21. Related party transactions

(a) Parent entity and subsidiaries

Chilwa Minerals Limited is the ultimate parent entity of the Group. Interests in subsidiaries are set out in note 24. Transactions and balances between the Company and its subsidiaries, comprising the funding of the Malawian operations, are eliminated on consolidation.

(b) Key management personnel

Compensation of key management personnel is disclosed in note 22.

During the year the Company paid or accrued $142,410 (2025: $nil) to CFO Centre (WA) Pty Ltd for the provision of Mr M Laybourn’s services as Chief Financial Officer; $nil was outstanding at June 30, 2026. In the year ended June 30, 2025 the Company paid $40,000 to DWCorporate Pty Ltd, an entity of which the then director Mr D Wilkins is principal, for the provision of his services as a director and $429,373 for company secretarial, accounting and bookkeeping services charged at hourly rates; $27,810 was outstanding at June 30, 2025. Amounts paid to DWCorporate Pty Ltd during the year ended June 30, 2026 were $12,222 for director services to October 20, 2025, when Mr Wilkins ceased to be a director, and $148,220 for company secretarial, accounting and bookkeeping services provided until that engagement ended in April 2026; $nil was outstanding at June 30, 2026. The unsecured, interest-free loan of $43,304 from DWCorporate Pty Ltd outstanding at July 1, 2024 was repaid in full during the year ended June 30, 2025.

(c) Mota-Engil group

The Mota-Engil group is a related party of the Company: Mr A Shaw and Mr M Mota are associated with that group, and Luso Global Mining B.V., a Mota-Engil group entity, held 31.18% of the Company’s issued capital at June 30, 2026.

During the year the Group incurred $4,515,788 (2025: $2,888,004; 2024: $2,405,321) for technical, drilling and related site services provided by the Mota-Engil group under the Services Deed dated on or about April 5, 2023 (as varied on January 25, 2024), the diamond drilling contract dated January 15, 2025 and the sonic drilling contract. The 2026 amount is stated net of credits of $82,204 issued by the Mota-Engil group during the year under the drill-rig recovery mechanism on metres invoiced.

Amounts payable to the Mota-Engil group at June 30, 2026 were $967,429 (2025: $1,859,338). The 2026 amount comprises the accrual for services performed and not invoiced at that date (note 13).

The Group leases a storage facility in Malawi from Mota-Engil Engenharia e Construção África, S.A. under a ten-year lease commencing January 1, 2024 at an annual rental of $7,200; the right-of-use asset and lease liability are disclosed in notes 11 and 14. No amount had been invoiced by the lessor, or paid by the Group, under that lease at June 30, 2026.

Mota Gestão e Participações SGPS SA, a Mota-Engil group entity, subscribed for 1,500,000 ordinary shares for $1,800,000 in the January 2026 placement on the same terms as other participants, approved by shareholders at the general meeting held on January 7, 2026.

After the reporting period, a letter of financial support for up to A$1,500,000 was provided by Luso Global Mining B.V. on September 30, 2026. This was cancelled after the successful completion of the IPO in October 2026, with no amount drawn (notes 1(c) and 25).

(d) Director-related subscriptions

During the year the following directors, or their associates, subscribed for ordinary shares on the same terms as other participants in the Group’s placements: Mr J Martins $230,232 and Mr C Buss $20,000 under the January 2026 placement approved at the general meeting held on January 7, 2026; and Mr A Shaw $20,000 and Mr C Buss $30,000 under the October 2025 placement. No amounts were outstanding at June 30, 2026 in respect of these subscriptions.

Outstanding balances are unsecured, interest free and settled in cash or by offset in the ordinary course.