Aura Energy Limited - Financial Report for the Year ended 30 June 2026
RNS Number : 9602WAura Energy Limited30 September 202630 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
+44 7771 317302
GRACosway
Australian investor and media
Bill Frith
+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 issuedAmount paid
for sharesUnlisted 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
- Mr Ousmane M. Kane was appointed as a non-executive independent director on 10 July 2025.
- Ms Michelle Ash was appointed as a non-executive independent director on 16 September 2025.
- Mr Andrew Grove and Mr Bryan Dixon resigned respectively on 20 October 2025 and 25 November 2025.
- 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.
- 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.
- 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.
- 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)).
- 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.
- 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.
- 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
- 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.
- 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.
- 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.
- Mr Mitchell transitioned from Non-Executive Chairman to Executive Chairman effective 10 June 2025.
- 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.
- 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.
- 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%
- Mr Dixon resigned on 25 November 2025.
- Mr Mitchell transitioned from Non-Executive Chairman to Executive Chairman effective 10 June 2025.
- Mr Grove was appointed on 30 January 2024, and resigned on 20 October 2025.
- 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
changesBalance at
the end of
the yearNo.
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
- Includes Loan Funded Shares.
- 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 optionTotal 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
-
-
- Subject to remaining employed or engaged as a Director of the Company 3 years from Vesting Commencement date.
- The options were issued on 25 November 2025 following approval by shareholders at the AGM.
- 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 costs16
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
Accounting Policy
Net financing costs comprise the financing costs, interest on lease liabilities and interest receivable on funds invested.
Interest income is recognised in the statement of comprehensive income as it accrues, using the effective interest method.
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.
Accounting Policy
The income tax expense or benefit for the period is the tax payable or receivable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at the end of the reporting period in the country where the company’s subsidiaries operate and generate taxable income. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities.
Current tax liabilities for the current period and prior periods are measured at the amount expected to be recovered from or paid to taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantially enacted by the balance date.
Deferred income tax is provided on all temporary differences at reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Income taxes relating to items recognised directly in equity are recognised in equity and not profit or loss. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Significant Judgements and Estimates
Deferred tax assets are recognised for deductible temporary differences and carry forward losses only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Balances disclosed in the financial statements and the notes thereto, related to taxation, are based on the best estimates of directors. These estimates take into account both the financial performance and position of the Group as they pertain to current income taxation legislation, and the directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The current income tax position represents the directors’ best estimate, pending an assessment by tax authorities in relevant jurisdictions.
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)
- 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.
Accounting Policy
Basic loss per share is calculated by dividing the profit attributable to the owners of Aura Energy Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial period, adjusted for bonus elements in ordinary shares issued during the financial period.
Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
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
Accounting Policy
Liabilities for employee benefits for wages, salaries and annual leave expected to be settled within 12 months of the reporting date are recognised in employee benefits in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled.
The provision for long service leave represents the vested long service leave entitlements accrued.
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
- 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.
Option Class
Milestone
Description of milestones
Vesting date
Number issued
Grant date
Exercise Price
Underlying share
price
Total Fair Value
Share based payment expense recognised during the period
$
$
$
$
AEEAAG(1)
Service
Subject to remaining employed or engaged as a director of the Company 3 years from the Vesting Commencement Date (1 Jul 2024 – 30 Jun 2027)
30-Jun-27
1,395,350
27-Nov-24
-
0.145
202,326
60,717
AEEAAH(2)
Service
Subject to remaining employed or engaged by the Company 2 years from the Grant Date (27 Nov 2024 - 27 Nov 2026)
27-Nov-26
1,500,000
27-Nov-24
-
0.145
217,500
-
2,895,350
419,826
60,717
- During 30 June 2026, 310,078 ZEPOs lapsed and were cancelled, as the conditions have not been met or can no longer be fulfilled.
- During 30 June 2026, 1,500,000 ZEPOs lapsed and were cancelled, as the conditions have not been met or can no longer be fulfilled.
- Incentive zero exercise price options
During the year ended 30 June 2026, the Company issued 22,411,248 (30 June 2025:19,068,858) zero exercise price options (“ZEPOs”) to Key Management Personnel and staff with 4 milestones under the vesting conditions as detailed below.
2026 grant
- 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.
- 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.
- 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)).
- 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%); and
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
- 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.
- The vesting conditions to award 100% of the ZEPOs had not been met and a 0% vesting probability was applied.
- 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.
The fair value for all ZEPOs at grant date 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 75%
Weighted average risk-free interest rate 3.5%
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.
