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NEURIZER LTD — Interim / Quarterly Report 2025
Mar 12, 2026
65442_rns_2026-03-12_8c443f6d-c246-4650-8aa0-3ca396a64cec.pdf
Interim / Quarterly Report
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NeuRizer Ltd Interim Financial Report 31 December 2024
Interim Financial Report 31 December 2024
CONTENTS
Directors’ Report .............................................................................................................................. 3 Directors' Declaration. .................................................................................................................... 10 Auditor’s Independence Declaration .............................................................................................. 11 Financial Statements ....................................................................................................................... 12 Notes to the Financial Statements ................................................................................................. 16 Independent Auditor’s Report ........................................................................................................ 31 Corporate Directory ........................................................................................................................ 33
NeuRizer Ltd
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Interim Financial Report 31 December 2024
DIRECTORS' REPORT
NeuRizer Ltd is a public company incorporated and domiciled in Australia and listed on the Australian Securities Exchange (ASX). The directors present their report together with the financial statements of the consolidated entity, NeuRizer Ltd (“the Company” or “NeuRizer” or “NRZ”) and its controlled entities (“the Group”) for the half-year ended 31 December 2024.
Directors
The names of the Directors of the Company in office at any time during the half-year ended 31 December 2024 and up to the date of this report are:
-
Daniel Justyn Peters
-
Zheng Xiaojiang
-
Zhe Wang
-
Manyoo Han
-
Jordan Mehrtens (until 20 May 2025)
REVIEW OF OPERATIONS AND FINANCIAL RESULTS
The Group's principal activity during the half-year was advancing the development of its NeuRizer Urea Project (NRUP). A significant period has lapsed since the date to which this Interim Report relates. Whilst there have been no significant changes in the nature of the NRUP activities during the period, due to funding restrictions, groundwater monitoring and maintenance to keep the demonstration plant in operating condition, and cost optimisation work have been the primary activities undertaken in this six-month period. In addition to this work a large focus for the period was seeking to secure a strategic partner with sufficient funding to put the company on a sound financial footing.
The Company continues to progress with its commercialisation plans.
Finance and Corporate
The consolidated operating loss of the half-year to 31 December 2024 was $3,060,997 (2023: $799,100). Expenditure incurred primarily on the NRUP capitalised as exploration and evaluation expenditure was $3,823,008 (2023: (719,885)).
On 5 August 2024, the Company completed a private share placement, raising approximately $1.6 million.
Operating Activities
As noted above primary activities in the six months ended 31 December 2024 were in respect of the NRUP project. Further details are set out below as to the work undertaken and status of the project during the six months ended 31 December 2024. NeuRizer Urea Project
Stage 1
As set out in company updates to the ASX in January 2025 changes made to the Federal Environment Protection and Biodiversity Conservation Act 1999 Cth (EPBC Act) through the Nature Repair Bill 2023 and the Nature Repair (Consequential Amendments) Bill 2023 , both assented on 14 December 2023,
NeuRizer Ltd
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Interim Financial Report 31 December 2024
had a significant impact on the approval process for the Environmental Impact Study (EIS) required for Stage 1 of the NRUP project.
The consequences of these changes are that the ‘water trigger’ provisions of the EPBC Act now apply to ‘unconventional gas development’ and to the NRUP Stage 1. The Company was notified as is required under the new ‘water trigger’; that this requirement will apply to Stage 1 of the NRUP.
The company has been provided with the Terms of Reference guidelines, and in the six months ended 31 December 2024 progressed early responses to the guidelines. Since that time to the date of this report NRZ has completed most of the work and expects to lodge its response in the next few weeks. The company will then be provided with supplementary questions based on our response. The timeframes for this additional approval process are not legislated; as such, it is unclear what timelines will apply. In addition, the state and federal governments are currently negotiating which body will assess our responses to the guidelines.
Stage 2
During the period ended 31 December 2024, the Company continued to work with partner DL E&C Co Ltd (DL E&C, Daelim) via the Engineering, Procurement and Construction (EPC) contract, on cost optimisation. In December 2023, the Company received a version of the feasibility study report (one of the deliverables under the EPC contract) from DL E&C, which contains substantially higher costs than the initial BFS report received in March 2022. Consequently, the report received in March 2022 has not been accepted by NRZ.
In February 2024 it was agreed in principle with DL E&C that the contract for the NRUP will be broken into two parts, being an engineering and procurement contract (likely to be awarded to DL E&C if agreement as to cost is reached and a final investment decision is taken) and a construction and commissioning contract likely to be entered into directly between NRZ and a construction company of NRZ’s choosing, following a competitive bidding process.
DL E&C has agreed to provide NRZ with all material in its possession that may assist NRZ with this process, including certified quantities. Assuming a formal agreement is reached that reflects the foregoing, NRZ believes this approach will significantly reduce the overall cost and make it more demonstrably viable than under the cost estimates on which the December 2023 DL E&C report was based.
NRZ engaged a quantity surveyor in calendar year 2024 to assess the costs in the DL E&C report and assist further with cost optimisation. This work continued in the six-month period that is the subject of this report.
Power supply to the NRUP project
Previous modelling assumed the project would proceed on the basis that its power would come from the South Australian electricity grid rather than a syngas-fired power station constructed as part of the project. Since that time, the company has received an extremely competitive turnkey offer to build and commission a power plant at Leigh Creek.
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Interim Financial Report 31 December 2024
There is no certainty that a formal agreement will be reached that reflects the above matters, where progress has slowed as a consequence of funding restraints.
Significant events after the balance date (of 31 December 2024)
As noted, a significant period has lapsed since the date to which this Interim Report relates. Significant events occurring after 31 December 2024 and up to the date of this Directors Report include:
Funding and equity
-
On 22 January 2025, the Company completed a private share placement to raise $150,000.
-
On 17 February 2025, the Company completed a private share placement to raise $200,000.
Reliance Industries Limited (RIL)
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On 13 March 2026 NRZ and RIL signed two Letters of Award (LOAs), for two contracts with a combined value of AUD$13,000,000.
-
The LOAs are for the sale of the Plant and Equipment related to the demonstration plant (Plant Purchase Agreement), and the use of NRZs Underground Coal Gasification (UCG) technology (Technology Transfer Agreement).These contracts are part of a package of contracts that will enable NRZ to provide technical UCG consultancy services, using the demonstration plant from Leigh Creek to test the application of the technology on coal blocks in India.
-
The key terms of the two LOAs are:
Letter of Award for Technology Transfer Agreement (“LOA1”)
1.0 Key Terms and Conditions of LOA1:
All the terms and conditions of the LOA shall be subject to satisfactory and mutual agreement of the terms and conditions and signing of the Technology Transfer Agreement between Company and Contractor ( “Contract” ).
Contract as per rates and terms agreed under this LOA shall be effective from Effective Date as of this LOA. Contract on finalization and execution shall supersede this LOA.
- 2.0 Scope of Work:
The Scope of Work for this LOA shall be as per the Agreement.
- 3.0 Exclusivity:
NRZ will grant the exclusive use of NRZ IP in India.
4.0 Contract Price:
Contractor shall be compensated for transfer of Technology as per the Contract Price specified in the Contract. Total Contract Price shall be AUD 10,300,000 (Australian Dollars Ten Million Three Hundred Thousand ) exclude applicable GST and Withholding Tax.
