Announcement PDF P +61 8 6383 6593 info@rarex.com.au ASX: REE, REEO rarex.com.au Annual Report RareX Limited 2026 RareX HQ Level 1, 1 Alvan Street Subiaco WA 6008 Australia RareX Limited Corporate directory 30 June 2026 1 Directors Jeremy Robinson James Durrant Shaun Hardcastle Selina Hayes Company Secretary Oonagh Malone Principal place of business & Registered Office Level 1, 1 Alvan Street Subiaco, Western Australia 6008 Telephone: (08) 6383 6593 Share register Automic Registry Services Level 5, 191 St Georges Terrace Perth Western Australia 6000 Telephone: (08) 9324 2099 Auditor Hall Chadwick WA Audit Pty Ltd 283 Rokeby Road Subiaco Western Australia 6008 Solicitors Hamilton Locke Central Park, Level 39 152-158 St Georges Terrace Perth Western Australia 6000 Stock exchange listing RareX Limited shares are listed on the Australian Securities Exchange (ASX code: REE) Website www.rarex.com.au RareX Limited Directors' report 30 June 2026 2 The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of RareX Limited (referred to hereafter as the 'company', ‘group’ or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2026. Directors The following persons were directors of RareX Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Jeremy Robinson James Durrant Shaun Hardcastle Selina Hayes (appointed 1 January 2026) Danny Goeman (resigned 31 August 2026) Company Secretary Oonagh Malone Principal activities During the financial year the principal continuing activities of the consolidated entity consisted of exploration activities at the consolidated entity’s mining tenements predominately situated in Western Australia. Dividends No dividend has been declared or paid by the Company since the end of the previous financial year and the Directors do not at present recommend a dividend. Review of operations The loss for the consolidated entity after providing for income tax amounted to $5,067,749 (30 June 2025: $3,504,787). Cummins Range Project The Cummins Range Rare Earths Project in the Kimberley, Western Australia, continued to advance during the year, with the Company completing a number of key de-risking milestones that position the project for its next phase of development. The granting of the Mining Lease represents an important inflection point in the regulatory pathway for the Cummins Range Project. In Western Australia, a mining lease is typically the most complex and time consuming approval to secure, as it establishes the State’s acceptance of a project in principle. With this lease now in place, RareX has crossed the tenure and right to mine threshold and holds the statutory right to develop a mining operation, subject to the completion of standard operating and environmental approvals. The remaining approvals relate primarily to how the Project is developed and operated, rather than whether mining can occur, materially reducing permitting risk and providing a clear and well defined pathway toward development. The grant of the Mining Lease was followed by the successful signing of the Cummins Range Mining Heritage Protection Agreement by the Prescribed Body Corporate of the Jaru Native Title Determination in Halls Creek at a General Meeting attended by over 150 members. This is the first mining agreement entered into by the Jaru since their 2018 determination, which was lodged in 2012, and is a significant step in de-risking the Project following the completion of environmental and heritage baseline surveys, logistical de-risking, and technical development. Following the grant of the Mining Lease, RareX recommenced metallurgical testwork focused on further optimising the Cummins Range flowsheet and assessing opportunities to enhance the project's economics through the recovery of additional critical minerals. The program comprises three parallel workstreams: conventional flotation beneficiation of rare earth and phosphate concentrates through SGS Lakefield; gallium extraction and refining with Gega Elements Pty Ltd; and evaluation of a biologically derived nanophosphate pathway with Biological Inputs Pty Ltd. The program has delivered the highest rare earth and phosphate recoveries achieved to date, representing a significant step forward in the optimisation of the beneficiation flowsheet. SGS Lakefield testwork achieved a 9.5x TREO upgrade to 25.15% grade, with rougher recovery of up to 74.6%, substantially exceeding all prior Australian beneficiation results for this project. Advanced mineralogical characterisation identified monazite liberation as the primary constraint on recovery, providing a clear technical basis for further optimisation through finer, staged grinding. RareX Limited Directors' report 30 June 2026 3 Testwork also confirmed a viable extraction pathway for gallium, with Gega Elements achieving near-complete gallium extraction and strong scandium recovery of 89–93%, highlighting the potential value of Cummins Range's multi-element mineralisation and the prospect of an integrated recovery flowsheet (refer ASX announcement 13 July 2026, Cummins Range Metallurgical Program Delivers Strongest Results, for full technical detail). Next steps for the program include finer grinding to lift concentrate grade beyond the 25% TREO benchmark established this quarter, continued flowsheet development with Gega Elements to capture the gallium and scandium by-product opportunity, and progression of the nano-P collaboration with Biological Inputs toward largerscale field trials. Khaleesi Project The Khaleesi Project covers approximately 966km² in the East Yilgarn region of Western Australia. The nearest deposits of significance <5km away is Mulga Rocks uranium deposit in the Canning Basin. 