Option Class
Milestones
Description of milestones
Vesting date/
First exercise dateNumber issued
Grant date
Exercise Price
Fair
value
per optionTotal Fair Value
Share based payment expense recognised during the period
AEEAAG - employees
FID Timing (1)
Final Investment Decision (FID) and associated funding plan at the Tiris Project
30-Sep-27
3,531,750
24-Sep-24
-
$0.15818
558,652
-
Mine Build
Construction of Tiris Project mine against time, cost and quality targets
30-Sep-27
4,238,099
24-Sep-24
-
$0.15818
670,383
258,870
Resource Base
Expansion of resource base at the Tiris Project
30-Sep-27
3,531,750
24-Sep-24
-
$0.15818
558,652
215,725
Häggån
Secure Government decision to mine at the Häggån Project
30-Sep-27
2,825,400
24-Sep-24
-
$0.15818
446,922
172,580
AEEAAG - Exec Chair
Resource Base
Expansion of resource base at the Tiris Project mine against time, cost and quality targets
30-Sep-28
1,262,338
25-Nov-25
-
$0.14580
184,049
38,402
Mine Build (1)
Construction of Tiris Project mine against time, cost and quality targets
30-Sep-28
2,524,675
25-Nov-25
-
$0.14580
368,098
-
Operational readiness
The operational readiness for the Tiris Uranium Project by 30 June 2028 with each hurdle measured individually
30-Sep-28
1,577,922
25-Nov-25
-
$0.14580
230,061
48,003
Häggån
Secure Government decision to mine at the Häggån Project
30-Sep-28
946,753
25-Nov-25
-
$0.14580
138,037
28,802
AEEAAG - employees
Resource Base
Expansion of resource base at the Tiris Project mine against time, cost and quality targets
30-Sep-28
3,219,912
25-Sep-25
-
$0.25870
832,991
210,328
Mine Build (1)
Construction of Tiris Project mine against time, cost and quality targets
30-Sep-28
6,439,824
25-Sep-25
-
$0.25870
1,665,982
-
Operational readiness
The operational readiness for the Tiris Uranium Project by 30 June 2028 with each hurdle measured individually
30-Sep-28
4,024,890
25-Sep-25
-
$0.25870
1,041,239
262,910
Häggån
Secure Government decision to mine at the Häggån Project
30-Sep-28
2,414,934
25-Sep-25
-
$0.25870
624,743
157,746
36,538,246
7,319,809
1,393,367
- At 30 June 2026, the vesting conditions to award 100% of the ZEPOs had not been and is not expected to be met and a 0% vesting probability was applied.
- During 30 June 2026, 4,941,860 ZEPOs lapsed and were cancelled, as the conditions have not been met or can no longer be fulfilled.
Accounting Policy
The Group operates an employee share ownership scheme. Share-based payments to employees are measured at the fair value of the instruments issued and amortised over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using the Barrier Trinomial model. The fair value of loan funded shares is determined using the Monte Carlo simulation.
The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest.
Significant accounting judgements and key estimates
Share based payments
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of loan funded shares is determined by a Monte Carlo simulation. The assumptions and inputs to the models are detailed in note 9.
ASSETS
This section provides additional information about those individual line items in the Statement of Financial Position that the directors consider most relevant in the context of the operations of the entity.
10. Cash and cash equivalents
30 Jun 2026
$30 Jun 2025
$Cash and cash equivalents
15,973,883
11,740,860
15,973,883
11,740,860
Accounting Policy
Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made and have original maturities of less than 3 months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.
11. Trade and other receivables
30 Jun 2026
$30 Jun 2025
$Current
Value Added Tax receivables
295,970
194,657
Other current assets
Prepayments
190,248
189,859
Rental deposit
13,851
11,432
Total other current assets
204,099
201,291
Non-current
Security deposits
81,075
81,268
Accounting Policy
Value added tax receivables
Value-added taxes (VAT) is the generic term for the broad-based consumption taxes that the Group is exposed to such as: Australia (GST); Sweden (MOMS); and Mauritania (VAT).
Revenues, expenses, and assets are recognised net of the amount of VAT, except where the amount of VAT incurred is not recoverable from the relevant country’s taxation authority. In these circumstances the VAT is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of VAT.
Cash flows are presented in the statement of cash flows on a gross basis, except for the VAT component of investing and financing activities, which are disclosed as operating cash flows.
Other receivables
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Security deposits
The security deposits relate to bank guarantees issued to the Ministry of Petroleum, Energy and Mines of the Islamic Republic of Mauritania for its tenements in Mauritania.
12. Financial assets
30 Jun 2026
$30 Jun 2025
$Unlisted equity investments at fair value through profit or loss - NEU
200,000
100,000
In June 2025, the Company entered into a strategic collaboration agreement with Neu Horizon Uranium Ltd (“NEU”), an unlisted private company. The collaboration is aimed at supporting mutual growth and includes joint initiatives across several areas, including:
Engagement with government and regulatory stakeholders
Technical cooperation in uranium extraction and processing
Administrative and operational synergies to enhance efficiency
Joint participation in the 2025 Investor Symposium in Stockholm
This investment aligns with the Company’s broader strategy to build partnerships that strengthen its position in the uranium sector and expand its network within the industry.
A reconciliation of the fair values at the beginning and end of the current and previous financial year are set out below:
30 Jun 2026
$30 Jun 2025
$Opening fair value
100,000
-
Additions
100,000
100,000
Closing fair value
200,000
100,000
Accounting Policy
Financial assets are measured at fair value on initial recognition. Subsequent measurement of financial assets depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial asset or both.
For the purposes of subsequent measurement, the Group’s financial assets are measured at fair value through profit or loss. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss.
This category includes the equity investment which the Group had not irrevocably elected to classify at fair value through OCI. Any dividends on equity investments are also recognised as other income in the statement of profit or loss when the right of payment has been established.
Refer to note 24 for more information on the fair value measurement.
13. Right of use assets and lease liabilities
30 Jun 2026
$30 Jun 2025
$Right of use assets
Opening balance
277,690
218,421
Additions
-
356,351
Write offs
-
(171,276)
Depreciation
(188,837)
(130,252)
Exchange differences
(7,559)
4,446
Closing balance
81,294
277,690
Lease liabilities
Opening balance
281,260
261,735
Initial recognition
-
356,351
Write offs
-
(217,131)
Interest
11,678
17,900
Principal
(200,086)
(145,309)
Exchange differences
(6,932)
7,716
85,920
281,260
Disclosed as:
Current liability
85,920
196,626
Non-current liability
-
84,634
85,920
281,260
Amounts recognised in the statement of comprehensive loss
Depreciation charge of right-of-use assets
188,837
130,252
Interest expense
11,678
17,900
200,515
148,152
The total cash outflow for leases in 2026 was $200,086 (2025: $145,309).
