Interim report
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AUSTRALIAN SECURITIES EXCHANGE · LISTING RULE 4.2A ASX half-yearinformation 30 June 2026 Tolu Minerals Limited ARBN 657 300 359 ASX: TOK toluminerals.com
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APPENDIX 4D Half-year report to the Australian Securities Exchange BASIS OF THIS REPORT This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2025 and any public announcements made by Tolu Minerals Limited during the interim reporting period in accordance with continuous disclosure requirements. Reporting entity Name of entity TOLU MINERALS LIMITED ARBN 657 300 359 Half-year ended 30 JUNE 2026 Previous corresponding reporting period 30 JUNE 2025 Results for announcement to the market $’000 MOVEMENT ON PRIOR CORRESPONDING PERIOD Revenue from ordinary activities Nil Nil Loss from ordinary activities after tax attributable to members (9,085) 35% increase in loss Net loss for the period attributable to members (9,085) 35% increase in loss Dividends AMOUNT PER SECURITY FRANKED AMOUNT PER SECURITY Final dividend Nil Not applicable Interim dividend Nil Not applicable Record date for determining entitlements to the dividends Not applicable Brief explanation of the figures reported above Refer to the Directors’ Report on pages 6 to 10 Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 2
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A P P E N D I X 4 D Half-year report to the Australian Securities Exchange Dividend details Date the dividend is payable NOT APPLICABLE Record date to determine entitlement to the dividend NOT APPLICABLE Amount per security NIL Total dividend NIL Amount per security of foreign sourced dividend or distribution NIL Details of any dividend reinvestment plans in operation NONE IN OPERATION Last date for receipt of an election notice for participation in any dividend reinvestment plan NOT APPLICABLE Net tangible asset backing 30 JUN 2026 31 DEC 2025 Net tangible asset backing per ordinary security 49.30 cents 44.44 cents Audit and review status This report is based on accounts to which one of the following applies. The accounts have been audited The accounts have been subject to review X Description of any audit dispute or qualification NONE Attachments forming part of Appendix 4D ATTACHMENT DETAILS 1 Financial statements for the half-year ended 30 June 2026 Chris Muller Managing Director & Chief Executive Officer 11 September 2026 Date Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 3
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HALF-YEAR ENDED 30 JUNE 2026 Financial report Tolu Minerals Limited and Controlled Entities ARBN 657 300 359
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CONTENTS Contents Directors’ Report 6 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income11 Condensed Consolidated Statement of Financial Position 12 Condensed Consolidated Statement of Changes in Equity 13 Condensed Consolidated Statement of Cash Flows 14 Notes to the Condensed Consolidated Financial Statements 15 Directors’ Declaration 28 Auditor’s Independent Review Report 29 These financial statements do not include all the notes of the type normally included in annual financial statements and are to be read in conjunction with the annual report for the year ended 31 December 2025. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 5
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DIRECTORS’ REPORT FOR THE HALF-YEAR ENDED 30 JUNE 2026 Directors’ Report Tolukuma Gold Mine, Central Province, Papua New Guinea HALF-YEAR AT A GLANCE LOSS AFTER TAX $9,085,243 Half-year to 30 June 2026 CASH RESERVES $50,009,414 At 30 June 2026 EXPLORATION & REFURBISHMENT WORKS $17,777,388 Cash outflow for the half-year INVESTMENT IN PLANT & EQUIPMENT $5,630,890 Cash outflow for the half-year Your Directors submit their report for Tolu Minerals Limited (“the Company”) and controlled entities (“the Group”) for the half-year ended 30 June 2026. The principal activity during the half-year was refurbishment of the Tolukuma Gold Mine, construction and refurbishment of key infrastructure, and near-mine and regional exploration. Amounts are presented in Australian dollars. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 6
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R E V I E W O F O P E R AT I O N S RESULT FOR THE HALF-YEAR The Group reported a loss after tax of $9,085,243 for the half-year ended 30 June 2026, compared with a loss of $6,727,410 in the previous corresponding period. The increase reflects the expanded workforce and exploration effort supporting the mine restart, together with a full period of depreciation on mining equipment commissioned in the prior year. OPERATIONAL STRATEGY — FOUR WORK STREAMS 01 Reduce the cost base Access road, hydro power station refurbishment and initial dewatering to lower TGM’s historic cost structure. 02 Early production Initiate early gold production at TGM through refurbishing the existing infrastructure and introduction of new process capacity to support mine development for initial production. 03 Grow the resource Near-mine and regional drilling to expand and upgrade the Mineral Resource Estimate. 