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a. Agreement shall have following Milestone payments:
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i. Milestone 1: AUD 2,550,000 shall be paid against submission of Data and Documents within 15 days after receipt of the relevant correct invoice
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ii. Monthly Payments: AUD 516,667 shall be paid as Monthly payment for Fifteen months starting from March 2026.
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Interim Financial Report 31 December 2024
5.0 Price Validity:
The Contractor agrees and confirms that the Contract Price as agreed under the Contract is fixed and not subject to any escalation for whatsoever reason.
- ,
6.0 Effective Date:
The Effective Date of the Contract shall be 12[th] March 2026 .
Letter of Award for Plant Purchase Agreement (“LOA2”)
This LOA confirms Reliance Industries Limited’s (hereinafter referred to as “Company” ) award of purchase order to Leigh Creek Operations Pty Ltd (hereinafter referred to as “Contractor” ) pursuant to which Contractor will sell and Company will purchase the Plant subject to agreement on the following terms and conditions:
1.0 Terms and Conditions:
All the terms and conditions of the LOA shall be subject to satisfactory and mutual agreement of the terms and conditions and signing of the Plant Purchase Agreement between Company and Contractor ( “Agreement” ). The Draft Plant Purchase Agreement is enclosed as Attachment 1 to this LOA. The capitalized terms used herein but not defined shall have the meaning assigned to such term in the Agreement.
Agreement as per rates and terms agreed under this LOA shall be effective from Effective Date as per Sr. no. 8 of this LOA. Agreement on finalization and execution shall supersede this LOA.
It is clarified that the LOA Reference Number: MG7/40026162 may change at the time of execution of Agreement in Company’s SAP system and suitable amendment to the LOA / Agreement number will be issued accordingly in case of such change.
2.0 Scope of Work
The Scope of Work for this LOA shall be as per the Agreement.
3.0 Delivery Schedule:
Delivery Schedule shall be mutually agreed between the Parties.
4.0 Purchase Price:
Purchase Price shall be AUD 2,700,000; FOB Australian Port [ Australian Dollars Two Million Seven Hundred Thousand ] excluding applicable GST on importation of Plant, which shall be paid by Company. Company shall arrange for cargo clearance at port of entry in India.
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b. Agreement shall have following Milestone payments:
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iii. Milestone 1: Company has appointed a CVA for inspection of Plant. Post satisfactory report from CVA, Company will pay an amount of AUD 700,000; which is cost towards dismantling, packing forwarding, insurance and transportation from Contractor Works to Australian Port. This cost shall be adjusted by Company based on actual documentary evidence provided by Contractor to Company. The Milestone 3 shall be adjusted on the basis of actual cost incurred by Contractor from ex-works to FOB delivery.
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Interim Financial Report 31 December 2024
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iv. Milestone 2: AUD 1,000,000 will be paid after unloading of Plant at Chennai Port and Contractor providing necessary documentation to Company for completion of Milestone.
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v. Milestone 3: AUD 1,000,000 will be paid after receipt and confirmation of Plant by Company representative at the agreed Company site in India.
All the prices are on FOB Australian port (Incoterms 2020) as detailed in Draft Plant Purchase Agreement enclosed as Attachment 1 to this LOA.
- 5.0 Price Validity:
Contractor agrees and confirms that the Purchase Price as agreed under the Agreement are fixed, firm and not subject to any escalation for whatsoever reason.
- 6.0 Effective Date:
The Effective Date for the Agreement shall be 12[th] March 2026
-
NRZ has been working as a consultant with RIL on a monthly basis since June 2025 on the planning for the dismantlement of plant from the Leigh Creek Site, shipping of the demonstration plant to India, the construction and commissioning of the demonstration plant in India, the Underground Coal Gasification (UCG) process and its proposed application on coal blocks in India, and technical and operational requirements.
-
Similar to the demonstration plant at Leigh Creek, the purpose of the demonstration plant in India is to demonstrate the safe operation, the desired environmental outcomes, and the commercial production and quality of gas.
-
NRZ has been paid a total of AUD $5,099,980 over this 9-month period in respect of the consulting services that have been provided to date.
-
This amount is in addition to the funds to be received under the two LOAs with a combined value of AUD$13,000,000.
-
A further Technical Services Agreement (TSA), for NRZ to provide operational support for a UCG demonstration plant in India and to supplement the Plant Purchase Agreement and the Technology Transfer Agreement, remains in draft form.
-
With respect to NeuRizer’s entry into India, NeuRizer has entered into agreement with a company related to a former member of Key Management Personnel who now provides consultancy services to the Company (service provider), which requires NeuRizer to remunerate the service provider via a service fee of 5% of funds received, and the granting of 100m ordinary shares.
Daelim / DL (E&C)
- The negotiations between Daelim and NRZ remains in respect of the sums owing by NeuRizer to DL E&C remain ongoing.
Employees
- Over the period of the Interim report, in a cost-cutting measure, staff numbers were reduced from 26 people to 10.
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Interim Financial Report 31 December 2024
-
In the subsequent period, those numbers were reduced to 6 employees and contractors.
-
Following a period of a number of employees being paid at significantly reduced rates, employees have predominantly now received their deferred remuneration.
At the date of this report employ entitlements are up to date, with the exception of the remaining amounts owing to 3 staff, 2 former employees and 3 Directors, with agreement reached for the remaining amounts owing to be paid when funds are received from RIL.
Board composition and remuneration
-
Over the subsequent period since 31 December 2024, the company's non-executive directors have not been remunerated.
-
On 20 May 2025, Jordan Mehrtens ended her role as a Director and Company Secretary. On that date, the Executive Chairman Justyn Peters commenced as the acting Company Secretary.
Regulatory
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NRZ was suspended from quotation on 17 March 2025
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An application to ASIC for an extension to the period to hold an AGM was lodged and subsequently withdrawn.
-
The ASX has notified NRZ (as well as other companies) about the consequences of long-term suspension and NRZ was added to the long term suspended entities list on 17 July 2025.
Operational activities
-
The site manager's role at Leigh Creek has continued since the end of the interim reporting period ended 31 December 2024, and in October 2025, consultants were engaged to address the responses to the EIS guideline issues.
-
Groundwater monitoring has continued at the site.
-
The Groups principal activity has continued to be developing the NeuRizer Urea Project (NRUP). The group has focused heavily on securing our financial position to enable work on the NRUP to continue. The agreements with RIL have a significant positive impact on the NRUP as follows:
Decommissioning of Plant and Equipment at Leigh Creek
- The group is required to decommission (completed) and remove the Demonstration Plant from the Leigh Creek site. This removal process has been funded by RIL and provides a secondary use for the demonstration plant at an alternate sit, and enables NRZ to meet an important milestone with the South Australian Government. At the date of this report this process is in progress.
Groundwater Monitoring at site and the EIS process.
-
In accordance with the Group’s compliance requirements for our tenements at Leigh Creek, the Group is required to maintain groundwater monitoring and to monitor any environmental impacts of the UCG process at site.
-
The monitoring data is being used to meet Federal EIS guideline requirements and ensure compliance with the SA Government requirements.
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Interim Financial Report 31 December 2024
- The agreements with RIL provides the funding to deliver on these requirements, and NRZ has engaged the relevant consultants to undertake the work with NRZ employees. Water monitoring has continued subsequent to 31 December 2024.