Accounting Policy
Right of use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
Leases
With the exception of short-term leases and leases of low value underlying assets, each lease is reflected on the statement of financial position as a right-of-use asset and a lease liability.
Where a lease has an extension option the Group has used its judgement to determine whether or not an option would be reasonably certain to be exercised. The Group considers all facts and circumstances including any significant improvements, current stage of projects, location, and their past practice to help them determine the lease term. The Group have included all current extension options in determining the lease term.
Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate at commencement date of the lease.
The weighted average incremental borrowing rate applied to lease liabilities was 6.75%.
In the consolidated statement of cash flows, the Group has recognised cash payments for the principal portion of the lease liability within financing activities, cash payments for the interest portion of the lease liability as interest paid within operating activities and short-term lease payments and payments for lease of low-value assets within operating activities.
Short-term leases
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
14. Exploration and evaluation assets
30 Jun 2026
$30 Jun 2025
$Opening net book value
50,549,459
41,894,715
Expenditure capitalised during the year
6,793,008
10,045,093
Impairment expenses (a)
-
(2,640,104)
Exchange differences
(1,064,392)
1,249,755
Closing net book value
56,278,075
50,549,459
The expenditure above relates principally to exploration and evaluation activities. The recoverability of the carrying amount is dependent on successful development and commercial exploitation (or alternatively, through sale of the respective interest).
The Group's exploration properties may be subjected to claim(s) under Native Title (or jurisdictional equivalent), or contain sacred sites, or sites of significance to the Indigenous people of Sweden and Mauritania. As a result, exploration properties or areas within the tenements may be subject to exploration restrictions, mining restrictions and/or claims for compensation. At this time, it is not possible to quantify whether such claims exist, or the quantum of such claims.
(a) Impairment of exploration and evaluation assets
The recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective Area of Interest (“AOI”). Each potential or recognised AOI is reviewed half-yearly to determine whether economic quantities of reserves have been found or whether further exploration and evaluation work is underway or planned to support continued carry forward of capitalised costs. Where a potential impairment is indicated, assessment is performed using a fair value less costs to dispose method to determine the recoverable amount for each AOI to which the exploration and evaluation expenditure is attributed.
During the year ended 30 June 2025, the group identified an indicator of impairment for the Tasiast South Project as no imminent substantive expenditure has been budgeted or planned, given the Group’s focus on its Tiris Uranium and Häggån Polymetallic Projects. The area of interest has been written down to its fair value less costs to dispose. In determining fair value less cost of disposal the Directors had regard to the best evidence of what a willing participant would pay in an arm’s length transaction (Level 3 fair value hierarchy). Where no such evidence was available, areas of interest were written down to nil pending the outcome of any potential future sale arrangements.
An impairment expense of $nil (2025: $2,640,104) was recorded against the carrying value of the exploration assets for the Tasiast South Project. These impairment charges have been recognised in the statement of profit or loss and other comprehensive income with all the carrying value of the Tasiast South Project being impaired to nil.
The Group continues to evaluate its near-term options for maximising the commercial outcomes of its Tasiast South Project and remains in ongoing discussions with its joint venture partner in the Nomads Joint Venture. On 28 August 2025, some of Nomads Mining Company Sarl (“Nomads”) shareholders filed a petition with the Commercial Court of Nouakchott seeking cancellation of the Joint Venture Agreement and damages. The petition has since been dismissed at first instance and on appeal, and a further appeal to the Supreme Court remains on foot. The Group considers the likelihood of any outflow of economic resources to be remote. See note 25(a) for more information.
The Group is actively advancing the development of the Tiris Uranium Project and maintaining ongoing engagement with the Mauritanian Government. Simultaneously, it continues to progress the licensing of the Häggån Polymetallic Project in Sweden.
Accounting Policy
Exploration and evaluation expenditures in relation to each separate area of interest with current tenure are carried forward to the extent that:
such expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or
exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest is continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortisation of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.
In the event that an area of interest is abandoned or, if facts and circumstances suggest that the carrying amount of an exploration and evaluation asset is impaired then the accumulated costs carried forward are written off in the year in which the assessment is made. Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified as “assets under construction” and allocated to the appropriate cash generating unit.
Significant Judgements and Estimates
Exploration and evaluation costs are carried forward where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves.
While there are certain areas of interest from which no reserves have been extracted, the Directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded.
The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined.
Tiris Uranium Project – exploitation permits
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.
Oum Ferkik – exploitation application
The Company has lodged and is awaiting granting of an exploitation application for its Oum Ferkik tenement. It has received confirmation from the Ministry of Petroleum, Mines and Energy that the tenement application has been registered, that all fees due have been paid and in good standing and that the application is expected to be issued in due course. On this basis, the Directors consider that the exploration and evaluation costs relating to tenement not impaired. As of 30 June 2026, the carrying value of the exploration and evaluation assets for the Oum Ferkik tenement was $281,672 (30 June 2025: $281,672).
Häggån K no 1 – exploitation application
On 5 September 2024, the Company announced that it had lodged the Exploitation permit application for Häggån K no 1 with the Swedish Mining Inspectorate. If granted, the Exploitation Permit will secure the tenure over the Häggån Project and be valid for 25 years, pending approval from the Swedish government. The Häggån no 1 exploration license remains active and is valid whilst the exploitation permit is being considered.
On 5 November 2025, the Parliament of Sweden voted to overturn the uranium mining ban effective 1 January 2026. Uranium has now been reclassified as a concessional mineral under the Minerals Act allowing exploration and extraction permits under existing mining laws. With the uranium mining ban lifted, the Group has notified the Swedish Mines Inspectorate that it will seek to have the Häggån exploitation licence application amended to include uranium exploitation within its existing tenure. There is no guarantee that the application will be granted.