04 Return to nameplate Prepare TGM for a return to nameplate capacity following refurbishment of the existing gold plant. UNDERGROUND AND INFRASTRUCTURE Underground ore drive mining has restarted at Tolukuma, with early face sampling returning high gold grades. Work continued on the mine access road, the hydro power station and dewatering drainage portals, and on tailings management, assisted by geotube socks now installed while the longer-term Tailings Management Facility is designed. Underground ore drive development, Tolukuma FUNDING THE STRATEGY The Company raised $27.03 million before costs during the half-year through the issue and conversion of convertible notes and the exercise of options, and continues to pursue practical, accretive ways to accelerate its key projects: • Exploration of ML 104 and near-mine and regional areas, including Mt Penck and Ipi River. • Production scale-up. • Transport, following completion of the mine access road and investment in service and access roads. • Exploration drives, further enhanced by dewatering drainage portals. • Tailings management, assisted by geotube socks now installed and the longer-term Tailings Management Facility under design. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 7
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EXPLORATION AND TENEMENTS DRILLING HIGHLIGHTS ANNOUNCED DURING THE HALF-YEAR FUNDOOT SPLAY 4.67m @ 42.76 g/t Au Including 1.3m at 82.8 g/t Au — a new high-grade hanging wall structure adjacent to the established Fundoot vein. GULBADI SPLAY 2.0m @ 16.94 g/t Au Including 1.0m at 26.49 g/t Au, close to existing underground infrastructure. TENEMENT PORTFOLIO BY AREA Ipi River EL 2780 395.56 Oro ELA 2938 272.80 Mt Kebea ELA 2890 228.47 Namo EL 2866 201.80 Udava River EL 2385 197.78 Etasi EL 2723 183.30 Mt Penck EL 2662 102.60 Fane EL 2536 102.30 Frontier EL 2531 101.38 Belavista EL 2539 98.89 Mt Tafa West ELA 2862 98.46 Mt Tafa ELA 2859 92.07 Karau ELA 2860 67.91 Woitape EL 2538 47.74 Avole EL 2535 27.28 Tolukuma ML 104 7.71 Total square kilometres 2,226.05 The Group holds a 100% interest in one mining lease, ten granted exploration licences and five exploration licence applications, together covering 2,226km² of the Tolukuma structural corridor and the Ipi River and Mt Penck porphyry targets. The Tolukuma Project comprises ML 104 and the surrounding exploration licences along the highly productive Tolukuma epithermal structure; Mt Penck (EL 2662) and Namo cover copper-gold targets on the Kulu Simi trend in West New Britain, and Ipi River (EL 2780) a large porphyry target north-west of the Tolukuma structure. Project locations, Papua New Guinea ESG AND STAKEHOLDERS The Company is committed to embedding ESG principles and reporting into its activities, and will determine the reporting framework best suited to its disclosure objectives and develop its ESG baseline during 2026. Tolu and the Tolukuma Landowner Association have formalised monthly meetings to progress workstreams, while a schedule is developed for review of the existing 2017 Memorandum of Agreement. DRILLING CAMPAIGN The half-year included a record drilling quarter, with seven diamond rigs on surface and underground and more than 75,000 metres planned. Drilling targets both resource growth and higher confidence classification, with assays pending at Fundoot, Gulbadi, Gufinis and Zine. Because the new structures sit close to established underground infrastructure, additional ounces there need less capital than a standalone operation. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 8
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FUNDING AND FINANCIAL SUMMARY WHERE THE CASH MOVED CASH AT 1 JANUARY 2026 $51,192,624 CASH AT 30 JUNE 2026 $50,009,414 Cash balance Cash in Cash out HALF-YEAR COMPARISON 30 JUN 2026 30 JUN 2025 $ $ RESULT Loss after income tax (9,085,243) (6,727,410) SELECTED EXPENSES Depreciation and amortisation 612,899 137,188 Finance costs 513,984 218,020 Employee benefits expense 7,146,712 4,742,103 CASH FLOWS Net cash used in operating activities (4,246,097) (4,154,023) Net cash used in investing activities (23,400,148) (16,795,248) Cash and cash equivalents at period end 50,009,414 21,563,275 FUNDING AND LIQUIDITY Financing inflows comprised convertible notes of $23,750,000, which with capitalised interest converted into ordinary shares on 3 June 2026, $3,280,845 from option exercises and $507,096 of equipment finance, against $641,202 of borrowing repayments, $99,647 of lease principal and $298,807 of share transaction costs. Net current assets at 30 June 2026 were $48,596,974. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 9 0 10m 20m 30m 40m 50m CASH 1 JAN 51,192,624 OPERATING (4,246,097) INVESTING (23,400,148) FINANCING 26,498,285 EXCHANGE (35,250) CASH 30 JUN 50,009,414
