EMU NL’s $1.83M Entitlement Offer: 107M New Shares at $0.017 Each

Capital Raise Details

EMU NL has launched a non-renounceable pro rata entitlement offer to raise up to approximately $1.83 million by issuing around 107.45 million new shares at an issue price of $0.017 each. Eligible shareholders will also receive one free attaching option for every new share subscribed, exercisable at $0.05 until 28 September 2030. The offer is open to shareholders registered by 10 September 2025 with registered addresses in Australia or New Zealand, excluding ineligible overseas shareholders.

The proceeds are earmarked primarily for advancing exploration at the Georgetown Project in Northern Queensland, where EMU holds an 80% joint venture interest, and for maintaining the Badja Project in Western Australia. Approximately 62% of funds will support Georgetown exploration, 3% for Badja, with the remainder allocated to working capital and offer expenses.

Governance Uncertainty Ahead

The timing of this capital raising coincides with significant governance uncertainty. The Takeovers Panel has ordered that any shares issued from 10 July 2025 until the upcoming General Meeting on 29 September 2025 will not carry voting rights at that meeting. This includes the new shares and options issued under this offer, as well as recently issued Consideration Contributing Shares.

More notably, the Company has received multiple notices under the Corporations Act seeking the removal of all three current directors, Peter Thomas, Tim Staermose, and Oliver Douglas, and the appointment of two new directors. Should these resolutions pass, control of EMU could change hands without a premium being paid, potentially leading to instability and uncertainty around the company’s strategic direction and project development.

Dilution and Capital Structure Impact

The offer is non-renounceable, meaning shareholders cannot trade or transfer their entitlements. If shareholders do not fully participate, their holdings will be diluted by up to 34%. The capital structure post-offer will see fully paid ordinary shares increase from approximately 211 million to over 318 million, with options rising to nearly 155 million. The company also holds a significant number of existing options and performance rights, though the board considers it unlikely these will be exercised before the record date.

EMU also has a secured loan facility with Northmead Holdings Pty Ltd, which includes an equity-based commitment fee satisfied by issuing unlisted Contributing Shares. The lender is a substantial shareholder and may increase its voting power subject to regulatory limits.

Risks and Market Context

The company’s exploration activities remain highly speculative, with risks including exploration success, operational challenges, environmental and regulatory compliance, and commodity price volatility. The looming board changes add a layer of governance risk that could affect investor confidence and project continuity.

Shareholders are cautioned that new shares and options issued under this offer will not have voting rights at the General Meeting, limiting their influence over the critical resolutions that could reshape the board and company control.

Next Steps for Investors

Eligible shareholders must decide whether to participate in the offer by 23 September 2025. The company reserves the right to place any shortfall at its discretion, subject to regulatory restrictions on voting power thresholds. Investors should weigh the speculative nature of the investment, potential dilution, and the uncertain governance environment before committing funds.