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Equity - Issued Capital
12 Months Ended
Dec. 31, 2024
Equity - Issued Capital [Abstract]  
Equity - Issued Capital

Note 21. Equity - issued capital

 

   Consolidated                 
   As of   As of   As of   As of   As of   As of 
   December 31,   December 31,   December 31,   December 31,   December 31,   December 31, 
   2024   2023   2022   2024   2023   2022 
   Shares   Shares   Shares   $   $   $ 
Ordinary shares - fully paid   2,059,298,968    1,326,676,693    1,331,279,665    34,837,206    31,035,121    30,907,405 

Movements in ordinary share capital

 

Details   Date   Shares     Issue price     $  
                       
Balance   January 1, 2022     321,936,715               20,640,735  
                             
Issue of IPO shares (net of warrant fair value)(*)         885,592,950     $ 0.01       9,237,295  
Exercise of 450,000 pre-funded warrants         123,750,000     $ 0.023       2,819,835  
Capital raising costs         -       -       (1,790,460 )
                             
Balance   December 31, 2022     1,331,279,665               30,907,405  
                             
Expiry of options         -               148,007  
Cancelation of shares through small parcel buy back         (4,602,972 )             (20,291 )
                             
Balance   December 31, 2023     1,326,676,693               31,035,121  
                             
Issue of shares (net of warrant fair value) under Registered Direct Offering(**)         133,889,525     $ 0.008       1,079,244  
Exercise of 2,177,210 pre-funded warrants and private placement warrants         598,732,750     $ 0.005       3,132,612  
Capital raising costs         -       -       (436,203 )
Expiry of options         -               26,432  
                             
Balance   December 31, 2024     2,059,298,968               34,837,206  

 

(*)On August 24, 2022, the Company issued 3,220,338 units to shareholders in the Company’s August 2022 Nasdaq listing & IPO. Each unit consists of a single ADS and single pre-funded warrant exercisable to a single ADS. The warrants have an exercise price of $5.00, expiring August 24, 2027.

 

(**)On January 30, 2024, the Company issued 1,416,354 pre-funded warrants at an offering price of $1.5499 under registered direct offering. One pre-funded warrant is exercisable to one ADS upon payment of the remaining $0.0001 per warrant. In addition, on January 30, 2024, in a concurrent private placement, the Company issued warrants to purchase up to an aggregate of 1,998,386 ADS at an exercise price of $1.55 per ADS, expiring January 30, 2029.

Ordinary shares

 

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.

 

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

 

Capital risk management

 

The Company’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

 

Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.

 

In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

 

The Company would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current Company’s share price at the time of the investment. The Company is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.

 

Accounting policy for issued capital

 

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 

Warrants

 

The Company accounts for warrants issued to investors in conjunction with IFRS 9 “Financial Instruments” accounting standards issued by IASB.

 

(a)On August 24, 2022, the Company completed its U.S. listing on the Nasdaq via the issuance of 3,220,338 American Depository Shares (“ADSs”) and the accompanying 3,220,338 tradable pre-funded warrants for a total consideration of $13,299,996. Each ADS represents 275 ordinary shares, no par value, of the Company. One tradable pre-funded warrant gives the holder the right to purchase one ADS. Each tradable pre-funded warrant exercised to one ADS at an exercise price of $5.00, has 5-year term, and can be exercised any time before expiry date August 24, 2027.

 

In addition, on August 24, 2022, in connection with the U.S listing, the Company granted a total 161,017 representative warrants each exercised to one ADS at an exercise price of $5.16. The representative warrants have 5-year term, and they can be exercised any time before their expiry date August 24, 2027. The representative warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants.

 

The tradable pre-funded warrant and representative warrant are referred herein together as “August 2022 Warrants”. The August 2022 Warrants represent financial liabilities at fair value through profit or loss.

 

On June 30, 2023, the Company reassessed the valuation methodology applied to the valuation of the August 2022 Warrants, in conjunction with an independent valuation from a third party. The August 2022 Warrants are trading on Nasdaq and based on current market activity, it was deemed to be in an active market. The directors believe the quoted share price of the MOBBW security trading on the Nasdaq represents a more accurate valuation of the August 2022 Warrants based on the guidance of IFRS 13 Fair Value Measurement where the fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities. This has resulted in a change of valuation (moving from Level 2 fair value measurement type to Level 1) that was applied on December 31, 2022, as a change in accounting estimates.

