. Remuneration of Director and Key Management Personnel The aggregate compensation paid to directors and other KMP of the Group and recognised as an expense during the reporting period is set out below: 2026 2025 $ $ Short-term employee benefits 1,421,912 1,706,271 Long-term employee benefits 32,869 24,699 Post-employment benefits 112,242 176,946 Termination payments - 157,961 Share-based payments 781,840 (9,947,493) Total 2,348,863 (7,881,616) b. Remuneration Options and Performance Rights: Granted and Vested during the year The total expense / (credit) recognised in 2026 financial year for the options and performance rights issued to Key Management Personnel was $781,840 (2025: $(9,947,492)). During the year ended 30 June 2026, new performance rights or options granted to Directors or Key Management Personnel were as follows: 96 Tal g a
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Talga Group Ltd │ 30 June 2026 63 Compensation Granted Fair value per option / right $ Exercise price $ Grant date Vesting date Expiry date Key Management Personnel 4,460,000 0.1040 1.00 21/11/2025 21/11/2025 21/11/2028 Key Management Personnel 2,000,000 0.1590 1.00 31/10/2025 31/10/2025 31/10/2028 c. Related Party Transactions No related party transactions occurred during the current or prior financial year. 18. AUDITOR’S REMUNERATION 2026 2025 $ $ The auditor of Talga Group Ltd is Ernst & Young (Australia). Fees to Ernst & Young (Australia) - Fees for auditing the statutory financial report of the parent covering the group 149,165 132,998 - Fees for other services - taxation advice and compliance services 32,129 100,782 Total Fees to Ernst & Young (Australia) 181,294 233,780 Fees to other overseas member firms of Ernst & Young (Australia) - Fees for auditing the financial report of any controlled entities 40,753 38,056 - Fees for other services - taxation advice and compliance services 78,722 46,437 Total fees to overseas member firms of Ernst & Young (Australia) 119,475 84,493 Total auditor's remuneration 300,769 318,273 19. COMMITMENTS During the year, the Group honored its 2026 financial year commitments for the acquisition of property, plant and equipment. The Group does not have any minimum exploration or development commitments. 20. FINANCIAL INSTRUMENTS Financial Risk Management Policies The Group’s financial instruments consist of deposits with banks, receivables, payables, and lease liabilities. No financial derivatives are held. Financial Risk Exposures and Management The main risk the Group is exposed to through its financial instruments is interest rate risk. Annual Report 2026 97
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Talga Group Ltd │ 30 June 2026 64 Interest Rate Risk Interest rate risk is managed by obtaining the best commercial deposit interest rates available in the market by the major Australian Financial Institutions. Credit Risk Exposures Credit risk represents the loss that would be recognised if the counterparties default on their contractual obligations resulting in financial loss to the Group. The Group has adopted the policy of only dealing with creditworthy counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group measures credit risk on a fair value basis. The Group does not have any significant credit risk to any single counterparty or any group of counterparties having similar characteristics. The credit risk on financial assets of the Group, which have been recognised in the Statement of Financial Position, is the carrying amount, net of any provision for doubtful debts. Cash at bank and short-term deposits are held in financial institutions which must have a minimum AA2 rating. 2026 2025 $ $ Trade and other current receivables Group 1 - - Group 2 1,503,191 1,542,883 Group 3 - - Total trade and other current receivables 1,503,191 1,542,883 Cash at bank and short-term deposits 18,665,655 13,184,029 Total cash at bank and short-term deposits 18,665,655 13,184,029 Group 1 – new customers (less than 6 months). Group 2 – existing customers (more than 6 months) with no defaults in the past. Group 3 – existing customers (more than 6 months) with some defaults in the past. All defaults were fully recovered. Liquidity Risk Liquidity risk is the risk that the Group might be unable to meet its financial liability obligations. The Group manages liquidity risk by monitoring forecast cash flows. The Group does not have any significant liquidity risk as the Group does not have any collateral debts. i. Net Fair Values The net fair values of: - Other financial assets and other financial liabilities approximate their carrying value. 98 Tal g a
