Nickel Industries LimitedASX: NIC

28/08/2025 - Half Year Financial Report

· Issued by Nickel Industries Limited


28 August 2025

ASX Limited 20 Bridge Street

Sydney NSW 2000 (41 pages)

HALF YEAR FINANCIAL REPORT

Highlights: 6 Months to 6 Months to 30 June 2025 30 June 2024 US$m US$m
  • Nickel Industries Group Results:

    • Sales revenue: 829.7 843.3

    • Gross profit: 114.8 96.3

    • Operating profit: 98.7 87.8

    • Profit after tax: 25.5 14.0

    • Adjusted EBITDA: 159.3 155.7

      30 June 2025 31 December 2024 US$m US$m
  • Nickel Industries Group Balance Sheet:

    • Total assets: 3,837.1 3,896.2

    • Net assets: 2,532.5 2,548.2

  • 66,450 tonnes of finished nickel metal produced in NPI and MHP

  • 11.6 million tonnes of saprolite and limonite ore mined at the Hengjaya Mine

  • ENC project ready to commence staged commissioning



Yours sincerely

Richard Edwards Company Secretary

NICKEL INDUSTRIES LIMITED

ABN 44 127 510 589

Level 2, 66 Hunter Street Sydney NSW 2000 Australia

T +61 2 9300 3311

F +61 9221 6333

E info@nickelindustries.com

W https://www.nickelindustries.com



Appendix 4D Half Year Report

Name of entity

NICKEL INDUSTRIES LIMITED

ABN or equivalent company reference

Financial half year ended ('current period')

44 127 510 589

30 JUNE 2025

Results for announcement to the market

Revenues from ordinary activities down 1.6% to US$829.7M

Profit from ordinary activities after tax attributable to up 119.3% to US$11.3M members

Net profit for the period attributable to members up 119.3% to US$11.3M

Dividends (distributions)

Amount per security

Franked amount per security

Final dividend Interim dividend

N/A Nil¢

N/A Nil¢

Previous corresponding period

Final dividend Interim dividend

N/A A$0.025

N/A Nil¢

Record date for determining entitlements to the N/A dividend.

Brief explanation of any of the figures reported above and short details of any bonus or cash issue or other item(s) of importance not previously released to the market:

Refer attached reports.

NTA backing

Current period

Previous corresponding period

Net tangible asset backing per ordinary security

US$0.567

US$0.642

Additional information supporting the Appendix 4D disclosure requirements can be found in the Directors' Report and the consolidated financial statements for the half-year ended 30 June 2025.

This report is based on the consolidated financial statements for the half-year ended 30 June 2025 which have been reviewed by KPMG.

NICKEL INDUSTRIES LIMITED

and its controlled entities

A.B.N. 44 127 510 589

INTERIM FINANCIAL REPORT FOR THE HALF YEAR ENDED 30 JUNE 2025

Table of Contents

Directors' Report 3

Lead Auditor's Independence Declaration 11

Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income 12

Condensed Consolidated Interim Statement of Financial Position 13

Condensed Consolidated Interim Statement of Changes in Equity 14

Condensed Consolidated Interim Statement of Cash Flows 15

Notes to the Consolidated Interim Financial Statements 16

Directors' Declaration 36

Independent Auditor's Review Report 37

Corporate Directory 39

The Directors of Nickel Industries Limited (Nickel Industries or the Company) and its subsidiaries (the Group) submit their financial report for the half year ended 30 June 2025 and the Auditor's Review Report thereon.

All amounts are reported in US$ unless otherwise stated. DIRECTORS

The names of the Directors of the Company in office during the half year period and until the date of this report were:

Norman Seckold - Chairman and Executive Director since 12 September 2007 Justin Werner - Managing Director since 23 August 2012

Christopher Shepherd - Executive Director since 23 December 2022 James Crombie - Non-Executive Director since 23 May 2008 Emma Hall - Non-Executive Director since 11 June 2024

Dasa Sutantio - Non-Executive Director from 29 May 2020 to 11 March 2025 Haijun Wang - Non-Executive Director since 1 November 2023

Muliady Sutio - Non-Executive Director since 21 September 2023 Xu Yuanyuan - Non-Executive Director since 26 April 2018 William Shangjaya - Non-Executive Director since 9 May 2023

RESULTS

The profit of the Group for the half year after providing for income tax amounted to $25,503,730 (2024 - $14,047,242).

REVIEW OF OPERATIONS

During and following the half year ended 30 June 2025, significant milestones were achieved as follows:

Highlights:

  • The Company's processing operations produced a combined 66,450 tonnes of nickel metal. 62,257 tonnes of this was nickel in NPI and 4,193 tonnes of attributable nickel in MHP. Adjusted EBITDA1for the half year period was $78.3m for RKEF operations and the Company's combined attributable EBITDA from HPAL operations (its 10% interest in the HNC HPAL and its NIC trading division) was $27.1m.

  • 11,572,453 wet metric tonnes (wmt) of nickel ore were mined at the Hengjaya Mine (2,334,738 wmt of saprolite ore and 9,237,715 wmt of limonite ore) and 5,862,644 wmt of nickel ore were sold (2,751,591 wmt of saprolite ore and 3,111,053 wmt of limonite ore). Adjusted EBITDA from the Hengjaya Mine for the year was $70.3m.

  • In February 2025, the Company declared a final dividend of A$0.015 per share, with respect to the full year 2024 financial result, taking the total dividends for 2024 to $0.04 per share. At the same time, the Company implemented a Dividend Reinvestment Plan, whereby shareholders could elect to subscribe for additional ordinary shares in the Company in lieu of receiving a cash payment.

‌1 Adjusted EBITDA is defined by the Company as profit/(loss) for the period, plus depreciation and amortisation costs, plus impairment, plus foreign exchange gains/(losses), plus interest income/(expenses), plus withholding tax expense. This non-IFRS financial measure, which is referred to throughout the directors' report, is used internally by management to assess the performance of the Group's business and make decisions on allocation of resources. This non-IFRS measure has not been subject to audit or review.

Safety

The Company-wide 12-month lost time injury frequency rate (LTIFR) as at the end of June 2025 was 0.05, with no lost time injuries (LTI) recorded during the quarter, against 4.6 million work hours registered. For the twelve months to 30 June 2025, there were 18.6 million work hours registered, with one LTI occurring.

The Company-wide 12-month rolling total recordable injury frequency rate (TRIFR) as at the end of June 2025 was 1.29.

The Hengjaya Mine has recorded over 22.6 million work hours since the last reported LTI in November 2021. The Company will continue to strengthen its 'best practice' mining and processing standards. All the operations are focused on safety training, risk assessments and change management. The Company is committed to continuous improvement in all operations and will continue to work collaboratively with stakeholders to drive positive environmental, safety, social, and governance outcomes.

