Eclipse White Noise Boosts Powerhouse Ventures Stake to 16.05% via Earn-out Share Conversion

History of Eclipse White Noise’s Share Accumulation in Powerhouse Ventures

Eclipse White Noise Pty Ltd ATF DM Trust has steadily increased its holdings in Powerhouse Ventures Limited over time. The substantial holder’s initial position was disclosed in a notice dated 20 March 2025, showing ownership of 20,898,883 ordinary shares, equating to 13.24% voting power. Since then, further acquisitions including capital raises and on-market purchases have incrementally expanded this stake.

This accumulation strategy highlights Eclipse White Noise’s long-term commitment to gaining influence within Powerhouse Ventures. Between June and September 2025, Eclipse White Noise and related parties acquired shares through various methods. On 26 June 2025, Eclipse White Noise acquired 101,117 shares for $9,100 during a capital raise, while Mr David McNamee and Mrs Adrianna McNamee, via The Daddy Super Fund, purchased 65,550 shares for $5,900 in the same event. These acquisitions laid the groundwork for subsequent shareholding growth.

Impact of Earn-out Conversion on Shareholding Structure

The latest significant change occurred with the conversion of a FUM earn-out right on 17 July 2026, which issued 5,600,000 ordinary shares to Eclipse White Noise at no cost. This earn-out conversion indicates that shares previously contingent upon achieving specific conditions were released after those conditions were met, reflecting contractual or performance milestones rather than a direct purchase.

This conversion elevated Eclipse White Noise’s voting interest from 20,898,883 shares (13.24%) to 26,665,500 shares (16.05%), representing a substantial one-time increase in voting power. Earn-out mechanisms like this are common in acquisitions or business combinations, where additional shares are granted upon meeting financial or operational targets. The conversion confirms that such milestones tied to an earlier transaction have been fulfilled.

Shareholding Breakdown Post Earn-out Conversion

After the earn-out conversion, Eclipse White Noise’s holdings in Powerhouse Ventures consist of two main components. The trust itself holds 26,100,000 ordinary shares, forming the majority of the voting power. Additionally, Mr David McNamee and Mrs Adrianna McNamee hold 715,550 shares through The Daddy Super Fund account. Combined, these holdings total 26,815,550 shares, representing 16.05% of the company’s voting power.

This division of holdings may reflect tax planning, superannuation investment structures, or other corporate arrangements. Together, these stakes position Eclipse White Noise and its associated parties as major shareholders capable of influencing key corporate decisions, including those requiring majority or blocking votes under the Corporations Act.

Capital Raises and Market Purchases Supporting Stake Growth

Eclipse White Noise’s stake growth has been supported by multiple acquisition methods from June 2025 through the recent earn-out conversion. Participation in capital raises allowed the holder and associated parties to increase shares at company-set prices. The 26 June 2025 capital raise saw Eclipse White Noise acquire 101,117 shares for $9,100, while Mr and Mrs McNamee purchased 65,550 shares for $5,900 concurrently.

Additionally, on 10 September 2025, Mr and Mrs McNamee acquired 150,000 shares on-market for $15,000 via The Daddy Super Fund. This on-market purchase demonstrates opportunistic buying at prevailing prices. The combination of capital raise participation, market purchases, and earn-out conversion reflects a comprehensive strategy to steadily build voting power within Powerhouse Ventures.

Regulatory Disclosure and Compliance with Substantial Holder Rules

The increase to 16.05% voting power obligates Eclipse White Noise to disclose its substantial holding under section 671B of the Corporations Act 2001. The update filed on 17 July 2026 details the change in relevant interests and current shareholding, ensuring transparency for Powerhouse Ventures, its board, and investors. Such disclosures are vital for market transparency regarding shifts in corporate control.

The Form 604 notice includes specifics on Eclipse White Noise’s relevant interests, security classes, and registered address at GPO Box 1597, Brisbane QLD 4001. Signed by David McNamee as Director, the notice confirms the accuracy and authorization of the disclosure. This regulatory framework guarantees proper documentation of shareholding changes via capital raises, market purchases, or earn-out conversions, maintaining the integrity of Powerhouse Ventures’ shareholder register.

Governance Implications of Increased Shareholding

With voting power at 16.05%, Eclipse White Noise has become a significant influence on Powerhouse Ventures’ governance. This level enables the holder to affect ordinary resolutions requiring simple majorities, block special resolutions needing 75% approval (except in rare cases), and potentially nominate directors per the company’s constitution. The holder’s influence extends to decisions on acquisitions, capital management, dividends, and remuneration policies.

As one of the largest shareholders, Eclipse White Noise may seek board representation or engage with management on strategic and operational matters. Minority shareholders will monitor how this substantial holder exercises voting rights and the strategic direction pursued. The issuance of earn-out shares at nil cost suggests achievement of contractual milestones, indicating successful prior investments and reinforcing the holder’s commitment to Powerhouse Ventures’ growth.

Association Status and Stability in Shareholding Structure

The company update confirms no change in the association between Eclipse White Noise and the related parties holding shares via The Daddy Super Fund. This stability indicates a consistent shareholding structure aligned with previously disclosed arrangements. Mr and Mrs McNamee have maintained their association with Eclipse White Noise throughout the acquisition period, supporting a coordinated investment strategy.

This continuity reduces complexities from changes in related party relationships or control shifts, allowing investors and the board to expect unified voting decisions and strategic direction from these aligned parties. The stable association suggests long-term commitment rather than fragmented ownership or sudden changes.

Earn-out Right Fulfillment and Transaction Completion

The FUM earn-out right conversion signals that specific conditions tied to an earlier transaction involving Eclipse White Noise have been met. Earn-out arrangements typically reward sellers or service providers upon achieving defined performance targets. The nil consideration indicates shares were earned, not purchased, reflecting fulfillment of contractual obligations.

This mechanism aligns incentives between Eclipse White Noise and Powerhouse Ventures, as additional shares vest only after meeting agreed outcomes such as financial or operational goals. The conversion on 17 July 2026 suggests Powerhouse Ventures met or exceeded performance thresholds, potentially signaling positive operational or financial results. While exact earn-out conditions remain undisclosed, the conversion confirms that key objectives were achieved.

Shareholding Timeline and Outlook for Investors

Eclipse White Noise’s shareholding growth began at least by March 2025 with 13.24% voting power, rising to 16.05% by July 2026 after the earn-out conversion. This 2.81 percentage point increase over approximately sixteen months reflects a deliberate, multi-stage investment approach involving capital raises, market purchases, and earn-out shares.

Investors should monitor Eclipse White Noise’s future activity for potential further acquisitions that might elevate voting power and trigger additional regulatory or governance impacts. The substantial holder’s registered address (GPO Box 1597, Brisbane QLD 4001) provides a contact point for inquiries. Future company announcements may shed light on the earn-out conditions met or disclose any governance arrangements stemming from the increased shareholding.