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Talga Group Ltd │ 30 June 2026 65 ii. Interest Rate Risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group has performed sensitivity analysis relating to its exposure to interest rate risk at balance date. This sensitivity analysis demonstrates the effect on the current year results and equity which could result from a change in these risks. Interest Rate Sensitivity Analysis At 30 June 2026, the effect on loss as a result of changes in the interest rate, with all other variables remaining constant would be as follows: 2026 2025 $ $ Change in loss - Increase in interest rate by 100 basis points 186,657 131,840 - Decrease in interest rate by 100 basis points (186,657) (131,840) Change in equity - Increase in interest rate by 100 basis points 186,657 131,840 - Decrease in interest rate by 100 basis points (186,657) (131,840) Floating interest rate Fixed interest rate Non interest bearing Total Weighted average interest rate $ $ $ $ % 2026 Financial Assets Financial Assets Cash and cash equivalents 2,540,259 13,460,739 2,664,657 18,665,655 1.1% Trade and other receivables - - 1,503,191 1,503,191 - Security Deposits - 67,110 232,431 299,541 3.6% Total financial assets 2,540,259 13,527,849 4,400,279 20,468,387 Financial liabilities Trade and other payables - - 4,875,823 4,875,823 Lease Liability - 512,127 - 512,127 Total financial liabilities - 512,127 4,875,823 5,387,950 2025 Financial Assets Floating interest rate Fixed interest rate Non interest bearing Total Weighted average interest rate Financial Assets $ $ $ $ % Cash and cash equivalents 2,535,069 9,502,000 1,146,960 13,184,029 4.1% Trade and other receivables - - 1,542,882 1,542,882 - Security Deposits - 67,110 251,268 318,378 4.0% Total financial assets 2,535,069 9,569,110 2,941,110 15,045,289 Financial liabilities Trade and other payables - - 2,380,881 2,380,881 Lease Liability - 1,084,013 - 1,084,013 Total financial liabilities - 1,084,013 2,380,881 3,464,894 Annual Report 2026 99
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Talga Group Ltd │ 30 June 2026 66 Foreign currency risk Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency. The Group conducts exploration, mining development and battery anode production activities in Sweden (transaction currency is SEK), product development in the United Kingdom (transaction currency is GBP) as well as Germany where the Group is developing a graphite/graphene pilot plant facility (transaction currency is EUR). The Group is subject to foreign currency value fluctuations in the course of its operations. To mitigate the Group’s exposure, currency rates are monitored regularly and funds are transferred to the foreign operations when rates are more favourable and also plans to curtail this impact by paying foreign currency invoices in a timely fashion. As at 30 June 2026, the Group’s exposure to recognised assets and liabilities denominated in a currency that is not the entity’s functional currency was not material. 21. SEGMENT NOTE Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. The term ‘chief operating decision maker’ identifies a function, not necessarily a manager with a specific title. That function is to allocate resources to and assess the performance of the operating segments of an entity. The Company’s Board is the chief operating decision maker as it relates to segment reporting. The Group operates in three operating segments, being graphite exploration and development in Sweden, graphite/graphene research and development in Germany and research and development in the United Kingdom, with Australia as unallocated corporate. This is the basis on which internal reports are provided to the directors for assessing performance and determining the allocation of resources within the Group. 2026 Sweden Germany United Kingdom Australia unallocated corporate Total $ $ $ $ $ SEGMENT PERFORMANCE Revenues from ordinary activities 111,298 89,430 - - 200,728 Other income 817,933 437,249 272,975 288,135 1,816,292 Total segment revenue and income 929,231 526,679 272,975 288,135 2,017,020 Segment expense (including write offs) (8,571,841) (3,342,703) (3,225,269) (6,333,815) (21,473,628) Major segment expense breakdown Anode production and ore storage costs (3,997,658) - - - Research and product development - (2,365,037) (2,281,950) - Exploration, evaluation and exploitation expenditure (482,384) - - - Impairment expenses (392) (1,310,401) - - Write down of acquisition costs - - - 74,885 Employee benefits and Director fees - - - (2,742,412) Administration, compliance and regulatory (1,531,859) - 53,706 (3,106,490) Share based payments - - - (859,162) 100 Tal g a
