UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 20-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from July 1, 2025 to December 31, 2025
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report
Commission file number 001-41412
(Exact name of Registrant as specified in its charter)
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N/A
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(Translation of Registrant’s name into English)
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(Jurisdiction of incorporation or organization)
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(Address of principal executive offices)
Managing Director and Chief Executive Officer
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol(s):
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Name of each exchange on which registered or to be registered:
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The
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(1)
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Evidenced by American Depositary Receipts
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025: 2,674,633,957 ordinary shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.
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Large accelerated filer ☐
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Accelerated filer ☐
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Emerging growth company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant
to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.
U.S. GAAP ☐
Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to
follow.
Item 17 ☐
Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☐
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☐
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F-35
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ioneer Ltd (“ioneer” or the “Company”) is the operator and 100% owner of the Rhyolite Ridge Lithium-Boron Project (“Rhyolite Ridge” or “the Project”) located in Nevada, the only known lithium-boron deposit in North America and one of only two known such deposits in the world. Rhyolite
Ridge is expected to become a globally significant, long-life, cost-effective source of lithium and boron vital to a sustainable future.
Rhyolite Ridge’s unique mineralogy allows lithium and boron to be extracted in a low-cost and environmentally sustainable manner. The Project’s commercial viability is made possible by having both
lithium and boron revenue streams.
On October 25, 2024, the Rhyolite Ridge Lithium-Boron Project received its federal permit from the Bureau of Land Management (“BLM”). The formal Record of
Decision (“ROD”) followed the issuance in September 2024 of the final Environmental Impact Statement (“EIS”) by the BLM. This concluded the federal permitting process,
which began in early 2020.
On January 20, 2025, we announced the closing of a US$996 million loan from the U.S. Department of Energy (“DOE”) Office of Energy Dominance Financing (“EDF”) (formerly the Loan Programs Office (“LPO”)) under the Advanced Technology Vehicles Manufacturing program to support the development of an on-site processing facility
at the Project (the “DOE Loan”). The total amount of the DOE Loan of US$996 million includes US$968 million in principal and US$28 million in capitalized interest with a term of 20 years. The loan amount
represents a US$268 million increase in loan principal from the conditional loan commitment announced January 16, 2023. The loan will be at an interest rate fixed from the date of each advance for the term of the loan at applicable U.S. Treasury
rates. Conditions precedent to first loan funding include among other requirements, closing a strategic partnering agreement for the equity component of the build cost, securing necessary additional required funding and a project finance model
bring down. The Company has initiated a strategic partnering process that is ongoing. Given the current industry conditions and geopolitical environment, this process is expected to conclude in the first half of 2026.
On June 2, 2025, ioneer released revised Project economics to the completed definitive feasibility study (“DFS”) announced April 30, 2020, which was followed
by a second announcement of further material improvement in project economics released in September 2025. In October 2025, we announced an additional material improvement in project economics (the “October 2025 Technical Report”), which forms the
basis of the “SEC S-K 1300 Technical Report Summary, Rhyolite Ridge Lithium-Boron Project Technical Report” dated April 25, 2026 (the “April 2026 S-K 1300 Technical Report Summary”), which is being filed as an exhibit to this transition report on
Form 20-F. The October 2025 Technical Report provided updated Project economics which reaffirmed that Rhyolite Ridge can operate at scale, over a long life and with the potential to be a low-cost and globally significant producer of both lithium
and boron. Following the completion of all technical studies and all necessary permitting activities, we may undertake mining and processing activities to become a U.S. source of lithium and boron. As of December 31, 2025, we had invested US$209.0
million in Rhyolite Ridge.
The Project has a stable overall operating cost structure to produce lithium carbonate and battery grade lithium hydroxide due to the scale and reliability of its boric acid credit. Boron remains one
of the most stable natural resource commodities over many decades.
ioneer has refined Project plans over the past four years and updates now include an Association for the Advancement of Cost Engineering (“AACE”) Class 2
capital cost estimate (-10%, +15%) with approximately 70% of the Project’s engineering complete. As a result of this and other engineering work including reliability, availability and maintainability (RAM) analysis and detailed engineering design,
ioneer has adopted a more conservative approach to plant availability, equipment downtime and maintenance strategies. While this approach reduces bottom line economics, the Company believes it is appropriate for a Project of this type and scale.
The Company now estimates total capital expenditure to complete the Project will be US$1,683.2 million, including a 10% contingency (2020 DFS estimate US$785 million).
Location of the Rhyolite Ridge Project in Nevada
Our U.S. office is located at 9460 Double R. Blvd, Suite 200, Reno, Nevada 89521. Our corporate office is located at Suite 16.01, Level 16, 213 Miller Street North Sydney, NSW 2060, Australia. The
telephone number of our U.S. office is +1 (775) 382-4800 and the telephone number of our corporate office is +61 (2) 9922-5800.
Our ordinary shares are publicly traded on the Australian Securities Exchange, or ASX, under the symbol “INR”.
Our American Depositary Shares (“ADSs”), each representing 40 of our ordinary shares, are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “IONR”. The Bank of New York Mellon acts as depositary for the ADSs.
We also maintain a website at www.ioneer.com. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of
this transition report on Form 20-F, and the reference to our website in this transition report on Form 20-F is an inactive textual reference only.
Unless otherwise indicated or the context implies otherwise, any reference in this transition report on Form 20-F to:
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“ioneer” refers to ioneer Ltd, unless otherwise indicated;
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“the Company”, “we”, “us”, or “our” refer to
ioneer Ltd and its consolidated subsidiaries, through which it conducts its business, unless otherwise indicated;
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“shares” or “ordinary shares” refers to our ordinary shares;
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“ADS” refers to the American depositary shares;
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“ASX” refers to the Australian Securities Exchange;
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“April 2026 SEC S-K 1300 Technical Report Summary” refers to our Technical Report Summary dated April 2026, which is being filed as an exhibit to this Transition Report
on Form 20-F;
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“October 2025 Technical Report” refers to our Technical Summary Report dated October 2025;
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“QP” refers to a qualified person, as defined in Subpart 1300 (as defined below);
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“TY2025” and “Transition Period” refers to the six month period ended December 31, 2025; and
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“FY2025”, “FY2024” and “FY2023” refer to the 12 month periods ended June 30, 2025, 2024
and 2023 respectively.
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Unless otherwise indicated, all references to “A$” are to Australian dollars, and all references to “US$” are to United
States dollars. Our reporting and functional currency has traditionally been the Australian dollar, although our U.S. subsidiaries have used U.S. dollars as their reporting and functional currency. This transition report contains translations of
certain Australian dollar amounts into U.S. dollar amounts for convenience. Unless otherwise noted, all translations from Australian dollars to U.S. dollars in this transition report were made at A$0.6678 to US$1.00, the closing rate for December
31, 2025, as set forth in the H. 10 statistical release of the Board of Directors of the Federal Reserve System.
On September 25, 2025, the Board of Directors of ioneer approved a change in the Company’s financial year end from June 30 to December 31 to better align the reporting of our results with our
industry peers. As a result, we are required to file this transition report on Form 20-F for the six month transition period of July 1, 2025 to December 31, 2025 (“Transition Report”). After filing this
Transition Report, our next financial year will be the 12 months ending December 31, 2026. Unless otherwise noted, all references to “fiscal year” or “FY” in this Transition Report on Form 20-F refer to the fiscal year which, prior to the
Transition Period, ended on June 30.
This Transition Report on Form 20-F contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking
Statements.” This Transition Report on Form 20-F also includes statistical data, market data and other industry data and forecasts, which we obtained from market research, publicly available information and independent industry
publications and reports that we believe to be reliable sources.
We are subject to the reporting requirements of the applicable U.S. and Australian securities laws, and as a result we report our mineral reserves and mineral resources as required by both of these
standards. As an Australian listed public company, we are required to report estimates of mineral resources and ore reserves in terms of “Measured, Indicated and Inferred” Mineral Resources and “Proved and Probable” Ore Reserves in compliance with the JORC 2012, Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”).
The JORC Code was prepared by the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia. These defined terms contained within the JORC Code
differ in some respects from the definitions under the U.S. Securities Act of 1933, as amended (the “Securities Act”), including in Regulation S-K, Subpart 1300 (“Subpart 1300”).
Information about mineral reserves and resources contained in this Transition Report on Form 20-F is also presented in compliance with Subpart 1300. While guidelines for reporting mineral resources,
including subcategories of measured, indicated and inferred resources, are largely similar between JORC Code and Subpart 1300 standards, information contained herein that describes our mineral deposits may not be directly comparable to similar
information made public by other U.S. companies under the SEC’s old reporting standard, Industry Guide 7, or to similar information published by other ASX-listed companies. Investors are cautioned that public disclosure by us of such mineral
resources in Australia in accordance with ASX Listing Rules do not form a part of this Transition Report on Form 20-F.
Certain information included or incorporated by reference in this Transition Report on Form 20-F may be deemed to be “forward-looking statements” within the
meaning of applicable securities laws. Such forward-looking statements concern our anticipated results and progress of our operations in future periods, planned exploration and, if warranted, development of our properties, plans related to our
business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. All
statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate”, “believe”, “expect”,
“estimate”, “may”, “will”, “could”, “leading”, “intend”, “contemplate”, “shall” and similar expressions are generally intended to identify forward-looking statements.
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements. Forward-looking
statements in this Transition Report on Form 20-F include, but are not limited to, statements with respect to:
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risks related to our limited operating history in the lithium and boron industry;
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risks related to our status as a development stage company;
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risks related to our ability to identify mineralization and achieve commercial mining at the Project;
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risks related to mining, exploration and mine construction, if warranted, on our properties;
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risks related to our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities;
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risks related to investment risk and operational costs associated with our exploration activities;
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risks related to our ability to access capital and the financial markets;
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risks related to compliance with government regulations;
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risks related to our ability to acquire necessary mining licenses, permits or access rights;
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risks related to environmental liabilities and reclamation costs;
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risks related to volatility in lithium or boron prices or demand for lithium or boron;
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risks related to stock price and trading volume volatility;
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risks relating to the development of an active trading market for the ADSs;
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risks related to ADS holders not having certain shareholder rights;
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risks related to ADS holders not receiving certain distributions; and
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risks related to our status as a foreign private issuer and emerging growth company.
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All forward-looking statements reflect our beliefs and assumptions based on information available at the time the assumption was made. These forward-looking statements are not based on historical
facts but rather on management’s expectations regarding future activities, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, known and unknown, that contribute to the possibility that the predictions,
forecasts, projections or other forward-looking statements will not occur. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may
be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those
anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the securities laws of the United States
and Australia, we disclaim any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify
all the forward-looking statements contained in this Transition Report on Form 20-F by the foregoing cautionary statements.
Unless otherwise indicated, the consolidated financial statements and related notes included in this transition report on Form 20-F have been prepared in accordance with International Financial
Reporting Standards (“IFRS”) and interpretations issued by the International Accounting Standards Board, (the “IASB”) which differ in certain significant respects from
Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) and thus may not be comparable to financial statements of United States companies. Because the SEC has adopted rules to accept
financial statements prepared in accordance with IFRS as issued by the IASB without reconciliation to U.S. GAAP for foreign private issuers such as us, we will not be providing a description of the principal differences between U.S. GAAP and IFRS.
COMPETENT PERSONS STATEMENT
As required by Australian securities laws and the ASX Listing Rules, we hereby notify Australian investors that the information in this Transition Report that relates to mineral resources is based on
estimates and data included in the Technical Report dated October 2025.
We confirm to Australian investors that: a) we are not aware of any new information or data that materially affects the information included in the original ASX announcement or the TRS; b) all
material assumptions and technical parameters underpinning the Mineral Resource Statement and Parameters and Ore Reserve Statement and Parameters included in the original ASX announcements continue to apply and have not materially changed; and c)
the form and context in which the relevant Competent Persons’ findings are presented in this report have not been materially modified from the original ASX announcement or the TRS.
| ITEM 1 |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
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Not applicable.
| ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE
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Not applicable.
| ITEM 3. |
KEY INFORMATION
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[Reserved]
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Capitalization and Indebtedness
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Not applicable.
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Reasons for the Offer and Use of Proceeds
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Not applicable.
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Risk Factors
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You should carefully consider the risks described below, together with all of the other information in this Transition Report on Form 20-F. If any of the following risks occur,
our business, financial condition and results of operations could be seriously harmed and you could lose all or part of your investment. Further, if we fail to meet the expectations of the public market in any given period, the market price of the
ADSs could decline. We operate in a competitive environment that involves significant risks and uncertainties, some of which are outside of our control. If any of these risks actually occurs, our business and financial condition could suffer and
the price of the ADSs could decline.
Business Risks
We will need additional funds to develop the Project.
We estimated in October 2025 that development of the Project would require approximately US$1,683.2 million. We expect that this estimate will increase due to cost inflation in the global mining
industry until re-estimated at the time of taking a Final Investment Decision (“FID”). We expect to fund part of the capital expenditure for the Project with proceeds from the US$996 million DOE Loan. ioneer
is currently running a strategic partnering process with the assistance of Goldman Sachs to secure a sale of a stake in the Project.
We continue to actively assess options to fund the Project beyond these sources of funding, including through further strategic partnering, debt and equity. Project funding considerations and funding
sources will be considered in any decision to approve the FID.
We cannot assure you that we will have, or will be able to raise on favorable terms or at all, sufficient cash to fully develop the Project and also to maintain adequate liquidity to satisfy future
working capital requirements. There can be no assurances that we will be able to meet all conditions precedent to funding under the DOE Loan. Even if the relevant conditions precedent are met for the debt from the DOE, we may need to secure
substantial additional funds, through future debt or equity financings, to complete development of the Project. In addition, any reduction in federal funding or changes in the terms of funding could impact our ability to operate, thereby affecting
our operational capabilities and financial performance. Furthermore, we anticipate that between the release of the October 2025 cost estimate, and any future FID, there will be construction cost inflation across the global mining industry. We
expect similar pressure to also increase the capital cost estimates at the Project, in particular as it relates to labor, fuel and logistics costs. If we are unable to raise additional funds through equity or debt financing, we may not have the
necessary cash resources to finance our business plan. If we are able to raise additional funds, these funds may be on less favorable terms than anticipated, which may adversely affect our future profitability and financial flexibility.
Funding terms may also place restrictions on the manner in which we conduct our business and impose limitations on our ability to execute on our business plan and growth strategies.
Our future performance is difficult to evaluate because we have a limited operating history.
We are a development stage company and have not realized any revenues to date from the sale of lithium or boron. Our immediate operating cash flow needs are expected to be significant and to be
financed primarily through issuances of our ordinary shares and not through cash flows derived from our operations. As a result, we have little historical financial and operating information available to help you evaluate our performance.
We cannot guarantee that our properties will result in the commercial extraction of mineral deposits.
We are engaged in the business of developing mineral properties with the intention of locating economic deposits of minerals. Our Rhyolite Ridge property interest is at the development stage.
Accordingly, it is unlikely that we will realize profits in the short term, and we cannot assure you that we will realize profits in the medium to long term. Any profitability in the future from our business will be dependent upon development of
mineral deposits and further exploration and development of other economic deposits of minerals, each of which is subject to numerous risk factors. Further, we cannot assure you that, even to the extent mineral deposits have been located, any of
our property interests can be commercially mined. The exploration and development of mineral deposits involves a high degree of financial risk over a significant period of time which a combination of careful evaluation, experience and knowledge of
management may not eliminate. While discovery of additional ore-bearing deposits may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to construct
mining and processing facilities. It is impossible to ensure that our current development and exploration programs will result in profitable commercial mining operations. The profitability of our operations will be, in part, directly related to
the cost and success of our development and exploration programs which may be affected by a number of factors. Additional expenditures are required to commercially mine and to construct, complete and install mining and processing facilities in
those properties that are actually mined and developed.
In addition, development stage projects like ours have no operating history upon which to base estimates of future operating costs and capital requirements. Estimates of reserves, ore recoveries and
cash operating costs are to a large extent based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques, and feasibility studies. Actual operating costs and economic returns of any and
all projects may materially differ from estimated costs and returns, and accordingly, our financial condition, results of operations and cash flows may be negatively affected.
We face risks related to mining, exploration and mine construction on our properties.
Our level of profitability, if any, in future years will depend to a great degree on lithium and boron prices and whether our properties can be brought into production. Whether it will be
economically feasible to extract ore deposits depends on a number of factors, including, but not limited to: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; sale prices; mining, processing and
transportation costs; the willingness of lenders and investors to provide project financing; labor costs and possible labor strikes; and governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations. The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may result in us receiving an inadequate return on invested capital. In addition, we are subject to the risks normally encountered in the mining industry, such as:
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the discovery of unusual or unexpected geological formations;
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accidental fires, floods, earthquakes or other natural disasters;
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unplanned power outages and water shortages;
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controlling water and other similar mining hazards;
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operating labor disruptions and labor disputes;
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the ability to obtain suitable or adequate machinery, equipment, or labor;
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our liability for pollution or other hazards; and
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other known and unknown risks involved in the conduct of exploration and operation of mines.
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The nature of these risks is such that liabilities could exceed any applicable insurance policy limits or could be excluded from coverage. There are also risks against which we cannot insure or
against which we may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance, or in excess of insurance coverage, or compliance with applicable laws and regulations may cause substantial
delays and require significant capital outlays, adversely affecting our future earnings and competitive position and, potentially, our financial viability.
Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities.
Our long-term success, including the recoverability of the carrying values of our assets, our ability to acquire additional projects, and continuing with development, exploration and commissioning
and mining activities on our existing projects, will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our operations by establishing ore bodies that contain commercially recoverable
deposits and develop profitable mining activities. The economic viability of our mining activities has many risks and uncertainties including, but not limited to:
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a significant, prolonged decrease in the market prices of lithium or boron;
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difficulty in marketing and/or selling lithium or boron;
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significantly higher than expected capital costs to construct our mine;
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significantly higher than expected extraction costs;
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significantly lower than expected ore extraction quantities;
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significantly lower than expected recoveries;
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significant delays, reductions or stoppages of ore extraction activities;
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significant delays in achieving commercial operations; and
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the introduction of significantly more stringent regulatory laws and regulations.
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Our future mining activities may change as a result of any one or more of these risks and uncertainties, and we cannot assure you that any ore body that we extract mineralized materials from will
result in achieving and maintaining profitability and developing positive cash flow.
We depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our
ability to execute our business plan or pursue investments that we may rely on for future growth.
We rely on access to long-term capital markets as a source of liquidity for our capital and operating requirements. We will require additional capital to establish any future mining operations,
which would require funds for construction and working capital. We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all, or that we will be successful in commencing commercial lithium extraction,
or that our sales projections will be realized.
In order to finance our future capital needs, we expect to raise additional funds through the issuance of additional equity or debt securities. Depending on the type and the terms of any financing
we pursue, shareholders’ rights and the value of their investment in our ordinary shares or the ADSs could be reduced. Any additional equity financing will dilute shareholdings, and new or additional debt financing, if available, may involve
restrictions on financing and operating activities. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of shareholders until the debt is paid. Interest on
such debt securities would increase costs and negatively impact operating results. If the issuance of new securities results in diminished rights to holders of our ordinary shares or the ADSs, the market price of the ADSs could be negatively
impacted.
If we are unable to obtain additional financing, as needed, at competitive rates, our ability to implement our business plan and strategy may be affected, and we may be required to reduce the scope
of our operations and scale back our exploration, development and mining programs. There is, however, no guarantee that we will be able to secure additional funding or be able to secure funding which will provide us with sufficient funds to meet
our objectives, which may adversely affect our business and financial position.
Certain market disruptions may increase our cost of borrowing or affect our ability to access one or more financial markets. Such market disruptions could result from:
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adverse economic conditions;
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adverse general capital market conditions;
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poor performance and health of the lithium or mining industries in general;
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bankruptcy or financial distress of unrelated lithium companies or marketers;
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significant decrease in the demand for lithium; or
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adverse regulatory actions that affect our exploration and construction plans or the use of lithium generally.
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Our efforts to grow may adversely affect our business, financial condition and results of operations.
Future growth may place strains on our financial, technical, operational and administrative resources and cause us to rely more on project partners and independent contractors, potentially adversely
affecting our financial position and results of operations. Our ability to grow will depend on a number of factors, including:
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our ability to develop existing properties;
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our ability to obtain leases or options on properties;
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our ability to identify and acquire new exploratory prospects;
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our ability to continue to retain and attract skilled personnel;
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our ability to maintain or enter into new relationships with project partners and independent contractors;
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the results of our development and exploration programs;
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the market prices for our production;
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our access to capital; and
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our ability to enter into sales arrangements.
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We may not be successful in upgrading our technical, operational and administrative resources or increasing our internal resources sufficiently to provide certain of the services currently provided
by third parties, and we may not be able to maintain or enter into new relationships with project partners and independent contractors on financially attractive terms, if at all. Our inability to achieve or manage growth may materially and
adversely affect our business, results of operations and financial condition.
Our failure to successfully secure any potential future strategic partners, or to close conditions precedent to the DOE Loan, could have an adverse effect on
us.
We believe that any potential future strategic partners and the DOE Loan will give us additional capital to substantially fund our growth and expand our operational capabilities. However, our
failure to successfully identify, complete and integrate any potential future strategic partners, or to close conditions precedent to first draw of the DOE Loan, could have adverse consequences on us. Additionally, at this time we cannot predict
what effect, if any investment by potential future strategic partners, or the DOE Loan will have on the trading price of our ordinary shares or the ADSs.
We had targeted to close the transactions encompassing a joint venture with Sibanye Stillwater Limited (“Sibanye”) in the first quarter of calendar year 2025. However, the closing of such
transactions was subject to various conditions precedent, including obtaining necessary project permits, executing the Sibanye-Stillwater agreement, securing adequate debt financing, and procurement of additional funding requirements to enable us
to make an FID regarding the Rhyolite Ridge Project. In February 2025, Sibanye decided not to proceed with the joint venture and ioneer and Sibanye terminated the related Unit Purchase and Subscription Agreement. Although this development has not
resulted in a material adverse effect on the trading price of our ordinary shares or the ADSs, there can be no assurances that our future agreement with strategic partners will be executed on terms and timeline reasonably satisfactory to us.
Additionally, on January 20, 2025, we announced the closing of a loan from the DOE’s Department of Energy Office of EDF (formerly the LPO) under the Advanced Technology Vehicles Manufacturing program
to support the development of an on-site processing facility at the Rhyolite Ridge Lithium-Boron Project. Conditions precedent to first loan funding include closing a strategic partnering agreement for the equity component of the build cost,
securing necessary additional required funding and a project finance model bring down. We cannot guarantee that these conditions precedent will be satisfied according to our anticipated timeline or at all. If for any reason the conditions
precedent to the loan are not satisfied according to our anticipated timeline or at all, including due to new or changed policies implemented by the administration in the United States, the trading price of our ordinary shares or the ADSs may be
adversely affected and we may need to seek other sources of capital in order to fund our growth, which we cannot guarantee we will successfully obtain.
We are dependent upon key management employees.
The responsibility of overseeing the day-to-day operations and the strategic management of our business depends substantially on our senior management and our key personnel. Loss of such personnel
may have an adverse effect on our performance. The success of our operations will depend upon numerous factors, many of which are beyond our control, including our ability to attract and retain additional key personnel in sales, marketing,
technical support and finance. We currently depend upon a relatively small number of key persons to seek out and form strategic alliances and find and retain additional employees. Certain areas in which we operate are highly competitive regions
and competition for qualified personnel is intense. We may be unable to hire suitable field personnel for our technical team or there may be periods of time where a particular position remains vacant while a suitable replacement is identified and
appointed. We may not be successful in attracting and retaining the personnel required to grow and operate our business profitably.
Our growth will require new personnel, which we will be required to recruit, hire, train and retain.
Members of our management team possess significant experience and have previously carried out or been exposed to exploration and production activities including development of greenfield lithium
projects into commercial production. However, we have limited operating history with respect to lithium projects and our ability to achieve our objectives depends on the ability of our directors, officers and management to implement current plans
and respond to any unforeseen circumstances that require changes to those plans. The execution of our exploration and development plans will place demands on us and our management. Our ability to recruit and assimilate new personnel will be
critical to our performance. We will be required to recruit additional personnel and to train, motivate and manage employees, which may adversely affect our plans.
Lawsuits against us or affecting our interests in the Rhyolite Ridge Project may be filed, and an adverse ruling in any such lawsuit may adversely affect our
business, financial condition or liquidity or the market price of the ADSs.
In the normal course of our business, we may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal
actions, relating to personal injuries, property damage, property taxes, land rights, endangered species, the environment and contract disputes, or our interests may be indirectly affected by such legal proceedings. The outcome of outstanding,
pending or future proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have a material adverse effect on our assets, liabilities, business, financial condition or results of operations. Even
if we prevail in any such legal proceeding, the proceedings could be costly and time-consuming and may divert the attention of management and key personnel from our business operations, which could adversely affect our financial condition.
While currently pending regulatory proceedings have not impacted our permitting or development activities to date, legal challenges by third parties, such as non-governmental organizations, could
materially adversely affect our operations.
Government regulations relating to mineral rights tenure, permission to disturb areas and the right to operate have the potential to materially adversely affect
us.
The Project is located on federal lands administered by the Bureau of Land Management under the Federal Land Policy and Management Act of 1976 (“FLPMA”). Proposed BLM actions require review under
the National Environmental Policy Act (“NEPA”). The Project completed the NEPA review and received BLM approval under FLPMA to mine our properties at Rhyolite Ridge in October 2024. The process for permitting applications is often complex and
time-consuming, requiring a significant amount of time and other resources. The duration and success of efforts to obtain permits are contingent upon many variables outside of the Company’s control. Any amendments to our development, mining or
production plans would need to be approved by relevant regulatory authorities. There is no certainty that any future permitting changes will be approved.
Certain key federal and other state permits are required for the Rhyolite Ridge Project to proceed. These include air quality, water pollution control, and reclamation permits and approvals of the
Company’s use of water under the water rights certificates and permits the Company holds. Applications have been submitted for many of the necessary permits and rights. The Company has received a Water Pollution Control Permit and Class II Air
Quality Permit from the State of Nevada. The BLM published a final Environmental Impact Statement for the Project in September, 2024 and a positive Record of Decision, in October 2024. Receipt of the positive ROD gives us a license to commence
construction activity at Rhyolite Ridge. Future actions, expansions or material changes to process from those described in the current plan of operation may require additional BLM review under NEPA and or modifications to our State of Nevada
authorizations. There can be no assurance that all necessary additional approvals and permits will be obtained for either of the Company’s projects, projected timelines for agency permitting decisions will be met, or the projected costs of
permitting will prove accurate.
In addition, most major permitting authorizations are subject to appeals or administrative protests, resulting in the potential for litigation that could lead to administrative reconsiderations or
reversals of permitting decisions. On October 31, 2024, three non-government organizations (Center for Biological Diversity, Great Basin Resource Watch and Western Shoshone Defense Project) (the “Plaintiffs”)
filed suit against the BLM seeking to vacate the Department of Interior decisions related to the BLM’s Record of Decision and U.S. Fish and Wildlife Service’s (“USFWS”) Biological Opinion related to the
Rhyolite Ridge approval. ioneer joined the case as an intervenor. On March 31, 2026, the U.S. District Court for the District of Nevada (the “District Court”) issued its decision to uphold the approval of
the BLM’s approval of the Rhyolite Ridge mine plan and its findings that the BLM and USFWS had complied with the Endangered Species Act, Federal Land Policy and Management Act, and National Environmental Policy Act in their review and approval of
the Project. On April 9, 2026, the Plaintiffs filed a notice of appeal of the District Court’s decision to the United States Court of Appeals for the Ninth Circuit (the “Ninth Circuit”). Although the timing
of the process is outside of the Company’s control, we anticipate a decision will be issued by the Ninth Circuit in mid- 2027. Similar litigation processes may occur in the future which could cause lengthy delays, with uncertain outcomes. Such
issues could impact the expected development timelines of the Company’s projects and have a material adverse effect on our business.
Endangered or threatened species protections may impact the development of the project by subjecting it to time delays, restrictions or mitigation measures. For example, the Center for Biological
Diversity petitioned both the USFWS and the Nevada Department of Conservation and Natural Resources (“NDCNR”) to require additional protection for Tiehm’s buckwheat, a plant found along the western margin of Rhyolite Ridge. On December 14, 2022,
USFWS listed Tiehm’s buckwheat as an endangered species under the Endangered Species Act (“ESA”) and designated approximately 910 acres of critical habitat. For Tiehm’s buckwheat, critical habitat includes the approximately 10 acres of occupied
habitat suitable for the species and approximately 900 acres of surrounding land that has been identified because of their potential to support pollinators for Tiehm’s buckwheat. As part of publication of the Final Environmental Impact Statement
(EIS) by BLM on September 20, 2024, the USFWS also formally released the ESA Section 7 Biological Opinion, concluding the Rhyolite Ridge Project will not jeopardize the ESA-listed Tiehm’s buckwheat or adversely modify its critical habitat. The
issuance of the Biological Opinion marked the end of the ESA consultation process between USFWS and the BLM regarding Rhyolite Ridge. The NDCNR process is ongoing.
The USFWS proposed listing of Fish Lake Valley Tui Chub (FLVTC) as an endangered species on May 20, 2025. The species is a small minnow found in the McNett Spring system, at a location adjacent to
the access road and infrastructure corridor for the Rhyolite Ridge Project, approximately 2,200 feet from the infrastructure corridor and more than 8 miles from and approximately 1,600 feet lower in elevation than the project. A second FLVTC
population has been introduced into Lida Pond which is over 50 miles from the Rhyolite Ridge Project.
While we do not believe adverse impacts will occur to such species from Rhyolite Ridge Project activities, should the FLVTC be listed, the BLM could potentially require Section 7 consultation to be
reinitiated, which may delay project timelines.
There is a risk that these and any other habitat protections for endangered and threatened species could compromise the economic viability of future development of the Project.
Our mineral properties consist of unpatented mining claims that may carry certain risks and uncertainties.
Our mineral properties consist of unpatented mining claims which are located on lands administered by the BLM. The United States retains and manages the surface of these lands and the Company holds
only possessory title to the minerals and the right to use the surface to extract and process the minerals. Title to unpatented mining claims is subject to inherent uncertainties. These uncertainties relate to such things as the sufficiency of
the Company’s discovery of a deposit of valuable minerals as required under the Mining Law of 1872, proper location and posting and marking of boundaries, and possible conflicts with other claims which are not determinable from descriptions of
record. The Company has undertaken investigations of the unpatented mining claims that it acquired from third parties and which it located and is confident that its unpatented mining claims are compliant with federal and state laws. Substantial
mineral exploration, development and mining in the western United States occurs on unpatented mining claims, and these uncertainties are inherent in the mining industry.
The present status of our unpatented mining claims located on public lands allows us the right to mine and remove valuable minerals, including lithium and other metals, from the claims conditioned
upon applicable environmental reviews and permitting programs. We also are generally allowed to use the surface of the land solely for purposes related to mining and processing the mineral-bearing ores. Legal ownership of the land remains with
the United States. We remain at risk that the mining claims may be forfeited either to the United States or to rival private claimants if we fail to comply with statutory requirements, including payment of the federal annual mining claim
maintenance fees which presently are US$200.00 for each unpatented mining claim.
Before 1994, a mining claim locator who was able to prove the discovery of valuable, locatable minerals on an unpatented mining claim, and to meet all other applicable federal and state requirements
and procedures pertaining to the location and maintenance of the unpatented mining claim, had the right to prosecute a patent application to secure fee title to the mining claim from the federal government. The right to pursue a patent, however,
has been subject to a moratorium since October 1994, through federal legislation restricting the BLM from accepting any new mineral patent applications. If we do not obtain fee title to our unpatented mining claims, we can provide no assurance
that we will be able to obtain compensation in connection with an action by BLM to contest or condemn our claims.
Legislation has been proposed periodically that could, if enacted, significantly affect the cost of our operations on our unpatented mining claims or the amount of net proceeds of mineral tax we will
pay to the State of Nevada on the commencement of production of minerals from the Rhyolite Ridge Project.
Members of the U.S. Congress have periodically introduced bills which would supplant or alter the provisions of the Mining Law of 1872. Such bills have proposed, among other things, to impose a
federal royalty on production from unpatented mining claims. Such proposed legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop mineralized material on unpatented mining
claims. Our mining claims are unpatented claims. Although we cannot predict what legislated royalties might be, the enactment of these proposed bills could adversely affect the potential for development of our unpatented mining claims and the
economics of our existing operating mines on federal unpatented mining claims. Passage of such legislation could adversely affect our financial performance and results of operations.
We are subject to net proceeds of mineral tax payable to the State of Nevada on up to 5% of net proceeds generated from the Rhyolite Ridge Project. Net proceeds are calculated as the excess of gross
yield over certain direct costs. Gross yield is determined as the value received when minerals are sold, exchanged for anything of value or removed from the state. Direct costs generally include the costs to develop, extract, produce, transport
and refine minerals. From time-to-time Nevada legislators introduce bills which aim to increase the amount of net proceeds of minerals tax which Nevada mining companies pay.
Cybersecurity risks and cyber incidents may adversely affect our business.
Attempts to gain unauthorized access to our information technology systems become more sophisticated over time. These attempts, which might be related to industrial or other espionage, include
covertly introducing malware to our computers and networks and impersonating authorized users, among others. We seek to detect and investigate all security incidents and to prevent their recurrence, but in some cases, we might be unaware of an
incident or its magnitude and effects. The theft, unauthorized use, or publication of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment in research and
development and other strategic initiatives or otherwise adversely affect our business. In addition, the devotion of additional resources to the security of our information technology systems in the future could significantly increase the cost of
doing business or otherwise adversely impact our financial results.
Regulatory and Industry Risks
The Project will be subject to significant governmental regulations, including the U.S. Federal Mine Safety and Health Act and the Endangered Species Act.
Mining activities in the United States are generally subject to extensive federal, state, local and foreign laws and regulations governing environmental and endangered species protection, natural
resources, prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters. The costs associated with
compliance with such laws and regulations are substantial. In addition, changes in such laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could result in unanticipated capital
expenditures, expenses or restrictions on or suspensions of our operations and delays in the development of our properties.
We must obtain and renew governmental permits in order to develop our mining operations, a process which is often costly and time-consuming.
We are required to obtain and renew the licenses, permits, rights-of-way and regulatory consents necessary for our development and exploration activities. Obtaining and renewing these licenses,
permits, rights-of-way and regulatory consents is a complex and time-consuming process. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of approval
requirements administered by the applicable authority. We may not be able to obtain or renew licenses, permits and regulatory consents that are necessary to our planned operations or the cost and time required to obtain or renew such licenses,
permits and regulatory consents may exceed our expectations. Further, we may not be able to maintain our existing licenses, permits and regulatory consents in full force and effect without modification or revocation adverse to our interests. Any
unexpected delays or costs associated with the permitting process could delay the development, exploration or operation of our properties, which in turn could materially adversely affect our future revenues and profitability. In addition, key
licenses, permits and regulatory consents may be revoked or suspended or may be changed in a manner that adversely affects our activities.
Private parties, such as environmental activists, frequently attempt to intervene in the approval process and to persuade regulators to deny necessary licenses, permits and regulatory consents or
seek to overturn those that have been issued. Obtaining the necessary governmental licenses, permits and regulatory consents involves numerous jurisdictions, public hearings, and possibly costly undertakings. These third-party actions can
materially increase the costs and cause delays in the process and could cause us to not proceed with the development or operation of a property. In addition, our ability to successfully obtain key permits and approvals to develop, explore,
operate, and expand operations will likely depend on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our
ability to obtain permits and approvals and to successfully operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities.
Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures and delay development
timelines, and the physical effects of climate change could have an adverse effect on our operations.
Environmental regulations mandate, among other things, the maintenance of air and water quality standards, land development and land reclamation, and set forth limitations on the generation,
transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent
environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees. New environmental laws and regulations or changes in existing environmental laws and
regulations could have a negative effect on exploration activities, operations, production levels and methods of production. In connection with our current exploration and development activities or in connection with our prior mining operations,
we may incur environmental costs that could have a material adverse effect on financial condition and results of operations. Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance
measures pending completion of the required remedy.
Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and
current operations. These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions. We cannot assure you that any such law, regulation, enforcement or private claim would not
have a material adverse effect on our financial condition, results of operations or cash flows. Mining companies may also be held responsible for the costs of addressing contamination at the site of current or former activities or at third party
sites. Under the Comprehensive Environmental Response, Compensation, and Liability Act and its state law equivalents, present or past owners of a property may be held jointly and severally liable for cleanup costs or forced to undertake remedial
actions in response to unpermitted releases of hazardous substances at such property, in addition to, among other potential consequences, potential liability to governmental entities for the cost of damages to natural resources, which may be
substantial.
Environmental regulations require us to obtain various operating permits, approvals and licenses and also impose standards and controls relating to development and production activities—see above.
For example, USFWS has designated critical habitat areas it believes are necessary for survival of Tiehm’s buckwheat, which it listed as an endangered species. The critical habitat designation could result in further material restrictions to land
use and may materially delay or prohibit land access for our development. Failure to obtain necessary permits or authorizations required under environmental regulations could also result in delays in beginning or expanding operations, incurring
additional costs for investigation or cleanup of hazardous substances, litigation, payment of penalties for non-compliance or discharge of pollutants, and post-mining closure, reclamation and bonding, all of which could have a material adverse
impact on our financial performance, results of operations and liquidity.
We cannot predict at this time what changes, if any, to federal laws or regulations may be adopted or imposed by Congress and the Trump Administration. We cannot provide any assurance that future
changes in environmental laws and regulations will not adversely affect our current operations or future projects. Any changes to these laws and regulations could have an adverse impact on our financial performance and results of operations by,
for example, requiring changes to operating constraints, technical criteria, fees or financial assurance requirements.
Congress has from time to time considered adopting legislation to reduce emissions of greenhouse gas emissions (“GHGs”), and a number of state and regional
efforts have emerged that are aimed at tracking and/or reducing GHG emissions by means of cap and trade programs. Cap and trade programs typically require major sources of GHG emissions to acquire and surrender emission allowances in return for
emitting those GHGs The United States rejoined the Paris Agreement but is in the process of withdrawal with a formal exit set for January 2026. Various states and local governments such as Nevada’s have also vowed to continue to enact regulations
to satisfy their proportionate obligations under the Paris Agreement. The adoption of legislation or regulatory programs or other government action to reduce emissions of GHGs could require us to incur increased operating costs. Finally, some
scientists have concluded that increasing concentrations of GHGs in the earth’s atmosphere may produce climate changes that could have significant physical effects, such as increased frequency and severity of storms, droughts, floods and other
climatic events; if such effects were to occur, they could have an adverse impact on our operations.
Lithium and boron prices are subject to unpredictable fluctuations.
We currently expect to derive revenues, if any, principally from the sale of refined lithium and boron compounds. The price of these materials may fluctuate widely and is affected by numerous
factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, tariff rate changes, export regulations, chemical classifications, interest rates, global or regional
consumptive patterns, speculative activities, increased production due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end products. The effect of these factors on
prices, and therefore the economic viability of any of our properties, cannot accurately be predicted.
Changes in technology or other developments could result in preferences for substitute products.
Lithium, boron and their derivatives are preferred raw materials for certain industrial applications, such as lithium-ion batteries. Many materials and technologies are being researched and
developed with the goal of making batteries lighter, more efficient, faster charging and less expensive. Some of these technologies could be successful and could adversely affect demand for lithium batteries in personal electronics, electric and
hybrid vehicles and other applications, as well as the type of lithium product required. We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon. In addition, alternatives to such products
may become more economically attractive as global commodity prices shift. Any of these events could adversely affect demand for and market prices of lithium, thereby resulting in a material adverse effect on the economic feasibility of extracting
any mineralization we discover and reducing or eliminating any reserves we identify.
New production of lithium from current or new competitors in the lithium markets could adversely affect prices.
In recent years, new and existing competitors have increased the supply of lithium, which has affected its price. Further production increases could negatively affect prices. There is limited
information on the status of new lithium production capacity expansion projects being developed by current and potential competitors and, as such, we cannot make accurate projections regarding the capacities of possible new entrants into the market
and the dates on which they could become operational. If these potential projects are completed in the short term, they could adversely affect market lithium prices, thereby resulting in a material adverse effect on the economic feasibility of
extracting any mineralization we discover and reducing or eliminating any reserves we identify.
Risks Related to an Investment in the ADSs
ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to
the plaintiffs in any such action.
The deposit agreement governing the ADSs provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary
arising out of or relating to our ordinary shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. The waiver of jury trial provision applies to all holders of ADSs, including purchasers who acquire
ADSs on the open market. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable
state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court.
However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York,
which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently
and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. In addition, New York courts will not enforce a jury trial waiver provision in order to bar a viable setoff or
counterclaim sounding in fraud or one which is based upon a creditor’s negligence in failing to liquidate collateral upon a guarantor’s demand, or in the case of an intentional tort claim (as opposed to a contract dispute), none of which we believe
are applicable in the case of the deposit agreement or the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before obtaining ADSs.