Environment issues
Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental legislation, and the directors understanding thereof. At the current stage of the Group’s development and its current environmental impact, the directors believe such treatment is reasonable and appropriate.
Rehabilitation Provision
As at 30 June 2026, the Group had not undertaken activities that had resulted in a material rehabilitation obligation. Accordingly, no rehabilitation provision has been recognised. Rehabilitation obligations will be assessed as development activities progress and obligations arise.
EQUITY AND LIABILITIES
This section provides additional information about those individual line items in the Statement of Financial Position that the directors consider most relevant in the context of the operations of the entity.
15. Trade and other payables
30 Jun 2026
$30 Jun 2025
$Trade payables
1,360,113
1,688,957
Accrued expenses
899,043
168,364
Payroll tax and other statutory liabilities
244,941
81,408
2,504,097
1,938,729
Accounting Policy
Trade payables are initially recognised at fair value and subsequently measured at amortised cost. Trade and other payables are presented as current liabilities unless payment is not due within 12 months.
16. Issued capital
30 Jun 2026
No.30 Jun 2025
No.30 Jun 2026
$30 Jun 2025
$Ordinary shares - fully paid
1,019,441,634
912,750,141
144,210,473
123,571,260
(a) Movement in ordinary shares on issue:
Date
No. of shares
$
Opening balance 1 Jul 2024
787,089,409
104,536,635
Allotment of shares for option underwriting shortfall
09-Jul-24
1,543,958
80,286
Restructuring Curzon offtake agreement (1)
16-Aug-24
29,914,530
5,384,615
Curzon Placement
16-Aug-24
29,914,530
5,384,615
Private placement
17-Dec-24
64,285,714
9,000,000
Exercise of options – AEEO
23-May-25
2,000
600
Transaction costs on share issues
-
(815,491)
Balance at 30 June 2025
912,750,141
123,571,260
- Curzon Restructuring Fee Shares will be escrowed until first production from the Tiris Project.
Date
No. of shares
$
Opening balance 1 July 2025
912,750,141
123,571,260
Curzon options exercised at $0.20
1 Sep 2025
5,982,906
1,196,581
Shares issued to non-executive directors and Executive Chair (1)
22 Dec 2025
1,146,414
223,551
Placement of shares
10 Feb 2026
97,560,976
20,000,000
Issue of shares to consultant for services
10 Feb 2026
2,000,000
350,000
Options exercised
5 Jun 2026
1,197
359
Transaction costs on issue of shares
(1,131,278)
Balance at 30 June 2026
1,019,441,634
144,210,473
- As approved at the AGM on 25 November 2025
Ordinary shares are classified as equity and incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The ordinary shares have no par value and the Company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
(b) Options
Information relating to options issued, exercised, lapsed and outstanding during and at the end of the current and comparative financial year is set out below:
Grant date
Expiry date
Exercise price
Balance at start of year
Granted during the period
Expired during the year
Exercised during the period
Balance at the end of the period
Vested and exercisable at the end of the period
30 June 2026
30-May-24(1)
30-May-26
$0.300
76,124,478
-
(76,123,281)
(1,197)
-
-
16-Aug-24
1-Sep-25
$0.200
5,982,906
-
-
(5,982,906)
-
-
27-Nov-24
30-Jun-29
-
6,337,210
-
(5,251,938)
-
1,085,272
-
27-Nov-24
25-Nov-29
-
1,500,000
-
(1,500,000)
-
-
-
4-Dec-24
30-Jun-29
-
13,722,314
-
-
-
13,722,314
-
3-Jan-25
30-Jun-29
-
404,680
-
-
-
404,680
-
25-Sep-25
30-Jun-30
-
-
16,099,560
-
-
16,099,560
-
25-Nov-25
30-Jun-30
-
-
6,311,688
-
-
6,311,688
-
104,071,588
22,411,248
(82,875,219)
(5,984,103)
37,623,514
-
Weighted average exercise price
$0.23
$-
$0.27
$0.20
$-
$-
Weighted average remaining contractual life:
3.4 years
Grant date
Expiry date
Exercise price
Balance at start of year
Granted during the period
Expired during the year
Exercised during the period
Balance at the end of the period
Vested and exercisable at the end of the period
30 June 2025
30-May-24(1)
30-May-26
$0.300
76,126,478
-
-
(2,000)
76,124,478
76,124,478
16-Aug-24
1-Sep-25
$0.200
-
5,982,906
-
-
5,982,906
-
27-Nov-24
30-Jun-29
-
-
6,337,210
-
-
6,337,210
-
27-Nov-24
25-Nov-29
-
-
1,500,000
-
-
1,500,000
-
4-Dec-24
30-Jun-29
-
-
13,722,314
-
-
13,722,314
-
3-Jan-25
30-Jun-29
-
-
404,680
-
-
404,680
-
76,126,478
27,947,110
-
(2,000)
104,071,588
76,124,478
Weighted average exercise price
$0.30
$0.04
-
$0.30
$0.23
$0.30
Weighted average remaining contractual life:
1.9 years
- These options were exercisable immediately on grant date.
17. Other Reserves
Share based payments
$Foreign currency translation
$Total other reserves
$At 1 July 2024
4,275,763
(630,597)
3,645,166
Currency translation differences
-
1,171,088
1,171,088
Other comprehensive income
-
1,171,088
1,171,088
Transactions with owners in their capacity as owners
Transfer from reserves on exercise of options
(705,048)
-
(705,048)
Share based payments
893,786
-
893,786
At 30 June 2025
4,464,501
540,491
5,004,992
At 1 July 2025
4,464,501
540,491
5,004,992
Currency translation differences
-
(991,130)
(991,130)
Other comprehensive income
-
(991,130)
(991,130)
Transactions with owners in their capacity as owners
Lapse of equity based payments
(180,440)
-
(180,440)
Share based payments
1,478,832
-
1,478,832
At 30 June 2026
5,762,893
(450,640)
5,312,254
Share-based payments
The share-based payment reserve records items recognised as expenses on valuation of share options and loan funded shares issued to key management personnel, other employees and eligible contractors. Refer to note 9 for more details.
