Good afternoon, ladies and gentlemen. I welcome you to the 2025 Annual General Meeting of Deterra Royalties. My name is Jennifer Seabrook, and I am Chair of Deterra Royalties. Our Annual General Meeting is being delivered from the traditional lands of the Whadjuk people of the Noongar Nation, and I would like to acknowledge them as the traditional custodians and pay our respects to their elders, both past and present. We wish to acknowledge and respect their continuing culture and the contribution they make to the life of this city and this region. I note a quorum is present, and I declare the meeting open. With me here today is our Managing Director and Chief Executive Officer, Julian Andrews, Non-Executive Directors, Graeme Devlin, Jason Neal, Leanne Haywood, Alec Morrison, and Adele Stratton, General Counsel and Company Secretary, Bronwyn Kerr, and Chief Financial Officer and Joint Company Secretary, Jason Clifton.
Also in attendance at today's meeting are representatives of our Auditor, PricewaterhouseCoopers, and our Share Registry, Computershare.
Good afternoon. I'll just run through some housekeeping. If you could please turn your mobile phone off now or switch it to silent. The company released the notice of meeting for today's meeting on the 19th of September 2025. The notice of meeting can be viewed on the ASX and Deterra websites, as well as the Computershare website. This meeting is being live streamed. Shareholders accessing the live stream will be able to listen to participants speak and see the presentation slides online via the webcast, but shareholders will not be able to vote, ask questions, or make comments via the webcast. Voting today will be conducted by way of a poll on all items of business. For those in attendance, the persons entitled to vote on the poll are all shareholders, representatives and attorneys of shareholders, and proxy holders who hold green admission cards.
On the reverse of your green admission card is your voting paper and instructions. Proxy holders have attached to their admission card a summary of proxy votes, which details the voting instructions. By completing the voting paper, you are deemed to have voted in accordance with those instructions. In respect of any open votes, a proxy holder may be entitled to cut. You need to mark a box beside the motion to indicate how you wish to cast your open votes. Shareholders also need to mark a box beside the motion to indicate how you wish to cast your votes. After the final resolution, Computershare will collect all green voting cards. For those not in attendance, if technology issues do arise, you'll be able to access the meeting addresses and the results of voting on the ASX platform and on our website.
I now declare voting open on all items of business. We will pause at appropriate junctures to enable any questions to be put to the meeting and for voting to occur. The number of proxy votes received will be displayed on the screen in relation to each resolution. Sorry, it's the number of proxy votes, not a number. Please note that a number of open proxies have been received for the Chair's discretion. I will be directing these open proxies in favor of each resolution. As the results of the poll will not be available before the meeting closes, they will be released to the ASX and made available on our website later today. Kazia Zenke from Computershare has agreed to be the returning officer. Formal business will now commence with my address.
Most of you will have seen this morning's ASX announcement, announcing that our Managing Director and CEO will step down from his role in the near future. Under Julian's leadership, Deterra has established itself as an internationally significant royalty company, recognized amongst investors and other stakeholders, and our business is well positioned for future success. Julian leaves with our best wishes and immense thanks for his personal commitment, contribution, dedication, and leadership over these last five years. The Board has commenced an executive search for our new Managing Director and CEO. Mr. Jason Neal, who's sitting next to Julian, will commence as Interim Managing Director and CEO when Julian steps down. Jason has been a Non-Executive Director of the company since 2022 and also currently serves as Lead Independent Director of G Mining Ventures.
He brings extensive experience in senior executive roles in the mining sector, as well as more than 20 years at BMO Capital Markets, where he led the global metals and mining investment banking team. We will update the market on leadership transition and any future appointment when those decisions are made. 2025 was a pivotal year for the company, with our foundation royalty over BHP's Mining Area C, in our operation reaching the end of a period of significant organic volume growth. With the completion of the South Flank expansion, we have now seen production at Mining Area C more than double since 2020, and this growth, coupled with sustained strong iron ore prices, has underpinned a substantial increase in our revenue over that time.
