ANNUAL REPORT 2024 ACN 139 308 973
Niobium. World class.
1 St George Mining Limited Annual Report 2024 St George Mining is focused on creating shareholder value through the discovery and development of globally significant resources. Contents 2 Chairman’s Letter 4 Review of Operations 14 Directors’ Report 23 Auditor’s Independence Declaration 24 Consolidated Statement of Profit or Loss and Other Comprehensive Income 25 Consolidated Statement of Financial Position 26 Consolidated Statement of Changes in Equity 27 Consolidated Statement of Cash Flows 28 Notes to the Consolidated Financial Statements 50 Consolidated Entity Disclosure Statement 51 Directors’ Declaration 52 Independent Auditor’s Report 56 Shareholder Information 58 Tenement Information 60 Corporate Directory
2 St George Mining Limited Annual Report 2024 Chairman’s Letter St George continues to build out its portfolio of critical metals projects with a new exciting commodity added to our portfolio – niobium Dear Shareholders, On behalf of the Board of St George Mining, I am pleased to present this Annual Report for the 2024 financial year. It has been a busy year for the Company even if adverse market conditions mask some of the significant progress we have made to establish a foundation from which to drive future shareholder value creation. During the year, St George continued to progress our portfolio of critical metals projects with a focus on lithium, nickel, copper and rare earths. We also added another exciting commodity to our portfolio – niobium – both through exploration targets at our Destiny Project in Western Australia and the potential acquisition of the Araxa Project in Brazil. Market conditions for lithium and nickel deteriorated significantly during the year and had a major impact across the entire value chain of these two commodities. Notwithstanding the prevailing market conditions, lithium and nickel remain important commodities for the decades-long energy transition underway and we are confident that positive investor sentiment will return for these commodities. This confidence is also held by the strategic partners we welcomed into the Company during the year, either on the share register or as partners in some of our exploration projects. These partners, like St George, retain a firm eye on long-term opportunities for value creation. When the positive sentiment returns, St George will be in a strong position. In the meantime, we have adjusted the focus within our portfolio by prioritising our niobium and copper opportunities without forfeiting the long-term potential of our lithium and nickel assets. At our Destiny Project in Western Australia, we have identified carbonatite targets that have the potential to host niobium mineralisation. These are exciting greenfields exploration targets – we expect to carry out maiden drilling at these targets in the second half of calendar year 2024. These early stage niobium targets are complemented by the advanced high-grade niobium Araxa Project in Minas Gerais, Brazil. The Araxa Project boasts more than 500 historic intercepts of plus 1% niobium, with mineralisation starting from surface. The Araxa Project is located in an established mining region – like Western Australia, the Brazilian state of Minas John Prineas
3 St George Mining Limited Annual Report 2024 Gerais is a top mining jurisdiction – with ready access to infrastructure and services that will assist to expedite potential development. We believe the Araxa Project can become a sustainable and competitive niobium mining operation of global significance. The acquisition of the Project is expected to be completed in Q3 2024 and will herald a new era for St George. We will talk more about the Araxa Project once we have completed the acquisition. Back in Western Australia, we are prioritising exploration of lithium-gold opportunities at our Mt Alexander Project, which is situated within the ‘lithium super province’ in the Goldfields, as well as advancing copper-gold prospects at our Paterson Project, in the Paterson Province in the East Kimberley. Renewed M&A activity is sweeping the Paterson Province, led by Greatland Gold striking a deal to buy Newmont out of the Havieron gold-copper project and also acquiring the nearby Telfer gold mine. In addition, the market is anticipating Rio Tinto to field offers for its major Winu copper discovery, which could also lead to a broader consolidation of interests in the Paterson Province. Against this background of M&A activity, our exploration at the Paterson Project takes added significance. One of St George’s core strengths is our highly credentialled and experienced technical team, which has spent the year continuing the systematic exploration of our projects and ensuring we retain a strong pipeline of growth optionality. On behalf of St George’s shareholders, I thank them for their efforts and dedication. We believe our portfolio of critical metals projects offers exposure to a range of commodities that will be in high demand for the long term, providing the Company with an outstanding opportunity to create sustained value for shareholders. On behalf of the Board of Directors, I thank Shareholders for your support and patience during what has been a year of challenges. I look forward to catching up with many of you at our Annual General Meeting in Perth in November. John Prineas Executive Chairman
