| Share-Based Payments |
NOTE 35. SHARE-BASED PAYMENTS (a) Executive Incentive Plan (EIP) Equity incentives are granted under the Executive Incentive Plan (EIP) which was approved by shareholders at the 2024 Annual General Meeting. In light of our increasing operations globally the Board reviewed the Company’s incentive arrangements to ensure that it continued to retain and motivate key executives in a manner that is aligned with members’ interests. As a result of that review, an ‘umbrella’ EIP was adopted to which eligible executives are invited to apply for the grant of performance rights and/or options. Equity incentives granted in accordance with the EIP Rules are designed to provide meaningful remuneration opportunities and will reflect the importance of attracting and retaining a world-class management team. The Company endeavors to achieve simplicity and transparency in remuneration design, while also balancing competitive market practices in France, Germany, and Australia. The company grants Short Term Incentives (STIs) and Long-Term Incentives (LTIs) under the EIP. All the performance rights granted under the Executive Incentive Plan (EIP) once vested, are exercisable into ordinary shares with nil exercise price. The weighted average remaining contractual life of performance rights outstanding at the end of the period was 3.59 years. Set out below are summaries of all STI and LTI performance rights granted under the EIP excluding the performance rights issued to non-executive directors: Fiscal year ended June 30, 2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grant date |
|
Fair
Value |
|
|
Balance at start of
the fiscal year
Number |
|
|
Granted during
the fiscal year
Number |
|
|
Exercised during
the fiscal year
Number |
|
|
Lapsed during
the fiscal year
Number |
|
|
Balance at end of
the fiscal year
Number |
|
|
Vested and
exercisable at
end of the fiscal
year Number |
|
| November 26, 2021 |
|
|
0.490 |
|
|
|
1,200,000 |
|
|
|
— |
|
|
|
(1,200,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| November 26, 2021 |
|
|
0.490 |
|
|
|
1,500,000 |
|
|
|
— |
|
|
|
(1,500,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| December 1, 2021 |
|
|
0.290 |
|
|
|
966,666 |
|
|
|
— |
|
|
|
(966,666 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| December 16, 2022 |
|
|
0.330 |
|
|
|
1,112,334 |
|
|
|
— |
|
|
|
(1,112,334 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| January 31, 2024 |
|
|
0.350 |
|
|
|
258,064 |
|
|
|
— |
|
|
|
(129,032 |
) |
|
|
— |
|
|
|
129,032 |
|
|
|
— |
|
| November 22, 2024 |
|
|
0.305 |
|
|
|
2,700,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,700,000 |
|
|
|
— |
|
| November 22, 2024 |
|
|
0.305 |
|
|
|
3,600,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,600,000 |
|
|
|
— |
|
| November 22, 2024 |
|
|
0.305 |
|
|
|
3,200,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,200,000 |
|
|
|
— |
|
| December 5, 2024 |
|
|
0.310 |
|
|
|
1,700,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,700,000 |
|
|
|
— |
|
| October 13, 2025 |
|
|
0.290 |
|
|
|
— |
|
|
|
758,059 |
|
|
|
(92,935 |
) |
|
|
— |
|
|
|
665,124 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
16,237,064 |
|
|
|
758,059 |
|
|
|
(5,000,967 |
) |
|
|
— |
|
|
|
11,994,156 |
|
|
|
— |
| The weighted average share price on the exercising date during the financial year 2026 is $0.26. Fiscal year ended June 30, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant date |
|
|
|
|
of the fiscal year
Number |
|
|
Granted
during the
fiscal year
Number |
|
|
Exercised during
the fiscal year
Number |
|
|
Lapsed
during the
fiscal year
Number |
|
|
Balance at end
of the fiscal
year Number |
|
|
Vested and
exercisable at
|
|
November 26, 2021 |
|
|
0.490 |
|
|
|
3,600,000 |
|
|
|
— |
|
|
|
(2,400,000 |
) |
|
|
— |
|
|
|
1,200,000 |
|
|
|
— |
|
November 26, 2021 |
|
|
0.490 |
|
|
|
4,500,000 |
|
|
|
— |
|
|
|
(3,000,000 |
) |
|
|
— |
|
|
|
1,500,000 |
|
|
|
— |
|
December 1, 2021 |
|
|
0.290 |
|
|
|
1,933,333 |
|
|
|
— |
|
|
|
(966,667 |
) |
|
|
— |
|
|
|
966,666 |
|
|
|
— |
|
December 16, 2022 |
|
|
0.330 |
|
|
|
1,112,334 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,112,334 |
|
|
|
834,250 |
|
January 31, 2024 |
|
|
0.350 |
|
|
|
1,343,856 |
|
|
|
— |
|
|
|
— |
|
|
|
(1,343,856 |
) |
|
|
— |
|
|
|
— |
|
January 31, 2024 |
|
|
0.350 |
|
|
|
1,381,012 |
|
|
|
— |
|
|
|
(460,338 |
) |
|
|
(662,610 |
) |
|
|
258,064 |
|
|
