18. Share-based payments

The Group operates equity-settled share-based payment arrangements comprising unlisted options and performance rights issued to directors, employees and eligible contractors. Awards for employee and director services are measured at grant-date fair value and recognised over the vesting period as an expense, or as part of the cost of an asset where the recognition criteria are met, with a corresponding increase in the share-based payments reserve (note 17). Instruments issued as acquisition consideration are included in the cost of the assets acquired (note 12); instruments issued for equity transaction services are accounted for as equity transaction costs. The share-based payments expense recognised in profit or loss for the year was $2,850,673 (2025: $948,505; 2024: $389,741).

(a) Options

The options outstanding at June 30, 2026 comprise 83,225 options exercisable at $0.25, 338,387 at $0.30 and 456,261 at $0.40, all expiring June 30, 2027 (2025: 833,333, 833,333 and 833,334 respectively). The weighted average remaining contractual life of the options at June 30, 2026 was 1.0 year (2025: 2.0 years). On exercise during the year, $170,850 was transferred from the share-based payments reserve to contributed equity. The options (granted April 5, 2023, valued at July 1, 2023) were measured at grant date under the Black-Scholes model — spot price $0.20, exercise prices $0.25, $0.30 and $0.40, volatility 80%, risk-free rate 3.97%, expected life 4.0 years and nil dividends — giving fair values of $0.1125, $0.1046 and $0.0920 per option, which were recognised as capital-raising costs in the year ended June 30, 2024. No options were granted, forfeited or expired in 2026 or 2025.

(b) Performance rights (exercise price $nil)

Performance rights on issue by class, and the terms and conditions of each class, are set out below. All vesting conditions are non-market performance conditions; accordingly no option-pricing or Monte-Carlo adjustment is required and each grant is measured at the Company’s share price at its grant date. For performance rights issued in exchange for services, grant-date fair value is recognised over the vesting period based on the number of instruments assessed as probable of vesting. The recognition of acquisition consideration is described in note 12.

Class A: the resource hurdle was achieved on July 10, 2025. The grant-date fair value of $2,000,000 had been fully recognised by June 30, 2025, so the conversion of the 10,000,000 Class A rights during the year (on July 30, 2025 and November 7, 2025) is recorded solely as a transfer of $2,000,000 from the share-based payments reserve to contributed equity. Class E: Mr D Wilkins ceased to be a director on October 20, 2025 and all 500,000 of his Class E rights — being the whole of his grant and 13.3% of the Class E rights then on issue — lapsed on April 24, 2026. This is a forfeiture — a revision of the number of instruments expected to vest — not a cancellation, so no acceleration of expense arises; the cumulative expense of $123,075 previously recognised on those rights was reversed through profit or loss during the year, and the Class E expense shown above is net of that reversal. Class F: the 7,000,000 Class F rights (ASX code CHWAI) were approved by shareholders on November 27, 2025 and issued on January 20, 2026 at a fair value of $0.935 per right, being the closing price of the Company’s shares on the date of shareholder approval. The 18,750,000 performance rights issued to Luso Global Mining B.V. as part consideration for the acquisition of the Chilwa Critical Minerals Project were capitalised to exploration and evaluation assets on acquisition and carry no expense in either year; the Class B, C and D expense shown above arises on the rights held by the Managing Director and by three other participants who are not key management personnel. Of the total expense for the year, $2,802,779 relates to key management personnel (note 22) and $47,894 to three other participants, none of whom is a member of the key management personnel. The options were exercised on ten dates between August 2025 and May 2026; the weighted average share price at those dates was $1.03 (2025: $0.57, all 500,000 options having been exercised on July 29, 2024).

The vesting periods over which the grant-date fair values are recognised are: Class A, April 5, 2023 to June 30, 2025; Classes B and C, April 5, 2023 to June 30, 2027; Class D, April 5, 2023 to June 30, 2028; Class E, October 9, 2024 (the date of the notice of the meeting at which the grant was approved) to November 30, 2028; and Class F, October 28, 2025 (the corresponding date for that grant) to November 30, 2027, being the date by which the Class F performance hurdle must be achieved. Rights that vest remain exercisable to the expiry dates set out in the table above.

The Group has assessed each non-market vesting condition as probable of being satisfied and has accordingly recognised the expense on 100% of the instruments on issue. That assessment is made by the Board at each reporting date by reference to the Group’s exploration results and its study and permitting programme; at June 30, 2026 a scoping study was in progress and the pre-feasibility study on which the Class B rights vest had not been commissioned. If a class ceased to be assessed as probable of vesting, the cumulative expense recognised on that class would be reversed in the period of the reassessment.