30 September 2026

Aura Energy Limited

(“Aura” or the “Company”)

 Audited Financial Report for the Year ended 30 June 2026

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 2026 (the “Financial Report”).

A full version of the Financial Report can be viewed at: http://www.rns-pdf.londonstockexchange.com/rns/9602W_1-2026-9-30.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]   +44 7771 317302	GRACosway Australian investor and media Bill Frith [email protected]   +61 405 144 807
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 committed to creating value for host nations, local communities, and shareholders through responsible and sustainable resource development. 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 2026.

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 2026 after providing for income tax amounted to $11,624,283 (2025: $15,343,310).

The loss for the period is primarily driven by:

         Corporate and administrative expenses of $5,374,915 (2025: $4,766,045)

         Employee benefits expenses of $4,383,197 (2025: $2,202,029)

         Share-based payments of $2,052,383 (2025: $6,278,403)

         Impairment expenses of exploration and evaluation assets of $nil (2025: $2,640,104); offset by

         Interest income of $300,970 (2025: $637,283)

Cash and cash equivalents at 30 June 2026 was $15,973,883 (2025: $11,740,860). Capitalised exploration and evaluation assets was $56,278,075 (2025: $50,549,459).

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.

The Mauritanian Mining Code requires the permit holder to initiate mining exploitation work or project development within 24 months of the granting of the operating permits. While the commencement date of this period is open to interpretation, it is understood that the Ministry may consider it to have expired in January 2025. The Mining Code permits the Minister to extend the development period under specific conditions or to issue a default notice if development does not occur within the specified timeframe.

The Tiris exploitation permits are also subject to timing requirements under related agreements, including a previously agreed 36-month extension to the development schedule for the Tiris Uranium Project, which contemplates project construction and commencement of production by early 2027. The Company’s current development timetable reflects the deferral of the Final Investment Decision, now targeted for Q4 2026.

Under these laws and agreements, the Minister has discretion to extend development timeframes, and the agreements provide for a process of good-faith consultation with the Government if project timing requires adjustment.

The Company continues to progress project financing, technical, and engineering activities, and maintains ongoing engagement with the Ministry, including recent correspondence updating progress and the revised schedule. Based on external legal advice, the exploitation permits remain valid and in full force. As at the reporting date, no default notice has been received. The Company intends to formalise an updated development timetable as project milestones are further defined.

At Häggån an Exploitation Permit application for Häggån K nr 1 was submitted to the Swedish Mining Inspectorate in August 2024. While 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:

Issuing Entity	Security type	Number	Exercise price	Hurdle price	Expiry date	Class of shares
Aura Energy Limited	Unlisted Options	15,212,266	$0.00	Nil	30/06/2029	Ordinary shares
Aura Energy Limited	Unlisted Options	22,411,248	$0.00	Nil	30/06/2030	Ordinary shares

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
Unlisted Options	16 Aug 2024	$0.20	5,982,906	$1,196,581
Listed Options	30 May 2024	$0.30	1,197	$359

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 (Cth)(the “Corporations Act”). 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 $nil (2025: $500) 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.

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 27 for more details.

Events Since the End of the Financial Year

On 12 August 2026, the Company announced that Mr Mark Somlyay has resigned as Chief Financial Officer. Under his contract, he will serve a four-month transition period and will, unless otherwise agreed, remain with the Company until 8 December 2026.

On 30 September 2026, the Company announced the appointment of Mr Spencer Davey as Chief Financial Officer and Mr John Carr as President of the Company.

On 30 September 2026, the Company announced the lapse of 9,064,304 conditional employee securities because the applicable conditions had not been, or had become incapable of being, satisfied.

No other matter or circumstance has arisen since 30 June 2026 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 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 2026 outlines remuneration arrangements in place for Directors and other members of the Key Management Personnel of the Company in accordance with the requirements of the Corporations Act and its regulations. This information has been audited as required by section 308(3C) of the Corporations 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 Patrick Mutz	Non-Executive Director
Mr Ousmane M. Kane (1)	Non-Executive Director
Mr Warren Mundine	Non-Executive Director
Ms Michelle Ash (2)	Non-Executive Director
Mr Bryan Dixon (3)	Non-Executive Director
Executive Directors
Mr Philip Mitchell (4)	Executive Chair
Mr Andrew Grove (3)	Managing Director
Other KMP
Mr Will Goodall	Chief Development Officer
Mr Spencer Davey (5)	Chief Financial Officer
Mr John Carr (5)	President
Mr Mark Somlyay (6)	Chief Financial Officer

1.               Mr Ousmane M. Kane was appointed as a non-executive independent director on 10 July 2025.
2.               Ms Michelle Ash was appointed as a non-executive independent director on 16 September 2025.
3.               Mr Andrew Grove and Mr Bryan Dixon resigned respectively on 20 October 2025 and 25 November 2025.
4.               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.
5.               Mr Spencer Davey and Mr John Carr were appointed on 30 September 2026, and their remuneration will be included in the company’s FY2027 remuneration report.
6.               Mr Mark Somlyay has resigned as Chief Financial Officer. Under his contract, he will serve a four-month transition period and will, unless otherwise agreed, remain with the Company until 8 December 2026.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee members are Patrick Mutz, Warren Mundine, Bryan Dixon (resigned on 25 November 2025), 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 and Nomination Committees Charter can be found at the Company’s website www.auraenergy.com.au

Use of Remuneration Consultants

To ensure the Remuneration and Nomination Committee is fully informed when making remuneration decisions, the Remuneration and Nomination 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 2025 financial year, an independent professional opinion on the Company’s Long Term Incentive Plan was provided by remuneration consultants, Augmentia. The Long Term Incentive Plan was updated by Management and reviewed by Augmentia in 2026.