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B O A R D , D I V I D E N D S A N D E V E N T S DIRECTORS Chris Muller In office for the whole period John Anderson Resigned 26 August 2026 Howard Lole In office for the whole period Larry Andagali In office for the whole period The Directors have been in office since the start of the half-year to the date of this report unless otherwise stated above. DIVIDENDS Subsequent to 31 December 2025 the Directors have not recommended the payment of an interim dividend. STATE OF AFFAIRS There were no significant changes in the Company’s state of affairs during the financial half-year, other than those referred to elsewhere in this report. AFTER BALANCE DATE EVENTS 26 AUG 2026 Mr John Anderson resigned as a Director of the Company. 7 SEP 2026 The Company announced a K95 million (approximately A$30 million) debt facility from National Banking Corporation Limited (“NBC”), a Papua New Guinea bank. The facility has a five-year term and bears interest at 9.6% per annum. Other than as noted elsewhere in this report, there have been no other significant events after balance date. E N D O F D I R E C T O R S ’ R E P O R T Signed in accordance with a resolution of the Directors on 11 September 2026. Chris Muller Managing Director & Chief Executive Officer Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 10
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STATEMENT OF PROFIT OR LOSS FOR THE HALF-YEAR ENDED 30 JUNE 2026 Condensed consolidated statement of profit or loss and other comprehensive income CONSOLIDATED GROUP NOTE 30 JUN 2026 $ 30 JUN 2025 $ REVENUE AND OTHER INCOME Other income 3 8,081 – Interest income 713,184 81,531 Total revenue and other income 721,265 81,531 Depreciation and amortisation expense 4 (612,899) (137,188) Employee benefits expense (7,146,712) (4,742,103) Finance costs 4 (513,984) (218,020) Foreign currency gain / (loss) 46,624 (66,968) Legal and professional fees (236,278) (151,465) Travel expenses (439,954) (561,106) Fair value loss on financial liabilities through profit or loss (8,166) (34,800) Other expenses (895,139) (897,291) Loss before income tax (9,085,243) (6,727,410) Income tax expense 5 – – Loss after income tax for the period (9,085,243) (6,727,410) OTHER COMPREHENSIVE INCOME Items that may be reclassified subsequently to profit or loss: Translation of foreign operations 14 (2,862,512) (2,056,116) Total other comprehensive loss (2,862,512) (2,056,116) Total comprehensive loss for the period (11,947,755) (8,783,526) The above condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 11
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STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2026 Condensed consolidated statement of financial position CONSOLIDATED GROUP NOTE 30 JUN 2026 $ 31 DEC 2025 $ ASSETS Cash and cash equivalents 6 50,009,414 51,192,624 Receivables 7,243,820 4,292,034 Prepayments 462,510 408,847 Total current assets 57,715,744 55,893,505 Property, plant and equipment 7 10,367,190 7,465,622 Intangible assets 7 30,401 44,972 Lease assets 10 577,012 695,471 Mine tenements, information and other assets 8 80,544,804 63,759,852 Security deposits 109,510 116,325 Total non-current assets 91,628,917 72,082,242 Total assets 149,344,661 127,975,747 LIABILITIES Payables 11 7,337,641 4,882,614 Lease liabilities — current 10 169,111 218,814 Borrowings — current 12 1,159,845 856,290 Provisions 452,173 185,846 Total current liabilities 9,118,770 6,143,564 Lease liabilities — non-current 10 453,652 511,946 Borrowings — non-current 12 422,914 5,382,575 Contingent consideration liability 9 782,700 744,189 Total non-current liabilities 1,659,266 6,638,710 Total liabilities 10,778,036 12,782,274 Net assets 138,566,625 115,193,473 EQUITY Issued capital 13 175,366,816 144,062,313 Reserves 14 3,413,818 2,259,926 Accumulated losses 14 (40,214,009) (31,128,766) Total equity 138,566,625 115,193,473 The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 12
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STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 30 JUNE 2026 Condensed consolidated statement of changes in equity CONSOLIDATED GROUP ISSUED CAPITAL $ RESERVES $ ACCUM. LOSSES $ TOTAL $ Balance at 31 December 2024 60,509,187 398,163 (16,196,925) 44,710,425 COMPREHENSIVE INCOME Loss for the period – – (14,931,841) (14,931,841) Other comprehensive loss for the period – (3,988,182) – (3,988,182) Total comprehensive loss for the period – (3,988,182) (14,931,841) (18,920,023) TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS Shares issued during the period 88,643,143 – – 88,643,143 Transaction costs (5,090,017) – – (5,090,017) Share-based payments – 5,849,945 – 5,849,945 Total transactions with owners 83,553,126 5,849,945 – 89,403,071 Balance at 31 December 2025 144,062,313 2,259,926 (31,128,766) 115,193,473 COMPREHENSIVE INCOME Loss for the period – – (9,085,243) (9,085,243) Other comprehensive loss for the period – (2,862,512) – (2,862,512) Total comprehensive loss for the period – (2,862,512) (9,085,243) (11,947,755) TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS Shares issued during the period 31,603,310 – – 31,603,310 Transaction costs (298,807) – – (298,807) Share-based payments – 4,016,404 – 4,016,404 Total transactions with owners 31,304,503 4,016,404 – 35,320,907 Balance at 30 June 2026 175,366,816 3,413,818 (40,214,009) 138,566,625 The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 13
