v3.26.3
Share-based payments
6 Months Ended
Jun. 30, 2026
Notes and other explanatory information [abstract]  
Share-based payments

 

7. Share-based payments

 

Reconciliation to the statement of profit or loss

 

   2026   2025 
   Six months ended 30 June 
   2026   2025 
   €’000   €’000 
RSUs   1    5 
Incentive shares   -    (2)
Share options   233    435 
Element advisory agreements   528    - 
Share-based payment expense   762    438 

 

2021 Equity Incentive Plan

 

On August 5, 2021, the Company’s Board of Directors adopted and approved the 2021 Equity Incentive Plan (the 2021 Plan), which authorises the Company to grant share options, share appreciation rights, restricted awards, performance share awards, cash awards and other share awards. Share and per share information is presented after the 1-for-35 reverse share split.

 

 

Share options

 

No share options were granted, forfeited or exercised during the six months ended 30 June 2026. The expense for the period of €233k relates to the options granted to employees and directors in 2025, which vest quarterly with service.

 

  

Number of

options

  

Weighted

average

exercise price

  

Weighted

average grant

date fair value

 
Outstanding at 1 January 2026   896,385   $11.47   $7.49 
Granted during the period   -           
Forfeited during the period   -           
Exercised during the period   -           
Outstanding at 30 June 2026   896,385   $11.47   $7.49 
Exercisable at 30 June 2026   312,573           

 

The number of options outstanding at 1 January 2026 includes 312,573 options that had vested by 31 December 2025. The note to the 2025 consolidated financial statements presented 583,812 options outstanding, being the unvested options only.

 

RSUs and incentive shares

 

At 1 January 2026, 102 RSUs were outstanding with a weighted average grant date fair value of $142.45. These vested during the period, and no RSUs were outstanding at 30 June 2026. The 143 incentive shares granted to non-executive directors, with a weighted average fair value of $805, remained outstanding at 30 June 2026. They vest at the discretion of the board of directors and are measured at fair value at each reporting date.

 

Element advisory agreements

 

On 12 February 2026, the Company entered into Mineral & Element Advisory Agreements with three advisors for an initial term of twelve months. Each advisor is entitled to an advisory fee of 95,000 Class A Ordinary Shares on the signing of a definitive agreement for a mineral asset transaction with a counterparty introduced by the advisors, and to milestone fees of 45,000 Class A Ordinary Shares on each of three share price targets of $5.83, $9.72 and $15.50 being achieved for five consecutive trading days. Where an advisor’s holding would exceed a beneficial ownership limit of 4.99% (or 9.99%), the advisory fee shares are delivered as pre-funded warrants.

 

The advisory fee became payable on the execution of the Share Exchange Agreement with Royal Uranium on 18 February 2026. The Company issued 95,000 Class A Ordinary Shares and pre-funded warrants to purchase 190,000 Class A Ordinary Shares on 20 February 2026, measured at the grant date fair value of $3.34 per share. The milestone fees are subject to market conditions and were measured using a one-touch barrier model with a horizon of 1.5 years. The milestone fee expense is recognised in full in the period, as no further service is required. The advisory fee is directly attributable to the acquisition of Royal Uranium and has been capitalised and is presented within other assets (Note 28).

 

   Shares  

Fair value per

share

   €’000 
Advisory fee - Class A Ordinary Shares issued 20 February 2026   95,000   $3.34    267 
Advisory fee - pre-funded warrants   190,000   $3.34    535 
Milestone fee - shares at $5.83 / $9.72 / $15.50   405,000         528 
Total element advisory agreements   690,000         1,330 

 

Service warrants

 

On 27 February 2026, Bevilacqua PLLC exercised the 71,429 warrants issued to it on 31 December 2025 at an exercise price of $0.88 per share. The exercise price of €53k was settled against amounts owed to Bevilacqua PLLC for legal services, and €172k was transferred from the share-based payments reserve to share premium. The shares were released on 2 April 2026. The warrant issued to H&P Advisory Limited over 398 Class A Ordinary Shares remained outstanding at 30 June 2026.