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	2026 $	2025 $
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 Barrier Trinomial 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

The Group’s long-term incentive plan (“LTIP”) includes 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 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:

Tranche	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.	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.	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.	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:

Tranche	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.	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.	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.	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”)

2026 grant

During the year ended 30 June 2026, 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 2025 to 30 June 2028 (“Performance Period”), each of which constitutes a Performance Milestone:

Vesting Conditions	Split	Percentage to vest
Resource Base: Expansion of resource base at the Tiris Project mine against time, cost and quality targets	20%	       Resources at Tiris Project exceed 300m lbs – 100% vest        Resources at Tiris Project exceed 200m lbs – 80% vest        Resources at Tiris Project exceed 100m lbs – 66% vest
Mine Build: Construction of Tiris Project mine against time, cost and quality targets(1)	40%	       100% completion of construction by 30 June 2027 - 120% vest(2)        75% completion of construction by 30 June 2027 -100% vest        50% completion of construction by 30 June 2027 - 66% vest
Operational Readiness: The operational readiness for the Tiris Uranium Project by 30 June 2028 with each hurdle measured individually	25%	       90% of planned general manager, manager and superintendent roles recruited and have commenced, and that expatriates (non-Mauritanian nationals) constitute no more than 25% of general managers, 10% of managers and 2% of superintendents – 25% vest        At least 70% of Tiris Uranium Project operations employee roles have been employed, trained and passed competency testing – 25% vest        100% of the operating procedures manuals have been completed and included in employee induction training – 25% vest        At least 15% of the workforce are women – 25% vest
Häggån: Secure Government decision to mine at the Häggån Project	15%	       Decision to mine achieved with strategic partner introduced on a basis that values the business at >60% net present value (“NPV”) – 100% vest        Value created on another basis which is approved by Shareholders (for example, a successful partial listing) – 75% vest        Swedish legislation is changed to enable the extraction of U3O8 from the Häggån Project and the project receives tenure confirmation (including the reissuance of the exploration permits) – 25% vest, in each case, as determined by the Remuneration Committee.

(1) To be verified by independent, external audit from a reputable firm of consulting engineers.  At 30 June 2026, the vesting conditions to award 100% of the ZEPOs is not expected to be met and a 0% vesting probability was applied.

(2) If the maximum Mine Build Performance Milestone criteria is achieved, the number of Options to vest will be uplifted by 1.08 (being 1 + 0.2 (being the additional 20% to vest) multiplied by 0.4 (being the 40% vesting under that Performance Milestone)).

2.               Share Price Gateway – the Company achieving a 30 consecutive Trading Day closing price during the +/- 90 day period either side of 30 June 2028, being the end of the Performance Period (March to September 2028) (“Gateway Period”) of:

                A$0.45 per Share – 120% vest (the maximum number of Options that vest as a result of the satisfaction of the Performance Milestones will be determined by applying an uplift factor of 120%);

                A$0.35 per Share – 100% vest (no adjustment will be made to the number of Options that vest);

                A$0.25 per Share – 80% vest (the maximum number of Options that vest as a result of the satisfaction of the Performance Milestones will be determined by applying a decrease factor of 20%); or

                less than A$0.25 per Share – 0% vest.

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.

The fair value for all ZEPOs granted in the current period was determined using a Barrier Trinomial Model applying the following inputs:

         Weighted average exercise price of $0.00

         Weighted average life of the option (years) of 5

         Weighted average underlying share price: refer below for each tranche

         Expected share price volatility of 100%

         Weighted average risk-free interest rate 4%

Volatility is calculated based on share price history of the company and used as the basis for determining expected share price volatility. The expected volatility reflects the assumptions that the historical volatility over a period similar to the life of the options is indicative of future trends which may not be the actual outcomes.

2025 Grant

During the year ended 30 June 2025, the Company issued 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:

Mile-stone	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) 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 ZEPO Table on page 31 for the number and value of incentives issued to KMPs during the year.

 

Remuneration of Key Management Personnel

The Directors and KMP of the Company, alongside their remuneration for the period, are set out in the following table:

		Short term benefits			Other		Post employ-ment benefits	Long-term benefits	Share based payments(1)
		Cash salary and fees	Cash bonus	Annual leave	Termination benefits	Consulting services	Superannuation	Long service leave	Equity settled	Total
		($)	($)	($)	($)	($)	($)	($)	($)	($)
Non-Executive Directors
W Mundine	2026	35,714	-	-	-	-	4,286	-	72,122	112,122
	2025	35,874	-	-	-	-	4,126	-	57,114	97,114
P Mutz	2026	35,714	-	-	-	-	4,286	-	76,247	116,247
	2025	35,874	-	-	-	-	4,126	-	40,931	80,931
O Kane (2)	2026	38,110	-	-	-	174,992	-	-	-	213,102
	2025	-	-	-	-	-	-	-	-	-
M Ash	2026	31,799	-	-	-	-	-	-	-	31,799
	2025	-	-	-	-	-	-	-	-	-
B Dixon (3)	2026	20,000	-	-	-	20,086	-	-	44,556	84,642
	2025	40,000	-	-	-	40,000	-	-	57,114	137,114
Executive Directors
P Mitchell (4), (7)	2026	402,778	34,000	-	-	-	-	-	221,081	657,859
	2025	84,167	-	-	-	-	-	-	172,198	256,365
A Grove (5)	2026	169,263	42,500	47,809	410,000	-	25,000	-	(170,221)	524,351
	2025	395,068	-	-	-	-	29,932	-	170,221	595,221

 

		Short term benefits						Other				Post employ-ment benefits		Long-term benefits		Share based payments(1)
		Cash salary and fees		Cash bonus		Annual leave		Termination benefits		Consulting services		Superannuation		Long service leave		Equity settled	Total
		($)		($)		($)		($)		($)		($)		($)		($)	($)
Other KMP
W Goodall (7)	2026	323,075	74,698		18,925		-		-		30,000		-		165,278		611,976
	2025	326,280	-		15,788		-		-		29,932		-		78,934		450,934
M Somlyay (6), (7)	2026	289,114	62,560		20,886		-		-		30,000		-		151,061		553,621
	2025	289,880	-		20,188		-		-		29,932		-		43,317		383,317
Total	2026	1,345,567	213,758		87,620		410,000		195,078		93,572		-		560,124		2,905,719
	2025	1,207,143	-		35,976		-		40,000		98,048		-		619,829		2,000,996