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STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 30 JUNE 2026 Condensed consolidated statement of cash flows CONSOLIDATED GROUP NOTE 30 JUN 2026 $ 30 JUN 2025 $ CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers 1,667 – Payments to suppliers and employees (4,861,329) (4,219,213) Interest received 653,819 80,578 Finance costs paid (40,254) (15,388) Net cash used in operating activities (4,246,097) (4,154,023) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of property, plant and equipment and other assets 13,049 – Payments for property, plant and equipment (5,630,890) (484,794) Payments for exploration and evaluation (17,777,388) (16,246,255) Payments for investments and other non-current assets (4,919) (64,199) Net cash used in investing activities (23,400,148) (16,795,248) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares – 27,250,000 Proceeds from issue of convertible debt securities 12 23,750,000 – Proceeds from exercise of options 3,280,845 – Proceeds from borrowings 12 507,096 – Repayment of borrowings 12 (641,202) – Principal repayments of lease liabilities 10 (99,647) (68,807) Transaction costs on shares issued (298,807) (1,366,917) Net cash from financing activities 26,498,285 25,814,276 Net increase / (decrease) in cash held (1,147,960) 4,865,005 Cash and cash equivalents at the beginning of the period 51,192,624 16,738,499 Effect of exchange rate movements on cash held (35,250) (40,229) Cash and cash equivalents at the end of the period 6 50,009,414 21,563,275 The above condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 14
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NOTES TO THE FINANCIAL STATEMENTS HALF-YEAR ENDED 30 JUNE 2026 Notes to the condensed consolidated financial statements NOTE 1 Statement of significant accounting policies Reporting entity These financial statements are for the interim half-year reporting period ended 30 June 2026 and have been prepared in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. THE REPORTING ENTITY Parent entity Tolu Minerals Limited Place of incorporation Papua New Guinea Legal form Company limited by shares Listing Australian Securities Exchange (ASX: TOK) Reporting period Six months ended 30 June 2026 Entity classification For-profit entity The consolidated interim financial report of the Group as at and for the six months ended 30 June 2026 comprises the Parent Company and its subsidiaries, together referred to as “the Group”. These financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 31 December 2025. New or amended accounting standards and interpretations adopted The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated. The Company has adopted all new or amended Accounting Standards and Interpretations issued by the International Accounting Standards Board (“IASB”) that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Foreign currency transactions and balances Functional and presentation currency. The financial statements are presented in Australian dollars, which is the Company’s presentation currency. The Company’s functional currency is Papua New Guinea Kina. Transactions and balances. Transactions undertaken in foreign currencies are recognised in the Company’s functional currency using the spot rate at the date of the transaction. Foreign currency monetary items outstanding at the reporting date (other than monetary items arising under foreign currency contracts where the exchange rate for that monetary item is fixed in the contract) are restated to the spot rate at the reporting date. Except for certain foreign currency hedges, all exchange gains and losses are recognised in profit or loss for the period in which they arise. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 15
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NOTES TO THE FINANCIAL STATEMENTS NOTE 1 Statement of significant accounting policies continued Going concern The financial report has been prepared on a going concern basis, which contemplates continuity of normal business activities, the realisation of assets and the settlement of liabilities in the ordinary course of business. The Group incurred a loss of $9,085,243 for the half-year ended 30 June 2026 (June 2025: $6,727,410). Since listing on the ASX in November 2023 the Company has raised approximately A$167.6 million in equity, including A$60.5 million in October 2025 and $27.03 million this half-year from convertible notes and option exercises. It has also announced a K95 million (approximately A$30 million) five-year facility with National Banking Corporation Limited at 9.6% per annum (refer to Note 16). These funds meet: • The Company’s expenditure commitments and operating costs in relation to exploration costs on the Tolukuma Project and the Mt Penck Project. • Refurbishment and construction of the Tolukuma Gold Mine infrastructure, including the tailings management facility and mining equipment. • Corporate overhead and administrative costs. On this basis no adjustments have been made to the financial report relating to the recoverability and classification of the carrying amount of assets, or the amount and classification of liabilities, that might be necessary should the Company not continue as a going concern. Accordingly, the financial report has been prepared on a going concern basis. Basis of consolidation and equity accounting The consolidated financial statements comprise the financial statements of the Group as at, and for the period ended, the reporting date. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: • Power over the investee, being existing rights that give it the ability to direct the activities of the investee. • Exposure, or rights, to variable returns from its involvement with the investee. • The ability to use its power over the investee to affect its returns. When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over the investee, including the contractual arrangement with the other vote holders, rights arising from other contractual arrangements, and the Group’s voting rights and potential voting rights. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 16