The impact of RIL agreements on the NRUP project
-
The impact of the agreements with RIL is significant, enabling NRZ to comply with regulatory requirements and move forward with the EIS process for the NRUP. The funding also facilitates the group's progression at Leigh Creek with respect to dismantlement of the demonstration plant which was required to be removed and to earn income from the use of the technology developed.
-
NRZs focus is on working with RIL to complete the final contracts and to lodge all required overdue documents with the ASX.
AUDITOR'S INDEPENDENCE
Section 307C of the Corporations Act 2001 requires our auditors, Ernst & Young, to provide the Directors of NeuRizer with an Independence Declaration in relation to the review of the Half Year Financial Report. This Independence Declaration is made on page 11 and forms part of this Directors’ Report.
Dated at Adelaide this 13th day of March 2026 and signed in accordance with a resolution of the Directors.
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D J Peters
Executive Chairman
Dated this
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Interim Financial Report 31 December 2024
DIRECTORS' DECLARATION
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In the opinion of the Directors of NeuRizer Ltd:
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a. The consolidated financial statements and notes of the Company are in accordance with the Corporations Act 2001 , including:
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i. Giving a true and fair view of the financial position as at 31 December 2024 and of the performance of the Group for the half-year ended on that date; and
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ii. Complying with International Accounting Standard IAS 34 Interim Financial Reporting and the Corporations Regulations 2001 ; and
-
-
b. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable, subject to the outcomes required as set out in the Notes to the Financial Statements (see Note 4).
This declaration is made in accordance with a resolution of the Board of Directors.
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D J Peters
Executive Chairman
Dated this 13[th] day of March 2026
NeuRizer Ltd
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Ernst & Young 121 King William Street Adelaide SA 5000 Australia GPO Box 1271 Adelaide SA 5001
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Tel: +61 8 8417 1600 Fax: +61 8 8417 1775 ey.com/au
Auditor’s independence declaration to the directors of NeuRizer Ltd
As a lead auditor for the review of the half-year financial report of NeuRizer Ltd for the half-year ended 31 December 2024, I declare to the best of my knowledge and belief, there have been:
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a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review;
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b. No contraventions of any applicable code of professional conduct in relation to the review; and
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c. No non-audit services provided that contravene any applicable code of professional conduct in relation to the review.
This declaration is in respect of NeuRizer Ltd and the entities it controlled during the financial period.
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Ernst & Young
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L A Carr Partner 13 March 2026
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation
Interim Financial Report 31 December 2024
Consolidated statement of profit or loss and other comprehensive income for the half-year ended 31 December 2024
| Notes | 31 December 2024 $ 31 December 2023 $ |
|---|---|
| Other income Other expenses Depreciation of property, plant and equipment Employee benefits expense 12 Operating loss Finance income Finance costs Loss before income tax Income tax Loss for the year after income tax Total other comprehensive income Total comprehensive (loss) for the half-year Earnings per share Basic (cents per share) Diluted (cents per share) |
147,824 - (635,453) (856,531) (25,612) (7,123) (932,668) 260,507 |
| (1,445,909) (603,147) 6,415 15,347 (1,621,502) (211,300) |
|
| (3,060,997) (799,100) - - |
|
| (3,060,997) (799,100) |
|
| - - |
|
| (3,060,997) (799,100) |
|
| Cents Cents (0.13) (0.06) (0.13) (0.06) |
The accompanying notes form part of these financial statements.
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Interim Financial Report 31 December 2024
Consolidated statement of financial position as at 31 December 2024
| Notes | 31 December 2024 $ 30 June 2024 $ |
|---|---|
| Assets Current assets Cash assets Prepayments Total current assets Non-current assets Other financial assets Property, plant and equipment Exploration and evaluation expenditure 5 Right-of-use Asset Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Borrowings Employee entitlements Lease liabilities Other financial liabilities 11 Total current liabilities Non-current liabilities Borrowings Employee entitlements Lease liabilities Provision for restoration and make-good Total non-current liabilities Total liabilities Net assets Share capital 6 Share option reserve 7 Retained losses Total equity |
128,454 568,722 80,447 2,005 |
| 208,901 570,727 |
|
| 613,590 613,590 3,565,323 3,670,948 128,029,249 124,206,241 208,511 257,354 |
|
| 132,416,673 128,748,133 |
|
| 132,625,574 129,318,860 |
|
| 56,951,181 52,656,502 1,143,929 1,000,000 1,059,375 771,211 116,959 102,222 177,556 - |
|
| 59,449,000 54,529,935 |
|
| 407,561 885,637 37,726 170,020 54,773 119,757 595,000 595,000 |
|
| 1,095,060 1,770,414 |
|
| 60,544,060 56,300,349 |
|
| 72,081,514 73,018,511 |
|
| 165,270,977 163,312,969 16,700,785 16,534,793 (109,890,248) (106,829,251) |
|
| 72,081,514 73,018,511 |
The accompanying notes form part of these financial statements.
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Interim Financial Report 31 December 2024
Consolidated statement of changes in equity for the half-year ended 31 December 2024
| SHARE CAPITAL $ RETAINED LOSSES $ SHARE OPTION RESERVE $ TOTAL EQUITY $ |
||
|---|---|---|
| BALANCE 1 July 2024 Total comprehensive income Total profit or (loss) Other comprehensive income Total comprehensive loss Transactions with members in their capacity as owners: Issue of share capital (net of costs) Issue and valuation of share-based payments Total transactions with owners BALANCE AT 31 December 2024 |
163,312,969 (106,829,250) 16,534,793 73,018,511 - (3,060,997) - (3,060,997) - - - - |
|
| - (3,060,997) - (3,060,997) 1,958,008 - - 1,958,008 - - 165,992 165,992 |
||
| 1,958,008 - 165,992 2,124,000 |
||
| 165,270,977 (109,890,247) 16,700,785 72,081,514 |
||
| SHARE CAPITAL $ RETAINED LOSSES $ SHARE OPTION RESERVE $ TOTAL EQUITY $ |
||
| BALANCE 1 July 2023 Total comprehensive income Total profit or (loss) Other comprehensive income Total comprehensive loss Transactions with members in their capacity as owners: Issue of share capital (net of costs) Issue and valuation of share-based payments Total transactions with owners BALANCE AT 31 December 2023 |
157,405,054 (101,225,445) 16,574,201 72,753,810 - (799,100) - (799,100) - - - - |
|
| - (799,100) - (799,100) 3,681,063 - - 3,681,063 - - (599,446) (559,446) |
||
| 3,681,063 - (559,446) 3,121,617 |
||
| 161,086,117 (102,024,545) 15,974,755 75,076,327 |
The accompanying notes form part of these financial statements.
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Interim Financial Report 31 December 2024
Consolidated statement of cash flows for the half-year ended 31 December 2024
| 31 December 2024 $ 31 December 2023 $ |
|
|---|---|
| Operating activities Interest received Payments to suppliers and employees Net cash flows used in operating activities Investing activities Disposal/(Purchase) of property, plant & equipment Capitalised exploration costs Draw down from long-term bank deposits R&D rebates received Net cash flows used in investing activities Financing activities Issue of shares Share issue transaction costs Payments of borrowing costs Payment of principal of lease liabilities Net cash flows from financing activities Net change in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year |
6,415 15,347 (1,084,475) (1,975,973) |
| (1,078,060) (1,960,626) |
|
| 147,824 17,364 (631,210) (1,649,770) - 3 - 3,049,600 |
|
| (483,386) 1,417,201 |
|
| 1,564,270 2,722,389 (22,762) (247,251) (126,014) (2,290,817) (294,316) (8,074) |
|
| 1,121,178 176,246 |
|
| (440,268) (367,184) 568,722 1,211,663 |
|
| 128,454 844,479 |
The accompanying notes form part of these financial statements.