Sustainability

Third Green PROPER rating

In February, the Company's Hengjaya Mine was awarded a third consecutive Green PROPER Award from the Ministry of Environment and Forestry, which indicates beyond compliance practices in terms of ESG implementation and reporting. The Hengjaya Mine became the sole entity from Morowali and the only mining company from Central Sulawesi to achieve this rank, confirming its growing status as a showpiece mine for responsible and sustainable nickel mining in Indonesia. The ESG leading awards will further support the Hengjaya Mine's application to increase the annual mining quota from 9 million wmt to 19 million wmt. The Green PROPER rating places Nickel Industries among the industry's sustainability leaders and positions the Company well for future Gold PROPER candidacy.

Performance and Awards

The Company's leadership in sustainability has been further acknowledged through multiple awards during the year. A major milestone was achieved with Nickel Industries' inclusion in the Fortune Indonesia Change the World 2024 list, a prestigious recognition that highlights companies making a meaningful impact on society and the environment while maintaining strong business performance. This accolade reflects the Company's ongoing efforts to drive sustainable mining practices and community development initiatives. In February, the Company's Hengjaya Mine gained international recognition in Vietnam, receiving an award for outstanding corporate social responsibility in Asia. This achievement underscores the Company's proactive approach in supporting local communities, improving health and education standards, and driving sustainable economic development.



PROPER and Fortune Indonesia Award ceremonies

RKEF OPERATIONS

(80% indirect interest held by Nickel Industries)

During the half year, the Company's RKEF operations delivered production of 522,601 tonnes of NPI with 62,257 tonnes of nickel metal, just below 2024's 63,814 tonnes of nickel metal. Adjusted EBITDA from RKEF operations was $78.3m for the half year period ended 30 June 2025 (30 June 2024: $109.0m). The decrease in Adjusted EBITDA was driven by a 5% decrease in sale price, 4% decrease in sales volume and 4% increase in cash costs, predominantly driven by higher nickel ore costs.

Production

Units

2024

2025

NPI production

tonnes

518,199

522,601

Nickel grade

%

12.3

11.9

Total nickel production

tonnes

63,814

62,257

Cash costs

$/t Ni

9,716

10,117

Sales

Units

2024

2025

Wtd. Avg contract price

$/t Ni

11,290

11,350

Sales

tonnes

65,032

62,641

Revenue

US$m

731.9

708.8

Adjusted EBITDA

US$m

109.0

78.3

Adjusted EBITDA/t

$/t Ni

1,677

1,251





HPAL OPERATIONS

Huayue Nickel Cobalt (10% indirect interest held by Nickel Industries)

HNC distributes offtake to shareholders on a pro-rata ownership basis, with Nickel Industries holding a 10% interest via its trading entity Tsing Creation (NIC trading division). This division's profit is driven by profit on provisional sales during the quarter and final contract settlements from previous quarters. Since operating the NIC trading division in October 2023, we have incrementally profited approximately US$2,300/t Ni on mixed hydroxide precipitate (MHP) sales. During 2025, the NIC trading division has delivered an incremental profit of approximately US$1,400/t Ni (contract profits ranging from US$1,200/t Ni to US$1,600/t Ni).

During the half year, HNC produced 41,934 tonnes of nickel and 3,799 tonnes of cobalt in MHP, outperforming nameplate capacity (60,000 tonnes of nickel per annum) by 40%. Combined operating cash costs increased by 7% period on period, primarily due to higher sulphur costs. Meanwhile, the MHP sale price remained stable, supported by higher metal payability against weaker nickel prices.

HNC EBITDA for the half year of US$4,562/t Ni was in line with the prior year, with improved MHP prices offsetting higher operating costs. The increase in the NIC trading division EBITDA for the period from US$4.5m to US$8.0m, was driven by final contract settlements from previous months. Ignoring the quarterly timing impacts, the quarterly "underlying" combined HPAL margin is estimated at approximately US$5,962/t Ni (including the NIC trading division's 2025 average profit of approximately US$1,400/t Ni).

Production

Units

2024

2025

HNC production (100%)

Ni tonnes

41,172

41,934

Co tonnes

3,669

3,799

Attributable HNC production (10%)

Ni tonnes

4,117

4,193

Co tonnes

367

380

Cash cost

$/t Ni

7,155

7,536

Sales

Units

2024

2025

HNC sales (100%)

Ni tonnes

39,541

43,611

Co tonnes

3,524

3,962

Attributable HNC sales (10%)

Ni tonnes

3,954

4,361

Co tonnes

352

396

NIC trading division sales

Ni tonnes

3,270

3,238

Co tonnes

282

299

Production

Units

2024

2025

HNC EBITDA (100%)

US$m

181.1

191.3

HNC EBITDA/t

US$/t Ni

4,580

4,562

Attributable HNC EBITDA (10%)

US$m

18.1

19.1

NIC trading division EBITDA

US$m

4.5

8.0

Combined attributable EBITDA

US$m

22.6

27.1

Excelsior Nickel Cobalt Project (44% indirect interest currently held by Nickel Industries)2

During the half year, all major equipment at the HPAL smelter was mounted, including the final Autoclave, enabling the connection of major process equipment via pipe racks and bridges. Feed preparation, autoclaves, CCD, reactors, thickeners and product packaging plants are all proceeding well. Sulphur incineration and power plant erection continued, with the power infrastructure now well underway throughout the facility. At the integrated refinery, installation continued for additional electrolysis cells, and the solvent extraction process is nearing completion. Feed preparation, solvent extraction and electrolysis well advanced and almost ready to commence commissioning in the coming months.



ENC HPAL smelter construction progress



ENC integrated refinery construction progress

‌2 The Company is scheduled to move to a 55% equity interest in ENC by 1 April 2026.

MINING OPERATIONS

Hengjaya Mine (80% interest held by Nickel Industries)

During the half year, the Company's Hengjaya Mine increased production and sales 90% and 81% respectively. Despite the increase, sales were negatively impacted by customer downtime during March and April, which meant the majority of limonite sales occurred in the other months. Nickel ore grades decreased due to mining a lower-grade pit area, however grades are expected to improve in August with the opening of a higher-grade mining pit area.

The nickel ore prices are based on the Indonesian benchmark price plus a local premium. During the half year, the saprolite contract price decreased 20%, driven by a reduction in the local premium and a reduction in nickel grade. The limonite contract price increased 31%, driven by an increase in demand and partially offset by a reduction in nickel grade. Despite the decrease in average sale price, this was offset by 19% decrease in operating costs. Adjusted EBITDA for the half year of US$70.3m was 76% higher than the US$39.9m reported in the comparable period.

