Announcement PDF ABN 13 637 559 847 Chariot Corporation Limited Consolidated Annual Financial Report For the Year Ended 31 December 2024 Contents Corporate Directory ................................................................................................................................ 3 Directors’ Report..................................................................................................................................... 4 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 ................................................................................................ 29 Notes to the Consolidated Financial Statements ................................................................................. 30 Directors’ Declaration ........................................................................................................................... 63 Independent Auditor’s Report .............................................................................................................. 65 Shareholder Information ...................................................................................................................... 69 Schedule of Exploration Tenements ..................................................................................................... 72 Chariot Corporation | Consolidated Annual Financial Report 2024 2|Page Corporate Directory Directors Shanthar Pathmanathan | Managing Director & CEO Frederick Forni | Executive Director Neil Stuart | Non-Executive Director Company Secretaries Aaron Gates Steven Wood Registered Office Level 5, 191 St Georges Terrace Perth WA 6000 Principal Place of Business Unit 30, 118 Royal Street East Perth Western Australia 6004 Auditors Moore Australia Audit (WA) Level 15, Exchange Tower 2 The Esplanade Perth Western Australia 6000 Bankers National Australia Bank Limited Gateway Building Cnr Marmion and Davy Streets Booragoon Western Australia 6154 Share Registry Automic Pty Ltd Level 5, 191 St Georges Terrace Perth Western Australia 6000 Website www.chariotcorporation.com ABN 13 637 559 847 Securities Exchange Listing ASX Code: CC9 Chariot Corporation | Consolidated Annual Financial Report 2024 3|Page Directors’ Report The Directors of Chariot Corporation Limited and its controlled entities (‘the Company’, ‘Chariot’ or ‘Group’) present their annual financial report for the year ended 31 December 2024. Directors The Directors of the Company in office at any time during or since the end of the financial year are: • Shanthar Pathmanathan | Managing Director and Chief Executive Officer • Frederick Forni | Executive Director • Neil Stuart | Non-Executive Director • Murray Bleach | Non-Executive Chairman (resigned 21 May 2024) Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. Principal Activities The Company is a mineral exploration company focused on discovering and developing high grade and near surface lithium opportunities predominantly in the USA. Financial Results The Company incurred a loss for the year of $27,999,290 (2023: $8,529,283) and had net assets of $7,679,278 (2023: $32,833,436) as at 31 December 2024. Significant items during the financial year include: • Capitalised exploration expenditure was impairment tested at year end, reflecting the significant decline in Lithium prices over the last 12 months, resulting in an impairment of $22.1 million (2023: Nil); • Exploration expenses of $3,195,290 (2023: $3,067,977); • Gain on deconsolidation of $5,123,639 (2023: Nil); • Loss from discontinued operations of $3,801,982 (2023: $447,496); and • Corporate and administrative expenses of $1,665,759 (2023: $1,810,891). Capitalised exploration expenditure was impairment tested at year end, reflecting the significant decline in Lithium prices over the last 12 months, resulting in an impairment of $22.1 million. As at 31 December 2024, the Company had a cash and cash equivalents balance of $673,164 (2023: $7,624,100) and the Company had a working capital deficit of $2,379,835 (2023: working capital of $5,304,297). Dividends Paid or Recommended There were no dividends paid or declared during the current or previous financial year. Chariot Corporation | Consolidated Annual Financial Report 2024 4|Page Directors’ Report (cont.) Corporate Governance Statement The Company has disclosed its corporate governance statement on the Company website at: www.chariotcorporation.com/site/about-us/corporate-governance Significant Changes in the State of Affairs There were no significant changes in the state of affairs of the Company during the financial year, other than the changes noted and described in this Directors’ report. Future Developments, Prospects and Business Strategies Other than referred to in this report, further information on other likely developments in the operations of the Company and the expected results of