Icon Energy Limited | ABN 61 058 454 569 ANNUAL REPORT 2025
Lorem ipsum dolor sit amet, consectetur adipiscing elit. Maecenas at nibh in libero suscipit laoreet a consequat nunc. Nunc dapibus tincidunt quam, ac egestas lectus aliquet nec. COVER DESIGN TEMPLA TE ANNUAL REPORT 2025
Icon Energy Annual Report 2025 1 Notice of Annual General Meeting 2025 Annual General Meeting Wednesday, 26 November 2025 at 9.00am The meeting will take place virtually. A formal Notice of Meeting can be found on the ASX platform or Company’s website at www.iconenergy.com ABN 61 058 454 569 2 Chairman's Letter to Shareholders 3 Directors' Report 6 Review of Operations 11 Remuneration Report – Audited 17 Auditor's Independence Declaration 18 Independent Auditor's Report 22 Directors' Declaration 23 Consolidated Statement of Profit or Loss and Other Comprehensive Income 24 Consolidated Statement of Financial Position 25 Consolidated Statement of Changes in Equity 26 Consolidated Statement of Cash Flows 27 Notes to the Consolidated Financial Statements 43 Consolidated Entity Disclosure Statement 44 Corporate Governance Statement 56 Sustainability Report 57 Additional Shareholder Information 58 Corporate Directory Contents
2 Icon Energy Annual Report 2025 Dear Shareholder The past year has been an important period for Icon Energy as we continued to advance ATP 855. Despite challenges in the regulatory environment, the Company has made significant progress in preparing for the future development of this conventional gas resource. On 30 August 2024, Icon submitted its Production Lease (PL) application over the entire area of ATP 855. This application was prepared in full compliance with the new regulations which banned fracking in the Nappamerri Trough of the Cooper Basin. The application was restricted to the conventional gas component. On 6 February 2025, we received a Notice of Proposed Grant for PL-1144. The successful grant of PL-1144 will allow Icon to move forward with development and unlock the potential of this high-quality gas project. Our focus remains on developing the most promising gas resources within PL-1144, which we believe offers a significant and lasting opportunity to create value for the Company, its shareholders and Australia. This gas is required as the best transitional energy source in our quest for zero or low carbon free energy. Icon’s shares will remain suspended on the ASX until we have secured a Joint Venture partner and sufficient finance for the first phase of the development drilling program. The Company plans to lift the suspension on the trading of it’s securities before 9 January 2026. If the suspension is not lifted by this date, the securities will be delisted. Icon will continue its operations as an unlisted public entity until the finance and all approvals are finalised and reapply for the shares to be re-instated to quotation on the ASX trading Board. However, Icon is striving to have the suspension lifted before the end of this year. The Board is optimistic about the future and confident in the long-term potential of PL-1144. We thank our shareholders for their continued support and trust. Yours faithfully, Raymond James Chairman Chairman's Letter to Shareholders
Icon Energy Annual Report 2025 3 Directors' Report for the year ended 30 June 2025 The Directors of Icon Energy Limited (“Icon Energy” or “the Company”) present their report together with the consolidated financial statements of the Company and its controlled entities ("the Group" or "the Consolidated Entity") for the financial year ended 30 June 2025 and the auditor’s report thereon. In order to comply with the provisions of the Corporations Act 2001, the Directors of Icon Energy report as follows: PRINCIPAL ACTIVITIES The principal activities of Icon Energy during the financial year continued to focus on securing the renewal of Authority to Prospect (ATP) 855, and the progressing the application for Petroleum Lease (PL-1144) over the entire area of ATP 855. After the Queensland Department of Resources (Department, DOR) refused to process the ATP 855 renewal application, Icon appealed to the Supreme Court of Queensland. The Court's favourable ruling declared the refusal null and void, directing the Department to process the application. The renewal application is still under review by the Department. The PL-1144 application was lodged on 30 August 2024. On 6 February 2025, the Department issued a Notice of Proposed Grant of Petroleum Lease (PL-1144). The application is progressing through the standard approval process. DIRECTORS The Directors of the Company who held office during or since the end of the year are set out below: Name Position First Appointed Number of Shares Held* Raymond Swinburn James Chairman Company Secretary Director since 01/02/1993 Company Secretary since 21 October 2022 150,462,657 Jeffrey Marvin Managing Director Director since 31/03/2023 Managing Director since 06/10/2023 – Peter Wilson Non-executive Director Director since 08/09/2023 – * as at the date of this report