Production

Units

2024

2025

Saprolite production

wmt

1,906,190

2,334,738

Limonite production

wmt

4,177,937

9,237,715

Total production

wmt

6,084,127

11,572,453

Overburden

BCM

755,582

1,304,621

Strip ratio

BCM/wmt

0.12

0.11

Sales

Units

2024

2025

Saprolite sales

wmt

2,029,529

2,751,591

Limonite sales

wmt

1,216,733

3,111,053

Total sales

wmt

3,246,263

5,862,644

Saprolite grade

%

1.54

1.44

Limonite grade

%

1.15

1.13

Saprolite sale price

US$/wmt

32.7

26.0

Limonite sale price

US$/wmt

17.7

23.1

Average sale price

US$/wmt

27.1

24.5

Unit operating costs

US$/wmt

14.9

12.5

Adjusted EBITDA

US$m

39.9

70.3

Adjusted EBITDA/wmt

US$/wmt

12.3

12.0

During the period the Company has continued to progress the increase in the Hengjaya Mine's sales quota (RKAB) from 9 million wmt per annum to 19 million wmt per annum. The feasibility study for this was approved in March, and the environmental study (AMDAL) was lodged in early August. The final step will be the issuance of the revised RKAB. The Company anticipates this in coming months, but should this be delayed further than the mine reaching its current sales quota of 9 million wmt per annum sales would need to cease until the revised RKAB has been received or the end of the current year.

Sampala Project (Nickel Industries with rights to acquire a 60% interest)

The Sampala Project continues to progress well, with the Company completing a detailed mine plan for the PT Erabaru Timur Lestari (ETL) IUP, targeting a production license of 6 million wmt per annum. The mine plan, along with the accompanying feasibility study, has been submitted to the Indonesian Mines Department. The Company is hopeful of receiving approval for the feasibility study in the coming months.

Construction of 8km of haul road, a 60-metre bridge, internal road systems and stage one accommodation is progressing well. The construction activities have resulted in the creation of approximately 450 new jobs. During the half year period 2,189 drill holes were completed for 61,887 metres.

Further details on the Sampala acquisition can be found on the Company's website (ASX Announcement - 17 September 2024)and (ASX Announcement - 5 February 2025).



Sampala haul road construction

Siduarsi Project (51% interest held by Nickel Industries, with rights to move to 100%)

During the quarter, the Company continued to advance approval of its feasibility study, which will target a production license of 3 million wmt of ore per annum. Surface sampling commenced on a new exploration area of approximately 1,200 hectares to the northwest of the current IUP, with 43 kms of ground penetrating radar surveying planned to be completed in the second half of 2025.

Further details on the Siduarsi acquisition can be found on the Company's website (ASX Announcement - 23 September 2024).

SUBSEQUENT EVENTS

  • On 1 July 2025 the Company issued 1,000,000 ordinary shares to Director and CFO Chris Shepherd, following the vesting of 1,000,000 share rights.

  • In July 2025 the Company announced that the construction of the integrated nickel refinery at the ENC project reached a point at which staged commissioning could commence, but that with the issuance of ENC's Izin Usaha Industri (IUI), which is an industrial business licence that allows commercial sales to be undertaken, commissioning would be delayed until the IUI was in place, with focus then on the completion of the HPAL smelter and sulphate circuit. The Company expects the IUI to be issued early in Q1 of 2026.

Other than the matters detailed above, there has not arisen in the interval between the end of the half year and the date of this report any other item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of the Group, the results of those operations, or the state of affairs of the Group, in future financial years.

LEAD AUDITOR'S INDEPENDENCE DECLARATION

A copy of the Lead Auditor's Independence Declaration on page 11 as required under Section 307C of the Corporations Act 2001 is attached to and forms part of the Directors' Report for the half-year ended 30 June 2025.

Signed in accordance with a resolution of the Directors.



Norman Seckold Justin Werner

Chairman Managing Director

Sydney, 28 August 2025



Lead Auditor's Independence Declaration under Section 307C of the Corporations Act 2001

To the Directors of Nickel Industries Limited

I declare that, to the best of my knowledge and belief, in relation to the review of Nickel Industries Limited for the Interim Period ended 30 June 2025 there have been:

  1. no contraventions of the auditor independence requirements as set out in the

    Corporations Act 2001 in relation to the review; and

  2. no contraventions of any applicable code of professional conduct in relation to the review.



KPMG Adam Twemlow

Partner

Brisbane

28 August 2025

11

KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.

AND OTHER COMPREHENSIVE INCOME FOR THE HALF YEAR ENDED 30 JUNE 2025

US$

Notes

6 months to

30 June

2025

$

6 months to

30 June

2024

$

Sales revenue

829,703,011

843,280,448

Cost of sales

(657,432,690)

(683,173,149)

Depreciation and amortisation expense

9,12

(57,433,920)

(63,852,613)

Gross profit

114,836,401

96,254,686

Consultants' and administrative expenses

(10,929,824)

(6,329,067)

Directors' fees1

(1,333,298)

(833,302)

Exploration and evaluation expenditure

(348,415)

(568,237)

Share of profit of equity accounted investee

12

8,235,209

6,594,510

Share based payments

15

(630,056)

-

Other expenses

4

(11,120,160)

(7,279,132)

Results from operating activities

98,709,857

87,839,458

Financial income

5

3,077,360

9,349,201

Financial expense

5

(51,839,235)

(60,932,912)

Net financial expense

(48,761,875)

(51,583,711)

Profit before income tax

49,947,982

36,255,747

Income tax expense

(24,444,252)

(22,208,505)

Profit for the period

25,503,730

14,047,242

Other comprehensive income

Items that are or may be reclassified subsequently to profit or loss

Exchange differences on translation of foreign operations

(34,138)

-

Total comprehensive income for the period

25,469,592

14,047,242

Profit attributable to:

Owners of the Company

11,265,807

5,136,972

Non-controlling interest

14,237,923

8,910,270

Profit for the period

25,503,730

14,047,242

Total comprehensive income attributable to:

Owners of the Company

11,266,077

5,136,972

Non-controlling interest

14,203,515

8,910,270

Total comprehensive income for the period

25,469,592

14,047,242

Earnings per share

Basic and diluted profit per share (cents)

7

0.26

0.12

The above condensed consolidated interim statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