operations have not been included in this report because the Directors believe the provision of such information would be likely to result in unreasonable prejudice to the Company. Risk Management The Board of Directors have reviewed the key risks associated with conducting exploration and evaluation activities and steps to manage those risks. The key material risks faced by the Group include: Exploration and Development The future value of the Group will depend on its ability to find and develop resources that are economically recoverable. Mineral exploration and development is a speculative undertaking that may be impeded by circumstances and factors beyond the control of the Group. Success in this process involves, among other things, discovery and proving-up an economically recoverable resource or reserve, access to adequate capital throughout the project development phases, securing and maintaining title to mineral exploration projects, obtaining required development consents and approvals and accessing experienced operational staff, financial managers, skilled contractors, consultants and employees. The Group is entirely dependent upon its projects, which are the sole potential source of future revenue, and any adverse development affecting these projects would have a material adverse effect on the Group, its business, prospects, results of operations and financial condition. Economic Conditions Factors such as (but not limited to) political movements, stock market fluctuations, interest rates, inflation levels, commodity prices, foreign exchange rates, industrial disruption, taxation changes and legislative or regulatory changes, may all have an adverse impact on operating costs, the value of the Group’s projects, the profit margins from any potential development and the Company’s share price. Chariot Corporation | Consolidated Annual Financial Report 2024 5|Page Directors’ Report (cont.) Reliance on Key Personnel The Group’s success is to a large extent dependent upon the retention of key personnel and the competencies of its directors, senior management and personnel. The loss of one or more of the directors or senior managers could have an adverse effect on the Group. There is no assurance that engagement contracts for members of the senior management team will not be terminated or will be renewed on their expiry. If such contracts were terminated, or if members of the senior management team were otherwise no longer able to continue in their role, the Group would need to replace them which may not be possible if suitable candidates are not available. Future Funding Risk Continued exploration and evaluation is dependent on the Company being able to secure future funding from equity markets. The successful development of a mining project will depend on the Group’s capacity to raise funds from equity and debt markets. The Group will need to undertake equity/debt raisings for continued exploration and evaluation. There can be no assurance that such funding will be available on satisfactory terms or at all at the relevant time. Any inability to obtain sufficient financing for the Group’s activities and future projects may result in the delay or cancellation of certain activities or projects, which would likely adversely affect the potential growth of the Group. Unforeseen Expenditure Risk Exploration, evaluation and development expenditures may increase significantly above existing projected costs. Although the Group is not currently aware of any such additional expenditure requirements, if such requirements were to eventuate the Group and its proposed business plans may be materially adversely affected. Environmental, Weather & Climate Change The highest priority climate related risks include reduced water availability, extreme weather events, changes to legislation and regulation, reputational risk and technological and market changes. Mining and exploration activities have inherent risks and liabilities associated with safety and damage to the environment, including the disposal of waste products occurring as a result of mineral exploration and production which may give rise to potentially substantial costs for environmental rehabilitation and damage control potentially causing the Group to incur losses. Delays in obtaining approvals of the Group’s exploration proposals from environmental authorities could affect profitable development of resources. Cyber Security and IT The Group relies on IT infrastructure and systems and the efficient and uninterrupted operation of core technologies. Systems and operations could be exposed to damage or interruption from system failures, computer viruses, cyber-attacks, a power or telecommunication provider’s failure or human error. Chariot Corporation | Consolidated Annual Financial Report 2024 6|Page Directors’ Report (cont.) Review of Operations