Offer Price

A$0.020

per share

Offer Size

A$6,110,000

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Placement

Wide Open Agriculture Limited (ASX:WOA)

WOA2

Lead Manager

Offer Price

A$0.020

per share

Offer Size

A$6,110,000

Express Interest

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Placement

Key Offer Details

Conditional Placement (“Tranche2”) of up to approximately 305.5 million new shares, raising ~A$6.1 million, subject to shareholder approval at a meeting to be held on or around 20 June 2024 (“Tranche 2”)

Fixed Price of A$0.02 per New Share (“Offer Price”).

The Company will also conduct a Priority Offer to existing shareholders of approximately A$3.0 million comprising the issue of approximately 150.0 million additional shares, subject to shareholder approval at a meeting to be held on or around 20 June 2024.

The offer shall also include a free, listed option, issued on a 1 for 2 basis for each share subscribed for. This will apply to both the placement and priority offer to shareholders. The option will have an exercise price of A$0.03 and an expiry date of 30 May, 2026. The options will apply to both the Placement and the Priority Offer to shareholders.

Use of Funds

Funds raised from the Placement are intended to be used to increase production capacity at its manufacturing facility and add additional equipment for processing of lupin fibre, corporate/ transaction costs and to provide general working capital.

Company Overview

Wide Open Agriculture Limited is a ag-tech company that is leveraging its IP to manufacture next generation plant proteins for human consumption. The IP creates a clean tasting, high performing food ingredient that works in multiple food products.

Its key product, Buntine Protein®, a climate-conscious, plant-based protein derived from lupins is a more sustainable and adaptable alternative to traditional soy and pea proteins, offering a large commercial opportunity to replace and improve products that currently rely on conventional plant proteins. Manufactured under a globally protected patent at its manufacturing facility in Germany, Buntine Protein® is a versatile ingredient used to create plant-based dairy, meats, baked goods, and protein supplements.

Growing Sales Pipeline

8 products incorporating WOA’s lupin protein for sale in Europe & USA, sales and distribution agreements with 6 distributors across five markets (EU, USA, Japan, Mexico, ANZ).

Over 20 Design Wins

Where WOA’s lupin protein has been incorporated into over 20 new food and beverage products.

~50 Food Manufacturers

Currently undertaking R&D with WOA’s lupin protein products

Strong Commercial Benefits

Buntine Protein® enables a reduced, simpler ingredient list reducing cost of production and complexity and improves sustainability credentials.

Positive Industry Tailwinds

The plant based protein market is growing exponentially with the plant based retail market expected to increase from US$65b to US$123b by 2028.

Operating Commercial Scale Production

The world’s most advanced consumer market for plant-based proteins. WOA currently has a production capacity of 400-500tpa as at Q2 CY24.

Potential for Large Scale Commercial Production

WOA entered into a non-binding MOU with Saputo Dairy Australia which would enable large (~5,000 tpa) commercial production of lupin protein.

Lupin Fibre Co-Product Ready for Commercialisation

WOA recently validated a lupin fibre products an alternative to traditional fibres in the dietary fibre market, which is currently projected to reach USD $16.3 billion by 2032.

Reduced Cash Burn

WOA monthly cost base expected to be including impact of R&D tax incentives, allowing significant runway to achieve scale.

Why Lupins

Lupins have a distinct flavour and can be difficult to modify for recipe creation, however WOA’s IP is able make lupins the most neutral tasting plant protein on the market.