1 Refer to Note 2 for reclassification of prior period expenses.

AS AT 30 JUNE 2025

US$

Notes

30 June

2025

$

31 December

2024

$

Current assets

Cash and cash equivalents

112,089,035

210,953,629

Cash reserve

33,275,802

11,514,444

Trade and other receivables

6

263,632,717

345,632,514

Inventory

8

179,528,443

139,818,686

Other current assets

82,079,752

36,002,832

Total current assets

670,605,749

743,922,105

Non-current assets

Other non-current asset

61,250,049

68,243,467

Trade and other receivables

6

83,583,811

49,498,824

Inventory

8

77,698,105

53,035,397

Property, plant and equipment

9

1,522,176,052

1,572,652,484

Exploration and evaluation assets

63,177,855

56,211,778

Investment in equity accounted investees

12

1,238,510,126

1,230,274,917

Intangible assets

12

72,726,077

75,065,789

Goodwill

10

47,343,509

47,343,509

Total non-current assets

3,166,465,584

3,152,326,165

Total assets

3,837,071,333

3,896,248,270

Current liabilities

Trade and other payables

11

155,265,548

194,768,408

Current tax payable

33,326,700

21,571,187

Provision

2,438,710

2,256,151

Borrowings

13

228,154,278

136,381,806

Total current liabilities

419,185,236

354,977,552

Non-current liabilities

Provision - rehabilitation

758,320

921,522

Deferred income tax liability

64,212,592

64,212,593

Other non-current liability

9,393,275

9,726,283

Borrowings

13

811,043,562

918,180,614

Total non-current liabilities

885,407,749

993,041,012

Total liabilities

1,304,592,985

1,348,018,564

Net assets

2,532,478,348

2,548,229,706

Equity

Share capital

14

2,058,952,334

2,035,227,454

Reserves

19,680,672

19,050,346

Retained profits

32,266,838

61,739,540

Total equity attributable to equity holders of the Company

2,110,899,844

2,116,017,340

Non-controlling interest

421,578,504

432,212,366

Total equity

2,532,478,348

2,548,229,706

The above condensed consolidated interim statement of financial position should be read in conjunction with accompanying notes.

NICKEL INDUSTRIES LIMITED

and its controlled entities

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 30 JUNE 2025

Non-

controlling

Notes Share capital

Retained profits

Reserves

Total

interest

Total equity

$

$

$

$

$

$

US$

Balance at 1 January 2024

Total comprehensive income for the period

Profit for the period

2,032,927,026

-

373,060,100

5,136,972

19,065,940

-

2,425,053,066

5,136,972

481,588,522

8,910,270

2,906,641,588

14,047,242

Total comprehensive income for the period

-

5,136,972

-

5,136,972

8,910,270

14,047,242

Transactions with owners, recorded directly in equity

Dividends

-

(69,904,787)

-

(69,904,787)

-

(69,904,787)

Distributions to non-controlling interest

-

-

-

-

(21,360,806)

(21,360,806)

Balance at 30 June 2024

2,032,927,026

308,292,285

19,065,940

2,360,285,251

469,137,986

2,829,423,237

Balance at 1 January 2025

2,035,227,454

61,739,540

19,050,346

2,116,017,340

432,212,366

2,548,229,706

Total comprehensive income for the period

Profit for the period

-

11,265,807

-

11,265,807

14,237,923

25,503,730

Other comprehensive income/(loss)

-

-

270

270

(34,408)

(34,138)

Total comprehensive income for the period

-

11,265,807

270

11,266,077

14,203,515

25,469,592

Transactions with owners, recorded directly in equity

Issue of shares

14

23,724,880

-

-

23,724,880

-

23,724,880

Share based payments

15

-

-

630,056

630,056

-

630,056

Dividends

14

-

(40,738,509)

-

(40,738,509)

-

(40,738,509)

Distributions to non-controlling interest

-

-

-

-

(24,837,377)

(24,837,377)

Balance at 30 June 2025

2,058,952,334

32,266,838

19,680,672

2,110,899,844

421,578,504

2,532,478,348

The above condensed consolidated interim statement of changes in equity is to be read in conjunction with the accompanying notes.

US$

Cash flows from operating activities

Notes

30 June

2025

$

30 June

2024

$

Cash receipts from customers

846,244,728

860,352,068

Cash payments in the course of operations

(789,914,189)

(674,659,554)

Interest received

1,138,090

9,635,064

Taxes and fees refund/(paid)

3,099,072

(11,829,291)

Payments for exploration and evaluation

(443,485)

(1,463,231)

Net cash from operating activities

60,124,216

182,035,056

Cash flows from investing activities

Receipts from term deposits

-

490,913,669

Payments for exploration and evaluation assets

(9,547,011)

(8,436,038)

Payments for property, plant and equipment

(12,007,017)

(4,260,864)

Payments for construction in progress

(1,226,087)

(48,166,497)

Advancement of loan monies

(3,000,000)

-

Payments for investments

12

-

(316,300,000)

Net cash (used in)/from investing activities

(25,780,115)

113,750,270

Cash flows from financing activities

Proceeds from issue of shares 1

14

-

-

Dividend distributions 1

14

(17,013,629)

(69,904,787)

Proceeds from borrowings, net of transaction costs

13

-

159,553,028

Prepayment for borrowings cost

-

(3,770,000)

Payments for cash reserve amount

(21,761,358)

(2,725,438)

Repayment of borrowings

13

(22,050,000)

(249,418,000)

Payment of interest charges

13

(45,192,593)

(39,319,222)

Distributions to non-controlling interest

(24,837,377)

(21,360,806)

Net cash used in financing activities

(130,854,957)

(226,945,225)

Net (decrease)/increase in cash and cash equivalents

(96,510,856)

68,840,101

Effect of exchange rate adjustments on cash held

(2,353,738)

(1,375,575)

Cash and cash equivalents at the beginning of the period

210,953,629

284,053,495

Cash and cash equivalents at the end of the period

112,089,035

351,518,021

The above condensed consolidated interim statement of cash flows should be read in conjunction with the accompanying notes.

1 The issuance of ordinary shares disclosed in Note 14 included non-cash transactions of $23,724,880 relating to the Company's Dividend

Reinvestment Plan.

NOTE 1 - REPORTING ENTITY

Nickel Industries Limited (the 'Company') is a company domiciled in Australia. The condensed consolidated interim financial report for the half year ended 30 June 2025 comprises the Company and its subsidiaries (together referred to as the 'Group'). The Group is a for-profit entity and is involved in nickel mining and production operations.

The consolidated annual financial report of the Group as at and for the period ended 31 December 2024 is available upon request from

the Company's registered office at Level 2, 66 Hunter Street, Sydney, NSW, 2000 or at https://www.nickelindustries.com.

NOTE 2 - BASIS OF PREPARATION

Statement of compliance

The condensed consolidated interim financial statements are general purpose financial statements prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standard AASB 134 'Interim Financial Reporting'.

The condensed consolidated interim financial statements do not include full disclosures of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the financial report for the year ended 31 December 2024 and any public announcements made by the Company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and the ASX Listing Rules.

