WOA signs framework agreement with Proeon Foods to advance capital-light lupin manufacturing
Wide Open Agriculture (ASX: WOA) has signed a non-binding framework agreement with plant protein manufacturer Proeon Foods B.V., which operates across the Netherlands and India. The agreement advances WOA’s shift toward a lower cost, capital light contract manufacturing model for its proprietary lupin-based ingredients.
This is a preliminary step toward a future definitive Contract Manufacturing Agreement, not a binding supply deal.
When big ASX news breaks, our subscribers know first
What the framework agreement covers
The agreement follows a period of mutual due diligence undertaken by both parties under a non-disclosure agreement (NDA). It covers all products derived from the genus Lupinus.
The standout element is the binding intellectual property (IP) protections. These allow both companies to begin deeper technical and commercial collaboration, with WOA requiring this milestone before sharing detailed technical information with a prospective manufacturing partner.
Key terms at a glance
| Term | Detail |
|---|---|
| Parties | Wide Open Agriculture Ltd (WOA) and Proeon Foods B.V. |
| Products | All products derived from the genus Lupinus |
| Binding status | Non-binding, except for IP protections, confidentiality, costs, governing law and dispute resolution |
| IP protection | WOA retains full ownership; binding and enforceable, continuing for five years beyond termination of any agreement |
| Exclusivity (Proeon) | Proeon may not manufacture lupin based products for itself or any other party during the term of any agreement, and for five years after its termination. Upon WOA approval of commercial production by Proeon, Proeon will gain the exclusive right to market and sell WOA’s lupin ingredients in India for a minimum 2-year period, conditional on WOA approving commercial production |
| WOA obligations | No minimum order volumes and no exclusivity; free to pursue other partners |
| Governing law | Singapore law, with disputes resolved by arbitration via the Singapore International Arbitration Centre (SIAC) |
Why a capital-light model matters for WOA
Contract manufacturing allows a company to partner with an established manufacturer to produce its ingredients rather than owning and operating its own plant. This approach reduces capital outlay and fixed costs.
Lupin is an underused, protein-rich crop. WOA holds proprietary IP that produces lupin-based plant proteins, fibres and oils for the food, beverage, cosmetics and nutraceutical markets.
For investors, the significance lies in the potential to improve production economics. If a definitive binding agreement is reached, WOA’s stated objective is a lower cost, capital light production model that improves on the negative margins and limited co-product capability of its former German facility, supporting a path to better unit economics.
Proeon’s production base in Pune, India aligns with WOA’s stated intention to secure an Asia-based manufacturing and marketing partner to improve its cost of manufacturing. The company selected Proeon as a preferred contract manufacturing partner due to its manufacturing footprint and its experience developing, manufacturing and marketing high-quality plant protein sourced from mung bean and peanut.
It remains important to note this is an exploratory, framework stage. The economic benefits depend on reaching a definitive agreement.
Management on the collaboration
Craig Swan, Chief Executive Officer, WOA
“This agreement is a genuine step forward for WOA. With our intellectual property protected, we can now start working closely with Proeon, jointly progressing technical and commercial objectives, running trials, and building the kind of understanding that only comes from working together. Proeon brings real capability to the table, and this is exactly the collaboration we need to find out whether they’re the right long term manufacturing partner for WOA’s lupin platform.”
Kevin Parekh, Founder, Proeon Foods
“We’ve long admired what WOA has built with lupin protein. It’s a genuinely underused crop, and WOA’s technology is some of the most interesting we’ve seen in the plant protein space. Signing this term sheet lets us start working closely together, sharing information and exploring what a manufacturing and marketing partnership with WOA could look like, and we’re looking forward to seeing where that leads.”
Next steps and what investors should watch
With IP protection now in place, the two parties can begin building toward a definitive commercial agreement. The forward pathway includes:
-
Sharing of detailed technical information covering process steps, equipment, production parameters and specifications
-
Development of a proposed timeline for ramp-up activities
-
Trial production
-
Alignment on key commercial terms toward a definitive commercial agreement
-
Joint investigation of a potential large-scale manufacturing joint venture in India
WOA continues active discussions with other prospective contract manufacturing partners, and this may result in further framework agreements being signed as it identifies its preferred long-term partner. The company has stated it will only move forward with a partner well suited to its lupin protein platform.
There is currently no fixed timetable for technology sharing, trial production, or execution of a definitive agreement. The agreement moves WOA a step closer to a lower-cost production base, with further updates to follow in accordance with its continuous disclosure obligations as milestones are achieved.
Don’t Miss the Next Consumer Sector Breakout
Big News Blast delivers FREE breaking ASX news directly to your inbox within minutes of release, complete with in-depth analysis already done for you. Over 20,000+ subscribers stay ahead of the market with real-time alerts the moment news breaks. Click the “Free Alerts” button at Big News Blast to make sure you never miss a market-moving announcement.