4 St George Mining Limited Annual Report 2024 The Board is pleased to present the Review of Operations for the financial year ended 30 June 2024. DESTINY PROJECT – Priority niobium-REE targets Carbonatite targets: Work completed by St George during the year has identified targets at the Destiny Project that are prospective for carbonatites or late-stage mafic intrusions. Carbonatites are known to be associated with significant REE, niobium, fluorspar and other minerals. Mafic intrusive bodies are prospective for high-grade nickel, copper and PGEs with examples of major deposits in Western Australia including Nebo-Babel and Nova-Bollinger. Target C1 is a circular shaped feature that presents as a late-stage intrusion in the magnetic data with a magnetic high around its rim and a low amplitude magnetic core. The feature has a diameter of 2.1km and is an exploration target for a potential carbonatite or mafic intrusion. Significantly, C1 has geophysical characteristics similar to known mineralised carbonatites in Western Australia – including the Mt Weld Project of Lynas Rare Earths (ASX: LYC) and the Luni carbonatite of WA1 Resources (ASX: WA1), which hosts a significant niobium-REE discovery. A gravity survey completed in April 2024 identified a gravity high in the core of C1, indicating the presence of dense material in the core. This favourable result warranted the completion of a close-spaced gravity survey to further define the density characteristics of C1’s core. The follow-up gravity survey was fast-tracked and completed in June 2024. The tight grid spacing of the latest survey provided high-resolution data, resulting in several discrete gravity highs within the C1 core being delineated. Some of these gravity highs are coincident with discrete magnetic highs – a geophysical signature that may represent mineralisation and present as high-priority targets for drilling; see Figure 1. Figure 1: Target C1 showing the Bouguer residual gravity results (set against project TMI magnetics) revealing a high within the core of the magnetic feature against the gravity low of the ultramafic magnetic rim. Hot colours (e.g. red/purple) indicate high gravity (density) and cold indicate low gravity results. Review of Operations
5 St George Mining Limited Annual Report 2024 The location of C1 along the Ida Fault, a major structural zone that could act as a channel for mantle derived magma emplacement into the surrounding rocks to form a late-stage intrusion, adds further support to the prospectivity of C1. In addition to C1, a grid gravity survey was completed over target C3 – another interpreted late-stage intrusive magnetic feature located along a regional scale 30km fault that is a splay to the Ida Fault. The gravity results indicate a high gravity core signature at C3 (see Figure 2) supporting the potential of a carbonatite or late-stage mafic intrusion. Programme of Works (POW) and heritage clearance applications have been initiated in preparation for drill testing of these high-priority targets in the second half of calendar year 2024. Figure 2: Target C3 showing the Bouguer residual gravity results (set against close-spaced TMI magnetics) showing a high within the core of the magnetic feature against the gravity low of the ultramafic magnetic rim. Hot colours (e.g. red/ purple) indicate high gravity (density) and cold indicate low gravity results. Clay-hosted REE: St George completed its first drill programme at the Destiny Project during the year – a programme that comprised 61 air core (AC) holes for 2,145m of drilling. The area drilled covered 30 sq km and included a 7km stretch of the Ida Fault. Six drill traverses were completed with vertical drill holes generally wide-spaced (typically 500m apart or closer), drilled up to a maximum 110m. High-grade Total Rare Earth Oxide (TREO) was intersected in 42 of the 61 drill holes, with a peak value of 2m @ 5,125ppm from 32m downhole within a broader interval of 30m @ 1,885ppm from 20m downhole. TREO mineralisation is hosted within residual saprolitic clay horizons up to 100m thick. The mineralisation in the high-grade intervals is largely homogenous, supporting the potential for further and consistent mineralisation across the clay zone. With only a 7km stretch of the 90km-long prospective horizon within the Destiny landholding tested by drilling to date, the exploration upside is considered by the Company as very significant. Assays confirmed that the REE mineralisation includes a high proportion of Magnetic Rare Earth Oxides (MREO) with an average of 19% MREO across all drilling. MREO – comprising Neodymium (Nd), Praseodymium (Pr), Terbium (Tb) and Dysprosium (Dy) – are highly sought-after for their use in high-strength permanent magnets. These types of magnets are critical for electric motors used in electric vehicles and have other wide applications for clean-energy solutions. For further details of the drill results, see our ASX Release dated 6 December 2023 “High-Grade REE Discovery”.
6 St George Mining Limited Annual Report 2024 1 See ASX Release dated 12 October 2022 ‘High-Grade Lithium Confirmed at Mt Alexander’ MT ALEXANDER PROJECT – Lithium Mt Alexander hosts extensive pegmatite outcrop with more than 500 pegmatites mapped at the Project to date. Samples from many of these outcrops have recorded highly anomalous lithium values and drilling has intersected fractionated pegmatites upto 121m thick. These results provide strong encouragement for the potential of significant lithium mineralisation at the Project.1 During the year, St George engaged external consultants at ERM (formerly CSA Global) to review the lithium potential at Mt Alexander and assist with definition of new drill targets. Following a detailed review of drilling and other project data, St George and ERM personnel conducted a field assessment which included ground-truthing, lithological and structural mapping and geochemical analysis. This field work included recording the potassium (K) and rubidium (Rb) values of feldspar within numerous outcropping pegmatites using a portable XRF analyser. The K:Rb ratio provides a regional vector of fractionation occurring in pegmatite bodies. Generally, the lower the K:Rb ratio within feldspar, the more fractionated and prospective the pegmatite. A K:Rb ratio of less than 30 is considered to reflect potential for spodumene formation. This technique has proven very effective in prioritising specific areas of pegmatites at Mt Alexander for drilling. 