4 Icon Energy Annual Report 2025 Raymond James Chairman, Director, Company Secretary Qualifications: BSc Physics (Geology, Maths) University of NSW, T.C. University of Sydney, Honorary Fellowship of Griffiths University Institute for Glycomics Experience: Mr Ray James held the position of Managing Director of Icon Energy Limited and its subsidiaries from 1993 to 2019, where he played an essential role in its operations. Following this, he served as a Non-executive Director for the next three years. On 6 October 2023, Ray has been appointed by the board as the Chairman, continuing his commitment to the Company. Ray has over 40 years experience in the petroleum industry in Australia, USA, Indonesia, South East Asia, Middle East and Russia. He worked with Chevron in Perth and Houston from 1969-74 and with Gulf Oil from 1974-80. He was the Managing Director of Australian Hydrocarbons from 1980-81 and the Managing Director of Omega Oil from 1987-91. Ray was a Director of Australian Petroleum Production & Exploration Association Ltd (APPEA) from 1999-2007 and Vice Chairman of APPEA from 2003-2005. Ray was a Fellow of the Australian Institute of Company Directors and is past Vice Chairman of the Gold Coast Committee. In 2022 Ray was awarded an Honorary Fellowship of Griffith University Institute for Glycomics. Special duties: Ray was a Chairman of the Board's Audit and Risk Management Committee. Current Appointments: Ray has held no other Australian listed company directorships during the past three financial years. Director since 01/02/1993 Chair since 06/10/2023 Directors' Report for the year ended 30 June 2025 Jeffrey Marvin Managing Director Qualifications: BSc, Business Administration - Finance San Diego State University Experience: Mr Jeffrey Marvin initially joined the Board of Icon Energy Limited as a Non-executive Director on 31 March 2023 and was appointed as the Managing Director on 6 October 2023. He has over 25 years global experience in mineral resource project origination, financing and development. Jeff has international management and corporate governance experience with projects located in diverse international business climates. Prior to joining Icon’s Board, Jeff has worked across a range of resource projects including coal seam gas, mineral sands, gold and coal. He was a founding shareholder and executive of an Australian energy technology company which is a global leader in nextgeneration advanced recycling. Special duties: Jeff was a member of the Board’s Remuneration Nominations and Succession Committee before his appointment as Managing Director. Current appointments: Jeff is currently a Non-executive director of Greenwing Resources Ltd. (ASX: GW1) a green metals company with graphite and lithium projects in Madagascar and Argentina, respectively (since June 2015). Jeff is also a Director of the non-profit organisation Nexus Communities, which aims to provide affordable housing solutions for families experiencing homelessness or facing a housing crisis (since April 2025). Director since 31/03/2023 Managing Director since 06/10/2023 Details of the qualifications and experience, other directorships of listed entities and special responsibilities of Directors are set out below. Refer to table 3 of the Remuneration Report for Directors’ interests in shares and performance rights.
Icon Energy Annual Report 2025 5 Peter Wilson Independent Non-executive Director Qualifications: Bradford Technical College, HTC Construction Management Experience: Mr Peter Wilson was appointed to the Board on 8 September 2023 as a Non-executive Director of Icon Energy Limited. Peter has over 42 years of experience in the international coal mining and mining contract industry and has held senior management positions including General Manager, Director and Chief Operating Officer at a number of mine operating and contracting companies. During his career, Peter has worked in multiple jurisdictions including Australia, New Zealand, India, and Africa, and he has experience across a range of commodities including coking coal, heavy mineral sands and metalliferous mining. More recently, Peter was engaged as a consultant on a Heavy Mineral Sands project in Namaqualand, South Africa, and is currently Operations Director at Mine2Port Limited, an Australian company with interests in coking coal, rail and port logistics projects in Africa and the United States of America. Special duties: Peter was a member of the Audit and Risk Management Committee. Current appointments: Peter is an Operations Director at Mine2Port Limited (Australia) (since February 2021), Director/Owner at Herb Hero Pty Ltd (Australia) (since June 2018) and Director at Mine2Port Global Limited (since June 2025). Peter was a Non-executive Director of UK AIM listed company Kazera Global Plc (LON: KZG) between April 2023 and October 2024. Director since 08/09/2023
6 Icon Energy Annual Report 2025 Directors' Report for the year ended 30 June 2025 REVIEW OF OPERATIONS During the financial year, Icon Energy Limited did not undertake field operations, with efforts concentrated on securing the renewal of ATP 855, and progressing the application for PL-1144 over the entire area of ATP 855. Icon submitted an application to the Queensland Department of Resources (the Department) for the renewal of ATP 855, which expired on 31 October 2022. On 1 November 2022, the Department of Resources notified the Company that ATP 855 and the associated Potential Commercial Areas (PCAs 172-179) had expired and could not be renewed. Icon Energy subsequently challenged this decision in the Supreme Court of Queensland, which ruled in the Company’s favour, finding the Department’s refusal invalid and directing it to accept the renewal application for assessment. As of 30 June 2025, the ATP 855 renewal application remains under formal assessment by the Department. In accordance with section 83 of the Petroleum and Gas (Production and Safety) Act 2004 (Qld), the authority is treated as valid while the renewal is under review. All associated authorisations and obligations under the ATP — including under Chapter 2, Part 1, Division 1 of the P&G Act — continue to apply during this period. On 30 August 2024, Icon Energy lodged an application for PL-1144 over the entirety of ATP 855, in response to amendments to the Regional Planning Interests Regulations. The application includes an