BLINKLAB LIMITED

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2 April 2024

ASX Announcement

Pre-Quotation Disclosure

BlinkLab Limited (ACN 652 901 703) (ASX: BB1) ( Company ) provides the following information to satisfy conditions for admission of the Company’s fully paid ordinary share ( Shares ) to quotation of ASX.

Capitalised terms in this announcement have the same meaning given in the Company’s replacement prospectus dated 21 February 2024 ( Prospectus ) unless the context otherwise requires.

1. Completion of the Public Offer

The Company confirms that is has raised the Full Subscription under the Public Offer and completed the issue of 35,000,000 Share at an issue price of $0.20 each to raise $7,000,000 (before costs).

2. Issue of Performance Rights

The Company has also issued a total of 3,000,000 Performance Rights as follows:

(a) 750,000 Performance Rights issued to Dr Hendrikus Johanne Boele (or his nominee);
(b) 750,000 Performance Rights issued to Mr Brian Leedman (or his nominee);
(c) 750,000 Performance Rights issued to Mr Cornelis Pieter Boele (or his nominee); and
(d) 750,000 Performance Rights issued to Dr Sebastiaan Koekkoek (or his nominee). The terms and conditions of the Performance Rights are set out in section 10.4 of the Prospectus.

3. Issue of Chairman Options

The Company has also issued a total of 2,000,000 Chairman Options (exercise price of $0.25 expiring the date that is 5 years from the date the Company is admitted to the Official List of ASX) and otherwise on the terms and conditions set out in section 10.3 of the Prospectus, to Mr Brian Leedman (or his nominee).

The full terms and conditions of the Chairman Options are set out in section 10.3 of the Prospectus.

4. Restricted Securities

The Company confirms that the following securities will be subject to restriction pursuant to the ASX Listing Rules for the period outlined below:

Security	Number	Restriction Period
Shares	37,913,846	24 months from the date of quotation
Shares	4,150,022	12 months from the date of issue
Options1	33,000,000	24 months from the date of quotation
Chairman Options2	2,000,000	24 months from the date of quotation
Performance Rights3	3,000,000	24 months from the date of quotation

Notes:

Exercisable at $0.25 each and expiring on 17 September 2026.
Exercisable at $0.25 each and expiring on the date that is five (5) years from date the Company is admitted to the Official List of ASX.
Subject to vesting conditions and expiring on the date that is four (4) years from the date the Company is admitted to the Official List of ASX.

5. ASX confirmations and waivers

The Company has received the following confirmations and waivers from ASX:

(a) confirmation that the terms of the Performance Rights (as defined in the Prospectus) are appropriate and equitable for the purpose of ASX Listing Rule 6.1; and
(b) a wavier from ASX Listing Rule 1.1 Condition 12 to the extent necessary to permit the Company to have on issue 3,000,000 Performance Rights issued with a nil exercise price, to directors and/or officers of the Company.

The terms of the wavier are attached to this announcement.

Signed for and on behalf of the Company

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Anton Uvarov

Director

ASX CONFIRMATIONS AND WAIVERS

BlinkLab Limited ( Company ) has been granted the following confirmations and waivers from the ASX Listing Rules ( Listing Rules ) in connection with its application for admission to the official list of ASX.

Listing Rule 1.1 Condition 12

A waiver from Listing Rule 1.1 condition 12, to the extent necessary to permit the Company to have on issue 3,000,000 Performance Rights issued with a nil exercise price, to directors and/or officers of the Company, on the condition that the full terms and conditions of the Performance Rights are clearly disclosed in the Company’s Prospectus.

Listing Rule 6.1.

The Company has also obtained a confirmation from ASX that the terms of the Performance Rights are appropriate and equitable to ASX for the purposes of Listing Rule 6.1. the confirmation was granted subject to the following conditions:

The prospectus issued in connection with the Company’s IPO contains the following details in respect of the Performance Rights:
(a) the party or parties to whom the Performance Rights are to be issued and the number of Performance Rights to be issued to them or each of them;
- i. any relationship the recipient of the Performance Rights or an associate of the recipient has with the entity;
- ii. in respect of those Performance Rights proposed to be issued to the directors and key management personnel (‘KMP’) of the Company:
  1. a statement that the Performance Rights are being issued to remunerate or incentivise the directors and KMP;
  2. details of the role (if any) the directors and KMP will play in meeting the respective performance milestone;
  3. details of the existing total remuneration package of the directors and KMP;
  4. if the directors and KMP or any of their associates hold securities in the entity, details of those securities and the consideration they paid or provided for those securities;
  5. an explanation why it is considered necessary or appropriate to further remunerate or incentivise the directors and KMP to achieve the applicable performance milestone;
  6. details of how the Company determined the number of Performance Rights to be issued to the directors and KMP and why it considers that number to be appropriate and equitable;
(b) the number of ordinary shares that the Performance Rights will convert into if the applicable performance milestone is met and the impact that will have on the entity’s capital structure;
(c) the full terms of the Performance Rights, including:
i. the Performance Rights are not quoted;
ii. the Performance Rights are not transferrable;
iii. the Performance Rights do not confer any right to vote, except as otherwise required by law;
iv. the Performance Rights do not permit the holder to participate in new issues of capital such as bonus issues and entitlement issues;
v. the Performance Rights do not carry an entitlement to a dividend;
vi. the Performance Rights do not permit the holder to participate in a return of capital, whether in a winding up, upon a reduction of capital or otherwise;
vii. the Performance Rights do not carry an entitlement to participate in the surplus profit or asset of the Company upon winding up of the Company;
viii. each of the Performance Rights are converted into one fully paid ordinary share on achievement of the relevant milestone;
ix. if the relevant class of Performance Rights is not converted into a share by the relevant expiry date then all the Performance Rights of that class lapse;
(d) The Company makes an announcement immediately upon the satisfaction of the milestone, on the conversion of any of the Performance Rights and the expiry of any of the Performance Rights.
(e) The terms and conditions of the Performance Rights, including without limitation the relevant milestone that has to be satisfied before each Performance Right converts into an ordinary share, are not to be changed without the prior approval of ASX and the Company’s shareholders.
(f) Upon conversion of the Performance Rights into ordinary shares, the Company will apply to the ASX for quotation of the shares within the requisite time period.
(g) The Company discloses the following in each annual report issued by the Company in respect of any period during which any of the Performance Rights remain on issue or were converted or cancelled:
(h) the number of Performance Rights on issue during the relevant period;
(i) a summary of the terms and conditions of the Performance Rights, including without limitation the number of ordinary shares into which they are convertible and the relevant milestones;
(j) whether any of the Performance Rights were converted or cancelled during that period; and
(k) 1.5.4. whether the milestone was met during the period.

AI assistant

BLINKLAB LIMITED Capital/Financing Update 2024