Annual report
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Annual Report 2026 ABN 41 141 940 230 wiagold.com.au
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Table of Contents Corporate Directory 3 Chairman's Letter 4 Review of Operations 5 Directors’ Report 11 Auditor’s Independence Declaration 26 Consolidated Statement of Profit or Loss and Other Comprehensive Income 27 Consolidated Statement of Financial Position 28 Consolidated Statement of Changes in Equity 29 Consolidated Statement of Cash Flows 31 Notes to the Financial Statements 32 Consolidated Entity Disclosure Statement 68 Directors’ Declaration 69 Independent Audit Report 70 Annual Statement of Reserves and Resources 75 ASX Additional Shareholders Information 79 T enement Information 81 WIA GOLD ANNUAL REPORT | 2026 2
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Corporate Directory Directors Josef El-Raghy Non-Executive Chairman Henk Diederichs Managing Director and Chief Executive Officer (appointed 1 February 2026) Andrew Pardey Non-Executive Director Mark Arnesen Non-Executive Director Adam Smits Non-Executive Director (appointed 5 March 2026) Company Secretary Joanna Kiernan Registered Office & Principal Place of Business Level 1, 130 Hay Street Subiaco, WA 6008. info@wiagold.com.au wiagold.com.au Auditors Pitcher Partners BA&A Pty Ltd Level 11, 12-14 The Esplanade Perth WA 6000 (08) 9322 2022 Share Registry Automic Group Level 5 191 St Georges T errace Perth WA 6000 1300 288 664 automicgroup.com.au Lawyers Herbert Smith Freehills Kramer Level 11/1 The Esplanade Perth WA 6000 Securities Exchange Listing Australian Securities Exchange Limited (ASX) ASX Code: WIA WIA GOLD ANNUAL REPORT | 2026 3
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Chairman's Letter Dear Fellow Shareholders, I am pleased to present the Wia Gold Limited 2026 Annual Report. This year, our Kokoseb Gold Project (Kokoseb or the Project) continued on its path towards production and your company is now an exploration and development company. In just over five years the Project has advanced from greenfields discovery to one of Africa's most compelling emerging gold projects with Kokoseb now funded and on a clear path to production whilst still maintaining a focus on growth through exploration. During the year we delivered on many major milestones. In September 2025 the Scoping Study was delivered which clearly defined a project with robust economics and rapid payback. February 2026 saw Henk Diederichs join the Company as Managing Director and Chief Executive Officer, bringing a strong background in African project development and operations and alongside Henk we have started to assemble the leadership team required to deliver on our exploration to production goals. August 2026 saw several major milestones delivered simultaneously with the completion of the Kokoseb Definitive Feasibility Study (DFS or Study), maiden ore reserve, upgraded mineral resource and planned funding pathway of the Project.1 The Study delivered a maiden Probable Ore Reserve of 1.95 million ounces and a robust mine plan with outstanding financial returns. Kokoseb is projected to produce from open pit only an average annual production of 150,000 ounces over the first ten years of a 14-year mine life. Using a conservative gold price of US$3,600 an ounce, the Project delivers a post-tax NPV of US$1.2 billion and an IRR of 41 per cent, positioning Kokoseb as a substantial, long-life and low-cost gold mine. Alongside the DFS, we announced a 29 per cent increase in the Mineral Resource to 3.78 million ounces, including a maiden high-grade underground resource. Mineralisation remains open at depth along more than five kilometres of strike with drilling during the year returning high-grade intercepts well below the current planned pit. We continue to define the underground resource with ongoing drilling and remain confident that Kokoseb offers significant upside potential beyond the current mine plan. In parallel with the Study, the Company secured the funding required to build Kokoseb. The indicative terms agreed with Sprott for a US$360 million senior debt facility are a strong endorsement of the quality of the Project and the work completed to date. On 18 September 2026, our shareholders approved a A$125 million placement, bringing total equity raised since May 2026 to A$217 million and on completion of the Sprott debt facility, the Project will be fully funded to first gold. In Namibia we experience strong co-operation with our fellow shareholder in the Project, Epangelo Mining, Namibia's state-owned mining company. Namibia remains one of Africa's premier mining jurisdictions, and I thank the Government of Namibia, our partners at Epangelo, and the communities of the Erongo Region for their engagement through the year. We enter the year ahead with a defined ore reserve, a funded development plan and first gold targeted for the fourth quarter of 2028. Our focus now is execution and continuing to explore Kokoseb's full potential. I thank my fellow directors and the whole Wia team for their commitment through a demanding and productive year, and on behalf of the Board, I thank you, our shareholders, for your continued support as we build Namibia's next major gold mine. Josef El-Raghy Chairman 1. Refer ASX announcements dated 10 August 2026 entitled "Robust Definitive Feasibility Study and Project Financing Update" and "Kokoseb Mineral Resource Estimate Increases 29% to 3.78Moz Au". WIA GOLD ANNUAL REPORT | 2026 4
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Review of Operations Overview Wia Gold Limited is a Namibian focused gold exploration and development company advancing the Kokoseb Gold Project in the Erongo Region of Namibia, approximately 320 kilometres by road north-west of the capital, Windhoek. Kokoseb is held in a joint venture with Epangelo Mining Company (Pty) Ltd, the state-owned mining company of Namibia, and lies within the Company’s larger Damaran asset portfolio of nine tenements covering more than 2,700 square kilometres. Sustained drilling and study work through the period, together with milestones reached shortly after year end, converted Kokoseb from a large gold resource into a defined, financed and near-permitted development. The Company increased the Mineral Resource by 29 per cent to 3.78 million ounces, completed a Definitive Feasibility Study that established a maiden Ore Reserve of 1.95 million ounces, and put in place a funding package that fully funds the Project through construction to first gold. Kokoseb Gold Project Navachab Twin Hills Otjikoto NAMIBIANAMIBIA WIA GOLD ANNUAL REPORT | 2026 5
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Definitive Feasibility Study The Company released the Kokoseb Definitive Feasibility Study in August 2026, building on the Scoping Study completed in September 2025. The DFS considered open pit mining only, a conventional leach and carbon-in- pulp processing facility with a nameplate capacity of 5.25 Mtpa, water supply from borefields in the area, power from the Namibian grid, a filtered stack tailings storage facility and associated infrastructure. Cost estimates were prepared to an AACE Class 3 standard, to an accuracy of plus or minus 15 per cent. The open pit mining inventory of 72.9 million tonnes at 0.87 grams per tonne for 2.03 million ounces is drawn almost entirely from Ore Reserves, includes only 4.3 per cent of material from Inferred Mineral Resources, and excludes Inferred material from mill feed during the first five years of production. Key outcomes are set out below. Table 1 – Production and Operating Outcomes Unit Value Life of Mine (LOM) Y ears 14 T otal mining inventory Mt 72.9 Strip ratio (LOM average) waste:ore 5.5:1 Processing rate Mtpa 5.25 Average grade g/t Au 0.87 Average recovery % 90.4 Average annual gold production, first 5 years koz pa 161 Average annual gold production, first 10 years koz pa 150 Average annual gold production, LOM koz pa 131 T otal gold production koz 1,836 C1 cash operating cost (LOM) US$/oz 1,519 Table 2 – Financial Outcomes Unit Base Case (US$3,600/oz) Spot (US$4,075/oz) Gold price US$/oz 3,600 4,075 AISC (LOM) US$/oz 1,696 1,715 Average annual EBITDA (first 10 years) US$m 281 349 Pre-tax free cash flow (LOM) US$m 3,020 3,856 Post-tax free cash flow (LOM) US$m 1,914 2,442 Post-tax NPV5% US$m 1,214 1,577 Post-tax IRR % 41 49 Post-tax payback period Months 21 17 The spot case reflects the average July 2026 gold price. The pre-production capital estimate of US$475 million includes US$27 million of pre-production mining, US$40 million of contingency and US$50 million of additional strategic water and power infrastructure investment enabling future expansion optionality, including development of the Omaruru Alluvial Plains borefield and a 132 kV power connection. Project development will be preceded by a six-month execution readiness phase, that commenced upon completion of the DFS. During this period, project execution plans will be finalised, engineering and consulting groups will be engaged, front-end engineering and design (FEED) advanced, long lead and critical path procurement activities initiated, and final site investigations completed. From commencement of main construction, project delivery is anticipated to take approximately 22 months, with first gold production targeted for the fourth quarter of 2028. WIA GOLD ANNUAL REPORT | 2026 6
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Mineral Resource and Ore Reserve In August 2026, the Company announced an updated Mineral Resource Estimate for Kokoseb, increasing the total resource by 29 per cent to 3.78 million ounces, comprising 113 million tonnes at 1.0 gram per tonne gold. It is the Company’s fourth Mineral Resource Estimate, and the first to include an underground component, delivered approximately five years after the discovery of Kokoseb in May 2021. The update incorporated a maiden underground Inferred Mineral Resource and increased the open pit resource by 10 per cent. The open pit resource includes a higher-grade component of 50 million tonnes at 1.3 grams per tonne for 2.13 million ounces at a 0.80 gram per tonne cut-off. Approximately 2.01 million ounces, or 53 per cent of the total, sits in the Indicated category. Mineralisation remains open at depth along more than five kilometres of strike. Kokoseb August 2026 MRE vs previous MREs Table 3 – Kokoseb Mineral Resource Estimate Cut-off (g/t Au) T onnes (Mt) Grade (g/t Au) Gold (Moz) Open pit – Indicated 0.50 63.9 0.98 2.01 Open pit – Inferred 0.50 41 0.92 1.20 Open pit – T otal 0.50 105 0.96 3.23 Underground – Inferred 0.85 7.9 2.2 0.56 T otal 113 1.0 3.78 Kokoseb Mineral Resource estimates for selected cut-off grades. The estimates in this table are rounded to reflect their precision; rounding errors are apparent. The Definitive Feasibility Study defined a maiden Probable Ore Reserve for Kokoseb of 69.8 million tonnes at 0.87 grams per tonne gold for 1.95 million ounces. The Ore Reserve was derived from the Indicated component of the Mineral Resource Estimate and was estimated at a conservative gold price assumption of US$2,600 an ounce. Table 4 – Kokoseb Ore Reserve Ore Reserve category T onnes (Mt) Grade (g/t Au) Contained gold (Moz) Proved – – – Probable 69.8 0.87 1.95 T otal 69.8 0.87 1.95 Maiden underground Inferred MRE (7.9mt at 2.2 g/t Au for 0.56 Moz Au) May 2023 April 2024 Indicated Inferred (open pit) Inferred (underground) July 2025 August 2026 4 3 2 1 0 1.30 2.12 2.93 3.78 WIA GOLD ANNUAL REPORT | 2026 7
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Exploration – Kokoseb Drilling through FY2026 focused on confirming the continuity of the Kokoseb mineralised system at depth and defining the maiden underground Mineral Resource. As at 31 May 2026, drilling at Kokoseb totalled 191,840 metres, comprising 114,553 metres of reverse circulation drilling and 77,287 metres of diamond coring. Drilling continues with six diamond drill rigs on site, testing the continuity and extent of mineralisation at depth and assessing higher-grade zones to improve confidence in the underground resource. Drilling during the year identified a new high-grade zone beneath the Central Zone, approximately 700 metres below surface, and confirmed the continuity of the Central and Southern Zone high-grade plunging shoots, which were extended to 580 metres and 480 metres below the pit shell respectively and remain open at depth. Sparse deep drilling has also been used to estimate an underground Exploration Target of approximately 10 to 15 million tonnes at approximately 2 to 2.5 grams per tonne gold, in addition to and exclusive of the Mineral Resource. The potential quantity and grade of the Exploration Target is conceptual in nature, there has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource. Selected significant intercepts are set out below. Table 5 – Selected Significant Drill Intercepts Hole ID Intercept KDD115 22.0 m @ 14.87 g/t Au from 265.4 m KDD123 5.6 m @ 36.54 g/t Au from 370.0 m KRC577 4.0 m @ 19.41 g/t Au from 367.0 m KDD096 10.9 m @ 12.26 g/t Au from 223.5 m KDD147 9.0 m @ 10.64 g/t Au from 811.0 m KDD114 16.0 m @ 7.55 g/t Au from 708.0 m KDD129 20.7 m @ 5.77 g/t Au from 578.8 m, incl. 11.0 m @ 9.94 g/t Au KDD109 23.7 m @ 6.59 g/t Au from 519.6 m KDD134 10.8 m @ 5.16 g/t Au from 537.6 m, incl. 4.6 m @ 11.24 g/t Au KDD097 27.0 m @ 3.31 g/t Au from 474.0 m, incl. 11.0 m @ 5.21 g/t Au Intervals are downhole lengths. These intercepts were first reported in the Company’s ASX announcements dated 22 October 2025, 8 December 2025, 4 March 2026 and 15 June 2026. Regional Exploration The Company continued its regional reconnaissance program across the balance of its Damaran tenement portfolio, including stream sediment sampling and target generation across its exploration licences, testing targets prospective for gold. This work supports the Company’s longer-term objective of establishing a pipeline of discoveries beyond Kokoseb within its established Namibian licence position. Permitting and Approvals Project permitting is well advanced. The Mining Licence application was submitted in October 2025 and the Environmental and Social Impact Assessment in March 2026. Grant of the Mining Licence and Environmental Clearance Certificate is anticipated in the second half of 2026, and the Environmental and Social Impact Assessments for off-site infrastructure are underway. WIA GOLD ANNUAL REPORT | 2026 8
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Corporate Board and management The Company significantly strengthened its Board and management team during the year as Kokoseb advanced through the DFS and toward development. Henk Diederichs commenced as Managing Director and Chief Executive Officer effective 1 February 2026, with Josef El-Raghy transitioning from Executive Chairman to Non-Executive Chairman. Mr Diederichs brings more than 20 years of African mine development and operations experience, most recently as Chief Operating Officer of PDI Gold Limited and previously as Managing Director and CEO of OreCorp Limited. Adam Smits was appointed Non-Executive Director effective 5 March 2026. Mr Smits is a mechanical engineer with more than 30 years of international mine development and construction experience, including as Project Director on the Sissingue Gold Project in Côte d’Ivoire and the Grande Cote Mineral Sands project in Senegal. He joined Wia from Liontown Resources Limited, where he was Chief Operating Officer. David Edwards was appointed Chief Financial Officer effective 9 March 2026. Mr Edwards is a chartered accountant with more than 25 years of international financial leadership in resources and construction, including experience leading project financing strategies and managing finance operations across African jurisdictions. Subsequent to year end, John Mussett joined the Company as Project Director and will lead the development of Kokoseb. Mr Mussett brings extensive international project development experience, most recently as Project Director and Senior Vice President Projects at Aris Mining Corporation, where he was responsible for a US$2.6 billion portfolio of projects across Colombia and Guyana, and previously as Project Director for AngloGold Ashanti’s US$500 million Obuasi Gold Mine redevelopment in Ghana. Project financing During the year the Company advanced project financing in parallel with the Definitive Feasibility Study, running a competitive process across debt funds, streaming groups and commercial banks. Following an initial phase of independent technical review and lender due diligence, the Company agreed an indicative, non-binding term sheet with Sprott Resource Lending Corp. for a facility comprising a US$360 million senior secured debt facility and a subscription of US$15 million in any future equity raise. Key terms include a tenor of approximately six years, an interest rate linked to SOFR plus a margin, interest capitalised for the first two years, and no mandatory hedging requirement. Provision of the facility remains subject to conditions customary for a facility of this nature, including completion of due diligence, execution of definitive documentation, final investment committee approval, and receipt of the Mining Licence and Environmental Clearance Certificate. On financial close, US$50 million will be available to draw with the balance available to fund construction, and the Company will issue Sprott with 67,500,000 warrants over unissued shares. The Company is targeting financial close in the fourth quarter of 2026. WIA GOLD ANNUAL REPORT | 2026 9
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Placements In addition to the proposed debt facility, the Company raised equity through the year to fund exploration, study work and development readiness, attracting strong support from high-quality domestic and offshore institutions and reflecting growing recognition of Kokoseb as one of Africa’s most compelling emerging gold projects. In August 2025 the Company raised A$30 million at A$0.30 per share from domestic and offshore institutional and sophisticated investors to underpin an accelerated exploration and resource growth program at Kokoseb. This was followed in May 2026 by a placement of A$92 million at A$0.46 per share to new and existing institutional and sophisticated investors, with proceeds applied to execution readiness and early works, pre-production capital, project studies, permitting and regional exploration. In August 2026 the Company raised a further A$125 million at A$0.425 per share, a nil discount to the last traded price, from new and existing institutional and sophisticated investors. The placement was approved by shareholders at a general meeting on 18 September 2026, with proceeds to be applied to pre- production capital and key workstreams that de-risk project execution. T ogether with the proposed Sprott facility and existing cash reserves, the placement completes the funding package required to advance Kokoseb through construction and into production, with first gold targeted for the fourth quarter of 2028. WIA GOLD ANNUAL REPORT | 2026 10