Initial Development Plan (IDP) which conforms to the relevant sections of the RPI Regulations, the Petroleum and Gas (Production and Safety) Act 2004 and the Greenhouse Gas Storage Act 2009. The IDP outlines a staged work program targeting a conventional gas resource located in naturally fractured formations within the Keppel Gasfield. The resource was originally identified by the ATP 855 joint venture in 2014 and has since become the primary objective of the Later Work Program (LWP) submitted for grant of a PL over ATP 855. Previous exploration activities in ATP 855 have successfully discovered a very large unconventional tight, shale and basin centered gas resource which resulted in the grant of 8 PCAs 172-179. This unconventional gas resource will not be pursued as Icon is seeking to develop the conventional gas resources. The development plan outlined in the IDP proposes the drilling of four development wells in each year of the initial five-year term. A 3D seismic survey is planned over the entire area of the PL to identify and map all the faults and associated fracture halos present in the PL. The goal is to commence gas production within two years of grant of the PL, and to develop the resource in a commercially efficient and environmentally responsible manner. On 6 February 2025, the Department of Resources issued a Notice of Proposed Grant of PL-1144. The application is progressing through the standard approval process. Icon is continuing to liaise with the Department to support the completion of the process. Once the Lease Application is approved by the Department of Resources of the Queensland Government, the Company will proceed with the Development Plan. Details of the plan will be released when it is approved by the Department of Resources. Icon believes that, once the lease is granted, gas from the Keppel Gasfield within ATP 855 could play a meaningful role in supporting Australia’s transition toward its 2050 emissions targets, while also helping to address the forecast gas shortfall on the east coast. ICON ENERGY TENEMENTS Permit / Area Tenement Area Permit Interest Operator Prospect Type Cooper - Eromanga Basin, Nappamerri Trough ATP 855 / PL-1144* 1,671 km2 100% Icon Energy Conventional Gas * Pending grant of PL-1144
Icon Energy Annual Report 2025 7 SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS ATP 855 / PL-1144 Cooper-Eromanga Basin Queensland − Following the Supreme Court of Queensland’s 2023 decision to overturn the Department of Resources’ refusal to process the application to renew ATP 855, Icon Energy’s renewal application remained under assessment by the Department throughout the financial year. The Company continued to maintain all statutory rights and obligations under the Petroleum and Gas (Production and Safety) Act 2004 while the renewal remained under review. The company will provide an update once the renewal outcome is finalised. − On 30 August 2024, Icon Energy lodged a PL-1144 over the entire area of ATP 855 due to an amendment to the Regional Planning Interests Regulations 2014 (RPI Regulations) made on 1st August 2024. − In February 2025, the Department of Resources issued a Notice of Proposed Grant for PL-1144. This represented a significant step forward in the Company’s efforts to progress into the production phase, pending final regulatory approvals. Corporate − Icon Energy held the 2024 Annual General Meeting on 29 November 2024 with all resolutions adopted. − The Board continued to operate without a separate executive management team during the period, with all strategic and operational responsibilities retained by the Directors. − The Company secured working capital during the year via a $900,000 three-tranche funding arrangement with Paradise Marine Pty Ltd, a related party entity. This included a debt conversion, share subscription, and an interest-free loan with an equity conversion option. − Icon shares remained suspended from quotation on the ASX during the year. The company continued to release periodic disclosures to ensure that the market is fully informed under Listing Rule 3.1-3.1B while under suspension. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS − The Company expects a decision from the Queensland Department of Resources on the grant of PL-1144 over the ATP 855 permit area. This follows the Notice of Proposed Grant issued in February 2025. − If PL-1144 is granted, the Company plans to commence the staged implementation of its Initial Development Plan (IDP), including drilling two initial wells and conducting 3D seismic surveys. − The development focus will remain on conventional gas resources discovered in naturally fractured reservoirs within the Keppel Gasfield, which do not require hydraulic fracturing. − The Company will explore farm-in opportunities and other potential strategic partnerships to support the development of PL-1144 and reduce funding risk. − While ATP 855 remains under assessment, the Company remains suspended from trading on the ASX. Icon will continue to meet its disclosure obligations under Listing Rule 3.1 and 3.1B, and will apply for reinstatement once the material uncertainty relating to ATP 855 is resolved. − Corporate operations will continue to be managed directly by the Board, with cost control measures maintained and external service providers engaged as required. − The financial outlook remains contingent on the outcome of the Petroleum Lease application and the Company’s ability to secure external funding. The Board is confident that, with the successful grant of PL-1144 and progress of development activities, the Company will be positioned to deliver long-term shareholder value and progress toward future revenue generation.