Julian will speak to the performance of the business in more detail shortly, but in summary, we are very pleased with the performance of both our legacy assets and the new assets added to the portfolio during the last year. Since the time of listing, our strategy has consistently been to deliver value from the Mining Area C royalty through diligent stewardship and to build a business with sustainable returns through disciplined, value-accretive investment. With max potential to support additional mine life of over 45 years, our investors will continue to have top-line exposure to our world-class foundation asset for many years to come. However, absent further future expansion, our royalty revenue in the short to medium term will be primarily linked to iron ore pricing.
Accordingly, and consistent with our strategic focus on delivering sustainable and growing returns, the second pillar of our strategy is to incorporate new assets to our portfolio that complement the MAC royalty. This has enabled us to transition from a single revenue asset company, leveraged to the iron ore price, to a globally diversified royalty business with multi-commodity exposure and near, medium, and long-term optionality. This process has taken and will take further time given the scale and quality of the Mining Area C royalty, and we will remain patient and disciplined in our approach. Following the completion of the Trident acquisition in September 2024, our portfolio now contains assets at different stages of development with different jurisdictions and commodity exposures, albeit at a smaller scale relative to the MAC royalty, but with a prospect to grow in scale over time.
Specifically, our royalty over Thacker Pass is currently quite a small part of the value of the company, but through the more than $3 billion initial investment by the U.S. government, joint venture partner General Motors, and strategic investor Orion Resource Partners, and any future investment in future expansion, we expect this asset to provide a growing proportion of our free cash flow for decades. I note with interest the recent greater than twofold increase in the market value of Lithium Americas, which is developing the Thacker Pass project, as they completed further support arrangements with the U.S. government and General Motors, noting that these arrangements also further de-risk the Thacker Pass project, over which we have a royalty.
We continue to look for opportunities to add to the portfolio, as well as those to crystallize value through divesting non-core assets, and in that regard, I note our recent sale of gold offtake contracts and precious metal royalties at very strong returns. Turning now to capital management, our framework is designed to support our strategy to deliver sustainable shareholder returns, both through dividends generated by the assets in our portfolio and share market value. The key element of this framework is a focus on disciplined allocation of capital, one in which dividend returns to shareholders are balanced with the investment needs of the company, where we have opportunities to create value.
Following the decision to invest in the Trident Royalties assets, the board made the decision to implement a minimum dividend payout ratio of 50% of net profit after tax, introducing a range from the historic 100% end payout ratio to a minimum of 50%. We received feedback from shareholders that this payout range was too wide, and we needed to indicate a clear target for investors to assume when contemplating retaining or investing further in our company. Accordingly, we have provided clearer guidance in that regard and instituted a single target payout ratio of 75% with our final dividend announcement of FY2025. From a governance perspective, in April this year, we were very pleased to welcome Alec Morrison and Leanne Haywood to the board as Independent Non-Executive Directors.
Alec and Leanne are standing for election at this meeting and will speak directly for themselves shortly, but I note that their strong royalties, mining capital allocation, and financial experience have added to and complemented the skills of our existing board and provide flexibility in managing the board's succession planning. In closing, looking ahead, it is clear that we are in a period of macroeconomic and geopolitical uncertainty. However, it is also a time of opportunity as we see strong market and government support for mining activity in general and for many of our target commodities in particular. For Deterra , these conditions favor our royalty funding model as a valuable source of capital for resource project developments. We thank our dedicated team, including those who have joined us and those who have departed this year, who have worked hard integrating the Trident assets and optimizing our portfolio.
As a result of the transition of the Managing Director and CEO role, the board considers it is no longer appropriate to proceed to issue long-term incentives to Julian. As such, Resolution Number 5 has been withdrawn from today's agenda. On behalf of the board, I would like to thank our shareholders for their support in this financial year and look forward to continuing to build our company together. I will now hand over to our Managing Director, Julian Andrews, for his address.
Thank you, Jenny. As Jenny noted, this will be my last address to you as Managing Director and CEO, as I've advised the board that I'll be stepping down from the company for personal reasons after five years in the role. In that regard, I would like to start by saying that I'm very proud of what we've achieved at Deterra in that time, building a successful operating business around a truly outstanding foundational asset, and in doing so, bringing a new type of investment proposition to the ASX and the Australian investment community. It's been a real privilege to lead the team in this period, and although it was a difficult decision to make, I'm pleased to be leaving the company in good shape and good hands.