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Interim Financial Report 31 December 2024
1. Corporate Information
The interim consolidated financial statements of NeuRizer Ltd and its subsidiaries (the "Group") for the half-year ended 31 December 2024 were authorised for issue in accordance with a resolution of the directors on 13 March 2026. NeuRizer is a limited company incorporated and domiciled in Australia whose shares are publicly traded. The registered office is located at Level 5, 19 Grenfell Street, Adelaide SA 5000.
The Groups principal activity is developing the NeuRizer Urea Project (NRUP). The group has focused heavily on securing our financial position to enable work on the NRUP to continue. The agreements with RIL have a significant positive impact on the NRUP by the provision of funding to enable ground water monitoring for the EIS and removal of the demonstration plant to continue.
2. General information and statement of compliance
The interim consolidated financial statements of the Group have been prepared in accordance with Australian Accounting Standards (AAS) as issued by the Australian Accounting Standards Board (AASB). The statements have been prepared on an accrual basis and are based on historical costs, except for certain financial liabilities for which the fair value basis of accounting has been applied. The consolidated financial statements are presented in Australian dollars (AUD), which is also the functional currency of the parent and other entities within the Group, and rounded to the nearest dollar, except where otherwise indicated. The financial statements do not include all the information required in annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 30 June 2024 and any public announcements made by the Group during the half-year in accordance with continuous disclosure requirements arising under the Australia Securities Exchange Listing Rules and the Corporations Act 2001, as well as since the end of the interim reporting period and up to the date of signing of this financial report.
3. Changes in significant accounting policies
The financial statements have been prepared under the same accounting policies adopted in the Group's last annual financial statements for the year ended 30 June 2024. The accounting policies included in the Group's previous annual financial statements for the year ended 30 June 2024 are the relevant policies for comparatives. No new standards were adopted as at 1 July 2024 that had a significant impact. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
4. Going Concern
The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities, the realisation of assets and settlement of liabilities in the ordinary course of business, and at amounts stated in the financial report.
In the half-year that ended 31 December 2024, the Group incurred a loss of $3,060,997 (31 December 2023: $799,100) and had net operating and investing cash outflows of $1,561,446 (31 December 2023: $543,425). As at 31 December 2024, the Group had net assets of $72,081,514 (30 June 2024:
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Interim Financial Report 31 December 2024
$73,018,511) and its current liabilities exceeded its current assets by $59,240,099 (30 June 2024: $53,959,208).
At the end of February 2026 (the month-end prior to the finalisation of this interim financial report), the cash balance available to NRZ is $115,000.
The Directors, in their consideration of the appropriateness of the going concern basis for the preparation of the financial statements, have prepared a cash flow forecast through to June 2027, which considers cash outflows and the following factors that are necessary for the Group to be confident it has sufficient cash to continue as a going concern for at least 12 months from the date of signing of the financial report:
-
Successful conclusion of contractual negotiations with Reliance Industries Group (RIL) for the provision of underground coal gasification (UCG) services to RIL, including successful completion of the contracts that will supersede the letters of award discussed below.
-
Immediate short-term deferral of amounts due and payable in March 2026 to April 2026 (or beyond) is required
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Continuation of discussions and/or coming to an agreement on a payment plan with Daelim (DL E&C)
Further details on these matters are set out below.
Reliance Industries Limited (RIL)
The Company announced on 13 March 2026 a transaction between RIL and NRZ, where NRZ will transfer NRZ technology to RIL and also sell the plant and equipment related to the UCG demonstration plant at Leigh Creek to RIL.
The financial structure of these initial letters of award (LOAs) are as follows:
Technology Transfer Agreement (TTA) with a total contract price of AUD $10,300,000, comprising an upfront payment of AUD $2,550,000 (expected to be received early April 2026) and 15 monthly payments of AUD $516,667, commencing March 2026.
Plant Purchase Agreement (PPA) with a purchase price of AUD $2,700,000; for delivery and sale of the demonstration plant and equipment, payable in 3 milestones (AUD $700,000 for dismantling and transport following approval by a Certification and Verification Agency (CVA); AUD $1,000,000 upon unloading of Plant at Chennai Port, and AUD $1,000,000 will be paid upon receipt and confirmation of the Plant by the RIL representative at site in India.
Technical Services Agreement (in draft form) for NRZ to provide operational support for a UCG demonstration plant in India, to supplement the Plant Purchase Agreement and the Technology Transfer Agreement.
Both the TTA and PPA LOAs are subject to satisfactory and mutual agreement of the terms and conditions and signing of associated contracts that follow the LOAs.
The nature of the agreements with RIL means that for at least the next 18 months from the date of this report, the company’s outgoings will be covered, and no capital raise will be necessary if the key
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Interim Financial Report 31 December 2024
terms in the final contracts are in accordance with the LOAs, notwithstanding the matters described above regarding DL E&C.
The ability of the company to continue as a going concern assumes the signing of subsequent contracts with RIL on terms comparable to the LOAs.
Short term deferral of amounts payable in March 2026
Excluding amounts payable to Daelim (discussed further below) the amounts payable to creditors, employees and past employees at the date of this report primarily comprise employee entitlements (including backpay) and the monthly payment due to PremiAir for use of generators. Agreement has been reached prior to the date of this report with employees, former employees and PremiAir to whom amounts are due, for the deferral of payment of the outstanding amounts until the receipt of initial funds from RIL, expected in April 2026.
The ability of the company to continue as a going concern requires the deferral agreement with the counterparties to remain in place until amounts are received from RIL to enable settlement to occur.
Daelim (DL E&C)
Included in current liabilities is a total amount owing of USD 34,973,330/AUD 56,254,351 in respect of the Engineering, Procurement, Construction, and Commissioning (EPCC) contract with DL E&C, inclusive of USD 2,150,245/AUD 3,458,654 in interest. Of this amount, USD 19,384,130/AUD 31,179,234 has been invoiced and is considered due and payable by DL E&C, with the remaining amount accrued based on project status, but not yet invoiced in accordance with contract milestones. In accordance with the Group’s announcement on 5 February 2024, DL E&C confirmed via written correspondence to NRZ that the Group is not deemed to be in default in respect of the trade creditors and accruals balances outstanding (disclosed in Note 10), and NRZ will accrue interest on the amounts due after 31 January 2024 at the Secured Overnight Financing Rate +3% (this accrual of interest is continuing).
As of March 2026, NRZ and DL E&C are still in discussions regarding a way forward that is in the best interests of both parties. DL E&C are waiting for the completion of the agreements with RIL (refer below) so that both DL E&C and NRZ can have meaningful discussions on a resolution to the outstanding debt.
It is expected that the Group will enter into a payment agreement with DL E&C to pay the existing debt owing to Daelim over an as-yet-unspecified period, which may include interim payments being made over the course of the next 12 months from the date of this report if NRZ has capacity to pay. Discussions are continuing and DL E&C still retains the right to call the debt owed in respect of the outstanding trade creditors at any time. In that case, NRZ has mechanisms available under the contract to challenge and propose alternate courses of action.