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Directors’ Report The Directors present their report, together with the financial statements, on the consolidated entity (the Group) consisting of Wia Gold Limited (Wia Gold or the Company) and the entities it controlled at the end of, or during, the year ended 30 June 2026. Directors The names of Directors in office at any time during or since the end of the year are: Josef El-Raghy Non-Executive Chairman Henk Diederichs Managing Director & Chief Executive Officer (appointed 1 February 2026) Andrew Pardey Non-Executive Director Mark Arnesen Non-Executive Director Adam Smits Non-Executive Director (appointed 5 March 2026) Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. Principal Activities The principal activity of the Group is exploration and project development. No significant change in the nature of this activity occurred during the year. Operating Results The net loss for the year ended 30 June 2026 was $16,129,702 (2025: $5,348,684). At the end of the financial year the Group had $119,065,221 (2025: $29,014,968) in cash and at call deposits. Net assets of $173,895,797 (2025: $71,112,755) were comprised mainly of cash and at call deposits as well as carried forward exploration and evaluation expenditure of $50,184,190 (2025: $42,444,681). Review of Operations A review of operations of the Group during the financial year is set out on pages 5-10. Dividends No dividends have been paid or declared since the start of the financial year. No recommendation is made as to dividends. Significant Changes in State of Affairs In November 2025 the Company agreed to divest its non-core Côte d’Ivoire exploration assets to ASX-listed Santa Fe Minerals Limited (ASX: SFM), completing the transaction on 2 February 2026. Under the agreement the Company sold its 80% interest in the Dialakoro, Issia and Mankono Ouest permits and various permits under application, in consideration for 20 million shares and 8 million performance rights in Santa Fe retaining exposure to future upside. There were no other significant changes in the state of affairs of the Group during the financial year. Subsequent Events On 12 August 2026, the Company announced a placement to raise $125 million, before costs, at $0.425 per share. The placement comprised the issue of 294,117,648 new fully paid ordinary shares and was subject to shareholder approval that was subsequently received at a general meeting of shareholders on 18 September 2026. No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years. WIA GOLD ANNUAL REPORT | 2026 11
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Material Business Risks The Group’s main undertaking has been the development of the Kokoseb Gold Project in Namibia. The Company is exposed to business risks that have the potential to impact the achievement of business strategies. The Group regularly reviews the possible impact of these risks and seeks to minimise the impact through a commitment to its corporate governance principles and its various risk management functions. The Group makes every effort to identify material risks and manage these effectively. This section does not attempt to provide an exhaustive list of risks faced by the Group or its investors, nor are they in any order of significance. The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Board can effectively manage them is limited. Liquidity and Capital Management The Company requires capital to develop the Kokoseb Project. Its ability to do so will depend on raising project debt and equity on acceptable terms. The Company has executed a term sheet for a senior debt facility, which remains subject to due diligence, credit approval and final documentation. If the required funding cannot be secured, development of the Kokoseb Project may be delayed or may not proceed. Once drawn, a debt facility will require the Company to meet repayment obligations and financial covenants. A failure to meet these obligations could allow lenders to require early repayment or enforce their security. Project Development and Construction Construction of the Kokoseb Project is subject to the risks common to mine development, including cost overruns, delays, contractor performance, the availability of equipment and materials, and the supply of power and water to site. Any of these could increase capital costs or delay first gold production. The Company’s capital cost and schedule estimates are based on the Definitive Feasibility Study and may change as detailed engineering and procurement progress. Permits and Approvals Development of the Kokoseb Project requires the grant of a mining licence, environmental clearance and other approvals from Namibian authorities. Delays in obtaining these approvals, or conditions attached to them, could delay development or increase costs. Market risk The price of gold is highly dependent on a variety of factors, including, among other things, international supply and demand, actions taken by governments, and global economic and political developments. Mineral Resources and Ore Reserves The Company’s estimates of Mineral Resources and Ore Reserves are estimates of mineralisation that have reasonable prospects for eventual economic extraction in the future, as defined by the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. These estimates are an expression of judgement based on knowledge, experience and industry practice when originally calculated. Health, Safety, Environment and Community (HSEC) International standards and environmental regulations in Namibia impose significant obligations on companies that conduct the exploration for and mining and processing of minerals. While the Company’s operating activities currently involve exploration and project development, it is fully aware of the safety risks associated with exploration and project development activities and has implemented leading practice safety management protocols and procedures. The Company’s activities may cause issues or concerns with the local communities in connection with, among other things, the potential effect on the environment as well as other social impacts relating to employment, local infrastructure and community development. The Company continues to work with the local communities on the implementation of HSEC practices to ensure that it retains a sound relationship with those communities based on transparency, trust and mutual respect. WIA GOLD ANNUAL REPORT | 2026 12
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Sovereign Risk Through its interests (direct and indirect) in Namibia and Australia, the Company’s activities could be affected by political instability and / or regulatory changes in those countries. The Company’s major exposure is in Namibia, the location of its Kokoseb Project. Key Personnel and Labour Market Risk The Company has a number of key management personnel on whom it depends on to manage and run its business. From time to time, the Company will require additional key personnel, as the Kokoseb Project grows. The Company recognises the importance of attracting and retaining key personnel, particularly given the remoteness of Kokoseb and adopts an approach to remuneration and working conditions to manage key personnel related risks. Exploration success The Company has had recent exploration success across its tenements in Namibia. The Board understands that given the complex nature of exploration, past success is not an indicator of ongoing exploration success. WIA GOLD ANNUAL REPORT | 2026 13
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Information On Directors And Company Secretary Mr Josef El-Raghy – Non-Executive Chairman Mr El-Raghy previously served as Chairman and CEO of Centamin plc (Centamin), a gold mining company that began on the ASX as a junior explorer with a market capitalisation of approximately $20 million. He oversaw the growth of Centamin through exploration, development and into production, where its market capitalisation eventually exceeded $4 billion. This journey included a listing on the LSE and eventual admission to the FTSE 250 index. During Josef’s tenure, Centamin successfully financed and developed the world-class Sukari Gold Mine (Sukari), the first large-scale modern gold mine in Egypt. Sukari began production in 2009 and saw gold production from open pit and underground operations ramp-up to approximately 500,000 ounces per annum. Centamin has returned almost $900m in dividends to shareholders. Mr El-Raghy holds a Bachelor of Commerce from the University of Western Australia and was formerly a director of both CIBC Wood Gundy and Paterson Ord Minnett and had a ten-year career in stockbroking. Other current directorships of listed companies: None Former directorships in last 3 years: AIC Mines Limited retired 22 July 2026 Mr Henk Diederichs – Managing Director & Chief Executive Officer (appointed 1 February 2026) Mr Diederichs is a qualified engineer with over 20 years of experience in the mining industry, specialising in project development and operations. He has successfully led multiple mining projects across various African jurisdictions and brings a wealth of leadership and technical expertise to Wia. Mr Diederichs was formerly Chief Operating Officer of ASX-listed PDI Gold Limited, which is advancing the Tier 1 Bankan Gold Project (Bankan) in Guinea. Mr Diederichs played a pivotal role in progressing Bankan through its Definitive Feasibility Study. He was previously Managing Director and Chief Executive Officer of OreCorp Limited, where he oversaw the advancement of the Nyanzaga Gold Project in Tanzania until its acquisition by Perseus Mining Limited in April 2024. He also held a key leadership role in the development and operation of Equinox Minerals’ Lumwana Copper Mine in Zambia, one of Africa’s largest open-pit copper mines, constructed at a capital cost exceeding US$800 million and later acquired by Barrick Gold Corporation for US$7 billion in 2011. Other current directorships of listed companies: None Former directorships in last 3 years: OreCorp Limited (Managing Director and CEO) resigned 11 April 2024 Mr Andrew Pardey – Non-Executive Director Mr Pardey has over 30 years in the mining industry with experience in exploration, project development, construction and operations and is currently the Non-Executive Chairman of ASX listed PDI Gold Limited. Between February 2015 and December 2019, he was Chief Executive Officer of Centamin Plc which holds the Tier 1 Sukari Gold Mine. Mr Pardey also served as General Manager Operations at Sukari before his previous appointment as Chief Operating Officer in May 2012. He was a major driving force in bringing Sukari into production, having joined during the mine’s construction phase, and was instrumental in the successful transition from construction into production. Mr Pardey holds a BSc in Geology and has also previously held senior positions in Africa, Australia and other parts of the world including with Guinor Gold Corporation and Ashanti Goldfields, now AngloGold Ashanti. Other current directorships of listed companies: PDI Gold Limited (Non-Executive Chairman) appointed 22 March 2021 Former directorships in last 3 years: None WIA GOLD ANNUAL REPORT | 2026 14
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Mr Mark Arnesen – Non-Executive Director Mr Arnesen is a Chartered Accountant with over 30 years’ experience in the international resources industry and extensive expertise in the structuring and negotiation of finance for major resource projects. Mr Arnesen has held executive roles with Billiton/Gencor, Ashanti Goldfields Company Limited, Equinox Minerals Limited, Gulf Industrials Limited and Nzuri Copper Limited. He has held non-executive director positions with Natasa Mining Limited, Asian Mineral Resources and Centamin Plc. Mr Arnesen holds a Bachelor of Commerce and Bachelor of Accounting. Other current directorships of listed companies: None Former directorships in last 3 years: None Mr Adam Smits – Non-Executive Director (appointed 5 March 2026) Mr Smits is a mechanical engineer with more than 30 years’ experience across project strategy, development, construction and operational leadership in the mining industry. He joined Wia Gold from Liontown Resources Limited, an emerging Tier-1 battery mineral producer at the Kathleen Valley Lithium Project in Western Australia, where he was Chief Operating Officer. He has significant mine development experience across Africa, including as Project Director on Perseus Mining Limited’s Sissingué Gold Project in Côte d’Ivoire and, with Mineral Deposits Limited, on the US$650 million Grande Côte Mineral Sands project in Senegal, which he oversaw from feasibility through to production. He also played a leading role in the development of the Sabodala Gold Project, and earlier held roles with Placer Dome Asia Pacific and Lycopodium Engineering. Mr Smits is a graduate of the Australian Institute of Company Directors and holds a Bachelor of Mechanical Engineering from the University of Western Australia. Other current directorships of listed companies: Minerals 260 Limited (Non-Executive Director) appointed 9 February 2026 Former directorships in last 3 years: None Joanna Kiernan - Company Secretary Ms Kiernan is a governance professional with over 18 years’ experience in the operation and administration of publicly listed companies, primarily in the resources sector. Ms Kiernan has held the role of Company Secretary for numerous ASX, AIM and SGX listed companies. Ms Kiernan is currently the Company Secretary of Asara Resources Limited and Marvel Gold Limited. Meetings of Directors The number of meetings of Wia Gold’s Board of Directors and of each Board committee held during the year ended 30 June 2026, and the numbers of meetings attended by each Director were as follows: Board Meetings Audit & Risk Committee Meetings Director Number eligible to attend Number attended Number eligible to attend Number attended Josef El-Raghy1 4 4 1 1 Henk Diederichs 2 2 * * Andrew Pardey 4 4 1 1 Mark Arnesen 4 4 1 1 Adam Smits1 1 1 - - * Not a member of the relevant committee. 1 On 5 March 2026 Adam Smits was appointed to the Audit & Risk Committee and Josef El-Raghy resigned. No committee meetings were held during the year from this date. WIA GOLD ANNUAL REPORT | 2026 15
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Environmental Regulation and Performance The Group’s environmental obligations are regulated under Namibian and Côte d’Ivoire legislation. Performance with respect to environmental obligations is monitored by the Board of Directors and may be subject to government agency audits and site inspections. No environmental breaches have been notified by any government agency during the year ended 30 June 2026. Proceedings on Behalf of the Group No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings. Auditor’s Independence Declaration Section 307C of the Corporations Act 2001 requires our auditors, Pitcher Partners BA&A Pty Limited to provide the directors of the Company with an Independence Declaration in relation to the audit of the financial report. This Independence Declaration is set out on page 26 and forms part of this directors’ report for the year ended 30 June 2026. Non-Audit Services The Group may decide to employ the auditor on assignments additional to their statutory audit duties because of the auditor’s expertise and experience with the Group. Details of the amounts paid or payable to the auditor, Pitcher Partners BA&A Pty Limited, for the audit services provided during the year are set out in note 17. There were no non-audit services provided by the auditors during the year, or prior year. Rounding Wia Gold is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2026/183, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the financial statements. Amounts in the financial statements have been rounded off to the nearest dollar in accordance with the instrument. Indemnification and Insurance of Directors and Officers During the year ended 30 June 2026, the Group paid a premium to insure the Directors and Officers of the Group against any liability incurred as a Director or Officer to the extent permitted by the Corporations Act 2001. The liabilities insured include the costs that may be incurred in defending proceedings that may be brought against the Directors and officers but does not include liabilities that arise from conduct involving a wilful breach of duty by the Officers or the improper use by the Officers of their position, or of information, to gain advantage for themselves or someone else or to cause detriment to the Group. The Group has not entered into any agreement with its current auditors indemnifying them against claims by a third party arising from their position as auditor. WIA GOLD ANNUAL REPORT | 2026 16
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Shares Under Option and Performance Rights At the date of this report, 17,065,217 unlisted options and 24,291,093 performance rights over new ordinary shares in the Group were on issue: Options Grant Date Date of Expiry Exercise Price Number 5 April 2023 23 March 2027 $0.065 5,000,000 T otal Cashless exercise options 5,000,000 16 March 2022 21 March 2027 nil 65,217 8 July 2024 17 July 2029 nil 12,000,000 T otal Zero exercise price options 12,065,217 Options T otal 17,065,217 Performance Rights Grant Date Date of Expiry Exercise Price Number 15 April 2024 24 April 2028 nil 5,000,000 7 March 2025 7 March 2029 nil 5,000,000 12 June 2025 12 June 2029 nil 1,000,000 16 October 2025 16 October 2029 nil 66,634 2 February 2026 2 February 2031 nil 7,500,000 4 March 2026 4 March 2031 nil 2,000,000 16 March 2026 16 March 2031 nil 1,500,000 8 September 2026 8 September 2030 nil 724,459 8 September 2026 8 September 2031 nil 1,500,000 Performance Rights T otal 24,291,093 1Options issued under a Company option plan in previous financial years, have a clause whereby the participant can exercise those options without having to pay cash for the exercise (cashless options). Cashless exercise allows a participant to elect that, in lieu of making payment of the total exercise price payable on exercise of their options, the participant will be issued that number of Shares equal in value to the difference between the market value of the underlying Shares that would be issued at the time of exercise and the exercise price that would otherwise be payable. Option holders do not have any rights to participate in any issue of shares or other interests of the Group or any other entity. For details of options issued to Directors and Key Management Personnel (KMP) as remuneration, refer to the remuneration report. During the year ended 30 June 2026, the Company issued a total of 7,618,408 ordinary shares as a result of the exercise of various options. This included the issuance of 3,000,000 ordinary shares following the exercise of options granted as remuneration to contractors at an exercise price of $0.065. Additionally, 4,618,408 ordinary shares were issued upon the exercise of options granted as remuneration to employees with a nil exercise price. During the year ended 30 June 2026, the Company also issued a total of 28,967,500 ordinary shares as a result of the exercise of various performance rights with a nil exercise price. Since the end of the financial year ended 30 June 2026, a total of 241,071 options with $nil exercise price and 459,140 performance rights with $nil exercise price have been exercised and 700,211 ordinary shares were issued following the exercises. Since the end of the financial year ended 30 June 2026, a total of 2,044,463 options with $nil exercise price and a total of 800,581 performance rights with $nil exercise price ceased because vesting conditions had not been satisfied or were incapable of being satisfied. WIA GOLD ANNUAL REPORT | 2026 17