100km to the north is the Tropicana gold deposit and 45km to the south are the Ponton dyke siper-high-grade rare earth occurrences. RareX acquired the project in May 2024 following recognition of the district-scale Khaleesi Alkaline Intrusive Complex (“KAIC”), which is prospective for gallium, niobium, rare earth elements and carbonatite-hosted mineralisation. In August 2026, the Company’s maiden drilling program commenced, designed to test five priority targets following the reinterpretation of historical exploration data and detailed magnetic and gravity surveys, with drilling set to test the scale and potential of the system for the first time: • Niobe gallium – the largest and most advanced target, where surface gallium mineralisation extends across a 5km x 3km area above a coincident magnetic and gravity anomaly that remains untested at depth. • Niobe carbonatites – on the western half of Niobe are coincident magnetic and gravity anomalies that may be caused by more dense and magnetic rocks such as carbonatites. • Rim – a coincident magnetic and gravity anomaly on the outer margin of the KAIC, where fractionated intrusive phases are interpreted to occur. • Nb – a priority geochemical target identified from historical drilling, in a geological setting comparable to the Toongi zirconium-hafnium-rare earth-niobium deposit. • Mag – a strongly magnetic, pipe-like body associated with major structural features within the intrusive complex Initial results have identified a broad zone of anomalous copper mineralisation in drill hole KRC012 at the Niobe Prospect, with indicative pXRF readings defining copper enrichment over approximately 74 metres from 77m to 151m downhole. The discovery introduces copper as an additional exploration opportunity within the broader Niobe system, alongside the gallium, niobium and rare earth potential already being evaluated by RareX. Mt Mansbridge Project Results from the first phase of exploration at Mt Mansbridge Heavy Rare Earths Project, located 40km south west of Northern Minerals Browns Range heavy rare earth project, were received in September 2025. The exploration team have located multiple mineralised veins up to 1.7% TREO with 10% DyTb, hydrothermally altered sandstone up to 0.7% TREO with 13% DyTb, and have identified high grade TREO up to 2.7% with 13% DyTb at Sigma Prospect. The Company is considering next steps at the Mt Mansbridge Project. Piper Project Piper forms part of RareX's growth portfolio, alongside Khaleesi. In October 2024, RareX entered into an 80% earn-in agreement for the magnetic bulls-eye Piper Project through the completion of three >300m drill holes. The Piper Project is a carbonatite pipe target located in the Aileron Province, Northern Territory, which has similarities to RareX's Cummins Range carbonatite in WA, and has been identified as a high priority drill target by the Resource Potentials geophysical team, who helped WA1 Resources discover the Luni carbonatite. The Company is currently in the planning stages for drilling at Piper and has engaged with the Central Land Council (CLC) to progress native title negotiations, with drilling planned to commence once these are concluded. RareX Limited Directors' report 30 June 2026 4 RareX and Iluka Consortium for Mrima Hill Mrima Hill represents a significant strategic growth opportunity, with RareX and in consortium with Iluka Resources, as announced on 22 April 2025, progressing through the Kenyan Government's tender process. If successful, the project will add a potential second production-scale critical minerals asset to the Company's portfolio. Cautionary Note: At present, there are no guarantees that the consortium’s application for the Mrima Hill Project will be accepted and that the consortium will be invited to negotiate with NAMICO and the State Department for Mining the terms on which the proposed Prospecting Licence will be granted. The grant of the Prospecting Licence remains subject to discretion of NAMICO and the Cabinet Secretary and therefore investors are cautioned not to place undue reliance on the grant of the Prospecting Licence. The RareX–Iluka Consortium has been selected to advance to the Request for Proposal (RFP) stage of Kenya's competitive