Qoria Receives $10M Aura Facility as Merger Workstreams Advance to July Vote
Qoria secures $10 million working capital facility as Aura merger advances
Qoria has secured a $10 million unsecured working capital facility from Aura as the proposed merger progresses towards completion. The facility, funded on 15 April 2026, provides bridging finance while disclosure documents are finalised, with the scheme shareholder meeting now expected in July 2026. The company expects to reach positive free cash flow from July 2026 and targets the merged group achieving free cash flow positive status by 31 December 2026.
The Qoria Board continues to unanimously recommend shareholders vote in favour of the scheme, subject to the Independent Expert concluding the transaction is in shareholders’ best interests. Each Director intends to vote their own shares in favour of the merger.
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Key terms of the working capital facility
The facility provides immediate liquidity to cover transaction costs and strengthen the balance sheet ahead of completion. Key commercial terms include a 15% per annum interest rate, capitalised as payment-in-kind (PIK), meaning no cash interest payments are required during the facility term.
The facility is unsecured and structured as a bullet repayment, with maturity on the earlier of 31 July 2029 or five business days following refinancing of the existing Ashgrove facilities. Any amounts owing under the facility will automatically set off against any Aura Reimbursement Fee payable under the Merger Implementation Deed if that obligation arises.
| Facility Size | Interest Rate | Repayment | Security |
|---|---|---|---|
| A$10 million | 15% per annum (PIK capitalised) | Bullet repayment at maturity (31 July 2029 or earlier) | Unsecured |
The facility reflects Aura’s commitment to the transaction as both parties work towards finalising integration planning and disclosure documentation. The funding removes near-term uncertainty and ensures Qoria can meet transaction costs without diluting existing shareholders ahead of the scheme vote.
Conversion rights explained
Conversion rights only apply if the Merger Implementation Deed is terminated and the transaction fails to complete. In that scenario, Aura may elect to convert all or part of the outstanding facility amount (including principal, capitalised interest, accrued interest and minimum return fee) into Qoria ordinary shares at any time up to five business days prior to maturity.
Conversion is subject to a $2.5 million minimum amount. The conversion price equals the greater of $0.30 or the 20-day volume weighted average price immediately preceding the conversion notice date.
Based on Qoria’s current issued capital, the maximum conversion amount would result in approximately 54 million shares, representing around 3.9% of issued capital. This structure provides Aura with downside protection only in a no-deal scenario whilst protecting existing shareholders through the $0.30 price floor.
What is a working capital facility?
A working capital facility is a loan arrangement that provides short-term financing to cover a company’s day-to-day operational expenses and obligations. In merger and acquisition contexts, acquirers sometimes extend bridge financing to target companies during extended deal processes to ensure the target maintains sufficient liquidity through completion.
Working capital facilities can be secured (backed by specific assets) or unsecured (relying solely on the borrower’s creditworthiness). The Qoria facility is unsecured, indicating Aura’s confidence in the transaction completing successfully.
PIK (payment-in-kind) interest means the interest accrues and capitalises to the principal balance rather than requiring cash payments during the loan term. This structure preserves cash flow for operational needs and transaction costs whilst still compensating the lender through compounding interest.
In complex mergers requiring regulatory approvals and extensive documentation, working capital facilities demonstrate the acquirer’s commitment to closing the transaction and ensure the target can operate normally through what can be an extended timeline.
Revised timeline and path to completion
The transaction timeline has shifted slightly to accommodate the complexity of integration planning and preparation of comprehensive disclosure materials. The extension reflects thorough workstream execution rather than any fundamental issues with the merger rationale.
The updated sequence of milestones is as follows:
- Disclosure documents (scheme booklet and Independent Expert’s Report) expected in May 2026
- Scheme shareholder meeting expected in July 2026
- Transaction completion expected in July 2026
- Merged group targeting positive free cash flow by 31 December 2026
The parties report good progress across all transaction workstreams. The disclosure documents will provide shareholders with detailed information on the merger terms, pro forma financials for the combined group, and the Independent Expert’s assessment of whether the scheme is in shareholders’ best interests.
The July completion timeline aligns with Qoria’s expectation of reaching free cash flow positive status from that month, meaning the combined entity should generate positive cash flows from operations minus capital expenditure and lease payments (excluding interest and restructure costs) from merger onwards.
Board maintains unanimous recommendation
The Qoria Board unanimously recommends shareholders vote in favour of the scheme, subject to two conditions: the absence of a superior proposal and the Independent Expert concluding (and continuing to conclude) that the scheme is in shareholders’ best interests.
Board Recommendation
The Board unanimously recommends Qoria shareholders vote in favour of the proposed merger with Aura, subject to no superior proposal emerging and the Independent Expert’s positive conclusion. Each Director intends to vote all shares they hold or control in favour of the scheme on this basis.
This alignment between Board recommendation and Directors’ personal voting intentions provides confidence in the transaction rationale. Directors are subject to the same conditions as their recommendation to shareholders, ensuring their voting commitment remains conditional on the Independent Expert’s assessment.
The recommendation reflects the Board’s view that the merger creates value for shareholders through combination with Aura’s complementary digital security platform and customer base of approximately 1.3 million subscribers globally.
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What comes next for Qoria shareholders
Shareholders should monitor several key dates and documents over the coming months as the transaction progresses towards completion. The most significant milestone will be release of the scheme booklet in May 2026, which will contain comprehensive information on the merger terms and rationale.
Key action items for shareholders:
- Scheme booklet and Independent Expert’s Report expected May 2026 (review these documents carefully when released)
- Shareholder meeting expected July 2026 (attend in person or submit proxy votes)
- Shareholders to vote on the scheme at the meeting (requires 75% of votes cast and majority of shareholders voting)
The Independent Expert’s Report will assess whether the scheme consideration is fair and reasonable, providing an independent valuation analysis to inform shareholder voting decisions. Shareholders should review this assessment alongside the Board’s recommendation and their own investment objectives before voting.
The scheme booklet will also detail any conditions precedent that must be satisfied before completion, regulatory approval requirements, and pro forma financial information for the merged entity.
Interested in How This Merger Could Transform Qoria’s Digital Security Platform?
The $10 million working capital facility demonstrates Aura’s commitment to completing this transformative merger, providing Qoria with the financial stability to finalise integration planning whilst targeting positive free cash flow by December 2026. The combination with Aura’s 1.3 million global subscriber base represents a significant expansion opportunity for the merged entity.
To access detailed financial reports, integration timelines, and management presentations on the merger’s strategic rationale, visit the Qoria investor centre. Stay informed as the scheme booklet and Independent Expert’s Report are released in May 2026 ahead of the crucial shareholder vote.