If you or any other holder of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities
laws, you or such other holder may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and/or the depositary. If a lawsuit is brought against us or the depositary
under the deposit agreement, it may be heard only by a judge of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results
that could be less favorable to the plaintiffs in any such action.
Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial.
Limitations in the deposit agreement may not be effective to waive claims against the Company based on compliance with the federal securities laws.
Although the deposit agreement provides a waiver of jury trial as described above, we have been advised that no condition, stipulation or provision of the deposit agreement or ADSs can serve as a
waiver by any owner or holder of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder. Accordingly, we expect to be subject to a jury
trial in actions based on such laws, rules and regulations.
The market price and trading volume of the ADSs may be volatile and may be affected by economic conditions beyond our control.
The market price of the ADSs may be highly volatile and subject to wide fluctuations. In addition, the trading volume of the ADSs may fluctuate and cause significant price variations to occur. If
the market price of the ADSs declines significantly, you may be unable to resell the ADSs at or above the purchase price, if at all. We cannot assure you that the market price of the ADSs will not fluctuate or significantly decline in the future.
Some specific factors that could negatively affect the price of the ADSs or result in fluctuations in their price and trading volume include:
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changes or delays in development or exploration activities;
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actual or expected fluctuations in our prospects or operating results;
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changes in the demand for, or market prices of, lithium or boron;
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additions to or departures of our key personnel;
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fluctuations of exchange rates between the U.S. dollar and the Australian dollar;
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changes or proposed changes in laws and regulations;
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changes in trading volume of ADSs on Nasdaq and of our ordinary shares on the ASX;
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sales or perceived potential sales of the ADSs or ordinary shares by us, our directors, senior management or our shareholders in the future;
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announcement or expectation of additional financing efforts; and
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conditions in the U.S. or Australian financial markets or changes in general economic conditions.
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An active trading market for the ADSs may not be maintained, and the trading price for our ordinary shares may fluctuate significantly.
We listed our ADSs on Nasdaq in June 2022, and we cannot assure you that an active public market for the ADSs will be maintained. If an active public market for the ADSs is not maintained, the
market price and liquidity of the ADSs may be adversely affected, and you may experience a decrease in the value of the ADSs regardless of our operating performance. We are aware that following past periods of volatility in the market price of a
company’s securities, shareholders of those companies have often instituted securities class action litigations. If we were to become involved in a class action suit, it could divert the attention of senior management and, if adversely determined,
could have a material adverse effect on our results of operations and financial condition.
ADS holders are not our shareholders and do not have shareholder rights.
The Bank of New York Mellon, as depositary, registers and delivers the ADSs. ADS holders are not treated as our shareholders and do not have shareholders rights. The depositary is the holder of our
ordinary shares underlying the ADSs. Holders of ADSs have ADS holder rights. A deposit agreement among us, the depositary, ADS holders, and the beneficial owners of ADSs, sets out ADS holder rights as well as the rights and obligations of the
depositary. New York law governs the deposit agreement and the ADSs. We and the depositary may amend or terminate the deposit agreement without the ADS holders’ consent in a manner that could prejudice ADS holders. For a description of ADS
holder rights, see “Additional Information—Constitutional Documents—Description of Share Capital—American Depositary Shares.” Our shareholders have shareholder rights. Australian law and our Constitution
govern shareholder rights.
ADS holders do not have the same voting rights as our shareholders. Shareholders are entitled to receive our notices of general meetings and to attend and vote at our general meetings of
shareholders. At a general meeting, every shareholder present (in person or by proxy, attorney or representative) and entitled to vote has one vote on a show of hands. Every shareholder present (in person or by proxy, attorney or representative)
and entitled to vote has one vote per fully paid ordinary share on a poll. This is subject to any other rights or restrictions that may be attached to any shares. ADS holders may instruct the depositary to vote the ordinary shares underlying
their ADSs. ADS holders will not be entitled to attend and vote at a general meeting unless they surrender their ADSs and withdraw the ordinary shares. However, ADS holders may not have sufficient advance notice about the meeting to surrender
their ADSs and withdraw the shares. If we ask for ADS holders’ instructions, the depositary will notify ADS holders of the upcoming vote and arrange to deliver our voting materials and form of notice to them. If we ask the depositary to solicit
voting instructions, the depositary will try, as far as practical, subject to Australian law and the provisions of the depositary agreement, to vote the shares as ADS holders instruct. The depositary will not vote or attempt to exercise the right
to vote other than in accordance with the instructions of ADS holders. We cannot assure ADS holders that they will receive the voting materials in time to ensure that they can instruct the depositary to vote their shares. In addition, there may
be other circumstances in which ADS holders may not be able to exercise voting rights.
ADS holders do not have the same rights to receive dividends or other distributions as our shareholders. Subject to any special rights or restrictions attached to any shares, the directors may
determine that a dividend will be payable on our ordinary shares and fix the amount, the time for payment and the method for payment (although we have never declared or paid any cash dividends on our ordinary shares and we do not anticipate paying
any cash dividends in the foreseeable future). Dividends may be paid on our ordinary shares of one class but not another and at different rates for different classes. Dividends and other distributions payable to our shareholders with respect to
our ordinary shares generally will be payable directly to them. Any dividends or distributions payable with respect to ordinary shares represented by ADSs will be paid to the depositary, which has agreed to pay to ADS holders the cash dividends or
other distributions it or the custodian receives on shares or other deposited securities, after deducting its fees and expenses. Before the depositary makes a distribution to you in respect of your ADSs, any withholding taxes that must be paid
will be deducted. Additionally, if the exchange rate fluctuates during a time when the ADS depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution. ADS holders will receive these distributions in
proportion to the number of ordinary shares their ADSs represent. In addition, there may be certain circumstances in which the depositary may not pay to ADS holders amounts distributed by us as a dividend or distribution.
There are circumstances where it may be unlawful or impractical to make distributions to the holders of the ADSs.
The deposit agreement requires the depositary to convert foreign currency distributions it receives on deposited ordinary shares into U.S. dollars and distribute the net U.S. dollars to ADS holders
if it can do so on a reasonable basis and transfer the money to the United States. If it cannot make that conversion and transfer, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it
is possible to do so. If a distribution is payable by us in Australian dollars, the depositary will hold the foreign currency it cannot convert for the account of ADS holders who have not been paid. It will not invest the foreign currency and it
will not be liable for any interest. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, ADS holders may lose some of the value of the distribution. The depositary is not responsible if it
decides that it is unlawful or impractical to make a distribution available to any ADS holders. This means that ADS holders may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for
us to make them available to them.
Rights as a holder of ordinary shares are governed by Australian law and our Constitution and differ from the rights of shareholders under U.S. law. Holders of
the ADSs may have difficulty in effecting service of process in the United States or enforcing judgments obtained in the United States.
We are a public company incorporated under the laws of Australia. Therefore, the rights of holders of our ordinary shares are governed by Australian law and our Constitution. These rights differ
from the typical rights of shareholders in U.S. corporations. The rights of holders of ADSs are affected by Australian law and our Constitution but are governed by U.S. law. Circumstances that under U.S. law may entitle a shareholder in a U.S.
company to claim damages may also give rise to a cause of action under Australian law entitling a shareholder in an Australian company to claim damages. However, this will not always be the case.
Holders of the ADSs may have difficulties enforcing, in actions brought in courts in jurisdictions located outside the United States, liabilities under U.S. securities laws. In particular, if such a holder sought
to bring proceedings in Australia based on U.S. securities laws, the Australian court might consider whether:
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it did not have jurisdiction;
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it was not an appropriate forum for such proceedings;
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applying Australian conflict of laws rule, U.S. law (including U.S. securities laws) did not apply to the relationship between holders of our ordinary shares or ADSs and us or our directors
and officers; or
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the U.S. securities laws were of a public or penal nature and should not be enforced by the Australian court.
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Certain of our directors and executive officers are residents of countries other than the United States. Furthermore, a portion of our and their assets are located outside the United States. As a result, it may
not be possible for a holder of our ordinary shares or ADSs to:
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effect service of process within the United States upon certain directors and executive officers or on us;
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enforce in U.S. courts judgments obtained against any of our directors and executive officers or us in the U.S. courts in any action, including actions under the civil liability provisions
of U.S. securities laws;
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enforce in U.S. courts judgments obtained against any of our directors and senior management or us in courts of jurisdictions outside the United States in any action, including actions
under the civil liability provisions of U.S. securities laws; or
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bring an original action in an Australian court to enforce liabilities against any of our directors and executive officers or us based upon U.S. securities laws.
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Holders of our ordinary shares and the ADSs may also have difficulties enforcing in courts outside the U.S. judgments obtained in the U.S. courts against any of our directors and executive officers or us, including
actions under the civil liability provisions of the U.S. securities laws.
The dual listing of our ordinary shares and the ADSs may adversely affect the liquidity and value of the ADSs.
Our ordinary shares are listed on the ASX. We cannot predict how the dual listing of our ordinary shares on ASX and our ADSs on Nasdaq will affect the value of these securities. Dual listing may dilute the
liquidity in one or both markets and may adversely affect the development of an active trading market for the ADSs in the United States.
Currency fluctuations may adversely affect the price of the ADSs relative to the price of our ordinary shares.
The price of our ordinary shares is quoted in Australian dollars and the price of the ADSs is quoted in U.S. dollars. Movements in the Australian dollar/U.S. dollar exchange rate may adversely affect the U.S.
dollar price of the ADSs and the U.S. dollar equivalent of the price of our ordinary shares. If the Australian dollar weakens against the U.S. dollar, the U.S. dollar price of the ADSs could decline, even if the price of our ordinary shares in
Australian dollars increases or remains unchanged. If we pay dividends, we will likely calculate and pay any cash dividends in Australian dollars and, as a result, exchange rate movements will affect the U.S. dollar amount of any dividends
holders of the ADSs will receive from the depositary.
As a foreign private issuer, we are permitted and expect to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to
domestic issuers.
As a foreign private issuer listed on Nasdaq, we will be permitted to, and intend to, follow certain home country corporate governance practices in lieu of certain Nasdaq practices. In particular, we follow home
country law instead of Nasdaq practice regarding: (i) the requirement that a majority of the board of directors be independent; (ii) the establishment of independent committees to oversee compensation matters and director nominations; (iii) the
requirement that we obtain shareholder approval for certain dilutive events, such as an issuance that may result in a change of control of the company, certain transactions other than a public offering involving issuances of a 20% or more
interest in the company and certain acquisitions of the stock or assets of another company; and (iv) the requirement to have at least annual meetings of independent directors in executive sessions. See “Item
16G. Corporate Governance” for additional information with respect to these differences.
As a foreign private issuer, we are permitted to file less information with the SEC than a company that files as a domestic issuer.
As a foreign private issuer, we are exempt from certain rules under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, that impose disclosure requirements as well as procedural requirements
for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act.
Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as a company that files as a domestic issuer whose securities are registered under the Exchange Act, nor are we generally
required to comply with the SEC’s Regulation FD, which restricts the selective disclosure of material non-public information.
Under Australian law, we prepare financial statements on an annual and semi-annual basis, we are not required to prepare or file quarterly financial information other than quarterly updates. Our quarterly updates
have consisted of a brief review of operations for the quarter together with a statement of cash expenditure during the quarter, the cash and cash equivalents balance as at the end of the quarter and estimated cash outflows for the following
quarter.
For as long as we are a “foreign private issuer,” we intend to file our annual financial statements on Form 20-F and furnish our semi-annual financial statements and quarterly updates on Form 6-K to the SEC as long
as we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. However, the information we file or furnish is not the same as the information that is required in annual and quarterly reports on Form 10-K or Form 10-Q
for U.S. domestic issuers. Accordingly, there may be less information publicly available concerning us than there is for a company that files as a U.S. issuer.
We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal,
accounting and other expenses.
We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We would cease to be a foreign private issuer at such time as more than 50% of our
outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (1) the majority of our executive officers or directors are U.S. citizens or residents; (2) more than 50% of our assets are located in
the United States; or (3) our business is administered principally in the United States. Since more than 50% of our assets are located in the United States, we will lose our status as a foreign private issuer if more than 50% of our outstanding
voting securities are held by U.S. residents as of the last day of our second fiscal quarter in any year. If we lost this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic
issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices and to comply with United States generally accepted accounting
principles, as opposed to IFRS. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be higher than the cost we would incur as
a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs.
We are an emerging growth company, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies may make the ADSs less attractive to
investors and, as a result, adversely affect the price of the ADSs and result in a less active trading market for the ADSs.
We are an emerging growth company as defined in the U.S. Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not emerging growth companies. For example, we have elected to rely on an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act relating to internal control
over financial reporting, and we will not provide such an attestation from our auditors.
We may avail ourselves of these disclosure exemptions until we are no longer an emerging growth company. We cannot predict whether investors will find the ADSs less attractive because of our reliance on some or
all of these exemptions. If investors find the ADSs less attractive, it may adversely affect the price of the ADSs and there may be a less active trading market for the ADSs.
We will cease to be an emerging growth company upon the earliest of:
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the last day of the fiscal year during which we have total annual gross revenues of US$1,235,000,000 (as such amount is indexed for inflation every five years by the United States
Securities and Exchange Commission, or SEC) or more;
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the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the
Securities Act, which is currently expected to be December 31, 2027;
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the date on which we have, during the previous three-year period, issued more than US$1,000,000,000 in non-convertible debt; or
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the date on which we are deemed to be a “large accelerated filer”, as defined in Rule 12b-2 of the Exchange Act, which would occur in future fiscal
years if the market value of our ordinary shares and ADSs that are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently-completed second fiscal quarter.
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We will incur significant increased costs as a result of operating as a company whose ADSs are publicly traded in the United States, and our management will be required to
devote substantial time to new compliance initiatives.
As a company whose ADSs will be publicly traded in the United States, we will incur significant legal, accounting, insurance and other expenses that we did not previously incur. In addition, the Sarbanes-Oxley
Act, Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules implemented by the SEC, have imposed various requirements on public companies including requiring establishment and maintenance of effective disclosure and internal
controls. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives, and we will need to add additional personnel and build our internal compliance infrastructure. Moreover, these rules
and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. These laws and regulations could also make it more difficult and expensive for us to attract and retain
qualified persons to serve on our board of directors, our board committees or as our senior management. Furthermore, if we are unable to satisfy our obligations as a public company in the United States, we could be subject to delisting of the
ADSs, fines, sanctions and other regulatory action and potentially civil litigation.
We do not anticipate paying dividends in the foreseeable future.
We do not anticipate paying dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Dividends, if any, on our outstanding ordinary
shares will be declared by and subject to the discretion of our Board of Directors on the basis of our earnings, financial requirements and other relevant factors, and subject to Australian law. As a result, a return on your investment will only
occur if the ADS price appreciates. We cannot assure you that the ADSs will appreciate in value or even maintain the price at which you purchase the ADSs. You may not realize a return on your investment in the ADSs and you may even lose your
entire investment in the ADSs.
If U.S. securities or industry analysts do not publish research reports about our business, or if they issue an adverse opinion about our business, the market price and
trading volume of our ordinary shares or ADSs could decline.
The trading market for our ordinary shares and ADSs will be influenced by the research and reports that U.S. securities or industry analysts publish about us or our business. Securities and industry analysts may
discontinue research on us, to the extent such coverage currently exists, or in other cases, may never publish research on us. If no or too few U.S. securities or industry analysts commence coverage of our Company, the trading price for the ADSs
would likely be negatively affected. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade the ADSs or publish inaccurate or unfavorable research about our business, the market
price of the ADSs would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for the ADSs could decrease, which might cause our price and trading volume to decline. In
addition, research and reports that Australian securities or industry analysts publish about us, our business or our ordinary shares may impact the market price of the ADSs.
You may be subject to limitations on transfers of the ADSs.
The ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its
duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of
any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.
Our Constitution and Australian laws and regulations applicable to us may adversely affect our ability to take actions that could be beneficial to our shareholders.
As an Australian company we are subject to different corporate requirements than a corporation organized under the laws of the United States. Our Constitution, as well as the Australian Corporations Act, set forth
various rights and obligations that are unique to us as an Australian company. These requirements may operate differently than those of many U.S. companies. You should carefully review the summary of these matters set forth under the section
entitled “Additional Information—Constitutional Documents – Description of Share Capital” as well as our Constitution, which is incorporated by reference to Exhibit 1.1 to our registration statement on Form
20-F, filed on June 3, 2022.
If we fail to maintain proper internal controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired.
We are subject to the reporting obligations under the U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act, has adopted rules requiring a public company to include a report of
management on the effectiveness of such company’s internal control over financial reporting in its transition report on Form 20-F. In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, an
independent registered public accounting firm for a public company must issue an attestation report on the effectiveness of our internal control over financial reporting. If in the future we are unable to conclude that we have effective internal
controls over financial reporting or our independent auditors are unwilling or unable to provide us with an unqualified report on the effectiveness of our internal controls over financial reporting as required by the Sarbanes-Oxley Act, investors
may lose confidence in our operating results, the price of the ADSs could decline and we may be subject to litigation or regulatory enforcement actions. In addition, if we are unable to meet the requirements of the Sarbanes-Oxley Act, we may not
be able to remain listed on Nasdaq.
We believe that we were a passive foreign investment company (“PFIC”) for U.S.
federal income tax purposes for the taxable year ended June 30, 2025, and we expect to be a passive foreign investment company for the current taxable year, which could have adverse tax consequences for our investors.
The rules governing PFICs can have adverse consequences for U.S. investors for U.S. federal income tax purposes. Under the Internal Revenue Code of 1986, as amended (the “Code”), we will be a PFIC for any taxable
year in which, after the application of certain “look-through” rules with respect to our subsidiaries, either (i) 75% or more of our gross income consists of “passive income,” or (ii) 50% or more of the average quarterly value of our assets
consist of assets that produce, or are held for the production of, “passive income.” Passive income generally includes interest, dividends, rents, certain non-active royalties and capital gains. As discussed in “Taxation—Material U.S. Federal
Income Tax Considerations—Certain Tax Consequences If We Are a PFIC,” we believe that we were a PFIC for the taxable year ended June 30, 2025 because we did not have active business income in that taxable year, and we expect to be a PFIC for the
current taxable year because we do not expect to begin active business operations in the current taxable year.
If we are a PFIC for any taxable year during which a U.S. Holder (as defined in “Taxation—Material U.S. Federal Income Tax Considerations”) holds ADSs or ordinary shares, we generally would continue to be treated
as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds ADSs or ordinary shares, even if we ceased to meet the threshold requirements for PFIC status. Such a U.S. Holder may suffer adverse tax
consequences, including ineligibility for any preferential tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred and additional reporting requirements under U.S. federal income tax laws
and regulations. A U.S. Holder may, in certain circumstances, make a timely qualified electing fund (“QEF”) election or a mark-to-market election to avoid or minimize the adverse tax consequences described above. We do not, however, expect to
provide the information regarding our income that would be necessary in order for a U.S. Holder to make a QEF election. Potential investors should consult their tax advisors regarding all aspects of the application of the PFIC rules to the ADSs
and ordinary shares.
If we fail to maintain proper internal controls, our ability to produce accurate financial statements or comply with applicable regulations could be
impaired.
We are subject to the reporting obligations under the U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act, has adopted rules requiring a public company to
include a report of management on the effectiveness of such company’s internal control over financial reporting in its transition report on Form 20-F. In addition, once we cease to be an “emerging growth company,” as such term is defined in the
JOBS Act, an independent registered public accounting firm for a public company must issue an attestation report on the effectiveness of our internal control over financial reporting. If in the future we are unable to conclude that we have
effective internal controls over financial reporting or our independent auditors are unwilling or unable to provide us with an unqualified report on the effectiveness of our internal controls over financial reporting as required by the
Sarbanes-Oxley Act, investors may lose confidence in our operating results, the price of the ADSs could decline and we may be subject to litigation or regulatory enforcement actions.
| ITEM 4. |
INFORMATION ON THE COMPANY
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History and Development of the Company
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Overview
ioneer Ltd’s primary business is developing a lithium-boron mine and processing facility, known as the Rhyolite Ridge Project, in Esmeralda County, Nevada, United States. The Project is located on public land
administered by the BLM of the U.S. Department of Interior. ioneer Ltd. currently holds a 100% interest in the project.
The SEC maintains an internet site at http://www.sec.gov that contains reports, information statements, and other information regarding issuers that file electronically with the SEC.
History
Several previous drilling and exploration projects have occurred at or near the project site, with the earliest known boron exploration beginning in the 1890s. Major exploration activities at the site have
included:
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Stauffer Chemicals drilling boreholes in the vicinity more than 50 years ago.
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U.S. Borax drilled 16 holes on the Cave Spring property between 1987 and 1992 and excavated and sampled numerous trenches. U.S. Borax held claims until sometime after 2000, at which time
the property was released by U.S. Borax and acquired by Gold Summit Corp.
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In 2003, our predecessor, Global Geoscience Limited, began exploratory operations in Nevada under the leadership of our current Managing Director, Bernard Rowe.
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In 2010 and 2011, JOGMEC-American Lithium, after acquiring the property from Gold Summit, resampled existing trenches and drilled a total of 21 diamond core HQ-sized core holes
(approximately 16,850 feet) as well as 15 reverse circulation (RC) rotary percussion holes (approximately 12,000 feet) in the South Basin, for a total of nearly 29,000 feet of drilling.
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In 2015, Boundary Peak Minerals acquired mineral rights to the property prior to its transfer to us in 2016.
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ioneer’s history at Rhyolite Ridge has included:
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In 2016, we acquired our initial interest in the Rhyolite Ridge Project under a Mining Lease and Option to Purchase Agreement with Boundary Peak Minerals dated June 3, 2016. We exercised
our option to purchase and acquired title to the unpatented mining claims in May 2017.
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During 2016 and 2017, we drilled an additional 28 RC holes (17,330 feet) and 3 diamond HQ core holes (about 2,800 feet) at the property, for a total of over 20,000 feet of drilling.
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During 2017 and 2018, we performed all payment obligations under the mining lease.
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In October 2018, we completed a Prefeasibility Study (“PFS”).
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During 2018 and 2019, we commissioned additional infill drilling to further define the lithium-boron resource at the site, collecting and testing approximately 29,000 feet of additional
core and installing one test well, three monitoring wells, and five vibrating wire piezometers. In addition, we signed our first binding offtake agreement for boron.
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In 2020, we completed a Definitive Feasibility Study (“DFS”) which affirmed the Project’s scale, long life and potential to become a low-cost and
globally significant producer of both lithium and boron products.
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During 2021, we announced our first lithium offtake agreement and continued to advance engineering, funding discussions and project permitting.
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In June 2021, we agreed a binding 3-year offtake agreement with EcoPro Innovation for 2,000 tpa of lithium carbonate.
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In September 2021, we agreed to enter into the Strategic Partnership with Sibanye-Stillwater to develop the Rhyolite Ridge Project. Under the terms of the agreement, subject to the
satisfaction of conditions precedent, Sibanye-Stillwater will contribute US$490 million for a 50% interest in the Joint Venture holding the project, with ioneer maintaining a 50% interest and retaining operatorship.
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In October 2021, the Company completed a US$70 million strategic investment by Sibanye-Stillwater.
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In February 2022, we announced that EcoPro Innovation, a major Korean battery manufacturer had increased its 3-year lithium offtake volume to 7,000 tpa.
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In June 2022, our ADSs were listed and commenced trading on Nasdaq.
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In July 2022, we agreed a binding 5-year offtake agreement with the Ford Motor Company for 7,000 tpa of lithium carbonate.
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In August 2022, we announced a binding 5-year offtake agreement with Prime Planet Energy & Solutions, Inc. (“PPES”), a joint venture between
Toyota Motor Corporation and Panasonic Corporation, for 4,000 tpa of lithium carbonate.
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In December 2022, the BLM announced its decision to publish the Notice of Intent for Rhyolite Ridge Lithium-Boron Project in the federal register, representing a major milestone toward
completion of the NEPA process and approval of the Project’s Plan of Operations.
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In January 2023, we announced finalization of a term sheet and offer of a Conditional Commitment for a proposed loan of up to US$700 million from the DOE Office of EDF (formerly the LPO)
for financing the construction of the Rhyolite Ridge Lithium-Boron Project.
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In May 2023, we announced a lithium offtake agreement with Dragonfly Energy Holdings Corp. (NASDAQ: DFLI), a Nevada-based industry leader in energy storage for 250 tpa of lithium carbonate.
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In October 2023, we announced a Research and Development Memorandum of Understanding with EcoPro Innovation Co Ltd, a global leader in battery grade high purity lithium hydroxide
conversion. The Lithium Clay R&D project is currently excluded from the Stage 1 Project design and economics.
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In April 2024, we announced the draft Environmental Impact Statement (“DEIS”) for the Project was made public by the Federal Bureau of Land
Management (BLM) and was published in the Federal Register.
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In April 2024, we announced that we had completed three separate geotechnical drilling programs (53 drill holes in total) under 2920 permits with a primary reason to collect geotechnical
data. The 53 holes were drilled outside of the then mineral resource over an area of approximately 0.8 km2 – compared to the 3 km2 footprint of the current Resource.
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| • |
In September 2024, the BLM published the Final Environmental Impact Statement (“EIS”) regarding the Rhyolite Ridge Project, which included the USFWS
Biological Opinion concluding the Project would not jeopardize ESA-listed Tiehm’s buckwheat or adversely modify its critical habitat. Publication of the Final EIS begins a 30-day statutory waiting period before a Record of Decision can
be issued.
|
| • |
In October 2024, ioneer announced it had received a positive Record of Decision, being final approval from the U.S. Government to develop the Rhyolite Ridge Project.
|
| • |
In January 2025, ioneer announced the closing of a US$996 million loan (consisting of $968 million in principal and $28 million of capitalized interest) from the U.S. Department of Energy
Office of EDF (formerly the LPO) under the Advanced Technology Vehicles Manufacturing program to support the development of an on-site processing facility at the Rhyolite Ridge Lithium-Boron Project.
|
| • |
In February 2025, Sibanye-Stillwater announced that it had decided not to proceed with the proposed joint venture in the Rhyolite Ridge Project.
|
| • |
In March 2025, the Company announced a 45% increase in the mineral resource estimate for the Rhyolite Ridge Project to 510 Million tonne (“Mt”).
|
| • |
In June 2025, ioneer announced the more than quadrupling of ore reserve to 247 Mt, and updated economics for the Project.
|
| • |
In September 2025, ioneer announced a further material improvement in Project economics achieved through reducing vat leach retention time from three days to two days.
|
| • |
In October 2025, ioneer announced a further material improvement in Project economics achieved through reducing vat leach retention time from two days to one and a half days.
|
| • |
In November 2025, the U.S. Department of Interior updated the Final 2025 List of Critical Minerals to include boron.
|
| • |
In February 2026, ioneer completed an equity raise on the ASX for gross proceeds of A$72 million (~US$50 million).
|
| • |
On March 31, 2026, ioneer announced that the U.S. District Court issued its decision in Center for Biological Diversity v. Stone-Manning, upholding
the approval of the Rhyolite Ridge mine plan and affirming that the BLM and USFWS had complied with the Endangered Species Act, Federal Land Policy and Management Act, and National Environmental Policy Act in their review and approval of
Rhyolite Ridge. On April 9, 2026, the plaintiffs filed a notice of appeal of the District Court’s decision to the Ninth Circuit. The appeal is not expected to delay commencement of construction.
|
Following the completion of all permitting activities, pre-construction engineering works, offtake agreements for lithium and boron and funding discussions, we intend to undertake mining and
processing activities to become a U.S. source of lithium and boron.
Location of the Rhyolite Ridge Project in Nevada
Our U.S. office is located at 9460 Double R. Blvd, Suite 200, Reno, Nevada 89521. Our corporate office is located at Suite 16.01, Level 16, 213 Miller Street, North Sydney, NSW 2060, Australia. The telephone
number of our U.S. office is +1 (775) 382-4800 and the telephone number of our corporate office is +61 (2) 9922-5800.
Our ordinary shares are publicly traded on the Australian Securities Exchange, or ASX, under the symbol “INR”.
Our ADSs, each representing 40 of our ordinary shares, are listed on Nasdaq under the symbol “IONR”. The Bank of New York Mellon acts as depositary for the ADSs.
We also maintain a web site at www.ioneer.com. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this Transition
Report on Form 20-F, and the reference to our website in this Transition Report on Form 20-F is an inactive textual reference only.
We were originally incorporated on October 26, 2001, as Paradigm Geoscience Pty Ltd. The Company changed its name to Global Geoscience Pty Limited on September 21, 2007, and was listed on the Australian Stock
exchange as a public company on December 19, 2007. On October 31, 2018, the Company changed its name to ioneer Ltd.
Strengths
We believe that we are well-positioned to successfully execute our business strategies because of the following competitive strengths:
| • |
Demonstrated potential to become a world-class lithium-boron producer
|
| • |
Definitive Feasibility Study (2020) and updated Project economics (2025) confirm plans for a large, long-life, low-cost operation
|
| • |
Strategically advantageous location in a tier-one mining jurisdiction with easy access to key US and Asian markets
|
| • |
Set to produce two materials essential in a modern world and well-positioned to capitalize on expected lithium demand boom
|
| • |
Completed offtake strategy for both boron and lithium production, obtained significant debt financing, subject to the satisfaction of conditions precedent, via the US$996 million
conditional loan from U.S. Department of Energy Office of EDF (formerly the LPO)
|
| • |
Engaged top-tier mining, engineering, processing and environmental partners in Fluor, Veolia, and Atkins (previously SNC Lavalin). Approximately 70% detailed engineering has been completed
on a state-of-the-art facility
|
| • |
Highly experienced board and management with necessary skills to develop, build and operate a world-class lithium-boron mine
|
Development Plans
Subject to market conditions and the ability to define an economically viable project, our business plan for the Project is to become a low-cost and globally significant producer of both lithium and boron
products. We plan to effect our business plan by:
| • |
Complete required permitting and zoning activities. Though we must obtain several permits, there are three key permits necessary
before we can begin construction at Rhyolite Ridge, namely:
|
| • |
a Class II Air Quality Permit from the Nevada State Government (Received in June 2021) was resubmitted for approval to amend it for the updated approved mine plan - received July 2025
|
| • |
a Water Pollution Control Permit from the Nevada State Government (Received July 2021) was resubmitted for approval to amend it for the updated approved mine plan – received August 2025;
and
|
| • |
completion of an environmental review and final decision by the federal government authorizing the use of federal land under the National Environmental Policy Act (“NEPA”) – received in October 2024.
|
| • |
Undertake discussions with potential offtake parties for future sales of lithium and boron products.
|
| • |
Lithium – We announced our first lithium offtake agreement on June 30, 2021 with EcoPro Innovation (“EcoPro”), a large Korean lithium and
battery materials manufacturer. On February 16, 2022 we announced that EcoPro had exercised an option under the agreement to increase the annual supply volume. Under the agreement, we will deliver 7,000 tonnes per annum (tpa) of lithium
carbonate to EcoPro over a three-year term, which we estimate will represent approximately one-third of our projected lithium carbonate production over that period. On July 22, 2022 we announced a five-year binding offtake agreement with
the Ford Motor Company for the supply of 7,000 tpa of technical grade lithium carbonate. On August 1, 2022 we announced the signing of a further five-year binding offtake agreement with PPES, a joint venture battery company between
Toyota Motor Corporation and Panasonic Corporation. The agreement is for a total of 4,000 tonnes per annum of lithium carbonate from ioneer’s Rhyolite Ridge Lithium-Boron operation in Nevada and represents approximately 20% of annual
output in the first five years of production. In total, the three binding offtake agreements account for approximately 90% of our expected first three years of production of lithium carbonate. In May 2023, we announced a commercial
offtake agreement partnership with Dragonfly Energy Holdings Corp. (“Dragonfly”) for a variable amount of surplus tonnes available after meeting previously announced offtake commitments. The contract duration is three years beginning when
ioneer notifies Dragonfly that the project has been fully completed and commissioned.
|
| • |
Boron – On December 18, 2019, we announced our first binding offtake agreement for the sale of boric acid to Dalian Jinma Boron Technology Group Co. Ltd (“Jinma”) for 105,000 tpa of boric acid which included a distribution agreement for the territories of China and Taiwan. On May 21, 2020, we announced that we had secured two separate boric acid Distribution and Sales
Agreements for the supply of boric acid to Kintamani Resources Pte Limited and Boron Bazar Limited. In aggregate, the volume commitments and minimum volume targets in these agreements place 100% of our first four years of projected boric
acid production. As with our lithium carbonate agreements, we anticipate entering into offtake and other sales agreements with a variety of partners to build a diversified customer base for our boric acid production. We anticipate that
our boric acid production will account for approximately 25% of the Project’s revenue.
|
| • |
Complete pre-construction engineering. This workstream includes progressing engineering to the start of the Full Notice to
Proceed (“FNTP”) phase; also known as the Engineering, Procurement, and Construction Management (“EPCM”) phase. The key aim of ongoing activities is to be
construction ready to support construction mobilization following FNTP award. The FNTP award will be dependent on the receipt of all permitting.
|
| • |
Complete required financing activities. We estimated in October 2025 that development of the Rhyolite Ridge Project would
require approximately US$1,683.2 million, and we will update the cost estimate prior to making an FID. If we ultimately make an FID to develop the Project, we will need to secure substantial additional funds to complete development. We
plan to fund the capital expense by raising equity capital by selling an interest in the Rhyolite Ridge Project to a strategic partner and drawing on the DOE Loan of US$996 million, subject to the satisfaction of conditions precedent.
Even if the conditions precedent to first draw of the DOE Loan are met, we may need to secure substantial additional funds, through future debt or equity financings, to complete development of the Project.
|
| • |
Complete Construction at the Rhyolite Ridge Project. We are targeting to commence construction as soon as all permitting is
received, funding is in place and the Company makes an FID to construct the Project. The timing of making an FID and starting construction is dependent on the outcomes of the strategic partnering process. Construction is expected to be
approximately 36 months (including the supply of long-lead items). We anticipate a 6-month period of ramp-up of production post the start of construction.
|
| • |
Continue our exploration programs. Our development of the Rhyolite Ridge Project is situated in the southern basin (the “South Basin”) and all resource and reserve estimates are for the South Basin. Pursuant to our mine plan of operations, we intend to conduct further activities to define additional reserves and
resources in the South Basin. We are also currently undertaking technical studies to assess the additional economic potential of the northern basin of Rhyolite Ridge (the “North Basin”) and
defining additional reserves and resources.
|
Summary Mineral Resource Data
We are required by ASX Listing Rules to report ore reserves and mineral resources in Australia in compliance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves
(the JORC Code 2012 Edition) prepared by the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (JORC). In contrast, the SEC generally
requires disclosure of mining reserves and resource in accordance with Regulation S-K, Subpart 1300.
Mineral Resource Estimate (exclusive of ore reserves), for Rhyolite Ridge South Basin (as of the end of October, 2025 Based on Prices Set Forth in Footnote 6 Below)
|
Stream
|
Group
|
Classification
|
Tonnage
kt
|
Li
ppm
|
B
ppm
|
Li2CO3
wt. %
|
H3BO3
wt. %
|
Contained
Li2CO3
kt
|
Contained
H3BO3
kt
|
|
Stream 1 (>= 5,000 ppm B)
|
Upper Zone
B5 Unit
|
Measured
|
10,414
|
1,921
|
15,063
|
1.02
|
8.61
|
106
|
897
|
|
Indicated
|
7,214
|
1,749
|
13,240
|
0.93
|
7.57
|
67
|
546
|
||
|
Total (M&I)
|
17,628
|
1,850
|
14,317
|
0.98
|
8.19
|
174
|
1,443
|
||
|
Inferred
|
10,628
|
1,712
|
10,563
|
0.91
|
6.04
|
97
|
642
|
||
|
Total (MII)
|
28,256
|
1,798
|
12,905
|
0.96
|
7.38
|
270
|
2,085
|
||
|
Upper Zone
M5 Unit
|
Measured
|
1,073
|
2,186
|
7,397
|
1.16
|
4.23
|
12
|
45
|
|
|
Indicated
|
813
|
2,100
|
7,535
|
1.12
|
4.31
|
9
|
35
|
||
|
Total (M&I)
|
1,886
|
2,149
|
7,456
|
1.14
|
4.26
|
22
|
80
|
||
|
Inferred
|
763
|
2,197
|
6,515
|
1.17
|
3.73
|
9
|
28
|
||
|
Total (MII)
|
2,650
|
2,163
|
7,185
|
1.15
|
4.11
|
31
|
109
|
||
|
Upper Zone
S5 Unit
|
Measured
|
1,456
|
1,560
|
7,467
|
0.83
|
4.27
|
12
|
62
|
|
|
Indicated
|
1,393
|
1,570
|
7,133
|
0.84
|
4.08
|
12
|
57
|
||
|
Total (M&I)
|
2,849
|
1,565
|
7,303
|
0.83
|
4.18
|
24
|
119
|
||
|
Inferred
|
1,572
|
1,400
|
6,469
|
0.75
|
3.70
|
12
|
58
|
||
|
Total (MII)
|
4,421
|
1,506
|
7,006
|
0.80
|
4.01
|
35
|
177
|
||
|
Upper Zone
Total
|
Measured
|
12,943
|
1,903
|
13,573
|
1.01
|
7.76
|
131
|
1,005
|
|
|
Indicated
|
9,420
|
1,752
|
11,843
|
0.93
|
6.77
|
88
|
638
|
||
|
Total (M&I)
|
22,364
|
1,839
|
12,845
|
0.98
|
7.34
|
219
|
1,643
|
||
|
Inferred
|
12,963
|
1,703
|
9,828
|
0.91
|
5.62
|
117
|
728
|
||
|
Total (MII)
|
35,327
|
1,789
|
11,738
|
0.95
|
6.71
|
336
|
2,371
|
||
|
Lower Zone
L6 Unit
|
Measured
|
12,014
|
1,355
|
9,838
|
0.72
|
5.63
|
87
|
676
|
|
|
Indicated
|
26,139
|
1,318
|
10,365
|
0.70
|
5.93
|
183
|
1,549
|
||
|
Total (M&I)
|
38,153
|
1,330
|
10,199
|
0.71
|
5.83
|
270
|
2,225
|
||
|
Inferred
|
13,914
|
1,415
|
12,287
|
0.75
|
7.03
|
105
|
978
|
||
|
Total (MII)
|
52,066
|
1,353
|
10,757
|
0.72
|
6.15
|
375
|
3,203
|
||
|
Total Stream 1 (all zones)
|
Measured
|
24,957
|
1,639
|
11,775
|
0.87
|
6.73
|
218
|
1,680
|
|
|
Indicated
|
35,559
|
1,433
|
10,757
|
0.76
|
6.15
|
271
|
2,187
|
||
|
Total (M&I)
|
60,516
|
1,518
|
11,177
|
0.81
|
6.39
|
489
|
3,868
|
||
|
Inferred
|
26,877
|
1,554
|
11,101
|
0.83
|
6.35
|
222
|
1,706
|
||
|
Total (MII)
|
87,393
|
1,529
|
11,153
|
0.81
|
6.38
|
711
|
5,574
|
||
|
Stream 2 (>= 11.13/tonne net value, < 5,000 ppm B. Low Clay)
|
Upper Zone
B5 Unit
|
Measured
|
438
|
2,327
|
2,913
|
1.24
|
1.67
|
5
|
7
|
|
Indicated
|
363
|
2,088
|
3,668
|
1.11
|
2.10
|
4
|
8
|
||
|
Total (M&I)
|
801
|
2,219
|
3,255
|
1.18
|
1.86
|
9
|
15
|
||
|
Inferred
|
3,717
|
1,688
|
1,764
|
0.90
|
1.01
|
33
|
37
|
||
|
Total (MII)
|
4,518
|
1,782
|
2,028
|
0.95
|
1.16
|
43
|
52
|
||
|
Upper Zone
S5 Unit
|
Measured
|
10,126
|
958
|
1,161
|
0.51
|
0.66
|
52
|
67
|
|
|
Indicated
|
9,025
|
947
|
1,392
|
0.50
|
0.80
|
45
|
72
|
||
|
Total (M&I)
|
19,151
|
953
|
1,270
|
0.51
|
0.73
|
97
|
139
|
||
|
Inferred
|
17,145
|
847
|
934
|
0.45
|
0.53
|
77
|
92
|
||
|
Total (MII)
|
36,296
|
902
|
1,111
|
0.48
|
0.64
|
174
|
231
|
||
|
Upper Zone
Total
|
Measured
|
10,565
|
1,015
|
1,233
|
0.54
|
0.71
|
57
|
75
|
|
|
Indicated
|
9,87
|
991
|
1,480
|
0.53
|
0.85
|
50
|
79
|
||
|
Total (M&I)
|
19,952
|
1,004
|
1,349
|
0.53
|
0.77
|
107
|
154
|
||
|
Inferred
|
20,862
|
977
|
1,082
|
0.53
|
0.62
|
111
|
129
|
||
|
Total (MII)
|
40,418
|
1,000
|
1,213
|
0.53
|
0.69
|
217
|
283
|
||
|
Lower Zone
L6 Unit
|
Measured
|
19,094
|
1,152
|
1,975
|
0.61
|
1.13
|
117
|
216
|
|
|
Indicated
|
51,498
|
1,155
|
1,619
|
0.61
|
0.93
|
317
|
477
|
||
|
Total (M&I)
|
70,592
|
1,154
|
1,715
|
0.61
|
0.98
|
434
|
692
|
||
|
Inferred
|
48,433
|
1,232
|
794
|
0.66
|
0.45
|
318
|
220
|
||
|
Total (MII)
|
119,026
|
1,186
|
1,340
|
0.63
|
0.77
|
747
|
912
|
||
|
Total Stream 2 (all zones)
|
Measured
|
29.659
|
1.103
|
1,711
|
0.59
|
0.98
|
174
|
290
|
|
|
Indicated
|
60,885
|
1,130
|
1,597
|
0.60
|
0.91
|
366
|
556
|
||
|
Total (M&I)
|
90,544
|
1,121
|
1,634
|
0.60
|
0.93
|
540
|
846
|
||
|
Inferred
|
69,295
|
1,161
|
881
|
0.62
|
0.50
|
428
|
349
|
||
|
Total (MII)
|
159,840
|
1,138
|
1,308
|
0.61
|
0.75
|
968
|
1,195
|
||
|
Stream 3(>= 11.13/tonne net value, < 5,000 ppm B, High Clay)
|
Total Stream 3 (M5 zone)
|
Measured
|
12,222
|
2,199
|
1,504
|
1.17
|
0.86
|
143
|
105
|
|
Indicated
|
11,529
|
2,045
|
1,145
|
1.09
|
0.65
|
125
|
75
|
||
|
Total (M&I)
|
23,751
|
2,124
|
1,330
|
1.13
|
0.76
|
268
|
181
|
||
|
Inferred
|
12,119
|
1,621
|
579
|
0.86
|
0.33
|
105
|
40
|
||
|
Total (MII)
|
35,869
|
1,954
|
1,076
|
1.04
|
0.62
|
373
|
221
|
||
|
All Streams
|
M&I Resource
|
Measured
|
66,838
|
1,503
|
5,431
|
0.80
|
3.11
|
535
|
2,076
|
|
Indicated
|
107,974
|
1,327
|
4,565
|
0.71
|
2.61
|
763
|
2,819
|
||
|
Total (M&I)
|
174,812
|
1,395
|
4,896
|
0.74
|
2.80
|
1,298
|
4,894
|
||
|
Inferred Resource
|
Inferred
|
108,290
|
1,310
|
3,384
|
0.70
|
1.93
|
755
|
2,095
|
|
|
Total (MII)
|
283,102
|
1,362
|
4,318
|
0.73
|
2.47
|
2,053
|
6,989
|
Notes:
| 1. |
kt = thousand tonnes; Li = Lithium; B = Boron; ppm = parts per million; Li2CO3 = Lithium carbonate; H3BO3 = boric acid.
