Announcement PDF ABN 13 637 559 847 Chariot Resources Limited Consolidated Annual Financial Report For the Year Ended 31 December 2025 Chariot Resources Ltd | Consolidated Annual Financial Report 2025 2 | P a g e Contents Contents..................................................................................................................................................2 Corporate Directory................................................................................................................................3 Directors’ Report.....................................................................................................................................4 Auditor’s Independence Declaration....................................................................................................23 Consolidated Statement of Profit or Loss and Other Comprehensive Income ....................................24 Consolidated Statement of Financial Position......................................................................................25 Consolidated Statement of Changes in Equity......................................................................................26 Consolidated Statement of Cash Flows ................................................................................................27 Notes to the Consolidated Financial Statements .................................................................................28 Controlled Entities Disclosure Statement.............................................................................................56 Directors’ Declaration...........................................................................................................................57 Audit Report..........................................................................................................................................58 Shareholder Information ......................................................................................................................62 Schedule of Exploration Tenements.....................................................................................................67 Chariot Resources Ltd | Consolidated Annual Financial Report 2025 3 | P a g e Corporate Directory Directors Shanthar Pathmanathan | Executive Chairman & Managing Director Frederick Forni | Executive Director Brendan Borg | Non-Executive Director Company Secretaries Aaron Gates Steven Wood Registered Office Level 5, 191 St Georges Terrace Perth WA 6000 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, CC9O Directors’ Report (cont.) Chariot Resources Ltd | Consolidated Annual Financial Report 2025 4 | P a g e Directors’ Report The Directors of Chariot Resources Limited and its controlled entities (‘the Company’, ‘Chariot’ or ‘Group’) present their annual financial report for the year ended 31 December 2025. Directors The Directors of the Company in office at any time during or since the end of the financial year are: • Shanthar Pathmanathan | Executive Chairman and Managing Director (changed from Chief Executive Officer and Managing Director on 15 August 2025) • Frederick Forni | Executive Director • Brendan Borg | Non-Executive Director (appointed 15 August 2025) • Neil Stuart | Non-Executive Director (resigned 8 September 2025) 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 United States of America and Nigeria. Financial Results The Company incurred a loss for the year of $5,305,023 (2024: $27,999,290) and had net assets of $6,321,504 (2024: $7,679,278) as at 31 December 2025. Significant items during the financial year include exploration expenses of $870,496 (2024: $3,195,260) and corporate and administrative expenses of $1,398,844 (2024: $1,668,008). As at 31 December 2025, the Company had a cash and cash equivalents balance of $771,079 (2024: $673,164) and the Company had working capital deficit of $3,406,702 (2024: working capital deficit of $2,379,835). Dividends Paid or Recommended There were no dividends paid or declared during the current or previous financial year. 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. Directors’ Report (cont.) Chariot Resources Ltd | Consolidated Annual Financial Report 2025 5 | P a g e 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. 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. Directors’ Report (cont.) Chariot Resources Ltd | Consolidated Annual Financial Report 2025 6 | P a g e 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. Geopolitical Risk - Overseas business activities and country risk The Group engages in exploration activities outside of Australia, mainly in United States of America and Nigeria. The success of the Group's operation depends on the political stability in these countries and the availability of qualified and skilled workforce to support operations. While the operations of the Group in these countries are currently stable, a change in the government may result in changes to the foreign investment laws and these assets could have an adverse effect on the Group's operational results. To manage this risk, the Group ensures that all significant transactions