8 Icon Energy Annual Report 2025 Directors' Report for the year ended 30 June 2025 MATERIAL BUSINESS RISKS Icon Energy Limited is exposed to a number of material risks that could significantly affect the Company’s financial condition, operations, and prospects: Regulatory Risk Obtaining the necessary approvals, licenses, and permits depends on the discretion of government authorities. Our business would suffer if our applications for exploration licenses are denied. We must also comply with specific ongoing and periodic conditions to maintain our mining and exploration tenements; failure to meet these conditions could negatively impact our operations and financial health. Currently Icon is waiting for the approval of application for PL as required under the Act. Future Capital Raisings and Financial Risk Our ongoing operations may necessitate significant additional financing beyond previous capital raises. We will need further funding to bring the Keppel Project into production. If equity financing is used, it would dilute existing shareholders and might occur at prices lower than the current market value. If we pursue debt financing, it may come with restrictive covenants that could hinder our operational flexibility and business strategy. Suspension and Listing Risk Icon Energy’s securities have remained under suspension from trading on the ASX due to the uncertainty surrounding ATP 855’s renewal. While the ASX has confirmed allowable suspension until January 2026, further delays without resolution may affect investor confidence and access to capital. Operational and Project Execution Risk Icon’s ability to realise value from ATP 855 and the proposed PL-1144 is dependent on the successful execution of its development plans. This includes the delivery of key operational milestones such as the planned seismic acquisition and well drilling program. As with all early-stage resource developments, there is a risk that geological, technical or logistical challenges may arise, which could modify the development timeline, or affect project costs or gas volumes. CORPORATE STRATEGIES AND FUTURE DEVELOPMENTS Icon Energy will continue to focus on the renewal of ATP 855 under a PL application for the tenement. Subject to regulatory approval, the Company intends to implement its Initial Development Plan in stages. In addition, Icon is actively evaluating opportunities to strengthen its funding position through strategic partnerships and cost-effective operations. The overall strategy is to responsibly transition from an exploration company to a gas producer. FINANCIAL POSITION The consolidated loss after tax for the Company and its controlled entities for the financial year ended 30 June 2025 was $1,078,503 (2024: $1,156,056 loss). ROUNDING OF AMOUNTS In accordance with ASIC Corporations (Rounding in Financial/ Directors’ Reports) Instrument 2016/191, amounts in the Directors’ Report and Financial Report have been rounded off to the nearest dollar unless otherwise indicated.
Icon Energy Annual Report 2025 9 SHARES UNDER OPTION The Company has no options or other convertible securities on issue at the date of this report. DIVIDENDS The Directors recommend that no dividend be paid by the Company. No dividends have been declared or paid by the Company since the end of the previous financial year (30 June 2024). REMUNERATION REPORT The Remuneration Report for the financial period which forms part of the Director’s Report can be found on page 11 of this Annual Report. COMPANY SECRETARY Raymond James has been the Company Secretary since 21 October 2022. The details of qualifications and experience are set out on page 4. MEETINGS OF DIRECTORS During the financial period, five meetings of Directors were held. Attendances at these meetings by each Director were as follows: Directors Meetings Held Attended R S James 5 4 J Marvin 5 5 P Wilson 5 5 ENVIRONMENTAL REGULATION The Consolidated Entity’s operations are subject to various environmental regulations. Further information on the Group’s environmental performance can be found in the Sustainability section of the 2025 Annual Report. An Estimated Rehabilitation Cost (ERC) application was lodged with the Department of Environment and Science (DES) during the 2024 financial year. In August 2024, DES issued its decision, increasing the ERC amount by $8,711. Icon Energy paid the additional amount in August 2024 in accordance with regulatory requirements. PROCEEDINGS ON BEHALF OF THE COMPANY No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. No proceedings have been brought or intervened in on behalf of the company with leave of the Court under section 237 of the Corporations Act 2001.