323 samples were collected across the project area with K:Rb ratios ranging from more than 80 to less than 10. A clear trend from high K:Rb ratio to low K:Rb ratio can be seen trending from north to south at Mt Alexander, indicating several areas with potential for stronger lithium mineralisation (Figure 3). Significantly, the K:Rb ratio results also support promising lithium soil anomalies seen in the recent soil survey where a number of priority targets were generated. For further details of the lithium soil anomalies, see our ASX Release dated 14 February 2024 Large Lithium Soil Anomalies at Mt Alexander. The priority K:Rb ratio areas are proximal to the Jailbreak Prospect where previous drilling by St George intersected grades up to 1.8% Li2O. Several new target areas identified by ERM and by soil sampling have not been drill tested to date. Coincident Gold Anomalism: The recent Mt Alexander soil surveys have now also been assessed for all commodities including gold. Results have shown several prominent gold anomalies coincident with lithium anomalies. This is considered a common occurrence across Western Australia for high-grade lithium mineralisation with numerous lithium discoveries alongside historic gold projects – including Delta Lithium’s Mt Ida Project located 15km south of Mt Alexander. It appears that lithium and gold occurrences can utilise the same structures and depositional settings. A maximum value of 180 ppb Au was reported from 1077 total samples taken at Mt Alexander. This is considered highly anomalous when combined with the presence of several pathfinder elements including As, Ag, Bi, Co, Cu, Ni, Te and W. Importantly, several anomalous gold values are coincident with major structures – this is a compelling geological setting for potential gold mineralisation. These gold anomalies provide additional high order targets and have been prioritised for the next Mt Alexander drill programme. NOTE: Visual observations of pegmatites are based on geological logging and visual interpretations and should not be considered a substitute for laboratory analysis, which is required to determine the concentration of any elements that may be indicative of possible mineralisation associated with pegmatites that are mapped, sampled from rock chips or intersected by drilling. Review of Operations continued
7 St George Mining Limited Annual Report 2024 Figure 3: Map of Mt Alexander (overlying magnetic data) showing areas with favourable K:Rb ratios.
8 St George Mining Limited Annual Report 2024 St George’s Mt Alexander landholding has extensive exposure of the contact between the Mt Alexander greenstone sequence and the Copperfield Granite – part of a large, regional LCT corridor that hosts the major lithium discovery by Delta Lithium; see Figure 4. Active lithium exploration in this emerging lithium province is also underway at the neighbouring Mt Bevan Project – a joint venture between Hancock Prospecting Pty Ltd, Legacy Iron Ore Limited (ASX: LCY) and Hawthorn Resources Limited (ASX: HAW) – a project that abuts the Mt Alexander landholding.2 About the Mt Alexander Project: The Mt Alexander Project is located 120km south-west of the Agnew-Wiluna Belt, in a region which hosts numerous world-class lithium, nickel and gold deposits. The Project comprises eight tenements – seven granted exploration licences, E29/638, E29/548, E29/962, E29/954, E29/972, E29/1041 and E29/1143 and one Prospecting Licence P29/2680 – which are a contiguous package. An additional exploration licence – E29/1093 – is located to the southeast of the core tenement package. The Cathedrals, Stricklands, Investigators and Radar nickel-copper-cobalt-PGE discoveries are located on E29/638, which is held in joint venture by St George (75%) and IGO Limited (25%). St George is the Manager of the Project, with IGO retaining a 25% non-contributing interest (in E29/638 only) until there is a decision to mine. Figure 4: Regional map showing the location of Mt Alexander and other nearby lithium projects in the emerging Mt Ida Lithium Province. 2 See Legacy Iron’s ASX Release dated 15 June 2023 “Hancock Executes Lithium Earn-in and Joint Venture” Review of Operations continued
9 St George Mining Limited Annual Report 2024 LITHIUM STAR – Milestone investment supports ramp-up of exploration St George completed the acquisition of seven hard-rock lithium projects with all projects owned 100% by St George’s subsidiary, Lithium Star Pty Ltd (“Lithium Star”). The new projects comprise 14 exploration licences in Western Australia covering a total area of 653 sq km, including land packages located along strike from high-grade lithium deposits and established spodumene producing lithium mines. For further details of the acquisition, see our ASX Release dated 8 August 2023 Acquisition of Strategic Lithium Project. Amperex Technology Limited (“ATL”), the world’s leading producer of lithium-ion batteries, invested $3 million in Lithium Star to acquire a 10% equity stake in Lithium Star with St George holding the remaining 90%.3 The investment by ATL of $3 million for a 10% stake in Lithium Star has provided a major step forward in unlocking the value of the Lithium Star project portfolio. Significantly, several of the Lithium Star projects are strategically located along strike and/or in the same district as spodumene producing mines. The new funds will allow acceleration of exploration by Lithium Star, with exploration prioritised for the following projects: – Split Rocks Project: located ~25km north-west of the Earl Grey lithium deposit (189Mt @ 1.50% Li2O), owned in joint venture by Wesfarmers (ASX: WES) and SQM (NYSE: SQM)4 – Buningonia and Buningonia North Projects: located in the same lithium province as Global Lithium’s (ASX: GL1) Manna Project (32.7Mt @ 1.0% Li2O)5 and the operating Bald Hill Mine (26Mt @ 1% Li 2O)6 – Myuna Rocks Project: located along the lithium belt that hosts Allkem’s (ASX: AKE) operating Mt Cattlin Mine (12.1Mt @ 1.3% Li2O)7 St George is confident the strategic relationship with ATL will provide an opportunity to leverage ATL’s substantial financial and technical capabilities in a way that can maximise the value of the Company’s lithium projects. Figure 5: Map of showing the location of the St George’s projects in Western Australia (including the Lithium Star projects) as well as major lithium mines and deposits in development. 3 See St George’s ASX Release dated 17 October 2023 ‘Investment by World Leader in Lithium-ion Batteries’ 4 Wesfarmers Proposal to acquire Kidman Resources – ASX Briefing Presentation 2 May 2019 5 Global Lithium Delivers Transformative 50.7 Mt Lithium Resource Base – ASX Release 15 December 2022 6 Lithium Ore Reserve Increase of 105% at Bald Hill by Tawana Resources – ASX Release 6 June 2018 7 Allkem Confirms Material Growth Profile – ASX Release 25 September 2023
