Directors’ Report

The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘consolidated entity’ or ‘Group’) consisting of VHM Limited (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the half-year ended 31 December 2025.

Directors

The following persons were directors of VHM Limited during the whole of the financial halfyear and up to the date of this report, unless otherwise stated:

Ian Smith Non-Executive Chairman
Ron Douglas Non-Executive Director (Transitioned from CEO on 1 October 2025)
Don Runge Non-Executive Director
Maree Arnason Non-Executive Director
Colin Moorhead Non-Executive Director

Company Secretary

Michael Sapountzis

Results

The loss for the half-year after tax was $3,258,000 (31 December 2024: $3,302,000). The loss for the half-year has decreased compared to the comparative period primarily driven by the reduction in discretionary spend on corporate and administrative costs.

About VHM Limited

Tier 1 rare earth and mineral sands project with globally significant mineral assemblage The Goschen Project is a Tier 1 integrated rare earth and mineral sands project with globally significant mineral assemblage, positioned to deliver on the Australian Government’s Critical Minerals Strategy.

The key attributes of the Goschen Project include:

✓ Fully Permitted to Mine: All major approvals secured, reducing regulatory risk and accelerating development timelines.
✓ Aim to be first to Market in 2027: Positioned to be one of the earliest new producers in the rare earths sector, capturing strong demand growth.
✓ Simple, Low-Cost Operation: Straightforward mining and processing flowsheet designed for efficiency and cost competitiveness.
✓ Proven Technology: Utilises established, commercially validated processes – minimising technical risk and ensuring reliability.
✓ Twin Revenue Streams: Rare earths and mineral sands production diversify income and enhance project resilience.
✓ Strategic Location: Situated in Victoria, Australia – a stable jurisdiction with strong infrastructure and proximity to transport and export routes.
✓ Strong ESG Profile: Commitment to sustainable practices and community engagement, aligning with investor expectations.

Review of Operations

During the period, the Company made significant progress toward the development of its flagship Goschen Project in north-west Victoria, focus is on establishing an Australian-owned rare earths and mineral sands project with a globally significant critical minerals inventory and a targeted production commencement in late 2027.

Environment Protection and Biodiversity Conservation Act approval

In September, VHM was pleased to advise that it received formal approval under the Environment Protection and Biodiversity Conservation Act 1999 (EPBC) for its flagship Goschen Rare Earths and Mineral Sands Project. This approval represented a major regulatory milestone for the Project, following the successful completion of the Environmental Effects Statement (EES) process and the granting of the Mining Licence by Resource Victoria last year. The EPBC approval confirms the Project meets the Commonwealth Government’s environmental requirements.

Cultural Heritage Management Plan Approval

The Secretary of the Department of Premier and Cabinet approved the Cultural Heritage Management Plan (CHMP) for the Goschen Project in October. The approved CHMP covers resource extraction activities and represents another significant milestone in the Goschen Project’s development pathway. The approval confirms that the plan meets the requirements under the Aboriginal Heritage Act 2006 and associated regulations.

Work Plan Approval

The Work Plan was formally approved by the Victorian Government in November. This regulatory milestone confirms that the Goschen Project’s operational and management plans meet all requirements under the Mineral Resources (Sustainable Development) Act and associated regulations. This is the final mining approval required before construction and mining activities can commence.

Earth Resources Regulator Compliance

No reportable incidents, either environmental or exploration, occurred during the reporting period. No regulatory audits were undertaken. The Annual Technical Report and Expenditure Reports were prepared and submitted for VHM’s licences in accordance with regulatory requirements. All tenements remain in good standing with financial commitments met.

Letter of Interest with Export-Import Bank of the United States (EXIM)

In October, VHM announced it had received a Letter of Interest (LOI) from the Export-Import Bank of the United States (EXIM) for up to US$200 million (~A$304 million) in project financing support for the development of the Goschen Project. The LOI outlines a potential financing package with a maximum repayment term of 15 years, subject to standard due diligence and compliance with EXIM’s program, legal and eligibility requirements. It aligns strategically with US priorities through EXIM’s Supply Chain Resiliency Initiative, supporting critical mineral supply to US buyers and may also qualify under the China and Transformational Exports Programme to enhance US competitiveness.

Letter of Support with Export Finance Australia (EFA)

VHM also received a non-binding and conditional Letter of Support (LOS) from Export Finance Australia (EFA) for the provision of up to A$75 million. This Letter of Support complements the LOI received from EXIM and the combined indicative support from EFA and EXIM highlights the Project’s strategic importance and its potential to contribute to global rare earth supply diversification and downstream value creation.

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