|
| 2. |
Totals may differ due to rounding, mineral resources reported on a dry in-situ basis. Lithium is converted to Equivalent Contained Tonnes of Lithium Carbonate (Li2CO3) using a stochiometric conversion
factor of 5.322, and boron is converted to Equivalent Contained Tonnes of Boric Acid (H3BO3) using a stochiometric conversion factor of 5.718. Equivalent stochiometric conversion factors are derived from the molecular weights of the
individual elements which make up Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3).
|
| 3. |
The statement of estimates of mineral resources has been compiled by the QP, a full-time employee of Independent Mining Consultants, Inc. and is independent of ioneer and its affiliates. The QP has
sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Qualified Person as defined in Subpart 1300.
|
| 4. |
All mineral resource figures reported in the table above represent estimates at October 2025. Mineral resource estimates are not precise calculations, being dependent on the interpretation of limited
information on the location, shape and continuity of the occurrence and on the available sampling results. The totals contained in the above table have been rounded to reflect the relative uncertainty of the estimate.
|
| 5. |
Mineral resources have been prepared in accordance with requirements of Subpart 1300. Mineral resources are also reported in accordance with the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves (The Joint Ore Reserves Committee Code – JORC 2012 Edition).
|
| 6. |
The mineral resource estimate is the result of determining the mineralized material that has a reasonable prospect of economic extraction. In making this determination, constraints were applied to the
geological model based upon a pit optimization analysis that defined a conceptual pit shell limit. The conceptual pit shell was based upon a net value per tonne calculation including a 5,000ppm boron cut-off grade for high boron – high
lithium (HiB-Li) mineralization (Stream 1) and a $11.13/tonne net value cut-off grade for low boron (LoB-Li) mineralization below 5,000ppm boron broke into two material types, low clay and high clay material respectfully (Stream 2 and
Stream 3). The pit shell was constrained by a conceptual mineral resource optimized pit shell for the purpose of establishing reasonable prospects of eventual economic extraction based on potential mining, metallurgical and processing
grade parameters identified by mining, metallurgical and processing studies performed to date on the Project. Key inputs in developing the mineral resource pit shell included a 5,000ppm boron cut-off grade for HiB-Li mineralization,
$11.13/tonne net value cut-off grade for LoB-Li low clay mineralization and LoB-Li high clay mineralization; mining cost of US$1.69 /tonne; G&A cost of US$11.13 /process tonne; plant feed processing and grade control costs which
range between US$17.49/tonne and US$80.11/tonne of plant feed (based on the acid consumption per stream and the mineral resource average grades); boron and lithium recovery (respectively) for Stream 1: M5 80.2% and 85.7%, B5 76.6% and
85.3%, S5 75.4% and 80.9%, L6 72.3% and 75.6%; Stream 2 and 3: M5 65.0% and 78.0%, B5 76.6% and 85.3%, S5 45.2% and 83.2%, L6 29.4% and 74.9%, respectively; boric acid sales price of US$1,172.78/tonne; lithium carbonate sales price of
US$19,351.38/tonne.
|
| 7. |
The mineral resource is reported exclusive of the mineral reserves.
|
In December 2022, the United States Fish and Wildlife Service listed Tiehm’s buckwheat as an endangered species under the Endangered Species Act (ESA) and has designated critical habitat by
way of applying a 500 meter radius around several distinct plant populations that occur on the Project site. ioneer is committed to the protection and conservation of the Tiehm’s buckwheat. The Project’s Mine Plan of Operations, approved by
the BLM’s ROD in October 2024, has no direct impact on Tiehm’s buckwheat and includes measures to minimize and mitigate for indirect impacts within the designated critical habitat areas identified.
The mineral resource pit shell used to constrain the October 2025 mineral resource estimate was not adjusted to account for any adjustments from avoidance of Tiehm’s buckwheat or minimization of disturbance
within the designated critical habitat. Environmental and permitting assumptions and factors have not been taken into consideration during modifying factors studies for the Project. The tonnes and grade within the avoidance polygons have not
been removed from the mineral resources for the October 2025 estimate. Environmental and permitting assumptions and factors may be taken into consideration during future studies for the Project. These permitting assumptions and factors may
result in potential changes to the mineral resource footprint in the future.
Comparison with Previous Resource
The Table below presents a summary comparison of the current October 2025 Mineral Resource estimate against the previous mineral resource estimate for the Project, in August 2025.
|
Category
|
Tonnage (MT)1
|
Li, ppm
|
B,ppm
|
Li2CO3
ktonnes
|
H3BO3
ktonnes
|
|
|
October 2025
|
||||||
|
Measured
|
66.8
|
1,503
|
5,431
|
535
|
2,076
|
|
|
Indicated
|
108.0
|
1,327
|
4,565
|
763
|
2,819
|
|
|
Sum M&I
|
174.8
|
1,395
|
4,896
|
1,298
|
4,894
|
|
|
Inferred
|
108.3
|
1,310
|
3,384
|
755
|
2,095
|
|
|
Total
|
283.1
|
1,362
|
4,318
|
2,053
|
6,989
|
|
|
August 2025
|
||||||
|
Measured
|
67.4
|
1,530
|
5,406
|
549
|
2,085
|
|
|
Indicated
|
106.5
|
1,344
|
4,627
|
762
|
2,818
|
|
|
Sum M&I
|
174.0
|
1,416
|
4,929
|
1,311
|
4,903
|
|
|
Inferred
|
105.1
|
1,332
|
3,472
|
745
|
2,088
|
|
|
Total
|
279.1
|
1,384
|
4,380
|
2,056
|
6,991
|
|
|
Difference
|
||||||
|
Measured
|
-0.6
|
-14
|
-9
|
|||
|
Indicated
|
1.5
|
1
|
1
|
|||
|
Sum M&I
|
0.9
|
-13
|
-8
|
|||
|
Inferred
|
3.2
|
10
|
7
|
|||
|
Total
|
4.1
|
-3
|
-1
|
|||
Notes:
| 1. |
MT = one million metric tonnes.
|
The updated October 2025 Mineral Resource estimate has been constrained by applying a 5,000 ppm Boron cut-off grade to HiB-Li mineralisation within the B5, M5, S5 and L6 geological units (Stream 1) as well as a
$11.13/tonne net value cut-off grade to LoB-Li low clay mineralisation in the B5, S5 and L6 geological units (Stream 2) and LoB-Li high clay in the M5 geological unit (Stream 3). All three styles of mineralisation have also been constrained
by the application of a single high-level optimised resource pit shell.
Relative to the August 2025 Mineral Resource estimate, the updated October 2025 Mineral Resource estimate for the Project reflects an increase in the estimated resource tonnes and grades due to the inclusion of
additional economical material primarily located in the Stream 2 category. The material changes that have affected the resource model and resource estimate are as follows:
| • |
Leach retention: Time is reduced from two days to one and half days;
|
| • |
Process Recovery: The reduction in retention time reduced the recovery of lithium and boron in the B5, S5 and L6 seams, the predominate impact is to Stream 2; and
|
| • |
Economics: The reduction in retention time also reduced the acid consumption of the gangue minerals in the M5, B5, S5 and L6 seams for Streams 1,2 and 3.
|
Estimation Methodology
• Drill core samples were assayed on nominal 1.52 m lengths and this data set was composited to 1.52m lengths which respected seam contacts and was used for the interpolation of grade data into a 1.52m
bench height block model. The data set honored geological contacts (i.e. assay intervals did not span unit contacts).
• Based on a statistical analysis, extreme B grade values were identified in some of the units other than the targeted G5, B5, M5, S5, G6, L6 and Lsi units. The units other than these units were not
estimated so no grade capping was applied to the drill hole database. The units B5, M5, S5 and L6 are the units of economic interest and the grades in these units and the adjacent units were estimated for completeness when re-blocking to a
9.14m bench height block model used to tabulate the mineral resource.
• The geological model was developed as a gridded surface stratigraphic model with fault domains included which offset the stratigraphic units in various areas of the deposit. The geological model was
developed by GSI Environmental Inc., an engineering and environmental science consulting firm, under direction of ioneer and provided to IMC as the geologic basis for grade estimation. IMC has reviewed the geological model and accepts the
interpretation.
• Domaining in the model was constrained by the roof and floor surfaces of the geological units. The unit boundaries were modelled as hard boundaries, with samples interpolated only within the unit in
which they occurred.
• The geological model used as the basis for estimating mineral resources was developed as a stratigraphic gridded surface model using a 7.6m regularized grid in plan. The grade block model was developed
using a 7.6m north-south by 7.6m east-west by 1.52m vertical block dimension (no sub-blocking was applied). The grid cell and block size dimensions represent 25 percent of the nominal drill hole spacing across the model area. The model was
reblocked to 9.14 m high blocks (six 1.52m blocks combined vertically) for assigning the economic attributes and tabulating the mineral resource.
• Inverse Distance Squared (‘ID2’) grade interpolation was used for the estimate, constrained by stratigraphic unit roof and floor surfaces from the geological
model. The search direction for estimating grade varied and followed the floor orientation of the seams which changed within the fault block domains. The search distances ranged from 533 m in B5 to 229 m in S5. The number of drill hole
composites used to estimate the grades of a model block ranges from a minimum of two composites to a maximum of 10 composites, with no more than 3 composites from one drill hole.
• The density values used to convert volumes to tonnages were assigned on a by-geological unit basis using mean values calculated from 120 density samples collected from drill core during the 2018 and
more recent 2022-2023 P1 and P2 drilling programs. The density values by seam ranged from 1.53 grams per cubic centimeter (‘g/cm3’) for S3 to 1.98/cm3 in seam L6. The density analyses performed by geotechnical consultants present during both
the 2018 and 2022-2023 drilling programs (P1 and P2) followed a strict repeatable process in sample collection and analysis utilizing the Archimedes-principle (water displacement) method for density determination, with values reported in dry
basis. This provided consistent representative data. The 2018 and 2022-2023 data aligned well and proved to be representative across the resource.
Classification Criteria
Estimated mineral resources were classified as follows:
• Measured: Between 107 and 122 meter spacing between points of observation depending on the seam, with sample interpolation from a minimum of four drill holes.
• Indicated: Between 168 and 244 meter spacing between points of observation depending on the seam, with sample interpolation from a minimum of two drill holes.
• Inferred: To the limit of the estimation range (maximum 533 meters, depending on the seam), with sample interpolation from a minimum of one drill hole (2 composites).
The mineral resource classification included the consideration of data reliability, spatial distribution and abundance of data and continuity of geology, fault structures and grade parameters.
Ore Reserve Statement, for Rhyolite Ridge South Basin (as of the end of October, 2025)
|
Area
|
Group
|
Classification
|
Metric
|
Lithium
|
Boron
|
Contained
Equivalent
Grade2,9
|
Contained6
Equivalent2
Tonnes
|
Recovered6
Equivalent2
Tonnes
|
|||
|
Tonnes2
|
Grade7
|
Grade7
|
|||||||||
|
Li
|
B
|
Li2CO3
|
H3BO3
|
Li2CO3
|
H3BO3
|
Li2CO3
|
H3BO3
|
||||
|
(ktonnes)
|
(ppm)
|
(ppm)
|
(Wt. %)
|
(Wt. %)
|
(kt)
|
(kt)
|
(kt)
|
(kt)
|
|||
|
Stream 1
(>= 5,000 ppm B)
|
Upper Zone
|
Proven
|
3,489
|
2,401
|
7,652
|
1.28
|
4.38
|
45
|
153
|
38
|
122
|
|
M5 Unit
|
Probable
|
3,411
|
2,262
|
7,430
|
1.20
|
4.25
|
41
|
145
|
35
|
116
|
|
|
Sub-total B5 Unit
|
6,900
|
2,332
|
7,542
|
1.24
|
4.31
|
86
|
298
|
73
|
239
|
||
|
Upper Zone
|
Proven
|
27,990
|
1,880
|
15,364
|
1.00
|
8.79
|
280
|
2,459
|
239
|
1,925
|
|
|
B5 Unit
|
Probable
|
31,456
|
1,742
|
14,169
|
0.93
|
8.10
|
292
|
2,549
|
248
|
1,995
|
|
|
Sub-total M5 Unit
|
59,446
|
1,807
|
14,732
|
0.96
|
8.42
|
572
|
5,007
|
488
|
3,836
|
||
|
Upper Zone
|
Proven
|
2,237
|
1,326
|
7,754
|
0.71
|
4.43
|
16
|
99
|
13
|
76
|
|
|
S5 Unit
|
Probable
|
3,354
|
1,166
|
7,533
|
0.62
|
4.31
|
21
|
144
|
17
|
109
|
|
|
Sub-total S5 Unit
|
5,591
|
1,230
|
7,622
|
0.65
|
4.36
|
37
|
244
|
30
|
184
|
||
|
Upper Zone
|
Proven
|
33,716
|
1,897
|
14,061
|
1.01
|
8.04
|
340
|
2,711
|
290
|
2,081
|
|
|
(B5, M5 & S5)
|
Probable
|
38,221
|
1,738
|
12,985
|
0.92
|
7.43
|
354
|
2,838
|
301
|
2,177
|
|
|
Sub-Total
|
Sub-total Upper Zone
|
71,937
|
1,813
|
13,489
|
0.96
|
7.71
|
694
|
5,549
|
591
|
4,258
|
|
|
Lower Zone
|
Proven
|
5,712
|
1,389
|
8,357
|
0.74
|
4.78
|
42
|
273
|
32
|
197
|
|
|
L6 Unit
|
Probable
|
13,591
|
1,334
|
7,856
|
0.71
|
4.49
|
97
|
611
|
73
|
441
|
|
|
Sub-total Lower Zone
|
19,303
|
1,351
|
8,004
|
0.72
|
4.58
|
139
|
883
|
105
|
639
|
||
|
Total Stream 1 (all zones)
|
Proven
|
39,428
|
1,823
|
13,235
|
0.97
|
7.57
|
383
|
2,984
|
323
|
2,278
|
|
|
Probable
|
51,813
|
1,632
|
11,640
|
0.87
|
6.66
|
450
|
3,448
|
377
|
2,619
|
||
|
Sub-total Stream 1
|
91,241
|
1,715
|
12,329
|
0.91
|
7.05
|
833
|
6,432
|
696
|
4,897
|
||
|
Stream 2
($11.13/tonne net value cut-off grade, Low Clay)
|
Upper Zone
|
Proven
|
4,528
|
2,218
|
2,143
|
1.18
|
1.23
|
53
|
55
|
46
|
43
|
|
B5 Unit
|
Probable
|
4,386
|
2,117
|
2,414
|
1.13
|
1.38
|
49
|
61
|
42
|
46
|
|
|
Sub-total B5 Unit
|
8,915
|
2,169
|
2,276
|
1.15
|
1.30
|
103
|
116
|
88
|
89
|
||
|
Upper Zone
|
Proven
|
15,672
|
998
|
1,087
|
0.53
|
0.62
|
83
|
97
|
69
|
44
|
|
|
S5 Unit
|
Probable
|
30,409
|
789
|
805
|
0.42
|
0.46
|
128
|
140
|
106
|
63
|
|
|
Sub-total S5 Unit
|
46,082
|
860
|
901
|
0.46
|
0.52
|
211
|
237
|
175
|
107
|
||
|
Upper Zone
|
Proven
|
20,201
|
1,271
|
1,324
|
0.68
|
0.76
|
137
|
153
|
115
|
87
|
|
|
(B5 & S5)
|
Probable
|
34,796
|
956
|
1,008
|
0.51
|
0.58
|
177
|
200
|
148
|
110
|
|
|
Sub-Total
|
Sub-total Upper Zone
|
54,997
|
1,072
|
1,124
|
0.57
|
0.64
|
314
|
353
|
263
|
196
|
|
|
Lower Zone
|
Proven
|
24,99
|
1,253
|
1,277
|
0.67
|
0.73
|
167
|
182
|
125
|
54
|
|
|
L6 Unit
|
Probable
|
69,104
|
1,195
|
1,532
|
0.64
|
0.88
|
440
|
605
|
329
|
178
|
|
|
Sub-total Lower Zone
|
94,102
|
1,211
|
1,464
|
0.64
|
0.84
|
606
|
788
|
454
|
232
|
||
|
Total Stream 2 (all zones)
|
Proven
|
45,200
|
1,261
|
1,298
|
0.67
|
0.74
|
303
|
335
|
240
|
140
|
|
|
Probable
|
103,899
|
1,115
|
1,356
|
0.59
|
0.78
|
617
|
806
|
478
|
288
|
||
|
Sub-total Stream 2
|
149,099
|
1,159
|
1,339
|
0.62
|
0.77
|
920
|
1,141
|
717
|
428
|
||
|
Stream 3
($11.13/tonne net value cut-off grade, High Clay)
|
Total Stream 3 (M5 zone)
|
Proven
|
7,001
|
2,205
|
1,630
|
1.17
|
0.93
|
82
|
65
|
64
|
42
|
|
Probable
|
18,191
|
2,110
|
1,176
|
1.12
|
0.67
|
204
|
122
|
159
|
80
|
||
|
Sub-total Stream 3
|
25,192
|
2,137
|
1,302
|
1.14
|
0.74
|
286
|
188
|
223
|
122
|
||
|
TOTAL of All Streams, All Seams, and All Proven & Probable8
|
265,531
|
1,443
|
5,112
|
0.77
|
2.92
|
2,039
|
7,761
|
1,636
|
5,447
|
||
Notes:
| 1. |
ktonnes – thousand metric tonnes, MT – million metric tonnes,; Li= lithium; B= boron’ ppm= parts per million; Li2CO3 = lithium carbonate; H3BO3 = boric acid.
|
| 2. |
Totals may differ due to rounding, mineral reserves reported on a dry in-situ basis. The Contained and Recovered Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3) are reported in the
table above in short tonnes. Lithium is converted to Equivalent Contained Tonnes of Lithium Carbonate (Li2CO3) using a stochiometric conversion factor of 5.322, and boron is converted to Equivalent Contained Tonnes of Boric Acid
(H3BO3) using a stochiometric conversion factor of 5.718. Equivalent stochiometric conversion factors are derived from the molecular weights of the individual elements which make up Lithium Carbonate (Li2CO3) and Boric Acid
(H3BO3). The Equivalent Recovered Tons of Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3) is the portion of the contained tonnage that can be recovered after processing.
|
| 3. |
The statement of estimates of mineral reserves has been compiled by Independent Mining Consultants, Inc. (IMC) and is independent of ioneer and its affiliates. IMC has sufficient
experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in Subpart 1300.
|
| 4. |
The mineral reserve estimate is the result of determining the measured and indicated resource that is economically minable allowing for the conversion to proven and probable. In making
this determination, constraints were applied to the geological model based upon a pit optimization analysis that defined a conceptual pit shell limit. The conceptual pit shell was based upon a net value per ton calculation including a
5,000ppm boron cut-off grade for high boron – high lithium (HiB-Li) mineralization (Stream 1) and $11.13 Net value per tonne cut-off for low boron (LoB-Li) mineralization below 5,000ppm boron broke in to two material types low clay
and high clay material respectfully (Stream 2 and Stream 3). The conceptual pit shell was constrained by the measured and indicated resource that incorporates the potential mining, metallurgical and processing grade parameters
identified by mining, metallurgical and processing studies performed to date on the Project. The conceptual pit shell was used as a guide for an engineered pit design. Key inputs in developing the mineral reserve pit shell included a
5,000ppm boron cut-off grade for HiB-Li mineralization, $11.13 Net Value per tonne cut-off for LoB-Li low clay mineralization and $11.13 Net value per tonne cut-off for LoB-Li high clay mineralization; base mining cost of
US$1.69/tonne and incremental cost of $0.055/tonne per bench below 6220ft elevation; plant feed processing and grade control costs which range between US$52.92/tonne and US$82.55/ton of plant feed for stream 1, US$18.87 and US$98.62
for streams 2&3; boron and lithium recovery for Stream 1: M5= of 80.2% and 85.7%, B5=80.2% and 78.3%, S5=77.0% and 82.5%, L6=75.8% and 79.4%; Stream 2 and 3: M5 65% and 78%, B5 78.3% and 85.2%, S5 46.8% and 84.8%, L6 32.9% and
78.7%, respectively; boric acid sales price of US$1,172.78/tonne; lithium carbonate sales price of $19,351.38/tonne.
|
| 5. |
Ore reserves are based on a block model that is 7.62m x 7.62m in plan and 9.14m high. The model block size used for the ore reserve estimate is based on selected mining equipment and
approached used within the mine plan. As a result, the dilution and ore loss are incorporated within the block model.
|
| 6. |
All ore reserve figures represent estimates as of October 2025. Ore reserve estimates are not precise calculations, being dependent on the interpretation of limited information on the
location, shape and continuity of the occurrence and on the available sampling results. The totals have been rounded to reflect the relative uncertainty of the estimate. Totals may not sum due to rounding.
|
| 7. |
Mineral reserves are reported in accordance with the US SEC Regulation S-K Subpart 1300. The mineral reserves in this report were estimated and reported using the regulation S-K
§229.1304 of the United States Securities and Exchange Commission (“SEC”). Mineral reserves are also reported in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The
Joint Ore Reserves Committee Code – JORC 2012 Edition).
|
| 8. |
The mineral reserve is reported exclusive of mineral resources.
|
| 9. |
Equivalent Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3) grades have been rounded to the nearest tenth of a percent.
|
Comparison with Previous Ore Reserve
The Table below presents a summary comparison of the current October 2025 mineral resource estimate against the previous August 2025 mineral resource estimate for the Project.
|
Group
|
Classification
|
Tonnes
(Mt)
|
Li
(ppm)
|
B
(ppm)
|
Li2CO3
(wt. %)
|
H3BO3
(wt. %)
|
Li2CO3
(kt)
|
H3BO3
(kt)
|
|
October 2025
Reserve
|
Proved
|
91.6
|
1,574
|
6,460
|
0.84
|
3.69
|
768
|
3,384
|
|
Probable
|
173.9
|
1,373
|
4,401
|
0.73
|
2.52
|
1,271
|
4,377
|
|
|
Total
|
265.5
|
1,443
|
5,112
|
0.77
|
2.92
|
2,039
|
7,761
|
|
|
August 2025
Reserve
|
Proved
|
89.5
|
1,574
|
6,589
|
0.84
|
3.77
|
750
|
3,373
|
|
Probable
|
170.8
|
1,386
|
4,473
|
0.74
|
2.56
|
1,260
|
4,369
|
|
|
Total
|
260.3
|
1,451
|
5,201
|
0.77
|
2.97
|
2,010
|
7,742
|
|
|
Variation
|
Proved
|
2.1
|
1,618
|
962
|
18
|
11
|
||
|
Probable
|
3.1
|
657
|
434
|
11
|
8
|
|||
|
Total
|
5.2
|
1,045
|
647
|
29
|
19
|
Compared with the August 2025 estimate, the updated October 2025 ore reserve estimate has been
| • |
Revised with an increase of 2% in proven and probable total tonnes.
|
| • |
With an increase in Stream 2 Ore feed overall lithium grade has remained relatively the same but boron grade decreased by 2%.
|
The changes as compared to the previous ore reserve estimate primarily relate to:
| • |
Decrease in vat resident leach time from two days to one and a half days;
|
| • |
Decrease in acid consumption in seams M5, B5, S5 and L6
|
| • |
Inclusion of addition Stream 2 and Stream 3
|
| • |
Decrease in boron and lithium recovery in seams B5, S5 and L6.
|
U.S. Regulations
We have internal controls for reviewing and documenting the information supporting the mineral reserve and mineral resource estimates, describing the methods used, and ensuring the validity of the estimates.
These internal control processes were not materially impacted by the adoption of S-K 1300. Information that is utilized to compile mineral reserves and mineral resources is prepared and certified by appropriate QPs and is subject to our
internal review process, which includes review by a QP. The QP and management agree on the reasonableness of the criteria for the purposes of estimating resources and reserves. Calculations using these criteria are reviewed and validated by
the QP. We recognize the risks inherent in mineral resource and reserve estimates, such as the geological complexity, interpretation and extrapolation of data, changes in operating approach, macroeconomic conditions and new data, among
others. Overestimated resources and reserves resulting from these risks could have a material effect on future profitability.
We are an “emerging growth company” under the U.S. Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and will continue to qualify as an “emerging growth company” until the earliest to occur of:
| • |
the last day of the fiscal year during which we have total annual gross revenues of US$1,235,000,000 (as such amount is indexed for inflation every five years by the SEC) or more;
|
| • |
the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the
Securities Act, which is currently expected to be December 31, 2027;
|
| • |
the date on which we have, during the previous three-year period, issued more than US$1,000,000,000 in non-convertible debt; or
|
| • |
the date on which we are deemed to be a “large accelerated filer”, as defined in Rule 12b-2 of the U.S. Securities Exchange Act of 1934, as
amended, or the Exchange Act, which would occur in future fiscal years if the market value of our ordinary shares and ADSs that are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently-completed second
fiscal quarter.
|
An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable to public companies in the United States. Generally, a company that registers any
class of its securities under Section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the Exchange Act, a management report on internal control over financial reporting and an
auditor attestation report on management’s assessment of the company’s internal control over financial reporting. However, for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include
an auditor attestation report in our annual reports filed under the Exchange Act. In addition, Section 103(a)(3) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, has been amended by the JOBS Act, to provide that, among other
things, auditors of an emerging growth company are exempt from any rules of the Public Company Accounting Oversight Board minimum mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to
provide additional information about the audit and the financial statements of the company. See “Risk Factors – We are an emerging growth company, and we cannot be certain if the reduced disclosure
requirements applicable to emerging growth companies may make the ADSs less attractive to investors and, as a result, adversely affect the price of ADSs and result in a less active trading market for the ADSs.”
We are also considered a “foreign private issuer” pursuant to Rule 405 under the Securities Act. As a foreign private issuer, we are exempt from certain rules under the
Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting
and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our ordinary shares or ADSs. Moreover,
we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. In addition, we are not required to comply
with Regulation FD (Fair Disclosure), which restricts the selective disclosure of material information.
Under Australian law, we prepare financial statements on an annual and semi-annual basis, and we are not required to prepare or file quarterly financial information other than quarterly updates. Our quarterly
updates consist of a brief review of operations for the quarter together with a statement of cash expenditure during the quarter, the cash and cash equivalents balance as at the end of the quarter and estimated cash outflows for the following
quarter.
For as long as we are a “foreign private issuer” we intend to file our annual financial statements on Form 20-F and furnish our semi-annual financial statements and
quarterly updates on Form 6-K to the SEC for so long as we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. However, the information we file or furnish is not the same as the information that is required
in annual and quarterly reports on Form 10-K or Form 10-Q for U.S. domestic issuers. Accordingly, there may be less information publicly available concerning us than there is for a company that files as a domestic issuer.
We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We are required to determine our status as a foreign private issuer on an annual basis at the end of our
second fiscal quarter. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (1) the majority of our
executive officers or directors are U.S. citizens or residents; (2) more than 50% of our assets are located in the United States; or (3) our business is administered principally in the United States. Since more than 50% of our assets are
located in the United States, we will lose our status as a foreign private issuer if more than 50% of our outstanding voting securities are held by U.S. residents as of the last day of our second fiscal quarter in any year. See “Risk Factors— We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting and other
expenses.”
Capital Expenditures
Our capital expenditures for the six month period ended December 31, 2025 and the years ended June 30, 2025, 2024 and 2023 amounted to US$5.9 million, US$15.3 million, US$35.4 million, US$33.6 million,
respectively.
Our capital expenditures have historically consisted principally of expenditures on exploration and geotechnical drilling, permitting, PFS engineering, the Rhyolite Ridge pilot plant, DFS, vendor engineering
and post DFS engineering. We financed these expenditures principally through the issue of new ordinary shares in the Company.
| B. |
Business Overview
|
Overview
ioneer Ltd’s primary business is to develop a lithium-boron mine and processing facility, known as the Rhyolite Ridge Project, in Esmeralda County, Nevada, United States. The Project is located on public land
administered by the BLM of the U.S. Department of Interior. ioneer Ltd. currently holds a 100% interest in the Project. Under the terms of the loan from the U.S. Department of Energy Loans Program Office, once conditions precedent to first
loan funding are met, including closing a joint venture agreement, securing necessary additional required funding and a project finance model bring down, a loan of US$996 million will be available to help fund the Project. The company is
currently running a strategic partnering process to secure a sale of a portion of a stake in the Project.
Marketing
Because we are a development stage company, we do not currently have any marketing or distribution channels or sales agreements. We continue to evolve our marketing and sales plans as we progress toward
development of the Project. We have completed our pre-production plans for the sale of lithium carbonate and boric acid. These offtakes deliver on ioneer’s strategy to ensure our lithium, produced in the U.S., is delivered into the U.S.
domestic supply chain. For boric acid, we have entered into one binding offtake and three sales and distribution agreements with committed and minimum target volumes totaling 100% of our expected first three years of production. All of the
aforementioned agreements are subject to conditions precedent, including the taking of an FID and meeting a supply start date. We expect to enter into additional agreements of the same type in the near term and from time to time. The primary
agreements we have entered into as of the date hereof include:
| • |
Binding lithium offtake supply agreement between the Company and EcoPro Innovation Co. Ltd, a three-year agreement for a total of 7,000 tpa of technical-grade lithium carbonate, upon
commencement of production.
|
| • |
Binding lithium offtake supply agreement between the Company and the Ford Motor Company, a five-year agreement for a total of 7,000 tpa of technical-grade lithium carbonate, upon
commencement of production.
|
| • |
Binding lithium offtake supply agreement between the Company and PPES, a joint venture between Toyota Motor Corporation and Panasonic Corporation, a five-year agreement for a total of
4,000 tpa of technical-grade lithium carbonate, upon commencement of production.
|
| • |
Binding lithium offtake supply agreement between the Company and Dragonfly Energy Holdings, a three-year agreement for a total of 250 tpa of technical-grade lithium carbonate, upon
commencement of production.
|
| • |
Binding boric acid offtake agreement between the Company and Dalian Jinma Boron Technology, a five-year agreement for 105,000 tpa of boric acid, upon commencement of production.
|
| • |
Three-year boric acid distribution and sales agreement with Kintamani Resources Pte Limited for certain minimum sales volume targets of boric acid, upon commencement of production.
|
| • |
Three-year boric acid distribution and sales agreement with Boron Bazar Limited for certain minimum sales volume targets of boric acid, upon commencement of production.
|
Permitting
We are required to obtain governmental permits for our exploration activities and may be required to renew the permits we already have. Significant state authorization required for construction of the project
have been obtained and modified to align with the approved plan of operations. The three key permits from the state of Nevada include: Nevada State Reclamation Permit issued December 2024, modification to Nevada Class II Air Quality Permit
(received in July 2025), and a renewal and major modification to a Nevada Water Pollution Control Permit (received August 2025). None of the Nevada state authorizations were appealed; they are effective and in good standing as of the date of
this transition report. Additional state and local authorizations will be required for commissioning and operations of specific aspects of the project and processing facilities.
On December 20, 2022, the U.S. Department of Interior’s (“DOI”) Bureau of Land Management (“BLM”) published a Notice of Intent (“NOI”) regarding the Project Mine Plan of
Operations. Publication of the NOI marked the beginning of the National Environmental Policy Act (“NEPA”) review process. The BLM published a final Environmental Impact Statement for the Project on September 20, 2024, and a positive Record
of Decision, on October 24, 2024. The ROD represents the DOI’s final decision on ioneer’s application for an approved Plan of Operations.
On October 31, 2024, three non-government organizations (Center for Biological Diversity, Great Basin Resource Watch and Western Shoshone Defense Project) filed suit against the BLM seeking to vacate the
Department of Interior decisions related to the BLM’s Record of Decision and FWS’s Biological Opinion related to the Rhyolite Ridge approval. ioneer has since joined the case as an intervenor. The case is pending in the United States
District Court for the District of Nevada and no injunctions related to the initiation of site construction have been issued.
Significant changes to the project design or expansive development of the resource beyond the approved Plan of Operations may require obtaining new or modified governmental permits. Although permitting
authorities are knowledgeable and the regulatory framework is well established the process is a complex and time-consuming process and involves numerous jurisdictions, public hearings and possibly costly undertakings including legal
challenge. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority. We may
not be able to obtain or renew permits that are necessary for our planned operations or the cost and time required to obtain or renew such permits may exceed our expectations. Any unexpected delays or costs associated with the permitting
process could delay the future exploration, development or operation of our properties.
See “Risk Factors—We must obtain and renew governmental permits in order to develop our mining operations, a process which is often costly and time-consuming.” Please
also refer to the April 2026 SEC S-K 1300 Technical Report Summary, which is being filed as an exhibit to this Transition Report, for a full list of the permits that are required for us to mine, refine and produce lithium and boron products
at Rhyolite Ridge.
Specialized Skills and Knowledge
We rely on specialized skills and knowledge to gather, interpret and process geological and geophysical data, successfully permit and then design, build and operate extraction facilities and numerous additional
activities required to extract lithium and boron. We expect to employ a strategy of contracting consultants and other service providers to supplement the skills and knowledge of our permanent staff in order to provide the specialized skills
and knowledge to undertake our lithium operations effectively.
Competition
We compete with other mining companies, many of which possess greater financial resources and technical facilities than we do, in connection with the acquisition of suitable exploration properties and in
connection with the engagement of qualified personnel. The mining development and exploration industry is fragmented, and we are a very small participant in this sector. Many of our competitors explore for a variety of minerals and control
many different properties around the world. Many of them have been in business longer than we have and have established more strategic partnerships and relationships and have greater financial accessibility than we have.
While we compete with other exploration companies in acquiring suitable properties, we believe that there would be readily available purchasers of lithium, boron and other minerals if they were to be produced
from any of our leased properties. The price of minerals can be affected by a number of factors beyond our control, including:
| • |
fluctuations in the market prices for lithium or boron;
|
| • |
fluctuating supplies of lithium or boron;
|
| • |
changes in the demand for, or market prices of, lithium or boron; and
|
| • |
mining activities of others.
|
Government Regulations
Overview
Our exploration operations at the Project are subject to extensive laws and regulations, which are overseen and enforced by multiple U.S. federal, state and local authorities. These laws govern exploration,
development, production, exports, various taxes, labor standards, occupational health and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species and other matters. Mineral
exploration operations are also subject to U.S. federal and state laws and regulations that seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government
bodies are required for drilling operations to be conducted, and we cannot assure you such permits will be received. Environmental laws and regulations also may:
| • |
require notice to stakeholders of proposed and ongoing operations;
|
| • |
require the installation of pollution control equipment;
|
| • |
restrict the types, quantities and concentration of various substances that can be released into the environment in connection with mining or drilling activities;
|
| • |
limit or prohibit mining or drilling activities on lands located within wetlands, areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit
activities that could impact the environment, including scarce water resources;
|
| • |
impose substantial liabilities for pollution resulting from current or former operations on or for any preexisting environmental impacts at the Project site; and
|
| • |
require preparation of an Environmental Assessment or an Environmental Impact Statement.
|
As of the date hereof, other than with respect to the acquisition of the Project and related permitting activities, we have not been required to spend material amounts on compliance with environmental
regulations. However, compliance with these laws, regulations and permits may impose substantial costs on us, subject us to significant potential liabilities, and have an adverse effect upon our capital expenditures, results of operations or
competitive position. Violations and liabilities with respect to these laws and regulations could result in significant administrative, civil, or criminal penalties, remedial clean-ups, natural resource damages, permit modifications or
revocations, operational interruptions or shutdowns and other liabilities. The costs of remedying such conditions may be significant, and remediation obligations could adversely affect our business, results of operations and financial
condition. Additionally, Congress and federal and state agencies frequently revise environmental laws and regulations, and any changes in these regulations could require us to expend significant resources to comply with new laws or
regulations or changes to current requirements and could have a material adverse effect on our business operations.
U.S. Legal Framework
The Project will be required to comply with applicable environmental protection laws and regulations and licensing and permitting requirements. The material environmental, health and safety laws and
regulations that we may need to comply with include, among others, the following United States federal laws and regulations:
| • |
NEPA, which requires evaluation of the environmental impacts of mining operations that require federal approvals;
|
| • |
Clean Air Act, or CAA, and its amendments, which governs air emissions;
|
| • |
Clean Water Act, or CWA, which governs discharges to and excavations within the waters of the United States;
|
| • |
Safe Drinking Water Act, or SDWA, which governs the underground injection and disposal of wastewater;
|
| • |
FLPMA, which governs BLM’s management of the federal public lands;
|
| • |
Resource Conservation and Recovery Act, or RCRA, which governs the management of solid waste;
|
| • |
Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, which imposes liability where hazardous substances have been released into the environment (commonly
known as Superfund); and
|
| • |
Federal Mine Safety and Health Act, which established the primary safety and health standards regarding working conditions of employees engaged in mining, related operations, and
preparation and milling of the minerals extracted, as well as the Occupational Safety and Health Act, which regulates the protection of the health and safety of workers to the extent such protection is not already addressed by the
Federal Mine Safety and Health Act.
|
In addition, the ESA restricts activities that may affect endangered and threatened species or their habitats. Some of our operations may be located in areas that are designated as habitats for endangered or
threatened species. In February 2016, FWS published a final policy which alters how it identifies critical habitat for endangered and threatened species. A critical habitat designation could result in further material restrictions to
federal and private land use and could delay or prohibit land access or development. Moreover, the United States Fish and Wildlife Service continues its effort to make listing decisions and critical habitat designations where necessary for
over 250 species, as required under a 2011 settlement approved by the United States District Court for the District of Columbia, and many hundreds of additional anticipated listing decisions have already been identified beyond those
recognized in the 2011 settlement. The designation of previously unprotected species as being endangered or threatened could cause us to incur additional costs or become subject to operating restrictions in areas where the species are known
to exist.
On December 14, 2022, FWS listed Tiehm’s buckwheat as an endangered species under the Endangered Species Act (“ESA”). The Secretary of Interior also designated critical habitat to accompany the Tiehm’s
buckwheat listing. On January 18, 2023, the BLM issued a trespass notice to us for the unauthorized use of certain Tiehm’s buckwheat habitat. Since receipt of the notice, we have fully cooperated with the BLM. All required activities were
completed, and the trespass notice was closed on February 28, 2025. As part of publication of the Final Environmental Impact Statement (EIS) by BLM on September 20, 2024, FWS also formally released the ESA Section 7 Biological Opinion,
concluding the Rhyolite Ridge Project will not jeopardize ESA-listed Tiehm’s buckwheat or adversely modify its critical habitat. The issuance of the Biological Opinion marked the end of the ESA consultation process between FWS and the BLM
regarding Rhyolite Ridge. Our operations are also subject to certain analogous and other state environmental law and regulations, including laws and regulations related to the reclamation of mined lands, which require the Company to provide
financial assurances to secure reclamation permits before the commencement of mining operations.
