v3.26.3
Share-Based Payment
12 Months Ended
Jun. 30, 2026
Share-Based Payment [Abstract]  
SHARE-BASED PAYMENT
25. SHARE-BASED PAYMENT

 

Total costs arising from share-based payment transactions recognised as an expense during the year were as follows:

 

    30 June
2026
$
    30 June
2025
$
    30 June
2024
$
 
Issue of RSUs to Directors and management (i)     61,332,980       27,044,194       608,156  
Issue of RSUs to consultant (ii)     290,223                  
Issue of RSU’s to suppliers – Chris Gale     -       80,700       -  
Issue of shares to suppliers – Bellatrix Corporate Pty Ltd     -       807,000       -  
Issue of shares to director – Tony Sage     -       1,200,000       -  
Issue of shares to suppliers – Alberta Inc (iii)     4,371,000       955,000       -  
Issue of shares to suppliers - Skylong Asset Limited     -       480,000       -  
      65,994,203       30,566,894       608,156  

 

  (i) RSUs to Directors and Management

 

On 1 November 2025, the Company issued 6,230,000 restricted stock units (RSU’s) and 7,470,000 premium vested options (PVO’s) of which 5,110,000 RSU’s and 6,030,000 PVO’s were issued to directors and KMP of the Company.

 

The RSU’s vest equally over a three year term and have been valued based on the trading price on the date of issue with the overall cost spread over the vesting period. An amount of $36,520,540 has been booked in the accounts at 30 June 2026.

 

    Number of
RSU’s
    Grant date   Fair value
at grant
date $
per right
    Vesting
Date
Executives     1,831,667     1 November 2025   $ 12.94     1 November 2026
Executives     1,831,667     1 November 2025   $ 12.94     1 November 2027
Executives     1,831,667     1 November 2025   $ 12.94     1 November 2028
Advisors     315,000     1 November 2025   $ 12.94     1 November 2026
Non-Executive Directors     420,000     1 November 2025   $ 12.94     1 November 2026

 

The PVOs have an exercise price of US$12.88 per option, expire on 30 October 2035 and vest in three equal tranches subject to the achievement of specified market-based share price hurdles during the applicable performance periods.

 

The share price hurdle for each tranche is measured by reference to the volume-weighted average price (VWAP) of the Company’s common shares over any period of 20 consecutive trading days occurring wholly within the applicable performance period. The applicable hurdles are US$16.25, US$20.31 and US$25.39 for Tranches 1, 2 and 3, respectively.

 

The grant-date fair value of the PVOs was determined using a Monte Carlo Simulation (MCS) model, which takes into account the terms and conditions upon which the PVOs were granted, including the market-based vesting conditions. The resulting share-based payment expense is recognised over the applicable vesting period. An expense of $25,392,886 was recognised for the year ended 30 June 2026.

 

    Number of
PVO’s
    Grant date   Fair value
at grant
date $
per right
    Share price hurdle     Vesting
Date
Executives, Advisors and Non-Executive Directors     2,490,000     1 November 2025   $ 8.12     US$ 16.25     31 October 2026
Executives, Advisors and Non-Executive Directors     2,490,000     1 November 2025   $ 8.57     US$ 20.31     31 October 2027
Executives, Advisors and Non-Executive Directors     2,490,000     1 November 2025   $ 8.80     US$ 25.39     31 October 2028

  

The following key assumptions were used in the Monte Carlo Simulation model in determining the grant-date fair value of the PVOs:

 

Tranche     1       2       3  
Vesting date     31 October 2026       31 October 2027       31 October 2028  
Share price at grant date   US$ 12.88     US$ 12.88     US$ 12.88  
Exercise price   US$ 12.88     US$ 12.88     US$ 12.88  
Expected volatility     118.6 %     102 %     97.5 %
Risk-free interest rate     3.72 %     3.72 %     3.72 %
Expected life     5 years       5 years       5 year  
Expected dividend yield     Nil       Nil       Nil  

 

Expected volatility was determined based on the Company’s historical share price volatility, the historical volatility of comparable publicly traded companies, and the implied volatility derived from the Company’s listed warrants. The risk-free rate was determined to be the yield-to-maturity of a US government bond on the Valuation Date and with a term of equal duration to each tranche. The expected life reflects the midpoint between the vesting period and contractual life and the expected dividend yield was based on the Company’s expected dividend policy and historical dividend yield.

