v3.25.2
Stock-based Compensation
 12 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation
Note 9 – Stock-based Compensation
Historically, incentives offered to the Board, employees and consultants have included a combination of options, warrants, and employee share scheme (“ESS”) instruments having either fixed exercise prices or variable prices based on multiples of the fair market value of the enterprise at grant date.
Equity Incentive Plan
The Group has adopted the Equity Incentive Plan in order to assist in the motivation and retention of selected employees and directors. Below is a summary of the terms and conditions of the options issued under the Equity Incentive Plan.
Total number of
options issued and outstanding under
the Equity Incentive
Plan		Vesting conditionExercise price and expiry date
10,734,584 options
Fully vested
A$0.32 per option expiring on May 20, 2026
7,416,667 options
Fully vested
A$0.2367 expiring on May 20, 2026
35,850,000
milestone options
(1)25% of milestone options vest if the 90-day VWAP is greater than or equal to A$1.00 per share
(2)25% of milestone options vest if the 90-day VWAP is greater than or equal to A$1.50 per share
(3)25% of milestone options vest if the 90-day VWAP is greater than or equal to A$2.00 per share
(4)25% of milestone options vest if the 90-day VWAP is greater than or equal to A$2.50 per share
A$0.40 per milestone option expiring on May 20, 2026 or, if the milestone options vest, the day that is 5 years after the date they vest as determined by the Board.
If there is any reconstruction of the issued shares of the Company, the rights of the optionholders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction. As a result of the reorganization of the Group referred to in Note 1, all previously issued options over shares in TR Ltd. became options over CDIs in the Company.
Each option entitles the optionholder the right to buy one CDI upon exercise of the option and is exercisable at any time on or prior to May 20, 2026. CDIs issued on exercise of the options will rank equally with the then CDIs of the Company. The options are not transferable.
The options may be exercised by notice in writing to the Company and payment of the relevant exercise price for each option being exercised. The Company will not apply to ASX for quotation of the options; however, it will apply to ASX for quotation of the CDIs issued upon the exercise of the options.
There are no participation rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to stockholders.
If the Company makes a bonus issue of common stock or other securities to existing stockholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of CDIs which must be issued on the exercise of an option will be increased by the number of CDIs which the optionholder would have received if the optionholder had exercised the option before the record date for the bonus issue.
If the Company makes an issue of CDIs pro rata to existing stockholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the exercise price of an option will be reduced according to the ASX Listing Rules.

The following table summarizes CDI option activity for the years ended June 30, 2025 and 2024:

2025
Grant dateExpiry dateExercise
price		Balance at
the start of
the year		GrantedExercisedExpired/
forfeited/
other		Balance at the
end of the
year
May 20, 2021May 20, 2026A$0.2367 7,416,667———7,416,667
May 20, 2021May 20, 2026A$0.3200 10,734,555———10,734,555
May 20, 2021May 20, 2026A$0.4000 16,000,000———16,000,000
October 28, 2021May 20, 2026A$0.4000 15,850,000——(500,000)15,350,000
May 17, 2022May 20, 2026A$0.4000 400,000———400,000
June 14, 2022May 20, 2026A$0.4000 1,250,000———1,250,000
November 30, 2022May 20, 2026A$0.4000 2,850,000———2,850,000
54,501,222——(500,000)54,001,222
Weighted-average exercise priceA$0.3620 A$— A$— A$0.4000 A$0.3617 
2024
Grant dateExpiry dateExercise
price		Balance at
the start of
the year		GrantedExercisedExpired/
forfeited/
other		Balance at the
end of the
year
May 20, 2021
May 20, 2026A$0.2367 7,416,667———7,416,667
May 20, 2021
May 20, 2026A$0.3200 10,734,584—(29)—10,734,555
May 20, 2021
May 20, 2026A$0.4000 16,000,000———16,000,000
October 28, 2021
May 20, 2026A$0.4000 18,850,000——(3,000,000)15,850,000
May 17, 2022
May 20, 2026A$0.4000 400,000———400,000
June 14, 2022
May 20, 2026A$0.4000 1,250,000———1,250,000
November 30, 2022
May 20, 2026A$0.4000 2,850,000———2,850,000
57,501,251—(29)(3,000,000)54,501,222
Weighted-average exercise price
A$0.3634 A$— A$0.3200 A$0.4000 A$0.3620 