Compliance with these and other federal and state laws and regulations could result in delays in obtaining, or failure to obtain, government permits and approvals, delays in beginning or expanding operations,
limitations on production levels, incurring additional costs for investigation or cleanup of hazardous substances, payment of fines, penalties or remediation costs for non-compliance, and post-mining closure, reclamation and bonding. We
cannot presently predict which federal laws and regulations may be amended by Congress and the Trump Administration, respectively.
| C. |
Organizational Structure
|
ioneer Ltd is principally a holding company with a number of subsidiaries. Through these subsidiaries ioneer Ltd owns 100% of the Project.
ioneer Ltd owns all of the voting common stock issued by ioneer Holdings Nevada Inc. (a Nevada corporation) which in turn wholly owns ioneer USA Corporation (a Nevada corporation) and ioneer Minerals
Corporation (a Nevada corporation). ioneer Limited wholly owns ioneer Canada ULC (a Canadian unlimited liability company) which in turn wholly owns ioneer Holdings USA Inc. (a Nevada corporation). ioneer Holdings USA Inc. owns all of the
nonvoting preferred stock issued by ioneer Holdings Nevada Inc. (a Nevada corporation).
ioneer USA Corporation and ioneer Minerals Corporation wholly own ioneer Rhyolite Ridge Holdings LLC (a Nevada limited liability company), which wholly owns ioneer Rhyolite Ridge MidCo LLC (a Nevada limited
liability company), which wholly owns ioneer Rhyolite Ridge LLC (a Nevada limited liability company). ioneer Rhyolite Ridge LLC owns the Project assets.
As of March 31, 2026, we hold our 100% interest in the Project through the foregoing described entities.
In addition to its ownership interest in ioneer Rhyolite Ridge Holdings LLC, ioneer USA Corporation wholly owns Gerlach Gold LLC (a Nevada limited liability company), which owns certain mining claims which are
not part of the Project, and Paradigm AZ LLC (an Arizona limited liability company), an inactive entity which has no assets.
| D. |
Property, Plant and Equipment
|
Description of the Property
Our principal asset is the Rhyolite Ridge Lithium-Boron project in Nevada, USA.
Location and Coordinates
The property is located in the west-central portion of Nevada’s Esmeralda County on public land administered by the BLM within the Silver Peak Range. Rhyolite Ridge is approximately 13 miles northeast from
Dyer, Nevada (nearest town); 65 miles southwest of Tonopah, Nevada (closest city); 215 miles from Reno (third largest city in Nevada); and 255 miles from Las Vegas (largest city in Nevada) (all driving distances). Surface elevations at the
Project site range from 5,535 to 6,010 feet (1,687 to 1,832 meters) above sea level. The South Basin, where our development of the Project is currently situated, measures 4 miles by 1 mile and covers an area of just under 2,000 acres.
Rhyolite Ridge South Basin extends from approximately UTM 14,232,000 N to 14,246,000 N, and from 2,830,000 E to 2,842,000 E (NVSPW 1983, feet). Total surface area for the Rhyolite Ridge South Basin Project is approximately 7,861 acres. The
Project site is located 15 miles west of Albermarle’s Silver Peak Lithium Mine (Figure 3.1), currently the only producing lithium mine in the US. The coordinate system is presented in imperial units using the using the Nevada State Plane
Coordinate System of 1983, West Zone (NVSPW 1983) projection, and the North American Vertical Datum of 1988 (NAVD 88).
No private surface rights are required for the Project as the Project is located on BLM ground including the access road which ioneer will have a right of way. Groundwater rights have transferred water
sufficient for construction from existing Fish Lake Valley (FLV) basin water rights holders to ioneer, as FLV is a closed basin such that it is closed to new groundwater rights. ioneer currently has sufficient lease options in place with
landowners to cover all construction and operational water needs. An application to transfer dewatering water rights is in the application process. The final groundwater change application for process water will be submitted to NDWR to
officially transfer point of diversion and place of use for all Project groundwater rights. The process water application is in preparation and will be submitted at a later date. ioneer has agreements in place securing the necessary water
rights for the Project. There are no known encumbrances to the mineral resources or mineral reserves on the Property. There are no royalty payments due to the Project. See sections 3 and 15 of the TRS for additional information about the
Project’s location and coordinates.
Infrastructure
The Project area is readily serviced by sealed highways (Hwy 95 or Hwy 6 and Hwy 264) and an unimproved gravel county road. We will be responsible for upgrading the gravel country road and maintaining it as
part of the Project. The Project site may be reached from the towns of Tonopah or Dyer. Regular airline access to the Project area is available via international airports in Las Vegas 240 miles by road) or Reno (225 miles by road). In April
2025, ioneer and Esmeralda County finalized a development agreement to provide funding for expanded public services and infrastructure upgrades and establishes a framework for continued collaboration. Amongst other matters, the development
agreement addresses road access, improvements, maintenance and traffic management. Consideration will be given to make certain that the safety of all users of county roads is not compromised through development of the Project. The Project
is near a region of active lithium brine extraction and open-pit gold mining. The nearest operations are the Mineral Ridge Gold Mine, which has been in operation or under care and maintenance since 2011, and the Silver Peak Lithium Mine,
which has been in operation since the 1960s. There are paved roads, powerlines and small towns that have a history of servicing the mining industry in the area. Nevada is considered one of the world’s most favorable and stable mining
jurisdictions, and there is a high degree of experienced, qualified, and skilled personnel available to meet workforce requirements for the Project. Housing options near the site are limited and there are not currently any plans to construct
a workforce camp. ioneer plans to contribute to individual housing support, which is included in the operating costs estimate, and may also invest in local housing infrastructure. The Rhyolite Ridge Project is designed to operate separately
from the Nevada power grid. Power will be produced onsite using a steam turbine generator. Steam will be produced from the waste heat boiler in the sulphuric acid plant, to supply the steam turbine generator. Water supply for the Project
will be sourced from new and/or existing wells located on private land in Fish Lake Valley. Two new booster stations (with one located on private land and one within the Access Road and Infrastructure Corridor) will pump water via a pipeline
adjacent SR 264 and the access road to the Operational Project Area and Processing Facility. The line will supply the site’s domestic and firewater needs, as well as the process make-up water. Water derived from sources of groundwater will
be integrated into the water supply and distribution system using pipelines to provide water to meet site needs (i.e., make-up process water, dust control, fire suppression, potable needs). There is sufficient water available to meet
processing and dust control requirements, with water recycling and reuse systems in place where possible.
Mining Claims
The mineral tenement and land tenure for the Project comprises a total of 549 unpatented lode mining claims (totaling approximately 10,702 acres) in five claim groups, held by one wholly owned subsidiary of
ioneer, ioneer Rhyolite Ridge, LLC. The five claim groups include, South Lithium Basin (SLB), Solid Leasable Mineral (SLM), Rhyolite Ridge (RR), South Lithium Placer (SLP), and Paleozoic Rock (PR). In TY2025, each claim was subject to a
yearly maintenance fee of $200.00, totaling $109,800 for the 549 claims.
Development Plans
We continue to work towards securing all necessary permits and approvals required for the construction and operation of the Project. In addition, other key remaining workstreams include completing the equity
and debt funding agreements, procuring additional funding requirements for the Project and completing detail engineering and vendor engineer to ensure we are construction ready. We may also elect to undertake additional exploration and
evaluation drilling, and optimization works. See “A. History and Development of the Company” for more information about our development plans.
| ITEM 4A |
UNRESOLVED STAFF COMMENTS
|
Not applicable.
| ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this Transition Report on Form 20-F. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include
those discussed below and elsewhere in this Form 20-F, particularly those in the section of this Transition Report on Form 20-F entitled “Risk Factors.”
The consolidated general purpose financial statements of the consolidated group have been prepared in accordance with IFRS as issued by the IASB.
Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated.
Our consolidated financial statements for the Transition Period and the annual consolidated financial statements for the fiscal years ended June 30, 2025, 2024 and 2023 are presented in U.S. dollars and have
been prepared in accordance with IFRS. See “About This Transition Report.”
Business Strategy
Subject to market conditions and the ability to define an economically viable project, our business plan for the Project is to become a low-cost and globally significant producer of both lithium and boron
products. We plan to effect our business plan as described in “Item 4. Information on the Company—A. History and Development of the Company—Development Plans.”
| A. |
Operating Results
|
For additional information see “Note 1—Basis of Presentation” of our consolidated financial statements for the six months ending December 31, 2025 and related notes included elsewhere in this Transition Report
on Form 20-F.
Summary
The following table sets forth our selected financial information for the periods indicated:
|
Consolidated Statement of Profit and Loss and Other
Comprehensive Income
(in thousands)
|
6
months
ended
Dec 31,
2025
|
12
months
ended
June 30,
2025
|
12
months
ended
June 30,
2024
|
12
months
ended
June 30,
2023
|
||||||||||||
|
US$’000
|
US$’000
|
US$’000
|
US$’000
|
|||||||||||||
|
Exploration expenditure written off
|
-
|
(37
|
)
|
(31
|
)
|
(45
|
)
|
|||||||||
|
Other income
|
-
|
-
|
-
|
-
|
||||||||||||
|
Employee benefits expensed
|
(2,721
|
)
|
(6,372
|
)
|
(5,344
|
)
|
(5,967
|
)
|
||||||||
|
Other expenses
|
(1,645
|
)
|
(3,787
|
)
|
(3,850
|
)
|
(3,684
|
)
|
||||||||
|
Loss from operating activities
|
(4,366
|
)
|
(10,196
|
)
|
(9,225
|
)
|
(9,696
|
)
|
||||||||
|
Finance income
|
328
|
653
|
1,411
|
3,321
|
||||||||||||
|
Finance costs
|
(32
|
)
|
(11
|
)
|
(11
|
)
|
(16
|
)
|
||||||||
|
Net finance income / (costs)
|
296
|
642
|
1,400
|
3,305
|
||||||||||||
|
Loss before tax
|
(4,070
|
)
|
(9,554
|
)
|
(7,825
|
)
|
(6,391
|
)
|
||||||||
|
Income tax expense
|
-
|
-
|
-
|
-
|
||||||||||||
|
Loss for the year
|
(4,070
|
)
|
(9,554
|
)
|
(7,825
|
)
|
(6,391
|
)
|
||||||||
|
Loss attributable to equity holders of the company
|
(4,070
|
)
|
(9,554
|
)
|
(7,825
|
)
|
(6,391
|
)
|
||||||||
|
Consolidated Statement of Financial Position (in thousands)
|
Dec 31,
2025
|
June 30,
2025
|
June 30,
2024
|
|||||||||
|
US$’000
|
US$’000
|
US$’000
|
||||||||||
|
Current assets
|
||||||||||||
|
Cash assets
|
17,863
|
25,059
|
35,715
|
|||||||||
|
Receivables
|
277
|
192
|
324
|
|||||||||
|
Prepayments
|
231
|
16
|
19
|
|||||||||
|
Total current assets
|
18,371
|
25,267
|
36,058
|
|||||||||
|
Non-current assets
|
||||||||||||
|
Receivables
|
289
|
289
|
276
|
|||||||||
|
Plant and equipment
|
335
|
289
|
406
|
|||||||||
|
Right of use asset
|
266
|
334
|
71
|
|||||||||
|
Exploration and evaluation expenditure
|
209,009
|
203,110
|
187,664
|
|||||||||
|
Other
|
4,273
|
4,252
|
-
|
|||||||||
|
Total non-current assets
|
214,172
|
208,274
|
188,417
|
|||||||||
|
Total assets
|
232,543
|
233,541
|
224,475
|
|||||||||
|
Current liabilities
|
||||||||||||
|
Payables
|
1,686
|
2,408
|
4,543
|
|||||||||
|
Lease liabilities
|
151
|
106
|
41
|
|||||||||
|
Provisions
|
303
|
462
|
428
|
|||||||||
|
Borrowings
|
-
|
-
|
1,200
|
|||||||||
|
Total current liabilities
|
2,140
|
2,976
|
6,212
|
|||||||||
|
Non-current liabilities
|
||||||||||||
|
Lease liabilities – non-current
|
184
|
267
|
42
|
|||||||||
|
Total non-current liabilities
|
184
|
267
|
42
|
|||||||||
|
Total liabilities
|
2,324
|
3,243
|
6,254
|
|||||||||
|
Net assets
|
230,219
|
230,298
|
218,221
|
|||||||||
|
Equity
|
||||||||||||
|
Contributed equity
|
309,498
|
302,651
|
281,671
|
|||||||||
|
Reserves
|
(5,303
|
)
|
(2,447
|
)
|
(3,098
|
)
|
||||||
|
Accumulated losses
|
(73,976
|
)
|
(69,906
|
)
|
(60,352
|
)
|
||||||
|
Total equity
|
230,219
|
230,298
|
218,221
|
|||||||||
Revenues
We have no revenue from sales because we are a development stage company. Finance income which is comprised of interest income and foreign exchange gains and losses was US$325,000 lower in TY2025 than FY2025
primarily reflecting the 6 month period over which interest income was earned compared with a full year in the comparative period. Finance income in FY2025 was US$758,000 lower than FY2024 primarily due to a reduction in interest income of
US$685,000. Finance income for FY2024 was US$1,910,000 lower than FY2023 primarily due to lower net foreign exchange gains of US$1,754,000, and a reduction in interest income of US$191,000.
Expenses
|
Expenses incurred (in thousands)
|
6
months
ended
Dec 31,
2025
|
12
months
ended
June 30,
2025
|
12
months
ended
June 30,
2024
|
12
months
ended
June 30,
2023
|
||||||||||||||
|
US$’000
|
US$’000
|
US$’000
|
US$’000
|
|||||||||||||||
|
Exploration expenditure written off
|
-
|
(37
|
)
|
(31
|
) |
(45
|
) | |||||||||||
|
Employee benefits expensed
|
(2,721
|
)
|
(6,372
|
)
|
(5,344
|
) |
(5,967
|
) | ||||||||||
|
Other expenses
|
(1,645
|
)
|
(3,787
|
)
|
(3,850
|
) |
(3,684
|
) | ||||||||||
|
Finance costs
|
(32
|
)
|
(11
|
)
|
(11
|
) | (16 |
) | ||||||||||
Exploration expenditure written off. Exploration expenditure written off includes permitting costs for non-core assets. There were no write-offs of exploration
expenditure in TY2025. Exploration expenditure written off increased US$6,000 or 19% from FY2024 to FY2025 due to an increase by the BLM in annual permit fees to $200 per claim or 21%. Exploration expenditure written off decreased
US$14,000 or 31%, from FY2023 to FY2024 as ioneer decreased the number of non-core permits.
Employee benefits expensed. Employee benefits expensed includes non-executive director fees, executive director fees, employee benefits and share-based payments
expenses. Employee benefits expensed were US$2,721,000 in TY2025 compared with US$6,372,000 in FY2025 reflecting the 6 month period covered by TY2025 relative to the 12 month period covered by FY2025 as well as the impact of the ROD bonus
expensed in FY2025. Employee benefits expensed increased US$1,028,000 or 19% from FY2024 to FY2025 primarily because of increased share-based payments expense. The decrease of US$623,000, or 10%, from FY2023 to FY2024 was driven by a
reduction in employee benefits expense, offset by increased share-based payments expense.
Other expenses. Other expenses include general and administrative expenses, consulting and professional costs and depreciation and amortization. Other expenses were
US$1,645,000 in TY2025 compared with US$3,787,000 in FY2025 reflecting the 6 month period covered by TY2025 relative to the 12 month period covered by FY2025 as well as lower spending reflecting the Company’s initiative to conserve cash in
TY2025. Other expenses decreased US$63,000, or 2%, from FY2024 to FY2025 largely as a result of lower consulting and professional fees, partly offset by higher general and administration expenses and depreciation and amortization. Other
expenses increased US$166,000, or 5%, from FY2023 to FY2024 largely as a result of higher consulting and professional fees and depreciation and amortization, offset by lower general and administration expenses.
Finance costs. Finance costs include bank charges, net foreign exchange losses and lease interest expenses. Finance costs were higher in TY2025 than FY2025 due to
additional fees relating to the DOE Loan. Finance costs remained flat from FY2024 to FY2025. Finance costs decreased by US$5,000, or 31%, from FY2023 to FY2024.
Comparison of TY2025 and FY2025
Our net loss for TY2025 and FY2025 was US$4,070,000 and US$9,554,000, respectively. Significant items contributing to the decrease in the current period loss were primarily driven by the shorter six month
reporting period in TY2025 relative to the 12 month reporting period in FY2025, and the differences include:
| • |
Employee benefits expense decreased US$3,651,000;
|
| • |
Other expenses decreased US$2,142,000; and
|
| • |
Finance income increased US$21,000.
|
Comparison of FY2025 and FY2024
Our net loss for FY2025 and FY2024 was US$9,554,000 and US$7,825,000, respectively. Significant items contributing to the current year loss and the differences from the previous financial year include:
| • |
Employee benefits expense increased US$1,028,000;
|
| • |
Other expenses decreased US$63,000; and
|
| • |
Finance income decreased US$758,000.
|
Comparison of FY2024 and FY2023
Our net loss for FY2024 and FY2023 was US$7,825,000 and US$6,391,000, respectively. Significant items contributing to the FY2024 loss and the differences from FY2023 include:
| • |
Employee benefits expense decreased US$623,000;
|
| • |
Other expenses increased US$3,215,000;
|
| • |
Finance income decreased US$1,910,000; and
|
| • |
Finance costs decreased US$5,000.
|
Historical Sources and Uses of Cash
|
Consolidated Statement of Cash Flows (in thousands)
|
6 months
ended
Dec 31,
2025
|
12 months
ended
Dec 31,
2025
|
12 months
ended
Dec 31,
2024
|
12 months
Ended
Dec 31,
2023
|
||||||||||||
|
US$’000
|
US$’000
|
US$’000
|
US$’000
|
|||||||||||||
|
Cash flows from operating activities
|
||||||||||||||||
|
Payment to suppliers and employees
|
(3,069
|
)
|
(6,805
|
)
|
(7,198
|
)
|
(8,069
|
)
|
||||||||
|
Interest and other finance costs paid
|
-
|
-
|
-
|
-
|
||||||||||||
|
Net cash flows used in operating activities
|
(3,069
|
)
|
(6,805
|
)
|
(7,198
|
)
|
(8,069
|
)
|
||||||||
|
Cash flows from investing activities
|
||||||||||||||||
|
Expenditure on mining exploration
|
(6,629
|
)
|
(14,510
|
)
|
(36,635
|
)
|
(33,333
|
)
|
||||||||
|
Purchase of equipment
|
-
|
-
|
(2
|
)
|
(601
|
)
|
||||||||||
|
Interest received
|
309
|
680
|
1,254
|
1,462
|
||||||||||||
|
Net cash flows used in investing activities
|
(6,329
|
)
|
(13,830
|
)
|
(35,383
|
)
|
(32,472
|
)
|
||||||||
|
Cash flows from financing activities
|
||||||||||||||||
|
Proceeds from the issue of shares
|
2,176
|
16,412
|
25,141
|
-
|
||||||||||||
|
Proceeds from borrowings
|
-
|
-
|
1,200
|
-
|
||||||||||||
|
Repayments of borrowings
|
-
|
(1,200
|
)
|
-
|
-
|
|||||||||||
|
Proceeds from exercise of options
|
-
|
-
|
55
|
-
|
||||||||||||
|
Equity raising expenses
|
(99
|
)
|
(618
|
)
|
(780
|
)
|
(12
|
)
|
||||||||
|
Payments of lease liability
|
(95
|
)
|
(140
|
)
|
(130
|
)
|
(213
|
)
|
||||||||
|
Payment for establishment of loan
|
-
|
(4,252
|
)
|
-
|
-
|
|||||||||||
|
Net cash flows received / (used in) financing activities
|
1,982
|
10,202
|
25,486
|
(225
|
)
|
|||||||||||
|
Net increase / (decrease) in cash held
|
(7,416
|
)
|
(10,433
|
)
|
(17,095
|
)
|
(40,766
|
)
|
||||||||
|
Cash at the beginning of the financial year
|
25,059
|
35,715
|
52,709
|
94,177
|
||||||||||||
|
Effect of exchange rate fluctuations on balances of cash held in USD
|
220
|
(223
|
)
|
101
|
(702
|
)
|
||||||||||
|
Closing cash carried forward
|
17,863
|
25,059
|
35,715
|
52,709
|
||||||||||||
Operating Activities
Net cash used in operating activities was US$3,069,000 in TY2025 compared with US$6,805,000 in FY2025 reflecting the 6 month period covered by TY2025 relative to the 12 month period covered by FY2025, as well
as lower spending reflecting the Company’s initiatives to conserve cash during TY2025. Net cash used in operating activities of US$6,805,000 in FY2025 decreased by US$393,000 compared to FY2024 and was driven primarily by decreased payments
to suppliers and savings in office costs. Net cash used in operating activities of US$7,198,000 in FY2024 decreased by US$871,000 compared to FY2023 and was driven primarily by decreased payments to suppliers and savings in office costs.
Investing Activities
Net cash used in investing activities was US$6,329,000 in TY2025 compared with US$13,830,000 in FY2025 reflecting the 6 month period covered by TY2025 relative to the 12 month period covered by FY2025, as well
as lower spending reflecting the Company’s initiative to conserve cash during TY2025. Net cash used in investing activities of US$13,830,000 in FY2025 decreased by US$21,553,000 compared to FY2024 and was driven primarily by a large
reduction in Project engineering work, and no geotechnical drilling compared with the year-earlier period. Net cash used in investing activities of US$35,383,000 in FY2024 increased by US$2,911,000 compared to FY2023 and was driven primarily
by continuing high Project engineering work, coupled with geotechnical drilling.
Financing Activities
Net cash provided by financing activities was US$1,982,000 in TY2025 compared with US$10,202,000 in FY2025 reflecting the gross proceeds from issuance of shares under the share purchase plan of approximately
US$2.2 million in July 2025 compared with gross proceeds of approximately US$16 million from an equity placement completed in June 2025. Net cash provided by financing activities of US$10,202,000 in FY2025 decreased by US$15,284,000 compared
to FY2024 and was driven primarily by lower proceeds from issue of shares of US$8,729,000, repayment of borrowings of US$1,200,000 and payment for the establishment of the DOE Loan of US$4,252,000. Net cash used in financing activities of
US$25,486,000 in FY2024 increased by US$25,711,000 compared to FY2023 and was driven primarily by proceeds from issue of shares of US$25,141,000 and proceeds from borrowings, offset by share issue costs.
| B. |
Liquidity and Capital Resources
|
In TY2025, we incurred a loss of US$4,070,000 compared with a loss of US$9,554,000 in FY2025, reflecting lower employee benefits expense and lower other expenses. The lower loss primarily reflects the shorter
6-month period covered by TY2025 relative to the 12 month period covered by FY2025 as well as reduced spending reflecting the Company’s initiative to conserve cash in TY2025, partially offset by the impact of the ROD bonus expensed in June
2025 and for which there was no equivalent bonus in TY2025.
In TY2025, FY2025, FY2024 and FY2023, we incurred losses of US$4,070,000, US$9,554,000, US$7,825,000 and US$6,391,000, respectively, and had accumulated losses of US$73,976,000 as of December 31, 2025. We have
not yet commenced commercial production at any of our properties and expect to continue to incur losses during the exploration, evaluation, and development phases of the Project.
Our operations have been financed primarily by proceeds from issuances of ordinary shares. Our cash and cash equivalent position at December 31, 2025 was US$17,863,000 compared with US$25,059,000, US$35,715,000
and US$52,709,000 at June 30, 2025, 2024 and 2023 respectively. Our cash balance fluctuates as we raise funding through equity placements and as we incur expenditures.
In February 2026, we announced the issue of 400,000,000 new fully paid ordinary shares on the ASX for gross proceeds of approximately US$50 million. The placement was strongly supported by new and existing
shareholders and will be used to accelerate development of Rhyolite Ridge including long lead items and early works, to fund project readiness, fund environmental permitting expenses and commitments, pay other project costs and fund working
capital, meet obligations under the closed DOE Loan and for general corporate purposes. Management believes that the Company has sufficient working capital to support its operations up to April 30, 2027.
Capital Expenditures and Requirements
Our capital expenditures for TY2025, FY2025, FY2024 and FY2023 were US$5,850,000, US$15,300,000, US$35,398,000 and US$33,579,000, respectively. Our capital expenditures for these periods related primarily to
permitting expenditures, loan establishment fees, resource drilling, land option and water rights payments, ongoing detailed engineering and vendor engineering.
We estimated in October 2025 that development of the Project would require approximately US$1,683.2 million. This cost estimate will be updated prior to making an FID. ioneer expects construction cost inflation
across the global mining industry to continue and place upward pressure on the capital cost estimates at Rhyolite Ridge, in particular as it relates to labor, fuel and logistics costs. If we ultimately proceed to an FID to develop the
Project, we will need to secure substantial additional funds to complete development. In January 2025, the Project closed a US$996 million DOE Loan to develop the Rhyolite Ridge Project. In June 2025, ioneer announced that it had begun a
strategic partnering process, with Goldman Sachs acting as financial advisors, to identify an equity partner to contribute to the development costs of the Project. Even if the conditions precedent to the DOE Loan are met and a new strategic
partner commits to providing equity funding to the Project, we may need to secure substantial additional funds, through future debt or equity financings, to complete development of the Project. See “Item 1D.—Risk Factors—Business Risks—We
will need additional funds to develop the Project.”
We also may decide to pursue additional debt or equity financing activities to facilitate further exploration, evaluation and development activities.
If we decide to raise capital by issuing equity securities, the issuance of additional ordinary shares or ADSs would result in dilution to our existing shareholders. We cannot be assured that we will be
successful in completing any financings or that any such debt or equity financing will be available to us if and when required or on satisfactory terms.
| C. |
Research and Development, Patents and Licenses
|
Not Applicable.
| D. |
Trend Information
|
Not applicable, as the Company is in development stage and therefore has no material trends in production, sales or inventory.
| E. |
Critical Accounting Estimates
|
The preparation of these financial statements in conformity with IFRS has required management to make judgements, estimates and assumptions which impact the application of policies and reported amounts of
assets and liabilities, income and expenses. These estimates and associated assumptions are based on historical knowledge and various other factors that are believed to be reasonable in the circumstance. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed regularly and revisions to accounting estimates are reviewed in the period in which the estimate is revised. The most significant estimates and assumptions
which have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year relate to:
Reserve Estimates
Reserves are estimates of the amount of product that can be economically and legally extracted, processed and sold from our properties under current and foreseeable economic conditions. We determine and report
reserves under the standards incorporated in the Australian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves, 2012 edition (the JORC code).
The determination of ore reserves includes estimates and assumptions about a range of geological, technical and economic factors including quantities, grades, production techniques, recovery rates, commodity
prices and exchange rates. Changes in ore reserve impact the assessment of recoverability of exploration and evaluation assets.
Estimating the quantity and/or grade of reserves requires the size, shape and depth of ore to be determined by analyzing geological data. This process may require complex and difficult judgements to interpret
the data. We use expert consultants to prepare and review our ore reserve estimates.
Exploration and Evaluation Assets
Our policy for exploration and evaluation expenditure is set out in “Note 12—Non-current assets - exploration and evaluation” of our financial statements and related notes included elsewhere in this Transition
Report on Form 20-F. The application of this policy requires certain judgements, estimates and assumptions as to future events and circumstances, in particular the assessment of whether economic quantities of reserves will be found. Any
such estimates and assumptions may change as new information becomes available. If, after capitalization of expenditure under the policy, it is concluded that the capitalized expenditure will not be recovered by future exploitation or sale,
then the relevant amount will be written off in the statement of profit or loss. Changes in assumptions may result in a material adjustment to the carrying amount of exploration and evaluation assets.
Share-based Payment Transactions
We measure the cost of equity-settled transactions with employees by reference to the fair value of the equity investments at the date on which they are granted. Additional information is set out in “Note
7.3—Share-based payments” of our financial statements and related notes included elsewhere in this Transition Report on Form 20-F.
| ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
| A. |
Directors and Senior Management
|
The following discussion sets forth information regarding our directors and executive officers as of April 15, 2026. In accordance with the ASX Listing Rules, a Director (other than the Managing Director) must
not hold office, without re-election, past the third annual general meeting following the Director’s appointment or three years, whichever is longer. In addition, under our Constitution, at every annual general meeting, one-third of the
Directors (other than the Managing Director), are required to retire from office. Such Directors are entitled to submit for re-election. The following table lists the names of our directors and executive officers. The business address for
each director and member of senior management is c/o Suite 16.01, Level 16, 213 Miller Street, North Sydney, NSW 2060, Australia.
|
Name
|
Age
|
Position
|
|||
|
James D. Calaway
|
68
|
Executive Chairman
|
|||
|
Bernard Rowe
|
58
|
Managing Director & Chief Executive Officer
|
|||
|
Alan Davies
|
55
|
Independent Non-executive Director
|
|||
|
Rose McKinney-James
|
74
|
Independent Non-executive Director
|
|||
|
Margaret Walker
|
73
|
Independent Non-executive Director
|
|||
|
Timothy Woodall
|
58
|
Independent Non-executive Director
|
|||
|
Ken Coon
|
66
|
Vice President of Human Resources
|
|||
|
April Hashimoto
|
63
|
Chief Financial Officer
|
|||
|
Yoshio Nagai
|
64
|
Vice President Commercial Sales & Marketing
|
|||
|
Olga Smejkalova
|
46
|
Company Secretary
|
|||
|
Matthew Weaver
|
60
|
Senior Vice President of Engineering & Operations
|
|||
|
Chad Yeftich
|
50
|
Vice President Corporate Development & External Affairs
|
|||
James D. Calaway (68 years of age) – Executive Chairman
James Calaway has considerable experience and success in building young companies into successful commercial enterprises. He was the non-executive chairman Orocobre Ltd from May 2009 to July 2016, helping lead
the company from its earliest development to becoming a significant producer of lithium carbonate and a member of the ASX 300. He joined the board of ioneer as a non-executive director in April 2017, has served as Chairman since June 2017
and was appointed Executive Chairman in July 2020.
James is currently Chairman of Distributed Power Partners Inc, a US international distributed power development company which is a leader in clustered distributed solar power development. He has also been a
chair of several other U.S. corporate boards including the Centre for Houston’s Future, and the Houston Independent School District Foundation.
Bernard Rowe (58 years of age) – Managing Director & Chief Executive Officer
Bernard was appointed managing director and Chief Executive Officer in August 2007. He has more than 30 years’ international experience in mineral exploration and mine development. His diverse mineral
industry experience includes gold, copper, zinc, diamond, lithium and boron exploration in Australia, Europe, Africa, North America and South America. He led the Company’s listing on the ASX in 2007 with a focus on gold and copper
exploration in Nevada and Peru. In early 2016 Bernard visited a little-known lithium-boron deposit in southern Nevada – later to be renamed Rhyolite Ridge. He realized the potential opportunity and quickly secured a 12-month option over the
Project to give the Company sufficient time to fully assess and evaluate the unique and poorly understood deposit. Bernard is a member of the Australian Institute of Geoscientists, the Society of Economic Geologist and the Geological Society
of Nevada. He is a non-executive director of G50 Corporation (2021-current), an AX listed gold, silver and gallium exploration company.
Alan Davies (55 years of age) – Independent Non-executive Director
Alan joined the board as a non-executive director in May 2017. He has expertise in running and leading mining businesses with Rio Tinto, most recently as chief executive, Energy & Minerals. Former roles
include chief executive, Diamonds & Minerals and chief financial officer of Rio Tinto Iron Ore. Alan held management positions in Australia, London and the US for Rio Tinto’s Iron Ore and Energy businesses, and has run and managed
operations in Africa, Asia, Australia, Europe and North and South America. He is also a former director of Rolls Royce Holdings plc. He is currently the chief executive officer of the Moxico Resources PLC a Zambian copper and zinc explorer
and developer. He is also Chairman of Trigem DMCC, a vertically integrated diamond and colored stone service provider. Alan is a Fellow of the Institute of Chartered Accountants in Australia.
Rose McKinney-James (74 years of age) – Independent Non-executive Director
Rose is an experienced and accomplished public company director, clean energy advocate, and small business leader with a broad history in public service, private sector corporate sustainability, social impact,
and non-profit volunteerism. She is the former President and CEO of the Corporation for Solar Technology and Renewable Resources (“CSTRR”), and former Commissioner with the Nevada Public Service
Commission, she also served as Nevada’s first Director of the Department of Business and Industry. She is currently the Managing Principal of McKinney-James & Associates, which provides business-consulting services and advocacy in public
affairs, energy policy, strategy and economic and sustainable development. She is also a Non-Executive Director of MGM Resorts International, Toyota Financial Savings Bank, Pacific Premier Bancorp Inc, Clean Energy for America, and the Las
Vegas Stadium Authority. Rose holds a Juris Doctorate from Antioch School of Law and a BA in Liberal Arts from Olivet College. She has been honored by the American Solar Energy Society (“SOLAR NV”) as the Advocate of the Year. She is the
recipient of the inaugural GreenBiz Verge VANGUARD Award and the DirectWomen Sandra Day O’Connor Award for Board Excellence.
Margaret R. Walker (73 years of age) – Independent Non-executive Director
Margaret brings over 40 years’ experience and leadership in large-scale chemical engineering, project management and organizational development gained through a career as a chemical engineer with The Dow
Chemical Company (“Dow Chemical”). From 2004 until her retirement in December 2010, Mrs. Walker was Vice President of Engineering & Technology for Dow Chemical. Prior to this, Margaret held other
senior positions with Dow Chemical including Senior Leader in Manufacturing & Engineering and Business Director of Contract Manufacturing. Dow Chemical provides chemical, plastic and agricultural products and services. Margaret holds a
Bachelor of Chemical Engineering from Texas Tech University, and in 2018 became a National Association of Corporate Directors Board Leadership Fellow.
Timothy R. Woodall (58 years of age) – Independent Non-executive Director
Tim joined the board as a non-executive director in May 2025. He has over 30 years’ experience in international M&A and finance, specializing in the energy sector. His expertise includes being the founder
and Managing Director of a boutique advisory firm, the CEO of a technical consulting firm and senior roles in New York and London with global investment banks. Additionally, he has held senior executive positions with energy companies in
Australia and the USA. He previously served as a non-executive director (and executive director) of FAR Limited (August 2017 to June 2021) and Central Petroleum. He holds a Bachelor of Economics from the University of Adelaide, is a Fellow of
the Australian Society of CPAs, and a graduate of the Australian Institute of Company Directors.
Ken Coon (66 years of age) – Vice President of Human Resources
Ken is responsible for the human resource function of the Company. He has more than 30 years of human resources experience holding international and regional leadership roles with Royal Dutch Shell’s
downstream refining and chemicals organization and Entergy, a large US Gulf Coast utility company.
April Hashimoto (63 years of age) – Chief Financial Officer
April joined ioneer as interim CFO on November 6, 2025. Ian Bucknell resigned as Chief Financial Officer and Company Secretary on December 4, 2025. April is responsible for the finance and IT functions of the
Company. She brings more than 30 years of international experience in the resource sector, most recently as Senior Vice-President, Finance and Administration at Lithium Americas Corp. Previously she was the CFO at several junior mining
companies and the exploration and construction division of Placer Dome Inc.
Yoshio Nagai (64 years of age) – Vice President Commercial Sales & Marketing
Yoshio Nagai is responsible for the sales and marketing function of the Company. He has more than 20 years chemical and mining industry sales and marketing experience, most recently as Sales Vice President at
the Rio Tinto Group Company accountable for borates, salt and talc products, in Asia and the USA.
Olga Smejkalova (46 years of age) – Company Secretary
Olga was appointed Company Secretary on December 1, 2025 pursuant to a services agreement with Acclime Corporate Services Pty Ltd. Ian Bucknell resigned as Chief Financial Officer and Company Secretary
effective December 4, 2025.
Matt Weaver (60 years of age) – Senior Vice President of Engineering & Operations
Matt Weaver is responsible for all engineering and operational aspects of the Rhyolite Ridge lithium-boron Project in Nevada and for delivering the Project through the Definitive Feasibility Study and project
execution and into full commercial production. He has 30 years of international mining experience, having worked with BHP, Rio Tinto and Newmont, and several junior mining companies.
Chad Yeftich (50 years of age) – Vice President Corporate Development & External Affairs
Chad Yeftich is responsible for US government relations, public relations, community affairs and corporate development. He has over 25 years finance and investment industry experience, having worked with
Maverick Capital, H.I.G Capital, Trafelet Brokaw & Company, and PwC.
Family Relationships
There are no family relationships between any members of our executive management and our directors.
Arrangements for Election of Directors and Members of Management
There are no contracts or other arrangements pursuant to which directors have been or must be selected.
| B. |
Compensation
|
Overview
Our remuneration policy for our key management personnel (“KMP”) has been developed by our Board taking into account our size, the size of our management team, the nature and stage of development of our current
operations, and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.
In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP:
| • |
we are currently focused on undertaking exploration, appraisal and development activities;
|
| • |
risks associated with developing resource companies whilst exploring and developing projects; and
|
| • |
other than profit which may be generated from asset sales, we do not expect to be undertaking profitable operations until sometime after the commencement of commercial production on any
of our projects.
|
Executive Remuneration
Our remuneration framework and executive reward strategy provides a mix of fixed and variable remuneration with a blend of short and long-term incentives. The key elements of the remuneration packages are as
follows:
| • |
Fixed: Annual base salary.
|
| • |
Variable short-term incentive: annual cash bonus.
|
| • |
Variable equity: performance rights granted under shareholder approved equity incentive plans
|
| • |
Post-employment benefits: superannuation contributions and similar retirement benefits savings for non-Australian executives.
|
We believe our executive compensation strategy provides for fair, competitive remuneration that aligns potential rewards with the Company’s objectives while being transparent to shareholders. Key remuneration
elements are reviewed annually to determine appropriate awards based upon factors such as individual performance, Company results and competitive benchmark survey data.
Fixed
Base salaries are reviewed annually and adjusted based upon individual performance and competitive benchmarks that may be reviewed from time to time to ensure competitiveness.
Variable short-term incentive
Annual (short-term) cash bonuses are reviewed annually with awards granted based upon individual performance and Company results. Bonus targets are benchmarked from time to time to ensure competitiveness.
Bonuses may range from 0 to 200% of target. The Board reserves the right to grant bonuses larger than 200% for exceptional contributions to Company objectives.
Variable equity
Equity (long-term) grants are reviewed annually with a portion of the grants being performance based and a portion restricted time based. The Board has a current practice of granting a ratio of 60%
performance-based equity rights and 40% restricted time-based equity rights. Typically, equity grants awarded as part of the Company’s annual review cycle will vest over a 3-year period. Vesting of performance-based grants are reviewed with
the time-based grants at the time of vesting with the size of the vested award to be based upon the degree to which pre-established objectives were achieved, and the overall value of the vested award determined by market share price.
Performance based equity grants may range between 0 and 200% at time of vesting based upon achievement of pre-established business targets. Equity targets are benchmarked from time to time to ensure competitiveness.
Post-employment benefits
Superannuation funds are accessible by Australian employees after retirement, as mandated by Australian law. Similar retirement benefits savings for non-Australian executives are accessible after retirement.
Non-Executive Director Remuneration
Total remuneration for all non-executive directors, last voted upon by shareholders at the 2017 Annual General Meeting of the Company, is not to exceed A$1,000,000 (US$656,100) per annum, inclusive of
superannuation (excluding special exertion fees).
This total pool enables the Company in the future, if required, to provide for:
| • |
Adequate financial incentives, commensurate with the market to attract and retain suitably qualified and experienced directors to replace existing non-executive directors;
|
| • |
Appropriate arrangements to be put in place to ensure a smooth transition on replacement of directors, including a period of overlap if required; and
|
| • |
Increases in non-executive directors in the future should it be considered appropriate.
|
Total remuneration paid to non-executive directors in the financial year was US$457,123 (2024: US$456,563, 2023: US$416,136). The non-executive director fees included US$197,123 (2024: US$197,683, 2023:
US$165,103) paid in the form of performance rights. The board believes that providing remuneration to directors in the form of performance rights in consideration for their services as directors more effectively aligns the interests of
directors with those of shareholders, by giving directors an opportunity to share in the success of the Company. In addition, given the pre-production stage of the Project, the Company conserves cash by providing non-executive directors with
non-cash remuneration.
Non-executive directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred as a consequence of their attendance at Board meetings and otherwise in the execution of
their duties as directors. These expenses do not contribute to the A$1,000,000 cap set by the Company’s shareholders. The Chair of each of the Audit & Risk Committee, the Nomination & Remuneration Committee, the Project Execution
Committee and the ESG Committee receive an additional US$5,000 per annum to reflect the time spent in managing the Committees.
