RLG completes renewable energy acquisition, adding project-scale delivery to Aurora division
RooLife Group Ltd (ASX: RLG) and its wholly owned subsidiary Aurora Advanced Technologies Pty Ltd (“Aurora”) have completed the acquisition of the renewable energy business assets of Kabunga Holdings Pty Ltd (the “Vendor”), delivering project origination and delivery capability in the battery energy storage, microgrid and hybrid power solution market.
Announced on 24 August 2026, the transaction expands RLG’s Renewable Energy division from product supply and distribution into project-scale delivery. The deal is 100% scrip-based, with no cash consideration, and approximately 83% of the total consideration vests only on the acquired Business delivering contracted revenue and gross profit.
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What the acquisition delivers to Aurora
Completion transfers a defined set of assets into Aurora, extending its role from product distributor to an integrated products-plus-projects operator. The following assets have been acquired:
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Multiple strategic relationship agreements spanning battery technology, battery systems assembly, project development, and sales and distribution partners across Australia, Europe and Africa.
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The entire business development pipeline of the Business.
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Intellectual property, designs, engineering documentation and business records.
Together, these assets provide Aurora with project origination and delivery capability.
RLG and Aurora entered into the Term Sheet with the Vendor on 29 July 2026 (referenced in the ASX announcement “RLG Renewable Energy Projects Acquisition & Placement”). Following completion, the Business is now owned and operated by Aurora.
RLG entered into the binding term sheet with Kabunga Holdings on 29 July 2026, at which point the Company also raised $1.06 million via a placement priced at a 25% premium to last trade to support the transition from product distributor to project-scale operator.
How the scrip-based consideration is structured
No cash consideration is payable under the transaction. The deal is entirely scrip-based and remains subject to shareholder approval at the Company’s 2026 Annual General Meeting.
The consideration is heavily performance-linked. Approximately 83% of the total consideration vests only on the Business delivering revenue contracts totalling $12.5 million in aggregate, with a minimum $1.56 million gross profit contribution.
| Component | Shares/Rights | Revenue Condition | Gross Profit Condition | Notes |
|---|---|---|---|---|
| Upfront Shares | 80,000,000 at deemed $0.0025/share | None | None | 12-month voluntary escrow |
| Tranche 1 Performance Rights | 80,000,000 | $2.5m revenue contract | $312,500 | Converts to shares on delivery |
| Tranche 2 Performance Rights | 160,000,000 | additional $5.0m revenue contract | $625,000 | Converts on delivery |
| Tranche 3 Performance Rights | 160,000,000 | further $5.0m revenue contract | $625,000 | Converts on delivery |
| Total Performance Rights | 400,000,000 | — | — | — |
Both the Upfront Shares and any shares issued on conversion of the Performance Rights will be subject to a 12-month voluntary escrow. The structure transfers risk to the vendor, as the bulk of shares issue only as contracted revenue and gross profit are delivered inside RLG.
Understanding battery energy storage and the asset-light model
Demand for these solutions is expanding as mining operations and industrial users pursue the energy transition. This growth underpins the market opportunity RLG is targeting through project-scale delivery.
RLG operates a demand-led, asset-light model, which the Company describes as enabling speed to market, margin optimisation and scalability without warehousing costs. By combining products, projects and long-term energy contract opportunities, RLG aims to create an integrated renewable energy offering.
Building on RLG’s existing renewable energy foundations
The acquisition builds directly on the Renewable Energy division RLG has established as one of its core business verticals, operated through Aurora. As previously announced, RLG holds exclusive 10-year marketing and distribution agreements with Chinese manufacturers Genmia, Kemin and Sunda.
These agreements cover 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 acquired Business adds strategic customer relationships, development pipeline and delivery partnerships considered critical to deploying battery energy storage and hybrid power solutions at project scale.
RLG’s research partnership with Murdoch University, announced on 29 July 2026, is focused on the development and validation of battery management systems and inverter control software under Australian operating conditions. This provides a pathway for RLG battery and inverter control technology to be developed and deployed through the acquired pipeline and delivery partnerships.
Managing Director’s outlook
Bryan Carr, Managing Director of RLG
“Completing this Acquisition is an important milestone in building 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.
We have acquired the relationships, the pipeline, the engineering capability and the delivery partnerships. We have done that entirely in scrip, with no cash consideration and with roughly 83% of what the vendor receives payable only as contracted revenue and gross profit are actually delivered inside RLG.
The energy transition in mining and industry remains one of the largest demand opportunities in our markets. Our focus now moves squarely to project execution – converting the pipeline and partner relationships we have acquired into contracted revenue for the Company. We look forward to updating the market as that progresses.”
What comes next
With completion done, attention turns to approvals and execution. The key next steps include:
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Shareholder approval to be sought at the 2026 Annual General Meeting for the issue of the Upfront Shares and Performance Rights.
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A shift in focus to project execution, converting the acquired pipeline and partner relationships into contracted revenue.
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Ongoing market updates as milestones progress.
For investors, Until those contracts are delivered, the majority of the consideration remains contingent, aligning the vendor’s outcome with RLG’s own revenue and gross profit performance.
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