1.               Refer to note 9 for more details. Net equity settled expense can be negative where there are forfeitures resulting from termination of employment and/or the reversal of zero exercise price options expense in relation to vesting conditions that are not met.
2.               During the year ended 30 June 2026, the Group engaged Mr Kane for additional consulting services relating to corporate advisory and strategic activities. The amount disclosed includes $15,448 relating to FY2025, which was paid in FY2026.
3.               During the year ended 30 June 2025 and 30 June 2026, the Group engaged Mr Dixon for additional consulting services relating to governance and corporate advisory activities. Mr Dixon resigned as a Non-Executive Director on 25 November 2025.
4.               Mr Mitchell transitioned from Non-Executive Chairman to Executive Chairman effective 10 June 2025.
5.               Mr Grove was appointed on 30 January 2024 and resigned as the Managing Director on 20 October 2025.  Under the deed of release, the Company agreed to pay Mr Grove $205,000 in lieu of six months’ notice, in accordance with his employment contract, and an ex-gratia termination payment of $205,000, equivalent to six months’ base salary, both exclusive of superannuation. The Company also paid all accrued but untaken days in lieu, annual leave and long service leave up to the termination date.
6.               Mr Mark Somlyay has resigned as Chief Financial Officer. Under his contract, he will serve a four-month transition period and will, unless otherwise agreed, remain with the Company until 8 December 2026.
7.               The cash bonus amounts disclosed for the year ended 30 June 2026 comprise bonuses relating to both FY2025 and FY2026 performance. The FY2025 bonuses were awarded during FY2026 and recognised as remuneration in the current year. The FY2026 bonuses relate to performance during the year ended 30 June 2026 and have also been recognised in the current year. Eligible employees may elect to receive their FY2026 bonus in cash or defer payment until the drawdown of the Company’s project financing, at which time the bonus will be paid in cash together with a matching share award of equivalent value.

 

The proportion of remuneration linked to performance and the fixed proportion are as follows:

	Fixed remuneration		At risk - STI		At risk - LTI
	2026	2025	2026	2025	2026	2025
Non-Executive Directors
W Mundine	36%	41%	0%	0%	64%	59%
P Mutz	34%	49%	0%	0%	66%	51%
O Kane	100%	n/a	0%	n/a	0%	n/a
M Ash	100%	n/a	0%	n/a	0%	n/a
B Dixon (1)	47%	58%	0%	0%	53%	42%
Executive Directors
P Mitchell (2)	61%	33%	5%	0%	34%	67%
A Grove (3)	124%	71%	8%	0%	(32%)	29%
Other KMP
W Goodall	61%	82%	12%	0%	27%	18%
M Somlyay (4)	61%	89%	11%	0%	27%	11%

1.               Mr Dixon resigned on 25 November 2025.
2.               Mr Mitchell transitioned from Non-Executive Chairman to Executive Chairman effective 10 June 2025.
3.               Mr Grove was appointed on 30 January 2024, and resigned on 20 October 2025.
4.               Mr Mark Somlyay has resigned as Chief Financial Officer. Under his contract, he will serve a four-month transition period and will, unless otherwise agreed, remain with the Company until 8 December 2026.

Service Agreements

Remuneration and other terms of employment for Executives are formalised in service agreements. The service agreements specify the components of remuneration, benefits and notice periods. Participation in short term and long-term incentives are at the discretion of the Board. Other major provisions of the agreements relating to remuneration are set out below.

Mr Philip Mitchell, Executive Chair – appointed 10 June 2025
Agreement commenced	Non-Executive Chair 21 December 2021; Executive Chair 10 June 2025
Term of agreement	No fixed term Employment will continue until terminated by either party, as summarised below.
Details	Remuneration of $41,667.67 per month (including taxes and statutory costs). Mr Mitchell was entitled to participate in the Company’s Employee Incentive Plan from time to time at the discretion of the Board. Termination by employee or employer with six months' notice. Mr Mitchell is subject to non-compete restraints for a period of up to 6 months, which apply after cessation of employment. Mr Mitchell transitioned from Non-Executive Chair to Executive Chair effective 10 June 2025.

 

 

Mr Will Goodall, Chief Development Officer
Agreement commenced	1 July 2023
Term of agreement	No fixed term Employment will continue until terminated by either party, as summarised below.
Details	Remuneration of $372,000 per annum (including superannuation). Mr Goodall will be entitled to participate in the Company’s Employee Incentive Plan from time to time at the discretion of the Board. Termination by employee or employer with four months' notice. Mr Goodall is subject to non-compete restraints for a period of up to 6 months, which apply after cessation of employment.

 

Mr Mark Somlyay, Chief Financial Officer – resigned 12 August 2026
Agreement commenced	22 April 2024
Term of agreement	No fixed term Employment will continue until terminated by either party, as summarised below.
Details	Remuneration of $340,000 per annum (including superannuation). Mr Somlyay will be entitled to participate in the Company’s Employee Incentive Plan from time to time at the discretion of the Board. Termination by employee or employer with four months' notice. Mr Somlyay is subject to non-compete restraints for a period of up to 3 months, which apply after cessation of employment.

 

Mr Andrew Grove, Managing Director & CEO – resigned 20 October 2025
Agreement commenced	30 January 2024
Term of agreement	No fixed term Employment will continue until terminated by either party, as summarised below.
Details	Remuneration of $425,000 per annum (including superannuation). Mr Grove will be entitled to participate in the Company’s Employee Incentive Plan from time to time at the discretion of the Board. Termination by employee or employer with six months' notice. Mr Grove is subject to non-compete restraints for a period of up to 6 months, which apply after cessation of employment.

KMPs have no entitlement to termination payments in the event of removal for misconduct.

Share based payments

KMPs may be eligible to participate in equity-based compensation schemes via the Scheme. Please refer to note 9 of the financial statements for more information on share based payments provided as part of remuneration to the Directors and key management personnel.