Turning to the business, we've delivered another year of strong results in FY2025 against the two pillars of our strategy, namely to deliver value from the Mining Area C royalty and to create a sustainable royalty company through disciplined value-accretive investment. Revenues of $263 million were up 10% on the prior year, with MAC volume growth partly offsetting softer realized iron ore pricing and underpinning a $20 million capacity payment. Other assets, including the gold offtake contracts acquired during the year and recently divested, were also an important source of revenue, contributing over $24 million of revenue from acquisition to divestment. The nature of our business model and its ability to support high margins with its low and scalable fixed cost structure is illustrated in the $238 million of EBITDA at a margin of 90%, notwithstanding one-off transaction costs associated with the Trident Royalties acquisition.
Operationally, Mining Area C had another outstanding year, producing a record 140 million wet tons for the year. Production volumes have more than doubled over the past five years as the South Flank expansion reached and exceeded nameplate capacity this year, resulting in record overall volumes from the combined MAC operation. While C's rates of production suggest a period of significant organic growth in volumes we've experienced from this mine over the past four years is largely over, we will continue to benefit from this additional capacity from the expansion for many years to come. In terms of the second pillar of our strategy, as the Chair noted, in September last year, we announced the successful completion of our acquisition of Trident Royalties, an on-strategy countercyclical investment that added 22 new royalties and royalty-like assets to our portfolio. Our investment decision was based on value.
It was an opportunity to acquire a portfolio that provided immediate cash flow, high-quality growth, and longer-term optionality at a price below the value we saw in it. At the core of this acquisition was a royalty over the Thacker Pass lithium project in Nevada, which has the potential, similar to MAC , to operate for many decades as one of the highest quality operations amongst its commodity peers. In the period since completion of the deal, these new assets have consistently outperformed our expectations, and I am very pleased with their progress. We've seen significant de-risking of the flagship Thacker Pass asset, with funding of over $3 billion confirmed and a positive final investment decision announced in April this year. As a result, the project has moved from a development stage asset into construction and remains on track for mechanical completion and first production in late 2027.
More recently, we saw the U.S. government take a stake in both the Thacker Pass project and the operator, Lithium Americas, which was taken as a very positive development by the market. Further, in an example of how our business model can participate in value enhancement, in January, Lithium Americas released an updated technical study, which increased the project's reserves and resources by almost 300% and almost 200% respectively. This has significantly increased the potential return from Deterra 's stake in the project at no additional outlay to the company. The gold volumes we received under the gold offtake contracts acquired have been strong, and with high gold pricing and volatility over the period, these assets generated substantial revenue, more than offsetting the interest cost of the debt used to fund the total acquisition over the period.
As we noted at the time of the acquisition, these assets were non-core, and last month we took advantage of the strong commodity price environment to sell these and other precious metal royalties we held and crystallize a combined 28% return on those investments and recycle the capital we had invested. These investments and subsequent divestment of those non-core assets are examples of how our disciplined capital allocation and investment strategy can deliver value, and we remain focused on executing it in a patient and disciplined manner. Looking to the year ahead, iron ore pricing forecast remains strong, with spot prices increasing in the September quarter and MAC volumes up slightly on the September 2024 quarter.
Although we will no longer be generating revenue from the gold offtake contracts, we will report a pre-tax profit on the sale of our collective precious metal assets, including the La Preciosa royalty and the offtake contracts, of approximately $8 million after transaction costs and before tax. Further, the offtake contracts generated over $4 million in net revenue in the September 2025 quarter prior to sale. With the first draw on the $2.23 billion U.S. Department of Energy loan confirmed recently, we are confident that the Thacker Pass project will continue to de-risk as it progresses development towards completion in late 2027. Prevailing global market conditions are favorable for resource royalty companies and conducive to the royalty model as a complementary source of potential funding for resources project developers.
