Half-Year Accounts

CORPORATE DIRECTORY

CONTENTS

Selected Financial Data

Directors' Report

Directors' Declaration

Consolidated Statement of Profit or Loss and other Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Condensed Notes to the Consolidated Financial Statements

Auditor's Independence Declaration

Independent Auditor's Review Report

SELECTED FINANCIAL DATA (CONVERTED INTO PLN AND EUR)

Figures of the consolidated statement of profit or loss and other comprehensive income and consolidated statement of cash flows have been converted into PLN and EUR by applying the arithmetic average for the final day of each month for the reporting period, as published by the National Bank of Poland (NBP). These exchange rates were 2.6889 AUD:PLN and 4.4437 PLN:EUR for the six months ended 31 December 2023, and 3.1337 AUD:PLN and 4.7350 PLN:EUR for the six months ended 31 December 2022.

Assets and liabilities in the consolidated statement of financial position have been converted into PLN and EUR by applying the exchange rate on the final day of each respective reporting period as published by the NBP. These exchange rates were: 2.6778 AUD:PLN and 4.3480 PLN:EUR on 31 December 2023, and 2.7174 AUD:PLN and 4.4503 PLN:EUR on 30 June 2023.

DIRECTORS REPORT

The Directors of GreenX Metals Limited present their report on the Consolidated Entity consisting of GreenX Metals Limited (Company or GreenX) and the entities it controlled during the half-year ended 31 December 2023 (Consolidated Entity or Group).

DIRECTORS

The names and details of the Company's Directors in office at any time during the half-year and until the date of this report are:

Directors:

Mr Ian Middlemas Chairman

Mr Benjamin Stoikovich Director and CEO

Mr Garry Hemming Non-Executive Director

Mr Mark Pearce Non-Executive Director

Unless otherwise shown, all Directors were in office from the beginning of the half-year until the date of this report.

OPERATING AND FINANCIAL REVIEW

Operations

Highlights:

• In July 2023 GreenX entered into an Option Agreement with Greenfields Exploration Limited (Greenfields) to acquire up to 100% of the Eleonore North Gold Project (Eleonore North or ELN) in eastern Greenland.

o 2023 field work at Eleonore North was focused on determining the depth of an intrusion within the project area by deployment of an array of seismic nodes. The nodes have been retrieved with the recorded data now being processed by a geophysics specialist consulting firm.

o During the period, GreenX visited the Geological Survey of Denmark and Greenland in Copenhagen and discussed general co-operation and data sharing in respect of the Eleonore North region. GreenX also met with specialised arctic logistics service providers having extensive experience in East Greenland.

o With completion of the hearing, the Tribunal will render an Award (decision) in due course.

o Damages of up to £737 million (A$1.3 billion / PLN4.0 billion) have been claimed including the assessed value of GreenX's lost profits and damages related to both the Jan Karski and Debiensko projects, and accrued interest related to any damages.

• Cash balance as at 31 December 2023 was A$9.3 million.

Arctic Rift Copper Project

The Arctic Rift Copper Project (ARC) is an exploration joint venture between GreenX and Greenfields. ARC is targeting large scale copper in multiple settings across a 5,774 km2 Special Exploration Licence in eastern North Greenland. The area has been historically underexplored yet is prospective for copper, forming part of the newly identified Kiffaanngissuseq metallogenic province.

The results of the work program announced last year have demonstrated the high-grade nature of the known copper sulphide mineralisation and wider copper mineralisation in fault hosted Black Earth zones and adjacent sandstone units. The exact position of a native copper fissure at the Neergaard Dal prospect was also identified.

Figure 1: Map of Greenland showing GreenX's ARC and Eleonore North license areas

Eleonore North Gold Project

In July 2023, GreenX entered into an Option Agreement (Agreement) with Greenfields to acquire up to 100% of Eleonore North in eastern Greenland.

Eleonore North has the potential to host a RIRGS, analogous to large bulk-tonnage deposit types found in Canada including Donlin Creek, Fort Knox and Dublin Gulch.

Gold indicators documented at the high-priority Noa Pluton prospect within Eleonore North include:

• Historical sampling includes 4 m chip sample grading 1.93 g/t Au and 1.9% Sb (refer to Appendix 1 of the Company's announcement on 10 July 2023).

