Announcement PDF Green360 Technologies Limited Corporate Directory 30 June 2025 Corporate Directory Directors Aaron Banks Mark Pensabene Peter Trinder Darren Hedley Company secretary Chris Achurch Registered office Level 11 40 The Esplanade Perth WA 6000 Phone: (08) 9389 4495 Principal place of business 3610 Glenelg Hwy Pittong VIC 3360 Phone: (03) 5344 6688 Share registry Automic Registry Services Pty Ltd Level 5 191 St Georges Terrace Perth WA 6000 Phone: 1300 288 664 Auditors RSM Australia Partners Level 32 2 The Esplanade Perth WA 6000 Phone: (08) 9261 9100 Solicitors Hamilton Locke Level 39 152-158 St Georges Terrace Perth WA 6000 Phone: (08) 6311 9160 Stock exchange listing Green360 Technologies Limited’s shares are listed on the Australian Securities Exchange (ASX code: GT3) Website www.g360tech.au Corporate Governance Statement www.g360tech.au/corporate-governance/ 2 Green360 Technologies Limited Directors’ Report 30 June 2025 Directors’ Report The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Green360 Technologies Limited (referred to hereafter as the 'Green360' or the 'Company') and the entities it controlled at the end of, or during, the year ended 30 June 2025. The Company’s name was changed from Suvo Strategic Minerals Limited to Green360 Technologies Limited on 7 March 2025. Directors The following persons were Directors of Green360 during the whole of the financial year and up to the date of this report, unless otherwise stated: Mr Aaron Banks Mr Mark Pensabene Mr Peter Trinder Mr Darren Hedley Mr Oliver Barnes Executive Chairman Non-Executive Director Non-Executive Director (appointed 25 November 2024) Non-Executive Director (appointed 6 August 2025) Non-Executive Director (resigned 25 November 2024) Principal activities The principal activities of the Group during the period were refined kaolin production in Victoria and commercialisation of lower carbon cement and concrete formulations. Review of operations During the financial year ended 30 June 2025, the Company generated $13.28 million in turnover and recognised a gross profit from operations of $0.66 million (+344.8% compared to prior corresponding period). The Company sold a total of 22,074 tonnes during the financial year, an increase from 19,842 tonnes in the prior year. This volume growth highlights the continued expansion of Pittong’s customer base and the effectiveness of the Company’s commercial strategy in targeting high-value applications across diverse end markets. Operationally, Pittong achieved a positive EBITDA of $0.14 million, compared with a loss of $1.13 million in the previous financial year. This $1.27 million turnaround, representing a 112% year-on-year improvement, highlights the effectiveness of management’s focus on margin enhancement, cost discipline, and operational efficiency across the site. These results were further supported by successful product development initiatives, entry into new markets, and strategic customer engagement efforts designed to drive increased offtake from Pittong and more effectively leverage the plant’s nameplate production capacity. Together, these factors have positioned Pittong for sustained operational and financial performance, while laying the foundation for long-term growth in both primary and value-added kaolin products. During the financial year ended 30 June 2025, the Company also invested in research and development activities to commercialise lower carbon cement binders and concrete products, utilising kaolin and other waste-derived industrial byproducts. This was aided by the incorporation of a joint venture with PERMAcast, one of Australia’s largest precast concrete manufacturers and a key commercial partner. Green360 continues the process of testing various lower carbon cement and concrete formulations with varying feedstock materials, assessing suitability for different applications and determining the best route for potential commercialisation. 3 Green360 Technologies Limited Directors’ Report 30 June 2025 Directors’ Report Significant changes in the state of affairs There were no significant changes in the state of affairs of the Group during the financial year. Matters subsequent to the end of the financial year On 6 August 2025, Mr Darren Hedley was appointed as a Non-Executive Director of the Company. On 11 August 2025, the Company announced it had secured firm commitments from institutional and sophisticated investors to raise $4.0 million before costs. A total of 146,909,090 Placement shares were issued under the Company’s Listing Rule 7.1 placement capacity (Tranche 1). The remaining 34,909,091 shares, to be allocated to a single institution, are subject to shareholder approval at the general meeting scheduled for 1 October 2025. On 4 September 2025, the Company announced that after 4 years with the Company, Mr Bojan Bogunovic had resigned as Chief Executive Officer. As agreed with the Board to enable a smooth transition, Bojan’s resignation will become effective on 31 October 2025. Apart from matters discussed above, no other matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. Likely developments and expected results of operations The Group intends to continue its exploration, development, commercialisation and production activities on its existing operations and projects and to acquire further suitable projects as opportunities arise. Environmental regulation The Group is subject to and is compliant