The Board has determined that there would be no increase in fees payable to non-executive directors for the Transition Period ending December 31, 2026. The Board has determined to put to shareholders at the May
2026 Annual General Meeting, that non-executive directors receive US$12,500 in performance rights being the pro-rated amount for the six months ended December 31, 2025 (FY2025: US$25,000 in performance rights) of the Company in lieu of
receipt of directors’ fees in cash.
Details of Remuneration for the Transition Period
Details of the nature and amount of each element of the emoluments of our Directors and executive officers are presented below. Timothy Woodall was appointed non-executive director on May 5, 2025. Stephen
Gardiner retired as a non-executive director on May 5, 2025.
Statutory Remuneration
The following table sets out KMP remuneration for the TY2025 and FY2025 in US Dollars:
|
Name (Position)
|
Year
|
Base Salary
|
Superannuation
|
Health & Life
Benefits
|
Non-
Monetary
Benefits3
|
STI
|
Long
Service
Leave
|
Share-based
Payment
Options &
Rights1
|
Total Statutory Remuneration
|
% of performance-
based rem.
|
||||||||||||||||||||||||||||
|
Non-Executive Director
|
||||||||||||||||||||||||||||||||||||||
|
Alan Davies
|
TY2025
|
32,500
|
-
|
-
|
-
|
-
|
-
|
11,882
|
44,382
|
27
|
%
|
|||||||||||||||||||||||||||
|
FY2025
|
65,000
|
-
|
-
|
-
|
-
|
-
|
15,000
|
80,000
|
19
|
%
|
||||||||||||||||||||||||||||
|
Stephen Gardiner
|
TY2025
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
|
FY2025
|
52,600
|
-
|
-
|
-
|
-
|
-
|
46,681
|
99,281
|
47
|
%
|
||||||||||||||||||||||||||||
|
Rose McKinney-James
|
TY2025
|
32,500
|
-
|
-
|
-
|
-
|
-
|
11,882
|
44,382
|
27
|
%
|
|||||||||||||||||||||||||||
|
FY2025
|
65,000
|
-
|
-
|
-
|
-
|
-
|
15,000
|
80,000
|
19
|
%
|
||||||||||||||||||||||||||||
|
Margaret R Walker
|
TY2025
|
32,500
|
-
|
-
|
-
|
-
|
-
|
11,882
|
44,382
|
27
|
%
|
|||||||||||||||||||||||||||
|
FY2025
|
65,000
|
-
|
-
|
-
|
-
|
-
|
15,000
|
80,000
|
19
|
%
|
||||||||||||||||||||||||||||
|
Timothy Woodall
|
TY2025
|
29,018
|
3,482
|
-
|
-
|
-
|
-
|
6,747
|
39,247
|
17
|
%
|
|||||||||||||||||||||||||||
|
FY2025
|
12,400
|
-
|
-
|
-
|
-
|
-
|
972
|
13,372
|
7
|
%
|
||||||||||||||||||||||||||||
|
Executive Director
|
||||||||||||||||||||||||||||||||||||||
|
James D Calaway
|
TY2025
|
199,998
|
-
|
-
|
-
|
45,938
|
-
|
419,762
|
665,698
|
70
|
%
|
|||||||||||||||||||||||||||
|
FY2025
|
462,000
|
-
|
-
|
-
|
82,180
|
-
|
340,591
|
885,271
|
48
|
%
|
||||||||||||||||||||||||||||
|
Bernard Rowe
|
TY2025
|
194,285
|
9,827
|
2,675
|
-
|
100,362
|
3,207
|
874,757
|
1,185,113
|
82
|
%
|
|||||||||||||||||||||||||||
|
FY2025
|
421,009
|
19,454
|
3,742
|
-
|
144,546
|
7,255
|
844,085
|
1,440,091
|
69
|
%
|
||||||||||||||||||||||||||||
|
Executives
|
||||||||||||||||||||||||||||||||||||||
|
Ian Bucknell 2
|
TY2025
|
156,202
|
8,712
|
3,111
|
-
|
-
|
(31,338
|
)
|
(382,047
|
)
|
(245,360
|
)
|
156
|
%
|
||||||||||||||||||||||||
|
FY2025
|
298,209
|
19,454
|
4,081
|
-
|
66,438
|
4,962
|
571,535
|
964,679
|
66
|
%
|
||||||||||||||||||||||||||||
|
April Hashimoto 3
|
TY2025
|
12,710
|
-
|
-
|
-
|
4,069
|
-
|
-
|
16,779
|
24
|
%
|
|||||||||||||||||||||||||||
|
Ken Coon 4, 5
|
TY2025
|
67,000
|
-
|
549
|
-
|
19,070
|
-
|
59,423
|
146,042
|
54
|
%
|
|||||||||||||||||||||||||||
|
FY2025
|
200,833
|
-
|
1,033
|
3,950
|
29,325
|
-
|
309,602
|
544,243
|
62
|
%
|
||||||||||||||||||||||||||||
|
Yoshio Nagai 4
|
TY2025
|
70,998
|
3,990
|
2,058
|
-
|
19,910
|
-
|
70,715
|
167,617
|
54
|
%
|
|||||||||||||||||||||||||||
|
FY2025
|
212,298
|
11,490
|
4,116
|
-
|
30,905
|
-
|
312,068
|
570,877
|
60
|
%
|
||||||||||||||||||||||||||||
|
Chad Yeftich
|
TY2025
|
160,599
|
3,042
|
7,854
|
-
|
40,660
|
-
|
94,263
|
369,593
|
37
|
%
|
|||||||||||||||||||||||||||
|
FY2025
|
291,067
|
8,070
|
15,869
|
-
|
52,908
|
-
|
398,909
|
766,823
|
59
|
%
|
||||||||||||||||||||||||||||
|
Matt Weaver
|
TY2025
|
175,465
|
8,325
|
6,794
|
-
|
66,706
|
-
|
168,631
|
426,102
|
55
|
%
|
|||||||||||||||||||||||||||
|
FY2025
|
331,683
|
16,584
|
14,145
|
-
|
72,528
|
-
|
669,894
|
1,104,834
|
67
|
%
|
||||||||||||||||||||||||||||
|
Total
|
TY2025
|
1,163,776
|
37,378
|
23,221
|
-
|
296,715
|
(28,131
|
)
|
1,351,199
|
2,844,158
|
||||||||||||||||||||||||||||
|
FY2025
|
2,477,099
|
75,052
|
42,985
|
3,950
|
478,830
|
12,217
|
3,539,336
|
6,624,304
|
||||||||||||||||||||||||||||||
| (1) |
Share-based payment expense for the Transition Period (six months ended December 31, 2025)
|
| (2) |
Ian Bucknell resigned as Chief Financial Officer and Company Secretary effective December 4, 2025. Amounts in brackets are the result of the reversal of accrued long service leave, and
reversal of share-based expense relating to forfeited performance rights that were reversed upon Ian Bucknell’s resignation.
|
| (3) |
April Hashimoto was appointed Interim Chief Financial Officer on November 6, 2025 pursuant to a consulting contract by which she is paid based on an hourly rate and participates in
STIP. The amount shown as base pay reflects the amount invoiced under the consulting contract for the period that April Hashimoto was an executive KMP (December 4, 2025 to December 31, 2025).
|
| (4) |
Ken Coon and Yoshio Nagai transition from full-time to part-time employment, effective January 1, 2025.
|
| (5) |
Non-monetary benefits relate to leased accommodations provided to Executive in Reno, Nevada.
|
KMP Shareholdings
The movement in Share and other Equity Holdings for KMP are disclosed in the following table:
|
Ordinary shares
|
Performance rights
|
Options
|
||||||||||||||||||||||||||||||||||||||||||
|
Name
|
Balance at
30/06/25
|
Acquired
|
Disposed
|
Other
|
Balance at
31/12/25
|
Balance at
30/06/25
|
Net change
|
Balance at
31/12/25 |
Balance at
30/06/25
|
Net change
|
Balance at
31/12/25
|
|||||||||||||||||||||||||||||||||
|
Non-Executive Directors
|
||||||||||||||||||||||||||||||||||||||||||||
|
Alan Davies
|
5,026,259
|
887,890
|
-
|
-
|
5,914,149
|
132,190
|
55,893
|
188,083
|
326,323
|
(326,323
|
)
|
-
|
||||||||||||||||||||||||||||||||
|
Stephen Gardiner
|
323,663
|
-
|
-
|
-
|
323,663
|
263,354
|
(263,354
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||
|
Rose McKinney-James
|
670,070
|
132,190
|
-
|
-
|
802,260
|
132,190
|
55,893
|
188,083
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||
|
Margaret R Walker
|
750,070
|
405,310
|
-
|
-
|
1,155,380
|
132,190
|
55,893
|
188,083
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||
|
Timothy Woodall
|
75,000
|
300,000
|
-
|
-
|
375,000
|
200,000
|
188,083
|
388,083
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||
|
Executive Directors
|
||||||||||||||||||||||||||||||||||||||||||||
|
James D Calaway
|
58,995,110
|
4,600,759
|
-
|
-
|
63,595,869
|
5,939,542
|
1,267,279
|
7,206,821
|
326,323
|
(326,323
|
)
|
-
|
||||||||||||||||||||||||||||||||
|
Bernard Rowe
|
69,609,147
|
9,197,048
|
-
|
-
|
78,806,195
|
11,906,857
|
4,291,648
|
16,198,505
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||
|
Executives
|
||||||||||||||||||||||||||||||||||||||||||||
|
Ian Bucknell 1
|
6,300,766
|
3,144,310
|
(500,000
|
)
|
-
|
8,945,076
|
7,703,997
|
(7,703,997
|
)
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||
|
April Hashimoto 2
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||
|
Ken Coon
|
2,888,426
|
1,694,181
|
(770,338
|
)
|
-
|
3,812,269
|
3,572,885
|
561,363
|
4,134,248
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||
|
Yoshio Nagai
|
4,398,099
|
1,449,162
|
-
|
-
|
5,847,261
|
3,942,872
|
1,038,097
|
4,980,969
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||
|
Matt Weaver
|
7,314,594
|
3,682,025
|
(1,595,085
|
)
|
-
|
9,401,534
|
8,883,109
|
2,392,201
|
11,275,310
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||
|
Chad Yeftich
|
2,761,885
|
1,613,788
|
(792,967
|
)
|
-
|
3,582,706
|
4,634,991
|
1,842,103
|
6,477,094
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||
|
Total
|
159,113,089
|
27,106,663
|
(3,658,390
|
)
|
-
|
182,561,362
|
47,444,177
|
3,781,102
|
51,225,279
|
652,646
|
(652,646
|
)
|
-
|
|||||||||||||||||||||||||||||||
| (1) |
Ian Bucknell resigned as Chief Financial Officer and Company Secretary effective 4 December 2025.
|
| (2) |
April Hashimoto was appointed Interim Chief Financial Officer pursuant to a consulting contract effective 6 November 2025 and became an executive KMP on 4 December 2025.
|
Option Movement During the Year
There are no options outstanding. The following table presents that all remaining options have lapsed. The option terms are set out in “Note 18 – Equity – issued capital” of our financial statements and
related notes thereto included elsewhere in this Transition Report on Form 20-F.
|
Name
|
Grant Date
|
Vesting
Date
|
Expiry
Date
|
Fair value
at grant
|
Exercise
Price
|
Balance
at
30/06/25
|
Options
Granted
|
Options
Exercised
|
Options
Lapsed
|
Balance
at
31/12/25
|
Financial
year to vest
|
|||||||||||||||||||||||||||
|
James D. Calaway
|
16/11/2020
|
16/11/2021
|
16/11/2025
|
0.138
|
0.185
|
326,323
|
-
|
-
|
(326,323
|
)
|
-
|
2022
|
||||||||||||||||||||||||||
|
Sub Total
|
326,323
|
-
|
-
|
(326,323
|
)
|
-
|
||||||||||||||||||||||||||||||||
|
Alan Davies
|
16/11/2020
|
16/11/2021
|
16/11/2025
|
0.138
|
0.185
|
326,323
|
-
|
-
|
(326,323
|
)
|
-
|
2022
|
||||||||||||||||||||||||||
|
Sub Total
|
326,323
|
-
|
-
|
(326,323
|
)
|
-
|
||||||||||||||||||||||||||||||||
|
Total
|
652,646
|
-
|
-
|
(652,646
|
)
|
-
|
||||||||||||||||||||||||||||||||
Performance Rights Movement During the Year
The following table presents all performance rights that have been granted, vested or lapsed during TY2025. The rights terms and additional details are set out in “Note 18 —Equity – issued capital” of our
financial statements and related notes included elsewhere in this Transition Report on Form 20-F.
|
Name
Plan |
Grant Date
(mm/dd/yyyy)
|
Vesting Date
(mm/dd/yyyy)
|
Fair value at
grant
|
Rights
Granted
|
Rights Vested
|
Rights Lapsed
|
% vested
|
||||||||||||||||||
|
James D. Calaway
|
|||||||||||||||||||||||||
|
2022 LTI - time based
|
11/4/2022
|
7/1/2025
|
0.570
|
-
|
(272,878
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2022 LTI - performance based
|
11/4/2022
|
7/1/2025
|
0.554
|
-
|
(73,677
|
)
|
(335,640
|
)
|
18
|
%
|
|||||||||||||||
|
2024 STI - time based
|
11/1/2024
|
7/1/2025
|
0.280
|
-
|
(2,272,571
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
In lieu of director fees
|
11/1/2024
|
11/1/2025
|
0.280
|
-
|
(185,066
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
In lieu of director fees
|
11/5/2025
|
11/2/2026
|
0.185
|
263,316
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
2025 LTI – time based
|
11/6/2025
|
1/1/2029
|
0.185
|
1,101,410
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
2025 LTI - performance based
|
11/6/2025
|
1/1/2029
|
0.185
|
1,652,115
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
2025 STI – ROD bonus time based 1
|
11/6/2025
|
11/7/2025
|
0.185
|
1,796,567
|
(1,796,567
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2025 STI - time based
|
11/6/2025
|
7/1/2026
|
0.185
|
1,390,270
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
Sub Total
|
6,203,678
|
(4,600,759
|
)
|
(335,640
|
)
|
||||||||||||||||||||
|
Alan Davies
|
|||||||||||||||||||||||||
|
In lieu of director fees
|
11/1/2024
|
11/1/2025
|
0.280
|
-
|
(132,190
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
In lieu of director fees
|
11/5/2025
|
11/2/2026
|
0.185
|
188,083
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
Sub Total
|
188,083
|
(132,190
|
)
|
-
|
|||||||||||||||||||||
|
Stephen Gardiner 2
|
|||||||||||||||||||||||||
|
Granted on employment
|
8/25/2022
|
8/25/2025
|
0.660
|
-
|
(182,916
|
)
|
(13,617
|
)
|
93
|
%
|
|||||||||||||||
|
In lieu of director fees
|
11/1/2024
|
11/1/2025
|
0.280
|
-
|
(66,821
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
Sub Total
|
-
|
(249,737
|
)
|
(13,617
|
)
|
||||||||||||||||||||
|
Rose McKinney-James
|
|||||||||||||||||||||||||
|
In lieu of director fees
|
11/1/2024
|
11/1/2025
|
0.280
|
-
|
(132,190
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
In lieu of director fees
|
11/5/2025
|
11/2/2026
|
0.185
|
188,083
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
Sub Total
|
188,083
|
(132,190
|
)
|
-
|
|||||||||||||||||||||
|
Margaret R Walker
|
|||||||||||||||||||||||||
|
In lieu of director fees
|
11/1/2024
|
11/1/2025
|
0.280
|
-
|
(132,190
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
In lieu of director fees
|
11/5/2025
|
11/2/2026
|
0.185
|
188,083
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
Sub Total
|
188,083
|
(132,190
|
)
|
-
|
|||||||||||||||||||||
|
Timothy Woodall
|
|||||||||||||||||||||||||
|
In lieu of director fees
|
11/5/2025
|
11/2/2026
|
0.185
|
188,083
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
Sub Total
|
188,083
|
-
|
-
|
||||||||||||||||||||||
|
Ian Bucknell 3
|
|||||||||||||||||||||||||
|
2022 LTI - time based
|
7/1/2022
|
7/1/2025
|
0.425
|
-
|
(292,581
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2022 LTI - performance based
|
7/1/2022
|
7/1/2025
|
0.491
|
-
|
(78,997
|
)
|
(359,874
|
)
|
18
|
%
|
|||||||||||||||
|
2023 LTI - time based
|
7/1/2023
|
7/1/2026
|
0.340
|
-
|
-
|
(419,206
|
)
|
0
|
%
|
||||||||||||||||
|
2023 LTI - performance based
|
7/1/2023
|
7/1/2026
|
0.340
|
-
|
-
|
(628,809
|
)
|
0
|
%
|
||||||||||||||||
|
2024 STI - time based
|
7/1/2024
|
7/1/2025
|
0.149
|
-
|
(1,717,742
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2024 LTI – time based
|
7/1/2024
|
7/1/2027
|
0.149
|
-
|
-
|
(989,382
|
)
|
0
|
%
|
||||||||||||||||
|
2024 LTI - performance based
|
7/1/2024
|
7/1/2027
|
0.149
|
-
|
-
|
(1,484,073
|
)
|
0
|
%
|
||||||||||||||||
|
Supplemental 2024 LTI
|
3/1/2025
|
2/28/2029
|
0.145
|
-
|
-
|
(866,666
|
)
|
0
|
%
|
||||||||||||||||
|
Supplemental 2024 LTI
|
3/1/2025
|
2/28/2029
|
0.145
|
-
|
-
|
(866,667
|
)
|
0
|
%
|
||||||||||||||||
|
2025 LTI – time based
|
8/28/2025
|
1/1/2029
|
0.115
|
1,770,687
|
-
|
(1,770,687
|
)
|
0
|
%
|
||||||||||||||||
|
2025 LTI - performance based
|
8/28/2025
|
1/1/2029
|
0.115
|
2,656,031
|
-
|
(2,656,031
|
)
|
0
|
%
|
||||||||||||||||
|
2025 STI - time based
|
8/28/2025
|
9/1/2025
|
0.115
|
1,054,990
|
(1,054,990
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
Sub Total
|
5,481,708
|
(3,144,310
|
)
|
(10,041,395
|
)
|
||||||||||||||||||||
|
Ken Coon
|
|||||||||||||||||||||||||
|
2022 LTI - time based
|
7/1/2022
|
7/1/2025
|
0.000
|
-
|
(151,599
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2022 LTI - performance based
|
7/1/2022
|
7/1/2025
|
0.491
|
-
|
(40,932
|
)
|
(186,466
|
)
|
18
|
%
|
|||||||||||||||
|
2024 STI - time based
|
7/1/2024
|
7/1/2025
|
0.149
|
-
|
(1,027,493
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2025 LTI – time based
|
8/28/2025
|
1/1/2029
|
0.115
|
787,141
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
2025 LTI - performance based
|
8/28/2025
|
1/1/2029
|
0.115
|
1,180,712
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
2025 STI - time based
|
8/28/2025
|
9/1/2025
|
0.115
|
474,157
|
(474,157
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
Sub Total
|
2,442,010
|
(1,694,181
|
)
|
(186,466
|
)
|
||||||||||||||||||||
|
Yoshio Nagai
|
|||||||||||||||||||||||||
|
2022 LTI - time based
|
7/1/2022
|
7/1/2025
|
0.425
|
-
|
(160,695
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2022 LTI - performance based
|
7/1/2022
|
7/1/2025
|
0.491
|
-
|
(43,388
|
)
|
(197,654
|
)
|
18
|
%
|
|||||||||||||||
|
2024 STI - time based
|
7/1/2024
|
7/1/2025
|
0.149
|
-
|
(1,245,079
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2025 LTI – time based
|
8/28/2025
|
1/1/2029
|
0.115
|
834,135
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
2025 LTI - performance based
|
8/28/2025
|
1/1/2029
|
0.115
|
1,251,202
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
2025 STI - time based
|
8/28/2025
|
7/1/2026
|
0.115
|
599,576
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
Sub Total
|
2,684,913
|
(1,449,162
|
)
|
(197,654
|
)
|
||||||||||||||||||||
|
Bernard Rowe
|
|||||||||||||||||||||||||
|
2022 LTI - time based
|
11/4/2022
|
7/1/2025
|
0.570
|
-
|
(560,084
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2022 LTI - performance based
|
11/4/2022
|
7/1/2025
|
0.554
|
-
|
(151,223
|
)
|
(688,902
|
)
|
18
|
%
|
|||||||||||||||
|
2024 STI - time based
|
7/1/2024
|
7/1/2025
|
0.280
|
-
|
(3,806,452
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2025 LTI – time based
|
11/6/2025
|
1/1/2029
|
0.185
|
3,377,320
|
-
|
0
|
%
|
||||||||||||||||||
|
2025 LTI - performance based
|
11/6/2025
|
1/1/2029
|
0.185
|
5,065,979
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
2025 STI – ROD bonus time based 1
|
11/6/2025
|
11/7/2025
|
0.185
|
4,379,289
|
(4,379,289
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2025 STI - time based
|
11/6/2025
|
7/1/2026
|
0.185
|
1,055,010
|
0
|
%
|
|||||||||||||||||||
|
Sub Total
|
13,877,598
|
(8,897,048
|
)
|
(688,902
|
)
|
||||||||||||||||||||
|
Chad Yeftich
|
|||||||||||||||||||||||||
|
2022 LTI - time based
|
7/1/2022
|
7/1/2025
|
0.615
|
-
|
(204,658
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2022 LTI - performance based
|
7/1/2022
|
7/1/2025
|
0.709
|
-
|
(55,258
|
)
|
(251,729
|
)
|
18
|
%
|
|||||||||||||||
|
2024 STI - time based
|
7/1/2024
|
7/1/2025
|
0.149
|
-
|
(1,353,872
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2025 LTI – time based
|
8/28/2025
|
1/1/2029
|
0.115
|
1,072,039
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
2025 LTI - performance based
|
8/28/2025
|
1/1/2029
|
0.115
|
1,608,059
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
2025 STI - time based
|
8/28/2025
|
7/1/2026
|
0.115
|
1,027,522
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
Sub Total
|
3,707,620
|
(1,613,788
|
)
|
(251,729
|
)
|
||||||||||||||||||||
|
Matt Weaver
|
|||||||||||||||||||||||||
|
2022 LTI - time based
|
7/1/2022
|
7/1/2025
|
0.425
|
-
|
(323,663
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2022 LTI - performance based
|
7/1/2022
|
7/1/2025
|
0.491
|
-
|
(87,389
|
)
|
(398,106
|
)
|
18
|
%
|
|||||||||||||||
|
2024 STI - time based
|
7/1/2024
|
7/1/2025
|
0.149
|
-
|
(1,994,544
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
2025 LTI – time based
|
8/28/2025
|
1/1/2029
|
0.115
|
2,078,361
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
2025 LTI - performance based
|
8/28/2025
|
1/1/2029
|
0.115
|
3,117,542
|
-
|
-
|
0
|
%
|
|||||||||||||||||
|
2025 STI - time based
|
8/28/2025
|
9/1/2025
|
0.115
|
1,198,869
|
(1,198,869
|
)
|
-
|
100
|
%
|
||||||||||||||||
|
Sub Total
|
6,394,772
|
(3,604,465
|
)
|
(398,106
|
)
|
||||||||||||||||||||
|
Total
|
41,544,631
|
(25,650,020
|
)
|
(12,113,509
|
)
|
||||||||||||||||||||
| (1) |
ROD bonuses are a one-off time-based grant issued upon achievement of a positive Record of Decision in FY2025, with a one-day vesting period, approved at the October 31, 2025 Annual
General Meeting.
|
| (2) |
Non-executive director Stephen Gardiner retired from the Board effective May 5, 2025.
|
| (3) |
Ian Bucknell resigned as Chief Financial Officer and Company Secretary effective December 4, 2025. No pro-rata incentives were paid and all incentives lapsed.
|
Employment Agreements
The key provisions of the employment agreements are set out below for each of our executive officers. None of these employment agreements have termination dates.
Mr. Calaway, Executive Chairman
Mr. Calaway’s employment agreement was established effective July 1, 2024 and is expected to continue until FID has been accomplished. The FID is expected to be achieved in FY2026. The employment agreement
provides for fixed annual remuneration of US$250,000. This is in addition to non-executive chair annual remuneration of US$185,000. At risk STI is 60% of base salary and at risk LTI is 60% of base salary. The split of LTI performance-based vs
time based is 60% to 40%. The agreement can be terminated by Mr. Calaway on one months’ notice and by the Company on one months’ notice.
Mr. Rowe, Managing Director & Chief Executive Officer
Mr. Rowe’s employment agreement has an open term and was established effective July 1, 2019. It provides for fixed annual remuneration of A$585,000. At risk STI is 80% of the base salary (actual awards may
range from 0 to 200% contingent upon individual and Company performance compared with established targets) and at risk LTI is 120% of the base salary. The split of LTI performance-based vs time based is 60% to 40%. The agreement can be
terminated by Mr. Rowe on six months’ notice and by the Company on six months’ notice.
Mr. Coon, Vice President Human Resources
Mr. Coon’s employment agreement has an open term and was established effective July 1, 2019. It provides for fixed annual remuneration of US$268,000. Effective January 1, 2025, Mr. Coon transitioned from
full-time to part-time employment, with fixed remuneration halved to US$134,000. At risk STI is 40% of the base salary (actual awards may range from 0 to 200% contingent upon individual and Company performance compared with established
targets) and at risk LTI is 40% of the base salary. The split of LTI performance-based vs time based is 60% to 40%. The agreement can be terminated by Mr. Coon on three months’ notice and by the Company on six months’ notice.
Ms. Hashimoto, Chief Financial Officer
Ms. Hashimoto is engaged by the Company pursuant to a consulting agreement that commenced on November 6, 2025 and has a fixed term that ends on July 31, 2026. The consulting agreement provides for part-time
work invoiced at an hourly rate and participation in the STI plan. At risk STI is 50% of the total amount invoiced under the consulting agreement (actual awards may range from 0 to 200% contingent upon individual and Company performance
compared with established targets). The consulting agreement can be terminated by Ms. Hashimoto or the Company on 90 days’ notice.
Mr. Nagai, Vice President Commercial Sales & Marketing
Mr. Nagai’s employment agreement has an open term and was established effective July 1, 2019. It provides for fixed annual remuneration of US$284,000. Effective January 1, 2025, Mr. Nagai transitioned from
full-time to part-time employment, with fixed remuneration halved to US$142,000. At risk STI is 40% of the base salary (actual awards may range from 0 to 200% contingent upon individual and Company performance compared with established
targets) and at risk LTI is 40% of the base salary. The split of LTI performance-based vs time based is 60% to 40%. The agreement can be terminated by Mr. Nagai on three months’ notice and by the Company on six months’ notice.
Mr. Weaver, Senior Vice President of Engineering & Operations
Mr. Weaver’s employment agreement has an open term and was established effective July 1, 2019. It provides for fixed remuneration of US$333,000. At risk STI is 50% of the base salary (actual awards may range
from 0 to 200% contingent upon individual and Company performance compared with established targets) and at risk LTI is 85% of the base salary. The split of LTI performance-based vs time based is 60% to 40%. The agreement can be terminated
by Mr. Weaver on three months’ notice and by the Company on six months’ notice.
Mr. Yeftich, Corporate Development & External Affairs
Mr. Yeftich’s employment agreement has an open term and was established effective July 1, 2019. It provides for fixed remuneration of US$292,000. At risk STI is 40% of the base salary (actual awards may range
from 0 to 200% contingent upon individual and Company performance compared with established targets) and at risk LTI is 50% of the base salary. The split of LTI performance-based vs time based is 60% to 40%. The agreement can be terminated by
Mr. Yeftich on three months’ notice and by the Company on six months’ notice.
| C. |
Board Practices
|
Our board of directors consists of James Calaway (appointed Director in April 2017 and Chairman in June 2017), Bernard Rowe (appointed Managing Director in August 2007), Alan Davies (appointed Director in May
2017), Rose McKinney-James (appointed Director in February 2021), Margaret Walker (appointed Director in February 2021), and Timothy Woodall (appointed Director in May 2025).
In accordance with the ASX Listing Rules, a Director (other than the Managing Director) must not hold office, without re-election, past the third annual general meeting following the Director’s appointment or
three years, whichever is longer. In addition, under our Constitution, at every annual general meeting, one-third of the Directors (other than the Managing Director), are required to retire from office. Such Directors are entitled to submit
for re-election.
Service Contracts
Other than as disclosed under “Item 6. Directors, Senior Management and Employees—Compensation—Employment Agreements—Termination and Change of Control Benefits” we do not have any service contracts with
directors which provide for benefits upon termination of employment.
Board Committees
Audit and Risk Committee
The Company has an Audit and Risk Committee established in accordance with the Company’s constitution that operates under a charter approved by the board of directors. The Audit and Risk Committee’s roles
include overseeing corporate reporting, external audits, risk management and compliance, and related party transactions.
The current membership of the Audit and Risk Committee is:
| • |
Timothy Woodall (Chairman, independent, non-executive director);
|
| • |
Margaret R. Walker (independent, non-executive director); and
|
Alan Davies resigned from the Audit and Risk Committee effective February 25, 2026.
Nomination and Remuneration Committee
The Company has a Nomination and Remuneration Committee established in accordance with the Company’s constitution that operates under a charter approved by the board of directors. The Nomination and
Remuneration Committee’s nomination responsibilities include making recommendations regarding board size and director competencies; developing a board skills matrix; making recommendations regarding director selection, appointment and
re-election; providing information to security holders; assessing director and executive performance, time commitment and independence; overseeing succession planning; and making other recommendations regarding governance matters. The
Nomination and Remuneration Committee’s remuneration responsibilities include developing, reviewing and making recommendations to the board regarding directors’ fees, senior executive remuneration, bias, policies, incentive schemes,
equity-based programs, superannuation and retirement benefits, and other perquisites, as well as reviewing and administering incentive schemes and equity-based remuneration plans, including whether shareholder approval is required and
ensuring that payments and awards of equity are made in accordance with their terms.
The current membership of the Nomination and Remuneration Committee is:
| • |
Alan Davies (Chairman, independent, non-executive director);
|
| • |
Rose McKinney-James (independent, non-executive director); and
|
| • |
Timothy Woodall (independent, non-executive director).
|
Project Execution Committee
The current membership of the Project Execution Committee is:
| • |
Margaret R. Walker (Chairman, independent, non-executive director);
|
| • |
Alan Davies (independent, non-executive director); and
|
| • |
Bernard Rowe (managing director and CEO).
|
Environmental, Sustainability and Governance Committee
The current membership of the Environmental, Sustainability and Governance Committee is:
| • |
Rose McKinney-James (Chairman, independent, non-executive director);
|
| • |
James D. Calaway (executive director); and
|
| • |
Margaret R. Walker (independent, non-executive director).
|
| D. |
Employees
|
As of December 31, 2025, we had 21 employees and 9 employee contractors based in five different countries, as shown in the chart below.
|
United
States
|
Australia
|
Canada
|
Netherlands
|
Singapore
|
||||||||||||||||
|
Employees
|
18
|
1
|
1
|
0
|
1
|
|||||||||||||||
|
Employee Contractors
|
6
|
1
|
0
|
1
|
1
|
|||||||||||||||
The workforce is non-unionized.
| E. |
Share Ownership
|
The following table lists as of March 31, 2026, the number of our shares beneficially owned by each of our directors, our chief executive officer and other members of our senior management as a group.
Beneficial ownership is calculated based on 3,033,113,645 ordinary shares outstanding as of March 31, 2026. For any shareholder holding options or performance rights that are currently exercisable or exercisable within 60 days of March 31,
2026, beneficial ownership is calculated based on 3,033,113,645 ordinary shares outstanding as of March 31, 2026 plus any options or performance rights currently exercisable or exercisable within 60 days of March 31, 2026 held by such
shareholder.
|
Ordinary Shares
Beneficially Owned(1)
|
||||||||
|
Shareholder
|
Number
|
Percent
|
||||||
|
Officers and Directors
|
||||||||
|
James D. Calaway(2)
|
63,595,869
|
2.097
|
%
|
|||||
|
Bernard Rowe(3)
|
78,806,195
|
2.598
|
%
|
|||||
|
Alan Davies(4)
|
5,914,149
|
0.195
|
%
|
|||||
|
Rose McKinney-James
|
802,260
|
0.026
|
%
|
|||||
|
Margaret R. Walker
|
1,155,380
|
0.038
|
%
|
|||||
|
Timothy Woodall(5)
|
575,000
|
0.019
|
%
|
|||||
|
Ken Coon
|
3,812,269
|
0.126
|
%
|
|||||
|
April Hashimoto
|
0
|
0.000
|
%
|
|||||
|
Yoshio Nagai
|
5,847,261
|
0.193
|
%
|
|||||
|
Matt Weaver
|
9,405,692
|
0.310
|
%
|
|||||
|
Chad Yeftich
|
3,582,706
|
0.118
|
%
|
|||||
|
Officers and directors as a group (11 persons)
|
173,496,781
|
5.720
|
%
|
|||||
| (1) |
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared
voting or investment power of that security, including options and performance rights that are currently exercisable or exercisable within 60 days of March 31, 2026. As of March 31, 2026, the number of options and performance rights
beneficially owned by each of our directors, our chief executive officer and other members of our senior management, currently exercisable or exercisable within 60 days of March 31, 2026 is nil.
|
| (2) |
56,268,106 ordinary shares are held of record by Lithium Investors Americas LLC, an entity controlled by Mr. Calaway. 7,327,763 ordinary shares are held of record in the name of Mr.
Calaway.
|
| (3) |
36,690,902 ordinary shares and 400,000 American Depositary Receipts are held of record by Mopti Pty Limited, an entity controlled by Mr. Rowe. 5,826,182 ordinary shares are held of
record by Mopti Management Pty Limited, an entity controlled by Mr. Rowe. 20,289,111 ordinary shares are held of record in the name of Mr. Rowe.
|
| (4) |
2,616,649 ordinary shares are held of record by Diversa Trustees Limited as trustee for HUB24 Super Fund, an entity controlled by Mr. Davies. 3,297,500 ordinary shares are held of
record in the name of Mr. Davies.
|
| (5) |
575,000 ordinary shares are held of record by Timothy Roy Woodall Superfund, an entity controlled by Mr. Davies.
|
| F. |
Disclosure of a registrant’s action to recover erroneously awarded compensation
|
Not applicable.
| ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
| A. |
Major Shareholders
|
The following table and accompanying footnotes sets forth, as of March 31, 2026, information regarding beneficial ownership of our ordinary shares by each person known by us to be the beneficial owner of more
than 5% of our ordinary shares. In preparing the disclosure below, we have relied to the extent we believe appropriate on substantial shareholder notices provided to us by our substantial shareholders and released to ASX.
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power
of that security, including options and performance rights that are currently exercisable or exercisable within 60 days of March 31, 2026. Ordinary shares subject to options and performance rights currently exercisable or exercisable within
60 days of March 31, 2026 are deemed to be outstanding for computing the percentage ownership of the person holding these options and/or performance rights and the percentage ownership of any group of which the holder is a member, but are not
deemed outstanding for computing the percentage of any other person.
Our calculation of the percentage of beneficial ownership is based on 3,033,113,645 ordinary shares issued and outstanding as at March 31, 2026. A large number of our ordinary shares are held by nominee
companies so we cannot be certain of the identity of those beneficial owners.
Unless otherwise indicated, to our knowledge each shareholder possesses sole voting and investment power over the ordinary shares listed subject to community property laws, where applicable. None of our
shareholders has different voting rights from other shareholders.
|
Ordinary Shares
Beneficially Owned
|
||||||||
|
Shareholder
|
Number
|
Percent
|
||||||
|
Centaurus Capital LP(1)
|
428,342,433
|
14.1
|
%
|
|||||
|
Bank of New York Mellon Corporation(2)
|
206,307,040
|
6.8
|
%
|
|||||
| (1) |
John D. Arnold is the natural person with ultimate voting or investment control over Centaurus Capital LP and thus indirectly controls voting with regard to shares of ioneer owned by
Centaurus Capital LP. The address of Centaurus Capital LP is 1717 West Loop South, Suite 1800 Houston, TX 77027.
|
| (2) |
The Bank of New York Mellon, as depositary, registers and delivers American Depositary Shares, also referred to as ADSs. The depositary’s address at which the ADSs are administered and
its principal executive office are located at 240 Greenwich Street, New York, New York, 10286.
|
Record Holders
As of March 31, 2026, we had 3,033,113,645 ordinary shares outstanding. Based on information known to us, as of March 31, 2026, 905,995,740 (29.9%) of our ordinary shares were being held in the United States by
115 holders and 799,075,386 (26.3%) of our ordinary shares were being held in Australia by 329 holders. A large number of our ordinary shares are held by nominee companies so we cannot be certain of the identity of those beneficial owners.
We are not controlled by another corporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known to us which would result in a change in
control of us at a subsequent date.
| B. |
Related Party Transactions
|
Other than as disclosed below, since the start of FY2022, other than employment and “Compensation”, matters described under “Executive Compensation”, there have been no transactions or loans between us and:
| (a) |
enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with us;
|
| (b) |
associates, meaning unconsolidated enterprises in which we have a significant influence or which have significant influence over us;
|
| (c) |
individuals owning, directly or indirectly, an interest in the voting power of us that gives them significant influence over our us, and close members of any such individual’s family;
|
| (d) |
with the exception of the November 6, 2025 consulting agreement with the Chief Financial Officer, key management personnel, that is, those persons having authority and responsibility
for planning, directing and controlling the activities of ours, including directors and senior management of us and close members of such individuals’ families; and
|
| (e) |
enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) above or over which such a person is able to
exercise significant influence, including enterprises owned by directors or major shareholders of us and enterprises that have a member of key management in common with us.
|
| C. |
Interests of Experts and Counsel
|
Not Applicable.
| ITEM 8. |
FINANCIAL INFORMATION.
|
| A. |
Consolidated Statements and Other Financial Information.
|
See “Item 18. Financial Statements.”
Legal Proceedings
We are not a party to any material legal proceedings.
Dividends
We have not declared any dividends during TY2025, fiscal 2025, 2024 or 2023 and do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance
the development of our business. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our Board of Directors on the basis of our earnings, financial requirements and other relevant
factors, and subject to Australian law.
Any dividend we declare will be paid to the holders of ADSs, subject to the terms of the deposit agreement, to the same extent as holders of our ordinary shares, to the extent permitted by applicable law and
regulations, less the fees and expenses payable under the deposit agreement. Any dividend we declare will be distributed by the depositary bank to the holders of the ADSs, subject to the terms of the deposit agreement. See “Additional
Information—Constitutional Documents—Description of Share Capital—American Depositary Shares.”
| B. |
Significant Changes
|
No significant change, other than as otherwise described in this Transition Report on Form 20-F, has occurred in our operations since the date of our consolidated financial statements included in this
Transition Report on Form 20-F.
| ITEM 9. |
THE OFFER AND LISTING
|
| A. |
Offer and Listing Details
|
The principal trading market for our ordinary shares is the ASX in Australia. Our ordinary shares trade under the symbol “INR”.
On March 31, 2026, the closing price of our ordinary shares as traded on the ASX was A$0.125 per ordinary share. Our ADSs are listed on Nasdaq under the symbol “IONR”.
| B. |
Plan of Distribution
|
Not applicable.
| C. |
Markets
|
Our ordinary shares are publicly traded on the ASX under the symbol “INR”. Our ADSs are publicly traded on Nasdaq under the symbol “IONR”.
| D. |
Selling Shareholders
|
Not applicable.
| E. |
Dilution
|
Not applicable.
| F. |
Expenses of the Issue
|
Not applicable.
| ITEM 10. |
ADDITIONAL INFORMATION
|
| A. |
Share Capital
|
Not Applicable.
| B. |
Constitutional Documents
|
DESCRIPTION OF SHARE CAPITAL
The following description of our ordinary shares is only a summary. We encourage you to read our Constitution, which is incorporated by reference to Exhibit 1.1 to our registration statement on Form 20-F,
filed on June 3, 2022. All references to the “Company,” “we,” “us,” “our” and “ours” refer to ioneer Ltd. and its consolidated subsidiaries.
General
We are a public company limited by shares registered under the Corporations Act by the Australian Securities and Investments Commission (“ASIC”). Our corporate affairs
are principally governed by our Constitution, the Corporations Act and the ASX Listing Rules. Our ordinary shares trade on the ASX. Our ADSs, each representing 40 of our ordinary shares, are listed on Nasdaq under the symbol “IONR.” The Bank of New York Mellon, acting as depositary, registers and delivers the ADSs.
The Australian law applicable to our Constitution is not significantly different from U.S. laws applicable to a U.S. company’s charter documents except we do not have a limit on our authorized share capital, as
the concept of par value is not recognized under Australian law.
Subject to restrictions on the issue of securities in our Constitution, the Corporations Act and the ASX Listing Rules of the Australian Securities Exchange and any other applicable law, we may at any time
issue shares and grant options or warrants on any terms, with the rights and restrictions and for the consideration that our Board of Directors determine.