 

Shares

Shares issued as compensation

1,146,414 shares were issued or granted to KMPs as part of compensation during the year ended 30 June 2026 (2025: nil).

Movement in ordinary shares

The relevant interest of each of the key management personnel in the share capital of the Company as at 30 June 2026 was:

	Balance at the start of the year	Received as part of remuneration	Purchased	Forfeited	Other changes	Balance at the end of the year
	No.	No.	No.	No.	No.	No.
Directors
P Mitchell (1)	10,366,232	367,194	2,704,596	-	-	13,438,022
W Mundine (1)	3,000,000	259,740	-	-	-	3,259,740
B Dixon (1)(2)	3,108,108	259,740	-	-	-	3,367,848
P Mutz (1)	2,000,000	259,740	-	-	-	2,259,740
O Kane	-	-	-	-	-	-
M Ash	-	-	-	-	-	-
A Grove (2)	555,556	-	-	-	-	555,556
Other KMP
W Goodall (1)	3,757,892	-	-	-	-	3,757,892
M Somlyay	-	-	-	-	-	-
Total	22,787,788	1,146,414	2,704,596	-	-	26,638,798

1.               Includes Loan Funded Shares.
2.               The position at the date of resignation.

Loan Funded Shares

Loan funded shares issued as compensation

No loan funded shares were granted or vested to Directors and other KMP as part of compensation during the year ended 30 June 2026 (2025: nil).

 

Movement in Loan Funded Shares

The number of loan funded shares held by Directors and KMP, including their related parties, as at 30 June 2026 are shown in the table below:

	Balance at start of the year	Granted as remuneration	Exercised	Forfeited	Balance at end of the year	Vested and exercisable
	No.	No.	No.	No.	No.	No.
Directors						-
P Mitchell	10,000,000	-	-	-	10,000,000	-
W Mundine	3,000,000	-	-	-	3,000,000	-
B Dixon	3,000,000	-	-	-	3,000,000	-
P Mutz	2,000,000	-	-	-	2,000,000	-
O Kane	-	-	-	-	-	-
M Ash	-	-	-	-	-	-
A Grove	-	-	-	-	-	-
Other KMP						-
W Goodall	2,000,000	-	-	-	2,000,000	-
M Somlyay	-	-	-	-	-	-
Total	20,000,000	-	-	-	20,000,000	-

Refer to page 21 for more details on vesting conditions of the loan funded shares.

Options

Options issued as compensation

During the year, the Group granted 10,506,015 Zero Exercise Price Options to KMPs as part of compensation (2025: 11,700,776).

During the year no shares were issued on the exercise of Options by KMP as no Options were exercised (2025: nil).

 

ZEPOs issued to KMPs and their terms are detailed in the table below.

Executive	Granted	Grant date	Fair value per option	Total value at grant date	Vesting date	Expiry date	Vested	Lapsed / forfeited
P Mitchell (1),(2),(3)	6,311,688	25 Nov 2025	$0.1458	$920,244	30 Sep 2028	30 Jun 2030	-	-
W Goodall (1),(3)	2,191,418	25 Sep 2025	$0.2587	$566,920	30 Sep 2028	30 Jun 2030	-	-
M Somlyay (1),(3)	2,002,909	25 Sep 2025	$0.2587	$518,152	30 Sep 2028	30 Jun 2030	-	-

1.               Subject to remaining employed or engaged as a Director of the Company 3 years from Vesting Commencement date.
2.               The options were issued on 25 November 2025 following approval by shareholders at the AGM.
3.               In addition to continuous employment service condition, vesting of the options is conditional upon certain milestones and vesting conditions as detailed on page 22 and 23.

The value of the share-based payments granted during the period is recognised in compensation over the vesting period of the grant. For details on the valuation of the options, including models and assumptions used, please refer to note 9.

 

 

 

Options movement during the reporting period

The below table shows a reconciliation of options held by each KMP during the reporting period:

	Balance at start of the year	Granted as remuneration	Exercised	Lapsed / forfeited	Balance at end of the year	Vested and exercisable
	No.	No.	No.	No.	No.	No.
Directors
P Mitchell	590,115	6,311,688	-	(124,999)	6,776,804	-
W Mundine	310,078	-	-	-	310,078	-
P Mutz	310,078	-	-	-	310,078	-
O Kane	-	-	-	-	-	-
M Ash	-	-	-	-	-	-
A Grove	6,858,527	-	-	(6,858,527)	-	-
B Dixon	310,078	-	-	(310,078)	-	-
Other KMP
W Goodall	2,018,604	2,191,418	-	-	4,210,022	-
M Somlyay	1,844,960	2,002,909	-	-	3,847,869	-
Total	12,242,440	10,506,015	-	(7,293,604)	15,454,851	-

Other transactions with Directors and Related Parties

The outstanding balance for Director fees due to Mr Philip Mitchell as at 30 June 2026 was $159,000 (2025: $29,167).

During the year ended 30 June 2026, the Group paid $20,086 (2025: $40,000) to Mr Bryan Dixon for consulting services relating to governance and corporate advisory activities, as disclosed in the remuneration table on page 25. The services are made on normal commercial terms and conditions.

During the year ended 30 June 2026, the Group paid $174,992 (2025: $nil) to Mr Ousmane Kane for consulting services relating to corporate advisory activities, as disclosed in the remuneration table on page 25. The services are made on normal commercial terms and conditions.

During the year ended 30 June 2026, the Group paid $33,600 inclusive of superannuation (2025: $41,076) to Ms Liesl Kemp under an arm’s length, casual employment contract for investor relations support services. Ms Kemp is a related party of former Managing Director, Mr Andrew Grove. Mr Grove resigned as the Managing Director on 20 October 2025.

There are no other transactions with key management personnel of Aura Energy Limited.

 

Additional information

The Group aims to align its executive remuneration to its strategic and business objectives and the creation of shareholder wealth. The table below shows measures of the Group’s financial performance over the last five years as required by the Corporations Act. However, these are not necessarily consistent with the measures used in determining the variable amounts of remuneration to be awarded to KMP. As a consequence, there may not always be a direct correlation between the statutory key performance measures and the variable remuneration awarded.

