Key Highlights

  • RBR has received firm commitments to raise A$600,000 before costs at A$0.018 per share, with Grounded Group cornerstoning A$150,000.
  • All A$1.25 million of convertible notes have been restructured and extended, with Maturity dates pushed out in some cases to 2027.
  • Settlement is expected on 17 November 2026, with new shares issued on 18 November 2026.
  • Laurie Ziatas is nominated to become Non-Executive Chair subject to his election at the Annual General Meeting on 27 November 2026.

RBR Group Limited (ASX:RBR) has announced firm commitments for a Placement to raise A$600,000 before costs, alongside an agreement with all of its convertible noteholders to restructure and extend A$1.25 million of notes. The Perth-based provider of workforce and project services to the energy and resources sectors says the combined measures reduce near-term Balance Sheet pressure while it works through its contract pipeline.

Placement Structure and Settlement

The placement involves 33,333,333 fully paid ordinary shares at A$0.018 each, offered to sophisticated and professional investors. The price represents a nil discount to the last ASX closing price before the trading halt. No Options were issued to placement investors. Mr Paul Natoli of Grounded Group cornerstoned the placement for A$150,000. Of the new shares, 18,038,872 will be issued under ASX Listing Rule 7.1 and 15,294,461 under Listing Rule 7.1A. Settlement is expected on Tuesday, 17 November 2026, with the new shares expected to be issued on Wednesday, 18 November 2026.

MST Financial Services acted as lead manager. It will receive a management fee of 3% and a selling fee of 3% of funds raised, each plus GST, with the selling fee not payable on funds raised from Grounded Group and CPS Capital. MST may take its fees in cash or in shares at the placement price. Subject to Shareholder approval, MST will also receive 7,000,000 unquoted options exercisable at $0.03 on or before 7 November 2027. A general meeting will be convened to seek shareholder approval for the options and any fee shares.

Convertible Note Restructure

The company has agreed with noteholders to restructure its A$1.25 million of convertible notes. The A$1.0 million of notes held by FNBIT (The JEMA International A/C) has had its maturity extended by 12 months to 26 September 2027. The A$250,000 held by the trustees of the GH super fund has been split. A$50,000 will be repaid in cash from placement proceeds, A$25,000 will be cancelled in exchange for 1,388,889 shares at A$0.018, and the remaining A$175,000 has been extended by six months to 15 March 2027.

Noteholders will receive rollover fees of A$39,375 in total, payable through 2,187,501 fully paid ordinary shares at A$0.018. Accrued interest on all notes will be paid in cash from placement proceeds. Interest will continue to accrue on the extended notes at the existing rates of 10% and 11% per annum, and the other terms of the notes remain unchanged.

Use of Proceeds and Contract Context

The company intends to apply the placement proceeds to current creditors (A$150,000), partial repayment of convertible note interest (A$90,000), the Stage 1 Mozambique contract at Rovuma LNG (A$150,000), and working Capital and placement costs (A$210,000). The announcement says first modules for the awarded contract are already under construction in South Africa for delivery to site in December. Non-Executive Director Athol Emerton said the improved balance sheet will assist with early-stage contract working capital, alongside capital already provided by RBR’s Mozambique operating entities, PD and strategic partner Canvas & Tent.

Board Changes

Executive Chairman Ian Macpherson has agreed to stand for re-election at the annual general meeting on 27 November 2026 and, if re-elected, to transition to a Non-Executive Director role ahead of his planned retirement. He will remain with the company until Christmas to assist with the appointment of a new non-executive director and the transition of management matters. Following the Withdrawal of Mr Jake Cole as a candidate for election, Mr Laurie Ziatas has been nominated for election as a director and, if elected, will assume the role of Chair. Mr Ziatas has more than 45 years of experience in corporate, commercial and Mining law, according to the company.

Closing Perspective

The placement and note restructuring alter the timing of RBR’s repayment obligations and provide funds for specific creditor and contract requirements. Execution of the contract in Mozambique, the completion of the November settlement and the outcome of the AGM are the next milestones disclosed. Subsequent announcements on the MST options, the shareholder meeting and any non-executive director appointment will show how the revised Capital Structure and board composition take shape.