Australian Oilseeds Holdings LtdCOOTEarnings & Financial Report

Item 1. Business Company Overview The Company is a Cayman Islands exempted company that, directly and indirectly through its subsidiaries, is focused on the manufacture and sale of chemical free, non-GMO, sustainable edible oils and products derived from oilseeds.

The Company believes that transitioning from a fossil fuel economy to a renewable and chemical free economy is the solution to many health problems the world is facing presently.

To that end, the Company is committed to working with suppliers and customers to eliminate chemicals from the edible oil production and manufacturing systems to supply quality products such as non-GMO oilseeds and organic and non-organic food-grade oils to customers globally.

Over the past 20 years, Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”) has grown to be the largest cold pressing oil plant in Australia, pressing strictly GMO free conventional and organic oilseeds.

Grower Supply Contracts and Farming Methods To source the agricultural products for its business, the Company has a grower-supply contract base for oilseeds made up of local and regional farmers and shareholders in New South Wales committed to sustainable, renewable and organic farming.

The Company’s farmers employ regenerative farming practices such as conservative tillage and minimal use of chemicals and fertilizer to grow produce with no residue and increase carbon sequestration, thereby pulling more carbon from the atmosphere and sequestering higher carbon amounts in the soil. 5 These grower-supply contracts (known universally as contract farming) provide for oilseeds on a fixed-acre or hectare-contract basis as well as standard tonnage contracts for oil seeds.

Contract farming is an agreement between farmers and processing firms for the production and supply of agricultural products under forward agreements, frequently at predetermined prices.

The basis of such production arrangements is a commitment on the part of the farmer to provide a specific commodity in quantities and at quality standards determined by the purchaser and a commitment on the part of the purchaser to support the farmer’s production and to purchase the commodity at harvest.

After the Company determines with whom to contract for its oilseeds, the Company and the counterparty agree upon one or more contracts. The contracts contain information about the plot of land (referred to as the “block”) on which the product is grown. For each growing period, the grower-supply contract associates a harvest with a block.

The harvest identifies the product and growing period. Because a contract can span several growing periods, a block might have several harvests associated with it. The Company contracts to purchase all of the output from a particular block.

Typically, the contract manager manages the harvests at the block level because most harvests for a block have similar characteristics, such as price. A grower-supply contract is a contract associated with a block and harvest.

In addition to the Company’s grower-supply contracts with local and regional farmers and shareholders in New South Wales, Energreen Nutrition Australia Pty Ltd. provides supply-chain support for raw materials to the Company as an additional source of oilseeds supply.

In addition, the Company has an exclusive supply agreement for canola seed with Good Earth Growers, as a strategy partner who has committed to reduce chemical residual in farming operation.

Good Earth Growers was the first grain producer in Australia to be certified “ Chemical Free Farmers. ” 1 The Company’s is committed to working only with farmers and growers who are committed to sustainable, renewable and organic farming methods, which stand in contrast to the manner that the majority of our food supply is grown, which traditional agriculture systems, we believe, are degenerative, damaging the planet’s ecosystem at an alarming rate through loss of topsoil, loss of biodiversity, desertification, habitat destruction, and air and water pollution; thus, degenerative agriculture is also a large contributor to climate change. 2 The Company believes that farming must be performed in a more nature-friendly, biodiversity-supporting manner.

The non-GMO chemical free oilseeds are then cold pressed, filtered and bottled by the Company into organic and non-organic food-grade oils, vegetable protein meals and supplements in stock feed rations.

Cold pressing involves pressing and grinding the oilseeds without the use of chemicals and solvents at temperatures below 50 degrees Celsius, which results in oil and meals that retain nutritional values, antioxidants and healthy omega fatty acids. 3 The Company works with various marketers and distributors to sell its products in the Australian retail and selected export markets.

The Company does business in Australia, New Zealand, Japan, and the United States through the trademark “Good Earth Oils.” Moreover, the Company’s business strategy is aligned with the United Nations (“UN”) Sustainable Development Goals (“SDGs”), tracking, and improving on metrics within target UN SDGs, as seen in the following diagram: 1 Good Earth Growers | Australia’s first Chemical Free Farmers & Grain Producers. 2 See Frontiers | Agriculture’s Contribution to Climate Change and Role in Mitigation Is Distinct From Predominantly Fossil CO2-Emitting Sectors (frontiersin.org). 3 See Introduction to cold pressed oils: Green technology, bioactive compounds, functionality, and applications (January 2020) by Mohamed Fawzy Ramadan Hassnien. 6 The Company’s Business Model in alignment to UN’s Sustainable Development Goals The Company believes that to make a true impact, they must materially advance progress towards meaningful environmental, social, and governance goals, and even further advance the fulfillment of the UN Sustainable Development Goals (SDGs) 4 — giving due consideration to the potential impact pathways for a given investment.

The UN SDGs can only be realized with strong global partnerships and cooperation, which underpin the vision of the Company’s subsidiaries since its inception. The SDGs identified by the United Nations provide a common pathway for a better and more sustainable future.

The Company believes that the SDGs in business is good business as they work in the spirit of partnership and pragmatism to make proper choices now to improve life, in a sustainable way, for future generations by providing clear guidelines and targets for all countries to adopt in accordance with their own priorities and the environmental challenges of the world at large. 5 The Business Opportunity Health Benefits.

Oilseeds are rich in various phytochemicals such as phenolic compounds, flavonoids, tocopherols, tocotrienols, polyphenols, vitamins, minerals, protein, and fiber and are used in healthy vegetable oils, livestock feeds, medicines, biofuels, and other oleochemical industrial purposes.

Oilseeds are also a rich source of oil and fatty acids and are cholesterol free, all of which are often employed in the extraction of oil. 4 See https://sdgs.un.org/goals 5 How 17 Companies Are Tackling Sustainable Development Goals (and Your Company Can, Too) — SDGfunders. 7 Vegetable oil is an invaluable product used throughout the world.

Cottonseed oil is cooking oil made from the seeds of Gossypium hirsutum and gossypium herbarium cultivated for cotton plants, especially cotton fibre and animal feed, and like other oilseeds, such as sunflower seeds, cotton seeds have an oily core surrounded by a hard outer shell. Oil is removed from the grain during processing.

Oil is also extracted from soybeans to use as a vegetable oil, which is the second most consumed oil. Soybean is used for extracting oil and for consumption as a seed legume in human diet. Soybean meal is an important component of formulated poultry and fish meals.

Soybean protein is referred to as a “complete protein” due to its amino acid content.