	2026	2025	2024	2023	2022
Loss for the year ($)	(11,624,283)	(15,343,310)	(6,610,019)	(6,795,514)	(3,403,791)
Basic loss per share (cents per share)	(1.18)	(1.73)	(1.01)	(1.19)	(0.79)
Share price at 30 June (cents per share)	10.0	17.5	14.0	20.5	18.0

Voting and comments made at the Company's 2025 Annual General Meeting (“AGM”)

At the 2025 AGM held on 25 November 2025, 99.97% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2025. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.

End of Audited Remuneration Report

 

Corporate Governance

The Company reviews all of its corporate governance practices and policies on an annual basis to ensure they are appropriate for the Company’s current stage of exploration and development.

The Company has a corporate governance section on the website which includes details on the Company’s governance arrangements and copies of relevant policies and charters. Please refer to https://auraenergy.com.au/our-company/corporate-governance/

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act is set out immediately after this directors' report.

Directors Declaration

This report is made in accordance with a resolution of directors.

Philip Mitchell

Executive Chair

30 September 2026

 

 

 

 

Consolidated statement of profit or loss
and other comprehensive income
for the year ended 30 June 2026

	Notes	30 Jun 2026 $	30 Jun 2025 $
Expenses
FX losses		(102,566)	(49,830)
Employee benefits		(4,383,197)	(2,202,029)
Corporate and administrative expenses	5(a)	(5,374,915)	(4,766,045)
Share based payment expenses	9	(2,052,383)	(6,278,403)
Impairment expenses	14	-	(2,640,104)
Gain on asset disposal		-	45,855
Operating loss		(11,913,061)	(15,890,556)
Finance income	5(b)	300,970	637,283
Finance expense	5(b)	(12,192)	(90,037)
Net finance income		288,778	547,246
Loss before income tax benefit		(11,624,283)	(15,343,310)
Income tax benefit	6	-	-
Loss after income tax benefit for the year attributable to the owners of Aura Energy Limited		(11,624,283)	(15,343,310)
Loss is attributable to:
Owners of Aura Energy Limited		(11,328,908)	(15,145,819)
Non-controlling interests		(295,375)	(197,491)
		(11,624,283)	(15,343,310)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations		(977,840)	1,174,513
Total comprehensive income (loss) for the year, net of tax		(977,840)	1,174,513
Total Comprehensive Loss after income tax for the year attributable to equity holders of the Company		(12,602,123)	(14,168,797)
Total comprehensive income for the year is attributable to:
Owners of Aura Energy Limited		(12,320,038)	(13,974,731)
Non-controlling interests		(282,085)	(194,066)
		(12,602,123)	(14,168,797)
		Cents	Cents
From continuing operations attributable to the ordinary equity holders of the company
Basic and diluted loss per share	7	(1.18)	(1.73)

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the notes to the consolidated financial statements.

 

 

 

 

Consolidated Statement of Financial Position
as at 30 June 2026

	Notes	30 Jun 2026 $	30 Jun 2025 $
Assets
Current assets
Cash and cash equivalents	10	15,973,883	11,740,860
Value Added Tax receivables	11	295,970	194,657
Other current assets	11	204,099	201,291
Total current assets		16,473,952	12,136,808
Non-current assets
Security deposits	11	81,075	81,268
Financial assets	12	200,000	100,000
Plant and equipment		92,858	41,187
Right of use assets	13	81,294	277,690
Exploration and evaluation	14	56,278,075	50,549,459
Total non-current assets		56,733,302	51,049,604
Total assets		73,207,254	63,186,412
Liabilities
Current liabilities
Trade and other payables	15	2,504,097	1,938,729
Provision for employee benefits	8	254,200	130,578
Lease liabilities	13	85,920	196,626
Total current liabilities		2,844,217	2,265,933
Non-current liabilities
Provision for employee benefits	8	19,082	7,812
Lease liabilities	13	-	84,634
Total non-current liabilities		19,082	92,446
Total liabilities		2,863,299	2,358,379
Net assets		70,343,955	60,828,033
Equity
Share capital	16	144,210,473	123,571,260
Other equity		314,346	314,346
Other reserves	17	5,312,254	5,004,992
Accumulated losses		(78,911,657)	(67,763,189)
Capital and reserves attributable to owners of parent		70,925,416	61,127,409
Non-controlling interests		(581,461)	(299,376)
Total equity		70,343,955	60,828,033

The above consolidated statement of financial position should be read in conjunction with the notes to the consolidated financial statements.

Consolidated statement of changes in equity
for the year ended 30 June 2026

 

 

 

		Attributable to owners of Aura Energy Limited					Non-controlling interests $
	Notes	Share capital $	Other equity $	Other reserves $	Accumulated losses $	Total $		Total equity $
Balance at 1 July 2025		123,571,260	314,346	5,004,992	(67,763,189)	61,127,409	(299,376)	60,828,033
Loss after income tax expense for the year		-	-	-	(11,328,908)	(11,328,908)	(295,375)	(11,624,283)
Other comprehensive income for the year, net of tax		-	-	(991,130)	-	(991,130)	13,290	(977,840)
Total comprehensive loss for the year		-	-	(991,130)	(11,328,908)	(12,320,038)	(282,085)	(12,602,123)
Transactions with owners in their capacity as owners
Contributions of equity, net of transaction costs and tax	16	18,868,722	-	-	-	18,868,722	-	18,868,722
Options exercised	16	1,196,940	-	-	-	1,196,940	-	1,196,940
Share based payments		573,551	-	1,478,832	-	2,052,383	-	2,052,383
Lapse of equity based payments		-	-	(180,440)	180,440	-	-	-
Balance at 30 June 2026		144,210,473	314,346	5,312,254	(78,911,657)	70,925,416	(581,461)	70,343,955

The above consolidated statement of changes in equity should be read in conjunction with the notes to the consolidated financial statements.