The Directors present their review of operations for the year ended 31 December 2024 in the following segments: • Lithium Portfolio Review; and • Corporate Review. Lithium Portfolio Review Chariot Corporation Limited (“Chariot” or the “Company”) is a mineral exploration company focused on discovering and developing high-grade and near surface lithium opportunities focused primarily in the United States. In the United States, Chariot has twelve (12) lithium projects, including two core projects (the “Core Projects”) and a number of exploration pipeline projects which Chariot majority owns and operates in addition. The Core Projects include Chariot’s flagship Black Mountain Project (which is prospective for hard rock lithium) in Wyoming, USA and the Resurgent Project (which is prospective for claystone lithium) in Nevada and Oregon, USA. Initial survey results from the Core Projects indicate high-grade lithium mineralisation at surface. Chariot holds an interest in six exploration pipeline projects located in Wyoming, USA, including, the Copper Mountain Project, the South Pass Project and four other hard rock lithium projects (the “Exploration Pipeline Projects”). Chariot also holds an interest in applications for seven (7) exploration licences in the highly prospective Southern Cross Greenstone Belt, Western Australia. The Southern Cross Greenstone Belt, one of Western Australia's most significant gold-producing regions with over 150 mines, is now emerging as a key region for LCT pegmatites. Chariot holds an interest in a hard rock lithium project in Zimbabwe. The Zimbabwe project licenses are in the process of being relinquished following a reassessment of the project given the current depressed environment for the lithium market and a diminished view of the geological potential of the project. In addition, Chariot holds a portfolio interest in certain properties prospective for claystone hosted lithium located in the State of Nevada in the United States through its interest in Mustang Lithium LLC. Black Mountain Black Mountain comprises 352 unpatented lode mining claims (“Claims”) covering 2,686 Ha located in Natrona County in Central Wyoming, USA. On 9 January 2024, Chariot increased its ownership of Wyoming Lithium Pty Ltd (“WLPL”) from 91.9% to 93.9% via a share subscription to reimburse Chariot for exploration expenses incurred by Panther Lithium Corporation (“Panther”). WLPL wholly owns Panther which in turn owns 100% of Black Mountain and the Exploration Pipeline Projects. On 2 February 2024, the Company announced the initial assay results for the first three (3) drill holes, which had all intersected high-grade spodumene mineralisation confirming the potential of the Black Chariot Corporation | Consolidated Annual Financial Report 2024 7|Page Directors’ Report (cont.) Mountain lithium-caesium-tantalum (LCT) pegmatite swarms. On 3 May 2024, the Company announced the full set of assay results from the phase 1 drilling program. The phase 1 drilling program consisted of nine (9) diamond drill holes for a total of 1,132m. Notable results included: • • • BMDDH23_01 15.48m @ 1.12% Li2O and 79ppm Ta2O5 from 2.74m, including 4.27m @ 2.46% Li2O and 128 ppm Ta2O5 from 9.94m BMDDH23_02 14.33m @ 0.84% Li2O and 61ppm Ta2O5 from 1.83m, including 2.29m @ 3.09% Li2O and 138ppm Ta2O5 from 10.67m BMDDH23_03 18.81m @ 0.85% Li2O and 98ppm Ta2O5 from 45.26m, including 5.79m @ 1.08% Li2O and 105ppm Ta2O5 from 47.55m During the first quarter of 2024 the Company significantly expanded the footprint of the Black Mountain project by staking and filing with the Bureau of Land Management, 218 unpatented lode mining claims (“Claims”) totalling 1,807 ha of tenure (“BMX Claims”). The BMX Claims are contiguous to the Company’s existing Black Mountain Claims and represent a 206% increase in the footprint of Black Mountain. The BMX Claims were staked as a buffer and to cover possible extensions to the pegmatite dike swarms under shallow cover at Black Mountain. In April 2024 and upon completing of the maiden drilling program, the Black Mountain surface mapping and ground magnetics data was reprocessed, with the reprocessed geophysics model indicating two (2) large magnetic lows, firstly to the north and secondly, to the south-east of the Phase 1 Drilling Program area. These magnetic lows are interpreted to be pegmatite stocks and the source of the folded pegmatite dike swarm. During the third quarter of 2024, the Company conducted K-feldspar testing on the outcropping pegmatites at Black Mountain using a pXRF (portable X-ray fluorescence) device. On 20 August 2024, the Company announced the test results which confirmed the moderate to highly fractioned state of the LCT pegmatites. The K feldspar testing results established that the southern group of pegmatites yielded the most samples with potassium to rubidium (K:Rb) ratios of less than 30, confirming that those pegmatites are most prospective for lithium mineralization. During the fourth quarter of 2024, Chariot revised its strategy for Black Mountain and shifted its focus from exploring for a large-scale resource to testing the viability of establishing a small-scale “pilot mine” at Black Mountain that potentially could supply spodumene concentrate to several lithium hydroxide refineries under construction in the in the United States in the near to medium term. On 27 November 2024, the Company initiated a second-phase drilling program targeting the spodumene-bearing LCT pegmatite dykes based on sampling results from a K-Rb ratio analysis conducted by the Company under the guidance of ERM Australia Consultants. On 13 December 2024, Panther restructured its Amended and Restated Exploration and Secured Option Agreement with Black Mtn. Lithium Corp. (“BMLC”). A USD $750,000 payment that was due by 30 December 2024, was replaced with three cash payments due in instalments and the issuance of 1 million fully paid ordinary shares of Chariot. Chariot Corporation | Consolidated Annual Financial Report 2024 8|Page Directors’ Report (cont.) Resurgent Project Resurgent comprises 1,210 Claims located in the McDermitt Caldera in Oregon and Nevada, USA. The McDermitt Caldera hosts the two largest lithium mineral resources that have been discovered in North America. The lithium mineralisation in the caldera occurs in the ancient lake sediments that surround the centre of the Caldera. On 4 September 2024, FMS Lithium Corporation surrendered 240 Claims at the Resurgent Project, reducing the number of claims forming the Project to 1,210 claims from 1,450 claims. Exploration Pipeline & Other Projects On 28 June 2024, the Company surrendered exploration licenses E69/3771 and E69/3773. These two (2) tenements made up the Mardabilla project in Western Australia. On 4 September 2024, Marvel Lithium LLC, a 100% owned subsidiary of FMS Lithium Corporation (“FMSL”), surrendered all the claims forming the Lida and Amargosa lithium projects in Nevada, USA. Mustang Lithium LLC On 24 May 2024, FMSL distributed all of the membership interests in Mustang Lithium LLC (“Mustang”) to certain former shareholders of FMSL including Chariot. Chariot received 24.8243 units in Mustang and after the issuance of units to consultants, retained units representing a 24.1% membership interest in Mustang. Mustang holds 100% of the membership interests of Horizon Lithium LLC, Halo Lithium LLC and Lithic Lithium LLC which were formerly subsidiaries of FMSL. These entities hold or held certain claystone hosted lithium projects in Nevada, USA described in previous announcements made by the Company. As of the date of this report, Chariot holds a 23.95% interest in Mustang. On 30 August 2024, Chariot announced that Mustang reacquired unencumbered ownership of the Horizon and Halo lithium projects. These projects, located in the Big Smoky Valley, Nevada, U.S.A., were previously subject to property option agreements with Pan American Energy Corp. (CSE: PNRG) (“Pan American Energy”) and POWR Lithium Corp. (CSE: POWR) (“POWR”). In light of the challenging macro environment for lithium and difficult financing markets, each of Pan American Energy and POWR determined not to pay the annual Bureau of Land Management (“BLM”) fees required to retain the mineral claims constituting their respective projects and each terminated its property option agreement and surrendered its interest in the mineral claims. Mustang issued convertible notes with an aggregate principal amount of US$250,000 at face value, including US$60,198 issued to Chariot, in order to fund the timely payment of the BLM fees by its subsidiaries. Mustang’s reacquisition of the Horizon project provides Chariot with an exposure to a significant lithium resource through its interest in Mustang. Prior to surrendering the Horizon project, Pan American Energy had announced an NI 43-101 Mineral Resource Estimate to the Canadian Securities Exchange on 20 November 2023 and subsequently released an NI 43-101 compliant technical report on 4 January 2024. The Horizon NI 43-101 Mineral Resource Estimate contained below is considered a “foreign estimate” and has been prepared in accordance with NI 43-101 standards and has not been reported in accordance with the JORC Code. A competent person has not done sufficient work to classify the foreign estimate as a Mineral Resource Estimate in accordance with JORC and it is Chariot Corporation | Consolidated Annual Financial Report 2024 9|Page Directors’ Report (cont.) uncertain that following further exploration and resource evaluation that the foreign estimates will be able to be reported as a mineral resource in accordance with the JORC Code. Mustang and Chariot plan to continue exploration and resource evaluation