|
— |
|
November 22, 2024 |
|
|
0.305 |
|
|
|
— |
|
|
|
2,700,000 |
|
|
|
— |
|
|
|
— |
|
|
|
2,700,000 |
|
|
|
— |
|
November 22, 2024 |
|
|
0.305 |
|
|
|
— |
|
|
|
3,600,000 |
|
|
|
— |
|
|
|
— |
|
|
|
3,600,000 |
|
|
|
— |
|
November 22, 2024 |
|
|
0.305 |
|
|
|
— |
|
|
|
3,200,000 |
|
|
|
— |
|
|
|
— |
|
|
|
3,200,000 |
|
|
|
— |
|
December 5, 2024 |
|
|
0.310 |
|
|
|
— |
|
|
|
1,700,000 |
|
|
|
— |
|
|
|
— |
|
|
|
1,700,000 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The weighted average share price on the exercising date during the financial year 2025 is $0.284. Fiscal year ended June 30, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant date |
|
|
|
|
of the fiscal
year Number |
|
|
Granted
during the
fiscal year
Number |
|
|
|
|
|
Lapsed during
the fiscal year
Number |
|
|
end of the
fiscal year
Number |
|
|
Vested and
exercisable at end
of the fiscal year
Number |
|
October 1, 2021 |
|
|
0.550 |
|
|
|
17,699 |
|
|
|
— |
|
|
|
(17,699 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
November 26, 2021 |
|
|
0.490 |
|
|
|
3,600,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,600,000 |
|
|
|
1,200,000 |
|
November 26, 2021 |
|
|
0.490 |
|
|
|
4,500,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,500,000 |
|
|
|
1,500,000 |
|
November 26, 2021 |
|
|
0.490 |
|
|
|
2,900,000 |
|
|
|
— |
|
|
|
(966,667 |
) |
|
|
— |
|
|
|
1,933,333 |
|
|
|
— |
|
December 16, 2022 |
|
|
0.330 |
|
|
|
1,112,334 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,112,334 |
|
|
|
556,167 |
|
January 31, 2024 |
|
|
0.350 |
|
|
|
— |
|
|
|
1,343,856 |
|
|
|
— |
|
|
|
— |
|
|
|
1,343,856 |
|
|
|
— |
|
January 31, 2024 |
|
|
0.350 |
|
|
|
— |
|
|
|
1,381,012 |
|
|
|
— |
|
|
|
— |
|
|
|
1,381,012 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The weighted average share price on the exercising date during the financial year 2024 is $0.285. The fair value at grant date for short term incentive (STI) and long-term incentives (LTI) performance rights is determined using a Black-Scholes option pricing model that takes into account the exercise price, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option . The model inputs for STI performance rights granted during the fiscal year ended June 30, 2026 included:
|
|
|
|
|
Grant date |
|
October 13, 2025 |
|
Share price at grant date |
|
$ |
0.290 |
|
Expected price volatility of the Company’s shares |
|
|
64 |
% |
Expected dividend yield |
|
|
Nil |
|
Risk-free interest rate |
|
|
3.71 |
% | The model inputs for STI performance rights granted during the fiscal year ended June 30, 2025 included:
|
|
|
|
|
|
|
|
|
Grant date |
|
December 5, 2024 |
|
|
November 22, 2024 |
|
Share price at grant date |
|
$ |
0.31 |
|
|
$ |
0.305 |
|
Expected price volatility of the Company’s shares |
|
|
63 |
% |
|
|
63 |
% |
Expected dividend yield |
|
|
Nil |
|
|
|
Nil |
|
Risk-free interest rate |
|
|
3.88 |
% |
|
|
4.2 |
% | The model inputs for STI performance rights granted during the fiscal year ended June 30, 2024 included:
|
|
|
|
|
|
|
|
|
Grant date |
|
June 30, 2024* |
|
|
January 31, 2024 |
|
Share price at grant date |
|
$ |
0.295 |
|
|
$ |
0.35 |
|
Expected price volatility of the Company’s shares |
|
|
62 |
% |
|
|
58 |
% |
Expected dividend yield |
|
|
Nil |
|
|
|
Nil |
|
Risk-free interest rate |
|
|
4.19 |
% |
|
|
3.68 |
% |
| * |
3,147,952 performance rights due to vest on October 1, 2024, 3,147,952 performance rights due to vest on October 1, 2025 and 447,952 performance rights due to vest on October 1, 2026 have not met the definition of grant date under AASB 2 (IFRS 2) - Share Based payments. Accordingly, the share-based expense recognized was using an estimate of the grant date fair value at June 30, 2024. The value will be re-assessed at each reporting date until grant date has been identified. For all tranches, the vesting conditions consist of service-based vesting conditions subject to certain defined corporate Key Performance Indicators (KPIs). The performance rights will expire, if not exercised, five years from the date of issue. There are no outstanding options under EIP at the beginning of the financial year 2024 and no option was granted during the year ended June 30, 2024. | Fair value of options granted No options were granted during the fiscal years ended June 30, 2026, June 30, 2025 and June 30, 2024. (b) Performance rights issued to non-executive directors with shareholders’ approval All the performance rights issued to non-executive directors are exercisable into ordinary shares with $nil exercising price. The weighted average remaining contractual life of performance rights outstanding at the end of the period was 4.09 years. Fiscal year ended June 30, 2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 Grant date |