Buntine Protein® has significant competitive and commercial advantages over all other plant based proteins:

Using lupin protein can reduce food manufacturers cost of production. Incumbent plant protein ingredients such as soy and pea require additional ingredients often unnatural (sweeteners, gums, emulsifiers/ masking agents) to achieve the taste, texture, gelation, and solubility requirements for recipe development and to make them palatable for consumers, while also increasing cost and complexity of manufacture.
WOA’s IP improves the taste and techno-function of lupin protein which allows customers to produce tasteful new products with a reduced ingredient list. Tests from food and beverage manufacturers indicate that use of lupin protein results in a better taste and texture for recipe development.
Lupins have a strong nutritional profile with all with all nine essential amino acids, antidiabetic properties, an attractive Omega 3 to 6 ratio, and good digestibility. It is also classified as Non-GMO, Gluten free, Low GI, Low fat, Low carb. A WOA study showed that eating Buntine Protein® reduced overall daily fat intake by 21%.
Lupins have excellent eco credentials requiring less energy and water resource use which can allow multinational food companies to improve their sustainability claims:
- lupins naturally fix nitrogen in soils. This facilitates a significant reduction in the nitrogen fertiliser required in a grain cropping rotation that incorporates lupins
- lupins also require significantly less water to flourish than whey, soy, almonds, and pea protein.
- lupins reduce on farm CO2 emissions by over 50%
Lupin is a seed with the highest protein and fibre content.

Benefits of Buntine Protein

Documents & Downloads

ASX Announcement 9-5-2024

Placement Term Sheet

WOA Placement Prospectus

Board & Management

Anthony Maslin

Founder & Chairman

Maz is an entrepreneur and visionary in the world of social and environmental change. He is driven to bring new meaning and hope to the world through his companies and his work.

He started as a stockbroker 25 years ago, managing capital raisings and providing ethical investment advice.

In 1998 he founded Solar Energy Systems Ltd (now Solco Ltd), which became the first solar energy company to list on the ASX.

Since then he has consulted to and managed various listed companies, including five years as Managing Director of Buxton Resources Ltd.

In 2015 Maz and his wife Rin founded community art hub the Artspace Collective. They also founded and run the Mo, Evie and Otis Maslin Foundation, which focuses on early intervention for dyslexia.

Ben Cole

Non-Executive Director

With a PhD in environmental engineering, Ben has a passion for start-up and growth companies. He believes that for profit, for purpose enterprises play a vital role in building an equitable economy and healthy planet. Between 2008 and 2013 he founded, managed and sold a profitable, social enterprise – Karibon - in Vietnam. A genuine start-up from invention through to sales, Ben gained valuable experience in business development and management. Ben has been a leader in the design and implementation of market-based, water supply and sanitation projects in countries with developing economies, totalling up to A$45 million.

Joanne Ford

Non-Executive Director

Joanne is an experienced director and executive, with over 30 years experience in ASX and international listed groups, start-ups and not for profit companies.

Matthew Skinner

Chief Executive Officer

Matthew started his career at KPMG in Sydney and London, before moving to work for Intertek, a B2B Quality Assurance and testing company across a range of finance and management roles in the UK, Africa and the Middle East.

Matthew started working with Wide Open Agriculture in May 2022 as CFO, before being appointed Interim CEO in March 2024.

Miranda Stamps

Chief Operating Officer

Miranda brings Wide Open Agriculture both the passion of a lifelong foodie and more than 20 years of leadership experience driving complex product development and implementation in the global education sector.

Disclaimer

Disclaimer and Disclosure of Interest This document has been prepared by the Lead Manager in relation to bids for a placement of Offer Securities to be undertaken by the Company to institutional and sophisticated investors in Australia and certain other jurisdictions outside of the United States of America.

This document is intended solely for the information of the particular person to whom it was provided by the Lead Manager and should not be relied upon by any other person. Although we believe that the advice and information which this document contains is accurate and reliable, the Lead Manager has not independently verified information in this document which is derived from publicly available sources, directors and management. Neither the Lead Manager nor the Company assume responsibility for updating any advice, views, opinions, or recommendations contained in this document or for correcting any error or omission which may become apparent after the document has been issued. Neither the Lead Manager nor the Company give any warranty as to the accuracy, reliability or completeness of advice or information which is contained in this document. Except insofar as liability under any statute cannot be excluded, the Lead Manager and the Company and their respective associates, directors, employees and consultants do not accept any liability (whether arising in contract, in tort or negligence or otherwise) for any error or omission in this document or for any resulting loss or damage (whether direct, indirect, consequential or otherwise) suffered by the recipient of this document or any other person.