with all aspects of environmental regulation of its exploration and mining activities. The Directors are not aware of any environmental law that is not being complied with. Material business risks Development and commercialisation of the Company’s technology The success of the Company will depend upon the Company’s ability to further develop and commercialise its technology and intellectual property. A failure to successfully develop and commercialise the technology could lead to a loss of opportunities and adversely impact the Company’s operating results and financial position. Intellectual Property The success of the Company, in part, depends on its continued ability to protect its intellectual property and use any trademarks to increase brand awareness. The Company will depend on its intellectual property to protect its brand and trade secrets, and any pending patents on its products and production processes. In the event the Company is unable to protect its intellectual property adequately, the value of the Company’s products and brands could be adversely affected. This may further impact the overall business, with respect to its financial position and overall profitability and operational output. Exploration and development The Company’s mining tenements are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that future exploration of these tenements, or any other mineral tenements that may be acquired in the future, will result in the discovery of an economic resource. Even where an apparently viable resource is identified, there is no guarantee that it can be economically exploited. Staffing and reliance on key management The Company relies on the experience and knowledge of key members of its staff. In the event that key personnel leave and the Company is unable to recruit suitable replacements, such loss could have a materially adverse effect on the Company. Capital and funding requirements The Company is not yet at the stage where it is generating positive cash flows at the group level. Further, no assurance can be given that the Company will become profitable in the future. Accordingly, the Company may require additional equity or debt funding in the short, medium or long term. The ability of the Company to access funding is never certain and is dependent on a multitude of factors, including the macro-economic conditions in Australia and overseas. 4 Green360 Technologies Limited Directors’ Report 30 June 2025 Directors’ Report Production, operations and supply chain Green360 aims to have reliable operational performance to allow it to deliver on its operational objectives and satisfy its obligations to customers, regulators and communities. Supply chains have an influence on the way the Company operates and the results it generates. The Company relies on various key customers, supplier relationships and contractors to conduct various aspects of its operations. Demand, product pricing and offtake agreements Green360 continues to build relationships with its customers and has underpinned its production with geographically diverse offtake agreements with various pricing mechanisms. Environment, climate change and natural events Green360’s hydrous kaolin operational activities have the potential to impact the environment and require proactive management to minimise any potential impact to water resources, air quality and biodiversity. Climate change has the potential to impact the frequency, intensity, and likelihood of extreme events that could impact people’s safety, wellbeing, security and key operating infrastructure. Future growth opportunities Green360 endeavours to improve its return on investments and create shareholder value by carefully evaluating organic and inorganic growth and investment opportunities. The Company expects this risk may increase with the increased likelihood of growth and investment opportunities. Information on directors Name: Title: Aaron Banks Executive Chairman (appointed 1 May 2024), Non-Executive Chairman (resigned 1 May 2024) Experience and expertise: Aaron Banks is a specialist business consultant with over 20 years’ experience in contract negotiations and business development including senior roles in sales, marketing and construction management. In 2015 as founder and Managing Director of Australian Silica Pty Ltd, Mr Banks discovered one of the largest high grade silica sand resources in the world. Whilst on the Board of Australian Silica he successfully negotiated the sale of the Muchea Silica Sand Project to Ventnor Resources Limited which pivoted the former base metals explorer to the emerging silica sand producer known today as VRX Silica Limited (ASX:VRX). In 2020 he vended his private companies into what is Green360 Technologies Limited today. Aaron has an extensive background in industrial minerals and has focused on developing emerging assets globally. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: None Interests in shares: 75,660,225 Interests in options: None Interests in performance rights: 22,500,000 Name: Title: Experience and expertise: Mark Pensabene Non-Executive Director Mark Pensabene holds Bachelor of Engineering and Commerce degrees from the University of Western Australia and has over 20 years of operational and management experience in the engineering and construction sectors. Mark spent 18 years with ASX200 Company, Monadelphous Group, where he held a number of general manager roles. Most recently, Mark was the Executive General Manager & Chief Operating Officer at Primero Group, subsidiary of ASX listed NRW Holdings, a company specializing in the provision of EPC services in the Western Australian and North American mining sectors. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: None Interests in shares: 1,566,694 Interests in options: None Interests in performance rights: 3,000,000 5 Green360 Technologies Limited Directors’ Report 30 June 2025 Directors’ Report Name: Title: Experience and expertise Peter Trinder Non-Executive Director (appointed 25 November 2024) Peter Trinder has over 45 years’ experience in concrete technology focusing on long term performance of concrete structures and the design for durability. Mr Trinder commenced his career in 1978 and has worked in a variety of positions including concrete batch plant manager, site engineer, specialist materials consultant and concrete repair contractor. More recently, Peter consults as an independent advisor on issues related to improving the quality of construction in major infrastructure projects. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: None Interests in shares: 320,000 Interests in options: None Interests in performance rights: None Name: Title: Experience and expertise Darren Hedley Non-Executive Director (appointed 6 August 2025) Darren Hedley has over 35 years of executive leadership experience across diverse sectors including maritime services, oil and gas, infrastructure facilities management, and construction. Mr Hedley holds a Master Mariner credential, an MBA, and multiple accreditations in data science, design thinking, and gamification. He is currently Chief Executive Officer of Permacast, Western Australia’s largest precast concrete manufacturer and a joint venture partner to Green360 Technologies Limited. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: None Interests in shares: None Interests in options: None Interests in performance rights: None Name: Title: Experience and expertise: Oliver Barnes Non-Executive Director (resigned 25 November 2024) Oliver Barnes has over 25 years’ experience in natural resources and asset development with expertise in carbon, rural development, ESG and clean technology commercialisation. Mr Barnes was previously the Managing Director of an ASX listed land and water developer and held a senior role with an ASX listed phosphate technology company. He holds a Bachelor of Science in Agriculture Business Management. Other current directorships: Not applicable as no longer a director Former directorships (last 3 years): Not applicable as no longer a director Special responsibilities: Not applicable as no longer a director Interests in shares: Not applicable as no longer a director Interests in options: Not applicable as no longer a director Interests in performance rights: Not applicable as no longer a director 'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. 'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. Company secretary Chris Achurch holds the position of Company Secretary. Mr Achurch provides company secretarial, corporate advisory and general consulting services to a number of ASX listed companies. 6 Green360 Technologies Limited Directors’ Report 30 June 2025 Directors’ Report Meetings of directors The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the year ended 30 June 2025, and the number of meetings attended by each director were: Nomination and Remuneration Committee1 Attended Held Full board Attended Held Aaron Banks Mark Pensabene Peter Trinder Oliver Barnes 4 4 3 1 4 4 3 1 - - Audit and Risk Committee1 Attended Held - - 1 Refer to Company’s Corporate Governance statement. Held: represents the number of meetings held during the time the Director held office or was a member of the relevant committee. Remuneration report (audited) The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all Directors. The remuneration report is set out under the following main headings: ● Principles used to determine the nature and amount of remuneration ● Details of remuneration ● Service agreements ● Share-based compensation ● Additional information ● Additional disclosures relating to key management personnel Principles used to determine the nature and amount of remuneration The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices: ● competitiveness and reasonableness ● acceptability to shareholders ● performance linkage / alignment of executive compensation ● transparency The Board is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the Group depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high-quality personnel. In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate. Non-executive directors’ remuneration Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors' fees and payments are reviewed annually by the Board. The chairman's fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market. The chairman is not present at any discussions relating to the determination of his own remuneration. ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting. The most recent determination was at the 2016 Annual General Meeting where the shareholders approved a maximum annual aggregate remuneration of $350,000. 