Gratifii Limited Completes Mosh Acquisition with 5.48 Million Shares Issued at 3.4 Cents Each

Gratifii Issues Shares to Complete Mosh Acquisition Settlement

Gratifii Limited has submitted an application to the ASX for quotation of 5,484,956 ordinary fully paid shares issued as scrip consideration related to the Mosh acquisition. These shares were issued on 27 July 2026 at an estimated price of 3.4 cents each, representing the agreed equity consideration for the transaction. Following quotation, the company’s total quoted securities will approximate 689.99 million shares.

The transaction was structured as a scrip-based settlement, whereby Mosh shareholders received Gratifii shares instead of cash, enabling Gratifii to conserve cash while providing equity consideration. This issuance was previously disclosed to the ASX via an Appendix 3B announcement dated 20 July 2026. The current quotation application is the final procedural step to list these newly issued shares on the ASX.

12-Month Voluntary Escrow to Align Shareholder Interests

The newly issued 5,484,956 shares are subject to a voluntary escrow period of 12 months starting from the issue date, 27 July 2026. This escrow restricts recipients from selling or transferring these shares until 27 July 2027. Such escrow arrangements are common in acquisitions to ensure vendor alignment with the company’s long-term performance and to signal confidence in the transaction’s strategic benefits.

This escrow provides a performance commitment from Mosh vendors, maintaining their investment in Gratifii throughout the first year post-acquisition. It also helps shield existing shareholders from immediate selling pressure and supports share price stability during integration. Market participants often view escrow restrictions positively as they reflect vendor confidence in the combined entity.

Effect on Gratifii’s Capital Structure and Shareholder Base

After quotation of the new shares, Gratifii’s issued capital will total approximately 689.99 million ordinary fully paid quoted shares, marking a significant increase from pre-acquisition levels due to the equity consideration for Mosh. The announcement does not specify the exact percentage increase or the pro-forma ownership split between existing shareholders and Mosh vendors.

In addition to quoted shares, Gratifii has 18.01 million unquoted securities outstanding, including options across seven series with varying exercise prices and expiry dates, plus 4.72 million performance rights. These unquoted instruments represent potential future dilution, with expiry dates ranging from September 2026 to January 2029. The largest tranche includes 124.99 million options expiring 20 July 2028 at a 10-cent exercise price, which could substantially increase the share count if exercised.

Valuation of Consideration and Transaction Economics

The 5,484,956 shares issued as consideration for Mosh were valued at 3.4 cents each, equating to approximately AUD 186,409 in share value. The announcement does not disclose the total enterprise value of the acquisition or whether this share issuance represents full consideration, nor does it mention any cash payments, debt assumptions, or contingent arrangements.

The 3.4-cent valuation reflects Gratifii’s market conditions at transaction close. No further securities are expected to be issued to complete the transaction, indicating this share issuance likely settles the equity component of the Mosh acquisition. Investors should review the detailed Appendix 3B from 20 July 2026 for comprehensive transaction details and strategic context.

Overview of Gratifii’s Business and Market Position

Gratifii Limited, trading as GTI on the ASX with ABN 47125688940, has strategically expanded through the Mosh acquisition. However, this announcement does not provide details on Mosh’s business operations, market footprint, or revenue. Nor does it disclose Gratifii’s historical financials or market capitalization to contextualize the acquisition’s strategic rationale.

The use of scrip consideration implies confidence from Mosh vendors in Gratifii’s equity value. Issuing 5.48 million shares with a 12-month escrow facilitates gradual vendor integration into Gratifii’s shareholder base. Full understanding of Gratifii’s competitive positioning and growth strategy requires examination of recent quarterly reports, annual financial statements, and ASX disclosures.

Unquoted Securities and Potential Dilution Risks

Gratifii’s capital structure includes numerous unquoted options and performance rights that may significantly dilute shareholding if exercised or vested. The largest tranche consists of 124.99 million options expiring 20 July 2028 at a 10-cent exercise price, followed by 8.7 million options expiring 1 January 2029 at the same strike price. These alone could dilute the current quoted share count by approximately 19.6% if fully exercised.

Additional options include 3 million at 17 cents expiring June 2028, 2.11 million at 30 cents expiring December 2026, and smaller tranches totaling around 1.46 million shares with exercise prices between 42 and 60 cents. The company also holds 4.72 million performance rights with undisclosed terms. Investors should monitor these instruments closely as they represent a material source of future dilution and equity value transfer.

ASX Quotation Process and Timeline

The 27 July 2026 quotation application complies with ASX Listing Rules and Appendix 2A requirements. No cash was received for these shares, which were issued solely as non-cash scrip consideration for Mosh. Upon ASX approval, these shares will commence trading subject to the 12-month escrow restrictions.

The announcement does not specify the expected date for ASX approval or trading commencement. Typically, ASX processes such applications within days to weeks, depending on workload and any required clarifications. The publicly disclosed application lacks a completed distribution schedule, which normally details shareholding categories.

Strategic and Market Context of the Mosh Acquisition

This quotation application solely formalizes the share issuance for the Mosh acquisition. Details on strategic rationale, synergies, and financial impact were provided in the Appendix 3B announcement dated 20 July 2026. That document covers Mosh’s business profile, market position, and management team. This filing does not include strategic analysis or forward-looking guidance.

Investors interested in the acquisition’s benefits and growth prospects should consult the Appendix 3B and subsequent disclosures. The 3.4-cent scrip consideration suggests vendor acceptance of this valuation. The 12-month escrow period supports a gradual integration and alignment of interests between vendors and Gratifii.

Risks and Considerations for Shareholders

Shareholders should be aware of significant dilution risk from unquoted securities, particularly the 124.99 million options expiring July 2028 at 10 cents. Exercising these options would increase the share count by roughly 18%, diluting earnings per share and ownership stakes.

Additional risks include the performance of the Mosh acquisition during the escrow period, as vendors cannot sell shares until July 2027. Any underperformance could trigger selling pressure post-escrow. Since the acquisition raised no cash, Gratifii’s liquidity depends on operational cash flow and undisclosed financing. Shareholders are advised to review financial statements and cash flow updates to assess the company’s capacity to sustain operations and growth.