First AU Limited Lists 127.5 Million Shares on ASX for Riverina East Gold Project Acquisition

Details of Share Issuance for Red Dirt Mining Acquisition

First AU Limited confirmed the quotation application for 127,552,699 fully paid ordinary shares issued as partial consideration for acquiring Red Dirt Mining Pty Ltd. This strategic acquisition enhances First AU’s gold exploration portfolio within Australia. The shares were issued on 24 July 2026 and represent a significant capital event, increasing the company’s total ordinary shares listed on the ASX.

The total transaction value for acquiring Red Dirt Mining Pty Ltd was not disclosed in this announcement. However, First AU estimated the consideration value per security at AUD 1,000,000.00. The announcement did not specify the valuation methodology or how this relates to the overall acquisition price. Since the shares represent partial consideration, other components such as cash payments, additional securities, or alternative arrangements may be part of the overall transaction but were not detailed here.

Riverina East Gold Project and Acquisition Strategy

The acquisition grants First AU ownership of tenements comprising the Riverina East Gold Project, marking a direct expansion into Australian gold exploration. This deal aligns with the company’s broader strategy to grow its portfolio of gold assets and increase its presence in Australian mining regions. The Riverina East Gold Project tenements are the principal assets acquired and will be a key operational focus moving forward.

Specific details about the size, grade, resource estimates, or development status of the Riverina East Gold Project were not disclosed in this release. Investors seeking technical information regarding the project’s prospectivity, location in the Riverina region, exploration history, or development plans should consult the earlier Appendix 3B announcement dated 29 June 2026, which initially notified the proposed securities issue. The strategic rationale and medium to long-term objectives related to this acquisition were not elaborated in this quotation application.

Capital Structure Impact After Share Issuance

Following the quotation of these shares, First AU’s total issued ordinary share capital will amount to 3,763,480,224 fully paid ordinary shares on the ASX. This significant increase reflects the use of equity financing to fund the Red Dirt Mining acquisition. The enlarged share base will affect earnings per share calculations and dilute existing shareholders’ ownership percentages depending on their participation in future capital raises.

In addition to ordinary shares, First AU has unquoted options outstanding across four classes with varying expiry dates and exercise prices. These include 270 million options expiring 1 July 2028 at AUD 0.02 per share, 20 million options expiring 6 May 2027 at AUD 0.015 per share, 20 million options expiring 10 October 2027 at AUD 0.00455 per share, and 29,046,447 options expiring 29 June 2028 at AUD 0.02 per share. Collectively, over 339 million unquoted options could potentially dilute the ordinary share register if exercised.

Transaction Structure and Placement Financing

The share issuance was carried out via a placement, as disclosed in the Appendix 3B dated 29 June 2026. Placements allow companies to issue shares directly to selected investors, usually at negotiated prices, without requiring a prospectus or shareholder meeting approval. First AU used this method to structure part of the consideration for the Red Dirt Mining acquisition, providing equity rather than cash payment.

The announcement also references potential issuance of performance rights via an Appendix 3G as part of the transaction. This implies that additional performance-based securities may be granted to Red Dirt Mining’s former owners or other parties, contingent on meeting specified milestones. The number of performance rights and associated conditions were not disclosed in this document.

Share Distribution and Shareholder Base

The distribution schedule section of the application, which typically details share allocation across shareholder categories, was not completed with specific figures. Consequently, it is unclear whether the placement shares were allocated to a few sophisticated investors, a broad institutional base, or a combination thereof. This lack of disclosure limits transparency regarding shareholding concentration and potential governance implications.

Understanding share distribution is important for assessing changes in ownership and voting power. Investors should refer to the 29 June 2026 Appendix 3B announcement for further details on placement recipients and the resulting shareholder structure post-quotation.

Unquoted Options and Potential Dilution Risks

First AU currently holds a substantial number of unquoted options that pose dilution risks to existing shareholders. The largest tranche includes 270 million options expiring 1 July 2028 at an exercise price of AUD 0.02 per share. Full exercise would add 270 million new ordinary shares, significantly increasing the share count.

Other option series include 20 million options expiring 6 May 2027 at AUD 0.015, 20 million options expiring 10 October 2027 at AUD 0.00455, and approximately 29 million options expiring 29 June 2028 at AUD 0.02. Overall, these options represent over 339 million potential shares. The relatively low exercise prices suggest these may be legacy or incentive options granted during periods of lower valuation.

Company Registration and ASX Compliance

First AU Limited operates under ACN 000332918 and is listed on the ASX under the code FAU. The application for quotation of the 127.5 million shares was submitted on 24 July 2026 in compliance with ASX Listing Rule Appendix 2A. This confirms First AU’s commitment to comply with all requirements and acknowledges ASX’s authority to approve or reject the quotation.

The quotation application finalizes the administrative process for registering these shares on the ASX following their issuance as part of the Red Dirt Mining acquisition. Once approved, these shares will be tradable on the ASX, providing liquidity and enabling market price discovery. This step completes the equity consideration component of the acquisition.

Investor Outlook and Monitoring Recommendations

Investors should closely monitor First AU’s forthcoming announcements related to the Riverina East Gold Project for updates on exploration progress, resource estimates, and development plans. Technical updates will be critical to assess the acquisition’s value creation potential. Additionally, announcements regarding performance rights issuance should be reviewed, as milestone achievements could trigger further share issuances.

The immediate impact on First AU’s share price was not disclosed. Future price movements will likely depend on exploration success at Riverina East, gold commodity trends, and market sentiment toward junior gold explorers. Shareholders should also watch for capital management initiatives such as option exercises or capital restructures that may affect share register composition.

Risks and Considerations for Shareholders

The significant increase in shares outstanding and the large number of unquoted options present dilution risks for existing shareholders. If all options are exercised, total ordinary shares could exceed 4 billion, reducing individual ownership percentages unless shareholders participate proportionally in future capital raises. The low exercise prices on some options increase the likelihood of conversion if the share price rises above these levels.

Gold exploration is inherently speculative. The value of the Riverina East Gold Project depends on successful exploration and the company’s ability to define economic mineral resources. Acquisition of tenements does not guarantee discoveries or development. Exploration risks, commodity price volatility, regulatory approvals, and funding availability are material uncertainties impacting the acquisition’s value and First AU’s investment outlook.