This document is being furnished to you solely for your information and may not be reproduced or redistributed to any other person. This is a private communication and was not intended for public circulation or publication or the use of any third party, without the approval of the Lead Manager. This document has not been written for the specific needs of any particular person and it is not possible to take into account each investor’s individual circumstances. This document does not purport to contain all of the information that prospective investors may require to evaluate a possible acquisition of the securities and it does not take into account the investment objectives, financial situation or particular needs of any prospective investor. Before making an investment decision, prospective investors should consider, with our without the assistance of a securities adviser, whether an investment in the securities is appropriate in light of their particular investment needs, objectives and financial circumstances. Prospective investors should conduct their own independent review, investigation and analysis of the Company, including any announcements with ASX by the Company and obtain any professional advice they require to evaluate the merits and risks of an investment in the Company before making an investment decision.

Eligibility for offer This document is being provided to you on the basis that, and by receiving this document you will be deemed to have represented and warranted that if you (or any person for whom you are acquiring securities) are in:

Australia

You are a professional investor or sophisticated investor within the meaning of section 708(8) or section 708(11) of the Corporations Act 2001 (Cth) (Corporations Act) or “experienced investor” pursuant to section 708(10) of the Corporations Act.

Other Countries This document is also being provided to you on the basis that, and by receiving this document you will be deemed to have represented and warranted that, you (or any person for whom you are acquiring the securities) are not in the United States and if you are outside Australia you are:

are purchasing the New Securities in an “offshore transaction” (as defined in Regulation S under the U.S. Securities Act) in a Permitted Jurisdiction
a person to whom an invitation or offer to acquire securities and any sale of such securities is permitted by the laws of the jurisdiction in which you are situated without the need for any lodgement, registration formality or filing

No action has been taken to register the securities or otherwise permit a public offering of securities in any jurisdiction. The distribution of this document outside Australia may be restricted by law. Persons who come into possession of this document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This document may not be distributed or released in the “United States”. It may only be provided to persons who are outside the “United States” and are not, and are not acting for the account or benefit of, “US Persons” in connection with transactions that would be “offshore transactions” (as such terms are defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The securities have not been and will not be registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws in the United States or to, or for the account or benefit of, a US Person.

Not a contractual offer This document is not an offer, invitation, solicitation, advice or recommendation with respect to the subscription for, purchase or sale of, any security, and neither this document or anything in it will form the basis of any contract or commitment. Nothing contained in this document constitutes investment, legal, tax or other advice.

Disclosure of interest The Lead Manager, its employees, authorised representatives, consultants and their associates within the meaning of Chapter 7 of the Corporations Law may receive commissions, underwriting and management fees from transactions involving securities referred to in this document (which its representatives may directly share) and may from time to time hold interests in the securities referred to in this document.

The Lead Manager advises that it, and persons associated with it, may have an interest in the above securities and that they may earn brokerage, commissions, fees and other benefits and advantages whether pecuniary or not and whether direct or indirect, in connection with the making of a recommendation or a dealing by a client in these securities, and which may reasonable be expected to be capable of having an influence in the making of any recommendation, and that some or all of our authorised representatives may be remunerated wholly or partly by way of commission.

Investment Risk An investment in shares is subject to investment and other known and unknown risks, some of which are beyond the control of the Company, including possible loss of income and principal invested. The Lead Manager and the Company do not guarantee any particular rate of return or the performance of the Company, nor do they guarantee the repayment of capital from the Company. In considering an investment in the Company’s securities, investors should have regard to (amongst other things) the disclaimers outlined in this document and any announcements with the ASX by the Company.