Eleonore North provides GreenX with gold exposure in Greenland and complements GreenX's existing exploration prospect in Greenland, the Arctic Rift Copper Project (ARC). There are significant synergies with regards to personnel, logistics and equipment in having multiple exploration projects in Greenland. Field works were conducted during the 2023 field season at Eleonore North, with data collected from the seismic survey presently being analysed to inform follow-on exploration program design. Results from the seismic analysis are expected in the coming months.

The primary target in Eleonore North is the Noa Pluton, followed by the Holmesø prospect and its source intrusion. The Noa Veins provide a near-term drill target, however, the Company's 2023 field work was focussed on determining the depth of the causative intrusion with greater precision using a passive seismic survey. Once analysed, this information will assist with the magnetic interpretation, provide more certainty for a future exploration program, and help identify the size of the intrusion within the well-defined hornfels.

Figure 3: Map showing prospects and geological features within the Eleonore North license areas

Dispute with the Polish Government

In November 2022, the Company reported the conclusion of the Claim against the Republic of Poland under both the Energy Charter Treaty (ECT) and the Australia-Poland Bilateral Investment Treaty (BIT) (together the Treaties). The hearing took place in London and lasted two weeks.

Details of the Claim

The evidentiary hearing phase of the arbitration proceedings has now been completed in front of the Arbitral Tribunal. With completion of the hearing, the Arbitral Tribunal will render an Award in due course. There is no specified date for an Award to be rendered. The Company's claims for damages against Poland are in the amount of up to £737 million (A$1.3 billion/PLN4.0 billion), which includes a revised assessment of the value of GreenX's lost profits and damages related to both the Jan Karski and Debiensko projects, and accrued interest related to any damages. The Claim for damages has been assessed by independent external quantum experts appointed by GreenX specifically for the purposes of the Claim.

In July 2020, the Company announced it had executed a litigation funding agreement (LFA) for US$12.3 million with Litigation Capital Management (LCM). US$10.7 million of the facility has been drawn down to cover legal, tribunal and external expert costs as well as defined operating expenses associated with the Claim. The Company does not anticipate further material drawdowns in relation to the ongoing BIT and ECT Tribunal proceedings. The LFA is a limited recourse loan with LCM that is on a "no win - no fee" basis.

In September 2020, GreenX announced that it had formally commenced with the Claim by serving the Notices of Arbitration against the Republic of Poland. In June 2021, GreenX announced that it had formally lodged its Statement of Claim in the BIT arbitration, including the first assessed claim for compensation. The Company's Statement of Reply, the last material filing to be made by the Company for the BIT arbitration proceedings, was submitted in July 2021. The Statement of Reply addresses various points raised by the Republic of Poland in its Statement of Defence. The Statement of Reply also contains a re-evaluation of the claim for damages based on responses to Poland's Statement of Defence.

CORPORATE

Share Placing

In July 2023, the Company successfully completed a placing of 5.2 million new ordinary shares at a price of A$0.80 (41 pence) per share to raise gross proceeds of approximately A$4.2 million (~£2.1 million) from new and existing investors.

The net proceeds from the placing will be used for exploration activities at the Company's projects in Greenland and to ensure that GreenX retains its strong balance sheet position.

Financial Position

GreenX had cash of A$9.3 million as at 31 December 2023.

Results of Operations

The net loss of the Consolidated Entity for the half-year ended 31 December 2023 was $1,997,911 (31 December 2022: $1,432,272 ). Significant items contributing to the current half-year loss and the substantial differences from the previous half-year include to the following:

• Arbitration related expenses of $594,802 (31 December 2022: $4,830,784) relating to the Claim against the Republic of Poland. This has been offset by the arbitration funding income of $404,858 (31 December 2022: $4,795,937);
• Exploration and evaluation expenses of $466,094 (31 December 2022: $298,378), which is attributable to the Group's accounting policy of expensing exploration and evaluation expenditure incurred by the Group subsequent to the acquisition of rights to explore and up to the commencement of a bankable feasibility study for each separate area of interest;
• Business development expenses of $195,882 (31 December 2022: $132,578) which includes expenses relating to the Group's review of new business and project opportunities plus also investor relations activities during the six months to 31 December 2023 including public relations, digital marketing, legal related expenses and business development consultant costs; and
• Revenue of $252,221 (31 December 2022: $161,385) consisting of interest income of $249,546 (31 December 2022: $27,901) and the receipt of $ 2,675 (31 December 2022: $133,484) of gas and property lease income derived at Debiensko.