Soybean protein is well-known for its nutritional significance in the treatment of heart disease and diabetes. 6 Oilseed composition has been studied extensively, but recently has been thoroughly investigated, especially focusing on the phytochemicals representing the minor components; this interest is connected with the activity of such compounds against cardiovascular diseases, lipid oxidation, protein cross-linking and DNA mutations and homeostasis function, which prevent the attack of biomolecules by free radicals. 7 From phytosterols to polyphenols, fat to polyphenols, many of the characteristic components of oilseeds are known to have positive effects on health, capacity and well-being, and can be used to design functional foods.

Vegetables, fruits and nuts, all rich in phenols, flavonoids, isoflavonoids, phytosterols and phytic acid — essential bioactive compounds, provide considerable health benefits 8 such as alleviating major diseases and health conditions representing the highest causes of death worldwide, including cardiovascular disease, cancer, diabetes, neurodegenerative diseases, and aging.

We believe that these ameliorative characteristics will continue to drive the demand for the Company’s products. Global Market Demand.

The global oilseeds market in 2022 is estimated at $264.87 billion worldwide and is expected to grow to $340.44 billion by 2026 at a compound annual growth rate (“CAGR”) of 5.7%, is projected to be worth $385.45 billion by 2030 9 and projected to be worth $385.45 billion by 2030.

The growing usage of oilseeds in animal feed, as well as the need for healthy and organic oilseed-processed goods, public-private collaborations in varietal development, and molecular breeding in oilseeds, are expected to propel the growth of the oilseed market. 6 See Oilseed Market Size, Growth, Trends, Growth, Report 2022-2030 (precedenceresearch.com) 7 See Oilseeds as Functional Foods: Content and Composition of Many Phytochemicals and Therapeutic Alternatives | IntechOpen 8 See Id. 9 See Oilseeds Global Market Report 2022 by The Business Research Company. 8 The Company believes that Australian-derived non-GMO oils are in high demand in Europe and other countries, in contrast to Canadian canola oil which is mostly genetically modified in order to be tolerant to herbicides. 10 We believe that the global demand for healthier, natural and chemical-free food products opens avenues for domestic and international economic activity and the Company is an example of this trend.

The Company intends to address this increased global demand for sustainable premium cold-pressed and non-GMO products by expanding its existing cold-pressing capacity from 40,000 metric tons to 80,000 metric tons per annum.

The Company is also looking to establish a multi-seed crushing plant at Emerald, Queensland with a projected cold-pressing capacity of 80,000 metric tons per annum by the end of 2023 to market itself as the largest cold-pressed player in the APAC region.

According to a 2024 study, “Soybean Oil Market Report 2024: Forecast by Consuming Countries, Producing Countries, Importing Countries, Exporting Countries to 2032,” the market is accelerating, as the production of soybean oil has increased because of its demand by the population due to its nutritional value. 11 Sunflower Oil Sunflower seeds are used for the purpose of producing sunflower oil.

Sunflower oil is extensively used as frying oil in food and as a lubricant in cosmetic applications. It contains linoleic acid, a polyunsaturated fat and oleic acid, a monounsaturated fat. It also consists of large amounts of Vitamin E.

Unrefined sunflower oil is used as a salad dressing in Eastern European cuisines, as it contains omega-6 fatty acids and is very nutritious. Sunflower butter contains sunflower oil as well. When sunflower oil is extracted, the crushed seeds are left behind, which are high in protein and dietary fiber and can be utilized as animal feed, fertilizer, or fuel.

PEG-10 sunflower glycerides are the polyethylene glycol derivatives of mono- and diglycerides generated from sunflower seed oil with an average of 10 moles of ethylene oxide and are a pale-yellow liquid with a “slightly fatty” odor. Sunflower glycerides PEG-10 is widely utilized in cosmetic compositions.

When mixed with diesel in the tank, sunflower oil can be utilized to run diesel engines. In frigid temperatures, viscosity is enhanced due to the high quantities of unsaturated fats. Because it is a rich source of oil, ash calcium, carbohydrate and protein, the sunflower segment in this market is expected to grow at the quickest rate.

Sunflower seeds are widely employed in the feed business as sunflower meal, which is increasingly being used as an alternative for soybean meal due to price considerations. Rapeseed Oil Canola, or rapeseed oil, is produced by Rapeseed, which is also known as rape or colza, which is a mustard plant cultivated for its seeds.

Canola oil is multifarious in nature, as it is used for cooking, as a soap and margarine ingredient, and as a lamp fuel (colza oil). Jet engines use the liquefied form of oil to lubricate and can also be converted to biodiesel. Fodder is produced, as a result of the seeds which are left over after oil extraction.

The plant can be used as a green manure and cover crops. After soybean and palm oil, rapeseed was the world’s third-largest source of vegetable oil in 2000. After soybean, it is the world’s second-largest source of protein meal. Rapeseed meal is produced as a by-product of the oil extraction process.

A high-protein animal feed is produced as a by-product, which is competitive with soybean. The feed is mostly used for cattle, although it is also used for pigs and fowl. Natural rapeseed oil, on the other hand, includes 50% erucic acid and large quantities of glucosinolates, lowering the nutritional value of rapeseed press cakes for animal feed.

A study by Precedence Research in 2024 concluded that oilseeds used as a vegetable oil are not only high in protein, but also high in concentrated energy. The expanding demand for vegetable oils in an ever-increasing number of homes is driving demand for oilseeds.

Furthermore, the growing need for biofuels in both developing and developed countries is propelling the oilseeds market forward.

To meet the increasing demand for oil around the world, farmers are increasingly turning to oilseeds to boost productivity. 10 See The GMO High-Risk List: Canola - The Non-GMO Project (nongmoproject.org) 11 Soybean Oil Market Report 2024: Forecast by Consuming (globenewswire.com) 9 In the commercial sector, oilseeds are high in demand because of its various applications such as oilseeds like sunflower as a type of moisturizer in cosmetic products.

Oilseeds are India’s second-largest agricultural export after food grains. According to Precedence Research, as people increasingly prioritize their health, they are choosing vegetable oil over animal fat. Linseed Oil, in addition to different vegetable oils, is extensively used for manufacturing paints, varnishes, and lubricants.

Oil-cake is used to feed cows and also as a fertilizer for vegetation which includes cotton, tobacco, tea, and sugarcane. Oilseeds are also extensively utilized in the automobile sector as a source of fuel. For example, sunflower oil is used in diesel engines to run it when mixed with diesel in the tank.

In the automobile paint industry, castor seed oil has been evaluated as a plasticizer and film forming. The seed meal had a low moisture content, making it ideal for glossy auto paint.

Industry Overview According to the 2024 study by Precedence Research, the global oilseed market size was valued at USD 249.05 billion in 2023, and it is projected to be worth around USD 373.32 billion by 2033 making a CAGR of 4.13% during the forecast period 2024 to 2033. 12 Oilseeds are grown primarily for obtaining oil.

