OpenLearning Targets Up to $2.5M Raise After $980K Commitments

OpenLearning has lined up $980,000 towards its up to $2.5 million capital raise, with its directors and largest shareholder putting in about $550,000 of it.
By Josua Ferreira -
  • OpenLearning has $980,000 committed towards its up to $2.5 million raise, but the offer to shareholders is not backed by an underwriter and has no minimum, so the full amount is not assured.
  • Directors have committed about $550,000, including about $525,000 from largest shareholder ECA Investments Group Pty Ltd, on the same terms as other investors.
  • The share sale to big investors rose from $150,000 to $430,000 and is fully committed, with no lead manager fees.
  • Eligible shareholders can buy 1 new share for every 4 held at $0.010, with a free option exercisable at $0.015 that expires on 31 October 2027.
  • The company had just $0.87 million in cash at the end of the half, and the main use of funds is sales and marketing in the Philippines, Malaysia and Indonesia.
Summarise with AI:

OpenLearning lifts capital raising commitments to $980K

OpenLearning has reported total commitments of $980,000 to its up to $2.5 million capital raising, an update on the raising announced on 2 November 2026. The Entitlement Offer is not underwritten and has no minimum subscription, so the $980,000 is not the full raise.

The commitments comprise the $430,000 Placement, which has been fully committed, plus approximately $550,000 committed by Directors under the Entitlement Offer. That includes approximately $525,000 from ECA Investments Group Pty Ltd, the Company’s largest shareholder and an entity associated with Non-Executive Director Rupesh Singh.

All commitments are at $0.010 per share, with one free attaching New Option per new share. The New Options are exercisable at $0.015 and expire on 31 October 2027.

The original raising announcement set out how proceeds would be directed, with sales and marketing in the Philippines, Malaysia and Indonesia the main use of funds following a record quarter of new minimum contract value.

Adam Brimo, Group CEO & Managing Director

“…our Board and largest shareholder are investing alongside new investors on identical terms.”

Placement nearly triples to $430,000

The Placement to sophisticated and professional investors increased from $150,000 to $430,000 following further demand from investors after the initial announcement. Placement details are:

  • 43,000,000 new fully paid ordinary shares plus 43,000,000 New Options
  • Issued within existing placement capacity under ASX Listing Rule 7.1
  • Expected issue on or about Wednesday 11 November 2026, before the Record Date, so participants can also join the Entitlement Offer
  • ECA and the Directors are not participating in the Placement
  • Managed directly by the Company, with no lead manager fees payable

Entitlement Offer terms and what shareholders can do

The terms of the Entitlement Offer are unchanged: 1 new share for every 4 held at $0.010, with one free New Option for every new share subscribed for. Eligible shareholders have a registered address in Australia, New Zealand, Malaysia or Singapore, with a Record Date of 7:00pm (AEDT) Friday 13 November 2026.

Reflecting the larger Placement, up to approximately 206,284,950 new shares and 206,284,950 New Options will be offered to raise up to approximately $2.06 million. That takes the total raising to up to approximately $2.49 million before costs.

The HY2026 results showed the group ending the half with just $0.87 million in cash, even as gross margin expanded to a record 63%, which frames why the company has turned to shareholders for funding.

The offer is non-renounceable. Eligible shareholders who take up their full entitlement may also apply for additional shares under the shortfall offer described in the Prospectus.

Key dates for the Entitlement Offer

The Company has updated the timetable, as set out in the Appendix 3B lodged with ASX on 5 November 2026:

Entitlement Offer Key Dates Timeline

  1. Prospectus and Appendix 3B lodged with ASIC and ASX: Tuesday 10 November 2026
  2. Issue of Placement shares and attaching New Options: Wednesday 11 November 2026
  3. Ex date: Thursday 12 November 2026
  4. Record Date (7:00pm AEDT): Friday 13 November 2026
  5. Prospectus despatched and Entitlement Offer opens: Wednesday 18 November 2026
  6. Last day to extend the Closing Date: Monday 30 November 2026
  7. Entitlement Offer closes (5:00pm AEDT): Thursday 3 December 2026
  8. New shares quoted on a deferred settlement basis: Friday 4 December 2026
  9. Issue of new shares and New Options, with results of the Entitlement Offer announced: Thursday 10 December 2026
  10. Expected commencement of trading of new shares: Friday 11 December 2026, subject to ASX approval

The dates are indicative and may change. 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.

Shareholders should read the Prospectus in full, including the risk factors, before deciding whether to participate.

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Frequently Asked Questions

What is a non-underwritten entitlement offer?

It is an offer to existing shareholders to buy more shares, with no bank or broker promising to cover any shortfall. OpenLearning's offer also has no minimum, so the final amount raised could be lower than the target.

How much has OpenLearning raised so far in its capital raise?

OpenLearning has commitments of $980,000 towards a raise of up to about $2.5 million. That is the $430,000 share sale to big investors plus about $550,000 from directors.

What are the terms of the OpenLearning entitlement offer?

Eligible shareholders can buy 1 new share for every 4 held at $0.010 each, with one free option per new share. The options can be used at $0.015 and expire on 31 October 2027.

Who can take part in the OpenLearning entitlement offer?

Shareholders with a registered address in Australia, New Zealand, Malaysia or Singapore on the record date of 13 November 2026 can take part. The offer is expected to close on 3 December 2026.

What will OpenLearning spend the raised money on?

The main use is sales and marketing in the Philippines, Malaysia and Indonesia. This follows a record quarter of new minimum contract value.

Josua Ferreira
By Josua Ferreira
Partnership Director
Josua Ferreira holds a Bachelor of Commerce in Marketing and Advertising and brings a background in publication, business development, and ASX market storytelling. He has worked with listed companies across the resource sector and broader market, combining sharp commercial instincts with a genuine commitment to keeping investors informed.
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