Althea Group Holdings (AGH) has confirmed that a A$2 million placement announced in December is exempt from an ASX directive prohibiting the company from issuing equity securities without shareholder approval.
The confirmation came as AGH acknowledged that approximately 31 million of the 101 million shares it issued in July 2024 exceeded the company's available 15% annual placement capacity under ASX listing rules.
The company attributed the breach to a "miscalculation" and stated that the error does not affect the validity of the shares that were issued in July.
The ASX directed AGH not to issue or agree to issue any equity securities without security holder approval until February 2, 2025, unless an exception under the listing rules applies.
In December 2024, the company announced it had secured commitments of $2m through a loan notes placement, with proceeds earmarked for expanding its Peak Processing Solutions Canadian operation and for general working capital purposes.
Under the terms of the arrangement, two million loan notes will be issued at $1 each as a pure debt instrument, though they may become convertible into ordinary shares at $0.03c each, subject to shareholder approval at the company's general meeting on January 31.
As 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, also subject to shareholder approval.
AGH said the issue of the loan notes and the proposed issue of options are both exempt from the ASX directive under listing rule 7.2, as they are equity securities conditional on shareholder approval.
AGH dismissed long-standing chief financial officer Robert Meissner in December over alleged administrative errors, just days after he had been replaced as company secretary.
The company said it has since appointed a new company secretary and reviewed its internal procedures for compliance with listing rules, including an external legal counsel review of its placement capacity.