of the Horizon project to improve their knowledge of the Horizon NI 43-101 Mineral Resource Estimate and development potential. This work would include verification of the Horizon NI 43-101 Mineral Resource Estimate in accordance with the JORC Code. This work is expected to commence as soon as practicable after Mustang raises sufficient funds to do so. Neither Chariot nor Mustang are in possession of any new information or data relating to the Horizon NI 43-101 Mineral Resource Estimate that materially affects the reliability of the estimate or their ability to verify foreign estimates as Mineral Resources in accordance with the JORC Code. For more information, that continues to apply and has not materially changed, refer to the market announcements dated 30 August 2024 and 4 September 2024. Table 1: Horizon Lithium Project Mineral Resource1 0F Mineral Resource Tonnage Classification (Mt) Grade (Li ppm) Li (Mt) Contained LCE (Mt) Indicated 373 669 0.25 1.33 Inferred 2,454 680 1.67 8.88 Total 2,827 679 1.92 10.21 Contained Reported by Pan American Energy Corp. with an effective date of 15 November 2023. Resources are reported above a cut-off grade of 300 ppm Li. 1- Refer to Pan American Energy Corp. announcement entitled “NI 43-101 TECHNICAL REPORT FOR THE HORIZON LITHIUM PROJECT” dated 20 November 2023 and technical report entitled “NI 43-101 Technical Report for the Horizon Lithium Project” announced 5 January 2024. An electronic copy of the technical report can be found on SEDAR at: SEDAR FILING. Neither Chariot nor Mustang has independently verified the information relating to the Horizon NI 43-101 Mineral Resource Estimate as published by Pan American Energy. Corporate Review Equity Transactions On 28 October 2024, the Company issued 7,342,000 fully paid ordinary shares at $0.20 per share to raise $1,468,400 as part of Tranche 1 of the placement announced on 21 October 2024. The balance of the placement, being $150,000 being invested by the directors of the company, was subject to shareholder approval at the general meeting held on 11 February 2025. Other Corporate Matters On 21 May 2024, Mr Murray Bleach resigned as Non-Executive Chairman of the Board. On 30 August 2024, Chariot appointed Mr. Aaron Gates and Mr. Steven Wood as joint company secretaries, replacing Mr. Craig McNab. The Company also engaged Automic Group to provide company secretarial and financial services. Additionally, Chariot relocated its registered office to Level 5, 191 St Georges Terrace, Perth, WA 6000. Chariot Corporation | Consolidated Annual Financial Report 2024 10 | P a g e Directors’ Report (cont.) Events after Reporting Date On 4 February 2025, Chariot converted its principal and interest in Mustang convertible notes to 3.7236 units in Mustang. As of the date of this report, Chariot holds a 23.95% interest in Mustang and on 6 February 2025, Chariot received a cash distribution of US$1,560.56 per Mustang membership unit for a total of US$44,550.78. On 24 February 2025, the Company issued 1,000,000 fully paid ordinary shares to pursuant to the Amended and Restated Exploration and Secured Option Agreement with BMLC and issued 250,000 fully paid ordinary shares together with attached options to pursuant to $50,000 invested by a director of the Company as part of the placement announced on 21 October 2024, as approved by shareholders on 11 February 2025. On 27 March 2025, the Company announced it has entered into a binding convertible note agreement in order to raise up to A$2.0 million through the issuance of convertible notes to New York, United States – based investor Obsidian Global GP, LLC comprising an initial drawdown of A$600,000 and additional further drawdowns of up to A$1.4 million within 12 months, subject to mutual agreement and other standard conditions precedent. On 28 March 2025, Panther restructured its Amended and Restated Exploration and Secured Option Agreement with Black Mtn. Lithium Corp. (“BMLC”). In lieu of making three payments totalling USD $1,450,000 by 30 December 2025, Panther Lithium Corporation will pay USD $1,450,000 in seven instalments by 30 September 2026 and deliver 2 million shares of Chariot. No other matters or circumstances have arisen since the end of the reporting period which significantly affected or may significantly affect the operation of the Company, the result of those operations or the state of affairs of the Company in future financial years. Options and Performance Rights Unlisted Options At the date of this report, Chariot had the following shares under option on issue: Number of Options 1,000,000 7,560,382 7,560,382 62,500 62,500 100,000 150,000 375,000 Exercise Price $0.585 $0.30 $0.35 $0.30 $0.60 $0.90 $1.20 $1.50 Expiry Date 27 October 2026 17 October 2025 17 October 2026 7 June 2026 7 June 2026 7 June 2027 7 June 2027 7 June 2027 During the year, the