OpenLearning Launches $2.1M Raise With $700K Already Pledged

OpenLearning launches $2.1 million capital raising with $700,000 already committed

OpenLearning Limited (ASX: OLL), the AI-powered learning management system, has launched an OpenLearning capital raising of up to approximately $2.14 million before costs, announced on 2 November 2026. Shares are priced at $0.010, a 9% discount to the last closing price of $0.011 on 28 October 2026.

The raising has two parts: a $150,000 Placement to sophisticated and professional investors, and a 1-for-4 pro-rata non-renounceable Entitlement Offer of up to approximately $1.99 million. Every new share carries one free attaching option (New Options), exercisable at $0.015 and expiring on 31 October 2027.

Commitments of $700,000 have already been received across the two offers. The Placement is fully committed, and Directors have committed to take up approximately $550,000 of entitlements.

Adam Brimo, Group CEO & Managing Director

“The Board, including our largest shareholder ECA, is continuing to invest in the Company as we execute on our growth strategy…”

Directors and ECA commit $550,000 alongside Placement investors

Who has committed

The Directors’ approximately $550,000 commitment to the Entitlement Offer includes ECA Investments Group Pty Ltd (ECA), the Company’s largest shareholder and an entity associated with Non-Executive Director Rupesh Singh.

ECA has voting power of approximately 62.57%. It has committed to take up approximately $525,000 of its entitlement in reliance on the “3% creep” exception in item 9 of section 611 of the Corporations Act, and will not be issued any shares under the shortfall offer. The potential effect of the Entitlement Offer on ECA’s voting power will be set out in the Prospectus.

Under the Placement, the Company will issue 15,000,000 new fully paid ordinary shares and 15,000,000 New Options at the Offer Price. They are expected to be issued on or about 4 November 2026 within existing ASX Listing Rule 7.1 capacity, before the Record Date, so Placement participants can also take part in the Entitlement Offer.

The Placement was managed directly by the Company, with no lead manager fees payable. ECA and the Directors are not participating in it.

Entitlement Offer terms

Key terms of the Entitlement Offer:

• One new share for every four shares held at 7:00pm (AEDT) on 10 November 2026, with one free New Option per new share subscribed for
• Up to approximately 199,284,950 new shares and 199,284,950 New Options offered
• Open to eligible shareholders with a registered address in Australia, New Zealand, Malaysia or Singapore
• Non-renounceable and not underwritten, with no minimum subscription
• Eligible shareholders who take up their full entitlement can apply for additional shares under a shortfall offer, subject to the allocation policy and the 19.99% voting power limit described in the Prospectus
• New Options will not be quoted on ASX and are transferable, subject to the Corporations Act and the ASX Listing Rules

All new shares will rank equally with existing shares from the date of issue.

How OpenLearning will use the funds

Proceeds will be used to continue executing the Company’s growth strategy, with a focus on sales and marketing in the Philippines, Malaysia and Indonesia. Funds will also support product development, including the AI roadmap, The Uni Guide student recruitment business, and working capital, after meeting the costs of the offers.

Recent Philippine university agreements with Good Samaritan College and Jose Rizal University, covering 16,700 students, show the sales and marketing focus in the region already converting into contracts.

The raise follows a September 2026 quarter in which the Company signed a record $2.8 million of new minimum SaaS contract value. Mr Brimo said SaaS ARR stood at $3.44 million and that the capital will help “convert a growing pipeline into larger, multi-year LMS contracts and scale The Uni Guide…”

SaaS ARR growth has been unbroken for more than four years, with average revenue per customer rising above $12,500 as institutions adopt the platform more deeply and sign multi-year agreements.

A detailed use of funds is set out in the Prospectus.

Educational section: what is a non-renounceable entitlement offer?

In an entitlement offer, existing shareholders are invited to buy new shares in proportion to their current holding, at a set price. Non-renounceable means entitlements cannot be sold or transferred to someone else, so shareholders who do not participate are diluted, meaning their percentage ownership falls as new shares are issued.

An attaching option gives its holder the right, but not the obligation, to buy one more share at a fixed price before a set date. Here, each New Option allows the holder to subscribe for one fully paid ordinary share at $0.015 before 5:00pm (AEDT) on 31 October 2027. Participants receive these options free alongside shares bought at a 9% discount to the last close.

OpenLearning provides an AI-powered learning management system on a SaaS business model. It describes itself as a trusted partner to more than 250 education providers, who have delivered courses to over 5 million learners through its platform.

Key dates for the OpenLearning entitlement offer

The dates below are indicative, assume the Prospectus is lodged with ASIC on 5 November 2026, and may change, subject to the Corporations Act and the ASX Listing Rules. The Company reserves the right to vary them, including extending the Closing Date (which requires at least 3 business days’ notice to ASX before the Closing Date), and the commencement of trading of new shares is subject to ASX approval.

1. Announcement of Placement and Entitlement Offer: Monday 2 November 2026
2. Issue of Placement shares and attaching New Options: Wednesday 4 November 2026
3. Prospectus and Appendix 3B lodged with ASIC and ASX: Thursday 5 November 2026 (expected on or about)
4. Ex date: Monday 9 November 2026
5. Record Date (7:00pm AEDT): Tuesday 10 November 2026
6. Prospectus despatched; Entitlement Offer opens: Friday 13 November 2026
7. Last day to extend the Closing Date: Wednesday 25 November 2026
8. Entitlement Offer closes (5:00pm AEDT): Monday 30 November 2026
9. New shares quoted on a deferred settlement basis: Tuesday 1 December 2026
10. Results of Entitlement Offer announced: Thursday 3 December 2026
11. Issue of new shares under the Entitlement Offer: Monday 7 December 2026
12. Expected commencement of trading of new shares: Tuesday 8 December 2026

The Prospectus will be available at investors.openlearning.com following lodgement. Shareholders are advised to read it in full, including the risk factors, before deciding whether to participate.

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