7 Green360 Technologies Limited Directors’ Report 30 June 2025 Directors’ Report Executive remuneration The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components. The executive remuneration has four components: ● base pay and non-monetary benefits ● short-term performance incentives ● share-based payments ● other remuneration such as superannuation and long service leave The combination of these comprises the executive's total remuneration. Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Board based on individual and business unit performance, the overall performance of the Group and comparable market remunerations. Executives may receive their fixed remuneration in the form of cash or other fringe benefits where it does not create any additional costs to the Group and provides additional value to the executive. The short-term incentives ('STI') program is designed to align the targets of the business units with the performance hurdles of executives. STI payments are granted to executives based on specific annual targets and key performance indicators ('KPI's') being achieved. The long-term incentives ('LTI') include share-based payments. Shares are awarded to executives over a period greater than one year based on long-term incentive measures. Use of remuneration consultants During the financial year ended 30 June 2025, the Group did not engage a remuneration consultant. Voting and comments made at the Company's 2024 Annual General Meeting ('AGM') At the 2024 AGM, 99.66% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2024. The Company did not receive any specific feedback at the AGM regarding its remuneration practices. 8 Green360 Technologies Limited Directors’ Report 30 June 2025 Directors’ Report Details of remuneration Amounts of remuneration Details of the remuneration of key management personnel of the Group are set out in the following tables. The key management personnel of the Group consisted of the following persons: ● Aaron Banks - Executive Chairman ● Mark Pensabene - Non-Executive Director ● Peter Trinder - Non-Executive Director (appointed 25 November 2024) ● Oliver Barnes - Non-Executive Director (resigned 25 November 2024) ● Bojan Bogunovic - Chief Executive Officer ● Hanno Van Der Merwe - Chief Operating Officer Postemployment Long-term benefits benefits Short-term benefits 2025 Executive Directors: Aaron Banks Non-Executive Directors: Mark Pensabene Peter Trinder1 Oliver Barnes2 Other KMP: Bojan Bogunovic Hanno Van Der Merwe 1 2 3 4 5 Cash salary and fees Cash bonus $ 250,000 $ Superannuation Other - $ - $ 28,750 Long service leave $ Share-based payments Equitysettled shares - $ Equitysettled Other5 Total - $ 306,260 $ 585,010 48,000 28,800 67,200 - - - - - 18,765 (38,639)3,4 66,765 28,800 28,561 322,917 - - 29,932 - - 79,511 432,360 296,493 - - 29,932 - - 50,045 376,470 1,013,410 - - 88,614 - - 415,942 1,517,966 Peter Trinder was appointed Non-Executive Director on 25 November 2024. Oliver Barnes resigned as Non-Executive Director on 25 November 2024. Relates to performance rights forfeited due to cessation of directorship. Includes a $14,060 reversal in performance rights issued to ESG-F Holdings Pty Ltd, a related party of Oliver Barnes Equity settled performance rights. 9 Green360 Technologies Limited Directors’ Report 30 June 2025 Directors’ Report 2024 Executive Directors: Aaron Banks1 Hugh Thomas2 Non-Executive Directors: Aaron Banks1 Oliver Barnes Mark Pensabene3 Agu Kantsler4 Other KMP: Bojan Bogunovic5 Hanno Van Der Merwe 1 2 3 4 5 6 7 8 9 10 Postemployment Long-term Short-term benefits benefits benefits Long Cash salary Cash NonSuperservice and fees bonus monetary annuation leave $ 41,667 165,000 $ - $ - $ 4,583 - $ Share-based payments EquityEquitysettled settled shares Other9 $ - - Total $ (177,186)8 (13,221)9 $ (130,936) 151,779 54,299 48,000 2,400 33,574 - 61,6146 - 12,750 3,693 - - (49,155)8,10 - 128,663 (1,155) 2,400 37,267 291,667 - - 29,333 - - (34,101) 8 286,899 257,918 - 12,0007 27,399 - 60,000 (25,952) 8 331,365 894,525 - 73,614 77,758 - 60,000 (299,615) 806,282 Aaron Banks was Non-Executive Chairman up until 1 May 2024, he then transitioned to Executive Chairman. Hugh Thomas resigned as Managing Director on 30 October 2023. Mark Pensabene was appointed Non-Executive Director on 13 June 2024. Agu Kantsler was appointed Non-Executive Director on 5 September 2023 and resigned on 13 June 2024. Bojan Bogunovic was Chief Financial Officer up until 31 October 2023, he then transitioned to Chief Executive Officer. This was for consulting services provided by Aaron Banks during his time as Non-Executive Chairman. This was for director fees for Dingo HPA Pty Ltd. Relates to reversal of performance rights as a result of changes in the likelihood of vesting. Relates to performance rights forfeited due to cessation of directorship. Includes a $17,886 reversal in performance rights issued to ESG-F Holdings Pty Ltd, a related party of Oliver Barnes. The proportion of remuneration linked to performance and the fixed proportion are as follows: Name Executive Directors: Aaron Banks Hugh Thomas Non-Executive Directors: Mark Pensabene Peter Trinder Aaron Banks Oliver Barnes Agu Kantsler Other KMP: Bojan Bogunovic Hanno Van Der Merwe 1 Fixed remuneration 2025 2024 At risk - STI 2025 2024 At risk - LTI 2025 2024 48% - (35%)1 109%1 - - 52% - 135%1 (9%)1 72% 100% 235%1 - 100% 100% (4,155%)1 100% - - 28% (135%)1 - 4,255%1 - 82% 87% 112%1 90%1 - 18%1 18% 13% (12%)1 (8%)1 Due to reversals of performance rights issued in prior years. 