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Remuneration Policy The Board is responsible for the Company’s remuneration policies and the packages applicable to Directors and other key management personnel. The policy is to set remuneration at competitive levels that attract and retain appropriately qualified and experienced Directors and executives, and the Board seeks independent advice on remuneration policies and practices where appropriate. The Group’s remuneration structures are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and support the creation of value for shareholders. In summary, the Group’s approach to remuneration is to: Provide remuneration that is competitive and consistent with market standards; Align remuneration with the Group’s overall strategy and shareholder interests; Reward superior performance within an objective and measurable incentive framework; Ensure that Executives understand the link between individual reward and Group and individual performance; Set remuneration at a level acceptable to shareholders; and Apply sufficiently flexible remuneration practices that enable the Group to respond to changing circumstances. Executive KMP remuneration comprises a fixed component (a contractual base fee) and a variable, at-risk component made up of short-term incentives (STI) and long-term incentives (LTI). Remuneration packages may include a mix of fixed and variable remuneration and short and long-term performance- based incentives and are reviewed annually. The Board is committed to issuing performance-based remuneration to attract and retain quality staff and management and to align remuneration with shareholder value. Balancing short-term and long-term performance Wia Gold considers performance-based remuneration to be a critical component of the overall remuneration framework, providing a structure that rewards personnel for achieving goals aligned to the Group’s strategy and objectives. Both STIs and LTIs are issued under the employee incentive plan adopted in November 2023, and include the issue of options and performance rights. Remuneration Report (Audited) This remuneration report, which forms part of the Directors’ report, sets out remuneration information for Wia Gold’s Directors and other Key Management Personnel (KMP) for the year ended 30 June 2026. The information in the remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001. The remuneration report is set out in the following manner: • Remuneration Policy • Non-executive Directors • Details of KMP • Service Agreements • Share Based Compensation • Statutory Key Performance Measures • Remuneration of KMP • KMP Interests • Other KMP Transactions WIA GOLD ANNUAL REPORT | 2026 18
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Short-term incentives The STI scheme links performance and reward with key measurable financial and non-financial key performance indicators (KPIs), providing personnel with clear and understandable targets aligned with the Group’s objectives. STIs are currently in the form of zero exercise price options and performance rights which vest on completion of the one-year period and specific KPIs being achieved. The number of options and performance rights that vest is determined by assessing the KMP and the Group’s performance against stated objectives to determine the percentage of objectives achieved. That percentage is then applied to the options or performance rights granted to determine the number that vest. The option or performance right holder then has four years in which to exercise the options or performance rights for nil consideration. Each vested STI option or performance right represents a right to be issued one Wia Gold share. The Board sets the objectives for the organisation to ensure alignment. The STI performance objectives are communicated to KMP at the beginning of the twelve-month performance period, with performance evaluations conducted by the Board following the end of that period. There were no STI performance objectives applied to KMP in FY2026. Long-term incentives The KMP remuneration structure also seeks to drive performance and align with shareholder interests through LTI equity-based remuneration. This involves the issue of zero exercise price options and performance rights to KMP as LTIs. Subject to performance against agreed vesting criteria, LTI options can vest immediately to up to three years from the grant date and expire three to five years from the grant date. Performance rights expire four to five years from issue date and vest on the completion of various milestones. Each vested LTI option and performance right represents a right to be issued one Wia Gold share. The KPIs applied in assessing the vesting of LTI options are as follows: Execution of the Executive Services Agreement; The Company announcing the receipt of a mining licence and environmental licence for the Kokoseb Project; The Company announcing the execution of binding documentation for commercial financing of the development of the Kokoseb Project of a scale of at least that disclosed in the scoping study announced on 30 September 2025; The Company commencing Commercial Production of Gold at the Kokoseb Project and Share price performance against set targets for sustained periods of 30 days. WIA GOLD ANNUAL REPORT | 2026 19
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Non-Executive Directors Non-Executive Directors may from time to time be issued equity instruments as part of their remuneration, to align their interests with those of shareholders. There is no direct link between Non-Executive Director remuneration and the financial performance of the Group. At the Group’s current stage of exploration and development, financial performance does not reflect the geological results of its exploration activities, and therefore the value those activities add for shareholders. Non-Executive Directors receive no termination, or retirement benefits other than statutory superannuation. The Group did not engage remuneration consultants during the year ended 30 June 2026 but assessed the remuneration of key management personnel against industry benchmarks. The Non-Executive Directors are entitled to receive a fixed annual fee of $60,000 (including statutory superannuation). The Non-Executive Chairman is entitled to receive a fixed annual fee of $90,000 (including statutory superannuation), effective 14 April 2026. All Directors are entitled to have premiums on indemnity insurance paid by the Group. Details of KMP KMP are those persons having the authority and responsibility for planning, directing and controlling the activities of the Group. KMP comprise the Directors and Executives of the Group who have the ability to influence the financial and operating decisions. The KMP of Wia Gold for the year were: Directors Josef El-Raghy Non-Executive Chairman Henk Diederichs Managing Director & Chief Executive Officer (appointed 1 February 2026) Andrew Pardey Non-Executive Director Mark Arnesen Non-Executive Director Adam Smits Non-Executive Director (appointed 5 March 2026) Executives David Edwards Chief Financial Officer (appointed 9 March 2026) Scott Funston Chief Financial Officer (resigned 18 October 2025) WIA GOLD ANNUAL REPORT | 2026 20
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Service Agreements As at the date of this report, senior executives of the Group who are full-time employees, had conditions of employment as set out below: Name Mr Henk Diederichs Position Managing Director & Chief Executive Officer T erm expiring Until terminated under the terms of the Executive Services Agreement Commencement 1 February 2026 Salary $400,000 plus superannuation Short term incentive 150% of Base Salary to be issued annually in July as STI Performance Rights, on terms and conditions determined by the Board and subject to and conditional on the receipt of all necessary shareholder approvals Long term incentive 10,000,000 Performance Rights (refer Share Based Compensation below) T ermination notice 6 months by either party (1 month for termination on grounds of illness) T ermination payment An amount equal to the gross value of 12 months’ base salary less any sums paid by way of notice or payment in lieu of notice, together with any bonus payments and any payment in respect of benefits that would otherwise have fallen due to the Executive during the 6-month period following the cessation of the employment. Name Mr David Edwards Position Chief Financial Officer T erm expiring Until terminated under the terms of the Executive Services Agreement Commencement 9 March 2026 Salary $320,000 plus superannuation Short term incentive 50% of Base Salary to be issued annually in July as STI Performance Rights, on terms and conditions determined by the Board Long term incentive 2,000,000 Performance Rights (refer Share Based Compensation below) T ermination notice 3 months by either party (1 month for termination on grounds of illness) T ermination payment An amount equal to the gross value of 6 months’ base salary less any sums paid by way of notice or payment in lieu of notice, together with any bonus payments and any payment in respect of benefits that would otherwise have fallen due to the Executive during the 6-month period following the cessation of the employment. There are no service/employment agreements with any other of the Company’s KMP . Share Based Compensation On 2 February 2026, the Company granted 10,000,000 Performance Rights to Henk Diederichs as part of his long-term incentive package, pursuant to ASX Listing Rule 10.12 Exception 12 in connection with his appointment as a director. The Performance Rights were issued for nil cash consideration. Tranche 1 Tranche 2 Tranche 3 Tranche 4 Number of performance rights 2,500,000 2,500,000 2,500,000 2,500,000 Expiry date 5 years after the date of issue 5 years after the date of issue 5 years after the date of issue 5 years after the date of issue Vesting conditions Execution of the Executive Services Agreement The daily volume weighted average price per Share traded on the ASX being at least $0.55 over 30 consecutive days on which the Company's Shares have traded on the ASX The Company announcing the receipt of a mining lease and environmental licence for the Kokoseb Project The Company announcing the execution of binding documentation for commercial financing of the development of the Kokoseb Project of a scale of at least that disclosed in the scoping study announced on 30 September 2025 Exercise price ($) nil nil nil nil Fair value per performance right ($) 0.425 0.398 0.425 0.425 WIA GOLD ANNUAL REPORT | 2026 21
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The Performance Rights, and any Shares issued on their conversion, are subject to an escrow period of two years from the date of issue. The 2,500,000 Tranche 1 Performance Rights vested on execution of the Executive Services Agreement in February 2026, and in June 2026 they were exercised and 2,500,000 ordinary shares were issued. On 16 March 2026, the Company granted 2,000,000 Performance Rights to David Edwards as part of his long-term incentive package under the Company’s Employee Securities Incentive Plan. The Performance Rights were issued for nil cash consideration. Tranche 1 Tranche 2 Tranche 3 Tranche 4 Number of performance rights 500,000 500,000 500,000 500,000 Expiry date 5 years after the date of issue 5 years after the date of issue 5 years after the date of issue 5 years after the date of issue Vesting conditions Execution of the Executive Services Agreement The daily volume weighted average price per Share traded on the ASX being at least $0.55 over 30 consecutive days on which the Company's Shares have traded on the ASX The Company announcing the execution of binding documentation for commercial financing of the development of the Kokoseb Project of a scale of at least that disclosed in the scoping study announced on 30 September 2025 The Company commencing Commercial Production of Gold at the Kokoseb Project Exercise price ($) nil nil nil nil Fair value per performance right ($) 0.495 0.477 0.495 0.495 The Performance Rights, and any Shares issued on their conversion, are subject to an escrow period of two years from the date of issue. The 500,000 Tranche 1 performance rights vested on execution of the Executive Services Agreement in March 2026, and in June 2026 they were exercised and 500,000 ordinary shares were issued. On 4 March 2026, the Company granted 2,000,000 Performance Rights to Adam Smits as part of his long-term incentive package, pursuant to ASX Listing Rule 10.12 Exception 12 in connection with his appointment as a director. The Performance Rights were issued for nil cash consideration. Tranche 1 Tranche 2 Tranche 3 Tranche 4 Number of performance rights 500,000 500,000 500,000 500,000 Expiry date 5 years after the date of issue 5 years after the date of issue 5 years after the date of issue 5 years after the date of issue Vesting conditions Appointment to WIA Gold Board 12 months from the date of issue on the condition that the Director is still a member the Wia Gold Board. 24 months from the date of issue on the condition that the Director is still a member the Wia Gold Board. 36 months from the date of issue on the condition that the Director is still a member the Wia Gold Board. Exercise price ($) nil nil nil nil Fair value per performance right ($) 0.575 0.575 0.575 0.575 The 500,000 Tranche 1 performance rights vested upon Mr Smits' appointment to the Wia Gold Board in March 2026. The fair value of the performance rights was determined with reference to the underlying share price at the time of grant. WIA GOLD ANNUAL REPORT | 2026 22
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Statutory Key Performance Measures The Group aims to align KMP remuneration to the strategic and business objectives and the creation of shareholder wealth. The table below shows measures of the Group’s financial performance over the last five years as required by the Corporations Act 2001. These are not necessarily consistent with the measures used in determining the variable amounts of remuneration awarded to KMP , and consequently there may not always be a direct correlation between the statutory key performance measures and the variable remuneration awarded. Group performance metric 2026 2025 2024 2023 2022 Company share price (ASX: WIA) $0.460 $0.235 $0.092 $0.035 $0.089 Company loss after tax ($) 16,129,702 5,348,684 3,615,624 1,522,859 1,352,813 Remuneration of Key Management Personnel The following table sets out the remuneration of the KMP of the Group for the year ended 30 June 2026. 2026 Salary and fees $ Superannuation $ Options/ rights $ T otal $ Performance related % Directors Josef El-Raghy 17,349 2,082 315,262 334,693 94% Henk Diederichs¹ 179,487 12,500 2,810,359 3,002,346 94% Andrew Pardey 60,000 - 162,959 222,959 73% Mark Arnesen 53,571 6,429 162,959 222,959 73% Adam Smits² 17,248 2,070 435,823 455,141 96% Other KMP David Edwards³ 108,309 10,000 475,381 593,690 80% Scott Funston4,5 147,954 - (168,180) (20,226) - T otal 583,918 33,081 4,194,563 4,811,562 ¹ Appointed 1 February 2026. Share-based payments include $342,489 relating to 5,000,000 performance rights granted on 7 March 2025, before Mr Diederichs’ appointment as Managing Director and Chief Executive Officer. ² Appointed 5 March 2026. ³ Appointed 9 March 2026. ⁴ Ceased as KMP on 18 October 2025, Chief Financial Officer services provided through Resourceful International Consulting Pty Ltd. 5 The negative share-based payment amount represents the reversal of previously recognised share-based payment expense in accordance with the Company’s accounting policy following the forfeiture of unvested performance rights on cessation of employment. The “performance related %” represents the value of options and performance rights recognised as remuneration during the year, measured at grant-date fair value in accordance with AASB 2 Share-based Payment, expressed as a percentage of each individual’s total remuneration. Comparative remuneration for the year ended 30 June 2025 is set out below. 2025 Salary and fees $ Superannuation $ Options/ rights $ T otal $ Performance related % Directors Josef El-Raghy - - 386,582 386,582 100% Andrew Pardey 60,000 - 349,589 409,589 85% Mark Arnesen 53,832 6,191 349,589 409,612 85% Other KMP Scott Funston¹ 275,000 - 544,180 819,180 66% T otal 388,832 6,191 1,629,940 2,024,963 ¹ Appointed 1 July 2024. Chief Financial Officer services provided through Resourceful International Consulting Pty Ltd. WIA GOLD ANNUAL REPORT | 2026 23
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KMP Interests KMP Options Movements in options held by KMP during the year ended 30 June 2026 are set out below. 2026 Balance at beginning of year Granted Value $ Exercised Lapsed Balance at end of year Vested Unvested Directors Josef El-Raghy - - - - - - - - Henk Diederichs - - - - - - - - Andrew Pardey 6,000,000 - - - - 6,000,000 2,000,000 4,000,000 Mark Arnesen 11,000,000 - - - - 11,000,000 7,000,000 4,000,000 Adam Smits - - - - - - - - Other KMP David Edwards - - - - - - - - Scott Funston - - - - - - - - T otal 17,000,000 - - - - 17,000,000 9,000,000 8,000,000 KMP Performance Rights Movements in performance rights held by KMP during the year ended 30 June 2026 are set out below. 2026 Balance at beginning of year Granted Value $ Exercised Lapsed Balance at end of year Vested Unvested Directors Josef El-Raghy 25,000,000 - - (20,000,000) - 5,000,000 - 5,000,000 Henk Diederichs1 5,000,000 10,000,000 4,182,000 (2,500,000) - 12,500,000 2,500,000 10,000,000 Andrew Pardey - - - - - - - - Mark Arnesen - - - - - - - - Adam Smits - 2,000,000 1,150,000 - - 2,000,000 500,000 1,500,000 Other KMP David Edwards - 2,000,000 981,200 (500,000) - 1,500,000 - 1,500,000 Scott Funston 8,000,000 - - (4,000,000) (4,000,000) - - - T otal 38,000,000 14,000,000 6,313,200 (27,000,000) (4,000,000) 21,000,000 3,000,000 18,000,000 1Mr Diederichs held 5,000,000 Performance Rights on appointment. WIA GOLD ANNUAL REPORT | 2026 24
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KMP Shareholdings Movements in shares held by KMP during the year ended 30 June 2026 are set out below. 2026 At start of year Options / rights exercised Net change other2 At end of year Directors Josef El-Raghy 86,666,667 20,000,000 - 106,666,667 Henk Diederichs1 1,766,530 2,500,000 - 4,266,530 Andrew Pardey 9,522,511 - - 9,522,511 Mark Arnesen2 4,946,000 - 175,000 5,121,000 Adam Smits - - - - Other KMP David Edwards - 500,000 87,500 587,500 Scott Funston3 300,000 4,000,000 (4,300,000) - T otal 103,201,708 27,000,000 (4,037,500) 126,164,208 1Mr Diederichs held 1,766,530 shares on appointment. 2Net change other comprises 262,500 shares acquired through on-market purchases. 3Ceased as KMP on 18 October 2025. Interest shown up to date they ceased being a KMP . Other KMP Transactions Mr El-Raghy is a former Director of AIC Mines Limited, an ASX-listed company that has a sub-lease agreement with Wia Gold. Under this arrangement AIC is reimbursed, at cost, for office and car parking space. AIC was also reimbursed, at cost, for an office fit-out. Related party transactions 2026 $ 2025 $ Payments to AIC Mines Limited (ex-GST) 4,257 12,094 Amounts outstanding at 30 June (ex-GST) - - Mr Funston (resigned 18 October 2025) controlled Resourceful International Consulting Pty Ltd (RIC), which provided Chief Financial Officer services to Wia Gold on normal commercial terms. Amounts in respect of these services are included in the remuneration table above. Non-binding vote at the Annual General Meeting At the Company's Annual General Meeting held on 20 November 2025, shareholders adopted the remuneration report for the year ended 30 June 2025. No comments were made on the remuneration report at the meeting, and no changes to the Company's remuneration policies or practices were required as a result of the vote. End of Remuneration Report Signed in accordance with a resolution of the Directors. Josef El-Raghy Chairman Perth, 23 September 2026 WIA GOLD ANNUAL REPORT | 2026 25
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AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF WIA GOLD LIMITED AND ITS CONTROLLED ENTITIES 26 In accordance with section 307C of the Corporations Act 2001, I declare to the best of my knowledge and belief in relation to the audit of the financial report of Wia Gold Limited and its controlled entities for the year ended 30 June 2026, there have been: • no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and • no contraventions of the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) in relation to the audit. This declaration is in respect of Wia Gold Limited and the entities it controlled during the year. PITCHER PARTNERS BA&A PTY LTD MARIUS VAN DER MERWE Executive Director Perth, 23 September 2026 Adelaide | Br isbane | Melb ourne | Ne wcastle | Pe rth | Syd ney Pitcher Partners is an association of independent firms. Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities. pitcher.com.au . Pitcher Partners BA&A Pty Ltd An independent Western Australian Company ABN 76 601 361 095. Level 9, 191 St Georges Terrace, Perth WA 6000 Registered Audit Company Number 467435. Liability limited by a scheme under Professional Standards Legislation.