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Talga Group Ltd │ 30 June 2026 67 Reconciliation of segment result to net loss before tax Segment result (16,532,133) Unallocated items (2,924,475) Net loss before tax from continuing operations (19,456,608) SEGMENT ASSETS As at 30 June 2026 Sweden Germany United Kingdom Australia unallocated corporate Total $ $ $ $ $ As at 1 July 2025 30,438,601 2,238,850 4,056,455 12,913,926 49,647,832 Movement - Cash and cash equivalents 8,784,643 319,070 (79,434) (3,542,653) 5,481,626 - Grant funding receivable 410,546 (146,874) (316,549) (5,651) (58,528) - Plant and equipment 6,063,049 (1,715,443) (925,686) (132,554) 3,289,366 - Other 54,212 (6,850) 69,919 (60,720) 56,561 Total segment assets 45,751,051 688,753 2,804,705 9,172,348 58,416,857 Reconciliation of segment assets to total assets Other assets - Total assets from continuing operations 58,416,857 SEGMENT LIABILITIES Segment liabilities as at 30 June 2026 11,563,381 357,451 551,008 1,099,209 13,571,049 Reconciliation of segment liabilities to total liabilities Unallocated items - Total liabilities from continuing operations 13,571,049 2025 Sweden Germany United Kingdom Australia unallocated corporate Total $ $ $ $ $ SEGMENT PERFORMANCE Revenues from ordinary activities 27,749 78,419 - - 106,168 Other Income 331,068 3,213 840,884 492,013 1,667,178 Total segment revenue 358,817 81,632 840,884 492,013 1,773,346 Segment expense (including write offs) (11,840,206) (3,809,173) (5,496,171) 2,644,185 (18,501,365) Major segment expense breakdown: Anode production and ore storage costs (8,695,201) - - - Research and product development - (2,212,334) (3,192,128) - Exploration, evaluation and exploitation expenditure (1,063,122) - - - Write down of acquisition costs (113,376) - - (161,572) Employee benefits and Director fees - - - (3,865,375) Administration, compliance and regulatory (1,441,191) (19,861) (247,833) (3,842,871) Share based payments - - - 9,562,130 Annual Report 2026 101
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Talga Group Ltd │ 30 June 2026 68 Reconciliation of segment result to net loss before tax Segment Result (13,519,387) Unallocated items (3,208,632) Net loss before tax from continuing operations (16,728,019) SEGMENT ASSETS As at 30 June 2025 Sweden Germany United Kingdom Australia unallocated corporate Total $ $ $ $ $ As at 1 July 2024 25,367,090 3,007,339 4,148,104 13,573,474 46,096,007 Movement - Cash and cash equivalents (326,770) 1,716 38,458 (624,598) (911,194) - Grant funding receivable (7,986) 107,389 384,263 58,480 542,146 - Plant and equipment 5,648,487 (835,977) (64,400) (146,101) 4,602,009 - Exploration and evaluation expenditure (255,473) - - - (255,473) - Other 13,253 (41,617) (449,970) 52,671 (425,663) Total segment assets 30,438,601 2,238,850 4,056,455 12,913,926 49,647,832 Reconciliation of segment assets to total assets Other assets - Total assets from continuing operations 49,647,832 SEGMENT LIABILITIES Segment liabilities as at 30 June 2025 2,424,774 344,036 902,848 1,377,083 5,048,741 Reconciliation of segment liabilities to total liabilities Unallocated items - Total liabilities from continuing operations 5,048,741 22. SUBSEQUENT EVENTS Other than as disclosed below, there has not been any other matter or circumstance occurring subsequent to the end of the financial year that has significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. Post year end, Talga announced it had commenced commercial shipments under the Nyobolt offtake agreement, transitioning from qualification volumes and marking a significant milestone in the Company’s history. Subsequently there were multiple other material updates to support Talga’s ambition of becoming a leading integrated producer of high - performance FEOC-free battery anode products. Talga announced four non-binding Letters of Intent with three Japanese entities and one German entity, for the supply of flagship battery anode material Talnode®-C from the Vittangi Anode Project. The LOI’s with Japan’s Mitsubishi Chemical Corporation (ASX: TLG 06/07/2026), Dainen Materials (ASX: TLG 16/07/2026) and trading company Hanwa, (ASX: TLG 27/07/2026) were announced in July 2026. The intention of all three LOI’s is to negotiate and execute definitive long-term agreements by the end of December 2026. The LOI with Germany entity, EAS Batteries, was announced on 16 September 2026 (ASX: TLG 16/09/2026) with the intention to negotiate a binding term 102 Tal g a
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Talga Group Ltd │ 30 June 2026 69 sheet by April 2027 and execute a conditional Supply Agreement by July 2027. While every effort will be made to meet the deadlines, there is no certainty that the LOI’s will become binding agreements with the counterparties. Talga is progressing a range of other commercial arrangements with entities in Japan, USA, France and other jurisdictions. On 1 September 2026, the Swedish Energy Agency (Energimyndigheten) approved the extension of the "Sustainable, low emission active anode material made from natural and recycled graphite" project which has a total value of SEK 190 million (A$30.8 million). Following two approved extensions, the project end date has now been extended to June 30, 2027. Any funds received that have not been used by Talga AB for this purpose shall be repaid to the Swedish Energy Agency, conditional upon filing a "Final report" inclusive of an auditor's certificate by 25 August 2027 confirming compliance with the terms of the grant. 