RocketDNA Acquires Remaining 40% of WA Subsidiary for $1M in Escrowed Shares

RocketDNA moves to 100% ownership of Western Australian subsidiary

RocketDNA has entered into a binding agreement to acquire the remaining 40% of RocketDNA (WA) Pty Ltd that it does not already own, moving from 60% to 100% ownership of the subsidiary. The consideration of A$1.0 million will be satisfied entirely through the issuance of new shares, with no cash component. The transaction simplifies the group structure by removing the minority interest, though it does not alter operations, customers, or consolidated revenue reporting, as RocketDNA already controls and consolidates the entity.

The company will issue 41,767,605 shares at $0.023942 per share, calculated as the 20-day volume weighted average price to 15 June 2026. This represents approximately 3.5% of current issued capital. All consideration shares will be subject to 12-month voluntary escrow, aligning the vendors — who include the subsidiary’s original founders — with shareholder outcomes over the medium term.

What is a non-controlling interest and why does eliminating it matter?

A non-controlling interest (NCI) refers to a minority ownership stake in a subsidiary that the parent company does not hold, even though the parent controls the entity and consolidates its financial performance. In RocketDNA’s case, the company already consolidates 100% of RocketDNA (WA)’s revenue and assets in its accounts, but under the previous structure, 40% of the subsidiary’s profit was allocated to minority holders.

By acquiring the remaining stake, RocketDNA removes this allocation and retains the full economic benefit of the subsidiary’s performance. Companies typically simplify ownership structures to achieve cleaner financial reporting, eliminate profit-sharing with minority stakeholders, and streamline governance. For investors, this means the group now captures the entire economic upside of the Western Australian operations rather than distributing a portion to external parties.

Transaction details and alignment with founders

The vendors are Investmin Pty Ltd, the McKern Family Trust, and the McLeay Family Trust. Evan McKern, a Technical Director at RocketDNA and co-founder of the acquired business, holds a 16% interest in RocketDNA (WA) through the McKern Family Trust and will receive 40% of the consideration shares, valued at A$0.4 million. Shane McLeay, the other co-founder and a director of RocketDNA (WA), holds a 16% interest through the McLeay Family Trust and will receive the same consideration of A$0.4 million in escrowed shares.

The use of escrowed equity rather than cash aligns the founders’ interests with those of RocketDNA shareholders for the next 12 months. Neither vendor is a director of the listed entity or a related party under Chapter 2E of the Corporations Act or Listing Rule 10.11, meaning shareholder approval is not required. The vendors’ interests have been disclosed to and managed by the board, with appropriate abstentions applied to subsidiary-level approvals.

Key transaction metrics:

• Total consideration: A$1.0 million (scrip only)
• Shares issued: 41,767,605
• Issue price: $0.023942 (20-day VWAP to 15 June 2026)
• Escrow period: 12 months
• Ownership post-completion: 100%

Conditions and expected completion

Completion is subject to customary conditions, including no material adverse change, which must be satisfied or waived within 90 days. One specific condition requires the amendment of an intercompany loan provided by Entech Pty Ltd — an entity owned and operated by Shane McLeay — onto commercial terms. The transaction is a separately negotiated purchase of the remaining interest and does not constitute an exercise of the call option arrangements entered into in 2021.

CEO commentary

Christopher Clark, Managing Director & CEO

“Moving to full ownership of our Western Australian operating subsidiary is a sensible housekeeping step. We already control and consolidate this entity, so nothing changes operationally; we are simply removing the remaining minority interest for a modest scrip consideration and tidying up the group structure. We are also pleased that the founders of the business, who continue to contribute to RocketDNA, are taking their consideration in escrowed RocketDNA shares, which reflects their confidence in the future of the Company.”

About RocketDNA’s Western Australian operations

RocketDNA (WA) is the entity in which most of the group’s Australian revenue is recognised. The company first acquired a 60% stake in the subsidiary, then called Arvista Pty Ltd, in September 2021, and has controlled and consolidated it since. RocketDNA operates as a technology services provider specialising in AI-powered drone solutions for the mining, agricultural, and engineering sectors. The company delivers fully outsourced aerial surveying, mapping, security, surveillance, and asset inspection services through remotely operated drone systems, enabling customers to focus on ground operations while ensuring rapid data turnaround.

Key clients include Rio Tinto, BHP, South32, Newmont, Vault Minerals, and Seriti Coal. RocketDNA operates primarily in Australia and Africa, with regional offices in Perth, Johannesburg, and Accra. Full ownership of the Western Australian subsidiary strengthens the company’s position in the core WA mining services market, where the majority of its Australian revenue is generated.

The Western Australian subsidiary sits at the centre of RocketDNA’s Australian service delivery, and the group is simultaneously advancing its Skylink OS platform into live mining operations with Tier-1 customers, a strategic move toward software-led recurring revenue that full ownership of the WA entity now positions the group to capture entirely.

Want the Next Tech Breakout in Your Inbox?

Join 20,000+ investors receiving FREE breaking ASX tech news within minutes of release, complete with in-depth analysis. Click the “Free Alerts” button at Big News Blast to get market-moving announcements delivered straight to your inbox the moment they break.