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Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 14 Notes 2026 $ 2025* $ Continuing operations: Interest income 1,968,029 832,760 Corporate and administration expenses (757,360) (978,956) Director and employee expenses 3 (967,650) (502,575) Share based payments 22(b) (4,610,957) (2,572,243) Impairment of exploration and evaluation assets 9 (2,103,063) (797,512) Depreciation expense 10 (80,514) (66,650) Foreign currency exchange (losses) / gains (20,295) 35,524 Loss before income tax (6,571,810) (4,049,652) Income tax expense 5 - - Total loss for the year from continuing operations (6,571,810) (4,049,652) Loss from discontinued operations 6 (9,557,892) (1,299,032) Total loss for the year (16,129,702) (5,348,684) Other comprehensive loss Items that may be reclassified through profit or loss: Movement in currency translation of foreign operations (402,241) 1,434,107 Items that will not be reclassified to profit or loss: Changes in the fair value of equity investments at Fair Value through Other Comprehensive Income (FVOCI) 11 (600,000) - Other comprehensive (loss)/income for the year, net of tax (1,002,241) 1,434,107 Total comprehensive loss for the year (17,131,943) (3,914,577) Loss for the year attributable to: Owners of the Company (14,153,423) (5,094,671) Non-controlling interest (1,976,279) (254,013) Total comprehensive (loss) / income attributable to: Owners of the Company (15,155,664) (3,650,872) Non-controlling interest (1,976,279) (263,705) Earnings per share for loss from continuing operations attributable to ordinary equity holders of the Company - basic loss per share (cents) 16 (0.44) (0.30) - diluted loss per share (cents) 16 (0.44) (0.30) Earnings per share for loss attributable to ordinary equity holders of the Company - basic loss per share (cents) 16 (0.95) (0.40) - diluted loss per share (cents) 16 (0.95) (0.40) *Comparative information has been re-presented to reflect the discontinued operation. Refer to note 6 for further details. The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 27
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Consolidated Statement of Financial Position At 30 June 2026 Wia Gold Limited Annual Report 2026 15 Notes 2026 $ 2025* $ 2024* $ ASSETS Current Assets Cash and cash equivalents 7 119,065,221 29,014,968 15,051,079 Prepayments 19,952 19,054 35,001 Trade and other receivables 8 2,307,101 610,751 1,253,712 Total Current Assets 121,392,274 29,644,773 16,339,792 Non-Current Assets Exploration and evaluation 9 50,184,190 42,444,681 27,166,099 Property, plant and equipment 10 234,568 299,283 260,405 Financial assets at fair value through OCI 11 5,000,000 - - Total Non-Current Assets 55,418,758 42,743,964 27,426,504 TOTAL ASSETS 176,811,032 72,388,737 43,766,296 LIABILITIES Current Liabilities Trade and other payables 13 2,803,954 1,205,414 1,170,445 Provisions 111,281 70,568 - Total Current Liabilities 2,915,235 1,275,982 1,170,445 TOTAL LIABILITIES 2,915,235 1,275,982 1,170,445 NET ASSETS 173,895,797 71,112,755 42,595,851 EQUITY Contributed equity 14 219,650,245 100,944,664 69,764,181 Reserves 15 (4,785,296) 294,392 293,751 Accumulated losses (50,808,294) (36,654,871) (31,722,360) Equity attributable to the owners Wia Gold Limited 164,056,655 64,584,185 38,335,572 Non-controlling interest 9,839,142 6,528,570 4,260,279 TOTAL EQUITY 173,895,797 71,112,755 42,595,851 *Comparative information has been restated to reflect the change in accounting policy. Refer to note 26 for further details. The above statement of financial position should be read in conjunction with the accompanying notes Consolidated Statement of Financial Position At 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 28
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Consolidated Statement of Changes in Equity For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 16 Note Issued Capital $ Share-based payment reserve $ Foreign currency translation reserve $ Financial assets at FVOCI $ Other capital reserve $ Accumulated losses $ Total $ Non- controlling interest $ Total equity $ At 1 July 2025* 100,944,664 4,345,549 1,572,058 - (5,623,215) (36,654,871) 64,584,185 6,528,570 71,112,755 Total comprehensive loss for the year Loss for the year - - - - - (14,153,423) (14,153,423) (1,976,279) (16,129,702) Other comprehensive loss for the year - Foreign exchange translation differences - - (28,048) - - - (28,048) - (28,048) Transfer to profit or loss on disposal of foreign operation - - (374,193) - - - (374,193) - (374,193) Changes in FV of assets at FVOCI - - - (600,000) - - (600,000) - (600,000) Total comprehensive loss for the year - - (402,241) (600,000) - (14,153,423) (15,155,664) (1,976,279) (17,131,943) Adjustments arising on consolidation of subsidiaries Disposal of subsidiary 6 - - - - - - - 873,228 873,228 - - - - - - - 873,228 873,228 Transactions with owners, recorded directly in equity Free-carry exploration spend attributable to NCI - - - - (4,413,623) (4,413,623) 4,413,623 - Issue of shares 14 122,000,000 - - - - - 122,000,000 - 122,000,000 Transaction costs of share issue 14 (7,764,200) - - - - - (7,764,200) - (7,764,200) Exercise of options (cash) 195,000 - - - - - 195,000 - 195,000 Exercise of options (non -cash) 14 419,506 (419,506) - - - - - - - Exercise of performance rights (non -cash) 3,855,275 (3,855,275) - - - - Share based payments - 4,610,957 - - - - 4,610,957 - 4,610,957 At 30 June 2026 219,650,245 4,681,725 1,169,817 (600,000) (10,036,838) (50,808,294) 164,056,655 9,839,142 173,895,797 *Comparative information has been restated to reflect the change in accounting policy. Refer to note 26 for further details. Consolidated Statement of Changes in Equity For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 29
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Consolidated Statement of Changes in Equity For the year ended 30 June 2025 Consolidated Statement of Changes in Equity For the year ended 30 June 2025 Wia Gold Limited Annual Report 2026 17 Note Issued Capital Share-based payment reserve Foreign currency translation reserve Other capital reserve Accumulated losses Total Non-controlling interest Total equity $ $ $ $ $ $ $ $ At 1 July 2024* 69,764,181 3,256,711 128,259 (3,091,219) (31,722,360) 38,335,572 4,260,279 42,595,851 Total comprehensive loss for the year Loss for the year - - - - (5,094,671) (5,094,671) (254,013) (5,348,684) Other comprehensive loss for the year - Foreign exchange translation differences - - 1,443,799 - - 1,443,799 (9,692) 1,434,107 Total comprehensive loss for the year - - 1,443,799 - (5,094,671) (3,650,872) (263,705) (3,914,577) Transactions with owners, recorded directly in equity Free-carry exploration spend attributable to NCI - - - (2,531,996) (2,531,996) 2,531,996 - Issue of shares 14 30,900,015 - - - - 30,900,015 - 30,900,015 Transaction costs of share issue 14 (1,929,145) - - - - (1,929,145) - (1,929,145) Exercise of options (cash) 841,368 - - - - 841,368 - 841,368 Exercise of options (non -cash) 14 1,321,245 (1,321,245) - - - - - - Options lapsed - (162,160) - - 162,160 - - - Share based payments 47,000 2,572,243 - - - 2,619,243 - 2,619,243 At 30 June 2025* 100,944,664 4,345,549 1,572,058 (5,623,215) (36,654,871) 64,584,185 6,528,570 71,112,755 *Comparative information has been restated to reflect the change in accounting policy. Refer to note 26 for further details. WIA GOLD ANNUAL REPORT | 2026 30
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Consolidated Statement of Cash Flows For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 18 2026 2025 Notes $ $ Cash flows from operating activities Payments to suppliers and employees (3,099,056) (1,282,865) Interest received 1,731,450 832,760 Net cash flows used in operating activities 23 (1,367,606) (450,105) Cash flows from investing activities Payment for property, plant and equipment (51,807) (190,369) Exploration expenditure (22,719,190) (15,098,353) Cash held by subsidiary at date of disposal 6 (134,176) - Cash paid on disposal of subsidiary to settle working capital 6 (83,785) - Net cash flows used in investing activities (22,988,958) (15,288,722) Cash flows from financing activities Proceeds from issue of shares 14 122,000,000 30,899,999 Proceeds from exercise of options 195,000 841,368 Payments for capital raising 14 (7,764,200) (2,086,903) Net cash flows provided by financing activities 114,430,800 29,654,464 Net increase in cash and cash equivalents 90,074,236 13,915,637 Cash and cash equivalents at beginning of year 29,014,968 15,051,079 Effect of foreign currency translation on cash (23,983) 48,252 Cash and cash equivalents at end of year 7 119,065,221 29,014,968 The above statement of cash flows should be read in conjunction with the accompanying notes Consolidated Statement of Cash Flows For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 31
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 19 1. Corporate Information The financial report of Wia Gold Limited (Wia Gold or the Company) and its controlled entities (Group) for the year ended 30 June 2026 was authorised for issue in accordance with a resolution of the Directors on 23 September 2026. Wia Gold is a company incorporated and domiciled in Australia and limited by shares which are publicly traded on the Australian Securities Exchange. The accounting policies adopted in the preparation of these consolidated financial statements are set out below and have been applied consistently to all periods presented in the consolidated financial statements and by all entities in the Group. 2. Summary of material accounting policy information (a) Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and interpretations issued by the Australian Accounting Standards Board, and the Corporations Act 2001. The Company is a for-profit entity for the purposes of preparing the financial statements. (i) Compliance with IFRS Accounting Standards The consolidated financial statements of the Company also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). (ii) Going Concern The financial report has been prepared on a going concern basis, which assumes that the Group will continue in operation for the foreseeable future. (iii) Historical Cost Convention The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. (iv) Adoption of new and revised standards In the financial year ended 30 June 202 6, the Directors have adopted all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Group and effective for the current annual reporting period. As a result of this review the Group has not identified any material changes that need to be applied. (v) Accounting standards issued but not yet effective Certain new accounting standards and amendments to accounting standards have been published that are not mandatory for 30 June 2026 reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these new standards and amendments is set out below: AASB 18 Presentation and Disclosure in Financial Statements Effective for annual periods beginning on or after 1 January 2027, AASB 18 will replace AASB 101 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though AASB 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of profit or loss and other comprehensive income and providing management -defined performance measures within the financial statements. Management is currently assessing the detailed implications of applying the new standard on the Group’s consolidated financial statements. From the high-level preliminary assessment performed, the following potential impacts have been identified: • The line items presented on the primary financial statements might change as a result of the application of the concept of ‘useful structured summary’ and the enhanced principles on aggregation and disaggregation. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 32
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 20 • The Group does not expect there to be a significant change in the information that is currently disclosed in the notes because the requirement to disclose material information remains unchanged; however, the way in which the information is grouped might change as a result of the aggregation/disaggregation principles. In addition, there will be significant new disclosures required for: - management-defined performance measures; - a break-down of the nature of expenses for line items presented by function in the operating category of the statement of profit or loss – this break-down is only required for certain nature expenses; and - for the first annual period of application of AASB 18, a reconciliation for each line item in the statement of profit or loss between the restated amounts presented by applying AASB 18 and the amounts previously presented applying AASB 101 • From a cash flow statement perspective, there will be changes to how interest received and interest paid are presented. Interest paid will be presented as financing cash flows and interest received as investing cash flows, which is a change from current presentation as part of operating cash flows. The Group will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is required, and so the comparative information for the financial year ending 30 June 2027 will be restated in accordance with AASB 18. (vi) Critical Accounting Judgements and Estimates The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of ju dgement or complexity, or areas where assumptions and estimates are significant to the financial statements are: Carrying amount of exploration and evaluation asset The Group assesses impairment at each reporting date by evaluating conditions specific to each area of interest. Where these assessments indicate existence of an impairment trigger, an impairment test is performed on each such area of interest. Management considers various factors in assessing the existence of impairment indicators including currency of exploration rights, historical results of exploration and evaluation activities, technical estimates and commercial feasibility. Share-based payments The Group measures the cost of equity-settled transactions with employees and consultants, where the fair value of the services received cannot be reliably measured, by reference to the fair value of the equity instruments granted at the grant date. The fair value of the equity instruments is determined using an appropriate valuation model based on the terms and conditions of the award. Options without market-based vesting conditions are valued using a Black-Scholes valuation model, while performance rights without market -based vesting conditions are valued based on the fair value of the underlying shares at the date of the grant. Equity instruments incorporating market-based vesting conditions are valued using a Monte Carlo simulation model. The valuation models take into account the terms and conditions upon which the instruments were granted, including the probability of satisfying any non -market vesting conditions, where applicable. The assumptions used in the valuation of equity instruments are disclosed in Note 22. (b) Principles of consolidation Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Group as at 30 June 2026 and the results of all subsidiaries for the year then ended. Wia Gold and its subsidiaries together are referred to in this financial report as the Group. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of financial position respectively. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 33
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 21 (c) Functional and presentation currency The consolidated financial statements are presented in Australian dollars, which is the Group’s functional and presentation currency. The functional currency of the subsidiaries are West Africa Franc, Namibian Dollars and United States Dollars. The assets and liabilities of the Group’s foreign operations are expressed in Australian Dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (attributed to non-controlling interests as appropriate). (d) Foreign currency transactions Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when they are deferred in equity when they are attributable to part of the net investment in a foreign operation. Foreign exchange gains and losses are presented in the consolidated statement of profit or loss and other comprehensive income on a net basis. (e) Income tax The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income taxes are recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements, except where it arises from initial recognition of an asset or li ability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. (f) Impairment of non-financial assets Other non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. (g) Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 34
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 22 (h) Exploration and evaluation expenditure Exploration and evaluation expenditure, including the costs of acquiring licences and permits are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the Group has obtained the legal rights to explore an area are recognised in profit or loss. Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either: (i) the expenditures are expected to be recouped through successful development and exploitation or from sale of the area of interest; or (ii) activities in the area of interest have not at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. The cash generating unit shall not be larger than the area of interest. Once the technical feasibility and commercial viability of the extraction of minerals in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mineral property and development assets within property, plant and equipment. When an area of interest is abandoned or the Directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial period the decision is made. (i) Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. Depreciation is calculated using the straight -line method to allocate their cost, net of their residual values, over their estimated useful lives as follows: • Motor vehicles 5 years • Office and computer equipment 4 – 10 years • Furniture, fittings and equipment 4 – 10 years • Field equipment 5 – 10 years The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. (j) Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. (k) Equity Ordinary shares are classified as equity and incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 35
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 23 Share-based payment reserve The share-based payments reserve is used to record the fair value of options and performance rights issued but not exercised. Should the options or performance rights expire any amount relating to the expired instruments is transferred to accumulated losses. Where equity instruments do not vest because service or non-market vesting conditions are not satisfied, the cumulative share-based payment expense recognised is reversed. In the event the options or performance rights are exercised, any amount relating to the exercised options or performance rights are transferred to issued capital. Foreign currency translation reserve The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where the functional currency is different to the presentation currency of the reporting entity along with Wia’s share of the movement in its subsidiaries’ foreign currency translation reserve. Other capital reserve The other capital reserve is used to record the reserve arising from a non -controlling interest's free carry in a subsidiary, representing capitalised exploration expenditure funded by the Group on behalf of the non -controlling interest's proportionate share during the free carry period, with a corresponding amount recognised in non-controlling interests. The reserve is not recycled through profit or loss. It remains recognised in equity until the Group loses control of the subsidiary, at which point the reserve is transferred to accumulated losses. (l) Goods and Services Tax (GST) / Value Added Tax (VAT) Revenues, expenses and assets are recognised net of the amount of associated GST/VAT, unless the GST/VAT incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST/VAT receivable or payable. The net amount of GST/VAT recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of financial position. Cash flows are presented on a gross basis. The GST and VAT components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. (m) Investments and other financial assets (i) Classification The group classifies its financial assets in the following measurement categories: • those to be measured subsequently at fair value (either through OCI or through profit or loss), and • those to be measured at amortised cost The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded either in profit or loss or in OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition present subsequent changes in fair value in other comprehensive income. (ii) Recognition and derecognition Regular way purchases and sales of financial assets are recognised on trade date, being the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all of the risks and rewards of ownership. (iii) Measurement At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 36
