Gratifii Director Iain Dunstan Boosts Stake with 625,000 Shares in $25,000 Placement

Director Iain Dunstan Expands Shareholding Through Placement

On 21 July 2026, Gratifii Limited director Iain Dunstan significantly increased his direct equity stake by subscribing to 625,000 fully paid ordinary shares at $0.04 each, amounting to a $25,000 investment. This raised his direct shareholding from 293,478 shares to 918,478 shares, representing a 213% increase in his ordinary shares.

Additionally, Dunstan received 312,500 free attaching unlisted options exercisable at $0.10 each, valid until 20 July 2028. These options were granted on a one-for-two basis relative to shares subscribed, with no cash consideration required. This incentive aligns with common capital raising practices designed to encourage investor participation.

Shareholder Approval and Placement Details

The share and option acquisition was conducted under a placement approved by Gratifii Limited shareholders at the Extraordinary General Meeting on 13 July 2026. Resolution 5 specifically authorized the director’s participation, ensuring compliance with ASX Listing Rule 10.11 and related party transaction regulations.

While the notice does not disclose the total placement size, number of shares issued overall, or capital usage, investors are advised to consult concurrent company announcements for comprehensive details on the capital raise.

Dunstan’s Shareholding Before and After Placement

Prior to the transaction, Dunstan held 293,478 fully paid ordinary shares directly, alongside 5,092,591 loan funded shares and various options and performance rights. Post-placement, his direct ordinary shares rose to 918,478, with loan funded shares unchanged. The newly acquired unlisted options at $0.10 add to his existing option holdings, which span three tranches with varying exercise prices and expiry dates. Dunstan also holds substantial indirect interests through family and controlled entities.

Unlisted Options and Exercise Terms

The 312,500 unlisted options granted as part of the placement carry a $0.10 exercise price and expire on 20 July 2028, offering Dunstan approximately two years to exercise. These options incentivize alignment with Gratifii’s future share price performance, providing potential upside if the share price exceeds the strike price before expiry.

The free attaching nature of these options is a strategic approach to enhance the placement’s attractiveness while maintaining capital structure flexibility.

Existing Option Holdings

Before this placement, Dunstan held three classes of plan options: 60,000 exercisable at $0.60 (expiring 1 September 2026), 142,443 exercisable at $0.42 (expiring 11 November 2027), and 440,726 exercisable at $0.45 (expiring 11 November 2028). These prior grants likely relate to share plans or director compensation.

The new placement options at $0.10 represent a notably lower strike price compared to existing options, reflecting an adjustment in incentive pricing within the capital raise.

Indirect Holdings via Family and Controlled Entities

In addition to direct holdings, Dunstan controls approximately 1.39 million fully paid ordinary shares indirectly through entities such as "Dunstan Family S/F A/C" (889,420 shares) and Gardun Pty Ltd "Chihi A/C" (500,000 shares). These structures may serve tax or estate planning purposes.

Combined with his direct holdings, Dunstan’s aggregate equity exposure is substantial. He also holds 1,283,407 unlisted performance rights indirectly, subject to vesting conditions not detailed in this notice.

Compliance with Closed Period Trading Regulations

The placement transaction occurred during a closed period, necessitating prior written clearance. Gratifii Limited granted this clearance on 21 July 2026, allowing Dunstan to acquire shares and options in compliance with insider trading policies and ASX Listing Rules.

Closed periods typically coincide with sensitive corporate events to prevent trading on material non-public information. The company’s approval of director participation during this period indicates adherence to regulatory and governance standards.

Capital Management and Director Confidence

Dunstan’s participation in the shareholder-approved placement signals confidence in Gratifii Limited’s capital management strategy. Director investment alongside external participants often reflects alignment with shareholder interests and belief in the company’s prospects.

The $0.04 per share issue price underpins the capital raise, though the company has not disclosed whether this price represented a discount to market levels. Details on total funds raised, other participants, and capital deployment are available in separate announcements.

Regulatory Filings and Disclosure Context

This director interest change was reported under ASX Listing Rule 3.19A.2 and Corporations Act section 205G, requiring directors to notify changes in relevant interests. The Appendix 3Y form used is the standard ASX template for such disclosures. Gratifii Limited lodged the notice on behalf of Dunstan, who provided the necessary information.

The prior notification of Dunstan’s interests was filed on 26 June 2025, making this the next material update. No contractual interest changes accompanied this share acquisition, as indicated by "N/A" entries in Part 2 of the Appendix 3Y.