10 Icon Energy Annual Report 2025 Directors' Report for the year ended 30 June 2025 DIRECTORS AND AUDITORS’ INDEMNIFICATION The Directors and Company Secretary are indemnified by the Company against any liability incurred in their capacity as an officer of the Company or a related body corporate to the maximum extent permitted by law. The Company has not paid any premiums in respect of any contract insuring the Directors of the Company against a liability for legal costs. The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor. During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity. Details of the nature of the liabilities covered in respect of Directors’ and Officers’ insurance policies are not disclosed as such disclosure is prohibited under the terms of the contracts. The total premium expense for the year was $84,367 (30 June 2024: $87,162). AUDIT AND NON-AUDIT SERVICES Details of the amounts paid or payable to the auditor (William Buck (Qld)) for audit and non-audit services during the year are disclosed in Note 2 of the financial statements. Icon Energy may decide to employ the external auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the group are important. The Board has considered the position and is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: − all non-audit services have been reviewed by the Board to ensure they do not impact the impartiality and objectivity of the auditor, and − none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards). There are no officers of the Company who are former audit partners of William Buck (Qld). EVENTS AFTER THE BALANCE DATE On 8 August 2025 the Department of Natural Resources and Mines, Manufacturing and Regional and Rural Development requested the Company to provide additional information with respect to the PL-1144 application. The Company has requested an extension to be able to provide the necessary information by 16 December 2025. There has not arisen in the interval between 30 June 2025 and up to date of this report, any other item, transaction, or event of a material or unusual nature likely, in the opinion of the Directors, to affect substantially the operations or state of affairs of the Group in subsequent financial years. LEAD AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 The lead auditor’s independence declaration is set out on page 17 and forms part of the Directors’ Report for the period ended 30 June 2025. William Buck (Qld) continues in office in accordance with Section 327 of the Corporations Act 2001. Signed in accordance with a resolution of the Board of Directors of Icon Energy Limited. R S James J R Marvin Chairman Managing Director 30 September 2025 30 September 2025
Icon Energy Annual Report 2025 11 REMUNERATION REPORT – AUDITED Key Points − No short-term or long-term incentives were awarded to Directors or Key Management Personnel during the year. − No performance rights, options, or other equity-based incentives were issued or outstanding as at 30 June 2025. − Directors’ fees remain suspended throughout the financial year, since 1 October 2023. − The Managing Director received no remuneration during the year. − There were no employees classified as Key Management Personnel apart from the Managing Director. − The 2024 Remuneration Report received 94.98% approval at 2024 AGM. The Directors of Icon Energy Limited present this Remuneration Report for the Consolidated Entity for the financial year ended 30 June 2025. The report outlines the Group’s remuneration policy and framework, and remuneration awarded to Directors and other Key Management Personnel (KMP) for the reporting period. The Remuneration Report forms part of the Directors’ Report. The information provided in this report has been prepared in accordance with section 300A of the Corporations Act 2001 (Cth). The information in this report has been audited as required by the Act. In this report, Key Management Personnel are those persons who have authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including all directors (executive and nonexecutive) of the Company. Key management personnel covered in this report: Name Position Held Period as KMP Non–Executive Directors Ray James Director Company Secretary Chairman Full Year Jeffrey Marvin Director Managing Director Full Year Peter Wilson Non-executive Director Full Year There were no changes to Key Management Personnel during the year ended 30 June 2025. No additional staff have been classified as KMP during the period. 1. ROLE OF THE REMUNERATION, NOMINATIONS AND SUCCESSION COMMITTEE Given the Company’s size and structure, the Remuneration, Nominations and Succession Committee was formally dissolved in February 2024. These responsibilities have since been adopted by the Board. The Board oversees remuneration policies, the nomination and appointment of directors, and the evaluation of senior executives’ performance, continuing to adhere to our governance principles. For more information on our governance framework, please refer to the Corporate Governance Statement.