10 St George Mining Limited Annual Report 2024 AJANA PROJECT – Discovery of Base Metals St George carried out a maiden drill programme at its 100% Ajana Project during Q3 2023, with 12 RC drill holes and four diamond core holes completed. Encouraging RC drill results (e.g. AJRC002: 5m @ 1.23% Zn+ Pb, 7.2g/t Ag from 57m) warranted immediate follow-up with diamond drilling to provide further information on the structural setting and nature of the mineralisation. Assays for the drilling show that eight of the RC holes have intersected high-grade or anomalous zinc, lead and silver mineralisation. Drilling was designed to test two large-scale targets that had been defined from detailed airborne magnetic and ground gravity surveys completed by St George. Target 1 is a 25km-long magnetic feature and has been named the Perseverant Prospect. All but two of the completed drill holes were drilled at the northern end of this Prospect. Multiple intersections of near-surface mineralisation across a broad area were returned for the drilling at Perseverant. These discovery intersections are associated with a 25km-long magnetic anomaly, highlighting the potential for Ajana to host a large-scale mineral deposit. The drilling at Perseverant was designed to target the source of several magnetic features interpreted to be part of a large mafic intrusive complex, which could be prospective for nickel-copper-PGEs. The source of the magnetics has not been explained by the completed drill holes. Potential remains for the modelled source of the magnetics to be below the current depth of drilling, providing a high-priority target for future drilling. Target 2 is a 2km-long strong magnetic anomaly, named the Catalina Prospect, which is interpreted to be an intrusion within a major north-west trending fault along the eastern margin of the Northampton Mineral Field. Diamond drill hole AJDD004 tested the northern end of the magnetic anomaly where access was available. AJDD004 intersected intense hematite alteration over a wide interval from 43m to 95m downhole. Significantly, hematite alteration of this kind may indicate a distal cap or halo related to sulphide mineralisation. Catalina is a high priority target for further drilling to test the centre of the magnetic anomaly. PATERSON PROJECT – Copper-Gold St George’s maiden diamond drilling campaign at the 100%-owned Paterson Project, in WA’s north-eastern Pilbara region, provided strong encouragement for the potential of significant copper-gold mineralisation at the Project. Drill results confirmed evidence of hydrothermal/mineralising processes with strong alteration associated with late-stage felsic intrusions prospective for orogenic style gold mineralisation. Accumulations of stratiform-hosted sulphides were also observed throughout the Project area in proximity to structures and intrusions providing support for the potential of the Project to host copper and potentially gold mineralisation. Geophysical surveys are planned for the second half of calendar year 2024 with a view to identifying targets for test drilling. Review of Operations continued
11 St George Mining Limited Annual Report 2024 CORPORATE – Global Battery Investors Back St George November 2023 capital raising backed by Jayson: On 9 November 2023, St George announced that Shanghai Jayson New Energy Materials Co., Ltd (Jayson) had agreed to acquire 78,947,368 fully paid ordinary shares in St George at an issue price $0.038 per share for a total investment of $3 million. This deal builds on Jayson’s initial investment in St George almost a year ago and strengthens the strategic corporate relationship between our companies, with Jayson’s shareholding in St George increasing to 11.73%. Jayson has established itself as the world’s leading producer of cathode precursor materials for lithium-ion batteries with operations in four countries. In addition to precursor manufacturing operations, Jayson has substantial mining, smelting and processing units for copper, cobalt and nickel. It has also developed technology for recycling lithium-ion batteries. Jayson’s market-leading credentials in new energy materials make it an attractive strategic partner for St George as we continue to rapidly grow our opportunities in lithium and other battery metals. Contemporaneously with the Jayson investment, St George also received commitments from sophisticated investors for the placement of an additional 52,631,578 fully paid ordinary shares in St George at $0.038 per share to raise a further $2 million. The placement to Jayson and sophisticated investors was completed during November. ATL investment in Lithium Star: During October 2023, ATL acquired a 10% equity stake in Lithium Star Pty Ltd with St George retaining the remaining 90%. ATL subscribed to 3,000,000 ordinary shares in Lithium Star for a total subscription price of $3 million. For further details of ATL’s investment in Lithium Star, see our ASX Release dated 17 October 2023 “Investment by World Leader in Lithium-Ion Batteries”. Board of directors: Mr Kecheng Cai, formerly the Head of Investment & Strategy for Jayson, joined the Board as a Non-executive Director with effect from 1 January 2024. Mr Cai left his position with Jayson during the year and resigned from the Board on 6 August 2024.
