Aureka Limited (ASX:AKA) has lodged an Appendix 3B disclosing a proposed issue of 53,333,334 fully paid ordinary shares as non-cash consideration for the acquisition of 100% of the issued share capital of High Grade Holdings Pty Ltd, with the issue scheduled for 13 November 2026.

Key Points

  • 53,333,334 fully paid ordinary AKA shares to be issued as consideration shares, with a deemed issue price of $0.12 per share and an estimated AUD equivalent of $6,400,000.
  • Securities are being issued for non-cash consideration — the acquisition of 100% of High Grade Holdings Pty Ltd (ACN 004 758 141) — with no funds raised from the issue.
  • Shareholder approval for the issue was obtained at a general meeting held on 23 October 2026.
  • 32,342,835 of the shares to be issued are subject to voluntary escrow for 12 months from the date of issue, expected to cease on 13 November 2027.

Consideration Share Issue Terms

According to the filing, Aureka Limited is issuing 53,333,334 fully paid ordinary shares in the existing AKA class to satisfy scrip consideration payable under a Share Sale Agreement for the acquisition of 100% of High Grade Holdings Pty Ltd. The consideration shares carry a nil cash issue price and a deemed issue price of $0.12 per share, with an estimated AUD equivalent consideration of $6,400,000. The company stated that no funds will be raised from the issue. The new securities will rank equally in all respects from their issue date with existing issued securities in the same class.

Conditions Precedent and Shareholder Approval

The filing discloses that shareholder approval for the proposed issue was received at a general meeting on 23 October 2026. A second condition — completion under the Share Sale Agreement — was listed with a determination date of 13 November 2026, with approval or satisfaction of that condition not yet confirmed as at the date of the filing. The filing directs readers to Section 2.3 of the Explanatory Statement accompanying the company's Notice of General Meeting released on 24 September 2026 for a summary of the conditions precedent to completion.

Voluntary Escrow and Further Details

The filing states that 32,342,835 of the fully paid ordinary shares to be issued will be subject to voluntary escrow for 12 months from the date of issue, with the escrow period expected to cease on 13 November 2027, based on the proposed issue date of 13 November 2026. The proposed issue is not underwritten, and no lead manager or broker has been appointed. Fees associated with the issue are described as standard legal and other external adviser fees. Further details of the acquisition and the consideration shares are set out in the company's disclosures dated 7 September 2026 and 24 September 2026.