23. RELATED PARTIES Related party transactions with management personnel are disclosed in Note 17. 24. PARENT INFORMATION The following information has been extracted from the books and records of the parent and has been prepared in accordance with Australian Accounting Standards. Talga Group Ltd has not entered into cross guarantees in relation to the debts of its wholly owned subsidiaries. There are no guarantee of contingencies and subsequent events other than mentioned elsewhere in this report. STATEMENT OF FINANCIAL POSITION 2026 2025 $ $ ASSETS Current assets 8,983,445 12,581,997 Non-Current assets 267,438 399,990 TOTAL ASSETS 9,250,883 12,981,987 LIABILITIES Current liabilities 1,063,681 1,256,080 Non-Current liabilities 23,818 118,045 TOTAL LIABILITIES 1,087,499 1,374,125 NET ASSETS 8,163,384 11,607,862 EQUITY Issued capital 271,001,793 249,658,226 Accumulated losses (277,117,142) (250,380,072) Reserves 14,278,733 12,329,708 TOTAL EQUITY 8,163,384 11,607,862 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Net (loss) for the year (6,110,088) (2,983,766) Total comprehensive (loss) for the year (6,110,088) (2,983,766) Annual Report 2026 103
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Talga Group Ltd │ 30 June 2026 70 25. CONTROLLED ENTITIES Talga Group Ltd has a 100% direct and indirect interest in the following subsidiaries: 30 June 2026 30 June 2025 Name of Entity Country of Incorporation (i) (i) Talga Mining Pty Ltd Australia 100% 100% Talga Advanced Materials GmbH Germany 100% 100% Talga Technologies Limited United Kingdom 100% 100% Talga Anode UK Limited United Kingdom 100% 100% Talga AB Sweden 100% 100% Talga Battery Metals AB Sweden 100% 100% Talga Tech AB Sweden 100% 100% Jalk Graphite AB Sweden 100% 100% Raita Graphite AB Sweden 100% 100% (i) The percentage of voting power is in proportion to ownership. 26. SHARE BASED PAYMENTS The (credit) / expense recognised for the financial year, including what is disclosed at note 17(c) for options and performan ce rights that were granted in the previous years was $859,162 (2025: -$9,562,130). Share based payments for the financial year have been determined by allocating the grant date value on a straight-line basis over the period from grant date to vesting date with the relevant proportion expensed for this financial year. If a participant elects to use cashless exercise, the Company will transfer or allot to the Participant that number of Shares equal in value to the positive difference between the then Market Value of the Shares at the time of exercise and the Exercise Pri ce that would otherwise be payable to exercise those Convertible Securities. The following share-based payments were granted during the current financial year (none granted in 2025): • Series 1 - 2,000,000 options granted 31/10/2025 • Series 2 - 4,460,000 options granted 21/11/2025 • Series 3 - 500,000 performance rights granted 13/01/2026 Series 1 Series 2 Series 3 Grant date share price $0.43 $0.46 $0.43 Expected Share Price Volatility (%) 63% 62% N/A Risk-free rate (%) 3.6% 3.8% N/A Time to maturity (years) 3.0 3.0 2.0 Fair value ($) $0.14 $0.10 $0.43 The performance rights were valued at the share price at grant date whilst the options were valued using Black and Scholes model. 104 Tal g a
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Talga Group Ltd │ 30 June 2026 71 The net share-based payment credit recognised for the 2025 year included a reversal of $10,433,526 of the cumulative expense recognised in prior periods in relation to awards with non-market based vesting conditions that lapsed in the 2025 financial year, as follows: Share-based payments No. of awards Original vesting date Vesting condition Reversal of cumulative expense recognised in prior periods $ Class A options 5,000,000 31-12-24 (i) 5,341,227 Class B options 2,000,000 31-12-24 (i) 1,350,000 Performance rights 2,100,000 31-12-24 (i) 3,643,500 Performance rights 334,000 30-06-26 (ii) 98,799 Total 10,433,526 (i) The Company obtaining project financing to enable a Financial Investment Decision for the first commercial Talnode-C and / or Talnode-Si plant on or before 31 December 2024. (ii) Employee to remain in the employment of the entity until the vesting date. 2026 2026 2025 2025 Number of options / rights Weighted average exercise price $ Number of options / rights Weighted average exercise price $ Balance at beginning of financial year 1,548,200 - 13,784,000 0.82 Options granted during the financial year 6,460,000 0.96 - Rights granted during the financial year 500,000 - - - Expired unvested during the financial year (38,900) - (11,008,000) 0.99 Exercised during the financial year (1,509,300) - (1,227,800) - Balance at end of the financial year 6,960,000 0.96 1,548,200 - Exercisable at end of the financial year 6,460,000 1.00 1,384,600 - The share based payment options and performance rights outstanding at the end of the financial year had a weighted average exercise price of $0.96 (2025: $0.0) and a weighted average remaining contractual life of 3.38 years (2025:0.52). Annual Report 2026 105