The major sources of edible oils are copra, cottonseed, palm kernel, peanut, rapeseed, soybean and sunflower seed. Oil is extracted either by mechanical extraction processes in oil mills or by chemical extraction using solvents. For example, the oil content in seeds ranges from 20% for soybean and 40% for sunflowers and rapeseed.

After the extraction process, the crushed seeds are further processed into animal feeds. 12 Oilseed Market Size, Growth, Trends, Growth, Report 2024-2033 (precedenceresearch.com) 10 The soybeans segment contributed more than 59.14% of revenue share in 2023 globally in terms of volume.

The market is expected to grow significantly due to an increase in the consumption of soybeans which are used in the production of edible oils, fatty acids, soaps, biodiesels, and animal feed; increases in the production of soybeans in Brazil, Argentina, and other countries; a surge in the global population which has led to increases in demand for edible oils for preparing food products; and supportive government policies to increase agricultural production of oil fuel and advancements in seed technologies and biotech traits, such as herbicide and insecticide resistance.

The outbreak of COVID-19 has also positively impacted the overall growth of the oilseeds market as more people consume and produce meals at home relying on edible oils to cook healthier food. 13 According to the 2024 study by Precedence Research, the Asia Pacific oilseed market size, which includes Australian, was valued at USD$87.46 billion in 2023 and is expected to hit around USD$140.38 billion by 2033, growing at a CAGR of 37.7% from 2024 to 2033.

Asia-Pacific leads the oilseed market with a large market share of 35.12% in 2023 due to the growing food processing industry and increasing soybean production. The oilseeds market is segmented by oilseed type, product, breeding type, biotech trait and region. Based on oilseed type, the market is categorized into copra, cottonseed, palm kernel, peanut, rapeseed, soybean and sunflower seed.

By product, it is bifurcated into animal feed and edible oil. Depending on breeding type, the market is segregated into genetically modified and conventional. On the basis of biotech trait, the market is bifurcated into herbicide tolerant, insecticide resistant and other stacked traits.

Region wise, the market is analyzed across North America (the U.S., Canada, and Mexico), Europe (Germany, the Netherlands, Spain, France, Italy, the UK, Russia, Ukraine and the rest of Europe), Asia-Pacific (China, India, Japan, Indonesia, South Korea and the rest of Asia-Pacific), and LAMEA (Brazil, Argentina, Paraguay, South Africa and the rest of LAMEA).

The Non-GMO Market Size and Opportunity Non-genetically modified organisms (non-GMO) food is prepared without ingredients derived from genetically engineered organisms. The rising awareness amongst customers regarding the health benefits of non-GMO food consumption is anticipated to drive market growth.

Moreover, environmentally-conscious consumers are willing to pay a much higher price for sustainable products such as non-GMO and locally-produced foods since ethical considerations are becoming important in their decision-making process. Several organizations are encouraging farmers to grow non-GMO food, which is also likely to support market growth in the forthcoming years.

The global non-GMO food market size was USD$740.65 billion in 2023 and is projected to grow from USD$895.36 billion in 2024 to USD$2,003.68 billion by 2032, growing at a CAGR of 11.94% during the 2024-2032 period according to a study released August 14, 2024, by Fortune Business Insights. 14 North America dominated the non-GMO food market with a market share of 40.61% in 2023. 13 See https://theconversation.com/covid-19-reshaped-the-way-we-buy-prepare-and-consume-food-193069 14 Non-GMO Food Market Size, Trends & Growth | Forecast [2032] (fortunebusinessinsights.com) 11 Asia Pacific is an emerging region in the market, and it is expected to grow at the highest CAGR in the forecast period.

While there is a major interest in the product among the higher-income, better-educated population in Korea, Japan, and Australia, consumers in China and India drive demand expansion within the region according to the study by Fortune Business Insights. 15 The Company’s Products and Strategy The Company produces organic food-grade oils and vegetable protein meals by means of cold pressing extraction from chemical and GMO-free oilseeds.

The Company’s vegetable oils include unrefined canola oil, premium canola oil, extra filtered canola oil, RBD canola oil, safflower oil, sunflower oil, RBD sunflower oil, soyabean oil, linseed oil, extra virgin olive oil. The Company’s protein meals include organic and non-organic cold pressed canola, sunflower, safflower, soybean and linseed meals.

Protein meals are the co-product of cold pressing extraction and are predominately used as a supplement in stockfeed rations. The meals are also used in rations for protein, amino acids, fiber and fat depending on dietary requirements.

Premium products include: ● Cold pressed Canola oil ● Cold Pressed Soya bean oil ● Sunflower Oil ● Cold Pressed Canola Meal ● Plant Based Proteins ● Sunflower Meal We sell cold pressed vegetable oils and vegetable protein meals extracted from oil seeds.

For fiscal years 2024 and 2023, we derived approximately 85% and 89%, respectively, of our total revenue from the sale of cold pressed vegetable oils with the balance from the sale of vegetable protein meals extracted from oil seeds.

The Company processes and sells high quality protein meal for the agricultural market (including the feedstock industry) and is leveraging this by-product to expand into the plant-based meats and proteins markets. Presently, the Cootamundra facility is capable of crushing canola, safflower and sunflower seeds with a current processing capacity of more than 33,000 metric tons per annum.

Edible oils and protein meal serve as the largest outlet for oilseed derivative products. The food industry demands healthy oils for cooking and dining. A key example being Canola Oilseed — in which Australia produces over 15-20% of the global Canola seed trade.

Australian oilseed production, due to relative proximity and high-quality output, are well-placed to supply the rapidly expanding consumer export markets of the Asia-Pacific as well as satisfy increased domestic demands.

The Company enters into standard sales contracts with customers for the purchase of these products, which detail the duration and amount of the product to be delivered during the course of the contract, compliance with applicable government regulations and tax payment obligations.

The Company intends to address the increased global demand for sustainable premium cold-pressed and non-GMO products by expanding its existing cold-pressing capacity from 33,000 metric tons to 65,0000 metric tons initially per annum through its new multi-seed crushing plant at Emerald, Queensland with a projected cold-pressing capacity of 80,000 metric tons per annum allowing the Company to market itself as the largest cold-pressed player in the APAC region. 15 Id. 12 The Company’s Manufacturing Process The Company’s cold pressing oil plant is currently the largest in Australia and has seed processing capacity of up to 40,000 metric tons per annum.

“Cold pressing” refers to oils obtained through pressing and grinding oilseeds without the use of chemicals or solvents at temperatures that do not exceed 122°F (50°C) and produces high energy canola meal used in stock feed by most species of animals worldwide.