We see strong demand for many of the commodities on which we focus and have invested in our origination capability, opening a small office in Denver, giving us a full-time presence in the key North American markets. With greater uncertainty around the availability of capital to fund the investment in new supply needed to meet demand, we look forward to working with owners of high-quality projects to provide long-term funding solutions. Our current portfolio is well positioned, with royalties over a mix of high-quality producing, construction, and development mines and projects in well-established mining jurisdictions. Our balance sheet is strong and offers flexibility to provide ongoing shareholder returns, as well as the strategic optionality to diligently pursue shareholder value creation opportunities through strict royalty investments and financing opportunities.
Our clear, simple business model offers investors a unique exposure to resources investments that minimizes downside risk, exposure to operating risk, and operating cost inflation. Lithium Americas' significant updates at Thacker Pass during the year and the profits generated from the precious metals assets provide good examples of how our strategy can deliver value through thoughtful capital investment, and we remain focused on executing it. I'd like to close by thanking all the people involved in building Deterra over the past five years, the Board, the team, and you, our shareholders, for your efforts and support in doing so. I have great confidence in the future of the company and look forward to its continued success. Thank you.
Thanks, Julian. Are there any questions on Julian's address or my own, which shareholders would like to ask at this time, noting that questions which specifically relate to resolutions to be considered later in the meeting will be deferred to that time? When shareholders have a question, could you please state your name and, if relevant, the organization you represent?
Jenny, Julian, Directors, thank you for the addresses. Can I just ask, are there any further assets which are viewing now as non-core and which are held for sale, or have we seen all the sales gone and completed?
We don't have any further divestments currently contemplated. In terms of the offtakes and the precious royalties, they were largely the non-core assets. That being said, we do have a strict approach to capital management, and clearly, if there was an opportunity presented that we thought made good sense for the shareholders, we would pursue it.
My apologies, Jenny. I didn't state my name. Geoffrey Reed, Australian Shareholders Association, representing .
Thanks, Geoffrey. Do you have another question, Geoffrey?
No, thank you.
The first item of business listed in the notice of meeting is to receive and consider the company's financial statements for the year ended the 30th of June 2025, together with the declaration of the directors, the directors' report, the remuneration report, and the auditor's report. In accordance with the Corporations Act, there is no vote on this item. This item of business provides shareholders with the opportunity to ask questions about the reports, audit, and management of the company. A representative of PricewaterhouseCoopers is available to answer any questions relevant to the conduct of the audit and the preparation of the content of the auditor's report. I confirm that no written questions to the auditor were submitted to the company under Section 250PA of the Corporations Act before the meeting. Are there any questions on this item of business?
Where shareholders have a question, could you please state your name and, if relevant, the organization you represent? If there are no questions, I will now proceed to the resolutions of the notice of meeting for shareholder consideration. I refer you to Resolution 1 in the notice of meeting, which relates to the adoption of the remuneration report. The proxy votes received on this resolution are displayed now on the screen. The resolution is that for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the company's annual financial report for the financial year ended 30th of June 2025. This resolution is advisory only and does not bind the company or the directors of the company.
Nevertheless, we will take into account the outcome of the vote and any questions raised in considering our remuneration framework and practices in future years. The voting prohibition statement applicable to this resolution is set out in the notice of meeting and is displayed on the screen. I now invite shareholders to comment on or ask any questions they may have on Resolution 1. If there are no questions, I put the resolution to the meeting. If you haven't done so, please now cast your vote on this item. I refer you now to Resolution 2 on the notice of meeting, which relates to the re-election of Graeme Devlin. Details of Graeme's qualifications and experience are set out in the notice of meeting and the 2025 Deterra Royalties annual report.
Graeme is a highly experienced mining executive and has provided the company with knowledgeable and considered investment process guidelines when reviewing new investment opportunities since joining the board in 2020. In his capacity as Chair of the Nomination and Governance Committee, Graeme has overseen the appointment of three new highly qualified directors. Graeme, you may now address the meeting.