The Group’s ability to continue as a going concern for at least 12 months from the date of this report requires the continuation of discussions or coming to an agreement on a payment plan for an agreed sum until such time as the Group has the financial capacity to repay the amounts owing, in whole or in part (as agreed with DL E&C). As of the date of this report, no payment arrangement has been
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reached, and the Group considers that the correspondence of 5 February 2024 remains valid, and that the Group is not deemed to be in default in respect of amounts owing to DL E&C.
Should the Group be unsuccessful in achieving the above matters 1) successful conclusion of contractual negotiations with RIL, 2) short term deferral of amounts owed in March 2026, and 3) reaching a payment plan with DL E&C which defers payment beyond 12 months of this report a material uncertainty would exist that may cast significant doubt on the ability of the Group to continue as a going concern and, therefore, whether it will realise its assets (including the exploration and evaluation assets in Note 5) and extinguish its liabilities in the normal course of business at the amounts stated in the financial statements.
The financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.
5. Exploration and Evaluation Expenditure
Exploration and evaluation expenditure incurred is accumulated with respect to each identifiable area of interest. These costs are only carried forward to the extent that the right of tenure is current, and those costs are expected to be recouped through the successful development of the area of interest (or by its sale). These costs are also carried forward where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves, and evaluation of the area and associated projects to enable the technically and commercially feasible recovery of resources are continuing. When a Final Investment Decision (FID) on a project or area of interest is made, the amounts will be transferred to assets under development.
| 6 months to 31 December 2024 $ 12 months to 30 June 2024 $ |
||
|---|---|---|
| Balance at opening Licence fees Costs capitalised for NRUP LessR&D tax concession rebates Total exploration and evaluation expenditure |
124,206,241 122,429,070 - 26,063 3,823,008 4,800,708 - (3,049,600) |
|
| 128,029,249 124,206,241 |
At 31 December 2024, the Group had $128,029,248 (30 June 2024: $124,206,241) capitalised in respect of its E&E assets. The Group incurred $3,823,008 (30 June 2024: net $1,777,171) in capitalised expenditure on the NRUP during the period. The large majority of costs capitalised in the period for the NRUP relate to the refinement of the Bankable Feasibility Study (BFS).
The Group has performed an assessment for indicators of impairment of the E&E assets in accordance with the requirements of AASB 6 and notes that:
- The Group continues to maintain its tenure over the area of interest (AOI); in this case, the Group continues to maintain Petroleum Exploration Licence 650, Petroleum Production
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Interim Financial Report 31 December 2024
Licence 269, Associated Activities Licence 292, Petroleum Retention Licence 247 and Gas Storage Exploration Licence 662. All these licences are related to the NRUP area of interest (AOI).
-
The AOI contains a quantified resource of 1,153PJ.
-
Notwithstanding the scaling back of expenditure in the short term, there remains significant Stage 1 and Stage 2 expenditure forecast beyond the immediate 12-month forecast period for the advancement of the Group’s NRUP to finalise the BFS and proceed to an investment decision. However, expenditure is being minimised in the short term due to the immediate funding constraints disclosed in Note 4.
-
As previously reported, the latest version of the NRUP feasibility study report received in December 2023 indicates significantly higher construction costs for Stage 2 of the project than forecast in the prior version. It has been agreed in principle with DL E&C that the contract for the NRUP will be broken into two parts: an engineering and procurement contract (likely to be awarded to Daelim if a cost agreement is reached and a final investment decision is taken) and a construction and commissioning contract likely to be directly between NRZ and a construction company of NRZ’s choosing, following a competitive bidding process. Daelim has agreed to provide NRZ with all material that may assist NRZ with this process, including certified quantities.
-
Assuming a formal agreement is reached, NRZ believes that this approach will significantly reduce the project's overall cost compared to the cost estimates on which the December 2023 Daelim Report was based.
-
NRZ also received cost estimates from an independent Quantity Surveyor (QS) in its final draft report in the second half of calendar year 2024, which indicated a significant reduction in construction costs from the December 2023 cost estimates. Whilst these costs are estimates based on the scope of work undertaken, the revised cost estimates obtained will form the basis for the Expression of Interest (EOI) tender process to identify suitable construction companies. Management and the Board consider that the information obtained provides sufficient data on the potential costs of construction and resultant rate of return for the project to proceed with the EOI tender process, once the Group’s funding position permits this work to be undertaken.
-
Daelim and NRZ have yet to reach an agreement on the period during which they are allowed to secure competitive pricing for the project’s construction and commissioning. Following completion of the EOI process, a revised final feasibility study report would reflect the revised project delivery methodology and costing. There is no certainty that a formal agreement reflecting the above matters will be reached, and further assessment will be undertaken when funding constraints ease. As set out in Notes 4 and 10, NeuRizer and DL E&C have yet to agree on the deferred payment terms or other arrangement with respect to the amounts owing under the contract with DL E&C to date.
-
Work is also proceeding on the preparation of the Environmental Impact Statement (EIS) for Stage 1 under the Environment Protection and Biodiversity Act 1999 (Cth) (EPBC Act) by the
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Interim Financial Report 31 December 2024
Federal Department of Climate Change, Energy, the Environment and Water. The Company has received guidelines for an Environmental Impact Statement (EIS) for Stage 1 from the Federal Government. The Company is still assessing the timeframe for submitting the final EIS and its subsequent assessment, which will impact the project timeline.
-
Given the ongoing work with respect to monitoring, progressing the EIS for Stage 1 (including responding to questions and undertaking surveys), assessments of cost estimates, as well as the key project decisions that remain under consideration, the Group considers it appropriate to continue carrying forward the carrying value of the NRUP project pending further evaluation and assessment in future periods.
-
In summary, and in specific reference to the impairment indicators of AASB 6:
-
All licences relating to the AOI remain current.
-
Substantive expenditure is planned, notwithstanding the scaling back of short-term spending and the focus on revised cost estimates and environmental approvals.
-
Cost estimates from the QS in 2024 (the latest information received) and the Company’s latest financial modelling based on that report support the position that the project is both feasible and viable.
Information currently available does not indicate that the E&E assets are not recoverable. In conclusion, no E&E impairment indicators have been triggered under AASB 6 as of 31 December 2024. However, it is noted that if the company is not able to secure funding to continue as a going concern and progress the project (refer Note 4), the E&E assets may not be recovered at their stated carrying values.
6. Issued Capital
Accounting policy – Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.
ORDINARY SHARES
Ordinary shares participate in dividends and the proceeds on winding up the parent entity in proportion to the number of shares held. At the shareholders' meeting, each ordinary share is entitled to one vote when a poll is called. Otherwise, each shareholder has one vote on a show of hands. All issued shares are fully paid. All unissued shares are ordinary shares of the Company. The issued capital below is net of any capital raising costs.
| 31 December | 30 June | |
|---|---|---|
| 2024 | 2024 | |
| Total issued capital (net of costs) ($) | 165,270,977 | 163,312,969 |
| Shares on issue (number of shares) | 2,964,860,691 | 1,902,430,650 |
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Interim Financial Report 31 December 2024
Additional shares were issued during the financial year relating to capital raising and other activities listed below.
