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Calmer Co International Limited (ASX:CCO), a leader in natural wellness products, has launched a pro rata renounceable entitlement offer to raise up to $3.5 million before expenses. The offer price is set at $0.001 per share, reflecting a 50% discount to the last traded price of $0.002, and includes one free attaching option for every two shares subscribed. The capital raised will support debt repayment, inventory growth, marketing initiatives, and new product launches within its expanding kava and hemp-based wellness brand portfolio.
Key Highlights
- Calmer Co International Limited (ASX:CCO) is conducting a 1-for-1 renounceable rights issue priced at $0.001 per share
- The offer represents a 50% discount to the last traded price of $0.002, targeting up to $3.5 million before costs
- Shareholders will receive one free attaching option for every two new shares subscribed, exercisable at $0.002 with a 2.5-year expiry
- Up to 3.5 billion new shares and 1.75 billion new options will be issued; offer closes on 17 August 2026
- Mahe Capital Pty Ltd acts as lead manager and partial underwriter, compensated with up to 70 million options plus additional consideration
- Eligible shareholders include those registered in Australia, New Zealand, Fiji, and the United States
- Raised funds will be allocated to repay Secured Convertible Notes, expand inventory, enhance marketing efforts, launch new products, and cover general working capital and offer costs
Calmer Co's Diverse Wellness Product Range and Global Reach
Calmer Co International Limited specialises in natural wellness solutions aimed at calming nerves, supporting mind and muscle relaxation, and promoting sleep. Its extensive product lineup includes drinking powders, teas, shots, concentrates, and capsules, catering to varied consumer preferences within the relaxation and sleep support market segments.
The company markets its products under multiple brands such as Fiji Kava, Taki Mai, and Danodan Hempworks, with established presence in the United States, Australia, China, New Zealand, and Fiji. Additionally, Calmer Co distributes Leilo kava drinks in Fiji, broadening its natural wellness offerings. This multi-brand, multi-market approach enables the company to capture diverse consumer demographics and regional market opportunities within the expanding natural wellness sector.
Capital Deployment Strategy: Debt Reduction and Expansion Plans
Proceeds from the renounceable entitlement offer will be strategically allocated, with a primary focus on repaying Secured Convertible Notes to strengthen the company’s balance sheet and reduce interest-bearing liabilities. The company also plans to boost inventory levels to meet increasing demand across key markets, avoiding supply constraints that could hinder growth.
Marketing efforts will concentrate on ecommerce and brand awareness campaigns targeting Australia and the United States, aiming to enhance direct-to-consumer engagement. Furthermore, funds will support new product launches, reflecting an active development pipeline to expand the company’s footprint in the natural wellness category. General working capital and offer-related expenses will also be covered to sustain operational liquidity during growth.
Renounceable Rights Offer Structure and Shareholder Options
The capital raise is structured as a renounceable entitlement offer, granting eligible shareholders tradable rights that can be exercised, sold, or renounced. The 1-for-1 entitlement ratio allows existing shareholders to maintain their proportional ownership, with the record date set for 7:00pm AEST on Thursday, 30 July 2026. Rights trading on the ASX will occur from 29 July 2026 to 10 August 2026, offering flexibility for shareholders to monetize unexercised rights if they opt not to participate.
A Top Up facility permits eligible shareholders who fully subscribe to their entitlements to apply for additional shares and options beyond their pro rata allocation, subject to Corporations Act Chapter 6 restrictions. The $0.001 per share price, at a 50% discount to the last traded price, incentivizes participation and potential shareholding increases through top-up applications.
Options Incentive and Underwriting Details
As part of the offer, shareholders will receive free attaching options at a ratio of one option for every two new shares subscribed. These options have an exercise price of $0.002—matching the recent share price—and expire 2.5 years after issuance. They provide shareholders with leveraged exposure to potential share price appreciation within a reasonable exercise timeframe.
The company retains discretion on whether these options will be listed on the ASX or issued as unlisted securities, pending ASX approval. Mahe Capital Pty Ltd, serving as lead manager and partial underwriter, will receive up to 70 million options as compensation, alongside other consideration outlined in the prospectus. This aligns the underwriter’s interests with the offer’s successful completion and provides partial underwriting support.
Share Capital Expansion and Dilution Effects
Upon full subscription, the entitlement offer will significantly increase the company’s share capital from 3,521,129,113 to approximately 7,021,129,113 shares, effectively doubling the share count. The issuance of up to 3.5 billion new shares and 1.75 billion new options, plus 70 million options to the underwriter, will dilute existing shareholders’ ownership percentages.
Total outstanding options could reach around 1.82 billion post-offer, substantially expanding the company’s derivative securities. Shareholders should consider this maximum dilution scenario, which assumes full take-up of entitlements and top-up applications. Final capital structure details will be disclosed after the offer closes on 17 August 2026.
Eligibility and Geographic Restrictions
The entitlement offer is available exclusively to shareholders with registered addresses in Australia, New Zealand, Fiji, and the United States, reflecting regulatory compliance and practical considerations. Shareholders outside these jurisdictions or with recent address changes should verify eligibility to participate.
The record date for eligibility is 7:00pm AEST on Thursday, 30 July 2026. Eligible shareholders will receive prospectus documentation and acceptance forms starting Tuesday, 4 August 2026, allowing sufficient time to review and apply before the closing deadline of 5:00pm AEST on 17 August 2026.
Offer Timetable and Important Dates
The entitlement offer timeline begins with the announcement and prospectus lodgement on Monday, 27 July 2026. The ex-rights date is Wednesday, 29 July 2026, when shares trade without rights, and rights trading will run through 10 August 2026. This two-week trading window enables liquidity for shareholders wishing to sell entitlements.
Deferred settlement trading of new securities starts Tuesday, 11 August 2026. The company may extend the closing date beyond 17 August 2026 at its discretion. Results will be announced on Thursday, 20 August 2026, with new shares and options issued and holding statements dispatched the same day. Trading of the new securities is scheduled to commence on Friday, 21 August 2026. All dates are indicative and subject to change.
Prospectus Access and Investor Guidance
The prospectus for the renounceable entitlement offer will be available from Monday, 27 July 2026 via the company’s website at www.thecalmerco.com and the ASX website at www.asx.com.au. It contains full details on the offer’s terms, risks, business strategy, financials, and participation instructions. Eligible shareholders are encouraged to thoroughly review the prospectus and seek professional advice regarding the offer and its tax or investment implications.
The company stresses making informed decisions based on the prospectus rather than summary announcements. The document includes forward-looking statements subject to risks and uncertainties beyond management’s control, and actual outcomes may differ materially. The immediate impact on share price was not determinable at the time of this announcement.