Financial Position

At 31 December 2023, the Group had cash reserves of $9,318,320 (30 June 2023: $8,674,728) placing it in a good financial position to continue with exploration activities at in Greenland as well as pursuing business development activities.

At 31 December 2023, the Company had net assets of $17,745,904 (30 June 2023: $15,721,510) an increase of approximately 11% compared with 30 June 2023. This is largely attributable to the increase in exploration and evaluation assets which amounts to A$8,984,599 (30 June 2023: $7,750,883).

Business Strategies and Prospects for Future Financial Years

GreenX's strategy is to create long-term shareholder value through the discovery, exploration, development and acquisition of technically and economically viable mineral deposits. This also includes pursuing the Claim against the Republic of Poland through international arbitration in the short to medium term.

• Continue to enforce its rights through an established and enforceable legal framework in relation to international arbitration for the investment dispute between GreenX and the Polish Government that has arisen out of certain measures taken by Poland in breach of the Treaties;
• Identify and assess other suitable business opportunities in the resources sector; and
• Continue with current exploration activities in Greenland for minerals, including for copper and gold.

All of these activities are inherently risky and the Board is unable to provide certainty of the expected results of these activities, or that any or all of these likely activities will be achieved. Furthermore, GreenX will continue to take all necessary actions to preserve the Company's rights and protect its investments in Poland, if and as required. The material business risks faced by the Group that could have an effect on the Group's future prospects, and how the Group manages these risks, include the following:

· Litigation risk - All industries, including the mining industry, are subject to legal and arbitration claims. Specifically, and as noted above, the Company is continuing with its Claim against the Republic of Poland, and will strongly defend its position and will continue to take all relevant actions to pursue its legal rights in the Claim process. In November 2022, the hearing for the Claim was completed with the Tribunal to render an Award (i.e., a decision) in due course with no specified date available for the Tribunal decision. There is however no certainty that the Claim will be successful. If the Claim is unsuccessful, then this may have a material impact on the value of the Company's securities.

· Earn-in and joint venture contractual risk - The Company's earn-in right to the ARC project is subject to the EIA with Greenfields as announced in October 2021. The Company's ability to achieve its objectives is dependent on it and other parties complying with their obligations under the EIA. Any failure to comply with these obligations may result in the Company not obtaining its interests in ARC and being unable to achieve its commercial objectives, which may have a material adverse effect on the Company's operations and the performance and value of the Shares. There is also the risk of disputes arising with the Company's joint venture partner, Greenfields, the resolution of which could lead to delays in the Company's proposed development activities or financial loss.

When the Company earns in its interest in ARC, an incorporated joint venture will be established between the Company and Greenfields. The nature of the joint venture may change in future, including the ownership structure and voting rights in relation to ARC, which may have an effect on the ability of the Company to influence decisions on ARC.

With regards to the Option Agreement for ELN, it should be noted that the Option Agreement is subject to a number of conditions precedent including the payment of the option fee by the Company and there is a risk that the transaction may not complete and the Company will not acquire the ELN project.

· Operations in overseas jurisdictions risk - ELN and ARC are located in Greenland, and as such, the operations of the Company will be exposed to related risks and uncertainties associated with the country, regional and local jurisdictions. Opposition to the projects, or changes in local community support for the projects, along with any changes in mining or investment policies or in political attitude in Greenland and, in particular to the mining, processing or use of copper, may adversely affect the operations, delay or impact the approval process or conditions imposed, increase exploration and development costs, or reduce profitability of the Company. Moreover, logistical difficulties may arise due to the assets being located overseas such as the incurring of additional costs with respect to overseeing and managing the projects, including expenses associated with taking advice in relation to the application of local laws as well as the cost of establishing a local presence in Greenland. Fluctuations in the currency of Greenland may also affect the dealings and operations of the Company.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests. Further, the outcomes in courts in Greenland may be less predictable than in Australia, which could affect the enforceability of contracts entered into by the Company.