The rights and restrictions attaching to ordinary shares are derived through a combination of our Constitution, the common law applicable to Australia, the ASX Listing Rules, the Corporations Act and other
applicable law. A general summary of some of the rights and restrictions attaching to our ordinary shares are summarized below. Each ordinary shareholder is entitled to receive notice of, and to be present, vote and speak at, general
meetings.
Constitution
Our constituent document is a Constitution. The Constitution is subject to the terms of the ASX Listing Rules and the Australian Corporations Act. The Constitution may be amended or repealed and replaced by
special resolution of shareholders, which is a resolution of which notice has been given and that has been passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution. Where there is an inconsistency between
the provisions of the Constitution and the ASX Listing Rules, the provisions of the ASX Listing Rules will prevail over any inconsistent provisions of the Constitution.
Purposes and Objects
As a public company, we have all the rights, powers and privileges of a natural person. Our Constitution does not provide for or prescribe any specific objects or purposes.
The Powers of the Directors and Management of the Company
The business is managed by the directors who may exercise all the powers of the Company that are not required to be exercised by shareholders in a general meeting. The exercise of these powers is subject to
the provisions of this Constitution, the ASX Listing Rules and the Australian Corporations Act (to the extent applicable).
Members Approval to Significant Changes
We must not make a significant change (either directly or indirectly) to the nature and scale of our activities except after having disclosed full details to the ASX in accordance with the requirements of the
ASX Listing Rules (and if required by the ASX, subject to us obtaining the approval of shareholders in a general meeting). We must not sell or otherwise dispose of the main undertaking of our company without the approval of shareholders in a
general meeting. We need not comply with the above obligations if the ASX grants us an applicable waiver to be relieved of our obligations.
Rights Attached to Our Ordinary Shares
All of our issued shares are ordinary shares and as such the rights pertaining to these ordinary shares are the same. As at the date of this Transition Report on Form 20-F, there are no ordinary shares that
have superior or inferior rights.
The concept of authorized share capital no longer exists in Australia and as a result, our authorized share capital is unlimited. All our ordinary shares on issue are validly issued, fully paid and rank pari
passu (equally). The rights attached to our ordinary shares are as follows:
| • |
Dividend Rights. Under our Constitution, subject to the rights of persons (if any) entitled to shares with special rights to dividends, the
directors may declare an interim or final dividend be paid to the members in accordance with the Australian Corporations Act and may authorize the payment or crediting by us to the members of such a dividend. No dividend carries
interest as against us. Under the Australian Corporations Act, we must not pay a dividend unless: (a) our assets exceed our liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the
dividend; (b) the payment of the dividend is fair and reasonable to our shareholders as a whole; and (c) the payment of the dividend does not materially prejudice our ability to pay our creditors. Unless the resolution for the
payment of the dividend otherwise directs, all dividends are to be apportioned and paid proportionately to the amounts paid, or credited as paid on the relevant shares.
|
| • |
Voting Rights. Holders of ordinary shares have one vote per person on a show of hands, or one vote for each fully paid ordinary share held (or
for a partly paid share, a fraction of a vote equal to the proportion which the amount paid up bears to the total issue price of the share) on all matters submitted to a vote of shareholders conducted by way of a poll.
|
The quorum required for a general meeting of shareholders consists of at least five shareholders or shareholders representing at least 10% of our voting shares present in person, or by proxy, attorney or
representative appointed pursuant to our Constitution. A meeting at which there is a lack of a quorum after 30 minutes (excluding a meeting convened on the requisition of shareholders) will be adjourned to the date, time and place as the
Directors may by notice to shareholders appoint, or failing any appointment, to the same day in the following week at the same time and place. The meeting is dissolved if a quorum is not present within 30 minutes from the time appointed for
the reconvened meeting.
Under the Australian Corporations Act, an ordinary resolution requires approval by the shareholders by a simple majority of the votes cast (namely, a resolution passed by more than 50% of the votes cast by
shareholders entitled to vote on the resolution). Under our Constitution and the Australian Corporations Act, a special resolution (such as in relation to amending our Constitution, approving any variation of rights attached to any class of
shares or our voluntary winding-up), requires approval of a special majority (namely a resolution that has been passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution).
Rights in the Event of Liquidation. Under our Constitution, in the event of our liquidation, after satisfaction of liabilities to creditors and
other statutory obligations prescribed by the laws of Australia, and the passing of a special resolution giving effect to the following, the liquidator may distribute our assets to the holders of ordinary shares in proportion to the shares
held by them respectively. This right may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights, such as the right in winding up to payment in cash of the amount
then paid up on the share, and any arrears of dividend in respect of that share, in priority to any other class of shares.
Changing Rights Attached to Shares
Under the Australian Corporations Act and our Constitution, the rights attached to any class of shares, unless otherwise provided by the terms of the class, may be varied with either the written consent of the
holders of not less than 75% of the issued shares of that class or the sanction of a special resolution passed at a separate general meeting of the shares of that class.
Annual and Extraordinary Meetings
Under the Australian Corporations Act, our directors must convene an annual meeting of shareholders at least once every calendar year and within five months after the end of our last financial year. Notice of
at least 28 days prior to the date of the meeting is required. A general meeting may be convened by any director, or one or more shareholders holding in the aggregate at least 5% of the votes that may be cast at a general meeting of
shareholders. A general meeting must be called by the directors if requested by one or more shareholders holding in aggregate at least 5% of the votes that may be cast at a general meeting of shareholders. The directors must call the
meeting not more than 21 days after the request is made. The meeting must be held not later than two months after the request is given.
Limitations on the Rights to Own Securities in Our Company
Subject to certain limitations on the percentage of shares a person may hold in our Company, imposed by the takeover provisions in the Australian Corporations Act which prohibit a person from acquiring voting
shares or interests above the 20% level unless the person uses one of several permitted transactions types, neither our Constitution nor the laws of the Commonwealth of Australia (excluding the Foreign Acquisitions and Takeovers Act 1975 (as
amended from time to time) and related regulations) restrict in any way the ownership of shares in our Company.
Changes in Our Capital
Pursuant to the ASX Listing Rules, we may in our discretion issue securities without the approval of shareholders, if such issue of securities, when aggregated with securities issued by us during the previous
12 month period, would be an amount that would not exceed 15% of our issued capital at the commencement of the 12 month period. The Company may seek shareholder approval by special resolution at its annual general meeting to increase its
capacity to issue equity securities by an additional 10% for the proceeding 12 month period. Issues of securities in excess of this limit or the issue of securities to our related parties, certain substantial shareholders and their
respective associates require approval of shareholders (unless otherwise permitted under the ASX Listing Rules or unless we have obtained a waiver from the ASX in relation to the 15% limit).
The Foreign Acquisitions and Takeovers Act 1975
Overview
Australia’s foreign investment regime is set out in the Foreign Acquisitions and Takeovers Act 1975 (Cth) (“FATA”) and
Australia’s Foreign Investment Policy, or the Policy. The Australian Treasurer administers the FATA and the Policy with the advice and assistance of the Foreign Investment Review Board, or FIRB.
In the circumstances set out below in the section entitled ‘Mandatory notification requirements’, foreign persons are required to notify and receive a prior statement of no objection, or FIRB Clearance, from
the Australian Treasurer. In the circumstances set out below in the section entitled ‘Other situations where FIRB clearance might be sought’, it is generally recommended that foreign persons obtain FIRB Clearance.
The Australian Treasurer has powers under the FATA to make adverse orders, including prohibition of a proposal, ordering disposal of an interest acquired or imposing conditions on a proposed transaction, in
respect of a relevant acquisition if he or she considers it to be contrary to Australia’s national interest. The issue of a FIRB Clearance removes the risk of the exercise of the Australian Treasurer’s powers.
The obligation to notify and obtain FIRB Clearance is upon the acquirer of the interest, and not the Company. The failure to obtain FIRB Clearance may be an offence under Australian law.
Investor’s Responsibility
It is the responsibility of any persons who wish to acquire shares of the Company to satisfy themselves as to their compliance with the FATA, regulations made under the FATA, the Policy, guidelines issued by
the FIRB and with any other necessary approval and registration requirement or formality, before acquiring an interest in the Company.
Mandatory Notification Requirements
Broadly, FIRB Clearance is required for the following transactions involving the acquisition of shares by foreign persons in an Australian corporation:
| • |
the acquisition of a substantial interest if the Australian corporation is valued in excess of the applicable monetary threshold (see below);
|
| • |
any direct investment by a foreign government investor; and
|
| • |
the acquisition of shares in an Australian land corporation where applicable monetary thresholds are met.
|
As at September 30, 2025, the prescribed threshold applicable to the majority of non-land investments is A$330 million though a higher threshold of A$1.427 billion applies for private foreign investors from the
United States, New Zealand, China, Japan, South Korea, Singapore, Hong Kong, Peru, Chile, United Kingdom, Canada, Mexico, Malaysia and Vietnam unless the transaction involves certain prescribed sensitive sectors.
Application of these Requirements to the Company
An investor in the Company would currently be subject to the mandatory notification regime if they are a foreign government investor making a direct investment in the Company. Further, given the market
capitalization of the Company at December 31, 2025 was in excess of relevant thresholds a private foreign person (from a non-partner jurisdiction) that acquires a substantial interest in the Company’s shares would also be subject to mandatory
notification regime. Applications for FIRB Clearance may be made by prospective investors in accordance with the information on FIRB’s website.
Other Situations Where FIRB Clearance Might be Sought
In addition to those circumstances where it is mandatory under the FATA for a foreign person to notify FIRB and seek FIRB Clearance for a particular transaction (see above), there are other instances where,
despite there being no mandatory notification obligation, the Australian Treasurer may make adverse orders under the FATA if he or she considers a particular transaction to be ‘contrary to the national interest’.
For example, FIRB has stated in its guidance as at July 1, 2023 that foreign persons proposing to invest in a business or entity involved in the extraction, processing or sale of lithium are encouraged to seek
FIRB Clearance on a voluntary basis.
In this circumstance, clearance may be sought on a voluntary basis. This would then preclude the Australian Treasurer from exercising his powers to make adverse orders in respect of the proposed transaction.
The Company as a Foreign Person
If foreign persons have an aggregate substantial interest in the Company (disregarding certain small holdings), the Company would be considered to be a foreign person under the FATA. In such event, we would be
required to obtain FIRB Clearance for our own transactions involving the acquisitions of interests in Australian land and certain types of acquisitions of interests in Australian corporations. FIRB Clearance for such acquisitions may or may
not be given or may be given subject to conditions. If FIRB Clearance is required and not given in relation to a proposed investment, we may not be able to proceed with that investment. There can be no assurance that we will be able to
obtain any required FIRB Clearances in the future.
Defined Terms Used in this Section
Foreign Persons
Under Australia’s foreign investment regime, it is the responsibility of any person (including, without limitation, nominees and trustees) who is:
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a natural person not ordinarily resident in Australia;
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a corporation in which a natural person not ordinarily resident in Australia, or a corporation incorporated outside of Australia, or a foreign government investor, holds a substantial
interest (being a direct or indirect, actual or potential, voting power of 20.0% or more);
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a corporation in which two or more persons, each of whom is either a non-Australian resident, a non-Australian corporation or a foreign government investor, hold an aggregate
substantial interest (being a direct or indirect, actual or potential, voting power in aggregate of 40.0% or more);
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a trustee of a trust or the general partner of a limited partnership in which a non-Australian resident, non-Australian corporation, or a foreign government investor, holds a
substantial interest;
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a trustee of a trust or the general partner of a limited partnership in which two or more persons, each of whom is either a non-Australian resident, a non-Australian corporation or a
foreign government investor, hold an aggregate substantial interest; or
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a foreign government investor,
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to ascertain if they may be required to notify the Australian Treasurer of their investment.
Associates
Under the FATA, an associate of a person is broadly defined to include:
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relatives (including spouse or de facto partner) of the person;
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any person with whom the person is acting, or proposes to act, in concert in relation to an action;
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any business partner of the person;
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any entity of which the person is a senior officer;
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any holding entity of the person or any senior officer of the person (where the person is a corporation);
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any entity whose senior officers are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person or,
where the person is an entity, of the senior officers of the person;
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any entity in accordance with the directions, instructions or wishes of which, or of the senior officers of which, the person is accustomed or under an obligation, whether formal or
informal, to act;
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any corporation in which the person holds a substantial interest;
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where the person is a corporation—a person who holds a substantial interest in the corporation;
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the trustee of a trust in which the person holds a substantial interest;
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where the person is the trustee of a trust —a person who holds a substantial interest in the trust estate; and
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where the person is a foreign government, a separate government entity or a foreign government investor in relation to a country other than Australia (or a part of that country):
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any other person that is a foreign government in relation to that country (or any part of that country); or
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any other person that is a separate government entity in relation to that country (or any part of that country); or
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any other foreign government investor in relation to that country (or any part of that country),
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(subject to certain exceptions).
Australian Land Corporation
An Australian land corporation, or ALC, is a corporation where the value of its total assets comprising interests in Australian land exceeds 50% of the value of its total gross assets. An ALC is not
necessarily a company registered in Australia. It may be registered anywhere. It is the composition of the assets of the corporation that will make it an ALC for the purposes of the Australian foreign investment regime.
Substantial Interest
A substantial interest in an entity is an interest in at least 20% or more of the actual or potential voting power or issued shares in that entity held by a foreign person alone or together with one or more
associates.
An aggregate substantial interest in an entity is an aggregate interest in at least 40% or more of the actual or potential voting power or issued shares in that entity held by two or more multiple foreign
persons together with any one or more associates of any of them.
Direct Interest
Any investment (by a foreign person and its associates) of an interest of 10% or more is considered to be a direct investment. Investments that involve interests below 10% may also be considered direct
interests if the acquiring foreign person is building a strategic stake in the target, or can use that investment to influence or control the target. In particular, it includes investments of less than 10% which include any of the following:
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is in a position to influence or participate in the central management and control of the entity or business (e.g. preferential, special or veto voting rights or the ability to appoint
directors or asset managers);
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where the acquiring person has entered a legal arrangement relating to the businesses of that foreign person and the entity or business (e.g. contractual agreements including, but not
restricted to, agreements for loans, provision of services and off take agreements); or
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is in a position to influence, participate in or determine the policy of the entity or business (e.g. building or maintaining a strategic or long-term relationship with a target
entity).
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Foreign Government Investor
A Foreign Government Investor is:
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a foreign government or separate government entity;
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an entity in which a foreign government or separate government entity has a substantial interest of 20% or more; or
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an entity in which foreign governments or separate government entities of more than one foreign country have an aggregate substantial interest of 40% or more (subject to certain
exceptions).
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Our Constitution does not contain any additional limitations on a nonresident’s right to hold or vote our securities.
Australian law requires the transfer of shares in our Company to be made in writing pursuant to an instrument of transfer (as prescribed under the Australian Corporations Act) if the Company’s shares are not
quoted on the ASX or another prescribed financial market in Australia. Under current stamp duty legislation no Australian stamp duty will be payable in Australia on the issue or trading of shares in the Company as the Company is not a “landholder” in any Australian State or Territory, and it is expected that all of the Company’s issued shares will remain quoted on the ASX at all times and no shareholder will acquire or commence to hold
(on an associate inclusive basis) 90% or more of the Company’s total issued shares.
American Depositary Shares
The Bank of New York Mellon, as depositary, registers and delivers American Depositary Shares, also referred to as ADSs. Each ADS represents 40 shares (or a right to receive 40 shares) deposited with HSBC Bank
Australia Limited, as custodian for the depositary in Australia. Each ADS also represents any other securities, cash or other property that may be held by the depositary. The deposited shares together with any other securities, cash or
other property held by the depositary are referred to as the deposited securities. The depositary’s office at which the ADSs are administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.
You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by
having uncertificated ADSs registered in your name, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also
called DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or
other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.
Registered holders of uncertificated ADSs receive statements from the depositary confirming their holdings.
As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Australian law governs shareholder rights. The depositary will be the holder of the shares
underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as
well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.
The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR.
Dividends and Other Distributions
How will you receive dividends and other distributions on the shares?
The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its
fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.
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Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if
it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to
distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign
currency and it will not be liable for any interest.
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Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. The depositary will distribute only whole U.S. dollars and cents and will round fractional
cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the distribution.
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Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free
distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does
with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to
pay its fees and expenses in connection with that distribution.
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Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares
or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after
deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for
them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the
securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the
depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to
restrictions on transfer.
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Other Distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any
means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with
cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless
it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that
distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
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The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other
securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not
receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as
stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.
How can ADS holders withdraw the deposited securities?
You may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the
depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will
deliver the deposited securities at its office, if feasible. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited share or other security. The depositary
may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.
How do ADS holders interchange between certificated ADSs and uncertificated ADSs?
You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the
ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the
depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.
Voting Rights
How do you vote?
ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the
depositary will notify you of a shareholders’ meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For
instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of Australia and the provisions of our constitution or similar documents, to vote or
to have its agents vote the shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary
may try to vote as you instruct, but it is not required to do so.
Except by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However, you may
not know about the meeting enough in advance to withdraw the shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.
We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the shares represented by your ADSs. In addition, the depositary and its agents
are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise voting rights and there may be nothing
you can do if the shares represented by your ADSs are not voted as you requested.
In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to Deposited Securities, if we request the Depositary to act, we agree to give the
depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 days in advance of the meeting date.
Payment of Taxes
You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of
your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed
and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property,
remaining after it has paid the taxes.
Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities
The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an ADS holder surrendering ADSs and subject to any conditions or procedures the
depositary may establish.
If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of
ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.
If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of
deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement.
However, if the depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the
replacement securities and distribute the net proceeds upon surrender of the ADSs.
If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or
ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may
call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental
charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the
depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and
the deposit agreement as amended.
How may the deposit agreement be terminated?
The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if:
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60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
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we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading
of ADSs on the U.S. over-the-counter market;
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we delist our shares from an exchange on which they were listed and do not list the shares on another exchange;
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the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933;
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we appear to be insolvent or enter insolvency proceedings;
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all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
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there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
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there has been a replacement of deposited securities.
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If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited
securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata
benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.
After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender
for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind that have not settled if it would interfere with the selling process. The depositary may refuse to accept a surrender for the
purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required
to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement
except as described in this paragraph.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs
The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:
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are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any
fiduciary duty to holders of ADSs;
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are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from
performing our or its obligations under the deposit agreement;
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are not liable if we or it exercises discretion permitted under the deposit agreement;
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are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the
deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;
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have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;
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are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
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the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as
a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other
tax benefit.
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In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
Requirements for Depositary Actions
Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:
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payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited
securities;
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satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
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compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
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The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to
do so.
Your Right to Receive the Shares Underlying your ADSs
ADS holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:
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when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at
a shareholders’ meeting; or (iii) we are paying a dividend on our ordinary shares;
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when you owe money to pay fees, taxes and similar charges; or
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when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited
securities.
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This right of withdrawal may not be limited by any other provision of the deposit agreement.
Direct Registration System
In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will
apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of
DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of
that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.
In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC
participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any
requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance
with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.
Shareholder Communications; Inspection of Register of Holders of ADSs
The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited
securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of
contacting those holders about a matter unrelated to our business or the ADSs.
Jury Trial Waiver
The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our
shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. The waiver of jury trial provision applies to all holders of ADSs, including purchasers who acquire ADSs on the open market. If we or
the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law.
Although the deposit agreement provides a waiver of jury trial, we have been advised that no condition, stipulation or provision of the deposit agreement or ADSs can serve as a waiver by any owner or holder
of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder. Accordingly, we expect to be subject to a jury trial in actions based
on such laws, rules and regulations.
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Material Contracts
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There are no other contracts, other than those disclosed in this Form 20-F and those entered into in the ordinary course of our business, that are material to us and which were entered into in TY2025 or the
previous two completed fiscal years or which were entered into before the two most recently completed fiscal years but are still in effect as of the date of this Form 20-F.
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Exchange Controls
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Australia has largely abolished exchange controls on investment transactions. The Australian dollar is freely convertible into U.S. dollars or other currencies. In addition, there are currently no specific
rules or limitations regarding the export from Australia of profits, dividends, capital or similar funds belonging to foreign investors, except that certain payments to non-residents must be reported to the Australian Cash Transaction
Reports Agency, which monitors such transaction, and amounts on account of potential Australian tax liabilities may be required to be withheld unless a relevant taxation treaty can be shown to apply and under such there are either
exemptions or limitations on the level of tax to be withheld.
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Taxation
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The following is a summary of material U.S. federal and Australian income tax considerations to U.S. Holders, as defined below, of the ownership and disposition of their absolute
beneficial ownership of ADSs and ordinary shares. This discussion is based on the laws as of the date of this transition report, and is subject to changes in the relevant income tax law, including changes that could have retroactive
effect. The following summary does not take into account or discuss the tax laws of any country or other taxing jurisdiction other than the United States and Australia. Holders are advised to consult their tax advisors concerning the
overall tax consequences of the ownership and disposition of ADSs and ordinary shares in their particular circumstances. This discussion is not intended, and should not be construed, as legal or professional tax advice.
This summary does not address the 3.8% U.S. federal Medicare Tax on net investment income, the effects of U.S. federal estate and gift tax laws, the alternative minimum tax, or any state
and local tax considerations within the United States, and is not a comprehensive description of all U.S. federal or Australian income tax considerations that may be relevant to a decision to own or dispose of ADSs or ordinary shares.
Furthermore, this summary does not address U.S. federal or Australian income tax considerations relevant to holders subject to taxing jurisdictions other than, or in addition to, the United States and Australia, and does not address all
possible categories of holders, some of which may be subject to special tax rules.
Material U.S. Federal Income Tax Considerations
The following summary, subject to the limitations set forth below, describes the material U.S. federal income tax consequences to a U.S. Holder (as defined below) of the ownership and disposition of the ADSs
and ordinary shares as of the date hereof. This summary is limited to U.S. Holders that hold the ADSs or ordinary shares as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended, or the Code.
This section does not discuss the tax consequences to any particular holder, nor any tax considerations that may apply to U.S. Holders subject to special tax rules, such as:
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insurance companies;
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banks or other financial institutions;
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individual retirement and other tax-deferred accounts;
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regulated investment companies;
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real estate investment trusts;
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individuals who are former U.S. citizens or former long-term U.S. residents;
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brokers, dealers or traders in securities, commodities or currencies;
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traders that elect to use a mark-to-market method of accounting;
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persons holding the ADSs or ordinary shares through a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) or S corporation;
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persons that received ADSs or ordinary shares as compensation for the performance of services;
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grantor trusts;
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tax-exempt entities;
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persons that hold ADSs or ordinary shares as a position in a straddle or as part of a hedging, constructive sale, conversion or other integrated transaction for U.S. federal income
tax purposes;
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persons that have a functional currency other than the U.S. dollar;
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persons that own (directly, indirectly or constructively) 10% or more of our equity (by vote or value); or
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persons that are not U.S. Holders.
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In this section, a “U.S. Holder” means a beneficial owner of ADSs or ordinary shares that is, for U.S. federal income tax purposes:
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an individual who is a citizen or resident of the United States;
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a corporation created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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a trust (i) the administration of which is subject to the primary supervision of a court in the United States and for which one or more U.S. persons have the authority to control all
substantial decisions or (ii) that has an election in effect under applicable income tax regulations to be treated as a U.S. person for U.S. federal income tax purposes.
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In addition, we have not received nor do we expect to seek a ruling from the U.S. Internal Revenue Service, or the IRS, regarding any matter discussed herein. No assurance can be given that the IRS would not
assert, or that a court would not sustain, a position contrary to any of those set forth below. Each U.S. Holder should consult its tax advisors with respect to the U.S. federal, state and local and non-U.S. tax consequences of owning and
disposing of the ADSs and ordinary shares.
If an entity or arrangement treated as a partnership for U.S. federal income tax purposes acquires, owns or disposes of ADSs or ordinary shares, the U.S. federal income tax treatment of a partner in such
partnership generally will depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor as to the U.S. federal income tax consequences of owning and disposing of
the ADSs or ordinary shares.
The discussion below is based upon the provisions of the Code, and the U.S. Treasury regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be replaced, revoked
or modified, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those discussed below. In addition, this summary is based, in part, upon representations made by the depositary to us and
assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.
You are urged to consult your tax advisor with respect to the U.S. federal, as well as state, local and non-U.S., tax consequences to you of owning and disposing of ADSs
or ordinary shares in light of your particular circumstances, including the possible effects of changes in U.S. federal and other tax laws.
ADSs
If you hold ADSs, you generally will be treated for U.S. federal income tax purposes as the owner of the underlying ordinary shares that are represented by such ADSs. Accordingly, no gain or loss will be
recognized for U.S. federal income tax purposes if you exchange ADSs for the underlying shares represented by those ADSs.
Certain Tax Consequences If We Are a PFIC
The rules governing PFICs can result in adverse tax consequences to U.S. Holders. We generally will be a PFIC for any taxable year if (i) at least 75% of our gross income for the taxable year consists of
certain types of passive income or (ii) at least 50% of our gross assets during the taxable year, based on a quarterly average and generally determined by value, produce or are held for the production of passive income. Passive income for
this purpose generally includes, among other things, dividends, interest, rents, royalties, gains from commodities and securities transactions and gains from the disposition of assets that produce or are held for the production of passive
income. In determining whether a non-U.S. corporation is a PFIC, a pro-rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account. Under
this rule, we should be deemed to own the assets and to receive the income of our wholly-owned subsidiaries for purposes of the PFIC determination. If we are classified as a PFIC in any taxable year with respect to which you own ADSs or
ordinary shares, we generally will continue to be treated as a PFIC with respect to you in all succeeding taxable years, regardless of whether we continue to meet the tests described above, unless we cease to be a PFIC and you make the “deemed sale election” described below.
Because we did not have active business income in the taxable year ended June 30, 2025 or in TY2025, we believe we were a PFIC in tax year 2025, and, because we do not expect to begin active business
operations in the current taxable year, we expect to be a PFIC in the current taxable year. The determination of our PFIC status for any taxable year, however, will not be determinable until after the end of the taxable year, and will
depend on, among other things, the composition of our income and assets (which could change significantly during the course of a taxable year) and the market value of our assets for such taxable year, which may be, in part, based on the
market price of the ADSs or ordinary shares (which may be especially volatile). The PFIC determination will depend, in part, on whether we are able to generate gross income from mining operations. If we are able to generate sufficient
income from such operations more quickly than is currently anticipated, we may not be a PFIC for the current taxable year. Our ability to generate such income, however, depends on a number of factors, which cannot be predicted with any
certainty. Moreover, the PFIC rules are complex and in some cases their application can be uncertain. In light of the foregoing, and because we must make a separate determination after the close of each taxable year as to whether we were a
PFIC for that year, our PFIC status is subject to substantial uncertainty. Accordingly, we cannot assure you that we will not be a PFIC for our current or any future taxable year. You should consult your tax advisor regarding our PFIC
status.
U.S. Federal Income Tax Treatment of a Shareholder of a PFIC
If we are a PFIC for any taxable year during which you hold ADSs or ordinary shares, absent certain elections (including the mark-to-market election or qualified electing fund election described below), you
generally will be subject to adverse rules (regardless of whether we continue to be classified as a PFIC) with respect to (1) any “excess distribution” (generally, any distributions you receive on the
ADSs or ordinary shares in a taxable year that are greater than 125% of the average annual distributions you receive in the three preceding taxable years or, if shorter, your holding period) and (2) any gain recognized from a sale,
exchange, or other disposition of such ADSs or ordinary shares. Under these special tax rules:
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the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares;
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the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we were classified as a PFIC in your holding period will be treated as
ordinary income arising in the current taxable year (and would not be subject to the interest charge discussed below); and
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the amount allocated to each other taxable year during your holding period in which we were classified as a PFIC (i) will be subject to income tax at the highest rate in effect for
that year and applicable to you and (ii) will be subject to an interest charge generally applicable to underpayments of tax with respect to the resulting tax attributable to each such year.
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In addition, if you are a non-corporate U.S. Holder, you will not be eligible for reduced rates of taxation on any dividends that we pay if we are a PFIC for either the taxable year in which the dividend is
paid or the preceding year.
If we are a PFIC for any taxable year during which you hold ADSs or ordinary shares, the tax liability for amounts allocated to years prior to the year of disposition or excess distribution cannot be offset
by any net operating losses, and gains (but not losses) recognized on the transfer of the ADSs or ordinary shares cannot be treated as capital gains, even if the ADSs or ordinary shares are held as capital assets. Furthermore, unless
otherwise provided by the U.S. Treasury Department, if we are a PFIC for any taxable year during which you hold ADSs or ordinary shares, you will be required to file an annual report (currently Form 8621) describing your interest in us,
making an election on how to report PFIC income, and providing other information about your share of our income.
If we are a PFIC for any taxable year during which any of our non-U.S. subsidiaries is also a PFIC, during such year you would be treated as owning a proportionate amount (by value) of the shares of the
lower-tier PFIC for purposes of the application of these rules to such subsidiary. You should consult your tax advisor regarding the tax consequences if the PFIC rules apply to any of our subsidiaries.
If we are classified as a PFIC and then cease to be so classified, a U.S. Holder may make an election (a “deemed sale election”) to be treated for U.S. federal income
tax purposes as having sold such U.S. Holder’s ADSs or ordinary shares on the last day of our taxable year during which we were a PFIC. A U.S. Holder that makes a deemed sale election would then cease to be treated as owning stock in a
PFIC. However, gain recognized as a result of making the deemed sale election would be subject to the adverse rules described above, and loss would not be recognized.
PFIC “Mark-to-market” Election
In certain circumstances, a holder of “marketable stock” of a PFIC can avoid certain of the adverse rules described above by making a mark-to-market election with
respect to such stock. For purposes of these rules, “marketable stock” is stock which is “regularly traded” (traded in greater than de minimis quantities on at
least 15 days during each calendar quarter) on a “qualified exchange” or other market within the meaning of applicable U.S. Treasury Regulations. A “qualified
exchange” includes a national securities exchange that is registered with the SEC. A non-U.S. securities exchange is a “qualified exchange” if (1) it is regulated or supervised by a governmental authority of the country in which
the market is located, (2) it satisfies certain trading volume, listing, financial disclosure, surveillance, and other requirements, (3) the laws of the country ensure such requirements described in (2) are met, and (4) the rules of the
exchange effectively promote active trading of listed stocks.
If you make a mark-to-market election, you generally must include in gross income, as ordinary income, for each taxable year that we are a PFIC an amount equal to the excess, if any, of the fair market value
of the ADSs or ordinary shares that are “marketable stock” at the close of the taxable year over your adjusted tax basis in such ADSs or ordinary shares. If you make such election, you may also claim
a deduction as an ordinary loss in each such year for the excess, if any, of your adjusted tax basis in such ADSs or ordinary shares over their fair market value at the end of the year, but only to the extent of the net amount previously
included in income as a result of the mark-to-market election. The adjusted tax basis of the ADSs or ordinary shares with respect to which the mark-to-market election applies would be adjusted to reflect amounts included in gross income or
allowed as a deduction because of such election. If you make an effective mark-to-market election, any gain you recognize upon the sale, exchange or other disposition of the ADSs or ordinary shares in a year that we are a PFIC will be
treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.
Under current law, the mark-to-market election may be available to U.S. Holders of ADSs if the ADSs remain listed on Nasdaq, which constitutes a qualified exchange, although there can be no assurance that the
ADSs will be “regularly traded” for purposes of the mark-to-market election. It should also be noted that it is intended that only the ADSs and not the ordinary shares will be listed on Nasdaq.
While we would expect the ASX, on which the ordinary shares are listed, to be considered a qualified exchange, no assurance can be given as to whether the ASX is a qualified exchange, or that the ordinary shares would be traded in
sufficient frequency to be considered regularly traded for these purposes. Additionally, because a mark-to-market election cannot be made for equity interests in any lower-tier PFIC that we may own, if we are a PFIC and you make a
mark-to-mark election with respect to us, you may continue to be subject to the PFIC rules with respect to any indirect investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
If you make a mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs or ordinary shares are no longer regularly
traded on a qualified exchange or the IRS consents to the revocation of the election. You are urged to consult your tax advisors about the availability of the mark-to-market election, and whether making the election would be advisable in
your particular circumstances.
PFIC “QEF” election
Alternatively, in certain cases, a U.S. Holder can avoid the interest charge and the other adverse PFIC tax consequences described above by obtaining certain information from the PFIC and electing to treat
the PFIC as a “qualified electing fund” under Section 1295 of the Code. However, we do not anticipate that this option will be available to you because we do not intend to provide the information
regarding our income that would be necessary to permit you to make this election.
PFIC Reporting Requirements
If we are a PFIC, each U.S. Holder generally would be required to file an annual information return on IRS Form 8621 containing such information as the U.S. Treasury Department may require. The failure to
file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to U.S. federal income tax.
The U.S. federal income tax rules relating to PFICs, mark-to-market elections, and QEF elections are very complex and are affected by various factors in addition to those described above.
You are urged to contact your tax advisor with respect to the impact of PFIC status on the ownership and disposition of our ADSs or ordinary shares, the consequences to you of an investment in a PFIC, any elections available with respect to
our ADSs and ordinary shares, and the IRS information reporting obligations with respect to the ownership and disposition of the common shares of a PFIC.
Certain Tax Consequences If We Are Not a PFIC
Distributions
If you are a U.S. Holder of the ADSs or ordinary shares in a taxable year in which we are a PFIC (and any subsequent taxable years), then this section generally will not apply to you. Instead, see “—Certain Tax Consequences If We Are A PFIC.”
We do not currently anticipate paying any distributions on the ADSs or ordinary shares in the foreseeable future. However, to the extent there are any distributions made with respect to the ADSs or ordinary
shares in the foreseeable future, and subject to the PFIC rules discussed above, the gross amount of any such distributions (without deduction for any withholding tax) made out of our current or accumulated earnings and profits (as
determined for U.S. federal income tax purposes) generally will be taxable to you as ordinary dividend income on the date such distribution is actually or constructively received. Distributions in excess of our current and accumulated
earnings and profits, as so determined, will be treated first as a tax-free return of capital to the extent of your adjusted tax basis in the ADSs or ordinary shares, as applicable, and thereafter, as capital gain. Notwithstanding the
foregoing, we do not intend to maintain calculations of earnings and profits, as determined for U.S. federal income tax purposes. Consequently, you should expect to treat any distributions paid with respect to the ADSs or ordinary shares
as dividend income. See “—Backup Withholding Tax and Information Reporting Requirements” below. If you are a corporate U.S. Holder, dividends paid to you generally will not be eligible for the
dividends-received deduction generally allowed under the Code.
If you are a non-corporate U.S. Holder, dividends paid to you by a “qualified foreign corporation” may be subject to taxation at a maximum rate of 20% if the dividends
are “qualified dividends.” Dividends will be treated as qualified dividends if (a) certain holding period requirements are satisfied, (b) we are eligible for benefits under the Convention between the
Government of the United States of America and the Government of Australia for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, as amended (the “Treaty”)
or the ADSs or ordinary shares are readily tradable on an established U.S. securities market, and (c) we were not, in the taxable year prior to the year in which the dividend was paid, and are not, in the taxable year in which the dividend
is paid, a PFIC.
The Treaty has been approved for purposes of the qualified dividend rules. IRS guidance indicates that the ADSs (which are listed on Nasdaq) are readily tradeable for purposes of satisfying the conditions
required for these reduced tax rates, but there can be no assurance that the ADSs will be considered readily tradeable on an established securities market in subsequent years. We do not expect that our ordinary shares will be listed on an
established securities market in the United States.
As discussed above, we believe we were a PFIC in our taxable year ending June 30, 2025 and expect to be a PFIC in our 2026 taxable year. Therefore, the reduced rate of taxation available to U.S. Holders of a
“qualified foreign corporation” is not expected to be available for such years or any subsequent year in which we are classified as a PFIC. See the discussion above under “—Certain Tax Consequences If We Are a PFIC.” You should consult your
tax advisor regarding the availability of the reduced tax rate on any dividends paid with respect to the ADSs or ordinary shares.
Distributions paid in Australian dollars, including any Australian taxes withheld, will be included in your gross income in a U.S. dollar amount calculated by reference to the spot exchange rate in effect on
the date of actual or constructive receipt, regardless of whether the Australian dollars are converted into U.S. dollars at that time. If Australian dollars are converted into U.S. dollars on the date of actual or constructive receipt,
your tax basis in those Australian dollars generally should be equal to their U.S. dollar value on that date and, as a result, you generally should not be required to recognize any foreign exchange gain or loss.
If Australian dollars so received are not converted into U.S. dollars on the date of receipt, you will have a tax basis in the Australian dollars equal to their U.S. dollar value on the date of receipt. Any
gain or loss on a subsequent conversion or other disposition of the Australian dollars generally will be treated as ordinary income or loss to you and generally will be income or loss from sources within the United States for foreign tax
credit limitation purposes.
Dividends you receive with respect to ADSs or ordinary shares generally will be treated as foreign source income, which may be relevant in calculating your foreign tax credit limitation. The limitation on
foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For these purposes, dividends generally will be categorized as “passive category” income or, in
the case of certain U.S. Holders, “general category” income. A foreign tax credit for foreign taxes imposed on distributions may be denied if you do not satisfy certain minimum holding period
requirements or if you engage in certain risk reduction transactions. Subject to certain limitations, you generally will be entitled, at your option, to claim either a credit against your U.S. federal income tax liability or a deduction in
computing your U.S. federal taxable income in respect of any Australian taxes withheld. If you elect to claim a deduction, rather than a foreign tax credit, for Australian taxes withheld for a particular taxable year, the election will
apply to all foreign taxes paid or accrued by you or on your behalf in the particular taxable year.
The availability of the foreign tax credit and the application of the limitations on its availability are fact-specific and are subject to complex rules. You are urged to consult your tax advisor as to the
consequences of Australian withholding taxes and the availability of a foreign tax credit or deduction. See “—Certain Australian Income Tax Considerations—Taxation of Dividends.” You should also
consult your tax advisor regarding the application of the foreign tax credit rules to the QEF and mark-to-market regimes described above in the event we are a PFIC (as we believe to be the case with respect to the taxable year ended June
30, 2025 and the current taxable year).
Sale, Exchange or Other Disposition of ADSs or Ordinary Shares
If you are a U.S. Holder of the ADSs or ordinary shares in a taxable year in which we are a PFIC (and any subsequent taxable years), then this section generally will not apply to you—instead, see the
discussion above under “—Certain Tax Consequences If We Are A PFIC.”
Subject to the PFIC rules discussed above, you generally will, for U.S. federal income tax purposes, recognize capital gain or loss on a sale, exchange or other disposition of ADSs or ordinary shares equal to
the difference between the amount realized on the sale, exchange or other disposition (determined in the case of sales, exchanges or other dispositions in currencies other than U.S. dollars by reference to the spot exchange rate in effect
on the date of the sale, exchange or other disposition, or, in the case of a sale, exchange or other disposition on an established securities market and you are a cash basis taxpayer or an electing accrual basis taxpayer, the spot exchange
rate in effect on the settlement date) and your adjusted tax basis (as determined in U.S. dollars) in the ADSs or ordinary shares. Your initial tax basis will be your U.S. dollar purchase price for such ADSs or ordinary shares.
Assuming we are not a PFIC and have not been treated as a PFIC during your holding period for the ADSs or ordinary shares, this recognized gain or loss will generally be long-term capital gain or loss if you
have held the ADSs or ordinary shares for more than one year. Generally, if you are a non-corporate U.S. Holder, long-term capital gains are subject to U.S. federal income tax at preferential rates. For foreign tax credit limitation
purposes, gain or loss recognized upon a disposition generally will be treated as from sources within the United States. However, in limited circumstances, the Treaty can re-source U.S. source income as Australian source income. The
deductibility of capital losses is subject to limitations for U.S. federal income tax purposes.
You should consult your tax advisor regarding the availability of a foreign tax credit or deduction in respect of any Australian tax imposed on a sale, exchange or other disposition of ADSs or ordinary
shares. See “Certain Australian Income Tax Considerations—Tax on Sales or other Dispositions of Shares.”
Backup Withholding Tax and Information Reporting Requirements
Payments of dividends with respect to the ADSs or ordinary shares and proceeds from the sale, exchange or other disposition of the ADSs or ordinary shares, by a U.S. paying agent or other U.S. intermediary,
or made into the United States, will be reported to the IRS and to you as may be required under applicable Treasury regulations. Backup withholding may apply to these payments if you fail to provide an accurate taxpayer identification
number or certification of exempt status or otherwise fail to comply with applicable certification requirements. Certain U.S. Holders are not subject to backup withholding and information reporting. Backup withholding is not an additional
tax. Any amounts withheld under the backup withholding rules from a payment to you will be refunded (or credited against your U.S. federal income tax liability, if any), provided the required information is timely furnished to the IRS.
Prospective investors should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for establishing an exemption.
Certain individual U.S. Holders (and under Treasury regulations, certain entities) may be required to report to the IRS (on Form 8938) information with respect to their investment in the ADSs or ordinary
shares not held through an account with a U.S. financial institution. You are urged to consult with your tax advisor regarding the reporting obligations that may arise from the ownership or disposition of the ADSs or ordinary shares.