tender for the Mrima Hill Niobium, Rare Earth Elements and Other Minerals Development Project in Kwale County, following formal written notification from Kenya's Ministry of Mining, Blue Economy and Maritime Affairs (Ref. No. MIBEMA/SDM/REOI/004/2025-2026, dated 21 July 2026). The proposal includes local value creation in Kenya through mining and initial processing, phosphate and manganese by-products, and skills development via a Curtin University partnership. The Consortium is supported by a A$50 million Share Subscription Facility with GEM Global Yield LLC SCS, earmarked to fund its Year 1–3 work programme, including construction of a pilot plant. Over the course of the last eighteen months, the Company has been undertaking various activities to support its application, including: • A formal agreement with leading global environmental and social advisory firm, WSP, has been executed to advance its foundational planning work for the proposed Mrima Hill Critical Minerals Project in Kenya. This engagement underscores RareX’s commitment to delivering a project that is grounded in leading Environmental, Social and Governance (ESG) practices while also positioning the Company to move efficiently once tenure is secured. • Leading EPCM company, Ausenco, has been appointed to lead feasibility studies, process design, construction readiness, and engineering for the proposed Mrima Hill Critical Minerals Project. Ausenco is a recognised leader in consulting, engineering, procurement, and construction management (EPCM) and is majority owned by Resource Capital Funds, a U.S.-based investment group headquartered in Denver, Colorado. Ausenco brings deep experience delivering complex, high-impact projects across Africa and globally, including Kenya. • A five-year sponsorship agreement with Curtin University has been signed to support the education of Kenyan students in areas relevant to the responsible development of critical mineral projects. Under the agreement, RareX will fund the tuition and academic costs for selected Kenyan students to undertake study at Curtin, one of Australia’s leading research institutions in mining, engineering, and environmental sciences. • Early community engagement planning commenced with the assistance of the African Waste and Environment Management Centre (AWEMAC), a leading East African environmental and social safeguards consulting firm with a strong record in stakeholder engagement and environmental governance. AWEMAC have prepared the plan to lead a program of qualitative assessment including key person interviews and focus group discussions in Kwale County to better understand local community priorities, concerns, and expectations. Once conducted, these insights will be incorporated into the evolving project design and development strategy. RareX’s RFP submission is being prepared in accordance with the Terms of Reference and evaluation criteria issued by Kenya's State Department for Mining and will be lodged in October 2026. Significant changes in the state of affairs There were no significant changes in the state of affairs of the consolidated entity during the financial year. Matters subsequent to the end of the financial year On 13 July 2026, the consolidated entity issued 3,750,000 ordinary shares in lieu of cash fee for consulting services provided to the consolidated entity. On 31 August 2026, Danny Goeman resigned as a Non-Executive Director of the company. No other matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years. RareX Limited Directors' report 30 June 2026 5 Likely developments and expected results of operations The consolidated entity intends to continue its exploration activities on its existing projects. Environmental regulation The consolidated entity 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 The group considers the following to be the key material business risks: Additional requirements for capital The Company’s capital requirements depend on numerous factors. The Company may require further financing in order to carry out its exploration programs. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programme as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company. Risk of failure in exploration, development or production Payment of compensation is ordinarily necessary to acquire participating interests. Also, surveying and exploratory drilling expenses (exploration expenses) become necessary at the time of exploration activities for the purpose of discovering resources. When resources are discovered, it is necessary to further invest in substantial development expenses. There is, however, no guarantee of discovering resources on a scale that makes development and production feasible. The probability of such discoveries is considerably low despite various technological advances in recent years, and even when resources are discovered the scale of the resource does not necessarily make commercial production