 

    Number of PVOs     Weighted average exercise price  
Outstanding at 1 July 2025   Nil        
Granted during the year     7,470,000     US$ 12.88  
Exercised during the year     Nil          
Forfeited/lapsed during the year     Nil          
Outstanding at 30 June 2026     7,470,000     US$ 12.88  
Exercisable at 30 June 2026     -          

 

  (ii) RSUs to Consultant

 

On 16 April 2026, the Company issued 150,000 RSU’s and 180,000 PVO’s to Geosan Consulting. Geosan Consulting is formally engaged by European Lithium Ltd and as such the total cost during the period of $290,223 was processed via the intercompany loan account (note 19).

 

The RSU’s vest equally over a three year term and have been valued based on the trading price on the date of issue with the overall cost spread over the vesting period. An amount of $169,700 has been booked in the accounts at 30 June 2026.

 

    Number of
RSU’s
    Grant date   Fair value
at grant
date $
per right
    Vesting
Date
Consultant     50,000     16 April 2026   $ 9.27     30 April 2027
Consultant     50,000     16 April 2026   $ 9.27     30 April 2028
Consultant     50,000     16 April 2026   $ 9.27     30 April 2029

 

The PVO’s have an exercise price of $12.88, vest equally over a three year term, expire on 30 October 2035 and have been valued using the Monte Carlos Simulation (MCS) model taking into account the terms and conditions upon which the PVO’s were granted with the overall cost spread over the vesting period. An amount of $120,523 has been booked in the accounts at 30 June 2026.

  

    Number of
PVO’s
    Grant date   Fair value
at grant
date $
per right
    Vesting
Date
Consultant     60,000     16 April 2026   $ 2.67     31 October 2026
Consultant     60,000     16 April 2026   $ 4.42     31 October 2027
Consultant     60,000     16 April 2026   $ 5.06     31 October 2028

 

The following key assumptions were used in the Monte Carlo Simulation model in determining the grant-date fair value of the PVOs:

 

Tranche     1       2       3  
Vesting date     31 October 2026       31 October 2027       31 October 2028  
Share price at grant date     US$9.27       US$9.27       US$9.27  
Exercise price     US$12.88       US$12.88       US$12.88  
Expected volatility     90 %     90 %     90 %
Risk-free interest rate     3.885 %     3.885 %     3.885 %
Expected life     4.54 years       4.54 years       4.54 year  
Expected dividend yield     Nil       Nil       Nil  

 

Expected volatility was determined based on the Company’s historical share price volatility, the historical volatility of comparable publicly traded companies, and the implied volatility derived from the Company’s listed warrants. The risk-free rate was determined to be the yield-to-maturity of a US government bond on the Valuation Date and with a term of equal duration to each tranche. The expected life reflects the midpoint between the vesting period and contractual life and the expected dividend yield was based on the Company’s expected dividend policy and historical dividend yield.

 

  (iii) Shares to Suppliers

 

On 22 October 2025, the Company issued 100,000 shares to Mathew August for the provision of marketing related services to the Company. The shares vested on 30 June 2026. The shares have been valued based on the trading price on the date of issue with the overall cost to be spread over the vesting period. An amount of $1,179,000 has been booked in the accounts at 30 June 2026.

 

On 2 February 2026, the Company issued 400,000 shares to Mathew August for the provision of marketing related services to the Company. The shares have been valued based on the trading price on the date of issue with the overall cost recognised immediately. An amount of $3,192,000 has been booked in the accounts at 30 June 2026.

 

    Number of
Shares
    Grant date   Fair value
at grant
date $
per right
    Vesting
Date
Alberta Inc     100,000     8 October 2025   $ 11.79     30 June 2026
Alberta Inc     400,000     3 October 2025   $ 7.98     2 February 2026