Foreign currency translation
Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income as described in note 3 and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.
FINANCIAL INSTRUMENTS
This section of the Notes discusses the Group’s exposure to various risks and shows how these could affect the Group’s financial position and performance.
18. Capital risk management
The Board policy is to maintain a capital base to maintain investor, creditor and market confidence and to sustain future development of the business. Capital consists of ordinary shares and retained earnings (or accumulated losses) as disclosed in notes 16 and 17. The Board manages the capital of the Group to ensure that the Group can fund its operations and continue as a going concern.
There are no externally imposed capital requirements
19. Market risk
Market risk is the risk that changes in market prices such as foreign exchange rates, equity prices and interest rates will affect the Group’s income or value of its holdings of financial instruments.
20. Foreign exchange risk
The Group is exposed to the financial risk related to the fluctuation of foreign exchange rates against the Group’s functional currency, which is the Australian dollar (“AUD”). The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Mauritanian Ouguiya (“MRU”), Swedish Krona (“SEK”), Euro (“EUR”) and Great British Pounds (“GBP”), United States Dollar (“USD”) and South African Rand (“ZAR”).
Foreign exchange risk arises from commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency.
The risk is measured using sensitivity analysis and cash flow forecasting. The Group is also exposed to foreign exchange risk arising from the translation of its foreign operations.
The Group's exposure to foreign currency risk at the end of the reporting year, expressed in Australian dollar, was as follows:
USD
$MRU
$GBP
$SEK
$EUR
$ZAR
$At 30 June 2026
Cash and cash equivalents
806,640
87,675
138
49,675
33,029
-
Trade payables
180,376
291,448
3,585
26,351
-
2,436
At 30 June 2025
Cash and cash equivalents
521,355
61,761
1,583
62,728
35,988
-
Trade payables
909,279
355,168
(31,730)
42,952
-
5,285
The Group has conducted a sensitivity analysis of its exposure to foreign currency risk. The sensitivity analysis is conducted on a currency-by-currency basis using the sensitivity analysis variable, which has been set as 10% change in the respective exchange rates for the year ended 30 June 2026, keeping all the other variables constant.
Estimated impact on profit before tax for the year ending
30 Jun 2026
$30 Jun 2025
$USD/AUD exchange rate - increase 10%
62,626
(38,792)
MRU/AUD exchange rate - increase 10%
(20,377)
(29,341)
GBP/AUD exchange rate - increase 10%
(345)
3,331
SEK/AUD exchange rate - increase 10%
2,332
1,978
EUR/AUD exchange rate - increase 10%
3,303
3,599
ZAR/AUD exchange rate - increase 10%
(244)
(528)
21. Interest rate risk
Exposure to interest rate risk arises on cash and term deposits recognised at reporting date whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments.
The Group’s exposure to interest rates primarily relates to its cash and cash equivalents. The Group has no interest bearing loans or borrowings.
At reporting date, the Group had the following exposure to variable interest rate risk:
30 Jun 2026
$30 Jun 2025
$Cash and cash equivalents
3,173,683
2,740,860
The following sensitivity analysis is based on the interest rate risk exposure in existence at the reporting date. The 1% sensitivity (2025: 1%) is based on reasonably possible changes over a financial year, using the observed range of actual historical rates for the preceding five year period.
At 30 June 2026, an increase/(decrease) of 100 basis points in interest rates on cash and cash equivalents over the reporting period would have increased/(decreased) the Group’s loss and equity by $31,737 (2025: $27,409). The analysis assumes that all other variables remain constant.
22. Credit risk
Credit risk is the risk of potential loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations. The Group’s credit risk is primarily attributable to its liquid financial assets, including cash, receivables, and balances receivable from the government.
The group limits its exposure to credit risk in relation to cash and cash equivalents and other financial assets by investing surplus funds in banks and financial institutions with high credit ratings.
23. Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities.
The Group manages liquidity risk by monitoring forecast cash flows, only investing surplus cash with major financial institutions; and comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
The Board meets on a regular basis to analyse financial risk exposure and evaluate treasury management strategies in the context of the most recent economic conditions and forecasts. The Board’s overall risk management strategy seeks to assist the Group in managing its cash flows.
Financial liabilities are expected to be settled on the following basis:
Weighted average interest rate
%Less than 1 year
$Between 1 and 2 years
$Between 2 and 5 years
$Over
5 years
$Total contract-ual flows
$Carrying amount of liabilities
$As at 30 June 2026
Payables
-
2,504,097
-
-
-
2,504,097
2,504,097
Lease liabilities
6.8%
87,389
-
-
-
87,389
85,920
2,591,486
-
-
-
2,591,486
2,590,017
As at 30 June 2025
Payables
-
1,938,729
-
-
-
1,938,729
1,938,729
Lease liabilities
6.8%
205,458
89,212
-
-
294,670
281,260
2,144,187
89,212
-
-
2,233,399
2,219,989
24. Fair value measurement
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature.
Fair value hierarchy
The following tables detail the Group’s assets and liabilities, measured or disclosed at fair value, using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability.