The Company accelerated the recognition of the remaining expense for milestone options during the year ended June 30, 2025. The Group recognized $138,996 (inclusive of accelerated expense) and $555,525, as stock-based compensation expense related to milestone options for the years ended June 30, 2025 and June 30, 2024, respectively.
Set out below are the options exercisable at the end of the fiscal year:
Number as of June 30,
Grant dateExpiry date20252024
5/20/20215/20/20267,416,6677,416,667
5/20/20215/20/202610,734,55510,734,555
18,151,22218,151,222
The weighted average remaining contractual life of options outstanding based on an expiry date of May 20, 2026 as of June 30, 2025 and 2024, was 0.89 years and 1.89 years, respectively.
For the milestone options granted in prior periods, the Monte-Carlo valuation model inputs used to determine the fair value at the grant date, are as follows:
Grant dateExpiry dateCDI price
at grant
date		Exercise
price		Expected
volatility		Dividend
yield		Risk-free
interest rate		Fair value at
grant date
October 28, 2021May 20, 2026A$0.4000 A$0.4000 65.0000%—1.4809%A$0.1815 
October 28, 2021May 20, 2026A$0.4000 A$0.4000 65.0000%—1.4809%A$0.1630 
October 28, 2021May 20, 2026A$0.4000 A$0.4000 65.0000%—1.4809%A$0.1381 
October 28, 2021May 20, 2026A$0.4000 A$0.4000 65.0000%—1.4809%A$0.1188 
May 17, 2022May 20, 2026A$0.2800 A$0.4000 70.0000%—3.1430%A$0.1050 
May 17, 2022May 20, 2026A$0.2800 A$0.4000 70.0000%—3.1430%A$0.0861 
May 17, 2022May 20, 2026A$0.2800 A$0.4000 70.0000%—3.1430%A$0.0700 
May 17, 2022May 20, 2026A$0.2800 A$0.4000 70.0000%—3.1430%A$0.0577 
June 14, 2022May 20, 2026A$0.2300 A$0.4000 70.0000%—3.7490%A$0.0807 
June 14, 2022May 20, 2026A$0.2300 A$0.4000 70.0000%—3.7490%A$0.0651 
June 14, 2022May 20, 2026A$0.2300 A$0.4000 70.0000%—3.7490%A$0.0528 
June 14, 2022May 20, 2026A$0.2300 A$0.4000 70.0000%—3.7490%A$0.0432 
November 30, 2022May 20, 2026A$0.2600 A$0.4000 70.0000%—3.1160%A$0.0871 
November 30, 2022May 20, 2026A$0.2600 A$0.4000 70.0000%—3.1160%A$0.0677 
November 30, 2022May 20, 2026A$0.2600 A$0.4000 70.0000%—3.1160%A$0.0529 
November 30, 2022May 20, 2026A$0.2600 A$0.4000 70.0000%—3.1160%A$0.0419 
Restricted Stock Units
On August 6, 2024, the Group adopted the 2024 Equity Award Plan (the “2024 Plan”). As of June 30, 2025, the maximum number of shares of common stock that may be issued under the 2024 Plan was 1,600,000 shares.
The 2024 Plan, allows, among other things, for the grant of Restricted Stock Units (“RSUs”). On August 6, 2024, the Group issued RSUs to certain eligible service providers, employees and executive officers (the “participants”) to provide them an opportunity to participate in the growth and profits of the Group and to attract, motivate, and retain their services to promote the long-term success of the Group.
On August 6, 2024, the Company granted 47,400 Restricted Stock Units (“Retention Awards”) to its employees in Australia and U.S. The Retention Awards granted to Australian employees entitle them to CDIs representing 39,250 shares of common stock (each CDI represents 1/200th of a share of common stock). Similarly, the Retention Awards granted to U.S. employees entitle them to 8,150 shares of common stock. The vesting conditions state that all Retention Awards will vest in full on December 31, 2025, provided the employee remain in service as of the vesting date. The fair value at grant date of the Retention Awards was $21.73 per common stock and $0.109 per CDI.
On August 6, 2024, the Company also granted 795,000 Restricted Stock Units (“IPO Awards”) to its employees in Australia and U.S. The IPO Awards granted to Australian employees entitle them to CDIs representing 620,000 shares of common stock. Similarly, the IPO Awards granted to U.S. employees entitle them to 175,000 shares of common stock. The IPO Awards will vest in the following three tranches:
•Tranche 1 – 397,500 IPO Awards granted to Australian and U.S. employees will vest in full on July 3, 2027, provided the employee remains in service as of the vesting date. The fair value at grant date of Tranche 1 was $21.73 per common stock and $0.109 per CDI.
•Tranche 2 – 98,750 IPO Awards granted to Australian and U.S. employees will vest subject to the completion of the Group’s Phase 1 Development Plan to establish first production of the Shenandoah South Pilot Project and establish first production of 40 TJ/d measured by completion of the milestones (“Vesting Trigger Conditions”). Full vesting of Tranche 2 may occur at any time between July 3, 2027, and July 3, 2029, should the Vesting Trigger Conditions be satisfied, or unless otherwise determined by the Board of the Company. The fair value at grant date of Tranche 2 was $21.73 per common stock and $0.109 per CDI.
•Tranche 3 – 298,750 IPO Awards granted to Australian and U.S. employees will vest subject to the Company’s Total Shareholder Return (“TSR”) reaching or exceeding the 75th percentile of the Benchmark Index TSR between July 3, 2027, and July 3, 2029. TSR will be measured against the S&P SmallCap 600 Energy (or any other market index determined by the Board in their sole discretion) (“Benchmark Index”) over the same performance measurement period. The fair value at grant date of Tranche 3 was $19.64 per common stock and $0.098 per CDI.
The grant date fair value of the Tranche 3 RSUs was determined through the use of the Monte Carlo simulation method. This method requires the use of subjective assumptions such as the price and the expected volatility of the Company’s common stock and its self-determined peer group companies’ stock, risk free rate of return, and cross-correlations between the Company and its peer group companies. Expected volatilities for the Company and each peer company utilized in the model are estimated using a historical period consistent with the awards’ remaining performance period as of the grant date. The risk-free interest rate is based on the yield on U.S. Treasury Constant Maturity for a term consistent with the remaining performance period. The valuation model assumes dividends, if any, are immediately reinvested.
The following table summarizes the assumptions used to calculate the grant date fair value of the Tranche 3 RSUs granted on August 6, 2024:

Expected term for performance period (in years)4.9
Expected volatility74.6%
Risk-free interest rate3.7%
The Retention Awards and IPO Awards entitle the participants to receive the equivalent value (in cash or shares of common stock/CDIs) of dividends paid on shares of common stock and CDIs, respectively.
The RSUs are not transferable. There are no participation rights or entitlements inherent in the RSUs, and the participants will not be entitled to participate in new issues of capital offered to stockholders or holders of CDIs.
If the Company makes a bonus issue of common stock, CDIs, or other securities to existing stockholders or holders of CDIs (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of shares of common stock or CDIs that must be issued on the exercise of a Retention Award or IPO Award, respectively, will be increased by the number of shares of common stock or CDIs that the participant would have received if the participant had exercised the RSUs before the record date for the bonus issue.
During the year ended June 30, 2025, 2,000 and 7,500 shares of the Company's common stock underlying Retention Awards, IPO Awards (Tranche 1, 2 and 3), respectively, were forfeited.
The following table presents the stock-based compensation costs recognized related to our RSUs for the year ended on June 30, 2025:
Year ended June 30, 2025
Stock-Based Compensation Cost IncurredRemaining costs to recognize, if all vesting conditions are metWeighted-average remaining contractual term (in years)
IPO Awards (Tranche 1)$2,673,562 $5,882,626 2.01
IPO Awards (Tranche 2)663,601 1,441,493 2.01
IPO Awards (Tranche 3)1,816,642 4,013,983 2.01
Retention Awards658,639 327,903 0.50
Less: Forfeitures(70,676)— 
Total cost incurred$5,741,768 $11,666,005 
Total stock compensation costs capitalized$1,957,050 
Total stock compensation costs expensed3,784,718 
Total cost incurred$5,741,768 

2025 Director Restricted Stock Units

On January 1, 2025, the Company granted 27,281 Director RSUs under the 2024 plan for which each awarded RSU represented an unfunded, unsecured right to receive a share of the Company’s common stock. These awards have a cliff-vesting period of one year. The fair value on grant date of the RSUs was $20.99 per unit. During the year ended June 30, 2025, 4,227 Director RSUs were forfeited for a departing director of the Company.

Additionally on May 16, 2025, in conjunction with the TB1 A&R JVSA, the Company granted 35,014 Director RSUs under the 2024 plan for which each awarded RSU represented an unfunded, unsecured right to receive a share of the Company's common stock. The awards vesting date is the earlier of the one year anniversary of the grant date and the date of the next annual shareholders' meeting occurring after the grant date, subject to continued service. The Company has used a vesting date approximating the next shareholders meeting, which is to take place in November 2025. The fair value on the grant date of these RSUs was $19.99 per unit.
As of June 30, 2025, 58,068 RSUs remained outstanding. The Company recognized $422,026 in stock-based compensation expense for all Director awards for the year ended June 30, 2025.