feasible. For this reason, the Group conservatively recognises expenses related to exploration investment in our consolidated financial statements. To increase recoverable resources and production, the Group plans to always take an interest in promising properties and plans to continue exploration investment. Although exploration and development (including the acquisition of interests) are necessary to secure the resources essential to the Group’s future sustainable business development, each type of investment involves technological and economic risks, and failed exploration or development could have an adverse effect on the results of the Group’s operations. Environmental The operations and proposed activities of the Company are subject to laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licenses. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations. The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive. Climate risk There are a number of climate-related factors that may affect the operations and proposed activities of the Company. The climate change risks particularly attributable to the Company include: 1. the emergence of new or expanded regulations associated with the transitioning to a lower-carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact the Company and its profitability. While the Company will endeavour to manage RareX Limited Directors' report 30 June 2026 6 these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences; and 2. climate change may cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and longer- term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates. Information on directors Name: Jeremy Robinson Title: Non-Executive Chairman Experience and expertise: Jeremy is an experienced mining executive having held senior roles at multiple junior and mid-tier mining and exploration companies. Mr Robinson holds a Bachelor of Commerce from the University of Western Australia majoring in Corporate Finance, Investment Finance and Marketing. Jeremy previously held the role of Managing Director from 27 September 2019 until 3 April 2023, when he was appointed Non- Executive Chairman. Other current directorships: Executive Director of EAU Lithium Limited, formerly Cosmos Exploration Limited (since March 2021) Non-Executive Chairman of Brazilian Critical Minerals Limited (since August 2023) Non-Executive Director of Lac Gold Limited, formerly Ardiden Limited (since August 2023) Non-Executive Director of Mont Royal Resources Limited, formerly Commerce Resources Corp. (since November 2023) Former directorships (last 3 years): Non-Executive Director of Kincora Copper Limited (December 2023 – September 2025) Interests in shares: 37,339,763 ordinary shares Interests in options: 6,000,000 options exercisable at $0.018 expiring 27 December 2027 10,000,000 options exercisable at $0.046 expiring 13 October 2028 454,545 options exercisable at $0.035 expiring 22 October 2028 Interests in performance rights: 10,000,000 performance rights expiring 13 October 2028 Name: James Durrant Title: Managing Director and Chief Executive Officer Experience and expertise: James is a mining and mechanical engineer with over 20 years mining experience, half in large operating companies, and half in the mine startup space across Africa, South America and Australia. His original roles with BHP began as a graduate mining engineer and led to senior leadership and operational positions including as Quarry Manager for some of BHP's large iron ore mines. More recently his experience has extended through east and west Africa; developing projects for Australian listed resource companies from late stage exploration, including the Colluli Potash Project in Eritrea and the Minim Martap bauxite project in Cameroon – both under development. Additionally, James has helped lead the growth of EAU Lithium with a technology license from Vulcan Energy Resources to deploy their proprietary VULSORB technology in Bolivia. James is a past elected director of AAMEG, an industry peak body focused on representing Australian mining and energy companies operating in Africa. Other current directorships: Non-Executive Chairman of EAU Lithium Limited, formerly Cosmos Exploration Limited (since 27 March 2026) Non-Executive Director of Kincora Copper Limited (since November 2025) Former directorships (last 3 years): None Interests in shares: 11,090,840 ordinary shares Interests in options: 15,000,000 options exercisable at $0.018 expiring 27 December 2027 15,000,000 options exercisable at $0.046 expiring 13 October 2028 454,545 options exercisable at $0.035 expiring 22 October 2028 Interests in performance rights: 30,000,000 performance rights expiring 13 October 2028 RareX Limited Directors' report 30 June 2026 7 Name: Danny Goeman Title: Non-Executive Director (resigned 31 August 2026) Experience and expertise: Danny has over 20 years of marketing and sales experience including industry analysis, price