Company received a total of $100,000 on the exercise of 400,000 unlisted options with an exercise price of $0.25. Chariot Corporation | Consolidated Annual Financial Report 2024 11 | P a g e Directors’ Report (cont.) No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issuance by the Company or of any other body corporate. Performance Rights At the date of this report, Chariot had the following performance rights on issue: Class of Rights Class B Class C Class D Class E Milestone conditions Number of Rights The Company’s 20-day VWAP reaching 200% higher than 1,300,000 the Company’s IPO price. The Company’s 20-day VWAP reaching 500% higher than 1,500,000 the Company’s IPO price. Either (1) when drilling on a project prospective for 2,000,000 claystone-type mineralised systems, the completion of 10 drill holes (within an 8km² area) which drill holes are comprised of at least 450 metres of cumulative intersections with an average grade of 750 ppm lithium (as verified by a Competent Person); or (2) when drilling on a project prospective for pegmatite-type (‘hard-rock’) mineralized systems, the completion of 10 drill holes (within a 3km² area) which drill holes comprise at least 300 metres of cumulative intersections with an average grade of 1.00% lithium oxide (Li2O) (as verified by a Competent Person). The Company announcing to ASX either (1) a 20Mt 750,000 indicated and/or measured mineral resource at a minimum grade of 1.0% Li2O for a hard-rock project (as verified by a “competent person”), or (2) a 400Mt indicated and/or measured mineral resource at a minimum grade of 1,000 ppm lithium for a claystone project (as verified by a “competent person”). Expiry Date 12 October 2026 12 October 2026 12 October 2026 12 October 2027 On vesting of the service and milestone conditions, each performance right subject to being exercised by the holder, converts on a one-for-one basis into a fully paid ordinary share. Refer to Note 8 Share-Based Payments Expense for further information. Chariot Corporation | Consolidated Annual Financial Report 2024 12 | P a g e Directors’ Report (cont.) Information on Directors Shanthar Pathmanathan Managing Director and Chief Executive Officer Mr Pathmanathan was most recently the Chief Executive Officer and Managing Director of Lithium Consolidated Ltd, an ASX listed company, which had one of the largest portfolios of hard rock lithium exploration assets globally. Mr Pathmanathan also has 14 years of investment banking experience in the metals, mining and chemicals industries as well as in the oil and gas sector. He was also a Vice President in the Deutsche Bank investment banking division and, prior to that held investment banking and principal investment roles with the Macquarie Group in Australia and New York. Mr Pathmanathan holds a Bachelor of Laws from the University of Western Australia. Mr Pathmanathan has not been a director of any other ASX-listed Company for the last 3 years. Interest in Securities • 29,208,901 fully paid ordinary shares Frederick Peter Forni Executive Director Mr Forni was a senior finance professional with Macquarie Holdings (USA) Inc., a US affiliate of Macquarie Group Limited, from October 1997 to October 2012, as well as a Senior Managing Director from and after July 2004. Mr Forni was involved in: (1) developing, marketing, executing and managing structured and conventional financial product transactions for the Macquarie Group, including the establishment of a NYSE listed US$425 million closed-end fund (Macquarie Global Infrastructure Fund; Ticker: MGU) and the formation and management of specialised investment portfolios of CLO and CMBS securities aggregating in excess of US$1 billion and (2) structuring principal and advisory transactions principally from an income taxations perspective. Mr Forni acted as a Non-Executive Director for numerous Macquarie Group entities, including an investment adviser under the Investment Company Act of 1940 and a fund incubation joint venture with M.D. Sass. From 1995 to 1997, he was employed as a tax associate with Morgan, Lewis & Bockius LLP. Mr Forni held Series 24, Series 7 and Series 63 FINRA licenses and is admitted to practice law in both New York and Connecticut. Mr Forni has a B.A. in Economics from Connecticut College, a J.D., awarded cum laude, from Georgetown University Law Center and an LL.M. in taxation from New York University Law School. Mr Forni has not been a director of any other ASX-listed Company for the last 3 years. Interest in Securities • 2,326,607 fully paid ordinary shares Chariot Corporation | Consolidated Annual Financial Report 2024 13 | P a g e Directors’ Report (cont.) • • • • • • 500,000 Class B Performance Rights 1,000,000 Class C Performance Rights 1,000,000 Class D Performance Rights 500,000 Class E Performance Rights 125,000 30c Options expiring 17 October 2025 125,0