The financial report was authorised for issue by the Directors on 28 August 2025.

Basis of measurement

The financial statements have been prepared on the historical cost basis except for certain financial instruments which are measured at fair value.

Functional and presentation currency

These financial statements are presented in United States dollars, which is the Company's functional currency.

Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements, except for the going concern assumption as outlined on page 17.

In forming views on these significant areas of estimation uncertainty, management have also had regard to the broader macroeconomic environment. In particular, the current half year saw nickel prices remain below long-term averages as the market remained oversupplied, as well as a slower than expected growth in the EV sales. Management has had regard to these factors when assessing the short-term to medium-term outlook for nickel pricing, and the impacts this may have on financial performance of the Group as a result.

Basis of Preparation - Going Concern

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

The Group reported a profit after tax for the interim period ended 30 June 2025 of $25,503,730 (interim period ended 30 June 2024:

$14,047,242) and generated positive net cash from operations of $60,124,216 (interim period ended 30 June 2024: $182,035,056). As at 30 June 2025, the Group has a net current asset surplus of $251,420,513 (30 June 2024: $388,944,553) and cash and cash equivalents of $112,089,035 (30 June 2024: $210,953,629).

As outlined in Note 13 the Group has current financing liabilities at 30 June 2025 amounting to $228,154,278 in connection with the Senior Unsecured Notes and Bank Facilities. Additionally, as outlined in Note 18, the Group has capital commitments in January and April 2026 of $126,500,000 each, relating to the final acquisition payments on the ENC Project to increase its interest from 44% to 55%.

Whilst nickel prices improved marginally across the interim period, the RKEF operating margins remained below historical averages due to an increase in production costs and impacts on production from weather events throughout the period.

Management have had regard to these factors when assessing the short to medium-term outlook and the impacts this may have on the financial performance of the Group.

Management have prepared detailed cash flow projections for the period 1 July 2025 to 30 September 2026 which support the ability of the Group to continue as a going concern. These cash flow projections include the following key assumptions:

  • Hengjaya Mine receiving an approved work plan in the short-term to increase its licence capacity (RKAB) beyond 9 million tonnes per annum. As at the end of July, the Hengjaya Mine had sold 7.3 million tonnes of Nickel ore and is dependent on the granting of its licence to achieve cash flow forecasts beyond its current capacity.

  • The ENC Project successfully completing construction and commissioning to generate positive cashflow returns by January 2026;

  • The Group successfully raising additional funding and improving financial performance to fund working capital, debt repayments and other capital commitments as outlined in Note 18; and

  • The Group continuing to comply with its debt obligations as outlined in Note 13.

Subsequent to interim period end, management continue to closely monitor the financial performance of the Group and are actively considering a number of alternative funding options. The Group aims to strengthen its credit profile and improve liquidity through refinancing its existing Senior Unsecured Notes and/or Bank Facilities. Management's strategy aims to extend debt tenor, optimise the amortisation schedule, and reduce funding costs where possible, thereby improving liquidity and cash flow availability post-debt servicing.

The ability of the Group to continue as a going concern is dependent on the achievement of the above key assumptions in the timeframe required, which is inherently uncertain by nature. This gives rise to a material uncertainty that may cast significant doubt upon the Group's ability to continue as a going concern.

In the event the Group does not continue as a going concern it may not be able to realise its assets and extinguish its liabilities in the ordinary course of operations and at the amounts stated in the financial statements.

Reclassification of prior period expenses

Certain types of expenses have been reclassified within the Consolidated Statement of Profit or Loss and Other Comprehensive Income to more appropriately reflect the underlying nature of the expenses. The impact of this change on the previously reported comparative period was directors' fees of $833,302 being reclassified from consultants' and administrative expenses to directors' fees.

NOTE 3 - MATERIAL ACCOUNTING POLICIES

The accounting policies applied by the Group in these condensed consolidated interim financial statements are materially the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2024. The policy for recognising and measuring income taxes in the interim period is consistent with that applied in the comparative interim period, except for the changes outlined below:

The Group has previously adopted AASB 2023-2 Amendments to Australian Accounting Standards - International Tax Reform - Pillar Two Model Rules which provides a temporary mandatory exception from deferred tax accounting effective immediately. The Company has assessed the implications of the Pillar Two global minimum tax rules under IAS12 and recognised an estimated tax expense of

$1,205,733 and corresponding liability in relation earnings in the jurisdiction of Hong Kong for the six-month period ended 30 June 2025. The top-up tax relates to the Group's operations in Hong Kong, where the profit is not subject to Hong Kong profits tax and reduces its effective tax rate to below 15 percent.

As of 30 June 2025, Hong Kong has enacted legislation to implement Pillar Two rules for income years beginning on or after 1 January 2025. Therefore from 2025, Tsing Creation International Holding Limited will be liable for the top-up tax in relation to its operations instead of the Company.

6 months to

6 months to

30 June

30 June

2025

$

2024

$

NOTE 4 - OTHER EXPENSES

Audit fees - KPMG audit and review of financial reports

462,714

465,970

Travel

158,580

265,355

Legal fees

751,127

828,040

Withholding tax expenses

3,117,439

4,028,303

Other

6,630,300

1,691,464

11,120,160

7,279,132

6 months to

30 June

2025

6 months to

30 June

2024

NOTE 5 - FINANCIAL INCOME AND FINANCE EXPENSE

Interest income

3,077,360

9,349,201

Interest expense*

(48,416,459)

(40,590,765)

Foreign exchange loss

(3,422,776)

(20,342,147)

(48,761,875)

(51,583,711)

* Includes amortisation of bond issue costs and bank loan facility costs of $2,837,948 which are being expensed under the effective interest rate method. Refer to Note 13 for further details.

30 June

31 December

2025

2024

NOTE 6 - TRADE AND OTHER RECEIVABLES

$

$

Current

Sales taxes receivable*

69,513,395

119,526,900

Trade receivables^

194,119,322

226,105,614

263,632,717

345,632,514

Non-current

Sales taxes receivable*

83,583,811

49,498,824

83,583,811

49,498,824

* The four RKEF entities have the following sales tax receivable (VAT) amounts outstanding at 30 June 2025: PT Hengjaya Nickel Industry $12.2m, PT Ranger Nickel Industry $4.5m, PT Angel Nickel Industry $52.6m and PT Oracle Nickel Industry $83.6m. PT Hengjaya Nickel Industry, PT Ranger Nickel Industry and now PT Angel Nickel Industry are receiving VAT refunds regularly in the normal course of operations. During the period the PT Angel Nickel Industry received the VAT claim for the 2022 year ($36.4m). PT Oracle Nickel Industry has not yet commenced receiving VAT refunds.