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NOTES TO THE FINANCIAL STATEMENTS NOTE 1 Statement of significant accounting policies continued The Group re-assesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the statement of profit or loss and other comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Estimates The preparation of the interim financial report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. In preparing the consolidated interim financial report, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial report as at and for the year ended 31 December 2025. Comparative figures Where necessary, comparative figures have been adjusted to conform to changes in presentation for the current financial year, where required by accounting standards or because of changes in accounting policy. Rounding of amounts Amounts in the financial statements have been rounded off in accordance with the relevant instrument to the nearest dollar. NOTE 2 Operating segments The Company’s operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers, “CODM”) in assessing performance and in determining the allocation of resources. The Directors are of the opinion that there is one reportable segment, as the CODM reviews results, assesses performance and allocates resources at a company level. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 17
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NOTES TO THE FINANCIAL STATEMENTS NOTE 3 Other income CONSOLIDATED GROUP 30 JUN 2026 $ 30 JUN 2025 $ OTHER INCOME COMPRISES Rental income 8,081 – Total other income 8,081 – Rental income represents amounts receivable under a 12‑month sublease of part of the Group’s office premises, which commenced in April 2026. Rental income is recognised on a straight‑line basis over the term of the sublease. NOTE 4 Operating loss 30 JUN 2026 $ 30 JUN 2025 $ LOSS BEFORE INCOME TAX HAS BEEN DETERMINED AFTER: FINANCE COSTS Lease liabilities — finance charges 33,581 11,423 Convertible notes 365,914 206,597 Equipment finance 107,714 – Other 6,775 – Total finance costs 513,984 218,020 DEPRECIATION AND AMORTISATION Computers 32,150 19,978 Office equipment 1,666 3,319 Motor vehicles 60,818 26,261 Mining equipment 391,099 4,074 Software and other intangible assets 14,571 7,917 Lease assets 112,595 75,639 Total depreciation and amortisation 612,899 137,188 NOTE 5 Income tax 30 JUN 2026 $ 30 JUN 2025 $ RECONCILIATION OF INCOME TAX EXPENSE TO PRIMA FACIE TAX ON THE LOSS Prima facie tax benefit on loss before income tax at 30% (2,725,573) (2,018,223) Add tax effect of deferred tax assets not recognised 2,725,573 2,018,223 Income tax expense attributable to loss – – Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 18
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NOTES TO THE FINANCIAL STATEMENTS NOTE 6 Cash and cash equivalents CONSOLIDATED GROUP 30 JUN 2026 $ 31 DEC 2025 $ CASH AND CASH EQUIVALENTS COMPRISES Cash at bank 50,009,414 51,192,624 Total cash and cash equivalents 50,009,414 51,192,624 NOTE 7 Property, plant and equipment and intangibles 30 JUN 2026 $ 31 DEC 2025 $ PROPERTY, PLANT AND EQUIPMENT Work in progress 2,010,128 808,215 Computer equipment at cost 271,280 198,314 Accumulated depreciation (101,853) (71,094) 169,427 127,220 Office equipment at cost 34,091 33,286 Accumulated depreciation (5,199) (3,818) 28,892 29,468 Motor vehicles at cost 690,624 296,393 Accumulated depreciation (158,068) (98,703) 532,556 197,690 Mining equipment at cost 8,185,380 6,442,608 Accumulated depreciation (559,193) (139,579) 7,626,187 6,303,029 Total property, plant and equipment 10,367,190 7,465,622 INTANGIBLE ASSETS Software and other intangible assets at cost 72,857 72,857 Accumulated amortisation (42,456) (27,885) Total intangible assets 30,401 44,972 Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 19
