Wrkr Ltd Initiates Capital Raise to Transform Contracted Pipeline into Recurring Revenue

Wrkr Ltd’s Business Model and Contracted Revenue Pipeline

Wrkr Ltd, an Australian company listed on the ASX and headquartered at Suite 10.01, Level 10, 151 Castlereagh Street, Sydney, NSW 2000, focuses on converting its contracted pipeline into recurring revenue, as detailed in the latest update. The company’s emphasis on "raising from a position of strength" highlights its secured contracts, providing clear visibility on future revenue streams. This contracted approach underscores Wrkr Ltd’s ability to secure customer commitments prior to service delivery.

The strategic goal of converting contracted pipeline to recurring revenue aims to establish predictable and sustainable income. Wrkr Ltd operates in a sector where long-term customer commitments are attainable and valued, with management prioritizing a stable financial base through recurring revenue. This model appeals to investors seeking companies with forward-contracted revenue rather than transaction-based income.

Capital Raising Structure and Components

The capital raise consists of two parts to broaden investor access. The first is an institutional placement targeting sophisticated and professional investors as defined under the Corporations Act 2001 (Cth), aiming to attract institutions and high-net-worth investors capable of detailed due diligence and significant capital commitments. Morgans Corporate Limited acts as lead manager and bookrunner, bringing expertise in financial advisory and capital markets.

The second component is a share purchase plan (SPP) offering new ordinary shares to eligible Wrkr shareholders in Australia and New Zealand. The SPP complies with the Corporations Act and ASIC Corporations Share and Interest Purchase Plans Instrument 2019/547, enabling existing shareholders to participate without brokerage fees or transaction costs. The capital raise is not underwritten, meaning the total targeted amount may not be fully raised, a common feature in growth-stage capital raises.

Morgans Corporate Limited’s Role as Lead Manager

Morgans Corporate Limited (ABN 32 010 539 607) leads the institutional placement, managing investor relations, coordinating demand, and ensuring regulatory compliance under Australian securities law. Morgans offers comprehensive financial services including trading, financing, corporate and financial advisory, and investment management.

The company update notes Morgans and its affiliates have previously provided advisory and financing services to Wrkr Ltd and may continue to do so, receiving customary fees. This ongoing relationship ensures familiarity with Wrkr Ltd’s business and capital needs. Engaging an experienced lead manager is standard for ASX-listed companies accessing institutional capital markets.

Focus on Sophisticated and Professional Investors

The institutional placement targets sophisticated and professional investors as defined by the Corporations Act 2001 (Cth), including institutional investors, fund managers, and high-net-worth individuals. These investors possess the expertise and resources to perform independent analysis and manage investment risks.

This targeted approach allows Wrkr Ltd to raise capital without triggering extensive disclosure and prospectus requirements applicable to public offers, reducing regulatory and transaction costs while maintaining market integrity. Sophisticated investors typically have longer investment horizons and active engagement with portfolio companies, offering strategic benefits beyond capital. However, this restricts the capital raise from broad retail marketing in Australia.

Share Purchase Plan for Australian and New Zealand Shareholders

The SPP allows eligible shareholders in Australia and New Zealand to subscribe for new ordinary shares. It operates under ASIC’s modified framework, enabling share issuance without standard prospectus and disclosure obligations. Eligibility is based on the company’s share register as of a specified record date, subject to jurisdictional laws.

The SPP provides a shareholder-friendly capital raising method, allowing existing investors to maintain or increase their holdings without brokerage fees. This aligns shareholders with institutional investors by offering shares at the same price. The process complies with the Corporations Act and ASIC instruments, ensuring investor protections and transparency. Cooling-off rights do not apply to SPP acquisitions, consistent with standard capital raising protocols.

Geographic Restrictions and Compliance

Wrkr Ltd’s capital raise adheres to strict geographic restrictions to comply with securities laws in various jurisdictions. Distribution outside Australia, New Zealand, Singapore, and Hong Kong is limited by law, and recipients must observe all applicable legal constraints. Non-compliance may breach securities regulations.

Notably, the new shares and presentation materials cannot be offered or sold in the United States unless registered under the U.S. Securities Act of 1933 or exempted. The shares are unregistered in the U.S., and Wrkr Ltd has no obligation to register them. This restriction is typical for ASX-listed companies, given the complexity and cost of U.S. registration. The international compliance framework reflects Wrkr Ltd’s commitment to lawful market operations and proper investor qualification.

Investment Risks and Disclaimers

Wrkr Ltd’s update highlights that investing in its shares involves known and unknown risks beyond company control. No guarantees are made regarding returns, financial performance, or tax treatment. Investors should consult the key risks detailed in Appendix A of the presentation before investing.

The company provides a comprehensive disclaimer that the presentation is informational only and not financial, investment, tax, legal, or accounting advice. It does not consider individual circumstances or objectives. Investment decisions should rely on independent professional advice. Past performance and pro-forma financial data are not indicative of future results. Forward-looking statements are predictive and may materially differ from actual outcomes.

Financial Information and Pro-Forma Data

All monetary values are in Australian dollars (A$) unless stated otherwise. Pro-forma financial information is illustrative and not necessarily indicative of future performance. It may not comply with accounting standards or Regulation SX Article 11.

The financial data includes non-GAAP and non-IFRS measures lacking standard definitions and may not be comparable to other entities. Rounding may cause minor discrepancies. Investors should review Wrkr Ltd’s latest financial reports filed with the ASX for detailed information.

Forward-Looking Statements and Market Outlook

The presentation contains forward-looking statements with terms such as "expect," "anticipate," "estimate," "intend," "believe," and similar expressions. These statements are subject to risks, uncertainties, and assumptions that may cause actual results to differ materially, including risks outlined in Appendix A.

Investors are cautioned not to overly rely on these statements, which reflect information as of 22 July 2026. Changes in regulatory, commercial, market, competitive, customer demand, and other factors may affect outcomes. These considerations should inform evaluation of Wrkr Ltd’s outlook.

Participation Process and Next Steps for Investors

Interested investors should review the full offer documentation accompanying the presentation. Institutional investors should coordinate with Morgans Corporate Limited or their advisers to confirm eligibility, pricing, timing, and settlement. Existing shareholders should verify SPP eligibility based on shareholding records and record dates, with details provided in separate SPP offer materials.

The immediate impact on Wrkr Ltd’s share price was unclear at announcement time. Historical share price and pro-forma financial data are not reliable predictors of future performance. Prospective investors should conduct independent research and seek professional advice before investing in Wrkr Ltd securities.