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 24 Equity instruments The group subsequently measures all equity investments at fair value. Where the group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the group’s right to receive payments is established. (n) Share-based payments The cost of equity-settled share-based payments with employees, consultants and suppliers is measured by reference to the grant date fair value of the equity instruments awarded. The fair value is determined using valuation techniques appropriate to the terms and conditions of the award. The grant date fair value reflects the effect of any market vesting conditions and non-vesting conditions but excludes the impact of service conditions and non-market performance conditions.The fair value determined at grant date is recognised as an expense, together with a corresponding increase in equity, over the vesting period. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest based on the satisfaction of service conditions and non-market performance conditions. The cumulative expense recognised reflects the extent to which the vesting period has expired and the number of equity instruments expected to vest. No adjustment is made for the likelihood of market -based vesting conditions being satisfied after grant date, as these conditions are incorporated into the grant date fair value. No expense is recognised for equity instruments that do not ultimately vest because service conditions or non-market performance conditions are not satisfied. (o) Rounding The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2026/183, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the financial statements. Amounts in the financial statements have been rounded off to the nearest dollar in accordance with the instrument. (p) Interest income Interest income is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. (q) Discontinued Operations A discontinued operation is a component of the entity that has been disposed of and that represents a separate major line of business or geographical area of operations. The results of discontinued operations are presented separately in the statement of profit or loss. Refer to note 6 for details of the Group’s discontinued operation. (r) Change in accounting policy The Group adopted a voluntary change in its accounting policy for non-controlling interests and has applied the change retrospectively. As a result, balances of comparative periods have been restated. Previously, the Group's policy was to recognise movements in non -controlling interests only in line with their proportionate share of profits and losses, or changes in the proportion of equity interests held. Under the new policy, the Group also recognises non -controlling interests' proportionate share of contributions made on their behalf during a free carry arrangement. The Group believes this change in accounting policy results in more relevant and reliable information, as it better reflects the non-controlling interest's underlying interest in the subsidiary. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 37
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 25 3. Director and employee expenses 2026 2025 $ $ Salaries & fees 930,416 490,060 Superannuation 37,234 12,515 Total director and employee expenses 967,650 502,575 1Namibian corporate and administration expenses include recoveries of $302,825 relating to VAT refunds which were previously impaired. 4. Segment information Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers, being the Directors. The Group’s reportable segments in accordance with AASB 8 are as follows: Exploration – exploration carried out in Namibia, Corporate – management of corporate affairs and Exploration – exploration carried out in Côte d’Ivoire (discontinued operation (note 6)). 2026 Namibia $ Corporate $ Côte d’Ivoire (Discontinued) $ Total $ Interest income - 1,968,029 - 1,968,029 Corporate and administration expenses1 193,142 (950,502) (13,051) (770,411) Employee expenses - (967,650) - (967,650) Share based payments - (4,610,957) - (4,610,957) Impairment of exploration (2,103,063) - (8,880,060) (10,983,123) Depreciation expense (76,728) (3,786) - (80,514) Foreign currency loss - (20,295) - (20,295) Loss disposal - - (664,781) (664,781) Segment loss (1,986,649) (4,585,161) (9,557,892) (16,129,702) Segment assets 49,046,825 127,764,207 - 176,811,032 Segment liabilities (2,233,989) (681,246) - (2,915,235) Other Information Additions to PP&E 47,911 5,078 - 52,989 Additions to E&E 23,535,890 - 460,124 23,996,014 Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 38
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 26 5. Income tax expense 2026 2025 $ $ Major components of income tax expense are as follows: Income statement Current income tax - Current income tax expense (benefit) - - Deferred income tax - Relating to origination and reversal of temporary differences (90,643) 1,049,151 - Deferred income tax expense (benefit) not recognised 90,643 (1,049,151) Income tax expense reported in Consolidated Statement of Profit or Loss and Other Comprehensive Income - - A reconciliation of income tax expense applicable to accounting profit before income tax at the statutory income tax rate to income tax expense at the Group’s effective income tax rate for the years ended 30 June 2026 and 30 June 2025 is as follows: Accounting loss before income tax (16,129,702) (5,348,684) At the statutory income tax rate of 30% (2025: 30%) (4,838,911) (1,604,606) Add - Non-deductible expenses 5,054,041 782,050 - Effect of tax rates in foreign jurisdictions (149,138) (5,864) - Tax losses and temporary differences not brought to account as a deferred tax asset (65,992) 828,419 Income tax expense reported in income statement - - Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items: - Accumulated tax losses 5,649,522 5,286,123 - Other temporary differences 352,452 806,494 Potential unrecognised tax benefit at 30 June 6,001,974 6,092,617 2025 Namibia $ Corporate $ Côte d’Ivoire (Discontinued) $ Total $ Interest income - 832,760 - 832,760 Corporate and administration expenses (337,918) (641,038) (28,968) (1,007,924) Employee expenses - (502,575) - (502,575) Share based payments - (2,572,243) - (2,572,243) Impairment of exploration (543,915) (253,597) (1,270,064) (2,067,576) Depreciation expense (62,243) (4,407) - (66,650) Foreign currency (loss)/gain (119) 35,643 - 35,524 Segment loss (944,195) (3,105,457) (1,299,032) (5,348,684) Segment assets 29,923,392 27,675,847 14,789,498 72,388,737 Segment liabilities (735,130) (369,633) (171,219) (1,275,982) Other Information Additions to PP&E 190,369 - - 190,369 Additions to E&E 12,602,699 - 3,341,839 15,944,538 Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 39
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 27 Australian Operations The Group has total Australian carried forward revenue tax losses of $9,404,179 (2025: $9,101,782) available for offset against future assessable income of the Group. The tax losses do not expire under current legislation. In addition, the Group has carried forward net capital losses of $8,518,627 (2025: $8,518,627), which are available for offset against future Australian capital gains. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit or capital gains will be available against which the Group can utilise benefits. Namibian Operations Following the Income Tax Amendment Act, 2024 (Act No. 4 of 2024), section 21(1)(a) of the Namibian Income Tax Act limits the utilisation of carried- forward assessed losses to the greater of 1 million Namibian Dollars or 80% of taxable income calculated bef ore the deduction of section 36 capital allowances. Section 36 capital allowances (covering exploration and development expenditure) remain deductible in full and are not restricted by the 80% limitation. Section 21(1A) restricts the carry -forward of assessed losses to a maximum of ten years for mining companies. As at 30 June 2026, the Group has accumulated losses of $839,014 (2025: $732,271) which are subject to these limitations. 6. Discontinued operation (a) Description On 2 February 2026 the Company announced its successful completion of its divestment of its interest in all non -core gold exploration permits in Côte d’Ivoire to ASX listed Santa Fe Minerals Limited (Santa Fe). Pursuant to the binding Share Sale Agreement with Santa Fe, the Company was issued 20,000,000 ordinary fully paid shares in Santa Fe and 8,000,000 performance rights that convert to ordinary fully paid shares upon achievement of certain milestones. Financial information relating to the Company's exploration interests in Côte d’Ivoire has been reported in the current period as a discontinued operation. (b) Financial performance and cashflow information The financial performance and cash flow information presented below are for the 7-month period to 2 February 2026 and the year ended 30 June 2025. The results of the discontinued operation are as follows: 2026 2025 $ $ Impairment of exploration and evaluation assets (8,880,060) (1,270,064) Corporate and administration expenses (13,051) (28,968) Loss on disposal of subsidiary (664,781) - Loss before income tax (9,557,892) (1,299,032) Income tax expense - - Loss from discontinued operations (9,557,892) (1,299,032) Exchange differences on translation of discontinued operations 1,289,236 1,402,200 FCTR Gain on disposal of subsidiary recycled to Profit and Loss (374,193) - Other comprehensive income from discontinued operations 915,043 1,402,200 Net cash outflow from operating activities (13,051) (28,968) Net cash outflow from investing activities (460,124) (3,748,843) Net cash outflow from financing activities - - Net decrease in cash used by discontinued operations (473,175) (3,777,811) Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 40
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 28 (c) Details of the sale of the subsidiary 2026 $ Consideration received Equity investments in Santa Fe Minerals Limited measured at FVOCI 5,600,000 Cash paid on disposal of subsidiary to settle working capital (83,785) 5,516,215 Net assets disposed of (5,681,961) Add: non-controlling interest derecognised (873,228) Carrying amount of net assets disposed of attributable to owners of the parent (6,555,189) Loss on disposal before reclassification of foreign currency translation reserve (1,038,974) Reclassification of foreign currency translation reserve 374,193 Loss on disposal of subsidiary (664,781) The carrying amount of assets and liabilities as at the date of sale (2 February 2026) were: 2026 $ Cash and cash equivalents 134,176 Trade and other receivables 93,478 Exploration and evaluation 5,600,000 Property, plant and equipment 4,326 Total assets 5,831,980 Trade and other payables (150,019) Total liabilities (150,019) Net assets 5,681,961 7. Cash and cash equivalents 2026 2025 $ $ Cash at bank and on hand 119,065,221 29,014,968 119,065,221 29,014,968 The weighted average interest rate for the year ended 30 June 2026 was 4.36% (2025: 3.64%) 8. Trade and other receivables 2026 2025 $ $ Current GST and VAT receivable 2,064,431 502,776 Other receivables 242,670 107,975 2,307,101 610,751 Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 41
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 29 9. Exploration and evaluation (a) Reconciliation of exploration and evaluation expenditure 2026 2025 $ $ Opening balance 42,444,681 27,166,099 Exploration expenditure capitalised during the year 23,996,014 15,944,538 Impairment of exploration and evaluation assets (10,983,123) (2,067,576) Disposal of exploration and evaluation assets (5,600,000) - Effect of exchange rate movements 326,618 1,401,620 Closing balance 50,184,190 42,444,681 Of which: Exploration and evaluation – Namibia 50,184,190 28,116,074 Exploration and evaluation – Côte d’Ivoire - 506,746 Exploration and evaluation – Côte d’Ivoire JV - Ivorian Resources Pty Limited, Battle Resources Pty Limited, Bouake Resources Pty Limited - 13,821,861 50,184,190 42,444,681 The Directors’ assessment of whether any triggers of impairment for the Group’s exploration and evaluation assets existed as at 30 June 2026 was after consideration of factors such as prevailing market conditions, previous expenditure for exploration work carried out on the tenements, maintaining rights to tenure, and the potential for mineralisation based on the Group’s and independent geological reports. The ultimate value of these assets is dependent upon recoupment by commercial development or the sale of the whole or part of the Group’s interests in these exploration properties for an amount at least equal to the carrying value. The Group has reviewed its existing tenements and has ceased further exploration and evaluation on certain tenements held as at 30 June 2026. This resulted in an impairment of $2,103,063 for the year ended 30 June 2026 relating to Namibian tenements (2025: $2,067,576 relating to Namibian and Côte d’Ivoire tenements). On 2 February 2026, the Company disposed of its wholly owned subsidiary, Glomin Services Limited ( Glomin), which held (through group entities) the Company’s Côte d’Ivoire exploration permits. The carrying value of Glomin’s net assets was written down to the recoverable amount of the assets resulting in additional impairment expense of $8,880,060 being recognised for the year ended 30 June 2026. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 42
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 30 10. Property, plant and equipment 2026 2025 $ $ Motor vehicle - At cost 354,924 556,273 - Accumulated depreciation (227,244) (325,659) Total motor vehicle 127,680 230,614 Office equipment - At cost 15,144 15,099 - Accumulated depreciation (5,931) (3,264) Total office equipment 9,213 11,835 Computer equipment - At cost 60,342 37,452 - Accumulated depreciation (17,966) (13,079) Total computer equipment 42,376 24,373 Field equipment - At cost 74,322 43,036 - Accumulated depreciation (19,023) (10,575) Total field equipment 55,299 32,461 Total property, plant and equipment 234,568 299,283 Motor Vehicles Computer Equipment Office Equipment Field Equipment Total Consolidated: Carrying amount 30 June 2025 230,614 24,373 11,835 32,461 299,283 Additions - 23,089 29,900 52,989 Depreciation capitalised (35,638) - - - (35,638) Depreciation expense (64,950) (4,853) (2,667) (8,044) (80,514) Disposals (4,326) (915) - - (5,241) Foreign exchange differences 1,980 682 45 982 3,689 Carrying amount 30 June 2026 127,680 42,376 9,213 55,299 234,568 Consolidated: Carrying amount 30 June 2024 213,248 22,724 14,102 10,331 260,405 Additions 160,639 5,622 - 24,107 190,368 Depreciation capitalised (70,034) - - - (70,034) Depreciation expense (55,032) (4,896) (1,907) (4,815) (66,650) Foreign exchange differences (18,207) 923 (360) 2,838 (14,806) Carrying amount 30 June 2025 230,614 24,373 11,835 32,461 299,283 Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 43
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 31 11. Financial Assets Measured at Fair Value (a) Equity investments at fair value through other comprehensive income The Group holds equity investments in Santa Fe Minerals Limited (Santa Fe), received as consideration for the disposal of Glomin Services Limited (Glomin) comprising 20,000,000 fully paid ordinary shares (subject to 12 month escrow). The investments are measured at fair value through other comprehensive income in accordance with AASB 9. 2026 $ 2025 $ Equity investments Australian listed equity securities 5,000,000 - 5,000,000 - Reconciliation of carrying amount Opening balance at 1 July - - Initial recognition on acquisition of shares (2 February 2026) 5,600,000 - Fair value loss recognised in other comprehensive income (600,000) - Closing balance at 30 June 5,000,000 - (b) Financial assets at fair value through profit or loss As further consideration for the disposal of Glomin, the Group also received 8,000,000 performance rights in Santa Fe, which convert into ordinary shares only if Santa Fe achieves specified reserve-proving milestones at its projects. These performance rights are classified as financial assets at fair value through profit or loss, with subsequent fair value movements recognised in profit or loss. As the probability and timing of the milestones being satisfied cannot currently be reasonably estimated, management has assessed the fair value of the performance rights as nil as at 30 June 2026. This assessment will be revisited at each reporting date as further information becomes available. (c) Fair value hierarchy All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, described as follows, and based on the lowest level input that is significant to the fair value measurement as a whole: Level 1: Quoted market prices in an active market (that are unadjusted) for identical assets or liabilities Level 2: Valuation techniques (for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable). Level 3: Valuation techniques (for which the lowest level input that is significant to the fair value measurement is unobservable). For financial instruments that are recognised at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re -assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. There were no transfers between categories during the year. The fair value of the Group’s cash and current receivable balances approximate their carrying amounts. The following table presents the group’s financial instruments measured and recognised at fair value: Financial Assets at 30 June 2026 Level 1 $ Level 2 $ Level 3 $ Total $ Equity investments1 5,000,000 - - 5,000,000 1The fair value of the 20,000,000 fully paid ordinary shares received as consideration for the disposal of Glomin is determine d by reference to the quoted market price of Santa Fe shares on the ASX at each measurement date. No discount has been applied in respect of the 12-month escrow restriction attaching to these shares, as management does not consider its effect on fair value to be material. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 44
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 32 12. Subsidiaries Country of Incorporation Proportion of Ownership Ownership held by non- controlling interests 30 June 2026 30 June 2025 30 June 2026 30 June 2025 Glomin Services Limited 2 Mauritius - 100% - - Damaran Exploration Namibia (Pty) Limited Namibia 100% 100% - - Aloe Investments One Hundred and Ninety -Two (Pty) Limited1 Namibia 100% 100% - - Gazania Investments Four Hundred and Twenty-Five (Pty) Limited1 Namibia 90% 90% 10% 10% Battle Resources Pty Ltd Australia - 80% - 20% Bouake Resources Pty Ltd Australia - 80% - 20% Ivorian Resources Pty Limited Australia - 80% - 20% Phab Investments (Pty) Ltd 1,3 Namibia 100% - - - Moaye SARL2 Côte d’Ivoire - 100% - - Rampage SARL2 Côte d’Ivoire - 100% - - Ivorian SARL2 Côte d’Ivoire - 100% - - Mandarin Investments (Pty) Limited1 Namibia 80% 80% 20% 20% 1 These entities hold exploration tenements in their country of incorporation. 2 These entities were disposed of during the year as part of the Group’s divestment of its interest in all non -core gold exploration permits in Côte d’Ivoire. 3 During the year ended 30 June 2026, Phab Investments (Pty) Ltd was newly incorporated as a wholly owned subsidiary of the Company . Subsidiaries with non-controlling interests Summarised financial information of each subsidiary that has non-controlling interests that are material to the Group is outlined below. The amounts disclosed for each subsidiary are before intercompany eliminations. Mandarin Investments (Pty) Limited 2026 2025 $ $ Current Assets - - Non-Current Assets 45,494,453 23,208,761 Current Liabilities 30,159 - Non-Current Liabilities - - Net Assets 45,464,294 23,208,761 Profit or loss and other comprehensive income Loss from continuing operations (54,076) (375,373) Other comprehensive loss - - Total comprehensive loss (54,076) (375,373) Accumulated non-controlling interest (20%) 9,092,855 4,641,748 Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 45
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 33 13. Trade and other payables 2026 2025 $ $ Trade creditors 2,203,798 886,306 Accruals and other payables 600,156 319,108 2,803,954 1,205,414 Trade creditors are non-interest bearing and are normally settled within 30 day terms. 14. Issued capital (a) Share capital 2026 $ 2025 $ Ordinary shares fully paid 219,650,245 100,944,664 (b) Movements in ordinary shares on issue Number $ Balance at 1 July 2025 1,365,288,356 100,944,664 Exercise of employee options at $nil July 2025 - non-cash 327,391 19,643 Exercise of Joint Lead Manager options at $0.065 July 2025 - cash 1,500,000 126,566 Exercise of employee options at $nil August 2025 - non-cash 2,455,537 196,224 Exercise of employee performance rights at $nil August 2025 - non-cash 4,000,000 376,000 Exercise of employee performance rights at $nil August 2025 - non-cash 725,000 94,250 Exercise of employee options at $nil September 2025 - non-cash 1,264,052 99,843 Exercise of Joint Lead Manager options at $0.065 March 2026 - cash 1,500,000 126,567 Exercise of employee options at $nil April 2026 - non-cash 80,357 6,421 Exercise of employee performance rights at $nil April 2026 - non-cash 580,000 89,900 Exercise of employee performance rights at $nil April 2026 - non-cash 362,500 47,125 Exercise of employee options at $nil April 2026 - non-cash 491,071 39,242 Exercise of employee performance rights at $nil May 2026 - non-cash 20,000,000 1,860,000 Exercise of employee performance rights at $nil June 2026 - non-cash 500,000 247,500 Exercise of employee performance rights at $nil June 2026 - non-cash 2,500,000 1,062,500 Exercise of employee performance rights at $nil June 2026 - non-cash 300,000 78,000 Placement at $0.30 27 August 2025 100,000,000 30,000,000 Placement at $0.46 27 May 2026 200,000,000 92,000,000 Transaction cost of share issues - (7,764,200) Balance at 30 June 2026 1,701,874,264 219,650,245 Ordinary shares have the right to receive dividends as declared, and in the event of a winding up of Wia Gold, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on sha res held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a shareholder meeting of Wia Gold. Ordinary shares have no par value. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 46
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 34 (b) Movements in ordinary shares on issue (continued) Number $ Balance at 1 July 2024 1,125,160,775 69,764,181 Exercise of employee options at $0.05 August 2024 – cash 2,401,840 120,092 Exercise of employee options at $0.05 August 2024 – non-cash 4,455,508 112,174 Exercise of employee options at $0.05 September 2024 – cash 841,836 42,092 Exercise of employee options at $0.10 September 2024 – cash 6,791,840 679,184 Exercise of employee options at $0.10 September 2024 – non-cash 6,486,917 443,063 Exercise of employee options at $nil October 2024 – non-cash 434,783 26,087 Exercise of employee options at $nil December 2024 – non-cash 4,910,714 392,420 Exercise of employee options at $nil February 2025 – non-cash 391,304 23,478 Exercise of employee options at $nil March 2025 – non-cash 200,000 12,000 Exercise of employee options at $nil May 2025 – non-cash 1,932,839 107,700 Exercise of employee options at $nil May 2025 – non-cash 30,000 1,800 Option premium for share -based payments - 249,523 Placement at $0.08 17 July 2024 11,250,000 900,000 Placement at $0.15 12 November 2024 192,633,333 28,895,015 Placement at $0.15 20 January 2025 7,366,667 1,105,000 Transaction cost of share issue - (1,929,145) Balance at 30 June 2025 1,365,288,356 100,944,664 Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 47