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NOTES TO THE FINANCIAL STATEMENTS NOTE 7 CONTINUED Movements in carrying amounts Movements in the carrying amount of each class of property, plant and equipment and intangible assets between the beginning and the end of the period are set out below. CONSOLIDATED GROUP WORK IN PROGRESS COMPUTER EQUIPMENT OFFICE EQUIPMENT MOTOR VEHICLES MINING EQUIPMENT TOTAL PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS $ $ $ $ $ $ $ Balance at 31 DEC 2024 – 78,236 18,092 220,460 76,502 393,290 17,926 Additions 792,859 90,209 21,769 43,410 6,365,165 7,313,412 30,566 Transfers in / (out) 15,356 9,115 (9,115) – – 15,356 15,356 Disposals – – – – – – – Depreciation expense – (50,955) (2,979) (57,536) (136,717) (248,187) – Amortisation expense – – – – – – (18,876) Exchange rate differences – 615 1,701 (8,644) (1,921) (8,249) – Balance at 31 DEC 2025 808,215 127,220 29,468 197,690 6,303,029 7,465,622 44,972 Additions 1,201,913 85,429 – 423,622 2,170,229 3,881,193 – Transfers in / (out) – (3,148) 3,148 – – – – Disposals – (1,003) – – – (1,003) – Depreciation expense – (32,150) (1,666) (60,818) (391,099) (485,733) – Amortisation expense – – – – – – (14,571) Exchange rate differences – (6,921) (2,058) (27,938) (455,972) (492,889) – Balance at 30 JUN 20262,010,128 169,427 28,892 532,556 7,626,187 10,367,190 30,401 Work in progress is carried at cost and is not depreciated until the related assets are commissioned. NOTE 8 Mine tenements, information and other assets CONSOLIDATED GROUP 30 JUN 2026 $ 31 DEC 2025 $ CARRYING AMOUNT COMPRISES Mine tenements, information and other assets at cost 80,544,804 63,759,850 RECONCILIATION OF CARRYING AMOUNT Opening carrying amount 63,759,852 34,338,893 Subsequent expenditure 21,482,416 30,382,984 Net foreign exchange movement (4,697,464) (962,025) Closing carrying amount 80,544,804 63,759,852 The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phase is dependent on successful development and commercial exploitation, or alternatively sale, of the respective areas of interest. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 20
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NOTES TO THE FINANCIAL STATEMENTS NOTE 9 Contingent consideration On 6 December 2022 the Group entered into an agreement with Lanthanein Resources Limited (“Lanthanein”) to acquire 100% of the issued share capital of Frontier Copper PNG Ltd (“Frontier”). Purchase consideration of $2,611,137 comprised $500,000 paid in cash, 3,000,000 shares issued at a value of $1,500,000 (refer to Note 13), and contingent consideration of $611,137. If within five years of completion under the Frontier Share Sale Agreement the Group identifies an aggregate minimum of 500,000 ounces of gold of not less than a JORC (2012) indicated category on the Frontier tenements (the “Milestone”), the Group must make a further payment to Lanthanein of A$1,000,000, payable at the election of the Group as follows: (a) by way of cash; (b) if the Group has completed an IPO on the ASX, by the issue of shares at an issue price equal to the VWAP of the shares over the last 30 days in which trading occurred in the Group’s shares prior to the announcement of the satisfaction of the Milestone; or (c) a combination of (a) and (b). At the time of the sale, the fair value of the contingent consideration was valued at A$611,137 and was recognised as a financial liability in the statement of financial position, discounted at 10.35% per annum. At 30 June 2026 the fair value was determined to be A$782,700, as detailed below. CONSOLIDATED GROUP 30 JUN 2026 $ 31 DEC 2025 $ FAIR VALUE OF FINANCIAL LIABILITY Opening fair value 744,189 674,390 Initial recognition – – Movement in fair value 38,511 69,799 Closing fair value 782,700 744,189 Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 21
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NOTES TO THE FINANCIAL STATEMENTS NOTE 10 Lease assets and lease liabilities CONSOLIDATED GROUP 30 JUN 2026 $ 31 DEC 2025 $ (A) LEASE ASSETS Premises under lease 928,660 1,021,819 Accumulated amortisation (351,648) (326,348) Total carrying value of lease assets 577,012 695,471 RECONCILIATION OF CARRYING AMOUNT Opening carrying amount 695,471 262,382 Additions – 668,971 Amortisation expense (112,595) (214,739) Net foreign exchange movement (5,864) (21,143) Closing carrying amount 577,012 695,471 (B) LEASE LIABILITIES Lease liabilities — current 169,111 218,814 Lease liabilities — non-current 453,652 511,946 Total lease liabilities 622,763 730,760 RECONCILIATION OF CARRYING AMOUNT Opening carrying amount 730,760 278,669 Additions – 668,971 Lease repayments (133,593) (229,787) Interest 33,581 51,785 Net foreign exchange movement (7,985) (38,878) Closing carrying amount 622,763 730,760 Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 22
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NOTES TO THE FINANCIAL STATEMENTS NOTE 11 Trade and other payables CONSOLIDATED GROUP 30 JUN 2026 $ 31 DEC 2025 $ CURRENT, UNSECURED LIABILITIES Trade creditors 4,808,760 3,757,006 Other payables 2,114,065 722,004 Employee related payables 414,816 403,604 Total payables 7,337,641 4,882,614 NOTE 12 Borrowings 30 JUN 2026 $ 31 DEC 2025 $ CURRENT Equipment finance 1,159,845 856,290 Total current borrowings 1,159,845 856,290 NON-CURRENT Equipment finance 422,914 751,871 Convertible notes – 4,630,704 Total non-current borrowings 422,914 5,382,575 Total borrowings 1,582,759 6,238,865 On 24 August 2022 the Company entered into a Convertible Note Deed with Petroleum Resources Kutubu Limited (“PRK”), a subsidiary of Mineral Development Resource Company, for an amount of 10,000,000 Papua New Guinea Kina. The notes bore interest at 8.5% per annum, capitalised annually in arrears, carried a maturity date of 24 August 2027, and were secured by a registered first-ranking security interest over ML 104 and the assets situated upon it pursuant to a general security deed. The notes were convertible into ordinary shares at the 15‑day volume weighted average price of the Company’s shares immediately prior to the conversion notice. PRK exercised that right on 1 June 2026 and the notes were satisfied in full, so no amount remains outstanding at 30 June 2026 (refer to Note 13). Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 23