Level 1
$Level 2
$Level 3
$Total
$2026
Unlisted equity investments – at fair value
-
-
200,000
200,000
-
-
200,000
200,000
2025
Unlisted equity investments – at fair value
-
-
100,000
100,000
-
-
100,000
100,000
There were no transfers between levels during the financial year.
As Neu Horizon Uranium Ltd is not listed on any public exchange and there is no active market for its shares, the investment has been classified as a Level 3 financial asset under the fair value hierarchy in accordance with AASB 13 Fair Value Measurement.
Due to the absence of observable market data, the investment has been measured using a cost approach, which is considered a reasonable approximation of fair value at initial recognition, given that the investment was made on arm’s length terms during the reporting period.
Management will continue to assess the fair value at each reporting date, considering any significant changes in Neu Horizon’s financial position, business developments, or future fundraising activities that may provide new valuation inputs.
Movements in level 3 assets and liabilities during the current and previous financial year are set out below:
Unlisted equity investments
$Total
$At 1 July 2024
-
-
Additions
100,000
100,000
Losses recognised in profit or loss
-
-
At 30 June 2025
100,000
100,000
At 1 July 2025
100,000
100,000
Additions
100,000
100,000
Losses recognised in profit or loss
-
-
At 30 June 2026
200,000
200,000
GROUP COMPOSITION
This section of the Notes includes information that must be disclosed to comply with accounting standards and other pronouncements relating to the structure of the Group, but that is not immediately related to individual line items in the Financial Statements.
25. List of subsidiaries
Name of entity
Place of business/ country of incorporation
Ownership interest held
30 Jun 2026
%30 Jun 2025
%Vanadis Battery Metals AB
Sweden
100
100
Aura Energy Mauritania Pty Ltd
Australia
100
100
Tiris Ressources SA
Mauritania
85
85
Tiris International Mining Company Sarl
Mauritania
100
100
Archaean Greenstone Gold Limited
Australia
100
100
Tiris Zemmour Resources Pty Ltd
Australia
100
100
North East Resources Pty Ltd
Australia
100
100
Mauritanian Services Suarl
Mauritania
100
100
Nomads Mining Company Sarl
Mauritania
70
-
- Nomads Mining Company Sarl
Aura has a farm-in agreement with Nomads Mining Company Sarl, Mauritania, through the Aura subsidiary Archaean Greenstone Gold Limited which has earned a 70% interest in Nomads 100%-owned gold exploration permit at Tasiast South in Mauritania (refer to ASX announcement dated 11 June 2019 titled “Aura completes farm-in and joint venture agreement”). As announced in the Company’s 30 June 2025 Annual Report, the Company has fully impaired its expenditure on these gold assets
On 28 August 2025, some of Nomads Mining Company Sarl (“Nomads”) shareholders 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 an application for the registration of the transfer of 70% of Nomad’s shares to the Company and that in December 2025, the Commercial Court of Nouakchott ruled in favour of the Company and ordered the registration of ownership interest of the Company in the official Register of Commerce. The registration has subsequently been upheld by the Commercial Court of Nouakchott (26 February 2026) and the Commercial Court of Appeal of Nouakchott (11 June 2026); a further appeal to the Supreme Court is pending but does not suspend the registration. Philip Mitchell is registered as the sole “gerant” of Nomads. The exploration and evaluation asset relating to the Tasiast South Project was fully impaired in FY2025. The matter will continue to be monitored and the Company will reassess its position if circumstances change.
26. Parent entity information
The financial information for the parent entity, Aura Energy Limited, has been prepared on the same basis as the consolidated financial statements, except as set out below.
30 Jun 2026
$30 Jun 2025
$Results of the parent entity
Loss after income tax
(12,602,123)
(14,168,798)
Total comprehensive loss
(12,602,123)
(14,168,798)
Statement of Financial Position
Current assets
15,400,075
11,392,732
Non-current assets
57,087,232
51,149,813
Total assets
72,487,307
62,542,545
Current liabilities
2,124,270
1,653,224
Non-current liabilities
19,082
61,288
Total Liabilities
2,143,352
1,714,512
Net assets
70,343,955
60,828,033
Equity
Contributed equity
144,210,472
123,571,260
Other equity
314,346
314,346
Reserves
5,762,894
4,464,501
Accumulated losses
(79,943,757)
(67,522,074)
Total equity
70,343,955
60,828,033
(a) Investments in subsidiaries, associates and joint venture entities
Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the parent entity’s financial statements.
(b) Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
There are cross guarantees given by Aura Energy Limited, Archaean Greenstone Gold Limited, Aura Energy Mauritania Pty Ltd, Tiris Zemmour Resources Pty Ltd and North East Resources Pty Ltd as described in note 27. No deficiencies of assets exists in any of these companies.
(c) Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2026 (2025: nil) other than those disclosed in note 30.
(d) Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2026 (2025: nil).
The accounting policies of the parent entity are consistent with those of the Group.
27. Deed of cross guarantee
Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785, relief has been granted to these controlled entities of Aura Energy Limited from the Corporations Act requirements for preparation, audit and publication of accounts.
As a condition of the Instrument, Aura Energy Limited and the controlled entities subject to the Class Order, entered into a deed of cross guarantee on 28 June 2024. The effect of the deed is that Aura Energy Limited has guaranteed to pay any deficiency in the event of winding up of these controlled entities. The controlled entities have also given a similar guarantee in the event that Aura Energy Limited is wound up. By entering into the deed, these specific wholly-owned entities have been relieved from the requirement to prepare a financial report and directors’ report under Instrument 2016/785 (as amended) issued by the Australian Securities and Investments Commission.
The entities subject to the deed, together comprising the closed group, are Aura Energy Limited, Archaean Greenstone Gold Limited, Aura Energy Mauritania Pty Ltd, Tiris Zemmour Resources Pty Ltd and North East Resources Pty Ltd.
