OxPay Financial Limited Announces Proposed Subscription of 30,841,000 New Ordinary Shares

Key Highlights

• OxPay Financial Limited has entered into share subscription agreements with 10 private investors to issue 30,841,000 new ordinary shares at S\$0.03233 per share, raising gross proceeds of approximately S\$997,089.
• There are no placement agents or introducer fees incurred, ensuring cost-effective fundraising.
• The subscription is not underwritten and is conducted under the general share issue mandate approved by shareholders in April 2025.
• The new shares represent about 9.91% of the current share capital and 9.02% of the enlarged share capital upon completion.
• None of the subscribers will hold more than 5% of the enlarged share capital, and none are intending to acquire enough shares to reach 15% or more of the company’s share capital.
• Subscription shares will be listed and quoted on SGX Catalist, subject to approval.
• Funds will be used entirely for general working capital, including operating costs, loan repayments, listing expenses, salaries, professional fees, and administrative expenses.
• The company is in a net loss position and has recorded operating cash outflows for the past two years, making this fund-raising exercise critical for ongoing operations.
• No material conflict of interest or transfer of controlling interest is anticipated. The subscription is exempt from prospectus requirements under Section 272B of the SFA.
• Completion is conditional on regulatory and shareholder mandate approvals; if not satisfied by 18 May 2026, the agreements will terminate automatically.
• The financial effects are material: NTA per share will decrease from (S\$0.46) to (S\$0.14), but the loss per share will improve from (S\$0.94) to (S\$0.87).

Details of the Share Subscription

The company will issue 30,841,000 new ordinary shares to the following investors:

Financial Impact

• After the share subscription, issued share capital increases from 311,253,152 shares to 342,094,152 shares.
• Net tangible assets (NTA) will decrease from (S\$1,440,000) to (S\$477,000), and NTA per share from (S\$0.46) to (S\$0.14).
• Loss per share (LPS) improves from (S\$0.94) to (S\$0.87), reflecting dilution but also additional capital raised to support operations.
• Company remains in a net loss position, which may be price-sensitive information for investors.
• Completion of the share subscription may be viewed positively in terms of strengthening working capital, but negatively in terms of dilution and weak financials.

Conditions of Completion

• The share issue mandate must remain valid and adequate.
• Regulatory approvals must be obtained, including listing and quotation on SGX Catalist.
• No statutory or regulatory prohibitions must arise.
• If not completed by 18 May 2026, agreements terminate automatically, with no claims except for costs incurred and any prior breaches.

Use of Proceeds

Net proceeds, estimated at S\$963,089 after expenses, will be used for:

• General working capital
• Operating costs
• Loan repayments
• Listing expenses
• Staff salaries
• Professional fees
• Administrative expenses

The company will provide detailed breakdowns in future announcements and reports. Pending deployment, funds may be held in banks, invested in short-term instruments, or used as deemed fit.

Investor Considerations & Price Sensitivity

• Dilution of existing shareholders: The share subscription will dilute existing shareholdings by approximately 9%.
• Financial position: The company’s ongoing net loss and negative NTA could be seen as negative, although the fundraising may provide temporary relief.
• Regulatory risk: Completion is subject to regulatory approval; failure may lead to cancellation.
• No controlling interest transfer: None of the subscribers will gain control or significant influence, mitigating some governance risks.
• Transparency: Company pledges regular updates on use of proceeds.
• No moratorium or share borrowing arrangements: Shares are freely tradeable post-allotment.
• Convertible loan facility: Existing facility allows conversion up to 108 million shares, but has not been converted as of this announcement.
• Exemption from prospectus: No prospectus will be issued; investors should exercise caution.

Management Statement

The Board believes that the share subscription is in the best interests of the company and shareholders, providing vital working capital in view of ongoing losses and cash outflows. None of the directors or substantial shareholders, nor their associates, have any direct or indirect interest in the subscription beyond existing shareholdings, nor any business relationship with the subscribers.

Next Steps & Cautionary Note

The company will apply for listing and quotation approval for the new shares and will announce further developments as they occur. Shareholders and investors are cautioned to monitor announcements closely and seek professional advice if unsure. The completion of this subscription is price-sensitive, and dilution and ongoing financial weakness may impact share value.

Disclaimer

This article is for informational purposes only and should not be construed as investment advice. All information is based on official company announcements and financial statements. Investors are urged to conduct their own due diligence and consult professional advisors before making any investment decisions. The completion of the share subscription is subject to regulatory and shareholder approval and may not occur as planned.

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