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Talga Group Ltd │ 30 June 2026 72 Unlisted Share Options and Performance Rights During the period ending 30 June 2026, the Group had the following ordinary shares under option or subject to performance rights (unlisted) either by cash or non-cash settlement. • 1,000,000 performance rights expiring on 31 December 2025 Vesting Conditions: Subject to remaining an employee or otherwise engaged by the Company in the role of CEO Europe (or such other role as may be agreed between the Company and Martin Phillips) at all times until the Milestone Date. Vesting date: 500,000 on 31 December 2023 Vesting date: 500,000 on 30 June 2025 Vesting conditions were met and performance rights were exercised during the year prior to the 31 Dec 2025 expiry date. • 333,000 performance rights expiring on 31 December 2025 Vesting Conditions: Subject to remaining an employee or otherwise engaged by the Company in the role of CFO (or such other role as may be agreed between the Company and Melissa Roberts) at all times until the Milestone Date (30 June 2025 – subsequently modified to 31 December 2024). Vesting date: These vested on 31 December 2024, being the modified vesting date. These performance rights were exercised during the year. • 51,600 performance rights expiring on 30 September 2025 Vesting Conditions: Subject to remaining an employee at all times until the Milestone Date. Vesting date: 31 March 2025 30,400 performance rights were exercised and 21,200 expired during the year. • 163,600 performance rights expiring on 31 December 2025 Vesting Conditions: Subject to remaining an employee at all times until the Milestone Date. Vesting date: 30 September 2025 145,900 performance rights were exercised and 17,700 expired during the year. • 4,460,000 options expiring on 21 November 2028 Vesting Conditions: Vest immediately Vesting date: 21 November 2025 No options were exercised during the year. • 2,000,000 options expiring on 31 October 2028 Vesting Conditions: Vest immediately Vesting date: 31 October 2025 No options were exercised during the year. 106 Tal g a
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Talga Group Ltd │ 30 June 2026 73 • 500,000 performance rights expiring on 13 January 2028 Vesting Conditions: Subject to remaining an employee at all times until the Milestone Date. Vesting date: 13 July 2027 27. CONTINGENT LIABILITIES There were no contingent liabilities as at 30 June 2026. Annual Report 2026 107
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Talga Group Ltd │ 30 June 2026 74 Consolidated entity disclosure statement The following table provides a list of all entities included in the Group's consolidated financial statements, prepared in accordance with the requirements of Section 295(3A) of the Corporations Act. The ownership interest is only disclosed for those entities which are a body corporate, representing the direct and indirect percentage share capital owned by the Company. Body corporates Tax residency Company name Type of entity Place formed or incorporated % of share capital held Australian or foreign Foreign jurisdiction Talga Group Ltd (Holding company) Body corporate Australia - Australian (i) N/A Talga Mining Pty Ltd Body corporate Australia 100% Australian (i) N/A Talga Advanced Materials GmbH Body corporate Germany 100% Foreign Germany Talga Technologies Limited Body corporate United Kingdom 100% Foreign United Kingdom Talga Anode UK Limited Body corporate United Kingdom 100% Foreign United Kingdom Talga AB Body corporate Sweden 100% Foreign Sweden Talga Battery Metals AB Body corporate Sweden 100% Foreign Sweden Talga Tech AB Body corporate Sweden 100% Foreign Sweden Jalk Graphite AB Body corporate Sweden 100% Foreign Sweden Raita Graphite AB Body corporate Sweden 100% Foreign Sweden (i) This entity is part of a tax-consolidated group under Australian taxation law, for which Talga Group Ltd is the head entity. 108 Tal g a
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Talga Group Ltd │ 30 June 2026 75 Directors’ declaration The directors of the Company declare that: 1. The financial statements and notes, as set out on pages 69 to 108, are in accordance with the Corporations Act 2001: a. comply with Accounting Standards; b. are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, as stated in note 1 to the financial statements; and c. 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 Group. 2. The consolidated entity disclosure statement required by section 295(3A) of the Corporations Act is true and correct; 3. The Chief Executive Officer and Chief Financial Officer have each declared that: a. the financial records of the Group for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001; b. the financial statements and notes for the financial year comply with the Accounting Standards; and c. the financial statements and notes for the financial year give a true and fair view. 4. In the Directors’ opinion (subject to the matters set out in Note 1) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors. Mark Thompson Managing Director Perth, Western Australia 30 September 2026 Annual Report 2026 109