in these countries are supported by robust contracts between the company and third parties. We have developed a mechanism to counter legal risk, where foreign subsidiaries and management can receive appropriate legal guidance regarding matters such as important agreements and lawsuits in foreign countries. Directors’ Report (cont.) Chariot Resources Ltd | Consolidated Annual Financial Report 2025 7 | P a g e Review of Operations The Directors’ present their review of operations for the year ended 31 December 2025 in the following segments: • Lithium Portfolio Review • Corporate Review Lithium Portfolio Review Chariot Resources 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 & Nigeria. Chariot has two core projects in the United States (the “Core Projects”) and two exploration pipeline projects which Chariot majority owns and operates. The Nigerian lithium portfolio, which was recently announced and is pending closing, comprises four projects which are prospective for hard rock lithium and have a history of previous artisanal mining. The Core Projects include Chariot’s 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. The Nigerian portfolio of hard-rock lithium assets consists of four project clusters (Fonlo, Gbugbu, Iganna, and Saki) in the Oyo and Kwara states which cover approximately 254 square kilometers and are comprised of 8 exploration licences and 2 small-scale mining leases. These assets represent one of the largest portfolios of lithium assets in the country and have a history of significant artisanal lithium mining. Chariot anticipates completing the acquisition of the Nigerian portfolio by the end of May 2026. Chariot holds an interest in two hard rock lithium exploration pipeline projects located in Wyoming, USA, the Copper Mountain Project and the Tin Cup Project (the “Exploration Pipeline Projects”). 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. Nigeria On 10 July 2025, the Company entered into a binding share sale agreement to acquire a 66.667% interest in a portfolio of Nigerian hard rock lithium projects from Continental Lithium Limited (“Continental”) for US$1.5 million in cash and 42 million ordinary Chariot shares. The portfolio comprises four project clusters; Fonlo, Gbugbu, Iganna, and Saki—located across Nigeria’s Oyo and Kwara States, and includes eight (8) Exploration Licences (ELs) and two (2) Small-Scale Mining Leases (SSMLs). All four projects have a recent history of artisanal lithium mining activities with local miners extracting and producing saleable hand-picked lithium bearing material. Each project hosts several outcropping LCT pegmatites, all of which remain untested by a systematic drilling program aimed at defining a resource. Directors’ Report (cont.) Chariot Resources Ltd | Consolidated Annual Financial Report 2025 8 | P a g e During the year, Chariot conducted site visits to two of the four Nigerian lithium properties, confirming the presence of large, lithium-caesium-tantalum (LCT) pegmatites at the Fonlo and Iganna project areas. At the Fonlo project, there was a north-south ~6 km cumulative strike length trend of near-vertical pegmatite dykes exposed in old pits and road cuttings. Individual dykes attain thicknesses of up to ~20 m. The main Fonlo pit examined during the site visit has a composite vertical dyke across a 40 m wide pit with branching dykes. The main central dyke is 10 to 20 m wide, its width increasing to approximately 30 m at the base of the observable excavated pit. At the Iganna project, the geologists observed multiple shallow-dipping pegmatite sills. One notable LCT pegmatite was observed to average 5–10 m in thickness and was traced for several hundred metres along strike at surface. Local miners previously developed numerous shallow pits and even a vertical shaft (~50 m deep) along this pegmatite, affirming its continuity and initially suggestive of a grade sufficient for commercial exploitation. On 24 November 2025, the Company formalized the pursuit of small-scale mining (“SSM”) in Nigeria with Continental and the joint venture entity C&C Minerals under a binding agreement. The parties agreed to a three-phase plan to transition existing artisanal lithium mining to SSM operations: • Phase 1 – Targeted Exploration & Localized Resource Definition; • Phase 2 – Metallurgical Testing; and • Phase 3 – Evaluation of Toll Processing Options and Ore Transportation Logistics. On 4 December 2025, the Company announced the rock chip and surface sampling assay results from the site visits. All six samples returned high lithium grades, ranging from approximately 2.66% Li₂O to 5.96% Li₂O. In addition to the presence of commercially significant levels of lithium, the results indicated the potential for commercially significant levels of cesium and tantalum. One sample from Iganna reported a Cs content above the upper detection limit of the assay method used in the testing (>25,000 ppm Cs, or >2.5% Cs). Subsequently to the reporting period, the Federal Republic of Nigeria Mining Cadastre Office (“MCO”) has approved the transfer of a total of six (6) licenses, including four exploration licences and two (2) small-scale