Montague Capital Secures Majority Stake in Oakridge International by Exercising Nearly 5 Million Options

Montague Capital Raises Oakridge International Stake Above 50% Through Option Exercise

According to the substantial holder notice signed by director Con Unerkov and dated 2 July 2026, Montague Capital Pty Ltd exercised 4,999,943 options on 30 June 2026. The total consideration paid was $349,996, implying an approximate exercise price of $0.07 per option, although the notice did not explicitly disclose the per-option price.

Before this transaction, Montague Capital held 11,898,496 ordinary shares, equating to 44.07% voting power. After converting the options into ordinary shares, its total shareholding rose to 16,898,439 shares, increasing its voting power to 52.81%. Crossing the 50% mark is a significant milestone, granting majority voting control over ordinary shareholder resolutions at Oakridge International.

Details of the $349,996 Option Exercise Leading to Majority Control

The conversion of 4,999,943 options at a total cost of $349,996 enabled Montague Capital to secure majority ownership. This mechanism, where a substantial holder converts derivative securities into equity, is a common strategy for consolidating control without acquiring shares on the open market or initiating a formal takeover bid.

Whether this option exercise triggered a mandatory takeover bid under Chapter 6 of the Corporations Act 2001 depends on factors such as whether the options were issued under shareholder-approved arrangements and applicable exemptions. The notice does not clarify this, and investors may need to review prior shareholder resolutions or seek independent advice. No further details about the original option terms were provided.

Con Unerkov’s Dual Role as Director and Substantial Holder

Con Unerkov is identified alongside Montague Capital Pty Ltd as a substantial holder and signed the notice in his capacity as director. This dual role is typical in smaller ASX-listed companies where founders or early investors often hold board positions and significant shareholdings simultaneously.

Both Montague Capital Pty Ltd and Con Unerkov share the address PO Box 1171, North Adelaide SA 5006, indicating a South Australian base. Montague Capital Pty Ltd holds ACN 670 755 889. The notice recorded "N/A" in the changes in association section, indicating no new associates were identified in relation to this transaction.

First Substantial Holder Update in Nearly Two Years

The prior substantial holder notice was lodged on 21 June 2024, making this the first update to Montague Capital’s disclosed position in approximately two years. During this period, its stake remained at 44.07%, substantial but below majority control.

This two-year interval aligns with legal disclosure requirements under the Corporations Act, which mandate a new notice only if voting power changes by 1% or more. Montague Capital’s holding remained stable until the recent option exercise pushed it above 52%.

Implied Total Shares Outstanding Based on Voting Power

Montague Capital’s 16,898,439 shares represent 52.81% of voting rights, implying Oakridge International’s total voting shares are approximately 31,994,000. The company did not disclose the exact issued capital in this notice. Investors should consult the latest annual report or Appendix 3B filings for precise figures.

The relatively modest size of the share register, with a majority holder owning fewer than 17 million shares, reflects Oakridge International’s status as a micro-cap or early-stage ASX-listed company. The $349,996 consideration for the options further highlights the transaction’s modest monetary scale despite its significant governance impact.

Implications of Majority Voting Power for Oakridge International Shareholders

With over 50% voting control, Montague Capital can unilaterally pass ordinary resolutions at shareholder meetings, including director elections, remuneration approvals, and certain share issuances. This marks a substantial increase from its previous 44.07% position, where it was influential but not decisive alone.

Minority shareholders may have concerns regarding board composition, related-party dealings, and strategic direction following this shift. While majority ownership does not guarantee privatization or restructuring, it centralizes decision-making power. Minority protections under the Corporations Act remain in place, including safeguards against oppressive conduct and requirements for special resolutions (75% approval) for major structural changes such as share capital alterations or constitutional amendments.

No Changes to Associate Relationships Reported

The notice’s changes in association section returned "N/A," indicating no new or altered associate relationships related to Montague Capital were disclosed. This suggests the option exercise was straightforward, involving only Montague Capital converting its own options without third-party interests emerging.

Regulatory Disclosure Under Corporations Act 2001

The notice was lodged under Section 671B of the Corporations Act 2001, which requires holders of 5% or more voting power to notify the company and exchange within two business days of any movement of 1% or more in voting power. The notice was signed on 2 July 2026, two days after the option exercise date, consistent with regulatory timelines.

The use of Form 604 and references to the Corporations Act indicate this is a mandatory regulatory disclosure, ensuring market participants receive timely information on significant ownership changes, supporting ASX’s commitment to transparency.

Share Price Reaction and Future Monitoring

The immediate impact on Oakridge International’s share price was not publicly available. Investors and analysts will likely monitor whether Montague Capital plans to further increase its stake, maintain its current holding, or undertake corporate actions affecting the company’s structure or strategy.

Key developments to watch include upcoming general meetings where Montague Capital’s majority voting power may be exercised, announcements on business operations or capital needs, and any remaining unexercised options. The company has not provided forward guidance or management commentary related to this substantial holder notice, so investors should consider this development alongside broader operational and financial disclosures as they emerge.