Yowie Rebuts Keybridge Director Notices, Confirms $6.6M Debt and Share Placement

• Yowie disputes unauthorized director removal and nomination notices from Keybridge
• Confirms outstanding debt to Keybridge exceeds $6.6 million, partially covered by statutory demand
• No knowledge of shareholder meetings called to remove or appoint directors
• Recent share placement raised $516,000 for working capital amid US tariff impacts
• Yowie affirms compliance with ASX Listing Rules and continuous disclosure obligations

Background to the Dispute

Yowie Group Ltd (ASX: YOW) has responded comprehensively to ASX queries concerning a series of contentious notices allegedly served by Keybridge Capital Limited (in administration). These notices, which purported to remove several Yowie directors and nominate new ones, were sent by a law firm not acting for Keybridge’s administrator and are disputed by Yowie as unauthorized and invalid.

The notices in question included two section 203D(2) notices dated 1 and 9 April 2025, and an intention statement dated 24 April 2025. Yowie maintains these documents were not validly issued by Keybridge or its administrator, citing lack of delegated authority and absence of proper board meetings to approve such actions.

Debt Recovery and Financial Position

Yowie confirmed it is the largest creditor of Keybridge, with outstanding debts exceeding $6.6 million. This figure contrasts with a statutory demand issued on 8 May 2025 for approximately $4.63 million, representing only part of the total owed. The company provided detailed transaction records to ASX, outlining loans and accrued interest, underscoring the ongoing challenges in recovering funds from Keybridge.

In response to Keybridge’s failure to meet repayment obligations, Yowie recently completed a private placement, issuing over 34 million shares at 1.5 cents each to raise $516,000. The capital raise aims to bolster Yowie’s working capital, particularly in light of external pressures such as US trade tariffs impacting raw material costs.

Governance and Compliance Assurance

Yowie categorically denies any knowledge of shareholder meetings called to remove or appoint directors, affirming that no requests have been received from Keybridge or any other shareholder to convene such meetings. The company also confirmed compliance with ASX Listing Rules, including continuous disclosure obligations under Listing Rule 3.1.

Further, Yowie disclosed that its board reviewed and approved all responses to ASX’s queries, ensuring adherence to its continuous disclosure policy. This transparency comes amid an ongoing Takeovers Panel application by Keybridge disputing Yowie’s share placement, highlighting the complex and contested nature of the corporate governance landscape between the two entities.

Looking Ahead

The dispute between Yowie and Keybridge remains unresolved, with legal and regulatory processes ongoing. Yowie’s firm stance on the invalidity of the notices and its proactive capital management signal a company navigating significant challenges while seeking to protect shareholder value and its financial interests.

Bottom Line?

Yowie’s firm rebuttal and strategic capital moves set the stage for a pivotal showdown with Keybridge and regulatory authorities.

Questions in the middle?

• Will the Takeovers Panel rule on the validity of Yowie’s share placement and Keybridge’s claims?
• How will Yowie’s debt recovery efforts from Keybridge progress amid administration and legal disputes?
• Could further shareholder actions or board changes arise from this ongoing conflict?