19 September 2025

Aura Energy Limited

("Aura" or the "Company")

       Audited Financial Report for the Year ended 30 June 2025

Aura Energy Limited (ASX: AEE, AIM: AURA) ("Aura", the "Company") is pleased to announce that it has released its Audited Financial Report for the year ended 30 June 2025 (the "Financial Report").

A full version of the Financial Report can be viewed at:

http://www.rns-pdf.londonstockexchange.com/rns/0462A_1-2025-9-19.pdf

The Financial Report is also available on the Company's website at: https://auraenergy.com.au/investor-centre/financial-reports/

Information regarding the Company's forthcoming Annual General Meeting will be announced shortly.

Authorisation for release

This announcement is authorised for release by the Board of Aura Energy Ltd.

This Announcement contains inside information for the purposes of the UK version of the market abuse regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").

For further information, please contact:

Philip Mitchell Executive Chair Aura Energy Limited [email protected]	Andrew Grove Managing Director and CEO Aura Energy Limited [email protected] +61 414 011 383
SP Angel Corporate Finance LLP Nominated Adviser David Hignell Adam Cowl Devik Mehta +44 203 470 0470	Tamesis Partners LLP Broker Charlie Bendon Richard Greenfield +44 203 882 2868

 

About Aura Energy (ASX: AEE, AIM: AURA)  

Aura Energy Limited (ASX:AEE, AIM:AURA) is an Australian-based company focused on the development of uranium and battery metals to support a cleaner energy future.

Aura is advancing two key projects:

§ Tiris Uranium Project, Mauritania - A fully permitted, near-term development asset with a potential long mine life. Aura plans to transition from a uranium explorer to a uranium producer to capitalise on the rapidly growing demand for nuclear power as the world shifts towards a decarbonised energy sector

§ Häggån Polymetallic Project, Sweden - A globally significant deposit containing vanadium, sulphate of potash, and uranium with potential long-term value

Aura is committed to creating value for host nations, local communities, and shareholders through responsible and sustainable resource development.

 

Directors' Report

 

The Directors of Aura Energy Limited present their report on the consolidated entity consisting of Aura Energy Limited and the entities it controlled ("Group") at the end of, or during, the year ended 30 June 2025. Key extracts of the Directors' Report are reproduced below.

Principal Activities

The principal activities of the Group during the financial year were exploration and evaluation of uranium, vanadium and gold and base metals in Mauritania and Sweden. There was no significant change in the nature of these activities during the year.

Review of operations

The Group's consolidated net loss for the year ended 30 June 2025 after providing for income tax amounted to $15,343,310 (2024: $6,610,019).

The loss for the period is primarily driven by:

·  Share-based payments of $6,278,403, includes Curzon restructure fee paid in shares (2024: $585,368)

·      General and administration expenses of $4,766,045 (2024: $3,533,257)

·      Impairment expenses of exploration and evaluation assets of $2,640,104 (2024: nil)

·      Employee benefits expenses of $2,202,029 (2024: $2,324,134); offset by

·      Interest income of $637,283 (2024: $274,138)

Cash and cash equivalents at 30 June 2025 was $11,740,860 (2024: $16,470,818). Capitalised exploration and evaluation assets was $50,549,459 (2024: $41,894,715).

 

Material Business Risks

Management of the business and the execution of the Board's strategy are subject to a number of key risks and uncertainties, our approach to managing these is detailed below:

Health and safety

Exploration and mining include safety risks from both internal and external factors and require necessary precautions to be put in place to minimise adverse outcomes. The most prominent risk, due to the geological spread of exploration activities, is associated with the transportation of personnel to and from project sites, particularly the risk of road injuries and fatalities. The Company has in place an OH&S policy that is required to be adhered to at all times by its employees and contractors and will implement additional policies and protocols as activity ramps up, including transportation standards policies, vehicle safety checks and establishing emergency response protocols.