^ Trade receivables are in the ordinary course of business and at 30 June 2025 are comprised as follows: PT Hengjaya Mineralindo

$37.4m (excludes saprolite ore receivables which are eliminated on consolidation), PT Hengjaya Nickel Industry $24.3m, PT Ranger Nickel Industry $25.1m, PT Angel Nickel Industry $46.0m, PT Oracle Nickel Industry $60.9m and Tsing Creation $0.4m.

6 months to

6 months to

30 June

30 June

2025

2024

$

$

NOTE 7 - PROFIT PER SHARE

Basic and diluted profit per share have been calculated using:

Net profit for the period attributable to equity holders of the Company

11,265,807

5,136,972

Nº of Shares

Nº of Shares

Weighted average number of ordinary shares (basic)

Issued ordinary shares at the beginning of the period

4,289,809,880

4,285,809,880

Effect of shares issued on 21 March 2025

28,524,737

-

Weighted average number of shares at the end of the period 4,318,334,617 4,285,809,880

Weighted average number of securities (diluted)

Nº of Securities

Nº of Securities

Issued securities at the beginning of the period

4,289,809,880

4,285,809,880

Effect of shares issued on 21 March 2025

28,524,737

-

Effect of performance and share rights issued on 30 June 2025

56,438

-

Weighted average number of securities at the end of the period 4,318,391,055 4,285,809,880

30 June

31 December

2025

2024

$

$

NOTE 8 - INVENTORY

Current

Inventory - Hengjaya Mine nickel ore stockpiles

15,551,378

10,614,764

Inventory - nickel pig iron production raw materials

160,294,081

121,021,810

Inventory - nickel pig iron

3,682,984

8,182,112

179,528,443

139,818,686

Non-current

Inventory - Hengjaya Mine nickel ore stockpiles*

77,698,105

53,035,397

77,698,105

53,035,397

* The carrying value of limonite ore not forecast to be delivered in the next 12 months has been classified as non-current.

During the six-month period ended 30 June 2025, the Company's 80% subsidiary PT Hengjaya Mineralindo supplied saprolite nickel ore to the Company's 80% owned subsidiaries PT Hengjaya Nickel Industry, PT Oracle Nickel Industry and PT Ranger Nickel Industry under a series of offtake agreements to supply a minimum of 50,000 wmt of saprolite to each entity, with the exception of $1.8m of sales to PT Sai Niaga Internasional, a mining company operating Indonesia. During the period the PT Hengjaya Mineralindo supplied limonite ore to PT Longsen Metal Trading, a trading company operating in Indonesia under a contract to provide 850,000 wmt of limonite ore a month between January to September 2025.

NOTE 8 - INVENTORY (cont.)

Nickel pig iron production raw materials includes nickel ore acquired by PT Hengjaya Nickel Industry, PT Oracle Nickel Industry and PT Ranger Nickel Industry from PT Hengjaya Mineralindo, operator of the Hengjaya Mine. This continues to be valued at the PT Hengjaya Mineralindo cost of production.

Inventories are carried at the lower of cost and net realisable value.

NOTE 9 - PROPERTY, PLANT AND EQUIPMENT

30 June

2025

31 December

2024

Furniture and fittings

68,373

110,690

Mine infrastructure assets

31,363,697

29,438,875

Buildings

311,163,464

319,059,462

Mining properties

22,975,740

23,554,134

Office equipment

782,672

946,995

Plant and machinery

1,152,877,262

1,195,233,255

Motor vehicles

491,866

386,600

Construction in progress*

2,452,978

3,922,473

1,522,176,052

1,572,652,484

Reconciliations of the carrying amounts for each class of property, plant and equipment are set out below.

Furniture and fittings

Carrying amount at beginning of year

110,690

176,793

Additions

1,646

39,237

Depreciation

(43,963)

(105,340)

Net book value

68,373

110,690

Mine infrastructure assets

Carrying amount at beginning of year

29,438,875

31,160,514

Additions

2,849,174

120,908

Depreciation

(924,352)

(1,842,547)

Net book value

31,363,697

29,438,875

Buildings and land

Carrying amount at beginning of year

319,059,462

327,088,090

Additions

1,173,547

10,147,004

Depreciation

(9,069,545)

(18,175,632)

Net book value

311,163,464

319,059,462

Mining properties

Carrying amount at beginning of year

23,554,134

25,092,774

Additions

73,632

8,208

Depreciation

(652,026)

(1,546,848)

Net book value

22,975,740

23,554,134

NOTE 9 - PROPERTY, PLANT AND EQUIPMENT (cont.)

30 June

31 December

2025

2024

Office equipment

Carrying amount at beginning of year

946,995

866,302

Additions

42,617

476,410

Depreciation

(206,940)

(395,717)

Net book value

782,672

946,995

Plant and machinery

Carrying amount at beginning of year

1,195,233,255

1,451,756,907

Impairment

-

(181,177,407)

Additions

1,829,611

29,008,192

Disposal

(77,902)

(3,318,811)

Depreciation

(44,107,702)

(101,035,626)

Net book value

1,152,877,262

1,195,233,255

Motor vehicles

Carrying amount at beginning of year

386,600

411,959

Additions

194,945

159,806

Depreciation

(89,679)

(185,165)

Net book value

491,866

386,600

Construction in progress

Carrying amount at beginning of year

3,922,473

217,759

Additions

3,451,219

4,955,424

Disposal

-

(7,921)

Transfers*

(4,920,714)

(1,242,789)

Net book value

2,452,978

3,922,473

Total property, plant and equipment

1,522,176,052

1,572,652,484

*Balances in construction in progress are transferred into other categories, as additions, on commissioning of projects, or when available for use in a manner that Management intended.

During the period, the Group acquired $6,165,175 of property, plant and equipment and recognised depreciation and amortisation totalling $55,094,207.

NOTE 10 - GOODWILL 30 June

2025

31 December

2024

Carrying amount at beginning of year

47,343,509

102,748,404

Impairment

-

(55,404,895)

47,343,509

47,343,509

Following the impairments recognised in the 31 December 2024 financial statements for Hengjaya Nickel and Ranger Nickel RKEF Projects, the remaining goodwill balance amounting to $47,343,509 pertain to the Angel Nickel and Oracle Nickel RKEF Projects, which are each considered to be individual cash generating units (CGUs).

The recoverable amount for each CGU was based on its value-in-use as determined through a discounted cash flow model at 31 December 2024. Each of the CGUs were assessed for external and internal impairment indicators at 30 June 2025 and the Directors determined there were no indicators present which would trigger further impairment tests.

The estimated recoverable amount of the Hengjaya Nickel and Ranger Nickel CGUs remain approximately equal to their carrying value. Therefore, a material adverse change in certain key assumptions, as disclosed in the 2024 annual report, would lead to additional impairment.