|
Type of
Performance
right granted |
|
|
Fair
Value* |
|
|
Balance at
start of the
fiscal year
Number |
|
|
Granted
during the
fiscal year
Number |
|
|
Exercised
during the
fiscal year
Number |
|
|
Lapsed
during the
fiscal year
Number |
|
|
Balance at
end of the
fiscal year
Number |
|
|
Vested and
exercisable at
end of the
fiscal year
Number |
|
November 23, 2022 |
|
|
Director rights |
|
|
|
0.310 |
|
|
|
777,778 |
|
|
|
— |
|
|
|
(388,889 |
) |
|
|
— |
|
|
|
388,889 |
|
|
|
— |
|
October 24, 2023 |
|
|
Director rights |
|
|
|
0.320 |
|
|
|
100,000 |
|
|
|
— |
|
|
|
(50,000 |
) |
|
|
— |
|
|
|
50,000 |
|
|
|
— |
|
October 24, 2023 |
|
|
Director rights |
|
|
|
0.320 |
|
|
|
333,334 |
|
|
|
— |
|
|
|
(166,667 |
) |
|
|
— |
|
|
|
166,667 |
|
|
|
— |
|
November 27, 2025 |
|
|
Director rights |
|
|
|
0.285 |
|
|
|
— |
|
|
|
1,573,646 |
|
|
|
(250,000 |
) |
|
|
— |
|
|
|
1,323,646 |
|
|
|
— |
|
November 27, 2025 |
|
|
Director rights |
|
|
|
0.285 |
|
|
|
— |
|
|
|
2,058,631 |
|
|
|
— |
|
|
|
— |
|
|
|
2,058,631 |
|
|
|
— |
|
November 27, 2025 |
|
|
Director rights |
|
|
|
0.285 |
|
|
|
— |
|
|
|
707,232 |
|
|
|
— |
|
|
|
— |
|
|
|
707,232 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
1,211,112 |
|
|
|
4,339,509 |
|
|
|
(855,556 |
) |
|
|
— |
|
|
|
4,695,065 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The weighted average share price on the exercising date during the financial year 2026 is $0.26. Fiscal year ended June 30, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2025 Grant date |
|
Type of
Performance
right granted |
|
|
|
|
|
Balance at
start of the
fiscal year
Number |
|
|
Granted
during the
fiscal year
Number |
|
|
Exercised
during the
fiscal year
Number |
|
|
Lapsed
during the
fiscal year
Number |
|
|
Balance at
end of the
fiscal year
Number |
|
|
exercisable at
end of the
fiscal year
Number |
|
| November 23, 2022 |
|
|
Director rights |
|
|
|
0.310 |
|
|
|
1,166,667 |
|
|
|
— |
|
|
|
(388,889 |
) |
|
|
— |
|
|
|
777,778 |
|
|
|
— |
|
| December 1, 2021 |
|
|
Director rights |
|
|
|
0.490 |
|
|
|
226,414 |
|
|
|
— |
|
|
|
(226,414 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| October 24, 2023 |
|
|
Director rights |
|
|
|
0.320 |
|
|
|
178,356 |
|
|
|
— |
|
|
|
(78,356 |
) |
|
|
— |
|
|
|
100,000 |
|
|
|
— |
|
| October 24, 2023 |
|
|
Director rights |
|
|
|
0.320 |
|
|
|
589,955 |
|
|
|
— |
|
|
|
(256,621 |
) |
|
|
— |
|
|
|
333,334 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The weighted average share price on the exercising date during the financial year 2025 is $0.332. Fiscal year ended June 30, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2024 Grant date |
|
Type of
Performance
right granted |
|
|
|
|
|
Balance at
start of the
fiscal year
Number |
|
|
Granted
during
the fiscal
year
Number |
|
|
Exercised
during the
fiscal year
Number |
|
|
Lapsed
during the
fiscal year
Number |
|
|
Balance at
end of the
fiscal year
Number |
|
|
Vested and
exercisable at
end of the
fiscal year
Number |
|
November 1, 2019 |
|
|
Director rights |
|
|
|
0.280 |
|
|
|
500,000 |
|
|
|
— |
|
|
|
(500,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
November 23, 2022 |
|
|
Director rights |
|
|
|
0.310 |
|
|
|
1,166,667 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,166,667 |
|
|
|
— |
|
December 1, 2021 |
|
|
Director rights |
|
|
|
0.490 |
|
|
|
226,414 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
226,414 |
|
|
|
113,207 |
|
October 24, 2023 |
|
|
Director rights |
|
|
|
0.320 |
|
|
|
— |
|
|
|
178,356 |
|
|
|
— |
|
|
|
— |
|
|
|
178,356 |
|
|
|
28,356 |
|
October 24, 2023 |
|
|
Director rights |
|
|
|
0.320 |
|
|
|
— |
|
|
|
589,955 |
|
|
|
— |
|
|
|
— |
|
|
|
589,955 |
|
|
|
89,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The weighted average share price on the exercising date during the financial year 2024 is $0.285. On November 5, 2019, there was a 10 to 1 share consolidation. The number of performance rights and fair value in fiscal year 2026, 2025 and 2024 movement table have therefore been adjusted retrospectively for the share consolidation.