Tenure Risks

Mining and exploration tenements are subject to periodic renewal, and there is no guarantee that the Company's current or future tenements or applications will be approved. The Company's tenements in Mauritania and Sweden must comply with the respective mining acts, and maintaining, renewing, or obtaining additional exploration or mining licenses depends on securing the necessary statutory approvals and fulfilling the required conditions of the permits, such as development obligations and milestones.

A requirement of the Tiris mining convention requires the permit holder to initiate mining operations or project development within 24 months of receiving the operating permits. Whilst the date upon which the permit was granted and thus when the 24-month period commenced is subject to different interpretations, it is understood that the Ministry may believe that the 24 month expired in January 2025.  Nevertheless, the Mining Code permits the Minister to either extend the development period under specific conditions and or to issue a permit default notice if the projects development doesn't occur within the specified timeframe 

Crucially, the Company has received legal advice concluding that the Permits held by Tiris Ressources SA, are valid and in full force and the Minister has not issued a default notice in relation to Tiris's tenure. Friendly collaborative discussions with the Ministry are ongoing regarding a 36-month extension for the development of the Tiris Uranium Project, including meeting production in 2027. 

Financing discussions are well advanced and expected to conclude by the end of 2025. The Company has also significant ongoing works programs at the Project including water development, engineering and requests for tenders around project development as well as building the in-country team to deliver the Project. The Company remains in frequent dialogue with the Ministry, is working collaboratively with the government to encourage investment into Mauritania and is confident of the continued support of the relevant authorities. The Directors are confident that the negotiations will be concluded satisfactorily, allowing for the Company to progress to production within the above time frame.

At Häggån an Exploitation Permit application for Häggån K nr 1 was submitted to the Swedish Mining Inspectorate in August 2024. The Swedish Mining Inspectorate considers the Exploitation Permit application the Häggån no 1 exploration license remains valid. The Company believes these applications will be considered favourably due to the considerable expenditure and work undertaken over the Project to date.

There is no assurance that the renewals or applications will be granted on a timely basis or without any new conditions, such as increased expenditure or work commitments. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or the performance of the Company. Additionally, the Company cannot guarantee that tenement applications or renewals will be granted in full, in part, or on a timely basis.

 

Exploration and Development Risks

Mineral exploration and development activities are inherently risky. There is a risk that the feasibility study and associated technical work may not achieve the expected results and that a failure to develop and operate projects in accordance with expectations could negatively impact results of operations and the company's financial position. Risks to the Company's development projects include the ability to acquire and/or obtain appropriate access to property, regulatory approvals, supply chain risks, construction and commissioning risks.

Community/Social Risk

The Group's operations take place amidst varying cultural practices. The evolving expectations of these communities are managed through active community engagement, development and implementation of community relations strategies based on stakeholder concerns and maintaining strong relationships with communities and delivering on its commitments.

Regulatory and Compliance Risk

The company faces challenges related to new or evolving regulations and standards that are beyond its control. These regulations are often complex and challenging to predict. Opportunities for growth and development may be at risk due to changes to fiscal or regulatory frameworks, adverse changes in tax or other law, differences in sustainability standards and practices, or shifts in existing political, judicial, or administrative policies, as well as evolving community expectations.

Anti-Bribery and Corruption Risk

Aura has a clear policy alongside internal controls and procedures aimed at mitigating risks associated with Anti-Bribery and Corruption, includes providing training and compliance programs to both employees and contractors. These programs address various risks and associated scenarios, including unauthorised payments or offers of payments involving employees, agents, or distributors, which could potentially violate relevant anti-corruption laws.

Operations in Foreign Jurisdictions

The Company operates in foreign jurisdictions, specifically in Mauritania and Sweden, where its projects are located. These projects are exposed to various risks, including the potential for unfavourable political and economic changes, fluctuations and controls related to foreign currency, civil unrest, political upheavals, or conflicts. Furthermore, unforeseen events can curtail or interrupt operations on these properties, restrict capital movement, or lead to increased taxation. The Company remains proactive and closely monitors the political and economic landscapes of the jurisdictions in which it operates.