 

 

Consolidated statement of changes in equity
for the year ended 30 June 2025

		Attributable to owners of Aura Energy Limited					Non-controlling interests $
	Notes	Share capital $	Other equity $	Other reserves $	Accumulated losses $	Total $		Total equity $
Balance at 1 July 2024		104,536,636	314,346	3,645,166	(53,322,418)	55,173,730	(105,310)	55,068,420
Loss after income tax expense for the year		-	-	-	(15,145,819)	(15,145,819)	(197,491)	(15,343,310)
Other comprehensive income for the year, net of tax		-	-	1,171,088	-	1,171,088	3,425	1,174,513
Total comprehensive loss for the year		-	-	1,171,088	(15,145,819)	(13,974,731)	(194,066)	(14,168,797)
Transactions with owners in their capacity as owners
Contributions of equity, net of transaction costs and tax	16	13,569,123	-	-	-	13,569,123	-	13,569,123
Curzon restructuring fees paid in shares		5,384,615	-	-	-	5,384,615	-	5,384,615
Options exercised	16	600	-	-	-	600	-	600
Issue of shares to settle options funding loan	9	80,286	-	-		80,286	-	80,286
Share based payments		-	-	893,786	-	893,786	-	893,786
Lapse of equity based payments		-	-	(705,048)	705,048	-	-	-
Balance at 30 June 2025		123,571,260	314,346	5,004,992	(67,763,189)	61,127,409	(299,376)	60,828,033

The above consolidated statement of changes in equity should be read in conjunction with the notes to the consolidated financial statements.

 

Consolidated statement of cash flows
for the year ended 30 June 2026

 

 

	Notes	30 Jun 2026 $	30 Jun 2025 $
Operating activities
Loss after income tax expense for the year		(11,624,283)	(15,343,310)
Adjustments for:
Depreciation		210,127	178,859
Share based payments	9	2,052,383	6,278,403
Impairment expenses		-	2,640,104
Exchange fluctuations		94,331	(122,516)
Other write offs		-	(45,855)
Finance costs	13	11,678	90,038
Change in operating assets and liabilities:
Decrease/(increase) in other receivables		(101,313)	(106,460)
Decrease/(increase) in other operating assets		(2,808)	(66,846)
Increase/(decrease) in trade and other payables		1,154,721	(16,940)
Increase/(decrease) in employee benefits		134,892	(34,321)
Increase/(decrease) in other operating liabilities		-	(5,960)
Net cash flows used in operating activities		(8,070,272)	(6,554,804)
Investing activities
Payments for exploration and evaluation		(7,426,828)	(10,253,003)
Payments for plant and equipment		(72,082)	(79,513)
Payments for investments	12	(100,000)	(100,000)
Payments for security deposits		-	(23,023)
Net cash used in investing activities		(7,598,910)	(10,455,539)
Financing activities
Proceeds from issue of shares from placement, net of capital raising costs	16	18,913,191	13,597,132
Repayment of options funding agreement		-	(1,221,865)
Exercise of options	16	1,196,940	600
Finance leases	13	(200,086)	(145,309)
Net cash from financing activities		19,910,045	12,230,558
Net increase (decrease) in cash and cash equivalents		4,240,863	(4,779,785)
Cash and cash equivalents, beginning of year		11,740,860	16,470,818
Effects of exchange rate changes on cash and cash equivalents		(7,840)	49,827
Cash and cash equivalents, end of the year	10	15,973,883	11,740,860

The above consolidated statement of cash flows should be read in conjunction with the notes to the consolidated financial statements.

 

Notes to the Consolidated Financial Statements
for the year ended 30 June 2026

Basis of Preparation

This section of the financial report sets out the Group’s (being Aura Energy Limited and its controlled entities) accounting policies that relate to the financial statements as a whole. Where an accounting policy is specific to one Note, the policy is described in the Note to which it relates.

The Notes include information which is required to understand the financial statements and is material and relevant to the operations and the financial position and performance of the Group.

Information is considered relevant and material if:

         The amount is significant due to its size or nature

         The amount is important in understanding the results of the Group

         It helps to explain the impact of significant changes in the Group’s business

         It relates to an aspect of the Group’s operations that is important to its future performance

1.              Corporate Information

The consolidated financial report of Aura Energy Limited for the year ended 30 June 2026 was authorised for issue in accordance with a resolution of directors on 30 September 2026. The directors have the power to amend and reissue the financial statements.

Aura Energy Limited is a “for profit” company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Stock Exchange and the AIM Market of the London Stock Exchange.

Its registered office and principal place of business is Level 2, 28 Cantonment Street, Fremantle WA 6160.

All press releases, financial reports and other information are available at our Shareholders’ Centre on our website: www.auraenergy.com.au

The nature of the operations and principal activities are disclosed in the Directors’ Report.

2.              Reporting Entity

The financial statements are for the Group consisting of Aura Energy Limited and its subsidiaries. A list of the Group’s subsidiaries is provided at note 25.

3.              Basis of preparation

These general purpose financial statements have been prepared in accordance with the Corporations Act and Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (“AIFRS”). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (“IFRS”).

The financial statements have been prepared under the historical cost convention, except for, where applicable, the initial recognition of financial instruments at fair value.

(a)             Basis of consolidation

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Group.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of the subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(b)            Key estimates and judgements

Critical accounting estimates

In the process of applying the Group's accounting policies, management has made a number of judgements and applied estimates of future events. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in the following notes:

         Note 6: Income tax

         Note 9: Share-based payments

         Note 13: Right-of-use assets and lease liabilities

         Note 14: Exploration and evaluation assets

(c)             Foreign currency translation

The financial statements are presented in Australian dollars, which is the functional currency of the entities in the Group.

Foreign currency transactions

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss.

Functional operations

The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.

The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.

(d)            Going concern

The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.

The Group incurred a loss for the year of $11,624,283 (2025: $15,343,310) and a net cash outflow from operating activities of $8,070,272 (2025: $6,554,804) and investing activities of $7,598,910 (2025: $10,455,539). As at 30 June 2026, the Group had surplus working capital of $13,629,735 (2025: $9,870,875).

