공시 • Jan 02
AVA Risk Group Limited announced that it expects to receive AUD 7 million in funding from Hale Capital Management, L.P.
AVA Risk Group Limited announced that it has entered into binding agreements for a strategic investment to issue Convertible Loan Note for gross proceeds of AUD 7,000,000 and 45,380,875 unlisted warrants on December 31, 2025. The transaction includes participation from Hale Capital Management and its affiliates, HCP-FVX, LLC and HCP Fund V-FVX, LLC (Hale). The note is of face value of AUD 1 for each note and is a secured 4 to 5-year unlisted convertible note. The note has a coupon rate of 10.00% per annum; and BBSW Mid plus 6% per annum and matures from 48 months from the date of the first subscription date, with an option for AVA to extend the maturity for 12 months. The note is convertible at a conversion price of AUD 0.1234 per ordinary share. The note will be issued in 2 tranches with initial tranche (Tranche 1) for AUD 2,979,184.50 pursuant to its existing placement capacity and will issue notes in second tranche (Tranche 2) for AUD 4,020,815.50 subject to obtaining shareholder approval. The Tranche 1 Notes and Tranche 2 Notes will have a maturity date equal to 48 months following financial close, subject to AVA's right to extend maturity for a further 12 months. Hale will have the right to convert all or a portion of any outstanding amount of the AUD 7,000,000 facility (including capitalized interest, if any) into fully paid ordinary shares in AVA (Shares) at the conversion price of AUD 0.1234 per Share, equal to a 81% premium to AVA's last closing share price on 30 December 2025. AVA has the right in certain circumstances to compel conversion of Notes into Shares or repay the facility. The company will issue warrants 19,314,000 Warrants (Tranche 1 Warrants) pursuant to AVA's existing placement capacity. Subject to obtaining approval of AVA's shareholders for the purposes of ASX Listing Rules 7.1 and 6.23.2 respectively, AVA proposes to issue a further 26,066,875 Warrants (Tranche 2 Warrants) to Hale and grant Hale the Warrant Put Option in respect of the Tranche 1 Warrants and Tranche 2 Warrants. Each Warrant expires 5 years after the issue date (i.e. each Warrant has a 5 year exercise period), upon the expiry of which, subject to obtaining AVA shareholder approval for the grant of the Put Option, any unexercised Warrants must be bought back by AVA at the Put Option Price per Warrant and will raise up to AUD 5.6m (if exercised). The 45,380,875 unlisted warrants, will be exercisable into one fully paid ordinary share of AVA at an exercise price of AUD 0.1234 (Warrants) that is 81% premium to AVA's last closing share price on 30 December 2025. If warrants are not exercised by expiry, or on a change of control, Hale can require AVA to buy back the warrants at AUD 0.0315 per warrant (subject to shareholder approval). The transaction is subject to lock up period of 12 months following financial close. There may be no conversion of the Notes during the Lock-up Period, unless Hale elects to do so following an early re- or pre-payment by AVA during the Lock-up Period. The transaction is expected to close on On or prior to January 31, 2026. The transaction is subject to shareholders approval in its shareholders' meeting to be held no later than February 27, 2026 and No later than March 27, 2026.