Thank you, Jenny. Good afternoon, everyone. My name is Graeme Devlin, and I appreciate the opportunity of talking with you today. By way of background, I joined the board of Deterra as an Independent Non-Executive Director in 2020. At the time, Deterra was de-merged from Iluka. I currently chair the Nominations and Governance Committee. I'm a member of the Audit and Risk Committee, having chaired that committee until recently, and I'm a member of the Sustainability Committee. Today, I'm seeking re-election to continue as an Independent Non-Executive Director. My executive career over more than three decades included roles in systems, finance, investment evaluation, operations, commercial negotiation, litigation, business development, and mergers and acquisitions. I've worked with CRA Limited, RTZ, Rio Tinto, Coal and Allied, and BHP. My most recent executive role was with BHP, where I was Global Head of Mergers and Acquisitions.
I hold a bachelor's degree in applied science from Monash University and a master's degree in business administration from the University of Melbourne. I'm also a graduate of the Australian Institute of Company Directors. Thank you for your support, and if re-elected, I look forward to continuing to contribute to the success of Deterra . Thank you.
Thanks, Graeme. The proxy votes received on this resolution are now displayed on the screen. The resolution is that for the purposes of clause 8.1 of the Constitution, ASX Listing Rule 14.4, and for all other purposes, Graeme Devlin, a Director who has elected to retire and stand for re-election and being eligible, is elected as a Director. I now invite shareholders to comment on or ask any questions they may have on Resolution 2. If there are no questions, I put the resolution to the meeting. If you haven't done so already, please now cast your vote on this item. I now refer you to Resolution 3 of the notice of meeting, which relates to the election of Leanne Haywood. Details of Leanne's qualifications and experience are set out in the notice of meeting and the 2025 Deterra Royalties Annual Report.
Leanne is the Chair of the company's Audit and Risk Committee and has a deep understanding of Australian accounting and tax implications as they relate to mining companies. Through her extensive executive and non-executive career, Leanne has a strong knowledge of and connections in the international mining industry. Leanne will now address the meeting.
Thanks, Jenny, and good afternoon, everyone. Thank you for the opportunity to introduce myself. I joined the board of Deterra as an Independent Non-Executive Director in April of this year. I'm Chair of the company's Audit and Risk Committee and a member of the Nominations and Governance and People and Performance Committees. I'm today seeking election to continue as an Independent Non-Executive Director of Deterra . I have nine years' experience as a Non-Executive Director across a broad range of companies from micro-cap to large-cap across the ASX and New York Stock Exchange, including a number of mining companies across lithium, copper, and uranium. I'm currently Chair of Audit and Risk for two other ASX-listed companies and one public unlisted company.
My 30-year executive career was spent in the mining industry across coal, gold, and copper, most recently in a senior international copper marketing role with Rio Tinto and prior to that as Chief Financial Officer of a copper mine in the Rio Tinto portfolio. I hold a Bachelor of Business majoring in Accounting from Charles Sturt University, Master of Business Administration from the University of Melbourne, and a Fellow of CPA Australia and a graduate of the Australian Institute of Company Directors. With our shareholder support, I look forward to continuing to work with the team at Deterra . Thank you.
Thanks, Leanne. The proxy votes received on this resolution are now displayed on the screen. The resolution is that for the purposes of clause 8.1 of the Constitution, ASX Listing Rule 14.4, and for all other purposes, Leanne Haywood, a Director who was appointed by the Board effective the 16th of April 2025, retires in accordance with clause 8.1(c) of the Constitution and, being eligible, is elected as a Director. I now invite shareholders to comment on or ask any questions they may have on Resolution 3.
Geoffrey Reed from the Shareholders Association again. There seems to be a block of 28 million shares voting against your director elections. Do you know who that is that's voting against Graeme and Leanne so far?
I don't know. Julian, do you want to take the...
Have you had any high stallage from anybody opposing these elections?
No. As you know, Geoff, there have been a number of shareholders who were against our acquisition of Trident Royalties, and those shareholders have voted against a number of our resolutions as a result of that. We have tried continually to convince them that our strategy hasn't changed since we started the company. They have actually acquired shares, a number of them, since listing, a number of years since we listed, and some of them since we acquired Trident Royalties, and their focus has been on encouraging us not to do any further acquisitions.
It's a shame they can't look a bit further forward, isn't it?
We can't please all the people all of the time, but we hope to reward those shareholders who believe in our strategy, reward all of our shareholders, and we hope they find that a rewarding experience.
Thank you, Jenny.
