v3.26.3
Warrants Liability
12 Months Ended
Jun. 30, 2026
Warrants Liability [Abstract]  
WARRANTS LIABILITY
21. WARRANTS LIABILITY

 

    30 June
2026
$
    30 June
2025
$
 
Unlisted warrants (7.00 exp. 7/2/2029) (a)     10,501,959       8,165,820  
Unlisted warrants ($7.00 exp. 6/10/2031) (b)     57,216,086          
Unlisted warrants ($5.00 exp. 27/02/2027) (c)     -       27,200,000  
Unlisted warrants ($5.00 exp. 18/6/2029) (d)     -       2,023,500  
Listed warrants ($11.50 exp. 27/2/2029) (e)     27,348,967       3,529,803  
      95,067,012       40,919,123  

 

 

    30 June
2026
$
    30 June
2025
$
 
Balance at beginning of year     40,919,123       37,864,064  
Issue of unlisted warrants PIPE     -       3,104,593  
Issue of unlisted warrants PIPE (derivative liability) (b)     34,995,000       -  
Exercise of warrants (note 22)     (74,519,164 )     -  
Settlement of GEM dispute (note 16)     (27,200,000 )     -  
(Gain)/loss on fair value of warrants (i)     120,872,053       (49,534 )
Balance at end of year     95,067,012       40,919,123  

 

(i) Comprises loss on fair value of warrants classified as a level 1 measurement ($23,973,908) and loss of fair value of warrants classified as a level 3 measurement ($96,898,145)

 

a) PIPE Warrants issued on 7 February 2025

 

On 7 February 2025, a total of 4,910,000 warrants were issued to participants of the PIPE. The unlisted warrants have an exercise price of $7.00 each on or before 7 February 2029. The warrants are classified as derivative liabilities because they convert into a variable number of shares and its value varies with the Company’s share price.

 

The fair value of the warrants is estimated as at the date of grant using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted. Further, the valuation of the warrants took into consideration the publicly listed warrants of the Company (NASDAQ: CRMLW) which contains some similar terms to those warrants issued to Empery which is factored into the implied issue date share price.

 

    Assumptions  
Number warrants issued     4,910,000  
Dividend yield     0.00 %
Expected volatility     80 %
Risk-free interest rate     4.325 %
Expected life of warrants     4.00 years  
Exercise price   $ 7.00  
Implied issue date share price   $ 1.90  

 

The expected life of the warrants is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.

 

During the fiscal year ended 30 June 2026, a total of 3,315,000 warrants were exercised, raising funds of $23,205,000 for the Company.

 

The fair value of the warrants granted is estimated as at 30 June 2026 using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted.

 

    Assumptions  
Number warrants issued     1,595,000  
Dividend yield     0.00 %
Expected volatility     90 %
Risk-free interest rate     4.146 %
Expected life of warrants     2.60 years  
Exercise price   $ 7.00  
Share price at 30 June 2026   $ 10.25  

 

 

  b) PIPE Warrants issued on 6 October 2025

 

On 6 October 2025, a total of 10,000,000 warrants were issued to the October PIPE investor. The unlisted warrants are exercisable at US$7.00 each (subject to adjustments) on or before 6 October 2031.

 

The PIPE Investor Warrants are classified as derivative liabilities because it converts into a variable number of shares and its value varies with the Company’s share price.

 

The fair value of the PIPE Investor Warrants is estimated as at the date of issue using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted.

 

    Assumptions  
Number warrants issued     10,000,000  
Dividend yield     0.00 %
Expected volatility     87.5 %
Risk-free interest rate     3.810 %
Expected life of warrants     6.00 years  
Exercise price   $ 7.00  
Implied issue date share price   $ 7.98  

 

As the fair value determined using the Black Scholes Model of the Warrants issued to the PIPE broker was in excess of the valuation, the difference in fair value of the derivative liability and consideration received (the Calibration Allowance) is deferred and amortised over the 6 years that the warrant are exercisable.