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Notes to the Financial Statements For the year ended 30 June 2026 Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 35 (c) Movement in options and performance rights ESS options ESS Director options ESS Director options Director performance rights Joint Lead Manager options KMP performance rights Employee performance rights Employee performance rights zero exercise price options expiring 6.5 cent options expiring zero exercise price options expiring zero exercise performance rights expiring 6.5 cent options expiring zero exercise price performance rights expiring zero exercise price performance rights expiring zero exercise price performance rights expiring 21-Mar-27 23-Mar-27 17-Jul-29 24-Apr-28 24-May-26 17-Jul-28 7-Mar-29 12-Jun-29 Number Number Number Number Number Number Number Number 2026 Opening balance 451,303 5,000,000 12,000,000 25,000,000 3,000,000 8,000,000 7,610,000 2,800,000 Issued - - - - - - Lapsed or cancelled - - - - (4,000,000) (942,500) (1,500,000) Exercised (386,086) - - (20,000,000) (3,000,000) (4,000,000) (1,667,500) (300,000) Closing balance 65,217 5,000,000 12,000,000 5,000,000 - - 5,000,000 1,000,000 Vested at 30 June 2026 65,217 5,000,000 4,000,000 - - - 2,500,000 - WIA GOLD ANNUAL REPORT | 2026 48
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Notes to the Financial Statements For the year ended 30 June 2026 Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 36 (c) Movement in options and performance rights (continued) ESS Options STI's ESS Options LTI's Director performance rights Executive Director performance rights KMP performance rights Employee performance rights zero exercise price options expiring zero exercise price options expiring zero exercise performance rights expiring zero exercise price performance rights expiring zero exercise price performance rights expiring zero exercise price performance rights expiring Weighted average price 5-Apr-27 5-Apr-29 4-Mar-31 2-Feb-31 16-Mar-31 16-Oct-29 Number Number Number Number Number Number Cents 2026 Opening balance 803,571 5,714,284 - - - - 0.7 Issued - - 2,000,000 10,000,000 2,000,000 1,326,535 Lapsed or cancelled - - - - - - Exercised (803,571) (3,428,750) - (2,500,000) (500,000) - Closing balance - 2,285,534 2,000,000 7,500,000 1,500,000 1,326,535 0.8 Vested at 30 June 2026 - 1,714,286 500,000 - - 526,134 2.3 WIA GOLD ANNUAL REPORT | 2026 49
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Notes to the Financial Statements For the year ended 30 June 2026 Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 37 (c) Movement in options and performance rights (continued) ESS options STI’s ESS options LTI’s ESS options ESS options Director options Director options ESS Director options Director performance rights 5 cent options expiring 10 cent options expiring zero exercise price options expiring zero exercise price options expiring 7.6 cent options expiring 6.5 cent options expiring zero exercise price options expiring zero exercise price performance rights expiring 30-Sep-24 30-Sep-24 21-Mar-25 21-Mar-27 26-May-25 23-Mar-27 17-Jul-29 24-Apr-28 Number Number Number Number Number Number Number Number 2025 Opening balance 14,955,098 24,552,032 1,026,087 4,329,275 3,000,000 5,000,000 - 25,000,000 Issued - - - - - - 12,000,000 - Lapsed (4,947,309) (13,721,010) - (3,708,842) (1,067,161) - - - Exercised (10,007,789) (10,831,022) (1,026,087) (169,130) (1,932,839) - - - Closing balance - - - 451,303 - 5,000,000 12,000,000 25,000,000 Vested at 30 June 2025 - - - 451,303 - 5,000,000 - 15,000,000 WIA GOLD ANNUAL REPORT | 2026 50
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Notes to the Financial Statements For the year ended 30 June 2026 Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 38 (c) Movement in options and performance rights (continued) Joint Lead Manager options KMP performance rights Employee performance rights Employee performance rights ESS options STI’s ESS options LTI’s 6.5 cent options expiring Zero exercise price performance rights expiring Zero exercise price performance rights expiring Zero exercise price performance rights expiring Zero exercise price options expiring Zero exercise price options expiring Weighted average price 24-May-26 17-Jul-28 7-Mar-29 12-Jun-29 5-Apr-27 5-Apr-29 Number Number Number Number Number Number cents 2025 Opening balance 3,000,000 - - - 5,714,285 5,714,284 4.3 Issued - 8,000,000 7,610,000 2,800,000 - - Lapsed - - - - - - Exercised - - - - (4,910,714) - Closing balance 3,000,000 8,000,000 7,610,000 2,800,000 803,571 5,714,284 0.7 Vested at 30 June 2025 3,000,000 2,000,000 2,022,500 - 803,571 2,857,413 1.6 The terms and conditions for the options issued are set out in note 22. No share-based payment arrangements were modified during the financial year. The weighted average share price (at the exercise date) for share options and performance rights exercised during the financial year was $0.405 (2025: $0.059). The weighted average remaining contractual life for share options and performance rights outstanding at the end of the financial year was 2.98 years (2025: 2.36 years). WIA GOLD ANNUAL REPORT | 2026 51
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 39 15. Reserves 2026 2025 $ $ Foreign Currency Translation Reserve Opening balance 1,572,058 128,259 Foreign exchange translation differences (28,048) 1,443,799 Transfer to profit or loss on disposal of foreign operation (374,193) - 1,169,817 1,572,058 Share-Based Payment Reserve Opening balance 4,345,549 3,256,711 Options exercised transferred to share capital (419,506) (1,321,245) Performance rights exercised transferred to share capital (3,855,275) - Options lapsed transferred to accumulated losses - (162,160) Share based payment expense (note 2 2) 4,610,957 2,572,243 4,681,725 4,345,549 Other Capital Reserve Opening balance (5,623,215) (3,091,219) Exploration asset spend under free-carry agreement attributable to non -controlling interest (4,413,623) (2,531,996) (10,036,838) (5,623,215) Revaluation of financial assets measured at FVOCI Opening balance - - Changes in the fair value of equity investments at FVOCI (600,000) - (600,000) - (4,785,296) 294,392 16. Earnings per share (a) Basic earnings per share 2026 2025 Cents Cents From continuing operations attributable to the ordinary equity holders of the Company (0.44) (0.30) From discontinued operations (0.51) (0.10) Total basic loss per share attributable to the ordinary equity holders of the Company (0.95) (0.40) (b) Diluted earnings per share From continuing operations attributable to the ordinary equity holders of the Company (0.44) (0.30) From discontinued operations (0.51) (0.10) Total diluted loss per share attributable to the ordinary equity holders of the Company (0.95) (0.40) Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 52
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 40 (c) Reconciliation of earnings used in calculating earnings per share Loss from continuing operations as presented in the statement of profit or loss and other comprehensive income (6,571,810) (4,049,652) Less: loss from continuing operations attributable to non -controlling interests - (254,013) Loss from continuing operations attributable to the ordinary equity holders (6,571,810) (3,795,639) Loss from discontinued operation (9,557,892) (1,299,032) Less: loss from discontinued operations attributable to non -controlling interests 1,976,279 - Loss attributable to the ordinary equity holders of the company used in calculating basic earnings per share (14,153,423) (5,094,671) (d) Weighted average number of shares used as the denominator 2026 2025 Number Number Weighted average number of ordinary shares used as the denominator in calculating earnings per share 1,481,309,094 1,281,050,372 17. Auditor’s remuneration 2026 2025 $ $ Audit services Audit and review of the financial reports: Pitcher Partners BA&A Pty Limited 56,717 46,621 Total remuneration 56,717 46,621 18. Subsequent Events On 12 August 2026, the Company announced a placement to raise $125 million, before costs, at $0.425 per share. The placement comprised the issue of 294,117,648 new fully paid ordinary shares and was subject to shareholder approval that was subsequently received at a general meeting of shareholders on 18 September 2026. 19. Commitments In order to maintain an interest in the exploration tenements in which the Group is involved, the Group is committed to meet the conditions under which the tenements were granted. There are no annual minimum spend requirements for Namibian tenements. The Company was previously committed to meet the conditions under which the Côte d’Ivoire tenements were granted prior to divestment. 2026 2025 $ $ Not later than one year - 508,132 Later than one year and not later than five years - 2,038,092 - 2,546,224 Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 53
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 41 20. Financial risk management objectives and policies Financial Risk Management Overview The Group has exposure to the following risks from their use of financial instruments: • Interest rate risk • Credit risk • Foreign currency risk • Liquidity risk This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group’s principal financial instruments are cash, short -term deposits, receivables and payables. All financial instruments are recognised at amortised cost, except the investment in Santa Fe Minerals Limited which is measured at fair value. Interest rate risk Interest rate risk is the risk that the value of a financial instrument and cash flows associated with the instrument will fluctuate due to changes in market interest rates. Interest bearing assets comprise cash and cash equivalents which are considered to be short-term liquid assets. It is the Group’s policy to settle trade payables within the credit terms allowed and therefore not incur interest on overdue balances. The following tables set out the carrying amount, by maturity, of the financial instruments that are exposed to interest rate risk: Fixed interest rate maturing in: Floating interest rate 1 Year or less 1 to 5 years More than 5 years Non-interest bearing Total 2026 $ $ $ $ $ $ Financial assets Cash and cash equivalents 9,911,848 109,153,373 - - - 119,065,221 Trade and other receivables - - - - 2,307,101 2,307,101 Financial Assets at FVOCI - - - - 5,000,000 5,000,000 9,911,848 109,153,373 - - 7,307,101 126,372,322 Weighted average interest rate 4.36% Financial liabilities Trade and other payables - - - - 2,803,954 2,803,954 - - - - 2,803,954 2,803,954 Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 54
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 42 Fixed interest rate maturing in: Floating interest rate 1 Year or less 1 to 5 years More than 5 years Non-interest bearing Total 2025 $ $ $ $ $ $ Financial assets Cash and cash equivalents 29,014,968 - - 29,014,968 Trade and other receivables - - - 610,751 610,751 29,014,968 - - 610,751 29,625,719 Weighted average interest rate 3.64% Financial liabilities Trade and other payables - - - 1,205,414 1,205,414 - - - 1,205,414 1,205,414 Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers. The Group manages its credit risk on financial instruments, including cash, by endeavouring to deal with banks licenced to operate in Australia and credit ratings of AA. The Group has limited credit risk exposure on account of receivables as these comprise primarily of GST credits receivable, refer to note 8 for details. Exposure to credit risk The carrying amount of certain financial assets of the group represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was: 2026 $ 2025 $ Cash and cash equivalents 119,065,221 29,014,968 Trade and other receivables 2,307,101 610,751 121,372,322 29,625,719 Foreign currency risk The Group is exposed to foreign currency risk arising from both foreign currency transactions and the translation of the financial statements of its foreign operations. Transaction risk primarily arises from transactions denominated in United States Dollars (USD) undertaken by the Australian parent entity. Exchange gains and losses arising on the settlement of, or translation of, these foreign currency monetary assets and liabilities are recognised in profit or loss. Translation risk arises from the Group's investment in its Namibian subsidiary, whose functional currency is the Namibian Dollar (NAD). On consolidation, the subsidiary's assets and liabilities are translated into Australian dollars at the reporting date exchange rate, while income and expenses are translated at the exchange rates prevailing at the dates of the transactions (or an appropriate average rate where applicable). Exchange differences arising on translation are recognised in the foreign currency translation reserve within equity. The Group's exposure to foreign currency risk is not considered material at the reporting date. Accordingly, the impact of reasonably possible changes in foreign exchange rates is not expected to have a material impact on the Group's financial position or performance. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 55
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 43 The Group's exposure to foreign currency at reporting date was: Cash Receivables Payables Net exposure 2026 AU$ AU$ AU$ AU$ Namibian Dollars 1,556,539 1,581,180 (2,143,231) 994,488 Great British Pound - - (748) (748) US Dollars 622 - (29,734) (29,112) 1,557,161 1,581,180 (2,173,713) 964,628 Cash Receivables Payables Net exposure 2025 AU$ AU$ AU$ AU$ Namibian Dollars 1,115,604 490,784 (664,624) 941,764 West African Franc 318,274 95,341 (433,951) (20,335) Great British Pound - - (13,071) (13,071) US Dollars 660 - (14,301) (13,640) 1,434,538 586,125 (1,125,946) 894,719 Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group’s objective is to maintain a balance between continuity of funding and flexibility. The following are the contractual maturities of financial liabilities: 2026 Carrying amount Contractual cash flows 6 months or less $ $ $ Trade and other payables 2,803,954 2,803,954 2,803,954 2,803,954 2,803,954 2,803,954 2025 Carrying amount Contractual cash flows 6 months or less $ $ $ Trade and other payables 1,205,414 1,205,414 1,205,414 1,205,414 1,205,414 1,205,414 Capital risk management The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Group consists of net debt (trade payables and provisions offset by cash and bank balances) and equity of the Group (comprising issued capital, reserves, offset by accumulated losses). The Group is not subject to any externally imposed capital requirements. The management of the Group’s capital is performed by the Board. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 56
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 44 21. Key management personnel disclosures Refer to the remuneration report contained in the Director’s report for details of the remuneration paid or payable to each member of the Group’s KMP for the year ended 30 June 2026. The totals of remuneration paid to KMP of the Group during the year are as follows: 2026 2025 $ $ Short-term employee benefits 583,918 388,832 Post employment benefits 33,081 6,191 Share based payments 4,194,563 1,629,940 Total KMP compensation 4,811,562 2,024,963 Short-term employee benefits These amounts include fees and benefits paid to the non -executive Chair and non -executive Directors as well as all salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive Directors and other KMP. Post-employment benefits These amounts are the current-year’s costs of providing for the Group’s superannuation contributions made during the year. 22. Share Based Payments (a) Employee incentive plan These amounts represent the expense related to the participation of the Company’s Employee Incentive Plan (Plan). Under the Plan, participation is at the Board’s discretion and no individual has a contractual right to participate in the Plan or to receive any guaranteed benefits. The employee may exercise an equity instrument at any time after vesting. To exercise an equity instrument, an employee must deliver a signed notice of exercise and, subject to a cashless exercise of options or performance rights, pay the exercise price or exercise nil cost, prior to the expiry date. An employee may elect not to provide payment of the exercise price, and the Company will issue to the employee that number of shares equal in value to the positive difference between the market value of the shares at the time of exercise and the option price that would otherwise be payable to exercise those options or performance rights. The Board has determined that STI awards and LTI awards will be equity settled to ensure alignment with shareholders’ interests and to preserve cash. The KPIs to be applied in assessing the vesting of STI award granted within the year ended 30 June 2026 relate to growing the Company’s asset portfolio, expansion of the underground resource and budget cost discipline. The KPIs to be applied in assessing the vesting of LTI awards granted within the year ended 30 June 2026 are as follows: • Execution of the Executive Services Agreement; • The Company announcing the receipt of a mining licence and environmental licence for the Kokoseb Project; • The Company announcing the execution of binding documentation for commercial financing of the development of the Kokoseb Project of a scale of at least that disclosed in the scoping study announced on 30 September 2025; • The Company commencing Commercial Production of Gold at the Kokoseb Project and • Share price performance against set targets for sustained periods of 30 days Options and performance rights are granted under the Plan for no cash consideration and carry no dividend or voting rights. When exercisable, each option or performance right is convertible into one ordinary share subject to the payment of any applicable exercise price. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 57
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 45 Share Options Set out below are summaries of options granted under the plan. Refer to note 22 (c) for fair value of options granted. 2026 2025 Weighted average exercise price Number of options Weighted average exercise price Number of options Options Opening balance $0.013 23,969,159 $0.042 33,344,089 Granted during the period $nil - nil 12,000,000 Exercised during the period $nil (4,618,408) $0.040 (12,307,538) Forfeited or lapsed during the period $nil - $0.065 (9,067,392) Closing balance $0.017 19,350,751 $0.013 23,969,159 2026 Date of Expiry Exercise Price Number of Options Number of Options vested at June 2026 Directors 5 April 2023 23 March 2027 $0.065 5,000,000 5,000,000 17 July 2024 17 July 2029 nil 12,000,000 4,000,000 Employees 16 March 2022 21 March 2027 nil 65,217 65,217 5 April 2024 5 April 2029 nil 2,285,534 1,714,286 19,350,751 10,779,503 2025 Date of Expiry Exercise Price Number of Options Number of Options vested at June 2025 Directors 5 April 2023 23 March 2027 0.065 5,000,000 5,000,000 17 July 2024 17 July 2029 nil 12,000,000 - Employees 16 March 2022 21 March 2027 nil 451,303 451,303 5 April 2024 5 April 2027 nil 803,571 803,571 5 April 2024 5 April 2029 nil 5,714,285 2,857,413 23,969,159 9,112,287 Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 58
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 46 Performance Rights Set out below are summaries of performance rights granted under the plan. Refer to note 22(d) and 22(e) for fair value of performance rights granted. 2026 2025 Weighted average exercise price Number of performance rights Weighted average exercise price Number of performance rights Performance rights Opening balance $nil 43,410,000 $nil 25,000,000 Granted during the period $nil 15,326,535 $nil 18,410,000 Exercised during the period $nil (28,967,500) $nil - Forfeited or lapsed during the period $nil (6,442,500) $nil - Closing balance 23,326,535 $nil 43,410,000 2026 Date of Expiry Exercise Price Number Number of Performance Rights Vested at June 2026 Directors 15 April 2024 24 April 2028 nil 5,000,000 - 7 March 2025 7 March 2029 nil 5,000,000 2,500,000 4 March 20263 4 March 2031 nil 2,000,000 500,000 2 February 20261 2 February 2031 nil 7,500,000 - Employees 12 June 2025 12 June 2029 nil 1,000,000 - 16 October 20254 16 October 2029 nil 1,326,535 526,134 16 March 20262 16 March 2031 nil 1,500,000 - 23,326,535 3,526,134 Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 59
