⚠️ This Post Does Not Allege Wrongdoing – It Highlights Common...

⚠️ This Post Does Not Allege Wrongdoing – It Highlights Common Shareholder Risks

The following post is not intended to insinuate any wrongdoing by FBR. Instead, it outlines general strategies that some companies may use to reduce shareholder influence. These points are provided for educational purposes and to foster open, respectful discussion.

Common Ways Shareholders Can Be Boxed Out

1. Dilution via Capital Raises
Companies can issue large volumes of discounted shares to institutions or insiders, significantly diluting existing shareholders’ ownership and voting power.
Retail investors—especially those on OTC markets—often lack preemptive rights and can't easily participate.

2. Voting Control Through Placement Deals
New shares are often issued to parties aligned with management. These investors then hold significant voting control over key matters such as board appointments and strategic decisions.

3. Avoidance of Transparent Communication
Refusing to answer shareholder questions, limiting AGM discussions, or failing to update the market on critical developments (e.g., licensing, monetization) leaves shareholders uninformed and unable to act.

4. Strategic Licensing or IP Transfers
Shifting valuable IP—like Hadrian X—to related parties or joint ventures may remove the upside from public shareholders, reducing the core value of the business without compensation.

5. Restructuring or De-Listing Threats
Hints at privatization, delisting, or asset sales can pressure shareholders to accept unfavorable terms, especially if control has already shifted.

6. Board Composition & Governance
Boards comprised solely of insiders or affiliated individuals eliminate shareholder representation and restrict critical oversight.

7. Lack of Open Forums or Calls
Requests for open shareholder Q&A sessions, especially before important votes (e.g., the May 6, 2025 EGM), have gone unanswered. These discussions should occur in public, be recorded, and shared transparently.

Practical Impact

When boxed out:

• Shareholders lose voting influence

• Transparency declines

• The ability to realize upside is reduced, especially if value is shifted through placements or licensing structures

Why the May 6, 2025 Vote Matters

This upcoming vote is not about technology. It's about control—specifically, ratifying past dilution and enabling future placements without requiring additional shareholder approval.

Here’s what the data shows:

Share Dilution History – FBR (ASX: FBR)

	Year	Shares Outstanding	Est. Annual Dilution (%)
1	2015	110,000,000	0.00%
2	2016	660,000,000	500.00%
3	2017	710,000,000	7.58%
4	2018	950,000,000	33.80%
5	2019	1,250,000,000	31.58%
6	2020	1,620,000,000	29.60%
7	2021	2,080,000,000	28.40%
8	2022	2,330,000,000	12.02%
9	2023	3,270,000,000	40.34%
10	2024	5,500,000,000	68.20%

Summary of Placement Activity (Based on Public ASX Filings)

2022:

• June: 222M shares @ A$0.018 – Raised A$4M

• October: 500M shares @ A$0.04 – Raised A$20M

• 100M loan-funded shares granted to CEO & CTO

2023–2024:

• Continued use of Listing Rules 7.1, 7.1A, and 7.4 to enable further placements

• March 2024: 66.8M shares @ A$0.02 – Part subject to June 2024 EGM vote

️ May 6, 2025 EGM Resolutions

	Resolution	Description	Shares	Who Benefits	Potential Impact
1	1	Ratification of issue to underwriter (Bell Potter)	149M @ $0.038	Bell Potter Securities	Frees up capacity under 15% cap; enables more dilution
2	2	Ratification of placement to institutions	574.5M @ $0.01	Sophisticated Investors	Deep discount, massive dilution, reduced retail influence
3	3	Approval for future issue to Fidelity	53.8M @ $0.01	Institutional Investor	Pre-approval of discounted issue, potential further dilution

⚠️ Ramifications for Long-Term Shareholders

• Ownership Dilution: Over 777 million shares are being validated or approved—significantly reducing existing holdings

• Reduced Voting Power: Concentration of ownership in institutional hands

• Price Pressure: Placement pricing at $0.01 undermines long-term valuation recovery

• Exclusion from Upside: Retail investors weren’t offered participation in these deals

Shareholder Feedback Ignored

After collecting responses from 30 shareholders, 29 requested the May 6 meeting be postponed.
FBR’s official response:

“Thank you for your email, I have passed it on to the board of directors. FBR will be proceeding with the Extraordinary General Meeting as planned.”

I have communicated to FBR that I do not wish to serve as an activist investor. However, I do have money invested—and will be protecting my interests, like all shareholders.

ASIC Involvement

I have submitted a formal concern to ASIC, requesting they review:

• Whether shareholder dilution has been excessive

• Whether share-based compensation disproportionately benefited insiders

• Whether shareholders received sufficient information to make informed decisions

• Whether a broader pattern warrants regulatory intervention

Final Thought

This is a fact-based summary of recent events and dilution trends. I welcome constructive feedback and encourage others to conduct their own due diligence.

If I’ve missed a perspective, I’m open to hearing it. But based on the data, the May 6 vote should be postponed and reconsidered in light of shareholder feedback and its long-term implications.