Calmer Co International Announces $5.25 Billion Renounceable Entitlement Offer at AUD 0.00100 per Security

Details of the $5.25 Billion Renounceable Entitlement Offer

Calmer Co International Limited has announced a significant capital raising initiative through a renounceable entitlement offer comprising two components: up to 3.5 billion ordinary fully paid shares and up to 1.75 billion attaching options, each priced at AUD 0.00100. The offer is structured on a one-for-one pro rata basis, allowing eligible shareholders to subscribe for one new security for every existing security held, covering both shares and options.

The renounceable nature of the offer permits shareholders who opt not to participate to sell their entitlement rights to other investors, providing flexibility. Fractional entitlements resulting from the calculation of holdings will be rounded up to the next whole number, ensuring shareholders receive whole securities rather than cash compensation. The ordinary shares issued will rank equally with existing shares from the date of issue, maintaining consistent voting and dividend rights.

Important Dates and Participation Timeline

The entitlement offer follows a defined timetable: the ex-date is 30 July 2026, with the record date on 31 July 2026, establishing eligibility for participation. Shareholders recorded as of the close of business on 31 July 2026 will be entitled to participate in the one-for-one pro rata offer.

The offer closes on 19 August 2026, giving shareholders approximately three weeks to decide on exercising their entitlements or selling their rights. Post-closure, the company will process applications and apply scale back provisions if oversubscriptions occur, in accordance with the prospectus and Corporations Act requirements. The issue date for all securities is 26 August 2026, when successful applicants will receive their shares and options.

Top Up Offer and Allocation Procedures

Eligible shareholders who fully subscribe to their entitlements may apply for additional shares under a Top Up Offer, allowing increased ownership if shares remain available after satisfying all base entitlements. However, allocation of additional shares is not guaranteed and will be subject to scale back at the company’s discretion if demand exceeds supply.

Scale back arrangements will comply with the Corporations Act takeover provisions and aim to ensure proportional allocation among oversubscribing shareholders. Detailed allocation criteria are outlined in section 2.2 of the Renounceable Entitlement Offer Prospectus dated 27 July 2026.

New Attaching Options and ASX Quotation

The 1.75 billion attaching options represent a new security class not currently quoted on the ASX. Priced at AUD 0.00100 per option, the combined cost for one share and one option is AUD 0.00200 per entitlement. Calmer Co International has applied for ASX quotation of these options, pending confirmation of the security code and compliance with Listing Rule 6.1.

Once approved, the options will be tradable on the ASX, providing liquidity for shareholders. The identical pricing of shares and options indicates an integrated capital raising strategy, offering shareholders potential upside through the leverage characteristics of options.

Pricing and Currency Information

Both ordinary shares and attaching options are priced at AUD 0.00100 per security, offering an accessible entry point for investors. The offer is denominated in Australian dollars, consistent with the company’s ASX listing.

This low unit price allows shareholders to acquire significant quantities of securities with modest investments. For instance, an investment of AUD 10,000 would secure approximately 5 million shares and 5 million options, assuming full entitlement uptake. The uniform pricing simplifies the offer and reduces administrative complexity.

Renounceable Offer Structure and Tradable Rights

The renounceable entitlement offer structure grants shareholders the right to sell their entitlements if they choose not to participate or lack funding. This tradable rights mechanism enables shareholders to monetize their entitlements and allows new investors to access the offer by purchasing rights on the ASX or through other channels.

This structure promotes broad participation and liquidity in the rights market, potentially facilitating trading activity during the offer period.

Existing Share Class and Equal Ranking of New Shares

The 3.5 billion ordinary shares to be issued belong to the existing class of fully paid ordinary shares listed under the CCO ASX code. These new shares will rank equally with existing shares from the issue date on 26 August 2026, ensuring identical voting, dividend, and other shareholder rights.

This equal ranking maintains fairness and regulatory compliance, providing consistent treatment across the shareholder base.

Fractional Entitlements and Rounding Policy

Fractional entitlements arising from the one-for-one pro rata calculation will be rounded up to the nearest whole security. This policy benefits shareholders by ensuring receipt of whole securities and eliminates the need for cash adjustments.

For example, a shareholder entitled to 1,000.5 shares and 500.25 options will receive 1,001 shares and 501 options. This approach simplifies administration and enhances shareholder convenience, with only a negligible impact on the overall security count.

Prospectus and Regulatory Compliance

The entitlement offer is governed by a Renounceable Entitlement Offer Prospectus dated 27 July 2026, which details the terms, conditions, risks, and procedures related to the capital raise. This document serves as the primary disclosure for shareholders and prospective investors.

Calmer Co International has applied for ASX quotation of all securities under the relevant Listing Rules, with a commitment to lodge Appendix 2A forms post-offer to confirm final securities issued and facilitate official listing. This ensures full compliance with ASX regulations and market standards.