30 June

31 December

NOTE 11 - TRADE AND OTHER PAYABLES

2025

2024

Current

Creditors

138,737,596

182,038,005

Accruals

12,253,613

8,857,094

Other

4,274,339

3,873,309

155,265,548

194,768,408

NOTE 12 - EQUITY-ACCOUNTED INVESTEES AND ASSOCIATED INTANGIBLE ASSETS

30 June

31 December

Investment in Equity Accounted Investee

2025

2024

HNC - 10% interest

Opening balance

199,826,500

185,939,410

Share of profit of associate

7,893,071

13,887,090

Carrying value of investment in HNC

207,719,571

199,826,500

Excelsior Nickel - 44% interest

Opening balance

1,030,448,417

341,300,000

Acquisition of an additional 8.25% interest in Excelsior Nickel

-

316,300,000

Acquisition of an additional 13.75% interest in Excelsior Nickel

-

379,500,000

Share of profit/(loss) of associate

342,138

(6,651,583)

Carrying value of investment in Excelsior Nickel

1,030,790,555

1,030,448,417

1,238,510,126

1,230,274,917

Intangible Asset

HNC

Opening balance

75,065,789

79,745,215

Amortisation

(2,339,713)

(4,679,426)

72,726,076

75,065,789

30 June

2025

31 December

2024

NOTE 13 - BORROWINGS

$

$

Current

Senior Unsecured Notes - October 2028

88,000,000

44,000,000

Interest on Senior Unsecured Notes - October 2028

8,750,000

8,750,000

Interest on BNI loan facility - October 2028

6,496,986

2,332,680

Interest on BNI loan facility - May 2029

3,894,792

4,211,626

Bank facility - October 2028

88,200,000

66,150,000

Bank facility - May 2029

32,812,500

10,937,500

228,154,278

136,381,806

Non-current

Senior Unsecured Notes - October 2028

307,768,011

350,904,857

Bank Facility - October 2028

287,311,416

330,579,115

Bank facility - May 2029

215,964,135

236,696,642

811,043,562

918,180,614

Senior Unsecured Notes October 2028

In April 2023, the Company issued $400,000,000 of senior unsecured notes (Senior Unsecured Notes October 2028). Key terms of the Senior Unsecured Notes October 2028 are as follows:

  • Issue size of $400,000,000.

  • Coupon interest rate of 11.25% per annum.

  • Interest is payable on a semi-annual basis in arrears.

  • 11% amortisation in April and October each year commencing on 21 October 2025.

  • Final Maturity Date of 21 October 2028.

    NOTE 13 - BORROWINGS (cont.)

    Bank facility October 2028

    In October 2023 the Company executed financing facilities totalling $400,000,000 with Indonesian bank PT Bank Negara Indonesia

    (Persero) Tbk (BNI) to support the Company's funding obligations in relation to the ENC Project.

    The facilities comprise a 5-year senior term loan facility (the 2028 Facility) of $350,000,000, split across two tranches:

  • tranche A: $200,000,000 (secured against the Company's Angel Nickel Project and the Shareholder Loans); and

  • tranche B: $150,000,000 (unsecured).

In addition, the facilities include a $50,000,000 revolving credit facility (RCF), for general working capital purposes.

The interest rate applicable on the 2028 Facility is a margin above the Secured Overnight Financing Rate (SOFR) (currently ~5.3%), according to the following schedule: (i) initial 12-month period: 2.00% (ii) months 12 -18: 3.00% and (iii) 18 months onwards: 3.50%.

The margin applicable to the RCF is 3.00%. Amortisation of both tranche A and tranche B will commence 18 months after the signing of the Facility Agreement (i.e. in April 2025), with 6.3% to be paid every three months until the final maturity date of the 2028 Facility in October 2028.

In March 2024, the Company drew down the remaining $10,200,000 of tranche A and the $150,000,000 of tranche B. Transaction costs totalled $6,290,017. In July 2024, the Company drew down the $50,000,000 RCF. Transaction costs totalled $1,132,182.

Bank facility May 2029

In May 2024, the Company executed a $250,000,000, 5-year term loan facility (the 2029 Facility), jointly provided by tier-1 banks BNI and DBS Bank Ltd (DBS).

The 2029 Facility was established to support the funding requirements for the Company's acquisition of a 55% equity interest in the ENC project.

The interest rate applicable for the 2029 Facility will be a margin above the SOFR, according to the following schedule: (i) initial 12-month period: 2.00% (ii) months 12 -18: 3.00% and (iii) 18 months onwards: 3.50%. Amortisation will commence 6 months after the signing of the Facility Agreement (i.e. in November 2025), with 4.375% to be paid every three months until the final maturity date of the 2029 Facility in May 2029.

In July 2024, the Company drew down the $250,000,000. Transaction costs totalled $3,936,667.

Debt covenants

The bank facilities maturing October 2028 and May 2029, both include covenants that need to be complied within 12 months of the reporting date. The covenants state that at the interim and full year reporting period, the Group's Leverage Ratio (Net Debt to Consolidated EBITDA) does not exceed 2.5 times, Debt Service Coverage Ratio (Cashflow to Debt Service) is less than 1.3 times, Debt to Equity Ratio does not exceed 1.5 times and Security Coverage Ratio from Angel Nickel Industry for the $250,000,000 bank facility is not less than 1.75 times, otherwise the loans will be repayable on demand unless the Group can remedy through an equity cure.

NOTE 13 - BORROWINGS (cont.)

Management have prepared covenant calculations and forecasts for the above facilities which indicate compliance with the covenants outlined above. These covenant forecasts are dependent on the improved financial performance of the Group, including Hengjaya Mine receiving an approved work plan in the short-term to increase its licence capacity (RKAB) beyond 9 million tonnes per annum. Refer to Note 2 for further details.

The portion of the loan that is not required to be repaid within the next 12 months under the existing principal amortisation schedule, is classified as non-current at reporting date as the Group has an existing right to defer settlement of this portion of the loan for at least 12 months after the reporting period. The terms and conditions of the outstanding loans are as follows:

Currency

Nominal interest rate

Year of maturity

Carrying value

30 June

Face

value 30 June

Carrying value

31 December

Face value

31 December

2025

2025

2024

2024

Senior Unsecured Notes

US$

11.25%

2028

$

404,518,011

$

400,000,000

$

403,654,857

$

400,000,000

Bank Facility October 2028

US$

7.51%*

2028

382,008,401

377,950,000

399,061,795

400,000,000

Bank Facility May 2029

US$

6.59%

2029

252,671,427

250,000,000

251,845,768

250,000,000

Total interest-bearing liabilities

1,039,197,839

1,027,950,000

1,054,562,420

1,050,000,000

*Interest rate charged on Facility A as at 30 June 2025.

