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On 1 July 2026, Clever Culture Systems Limited (ASX:CC5) issued 16 million unlisted options with an exercise price of $0.033 and an expiry date of 30 June 2028. These options were granted as partial consideration for a short-term capital/">working capital financing facility. The options are not intended for ASX quotation. This issuance reflects the company's proactive approach to managing near-term liquidity requirements and forms part of a broader securities transaction initially announced on 29 June 2026. Market participants will be closely observing how this facility supports the company’s operational funding in the coming months.
Key Points
- Issuer: Clever Culture Systems Limited (ASX:CC5)
- Issued 16,000,000 unlisted options on 1 July 2026, expiring 30 June 2028 with a $0.033 exercise price
- Options provided as partial payment for a short-term working capital financing facility without cash consideration
- New unquoted securities class; options are not intended to be listed on ASX
- Options convert into CC5 ordinary fully paid shares upon exercise
- Total quoted ordinary shares outstanding: 2,179,622,833 post-transaction
- Investors should monitor updates on the facility’s terms and any effects on the company’s cash flow or capital structure
Clever Culture Systems Announces 16 Million Unlisted Options Issued on 1 July 2026
Clever Culture Systems Limited officially disclosed the issuance of 16 million unlisted options on 1 July 2026 through an Appendix 3G filing with the ASX. These options carry a $0.033 exercise price and expire on 30 June 2028, giving holders a two-year period to convert them into ordinary fully paid shares of CC5.
The options constitute a new class of unquoted securities, with the ASX security code yet to be assigned. The company confirmed these options will not be traded on the ASX, aligning with their use as non-cash compensation in financing arrangements.
Options Issued as Non-Cash Consideration for Working Capital Financing
The 16 million options were issued without cash payment, serving as partial compensation for a short-term working capital financing facility. This arrangement indicates that a financing party provided CC5 with working capital access and received options as part of their remuneration instead of, or alongside, cash fees or interest.
Such financing facilities are common among smaller listed companies to address operational funding needs without immediate shareholder dilution through direct share placements. Details regarding the facility’s size, drawdown rights, interest rates, fees, or the financing party’s identity were not disclosed.
Exercise Price Context Within CC5’s Existing Unquoted Options
The $0.033 exercise price of the new options is positioned towards the higher end of CC5’s existing unquoted option exercise prices. Existing classes include options with exercise prices ranging from $0.014 (expiring December 2027) to $0.05 (expiring March 2027). The new options’ price is just below the $0.034 options expiring June 2028 and well above the lower-priced classes.
This pricing is significant because options become economically attractive to exercise only if the company’s share price exceeds the exercise price. The immediate impact on the share price was not publicly available at the time of reporting.
Prior Notification via 29 June 2026 Appendix 3B Filing
The 1 July 2026 Appendix 3G filing completes a transaction initially announced on 29 June 2026 through an Appendix 3B titled "New - Proposed issue of securities - CC5." That earlier filing indicated the forthcoming securities issuance that corresponds to the confirmed option grant.
The company stated there are no further securities issuances pending to complete this transaction, confirming that the single tranche of 16 million options fully satisfies the previously notified arrangement.
Unquoted Securities Register Following the Option Issue
Post-issuance, the Appendix 3G details CC5’s unquoted securities register, which now includes:
- 4,450,000 options across various expiry dates and prices (CC5AI)
- 7,500,000 options expiring 23 March 2027 at $0.05 (CC5AAD)
- 9,600,000 options expiring 23 June 2028 at $0.034 (CC5AB)
- 11,500,000 options expiring 22 May 2027 at $0.025 (CC5AAK)
- 80,000,000 options expiring 10 December 2028 at $0.024 (CC5AAG)
- 10,000,000 performance rights (CC5AAH)
- 8,442,858 options expiring 10 December 2027 at $0.014 (CC5AAI)
- 16,000,000 newly issued options (new class)
Excluding performance rights, total unquoted options now exceed 137 million. This substantial options overhang is closely monitored by shareholders due to potential dilution from option exercises. The performance rights also represent possible future dilution contingent on performance conditions, which were not disclosed.
Ordinary Shares Outstanding Surpass 2.17 Billion After Transaction
The company’s quoted ordinary fully paid shares total 2,179,622,833 following this transaction, as recorded in the Appendix 3G. This figure reflects existing share capital and is unaffected by the issuance of unquoted options, which only convert to shares upon exercise.
The current share count reflects previous equity raises and placements. Should all unquoted options be exercised, the total share count would increase significantly, although exercise depends on market conditions and share price relative to exercise prices.
Implications of the Working Capital Facility for Near-Term Financial Management
The use of a short-term working capital financing facility, compensated partly through option grants, indicates active liquidity management by Clever Culture Systems. Such facilities are typical for smaller companies in growth phases where operational cash flows may not cover expenses fully.
Granting options as partial payment reduces immediate cash outflows compared to traditional interest-bearing loans but introduces potential dilution if options are exercised. The company has not disclosed the facility’s size, duration, or financier identity. Shareholders should look for further disclosures in upcoming reports.
Two-Year Expiry Period and Conversion Terms for New Options
The options expire on 30 June 2028, allowing holders approximately two years from the issue date to exercise. Each option converts to one fully paid CC5 share at $0.033. Full exercise of all 16 million options would raise about $528,000 before costs. However, exercise depends on the share price exceeding the exercise price at the time.
This expiry period aligns with the 9,600,000 CC5AB options expiring 23 June 2028 at $0.034, creating a cluster of options with similar maturities but slightly different exercise prices, which investors will monitor for dilution risk.
ASX Regulatory Compliance and Listing Rule 6.1 Approval
The Appendix 3G confirms ASX approval under Listing Rule 6.1 for the terms of the new options, ensuring fairness and appropriateness of exercise price and expiry date. No ISIN code was assigned yet, typical for new unquoted securities during early registry processing.
Investor Considerations Following the Option Issuance
Investors should watch for further announcements on the working capital facility’s drawdowns, repayment terms, and financier identity. Additionally, the assignment of an ASX security code to the new option class will complete its administrative registration.
Shareholders will also focus on upcoming quarterly cash flow and activity reports to gauge operational cash status and facility utilization. Monitoring CC5’s share price relative to various option exercise prices, especially the new $0.033 class, will be important for assessing dilution risks ahead of the June 2028 expiry dates.
