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ARCHTIS LIMITED Major Shareholding Notification 2021

Aug 1, 2021

64413_rns_2021-08-01_0ec3af0d-f3e9-4e6b-a6bf-ef9f9e72b9f3.pdf

Major Shareholding Notification

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604 Page 1 of 3 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

ACN/ARSN

archTIS Limited

123 098 671

1. Details of substantial holder (1)

Name Kurt Mueffelmann

ACN/ARSN (if applicable)

N/A

There was a change in the interests of the substantial holder on

substantial holder on 26 / 07 / 21 The previous notice was given to the company on 02 08 2021 / / The previous notice was dated 23 / 12 / 20

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

ompany or scheme, are as follows:
Class of securities (4) Previous notice Present notice
Person’s votes Voting power(5) Person’s votes Voting power(5)
Fully Paid Ordinary
Shares
13,011,697 5.87% 17,772,859 7.62%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of
change
Person whose
relevant interest
changed
Nature of change (6) Consideration given
in relation to change
(7)
Class and number
of securities
affected
Person's votes
affected
26/07/2021 Kurt
Mueffelmann
Shares issued
as deferred
consideration
for the
acquisition of
the registered
holder's
interest in
Nucleus Cyber
Inc under a
Merger
Agreement, as
announced on
29 October
2020 and as
approved by
shareholders
on 23 December
2020.
The securities
are subject to
disposal
Deferred
consideration
for the
holders'
interest in
the issued
capital of
Nucleus Cyber
Inc, following
achievement of
performance
milestones,
valued at
$1,571,183
based on the
deemed issue
price of $0.33
per Share.
4,761,162
Fully Paid
Ordinary
Shares
4,761,162

604 Page 2 of 3 15 July 2001

restrictions for 12 months from the date of issue.

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of
relevant interest
Registered holder
of securities
Person entitled to be
registered as holder
(8)
Nature of relevant
interest (6)
Class and number
of securities
Person's votes
Kurt
Mueffelmann

Kurt
Mueffelmann
Kurt
Mueffelmann
Direct holder
of Shares
issued as
consideration
under the
Merger
Agreement
announced on
29 October
2020 and
approved by
shareholders
on 23 December
2020.
The securities
are subject to
disposal
restrictions
for the
following
periods:
(a) 4,864,801
until
24/12/2021;
(b) 4,073,448
until
24/06/2022;
(c) 4,073,448
until
24/12/2022;
and
(d) 4,761,162
until
26/07/2022.
17,772,859 7.62%

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

604 Page 3 of 3 15 July 2001

Name Address
Kurt Mueffelmann PO Box 25816, Sarasota FL 34277, United States of America

Signature

print name Kurt Mueffelmann capacity sign here date / /

DIRECTIONS

  • (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

  • (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

  • (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

  • (4) The voting shares of a company constitute one class unless divided into separate classes.

  • (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

  • (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

  • (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

  • (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

603 Page 1 of 3 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme archTIS Limited ACN/ARSN 123 098 671

1. Details of substantial holder (1)

Name Kurt Mueffelmann ACN/ARSN (if applicable) N/A

The holder became a substantial holder on 23 / 12 / 2020

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4) Number of securities Person's votes (5) Voting power (6)
Fully Paid Ordinary
Shares
13,011,697 13,011,697 5.87%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest Nature of relevant interest (7) Class and number of securities
Kurt Mueffelmann Shares issued in consideration
for the acquisition of the
registered holder's interest in
Nucleus Cyber Inc under a Merger
Agreement, as announced on 29
October 2020 and as approved by
shareholders on 23 December
2020.
The securities are subject to
disposal restrictions for the
following periods:
4,864,801 for 12 months from
issue;
4,073,448 for 18 months from
issue; and
4,073,448 for 24 months from
issue.
13,011,697 Fully Paid
Ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered asholder(8)
Class and number of securities
Kurt Mueffelmann Kurt Mueffelmann Kurt Mueffelmann 13,011,697 Fully Paid
Ordinary Shares

603 Page 2 of 3 15 July 2001

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant
interest
Date of acquisition Consideration (9) Consideration (9) Class and number of securities
Cash Non-cash
Kurt Mueffelmann 23/12/2020 In
consideration
for the
relevant
interest, the
registered
holder sold
to the
Company his
interest in
the issued
capital of
Nucleus Cyber
Inc, valued
at
$5,190,396,
based on a
deemed issue
price of
$0.3989 per
Share.





















13,011,697 Fully Paid
Ordinary Shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association

7. Addresses

The addresses of persons named in this form are as follows:

Name Address
Kurt Mueffelmann PO Box 25816, Sarasota FL 34277, USA

Signature

print name
sign here
Kurt Mueffelmann
capacity
date
/ /

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each

603 Page 3 of 3 15 July 2001

group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

  • (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

  • (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

  • (4) The voting shares of a company constitute one class unless divided into separate classes.

  • (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

  • (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

  • (8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".

  • (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.