Gratifii Limited Completes Issuance of 52.9 Million Unquoted Two-Year Options at $0.10 Exercise Price Following Shareholder Approval

Overview of Gratifii’s Capital Raise and Option Terms

Gratifii Limited has executed a key element of its Tranche 1 capital raise by issuing 52,937,482 two-year options on 20 July 2026. Each option carries a $0.10 Australian dollar exercise price and expires on 20 July 2028. These unquoted options serve as a non-cash consideration component within the broader capital raising strategy initially announced on 15 May 2026 and ratified by shareholders on 13 July 2026.

The options constitute a new class of unquoted securities on Gratifii’s register, with no ASX security code assigned as of the announcement date. Unlike ASX-quoted securities, these options will not be traded on the exchange, limiting liquidity for holders. Each option entitles the holder to subscribe for one ordinary fully paid GTI share at the fixed exercise price, offering leveraged exposure to any share price appreciation above $0.10. The terms comply with ASX Listing Rule 6.1, confirming their appropriateness and fairness.

Non-Cash Consideration and Capital Raise Mechanics

The 52.9 million options were issued as non-cash consideration, meaning Gratifii did not receive direct cash proceeds from this issuance. This approach is part of the company’s comprehensive capital raising plan and suggests these options were granted to counterparties, service providers, or other stakeholders as strategic consideration without immediate cash outlay. The announcement does not disclose the total capital raised, recipient identities, or specific capital deployment plans, focusing instead on the securities issuance mechanics. Investors should refer to the original May 2026 announcement and shareholder meeting materials for further context.

Impact on Capital Structure and Dilution Potential

Following this issuance, Gratifii’s unquoted securities portfolio has grown substantially. The company now holds 540,381,609 ordinary fully paid shares alongside multiple classes of unquoted securities totaling over 73 million instruments. Existing unquoted securities include options with exercise prices ranging from $0.10 to $0.60 and various expiry dates, as well as performance rights.

Outstanding unquoted options include 2,110,135 expiring 31 December 2026 at $0.30, 8,700,000 expiring 1 January 2029 at $0.10, and 3,000,000 expiring 1 June 2028 at $0.17, among others. The newly issued 52.9 million options represent roughly 71% of the company’s unquoted securities by volume, indicating a significant potential increase in ordinary shares if exercised.

Exercise Process and Conversion to Ordinary Shares

Upon exercising the two-year options, holders will receive one ordinary fully paid GTI share per option at the $0.10 exercise price. Full exercise of all 52,937,482 options would increase the ordinary share count to approximately 593,319,091 shares, implying a dilution of about 9.8% to current shareholders. Actual exercise depends on market conditions and the GTI share price relative to the exercise price by the 20 July 2028 expiry.

Denominated in Australian dollars, the options’ terms have been validated under ASX Listing Rule 6.1. Gratifii has provided a URL linking to the detailed material terms document lodged with the ASX, offering transparency regarding contractual provisions, adjustment mechanisms, and conditions.

Shareholder Approval and Corporate Governance

The issuance followed formal shareholder approval on 13 July 2026, complying with ASX Listing Rules for significant security issuances. This approval granted the board authority to proceed with the capital management actions. Documentation provided to shareholders detailed the capital raise parameters, potential dilution, and strategic rationale. No objections or regulatory issues have been reported, indicating smooth governance execution.

Tranche 1 Capital Raise Completion Timeline

The issuance on 20 July 2026 marks the completion of the Tranche 1 capital raise. The company confirmed no further securities are to be issued under this tranche. The timeline from announcement (15 May 2026) to shareholder approval (13 July 2026) and issuance (20 July 2026) reflects an efficient two-month process. No information was provided regarding any planned Tranche 2 capital raise.

Unquoted Securities and Market Considerations

Issuing these options as unquoted securities restricts secondary market trading and liquidity, as they are not listed on the ASX. This may limit attractiveness to institutional investors seeking liquid, exchange-traded instruments but could appeal to strategic investors or stakeholders with longer-term horizons. The lack of continuous market pricing may create valuation challenges and information asymmetries. Nonetheless, ASX confirmation of compliance with listing rules provides a regulatory baseline for fairness.

Company Profile and Capital Structure Context

Gratifii Limited, ASX ticker GTI, ABN 47 125 688 940, announced this issuance via an Appendix 3G notification, standard for unquoted securities. The presence of multiple unquoted securities classes, including options and performance rights, suggests use of securities-based incentives for employees and service providers. The announcement does not detail Gratifii’s core business, revenue, or market sector, requiring investors to consult other corporate materials for comprehensive understanding.

The capital raise, while significant in securities volume, provides limited insight into operational performance or funding rationale without additional disclosures. The choice to raise capital via options rather than direct equity may reflect strategic, balance sheet, or tax considerations, though these are not explicitly stated.

Regulatory Compliance and Disclosure

The issuance complies with ASX Listing Rules and the Corporations Act 2001 (Cth). Gratifii provided detailed disclosure through the Appendix 3G form and confirmed ASX approval of option terms under listing rule 6.1. The company’s transparency is enhanced by providing access to the material terms document. Key contractual details such as exercise price, expiry, and conversion mechanics are disclosed, although potential adjustments for corporate actions are detailed only in the material terms document. The company’s adherence to governance and disclosure obligations reflects regulatory compliance expected of ASX-listed entities.