If there are no more questions, I put the resolution to the meeting. If you haven't done so already, please now cast your vote on this item. I refer you now to Resolution Number 4 of the notice of meeting, which relates to the election of Alexander Morrison. Details of Alec's qualifications and experience are set out in the notice of meeting and the 2025 Deterra Royalties Annual Report. Alec has deep experience and non-executive experience in the mining royalties industry. He was Chief Financial Officer of Franco-Nevada and is currently Lead Director of Nations Royalty Corporation, a Toronto Stock Exchange-listed Indigenous-owned resource royalty company. Through these and other roles, he has a strong knowledge of and experience with U.S. accounting and tax rules, in particular as they relate to mining companies and mining royalty companies. Alec is Chair of Deterra's Sustainability Committee. Alec will now address the meeting.
Thank you, Jenny, and good afternoon. My name is Alec Morrison. I joined the board of Deterra as an Independent Non-Executive Director in April 2025, and I currently serve as the Chair of the Sustainability Committee and also as a member of the Audit and Risk and Nominations and Governance Committees. I'm seeking re-election today. My executive experience includes over 25 years in finance, operations support, and information technology roles in major international mining companies, including Newmont, Homestake, Phelps Dodge, and Stillwater Mining. I was also Chief Financial Officer at the founding of Franco-Nevada, the world's leading resource royalty company. My board experience includes over 50 board years of comprehensive roles in the precious metals, base metals, uranium, rare earths, and resource royalty industries, including several Chairman roles. I have a Bachelor of Arts degree in Business Administration from Trinity Western University, and I'm a Canadian CPA CA.
If I receive your support to be re-elected as an Independent Non-Executive Director today, I look forward to contributing to the ongoing growth and success of Deterra . Thank you.
Alec, I can't help but notice there are 50 board years. They must be long years. The proxy votes received on this resolution are displayed on the screen. The resolution is that for the purposes of clause 8.1 of the Constitution, ASX Listing Rule 14.4, and for all other purposes, Alec Morrison, a Director who was appointed by the Board effective the 16th of April 2025, retires in accordance with clause 8.1(c) of the Constitution and being eligible is elected as a Director. I now invite shareholders to comment on or ask any questions they may have on Resolution Number 4. If there are no questions, I put the resolution to the meeting. If you haven't done so already, please now cast your vote on this item.
I refer you now to Resolution Number 5 of the notice of the meeting, which relates to the grant of LTI rights to the Managing Director and Chief Executive Officer. As a result of the imminent departure of the Managing Director and CEO, Resolution Number 5 of the notice of the meeting has been withdrawn and will not be put to this meeting. However, for the information of shareholders, the proxy votes received on this resolution are displayed on the screen. As you can see, there was strong support for this resolution. I now refer you to Resolution Number 6 of the notice of the meeting, which relates to the renewal of proportional takeover provisions. This resolution asks shareholders to approve renewal of the provisions currently existing in the company's Constitution in respect of proportional takeover agreements for a period of three years commencing from today.
The proxy votes received on this resolution are displayed on the screen. The resolution is that pursuant to and in accordance with Section 648(g) of the Corporations Act, 2001, the existing proportional takeover provisions in the form set out in Rule 6 of the Constitution are renewed for a period of three years commencing on the date of the meeting. I now invite shareholders to comment on or ask any questions they may have on Resolution 6. If there are no questions, I now put this resolution to the meeting. If you haven't done so already, please now cast your vote on this item. Ladies and gentlemen, that concludes all of the resolutions to be put to the meeting. I ask that all shareholders complete their voting before I close the poll. Computeshare representatives will now walk around the room and collect the green voting cards.
Should you require any assistance, please raise your hand.
Sorry.
Thank you. I now take it that all shareholders have voted, and I declare the poll closed. Computershare will now proceed with counting the poll and collating results. Details of the results of the meeting will be released on Deterra 's website and on the ASX company's announcement platform later today. I would like to thank you all for your attendance today and participation in the meeting, and particularly Julian for his closing address. As that concludes the business of today's Annual General Meeting, I declare the meeting closed. For those in attendance here in Perth, I invite you to join us for refreshments. Thank you, everyone.