Market Risk

The Company is developing mineral projects with the intention to produce commodities for sale across a variety of markets. Forecast of supply and demand dynamics and the pricing that may be received for those products is inherently complex and subject to factors outside of the Company's control. There is a risk that factors outside of the Company's control may negatively affect markets. These factors could include geopolitical events, over supply or reduced demand. The Company mitigates this risk through efforts to engage offtake contracts to ensure consistency in pricing and through diversification of products.

 

Funding Risk

The Company will require additional funding to bring the Tiris Uranium Project into production and advance the Häggån Polymetallic Project. There is a risk that funding may not be available on acceptable terms for these projects. The Company seeks to mitigate this risk by diversifying potential funding sources between debt, equity, joint venture partnering and other options. Additional work to de-risk technical, social, environmental and permitting will increase the availability of funding options.

The Company is also exposed to a range of market, financial and governance risks. The Company has risk management and internal control systems to manage material business risks which include insurance coverage over major operational activities and regular review of material business risks by the Board.

Likely Developments and Expected Results

The Company will continue to develop its current portfolio of tenements to create long term sustainable wealth for its shareholders. The Company may, if beneficial to all shareholders, seek joint venture partners or undertake the sale of assets from time to time should the right opportunity arise.

Dividends Paid or Recommended

The directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a dividend to the date of this report.

Environmental Regulations

The Group is commencing exploration and evaluation activities in Mauritania and Sweden. Both countries have environmental regulation for the conduct of exploration activities. The Company has complied with these environmental regulations in the conduct of all field activities.

The directors have considered the enacted National Greenhouse and Energy Reporting Act 2007 (the NGER Act) which introduced a single national reporting framework for the reporting and dissemination of information about the greenhouse gas emissions, greenhouse gas projects, and energy use and production of corporations. At the current stage of development, the directors have determined that the NGER Act has no effect on the Company for the current, nor subsequent, financial year. The directors will reassess this position as and when the need arises.

Shares Under Option

Details of unissued shares or interests under option as at the date of this report are:

Security type	Number	Exercise price	Hurdle price	Expiry date	Class of shares	Issuing entity
Listed Options	76,124,478	$0.30	-	30/05/2026	Ordinary shares	Aura Energy Limited
Unlisted Options	20,464,204	$0.00	-	30/06/2029	Ordinary shares	Aura Energy Limited
Unlisted Options	1,500,000	$0.00	-	25/11/2029	Ordinary shares	Aura Energy Limited

No option holder has any right under the options to participate in any other share issue of the Company or any other entity.

Shares Issued on Exercise of Options

During the year, and as at the date of this report, details of ordinary shares issued by the Company as a result of the exercise of Options are:

Options	Date granted	Exercise price	Number of shares issued	Amount paid for shares
Listed Options	30 May 2024	$0.30	2,000	$600
Unlisted Options	16 Aug 2024	$0.20	5,982,906	$1,196,581

Indemnity and Insurance of Directors and Officers

The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.

During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

Indemnity and insurance of Auditors

The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.

During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.

Non-audit services

During the year fees of $500 (2024: $2,695) were paid or payable for non-audit services provided by the auditor of the parent entity.

Auditors

Hall Chadwick WA Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.

Significant Changes in the State of Affairs

In the opinion of the Directors, there were no other significant changes in the state of affairs of the Group that occurred during the financial year under review not otherwise disclosed in this report or in the financial statements.

Deed of Cross Guarantee

On 28 June 2024, the parent entity, Aura Energy Limited, entered into a deed of cross guarantee with four of its Australian wholly-owned subsidiaries, Archaean Greenstone Gold Limited, Aura Energy Mauritania Pty Ltd, Tiris Zemmour Resources Pty Ltd and North East Resources Pty Ltd.  Refer to note 28 for more details.