As a result of cold pressing, oil and meal retain most of their nutritional values, antioxidants and healthy omega fatty acids (including omega 3 and omega 6) and, including Polyunsaturated fatty acids (linoleic acid) that lower serum cholesterol and .contain zinc and vitamins like vitamin A, C, E, D lecithin, potassium, bioflavonoids and phenols, which help in lowering cholesterol levels in the blood, protecting the liver from oxidative damage, and suppressing oxidative stress. 16 Moreover, cold pressing methods is safer as they avoid the use of Solvents like hexane and petroleum ether that can have deleterious effects on the human body if the solvent plus oil mixture is not properly processed.

Hexane can cause depression of the central nervous system and dermatitis.

Cold-pressed oils do not utilize such harmful chemicals for production. 17 Depiction of the Oilseed Extraction Process via Cold Pressing Research and Development Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (the “AOI”) was established in 1991 by community-based growers, leaders and investors and commissioned its first oilseed processing plant in 1992, crushing more than 2,000 metric tons.

Continuous research and development of methodology has resulted in seed processing capacity of more than 35,000 metric tons per annum presently notwithstanding using cold pressing methods that produce guaranteed non-GMO products.

AOI continually engages in research and development on the improvement of cold pressed oil extraction from safflower, sunflower and other oilseeds, plant-based meats and the usage of canola as an ingredient. Additionally, AOI had the first oil processing plant in Australia to partially adopt renewable solar energy along with electricity to run the plant concurrently.

The plant currently abates 42.2 metric tons of CO2 (per month) with 568-kilowatt peak solar power.

The Company is aiming to become carbon neutral plant furthering its UN SDG goals. 16 See Cold-pressed oils VS Hot-pressed oils: Which one is better for your health? | TheHealthSite.com 17 Cold Pressed Oils health benefits (yashkri.com) 13 Actual Photo of the Company’s Cootamundra, Australia Facility Including its Solar Panels Sales and Marketing and Customer Contracts During the year ended June 30, 2024, the Company’s sales revenue increased by AUD$4.79 million or 16% to AUD$33.73 million for the twelve-month period ended on June 30, 2024, compared to AUD$29.05 million for the twelve-month period ended June 30, 2023, primarily due to favorable market conditions resulting from an increase in the demand for cold pressed canola oil.

A substantial portion of the Company’s products are sold to its top five customers. In the year ended June 30, 2024, 64.8% of total sales by the Company were to its top five customers. The Company’s top three customers accounted for 49.4% of total sales for the year end June 30, 2024.

The Company’s top five customers (and top three) as of yearend June 30, 2024, along with the total sales from each customer, are summarized in the following table: Customer Total Sales As of 30 June 2024 AUD$ Outstanding Balance as of 30 June 2024 AUD$ Daabon Organic Australia Pty Ltd. 6,026,698 1,703,927 Costco Wholesale Australia 5,857,260 1,229,271 Energreen Nutrition Australia Pty Ltd. 4,838,204 - Hygain NSW (Proprietary) Ltd. 3,306,466 250,845 100% Bottling Company Pty Ltd. 1,911,641 - If the sales performance of any of the Company’s key customers declines or if they terminate their cooperation with us or start to cooperate with any of the Company’s competitors, or if there is any modification as to the sales and purchase terms entered with any of our key customers, our business, financial condition and revenue would be seriously impacted.

The Company markets its products to wholesale distributors, such as Costco in Australia and New Zealand, which Costco Australian supply contract has been extended to January 2025, and also directly to customers. The Company’s marketing reflects its pride in using clean, renewable energy through cold-pressing techniques resulting in no chemicals or preservatives in its products.

The Company’s subsidiary, Good Earth Oils, has a supply agreement with Costco Australia for 165,000 drums of Good Earth Cold Pressed Canola Oil through June 2023, which supply agreement was renewed to February 2024 and again through mid-December 2024.

Item 3. Legal Proceedings We may be subject from time to time to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business.

Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. 39 We do not currently expect the results of any of these matters to have a material effect on our business, results of operations, financial condition or cash flows.

We intend to recognize provisions for claims or pending litigation when we determine that an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates.

See “Risk Factors—Other Risks—Any future litigation against us could be costly and time-consuming to defend.” Item 4. Mine Safety Disclosures Not applicable. PART II

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information for Ordinary Shares and Warrants Our Ordinary Shares is traded on The Nasdaq Global Select Market under the symbol “COOT”.

Our Public Warrants, each entitling the holder to purchase one share of our Ordinary Shares are traded on traded on The Nasdaq Global Select Market under the symbol “COOTW”. Holders of our Ordinary Shares As of December 3, 2024, there were approximately 20 holders of record of our Ordinary Shares.

Certain our Ordinary Shares are held in “street” name and, accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number. The number of holders of record also does not include beneficial owners of shares that are be held in trust by other entities.

Dividend Policy We have never paid or declared any cash dividends on our Ordinary Shares, and we do not anticipate paying any cash dividends in the foreseeable future.

Issuer Purchases of Equity Securities There were no purchases of equity securities by the issuer or affiliated purchasers, as defined in Rule 10b-18(a)(3) the Securities Exchange Act of 1934, during the fiscal year ended June 30, 2024.

Performance Graph We are a “smaller reporting company,” as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to provide the information required by paragraph (e) of Item 201 of Regulation S-K.

Recent Sales of Unregistered Securities On August 23, 2023, the Company executed a Securities Purchase Agreement (the “Securities Purchase Agreement”) with AOI, EDOC and Arena Investors, LP, a Delaware limited partnership (the “PIPE Investor”).

Pursuant to the terms and conditions of the Securities Purchase Agreement, the PIPE Investor agreed to purchase redeemable debentures (the “Debentures”) and warrants (the “Arena Warrants”) of the Company for the aggregate subscription amount of up to $7,000,000, at and after the Closing.