mining licenses, from Continental to the joint venture entity C&C Minerals Limited. The six (6) approved licenses include both exploration licenses at the Fonlo project and both exploration licenses at the Gbugbu project, representing the entire interest in these two (2) projects as well as two (2) small-scale mining licenses at the Saki project. These approvals move the Company towards completion of its acquisition of the Nigerian lithium portfolio and represent substantial progress in satisfying a key condition precedent to the completion of the acquisition. Black Mountain Black Mountain comprises 89 unpatented lode mining claims (“Claims”) located in Natrona County in Central Wyoming, USA. On 28 March 2025, Chariot’s subsidiary, Panther Lithium Corporation (“Panther Lithium”), entered into a Second Amendment to the Amended and Restated Exploration and Secured Option Agreement Directors’ Report (cont.) Chariot Resources Ltd | Consolidated Annual Financial Report 2025 9 | P a g e with Black Mtn. Lithium Corp. to revise the payment terms from three (3) cash instalments by 30 December 2025 to seven (7) cash instalments by 30 September 2026 and the issuance of 2 million fully paid ordinary shares of Chariot. On 9 July 2025, the Company announced the results of the phase 2 drilling program at its Black Mountain hard rock lithium project. Pegmatites were intersected in seventeen (17) of the drilled reverse circulation percussion holes with the best intercepts between 0.58% to 0.99% Li2O over lengths ranging from 0.6m to 1.8m. The data from the phase 2 drilling program suggests that the pegmatite vein system is more complex than the preliminary interpretations suggested, with multiple veins systems, and indicate an overall shallow dip to the southwest. On 2 September 2025, Panther Lithium reduced its land holding at Black Mountain from 352 Claims to 89 Claims. Resurgent Project Resurgent comprises 597 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. During the year, Chariot defined thirty-two (32) priority drilling targets across the Resurgent Project. The drilling targets were defined based on surface sampling results (up to 3,865 ppm Li) and are situated in the same geological setting as Lithium Americas’ neighboring Thacker Pass deposit. Mustang Lithium LLC 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. 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. Western Australian Exploration Licenses On 19 February 2025, the Company announced that it had secured seven (7) exploration license applications in the highly prospective Southern Cross Greenstone Belt. During the year, Chariot submitted withdrawal forms for two (2) of the seven (7) exploration license applications. Corporate Review Equity Transactions On 24 February 2025, the Company issued 1,000,000 fully paid ordinary shares pursuant to the Amended and Restated Exploration and Secured Option Agreement with Black Mtn. Lithium Corp. (“BMLC”) as approved by shareholders on 11 February 2025. On 28 March 2025, the Company announced that its subsidiary, Panther Lithium Corporation, entered into a Second Amendment to the Amended and Restated Exploration and Secured Option Agreement with BMLC, pursuant to which Chariot issued 2,000,000 fully paid ordinary shares. Directors’ Report (cont.) Chariot Resources Ltd | Consolidated Annual Financial Report 2025 10 | P a g e On 21 July 2025, the Company completed a raising of $1,600,000 (before costs) through the issuance of 32 million fully paid ordinary shares at a price of $0.05 per share. As part of the placement, for every two shares subscribed, participants received one (1) free attaching option entitling the holder thereof to acquire a single share of Chariot for $0.10, expiring 3 years from the date of issuance. Debt Transactions On 27 March 2025, the Company raised $2 million through the issuance of convertible notes, comprising of an initial drawdown of $600,000 and additional further drawdowns of up to $1,400,000 (“March Convertible Notes”). On 3 June 2025, the Company executed a letter of amendment to the March Convertible Notes to extend the non-conversion period from 1 June 2025 to 13 July 2025 for the issuance of 1,000,000 fully paid ordinary shares in the Company. 750,000 fully paid ordinary shares in the Company were also issued to consultant Max Wealthy International Limited for the facilitation and negotiation of the non-conversion period extension. On 10 July 2025, the Company refinanced the March Convertible Notes with an unsecured working capital facility of $880,000 (“July Loan”). Interest on the July Loan was 18% per annum and was payable upfront on drawn down. The Company agreed to pay an arrangement fee of $58,080 (plus GST), third- party legal fees of $5,000 and issue 6 million options exercisable at $0.10, expiring three (3) years from the date of issue to GAM. On 27 August 2025, the Company amended the July Loan to increase the loan amount to a total of A$1,600,000. The Company agreed to pay an additional arrangement fee of A$64,000 and issue $15,000 worth of fully paid ordinary Chariot shares and 3 million options exercisable at $0.10, expiring