Announcement PDF Bannerman Energy Ltd W bannermanenergy.com Suite 7, 245 Churchill Avenue, Subiaco, Western Australia 6008 T +61 8 9381 1436 PO Box 1973, Subiaco, Western Australia 6008 E info@bmnenergy.com Bannerman Energy Ltd and Controlled Entities ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2026 CORPORATE DIRECTORY BANNERMAN ENERGY LTD 2026 ANNUAL REPORT EXECUTIVE CHAIRMAN Brandon Munro MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER Gavin Chamberlain CHIEF FINANCIAL OFFICER & JOINT COMPANY SECRETARY Stephen Herlihy JOINT COMPANY SECRETARY Karen Logan NON-EXECUTIVE DIRECTORS Alison Terry (Lead Independent & Deputy Chair) Danny Goeman Felicity Gooding Clive Jones Bruce McFadzean PRINCIPAL & REGISTERED OFFICE Suite 7, 245 Churchill Avenue SUBIACO WA 6008 Australia Telephone: +61 (8) 9381 1436 AUDITORS Ernst & Young 9 The Esplanade PERTH WA 6000 Telephone: +61 (8) 9429 2222 Facsimile: +61 (8) 9429 2432 SHARE REGISTRAR Computershare (Australia) Level 17 221 St George’s Terrace PERTH WA 6000 Telephone from within Australia: 1300 850 505 Telephone from outside Australia: +61 (3) 9415 4000 Facsimile: +61 (8) 9323 2033 STOCK EXCHANGE LISTINGS Australian Securities Exchange (ASX Code: BMN) Namibian Stock Exchange (NSX Code: BMN) OTC Markets (OTCQX Code: BNNLF) TABLE OF CONTENTS BANNERMAN ENERGY LTD i 2026 ANNUAL REPORT Chairman’s Letter to Shareholders ..................................................................................................................................1 Board of Directors and Executives ...................................................................................................................................3 Directors’ Report..............................................................................................................................................................8 Auditor’s Independence Declaration .............................................................................................................................29 Remuneration Report (audited).....................................................................................................................................31 Consolidated Statement of Comprehensive Income .....................................................................................................47 Consolidated Statement of Financial Position ...............................................................................................................48 Consolidated Cash Flow Statement ...............................................................................................................................49 Consolidated Statement of Changes in Equity...............................................................................................................50 Notes to the Financial Statements.................................................................................................................................51 Consolidated Entity Disclosure Statement.....................................................................................................................92 Directors’ Declaration ....................................................................................................................................................93 Independent Auditor’s report to the members of Bannerman Energy Ltd ...................................................................94 Additional Shareholder Information..............................................................................................................................99 ABOUT BANNERMAN ENERGY About Bannerman - Bannerman Energy Ltd is a uranium development business listed on the Australian and Namibian stock exchanges and traded on the OTCQX Market in the US. Its flagship asset is the advanced Etango Uranium Project located in the Erongo Region of Namibia. Etango has benefited from extensive exploration and feasibility activity over the past 15 years. The Etango tenement possesses a globally large-scale uranium mineral resource1 . In December 2022, a Definitive Feasibility Study (DFS)2 was completed on the Etango-8 Project, confirming to a definitive-level the strong technical and economic viability of conventional open pit mining and heap leach processing of the Etango deposit at 8Mtpa throughput (for average annual output of 3.5 Mlbs U3O8). In March 2024, a scoping study3 demonstrated the capacity to expand annual production to 6.7 Mlbs U3O8. Etango’s advanced credentials are further highlighted by the construction and multi-year operation of the Etango Heap Leach Demonstration Plant, which comprehensively de-risked the conventional acid heap leach process to be utilised on the Etango ore. All environmental approvals have been received for the proposed Etango mine and external mine infrastructure, based on a 12-year environmental baseline. Bannerman was awarded the Mining Licence for Etango in December 2023 and is progressing