The Directors, in their consideration of the appropriateness of using the going concern basis for the preparation of the financial statements, have had regard to the following matters:

         The Group continues to progress the development of its Tiris Project. Certain activities such as the completion of basic engineering, vendor test work and operational readiness will continue to be undertaken on the Project in advance of a final investment decision for the Tiris Project.

         It is noted that substantial expenditure to develop the Project will only take place once a final investment decision has been made, following the securing of the required debt and equity funding.

         The Group is in ongoing dialogue with a number of financial institutions and strategic equity investors, including with the US International Development Finance Corporation (DFC) for both debt and strategic equity funding in relation to the Tiris Project. Due diligence and term sheet negotiations are ongoing. Progress is being made towards finding an appropriate debt and equity funding packages to support the Project’s funding needs.

         In a scenario in which funding is not secured, management have prepared a cash flow forecast for the period ending 30 September 2027 which indicates additional funding will be required in Q4 2026 by way of debt, equity or other forms of funding to continue to progress the Group’s projects through to 30 September 2027.

In considering the above and the factors available to the Directors to manage the Group’s risks, the Directors are satisfied it remains appropriate to prepare the financial statements on the going concern basis.

Should the Group be unable to achieve the additional funding referred to above, there is a material uncertainty that may cast significant doubt as to whether the Group will be able to continue as a going concern and, therefore, whether it will realise its assets and discharge its liabilities in the normal course of business.

No adjustments have been made to the financial statements relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.

 

PERFORMANCE FOR THE YEAR

This section provides additional information about those individual line items in the Statement of Comprehensive Income that the directors consider most relevant in the context of the operations of the entity

4.              Segment Information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (“CODM”). The CODM is responsible for allocating resources and assessing performance of the operating segments and has been identified as the Board.

The Group’s operating segments are as follows:

         Uranium – Project consists of the Tiris Uranium Project located in Mauritania of which Aura holds an 85% interest in the Project

         Vanadium – Project consists of the Häggån Polymetallic Project is located in Berg municipality in the province of Jämtland in central Sweden. Aura holds a 100% direct interest in the deposit

         Gold and Base Metals – Project consists of the Tasiast South Gold and Base Metals Project located in Mauritania. The Project comprises of three tenements, including the Nomads Joint Venture, where Aura has earned a 70% interest

         Corporate – corporate expenses and share-based payments are examples of items that are not allocated to operating segments as they are not considered part of the core operation of any segment

 

 

The segment information for the reportable segments for the year ended 30 June 2026 and 30 June 2025 is as follows:

	Uranium $	Vanadium $	Gold & base metals $	Corporate $	Total $
30 June 2026
Total income	-	-	252	300,718	300,970
Operating expenses	(2,391,162)	-	(138,909)	(7,223,221)	(9,753,292)
Share based payments	-	-	-	(2,052,383)	(2,052,383)
Finance costs	(6,285)	-	-	(5,908)	(12,193)
Other expenses	(107,385)	-	-	-	(107,385)
Impairment expenses	-	-	-	-	-
Loss for the year	(2,504,832)	-	(138,657)	(8,980,794)	(11,624,283)
30 June 2026
Total segment assets	45,048,614	12,303,056	91,488	15,764,096	73,207,254
Total segment liabilities	540,842	-	108,491	2,213,966	2,863,299
30 June 2025
Total income	-	481	-	655,752	656,234
Operating expenses	(1,771,017)	(106,684)	(8,030)	(5,036,488)	(6,922,219)
Share based payments	-	-	-	(6,278,403)	(6,278,403)
Finance costs	(15,882)	-	-	(74,155)	(90,037)
Other expenses	(68,774)	-	(7)	-	(68,781)
Impairment expenses	-	-	(2,640,104)	-	(2,640,104)
Loss for the year	(1,855,673)	(106,203)	(2,648,140)	(10,733,294)	(15,343,310)
30 June 2025
Total segment assets	38,919,781	12,208,729	399,238	11,658,664	63,186,412
Total segment liabilities	538,529	93,945	11,393	1,714,512	2,358,379

 

 

5.              Other Income and Expenses

(a)             Corporate and administrative expenses

	30 Jun 2026 $	30 Jun 2025 $
Accounting and audit	(209,339)	(208,447)
Computers and communication	(315,676)	(210,909)
Consultants & Advisors	(917,446)	(1,929,223)
Depreciation	(210,127)	(178,859)
General & Administrative	(381,600)	(253,165)
Insurance	(173,235)	(113,237)
Investor relations	(377,053)	(374,278)
Legal	(1,542,533)	(488,189)
Listing and share registry	(238,608)	(188,969)
Travel and marketing	(1,009,298)	(820,769)
Total corporate and administrative expenses	(5,374,915)	(4,766,045)

(b)     Net finance income/(expenses)

	30 Jun 2026 $	30 Jun 2025 $
Interest income	300,970	637,283
Interest expense	(12,192)	(17,900)
Amortisation of options funding loan agreements	-	(72,137)
Net finance income	288,778	547,246

 

6.              Income tax

(a)             Numerical reconciliation of income tax expense and tax at the statutory rate

	30 Jun 2026 $	30 Jun 2025 $
Loss before tax	(11,624,283)	(15,343,310)
Income tax benefit using the statutory tax rate of 25% (2025:30%)	(2,906,071)	(4,602,993)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Share-based payments	513,096	1,569,601
Impairment expenses	-	660,026
Unrealised currency (gains)/losses	31,184	12,456
Superannuation liability	1,144	(2,532)
Employee leave obligations	33,723	(8,580)
Other	200,074	(209,455)
Subtotal	(2,126,850)	(2,581,477)
Difference in overseas tax rates	5,009	(9,911)
Current and deferred tax expense not recognised	2,121,841	2,591,388
Income tax benefit	-	-

 

 

(b)            Tax losses

	30 Jun 2026 $	30 Jun 2025 $
Unrecognised tax losses	47,611,082	34,835,450
Potential tax benefit @ 25% (2025: 30%)	11,902,770	10,450,635

The potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business test is passed.

