RLG accelerates renewable energy push with battery storage acquisition and $1.06M placement
Global commerce group RooLife Group Ltd (ASX: RLG) has entered a binding term sheet through its wholly owned subsidiary Aurora Advanced Technologies Pty Ltd (“Aurora”) to acquire the renewable energy business of Kabunga Holdings Pty Ltd, focused on battery energy storage (BESS), microgrid and hybrid power solutions. The move accelerates the expansion of RLG’s Renewable Energy division from branded products into project origination and delivery.
Alongside the acquisition, RLG has received firm commitments for a $1,060,000 placement at $0.0025 per fully paid ordinary share.
The acquired business identifies, originates, develops and delivers BESS, microgrid and hybrid power solutions for mining, commercial, industrial, utility and government customers internationally. Together, the two developments create an integrated renewable energy offering spanning products, projects and long-term energy contracts.
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Inside the acquisition: from branded products to project delivery
The Business identifies, originates, develops and delivers battery energy storage, microgrid and hybrid power solutions across a range of international customer segments. The acquisition adds project origination and delivery capability to RLG’s existing product platform.
As previously announced, RLG holds “exclusive 10-year marketing and distribution agreements” with Chinese manufacturers Genmia, Kemin and Sunda, covering photovoltaic power generation control systems, solar inverters and battery storage units manufactured under OEM arrangements, with RLG holding “exclusive global branding and sales rights”.
The strategic logic is straightforward. The existing agreements provide exclusively branded solar, inverter and battery products, while the acquired business brings the customer relationships, development pipeline and delivery partnerships required to deploy solutions at project scale. Together they form an integrated value chain consistent with RLG’s demand-led, asset-light model.
Under the term sheet, Aurora will acquire the contracts, business development pipeline, intellectual property, business records and goodwill of the Business.
Established value chain relationships
The acquired business brings a network of established relationships spanning the battery value chain:
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Battery technology companies, systems assemblers, and sales/project development partners spanning Australia, East Africa and Europe
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Battery technology and manufacturing arrangements for customising and assembling battery systems
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Sales and distribution arrangements targeting residential, commercial property and data centres
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Project origination relationships to fund, install, own and operate mine-site power generation under long-term power purchase agreements
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A business development pipeline including proposed power and battery storage projects and mine-site PPA opportunities
Deal structure: 83% of consideration tied to performance
The acquisition consideration is 100% scrip, escrowed, and overwhelmingly performance-based. Approximately 83% of the total consideration vests only on the delivery of contracted revenue and gross profit outcomes, aligning the vendor’s reward with actual results.
The Upfront Shares comprise 80,000,000 Shares at a deemed issue price of $0.0025 (a deemed value of $200,000), subject to shareholder approval within 2 months of completion of the acquisition and a 12-month voluntary escrow.
The remaining consideration takes the form of up to 400,000,000 Performance Rights, each convertible into one Share at a deemed $0.0025. These are tied to the Business achieving aggregate revenue contracts totalling $12.5 million with a minimum $1.56 million gross profit contribution.
| Tranche | Performance Rights | Revenue contract condition | Gross profit condition |
|---|---|---|---|
| Tranche 1 | 80,000,000 | $2.5 million | $312,500 |
| Tranche 2 | 160,000,000 | $5.0 million (additional) | $625,000 |
| Tranche 3 | 160,000,000 | $5.0 million (further) | $625,000 |
Completion is subject to conditions precedent including due diligence, novation or assignment of business contracts, RLG shareholder approval and any required regulatory approvals, with a sunset date of 30 September 2026.
Bryan Carr, Managing Director, RLG
“This Acquisition marks an important milestone in our strategy to build RLG’s Renewable Energy division, Aurora Advanced Technologies, into a fully integrated business – from our exclusively branded solar, inverter and battery products through to the origination and delivery of energy storage and hybrid power projects.”
“Importantly, the structure aligns interest with the consideration entirely scrip, escrowed and overwhelmingly performance-based – the vendor is rewarded only as contracted revenue and gross profit are delivered.”
The $1.06 million placement explained
Separate from the acquisition consideration, RLG has received firm commitments for a placement of 424,000,000 new Shares at $0.0025 per Share to raise $1,060,000 before costs, from sophisticated and professional investors within the meaning of section 708 of the Corporations Act 2001 (Cth).
The issue price represents a 25% premium to the last traded share price of $0.0020 on 24 July 2026, and a 12.5% premium to the 15-day volume weighted average price of $0.0022.
The Placement Shares will be issued within existing placement capacity, with 283,274,335 shares under ASX Listing Rule 7.1 and 140,725,665 shares under ASX Listing Rule 7.1A. Settlement is expected to occur on or about 6 August 2026. SP Corporate Advisory Pty Ltd acted as exclusive lead manager and will receive a fee of 6% (plus GST) of funds raised.
Proceeds will be applied to:
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Fund and support the expansion of RLG’s renewable energy projects and market presence
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Transaction costs associated with the acquisition
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General working capital
What is battery energy storage and why it matters to investors
Management noted that the energy transition in mining and industry represents one of the largest demand opportunities in RLG’s markets. By combining branded products with project origination and delivery, RLG is positioning to capture demand across the value chain.
Murdoch University research partnership strengthens technology edge
RLG has entered a research partnership with Murdoch University via a Heads of Agreement, focused on the development and validation of battery management systems (BMS) and inverter control software for battery energy storage and renewable energy systems under Australian operating conditions.
The collaboration creates a pathway for RLG battery and inverter control technology to be deployed through the acquired business’s project pipeline and delivery partnerships. It complements RLG’s existing OEM rights over solar inverters and battery storage products, while supporting Australia’s sovereign energy innovation capability.
Professor Peter Eastwood, Deputy Vice Chancellor for Research and Innovation, Murdoch University
“Murdoch University is excited to partner with RLG to support the development and validation of Australian-designed battery management and inverter control technologies for local operating conditions. Led by Professor Chris Lund and our renewable energy research team, this collaboration brings together research expertise and industry capability to accelerate the deployment of scalable energy solutions for remote, off-grid and grid-connected communities, while strengthening Australia’s sovereign energy innovation capability.”
What’s next for RLG investors
The near-term roadmap centres on completing due diligence and the acquisition, which carries a sunset date of 30 September 2026, securing shareholder approval within 2 months of completion, settling the placement on or about 6 August 2026, and progressing the project pipeline.
For investors, the developments extend RLG’s reach across the full renewable energy value chain, from product to project, via its asset-light model. The performance-linked deal structure, with approximately 83% of consideration tied to delivery, offers a degree of shareholder protection by rewarding the vendor only as contracted revenue and gross profit materialise.
RLG (ASX: RLG) describes itself as a data-driven commerce company focused on China, Australia and India, deploying products across consumer goods, food & beverage and renewable energy sectors through a model designed for speed to market and scalability without warehousing costs.
Managing Director Bryan Carr noted the company looks forward to updating the market as the transaction and the pipeline progress.
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