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Ernst & Young 9 The Esplanade Perth WA 6000 Australia GPO Box M939 Perth WA 6843 Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au Independent auditor’s report to the directors of Talga Group Ltd Report on the audit of the financial report Opinion We have audited the financial report of Talga Group Ltd (the Company) and its subsidiaries (collectively 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, notes to the 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 consolidated financial position of the Group as at 30 June 2026 and of its consolidated financial 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 audits of the financial report of public interest entities 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. Material uncertainty related to going concern We draw attention to Note 1 in the financial report, which describes the principal conditions that raise doubt about the Group’s ability to continue as a going concern. These events or conditions 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 judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but 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 matter described below to be the key audit matter to be communicated in our report. For the matter below, our description of how our audit addressed the matter is provided in that context. 76 110 Tal g a
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Page 2 We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial report section of our report, including in relation to this matter. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matter below, provide the basis for our audit opinion on the accompanying financial report. Accounting for the Vittangi Anode Project Why significant How our audit addressed the key audit matter As disclosed in Note 7 to the financial report, the Group recognised assets in relation to the Vittangi Anode Project of $35.9 million at 30 June 2026. The Group capitalised additions of $15.1 million for the year ended 30 June 2026, primarily to assets under construction. Judgement is required in determining whether expenditure on the project qualifies for capitalisation under accounting standards. This assessment includes consideration of the nature and purpose of the expenditure, the stage of development of the relevant project activities and the extent to which future economic benefits are expected to flow to the Group. Judgement is also required in determining whether any indicators of impairment exist in relation to the assets under construction or other project-related assets. As a result, we considered this to be a key audit matter. Our audit procedures included the following: ▪ Obtaining an understanding of the Group’s processes and controls relating to the approval, classification and recording of project expenditure. ▪ Agreeing, on a sample basis, capitalised project expenditure to supporting documentation, including supplier invoices, contracts and evidence of payment, and assessing whether the expenditure was directly attributable to constructing or preparing the relevant assets for their intended use. ▪ Assessing the nature of selected project activities and expenditure against the recognition requirements of Australian Accounting Standards, and evaluating whether the resulting classification between assets under construction and expenses was appropriate. ▪ Obtaining an understanding of the progress of the Vittangi Anode Project, and considering the completeness and accuracy of the Group’s assessment in relation to the existence of impairment indicators, including the consideration of contrary information. ▪ Assessing the adequacy of the disclosures in the financial report. 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 Company’s 2026 Annual Report other than the financial report and our auditor’s report thereon. We obtained the Directors’ Report that is to be included in the Annual Report, prior to the date of this auditor’s report, and we expect to obtain the remaining sections of the Annual Report after the date of this auditor’s report. Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon in this auditor’s report, with the exception of the Remuneration Report and our related assurance opinion. 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. 77 Annual Report 2026 111