12 St George Mining Limited Annual Report 2024 COMPETENT PERSON STATEMENT: The information in this report that relates to Exploration Targets, Exploration Results, Mineral Resources or Ore Reserves for the Mt Alexander Project is based on information compiled by Mr Dave Mahon, a Competent Person who is a Member of The Australasian Institute of Geoscientists. Mr Mahon is employed by St George Mining Limited to provide technical advice on mineral projects, and he holds performance rights issued by the Company. Mr Mahon has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. The Company confirms that it is not aware of any new information or data that materially affects the exploration results included in any original market announcements referred to in this report and that no material change i the results has occurred. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements. This ASX announcement contains information extracted from the following reports which are available on the Company’s website at www.stgm.com.au: – 7 September 2022 Significant Lithium Potential at Mt Alexander – 20 September 2022 Significant Expansion of Lithium Potential – 12 October 2022 High-Grade Lithium Confirmed at Mt Alexander – 4 November 2022 Drilling Intersects Pegmatites with Visible Lithium – 7 November 2022 St George Increases Lithium Landholding – 21 December 2022 More Positive Lithium Results at Mt Alexander – 21 December 2022 Strategic Investment in St George – 6 February 2023 Lithium Exploration Commences at Mt Alexander – 21 February 2023 Lithium Drilling Underway at Mt Alexander – 29 March 2023 121 Metre Pegmatite Intersected at Mt Alexander – 29 May 2023 Mt Alexander Lithium Exploration Update – 3 July 2023 Maiden Drilling of Ni-Cu-PGE targets at Ajana – 5 July 2023 Lithium Results for Mt Alexander – 8 August 2023 Acquisition of Strategic Lithium Projects – 5 September 2023 Base Metals Discovered at Ajana – 11 September 2023 Exploration Commences at Woolgangie – 17 October 2023 Investment by World Leader in Lithium-ion Batteries – 18 October 2023 Lithium Exploration Underway at Mt Alexander – 9 November 2023 Strategic Investment from Global battery Investor – 6 December 2023 High-Grade REE Discovery – 27 December 2023 St George – Exploration Update – 17 January 2024 St George Increases Exposure to Ida Fault – 14 February 2024 Large Lithium Soil Anomalies at Mt Alexander – 13 March 2024 Lithium Potential Grows at Myuna Rocks – 6 May 2024 Rare Intrusions to be Drilled at the Destiny Project – 8 May 2024 Breakthrough Lithium Targets at Mt Alexander – 3 June 2024 St George Advances Niobium-REE Target – 18 June 2024 Niobium-REE Target Takes Shape Competent Person Statement – Araxá Project: The information in this ASX Release that relates to historical and foreign results for the Araxá Project is based upon, and fairly represents, information and supporting documentation reviewed by Mr. Carlos Silva, Senior Geologist employed by GE21 Consultoria Mineral and a Competent Person Person who is a Member of The Australasian Institute of Mining and Metallurgy. GE21 an independent consultancy engaged by St George Mining Limited for the review of historical exploration data. Mr Silva has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. The Company confirms that it is not aware of any new information or data that materially affects the exploration results included in any original market announcements referred to in this report and that no material change in the results has occurred. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements. This ASX announcement contains information extracted from the following reports which are available on the Company’s website at www.stgm.com.au: – 6 August 2024 Acquisition of High-Grade Araxa Niobium Project Review of Operations continued
13 St George Mining Limited Annual Report 2024 FORWARD LOOKING STATEMENTS: This report includes forward-looking statements that are only predictions and are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of St George, the directors and the Company’s management. Such forward-looking statements are not guarantees of future performance. Examples of forward-looking statements used in this report includes use of the words ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of report, are expected to take place. Actual values, results, interpretations or events may be materially different to those expressed or implied in this report. Given these uncertainties, recipients are cautioned not to place reliance on forward-looking statements in the report as they speak only at the date of issue of this report. Subject to any continuing obligations under applicable law and the ASX Listing Rules, St George does not undertake any obligation to update or revise any information or any of the forward-looking statements in this report or any changes in events, conditions or circumstances on which any such forward-looking statement is based. This report has been prepared by St George Mining Limited. The document contains background Information about St George Mining Limited current at the date of this report. The report is in summary form and does not purport to be all inclusive or complete. Recipients should conduct their own investigations and perform their own analysis in order to satisfy themselves as to the accuracy and completeness of the information, statements and opinions contained in this report. The report is for information purposes only. Neither this report nor the information contained in it constitutes an offer, invitation, solicitation or recommendation in relation to the purchase or sale of shares in any jurisdiction. The report may not be distributed in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. Recipients should inform themselves of the restrictions that apply to their own jurisdiction as a failure to do so may result in a violation of securities laws in such jurisdiction. This report does not constitute investment advice and has been prepared without taking into account the recipient’s investment objectives, financial circumstances or particular needs and the opinions and recommendations in this report are not intended to represent recommendations of particular investments to particular persons. Recipients should seek professional advice when deciding if an investment is appropriate. All securities transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments. To the fullest extent of the law, St George Mining Limited, its officers, employees, agents and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of any information, statements, opinion, estimates, forecasts or other representations contained in this report. No responsibility for any errors or omissions from the report arising out of negligence or otherwise is accepted.