The Securities Purchase Agreement contemplates funding of the investment (the “Investment” or the “PIPE”) across three tranches: 40 (i) the first closing amount of $2,000,000 was be invested in part upon the Closing of the Business Combination, which was the first closing date of the Investment (the “First Closing Date”), in exchange for a Debenture to be issued by the Company for the principal amount of $2,222,222, reflecting that such Debenture is to be issued with a 10% original issue discount to the face amount thereof; (ii) the second closing amount of $2,500,000 will be invested on the 60 th trading day following the First Registration Statement Effectiveness Date filed by the Company after the Closing of the Business Combination, which will be the second closing date of the Investment (the “Second Closing Date”), in exchange for a Debenture to be issued by the Company for the principal amount of $2,777,777, reflecting that such Debenture is to be issued with a 10% original issue discount to the face amount thereof provided that all conditions to the PIPE Investor’s obligation set forth in Section 3.2(a) of the Securities Purchase Agreement and the Company’s obligation set forth in Section 3.2(b) have been satisfied or waived on or prior to the Second Closing Date and the respective obligations to consummate the Second Closing shall be contingent on the satisfaction of the following additional conditions, unless the parties mutually agree to waive any such condition: (1) the 30-Day VWAP of the Ordinary Shares as of the last trading day immediately preceding the 60 th calendar day following the First Registration Statement Effectiveness Date is greater than $3.00 per share, and (2) the median daily turnover of the Ordinary Shares on the Company’s principal trading market for the thirty (30) consecutive trading day period ended as of the last trading day immediately preceding the 60 th calendar day following the First Registration Statement Effectiveness Date is greater than $200,000; and (iii) the third closing amount of $2,500,000 will be invested on the 60 th trading day following the Second Registration Statement Effectiveness Date filed by the Company, which will be the third closing date of the Investment (the “Third Closing Date”), in exchange for a Debenture to be issued by the Company for the principal amount of $2,777,777, reflecting that such Debenture is to be issued with a 10% original issue discount to the face amount thereof provided that all conditions to the PIPE Investor’s obligation set forth in the Securities Purchase Agreement and the Company’s obligation have been satisfied or waived on or prior to the Third Closing Date and the respective obligations to consummate the Third Closing shall be contingent on the satisfaction of the following additional conditions, unless the Parties mutually agree to waive any such condition: (1) the 30-Day VWAP of the Ordinary Shares as of the last trading day immediately preceding the 60 th calendar day following the Second Registration Statement Effectiveness Date is greater than $3.00 per share, and (2) the median daily turnover of the Ordinary Shares on the Company’s principal trading market for the thirty (30) consecutive trading day period ended as of the last trading day immediately preceding the 60 th calendar day following the Second Registration Statement Effectiveness Date is greater than $200,000.

Securities Authorized for Issuance Under Equity Compensation Plans The information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report. Item 6. [Reserved] Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto that appear elsewhere in this Annual Report on Form 10-K.

See “Risk Factors” elsewhere in this Annual Report on Form 10-K for a discussion of certain risks associated with our business. The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts.

The use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

Unless the context otherwise requires, references in this Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “Australian Oilseeds Holdings Ltd.,” “we,” “us,” “our” and the “Company” are intended to mean the business and operations of Australian Oilseeds Holdings Ltd. 41 Company Overview The Company is a Cayman Islands exempted company that, directly and indirectly through its subsidiaries, is focused on the manufacture and sale of chemical free, non-GMO, sustainable edible oils and products derived from oilseeds.

The Company believes that transitioning from a fossil fuel economy to a renewable and chemical free economy is the solution to many health problems the world is facing presently.

To that end, the Company is committed to working with suppliers and customers to eliminate chemicals from the edible oil production and manufacturing systems to supply quality products such as non-GMO oilseeds and organic and non-organic food-grade oils to customers globally.

Over the past 20 years, Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”) has grown to be the largest cold pressing oil plant in Australia, pressing strictly GMO free conventional and organic oilseeds.

Business Combination On March 21, 2024 (the “Closing Date”), Australian Oilseeds Holdings Limited., a Cayman Islands exempted company (“Australian Oilseeds” or the “Company”), consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of December 5, 2022 (as amended on March 31, 2023 and December 7, 2023 (the “Business Combination Agreement”), between the Company, EDOC Acquisition Corp., a Cayman Islands exempted company (“EDOC”), American Physicians LLC, a Delaware limited liability company, in the capacity as the representative, from and after the Closing Date for the shareholders of Purchaser and the Company (other than the Sellers (as defined below)) in accordance with the terms and conditions of the Business Combination Agreement (the “Purchaser Representative”), AOI Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Merger Sub”), Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”), Gary Seaton, in his capacity as the representative for the Sellers, in accordance with the terms and conditions of the Business Combination Agreement (the “Seller Representative”), and each of the holders of AOI’s outstanding ordinary shares named on Annex I to the Business Combination Agreement (the “Primary Sellers”), as amended from time to time, to include subsequent parties that execute and deliver to Purchaser, the Company and AOI, a Joinder (the “Joining Sellers”), and the holders of AOI’s outstanding ordinary shares who are bound by the provisions of the Business Combination Agreement pursuant to the drag-along rights set forth in AOI’s memorandum and articles of association (the “Drag-Along Sellers,” and collectively with the Joining Sellers, the “Sellers”).

The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” Pursuant to the Business Combination Agreement, on the Closing Date, EDOC merged with and into Merger Sub, with EDOC continuing as the surviving entity (the “Merger”), as a result of which, EDOC became a wholly-owned subsidiary of the Company, and each issued and outstanding security of EDOC prior to the Closing Date was cancelled in exchange for the receipt of substantially identical securities of the Company.

Also on the Closing Date, the Company acquired all of the issued and outstanding ordinary shares of AOI (the “Purchased Shares”) from the Sellers in exchange for the Company’s ordinary shares (“Company Ordinary Shares”) par value $0.0001 per share (the “Share Exchange”).

More specifically, pursuant to the Business Combination Agreement, at the effective time of the Business Combination (the “Effective Time”): (i) Each holder of EDOC pre-transaction privately-held Class A ordinary shares and the Class B ordinary share (the “EDOC Ordinary Shares”) received Company Ordinary Shares, which are listed under the ticker “COOT” (less 200,000 Class A ordinary shares that were forfeited by EDOC back to the Company); (ii) Each holder of AOI ordinary shares received Company Ordinary Shares on a one-for-one basis (the “Exchange Shares”); (iii) Each holder of EDOC’s public Class A ordinary shares received Company Ordinary Shares on a one-for-one basis; (iv) EDOC’s warrants terminated and were exchanged for warrants of the Company (the “Warrants”), which Warrants are listed on the Nasdaq under “COOTW”; 42 (v) Each holder of EDOC’s rights (the “Rights”) received 1/10 of a Company Ordinary Share for each such Right, as set forth herein; (vi) EDOC’s Rights were no longer be traded; (vii) EDOC’s 479,000 placement units (“Placement Units”) were exchanged for Company Ordinary Shares and Warrants of the Company; and (viii) EDOC’ $1,500,000 of convertible promissory notes that were convertible at Closing into Company Ordinary Shares (“Convertible Shares”) and warrants (“Convertible Warrants”).

In connection with the closing of the Business Combination, EDOC and/or the Company entered into or amended, as applicable, certain agreements with their vendors or service providers, including the underwriter in EDOC’s IPO, to pay various business combination transaction expenses otherwise due at Closing, including deferral agreements with vendors or service providers, requiring deferred cash payments by the registrant to such parties to be satisfied over specified time periods after Closing, and certain other fee modification agreements with vendors or service providers pursuant to which such parties received newly issued Ordinary Shares at Closing and/or deferred cash payments (or a combination of both).

