| Earnout liability |
33. Earnout liability The earnout liability is described in full in Note 35 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. | | | Short-Term
Earnout
Liability | | | Long-Term
Earnout
Liability | | | Total | | | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | Fair value as of June 30, 2025 | | | 37,800 | | | | 74,088 | | | | 111,888 | | | Fair value as of December 31, 2025 | | | - | | | | 9,898 | | | | 9,898 | | | Fair value as of June 30, 2026 | | | 7,520 | | | | 10,904 | | | | 18,424 | | | Change in fair value of earnout liability (loss) | | $ | 7,520 | | | $ | 1,006 | | | $ | 8,526 | | The increase in the earnout liability since December 31, 2025 was a result of: | ● | the increase in value of shares (US$1.01 per share to US$1.88 per share at June 30, 2026); and | | ● | the probabilities relating to milestone 5 were unchanged based on the status of the permits at end of reporting period. The company is actively undertaking initiatives to resecure permitting and should these be fruitful, a reassessment of the earnout liability would follow. |
The fair value of the earnout liability was determined using a probability-weighted undiscounted cash flow approach with no discount rate adjustment, considering the probability of achieving milestones (Level 3 input), and using the assumed stock price (Level 1 input: $1.01 and $1.88 as of December 31, 2025 and June 30, 2026, respectively). Sensitivity analyses were performed to assess the impact of changes in the inputs as follows: | ● | A stock price range of $4.0 to $8 would result in a potential aggregate value of the Earnout Shares in the range of $39.2 million to $78.4 million. | | ● | A decrease in the probability of achieving milestones (excluding milestone 5) by 10% would decrease the fair value of the earnout liability by $1.8 million to $16.6 million. | | ● | If the probability of achieving milestones (excluding milestone 5) was increased to 100%, the fair value of the earnout liability would increase by $37.6 million to $56.0 million. | The impact of the earnout liability on earnings per share is explained in Note 13 of the Group’s audited consolidated financial statements for the year ended December 31, 2025. IFRS 13 disclosures - financial instruments measured at fair value on a recurring basis The Group’s financial instruments that are measured at fair value are: | ● | Derivative liability (warrants) – see Note 24; and |
| ● | Earnout liability – as per this note. |
Quantitative disclosures about the fair value measurements for each class of assets and liabilities June 30, 2026 | | | Fair value measurements at the end
of the reporting period using: | | | June 30, 2026 | | Level 1 | | | Level 2 | | | Level 3 | | | Recurring fair value measurements | | | | | | | | | | | Derivative liability (warrants) | | $ | 4,083 | | | | — | | | | — | | | Earnout liability | | $ | — | | | | — | | | | 18,424 | | | | | $ | 4,083 | | | | — | | | | 18,424 | | December 31, 2025 | | | Fair value measurements at the end
of the reporting period using: | | | December 31, 2025 | | Level 1 | | | Level 2 | | | Level 3 | | | Recurring fair value measurements | | | | | | | | | | | Derivative liability (warrants) | | $ | 1,334 | | | | — | | | | — | | | Earnout liability | | $ | — | | | | — | | | | 9,898 | | | | | $ | 1,334 | | | | — | | | | 9,898 | | Reconciliation of fair value measurements categorized within level 3 of the fair value hierarchy. | | | 2026 | | | 2025 | | | Opening balance | | | 9,898 | | | $ | — | | | Issued | | | — | | | | 168,720 | | | Gains and losses recognized in profit or loss | | | 8,526 | | | | (158,822 | ) | | Closing balance | | | 18,424 | | | $ | 9,898 | |
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