The projects are remotely located in an area that has an arctic climate and that is categorised as an arctic desert, and as such, the operations of the Company will be exposed to related risks and uncertainties of arctic exploration, including adverse weather or ice conditions which may and has prevented access to the projects, which can impact exploration and field activities or generate unexpected costs. It is not possible for the Company to predict or protect the Company against all such risks.

• The Group may be adversely affected by fluctuations in mineral prices - The price of gold and copper fluctuates widely and is affected by numerous factors beyond the control of the Group. Future production, if any, from the Group's mineral properties will be dependent upon gold and copper prices being adequate to make these properties economic. The Group currently does not engage in any hedging or derivative transactions to manage commodity price risk. As the Group's operations change, this policy will be reviewed periodically going forward.
• The Group may be adversely affected by competition within the mineral industry - The Group competes with other domestic and international copper companies, some of whom have larger financial and operating resources. Increased competition could lead to higher supply or lower overall pricing. There can be no assurance that the Company will not be materially impacted by increased competition. In addition, the Group is continuing to secure additional surface and mineral rights, however there can be no guarantee that the Group will secure additional surface and mineral rights, which could impact on the results of the Group's operations.
• The Company may be adversely affected by fluctuations in foreign exchange - Current and planned activities are predominantly denominated in Sterling, Danish krone and/or Euros and the Company's ability to fund these activates may be adversely affected if the Australian dollar continues to fall against these currencies. The Company currently does not engage in any hedging or derivative transactions to manage foreign exchange risk. As the Company's operations change, this policy will be reviewed periodically going forward.

RELATED PARTY DISCLOSURE

Balances and transactions between the Company and its subsidiaries, which are related parties to the Company, have been eliminated on consolidation. There have been no other transactions with related parties during the half-year ended 31 December 2023, other than remuneration for Key Management Personnel and payments of $170,000 (31 December 2022: $144,000) to Apollo Group Pty Ltd, a Company of which Mr Mark Pearce is a Director and beneficial shareholder, for the provision of serviced office facilities and administration services. The amount is based on a monthly retainer due and payable in advance, with no fixed term, and is able to be terminated by either party with one month's notice. This item has been recognised as an expense in the Statement of Profit or Loss and other Comprehensive Income.

SUBSTANTIAL SHAREHOLDERS (shareholder with voting power of at least 5%)

Substantial Shareholder notices have been received by the following:

SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

There were no significant events occurring after balance date requiring disclosure.

AUDITOR'S INDEPENDENCE DECLARATION

Section 307C of the Corporations Act 2001 requires our auditors, Ernst and Young, to provide the Directors of GreenX Metals Limited with an Independence Declaration in relation to the review of the half-year financial report. This Independence Declaration is on page 19 and forms part of this Directors' Report.

Signed in accordance with a resolution of the Directors.

BEN STOIKOVICH

Director

DIRECTORS' DECLARATION

In accordance with a resolution of the Directors of GreenX Metals Limited, I state that:

In the reasonable opinion of the Directors and to the best of their knowledge:

• the attached financial statements and notes thereto for the period ended 31 December 2023 are in accordance with the Corporations Act 2001, including:
• giving a true and fair view of the financial position of the Group as at 31 December 2023 and of its performance for the half-year ended on that date; and
• The Directors Report, which includes the Operating and Financial Review, includes a fair review of:
• important events during the first six months of the current financial year and their impact on the half-year financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and
• related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Group during that period, and any changes in the related party transactions described in the last annual report that could have such a material effect; and

On behalf of the Board

BEN STOIKOVICH

Director

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE HALF-YEAR ENDED 31 DECEMBER 2023

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF-YEAR ENDED 31 DECEMBER 2023

• SUMMARY OF MATERIAL ACCOUNTING POLICIES
• Statement of Compliance

The interim consolidated financial statements of the Group for the half-year ended 31 December 2023 were authorised for issue in accordance with the resolution of the Directors.

This general purpose financial report for the interim half-year reporting period ended 31 December 2023 has been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report of GreenX Metals Limited for the year ended 30 June 2023 and any public announcements made by the Company and its controlled entities during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

• BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES
• Basis of Preparation of Half-Year Financial Report

The consolidated financial statements have been prepared on the basis of historical cost. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars. The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

The Group has updated the classification of expenses to make the Statement of Profit or Loss and other Comprehensive Income more relevant to users of the financial report. This has resulted in the reclassification of some items in the prior period, however, has not impacted the reported loss for the period. The Group has also updated the classification of the Ordinary Shares relating to the calculation for basic and diluted earnings per share (EPS) for the prior period, this has resulted in an updated EPS. The update was made to ensure EPS is more relevant to users of the financial report.

