Gratifii Limited Completes 2.5 Million Share Issue at $0.04 Post Shareholder Approval for Directors

Director Share Placement Finalized After Shareholder Approval

Gratifii Limited has applied for quotation of 2.5 million fully paid ordinary shares issued to its directors on 21 July 2026 at $0.04 per share (AUD). This placement was initially disclosed on 15 May 2026 via an Appendix 3B, outlining the proposed security issuance. Following formal shareholder approval on 13 July 2026, the company proceeded with the share issuance.

Issuing shares to directors is a standard corporate practice to align management interests with shareholder value. The shares were issued at a fixed price of $0.04, reflecting the valuation agreed upon during the shareholder approval process. Full transparency regarding the price, quantity, and approval date complies with ASX listing rules and corporate governance standards.

Quoted Capital Base Expands to Over 542 Million Shares

With the addition of these 2.5 million shares, Gratifii Limited’s total quoted ordinary fully paid shares now total 542,881,609. This modest increase reflects the company’s capital management strategy and director remuneration structure. The substantial quoted share base provides liquidity and transparency to investors trading on the ASX.

Alongside the quoted shares, the company maintains a significant portfolio of unquoted securities including options and performance rights, which represent potential future dilution depending on exercise and vesting conditions.

Extensive Unquoted Securities Portfolio Featuring Multiple Option Series

Beyond the quoted shares, Gratifii Limited holds approximately 20.3 million unquoted securities comprising various option series and performance rights. Notable option series include:

• 2,110,135 options expiring 31 December 2026 at $0.30 exercise price
• 8,700,000 options expiring 1 January 2029 at $0.10 exercise price
• 3,000,000 options expiring 1 June 2028 at $0.17 exercise price
• 60,000 options expiring 1 September 2026 at $0.60 exercise price
• 470,493 options expiring 11 November 2027 at $0.42 exercise price
• 922,499 options expiring 11 November 2028 at $0.45 exercise price

Additionally, 4,717,742 performance rights under the GTIAP class have been issued, contingent on meeting specified performance criteria. These unquoted instruments could convert into ordinary shares upon exercise or vesting, potentially diluting existing shareholders.

Director Remuneration and Capital Raise Details

The $0.04 per share issuance price results in a capital allocation of $100,000 prior to transaction costs. This issuance is part of director remuneration arrangements rather than a capital raise for operational funding. The fixed price reflects the valuation agreed at the time of shareholder approval in mid-July 2026.

Granting shares to directors aligns their interests with shareholder value creation and follows established corporate governance practices combining cash, options, and shares as compensation while preserving cash for operations.

Shareholder Approval and Governance Compliance

The share placement was executed following shareholder approval on 13 July 2026, fulfilling ASX Listing Rule requirements for related party transactions involving directors. This approval process ensures governance oversight and transparency in capital allocation decisions.

The issuance on 21 July 2026, shortly after approval, and the subsequent application for quotation demonstrate the company’s commitment to regulatory compliance and liquidity for the newly issued shares.

Completion of Previously Announced May 2026 Transaction

This director share placement finalizes the transaction announced on 15 May 2026 via Appendix 3B, which detailed the intended security issuance. The two-month interval allowed for shareholder approval and administrative processing. The company also indicated further option issuances via separate Appendix 3G filings as part of this staged capital management approach.

Australian Dollar Pricing and Listing Context

The share issue was denominated in Australian dollars at $0.04 per share, consistent with Gratifii Limited’s ASX listing and domestic investor base. This pricing provides clarity and certainty regarding the monetary consideration for the shares issued to directors.

Issued Capital Structure and Investor Insights

Post-placement, Gratifii Limited’s capital structure consists of 542,881,609 quoted ordinary shares and approximately 20.3 million unquoted options and performance rights. While unquoted securities represent potential dilution, the majority of issued capital remains in freely tradable shares.

Investors should monitor the unquoted securities portfolio, as exercise or vesting could impact earnings per share and voting power. The range of option expiry dates and exercise prices suggests varying likelihoods of conversion, while performance rights depend on achieving specified performance targets.

Market and Regulatory Environment Surrounding the Placement

The director share placement reflects Gratifii Limited’s adherence to ASX Listing Rules and Australian corporate governance standards requiring shareholder approval for related party transactions. This process safeguards investor interests by ensuring shareholder oversight of director remuneration.

The impact of the additional 2.5 million shares on company metrics such as earnings per share and governance dynamics should be considered by investors. Director share ownership resulting from this placement may further align management incentives with company performance and strategic objectives.