Axtec Ltd Details $1M OUC Loan Facility and Convertible Note Pathway
Axtec discloses material terms of $1M unsecured facility from substantial shareholder OUC
Axtec Limited (ASX: AXI) has disclosed the material terms of a $1,000,000 unsecured loan facility provided by Oriental University City Holdings (H.K.) Limited (OUC), a substantial shareholder holding approximately 18% of the Company with a right to appoint a director.
The funds are earmarked for working capital and to support the Company’s growth plans. A key forward-looking element of the arrangement is that the loan is intended to be refinanced into convertible notes, subject to shareholder approval.
This disclosure accompanies the Company’s earlier announcement released on 26 June 2026, titled “AXTEC Raises Additional $1M from Major Shareholder”, and should be read in conjunction with it.
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How the funding will be drawn down
The facility is structured to be drawn in stages rather than as a single lump sum. The drawdown schedule comprises five instalments of $200,000 each, scheduled as follows:
- 26 June 2026
- 26 July 2026
- 26 August 2026
- 26 September 2026
- 26 October 2026
Once all instalments are drawn, the facility totals $1,000,000 in aggregate.
Interest accrues at 10% per annum on a daily basis (365-day basis), payable quarterly in arrears within two business days after the end of each quarter. Interest is not compounded.
The facility is unsecured, and the agreement does not restrict the Company from incurring further debt or granting security over its assets. The arrangement is conditional on the Company obtaining board approval by 26 June 2026.
| Term | Detail |
|---|---|
| Facility amount | $1,000,000 |
| Lender | Oriental University City Holdings (H.K.) Limited (OUC) |
| Interest | 10% per annum, payable quarterly in arrears |
| Security | Unsecured |
| Drawdown | 5 × $200,000 instalments |
| Maturity | 60 months from 30 June 2026 |
The convertible note pathway
Conditional on shareholder approval, the outstanding principal will be applied by set-off against subscription for 5-year convertible notes. This refinancing mechanism is the most material forward-looking element of the arrangement.
The notes would carry a 10% per annum coupon payable quarterly, and would be convertible at $0.0195 per share, described in the source as a slight premium to the Company’s 30-day volume-weighted average price (VWAP).
Approval is to be sought at the Annual General Meeting, expected in late November 2026, under ASX Listing Rule 10.11, which governs the issue of equity securities to a person in OUC’s position. Any notes must be issued within one month of the meeting under Listing Rule 10.13.5.
The earlier OUC funding announcement confirmed that this $1 million commitment is separate from the $475,000 in convertible notes already approved at the June 4 EGM, bringing total OUC-linked capital to $1.475 million across both instruments.
Should shareholder approval not be obtained, the loan remains on foot and repayable in accordance with its terms, and no convertible notes will be issued.
OUC also holds a sole right to extend the maturity by a further 60 months (to 10 years) on not less than three months’ notice before the initial maturity date.
Understanding convertible note funding
A convertible note is a form of debt that can convert into equity at a predetermined price, blending features of a loan and a share issue. Until conversion, it functions as interest-bearing debt.
Because OUC is a substantial shareholder, this is a related and connected-party funding arrangement. The Board has determined the terms to be on arm’s length terms for the purposes of section 210 of the Corporations Act.
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What this means for investors
The facility represents continued backing from a major shareholder, signalling ongoing support for the Company’s growth plans.
Axtec positions itself as a real estate-focused, AI-enabled technology platform addressing the manual and fragmented nature of property transactions. Its services span automated payments, compliance tools, and digital workflows, alongside payment and lending solutions for vendors, purchasers, agents, and property owners.
The Real Flow strategic partnership, announced in April 2026, forms part of this capital redeployment picture: by transferring its consumer loan book to Real Flow, Axtec repatriated approximately $1 million and shifted toward a fee-based, capital-light model that the OUC facility is now positioned to accelerate.
Key dates and next steps
-
Staged drawdowns continue through to 26 October 2026, at which point the full $1,000,000 is drawn.
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The AGM, expected late November 2026, where shareholders vote on the convertible note conversion under Listing Rule 10.11.
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Notes, if approved, issued within one month of the meeting.
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Maturity falls 60 months from 30 June 2026, with OUC holding an extension right to 10 years.
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