The consolidated income statement of the entities that are members of the ‘Deed’ are as follows:
30 Jun 2026
$30 Jun 2025
$Consolidated Income Statement and Comprehensive Income
Expenses
FX gains (losses)
4,823
18,951
Employee benefits
(2,903,915)
(933,476)
Corporate & administrative expenses
(5,900,056)
(3,250,612)
Impairment expenses
(2,070,235)
(5,026,159)
Share based payment expenses
(2,052,383)
(6,278,403)
Operating loss
(12,921,766)
(15,469,699)
Finance income
300,719
636,802
Finance expense
(5,908)
(74,155)
Net finance income/(expenses)
294,811
562,647
Loss before income tax expense
(12,626,955)
(14,907,052)
Income tax expense
-
-
Loss after income tax expense
(12,626,955)
(14,907,052)
Total comprehensive loss for the year
(12,626,955)
(14,907,052)
Summary of movement in accumulated losses
Accumulated losses at beginning of year
(69,862,955)
(55,660,956)
Net loss
(12,626,955)
(14,907,052)
Transfer from reserves on lapse of loan funded shares
180,439
705,053
Accumulated losses at end of year
(82,309,471)
(69,862,955)
The consolidated statement of financial position of the entities that are members of the ‘Deed’ are as follows:
30 Jun 2026
$30 Jun 2025
$Assets
Current assets
Cash and cash equivalents
15,093,082
11,167,659
Receivables
129,652
35,351
Other current assets
177,967
190,218
Total current assets
15,400,701
11,393,228
Non-current assets
Security deposits
77,901
77,901
Plant and equipment
20,781
28,662
Right of use assets
50,479
114,247
Other financial assets
20,197,737
18,745,233
Exploration and evaluation
34,373,999
29,842,393
Total non-current assets
54,720,897
48,808,436
Total assets
70,121,598
60,201,664
Liabilities
Current liabilities
Trade and other payables
1,984,866
1,476,714
Employee benefits
85,933
114,387
Lease liabilities
53,476
62,124
Total current liabilities
2,124,275
1,653,225
Non-current liabilities
Employee benefits
19,082
7,812
Lease liabilities
-
53,475
Total non-current liabilities
19,082
61,287
Total liabilities
2,143,357
1,714,512
Net assets
67,978,241
58,487,152
Equity
Share capital
144,210,472
123,571,260
Other equity
314,346
314,346
Other reserves
5,762,894
4,464,501
Accumulated losses
(82,309,471)
(69,862,955)
Total equity
67,978,241
58,487,152
OTHER INFORMATION
This section of the Notes includes other information that must be disclosed to comply with accounting standards and other pronouncements, but that is not immediately related to individual line items in the Financial Statements.
28. Commitments
Minimum exploration commitments
In order to maintain current rights of tenure to exploration tenements, the Group is required to perform exploration work to meet the minimum expenditure requirements specified by various governments. These amounts are subject to negotiation when application for a lease application and renewal is made and at other times. These amounts are not provided for in the financial report and are payable.
30 Jun 2026
$30 Jun 2025
$Within one year
109,988
175,450
One to five years
364,275
175,450
Total exploration commitments
474,263
350,900
To the extent that expenditure commitments are not met, tenement areas may be reduced and other arrangements made in negotiation with the relevant government departments on renewal of tenements to defer expenditure commitments or partially exempt the Company. Where the group decides to relinquish a tenement the commitment will be reduced accordingly.
29. Remuneration of auditors
30 Jun 2026
$30 Jun 2025
$Audit services – Hall Chadwick WA Audit Pty Ltd
Audit and review of the financial statements
76,959
74,080
Other services
Tax compliance services
-
-
Other
-
500
Total remuneration of Hall Chadwick WA Audit Pty Ltd
76,959
74,580
30. Contingent liabilities
Tiris International Mining Company sarl
On 25 June 2016, the Group, Tiris International Mining Company sarl ("TIMCO") and Sid Ahmed Mohamed Lemine Sidi Reyoug executed the Tasiast South sale and purchase agreement. TIMCO holds tenements 2457 (Hadeibet Bellaa) and 2458 (Touerig Taet), granted by the Ministry of Petroleum, Energy and Mines.
Under the terms and conditions of the agreement, if the Group proves up an 'Indicated Resource' greater than one million ounces of gold, it will be required to pay Sid Ahmed Mohamed US$250,000 and, on commencement of production, US$5/ounce of gold and a 0.4% net sales revenue royalty on other commodities with total royalty payments capped to a maximum of US$5 million.
31. Related party transactions
(a) KMP remuneration
The key management personnel compensation is as follows
30 Jun 2026
$30 Jun 2025
$Short term employee benefits
1,646,945
1,243,119
Consulting fees
195,078
40,000
Post employment benefits
93,572
98,048
Termination benefits
410,000
-
Share based payments
560,124
619,829
Total
2,905,719
2,000,996
(b) Individual Directors and executive’s compensation disclosures
Information regarding individual directors and executive’s compensation and some equity instruments disclosures as required by Corporations Regulations 2M.3.03 is provided in the Remuneration Report section of the Directors’ Report above.
Apart from the details disclosed in this note and in the Remuneration Report, no director has entered into a material contract with the Company since the end of the previous financial year and there were no material contracts involving directors’ interests existing at the end of the current period.
(c) Receivable from and payable to related parties
The outstanding balance due to Philip Mitchell for Executive Chairman and Director fees as at 30 June 2026 was $159,000 (2025: $29,167).
(d) Other transactions
During the year ended 30 June 2026 and 30 June 2025, the Group engaged Mr Bryan Dixon for additional consulting services relating to governance and corporate advisory activities, amounting to $20,086 (2025: $40,000).