 

Events Since the End of the Financial Year

On 10 July 2025, the Company announced the appointment of Mr Ousman Mamoudou Kane to the Board of Directors as an independent Non-Executive Director.

On 1 August 2025, the Company announced the execution of a long-term offtake agreement with a major US-based nuclear utility and a master spot sales agreement with a leading global uranium trading group, controlled by a major company for the future sale of Uranium Oxide Concentrate (UOC) from its Tiris Uranium Project in Mauritania.

On 28 August 2025, Nomads Mining SARL ("Nomads") filed a petition to the Commercial Court of Nouakchott seeking to cancel the farm-in agreement and claim damages. The Company is actively defending the matter and based on current legal advice, the likelihood of an outflow of economic resources is considered remote. It is noted that the petition was filed after the Company submitted the  registration of the transfer of 70% of Nomad's shares to the Company. However, as the petition was submitted after Aura's registration request, it cannot obstruct the transfer from being registered. The exploration and evaluation asset relating to the Tasiast South Project was fully impaired to nil during the period. The matter will continue to be monitored and the Company will reassess its position if circumstances change.

On 1 September 2025, the Company issued 5,982,906 full paid ordinary shares upon the exercise of an equivalent number of unlisted options that expired on that date.

On 16 September 2025, the Company announced the appointment of Ms Michelle Ash to the Board of Directors as an independent Non-Executive Director.

No other matter or circumstance has arisen since 30 June 2025 that has significantly affected the Group's operations, results or state of affairs, or may do so in future years.

Environmental, Social and Governance (ESG)

The Company is committed to protecting and respecting the environment and local communities within which it operates and looks forward to enhancing its positive impact in these areas. As the Company advances its strategies, it will be sharing its ESG efforts and impact regularly, in line with its annual reporting cycle.

Proceedings on behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

Rounding of amounts

Aura Energy Limited is a type of Company that is referred to in ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and therefore the amounts contained in this report and in the financial report have been rounded to the nearest dollar.

 

Remuneration Report (audited)

This remuneration report for the year ended 30 June 2025 outlines remuneration arrangements in place for Directors and other members of the Key Management Personnel (KMP) of the Company in accordance with the requirements of the Corporations Act 2001 (the Act) and its regulations. This information has been audited as required by section 308(3C) of the Act.

Key Management Personnel (KMP)

For the purpose of this report, key management personnel of the Group (as defined in AASB 124 Related Party Disclosures) are those persons identified in this section who have authority and responsibility for planning, directing, and controlling the activities of the Group, whether directly or indirectly, including any director (whether executive or otherwise) of the parent entity.

The directors and executives considered to be key management personnel of the Group up to the date of this report are the directors and executives set out in table below:

Non-Executive Directors
Mr Bryan Dixon	Non-Executive Director Chair of Audit and Risk Committee
Mr Patrick Mutz	Non-Executive Director
Mr Ousman M. Kane (1)	Non-Executive Director
Mr Warren Mundine	Non-Executive Director
Ms Michelle Ash (2)	Non-Executive Director
Executive Directors
Mr Philip Mitchell (3)	Executive Chair
Mr Andrew Grove	Managing Director and CEO
Other KMP
Mr Will Goodall	Chief Development Officer
Mr Mark Somlyay	Chief Financial Officer

(1)   Mr Ousmane M. Kane was appointed as a non-executive independent director on 10 July 2025, and his remuneration will be included in the company's FY2026 remuneration report.

(2)   Ms Michelle Ash was appointed as a non-executive independent director on 16 September 2025, and her remuneration will be included in the company's FY2026 remuneration report.