Pursuant to such agreements, an aggregate of 840,891 Company Ordinary Shares (694,391 to Arc Group Limited and 146,500 to I-Bankers Securities, Inc.) were issued to such providers.

In addition, in connection with the closing of the Business Combination, the Company closed the private placement of the Arena Warrants and Debentures pursuant to the Securities Purchase Agreement dated August 23, 2023 between the Company, AOI, EDOC, certain AOI subsidiaries and Arena Investors, LP (the “PIPE Investors”) and executed the Arena Transaction Documents including the 10% Original Issue Discount Secured Convertible Debenture, the Arena Warrant, the Registration Rights Agreement and related documents.

In addition, at the Closing, the Company, the Primary Sellers, the Purchaser Representative, the Seller Representative and the Escrow Agent entered into an escrow agreement (the “Subscription Escrow Agreement”), pursuant to which a number of Exchange Shares equal to 15% of the estimated Exchange Consideration issuable to the Sellers at the Closing (such Exchange Shares, together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted the “Escrow Shares”) are subject to the restrictions of the Escrow Agreement and shall be held by the Escrow Agent, along with any dividends, distributions or income thereon (together with the Escrow Shares, the “Escrow Property”) in a segregated account (the “Escrow Account”) and disbursed in accordance with the Business Combination Agreement and the Subscription Escrow Agreement.

The Escrow Shares will be held in the Escrow Account for a period of 12 months after the Closing and shall be the sole and exclusive source of payment for any post-Closing purchase price adjustment and for any post-closing indemnification claims (other than certain fraud claims and breaches of AOI and the Sellers’ fundamental representations, as in the Business Combination Agreement).

At the 12-month anniversary of the Closing, on March 21, 2025, all remaining Escrow Property will be released to the Sellers in accordance with the Business Combination Agreement. However, the amount of Escrow Property equal to the value of any pending and unresolved claims will remain in the Escrow Account until finally resolved.

The transaction was unanimously approved by the board of directors of EDOC and was approved at the extraordinary general meeting of EDOC’s shareholders held on March 6, 2024 (the “Special Meeting”). EDOC’s shareholders also voted to approve all other proposals presented at the Special Meeting.

As a result of the Business Combination, AOI and EDOC became wholly-owned direct subsidiaries of the Company. On March 22, 2024, the Ordinary Shares and public warrants of the Company (the “Public Warrants”) commenced trading on the Nasdaq Global Market, or “Nasdaq,” under the symbols “COOT” and “COOTW,” respectively.

Key Components of Consolidated Statements of Profit or Loss and Other Comprehensive Income Sales revenue Revenues consist of sales of edible oils, sales of protein meals and tolling revenue from oilseeds crushing activities.

The Company’s edible oil sales comprise of two segments: sales of bulk oils to wholesalers who use it as food ingredients or white labeling; sales of packaged oils as the company’s own branding to major supermarket channels. Sales of protein meals are bulk sales and mainly distributed to local farmers and feedlots as protein supplements.

Tolling revenue is the service charge fee of crushing oilseeds to produce edible oils and protein meals. 43 Cost of sales Cost of sales consist of costs directly related to the manufacturing process of edible oils and protein meals.

It includes the cost of materials which mainly consist of the procurement cost of non-GMO canola seeds, canola seeds freight and storage cost from the suppliers, direct labor in the factory plant, occupancy costs of energy consumption of manufacturing process, depreciation expense of the crushing plant and relevant equipment and vehicles, and repairs and maintenance.

General and Administrative expenses General and administrative expenses primarily consist of personnel expenses, professional fees, occupancy costs, depreciation expense, insurance expense, management fees, office expenses, security expenses, travel expenses, staff training expenses, utilities expenses, and subscription and dues expenses. Sales and marketing expenses Sales and marketing expenses primarily consist of sales directors’ salaries and supermarket promotion activities.

Other income Other income primarily consists of fuel tax credit and recovery cost of freight and overdue interest.

Recapitalization expense Recapitalization expense consists of the cost of listing recorded related to the difference in the fair value of the shares issued by the Company, the accounting acquirer, and the fair value of the SPAC’s, the accounting acquiree, and identifiable net assets.

Finance expenses Finance expenses consist of interest paid related to bank loan and facility interest, related party loan interest and foreign exchange gain or loss. Change in fair value of warrant liabilities This consists of the change in fair value of certain warrant liabilities.

Results of Operations The following selected consolidated financial data are derived from the audited financial statements of the Company for the years ended June 30, 2024 and 2023 and should be read in conjunction with our consolidated financial statements, the related notes and the rest of the section of this Report entitled “Key Components of Consolidated Statements of Operations.” The historical results are not necessarily indicative of the results of future operations.

The following tables set forth our Consolidated Statements of Operations data for the periods presented: Year Ended June 30, 2024 Compared to the Year Ended June 30, 2023 2024 2023 Change % AUD$ AUD$ Sales revenue 33,727,222 29,049,345 4,677,877 16.1 % Cost of sales (27,810,782 ) (24,062,603 ) (3,748,179 ) 15.6 % Gross profit 5,916,440 4,986,742 929,698 18.6 % General and administrative expenses (3,224,843 ) (2,467,432 ) (757,411 ) 30.7 % Selling and marketing expenses (412,536 ) - (412,536 ) 100.0 % Other income 707,911 48,273 659,638 1,366.5 % Operating profit 2,986,972 2,567,583 419,389 16.3 % Finance expenses (835,813 ) (612,735 ) (223,078 ) 36.4 % Change in fair value of warrant liabilities 141,874 - 141,874 100.0 % Recapitalization expense (23,210,293 ) - (23,210,293 ) 100.0 % (Loss) Profit before income tax (20,917,260 ) 1,954,848 (22,872,108 ) (1,170.0 )% Income tax expense (313,421 ) (109,878 ) (203,543 ) 185.2 % (Loss) Profit for the year (21,230,681 ) 1,844,970 (23,075,651 ) (1,250.7 )% Other comprehensive income for the year, net of tax - - Total comprehensive (loss) income (21,230,681 ) 1,844,970 (23,075,651 ) (1,250.7 )% (Loss) Profit attributable to: Members of the parent entity (21,662,555 ) 1,432,693 (23,095,248 ) (1,612,0 )% Non-controlling interest 431,874 412,277 19,597 4.8 % Total (Loss) Income (21,230,681 ) 1,844,970 (23,075,651 ) (1,250,7 )% Total comprehensive (loss) income attributable to: Members of the parent entity (21,662,555 ) 1,432,693 (23,095,248 ) (1,612,0 )% Non-controlling interest 431,874 412,277 19,597 4.8 % Total (21,230,681 ) 1,844,970 (23,075,651 ) (1,250.7 )% 44 Revenue Year Ended June 30, 2024 2023 Change Change % Total revenue $ 33,727,222 $ 29,049,345 $ 4,677,877 16.1 % Sales revenue increased by AUD$4.7 million or 16.1% to AUD$33.7 million for the twelve-month period ended on June 30, 2024, compared to AUD$29.0 million for the twelve-month period ended June 30, 2023, primarily due to favorable market conditions resulting from an increase in the demand for cold pressed canola oil resulting from the Company’s expanded customer contracts.