all key project workstreams towards a targeted positive Final Investment Decision (FID) in parallel with strengthening uranium market fundamentals. Namibia is a premier uranium investment jurisdiction, with a 50-year history of uranium production and export, excellent infrastructure and support for uranium mining from both government and community. As the world’s third largest producer of uranium, Namibia is an ideal development jurisdiction boasting political stability, security, a strong rule of law and an assertive development agenda. The Bannerman team has ample direct experience in the development, construction and operation of uranium projects in Namibia, as well as extensive links into the downstream nuclear power industry. Bannerman has long established itself as an Environmental, Social and Governance (ESG) leader in the uranium and nuclear energy sector. It is also a leader within Namibia on social development and community engagement and exercises best-practice governance in all aspects of its business. This was recognised with the receipt of the 2023 African Mining Indaba’s ESG Award for Community Engagement. More information is available on Bannerman’s website at www.bannermanenergy.com. 1 and 2 Refer to Bannerman’s ASX release dated 6 December 2022, Etango-8 Definitive Feasibility Study. Bannerman confirms that it is not aware of any new information or data that materially affects the information included in that release. All material assumptions and technical parameters underpinning the estimates in that ASX release continue to apply and have not materially changed. 3 Refer to Bannerman’s ASX release dated 18 March 2024, Etango-XP and Etango-XT Scoping Study. BANNERMAN ENERGY LTD 1 2026 ANNUAL REPORT CHAIRMAN’S LETTER TO SHAREHOLDERS Dear Fellow Shareholders, The 2026 financial year was a defining period for Bannerman. Our Etango uranium project moved materially closer to development, with early works and detailed engineering advancing alongside the establishment of a strategic partnership with CNNC Overseas Limited (CNOL). Subsequent to year end, the remaining conditions precedent to that transaction were satisfied or waived and Bannerman completed a A$124 million institutional placement. Together, these milestones have substantially strengthened the pathway to a Final Investment Decision and full scale construction of the future Etango uranium mine. The significance of this progress is best understood in the context of the nuclear fuel market. Nuclear energy continues to gain recognition as an important source of reliable, secure and low emission electricity. At the same time, utilities are increasingly focused on the security, diversity and longevity of uranium supply. Etango is well placed within this environment as a large, advanced uranium project in Namibia, an established uranium producing jurisdiction with the infrastructure, skills and regulatory framework to support long term production. The CNOL transaction was the principal strategic milestone of the year. It brings together project funding, a long term joint venture partner and a life of mine uranium offtake relationship with a major participant in the global nuclear industry. Importantly, the structure enables Bannerman to retain majority ownership and operatorship of Etango and provides a pathway to develop the uranium project without conventional project debt. The associated offtake arrangements are also important to the long term commercial position of Etango. CNOL will have rights to purchase 60% of life of mine uranium production on market linked terms, while the remaining 40% will continue to be independently marketed by Bannerman. The structure therefore combines a substantial long term sales channel with continued customer diversification and exposure to uranium market fundamentals. Revenue from all Etango uranium sales accrues to the project, with the economic benefits shared through the respective ownership interests. Etango itself continued to advance materially during the year. Early works progressed in line with the Company’s staged development approach, including bulk earthworks, concrete construction, permanent water infrastructure and long lead procurement. Detailed engineering also continued to mature. These activities have progressively reduced execution risk and improved readiness for the transition to full scale construction, while retaining appropriate control over capital commitments ahead of Final Investment Decision. The progress achieved at Etango has been underpinned by a strong safety culture and responsible approach to development. The project passed one million Lost Time Injury free hours during the year despite the substantial increase in construction activity. Bannerman also continued to strengthen its environmental management, local procurement, community engagement and organisational capability as the future Etango uranium mine moves towards its next phase. The Board remains appreciative of the support