 

The following assumptions were based on observable market conditions that existed on December 31, 2024 and 2023:

 

  At December 31, 2024   At December 31, 2023 
Assumption Value methodology  Level 1   Level 1   Level 1   Level 1 
Historical volatility   
-
    
-
    
-
    
-
 
Exercise price  $5.0   $5.16   $5.0   $5.16 
Share price  $0.800   $0.800   $0.367   $0.367 
Risk-free interest rate   
-
    
-
    
-
    
-
 
Dividend yield   
-
    
-
    
-
    
-
 
Fair value per warrant  $0.800   $0.800   $0.367   $0.367 

 

For the years ended December 31, 2024 and 2023, the Company recorded fair value losses, net of $1,269,276 and $330,209, respectively. Fair value gains (losses), net, recorded under the statement of comprehensive loss as a result of the change in the fair value of August 2022 Warrants.

(b)On 30 January 2024, the Company completed a registered direct offering via the issuance of 486,871 ADSs at an offering price of $1.55 per ADS and 1,416,354 pre-funded warrants at an offering price of $1.5499 for a total consideration of $2,949,857. One pre-funded warrant is exercisable to one ADS upon payment of the remain $0.0001 per warrant.

 

During April 2024 and December 2024, 520,078 pre-funded warrants were exercised into 520,078 ADS for a total of $52, and 896,276 pre-funded warrants were exercised into 895,842 ADS on a cashless basis.

 

In addition, on 30 January 2024, in a concurrent private placement, the Company issued to the investors in the registered direct offering warrants to purchase up to an aggregate of 1,903,225 ADS at an exercise price of $1.55 per ADS. The warrants have 5-year term, and they can be exercised any time before expiry date 30 January 2029. The warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants.

 

In addition, on 30 January 2024, in connection with the registered direct offering, the Company granted a total 95,161 placement agent warrants each exercisable to one ADS at an exercise price of $1.55. The placement agent warrants have 5-year term, and they can be exercised any time before expiry date 30 January 2029. The placement agent warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants.

 

During December 2024, 761,290 private placement warrants were exercised for a total of $1,180,000.

 

The pre-funded warrant, private placement warrants, and placement agent warrant are referred herein together as “January 2024 Warrants”. The January 2024 Warrants represent financial liabilities at fair value through profit or loss.

 

The following assumptions were based on observable market conditions that existed on December 31, 2024 and issue date:

 

  At December 31, 2024   At issue date 
Assumption Value methodology  Pre-funded
Level 2
   Regular
Level 2
   Pre-funded
Level 2
   Regular
Level 2
 
Historical volatility   92%   92%   86%   86%
Exercise price  $0.000   $1.550   $0.000   $1.550 
Share price  $3.810   $3.810   $0.965   $0.965 
Risk-free interest rate   4.4%   4.4%   4.3%   4.3%
Dividend yield   0%   0%   0%   0%
Fair value per warrant  $3.810   $2.260   $0.965   $0.406 

 

For the year ended December 31, 2024, the Company recorded fair value loss, net of $2,982,480. Fair value gains (losses), net, recorded under the statement of comprehensive loss as a result of the change in the fair value of January 2024 Warrants.

A summary of changes in August 2022 Warrants and January 2024 Warrants issued by the Company during the years ended December 31, 2024 and 2023 is as follows:

 

   Fair value measurements using input type 
   Level 1   Level 2   Level 3   Total 
Balance as of January 1, 2023  $745,599    
-
    
-
   $745,599 
Fair value loss recognized in consolidated statement of profit or loss and other comprehensive income   330,209    
-
    
-
    330,209 
Warrant liability as of December 31, 2023  $1,075,808    
-
    
-
   $1,075,808 
Warrants issued during the period   
-
    2,945,971    
-
    2,945,971 
Transfer upon exercise   
-
    (3,132,614)   
-
    (3,132,614)
Fair value loss recognized in consolidated statement of profit or loss and other comprehensive income   1,269,276    2,982,480    
-
    4,251,756 
Warrant liability as of December 31, 2024  $2,345,084   $2,795,837    
-
   $5,140,921 

 

Refer to notes 2 and 24 for further information on financial instruments. Refer to note 3 for further information on change in valuation methodology.