The Directors of St George Mining Limited submit the annual financial report of St George Mining Limited from 1 July 2023 to 30 June 2024. In accordance with the provisions of the Corporations Act 2001, the Directors report as follows: DIRECTORS The names and particulars of the directors of the Company during the financial year ended 30 June 2024, and at the date of this report, are as follows. Directors were in office for the entire period unless otherwise stated. John Prineas B.EC LL.B F FIN Executive Chairman Appointed 19 October 2009 Experience John is a founding shareholder and director of St George Mining Limited. His involvement in the mining sector spans over 25 years with experience in commercial, legal and finance roles. Prior to establishing St George Mining, John was Chief Operating Officer and Country Head of Dresdner Bank in Sydney with a focus on project and acquisition finance for resources and infrastructure projects. John has Economics and Law degrees from the University of Sydney and commenced his career as a lawyer in Sydney with Allen, Allen & Hemsley. Other current listed company directorships BMG Resources Limited (ASX:BMG) from October 2020 and American West Metals Limited (ASX: AW1) from December 2021. Former listed directorships in the last three years Not applicable. John Dawson B.Com MBA INSEAD Non-Executive Director Appointed 2 January 2019 Experience Mr Dawson has over 30 years’ experience in the finance and mining sectors where he occupied very senior roles with global investment banks including Goldman Sachs and Dresdner Kleinwort Wasserstein. At Goldman Sachs, Mr Dawson was a Managing Director of FICC (Fixed Income, Currency and Commodities) for Australia. At Dresdner Kleinwort Wasserstein, Mr Dawson was Global Head of Commodities as well as the Country Head for Australia. Other current listed company directorships BMG Resources Limited (ASX:BMG) from October 2020. Former listed directorships in the last three years Not applicable. Sarah Shipway CA, B.Com Non-Executive Director Appointed 11 June 2015 Experience Sarah Shipway was appointed Non-Executive Director on 11 June 2015 and was appointed Company Secretary of St George Mining on 22 March 2012. Ms Shipway is Non-Executive Director/Company Secretary for Beacon Minerals Limited (ASX: BCN), Company Secretary for American West Metals Limited (ASX: AW1) and was previously Company Secretary for Cardinal Resources Limited (previously ASX/TSX: CDV). Ms Shipway has a Bachelor of Commerce from the Murdoch University and is a member of the Chartered Accountants Australia and New Zealand. Other current listed company directorships Beacon Minerals Limited (ASX: BCN) from June 2015. Former listed directorships in the last three years Not applicable. Directors’ Report 14 St George Mining Limited Annual Report 2024
Kecheng Cai Non-Executive Director Appointed 1 January 2024 Retired 6 August 2024 Experience Mr Cai was a senior executive of Shanghai Jayson New Energy Co., Ltd (“Jayson”) which, through its wholly owned subsidiary Hong Kong Jayson Holding Co., Ltd, is the largest shareholder in St George with a current shareholding of 11.73%. Jayson is the world’s leading producer of cathode precursor materials for lithium-ion batteries and has established a diversified vertical supply chain for clean energy materials that extends from upstream mining to downstream precursor manufacturing. Other current listed company directorships Not applicable. Former listed directorships in the last three years Not applicable. COMPANY SECRETARY Sarah Shipway was appointed Company Secretary on 22 March 2012. For details relating to Sarah Shipway, please refer to the details on directors above. DIRECTORS’ INTERESTS At the date of this report the Directors held the following interests in St George Mining. Name Ordinary Shares Performance Options John Prineas 17,011,255 8,000,000 John Dawson 14,895,242 2,000,000 Sarah Shipway 1,226,402 2,000,000 Kecheng Cai* – – *Retired on 6 August 2024 The Directors have no interest, whether directly or indirectly, in a contract or proposed contract with St George Mining Limited during the financial year. PRINCIPAL ACTIVITIES The principal activity of the Group is mineral exploration in Australia. RESULTS AND REVIEW OF OPERATIONS The results of the consolidated entity for the financial year from 1 July 2023 to 30 June 2024 after income tax was a loss of $8,282,592 (2023: $10,727,765). A review of operations of the consolidated entity during the year ended 30 June 2024 is provided in the “Review of the Operations” immediately preceding this Directors’ Report. 15 St George Mining Limited Annual Report 2024
LIKELY DEVELOPMENTS The Group will continue its mineral exploration and development activities over the next financial year with a focus on the Araxa Niobium Project in Brazil and its Australian projects the Mt Alexander Project and the Paterson Project. Further commentary on planned activities over the forthcoming year is provided in the “Review of Operations”. The Board will continue to focus on creating value from the Group’s existing resource assets, as well as considering new opportunities in the resources sector to complement the Group’s current projects. SIGNIFICANT CHANGES IN STATE OF AFFAIRS There has not been any significant change in the state of affairs of the Group during the financial year, other than as noted in this financial report. Subsequent to the year end the Company announced that it had entered into a binding conditional agreement to acquire all the issued capital of Itafos Araxá Mineracao E Fertilizantes S.A (“Itafos Araxá”) which owns 100% of the advanced niobium-REE Araxá Project in Minas Gerais, Brazil (“Araxá” or “the Project”). The closing of the transaction is subject to the completion (or waiver) of certain conditions by November 3, 2024. ENVIRONMENTAL ISSUES The Group is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all applicable regulations when carrying out exploration work. MATERIAL BUSINESS RISKS The Company’s activities are subject to numerous risks, mostly outside the Board’s and management’s control. These risks can be specific to the Company, common to the mining industry and common to the stock market. The