Bannerman receives in Namibia. The Company has operated in the country for many years and continues to benefit from constructive engagement with government, communities, suppliers and other stakeholders. The increasing participation of Namibian businesses in Etango’s development is particularly important as we seek to ensure that the project creates enduring economic and social benefits within its host country. Following year end, Bannerman completed a further important part of the Etango funding strategy. On 9 September 2026, all conditions precedent to the CNOL strategic investment and joint venture were satisfied or waived. The subsequent A$124 million institutional placement, together with existing cash resources, the CNOL investment and reimbursement payments and CNOL’s proportionate future funding contributions, is expected to provide the funding required for Etango through construction and ramp up. Completion of the CNOL transaction is expected before the end of September 2026, after which the Company intends to progress towards Final Investment Decision. These achievements reflect many years of disciplined work by Bannerman’s people. On behalf of the Board, I thank Gavin Chamberlain, the executive leadership team and all of our employees and contractors for their contribution during a year of considerable activity and change. I also acknowledge Werner Ewald, who retired as Managing Director of Bannerman Mining Resources (Namibia) during the year after more than 15 years with Bannerman and an important contribution to the advancement of Etango. To our shareholders, thank you for your continued support. Bannerman enters the 2027 financial year with Etango substantially more advanced, its funding pathway significantly strengthened and a strategic partner aligned with the long term success of the uranium project. The task ahead is clear: maintain discipline, complete the remaining transaction steps and, subject to Final Investment Decision, execute the construction and commissioning of the Etango uranium mine safely and effectively. CHAIRMAN’S LETTER TO SHAREHOLDERS (CONTINUED) BANNERMAN ENERGY LTD 2 2026 ANNUAL REPORT The opportunity is substantial, but so too is the responsibility that comes with developing a uranium project of Etango’s scale. Bannerman will continue to approach that responsibility with the same focus on disciplined execution, sound governance and long term value that has guided the Company to this point. Yours sincerely, Brandon Munro Executive Chairman Bannerman Energy Ltd Bannerman Board members during their recent site visit to the Etango Uranium Project in Namibia, pictured at the primary crusher site. BANNERMAN ENERGY LTD 3 2026 ANNUAL REPORT BOARD OF DIRECTORS AND EXECUTIVES Brandon Munro LLB, B.Econ, GradDipAppFin SIA, GAICD Executive Chairman Term of Office: Appointed as Executive Chairman 7 March 2024 (whilst retaining position of Managing Director). Resigned as Managing Director 3 March 2026. Independent: No Skills, experience, and expertise Brandon has 25 years’ experience as a corporate lawyer and resources executive, including an extensive history with the Company prior to his current role; General Manager between 2009-2011, based in Namibia; Chief Executive Officer and Managing Director of Bannerman between March 2016 and March 2024 (retaining the position of Managing Director until March 2026). Brandon lived in Namibia for over five years between 2009-2015, where he also served as Governance Advisor to the Namibian Uranium Association, Strategic Advisor – Mining Charter to the Namibian Chamber of Mines and Trustee of Save the Rhino Trust Namibia, a high-profile Namibian NGO. Brandon is a prominent thought leader within the uranium sector and is currently a member of the World Nuclear Association’s Director-General’s Advisory Council, which provides strategic advice to the Association’s Director-General and Board. Brandon served as Co-Chair of the World Nuclear Association’s Nuclear Fuel Demand working group for four years and was an expert contributor on uranium to the UN Economic Commission for Europe. Brandon’s voluntary service has included board roles in the conservation, arts, and education sectors. Special Responsibilities Member of the Product Offtake Committee Current ASX listed directorships Nil Former ASX listed directorships over the past three years Nil Alison Terry LLB (Hons), B.Econ, GradDipBus(Actg), FAICD Lead Independent Director & Deputy Chair Term of Office Director since 13 October 2022. Appointed Lead Independent Director 7 March 2024 and Deputy Chair 30 July 2025. Independent Yes Skills, experience, and expertise Alison is an experienced senior executive and company director with a deep understanding of sustainability, ESG dynamics, legal and corporate affairs, and the complexities of major operations. Her recent executive roles have included Director Sustainability and Corporate Affairs and Joint Company Secretary at Fortescue Metals Group, as a