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SPARC TECHNOLOGIES LIMITED Capital/Financing Update 2025

Apr 30, 2025

65846_rns_2025-04-30_df556559-a1aa-4d3b-bf4f-7265b6f4d30a.pdf

Capital/Financing Update

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1 MAY 2025

Successful Placement and Share Purchase Plan to Raise up to $2.7M

HIGHLIGHTS

  • Firm commitments received for A$2.2M share placement (before costs) at A$0.15 per share

  • Share Purchase Plan (SPP) offer to be made to existing eligible shareholders to raise up to a further A$500K

  • Sparc’s Directors have agreed to subscribe for a total of A$60,000 in the share placement, subject to shareholder approval

  • Funds will be used for commercialisation of ecosparc[®] following positive field trial results, support for Sparc Hydrogen, ongoing R&D and general working capital

  • Sparc Hydrogen is fully funded through to mid-2026 following Stage 2 investment proceeds being received from Sparc and Fortescue in Q1 2025

Sparc Technologies Limited ( ASX: SPN ) ( Sparc, Sparc Technologies or the Company ) is pleased to announce that Sparc has received firm commitments from sophisticated and professional investors to raise A$2.2M (before costs) through a share placement (the Placement ) and will be undertaking a share purchase plan ( SPP ) to raise up to a further A$500K (before costs) (together the Capital Raise ). The Placement was strongly supported by existing and new investors.

Sparc Technologies Managing Director, Mr Nick O’Loughlin, commented:

"We are extremely pleased with the strong support for the Company demonstrated by both our existing shareholders and new investors. Importantly, this capital raise means that Sparc is well funded to progress its ecosparc[®] graphene based additive through to commercialisation and to support Sparc Hydrogen’s progression through piloting activities at Roseworthy in South Australia."

Capital Raise Details

Placement

Sparc has received binding commitments for a Placement to sophisticated and professional investors, comprising approximately 14.67 million new fully paid ordinary shares in the Company ( New Shares ) at an issue price of 15 cents per New Share (A$0.15) to raise A$2.2M (before costs).

Sparc’s Directors have subscribed for a total of 400,002 New Shares in the Placement, totalling A$60,000 ( Director Placement Shares ). The issuance of the Director Placement Shares to Directors is subject to shareholder approval, which is intended to be sought at the Company’s annual general meeting.

The Placement is to be completed in two tranches:

  • Tranche 1 will consist of a total of 14,266,665 New Shares to raise A$2.14M (before costs) ( T1 Placement Shares ). The T1 Placement Shares will be issued within the Company’s placement capacity under ASX Listing Rules 7.1 (4,679,370 New Shares) and 7.1A (9,587,295 New Shares); and

  • Tranche 2 will consist of a total of 400,002 New Shares ( T2 Placement Shares ) to raise A$60,000 (before costs) (being the Director Placement Shares), which will be issued subject to shareholder approval under ASX Listing Rule 10.11.

An Appendix 3B pertaining to the Placement follows this announcement.

Settlement of the Placement is expected to occur on Monday, 5 May 2025, with the T1 Placement Shares expected to be allotted and to commence trading on Tuesday, 6 May 2025. An Appendix 2A confirming the exact allotments will be issued on the same date.

The issue price of A$0.15 (15 cents) per New Share represents a:

  • 28.6% discount to the last traded price on Monday, 28 April 2025 (A$0.210)

  • 16.8% discount to the 10-day VWAP price (A$0.180)

  • 14.5% discount to the 30-day VWAP price (A$0.175)

Henslow Pty Ltd and Ironside Capital Pty Ltd conducted the Placement as joint lead managers.

Share Purchase Plan

Sparc Technologies will also offer eligible shareholders the opportunity to participate in a non-underwritten SPP to raise up to an additional A$500K (before costs).

Under the SPP, eligible Sparc Technologies shareholders, being shareholders with a registered address in Australia or New Zealand on Sparc Technologies’ register as at 7:00pm (AEST) on Wednesday, 30 April 2025 ( Eligible Shareholders ), have the opportunity to apply for up to A$30,000 worth of new fully paid ordinary shares in the Company ( SPP Shares ) without incurring brokerage or other transaction costs.

SPP Shares will be issued at the same price as New Shares in the Placement, i.e. A$0.15 per SPP Share ( SPP Issue Price ).