The discussion above is not intended to constitute a complete analysis of all tax considerations applicable to an investment in ADSs or ordinary shares. You should consult with your tax advisor concerning
the tax consequences to you in your particular situation.
Certain Australian Income Tax Considerations
In this section, we discuss the material Australian income tax, stamp duty and goods and services tax considerations related to the acquisition, ownership and disposal by the absolute beneficial owners of the
ordinary shares or ADSs.
It is based upon existing Australian tax law as of the date of this Transition Report, which is subject to change, possibly retrospectively. This discussion does not address all aspects of Australian tax law
which may be important to particular investors in light of their individual investment circumstances, such as shares held by investors subject to special tax rules (for example, financial institutions, insurance companies, tax exempt
organizations or funds managers). In addition, this summary does not discuss any foreign or state tax considerations, other than stamp duty.
Prospective investors are urged to consult their tax advisors regarding the Australian and foreign income and other tax considerations of the acquisition, ownership and disposition of the shares. As used in
this summary a “Non-Australian Shareholder” is a holder that is not an Australian tax resident and is not carrying on business in Australia through a permanent establishment.
Nature of ADSs for Australian Taxation Purposes
A U.S. holder of ADSs will be treated for Australian taxation purposes as being “absolutely entitled” to the underlying ordinary shares in the Company in accordance
with Taxation Ruling TR 2004/D25. Consequently, the underlying ordinary shares will be regarded as owned by the ADS holder for Australian income tax and capital gains tax purposes. Dividends paid on the underlying ordinary shares will
also be treated as dividends paid to the ADS holder, as the person beneficially entitled to those dividends. Therefore, in the following analysis we discuss the tax consequences to Non-Australian Shareholders of holding ordinary shares for
Australian taxation purposes. We note that the holder of an ADS will be treated for Australian tax purposes as the owner of the underlying ordinary shares that are represented by such ADSs.
Taxation of Dividends
Australia operates a dividend imputation system under which dividends may be declared to be “franked” to the extent of tax paid on company profits. Fully franked
dividends are not subject to dividend withholding tax. An exemption for dividend withholding tax can also apply to unfranked dividends that are declared to be conduit foreign income, or CFI, and paid to Non-Australian Shareholders.
Dividend withholding tax on unfranked dividends that are not declared to be CFI will be imposed at 30%, unless a shareholder is a resident of a country with which Australia has a double taxation agreement and
qualifies for the benefits of the treaty. Under the provisions of the current Double Taxation Convention between Australia and the United States, the Australian tax withheld on unfranked dividends that are not declared to be CFI and are
paid by the Company to a resident of the United States which is beneficially entitled to that dividend is limited to 15% where that resident is a qualified person for the purposes of the Double Taxation Convention between Australia and the
United States, and provided the shares are not effectively connected with a permanent establishment or a fixed base of the resident of the United States in Australia through which the resident of the United States carries on business in
Australia or provides independent personal services.
The Australian tax withheld on dividends paid by the Company is limited to 5% where the dividends are paid by the Company to a beneficial owner that is a non-Australian Shareholder which is a company, is a
qualified person for the purposes of the Double Taxation Convention between Australia and the United States and which owns a 10% or greater interest in the voting power of the Company. In limited circumstances the rate of withholding can
be reduced to zero.
Tax on Sales or other Dispositions of Shares—Capital gains tax
Non-Australian Shareholders who hold their shares on capital account will not be subject to Australian capital gains tax on the gain made on a sale or other disposal of ordinary shares, unless (1) they,
together with associates, hold 10% or more of the Company’s issued capital, at the time of disposal or for 12 months of the last 2 years prior to disposal and (2) more than 50% of the market values of the Company’s assets are attributable
to Australian real property assets (discussed below).
Non-Australian Shareholders who own an associate inclusive interest (directly or indirectly) of 10% or more in the underlying ordinary shares in the Company would be subject to Australian capital gains tax
where more than 50% of the Company’s direct or indirect assets, determined by reference to market value, consists of Australian land, leasehold interests or Australian mining, quarrying or prospecting rights. The Double Taxation Convention
between the United States and Australia is unlikely to limit Australia’s right to tax any gain in these circumstances. Net capital gains are calculated after reduction for capital losses, which may only be offset against capital gains.
The net capital gain is included in the Non-Australian Shareholder’s income.
A 12.5% non-final withholding obligation applies to when a non-resident disposes of certain taxable Australian property (which can include a non-portfolio interest (an interest of 10% or more) in a company
whose underlying value is principally derived from Australian real property).
Tax on Sales or other Dispositions of Shares—Shareholders Holding Shares on Revenue Account or as Trading Stock
Some Non-Australian Shareholders may hold shares on revenue account or as trading stock rather than on capital account for example, share traders. These shareholders may have the gains made on the sale or
other disposal of the shares included in their assessable income under the ordinary income taxing provisions of the income tax law, if the gains are sourced in Australia (subject to the application of the Double Taxation Convention between
the United States and Australia as outlined below)
Non-Australian Shareholders assessable under these ordinary income provisions in respect of gains made on shares held on revenue account or as trading stock would be assessed for such gains at the Australian
tax rates for non-Australian residents, which start at a marginal rate of 32.5% for non-Australian resident individuals. Where the Non-Australian Shareholder is entitled to the benefit of the Double Taxation Convention between the United
States and Australia, any Australian-sourced gains on disposal of the shares will only be subject to tax in Australia where the Company’s assets consist wholly or principally of real property situated in Australia, or where the shares are
attributable to a PE of the non-resident in Australia. Non-Australian Shareholders that are companies will be assessed at a rate of 30%.
To the extent an amount would be included in a Non-Australian Shareholder’s assessable income under both the capital gains tax provisions and the ordinary income provisions, the capital gain amount would
generally be reduced, so that the shareholder would not be subject to tax twice in Australia on any part of the income gain or capital gain.
Dual Residency
If a shareholder is a resident of both Australia and the United States under those countries’ domestic taxation laws, that shareholder may be subject to tax as both an Australian resident and a US resident.
Shareholders should obtain specialist taxation advice in these circumstances.
Stamp Duty
No Australian stamp duty is payable by Australian residents or non-Australian residents on the issue and trading of our shares because:
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the Company is not (directly or indirectly) a ‘landholder’ for the purposes of the duties legislations in each Australian State and Territory; and
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all of our issued shares remain quoted on the ASX at all times, and no shareholder acquires or commences to hold (on an associate inclusive basis) 90% or more of all of our issued
shares.
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No Australian stamp duty is payable on the issue and trading of ADSs, for the same reasons.
Australian Death Duty
Australia does not have estate or death duties. As a general rule, no capital gains tax liability is realized upon the inheritance of a deceased person’s shares. The disposal of inherited shares by
beneficiaries may, however, give rise to a capital gains tax liability if the gain falls within the scope of Australia’s jurisdiction to tax.
Goods and Services Tax
The issue or transfer of shares to a non-Australian resident investor will not incur Australian goods and services tax.
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Dividends and Paying Agents
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Not applicable.
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Statement by Experts
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Not applicable.
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Documents on Display
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We are subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers and under those requirements file reports with the SEC. You may read and copy this
Transition Report on Form 20-F, including the related exhibits and schedules, and any document we file with the SEC without charge at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also
obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. The SEC also maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC will also available to the public through the SEC’s
website at www.sec.gov.
As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt
from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with
the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act. However, we will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as
required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and may submit to the SEC, on a Form 6-K, unaudited quarterly financial information.
In addition, since our ordinary shares are traded on the ASX, we have filed annual and semi-annual reports with, and furnish information to, the ASX, as required under the ASX Listing Rules and the
Corporations Act. Copies of our filings with the ASX can be retrieved electronically at www.asx.com.au under our symbol “INR”. We also maintain a web site at ioneer.com. The
information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this Transition Report on Form 20-F, and the reference to our website in this Transition
Report on Form 20-F is an inactive textual reference only.
| I. |
Subsidiary Information.
|
Not applicable.
| J. |
Annual Report to Security Holders.
|
If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we intend to submit such annual report to security holders in electronic format in accordance
with the EDGAR Filer Manual.
| ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Interest Rate Risk
Our exposure to the risk of changes in market interest rates relates primarily to the cash, short-term deposits and borrowings with a floating interest rate. These financial assets with variable rates expose
us to cash flow interest rate risk. All other financial assets and liabilities, in the form of receivables and payables are non-interest bearing. At December 31, 2025, and June 30, 2025, 2024 and 2023, we had US$17.9 million, US$25.1
million, US$35.7 million, and US$52.7 million, respectively, of cash and short-term deposits. We currently do not engage in any hedging or derivative transactions to manage interest rate risk. Additional information is set out in “Note
6.2—Financial risk management” of our financial statements and related notes included elsewhere in this Transition Report on Form 20-F.
Foreign Currency Risk
We currently do not enter into hedging or derivative transactions to manage foreign currency risk as our exposure to foreign currency risk is not material.
Commodity Price Risk
Although we are currently engaged in exploration and development activities, we are exposed to commodity price risk because commodity prices affect the economic feasibility of mining on our properties and the
value of such properties. These commodity prices can be volatile and are influenced by factors beyond our control. We currently do not enter into hedging or derivative transactions to manage commodity price risk.
| ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
| A. |
Debt Securities.
|
Not applicable.
| B. |
Warrants and rights.
|
Not applicable.
| C. |
Other Securities.
|
Not applicable.
| D. |
American Depositary Shares
|
Fees and Expenses
|
Persons depositing or withdrawing ordinary shares or ADS holders must pay the depositary:
|
For:
|
||
|
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
•
|
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
|
|
|
•
|
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
||
|
US$0.05 (or less) per ADS
|
•
|
Any cash distribution to ADS holders
|
|
|
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs
|
•
|
Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
|
|
|
US$0.05 (or less) per ADS per calendar year
|
•
|
Depositary services
|
|
|
Registration or transfer fees
Expenses of the depositary
|
•
|
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
|
|
|
•
|
Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)
|
||
|
•
|
Converting foreign currency to U.S. dollars
|
||
|
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes
|
•
|
As necessary
|
|
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
•
|
As necessary
|
The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The
depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary
services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash
distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for
those services are paid.
From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services
provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers
that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.
The depositary may convert currency itself or through any of its affiliates, or the custodian or we may convert currency and pay U.S. dollars to the depositary. Where the depositary converts currency itself
or through any of its affiliates, the depositary acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that
it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its
affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under the deposit agreement
will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligation to act without negligence or bad
faith. The methodology used to determine exchange rates used in currency conversions made by the depositary is available upon request. Where the custodian converts currency, the custodian has no obligation to obtain the most favorable
rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to ADS holders, and the depositary makes no representation that the rate is the most favorable rate and
will not be liable for any direct or indirect losses associated with the rate. In certain instances, the depositary may receive dividends or other distributions from us in U.S. dollars that represent the proceeds of a conversion of foreign
currency or translation from foreign currency at a rate that was obtained or determined by us and, in such cases, the depositary will not engage in, or be responsible for, any foreign currency transactions and neither it nor we make any
representation that the rate obtained or determined by us is the most favorable rate and neither it nor we will be liable for any direct or indirect losses associated with the rate.
| ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
None.
| ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
None.
| ITEM 15. |
CONTROLS AND PROCEDURES
|
Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025.
“Disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the
Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the company’s management, including its
principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the
desired control objectives.
Management’s Report on Internal Control over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange
Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in
accordance with IFRS as issued by the IASB. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS as issued by the IASB, and that our receipts and
expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets
that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this Transition Report based on the
criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over
financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on that assessment, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025, our
internal control over financial reporting was effective.
Attestation Report of the Registered Public Accounting Firm
This Transition Report does not include an attestation report of our company’s Registered Public Accounting firm, because we qualify as an “emerging growth company” under section 3(a) of the Securities
Exchange Act of 1934, as amended, and we are exempted from such attestation requirement.
Changes in Internal Control over Financial Reporting
During TY2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
| ITEM 16. |
[RESERVED]
|
| ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT
|
Our board of directors has determined that Mr. Woodall is an audit committee financial expert and is independent under the listing standards of Nasdaq for audit committee members and the heightened
independence requirement for audit committee members required by Rule 10A-3 under the Exchange Act.
We have adopted a code of conduct that applies to our executive officers, including our chief executive officer, chief financial officer, or persons performing similar functions. The code of conduct is
publicly available under the “Corporate Governance” section of our website at www.ioneer.com/about/corporate-governance. Written copies are available upon request. If we make any substantive amendment to the code of conduct or grant any
waivers, including any implicit waiver, from a provision of the codes of conduct, we will disclose the nature of such amendment or waiver on our website.
| ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
The following table sets forth, for each of the years indicated, the fees billed by Ernst & Young, which has served as our independent registered public accounting firm for the last two completed fiscal
years.
|
Services Rendered
|
TY2025
|
FY2025
|
FY2024
|
|
Audit Fees
|
US$132,096
|
US$261,040
|
US$211,400
|
|
Audit Related Fees
|
US$-
|
US$-
|
US$-
|
|
Tax Fees
|
US$-
|
US$-
|
US$-
|
|
All Other Fees
|
US$-
|
US$-
|
US$-
|
|
Total
|
US$132,096
|
US$261,040
|
US$211,400
|
Pre-Approval Policies and Procedures
Our Audit and Risk Committee has adopted policies and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. Pre-approval of an audit
or non-audit service may be given as a general pre-approval, as part of the Audit and Risk Committee’s approval of the scope of the engagement of our independent registered public accounting firm, or on an individual basis. Any proposed
services exceeding general pre-approved levels also requires specific pre-approval by our audit committee. All of the fees described above were pre-approved by our board of directors prior to our listing on Nasdaq and by the Audit and Risk
Committee after our listing on Nasdaq.
| ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
In connection with our initial listing on Nasdaq and registration under the Exchange Act, we did not elect to use the exemption from audit committee standards set forth in Rule 10A-3(b)(1)(iv).
| ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
Neither we, nor any affiliated purchaser of us, purchased any of our securities during the year ended June 30, 2025.
| ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
None.
| ITEM 16G. |
CORPORATE GOVERNANCE
|
Corporate Governance Differences
Nasdaq allows a foreign private issuer, such as ioneer, to follow its home country practices in lieu of certain of Nasdaq’s corporate governance standards. We rely on exemptions from certain corporate
governance standards and instead follow laws, rules, regulations or generally accepted business practices in Australia. In particular, we follow home country law instead of Nasdaq practice regarding:
| • |
We rely on an exemption from the requirement that our independent directors meet regularly in executive sessions. The ASX Listing Rules and the Corporations Act do not require the
independent directors of an Australian company to have such executive sessions and, accordingly, we have claimed this exemption.
|
| • |
We rely on an exemption from the quorum requirements applicable to meetings of shareholders under Nasdaq. Our Constitution provides that five shareholders or shareholders
representing at least 10% of the voting shares present shall constitute a quorum for a general meeting. Nasdaq requires that an issuer provide for a quorum as specified in its bylaws for any meeting of the holders of ordinary
shares, which quorum may not be less than 33 1/3% of the outstanding shares of an issuer’s voting ordinary shares. Accordingly, because applicable Australian law and rules governing quorums at shareholder meetings differ from
Nasdaq’s quorum requirements, we have claimed this exemption.
|
| • |
We rely on an exemption from the requirement that our nomination and remuneration committee be independent as defined by Nasdaq. We instead maintain the independence of such a
committee in compliance with the ASX Corporate Governance Principles and Recommendations.
|
| • |
We rely on an exemption from the requirement prescribed by Nasdaq that issuers obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions,
changes of controls or private placements of securities, or the establishment or amendment of certain stock option, purchase or other compensation plans. Applicable Australian law and rules differ from Nasdaq requirements, with the
ASX Listing Rules providing generally for prior shareholder approval in numerous circumstances, including (i) issuance of equity securities exceeding 15% (or an additional 10% capacity to issue equity securities for the proceeding
12 month period if shareholder approval by special resolution is sought at the Company’s annual general meeting) of our issued share capital in any 12 month period (but, in determining the available issue limit, securities issued
under an exception to the rule or with shareholder approval are not counted), (ii) issuance of equity securities to related parties, certain substantial shareholders and their respective associates (as defined in the ASX Listing
Rules) and (iii) directors or their associates acquiring securities under an employee incentive plan. Due to differences between Australian law and rules and Nasdaq shareholder approval requirements, we have claimed this exemption.
|
| • |
We rely on an exemption from the requirement that issuers must maintain a code of conduct in compliance with Nasdaq. Instead, we maintain a code of conduct consistent with the ASX
Corporate Governance Principles and Recommendations.
|
Following our home country governance practices, as opposed to the requirements that would otherwise apply to a United States company listed on Nasdaq, may in certain circumstances provide less protection
than is accorded to investors in a U.S. issuer.
| ITEM 16H. |
MINE SAFETY DISCLOSURE
|
Not applicable because we do not currently operate any mines subject to the U.S. Federal Mine Safety and Health Act of 1977.
| ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
|
Not applicable.
| ITEM 16J. |
INSIDER TRADING POLICIES
|
Our Trading Policy governs purchases, sales and other dispositions of our securities by our
directors, executive officers and employees. We believe our Trading Policy is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations applicable to us. Our Trading Policy prohibits purchases,
sales and other dispositions of our securities while in possession of material nonpublic information about us and from disclosing such information to others, and it prohibits trading on material nonpublic information of other companies. The
foregoing summary does not purport to be complete and is qualified in its entirety by our Trading Policy, a copy of which was filed as exhibit 11.1 to our annual report for the year ended June 30, 2024, which is being incorporated by
reference herein.
We have elected to provide financial statements and related information pursuant to Item 18.
ioneer Limited
ANNUAL CONSOLIDATED FINANCIAL STATEMENTS
For the six months
ended December 31, 2025 and years ended June 30, 2025, 2024 and 2023
|
TABLE OF CONTENTS
|
PAGE
|
|
F-2
|
|
|
FINANCIAL STATEMENTS
|
|
|
F-3
|
|
|
F-4
|
|
|
F-5
|
|
|
F-6
|
|
|
F-7
|
To the Shareholders and the Board of Directors of ioneer Ltd
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of ioneer Ltd and its subsidiaries (the “Company”) as at December 31, 2025, June 30, 2025, and June 30, 2024, the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the six-month period ended December 31, 2025 and for each of the three years in the period ended June 30, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, June 30, 2025, and June 30, 2024 and the results of its operations and its cash flows for the six-month period ended December 31, 2025 and each of the three years in the period ended June 30, 2025 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on
a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young
We have served as the Company’s auditor since 2017
29 April, 2026
For the six months ended December 31 2025, and twelve months ended June 30, 2025, 2024 and 2023
|
6
months
ended
Dec 31,
2025
|
12
months
ended
June 30,
2025
|
12
months
ended
June 30,
2024 |
12
months
ended
June 30,
2023 |
|||||||||||||||||
|
Note
|
$'000 |
$'000
|
$'000
|
$'000
|
||||||||||||||||
|
Exploration expenditure written off
|
2.2
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||
|
Employee benefits expensed
|
7.1
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||
|
Other expenses
|
2.3
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||
|
Loss from operating activities
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
Finance income
|
2.4
|
|
|
|
||||||||||||||||
|
Finance costs
|
2.4
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||
|
Net finance income / (costs)
|
2.4
|
|
|
|
||||||||||||||||
|
Loss before tax
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
Income tax expense
|
3.1
|
|
|
|
||||||||||||||||
|
Loss for the year
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
Loss attributable to equity holders of the company
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
Items that may be reclassified subsequently to profit and loss
|
||||||||||||||||||||
|
Foreign currency translation difference on foreign operations
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||
|
Other comprehensive income/(loss) (net of tax)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||
|
Total comprehensive profit / (loss) for the year
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
Total comprehensive income / (loss) attributable to the owners of the company
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
Earnings per share
|
Cents |
Cents
|
Cents
|
Cents
|
||||||||||||||||
|
Basic loss per ordinary share
|
2.5
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||
|
Diluted loss per ordinary share
|
2.5
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||
The consolidated statement of profit and loss and other comprehensive income should be read in conjunction with the accompanying notes.
As at December 31, 2025, and June 30, 2025 and 2024
|
Dec 31,
2025
|
June 30,
2025
|
June 30,
2024
|
||||||||||||||
|
Note
|
$'000 |
$'000
|
$'000 | |||||||||||||
|
Current assets
|
||||||||||||||||
|
Cash assets
|
4.1
|
|
|
|||||||||||||
|
Receivables
|
4.2
|
|
|
|||||||||||||
| Prepayments | 4.3 |
|||||||||||||||
|
Total current assets
|
|
|
||||||||||||||
|
Non-current assets
|
||||||||||||||||
|
Receivables
|
4.2
|
|
|
|||||||||||||
|
Plant and equipment
|
4.4
|
|
|
|||||||||||||
|
Right of use asset
|
4.5
|
|
|
|||||||||||||
|
Exploration and evaluation expenditure
|
4.6
|
|
|
|||||||||||||
| Other |
4.7 | |||||||||||||||
|
Total non-current assets
|
|
|
||||||||||||||
|
Total assets
|
|
|
||||||||||||||
|
Current liabilities
|
||||||||||||||||
|
Payables
|
4.8
|
|
|
|||||||||||||
|
Lease liabilities
|
4.8
|
|
|
|||||||||||||
|
Provisions
|
4.10
|
|
|
|||||||||||||
| Borrowings |
4.9 |
|||||||||||||||
|
Total current liabilities
|
|
|
||||||||||||||
|
Non-current liabilities
|
||||||||||||||||
|
Lease liabilities - non-current
|
4.8
|
|
|
|||||||||||||
|
Total Non-current liabilities
|
|
|
||||||||||||||
|
Total liabilities
|
|
|
||||||||||||||
|
Net assets
|
|
|
||||||||||||||
|
Equity
|
||||||||||||||||
|
Contributed equity
|
5.1
|
|
|
|||||||||||||
|
Reserves
|
5.2
|
( |
) |
(
|
)
|
(
|
)
|
|||||||||
|
Accumulated losses
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
|
Total equity
|
|
|||||||||||||||
The consolidated statement of financial position should be read in conjunction with the accompanying notes.
For the six months ended December 31, 2025 and twelve months ended June 30, 2025, 2024 and 2023
|
Issued
capital
|
Foreign
currency
translation
reserve
|
Equity compensation reserve
|
Accumulated losses
|
Total
equity
|
||||||||||||||||||||
|
|
Note |
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
||||||||||||||||||
| As at July 1 2025 |
( |
) | ( |
) | ||||||||||||||||||||
| Loss for the year ended June 30 2025 |
( |
) | ( |
) | ||||||||||||||||||||
| Other comprehensive income |
||||||||||||||||||||||||
|
Foreign currency translation differences on foreign operations
|
||||||||||||||||||||||||
| Total other comprehensive income | ||||||||||||||||||||||||
| Total comprehensive income for the year |
( |
) | ( |
) | ||||||||||||||||||||
| Share-based payments |
||||||||||||||||||||||||
| Share-based payments expensed/capitalized |
5.2 |
|||||||||||||||||||||||
| Fair value of performance rights vested |
5.2 |
( |
) | |||||||||||||||||||||
| Share issue costs |
5.1 |
( |
) | ( |
) | |||||||||||||||||||
| Shares issued from capital raise |
5.1 |
|||||||||||||||||||||||
| Options exercised |
5.2 |
|||||||||||||||||||||||
| As at December 31 2025 |
( |
) | ( |
) | ||||||||||||||||||||
|
As at July 1 2024
|
( |
) | ( |
) | ||||||||||||||||||||
|
Loss for the year ended June 30 2025
|
( |
) | ( |
) | ||||||||||||||||||||
|
Other comprehensive income
|
||||||||||||||||||||||||
|
Foreign currency translation differences on foreign operations
|
( |
) | ( |
) | ||||||||||||||||||||
|
Total other comprehensive income
|
( |
) | ( |
) | ||||||||||||||||||||
|
Total comprehensive income for the year
|
( |
) | ( |
) | ( |
) | ||||||||||||||||||
|
Share-based payments
|
||||||||||||||||||||||||
|
Share-based payments expensed/capitalized
|
5.2
|
|||||||||||||||||||||||
|
Fair value of performance rights vested
|
5.2
|
( |
) | |||||||||||||||||||||
|
Share issue costs
|
5.1
|
( |
) | ( |
) | |||||||||||||||||||
| Shares issued from capital raise |
5.1 | |||||||||||||||||||||||
| Options exercised |
5.2 | |||||||||||||||||||||||
|
As at June 30 2025
|
( |
) | ( |
) | ||||||||||||||||||||
|
As at July 1 2023
|
( |
) | ( |
) | ||||||||||||||||||||
|
Loss for the year ended June 30 2024
|
( |
) | ( |
) | ||||||||||||||||||||
|
Other comprehensive income
|
||||||||||||||||||||||||
|
Foreign currency translation differences on foreign operations
|
( |
) | ( |
) | ||||||||||||||||||||
|
Total other comprehensive income
|
( |
) | ( |
) | ||||||||||||||||||||
|
Total comprehensive income for the year
|
( |
) | ( |
) | ( |
) | ||||||||||||||||||
|
Share-based payments
|
||||||||||||||||||||||||
|
Share-based payments expensed/capitalized
|
5.2
|
|||||||||||||||||||||||
|
Fair value of performance rights vested
|
5.2
|
( |
) | |||||||||||||||||||||
|
Share issue costs
|
5.1
|
( |
) | ( |
) | |||||||||||||||||||
| Shares issued from capital raise |
5.1 |
|||||||||||||||||||||||
| Options exercised |
5.2 |
|||||||||||||||||||||||
|
As at June 30 2024
|
( |
) | ( |
) | ||||||||||||||||||||
|
As at July 1 2022
|
( |
) | ( |
) | ||||||||||||||||||||
|
Loss for the year ended June 30 2023
|
( |
) | ( |
) | ||||||||||||||||||||
|
Other comprehensive income
|
||||||||||||||||||||||||
|
Foreign currency translation differences on foreign operations
|
( |
) | ( |
) | ||||||||||||||||||||
|
Total other comprehensive income
|
( |
) | ( |
) | ||||||||||||||||||||
|
Total comprehensive income for the year
|
( |
) | ( |
) | ( |
) | ||||||||||||||||||
|
Share-based payments
|
||||||||||||||||||||||||
|
Share-based payments expensed/capitalized
|
5.2
|
|||||||||||||||||||||||
|
Fair value of performance rights vested
|
5.2
|
( |
) | |||||||||||||||||||||
|
Share issue costs
|
5.1
|
( |
) | ( |
) | |||||||||||||||||||
|
As at June 30 2023
|
( |
) | ( |
) | ||||||||||||||||||||
The consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
For the six months ended December 31, 2025 and twelve months ended June 30, 2025, 2024 and 2023
|
6 months
ended
Dec 31,
2025
|
12 months
ended
June 30,
2025
|
12 months
ended
June 30,
2024
|
12 months
ended
June 30,
2023
|
|||||||||||||||||
|
|
Note |
$'000
|
$'000
|
$'000
|
||||||||||||||||
|
Cash flows from operating activities
|
||||||||||||||||||||
|
Payment to suppliers and employees
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
Net cash flows used in operating activities (inclusive of GST)
|
4.1
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||
|
Cash flows from investing activities
|
||||||||||||||||||||
|
Expenditure on mining exploration and evaluation
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
Purchase of equipment
|
4.4
|
( |
) |
|
(
|
)
|
(
|
)
|
||||||||||||
|
Interest received
|
|
|
|
|||||||||||||||||
|
Net cash flows used in investing activities
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
Cash flows from financing activities
|
||||||||||||||||||||
|
Proceeds from the issue of shares
|
5.1
|
|
|
|
||||||||||||||||
| Proceeds from exercise of options |
5.1 |
|||||||||||||||||||
|
Equity raising expenses
|
5.1
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||
|
Payments of lease liability
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
| Proceeds from borrowings |
4.9 | |||||||||||||||||||
| Repayment of borrowings |
4.9 |
( |
) | |||||||||||||||||
| Payment for establishment of loan |
( |
) | ||||||||||||||||||
|
Net cash flows received / (used in) financing activities
|
|
|
(
|
)
|
||||||||||||||||
|
Net increase / (decrease) in cash held
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
Cash at the beginning of the financial year
|
|
|
|
|||||||||||||||||
|
Effect of exchange rate fluctuations on balances of cash
|
(
|
)
|
|
(
|
)
|
|||||||||||||||
|
Closing cash carried forward
|
4.1
|
|
|
|
||||||||||||||||
The consolidated statement of cash flows should be read in conjunction with the accompanying notes.
For the six months ended December 31, 2025 and twelve months ended June 30, 2025, 2024 and 2023
| Section 1. |
Basis of preparation
|
INTRODUCTION - What’s New in this Report
| 1.1. |
Reporting entity
|
The financial report of ioneer Ltd for the six months ended December 31 2025 was authorized for issue in accordance with a resolution of the Directors on April 29, 2026.
ioneer Ltd is a for profit company limited by shares and incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange under the ticker code “INR” and
on Nasdaq under ticker code “IONR”. The registered office of the Company is suite 16.01, 213 Miller Street, North Sydney, NSW 2060 Australia.
The Company is principally engaged in the development of the Rhyolite Ridge lithium-boron deposit in the state of Nevada, United States of America. Further information about the nature
of the Group’s operations and activities is provided in the directors’ report. Information on the group structure is set out in Section 8 of this report and information on other related party disclosures of the Group is provided in Section 9.
| 1.2 |
Basis of preparation
|
| • |
These financial statements comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board ('IASB'), including new or amended accounting standards effective for reporting periods
beginning July 1, 2022.
|
| • |
Unless otherwise stated, the accounting policies disclosed have been consistently applied.
|
| • |
The financial report has been prepared on a historical cost basis.
|
| • |
The financial statements have been presented in US dollars which is the Groups presentation currency.
|
| • |
The financial statements have been prepared on the going concern basis which assumes the company and consolidated entity will have sufficient cash to pay its debts as and when they become payable for a period of at least 12 months from
the date the financial report was authorized for issue.
|
| 1.3 |
Change in fiscal year
|
On September 25, 2025, the Board of Directors
approved a change in the Company’s financial year end from 30 June to 31 December to better align the accounting reporting period with its subsidiaries in the United States of America, where the bulk of the group’s business operations are
located. This financial report is presented for the 6 month Transition Period from 1 July 2025 to 31 December 2025 with the comparative reporting period being the 12 months ended 30 June 2025. Hence, the amounts presented in the financial
statements are not entirely comparable.
| 1.4 |
New and amended accounting standards and interpretations
|
The Group has adopted all the new or amended Accounting Standards and Interpretations issued by the International Accounting Standards Board (“IASB”) that are
mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group.
F-7
Notes to the Consolidated Financial Statements
For the six months ended December 31, 2025 and twelve months ended June 30, 2025, 2024 and 2023
The following standards and interpretations that have recently been issued but are not yet mandatory, have not been early adopted by the Group for the transition
reporting period ended December 31, 2025. The Group’s management have yet to assess the impact of these new or amended Accounting Standards and Interpretations, which are most relevant to the Group are set out below:
|
IAS 18 - Presentation and Disclosure in Financial Statements(IAS 1)
|
IAS 18 replaces IAS 1 as the standard describing the primary financial statements and sets out the requirements for the presentation and disclosure of
information in IFRS-compliant financial statements. Amongst other changes, it introduces the concept of 'management-defined performance measure' to financial statements and requires the classification of transactions presented within the
statement of profit or loss within one of five categories - operating, investing, financing, income taxes and discontinued operations. It also provides enhanced requirements for the aggregation and disaggregation of information
|
|
IAS 7 and IAS 39 – Financial Instruments
|
The amendments to IAS 7 and IAS 39 clarify that a financial liability is derecognized on settlement date, i.e. when the related obligation is discharged, cancelled, expires or the liability
otherwise disqualifies for recognition. It also clarifies how to assess contractual cash flow characteristics.
|
The Group is currently assessing the impact the amendments will have on current practice.
| 1.5 |
Basis of consolidation
|
Controlled entities
Controlled entities are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly to govern the financial and operating policies of an
entity so as to obtain benefits from its operations. The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date that control ceases. There has been no
change in the control of any subsidiaries during the financial period. All subsidiaries are 100 % owned by the Company (2025: 100 %).
Transactions eliminated on consolidation
All inter-company balances and transactions, including unrealized profits arising from intra-group transactions, have been eliminated in full.
Accounting policies
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
F-8
Notes to the Consolidated Financial Statements
For the six months ended December 31, 2025 and twelve months ended June 30, 2025, 2024 and 2023
| 1.6 |
Current versus non-current classification
|
The Group presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is:
|
-
|
Expected to be realized or intended to be sold or consumed in the normal operating cycle
|
|
-
|
Held primarily for the purpose of trading
|
|
-
|
Expected to be realized within twelve months after the reporting period
|
Or
|
-
|
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
|
All other assets are classified as non-current.
A liability is current when:
|
-
|
It is expected to be settled in the normal operating cycle
|
|
-
|
It is held primarily for the purpose of trading
|
|
-
|
It is due to be settled within twelve months after reporting period
|
Or
|
-
|
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
|
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
F-9
Notes to the Consolidated Financial Statements
For the six months ended December 31, 2025 and twelve months ended June 30, 2025, 2024 and 2023
| 1.7 |
Critical accounting estimates and judgements
|
The preparation of these financial statements in conformity with International Financial Reporting Standards has required management to make judgements, estimates and assumptions which
impact the application of policies and reported amounts of assets and liabilities, income and expenses. These estimates and associated assumptions are based on historical knowledge and various other factors that are believed to be reasonable in
the circumstance. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed regularly and revisions to accounting estimates are reviewed in the period in which the estimate is revised. The most significant
estimates and assumptions which have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year relate to:
Exploration and evaluation assets
The Group’s policy for exploration and evaluation expenditure is set out in note 4.6. The application of this policy requires certain judgements, estimates and assumptions as to the
future events and circumstances, in particular the assessment of whether economic quantities of reserves will be found. Any such estimates and assumptions may change as new information becomes available. If, after capitalization of expenditure
under the policy, it is concluded that the capitalized expenditure will not be recovered by future exploitation or sale, then the relevant amount will be written off in the statement of profit or loss. Changes in assumptions may result in a
material adjustment to the carrying amount of exploration and evaluation assets.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity investments at the date on which they are granted. Additional
information is set out in note 7.3, Share-based payments.
| 1.8 |
Foreign Currency Transactions and Balances
|
Functional and presentation currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates.
The functional currency of the entities in the Group is predominantly US Dollars, with the exception of ioneer Limited, which has a functional currency of Australian Dollars.
F-10
Notes to the Consolidated Financial Statements
For the six months ended December 31, 2025 and twelve months ended June 30, 2025, 2024 and 2023
Transactions and balances
Foreign currency transactions are translated at the foreign exchange rate at the date of the transaction. Monetary assets and liabilities denominated in a foreign currency at the end of
the reporting period are translated at the year-end exchange rate. Exchange differences arising on the translation of monetary items are recognized in the statement of profit or loss.
Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Exchange differences arising on the translation of non-monetary
items are recognized directly in other comprehensive income to the extent that the underlying gain or loss is recognized in other comprehensive income; otherwise, the exchange difference is recognized in profit or loss.
Presentation of foreign exchange gains and losses in the statement of profit or loss
The Group presents its foreign exchange gains and losses within net financing income /expense in the statement of profit or loss.
| 1.9 | Going Concern |
The Directors believe that the going concern basis is appropriate for the preparation of the consolidated financial statements, notwithstanding continued losses
and no ongoing revenue stream, with the Group having a strong fund-raising track record.
After completing a financing in February 2026 raising gross proceeds of A$72 million (~US$50 million) through the issuance of 400,000,000 new fully paid ordinary shares, the Group has sufficient cash reserves to support the going concern position and will continue to advance the strategic
partnership process to raise additional required project funding.
| Section 2. |
Financial performance
|
| 2.1. |
Operating segments
|
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to
transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its
performance, and for which discrete financial information is available. The Managing Director is considered to be the CODM and is empowered by the Board to allocate resources and assess the performance of the Group.
Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Description of segments
The Company operates predominantly as a mineral exploration and development company. The operating segments are based on the reports reviewed by the Managing Director for assessing
performance and determining the allocation of resources and strategic decision making within the Group.
F-11
Notes to the Consolidated Financial Statements
For the six months ended December 31, 2025 and twelve months ended June 30, 2025, 2024 and 2023
|
North America
|
Represents activity in the US, primarily in relation to Rhyolite Ridge and the Reno office.
|
|
Australia
|
Represents head office expenditure, including ASX listing costs, employee benefits, exchange gains and losses and corporate assets (predominantly cash).
|
Segment information provided to the CODM:
| Segment information | North America | Australia |
Total | |||||||||||||||||||||||||||||||||||||||||||||
|
Transition
2025
|
Fiscal
2025
|
Fiscal
2024
|
Fiscal
2023
|
Transition
2025
|
Fiscal
2025
|
Fiscal
2024
|
Fiscal
2023
|
Transition
2025
|
Fiscal
2025
|
Fiscal
2024
|
Fiscal
2023
|
|||||||||||||||||||||||||||||||||||||
| $’000 |
|
$’000
|
|
$’000
|
|
$’000
|
$’000 |
|
$’000
|
|
$’000
|
|
$’000
|
$’000 |
|
$’000
|
|
$’000
|
|
$’000
|
||||||||||||||||||||||||||||
|
Exploration expenditure - non core
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||||||||||
|
Other expenses
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Reportable segment loss
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Employee benefits and other expenses
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Net financing income / (expense)
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
Net loss before income tax
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Segment assets
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
Exploration assets
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Other assets
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Total assets
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Segment liabilities
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
Payables
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Provisions
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Borrowings |
||||||||||||||||||||||||||||||||||||||||||||||||
|
Total current liabilities
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Payables
|
|
(
|
)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
Total non-current liabilities
|
|
(
|
)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Net assets
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Major customers
The Company has no
F-12
Notes to the Consolidated Financial Statements
For the six months ended December 31, 2025 and twelve months ended June 30, 2025, 2024 and 2023
|
6
months
ended
Dec 31,
2025
|
12
months
ended
June 30,
2025
|
12
months
ended
June 30,
2024
|
12
months
ended
June 30,
2023
|
|||||||||||||
| $000 |
$’000 | $’000 | $’000 |
|
2.2.
|
Impairment write-off
|
|
Exploration expenditure written off
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Total impairment
|
(
|
)
|
(
|
)
|
(
|
)
|
|
2.3.
|
Other expenses
|
|
General and administrative expenses
|
|
|
|
|||||||||||||
|
Consulting and professional costs
|
|
|
|
|||||||||||||
|
Depreciation and amortization
|
|
|
|
|||||||||||||
|
Total other expenses
|
|
|
|
|
2.4.
|
Net finance income / (costs)
|
|
Interest income from external providers
|
|
|
|
|||||||||||||
|
Other revenue
|
|
|
|
|||||||||||||
|
Net foreign exchange gain
|
|
|
|
|||||||||||||
|
Finance income
|
|
|
|
|||||||||||||
|
Bank charges
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Net foreign exchange loss
|
|
|
|
|||||||||||||
|
Lease interest
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Finance costs
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Net finance income / (costs)
|
|
|
|
Interest income is recorded at the effective interest rate applicable to the financial instrument. Interest is recognized as it accrues (using the effective interest method, which is
the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.
F-13
Notes to the Consolidated Financial Statements
For the six months ended December 31, 2025 and twelve months ended June 30, 2025, 2024 and 2023
|
2.5.
|
Earnings per share
|
|
6 months
ended Dec 31,
2025
|
12 months
ended June 30,
2025
|
12 months
ended June 30,
2024
|
12 months
ended June 30,
2023
|
|||||||||||||
| $’000 | $’000 | $’000 | $’000 | |||||||||||||
|
Earnings used in calculating earnings per share
|
||||||||||||||||
| Basic and diluted loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Weighted average number of ordinary shares used as the denominator
|
Number |
Number
|
Number
|
Number
|
||||||||||||
|
Issued ordinary shares - opening balance
|
|
|
|
|||||||||||||
|
Effect of shares issued
|
|
|
|
|||||||||||||
|
Weighted average number of ordinary shares
|
|
|
|
|||||||||||||
|
Weighted average number of ordinary shares (diluted)
|
||||||||||||||||
|
Weighted average number of ordinary shares at 30 June for basic EPS
|
|
|
|
|||||||||||||
|
Effect of dilution from options and rights on issue
|
|
|
|
|||||||||||||
|
Weighted average number of ordinary shares adjusted for effect of dilution
|
|
|
|
|||||||||||||
| Cents |
Cents
|
Cents
|
Cents
|
|||||||||||||
|
Basic loss per share attributable to the ordinary equity holders of the company
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Diluted loss per share attributable to the ordinary equity holders of the company
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding
during the year.
Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year
plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. The effect of dilution from options and rights on issue in the financial period would
be 76,665,575 (30 June 2025: 64,922,144
and 2024: 36,944,618 and 2023: 35,840,492 ).
The impact the potential ordinary shares is treated as dilutive only when their conversion to ordinary shares would decrease EPS.