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NOTES TO THE FINANCIAL STATEMENTS NOTE 12 CONTINUED Movements in borrowings Movements in the carrying amount of borrowings between the beginning and the end of the period are set out below. CONSOLIDATED GROUP CURRENT NON-CURRENT EQUIPMENT FINANCE CONVERTIBLE NOTES EQUIPMENT FINANCE CONVERTIBLE NOTES TOTAL BORROWINGS $ $ $ $ $ Balance at 31 DEC 2024 – – – 4,816,815 4,816,815 Borrowing proceeds 1,776,734 – – – 1,776,734 Accrued interest 40,982 – – 372,624 413,606 Repayments (209,555) – – – (209,555) Foreign currency translation – – – (558,735) (558,735) Reclassification (751,871) – 751,871 – – Balance at 31 DEC 2025 856,290 – 751,871 4,630,704 6,238,865 Borrowing proceeds 508,086 23,750,000 – – 24,258,086 Accrued interest 107,714 219,616 – 146,298 473,628 Repayments (641,202) – – – (641,202) Foreign currency translation – – – (424,153) (424,153) Reclassification 328,957 – (328,957) – – Converted to equity – (23,969,616) – (4,352,849) (28,322,465) Balance at 30 JUN 2026 1,159,845 – 422,914 – 1,582,759 On 1 June 2026 the noteholder exercised its right of conversion and the convertible notes were satisfied in full by the issue of 3,022,812 fully paid ordinary shares at A$1.44 per share, being the 15‑day volume weighted average price of the Company’s shares immediately prior to the conversion notice. The carrying amount of $4,352,849 was transferred to issued capital and no amount remains outstanding at 30 June 2026 (refer to Note 13). Convertible notes with a face value of $23,750,000 were also issued during the period; together with capitalised interest of $219,616 they were converted into 14,750,533 fully paid ordinary shares on 3 June 2026, with $23,969,616 transferred to issued capital. Equipment finance is unsecured and is repayable in monthly instalments. Borrowing proceeds of $508,086 above are stated before a loan establishment fee of $990 that was deducted on drawdown; cash proceeds of $507,096 are reported in the statement of cash flows. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 24
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NOTES TO THE FINANCIAL STATEMENTS NOTE 13 Share capital CONSOLIDATED GROUP 30 JUN 2026 $ 31 DEC 2025 $ 280,985,931 fully paid ordinary shares (Dec 2025: 259,111,530) 183,367,255 151,763,945 Cost of capital raising (8,000,439) (7,701,632) Total issued capital 175,366,816 144,062,313 Movements in ordinary shares DATE DETAIL SHARES ISSUE PRICE VALUE $ Balance at 31 December 2024 166,908,724 63,120,802 7 May 2025Share placement 34,062,500 A$0.80 27,250,000 4 Jun 2025 Employee shares and awards plan 30,000 Nil – 4 Jun 2025 Share issue 1,000,000 A$0.82 820,000 2 Jul 2025 Share issue 68,060 A$0.80 54,448 16 Oct 2025Share placement 50,432,246 A$1.20 60,518,695 7 Nov 2025 Employee shares and awards plan 6,610,000 Nil – Balance at 31 December 2025 259,111,530 151,763,945 1 Jun 2026 Conversion of convertible notes 3,022,812 A$1.44 4,352,849 3 Jun 2026 Conversion of convertible notes 14,750,533 A$1.625 23,969,616 12 Jun 2026Exercise of options 1,000,000 A$0.80 800,000 17 Jun 2026Exercise of options 101,056 A$0.80 80,845 23 Jun 2026Exercise of options 3,000,000 A$0.80 2,400,000 Balance at 30 June 2026 280,985,931 183,367,255 The shares issued on 1 June 2026 satisfied the conversion of the Company’s 8.5% convertible notes in full at A$1.44 per share. No cash was received; $4,352,849 was transferred from borrowings to issued capital. The shares issued on 3 June 2026 satisfied the conversion of the notes issued during the period, transferring a further $23,969,616 from borrowings to issued capital (refer to Note 12). During the half-year 4,101,056 options were exercised at A$0.80 per share for proceeds of $3,280,845. There are no outstanding options on issue at 30 June 2026. Rights of each type of share Ordinary shares participate in dividends and in the proceeds on winding up in proportion to the number of shares held, and carry one vote each on a poll. Capital management Management’s objective is to ensure the Company continues as a going concern while maintaining optimal returns to shareholders, monitored through historical and forecast performance and cash flows. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 25