The following table summarizes the Company’s revenues disaggregated by product category: Year Ended June 30, 2024 2023 Change Change % Wholesale oils $ 11,481,072 $ 20,451,942 $ (8,970,870 ) (43.9 )% Hype protein meals 9,175,505 5,577,709 3,597,796 64.5 % Toll crushing service 222,095 2,156,827 (1,934,732 ) (89.7 )% Seeds - 664,000 (664,000 ) (100.0 )% Other sales 291,351 198,867 92,485 46.5 % Retail oils 12,557,199 - 12,557,199 100.0 % Total revenues $ 33,727,222 $ 29,049,345 $ 4,677,877 16.1 % Wholesale oils represented 34.0% of our revenue for the year ended June 30, 2024, compared to 70.5% for the year ended June 30, 2023, and decreased AUD$8,970,870, as compared to the prior year.

Retail oils represented 37.2% of our revenue for the year ended June 30, 2024, compared to 0% for the year ended June 30, 2023, and increased AUD$12,557,199, as compared to the prior year.

The primary driver for the revenue decrease in wholesale oils and the revenue increase in retail oils for the year ended June 30, 2024 compared to the previous year was due to the Company securing two supply contracts to supply 15 Costco Australia stores and 1,111 Woolworth Supermarkets national stores, Australia’s largest supermarket chain.

The Company also developed three new SKU to target the retail consumers from 2024 through integrated marketing campaign with the supermarkets. Hype protein meals for the feed industry represented 27.2% of our revenue for the year ended June 30, 2024, compared to 19.2% for the year ended June 30, 2023, and increased AUD$3,597,796 as compared to the prior year.

The primary driver for the revenue increase in hype protein meals for the year ended June 30, 2024, compared to the previous year was the market awareness of the company’s high quality and chemical free concept from local farmers, wholesalers and distributors. Toll crushing service, seeds, and other sales represent a small portion of our revenue.

Those categories combined represented 0.7% of the revenue for the year ended June 30, 2024, compared to 7.4% for the year ended June 30, 2023, a decrease of $1,934,732 for the year ended June 30, 2024, as compared to the year ended June 30, 2023.

Cost of Sales Year Ended June 30, 2024 2023 Change Change % Cost of material $ 17,432,898 $ 18,710,436 $ (1,277,538 ) (6.8 )% Cost of finished goods 5,273,627 - 5,273,627 100.0 % Freight and storage 2,112,109 1,615,464 496,644 30.7 % Depreciation 481,093 547,454 (66,361 ) (12.1 )% Occupancy costs 341,790 415,436 (73,646 ) (17.7 )% Labor costs 1,917,665 2,154,793 (237,128 ) (11.0 )% Repairs and maintenance 251,600 619,020 (367,420 ) (59.4 )% Total cost of sales $ 27,810,782 $ 24,062,603 $ 3,748,179 15.6 % The cost of sales for the year ended June 30, 2024 was AUD$27.8 million, an increase of AUD$3.7 million, or 15.6% as compared to the year ended June 30, 2023.

The primary reason for the increase was in line with the increase in product sales. The cost component changed as a result of recognizing cost of finished goods when the oil products were sold in the retail market.

The decrease gross margin was mainly due to the development of “Good Earth Oils” branding products in the retail market with support of strong marketing campaign.

General and administrative expenses Year Ended June 30, 2024 2023 Change Change % General and administrative expenses $ 3,224,843 $ 2,467,432 $ (757,411 ) 30.7 % General and administrative expenses for the year ended June 30, 2024, were AUD$3.2 million, an increase of AUD$0.8 million, or 30.7%, compared to the year ended June 30, 2023.

This increase was primarily due to the fact that the Company consolidated AUD$611,109 relevant costs from EDOC Acquisition Limited after the completion of business combination on 21 March 2024.

Marketing expenses Year Ended June 30, 2024 2023 Change Change % Marketing expenses $ 412,536 $ - $ 412,536 100.0 % Marketing expenses for the year ended June 30, 2024 were AUD$0.4 million, an increase of AUD$0.4 million, or 100% compared to the year ended June 30, 2023.

This increase was due to the Good Earth Oils Pty Ltd (“GEO”) sales team being established and promotion cost incurred within supermarket chains to increase brand awareness of our chemical free no-GMO edible oils within the consumer market. 45 Other Income Year Ended June 30, 2024 2023 Change Change % Other income $ 707,911 $ 48,273 $ 659,638 1,366.5 % Other income for the year ended June 30, 2024 was AUD$0.7 million, an increase of AUD$0.7 million, or 1,366.5% compared to the year ended June 30, 2023.

This increase was primarily due to the negotiation to reduce certain transaction costs payable related to the purchase of EDOC.

Change in Fair Value of Warrants Year Ended June 30, 2024 2023 Change Change % Change in fair value of warrant liabilities $ 141,874 $ - $ 141,874 100.0 % The change in the fair value of warrants for the year ended June 30, 2024 was AUD$0.1 million, an increase of AUD$0.1 million, or 100% as compared to the year ended June 30, 2023.

The change in Warrant Fair Value was due to the closing of the Business Combination Agreement, the resulting fluctuations of the share market price, and the issuance of new warrants are part of the Arena securities purchase agreement.

Recapitalization expense Year Ended June 30, 2024 2023 Change Change % Recapitalization expense $ 23,210,293 $ - $ 23,210,293 100.0 % Recapitalization expense increased by AUD$23.2 million or 100% to AUD$23.2 million for the twelve-month period ended on June 30, 2024 compared to AUD$0 for the twelve-month period ended on June 30, 2023, primarily due to the difference in the fair value of the shares issued by the accounting acquirer and the fair value of the accounting acquiree’s identifiable net assets at the close of the Business Combination.

Finance expenses Year Ended June 30, 2024 2023 Change Change % Finance expenses $ 835,813 $ 612,735 $ 223,078 36.4 % Finance expenses increased by AUD$0.2 million or 36.4% to AUD$0.8 million for the twelve-month period ended on June 30, 2024 compared to AUD$0.6 million for the twelve-month period ended on June 30, 2023, primarily due to the fact that the Company began to utilize the AUD$8m trade facility provided by Commonwealth Bank of Australia to purchase canola oilseeds from the local farmers, the amortization of the convertible note discount of AUD$0.1 million and the interest accrual on the promissory notes with American Physicians LLC.