member of the company’s Executive team. Her prior experience spans corporate affairs, legal and general management across several sectors, including senior roles at General Motors Holden Limited and electric vehicle infrastructure start-up, Better Place. Alison's previous non-executive roles include on the boards of Johns Lyng Group, Matrix Composites & Engineering Limited, NBN Tasmania and AustralianSuper, where she was also a member of the Audit and Risk Committee. Alison is a Non-Executive Director of RAC WA Holdings Pty Limited, RAC Insurance Pty Ltd and other RAC group entities. She is the Chair of UN Women Australia, the Deputy Chair of the Black Swan State Theatre Company of Western Australia and a member of the Finance Committee of Curtin University. She is a member of Chief Executive Women and a Fellow of The Australian Institute of Company Directors. Special Responsibilities Lead Independent Director Deputy Chair Chairperson of the Sustainability Committee Member of the Audit and Risk Committee Member of the Remuneration, Nomination and Corporate Governance Committee Current ASX listed directorships Nil Former ASX listed directorships over the past three years Matrix Composites & Engineering Limited (ASX:MCE) – February 2024 to 23 July 2026. Johns Lyng Group Limited (ASX:JLG) – 27 September 2024 to 23 October 2025 BOARD OF DIRECTORS AND EXECUTIVES (CONTINUED) BANNERMAN ENERGY LTD 4 2026 ANNUAL REPORT Gavin Chamberlain BSc (Civil Eng), GDE, GAICD Managing Director & Chief Executive Officer Term of Office Chief Operating Officer since 3 February 2023, appointed as Chief Executive Officer 7 March 2024 and Managing Director 3 March 2026 Independent No Skills, experience, and expertise Gavin is a deeply experienced minerals sector leader, with a successful track record spanning 30 years in construction, engineering, and project management, most particularly within the southern African mining industry. As the former COO of Kore Potash Limited, he was responsible for advancing its large-scale potash projects in the Sintoukola district of Republic of Congo. This role saw him hold technical and commercial oversight of all internal and external project teams, as well as fostering key lender and equity investor relationships. Prior to this, Gavin was the Regional Director, Mining and Minerals Africa of AMEC Foster Wheeler (now Wood plc). Within this role, he was also the responsible Project Director for the development of the Husab Uranium Project in Namibia, now one of the world’s largest operating uranium mines. Gavin held several other project management and general civil construction roles earlier in his career. Special Responsibilities Managing Director Current ASX-listed directorships Nil Former ASX-listed directorships over the past three years Nil Danny Goeman MBA, GAICD, FAIM Non-Executive Director Term of Office Director since 3 March 2026 Independent Yes Skills, experience, and expertise Danny has over 30 years of strategic marketing experience. He has a wealth of experience in portfolio optimisation including industry analysis, high level commercial negotiations, market segmentation, and product placement across different geographies including Australia, Asia, Africa, and Europe. Danny is currently Chief Marketing Officer at Hancock Iron Ore. He previously held the role of Global Director Sales & Marketing and Shipping at Fortescue Metals, before becoming the Senior Advisor to the Chief Executive Officer. Prior to Fortescue Metals, he was the Head of Marketing at international potash development company, Danakali, where he developed the off-take strategy and off-take contract framework and led the off-take negotiations on behalf of the Colluli Mining Share Company. He became the Chief Executive Officer from September 2017 to August 2018. Prior to Danakali, Mr Goeman spent 25 years with Rio Tinto in Australia and Asia, and held several senior positions including, General Manager Sales & Marketing, General Manager Industry Analysis, and Chief Price Negotiator Asia. Special Responsibilities Chair of Product Off-take Committee Current ASX-listed directorships Nil Former ASX-listed directorships over the past three years RareX Ltd (ASX: REE) – March 2023 to 29 August 2026 BOARD OF DIRECTORS AND EXECUTIVES (CONTINUED) BANNERMAN ENERGY LTD 5 2026 ANNUAL REPORT Felicity Gooding BCom, FCA, GAICD, GradDipCA Non-Executive Director Term of Office Director since 22 January 2025 Independent Yes Skills, experience, and expertise Felicity is a proven senior finance executive with over 20 years’ experience in senior finance and management roles within multinational and ASX-listed organisations, based in both Australia and internationally. Felicity is currently Executive Director and Group Chief Financial Officer of Lithium and Geothermal Energy developer, Vulcan Energy Resources (ASX:VUL). Previously, she held the roles of Chief Financial Officer and Global Head of Commercial at Fortescue Future Industries (FFI), a subsidiary