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NOTES TO THE FINANCIAL STATEMENTS NOTE 14 Accumulated losses and reserves CONSOLIDATED GROUP 30 JUN 2026 $ 31 DEC 2025 $ (A) MOVEMENTS IN ACCUMULATED LOSSES WERE AS FOLLOWS Opening balance (31,128,766) (16,196,925) Loss for the period (9,085,243) (14,931,841) Closing accumulated losses (40,214,009) (31,128,766) (B) MOVEMENTS IN RESERVES WERE AS FOLLOWS Other reserve 184,887 184,887 Share-based payments reserve 10,649,799 6,633,395 Foreign currency translation reserve (7,420,868) (4,558,356) Total reserves 3,413,818 2,259,926 (c) Nature and purpose of reserves • The other reserve is used to record the initial recognition and measurement of the converting loans (which are interest free) under the effective interest rate method for loan holders who are shareholders. • The share-based payments reserve is used to record the value of the share-based payments provided to employees including KMP, as part of their remuneration. • The foreign currency translation reserve is used to record the exchange differences arising on translation of a foreign entity. NOTE 15 Related party transactions TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL AND THEIR RELATED ENTITIES 30 JUN 2026 $ 30 JUN 2025 $ PAYMENTS TO TRANSWONDERLAND GROUP (RELATED TO DIRECTORS MR H LOLE AND MR L ANDAGALI) Logistics services 752,117 515,361 Consultancy fees – exploration LIDAR survey 57,303 – Total related party transactions 809,420 515,361 All related party transactions were with Transwonderland Group, an entity related to Directors Mr H Lole and Mr L Andagali, for logistics services (PGK 2,361,504) and consultancy fees for an airborne LIDAR survey over the Company’s exploration licences (US$40,000), presented above at their Australian dollar equivalent. All transactions were on normal commercial terms no more favourable than those available to other parties. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 26
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NOTES TO THE FINANCIAL STATEMENTS NOTE 16 Subsequent events Mr John Anderson resigned as a Director of the Company effective 26 August 2026. On 7 September 2026, the Company announced a K95 million (approximately A$30 million) debt facility from National Banking Corporation Limited (“NBC”), a Papua New Guinea bank. The facility is for a five-year term and bears interest at 9.6% per annum. Other than these matters, from the reporting date to the date on which these financial statements are authorised for issue, management is not aware of any significant event other than as noted elsewhere in this report. Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 27
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D I R E C TO R S ’ D E C L A R AT I O N Directors’ Declaration In accordance with a resolution of the Directors of Tolu Minerals Limited, I state that in the opinion of the Directors the financial statements and notes, as set out on pages 11 to 27, are in accordance with the PNG Companies Act 1997, including: (a) complying with Accounting Standards, the Companies Act 1997 and other mandatory professional reporting requirements; and (b) giving a true and fair view of the Company’s and the Group’s financial position as at 30 June 2026 and of their performance, as represented by the results of their operations and their cash flows, for the half-year ended on that date. In the Directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. On behalf of the Board Chris Muller Managing Director & Chief Executive Officer 11 September 2026 Tolu Minerals Limited and Controlled Entities · Half-year report 30 June 2026 28
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Independent auditor's review report to the members of Tolu Minerals Limited Report on the half - year financial report Introduction We have reviewed the accompanying consolidated interim condensed statement of financial position of Tolu Minerals Limited (the company ) and its subsidiaries (the Group) as at 30 June 2026 and the related consolidated interim condensed statements of comprehensive income, changes in shareholders' equity and cash flows for the six - month period then ended and notes, comprising material accounting policy information and other expla natory notes. The Directors are responsible for the preparation and presentation of this consolidated interim condensed financial information in accordance with International Accounting Standard 34, 'Interim Financial Reporting' . Our responsibility is to e xpress a conclusion on this consolidated interim condensed financial information based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of interim financial information performed by the independent auditor of the entity' . A review of interim financial information consists of making inquiri es, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and conse quently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated condensed financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’ .
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Restriction on distribution or use This report is made solely to the Directors of the Company , as a body. Our review work has been undertaken so that we might state to the Directors those matters which we are required to state to them in our review report and for no other purpose. We do not accept or assume responsibility to anyone other than the Directors of the company , as a body, for our review work, for this report or for the conclusion we have formed. Kowas Chartered Accountants Fred Kowa s R egistered under Accounting Registration Board Partner 1 1 th September 2026 Kowas Chartered Accountants , Registered Auditors with Accounting Registration Board of PNG. Address: Level 3 , Monian Tower , Douglas St , Port Moresby, NCD . P O Box 153, Waterfront, Port Moresby, Papua New Guinea