12 Icon Energy Annual Report 2025 2. REMUNERATION FRAMEWORK The Company’s Remuneration framework is designed to ensure: − Competitive Base Remuneration: Executive and senior managers’ remuneration is set at competitive levels and reflective of market-based levels and the individual’s responsibilities; and − Performance-linked Incentives: Bonuses and other incentives may be awarded to employees, executives and senior managers based on performance outcomes, subject to Board approval. Any proposed equity-based remuneration to Directors must also be approved by shareholders. 3. M ETHODOLOGY USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION Non-Executive Directors On appointment to the Board, all Non-executive Directors agree to terms of their appointment as outlined in a formal letter of appointment, which includes the details of their remuneration, responsibilities, corporate governance expectations, access to independent professional advice, and confidentiality obligations. Fees paid to Non-Executive Directors reflect the demands made on, and responsibilities of, such directors. NonExecutive Directors' fees are reviewed annually by the Board. In 2018, the Board reduced base fees by 20% due to a low share price. As a result, Non-Executive Directors are set at a base fee of $56,000 per annum, with additional committee fees paid to Directors serving on Board Committees to recognise their contribution to the Company together with superannuation. The Chairman’s remuneration is set at $78,480 per annum plus Committee fees and superannuation. However, in recognition of the Company’s financial position and operational scale, the Board voluntarily suspended all Directors’ fees effective from 1 October 2023. This suspension remained in place for the entire financial year ended 30 June 2025. As a result, no Directors’ fees were accrued or paid during the financial year ended 30 June 2025. The Board continues to monitor the Company’s position and will review remuneration arrangements when the Company’s financial circumstances change. The maximum total amount available for payment of all Non-Executive Director fees remains at $500,000 per annum, as approved by shareholders at the 2010 Annual General Meeting. Non-Executive Directors do not receive performance-based remuneration. During the previous financial year, the Executive Director transitioned from being a Non-Executive director after the Board voluntarily ceased director fees. The Board will review the remuneration arrangements with the Executive Director when the company has more available funding. At the date of this report, one Director was considered to be executive. Other Key Management Personnel Other Key Management Personnel may be employed by the Company under a service agreement. They are remunerated through a combination of: − Fixed Remuneration (FR): A set salary that reflects their role and responsibilities; and − Bonus or Other Incentives: Short-term and long-term incentives for outstanding performance determined at the discretion of the Board. There were no other key management personnel during the year ended 30 June 2025. Furthermore, no remuneration consultants were used by the Company during the year ended 30 June 2025 or in the prior year. Directors' Report for the year ended 30 June 2025
Icon Energy Annual Report 2025 13 4. FIXED REMUNERATION Fixed remuneration consists of the base remuneration calculated on a total cost basis and includes FBT charges on employee benefits, if relevant, as well as contributions to superannuation funds. Remuneration levels are reviewed annually to ensure they remain competitive. 5. SHORT-TERM INCENTIVES No Short-Term Incentives (STI) were awarded or accrued for any Director or employee during the year ended 30 June 2025. 6. LONG-TERM INCENTIVES No Long-Term Incentives (LTI) were granted during the financial year ended 30 June 2025. The Company’s Performance Rights Plan expired in 2017, and no new plan has been proposed to shareholders since that time. 7. SERVICE AGREEMENTS The Company’s policy for Executive and Senior Managers service agreements stipulates that these agreements should be of a limited term and include termination clauses ranging from two to twelve months. In the event of termination, the Company may make a payment in lieu of notice equivalent to the base amount prescribed in the service agreement for a relevant notice period. For Executive Directors, such payments are subject to the limits prescribed by section 200G of the Corporations Act 2001, or as determined by the Board, subject to shareholder approval at the time. In addition to the payment in lieu of notice, accrued statutory benefits and superannuation benefits are payable. During the year ended 30 June 2025, there were no other Key Management Personnel. Consequently, there were no service agreements/contracts in force during the 2024/2025 financial year. 8. REMUNERATION OF EACH MEMBER OF KEY MANAGEMENT PERSONNEL AND DIRECTORS FOR THE CONSOLIDATED ENTITY As of 1 October 2023, the Board voluntary suspended Directors’ fees. Consequently, no remuneration was paid or accrued to Directors or any other KMP for the financial year ended 30 June 2025. Table 1: Directors and Key Management Personnel Remuneration for the year ended 30 June 2024 Short Term Post– employment Salaries & Fees (i) $ Other Benefits $ Super– annuation $ Long–term Employee Benefits $ Termination Benefits $ Total $ Non–executive Directors Stephen Barry(ii) 21,200 – 2,332 – – 23,532 Ray James 27,781 - 3,056 - - 30,837 Jeffrey Marvin(iii) 17,000 - 1,949 - - 18,949 Peter Wilson(iv) 3,898 - 429 - - 4,327 Total 69,879 - 7,766 - - 77,645 (i) As of 1 October 2023, the Board voluntary suspended Directors’ fees. Consequently, no Directors’ fees have been accrued or paid since 1 October 2023. (ii) This represents Mr Barry’s remuneration for the period to 8 September 2023. (iii) This represents Mr Marvin’s remuneration as a Non-Executive Director prior to his appointment as Managing Director. (iv) Mr Wilson was appointed as a Non-Executive Director on 8 September 2023.
