ActivePort Group to Issue 22 Million Options to Joint Lead Managers in Connection with July 2026 Capital Raise

Capital Raising Background and Joint Lead Manager Fee Structure

ActivePort Group Ltd has structured compensation for the Joint Lead Managers assisting with the capital raising announced on 24 July 2026 to include equity instruments. Instead of paying fees entirely in cash, the company is issuing options as partial consideration. This strategy helps conserve cash while aligning the interests of the lead managers with shareholders by providing them with equity exposure tied to the company’s future share price performance.

The issuance of 22 million options reflects ActivePort Group’s commitment to compensating Joint Lead Managers for their role in structuring and executing the capital raise. With an exercise price set at $0.02 per share, these options provide lead managers a potential upside if the company’s share price exceeds this level within the three-year term.

Details and Valuation of the 22 Million Option Placement

The options, identified by the ASX code ATVAN, belong to an existing class of securities previously issued by ActivePort Group. Each option will expire on 30 November 2028, allowing a three-year period for exercise. The exercise price remains fixed at $0.02 throughout the option’s life.

The AUD valuation assigned to each option is $0.001000, valuing the entire placement at approximately $22,000. This valuation represents the fair value of the options as partial compensation for capital raising services. Notably, these options will not rank equally in all respects with existing options in the same class, indicating differing terms or conditions.

Shareholder Approval Process and Timeline

The proposed option issue requires shareholder approval under ASX Listing Rule 7.1. ActivePort Group has scheduled a shareholder meeting for 30 September 2026, coinciding with the proposed issue date. The company intends to secure shareholder consent on that day before issuing the options, ensuring compliance with ASX regulations and providing shareholders the opportunity to vote.

As of the announcement date, shareholder approval has not yet been obtained. The approval determination is expected on 30 September 2026, aligning with the shareholder meeting. Investors should note this timing and monitor the approval outcome closely.

Exclusion of Related Party Participation in the Placement

The company confirms that no related parties, as defined by ASX Listing Rule 10.11, are participating in this option issuance. This rule covers directors, substantial shareholders, and other influential persons within the company. The absence of related party involvement indicates the transaction is strictly with external Joint Lead Managers for capital raising services.

This arm’s length transaction structure reassures investors that the option placement terms were commercially negotiated and are standard for capital markets dealings.

Option Restrictions, Escrow, and Trading Conditions

ActivePort Group states that these options will not be classified as restricted securities under ASX Listing Rules and will not be subject to voluntary escrow. Typically, restricted securities face holding period locks, but these options will be freely tradable upon issuance, subject to normal market conditions.

The absence of voluntary escrow aligns with expectations for compensation-related equity instruments, allowing lead managers liquidity to realise value without issuer-imposed trading constraints.

Dividend and Distribution Policy Remains Unchanged

The company confirms no changes to its dividend or distribution policy will result from this option placement. This assures shareholders that capital structure changes from the issuance will not affect the company’s approach to shareholder returns.

Investors can expect consistent dividend practices as ActivePort Group proceeds with the capital raising and related option issuance.

No Underwriting or Broker Involvement for Option Placement

ActivePort Group has not appointed any lead manager or broker for the option placement, nor will the issuance be underwritten. This indicates the options are issued directly to Joint Lead Managers as compensation, not marketed publicly.

No additional material fees or costs are associated with this option issue, highlighting a straightforward compensation arrangement that minimizes administrative expenses and conserves company capital.

Link to 24 July 2026 Capital Raising Announcement

The option issuance is directly connected to the capital raising announced on 24 July 2026. While this update does not detail the capital raise specifics, investors should review the original announcement to understand the scope, use of proceeds, pricing, and lead manager roles.

The options serve as partial fees for the lead managers’ services in executing that capital raise, making comprehension of the underlying transaction essential for assessing the impact on ActivePort Group’s capital structure and strategic outlook.

Investor Guidance and Upcoming Milestones

Shareholders should note the 30 September 2026 meeting where approval for the option issuance will be sought. The vote outcome will determine whether the options are granted as planned. Investors interested in the lead manager compensation arrangement should review the 24 July 2026 capital raising announcement and related shareholder meeting materials.

The effect of the 22 million options on existing shareholders depends on the capital raising success and company performance. Should the share price rise above the $0.02 exercise price before expiry in November 2028, the options could provide beneficial alignment. If not, the options will expire worthless without diluting shareholder equity. Monitoring ActivePort Group’s trading and capital management post-approval will be important for evaluating long-term implications.