(3)   Mr Philip Mitchell transitioned from Non-Executive Chair to Executive Chair on 10 June 2025.  While serving as a Non-Executive Chair, he was a member of both the Audit & Risk Committee and Remuneration and Nomination Committee. Upon his appointment as Executive Chair, he stepped down from the Remuneration and Nomination Committee and the Audit & Risk Committee.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee members are Patrick Mutz, Warren Mundine, Bryan Dixon, Ousmane M. Kane and Michelle Ash (all non-executive directors) and the Committee is responsible for advising and making recommendations to the Board regarding the remuneration framework, policy, vesting of awards and compensation arrangements for the non-executive and executive directors, executives and employees. The remuneration policy is to ensure the remuneration package properly reflects the persons duties and responsibilities. Details of the Remuneration Committees Charter can be found at the Company's website www.auraenergy.com.au

 

Use of Remuneration Consultants

To ensure the Remuneration Committee is fully informed when making remuneration decisions, the Remuneration Committee may seek external advice, as it requires, on remuneration policies and practices. Remuneration consultants can be engaged by, and report directly to, the Committee. In selecting remuneration consultants, the Committee considers potential conflicts of interest and independence from the Group's KMP and other executives.

During the 2024 financial year, an independent professional opinion on the Company's Long Term Incentive Plan was provided by remuneration consultants, Gallagher Reward Consulting ("Gallagher"). The Long Term Incentive Plan was updated by Management and reviewed by Gallagher in 2025.

Remuneration Framework

The remuneration policies of the Aura Group have been designed in accordance with the Company's size and structure with consideration given to the global environment in which it operates. The Company aims to reward its executives with a level of remuneration commensurate with their position and responsibilities within the Company so as to:

·     Reward executives for company and individual performance against targets set by reference to appropriate benchmarks

·      Align the interest of executives with those of shareholders

·      Link rewards with the strategic goals and performance of the Company

·      Ensure total remuneration is competitive by market standards

The Board is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the Group depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.

The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should seek to enhance shareholders' interests by:

·      Having remuneration framework linked to the goals of shareholders

·      Focusing on sustained growth in shareholder wealth, consisting of growth in share price

·      Attracting and retaining high calibre executives

Additionally, the reward framework should seek to enhance executives' interests by:

·      Rewarding capability and experience

·      Reflecting competitive reward for contribution to growth in shareholder wealth

·      Providing a clear structure for earning rewards

In accordance with best practice corporate governance, the structure of Non-Executive Director and Executive Director remuneration is separate.

 

Non-Executive Director Remuneration

The Board recognises the importance of attracting and retaining talented non-executive directors and aims to remunerate these directors in line with fees paid to directors of companies of a similar size and complexity in the mining and exploration industry. The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.

Shareholders approve the maximum aggregate remuneration for non-executive Directors. The most recent determination by shareholders was on 29 November 2022, where the shareholders approved a maximum annual aggregate remuneration of $500,000.

Each Non-Executive Director receives a fee for serving as a Director of the Company.

The level of Director remuneration has been fixed at the same level since 2021 and is as follows:

Role	2025 $	2024 $
Board Chair	60,000	60,000
Non-executive director	40,000	40,000
Committee Chair	-	-
Committee Member	-	-

All fees presented include statutory superannuation, where applicable. Directors may be reimbursed for expenses reasonably incurred in attending to the Group's affairs.

The Board considers it may be appropriate to issue options to non-executive directors given the current nature and size of the Company as, until profits are generated, conservation of cash reserves remains a high priority. Any options issued to directors will require separate shareholder approval.

For additional duties in assisting management beyond the normal time commitments of Non-Executive Directors, Non-Executive Directors are paid at a rate that is agreed upon by the two parties, with the amounts approved by the Board of Directors.

 

Executive Remuneration

The objective of the Company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders.