Liquidity and Capital Resources As of June 30, 2024, our principal sources of liquidity were net proceeds received related to the Business Combination and cash received from customers. We incurred a loss after income tax of AUD$21,230,681 for fiscal year 2024 and incurred profit after tax of AUD$1,844,970 for fiscal year 2023.

We were in a net current liability position of AUD$6,965,530 for the year ended 30 June 2024 and a net current liability position of AUD$678,768 for the year ended 30 June 2023. Net cash outflows from operating activities were AUD$2,184,930 for fiscal year 2024 and net cash inflows from operating activities were AUD$689,796 for fiscal year 2023.

As at 30 June 2024 and 2023, the consolidated entity had cash in hand and at bank of AUD$514,140 and AUD$121,273, respectively. The financial statements have been prepared on a going concern basis, which contemplates continuity of normal activities and realization of assets and settlement of liabilities in the normal course of business.

We conducted a reverse acquisition of EDOC Acquisition Limited “ADOC” through the deSPAC on 21 March 2024, the consolidated entity assumed AUD$5,248,824 of previously unpaid transaction costs charged by service providers of “ADOC”, AUD$1,216,928 promissory notes to American Physicians LLC and an AUD$1,533,742 convertible note to PIPE Investor ARENA as of 30 June 2024.

In addition to the above unpaid costs incurred by ADOC, we incurred additional professional costs of AUD$1,031,301 in relation to the NASDAQ listing activities this current year, with the majority of the balances remaining unpaid as of 30 June 2024.

Therefore, our ability to continue its business activities as a going concern is dependent upon us deriving sufficient cash from the business operation and being able to draw down additional long-term debt from the senior debt provider, Commonwealth Bank of Australia, who has provided a total facility loan of AUD$14,000,000 with unused facilities as at 30 June 2024 of AUD$8,000,000.

In addition, we also have the ability to draw down an additional US$6 million of redeemable debentures from the existing PIPE investors or the executed US$50 million equity line of credit (ELOC) once the Company lodges the registration statement of the ELOC.

The Company has determined that the Company’s sources of liquidity will be sufficient to meet the Company’s financing requirements for the one year period from the issuance of its consolidated financial statements.

The following table shows the net cash and cash equivalents provided by (used in) operating activities, net cash and cash equivalents used in investing activities, and net cash and cash equivalents provided by financing activities during the periods presented: Year Ended June 30, 2024 June 30, 2023 Net cash provided by (used in) 392,865 (353,700 ) Operating activities $ (2,184,930 ) 689,796 Investing activities (3,975,622 ) (2,820,536 ) Financing Activities 6,553,419 1,777,040 Operating Activities As of June 30, 2024, our net cash and cash equivalents provided by (used in) operating activities consists of AUD$33,854,067 of cash receipts from customers and AUD$35,364,877 of payments to suppliers and employees including AUD$3,971,681 of canola seed stock purchase (5,421-ton stock on hand) for the preparation of the existing crushing plant that was commissioned July 2024.

By comparison, the Company’s net cash and cash equivalents received in operating activities during the year ended June 2023, consists primarily of AUD$28,063,458 of cash receipts from customers and AUD$26,711,708 of payments to suppliers and employees. Investing Activities Our investing activities have consisted primarily of property and equipment purchases.

Net cash and cash equivalents used in investing activities during the year ended June 30, 2024, consisted of AUD$3,975,622 of purchased property and equipment. By comparison, the Company’s net cash and cash equivalents used in investing activities during the year ended June 30, 2023, consisted primarily of AUD$2,820,536 of purchased property and equipment.

Financing Activities Net cash flows from financing activities were AUD$1,777,040 for the year ended June 30, 2023, which primarily from related party loan.

By comparison, the Company’s net cash flows from financing activities was AUD$6,553,419 for the year ended June 30, 2024, which primarily consisted of AUD$4,000,000 asset financing from Commonwealth Bank of Australia and the net cash inflow of AUD$2,578,062 from the related party loans.

Furthermore, the Company raised up the net cash inflow of USD336,282, which primarily consists of USD$1,000,000 of convertible note from PIPE Investor Arena and USD$1,926,282 remaining fund in SPAC trust account, but they were partially offset by debenture issued cost and the payment of transaction costs to various suppliers who provided the listing compliance and underwrite services.

Last, AUD$98,754 was paid for the finance lease.” Non-IFRS Financial Measure In addition to providing financial measurements based on IFRS, we provide an additional financial metric that is not prepared in accordance with IFRS, or non-IFRS financial measure.

We use this non-IFRS financial measure, in addition to IFRS financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, to measure executive compensation, and to evaluate our financial performance.

This non-IFRS financial measure is Adjusted EBITDA, as discussed below. 46 We believe that this non-IFRS financial measure reflects our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as it facilitates comparing financial results across accounting periods and to those of peer companies.

We also believe that this non-IFRS financial measure enables investors to evaluate our operating results and future prospects in the same manner as we do. This non-IFRS financial measure may exclude expenses and gains that may be unusual in nature, infrequent, or not reflective of our ongoing operating results.

The non-IFRS financial measure does not replace the presentation of our IFRS financial measures and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with IFRS.

We consider Adjusted EBITDA to be an important indicator of the operational strength and performance of our business and a good measure of our historical operating trends. Adjusted EBITDA eliminates items that we do not consider to be part of our core operations.

We define Adjusted EBITDA as IFRS net loss excluding the following items: interest income; income taxes; depreciation and amortization of tangible and intangible assets; unit and stock-based compensation; Business Combination transaction expenses; and other non-recurring items that may arise from time to time.

The non-IFRS adjustments, and our basis for excluding them from our non-IFRS financial measure, are outlined below: ● Unit and Stock-based compensation – Although unit and stock-based compensation is an important aspect of the compensation paid to our employees, the grant date fair value varies based on the derived stock price at the time of grant, varying valuation methodologies, subjective assumptions, and the variety of award types.

This makes the comparison of our current financial results to previous and future periods difficult to interpret; therefore, we believe it is useful to exclude unit and stock-based compensation from our non-IFRS financial measures to highlight the performance of our business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies. ● Business Combination transaction expenses – Business Combination transaction expenses represent the expenses incurred solely related to the Business Combination, which we completed on March 21, 2024.

It primarily includes investment banker fees, legal fees, professional fees for accountants, transaction fees, advisory fees, due diligence costs, certain other professional fees, and other direct costs associated with strategic activities. These amounts are impacted by the timing of the Business Combination.