14 Icon Energy Annual Report 2025 9. DIRECTORS’ AND SENIOR MANAGEMENTS’ INTERESTS As at 30 June 2025, the interests of the Directors and senior management or entities associated with them in shares and options of Icon Energy Limited are: Shareholdings The movement during the year in the number of ordinary shares in Icon Energy Limited held directly, indirectly or beneficially, by each KMP, including their related parties, is as follows: Table 2: Directors' and Executive and Senior Manager' Interests Balance 1.07.2024 Employee Performance Rights Plan Purchases Options Exercised Sold Other changes Balance 30.06.2025 2025 Number Number Number Number Number Number Number Directors Raymond James* 50,462,657 – – – – 100,000,000 150,462,657 Jeffrey Marvin – – – – – – – Peter Wilson – – – – – – – 50,462,657 – – – – 100,000,000 150,462,657 * These KMP’s shareholdings include indirect shareholdings held by their spouse and/or related corporations. Balance 1.07.2023 Employee Performance Rights Plan Purchases Options Exercised Sold Other changes Balance 30.06.2024 2024 Number Number Number Number Number Number Number Directors Stephen Barry* 2,480,389 – – – – (2,480,389) – Raymond James* 50,462,657 – – – – – 50,462,657 Jeffrey Marvin – – – – – – – Peter Wilson – – – – – – – 52,943,046 – – – – (2,480,389) 50,462,657 * These KMP’s shareholdings include indirect shareholdings held by their spouse and/or related corporations. Transactions with Directors and Director Related Entities During the financial year ended 30 June 2025, Icon Energy Limited entered into a number of material transactions with Mr Raymond James, a Director of the Company, and with related entities associated with Mr James. These transactions were conducted on terms assessed by the Board (excluding Mr James where appropriate) as reasonable and on an arm’s length basis. Lease Arrangement On 8 December 2023, the Company signed a month-to-month lease agreement for its office premises with an entity in which Mr Raymond James has a controlling interest. The lease remains ongoing and on terms more favourable to the Group than would be available from unrelated third parties. Unsecured Director Loan In the prior financial year, Mr Raymond James, a Director of the Company, provided an interest-free, unsecured loan of $520,000 to the Company under an agreement dated 13 March 2023, with a term of 2.5 years expiring 13 September 2025. During the financial year, Mr James confirmed that he will not call upon repayment of the loan on its due date unless and until the Company has sufficient funds to do so. This agreement forms part of the loan terms as at reporting date and reflects the Director’s continued financial support of the Company. Directors' Report for the year ended 30 June 2025
Icon Energy Annual Report 2025 15 Debt Conversion and Conditional Placement Agreement As announced on 11 October 2024, the Company entered into a Debt Conversion and Conditional Placement Agreement (Agreement) with Paradise Marine Pty Ltd as trustee for the James Superannuation Fund, an entity associated with Mr Raymond James (the Investor). The Agreement involved a staged capital raising and debt conversion arrangement totalling $900,000. Under the Agreement: − Stage 1: The Company issued 50,000,000 fully paid ordinary shares at $0.006 per share to the Investor, converting an existing $300,000 interest-free loan provided in September 2024. This transaction eliminated the Company’s repayment obligation in respect of that loan. − Stage 2: The Investor subscribed for an additional 50,000,000 shares for $300,000 in cash at $0.006 per share. Both Stage 1 and Stage 2 tranches were approved by shareholders at the 2024 Annual General Meeting held on 29 November 2024, and shares were issued accordingly. As announced on 26 March 2025, the Company and Paradise Marine Pty Ltd as Trustee for the James Superannuation Fund agreed to vary the terms of the Stage 3 tranche under the Agreement. In lieu of subscribing for a further $300,000 of shares, the Investor provided the Company with a further $300,000 unsecured, interest-free loan (Stage 3 Loan), with repayment to occur by either: − conversion into ordinary shares (Stage 3 Shares), subject to the Company obtaining required shareholder approvals, or − cash repayment by 31 December 2025, to the extent that the loan is not converted. The issue price of any Stage 3 Shares will depend on whether the Company’s shares have resumed trading on the ASX at the time of issue: − in the event that the Company’s Shares have not recommenced trading on the ASX, $0.006 per Share; or − in the event that the Company’s Shares have recommenced trading on the ASX on or prior to the Stage 3 completion date, the price per share that is equal to the greater of: 1. the average 15-day VWAP for the 15 Trading Days up to and including the Trading Day prior to the Stage 3 completion date; and 2. $0.004 per Share. To comply with section 611 (Item 7) of the Corporations Act, the Company will limit any share issuance such that the Investor’s holding does not exceed 19.99% of the Company’s issued capital following the Stage 3 Share issue. The Board acknowledges the significant ongoing support provided by Mr James and considers all transactions with Director-related entities during the financial year to be conducted at arm’s length and in the best interests of shareholders. 10. SHARE OPTIONS Options Granted to Directors and Key Management Personnel of the Company No options were issued or granted to, or exercised by, Directors and other KMP of the Company during the year. Options Held by Key Management Personnel During the financial year ended 30 June 2025, no Key Management Personnel held any options, directly or indirectly. At the Company’s 2024 Annual General Meeting (AGM) 94.98% of votes cast in relation to the resolution to adopt the 2024 Remuneration Report were cast in favour of the resolution. There were no comments made on the Remuneration Report at that AGM.