The SPP offer period will open on Thursday, 8 May 2025 and is expected to close at 5:00pm (AEST) on Thursday, 29 May 2025 (unless extended or closed earlier at the discretion of the Company).

As the SPP is not underwritten, the SPP may raise more or less than A$500K. If applications received under the SPP are greater than A$500K, Sparc Technologies may decide in its absolute discretion to accept applications (in whole or in part) that result in the SPP raising more than A$500K, subject to compliance with the Corporatations Act 2001 (Cth) ( Corporations Act ) and ASX Listing Rules.

In the event that less than A$500K is applied for under the SPP by Eligible Shareholders, the Directors may in their absolute discretion seek to place that number of SPP Shares at the SPP Issue Price to raise A$500K (before costs) when combined with the amount raised under the SPP ( Shortfall Offer ), subject to compliance with the Corporations Act and ASX Listing Rules.

The terms and conditions of the SPP will be set out in the SPP Offer Booklet, which is expected to be released to the ASX on Thursday, 8 May 2025. A letter to Eligible Shareholders will be despatched to Eligible Shareholders via their preferred method of contact on the same date.

Use of Proceeds

Proceeds from the Capital Raise are intended to be used for:

  • Field trials and commercialisation activities for ecosparc[®] ;

  • Supporting Sparc’s investment in Sparc Hydrogen;

  • R&D and patenting activities; and

  • General working capital.

Shares issued under the Placement and the SPP will rank pari passu with existing Sparc Technologies ordinary shares from the respective dates of issue.

Timeline for Key Events

Event Time (AEST) / Dates
Trading halt Tuesday, 29 April 2025
SPP Record Date 7.00pm Wednesday, 30 April 2025
Announcement of Placement and SPP and trading halt lifted Thursday, 1 May 2025
Settlement of T1 Placement Shares Monday, 5 May 2025
Allotment and normal trading of T1 Placement Shares Tuesday, 6 May 2025
Dispatch of SPP Offer Booklet and SPP opening date Thursday, 8 May 2025
SPP closing date Thursday, 29 May 2025
Announcement of SPP results and issue of SPP Shares under SPP Thursday, 5 June 2025

Note: Settlement and issue of T2 Placement Shares (being New Shares to be issued to Directors subject to shareholder approval under Listing Rule 10.11) is currently expected to occur shortly after the Company’s annual general meeting.

The timetable is indicative only and remains subject to change at Sparc’s discretion, subject to compliance with applicable laws and the ASX Listing Rules. Sparc reserves the right to change the timetable or cancel the SPP at any time before SPP Shares are issued, subject to regulatory requirements. Sparc encourages Eligible

Shareholders who wish to participate to act promptly in submitting their application forms. The Company reserves the right to close the SPP early, in its sole and absolute discretion, should it be considered necessary to do so, by making an announcement to the ASX.

-ENDS-

Authorised for release by: Nick O’Loughlin, Managing Director.

For more information: Nick O’Loughlin Aiden Bradley Managing Director Investor Relations [email protected] [email protected] +61 414 348 666

About Sparc Technologies

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Sparc Technologies Limited (‘Sparc’, ASX: SPN) is an Australian technology company developing solutions that enhance environmental and sustainability outcomes for global industries. Sparc has two transformative technology areas in which it works: green hydrogen and graphene enhanced materials. Sparc conducts research and development in-house and has extensive engagement and relationships with the university sector in Australia and globally.

  1. Sparc Hydrogen is a joint venture between Sparc Technologies, Fortescue Limited and the University of Adelaide which is pioneering next-generation green hydrogen production technology. Photocatalytic water splitting (PWS) is an emerging method to produce green hydrogen without electrolysers - using only sunlight, water and a photocatalyst. Given lower infrastructure requirements and energy use, PWS has the potential to deliver cost and flexibility advantages over existing hydrogen production methods.

  2. Sparc has developed and is commercialising a graphene based additive product, ecosparc[®] , which at low dosages significantly improves the performance of commercially available epoxy-based protective coatings. Sparc has commissioned a manufacturing facility to produce ecosparc[®] and is engaging with global coatings companies and large asset owners on testing, trials and commercial partnerships.

For more information about the company please visit: sparctechnologies.com.au

For more information about Sparc Hydrogen please visit: sparchydrogen.com

For more information about ecosparc[®] please visit: ecosparc.com.au