DETAILED TABLE OF CAPITAL ISSUED DURING THE PERIOD
| Type of share issue | Date of issue | No' of ordinary shares on issue |
Issue price $ |
Share capital $ |
|---|---|---|---|---|
| Openingbalance 1 July2024 | 1,902,430,650 | 163,312,969 | ||
| Private Share Placement | 6/08/2024 | 202,719,951 | 0.002 | 405,440 |
| Private Share Placement | 8/08/2024 | 65,448,312 | 0.002 | 130,897 |
| Options exercise | 14/08/2024 | 510,426 | - | - |
| Options exercise | 21/08/2024 | 10,000,000 | - | - |
| Private Share Placement | 22/11/2024 | 531,053,852 | 0.002 | 1,062,108 |
| Share Issue – Prospectus | 22/11/2024 | 10,000 | - | - |
| Share Issue | 22/11/2024 | 98,000,000 | 0.002 | 196,000 |
| Options exercise | 26/11/2024 | 7,687,500 | - | - |
| Share Issue – EECP | 17/12/2024 | 147,000,000 | 163,564 | |
| Issued capital | 2,964,860,691 | 165,270,977 |
7. Reserves
ACCOUNTING POLICY - RESERVES
The share option reserve is used to recognise the fair value of options granted to employees, consultants and financiers but not exercised. Upon exercise of the options, the proceeds are allocated to share capital.
| $ | |
|---|---|
| Opening Balance 1 July 2024 Share options granted during the year Closing Balance 31 December 2024 |
16,534,793 165,992 |
| 16,700,785 |
A breakdown of the share option reserve at 31 December 2024 is as follows:
| No. of Unlisted Options on Issue |
Reserve $ | |
|---|---|---|
| Directors | 10,464,461 | 6,270,840 |
| Employees | 14,038,764 | 4,147,696 |
| Former employees | 10,000 | 480,303 |
| Other consultants and financiers | 19,838,693 | 5,801,946 |
| Total | 44,351,918 | 16,700,785 |
| (i) Number of options granted during the year Outstanding at the beginning of the year Forfeited Expired |
Weighted- average exercise price $0.17 - $0.27 |
|
| 31 December 2024 |
||
| 232,196,587 - (114,075,478) |
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Interim Financial Report 31 December 2024
| Granted Exercised Outstanding |
30,235,207 $0.00 (18,197,926) $0.00 |
|---|---|
| 130,158,390 $0.07 |
|
| 30 June 2024 Weighted- average exercise price |
|
| Outstanding at the beginning of the year Forfeited Expired Granted Exercised Outstanding |
159,327,428 $0,24 (1,860,000) $0.19 (15,000,000) $0.23 108,837,246 $0.06 (19,108,087) $0.00 |
| 232,196,587 $0.17 |
8. Related Party Transactions
There were no related party transactions during the period.
9. Earnings per Share
The basic earnings per share calculation at 31 December 2024 was based on the loss attributable to ordinary equity holders of $3,060,977 (2023: $799,100) and a weighted average number of ordinary shares outstanding during the 6 months of 2,269,503,150 (2023: 1,282,101,126).
The diluted loss per share calculation at 31 December 2024 is the same as the basic diluted loss per share. Per AASB 133 Earnings per share, as potential ordinary shares may result in a situation where their conversion decreases the loss per share, no dilutive effect has been considered. There were no dilutive potential ordinary shares in existence during the year (2023: none) as the Company's share options were anti-dilutive.
10. Stage 2 Contract with DL E&C Co., Ltd
In June 2021, the Company entered an Engineering, Procurement, Construction and Commissioning (EPCC) contract for a 1Mtpa urea production plant with DL E&C. Under this contract, DL E&C were managing the NRUP Bankable Feasibility Study (BFS) with Nexant ECA, and Front-End Engineering & Design (FEED) stages, ahead of a Final Investment Decision (FID).
In February 2024, it was agreed in principle with DL E&C that the contract for the NRUP will be broken into two parts, being an engineering and procurement contract (likely to be awarded to DL E&C if agreement as to cost is reached and a final investment decision is taken) and a construction and commissioning contract likely to be directly between NRZ and a construction company of NRZ’s choosing, following a competitive bidding process.
DL E&C has agreed to provide NRZ with all material in its possession that may assist NRZ with this process, including certified quantities. Assuming a formal agreement is reached that reflects the foregoing, NRZ believes that this approach will significantly reduce the overall cost of the project and render it more demonstrably viable than under the cost estimates on which the December 2023 DL Report was based.
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Interim Financial Report 31 December 2024
Initial services provided under the contract require total payments of USD 29,265,000/AUD 47,072,543 to DL, payable in four milestones, as follows:
-
1) 30% of the Services Fee, payable after the Company issued a Notice to Proceed on 2 August 2021, paid as at 31 December 2024.
-
2) 30% of the Services Fee to be invoiced on or after the first date on which the process design packages for both the ammonia (including sulphur recovery) plant and the urea plant comprised in the Works have been delivered to DL by the relevant Licensor. This amount is outstanding as at 31 December 2024 and recorded within Trade Creditors.
-
3) 15% of the Services Fee to be invoiced on or after the date Services Completion occurs, outstanding as at 31 December 2024 and recorded within Trade Creditors.
-
4) 25% of the Services Fee to be invoiced on or after the date that the Company's board of directors makes a FID on the NRUP, uninvoiced as at 31 December 2024, and recorded within Accruals.
The full value of initial services has now been provided. However, as an FID has not yet been made, milestone four has not been met, and the amount is not yet invoiced as at 31 December 2024 but recorded within accruals. The total amount not yet paid but owing for the Initial Services is USD 20,485,500/AUD 32,950,780.
In April 2022, the Company approved the appointment of ammonia and urea licensors for the NRUP. KBR delivered the Basic Engineering Design Package (BEDP) and Final Piping and Instrumentation Design for the NRUP. Under the contract with DL, following the appointment of the licensors, an additional USD 15,001,280/AUD 24,129,451 was payable, of which USD 6,214,880/AUD 9,996,590 was outstanding as at 31 December 2024, as follows:
-
1) 30% after the execution of the licensor contract, paid as at 31 December 2024.
-
2) 30% on delivery of the Process Flow Diagrams, for which the majority has been paid as at 31 December 2024, and the balance of USD 214,368/AUD 344,809 recorded within Trade Creditors.
-
3) 20% on delivery of the Piping and Instrument Diagram, outstanding as at 31 December 2024, and recorded within Trade Creditors.
-
4) 10% on delivery of the Draft BEDP, outstanding as at 31 December 2024, and recorded within Trade Creditors.
-
5) 10% on delivery of the Final BEDP, outstanding as at 31 December 2024, and recorded within Trade Creditors.
In addition to the above amounts owing in respect of Initial Services and other packages, the Company has also agreed to Interest charges of USD 2,150,245/AUD 3,458,654 accrued to 31 December 2024 (and which is continuing to accrue and is recorded in Accruals). The Company has continued to accrue interest charges since 31 January 2024 at the Secured Overnight Financing Rate +3% (annual), with total interest accrued to the end of February 2026 of USD 3,595,264/AUD 5,782,956. Additionally, there are Extension of Time amounts uninvoiced but accrued of USD 6,122,705/AUD 9,848,327 as at 31 December 2024.