negotiation, market segmentation and product placement across multiple commodities and multiple jurisdictions including Australia, Asia and Europe. He was previously the global director of sales & marketing and shipping at Fortescue Metals Group for four years before becoming a senior advisor to the chief executive in September 2022. Prior to FMG, he was head of marketing at international potash development company, Danakali, where he developed the off-take strategy and off-take contract frameworks and led the off-take negotiations on behalf of the Colluli Mining Share Company. He became its chief executive from September 2017 to August 2018. Prior to Danakali, Mr Goeman worked within Rio Tinto and held leading roles in commodity price negotiations, market analysis, market segmentation and price forecasting. Other current directorships: Non-Executive Director of Bannerman Energy Limited (since March 2026) Former directorships (last 3 years): None Interests in shares: 555,556 ordinary shares Interests in options: 6,000,000 options exercisable at $0.018 expiring 27 December 2027 8,000,000 options exercisable at $0.046 expiring 13 October 2028 Interests in performance rights: None Name: Shaun Hardcastle Title: Non-Executive Director Experience and expertise: Shaun has over 15 years’ experience as a corporate lawyer and extensive experience in corporate governance, risk management and compliance. He has been involved in a broad range of cross-border and domestic transactions including IPOs, capital raisings, joint ventures, corporate restructuring, project finance and asset/equity sales and acquisitions. Shaun has practiced law both in Australia and overseas and is a partner at Hamilton Locke. Other current directorships: Non-Executive Chairman of Sun Silver Limited (since February 2025) Non-Executive Chairman of Gwardar Resources Limited (since December 2025) Former directorships (last 3 years): None Interests in shares: 4,129,026 ordinary shares Interests in options: 6,000,000 options exercisable at $0.018 expiring 27 December 2027 8,000,000 options exercisable at $0.046 expiring 13 October 2028 454,545 options exercisable at $0.035 expiring 22 October 2028 Interests in performance rights: None Name: Selina Hayes Title: Non-Executive Director (appointed 1 January 2026) Experience and expertise: Ms Hayes, a U.S. – Australian dual citizen, is based in Washington, D.C., and has worked extensively with the U.S. Government on strategic and security initiatives. She leads Hayes Group International—a boutique advisory firm specialising in strategic access to U.S. capital, policy stakeholders and African mining opportunities. A long-time advocate for the development of transparent, allied rare-earth supply chains, Ms Hayes brings extensive experience spanning critical minerals, space and geospatial intelligence, and East African resource policy. She has worked closely with U.S. and African government counterparts on supply-chain initiatives linked to the Lobito Corridor, the U.S.-Africa Leaders Summit, and a range of rare-earth and technology partnerships. Other current directorships: None Former directorships (last 3 years): None Interests in shares: None Interests in options: None Interests in performance rights: None '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. RareX Limited Directors' report 30 June 2026 8 Company Secretary Oonagh Malone is a principal of a corporate advisory firm which provides company secretarial and administrative services. Ms Malone has over 15 years’ experience in administrative and company secretarial roles for listed companies and is a member of the Governance Institute of Australia. Ms Malone currently acts as company secretary for ASX-listed Benz Mining Corp, Caprice Resources Limited, Carbine Resources Limited, Riversgold Ltd and Firebird Metals Limited. Ms Malone is a non-executive director of Lion Rock Minerals Ltd. 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 2026, and the number of meetings attended by each director were: Full board Attended Eligible to Attend Jeremy Robinson 7 7 James Durrant 7 7 Shaun Hardcastle 6 7 Danny Goeman 5 7 Selina Hayes 4 5 Eligible to Attend: 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 consolidated entity, 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 objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. 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 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 Board may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market. RareX Limited Directors' report 30 June 2026 9 Executive remuneration The consolidated entity 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 and reward framework has four components: ● base pay and non-monetary benefits ● share-based payments ● other remuneration such as superannuation The combination of these comprises the executive's total remuneration. Fixed remuneration, consisting of base salary, superannua