F-14
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
| Section 3. |
Taxation
|
| 3.1. |
Taxation
|
|
6
months
ended
Dec 31,
2025
|
12
months
ended
June 30,
2025
|
12
months
ended
June 30,
2024
|
12
months
ended
June 30,
2023
|
|||||||||||||
| $’000 |
|
$’000
|
|
$’000
|
|
$’000
|
1 |
|||||||||
|
Tax expense comprises:
|
||||||||||||||||
|
Income tax
|
||||||||||||||||
|
Current tax benefit / (expense)
|
|
|
|
|||||||||||||
|
Tax expense related to movements in deferred tax balances
|
|
|
|
|||||||||||||
|
Total tax (expense) / benefit
|
|
|
|
|||||||||||||
|
Numerical reconciliation between tax (expense) / benefit and pre-tax net result:
|
||||||||||||||||
|
Loss before tax
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Prima facie taxation benefit at
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Decrease / (increase) in income tax benefit due to:
|
||||||||||||||||
|
Differences in tax rates
|
||||||||||||||||
|
Non-deductible expenses
|
|
|
|
|||||||||||||
|
Foreign exchange and other translation adjustments
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Additional tax deductible expenditure
|
( |
) |
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Unrecognized tax losses relating to current year
|
|
|
|
|||||||||||||
|
Adjustments for prior years
|
|
|
|
|||||||||||||
|
Income tax (expense) / benefit
|
|
|
|
|||||||||||||
No provision for income tax is considered necessary in respect of the Company for the year ended December 31, 2025. No recognition has been given to any future income tax benefit
which may arise from operating losses not claimed for tax purposes (30 June 2025: nil). The Group has estimated tax loss positions across the group as follows:
Deferred Tax
Deferred tax relates to the following:
|
Dec 31,
2025
|
June 30,
2025
|
June 30,
2024
|
||||||||||
| $’000 |
|
$’000
|
$’000 | |||||||||
|
Deferred tax relates to the following
|
||||||||||||
|
Foreign exchange gain/loss
|
( |
) | ( |
) |
(
|
)
|
||||||
|
Losses available for offsetting against future taxable income
|
|
|||||||||||
|
Net deferred tax asset
|
|
|||||||||||
The Group has tax losses for which no deferred tax asset has been
recognized on the Statement of Financial Position that amounted to $48.7 million (June 30, 2025: $45.9 m, June 30, 2024: $40.5 m).
F-15
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
| Jurisdiction at December 31, 2025 |
||||||||||||
| Australia | USA | Canada | ||||||||||
|
|
$’000
|
|
$’000
|
|
$’000
|
|||||||
|
Non-recognized tax losses - capital
|
||||||||||||
|
Balance at the beginning of the period
|
||||||||||||
|
Movement during the period
|
( |
) | ( |
) | ( |
) | ||||||
|
Balance at the end of the period
|
||||||||||||
|
|
$’000
|
|
$’000
|
|
$’000
|
|||||||
|
Non-recognized tax losses - capital
|
||||||||||||
|
Balance at the beginning of the period
|
|
|
|
|||||||||
|
Movement during the period
|
(
|
)
|
|
|
||||||||
|
Balance at the end of the period
|
|
|
|
|||||||||
|
Total revenue and capital losses not recognized
|
|
|
|
These amounts will only be obtained if:
| • |
the Company and Controlled Entities derive future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be recognized,
|
| • |
the Company and Controlled Entities continue to comply with the conditions for deductibility imposed by the law,
|
| • |
no changes in tax legislation adversely affect the Company and Controlled Entities in recognizing the benefit from the deductions for the losses,
|
| • |
the accumulated tax losses in Australia may be carried forward and offset against taxable income in the future for an indefinite period, subject to meeting Australian tax rules around continuity of ownership or business
continuity test, and
|
| • |
the accumulated tax losses in the USA can be carried forward and used to offset future taxable income for a period of 20 years from the year in which the losses were incurred and losses will start to expire from the year
2027 onwards.
|
ioneer Ltd is not part of an Australian tax-consolidated group. Current and deferred tax amounts (if any) are measured as a stand-alone taxpayer. There are no tax funding arrangements or tax sharing
agreements in place.
The group has additional tax value embedded in the Rhyolite Ridge exploration asset. Future deductibility is expected against anticipated assessable income from the Project once
in production.
F-16
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
| Section 4. |
Invested and working capital
|
| 4.1. |
Cash assets
|
| Dec 31, | June 30, | June 30, | ||||||||||
| 2025 |
2025
|
2024
|
||||||||||
| $’000 |
|
$’000
|
|
$’000
|
||||||||
|
Cash at bank
|
|
|
||||||||||
|
Short term deposits
|
|
|
||||||||||
|
Total cash assets
|
|
|
||||||||||
|
Cash flow reconciliation
|
||||||||||||
|
Reconciliation of net cash outflow from operating activities to operating loss after tax
|
||||||||||||
|
Loss for the period
|
( |
) |
(
|
)
|
(
|
)
|
||||||
|
Adjustments to reconcile profit to net cash flows:
|
||||||||||||
|
Depreciation
|
|
|
||||||||||
|
Exploration expenditure written-off
|
|
|
||||||||||
|
Share-based payments
|
|
|
||||||||||
|
Net foreign exchange differences - unrealized
|
( |
) |
(
|
)
|
(
|
)
|
||||||
|
Interest income
|
( |
) |
(
|
)
|
(
|
)
|
||||||
|
Interest expense
|
|
|
||||||||||
|
Change in assets and liabilities during the financial year:
|
||||||||||||
|
Decrease / (Increase) in trade and other receivables
|
( |
) |
|
(
|
)
|
|||||||
|
(Decrease) / increase in provisions and employee benefits
|
( |
) | ( |
) | ||||||||
|
Increase in accounts payable
|
(
|
)
|
|
|||||||||
| Interest paid |
( |
) | ( |
) | ||||||||
|
Net cash used in operating activities
|
( |
) |
(
|
)
|
(
|
)
|
||||||
Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term highly liquid deposits with a maturity
of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
F-17
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
| 4.2. |
Receivables
|
| Dec 31, | June 30, | June 30, | ||||||||||
| 2025 |
2025
|
2024
|
||||||||||
| |
|
$’000 |
|
$’000
|
|
$’000
|
||||||
|
Current
|
||||||||||||
|
Interest receivable
|
|
|
||||||||||
|
Other debtors
|
|
|
||||||||||
|
Prepayments
|
|
|
||||||||||
|
Total current trade and other receivables
|
|
|
||||||||||
|
Non-current
|
||||||||||||
|
Other debtors
|
|
|
||||||||||
|
Total non-current trade and other receivables
|
|
|
||||||||||
|
Total current and non-current trade and other receivables
|
|
|
||||||||||
Receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method less provision for impairment. Impairment
losses are recognized in the profit and loss.
| 4.3. |
Current assets - other
|
| Dec 31, | June 30, | June 30, | ||||||||||
| 2025 |
2025
|
2024
|
||||||||||
| $’000 |
|
$’000
|
|
$’000
|
||||||||
|
Current
|
||||||||||||
|
Prepayments
|
|
|
||||||||||
|
Total current other assets
|
|
|
||||||||||
| 4.4. |
Plant and equipment
|
| Dec 31, |
June 30, |
June 30, |
||||||||||
| 2025 |
2025 | 2024 | ||||||||||
| |
$’000 |
$’000 | $’000 | |||||||||
| Leasehold improvements - at cost |
||||||||||||
| Less accumulated depreciation |
( |
) | ||||||||||
| Total
leasehold improvements |
||||||||||||
|
Plant and equipment - at cost
|
|
|
||||||||||
|
Less accumulated depreciation
|
( |
) |
(
|
)
|
(
|
)
|
||||||
|
Total plant and equipment
|
|
|
||||||||||
|
Reconciliation of the movement
|
||||||||||||
|
Opening balance
|
|
|
||||||||||
|
Additions
|
|
|
||||||||||
|
Transfers in/(out)
|
||||||||||||
|
Depreciation expense
|
( |
) |
(
|
)
|
(
|
)
|
||||||
|
Closing balance
|
|
|
||||||||||
Tangible plant and equipment assets are stated at cost less accumulated depreciation and any impairment in value. Depreciation is calculated on a straight-line basis over the
useful life of the asset being between 1 -4 years .
F-18
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
An item of plant and equipment is derecognized upon disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the item) is included in the statement of comprehensive income in the period the item is derecognized.
At each reporting date, the Group assesses whether there is any
indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered
impaired and is written down to its recoverable amount. Recoverable amount is the greater of fair value less costs to sell and value in use.
| 4.5. |
Right of Use Asset
|
| Dec 31, | June 30, | June 30, | ||||||||||
| 2025 |
2025
|
2024
|
||||||||||
| |
$’000 |
|
$’000
|
|
$’000
|
|||||||
|
Premises - at cost
|
|
|
||||||||||
|
Less accumulated amortization
|
( |
) |
(
|
)
|
(
|
)
|
||||||
|
Total Right of Use Asset
|
|
|
||||||||||
|
Reconciliation of the movement
|
||||||||||||
|
Opening balance
|
|
|
||||||||||
|
Additions
|
|
|
||||||||||
|
Amortization expense
|
( |
) |
(
|
)
|
(
|
)
|
||||||
|
Foreign exchange translation difference
|
|
|
||||||||||
|
Closing balance
|
|
|
||||||||||
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at
cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred,
and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognized right-of-use assets
are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
| 4.6. |
Exploration and evaluation expenditure
|
Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest. Such expenditure comprises
net direct costs and an appropriate portion of related overhead expenditure but does not include general overheads or administrative expenditure not having a specific connection with a particular area of interest.
Exploration and evaluation costs in relation to separate areas of interest for which rights of tenure are current are brought to account in the year in
which they are incurred and carried forward provided that:
| • |
such costs are expected to be recouped through successful development and exploitation of the area, or alternatively through its sale; or
|
| • |
exploration and/or evaluation activities in the area have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves.
|
The types of costs recognized as exploration and evaluation assets include costs to acquire the legal rights to explore in the specific area and costs
incurred in respect of the search for mineral resources, determination of technical feasibility and the assessment of commercial viability of an identified resource, in accordance with IFRS 6.
F-19
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
A Final Investment Decision (FID) to develop the Project is expected to be made after considering the following key factors: required permits are in
place, engineering has reached construction ready status, adequate offtake agreements have been signed to underwrite any debt requirements, and the Project is funded through a mix of equity and debt. In order to attract funding, the
Project will need to demonstrate technical feasibility and commercial viability.
Once FID has been taken, all past and future exploration and evaluation assets in respect of the area of interest are tested for impairment and
transferred to the cost of development. To date, no development decision has been made.
The Directors assess at each reporting date whether there is an indication that an asset has been impaired and for exploration and evaluation costs
carried forward whether the above carry forward criteria are met. No indicator of impairment has been identified as at December 31, 2025.
When the above criteria do not apply or when the Directors assess that the carrying value may exceed the recoverable amount the accumulated costs in respect of areas of
interest are written off in the Statement of profit and loss and other comprehensive income.
| Dec 31, | June 30, | June 30, | ||||||||||
| 2025 |
2025
|
2024
|
||||||||||
| |
$’000 |
|
$’000
|
|
$’000
|
|||||||
|
Exploration and evaluation expenditure
|
|
|
||||||||||
|
Reconciliation of movement
|
||||||||||||
|
Opening balance
|
|
|
||||||||||
|
Additions - Rhyolite Ridge
|
|
|
||||||||||
|
Exploration expenditure - non core
|
|
|
||||||||||
|
Exploration expenditure - written off
|
(
|
)
|
(
|
)
|
||||||||
|
Carrying amount at the end of the period
|
|
|
||||||||||
The above amounts represent costs of areas of interest carried forward as an asset in accordance with the accounting policy described above. The ultimate
recoupment of exploration and evaluation expenditure in respect of an area of interest carried forward is dependent upon the discovery of commercially viable reserves and the successful development and exploitation of the respective areas
or alternatively sale of the underlying areas of interest for at least their carrying value. Amortization, in respect of the relevant area of interest, is not charged until a mining operation has commenced.
All exploration and evaluation costs carried forward relate in large part to the Rhyolite Ridge Lithium–Boron Project in Nevada, USA. Exploration and
evaluation expenditure on all other tenements owned by the Company has been fully impaired where applicable.
| 4.7. |
Non-current assets - other
|
| Dec 31, | June 30, | June 30, | ||||||||||
| 2025 |
2025
|
2024
|
||||||||||
| |
$’000 |
|
$’000
|
|
$’000
|
|||||||
|
Unamortized loan fees
|
|
|
||||||||||
The Company paid fees to establish a loan with the US Department of Energy. The fees will be amortized over the life of the loan. Amortization
begins after the first draw on said loan. The total loan amount is US$996 million (US$968 million in principal and US$28
million in capitalized interest during construction). The loan term is 20 years, and the interest rate is fixed from the
date of each advance for the term of the loan at the applicable long-dated U.S. Treasury rate.
F-20
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
| 4.8. |
Payables
|
| Dec 31, | June 30, |
June 30, |
||||||||||
| 2025 | 2025 | 2024 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
|
Current
|
||||||||||||
|
Trade creditors and other payables
|
|
|
||||||||||
|
Accrued expenses
|
|
|
||||||||||
|
Lease Liabilities
|
|
|
||||||||||
|
Total current payables
|
|
|
||||||||||
|
Non-current
|
||||||||||||
|
Lease Liabilities
|
|
|
||||||||||
|
Total non-current payables
|
|
|
||||||||||
|
Total current and non-current payables
|
|
|
||||||||||
All financial liabilities are recognized initially at fair value net of directly attributable transaction costs.
After initial measurement, financial liabilities are subsequently measured at amortized cost. Current payables, other than lease liabilities, due to their short-term nature are
measured at amortized cost and are not discounted.
The current payables, other than lease liabilities, are unsecured and are non-interest bearing generally on 30 -60 day terms. The carrying amounts approximate fair
value.
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments
include fixed payments (including in - substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease
payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The
variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not
readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
F-21
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
| 4.9. |
Borrowings
|
| Dec 31, | June 30, |
June 30, | ||||||||||
| 2025 | 2025 |
2024
|
||||||||||
| $’000 | $’000 |
|
$’000
|
|||||||||
|
Current
|
||||||||||||
|
Other current debt
|
|
|||||||||||
|
Total borrowings
|
|
|||||||||||
In the 2024
fiscal year, the current debt was comprised of an unsecured loan from Sibanye Stillwater Limited. In February 2025, the Company received notification that Sibanye Stillwater Limited had decided not to proceed with the Rhyolite Ridge
joint venture. In accordance with the strategic partnership unit purchase and subscription agreement, ioneer repaid the unsecured loan of $1,200 ,000
within 30 days following notification, and the agreement was terminated.
| 4.10. |
Provisions
|
Employee entitlements
| Dec 31, | June 30, | June 30, | ||||||||||
| 2025 |
2025
|
2024
|
||||||||||
| |
$’000 |
|
$’000
|
|
$’000
|
|||||||
|
Current
|
||||||||||||
|
Provision for employee benefits
|
|
|
||||||||||
|
Total provisions
|
|
|
||||||||||
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee
benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the
estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. Those cash flows are
discounted using market yields on high quality corporate bonds with terms to maturity that match the expected timing of cash flows.
F-22
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
| Section 5. |
Capital structure
|
| 5.1. |
Share capital
|
Ordinary shares
|
Dec 31,
2025
|
June 30,
2025
|
June 30,
2024
|
||||||||||
| $’000 |
|
$’000
|
|
$’000
|
||||||||
|
|
|
|
||||||||||
|
December 31
2025
|
June 30
2025
|
June 30
2024
|
December 31
2025
|
June 30
2025
|
June 30
2024
|
|||||||||||||||||||
| Number |
Number
|
Number
|
Number |
|
$’000
|
|
$’000
|
|||||||||||||||||
|
Reconciliation of movement:
|
||||||||||||||||||||||||
|
Balance at the beginning of the period
|
|
|
|
|
||||||||||||||||||||
|
Ordinary shares
|
|
|
|
|
||||||||||||||||||||
|
Ordinary shares non-cash
|
|
|
|
|
||||||||||||||||||||
|
Exercise of unlisted options (1)
|
|
|
|
|
||||||||||||||||||||
|
Performance rights vested (2)
|
|
|
|
|
||||||||||||||||||||
|
Share issue costs
|
- |
-
|
-
|
( |
) |
(
|
)
|
(
|
)
|
|||||||||||||||
|
Balance at the end of the period
|
|
|
|
|
||||||||||||||||||||
| (1) |
|
| (2) |
|
Ordinary shares are classified as equity. There are no restrictions on voting rights. On a show of hands every member present or by proxy shall have one vote and upon a poll each share shall have one vote. Where a member holds shares, which are not fully paid, the number of votes to which
that member is entitled on a poll in respect of those part paid shares shall be that fraction of one vote which the amount
paid up bears to the total issued price thereof. They have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the
number of and amounts paid up on shares held.
Incremental costs directly attributable to the issue of new shares, options or rights are shown in equity as a deduction from the proceeds.
Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term shareholder value and ensure that the Group can fund its
operations and continue as a going concern.
F-23
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
The Group is not subject to any externally imposed capital requirements.
During the six months ended 31 December 2025 the Company issued:
| • |
|
| • |
|
During the year ended 30 June 2025 the Company issued:
| • |
|
| • |
|
During the year ended 30 June 2024 the Company issued:
| • |
|
| • |
|
| • |
|
During the year ended 30 June 2023 the Company issued:
| • |
|
Share schemes
The Company has two share schemes in operation:
| • |
The Share Option Plan; and
|
| • |
The Equity Incentive Plan.
|
Under these plans ordinary shares have been granted to senior executives, employees and a number of consultants. Further details about the operation of these plans are set out in
note 7.3, Shared-based payments. The Equity Incentive Plan is capable of issuing both options and performance rights. The pre-existing Share Option Plan will be phased out as existing options are issued or expire.
| 5.2. |
Reserves
|
|
Dec 31,
2025
|
June 30,
2025
|
June 30,
2024
|
||||||||||
| $’000 |
|
$’000
|
|
$’000
|
||||||||
|
Equity compensation reserve
|
||||||||||||
|
Balance at the beginning of period
|
|
|
||||||||||
|
Share based payment expensed/capitalized
|
|
|
||||||||||
|
Fair value of unlisted options exercised
|
|
|
||||||||||
|
Fair value of performance rights vested
|
( |
) |
(
|
)
|
(
|
)
|
||||||
|
Balance at the end of the period
|
|
|
||||||||||
|
Foreign currency translation reserve
|
||||||||||||
|
Balance at the beginning of period
|
( |
) |
(
|
)
|
(
|
)
|
||||||
|
Foreign currency translation differences for foreign operations
|
(
|
)
|
(
|
)
|
||||||||
|
Balance at the end of the period
|
( |
) |
(
|
)
|
(
|
)
|
||||||
|
Total reserves
|
( |
) |
(
|
)
|
(
|
)
|
||||||
The equity compensation reserve is used to recognize the value of equity settled share-based payments provided to employees, directors and consultants. The
fair value of such compensation is measured using generally accepted valuation methodologies for pricing financial instruments, and incorporates all factors and assumptions that knowledgeable, willing market participants would consider in
setting the price. The fair value of instruments granted is recognized as an expense or capitalized if appropriate over the vesting period with a corresponding increase in equity.
The foreign currency translation reserve comprises all foreign exchange differences arising from the following:
| • |
The translation of the financial statements of foreign operations where the functional currency is different to the functional currency of the parent entity; and
|
| • |
Exchange differences arise on the translation of monetary items which form part of the net investment in the foreign operation.
|
|
Section 6.
|
Financial instruments
|
| 6.1. |
Classification and measurement
|
The carrying values of financial assets and liabilities of the Group approximate their fair value.
The Group measures and recognizes in the statement of financial position on a recurring basis certain assets and liabilities at fair value in accordance with IFRS 13 Fair value
measurement. The fair value must be estimated for recognition and measurement or for disclosure purposes in accordance with the following hierarchy:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as
prices) or indirectly (derived from prices); and
Level 3: Inputs for the asset or liabilities which are not based on observable market data (unobservable inputs).
F-24
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
The Group has no financial assets where the carrying amount exceeds net fair values at balance date. The Group’s receivables at balance date are detailed in Section 4.2 of this
report.
| 6.2. |
Financial risk management
|
Framework
The Group is involved in activities that expose it to a variety of financial risks including:
| a) |
Credit risk
|
| b) |
Liquidity risk
|
| c) |
Capital management risk
|
| d) |
Market risk related to commodity pricing, interest rates and currency fluctuations.
|
The Board of Directors has overall responsibility for the establishment and oversight of the financial risk management framework of the Group. Management is responsible for
monitoring the financial risks.
The objective of the financial risk management strategy is to minimize the impact of volatility in financial markets on financial performance, cash flows and shareholder returns.
This requires the identification and analysis of relevant financial risks and possible impact on the achievement of the Group’s objectives.
The Group does not undertake any hedging activities.
| a) |
Credit risk
|
Credit risk is the risk of sustaining a financial loss as a result of the default by a counterparty to make full and timely payments on transactions which have been executed,
after allowing for setoffs which are legally enforceable.
Credit risk arises from investments in cash and cash equivalents with banks and credit exposure to customers and/or suppliers. Receivables and cash and cash equivalents represent
the Group’s maximum exposure to credit risk.
There are no
| b) |
Liquidity risk
|
Liquidity risk is the risk that the Group will not have sufficient liquidity to meet its financial obligations as they fall due.
The Group manages liquidity risk by continually monitoring forecast and actual cash flows and matching maturity profiles of financial assets
and liabilities. Short and long-term cash flow projections are prepared periodically and submitted to the Board.
F-25
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
|
Less than 1
year
|
1-2 years
|
2-5 years
|
More than 5
years
|
Total
|
||||||||||||||||||||
|
Contractual cash flows
|
Note
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
||||||||||||||
| Consolidated – December 31 2025 | ||||||||||||||||||||||||
| Payables |
|
4.8
|
||||||||||||||||||||||
|
Lease Liabilities
|
|
4.8
|
||||||||||||||||||||||
| Borrowings |
|
4.9
|
||||||||||||||||||||||
|
Total
|
||||||||||||||||||||||||
|
Consolidated – June 30 2025
|
||||||||||||||||||||||||
|
Payables
|
4.8
|
|
|
|
|
|
||||||||||||||||||
|
Lease Liabilities
|
4.8
|
|
|
|
|
|
||||||||||||||||||
|
Borrowings
|
4.9 | |||||||||||||||||||||||
|
Total
|
|
|
|
|
|
|||||||||||||||||||
|
Consolidated – June 30 2024
|
||||||||||||||||||||||||
|
Payables
|
4.8
|
|
|
|
|
|
||||||||||||||||||
|
Lease Liabilities
|
4.8
|
|
|
|
|
|
||||||||||||||||||
| Borrowings |
4.9 |
|||||||||||||||||||||||
|
Total
|
|
|
|
|
|
|||||||||||||||||||
| c) |
Capital management risk
|
The overriding objective of the Group’s capital management strategy is to increase shareholder returns whilst maintaining the flexibility to
pursue the strategic initiatives within a prudent capital structure.
The primary objective of the capital management policy is to ensure the Group maintains a strong credit rating and appropriate capital ratios
to support the development of the Company’s assets.
The Company manages its capital structure and adjusts it in light of economic conditions.
| d) |
Market risk
|
The method and assumptions remain consistent with prior periods.
Foreign exchange risk
Foreign exchange risk arises from the commercial transactions and valuations of assets and liabilities that are denominated in a currency that
is not the entity’s functional currency.
The Group has monetary items, including financial assets, denominated in currencies other than the functional currency of the entity. These are
primarily US$ cash and intercompany loan balances in the holding company, which has an A$ functional currency.
These items are restated to A$ equivalent at each period end, and the associated gain or loss is taken to the income statement. The US$
equivalent of these FX balances is reported in the group income statement as the functional currency financial statements are translated to US$ reporting currency for group reporting purposes.
The Group operates in a predominantly USD environment. The majority of the Group’s financial position is managed and reported in US$. There
is a foreign exchange exposure where the Group holds financial assets and liabilities in A$. These positions are summarized in the table below.
F-26
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
|
Average rate for the
year ended December 31 |
Spot rate at the end of the
reporting period |
|||||||||||
|
Exchange rates applied during the year:
|
||||||||||||
|
AUD / USD
|
|
|
||||||||||
| Transition | Fiscal |
Fiscal |
||||||||||
|
2025
|
2025
|
2024
|
||||||||||
|
Financial instruments denominated in United States dollars
|
US$’000 | US$’000 |
US$’000 |
|||||||||
|
Financial assets
|
||||||||||||
|
Cash
|
|
|
||||||||||
|
Trade and other receivables
|
|
|
||||||||||
|
Financial liabilities
|
||||||||||||
|
Trade and other payables
|
( |
) |
(
|
)
|
(
|
)
|
||||||
|
Provisions
|
||||||||||||
|
Lease liabilities
|
( |
) |
(
|
)
|
(
|
)
|
||||||
An increase in the AUD:USD foreign exchange rate of 10% would result in a:
| • |
$
|
| • |
$
|
| • |
$
|
| • |
|
| • |
$
|
A decrease in the AUD:USD foreign exchange rate of 10% would result in:
| • |
$
|
| • |
$
|
| • |
$
|
| • |
|
| • |
$
|
Interest rate risk
The Company’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a
result of reasonable possible changes in the market interest rates arise in relation to the Company’s bank balances.
The Company does not engage in any hedging or derivative transactions to manage interest rate risk.
An increase of interest rates of 1% would result in $211,689 (June 30, 2025: $255,326 ) decrease in the
current financial period loss and an increase in interest income related to cash deposits. A decrease of interest rates of 1% would result in $211,689 (June 30, 2025: $255,326 ) increase in the
current financial period loss and a decrease in interest income related to cash deposits.
F-27
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
Commodity price risk
The Company is exposed to future commodity price risk. This risk arises from its activities directed at exploration and
development of mineral commodities. If commodity prices fall, the share price for companies exploring for these commodities is affected. The Company does not hedge its exposures.
|
Section 7.
|
Employee benefits and KPM disclosures
|
|
7.1.
|
Employee benefits expensed
|
|
6
months
ended
Dec 31,
2025
|
12
months
ended
June 30,
2025
|
12
months
ended
June 30,
2024
|
12
months
ended
June 30,
2023
|
||||||||||
|
$’000
|
$’000
|
$’000
|
$’000
|
||||||||||
|
Non-Executive Director fees
|
|
|
|
|
|||||||||
|
Executive Director fees2
|
|
|
|
|
|||||||||
|
Employee benefits expense
|
|
|
|
|
|||||||||
|
Share-based payments
|
|
|
|
|
|||||||||
|
Total employee benefit expense
|
|
|
|
|
| 7.2. |
Key management personnel disclosure
|
Key management personnel (KMP) comprised the following:
|
6
months
ended
Dec 31,
2025
|
12
months
ended
June 30,
2025
|
12
months
ended
June 30,
2024
|
12
months
ended
June 30,
2023
|
||||||||||
|
$’000
|
$’000
|
$’000
|
$’000
|
||||||||||
|
Salary and Short-term incentive
|
|
|
|
|
|||||||||
|
Post-employment benefits
|
|
|
|
|
|||||||||
|
Share-based payments
|
|
|
|
|
|||||||||
|
Total payments to KMP
|
|
|
|
|
|||||||||
Transactions with directors and KMP
With the exception of the disclosures within this note, no director or executive has entered into any material contracts
with the Group since the end of the previous financial year and there were no material contracts involving directors’ or executive interests existing at year end.
The Company has entered into indemnity deeds to indemnify executives of the Company against certain liabilities incurred
in the course of performing their duties.
| 7.3. |
Share-based payments
|
Share-based compensation is provided to employees via rights or options to acquire shares in the Company. As described in
note 5.1 Share capital, the Company has two share schemes in operation. Under these plans, options or
performance rights which may be converted into ordinary shares have been granted to non-executive directors, senior executives, employees and a number of consultants.
F-28
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
The cost of these equity-settled transactions is determined by reference to the fair value at the date at which they are granted. The fair
value of the options granted is determined using the Black & Scholes option pricing model. The fair value of the performance rights granted with time based hurdles is determined by using the 10 day Volume Weighted Average Price (VWAP) of the Company’s fully paid share capital, up to and including the date the
performance rights are granted, and for the performance based performance rights the fair value is determined by using a Monte Carlo model for the valuation of the performance rights subject to the relative performance
hurdle and for those rights subject to the business objectives, the valuation is equal to the value of the share price at grant date, multiplied by the number of shares anticipated to vest.
The cumulative expense recognized for equity-settled transactions at each reporting date reflects:
| i. |
the extent to which the vesting period has expired, and
|
| ii. |
the number of awards that, in the opinion of the directors of the Company, will ultimately vest.
|
This opinion is formed based on the best available information at balance date. Where an equity-settled award is cancelled, the estimate is
treated as if it had vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately.
Each plan is described in more detail below.
Equity Incentive Plan – established at the 2018 AGM
A new Equity Incentive Plan was established following the Annual General Meeting (AGM) held on October 31 2018. The purpose of the new Equity
Incentive Plan (“the Plan”) is to provide eligible persons the opportunity to participate in the growth and profits of the Company and to attract, motivate and retain their services to promote the Company’s long-term
success.
Under the terms of the Plan, the Board may at its discretion invite eligible persons to participate in a grant of awards. An award may be
either an option or performance right, to acquire a share in the capital of the Company in accordance with the Plan rules.
Options and rights issued under the terms and condition of the new ioneer Equity Incentive Plan are as follows:
|
Type
|
Key terms
|
Expiry Date
|
|
Options
|
||
|
Non-Executive
Directors
|
The options were issued at an exercise price equal to the VWAP for the Company’s shares over the
|
Tranche 2:
|
|
Performance rights – time-based
|
||
|
Retention on
Employment
|
Agreements with recruits including vesting after
Conditional on the achievement of continuing employment.
|
N/A
|
|
LTI grants
|
|
N/A
|
F-29
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
|
Type
|
Key terms
|
Expiry Date
|
|
Performance rights – performance-based
|
||
|
LTI grants
|
•
• The Board will employ discretion in assessing Project results and determining vesting of performance units; below, at or
above targets:
o HSE: Top quartile HSE & Community performance (compared to North American Mining Projects)
o Construction: Construction delivery compared to schedule at FID
o Ops Readiness: Operational and business readiness on track (recruiting, systems, training etc.)
o Cost Control: Project spend within margin established at FID
o Share price: INR shareholder return compared to competitors
• Unlike producing organizations with established operations that typically aim to deliver performance conditions tied to
anticipated revenues, production levels and growth objectives, ioneer has a single pre-production project with less certainty or control over key deliverables. Providing the Board with the discretion to assess the
extent of delivery, the importance/value of the various targets delivered (or not) allows the ability to balance shareholder expectations and KMP reward, motivation and retention.
• The Board will employ discretion in assessing Project results and determining the vesting of performance units; below, at or
above targets (up to
|
N/A
|
Key features include:
| • |
The Board may at its discretion make invitations to or grant awards to eligible persons.
|
| • |
Award means an option or a performance right to acquire a Share in the capital of the Company.
|
| • |
Eligible Persons include executive directors or executive officers of the Group, employees, contractors or consultants of the group or any other person.
|
| • |
A participant may not sell or assign awards.
|
| • |
Within
|
| • |
At any time during the exercise period a participant may exercise any or all their vested options by paying the exercise price.
|
Whilst there are a number of options and performance rights remaining on issue under the terms and conditions of previous
schemes, no further options or rights will be issued under these pre-existing schemes which are described below.
Share Option Plan
The Group established a Share Option Plan in 2010 (and reconfirmed it at the 2016 AGM) to assist in the attraction, retention and motivation of
KMP and in the retention of key consultants. Key features include:
F-30
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
| • |
Full or part time employees or consultants of the Group are eligible to participate.
|
| • |
Options issued pursuant to the plan will be issued free of charge.
|
| • |
Options are time based and there are no performance conditions.
|
| • |
Options cannot be transferred and are not quoted on the ASX.
|
| • |
Options expire if not exercised
|
| • |
The exercise price of the options, at grant date, shall be as the directors in their absolute discretion determine, provided the exercise price shall not be less than the weighted average of the last sale price of
the Company’s shares on ASX at the close of business on each of the
|
| • |
The directors may limit the total number of options which may be exercised under the plan in any year.
|
A summary of options and performance rights on issue is set out in note 5.1.
|
Number of
performance
rights
|
Weighted
average
exercise
price
|
Number of
performance
rights
|
Weighted
average
exercise
price
|
||||||||||
|
December 31,
2025
|
December 31,
2025
|
June 30,
2025
|
June 30,
2025
|
||||||||||
|
Outstanding at the beginning of the financial period
|
|
$
|
|
$
|
|||||||||
|
Granted
|
|
$
|
|
$
|
|||||||||
|
Vested
|
(
|
$
|
(
|
$
|
|||||||||
|
Lapsed
|
(
|
$
|
(
|
$
|
|||||||||
|
Outstanding at the end of the financial period
|
|
$
|
|
$
|
|
Section 8.
|
Group Structure
|
|
8.1
|
Controlled entities
|
|
2025
|
2024
|
2023
|
|||||||
|
Controlled entities of ioneer Ltd
|
Note |
Country of
incorporation
|
ownership
interest |
ownership
interest
|
ownership
interest
|
||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
F-31
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
|
Section 9.
|
Other disclosures
|
|
9.1
|
Capital and other commitments
|
|
Dec 31,
|
June 30, |
June 30, | ||||||||||
|
2025
|
2025
|
2024
|
||||||||||
| $’000 |
$’000
|
$’000
|
||||||||||
|
Payable within one year
|
||||||||||||
|
Water rights
|
|
|
||||||||||
|
Non-cancellable lease commitments
|
|
|
||||||||||
|
Exploration and evaluation expenditure commitments
|
|
|
||||||||||
|
Sub total
|
|
|
||||||||||
|
Payable after one year but not later than five years
|
||||||||||||
|
Water rights
|
|
|
||||||||||
|
Non-cancellable lease commitments
|
|
|
||||||||||
|
Exploration and evaluation expenditure commitments
|
|
|
||||||||||
|
Sub total
|
|
|
||||||||||
|
Payable later than five years
|
||||||||||||
|
Water rights
|
|
|
||||||||||
|
Non-cancellable operating lease rental commitments
|
|
|
||||||||||
|
Exploration and evaluation expenditure commitments
|
|
|
||||||||||
|
Sub total
|
|
|
||||||||||
|
Total commitments
|
|
|
||||||||||
Water rights
The Company has secured water rights via exclusive options to enter into long-term leases. In addition, there is an
option to purchase these water rights and associated land at any time at the Company’s sole election. This is a discretionary purchase and is excluded from the commitments disclosed above.
Non-cancellable lease commitments
Included within non-cancellable lease commitments is the lease of a neighboring property to the Rhyolite Ridge
Lithium-Boron Project. The Company has entered into an option agreement to purchase this property. The cost of this discretionary purchase is excluded from the commitments disclosed above.
Exploration license expenditure requirements
In order to maintain the Company’s tenements in good standing with the various mines departments and comply with the underlying option
agreements, the Company will be required to pay annual claim maintenance fees. It is likely that the granting of new licenses and changes in license areas at renewal or expiry will change the expenditure commitment to the
Company from time to time.
|
9.2
|
Contingent liabilities
|
Settlement of Rhyolite Ridge
The Company entered an option agreement to purchase Rhyolite Ridge from Boundary Peak Minerals LLC on June 3, 2016. The Company has made four progress payments to Boundary Peak under the agreement. A final payment will fall due following Board making a ‘decision to
mine’ the Rhyolite Ridge property. Once this decision is made, the Company is required under the terms of the contract to either:
F-32
Notes to the Consolidated Financial Statements
For the six months ended December 31 2025 and years ended June 30 2025, 2024 and 2023
| • |
Pay Boundary Peak LLC US$
|
| • |
Issue shares (or a mix of both shares and cash) to Boundary Peak LLC, to the equivalent of US$
|
At the date of this report the decision to mine has not yet been made by the Company.
There are no other known
contingent liabilities as at December 31, 2025.
|
9.3
|
Related Party disclosures
|
Non-key management personnel disclosures
The Group has a
related party relationship with its controlled entities, refer to note 8.1. The Company and its controlled entities engage in a variety of related party transactions in the ordinary course of business. These transactions are
conducted on normal terms and conditions.
Key management personnel disclosures
For all related party transactions with key management personnel, refer to note 7.2, Key management personnel
disclosures.
|
9.4
|
Events after reporting date
|
On 5 February 2026, Ioneer announced the issue of 400,000,000 new fully paid
ordinary shares at an issue price of A$0.18 (~US$0.13 ) per share by way of a -tranche placement
for gross proceeds of A$72 million (~US$50 million). The placement was strongly supported by new and existing shareholders and will be used to accelerate the development of Rhyolite Ridge including long
lead items and early works, to advance project readiness, fund environmental permitting expenses and commitments, pay other project costs and fund working capital, meet obligations under the closed DOE Loan and for general
corporate purposes.
Other than as mentioned above, in the period since 31 December 2025 and up to the date of this report, there has not been any other item,
transaction or event of a material and unusual nature likely in the opinion of directors, to substantially affect the operations of the Group, the results of those operations or the state of affairs of the Group in
subsequent financial years.
| ITEM 19. |
EXHIBITS
|
|
Exhibit
Number
|
Description
|
|
|
Constitution of ioneer Ltd (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form 20-F, filed on June 3, 2022)
|
||
|
Deposit Agreement among ioneer Ltd, The Bank of New York Mellon, and Owners and Holders of American Depositary Shares (incorporated by reference to Exhibit 2.1 to the Company’s
Registration Statement on Form 20-F, filed on June 3, 2022)
|
||
|
Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 2.1)
|
||
|
Description of Share Capital (incorporated by reference to Exhibit 2.3 to the Company’s Annual Report on Form 20-F, filed on October 21, 2022)
|
||
|
Loan Arrangement and Reimbursement Agreement, dated January 17, 2025, by and between ioneer Rhyolite Ridge LLC and United States Department of Energy (incorporated by reference to
Exhibit 4.1 to the Company’s Annual Report of Form 20-F, filed on October 22, 2025)
|
||
|
Sponsor Support, Share Retention and Subordination Agreement, dated January 17, 2025, by and among ioneer Ltd, ioneer Rhyolite Ridge LLC, United States Department of Energy, Citibank,
N.A. and other parties thereto (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 20-F, filed on October 22, 2025)
|
||
|
Mining Lease and Option to Purchase Agreement, dated June 3, 2016, by and among Boundary Peak Minerals LLC, Paradigm Minerals Arizona Corporation and the other parties thereto
(incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 20-F, filed on June 15, 2022)
|
||
|
Form of ioneer Ltd Employee and Consultant Share Option Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed on July 14, 2022).
|
||
|
Form of ioneer Ltd Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed on July 14, 2022).
|
||
|
List of Subsidiaries of ioneer Ltd (incorporated by reference to Exhibit 8.1 to the Company’s Registration Statement on Form 20-F, filed on June 3, 2022)
|
||
|
Trading Policy (incorporated by reference to Exhibit 11.1 to the Company’s Annual Report on Form 20-F, filed on October 22, 2024)
|
||
|
Section 302 Certification of Chief Executive Officer
|
||
|
Section 302 Certification of Chief Financial Officer
|
||
|
Section 906 Certification of Chief Executive Officer
|
||
|
Section 906 Certification of Chief Financial Officer
|
||
|
Consent of Ernst & Young
|
||
|
Consent of AtkinsRealis Canada Inc.
|
||
|
Consent of Independent Mining Consultants, Inc.
|
||
|
Consent of Westland Engineering & Environmental Services
|
||
|
Consent of NewFields Mining Design & Technical Services, LLC
|
||
|
Consent of Leonard Rice Consulting Water Engineers, Inc.
|
||
|
Consent of Piteau Associates
|
||
|
Consent of Geo-Logic Associates, Inc.
|
||
|
Consent of Chad Yeftich
|
||
|
Consent of Yoshio Nagai
|
||
|
April 2026 S-K 1300 Technical Report Summary
|
||
|
Clawback Policy (incorporated by reference to Exhibit 11.1 to the Company’s Annual Report on Form 20-F, filed on October 22, 2024)
|
||
|
101.1
|
The following financial statements from the Company’s Transition Report on Form 20-F for the six months ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Statements
of Profit or Loss and Other Comprehensive Income, (ii) Consolidated Statement of Financial Position, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated
Financial Statements, tagged as blocks of text and including detailed tags.
|
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
| + |
Certain confidential information contained in this document, marked by ***, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly
disclosed.
|
| * |
Filed herewith.
|
| ** |
Furnished herewith.
|
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing this transition report on Form 20-F and that it has duly caused and authorized the undersigned to sign this transition report
on Form 20-F filed on its behalf.
|
IONEER LTD
|
|||
|
By:
|
/s/ Bernard Rowe
|
||
|
Bernard Rowe
|
|||
|
Managing Director and Chief Executive Officer
|
|||
|
Date: April 29, 2026
|
|||
F-36