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Page 3 If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of: ▪ The financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and ▪ 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: ▪ The financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and ▪ 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 relating 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. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: ▪ Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. 78 112 Tal g a
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Page 4 ▪ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. ▪ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. ▪ Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. ▪ Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. ▪ Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the Group financial report. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the audit of the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2026. 79 Annual Report 2026 113
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Page 5 In our opinion, the Remuneration Report of Talga Group Ltd for the year ended 30 June 2026 , complies with section 300A of the Corporations Act 2001. 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. Ernst & Young T S Hammond Partner Perth 30 September 2026 80 114 Tal g a
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Additional Shareholder Information The following additional information is required by the Australian Securities Exchange Limited Listing Rules. Information was prepared based on the share registry information processed up to 9 September 2026. Statement of Quoted Securities Listed on the Australian Securities Exchange are 510,926,796 fully paid ordinary shares as at 9 September 2026. Distribution of Shareholding The distribution of members and their holdings of equity securities in the Group as at 9 September 2026 were as follows: Size of Holdings Number of Shareholders Number of Shares held % of Issued Capital 1-1,000 2,057 1,171,425 0.23 1,001 - 5,000 3,297 8,761,340 1.71 5,001 - 10,000 1,385 10,691,756 2.09 10,001 - 100,000 2,825 95,560,129 18.70 100,001 and over 598 394,742,146 77.27 Unmarketable Parcels The number of holders of less than a marketable parcel of ordinary shares is 2,916. Restricted Securities There are no restricted securities of T alga Group Ltd. Voting Rights In accordance with the Group’s Constitution, on a show of hands every member present in person or by proxy or attorney or duly authorised representative has one vote. On a poll each ordinary share is entitled to one vote. There are no voting rights attached to any class of options or performance rights. Corporate Governance The Company's Corporate Governance Statement can be found on the Company's website at www.talgagroup.com/ about/ governance and is valid as at 13 October, 2026. Annual Report 2026 115
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T wenty Largest Shareholders The names of the twenty largest ordinary fully paid shareholders as at 9 September 2026 are as follows: Ordinary Shares Number Held % Held Citicorp Nominees Pty Limited 33,998,620 6.65 Warbont Nominees Pty Ltd 32,706,131 6.40 BNP Paribas Noms Pty Ltd 25,152,664 4.92 BNP Paribas Nominees Pty Ltd <Barclays> 20,664,589 4.04 BNP Paribas Nominees Pty Ltd ACF Clearstream 18,703,634 3.66 HSBC Custody Nominees (Australia) Limited 18,652,980 3.65 Lateral Minerals Pty Ltd <Thompson Family A/C> 13,111,207 2.57 HSBC Custody Nominees (Australia) Limited – A/C 2 8, 868, 216 1.74 LAK Holdings Pty Ltd 6,947,046 1.36 Yandal Investments Pty Ltd 5,500,000 1.08 Mr Anthony Neil Holman <The Holman Super Fund A/C> 5,454,798 1.07 JP Morgan Nominees Australia Pty Limited 4,174,243 0.82 Two T ops Pty Ltd 2,870,042 0.56 Methuselah Capital Management Pty Ltd <Feldman Family A/C> 2,652,203 0.52 Mr Nigel Robert Austin 2,200,000 0.43 Mr John Oliver Dougan Fitz-Henry 2,110,369 0.41 Netwealth Investments Limited<Wrap Services A/C> 2,079,857 0.41 Mrs Pamela Gladys Austin 2,072,000 0.41 Zero Nominees Pty Ltd 2,000,000 0.39 Grayson Nominees Pty Ltd<Grayson Investment A/C> 2,000,000 0.39 T op 20 holders of ordinary shares 219,219,742 42.91 Unquoted Equity Securities As at 9 September 2026, the following unquoted securities were on issue: Unlisted performance rights with the following terms: Expiry Date Exercise Price Number on Issue Number of Holders 29-May-27 $0.58 8,333,331 47 13-Jan-28 $0.00 500,000 1 11-Feb-28 $0.58 26,552,593 495 25-Aug-28 $0.00 250,345 1 27-Aug-28 $0.60 1,500,000 1 31-Oct-28 $1.00 2,000,000 1 21-Nov-28 $1.00 4,460,000 4 T otal on issue 43,596,269 All the above options and performance rights were issued under the Company employee securities incentive scheme (except for the 8,333,331 and 26,552,593 shareholder options). 116 Tal g a
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ASX: TLG US OTCQX: TLGRF talgagroup.com
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Talga Group Ltd ABN 32 138 405 419 Suite 3.03, Level 3, 46 Colin Street West Perth WA 6005, Australia PO Box 720, West Perth, WA 6872 Email: info@talgagroup.com talgagroup.com ASX: TLG OTCQX: TLGRF