Highlights

• OpenLearning receives AUD 980,000 in commitments across its Placement and proposed entitlement offer.

• Investor Demand increases the placement from AUD 150,000 to AUD 430,000.

• Directors commit about AUD 550,000 to the entitlement offer, including approximately AUD 525,000 from ECA.

• The one-for-four entitlement offer opens on 18 November and is scheduled to close on 3 December 2026.

A funding update has changed the size of OpenLearning Limited’s (ASX:OLL) placement while preserving the terms offered to eligible shareholders. Total commitments have reached AUD 980,000, comprising a fully committed AUD 430,000 placement and approximately AUD 550,000 in director commitments to an entitlement offer. The combined Capital raising can reach approximately AUD 2.49 million before costs if the offer is fully subscribed.

What Changed in the Placement?

Demand from sophisticated and professional investors led the company to increase the placement from AUD 150,000 to AUD 430,000. OpenLearning plans to issue 43 million new fully paid ordinary shares at AUD 0.010 each, together with an equal number of free attaching options. Each option is exercisable at AUD 0.015 and expires on 31 October 2027. The placement shares and Options are expected to be issued around 11 November, before the entitlement offer record date. The company is managing the placement directly, without lead manager fees.

How Are Directors Taking Part?

Approximately AUD 550,000 has been committed by directors under the entitlement offer. Of that amount, about AUD 525,000 relates to ECA Investments Group, the company’s largest Shareholder and an entity associated with non-executive director Rupesh Singh. ECA and the directors are not participating in the placement. Instead, those commitments sit within the shareholder entitlement component, which is offered on the same price and option terms as the placement.

Who Can Participate in the Entitlement Offer?

Eligible shareholders with registered addresses in Australia, New Zealand, Malaysia or Singapore are to be offered one new share for every four existing shares held at 7:00 pm AEDT on 13 November 2026. The subscription price is AUD 0.010 per share, with one free attaching option for each subscribed share. Reflecting the larger placement, the entitlement offer may raise approximately AUD 2.06 million. It is non-renounceable, not underwritten and has no minimum subscription. Eligible shareholders taking up their full entitlement may also apply for additional shares under the shortfall arrangements.

Which Dates Define the Next Stage?

The indicative timetable places the prospectus lodgement around 10 November, with the entitlement offer opening on 18 November and closing at 5:00 pm AEDT on 3 December. Results and new securities are scheduled for 10 December, with new shares expected to begin trading on 11 December. The dates may change under the applicable rules. Shareholders are directed to read the prospectus, including risk factors, before making a participation decision. Commitments already announced are not the same as full subscription of the total offer.

What Comes Next?

The increase in placement size changes the mix of the fundraising, while the entitlement component retains the same Offer Price and attaching-option structure. The Record Date and application period now become the principal near-term milestones for eligible shareholders. The AUD 980,000 figure represents commitments reported on 9 November, whereas the approximately AUD 2.49 million total reflects the maximum proposed raising before expenses. The actual entitlement proceeds will depend on investor participation.