 

 

7.              Loss per share

The calculation of basic and diluted loss per share at 30 June 2026 was based on the loss attributable to ordinary shareholders of $11,328,908 (2025: $15,145,819).

The weighted average number of ordinary shares outstanding during the financial year comprised the following:

	30 Jun 2026	30 Jun 2025
Ordinary shares on issue at beginning of year	912,750,141	653,195,984
Effect of share issues	43,734,857	223,868,988
Weighted average number of ordinary shares on issue at the end of the year	956,484,998	877,064,972
Basic and diluted loss per share (cents) (1)	(1.18)	(1.73)

1.               Due to the fact that the Group made a loss, potential ordinary shares from the exercise of options and performance rights have been excluded due to their anti-dilutive effect.

 

EMPLOYEE BENEFITS

This section of the Notes includes information that must be disclosed to comply with accounting standards and other pronouncements relating to the remuneration of employees and consultants of the Group, but that is not immediately related to individual line items in the Financial Statements.

8.              Provision for employee benefits

	30 Jun 2026 $	30 Jun 2025 $
Annual leave	254,200	130,578
Long service leave	19,082	7,812
	273,282	138,390

9.              Share based payment expenses

	30 Jun 2026 $	30 Jun 2025 $
Loan Funded Shares – vesting (a)	24,748	344,454
Curzon restructuring fees paid in shares (b)	-	5,384,615
Shares issued to directors for services	223,551	-
Consultant shares issued for services	350,000	-
Zero Exercise Price Options – vesting (c)	1,454,084	549,334
	2,052,383	6,278,403

(a)             Loan Funded Shares

Aura Energy Limited operates a loan funded equity scheme for directors, executives and senior consultants of the Group. In accordance with the provisions of the plan, as approved by shareholders at a previous annual general meeting, directors, executives and senior consultants may be 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.

No Loan Funded Shares were granted during the year ended 30 June 2026.

 

 

 

2021 Loan Funded Shares

At the AGM on 21 December 2021, the shareholders approved the issue of loan funded shares to directors, executives and senior consultants (“2021 Loan Funded Shares”). The 2021 Loan Funded Shares were issued at $0.25 and have the following vesting conditions:

Tranche	Vesting conditions
Tranches 1, 2 and 3	       Continuous employment/engagement with the Group
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.

The loan funded shares granted have been valued using a Monte Carlo Simulation, taking into account the terms and conditions upon which the loan funded shares were granted. The valuation of 2021 Loan Funded Shares for Key Management Personnel and consultants is summarised as follows:

Key Management Personnel	Tranche 1	Tranche 2	Tranche 3
Share price hurdle	$0.50	$0.75	$1.00
Share price at grant date	$0.245	$0.245	$0.245
Grant date	21 December 2021	21 December 2021	21 December 2021
Expected volatility	145.6%	145.6%	145.6%
Expiry date	21 December 2026	21 December 2026	21 December 2026
Expected dividends	-	-	-
Risk Free interest rate	1.35%	1.35%	1.35%
Value per loan share	$0.2313	$0.2273	$0.1987
Number of loan shares	2,800,000	4,200,000	7,000,000
Consultants	Tranche 1	Tranche 2	Tranche 3
Share price hurdle	$0.50	$0.75	$1.00
Share price at grant date	$0.245	$0.245	$0.245
Grant date	21 December 2021	21 December 2021	21 December 2021
Expected volatility	145.6%	145.6%	145.6%
Expiry date	21 December 2026	21 December 2026	21 December 2026
Expected dividends	-	-	-
Risk Free interest rate	1.35%	1.35%	1.35%
Value per loan share	$0.2313	$0.2273	$0.1987
Number of loan shares	1,200,000	1,800,000	3,000,000

During 30 June 2025, the conditional rights to securities associated with 4,000,000 of the 2021 Loan Funded Shares lapsed and were cancelled, as the conditions have not been met or can no longer be fulfilled.

2022 Loan Funded Shares

At the AGM 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 and had the following vesting conditions:

Tranche	Vesting conditions
Tranches 1, 2 and 3	       Continuous employment/engagement with the Group
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.

The loan funded shares granted have been valued using a Monte Carlo Simulation, taking into account the terms and conditions upon which the loan funded shares were granted. The valuation of 2022 Loan Funded Shares is summarised as follows:

Key Management Personnel	Tranche 1	Tranche 2	Tranche 3
Share price hurdle	$0.50	$0.75	$1.00
Share price at grant date	$0.25	$0.25	$0.25
Grant date	29 November 2022	29 November 2022	29 November 2022
Expected volatility	82%	82%	82%
Expiry date	29 November 2027	29 November 2027	29 November 2027
Expected dividends	-	-	-
Risk Free interest rate	3.18%	3.18%	3.24%
Value per loan share	$0.0765	$0.0874	$0.0991
Number of loan shares	8,800,000	6,600,000	6,600,000

During 30 June 2025, the conditional rights to securities associated with 16,000,000 of the 2022 Loan Funded Shares lapsed and were cancelled, as the conditions have not been met or can no longer be fulfilled.

(b)            Curzon restructure fee

On 15 August 2024, the Company announced the restructure of its uranium offtake agreement with Curzon Uranium Ltd ("Curzon"), significantly increasing the price receivable for planned uranium production at the Tiris Uranium Project and unlocking substantial value for the Project. As part of this, Curzon received a restructuring fee of US$3.5M (A$5.4M) in 29,914,530 shares, priced at A$0.18 per share, issued on 16 August 2024. These shares will be escrowed until the first production from the Project. Refer to note 16 for more details.

 

(c)             Fair value of zero exercise price options granted

1.               Service milestones zero exercise price options

During the year ended 30 June 2026, the Company issued nil (2025: 2,895,350) zero exercise price options (“ZEPOs”) to directors under the vesting conditions as specified in the table below. The options were issued on 27 November 2024 following approval by shareholders at the AGM.