30 June

2025

31 December

2024

NOTE 14 - ISSUED CAPITAL No. No.

Issued and paid-up capital

Fully paid ordinary shares 4,339,935,875 4,289,809,880

Ordinary shares

Number of shares 2025

$ 2025

Number of shares 2024

$ 2024

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

Balance at the beginning of the period

4,289,809,880

2,035,227,454

4,285,809,880

2,032,927,026

Issue of shares

50,125,995

23,724,880

4,000,000

2,300,428

Balance at the end of the period 4,339,935,875 2,058,952,334 4,289,809,880 2,035,227,454

During the half year period the Company issued 50,125,995 fully paid ordinary shares to participants in the Company's Dividend Reinvestment Plan (DRP), following the Company's declaration of a Final Dividend for 2024 of A$0.015 cents per share. The issue price of shares under the DRP was A$0.75 per share.

Options

There were no options granted, exercised or lapsed unexercised during the half year ended 30 June 2025 or the period ended 31 December 2024.

Rights

The Company issued both Performance and Share Rights during the half year ended 30 June 2025. These are detailed in Note 15.

Dividends

The Company declared and paid a final unfranked dividend for 2024 of A$0.015 per share during the half year ended 30 June 2025 amounting to $40,738,509.

NOTE 14 - ISSUED CAPITAL (cont.)

Ordinary shares

The Company does not have authorised capital or par value in respect of its issued shares. All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends as declared from time to time.

NOTE 15 - SHARE BASED PAYMENTS

Performance Rights

During 2024, the Board of the Company completed a comprehensive remuneration framework review of the fixed remuneration and incentive arrangements for employees and contractors, with assistance from independent remuneration consultant, Mercer Consulting (Australia) Pty Ltd (Mercer). To ensure better alignment with long-term shareholder outcomes and to reward strong outperformance, commencing in 2025 the Company introduced both 'at-risk' short-term incentive (STI) and long-term incentive (LTI) components of employee and contractor remuneration packages.

Under the LTI component on 30 June 2025 the Company issued 7,215,256 performance rights for no consideration. This included 2,040,815 performance rights issued to the Company's executive directors, as approved by shareholders at the Company's Annual General Meeting (AGM) held on 22 May 2025.

The fair value of rights granted is measured at grant date and recognised as an expense over the period during which the director or employee becomes unconditionally entitled to the rights. The fair value of the rights granted is measured using a valuation methodology, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of rights that vest.

The vesting conditions for the performance rights comprise the following performance metrics (Performance Conditions), tested over the 3-year vesting period commencing on 1 January 2025:

  1. a relative total shareholder return (TSR) metric compared to a defined peer group of ASX 200 listed entities, representing 30% of the total weighting;

  2. an earnings per share (EPS) metric, representing 30% of the total weighting; and

  3. strategic objectives metrics, representing 40% of the total weighting.

The performance conditions for the performance rights will be tested over a three-year period (Performance Period) from 1 January 2025 until 31 December 2027. Subject to satisfaction of the Performance Conditions, the Performance Rights will vest following release of the audited financial statements for 2027.

The fair value of the performance rights granted was measured using a Black-Scholes formula. The fair value of the 5,174,441 rights granted to Group employees and consultants was calculated as $0.6313 per right. The Black-Scholes formula model inputs were the Company's share price of $0.705 at the grant date (determined to be 25 June 2025 when the Offers had been accepted), a volatility factor of 45% (based on historical share price performance), a risk-free interest rate of 3.32% and a dividend yield of 3.5%. The fair value of the 2,040,815 rights granted to the Company's executive directors was calculated as $0.591 per right. The Black-Scholes formula model inputs were the Company's share price of $0.66 at the grant date (determined to be 22 May 2025 when shareholder approval to grant the rights was received at the AGM), a volatility factor of 45% (based on historical share price performance), a risk-free interest rate of 3.32% and a dividend yield of 3.5%.The total fair value of the rights granted was $2,584,804. Taking into account the progress against the vesting performance criteria detailed above, a share-based payment expense of $129,252 was taken up during the period ended 30 June 2025.

NOTE 15 - SHARE BASED PAYMENTS (cont.)

The following performance rights were on issue at 30 June 2025.

Number of Rights

Issued to

Grant Date

Issue Date

Vesting Date

Value per right

5,174,441

Employee/Contractors

25 June 2025

30 June 2025

February 2028

$0.6313

2,040,815

Executive Directors

22 May 2025

30 June 2025

February 2028

$0.591

The weighted average exercise price of these performance rights are nil.

The weighted average remaining contractual life of performance rights outstanding at the end of the period was 2.67 years.

Share Rights

On 30 June 2025 the Company granted and issued 3,000,000 share rights for no consideration to Director and Chief Financial Officer Chris Shepherd. The issuance was approved by shareholders at the Company's AGM. Each Share Right will provide a right to acquire one Share at nil cost.

The Share Rights vest in three equal tranches:

  1. First Tranche: 1 million Share Rights will immediately vest on the date that the Share Rights are granted to Mr Shepherd (and/or his nominee);

  2. Second Tranche: 1 million Shares Rights will vest on the business day immediately following the release of the Company's FY25 annual financial results, provided that Mr Shepherd is an employee of, or service provider to, the Company on that date; and

  3. Third Tranche: 1 million Share Rights will vest on the business day immediately following the release of the Company's FY26 annual financial results, provided that Mr Shepherd is an employee of, or service provider to, the Company on that date.

The fair value of the share rights granted was measured using a Black-Scholes formula, taking into account the terms and conditions upon which the share rights were granted. The Black-Scholes formula model inputs were the Company's share price of $0.66 at the grant date (determined to be 22 May 2025 when shareholder approval to grant the rights was received at the AGM), a volatility factor of 45% (based on historical share price performance), a risk-free interest rate range of between 3.00% to 3.27% and a dividend yield of between 0.0% to 1.8% The total fair value of the share rights granted was $1,235,452. A share-based payment expense of $500,804 was taken up during the period ended 30 June 2025.

The fair value of rights granted is measured at grant date and recognised as an expense over the period during which the participant becomes unconditionally entitled to the rights. The fair value of the rights granted is measured using a valuation methodology, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of rights that vest.

The following share rights were on issue at 30 June 2025.

Number of Rights

Issued to

Grant Date

Issue Date

Vesting Date

Value per right

1,000,000

Chris Shepherd

22 May 2025

30 June 2025

30 June 2025

$0.66

1,000,000

Chris Shepherd

22 May 2025

30 June 2025

28 February 2026

$0.66

1,000,000

Chris Shepherd

22 May 2025

30 June 2025

28 February 2027

$0.6393