Stock-Based Compensation

6 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 8 – Stock-Based Compensation

Milestone Options

During the six months ended December 31, 2024, the Group did not grant any new milestone options to its employees

and no milestone options were forfeited.

The Company accelerated the recognition of the remaining expense for milestone options during the six months

ended December 31, 2024. The Group recognized $138,996 (inclusive of accelerated expense) and $267,605, as stock-

based compensation expense related to milestone options for the six months ended December 31, 2024, and December 31,

2023, respectively. No expense was recognized for the three months ended December 31, 2024. In November 2023,

3,000,000 milestone options were forfeited due to a leaver, resulting in the reversal of previously incurred expense during

the three months ended December 31, 2023. This resulted in no expense for milestone options during six months ended

December 31, 2023.

Restricted Stock Units

On August 6, 2024, the Group adopted the 2024 Incentive Award Plan (the “2024 Plan”). As of December 31, 2024,

the maximum number of shares of common stock that may be issued under the 2024 Plan was 1,600,000 shares.

The 2024 Plan, allows, among other things, for the grant of Restricted Stock Units (“RSUs”). On August 6, 2024, the

Group issued RSUs to certain eligible service providers, employees and executive officers (the “participants”) to provide

them an opportunity to participate in the growth and profits of the Group and to attract, motivate, and retain their services

to promote the long-term success of the Group.

On August 6, 2024, the Company granted 47,400 Restricted Stock Units (“Retention Awards”) to its employees in

Australia and U.S. The Retention Awards granted to Australian employees entitle them to CDIs representing 39,250 shares

of common stock (each CDI represents 1/200th of a share of common stock). Similarly, the Retention Awards granted to

U.S. employees entitle them to 8,150 shares of common stock. The vesting conditions state that all Retention Awards will

vest in full on December 31, 2025, provided the employee remain in service as of the vesting date. The fair value at grant

date of the Retention Awards was $21.73 per common stock and $0.109 per CDI.

On August 6, 2024, the Company also granted 795,000 Restricted Stock Units (“IPO Awards”) to its employees in

Australia and U.S. The IPO Awards granted to Australian employees entitle them to CDIs representing 620,000 shares of

common stock. Similarly, the IPO Awards granted to U.S. employees entitle them to 175,000 shares of common stock. The

IPO Awards will vest in following three tranches:

•Tranche 1 – 397,500 IPO Awards granted to Australian and U.S. employees will vest in full on July 3, 2027,

provided the employee remains in service as of the vesting date. The fair value at grant date of Tranche 1 was

$21.73 per common stock and $0.109 per CDI.

•Tranche 2 – 98,750 IPO Awards granted to Australian and U.S. employees will vest subject to the completion

of the Group’s Phase 1 Development Plan to establish first production of the Shenandoah South Pilot Project

and establish first production of 40 TJ/d measured by completion of the milestones (“Vesting Trigger

Conditions”). Full vesting of Tranche 2 may occur at any time between July 3, 2027, and July 3, 2029, should

the Vesting Trigger Conditions be satisfied, or unless otherwise determined by the Board of the Company. The

fair value at grant date of Tranche 2 was $21.73 per common stock and $0.109 per CDI.

•Tranche 3 – 298,750 IPO Awards granted to Australian and U.S. employees will vest subject to the Company’s

Total Shareholder Return (“TSR”) reaching or exceeding the 75th percentile of the Benchmark Index TSR

between July 3, 2027, and July 3, 2029. TSR will be measured against the S&P SmallCap 600 Energy (or any

other market index determined by the Board in their sole discretion) (“Benchmark Index”) over the same

performance measurement period. The fair value at grant date of Tranche 3 was $19.64 per common stock and

$0.098 per CDI.

The grant date fair value of the Tranche 3 RSUs were determined through the use of the Monte Carlo simulation

method. This method requires the use of subjective assumptions such as the price and the expected volatility of the

Company’s common stock and its self-determined peer group companies’ stock, risk free rate of return, and cross-

correlations between the Company and its peer group companies. Expected volatilities for the Company and each peer

company utilized in the model are estimated using a historical period consistent with the awards’ remaining performance

period as of the grant date. The risk-free interest rate is based on the yield on U.S. Treasury Constant Maturity for a term

consistent with the remaining performance period. The valuation model assumes dividends, if any, are immediately

reinvested.

The following table summarizes the assumptions used to calculate the grant date fair value of the Tranche 3 RSUs

granted on August 6, 2024:

Expected term for performance period (in years)	4.9
Expected volatility	74.6%
Risk-free interest rate	3.7%

The Retention Awards and IPO Awards entitle the participants to receive the equivalent value (in cash or shares of

common stock/CDIs) of dividends paid on shares of common stock and CDIs, respectively.

The RSUs are not transferable. There are no participation rights or entitlements inherent in the RSUs and the

participants will not be entitled to participate in new issues of capital offered to stockholders or holders of CDIs.

If the Company makes a bonus issue of common stock, CDIs, or other securities to existing stockholders or holders

of CDIs (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of

shares of common stock or CDIs that must be issued on the exercise of a Retention Award or IPO Award, respectively, will

be increased by the number of shares of common stock or CDIs that the participant would have received if the participant

had exercised the RSUs before the record date for the bonus issue.

The following table presents the stock-based compensation costs recognized related to our RSUs for the three months

and six months ended December 31, 2024:

	Three months ended December 31, 2024
	Stock-Based Compensation Cost Incurred	Remaining costs to recognize, if all vesting conditions are met	Weighted average remaining contractual term (in years)
IPO Awards (Tranche 1)	$748,273	$7,433,931	2.5
IPO Awards (Tranche 2)	$185,892	$1,846,794	2.5
IPO Awards (Tranche 3)	$508,291	$5,049,764	2.5
Retention Awards	$184,718	$732,847	1.0
Total Cost Incurred	$1,627,174	$15,063,336
Total Stock Compensation Costs Capitalized	899,092
Total Stock Compensation Costs Expensed	$728,082
Total Cost Incurred	$1,627,174

	Six months ended December 31, 2024
	Stock-Based Compensation Cost Incurred	Remaining costs to recognize, if all vesting conditions are met	Weighted average remaining contractual term (in years)
IPO Awards (Tranche 1)	$1,203,744	$7,433,931	2.5
IPO Awards (Tranche 2)	$299,043	$1,846,794	2.5
IPO Awards (Tranche 3)	$817,686	$5,049,764	2.5
Retention Awards	$297,155	$732,847	1.0
Total Cost Incurred	$2,617,628	$15,063,336
Total Stock Compensation Costs Capitalized	899,092
Total Stock Compensation Costs Expensed	$1,718,536
Total Cost Incurred	$2,617,628