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 47 1The following performance rights were issued to the Managing Director and CEO during the year: Number Vesting Condition 2,500,000 The Company announcing receipt of a mining licence and environmental licence for the Kokoseb Project 2,500,000 The Company announcing the execution of binding documentation for commercial financing of the development of the Kokoseb Project of a scale of at least that disclosed in the scoping study announced on 30 September 2025. 2,500,000 The daily volume weighted average price per Share traded on the ASX being at least $0.55 over 30 consecutive days on which the Company’s Shares have traded on the ASX. 2,500,000 (A) Execution of the Executive Services Agreement. 2,500,000 performance rights (A) vested and were exercised during the year ended 30 June 2026. 2The following performance rights were issued to the Chief Financial Officer during the year: Number Vesting Condition 500,000 The daily volume weighted average price per Share traded on the ASX being at least $0.55 over 30 consecutive days on which the Company’s Shares have traded on the ASX. 500,000 The Company announcing the execution of binding documentation for commercial financing of the development of the Kokoseb Project of a scale of at least that disclosed in the scoping study announced on 30 September 2025. 500,000 The Company commencing Commercial Production of Gold at the Kokoseb Project. 500,000 (A) Execution of the Executive Services Agreement. 500,000 performance rights (A) vested and were exercised during the year ended 30 June 2026. 3The following performance rights were issued to other Directors during the year: Number Vesting Condition 500,000 (A) Appointment to WIA Gold Board 500,000 12 months from the date of issue on the condition that the Director is still a member the Wia Gold Board. 500,000 24 months from the date of issue on the condition that the Director is still a member the Wia Gold Board. 500,000 36 months from the date of issue on the condition that the Director is still a member the Wia Gold Board. 500,000 performance rights (A) vested on 5 March 2026. No vested performance rights were exercised during the year ended 30 June 2026. 4The following performance rights were issued to Employees during the year: Number Vesting Condition 239,654 (A) Namibia Budget discipline – non-capital budget within 15% of budget variance to budget, with Wia Gold board approved items, not included in original budget, eliminated from calculations. 513,921 Definition of a >3Mt underground resource to 4.0 g/t Au or greater under the Scoping Study pit shell (whistle pit) at the Kokoseb Project in Namibia. 140,000 (B) Maintain relationships with regulatory bodies and JV partners, including Epangelo. Establishing clear communication channels, increased understanding of regulatory requirements for Damaran and address any issues in a timely manner. 432,960 (C) New, additional licences, projects, project acquisitions in Namibia prospective for gold, with acquisition terms approved by the board of Wia Gold Limited. 526,134 performance rights vested on 30 June 2026 relating to vesting conditions; A – 239,654, B – 70,000, C – 216,480. No vested performance rights were exercised during the year ended 30 June 2026. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 60
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 48 2025 Date of Expiry Exercise Price Number Number of Performance Rights Vested June 2025 Directors 15 April 2024 24 April 2028 nil 25,000,000 15,000,000 Employees 17 July 20241 17 July 2028 nil 8,000,000 2,000,000 7 March 20252 7 March 2029 nil 7,610,000 2,022,500 12 June 20253 12 June 2029 nil 2,800,000 - 43,410,000 19,022,500 1The following performance rights were issued to the Chief Financial Officer during the year ended 30 June 2025: Number Vesting Condition 2,000,000 The Executive remaining continuously employed or otherwise engaged by the Company (or any other group member) for a period of 12 months from the commencement date. 2,000,000 Upon the 30-day VWAP of the Company's shares reaching $0.18, within 24 months from the commencement date. 2,000,000 The Executive remaining continuously employed or otherwise engaged by the Company (or any other group member) for a period of 24 months from the commencement date. 2,000,000 The Completion of a Scoping Study by Wia announced to the ASX that supports a board decision to proceed with a PFS or DFS; and receipt of a mining licence at the Company's Kokoseb Project, within 48 months from the commencement date 2The following performance rights were issued to employees during the year ended 30 June 2025: Number Vesting Condition 652,500 Namibia Budget discipline – non-capital budget within 15% of budget variance to budget, with Wia Gold board approved items, not included in original budget, eliminated from calculations. 580,000 Maintain relationships with regulatory bodies and JV partners, including Epangelo. Establishing clear communication channels, increased understanding of regulatory requirements for Damaran and address any issues in a timely manner. 290,000 New, additional licences prospective for gold, with acquisition terms approved by the Board of Wia Gold Limited 725,000 Inferred and Indicated Mineral Resource Estimate > 2,500,000 ounces at 1.0 g/t Au or greater at Kokoseb. 362,500 Discovery of New Project in Cote d’Ivoire or Namibia, defined as a zone of significant gold mineralisation in an area that has limited previous exploration, that substantially indicates a future Inferred Mineral Resource Estimate 500,000 Appointment of all key Scoping Study managers and required consultants as agreed by the Board for the Kokoseb Gold Project in Namibia 2,000,000 Completion of Board approved Scoping Study for the Kokoseb Gold Project in Namibia. 2,500,000 Completion of Board approved Definitive Feasibility Study for the Kokoseb Gold Project in Namibia. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 61
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 49 3The following performance rights were issued to employees during the year ended 30 June 2025: Number Vesting Condition 666,666 The employee remaining continuously employed or otherwise engaged by the Company (or any other group member) for a period of 24 months from the commencement date. 666,666 The employee remaining continuously employed or otherwise engaged by the Company (or any other group member) for a period of 36 months from the commencement date. 666,668 The award of a mining licence at Kokoseb. 800,000 Dependent on performance and board discretion. (b) Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions during the period were as follows: 2026 2025 $ $ Expenses arising from ESS options 90,420 942,302 Expenses arising from Director options 325,918 699,178 Expenses arising from performance rights 4,194,619 930,763 4,610,957 2,572,243 (c) Fair value of options granted The fair value of services received in return for the share options granted is measured by reference to the fair value of options granted. The estimate of the fair value of the services is measured based on a Black -Scholes option valuation methodology. No options were granted during FY2026. A summary of the movements of all options issued can be found at note 14. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 62
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 50 (d) Fair value of performance rights granted (non-market conditions) The fair value of performance rights with a nil exercise price that are subject to service conditions and/or non-market performance conditions is determined by reference to the market price of the Company's ordinary shares at the grant date. The grant date fair value is recognised as an expense over the applicable vesting period, with a corresponding increase in equity. At each reporting date, the Group revises its estimate of the number of performance rights expected to vest based on the sati sfaction of the relevant service and non -market performance conditions. The cumulative expense recognised reflects the extent to which the vesting period has expired and the number of performance rights expected to vest. A summary of the movements of all performance rights issued can be found at note 14. The assumptions used for valuation of performance rights (non-market conditions) granted during the year are as follows: Vesting Criteria Class Exercise price Grant date Expiry date Vesting date Number of performance rights Fair value Director Class A nil 4/03/2026 4/03/2031 5/03/2026 500,000 $0.575 Director Class B nil 4/03/2026 4/03/2031 5/03/2027 500,000 $0.575 Director Class C nil 4/03/2026 4/03/2031 5/03/2028 500,000 $0.575 Director Class D nil 4/03/2026 4/03/2031 5/03/2029 500,000 $0.575 Director Class E nil 2/02/2026 2/02/2031 31/12/2026 2,500,000 $0.425 Director Class F nil 2/02/2026 2/02/2031 30/11/2026 2,500,000 $0.425 Director Class G nil 2/02/2026 2/02/2031 30/06/2026 2,500,000 $0.425 KMP Class A nil 16/03/2026 16/03/2031 30/11/2026 500,000 $0.495 KMP Class B nil 16/03/2026 16/03/2031 30/06/2026 500,000 $0.495 KMP Class C nil 16/03/2026 16/03/2031 31/03/2029 500,000 $0.495 Employee Class A nil 16/10/2025 16/10/2029 30/06/2026 118,000 $0.375 Employee Class B nil 16/10/2025 16/10/2029 30/06/2026 354,000 $0.375 Employee Class C nil 16/10/2025 16/10/2029 30/06/2026 118,000 $0.375 Employee Class D nil 16/10/2025 16/10/2029 30/06/2026 95,000 $0.375 Employee Class E nil 16/10/2025 16/10/2029 30/06/2026 140,000 $0.375 Employee Class F nil 16/10/2025 16/10/2029 30/06/2026 235,000 $0.375 Employee Class G nil 16/10/2025 16/10/2029 30/06/2026 26,654 $0.375 Employee Class H nil 16/10/2025 16/10/2029 30/06/2026 159,921 $0.375 Employee Class I nil 16/10/2025 16/10/2029 30/06/2026 79,960 $0.375 Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 63
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 51 (e) Fair value of performance rights granted (market conditions) The fair value of performance rights with market vesting conditions is determined at the grant date using a Monte Carlo simulation model, which reflects the effect of the market vesting conditions into the grant date fair value. The grant date fair value is recognised as an expense over the applicable vesting period, with a corresponding increase in equity. As the market vesting conditions are incorporated into the grant date fair value, the expense recognised is not adjusted for the likelihood of those conditions being satisfied. The expense is recognised provided any applicable service conditions are satisfied. A summary of the movements of all performance rights issued can be found at note 14. The assumptions used for valuation of performance rights (market conditions) are as follows: 23. Cash flow information 2026 2025 $ $ Reconciliation of operating cashflows to loss for the year Loss for the year (16,129,702) (5,348,684) Effect of non-cash items: Depreciation expense 80,514 66,650 Share-based payments 4,610,957 2,572,243 Gain on disposal of assets (267) - Loss on discontinued operations 9,544,841 - Net exchange differences 20,295 (35,524) Impairment of exploration and evaluation assets 2,103,063 2,067,576 Changes in operating assets and liabilities: (Increase) / decrease in trade receivables and other receivables (1,794,964) 191,740 Decrease / (increase) in prepayments (901) 15,947 Increase/ (decrease) in trade and other payables 198,558 19,947 Net cash used in operating activities (1,367,606) (450,105) KMP Performance rights KMP Performance rights Underlying share price $0.425 $0.495 Exercise price nil nil Grant date 2/02/2026 16/03/2026 Issue date 2/02/2026 16/03/2026 Vesting date 17/12/2026 14/10/2026 Expiry date 2/02/2031 16/03/2031 Risk free rate 4.37% 4.62% Volatility 74.61% 74.73% Life of Options in years 5.00 5.00 Number of Options 2,500,000 500,000 Valuation per Option $0.398 $0.477 Amount expensed during the year $461,542 $119,006 Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 64
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Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 52 Non-cash transactions Certain options issued under a Company option plan in previous financial years, have a clause whereby the participant can exercise those options without having to pay cash for the exercise (cashless options). Cashless exercise allows a participant to elect that in lieu of making payment of the total exercise price payable on exercise of their options, the participant will be issued that number of Shares equal in value to the difference between the market value of the underlying Shares that would be issued at the time of exercise and the exercise price that would otherwise be payable. During the financial year ended 30 June 2026 no cashless options were exercised. During the financial year ended 30 June 2025 12,546,141 fully paid ordinary shares were issued upon the exercise of 31,281,621 options, with no funds received upon the exercise of those options. During the year, the Group disposed of its interest in all non-core gold exploration permits in Côte d’Ivoire for non-cash consideration comprising shares and performance rights. The cash flow statement includes $134,176 of cash held by the subsidiary at the date of disposal and $83,785 of cash paid to settle working capital on disposal. The details of the transaction are disclosed in Note 6. 24. Related party transactions All transactions with related parties are made on commercial terms at an arm’s-length basis. 2026 2025 $ $ Related party transactions Payments to AIC Mines Limited (ex -GST)1 4,257 12,094 Payments to RIC Pty Ltd (ex -GST)2 147,954 275,000 Amounts outstanding to related parties at 30 June AIC Mines Limited (ex-GST)1 - - RIC Pty Ltd (ex-GST)2 - 22,917 1AIC Mines Limited is an ASX-listed company with a common director during the financial year. The Company has a short- term sub-lease agreement with Wia Gold. Under this arrangement AIC is reimbursed, at cost, for office and car parking space. AIC was also reimbursed, at cost, for an office fit-out. 2Resourceful International Consulting Pty Ltd (RIC) is controlled by Mr S Funston. RIC provided Chief Financial Officer Services to Wia Gold on normal commercial terms. The amounts are included in the remuneration disclosures. Notes to the Financial Statements For the year ended 30 June 2026 WIA GOLD ANNUAL REPORT | 2026 65
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Notes to the Financial Statements For the year ended 30 June 2026 Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 53 25. Parent entity disclosure Set out below is the summarised financial information of WIA Gold Limited, the parent entity of the Group. The Group’s accounting policies are applied consistently across all entities within the Group, unless otherwise stated. 2026 2025 Financial Position $ $ ASSETS Current assets 118,254,558 27,663,087 Non-current assets 59,506,998 43,819,302 Total assets 177,761,556 71,482,389 LIABILITIES Current liabilities 681,246 369,634 Total liabilities 681,246 369,634 NET ASSETS 177,080,310 71,112,755 EQUITY Issued capital 219,650,245 100,944,664 Reserves 4,044,858 6,350,305 Accumulated losses (46,614,793) (36,182,214) TOTAL EQUITY 177,080,310 71,112,755 Financial Performance Loss for the year (13,454,496) (3,714,991) Other comprehensive loss for the year (600,000) - Total comprehensive loss (14,054,496) (3,714,991) Contingent liability and/or guarantees of parent entity The parent entity does not have any contingent liabilities at reporting date. The parent entity has provided guarantees for ongoing funding to its Namibian subsidiaries as at reporting date. These include Damaran Exploration Namibia (Pty) Ltd, Gazania Investments Four Hundred and Twenty -Five (Pty) Limited , Mandarin Investments (Pty) Ltd and Aloe Investments One Hundred and Ninety-Two (Pty) Limited. WIA GOLD ANNUAL REPORT | 2026 66
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Notes to the Financial Statements For the year ended 30 June 2026 Notes to the Financial Statements For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 54 26. Change in Accounting Policy In 2026, the Group adopted a change in its accounting policy for the recognition of non -controlling interests and has applied the change retrospectively. As a result, balances of comparative periods within the Consolidated Statement of Financial Position and Consolidated Statement of Changes in Equity have been restated. Consolidated Statement of Financial Position As at 30 June 2025 Previously Stated $ Policy Change Adjustment $ Restated $ EQUITY Contributed equity 100,944,664 - 100,944,664 Reserves 5,917,607 (5,623,215) 294,392 Accumulated losses (36,654,871) - (36,654,871) Equity attributable to the owners Wia Gold Limited 70,207,400 (5,623,215) 64,584,185 Non-controlling interest 905,355 5,623,215 6,528,570 TOTAL EQUITY 71,112,755 - 71,112,755 Consolidated Statement of Financial Position As at 1 July 2024 Previously Stated $ Policy Change Adjustment $ Restated $ EQUITY Contributed equity 69,764,181 - 69,764,181 Reserves 3,384,970 (3,091,219) 293,751 Accumulated losses (31,722,360) - (31,722,360) Equity attributable to the owners Wia Gold Limited 41,426,791 (3,091,219) 38,335,572 Non-controlling interest 1,169,060 3,091,219 4,260,279 TOTAL EQUITY 42,595,851 - 42,595,851 WIA GOLD ANNUAL REPORT | 2026 67
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Consolidated Entity Disclosure Statement For the year ended 30 June 2026 Consolidated entity disclosure statement For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 55 Wia Gold Limited is required by Australian Accounting Standards to prepare consolidated financial statements in relation to the company and its controlled entities (the consolidated entity). In accordance with subsection 295(3A) of the Corporations Act 2001, this consolidated entity disclosure statement provides information about each entity that was part of the consolidated entity at the end of the financial year. Name Type of Entity % of Share Capital Held Country of Incorporation Country of Tax Residency Wia Gold Limited Body Corporate N/A Australia Australia Damaran Exploration Namibia (Pty) Limited Body Corporate 100% Namibia Namibia Aloe Investments One Hundred and Ninety -Two (Pty) Limited Body Corporate 100% Namibia Namibia Gazania Investments Four Hundred and Twenty -Five (Pty) Limited Body Corporate 90% Namibia Namibia Phab Investments (Pty) Ltd Body Corporate 100% Namibia Namibia Mandarin Investments (Pty) Limited Body Corporate 80% Namibia Namibia WIA GOLD ANNUAL REPORT | 2026 68
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Directors’ Declaration For the year ended 30 June 2026 Directors’ Declaration For the year ended 30 June 2026 Wia Gold Limited Annual Report 2026 56 The Directors of Wia Gold Limited declare that: (a) in the Directors’ opinion the financial statements and notes and the Remuneration Report in the Directors Report set out on pages 18 – 67, are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its performance, for the financial year ended on that date; and (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) (b) the financial report also complies with International Financial Reporting Standards as disclosed in note 2; (c) the information disclosed in the consolidated entity disclosure statement is true and correct; and (d) there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 by the chief executive and chief financial officer for the year 1 July 2025 to 30 June 2026. Signed in accordance with a resolution of the Directors. Josef El-Raghy Chairman Perth, Western Australia 23 September 2026 WIA GOLD ANNUAL REPORT | 2026 69
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WIA GOLD LIMITED ABN 41 141 940 230 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WIA GOLD LIMITED 70 Report on the Audit of the Financial Report Opinion We have audited the financial report of Wia Gold Limited (the “Company”) and its controlled entities (the “Group”), which comprises the consolidated statement of financial position as at 30 June 2026, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its financial performance for the year then ended; and (b) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and Ethical Standards Board (“the Code”) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Adelaide | Br isbane | Melb ourne | Ne wcastle | Pe rth | Syd ney Pitcher Partners is an association of independent firms. Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities. pitcher.com.au . Pitcher Partners BA&A Pty Ltd An independent Western Australian Company ABN 76 601 361 095. Level 9, 191 St Georges Terrace, Perth WA 6000 Registered Audit Company Number 467435. Liability limited by a scheme under Professional Standards Legislation.
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WIA GOLD LIMITED ABN 41 141 940 230 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WIA GOLD LIMITED 71 Key Audit Matter How our audit addressed the key audit matter Capitalisation of exploration and evaluation expenditure Refer to Note 9 to the financial report. As at 30 June 2026, the Group held capitalised exploration and evaluation expenditure of $50,184,190 (2025: $42,444,681). The carrying value of capitalised exploration and evaluation expenditure is assessed for impairment by the Group when facts and circumstances indicate that the capitalised exploration and evaluation expenditure may exceed its recoverable amount. The determination as to whether there are any indicators to require the capitalised exploration and evaluation expenditure to be assessed for impairment involves a number of judgements including but not limited to: • Whether the Group has tenure of the relevant area of interest; • Whether the Group has sufficient funds to meet the relevant area of interest minimum expenditure requirements; and • Whether there is sufficient information for a decision to be made that the relevant area of interest is not commercially viable. Given the size of the balance and the judgemental nature of the impairment indicator assessments associated with exploration and evaluation assets, we consider this is a key audit matter. The assessment performed by management concluded an amount of $10,983,123 was impaired due to the surrender of tenements that lacked prospectivity and the divestment of tenements being recorded at recoverable value. Our procedures included, amongst others: Obtaining an understanding of and evaluating the design and implementation of the processes and controls associated with the capitalisation of exploration and evaluation expenditure, and those associated with the assessment of impairment indicators. Examining the Group’s right to explore in the relevant area of interest, which included obtaining and assessing supporting documentation. We also considered the status of the exploration licences as it related to tenure. Considering the Group’s intention to carry out significant exploration and evaluation activity in the relevant area of interest, including an assessment of the Group’s cash-flow forecast models, discussions with senior management and directors as to the intentions and strategy of the Group. Testing a sample of transactions by sighting evidence of signed contracts, related invoices and comparing the amount recognised as deferred exploration and evaluation assets is in accordance with AASB 6 Exploration for and Evaluation of Mineral Resources. Reviewing management’s evaluation and judgement as to whether the exploration activities within each relevant area of interest have reached a stage where the commercial viability of extracting the resource could be determined. Recalculating the carrying value of the impaired tenements associated with the surrendered licenses. Assessing the G roup’s accounting po licy as set out within Note 2 and Note 9 for consistency with the requirements of AASB 6 Exploration for and Evaluation of Mineral Resources. Assessing the adequacy of the disclosures included within the financial report.