three (3) years from the date of issue to GAM. On 31 October 2025, the Company obtained additional loan funding via a secured loan of $1,200,000 with an interest rate of 18% per annum and a 12-month maturity (“Secured Loan”). In connection with the Secured Loan, Chariot issued 4,800,000 unlisted options exercisable at A$0.35, expiring 3 years from issue. Other Corporate Matters On 24 February 2025, pursuant to the capital raising in October 2024 and following shareholder approval on 11 February 2025, director Frederick Forni acquired 250,000 Chariot Shares, 125,000 options with a A$0.30 strike price expiring on 17 October 2025 and 125,000 options with a A$0.35 strike price expiring on 17 October 2026. On 15 August 2025, Mr. Brendan Borg was appointed as an Independent, Non-Executive Director of the Company. On 15 August 2025, Mr. Shanthar Pathmanathan, the Company’s Managing Director, was appointed Executive Chairman of the Board, in addition to continuing in his role as Managing Director. On 8 September 2025, Mr. Neil Stuart resigned as a Non-Executive Director of the Company. Directors’ Report (cont.) Chariot Resources Ltd | Consolidated Annual Financial Report 2025 11 | P a g e On 7 November 2025, the Company completed an OTCQB listing and commenced trading under ticker CHRTF. On 3 December 2025, the Company changed its name from Chariot Corporation Ltd to Chariot Resources Ltd as approved by shareholders at the Company’s general meeting on 26 November 2025. The Company’s constitution was also updated and amended. Dividends Paid or Recommended There were no dividends paid or declared during the current or previous financial period. Significant Changes in the State of Affairs There were no significant changes in the state of affairs of the Company during the financial period, other than the changes noted and described above 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. Events after Reporting Date On 19 February 2026, Jiangsu Greatpower NexEnergy Technology Co., Ltd., an affiliate of Shanghai Greatpower Nickel & Cobalt Materials Co., Ltd. (collectively, “Greatpower”) entered into a binding subscription agreement whereby Greatpower will become a significant Chariot shareholder with potential to explore further collaboration, subject to mutual agreement and applicable regulatory approvals. Under the Subscription Agreement, Greatpower has agreed to subscribe for: • 9,500,000 fully paid ordinary shares in Chariot at an issue price of A$0.15 per share, raising $1,425,000 (before costs); and • 19,000,000 free-attaching unlisted options (two options for every one subscription share), exercisable at A$0.30 per option and expiring two years from the date of issue. Completion is conditional upon Greatpower obtaining required PRC outbound direct investment and foreign exchange registrations/approvals to remit funds. The subscription date is defined as five (5) business days after Chariot receives written notification that these conditions have been satisfied. The long stop date is 15 April 2026. If the Conditions Precedent are not satisfied by 15 April 2026, the subscription will automatically lapse without liability to either party. On 16 March 2026, the Company announced it had received firm commitments to raise $2,150,000 through the issuance of shares at an issue price of $0.10 per share. As part of the placement, for every two (2) shares subscribed, participants will receive one (1) free attaching option under the existing option class CC9O. Each option entitles the holder to acquire one (1) share in Chariot at an exercise price of $0.10, expiring 19 December 2028. Directors’ Report (cont.) Chariot Resources Ltd | Consolidated Annual Financial Report 2025 12 | P a g e On 26 March 2026 Chariot entered into a loan agreement with GAM Company Pty Ltd (“GAM”) for a secured A$3.5 million loan facility (the “Loan”). Chariot will apply the Loan primarily to repay A$2.824 million of existing debt and associated transaction costs, and may use any remaining balance for working capital. 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 Exercise Price Expiry Date 1,000,000 $0.585 27 October 2026 7,685,382 $0.35 17 October 2026 62,500 $0.30 7 June 2026 62,500 $0.60 7 June 2026 100,000 $0.90 7 June 2027 150,000 $1.20 7 June 2027 375,000 $1.50 7 June 2027 43,473,750 $0.10 19 December 2028 1,500,000 $0.21 11 July 2027 8,000,000 $0.35 16 December 2028 During the year no options were exercised. 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: Issue date Hurdle for vesting Expiry Date Number of Rights 12 October 2023 Various 12 October 2026 4,050,000 12 October 2023 Various 12 October 2027 500,000 22 December 2025 Various 19 October 2026 2,750,000 22 December 2025 Various 19 October 2027 2,000,000 22 December 2025 Various 22 December 2030 14,250,000 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. Directors’ Report (cont.) Chariot Resources Ltd | Consolidated Annual Financial Report 2025 13 | P a g e 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 30,989,244 fully paid ordinary shares and 10,250,000 performance rights 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 principal