Althea Group Holdings (AGH) has said a A$2 million placement announced before Christmas is exempt from a new ASX ruling on it issuing equity securities.
AGH’s assessment came as it acknowledged around 31 million of 101 million shares issued in July 2024 were issued in excess of the company’s available 15% annual placement capacity under ASX listing rules.
It said the oversight resulted from a “miscalculation” and insisted it does not affect the validity of the shares issued in July.
The ASX has told AGH it must not issue or agree to issue any equity securities without security holder approval until February 2, 2025 unless doing so falls within an exception under listing rules.
In December 2024, the firm announced it had secured commitments of $2m via a loan notes placement to fund expansion of its Peak Processing Solutions Canadian operation and for general working capital.
Under the arrangement, two million loan notes will be issued at 1$ each, as a pure debt instrument, although they may become convertible into ordinary shares at $0.03c each subject to shareholder approval at the firm’s general meeting on January 31.
In consideration for the services of lead manager Taurus Capital Group, and in addition to fees payable to it, AGH intends to issue 25 million unlisted options exercisable at $0.04c on or before February 28, 2027 subject to shareholder approval.
The company said the issue of the loan notes and proposed issue of options are exempt from the ASX directive under listing rule 7.2, being equity securities that are conditional on shareholder approval.
AGH sacked long-standing chief financial officer, Robert Meissner, in December for alleged administrative errors just days after he was replaced as company secretary.
It said it has appointed a new company secretary and reviewed internal procedures for compliance with listing rules going forward, including a review by external legal counsel of its placement capacity.