The Board ensures that executive reward satisfies the following key criteria for good corporate governance practices:

·      Competitiveness and reasonableness

·      Acceptability to shareholders

·      Performance linkage/alignment of executive compensation

·      Transparency

·      Capital management

The Company has structured an executive framework that is market competitive and complementary to the reward strategy for the organisation. The Board's policy for determining the nature and amount of remuneration for Board members and executives of the Company is as follows:

·      All Executives receive a fee, part of which may be taken as superannuation, and from time to time, options and other equity-based incentives. Equity based incentives issued to Directors are subject to approval by Shareholders. The Board reviews executive packages regularly by reference to the Company's performance, executives' performance and comparable information from industry sectors and other listed companies in similar industries. The Executive Chair is not present at any discussions relating to determination of his own remuneration. The Board may in its discretion establish a performance-based bonus system to provide reward in addition to the base salary level to the executives on such terms as the Board may determine

·      Salaried Executive Directors and specified executives are allocated superannuation guarantee contributions as required by law, and do not receive any other retirement benefits. From time to time, some individuals may choose to sacrifice their salary or consulting fees to increase payments towards superannuation.

·      All remuneration paid to Directors and specified executives is valued at the cost to the Company and expensed. Share based payments are valued using the ASX trading price or the Black-Scholes methodology or the Monte-Carlo simulation model, as required by the relevant accounting standard.

 

Long term Incentives

Directors, executives, key employees and consultants may be eligible to participate in equity-based compensation via the Company's Employee Incentive Plan.

Long Term Incentive Scheme

During 2024 the Board and the Remuneration Committee reviewed the design of the Group's long-term incentives. As a result, the Board adopted a new long-term incentive plan ("LTIP") with the following key features:

·      Utilisation of nil-cost share options (zero exercise price options "ZEPOs"), which limit cash requirements for the Company

·      A three-year cliff vesting period will apply, ensuring options only vest once performance conditions are met three years after the date of the award. This approach aligns with other similar listed firms, ensuring Aura remains in line with best practices

·      Performance conditions will evolve with the business but remain fixed once set for a three-year award. Typically, two to four measures will apply, focusing on achieving tangible milestones. A share price gateway, based on a 30-day average before or after the vesting date, will serve as an additional protection for shareholders

This LTIP was introduced in FY2025, replacing the options and loan funded securities schemes. The LTIP is governed by the existing Employee Securities Incentive Plan, approved by shareholders at the November 2022 Annual General Meeting. This LTIP was reviewed during 2025 and reaffirmed as appropriate for FY2026.

Options

Aura Energy Limited operated an ownership-based scheme for directors and executives of the Group. In accordance with the provisions of the plan, as approved by shareholders at a previous annual general meeting, directors and executives may be granted options to purchase parcels of ordinary shares at an exercise price as determined at the time options are granted.

Each option converts into one ordinary share of the Group on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

The number of options granted to directors is approved by shareholders at a previous annual general meeting. The scheme rewards directors and executives against the extent of the Group's and individual's achievement against criteria from the following measures:

·      Improvement in share price

·      Improvement in return to shareholders

Loan funded securities

Aura Energy Limited implemented a loan funded equity scheme for directors, executives and senior consultants of the Group in 2021. In accordance with the provisions of the plan, as approved by shareholders at a previous annual general meeting, directors, executives and senior consultants were granted loan funded securities.

Each loan funded share converts into one ordinary share of the Group on issue. The loan funded shares rank equally with all other fully paid ordinary shares on issue in the capital of the Group. The number of loan funded shares granted is approved by shareholders at the annual general meeting of the Group.

2021 Loan Funded Shares

On 21 December 2021, the shareholders approved the issue of 20,000,000 loan funded shares to directors, executives and senior consultants (2021 Loan Funded Shares). The 2021 Loan Funded Shares were issued at $0.25, are all subject to continuous employment/engagement with the Group and have the following vesting conditions:

	Measures and hurdles	Vesting period
Tranche 1	When the daily volume weighted average price (VWAP) of the Group's Shares meets the share price performance hurdle of $0.50 on 10 days on any 20 sequential trading days; and	Eligible to vest 12 months after grant date;
Tranche 2	When the daily VWAP of the Group's shares meets the share price performance hurdle of $0.75 on 10 days on any 20 sequential trading days; and	Eligible to vest 24 months after grant date;
Tranche 3	When the daily VWAP of the Group's shares meets the share price performance hurdle of $1.00 on 10 days on any 20 sequential trading days; and	Eligible to vest 36 months after grant date.