 

As at 30 June 2026 the fair value of the warrants is as follows:

 

    Assumptions  
Number warrants issued     9,990,000  
Dividend yield     0.00 %
Expected volatility     90 %
Risk-free interest rate     4.205 %
Expected life of warrants     5.26 years  
Exercise price   $ 7.00  
Share price at 30 June 2026   $ 10.25  

 

As at 30 June 2026 the roll-forward of the balance of Calibration Allowance is as follows:

 

Initial amount of Calibration Allowance as of 6 October 2025     26,025,000  
Amortization of Calibration Allowance related to 10,000,000 warrants outstanding     (3,197,211 )
Balance of Calibration Allowance at 30 June 2026     22,827,789  

 

c) Warrants issued on 27 February 2024 with exercise price of $5.00 (subject to adjustments)

 

On 27 February 2024, a total of 1,814,797 warrants were issued to GEM Global Yield LLC SCS (GEM) in connection with a credit facility to be made available to the Company. The unlisted warrants had an initial exercise price of $10.71 each (subject to adjustments) on or before 27 February 2027. The warrants are classified as derivative liabilities because they convert into a variable number of shares and its value varies with the Company’s share price.

 

The fair value of the warrants granted is estimated as at the date of grant using the Monte Carlos Simulation (MCS) model taking into account the terms and conditions upon which the warrants were granted.

 

    Assumptions  
Number warrants issued     1,814,797  
Dividend yield     0.00 %
Expected volatility     75 %
Risk-free interest rate     4.5 %
Expected life of warrants     3.00 years  
Exercise price   $ 10.71  
Issue date share price   $ 10.20  

 

The expected life of the warrants is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.

 

On 27 February 2025, the exercise price of the warrants was adjusted to $5.00 each.

 

From 1 March 2025 the GEM Investor has the right require CRML to purchase the GEM Warrant from GEM Global in exchange for a number of ordinary shares in the Company having a value equal to US$27,200,000. Accordingly, the GEM Warrants were valued at the higher amount of the fair value of the warrant and US$27,200,000.

 

On the 5 March 2026, the Company executed a settlement deed with GEM. Under the settlement agreement, GEM exercised in full its warrant to purchase ordinary shares in the Company, pursuant to which it received 1,409,624 ordinary shares.

 

 

d) Additional warrants issued to Empery Asset Management LP

 

On 17 June 2024, a total of 1,000,000 warrants were issued to Empery Asset Management LP (Empery) induce early conversion of the February 2024 warrants. The unlisted warrants had an initial exercise price of $11.45 each (subject to adjustments) on or before 18 June 2029. The warrants are classified as derivative liabilities because they convert into a variable number of shares and its value varies with the Company’s share price.

 

The fair value of the warrants is estimated as at the date of grant using the Black and Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted. Further, the valuation of the warrants took into consideration the publicly listed warrants of the Company (NASDAQ: CRMLW) which contains some similar terms to those warrants issued to Empery which is factored into the implied issue date share price.

 

    Assumptions  
Number warrants issued     1,000,000  
Dividend yield     0.00 %
Expected volatility     75 %
Risk-free interest rate     4.3 %
Expected life of warrants     5.00 years  
Exercise price   $ 11.45  
Implied issue date share price   $ 1.53  

 

The expected life of the warrants is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.

 

On 27 February 2025, the exercise price of the warrants was adjusted to $5.00 each.

 

On 15 October 2025, Empery exercised all 1,000,000 of the warrants utilising the cashless exercise facility which resulting in the issuance of 835,474 CRML shares to Empery.

 

e) Listed warrants

 

At closing of the Transaction, a total of 7,750,000 listed warrants with a carrying value of $919,150 (note 30) were issued to Sizzle warrant holders to replace the existing Sizzle public warrants on issue. The listed warrants are exercisable at $11.50 each on or before 27 February 2029 and trade under the ticker CRMLW. The public warrants are valued at the closing warrant trading price at reporting date.