• New Standards, interpretations and amendments thereof, adopted by the Group

The accounting policies and methods of computation adopted in the preparation of the consolidated half-year financial report are consistent with those adopted and disclosed in the company's annual financial report for the year ended 30 June 2023 and the comparative interim period, other than as detailed below.

In the current period, the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2023.

New and revised Standards and amendments thereof and Interpretations effective for the current half-year that are relevant to the Group include:

• AASB 2020-3 Amendment to AASB 9 - Test for Derecognition of Financial Liabilities
• Conceptual Framework and Financial Reporting
• Issued standards and interpretations not early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Company for the reporting period ended 31 December 2023. Those which may be relevant to the Company are set out in the table below, but these are not expected to have any significant impact on the Company's financial statements:

SEGMENT INFORMATION

AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Consolidated Entity that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

The Consolidated Entity operates in one segment, being mineral exploration. This is the basis on which internal reports are provided to the Chief Executive Officer for assessing performance and determining the allocation of resources within the Consolidated Entity.

Note:

1 The ultimate recoupment of costs carried forward for exploration and evaluation is dependent on the successful development and commercial exploitation or sale of the respective areas of interest.

2 GreenX will earn an interest of up 80% in ARC through an EIA between Mineral Investment Pty Ltd ("MIPL"), a wholly owned subsidiary of the Company. Other key terms of the EIA are included in the 2023 annual report.

3 In July 2023, GreenX entered into an Option Agreement with Greenfields to acquire up to 100% of ELN. The option to acquire ELN vested once GreenX spent a minimum A$600,000 on an agreed work exploration program at ELN with results from the program expected in the coming months. The option to acquire ELN expires on 30 June 2024.

Note:

1 The Company has a lease agreement for the rental of a property. Refer to Note 7 for the carrying amount of the right of use asset relating to the lease. The following are amounts recognised in the Statement of Profit and Loss: (i) amortisation expense of right of use asset $131,190 (31 December 2022: $131,190); (ii) interest expense on lease liabilities of $18,594 (31 December 2022: $25,193); and (iii) rent expense of $116,504 (31 December 2022: $108,873).

Note:

1 As Debiensko was previously an operating mine, the Group has provided for the pay out of mining land damages to surrounding land owners who have made a legitimate legal claim under Polish law.

2 In the prior period, the Company completed the sale of the Kaczyce 1 licence infrastructure to a third party following the expiry of the licence.

Note:

1 On 2 July 2017, GreenX and CD Capital completed an investment of US$2.0 million (A$2.6 million) in the form of the non-redeemable, non-interest-bearing convertible Loan Note 2. The Loan Note 2 is convertible into ordinary shares of GreenX at an issue price of A$0.46 per share and is accounted for as equity (in full). Other key terms of the Loan Note 2 are included in the 2023 annual report.

• Movements in fully paid ordinary shares during the past six months

• Movements in share-based payments reserve during the past six months

CONTINGENT ASSETS AND LIABILITIES

There have been no changes to contingent assets or liabilities since the date of the last annual report which relate to the arbitration Claim against the Republic of Poland and the associated LFA with LCM. Please refer to the 2023 annual report for further details.

COMMITMENTS

To secure the services of the Greenfields exploration team in relation to the ARC and ELN projects, GreenX will pay a services fee of approximately $59,500 per month to 30 June 2024.

FINANCIAL INSTRUMENTS

The Group's financial assets and liabilities, which comprise of cash and cash equivalents, trade and other receivables, trade and other payables and other financial liabilities, may be impacted by foreign exchange movements. At 31 December 2023 and 30 June 2023, the carrying value of the Group's financial assets and liabilities approximate their fair value.

DIVIDENDS PAID OR PROVIDED FOR

No dividend has been paid or provided for during the half-year (31 December 2022: nil).

SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

There were no significant events occurring after balance date requiring disclosure.

AUDITOR'S INDEPENDENCE DECLARATION

INDEPENDENT AUDITOR'S REVIEW REPORT