| * |
Fair value of performance rights granted | The fair value at grant date for the performance rights issued to non-executive directors with shareholders’ approval is determined using a Black-Scholes option pricing model that takes into account the exercise price, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The model inputs for STI performance rights granted during the fiscal year ended June 30, 2026 included:
|
|
|
|
|
| Grant date |
|
November 27, 2025 |
|
| Share price at grant date |
|
$ |
0.285 |
|
| Expected price volatility of the Company’s shares |
|
|
62 |
% |
| Expected dividend yield |
|
|
Nil |
|
| Risk-free interest rate |
|
|
4.05 |
% | The model inputs for STI performance rights granted during the fiscal year ended June 30, 2024 included:
|
|
|
|
|
|
|
|
|
| Grant date |
|
June 30, 2024* |
|
|
October 24, 2023 |
|
| Share price at grant date |
|
$ |
0.295 |
|
|
$ |
0.32 |
|
| Expected price volatility of the Company’s shares |
|
|
62 |
% |
|
|
56 |
% |
| Expected dividend yield |
|
|
Nil |
|
|
|
Nil |
|
| Risk-free interest rate |
|
|
4.11 |
% |
|
|
4.3 |
% |
| * |
Director performance rights granted during the year ended June 30, 2024 have not met the definition of grant date under AASB 2 (IFRS 2) - Share Based payments. Accordingly, the share-based expense recognized was using an estimate of the grant date fair value at June 30, 2024. The value will be re-assessed at the next reporting date as the grant date will be the 2024 AGM date. | (c) Options issued to other parties During the fiscal year ended June 30, 2016, options were issued to Ridgeback Capital Investments and Trout Group LLC and were eligible to be exercised up to August 4 , 2025. The weighted average remaining contractual life of these options outstanding at the end of the period was nil as all of these options had been exercised. Set out below is a summary of the options granted to both parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Balance at |
|
|
Granted |
|
|
Exercised |
|
|
Forfeited |
|
|
Balance at |
|
|
Vested and
exercisable |
|
| |
|
|
|
|
|
start of the |
|
|
during the |
|
|
during the |
|
|
during the |
|
|
end of the |
|
|
at end of the |
|
| 2026 |
|
|
|
Exercise |
|
fiscal year |
|
|
fiscal year |
|
|
fiscal year |
|
|
fiscal year |
|
|
fiscal year |
|
|
fiscal year |
|
| Grant date |
|
Expiry date |
|
price |
|
Number |
|
|
Number |
|
|
Number |
|
|
Number |
|
|
Number |
|
|
Number |
|
July 31, 2015 |
|
August 4, 2025 |
|
0.24 |
|
|
847,600 |
|
|
|
— |
|
|
|
(847,600 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
847,600 |
|
|
|
— |
|
|
|
(847,600 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value of options granted No g the fiscal year ended June 30, 2026 (2025 – nil). The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. (d) Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions recognized during the period as part of employee benefit expense were as follows:
|
|
|
|
|
|
|
|
|
| |
|
Consolidated |
|
| |
|
June 30, 2026
A$ |
|
|
June 30, 2025
A$ |
|
| Employee share-based payment expense |
|
|
1,589,774 |
|
|
|
1,163,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,589,774 |
|
|
|
1,163,543 |
|
|
|
|
|
|
|
|
|
| Share-based payment transactions with employees are recognized during the period as a part of corporate and administrative expenses.
|