Highlights

  • RooLife Group completed the Acquisition of renewable energy Business Assets through its Wholly Owned Subsidiary Aurora Advanced Technologies.
  • RLG shares were trading at AUD 0.0050, down 16.67% during the morning Trading session on 24 August 2026.
  • The acquired business includes strategic relationships, a development pipeline, intellectual property, engineering documentation and project delivery capability.
  • No cash consideration is payable, with the transaction structured entirely through shares and performance rights subject to Shareholder approval.
  • Around 83% of the total consideration will vest only if the acquired business secures aggregate Revenue contracts of $12.5 million and delivers at least $1.56 million in gross profit.

RooLife Group (ASX:RLG) has completed the acquisition of renewable energy business assets from Kabunga Holdings Pty Ltd, adding project origination, engineering capability and delivery relationships to its Aurora Advanced Technologies subsidiary. The transaction broadens RLG’s Renewable Energy division from product Supply and distribution into battery energy storage, microgrid and hybrid power project opportunities.

RooLife Group shares were trading at AUD 0.0050, down 16.67%, or AUD 0.0010, during the morning trading session on 24 August 2026. The stock remained down 50.00%, or AUD 0.01, over the past year.

RLG operates as a data-driven commerce company across consumer goods, food and beverage and renewable energy, with a focus on markets including China, Australia and India. Its operating model centres on identifying product Demand and using supplier networks and multi-channel sales infrastructure without relying on warehousing.

Acquisition Adds Project Origination and Delivery Capability

The transaction transfers the acquired renewable energy business into Aurora, RLG’s wholly owned renewable energy subsidiary.

As part of the acquisition, Aurora has obtained multiple strategic relationship agreements spanning battery technology, battery systems assembly, project development and sales and distribution partners across Australia, Europe and Africa.

Aurora has also acquired the entire business development pipeline, together with intellectual property, designs, engineering documentation and business records.

The deal is intended to complement RLG’s existing renewable energy product activities by adding the capability to originate and deliver larger-scale battery energy storage and hybrid power projects.

RLG had entered into the term sheet with Kabunga Holdings on 29 July 2026. Following completion, the acquired business and its renewable energy assets are now owned and operated through Aurora.

Renewable Energy Offering Moves Beyond Product Distribution

RLG has been developing Renewable Energy as one of its core business verticals through Aurora.

The company already holds exclusive 10-year Marketing and distribution agreements with Chinese manufacturers Genmia, Kemin and Sunda.

Those agreements cover photovoltaic power generation control systems, solar inverters and battery storage units manufactured under original equipment manufacturer arrangements, with RLG holding exclusive global branding and sales rights.

The newly acquired business adds another layer to that model.

While the existing agreements provide access to branded solar, inverter and battery products, the acquisition brings strategic customer relationships, project development capability and delivery partnerships that can support the deployment of battery storage and hybrid power solutions at project scale.

RLG said combining the two businesses creates an integrated renewable energy offering spanning products, projects and longer-term energy contract opportunities.

Research Partnership Provides Technology Development Pathway

The acquisition also links with RLG’s research partnership with Murdoch University, which was announced on 29 July 2026.

That collaboration focuses on the development and validation of battery management systems and inverter control software under Australian operating conditions.

RLG said the partnership provides a pathway for battery and inverter control technology to be developed and potentially deployed through the acquired project pipeline and delivery relationships.

The structure brings together product distribution, project development relationships and research capability within the Renewable Energy division.

No Cash Consideration Under the Deal

The acquisition has been structured entirely through scrip, with no cash consideration payable.

The upfront consideration consists of 80 million RLG shares at a deemed issue price of AUD 0.0025 per share.

Those upfront shares will be subject to a 12-month voluntary Escrow period once issued.

A further 400 million performance rights form the balance of the consideration, with conversion tied to revenue and Gross Profit milestones achieved by the acquired business.

The issue of both the upfront shares and the performance rights remains subject to shareholder approval, which RLG intends to seek at its 2026 Annual General Meeting.

Most Consideration Linked to Revenue and Gross Profit Milestones

The performance rights are divided across three tranches.

Tranche 1 comprises 80 million performance rights and will convert into shares if the business secures a $2.5 million revenue contract and delivers $312,500 in gross profit.

Tranche 2 consists of 160 million performance rights, conditional on the business securing an additional $5.0 million revenue contract and delivering $625,000 in gross profit.

Tranche 3 includes another 160 million performance rights and requires a further $5.0 million revenue contract together with $625,000 in gross profit.

Across all three tranches, the revenue milestones total $12.5 million, while the minimum gross profit contribution totals approximately $1.56 million.

RLG said approximately 83% of the total consideration will only vest if these revenue and profit hurdles are met.

Any shares issued following conversion of the performance rights will also be subject to a 12-month voluntary escrow period.

Management Turns Focus Toward Project Execution

Managing Director Bryan Carr said completion of the acquisition represented an important step in the development of Aurora into a broader renewable energy business.

He said RLG had acquired relationships, project pipeline, engineering capability and delivery partnerships without using cash consideration.

Carr also highlighted the performance-linked structure of the transaction, noting that most of the consideration will only be issued if contracted revenue and gross profit are delivered.

Management’s attention will now move toward converting the acquired development pipeline and strategic relationships into contracted revenue.

Carr identified energy transition opportunities in Mining and industry as an important area of demand within the markets RLG is targeting.

What Investors May Be Watching

RooLife Group’s latest update shifts the focus from transaction completion to execution within its Renewable Energy division.

The acquired business gives Aurora access to a project pipeline, engineering documentation and development relationships alongside RLG’s existing solar, inverter and battery product agreements.

For investors, the main operational markers are likely to be the conversion of that pipeline into contracts and whether the revenue and gross profit milestones attached to the performance rights are achieved.

The structure of the acquisition also means a substantial portion of the vendor consideration remains conditional on delivery. Approximately 83% of the total consideration is tied to aggregate revenue contracts of $12.5 million and gross profit of at least $1.56 million.

Shareholder approval at RLG’s 2026 Annual General Meeting will also be required before the upfront shares and performance rights can be issued.