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Interim Financial Report 31 December 2024
11. Energy Exploration Capital Partners (EECP)
December 2021 EECP Agreement
In December 2021, the Company entered into an Institutional Share Placement agreement with EECP. This financing agreement consists of payments of up to $20m in four tranches, the first three tranches totalling $15m to be drawn upon at the Company's discretion, with the fourth tranche of $5m, now reduced to a $1.8m, requiring subsequent agreement with EECP. A total of $15m has been drawn under the agreement between December 2021 and September 2022, with the fourth tranche partially drawn at $260,000 of $1,800,000.
A summary of the shares issued in settlement of outstanding subscription amounts (SAs) during the period is as follows:
| Date of issue | Number of shares issued |
Placement **Price1 ** |
Other Financial | **Fair Value2 ** |
|---|---|---|---|---|
| Liability | ||||
| 17 December 2024 | 147,000,000 | 147,000 | 147,000 | 220,500 |
| Half-year ended 31 December 2024 |
147,000,000 | 147,000 | 147,000 | 220,500 |
(1) The Placement Price of these shares was determined as 90% of the average of five daily VWAPs per share (selected by EECP) during the 20 trading days before receipt of a Settlement Notice.
(2) The difference between the balance of Other Financial Liability $147,000 and the Fair Value of $220,500 is recognised within finance costs in the statement of profit or loss and other comprehensive income.
| Funds received $ |
Expense/F VTPL $ |
Other Financial Liability movement $ |
Other Financial Liability balance $ |
|
|---|---|---|---|---|
| Opening balance 1 July 2024 | - | |||
| Funds received – 13 December 2024 | 260,000 | - | (260,000) | (260,000) |
| Issue of shares – 17 December 2024 | - | (73,500) | 147,000 | (113,000) |
| Adjustment to FV at 31 December 2024 | - | (64,556) | (64,556) | (64,556) |
| Half-year ended 31 December 2024 | 260,000 | (138,056) | (177,556) | (177,556) |
12. Employee remuneration
| Six months to 31 December 2024 $ 6 months to 31 December 2023 $ |
|
|---|---|
| Wage, salaries (inc. on costs) Superannuation Share-based payments Employee Provisions Total employee benefits expense |
572,927 1,234,363 37,879 151,681 165,992 (857,020) 155,870 (789,531) |
| 932,668 (260,507) |
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Interim Financial Report 31 December 2024
13. Matters subsequent to the end of the period
As noted, a significant period has lapsed since the date to which this Interim Report relates. Significant events occurring after 31 December 2024 and up to the date of this Directors Report include:
Funding and equity
-
On 22 January 2025, the Company completed a private share placement to raise $150,000.
-
On 17 February 2025, the Company completed a private share placement to raise $200,000.
Reliance Industries Limited (RIL)
-
On 13 March 2026 NRZ and RIL signed two Letters of Award (LOAs), for two contracts with a combined value of AUD$13,000,000.
-
The LOAs are for the sale of the Plant and Equipment related to the demonstration plant (Plant Purchase Agreement), and the use of NRZs Underground Coal Gasification (UCG) technology (Technology Transfer Agreement).These contracts are part of a package of contracts that will enable NRZ to provide technical UCG consultancy services, using the demonstration plant from Leigh Creek to test the application of the technology on coal blocks in India.
-
The key terms of the two LOAs are:
Letter of Award for Technology Transfer Agreement (“LOA1”)
- 7.0 Key Terms and Conditions of LOA1:
All the terms and conditions of the LOA shall be subject to satisfactory and mutual agreement of the terms and conditions and signing of the Technology Transfer Agreement between Company and Contractor ( “Contract” ).
Contract as per rates and terms agreed under this LOA shall be effective from Effective Date as of this LOA. Contract on finalization and execution shall supersede this LOA.
8.0 Scope of Work:
The Scope of Work for this LOA shall be as per the Agreement.
9.0 Exclusivity:
NRZ will grant the exclusive use of NRZ IP in India.
10.0 Contract Price:
Contractor shall be compensated for transfer of Technology as per the Contract Price specified in the Contract. Total Contract Price shall be AUD 10,300,000 (Australian Dollars Ten Million Three Hundred Thousand ) exclude applicable GST and Withholding Tax.
-
c. Agreement shall have following Milestone payments:
-
vi. Milestone 1: AUD 2,550,000 shall be paid against submission of Data and Documents within 15 days after receipt of the relevant correct invoice
-
vii. Monthly Payments: AUD 516,667 shall be paid as Monthly payment for Fifteen months starting from March 2026.
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Interim Financial Report 31 December 2024
11.0 Price Validity:
The Contractor agrees and confirms that the Contract Price as agreed under the Contract is fixed and not subject to any escalation for whatsoever reason.
- ,
12.0 Effective Date:
The Effective Date of the Contract shall be 12[th] March 2026 .
Letter of Award for Plant Purchase Agreement (“LOA2”)
This LOA confirms Reliance Industries Limited’s (hereinafter referred to as “Company” ) award of purchase order to Leigh Creek Operations Pty Ltd (hereinafter referred to as “Contractor” ) pursuant to which Contractor will sell and Company will purchase the Plant subject to agreement on the following terms and conditions:
7.0 Terms and Conditions:
All the terms and conditions of the LOA shall be subject to satisfactory and mutual agreement of the terms and conditions and signing of the Plant Purchase Agreement between Company and Contractor ( “Agreement” ). The Draft Plant Purchase Agreement is enclosed as Attachment 1 to this LOA. The capitalized terms used herein but not defined shall have the meaning assigned to such term in the Agreement.
Agreement as per rates and terms agreed under this LOA shall be effective from Effective Date as per Sr. no. 8 of this LOA. Agreement on finalization and execution shall supersede this LOA.
It is clarified that the LOA Reference Number: MG7/40026162 may change at the time of execution of Agreement in Company’s SAP system and suitable amendment to the LOA / Agreement number will be issued accordingly in case of such change.
8.0 Scope of Work
The Scope of Work for this LOA shall be as per the Agreement.
9.0 Delivery Schedule:
Delivery Schedule shall be mutually agreed between the Parties.
10.0 Purchase Price:
Purchase Price shall be AUD 2,700,000; FOB Australian Port [ Australian Dollars Two Million Seven Hundred Thousand ] excluding applicable GST on importation of Plant, which shall be paid by Company. Company shall arrange for cargo clearance at port of entry in India.
-
d. Agreement shall have following Milestone payments:
-
viii. Milestone 1: Company has appointed a CVA for inspection of Plant. Post satisfactory report from CVA, Company will pay an amount of AUD 700,000; which is cost towards dismantling, packing forwarding, insurance and transportation from Contractor Works to Australian Port. This cost shall be adjusted by Company based on actual documentary evidence provided by Contractor to Company. The Milestone 3 shall be adjusted on the basis of actual cost incurred by Contractor from ex-works to FOB delivery.
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Interim Financial Report 31 December 2024
-
ix. Milestone 2: AUD 1,000,000 will be paid after unloading of Plant at Chennai Port and Contractor providing necessary documentation to Company for completion of Milestone.
-
x. Milestone 3: AUD 1,000,000 will be paid after receipt and confirmation of Plant by Company representative at the agreed Company site in India.
All the prices are on FOB Australian port (Incoterms 2020) as detailed in Draft Plant Purchase Agreement enclosed as Attachment 1 to this LOA.