Share price hurdles for vesting for these Loan Funded Shares have not yet been met.

2022 Loan Funded Shares

On 29 November 2022 the shareholders approved the issue of loan funded shares to directors (2022 Loan Funded Shares). The 2022 Loan Funded Shares were issued at $0.30, are all subject to continuous employment/engagement with the Group and have the following vesting conditions:

	Measures and hurdles	Vesting period
Tranche 1	When the daily volume weighted average price (VWAP) of the Group's Shares meets the share price performance hurdle of $0.50 on 10 days on any 20 sequential trading days; and	Eligible to vest 12 months after grant date;
Tranche 2	When the daily VWAP of the Group's shares meets the share price performance hurdle of $0.75 on 10 days on any 20 sequential trading days; and	Eligible to vest 24 months after grant date;
Tranche 3	When the daily VWAP of the Group's shares meets the share price performance hurdle of $1.00 on 10 days on any 20 sequential trading days; and	Eligible to vest 36 months after grant date.

Share price hurdles for vesting for these Loan Funded Shares have not yet been met.

As noted above, the LTIP was introduced in FY2025, replacing both the Options and Loan Funded Securities schemes.

Zero Exercise Price Options ("ZEPOs")

During the year ended 30 June 2025, the Company issued zero exercise price options ("ZEPOs") to Key Management Personnel and staff with 4 milestones under the vesting conditions as detailed below.

1.   Performance Milestones - the satisfaction of the following performance milestones during the three-year performance period of 1 July 2024 to 30 June 2027 (Performance Period), each of which constitutes a Performance Milestone:

Milestone	Vesting Conditions	Percentage to vest
1	FID Timing: Final Investment Decision (FID) and associated funding plan at the Tiris Project (1)	§ FID made and approved at the Tiris Project in Q4 2024 - 100% vest § FID made and approved at the Tiris Project in Q1 2025 - 80% vest § FID made and approved at the Tiris Project in Q2 2025 - 66% vest
2	Mine Build: Construction of Tiris Project mine against time, cost and quality targets	§ Remuneration Committee Determination - up to 100%
3	Resource Base: Expansion of resource base at the Tiris Project	§ Resources at Tiris Project exceed 180m lbs - 100% vest § Resources at Tiris Project exceed 120m lbs - 80% vest § Resources at Tiris Project exceed 80m lbs - 66% vest
4	Häggån: Secure Government decision to mine at the Häggån Project	§ Decision to mine achieved without material dilution of Shareholders - 100% vest § Decision to mine achieved with strategic partner introduced on a basis that values the business at >60% net present value (NPV) - 80% vest § Decision to mine achieved on another basis which is approved by Shareholders - 66% vest § Swedish legislation is changed to enable the extraction of U3O8 from the Häggån Project and the project receives an exploitation permit - 25% vest, in each case, as determined by the Remuneration Committee.

(1)   At 30 June 2025, the vesting conditions to award 100% of the ZEPOs had not been met and a 0% vesting probability was applied.

 

2.   Share Price Gateway - the Company achieving a 30 consecutive trading day closing Share price equal to or greater than A$0.20 per Share (Share Price Gateway) during the six month period of 1 April 2027 to 30 September 2027 (Gateway Period).

The above vesting conditions (comprising the Performance Milestones and the Share Price Gateway) for the Options are referred to as the Vesting Conditions. The Options will only vest if the applicable Performance Milestone has been satisfied during the Performance Period and the Share Price Gateway has been satisfied during the Gateway Period and the employee remains employed or engaged by the Company. No options shall vest before 30 June 2027.

Refer to Table ZEPO Table on page 30 for the number and value of incentives issued to KMPs during the year.