key risks affecting the Company and potentially its future performance include, but are not limited to the below: – Exploration Risk – Future Funding Risk – Regulatory Risk – Availability of Equipment and Contractors – Key Personnel Risk – Macro-Economic Risk This is not an exhaustive list of risks faced by the Company or an investment in it. A discussion on each of these named risk factors is outlined below: Exploration Risk The success of the Company depends on the delineation of economically mineable reserves and resources, access to required development capital, movement in the price of commodities, securing and maintaining title to the Company’s exploration and mining tenements and obtaining all consents and approvals necessary for the conduct of its exploration activities. Exploration on the Company’s existing tenements may by unsuccessful, resulting in a reduction in the value of those tenements, diminution in the cash resources of the Company and possible relinquishment of the tenements. The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these 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. If the level of operating expenditure required is higher than expected, the financial position of the Company may be adversely affected. The Company may also experience unexpected shortages or increases in the costs of consumables, spare parts and plant and equipment. Future Funding Risk The Company’s ongoing activities are expected to require further funding in the future. Any additional equity funding may be dilutive to shareholders and may be undertaken at lower prices than the current market price. Although the Directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on the terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce, delay or suspend its exploration activities and this could have a material adverse effect on the Group’s activities and could affect the Group’s ability to continue as a going concern. Directors’ Report continued 16 St George Mining Limited Annual Report 2024
Regulatory Risk The Company’s operations are subject to various Commonwealth, State, local laws and foreign country and plans, including those relating to mining, prospecting, development permit and licence requirements, industrial relations, environmental, land use, royalties, water, native title and cultural heritage, mine safety and occupational health. Approvals, licences and permits required to comply with such rules are subject to the discretion of the applicable government officials. No assurance can be given that the Company will be successful in maintaining such authorisations in full force and effect without modification or revocation. To the extent such approvals are required and not retained or obtained in a timely manner or at all, the Company may be curtailed or prohibited from continuing or proceeding with exploration. The Company’s business and results of operations could be adversely affected if applications lodged for exploration licences are not granted. Mining and exploration tenements are subject to periodic renewal. The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company. It is also possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest in, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be affected. The Company may also be unable to obtain land access from landowners due to an inability to negotiate an agreement. Availability of Equipment and Contractors In the past few years various equipment and consumables, including drill rigs and drill bits, have been in short supply. There was also high demand for contractors providing other services to the mining industry. Consequently, there is a risk that the Company may not be able to source all the equipment and contractors required to fulfil its proposed activities. There is also a risk that hired contractors may underperform or that equipment may malfunction, either of which may affect the progress of the Company’s activities. Key Personnel Risk In formulating its exploration programs and business development strategies, the Company relies to a significant extent upon the experience and expertise of the Directors and management. A number of key personnel are important to attaining the business goals of the Company. One or more of these key employees could leave their employment, and this may adversely affect the ability of the Company to conduct its business and, accordingly, affect the financial performance of the Company and its share price. Recruiting and retaining qualified personnel are important to the Company’s success. The number of persons skilled in the exploration and development of mining properties is limited and competition for such persons is strong. Macro-Economic Risk At the present time global supply chains, labour and equipment shortages are ongoing. Inflationary pressures for appropriately skilled labour and capital items are being seen across many industries, including mining. DIVIDENDS PAID OR RECOMMENDED The directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a dividend to the date of this report. DIRECTORS’ MEETINGS The following table sets out the number of meetings held during the year ended 30 June 2024 and the number of meetings attended by each director. Directors Meetings Eligible to Attend Attended J Prineas 5 5 J Dawson 5 5 S Shipway 5 5 K Cai* 2 2 * Appointed on 1 January 2024 and retired on 6 August 2024 17 St George Mining Limited Annual Report 2024