11.0 Price Validity:
Contractor agrees and confirms that the Purchase Price as agreed under the Agreement are fixed, firm and not subject to any escalation for whatsoever reason.
12.0 Effective Date:
The Effective Date for the Agreement shall be 12[th] March 2026
-
NRZ has been working as a consultant with RIL on a monthly basis since June 2025 on the planning for the dismantlement of plant from the Leigh Creek Site, shipping of the demonstration plant to India, the construction and commissioning of the demonstration plant in India, the Underground Coal Gasification (UCG) process and its proposed application on coal blocks in India, and technical and operational requirements.
-
Similar to the demonstration plant at Leigh Creek, the purpose of the demonstration plant in India is to demonstrate the safe operation, the desired environmental outcomes, and the commercial production and quality of gas.
-
NRZ has been paid a total of AUD $5,099,980 over this 9-month period in respect of the consulting services that have been provided to date.
-
This amount is in addition to the funds to be received under the two LOAs with a combined value of AUD$13,000,000.
-
A further Technical Services Agreement (TSA), for NRZ to provide operational support for a UCG demonstration plant in India and to supplement the Plant Purchase Agreement and the Technology Transfer Agreement, remains in draft form.
-
With respect to NeuRizer’s entry into India, NeuRizer has entered into agreement with a company related to a former member of Key Management Personnel who now provides consultancy services to the Company (service provider), which requires NeuRizer to remunerate the service provider via a service fee of 5% of funds received, and the granting of 100m ordinary shares.
Daelim / DL (E&C)
- The negotiations between Daelim and NRZ remains in respect of the sums owing by NeuRizer to DL E&C remain ongoing.
Employees
-
Over the period of the Interim report, in a cost-cutting measure, staff numbers were reduced from 26 people to 10.
-
In the subsequent period, those numbers were reduced to 6 employees and contractors.
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Interim Financial Report 31 December 2024
- Following a period of a number of employees being paid at significantly reduced rates, employees have predominantly now received their deferred remuneration.
At the date of this report employ entitlements are up to date, with the exception of the remaining amounts owing to 3 staff, 2 former employees and 3 Directors, with agreement reached for the remaining amounts owing to be paid when funds are received from RIL.
Board composition and remuneration
-
Over the subsequent period since 31 December 2024, the company's non-executive directors have not been remunerated.
-
On 20 May 2025, Jordan Mehrtens ended her role as a Director and Company Secretary. On that date, the Executive Chairman Justyn Peters commenced as the acting Company Secretary.
Regulatory
-
NRZ was suspended from quotation on 17 March 2025
-
An application to ASIC for an extension to the period to hold an AGM was lodged and subsequently withdrawn.
-
The ASX has notified NRZ (as well as other companies) about the consequences of long-term suspension and NRZ was added to the long term suspended entities list on 17 July 2025.
Operational activities
-
The site manager's role at Leigh Creek has continued since the end of the interim reporting period ended 31 December 2024, and in October 2025, consultants were engaged to address the responses to the EIS guideline issues.
-
Groundwater monitoring has continued at the site.
-
The Groups principal activity has continued to be developing the NeuRizer Urea Project (NRUP). The group has focused heavily on securing our financial position to enable work on the NRUP to continue. The agreements with RIL have a significant positive impact on the NRUP as follows:
Decommissioning of Plant and Equipment at Leigh Creek
- The group is required to decommission (completed) and remove the Demonstration Plant from the Leigh Creek site. This removal process has been funded by RIL and provides a secondary use for the demonstration plant at an alternate sit, and enables NRZ to meet an important milestone with the South Australian Government. At the date of this report this process is in progress.
Groundwater Monitoring at site and the EIS process.
-
In accordance with the Group’s compliance requirements for our tenements at Leigh Creek, the Group is required to maintain groundwater monitoring and to monitor any environmental impacts of the UCG process at site.
-
The monitoring data is being used to meet Federal EIS guideline requirements and ensure compliance with the SA Government requirements.
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Interim Financial Report 31 December 2024
- The agreements with RIL provides the funding to deliver on these requirements, and NRZ has engaged the relevant consultants to undertake the work with NRZ employees. Water monitoring has continued subsequent to 31 December 2024.
The impact of RIL agreements on the NRUP project
-
The impact of the agreements with RIL is significant, enabling NRZ to comply with regulatory requirements and move forward with the EIS process for the NRUP. The funding also facilitates the group's progression at Leigh Creek with respect to dismantlement of the demonstration plant which was required to be removed and to earn income from the use of the technology developed.
-
NRZs focus is on working with RIL to complete the final contracts and to lodge all required overdue documents with the ASX.
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==> picture [86 x 90] intentionally omitted <==
Ernst & Young 121 King William Street Adelaide SA 5000 Australia GPO Box 1271 Adelaide SA 5001
Tel: +61 8 8417 1600 Fax: +61 8 8417 1775 ey.com/au
Independent auditor’s review report to the members of NeuRizer Ltd
Conclusion
We have reviewed the accompanying half-year financial report of NeuRizer Ltd (the Company) and its subsidiaries (collectively the Group), which comprises the statement of financial position as at 31 December 2024, the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, explanatory notes and the directors’ declaration.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of the Group does not comply with the Corporations Act 2001 , including:
-
a. Giving a true and fair view of the consolidated financial position of the Group as at 31 December 2024 and of its consolidated financial performance for the half-year ended on that date; and
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b. Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
Basis for conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity (ASRE 2410). Our responsibilities are further described in the Auditor’s responsibilities for the review of the half-year financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants ( including Independence Standards) (the Code) that are relevant to reviews of the half-year financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
Material uncertainty related to going concern
We draw attention to Note 4 to the half-year financial report, which describes the principal conditions that raise doubt about the Group’s ability to continue as a going concern. These events or conditions indicate the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business at the amounts stated in the financial statements.
In addition, we draw your attention to Note 5 of the half year financial report which describes the quantum and nature of the Group’s capitalised exploration and evaluation expenditure as well as the current status of the NeuRizer Urea Project (NRUP). Should the company not be successful in achieving the desired funding outcomes, progress on the NRUP would not be achieved and the carrying value would become impaired.
Our conclusion is not modified in respect of these matters.
Directors’ responsibilities for the half-year financial report
The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation
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Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
Auditor’s responsibilities for the review of the half-year financial report
Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2024 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
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Ernst & Young
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L A Carr Partner Adelaide 13 March 2026
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation
Interim Financial Report 31 December 2024
CORPORATE DIRECTORY
Directors Registered Office & Principal Place of Business Daniel J Peters Level 5, 19 Grenfell Street Executive Chairman Adelaide, South Australia 5000 Company Secretary Zhe Wang Bankers Non-Executive Director Commonwealth Bank of Australia 96 King William Street Zheng Xiaojiang Adelaide, South Australia 5000 Non-Executive Director Auditors Manyoo Han Ernst & Young Non-Executive Director 12 King William Street Adelaide, South Australia 5000 Share Registrar Computershare Registry Services Pty Ltd Level 5, 115 Grenfell Street Adelaide, South Australia 5000 Investor enquiries: 1300 556 161 International: +61 3 9415 4000
NeuRizer Ltd
ABN 31 107 531 822 Phone +61 8 8132 9100
[email protected] www.neurizer.com.au
ASX Code
NRZ
NeuRizer Ltd
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