10 Green360 Technologies Limited Directors’ Report 30 June 2025 Directors’ Report Service agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows: Name: Title: Agreement commenced: Term of agreement: Details: Aaron Banks Executive Chairman 1 May 2024 Open Base salary of $250,000 plus superannuation guarantee. The salary will be reviewed annually by the Company in accordance with the policy of the Company for the annual review of salaries. 3-month termination notice by either party, the Company may at any time pay a cash bonus, non-solicitation and non-compete clauses. Name: Title: Agreement commenced: Term of agreement: Details: Bojan Bogunovic Chief Executive Officer 31 October 2023 Open1 Base salary of $325,000 plus superannuation guarantee. The salary will be reviewed annually by the Company in accordance with the policy of the Company for the annual review of salaries. 3-month termination notice by either party, the Company may at any time pay a cash bonus, non-solicitation and non-compete clauses. Name: Title: Agreement commenced: Term of agreement: Details: Hanno Van Der Merwe Chief Operating Officer 1 December 2022 Open Base salary of $300,000 plus superannuation guarantee. The salary will be reviewed annually by the Company in accordance with the policy of the Company for the annual review of salaries. 5-week termination notice by either party, the Company may at any time pay a cash bonus, non-solicitation and non-compete clauses. Key management personnel have no entitlement to termination payments in the event of removal for misconduct. 1 Subsequent to year end, Bojan Bogunovic resigned as Chief Executive Officer, with the resignation to become effective on 31 October 2025. The vesting of any outstanding performance rights will be determined on the final day of employment. Share-based compensation Performance rights During the year, 24,000,000 performance rights were issued to key management personnel. The performance rights convert into fully paid ordinary shares in the capital of the Company upon achievement of the following milestones: a. One third of the performance rights will convert into ordinary shares on a one-for-one basis upon the Company’s VWAP being at least $0.065 over 20 consecutive trading days on which the Company’s shares have actually traded, expiring 3 years after the date of issue. b. One third of the performance rights will convert into ordinary shares on a one-for-one basis upon the Company’s VWAP being at least $0.08 over 20 consecutive trading days on which the Company’s shares have actually traded, expiring 3 years after the date of issue. c. One third of the performance rights will convert into ordinary shares on a one-for-one basis upon the Company’s VWAP being at least $0.095 over 20 consecutive trading days on which the Company’s shares have actually traded, expiring 3 years after the date of issue. For the year ended 30 June 2025, an expense of $415,942 has been recognised in relation to the performance rights issued to Directors and other key management personnel. 11 Green360 Technologies Limited Directors’ Report 30 June 2025 Directors’ Report Additional information The earnings of the Group for the five years to 30 June 2025 are summarised below: Sales revenue EBITDA EBIT Loss after income tax 2025 $ 2024 $ 2023 $ 2022 $ 2021 $ 13,275,357 (3,006,383) (4,012,681) (4,047,444) 12,252,427 (6,718,124) (7,541,764) (7,635,544) 11,259,102 (7,533,562) (8,130,410) (8,101,122) 13,957,078 (1,348,513) (1,888,438) (1,951,007) 6,510,970 (1,671,660) (2,238,073) (2,220,638) The factors that are considered to affect total shareholders return ('TSR') are summarised below: Share price at financial year end ($) Total dividends declared (cents per share) Basic loss per share (cents per share) 2025 2024 2023 2022 2021 0.039 (0.41) 0.046 (0.88) 0.026 (1.14) 0.04 (0.32) 0.15 (0.43) Additional disclosures relating to key management personnel Shareholding The number of shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below: Ordinary shares Aaron Banks Mark Pensabene Peter Trinder Oliver Barnes Bojan Bogunovic Hanno Van Der Merwe 1 2 Balance at the start of the year Exercise of Received performance as part of rights remuneration Acquired 75,451,278 1,300,000 -1 1,847,619 2,000,000 80,598,897 - 208,947 266,694 320,000 252,381 1,048,022 Balance at appointment as director on 25 November 2024. Balance at cessation of directorship. 12 - Disposals/ other Balance at the end of the year (262,000) (262,000) 75,660,225 1,566,694 320,000 -2 2,100,000 1,738,000 81,384,919 Green360 Technologies Limited Directors’ Report 30 June 2025 Directors’ Report Option holding The number of options over ordinary shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below: Options over ordinary shares Aaron Banks Mark Pensabene Peter Trinder Oliver Barnes Bojan Bogunovic Hanno Van Der Merwe 1 2 3 Balance at the start of the year Granted as remuneration - Exercised - -1 93,750 93,750 Expired/ forfeited - Balance at the end of the year Net change other - - -2 93,7503 93,750 Balance at appointment as director on 25 November 2024. Balance at cessation of directorship. Free-attaching options. Performance rights The number of performance rights in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below: Performance rights Aaron Banks Mark Pensabene Peter Trinder Oliver Barnes Bojan Bogunovic Hanno Van Der Merwe 1 2 Balance at the start of the year Granted as remuneration 15,000,000 5,895,0001 5,850,000 6,000,000 32,745,0