of Fortescue (ASX:FMG). Her core areas of expertise include strategic and financial analysis, debt funding, corporate finance, mergers and acquisitions and sustainability reporting. She has deep experience across a range of key industry sectors, notably green energy, mining, infrastructure, consumer goods, agriculture, and philanthropy. Felicity served as a director, Deputy Chairperson and Chair of the Finance Committee of the Black Swan State Theatre Company of Western Australia. Special Responsibilities Chair of the Audit and Risk Committee Member of the Sustainability Committee Member of the Product Offtake Committee Current ASX-listed directorships Vulcan Energy Resources (ASX: VUL) – January 2025 to present Former ASX-listed directorships over the past three years Nil Clive Jones B.App.Sc(Geol), M.AusIMM Non-Executive Director Term of Office Director since 12 January 2007 Independent Yes Skills, experience, and expertise Clive has over 30 years’ experience in mineral exploration across a diverse range of commodities, including gold, base metals, mineral sands, critical minerals, uranium, and iron ore, with direct in-country experience working in Namibia since 1998. Clive played an instrumental role in the application for the Etango prospecting licence in 2005 and has since been closely involved with the project. Clive has extensive experience as a director of numerous ASX-listed mining and exploration companies. Special Responsibilities Chair of the Remuneration, Nomination and Corporate Governance Committee Member of the Sustainability Committee Current ASX listed directorships Cazaly Resources Limited (ASX:CAZ) - September 2003 to present Former ASX listed directorships over the past three years Nil BOARD OF DIRECTORS AND EXECUTIVES (CONTINUED) BANNERMAN ENERGY LTD 6 2026 ANNUAL REPORT Bruce McFadzean DipMinEng, FAusIMM Non-Executive Director Term of Office Director since 18 November 2024 Independent Yes Skills, experience, and expertise Bruce is a mining engineer with over 40 years of mining and process experience in Gold, Copper, Iron Ore, Diamonds, Nickel, Cobalt; Mineral Sands, Rare Earths and Mining Services. His career includes 30 years’ exposure to all levels of construction and operations, ranging in size from BHP and Rio Tinto to junior development companies. Bruce’s executive management roles included 15 years as CEO of companies constructing and operating mines in Australia and Africa. He is currently Non-Executive Chairman of Aquirian Limited (Chair) and Non-Executive Director of Argosy Limited. Bruce has a Diploma in Mining from Curtin University and is a Fellow of AusIMM. Special Responsibilities Member of the Audit and Risk Committee Member of the Remuneration, Nomination and Corporate Governance Committee Current ASX-listed directorships Aquirian Limited (ASX:AQN) – April 2021 to present Argosy Minerals Limited (ASX:AGY) – April 2022 to present Fin Resources Limited (ASX:FIN) – February 2025 to present Former ASX-listed directorships over the past three years Hastings Technology Metals Limited (ASX:HAS) (resigned October 2024) Ardiden Limited (ASX:ADV) (resigned July 2023) CHIEF FINANCIAL OFFICER AND JOINT COMPANY SECRETARY Stephen Herlihy CA, CTA, FCPA, F Fin, FGIA B. Bus (Actg), GradDipAppFin SIA, MBA Term of Office Chief Financial Officer and Company Secretary since 24 January 2022 Skills, experience, and expertise Steve is a Chartered Accountant with over 30 years professional experience. His extensive background in the resources sector includes several roles within BHP Limited, commencing as global Financial Controller for BHP Iron Ore before progressing to special project roles. More recently, he was a partner of a national accounting and advisory firm that was part of a top ten global accounting network. Steve has deep, hands-on experience in project finance and M&A activities. His broad transactional experience ranges from negotiating small joint venture agreements through to lead commercial roles on large-scale multinational transactions. Steve was appointed to the Board of Namibia Critical Metals Inc (‘NMI”) (TSXV: NMI OTC: NMREF) at the NMI Annual General Meeting of 18 May 2023. He is Chair of the NMI Audit Committee and a member of the NMI Remuneration Committee. JOINT COMPANY SECRETARY Karen Logan B Com, GradDipAppCorpGov, FCG, FGIA, GAICD Term of Office Company Secretary since 22 April 2025 Skills, experience, and expertise Karen is a Chartered Secretary with over 20 years of governance and regulatory compliance experience, and skills developed in a range of company secretarial positions and consulting engagements for private and ASX-listed companies based in Australia and overseas. She has extensive corporate experience in the resources sector and other industries. Karen is a Fellow of The Chartered Governance Institute and a Fellow of the Governance Institute of Australia. Karen holds a Bachelor of Commerce degree in Accounting and Business Law from Curtin University and