16 Icon Energy Annual Report 2025 The following table shows the Company's Profit/Loss (after tax) for the current year as well as previous last four years. Table 3: Company's Profit/Loss (after tax) 30-Jun-21 30-Jun-22 30-Jun-23 30-Jun-24 30-Jun-25 Closing Share Price 0.014 0.014 0.004 0.006 0.006 Dividends paid – – – – – Profit (Loss) after tax ($6,919,302) ($1,468,076) ($5,537,787) ($1,156,056) ($1,078,503) – End of Remuneration Report (audited) – Directors' Report for the year ended 30 June 2025
Icon Energy Annual Report 2025 17 Auditor's Independence Declaration Level 22, 307 Queen Street, Brisbane QLD 4000 GPO Box 563, Brisbane QLD 4001 +61 7 3229 5100 qld.info@williambuck.com williambuck.com William Buck is an association of firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation. Audit Independence Declaration Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the directors of Icon Energy Limited As lead auditor for the audit of Icon Energy Limited for the year ended 30 June 2025, I declare that, to the best of my knowledge and belief, there have been: — no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and — no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Icon Energy Limited and the entities it controlled during the year. William Buck (Qld) ABN 21 559 713 106 M J Monaghan Partner Brisbane, 30 September 2025 22
18 Icon Energy Annual Report 2025 Independent Auditor's Report Level 22, 307 Queen Street, Brisbane QLD 4000 GPO Box 563, Brisbane QLD 4001 +61 7 3229 5100 qld.info@williambuck.com williambuck.com William Buck is an association of firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation. 25.06.30 Audit Report - Icon Energy Limited Independent auditor’s report to the members of Icon Energy Limited Report on the audit of the financial report Our opinion on the financial report In our opinion, the accompanying financial report of Icon Energy Limited (the Company) and its subsidiaries (the Group) is in accordance with the Corporations Act 2001, including: — giving a true and fair view of the Group’s financial position as at 30 June 2025 and of its financial performance for the year then ended; and — complying with Australian Accounting Standards and the Corporations Regulations 2001. What was audited? We have audited the financial report of the Group, which comprises: — the consolidated statement of financial position as at 30 June 2025, — the consolidated statement of profit or loss and other comprehensive income for the year then ended, — the consolidated statement of changes in equity for the year then ended, — the consolidated statement of cash flows for the year then ended, — notes to the financial statements, including material accounting policy information, — the consolidated entity disclosure statement, and — the directors’ declaration. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 23
Icon Energy Annual Report 2025 19 Material uncertainty related to going concern We draw attention to Note 1 in the financial report, which indicates that the Group incurred a net loss of $1,078,503 and had net cash outflows from operations of $915,50 during the year ended 30 June 2025 and as of that date, the Group’s current liabilities exceeded its current assets by $4,064,979. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matter described below to be the key audit matter to be communicated in our report. Other information The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2025, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. Restoration provision Area of focus (refer also to note 9) Judgement is required in the determination of the rehabilitation provision under AASB 137 Provisions, Contingent Liabilities and Contingent Assets. Key assumptions include the amount and timing of the costs involved, inflation rates, and discount rates. Due to the significance of this liability and the subjectivity involved in determining the valuation of the restoration provision, this is a key audit matter. How our audit addressed the key audit matter Our audit procedures included: — agreeing rehabilitation cost estimates to underlying support, including reports from management’s external expert; — assessing the independence, competence and objectivity of the expert used by management — testing the mathematical accuracy of the rehabilitation provision. — Assessing the adequacy of the Group’s disclosures in respect of the restoration provision. 24
20 Icon Energy Annual Report 2025 If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of: — the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and — the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of: — the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and — the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf This description forms part of our auditor’s report. 25 Independent Auditor's Report continued
Icon Energy Annual Report 2025 21 Report on the Remuneration Report Our opinion on the Remuneration Report In our opinion, the Remuneration Report of Icon Energy Limited, for the year ended 30 June 2025, complies with section 300A of the Corporations Act 2001. What was audited? We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2025. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. William Buck (Qld) ABN 21 559 713 106 M J Monaghan Partner Brisbane, 30 September 2025 26
22 Icon Energy Annual Report 2025 27 DIRECTORS’ DECLARATION The Directors of the Company declare that: 1) The financial statements and notes, as set out on pages 23 to 42, are in accordance with the Corporations Act 2001 and other mandatory professional reporting requirements and: a) comply with Accounting Standards, with International Financial Reporting Standards, as stated in note 1 to the financial statements and Corporations Regulations 2001; and b) give a true and fair view of the financial position as at 30 June 2025 and of the performance for the year ended on that date of the consolidated entity; 2) The Board received a Declaration in accordance with the Section 295A of the Corporations Act 2001, that: a) the financial records of the Company for the financial period have been properly maintained in accordance with section 286 of the Corporations Act 2001; b) the financial statements and the accompanying notes referred to in Section 295(3)(b) of the Corporations Act 2001, for the financial year comply with the accounting standards; c) the financial statements and notes for the financial period comply with the Accounting Standards; and d) the financial statements and notes for the financial period give a true and fair view. 3) In the directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they come due and payable; 4) The consolidated entity disclosure statement on page 43 is true and correct. Signed in accordance with a resolution of the Board of Directors. Raymond James Director 30 September 2025 Directors' Declaration for the year ended 30 June 2025
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