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WIA GOLD LIMITED ABN 41 141 940 230 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WIA GOLD LIMITED Share-based payments Refer to Note 22 to the financial report Share-based payments represent $4,610,957 (2025: $2,572,243) of the Group’s expenditure for the year ended 30 June 2026. Share-based payments must be recorded at fair value of the service provided, or in the absence of such, at the fair value of the underlying equity instrument granted. Under Australian Accounting Standards, equity settled awards are measured at fair value on the measurement date taking into consideration the probability of the vesting conditions (if any) attached. This amount is recognised as an expense either immediately if there are no vesting conditions, or over the vesting period if there are vesting conditions. In calculating the fair value of the underlying equity instrument there are key judgements that management must make, including but not limited to: Our procedures included, amongst others: Obtaining an understanding of and evaluating the design and implementation of the processes and controls associated with the preparation of the valuation model used to assess the fair value of the underlying equity instrument granted. Critically evaluating and challenging the assumptions of Management’s valuation models. Assessing the key judgements used in the Group’s calculation including the share price of the underlying equity instruments including but not limited to: • Estimating the likelihood that the equity instruments will vest; Estimating expected future share price volatility; Estimating expected dividend yield; and Risk-free rate of interest. • • • • Estimating the likelihood that the equity instrument will vest; Estimating expected future share price volatility; Estimating expected dividend yield; and Risk-free rate of interest. • Assessing the G roup’s accounting po licy as set out within Note 2 and Note 22 for consistency with the requirements of AASB 2 Share-based Payments. Assessing the adequacy of the disclosures included within the financial report. • • Due to the significance to the Group’s financial report and the level of judgement involved in determining the fair value of the underlying equity instruments granted, we consider the Group’s calculation of the share-based payments expense to be a key audit matter. Other Information The directors are responsible for the other information. The other information comprises the information included in the Company’s annual report for the year ended 30 June 2026, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 72
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WIA GOLD LIMITED ABN 41 141 940 230 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WIA GOLD LIMITED Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of: a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001; and for such internal control as the directors determine is necessary to enable the preparation of: (i) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and (ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the Group ’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. • • • • • 73
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WIA GOLD LIMITED ABN 41 141 940 230 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WIA GOLD LIMITED 74 We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 18 to 25 of the directors’ report for the year ended 30 June 2026. In our opinion, the Remuneration Report of Wia Gold Limited, for the year ended 30 June 2026 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. PITCHER PARTNERS BA&A PTY LTD MARIUS VAN DER MERWE Executive Director Perth, 23 September 2026
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Annual Statement of Reserves and Resources Annual Statement of Reserves and Resources Wia Gold Limited Annual Report 2025 65 Wia released an updated Mineral Resource Estimate and a maiden Ore Reserve to the ASX on 10 August 2026 (refer announcements of 10 August entitled “Kokoseb Mineral Resource Estimate Increases 29% to 3.78Moz Au” and “Robust Definitive Feasibility Study and Project Financing Update ”). Shareholders should refer to those announcements for full detail including JORC 2012 appendices. Wia confirms it is not aware of any new information or data that materially affects the information included in those ASX announcements and as at the date o f this Annual Report, all material assumptions and technical parameters continue to apply and have not materially changed. Kokoseb Mineral Resource Estimate (reported to the ASX on 10 August 2026) Indicated Inferred TOTAL Cut-off Au g/t Tonnes (Mt) Au g/t Au Moz Tonnes (Mt) Au g/t Au Moz Tonnes (Mt) Au g/t Au Moz Open Pit 0.14 156 0.57 2.86 120 0.51 2.0 276 0.54 4.83 0.30 100 0.77 2.48 71 0.70 1.6 171 0.74 4.07 0.40 80.7 0.87 2.26 54 0.81 1.4 135 0.84 3.66 0.50 63.9 0.98 2.01 41 0.92 1.2 105 0.96 3.23 0.80 32.4 1.32 1.38 18 1.3 0.75 50 1.3 2.13 Underground 0.85 - - - 7.9 2.2 0.56 7.9 2.2 0.56 Total 0.50/ 0.85 63.9 0.98 2.01 49 1.1 1.8 113 1.0 3.78 The above is the Kokoseb Indicated and Inferred Mineral Resource estimates for selected cut- off grades. The estimates in this table are rounded to reflect their precision; rounding errors are apparent. They are based on drilling data available at 31 May 2026. The Competent Person responsible for the data informing the estimates is Pierrick Couderc, Wia Group Exploration Manager. The Competent Person responsible for resource modelling is Jonathon Abbott MAIG, Director of Matrix Resource Consultants Pty Ltd. The open pit Mineral Resources are constrained by an optimised pit shell using a gold price of US$3,250/oz and process recovery of 92%, considered appropriate for the resource grade. The open pit Indicated Mineral Resources provides the basis for the maiden Ore Reserve set out below. The Mineral Resource is reported inclusive of the Ore Reserve. The underground Mineral Resource is reported below the reserve pit shell derived from the Definitive Feasibility Study and is based on the same gold price as for the open pit Mineral Resources. Kokoseb Maiden Ore Reserve Estimate (reported to the ASX on 10 August 2026) Ore Reserve category Tonnes (Mt) Grade (g/t Au) Contained gold (Moz) Proved – – – Probable 69.8 0.87 1.95 Total 69.8 0.87 1.95 The above is the maiden Kokoseb Ore Reserve estimate. The Ore Reserve Estimate is derived from the Indicated component of the Mineral Resource Estimate. A mining study at a DFS level was carried out on the open pit Indicated portion of the Mineral Resource, including open pit optimisation, open pit mine design, production scheduling and cost estimation and modelling. The Ore Reserve was then estimated by taking into consideration the mining, processing, metallurgical, economic, marketing, legal, environmental, social, and governmental factors. Where applicable, Indicated Mineral Resources are classified as Probable Ore Reserves. There are no Measured Mineral Resources, so all Probable Ore Reserves are based on Indicated Mineral Resources only, after applying appropriate modifying factors as per the guidelines. No Inferred Mineral Resources are included in the Ore Reserve estimate. The open pit Ore Reserve economic cut-off grade has been selected at 0.4 g/t, which is lower than the reported 0.5 g/t cut -off grade used to report the open pit Mineral Resource. However, the open pit Ore Reserve designs are within the “reasonable prospects for eventual economic extraction” optimisation shell used to define the open pit Mineral Resource. Mr Jake Fitzsimons, the Competent Person for the open pit O re Reserve estimate has reviewed the work undertaken to date and considers it sufficiently detailed and relevant to the deposit to allow these Ore Reserves to be classified as Probable. WIA GOLD ANNUAL REPORT | 2026 75
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Annual Statement of Reserves and Resources Annual Statement of Reserves and Resources Wia Gold Limited Annual Report 2026 66 Kokoseb Mineral Resource Estimate (reported to the ASX on 16 July 2025) Cut-off Au g/t Indicated Inferred TOTAL Tonnes (Mt) Au g/t Au Moz Tonnes (Mt) Au g/t Au Moz Tonnes (Mt) Au g/t Au Moz 0.18 110 0.67 2.37 78 0.62 1.6 188 0.65 3.92 0.30 82.6 0.82 2.18 58 0.75 1.4 141 0.79 3.58 0.50 54.2 1.04 1.81 35 0.99 1.1 89 1.0 2.93 0.80 29.1 1.39 1.30 17 1.4 0.77 46 1.4 2.07 The above is the Kokoseb Indicated and Inferred Mineral Resource estimates for selected cut-off grades. The estimates in this table are rounded to reflect their precision; rounding errors are apparent. They are based on drilling data available at 30 June 2025. The Competent Person responsible for the data informing the estimates is Pierrick Couderc, Wia Group Exploration Manager. The Competent Person responsible for resource modelling is Jonathon Abbott MAIG, Director of Matrix Resource Consultants Pty Ltd. The Resources are constrained by an optimised pit shell using a metal price of US$2,300/oz Au and process recovery of 92%. Review of Material Changes Mineral Resources increased by 0.85 Moz, or 29%, to 3.78 Moz. Key changes from the July 2025 Mineral Resource estimate include: • additional drilling, comprising 88 diamond, 143 RC and 8 RC pre-collar/diamond tail holes; • the use of a higher gold price of US$3,250/oz (2025: US$2,300/oz) to constrain the open- pit Mineral Resource within the optimised pit shell; • the maiden underground Inferred Mineral Resource of 0.56 Moz, reported below the DFS reserve pit shell; and • conversion of Inferred to Indicated material, increasing the Indicated open pit Mineral Resource from 1.81 Moz to 2.01 Moz. The Company reported its maiden Probable Ore Reserve of 69.8 Mt at 0.87 g/t A u for 1.95 Moz on 10 August 2026 following completion of the Definitive Feasibility Study. No Ore Reserve had been reported in the prior year. Competent Person’s Statement The information in this report that relates to exploration results at the Kokoseb Gold Project and is based on information compiled by Company geologists and reviewed by Mr Pierrick Couderc, in his capacity as Exploration Manager of Wia Gold Limited. Mr Couderc is a member of both the Australian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Couderc consents to the inclusion in the report of the matters based upon the information in the form and context in which it appears. The information in this report that relates to Mineral Resource modelling and estimation of Exploration Targets, on the basis of information supplied by Wia Gold Limited is based on information compiled by Mr Jonathon Abbott, who is a Member of The Australian Institute of Geoscientists. Mr Abbott is a director of Matrix Resource Consultants Pty Ltd and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the “Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves”. Mr Abbott consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. The information in this report that relates to Ore Reserves is based on and fairly represents information compiled by Mr Jake Fitzsimons, BEng (Geological), a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Fitzsimons is a full-time employee of Orelogy Consultants Pty Ltd. Mr Fitzsimons 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 Competen t Person as defined in the JORC Code (2012 Edition). Mr Fitzsimons consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. The Mineral Resource and Ore Reserve statement included in this Annual Report is based on and fairly represents information and supporting documentation prepared by Mr Jonathon Abbott and Mr Jake Fitzsimons. The Mineral Resource and Ore Reserve statement as a whole has been reviewed and approved for inclusion in this Annual Report by Mr Abbott for Mineral Resources and Mr Fitzsimons for Ore Reserves. The Mineral Resource and Ore Reserve Statement is issued with the prior written consent of Mr Abbott and Mr Fitzsimons as to the form and context in which it appears in the Annual Report. WIA GOLD ANNUAL REPORT | 2026 76
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Annual Statement of Reserves and Resources Annual Statement of Reserves and Resources Wia Gold Limited Annual Report 2026 67 Ore Reserves and Mineral Resources Governance The Company complies with ASX Listing Rule 5.21.5 through a combination of internal and external verification processes for its Mineral Resource and Ore Reserve estimates. Drilling, sampling and assaying are subject to quality control procedures, including the use of certified standards, blanks and duplicates, and assays are undertaken by independent accredited laboratories. Any matter that has a material impact on a Mineral Resource or Ore Reserve estimate is reported to the Board, which approves any resulting announcement. Wia reviews its Mineral Resource and Ore Reserve estimates on an annual basis. The Annual Statement of Mineral Resources and Ore Reserves is prepared in accordance with the JORC Code 2012 and the ASX Listing Rules. Competent Persons named by the Company are members of the Australian Institute of Mining and Metallurgy and/or the Australian Institute of Geoscientists and qualify as Competent Persons as defined under the JORC Code 2012. The Company engages external consultants and Competent Persons to prepare and calculate estimates of its Mineral Resources and Ore Reserves. These estimates and underlying assumptions are reviewed by the Directors and management for reasonableness and accuracy. The results of the Mineral Resource and Ore Reserve estimates are then reported in accordance with the JORC Code 2012 and the ASX Listing Rules. Where material changes occur to a project during the period, including the project’s size, title, exploration results or other technical information, previous resource estimates and market disclosures are reviewed for completeness. The Company reviews its Mineral Resources and Ore Reserves as at each year end and where a material change has occurred in the as sumptions or data used in previously reported Mineral Resources and Ore Reserves, a revised estimate will be prepared as part of the annual review process. Reference to previous ASX Announcements In relation to previously reported exploration results included in this report, the dates of which are referenced, the Company confirms that it is not aware of any new information or data that materially affects the information included in those announcements. The Mineral Resource Estimate for the Kokoseb Project was first reported on 15 May 2023 and further updated on 16 April 2024, 16 July 2025 and 10 August 2026. Other than subsequently released drilling results, Wia confirms that it is not aware of any new information or data that materially affects the information included in that release. All material assumptions and technical parameters underpinning the estimates in that ASX release continue to apply and have not materially changed. Production Target and Forecast Financial Information The information in this Annual Report that relates to the production target (and forecast financial information derived from the production target) for the Kokoseb Project was first reported by the Company in an announcement dated 10 August 2026 titled “Robust Definitive Feasibility Study and Project Financing Update”. The Company confirms that all the material assumptions underpinning the production target and forecast financial information derived from the production target in that announcement continue to apply and have not materially changed. Forward-Looking Statements This report may contain certain forward-looking statements and projections regarding: estimated resources and reserves; planned production and operating costs profiles; planned capital requirements; and planned strategies and corporate objectives. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to materially differ from those reflected in the forward- looking statements, including, without limitation: inherent uncertainties and risks associated with mineral exploration; uncertainties related to the availability of future financing necessary to undertake activities on Wia’s properties; uncertainties related to the possible recalculation of, or reduction in Wia’s mineral resources; uncertainties related to the outcome of studies; uncertainties relating to fluctuations in gold prices; the risk that Wia’s title to its properties could be challenged; risks related to Wia’s ability to attract and retain qualified personnel, uncertainties related to general economic and global financial conditions; uncertainties related to the competitiveness of the industry; risk associated with Wia being subject to government regulation, including changes in regulation; risks associated with Wia being subject to environmental laws and regulations, including a change in regulation; risks associated with Wia’s need for governmental licences, permits and approvals; uninsured risks and hazards; risk related to the integration of businesses and assets acquired by Wia; risk associated with Wia having no history of earnings or production revenue; risks associated with fluctuation in foreign exchange rates; risks related to default by joint venture parties (if any), contractors and agents, inherent risks associated with litigation; risk associated with potential conflicts of interest; risk related to effecting service or process on directors resident in foreign countries; uncertainties related to Wia’s limited operating history; risks related to Wia’s lack of a dividend history; risks relating to short term investments; and uncertainties related to fluctuations in Wia’s share price. WIA GOLD ANNUAL REPORT | 2026 77
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Annual Statement of Reserves and Resources Wia Gold Limited Annual Report 2026 68 Any forward-looking statements in this report are based on the assumptions, beliefs, expectations and opinions of management as of the date hereof and which Wia believes are reasonable in the circumstances, but no assurance can be given that these expectations will prove to be correct. These assumptions include but are not limited to that Wia’s exploration of its properties and other activities will be in accordance with Wia’s public statements and stated goals, that there will be no material adverse change affecting Wia or its properties, anticipated costs and timing for Wia’s activities and such other assumptions as set out herein. Such forward looking statements/projections are estimates for discussion purposes only and should not be relied upon. They are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors many of which are beyond the control of the Company. The forward-looking statements/projections are inherently uncertain and may therefore differ materially from results ultimately achieved. Wia does not make any representations, provides no warranties concerning the accuracy of the forward-looking statements and disclaims any obligation to update or revise any forward-looking statements based on new information, future events or otherwise except to the extent required by applicable laws. Except for statutory liability which cannot be excluded, each of Wia and its related bodies corporate and their respective officers, employees and advisers disclaim any responsibility for the accuracy or completeness of the material contained in this report and exclude all liability whatsoever (including in negligence) for any loss or damage (direct or indirect) which may be suffered by any person as a consequence of any information in this report or any error in it or omission from it. Annual Statement of Reserves and Resources WIA GOLD ANNUAL REPORT | 2026 78
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ASX Additional Information Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report, current as at 8 September 2026 is set out below. Distribution of Equity Securities The Company has 1,702,050,904 ordinary fully paid shares quoted on ASX. Distribution Number of Shareholders Number of Shares % of Issued Share Capital 0 – 1,000 67 24,279 0.00% 1,001 – 5,000 230 622,521 0.04% 5,001 – 10,000 126 1,025,963 0.06% 10,001 – 100,000 677 28,019,638 1.65% 100,001 and over 329 1,672,358,503 98.26% 1,429 1,702,050,904 100% There are 72 shareholders holding less than a marketable parcel of shares in the Company. The names of the 20 largest shareholders of shares are listed below: Rank Holder Name Number of Shares % Issued Share Capital 1 Capital DI Limited 266,348,000 15.65% 2 BNP Paribas Nominees Pty Ltd <Clearstream> 198,938,181 11.69% 3 Citicorp Nominees Pty Limited 141,983,031 8.34% 4 J P Morgan Nominees Australia Pty Limited 140,779,874 8.27% 5 BNP Paribas Nominees Pty Ltd <IB AU Noms Retail Client> 119,368,621 7.01% 6 HSBC Custody Nominees (Australia) Limited 115,248,378 6.77% 7 BPM Investments Limited 68,195,652 4.01% 8 El-Raghy Kriewaldt Pty Ltd 53,200,000 3.13% 9 Worldpower Pty Ltd 38,000,000 2.23% 10 Jayleaf Holdings Pty Ltd <The Pollock Investment A/C> 36,565,217 2.15% 11 Merrill Lynch (Australia) Nominees Pty Limited 23,294,764 1.37% 12 Parabolica Capital Pty Ltd 20,750,000 1.22% 13 Lomacott Pty Ltd <The Keogh Super Fund A/C> 20,000,000 1.18% 13 Josef El-Raghy 20,000,000 1.18% 14 Deutsche Rohsto_ AG 19,871,621 1.17% 15 El-Raghy Kriewaldt Pty Ltd 19,800,000 1.16% 16 Montana Realty Pty Ltd 17,000,000 1.00% 17 Palm Beach Nominees Pty Limited 16,355,137 0.96% 18 Asian Investment Management Services Ltd 12,999,999 0.76% 19 Mrs Judi Marie Rudd 11,750,000 0.69% 20 Gandria Capital Pty Ltd <Tedblahnki Family A/C> 10,000,000 0.59% Totals 1,370,448,475 80.52% Total Issued Capital 1,702,050,904 100.00% ASX Additional Shareholders Information As of 8 September 2026 WIA GOLD ANNUAL REPORT | 2026 79
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ASX Additional Shareholders Information As of 8 September 2026 Substantial Shareholders Substantial shareholders as disclosed in the substantial shareholding notices given to the Company are: Holder Name Number of Shares % of Issued Capital Capital DI Limited 240,000,000 16.28% BPM Investments Limited 148,300,000 10.06% Josef El-Raghy and associates 67,800,000 6.08% 1. The Company has issued a number of Shares subsequent to receipt of the relevant substantial shareholder notices. Accordingly, the holding specified above may not accurately reflect the relevant interest of the substantial shareholder as at the date of this report. Unquoted Securities The Company has the following unquoted securities on issue. Options and performance rights do not entitle the holder to vote in respect of the option or performance right, nor participate in dividends when declared, until such time as the instrument is exercised and is subsequently registered as an ordinary share. All the options and performance rights detailed below were issued under the Company’s Employee Securities Incentive Plan (Plan). Class Number of Securities Number of Holders Unlisted Options ($0.065, 23 March 2027) 5,000,000 1 Unlisted Options ($0.00, 5 April 2029) 2,285,714 2 Unlisted Options ($0.00, 17 July 2029) 12,000,000 2 Unlisted Options ($0.00, 21 March 2027) 65,217 1 Performance Rights (Expiry 24 April 2028) 5,000,000 1 Performance Rights (Expiry 7 March 2029) 5,000,000 1 Performance Rights (Expiry 12 June 2029) 1,000,000 1 Performance Rights (Expiry 16 October 2029) 349,134 2 Performance Rights (Expiry 16 March 2031) 1,500,000 1 Performance Rights (Expiry 8 September 2031) 1,500,000 1 Performance Rights (Expiry 8 September 2030) 724,459 3 1. Details of holders of Options and Performance Rights issued under the Company’s Plan are exempt from disclosure under ASX Listing Rule 4.10.16. Holder Class Number of Securities Number of Holders Henk Diederichs Performance Rights (Expiry 2 February 2031) 7,500,000 1 Adam Smits Performance Rights (Expiry 4 March 2031) 2,000,000 1 Voting Rights In accordance with the Company’s Constitution and subject to any rights or restrictions, at general meetings, every shareholder present and entitled to vote may vote in person or by attorney, proxy or representative, has one vote on a show of hands, and has one vote for ever Share held, upon a poll. There are no voting rights attached to unexercised options or performance rights. Restricted Securities The Company does not have any restricted securities on issue. On Market Buy Back The Company is not currently undertaking an on-market buy back of its securities. WIA GOLD ANNUAL REPORT | 2026 80
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Tenement Information Tenement Information Tanga Resources Limited 72 Annual Report 2017 Tenement interests as at 30 June 2026 Tenement Ownership Project Location EPL4833 80% Katerina Namibia EPL7246 80% Katerina Namibia EPL4818 80% Okombahe Namibia EPL7980 100% Okombahe Namibia EPL6534 90% Gazania Namibia EPL6535 90% Gazania Namibia EPL8249 80% Hagenhof NE Namibia EPL8021 – Intention to grant 100% Owambo Namibia EPL8709 100% Okombahe W Namibia WIA GOLD ANNUAL REPORT | 2026 81
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