a Graduate Diploma in Applied Corporate Governance from Chartered Secretaries Australia (renamed Governance Institute of Australia). She is also a Graduate Member of the Australian Institute of Company Directors. BOARD OF DIRECTORS AND EXECUTIVES (CONTINUED) BANNERMAN ENERGY LTD 7 2026 ANNUAL REPORT EXECUTIVE Werner Ewald BSc (Elect), MBA (Stellenbosch) Managing Director, Bannerman Mining Resources (Namibia) (Pty) Ltd Term of Office Retired as Managing Director 31 March 2026 Skills, experience, and expertise Werner joined the Group in June 2010 as the Etango Project Coordinator/General Manager and then transitioned into Managing Director of Bannerman Mining Resources Namibia in March 2016. He has 40 years professional experience of which he spent 22 years with Rio Tinto which included 20 years at the Rössing Uranium Mine in Namibia and 2 years at the Tarong Coal Mine in Queensland, Australia. He held numerous operational roles at Rössing including Engineering Manager, Mine Operations Manager and Business Improvement Manager. Prior to Rio Tinto he worked with the De Beers Group at their underground operations near Kimberly, South Africa and the Namdeb alluvial operations in Namibia. Danie van Aswegen BEng, MPM Chief Executive Officer (Acting) , Bannerman Mining Resources (Namibia) (Pty) Ltd Term of Office Chief Operating Officer since 1 November 2025, appointed as Chief Executive Officer (Acting) 1 April 2026 Skills, experience, and expertise With more than 25 years of experience in the mining industry, Danie has developed a comprehensive skill set spanning mining, engineering, project management, and technology development. His career is marked by a consistent record of high performance and leadership, underscoring his commitment to excellence and continuous improvement. For the past decade, Danie has served as Head of Projects and Technology Development and as an EXCO member at Debmarine Namibia. In these roles, he has been instrumental in delivering major projects and integrating innovative technologies, helping to establish Debmarine Namibia as a global leader in marine diamond extraction. Danie holds a Bachelor’s degree in Engineering and a Master’s degree in Project Management. He is known for his passion for leadership, fostering a positive organizational culture, and inspiring those around him to achieve new heights. Olga Skorlyakova MA (English), EMBA Vice President, Market Strategy Term of Office Since 29 May 2023 Skills, experience, and expertise Olga has over 25 years of experience in business development, sales, and market strategy in international business environments. Over the last 15 years, she has held executive roles within the nuclear fuel sector, initially with AREVA (now Orano) as Deputy Chief Representative for Russia and CIS countries. She then oversaw sales of enrichment services in the US market for TENEX. Most recently, Olga served as Senior Project Manager at the World Nuclear Association (WNA), where she was responsible for leading the WNA Fuel Report Working Group and co-ordinating input from 80 industry leaders into long-term nuclear fuel market forecasts. Since 2017, she was the co-author, editor, and head of publication of WNA’s flagship biennial report “The Nuclear Fuel Report: Global Scenarios for Demand and Supply Availability”. Matthew Horgan BEng (Hons), MBA, GAICD, MAusIMM Vice President, Corporate Development Term of Office Since 28 January 2025 Skills, experience, and expertise Matt is a high-performing mining executive who has worked across a variety of functional areas including technical (chemical engineering), marketing, commercial, investor relations, project development, and corporate development/M&A. In particular, he has recent and direct experience in the technical and commercial project development of African domiciled mineral assets. Prior to joining Bannerman, Matt held the role of Head of Corporate Development and Investor Relations at ASX- listed Tanzanian rare earths developer, Peak Rare Earths (ASX:PEK). Prior to that, he was a Senior Associate at leading boutique investment bank, Azure Capital. Matt’s early career spanned approximately 10 years with global aluminium major, Alcoa (NYSE:AA). There he held various roles including Manager, Global Corporate Development and Business Development and Commercial and Marketing Specialist. BANNERMAN ENERGY LTD 8 2026 ANNUAL REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2026 The directors present their report on the consolidated entity comprising Bannerman Energy Ltd (“Bannerman” or the “Company”) and its controlled entities (the “Group”) for the year ended 30 June 2026 (“the financial year”). Bannerman is a company limited by shares that is incorporated and domiciled in Australia. BOARD OF DIRECTORS The directors of Bannerman in office during the financial year and up to the date of this report were: Name Position Independent Appointed Brandon Munro Executive Chairman No 9 March 2016 Alison Terry Lead Indep