REMUNERATION REPORT - AUDITED Remuneration policy The remuneration policy of St George Mining Limited has been designed to align directors’ objectives with shareholder and business objectives by providing a fixed remuneration component, which is assessed on an annual basis in line with market rates. The Board of St George Mining Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best directors to run and manage the Company. The Board’s policy for determining the nature and amount of remuneration for Board members is as follows: – The remuneration policy and setting the terms and conditions for the Executive directors and other senior staff members is developed and approved by the Board based on local and international trends among comparative companies and industry generally. It examines terms and conditions for employee incentive schemes, benefit plans and share plans. Independent advice is obtained when considered necessary to confirm that executive remuneration is in line with market practice and is reasonable within Australian executive reward practices. – All executives receive a base salary (which is based on factors such as length of service and experience) and superannuation. – The Group is an exploration entity, and therefore speculative in terms of performance. Consistent with attracting and retaining talented executives, directors and senior executives are paid market rates associated with individuals in similar positions within the same industry. Options and performance incentives may be issued particularly as the entity moves from an exploration to a producing entity and key performance indicators such as profit and production and reserves growth can be used as measurements for assessing executive performance. – The Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The Executive Directors, in consultation with independent advisors, determine payments to the non-executives and review their remuneration annually, based on market practice, duties and accountability. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting and is currently $500,000 per annum. Fees for independent non-executive directors are not linked to the performance of the Group. To align Directors’ interests with shareholder interests, the directors are encouraged to hold shares in the Company. – The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives. The method applied to achieve this aim has been the issue of performance rights to directors and executives to encourage the alignment of personal and shareholder interests. The Company believes this policy was effective in increasing shareholder wealth in the past. – The Company has issued performance-based remuneration to directors and executives of the Company. The measures are specifically tailored to align personal and shareholder interest. The KPI’s are reviewed regularly to assess them in relation to the Company’s goals and shareholder wealth. Company Performance A summary of St George Mining’s business performance as measured by a range of financial and other indicators, including disclosure required by the Corporations Act 2001, is outlined below. 2024 2023 2022 2021 2020 Total Comprehensive Loss Attributable to Members of the Company ($) 8,113,025 10,727,765 8,180,317 8,322,413 8,584,901 Cash and cash equivalents at year end ($) 2,520,498 3,337,581 4,103,089 6,370,756 8,310,582 Basic Loss Per Share (cents) 0.87 1.38 1.33 1.61 2.12 ASX share price at the end of the year ($) 0.026 0.040 0.031 0.067 0.115 Increase/(decrease) in share price (%) (35) 29 (54) (42) 5 Remuneration Consultants No remuneration consultant was engaged in the current financial year. Details of directors and executives Directors Title Date of Appointment Date of Retirement J Prineas Executive Chairman 19 October 2009 Not Applicable J Dawson Non-Executive Director 2 January 2019 Not Applicable S Shipway Non-Executive Director 11 June 2015 Not Applicable K Cai Non-Executive Director 1 January 2024 6 August 2024 The Company does not have any executives that are not Directors. Directors’ Report continued 18 St George Mining Limited Annual Report 2024
Executive Directors’ remuneration and other terms of employment are reviewed annually by the non-executive director(s) having regard to performance against goals set at the start of the year, relative comparable information and independent expert advice. Except as detailed in the Director’s Report, no director has received or become entitled to receive, during or since the financial year end, a benefit because of a contract made by the Group or a related body corporate with a director, a firm of which a director is a member or an entity in which a director has a substantial financial interest. This statement excludes a benefit included in the aggregate amount of emoluments received or due and receivable by directors and shown in the Remuneration Report, prepared in accordance with the Corporations Regulations, or the fixed salary of a full time employee of the Group. Director Remuneration Tables The actual remuneration earned by Directors in FY2024 is set out below. The information is considered relevant as it provides shareholders with a view of the remuneration actually paid to Directors for performance in FY2024. The value of remuneration includes equity grants where the Directors received control of the shares in FY2024 and different from the remuneration disclosures in the below table, which disclosures the value of LTI grants which may or may not vest in future years. Director Actual Remuneration Earned in FY2024 Name Salary and Fees1 $ Termination Payment $ Short-Term Incentive $ LTI Plan Rights $ Total Actual Remuneration $ J Prineas 388,500 – – – 388,500 J Dawson 69,331 – – – 69,331 S Shipway 158,130 – – – 158,130 K Cai2 94,002 – – – 94,002 1. Salary and fees comprise base salary, superannuation and leave entitlements. It reflects the total of “salary and fees” and “superannuation” in the statutory remuneration table. 2. Appointed on 1 January 2024 and retired on 6 August 2024. Remuneration of directors and executives Remuneration for the financial year ended 30 June 2024. Short-Term Benefits Post Employment Benefits Employee Benefits Equity Settled Share-Based Payments Directors Salary and Fees $ Termination Payment $ Superannuation $ Long Service and Annual Leave $ Shares/ Option/ Performance Rights $ Total $ Performance Related % J Prineas 2024 350,000 – 38,500 3,331 117,515 509,346 23% 2023 350,000 – 36,750 7,369 56,147 450,266 – J Dawson 2024 62,460 – 6,871 – 29,379 98,710 30% 2023 62,460 – 6,558 – 14,037 83,055 – S Shipway 2024 158,130 – – 3,283 29,379 190,792 15% 2023 157,417 – – 3,283 14,037 174,737 – K Cai1 2024 94,002 – – – – 94,002 0% 2023 – – – – – – – Total 2024 664,592 – 45,371 6,614 176,273 892,850 20% 2023 569,877 – 43,308 10,652 84,221 708,058 – Note 1: Appointed on 1 January 2024 and retired on 6 August 2024 19 St George Mining Limited Annual Report 2024
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