During the year ended 30 June 2026, the Group engaged Mr Ousmane Kane for additional consulting services relating to corporate advisory and strategic activities, amounting to $174,992 (2025: nil)
During the year ended 30 June 2026, the Group engaged Liesl Kemp, a related party of the former Managing Director and CEO, as a casual employee to provide investor relations support services, in replacement of an external consulting group. The engagement was established on arm’s length terms, with remuneration aligned to market rates for comparable roles. Total remuneration paid during the period was $33,600 inclusive of superannuation (30 June 2025: $41,076).
(e) Terms and conditions with related parties
Transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at year-end are unsecured and interest-free and settlement occurs in cash and are presented as part of trade payables.
32. Events after the reporting period
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.
There were no other matters or circumstances which have occurred subsequent to balance date that have or may significantly affect the operations or state of affairs of the Group in subsequent financial years.
ACCOUNTING POLICIES
This section of the Notes includes information that must be disclosed to comply with accounting standards and other pronouncements relating to new and revised accounting standards and their impact.
33. Changes in Accounting Policies
In the year ended 30 June 2026, the directors have reviewed all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board that are relevant to the Group and effective for the current annual reporting period.
The directors have determined that there is no material impact of the new and revised Standards and Interpretations on the Group and therefore no change is necessary to the Group’s accounting policies.
34. New Accounting Standards and Interpretations
Australian Accounting Standards and Interpretations most relevant to the Group that have recently been issued or amended but are not yet effective and have not been adopted by the Group for the year ended 30 June 2026 are outlined below.
There are no standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
35. Other material accounting policies
(a) Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
(b) Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off.
Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.
Impairment of financial assets
The carrying amounts of the Group’s non-financial assets, other than deferred tax assets (Note 6 Income tax) and exploration and evaluation assets (Note 14 Exploration and evaluation) are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.
A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups. Impairment losses are recognised in the income statement, unless the asset has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through the income statement. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis.
The recoverable amount of an asset or cash-generating unit is the greater of its fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation and amortisation, if no impairment loss had been recognised.
(c) Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
(d) Plant and equipment
Recognition and Measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset.
Subsequent Costs
Subsequent expenditure is only capitalised when it is probable that the future economic benefits associated with the expenditure will flow to the Group. Ongoing repairs and maintenance are expensed as incurred.
Depreciation
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The expected useful lives in the current and comparative period are as follows:
IT equipment 2 – 3 years
Plant and equipment 2 – 3 years
Motor vehicle 5 years
The estimated useful lives, depreciation methods and residual values are reviewed at the end of each reporting period.
Consolidated entity disclosure statement
for the year ended 30 June 2026
Name of entity
Type of entity
Trustee, partner or participant in JV
% of share capital
Place of Incorpo-ration
Australian
resident or
foreign
resident (2)Foreign jurisdic-tion(s) of foreign residents
Aura Energy Limited (1)
Body Corporate
-
n/a
Australia
Australian
n/a
Vanadis Battery Metals AB
Body Corporate
-
100
Sweden
Foreign
Sweden
Aura Energy Mauritania
Pty LtdBody Corporate
-
100
Australia
Australian
n/a
Tiris Ressources SA
Body Corporate
-
85
Mauritania
Foreign
Mauritania
Tiris International Mining Company Sarl
Body Corporate
-
100
Mauritania
Foreign
Mauritania
Archaean Greenstone
Gold LimitedBody Corporate
-
100
Australia
Australian
n/a
Tiris Zemmour Resources Pty Ltd
Body Corporate
-
100
Australia
Australian
n/a
North East Resources
Pty LtdBody Corporate
-
100
Australia
Australian
n/a
Mauritanian Services Suarl
Body Corporate
-
100
Mauritania
Foreign
Mauritania
Nomads Mining Company Sarl
Body Corporate
-
70
Mauritania
Foreign
Mauritania
- Aura Energy Ltd has a branch in Mauritania which is subject to tax in Mauritania.
- The proposed disclosure is made solely for the purposes of the 30 June 2026 CEDS disclosures and are not representative, conclusive or determinative of the residency of these entities for Australian tax purposes.
BASIS OF PREPARATION
This consolidated entity disclosure statement (“CEDS”) has been prepared in accordance with the Corporations Act and includes information for each entity that was part of the consolidated entity as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements.
DETERMINATION OF TAX RESIDENCY
Section 295 (3A)(vi) of the Corporation Act defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there are different interpretations that could be adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
- Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance in Tax Ruling TR 2018/5.
- Foreign tax residency
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its determination of tax residency to ensure applicable foreign tax legislation has been complied with (see section 295(3A)(vii) of the Corporations Act).
PARTNERSHIPS AND TRUSTS
Australian tax law generally does not contain corresponding residency tests for partnerships and trusts and these entities are typically taxed on a flow-through basis.
Additional disclosures on the tax status of partnerships and trusts have been provided where relevant.
Directors’ Declaration
In the directors' opinion:
- the financial statements and notes set out above are in accordance with the Corporations Act, including:
- complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
- giving a true and fair view of the consolidated entity’s financial position as at 30 June 2026 and of its performance for the financial year ended on that date, and
- there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable
- the consolidated entity disclosure statement on page 85 to 86 is true and correct, and
- at the date of this declaration, there are reasonable grounds to believe that the members of the closed group identified in note 27 will be able to meet any obligations or liabilities to which they are or may become subject to, by virtue of the Deed of Cross Guarantee.
Note 3 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.
The directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act.
This declaration is made in accordance with a resolution of the directors.
Philip Mitchell
Executive Chair
30 September 2026
Perth
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