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CLEARVUE TECHNOLOGIES LIMITED — Share Issue/Capital Change 2023
Oct 30, 2023
64697_rns_2023-10-30_b6a0d955-804d-4413-8bfb-be573339adcd.pdf
Share Issue/Capital Change
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Announcement Summary
Entity name
CLEARVUE TECHNOLOGIES LIMITED
Date of this announcement
Tuesday October 31, 2023
The +securities the subject of this notification are:
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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX
Total number of +securities to be issued/transferred
| Total number of | |||
|---|---|---|---|
| ASX +security | +securities to be | ||
| code | Security description | issued/transferred | Issue date |
| New class - code | Options | 1,000,000 | 30/10/2023 |
| to be confirmed | |||
| New class - code | Class D Performance Rights | 1,000,000 | 30/10/2023 |
| to be confirmed | |||
| New class - code | Class E Performance Rights | 500,000 | 30/10/2023 |
| to be confirmed | |||
| New class - code | Class F Performance Rights | 500,000 | 30/10/2023 |
| to be confirmed | |||
| New class - code | Class G Performance Rights | 1,000,000 | 30/10/2023 |
| to be confirmed | |||
| New class - code | Class H Performance Rights | 500,000 | 30/10/2023 |
| to be confirmed | |||
| New class - code | Class I Performance Rights | 500,000 | 30/10/2023 |
| to be confirmed | |||
| New class - code | Class J Performance Rights | 1,000,000 | 30/10/2023 |
| to be confirmed |
Refer to next page for full details of the announcement
Notification of Issue, Conversion or Payment up of Unquoted E it S iti
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Part 1 - Entity and announcement details
1.1 Name of entity
CLEARVUE TECHNOLOGIES LIMITED
We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.
1.2 Registered number type
ACN
Registration number
071397487
1.3 ASX issuer code
CPV
1.4 The announcement is
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New announcement
1.5 Date of this announcement
31/10/2023
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Part 2 - Issue details
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2.1 The +securities the subject of this notification are:
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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX
2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:
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does not have an existing ASX security code ("new class")
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B
ASX +security code +Security description New class - code to be confirmed Options +Security type ISIN code Options Date the +securities the subject of this notification were issued 30/10/2023 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Were any of the +securities issued to +key management personnel (KMP) or an +associate? No Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? No Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. Underlying terms are contained in the Employee Securities Incentive Plan at the following link: https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C PV-approved-25-Nov-2021.pdf Options Details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.00000000 30/10/2027 Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option Other Description 1 fully paid ordinary share for every 1 option exercised Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C PV-approved-25-Nov-2021.pdf
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Any other information the entity wishes to provide about the +securities the subject of this notification
Vesting condition: Options are exercisable where the share price for the Company reaches A$0.50 and maintains a VWAP of A$0.50 for at least 14 days within and prior to the expiry date.
Issue details
Number of +securities
| 1,000,000 |
|---|
| ASX +security code New class - code to be confirmed +Security description Class D Performance Rights |
| +Security type ISIN code |
| Other |
| Date the +securities the subject of this notification were issued |
| 30/10/2023 |
| Will all the +securities issued in this class rank equally in all respects from their issue date? |
| Yes |
| Were any of the +securities issued to +key management personnel (KMP) or an +associate? |
| No |
| Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being |
| issued. Underlying terms are contained in the Employee Securities Incentive Plan at the following link: https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C PV-approved-25-Nov-2021.pdf |
| Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme |
| or a summary of the terms https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C PV-approved-25-Nov-2021.pdf |
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Any other information the entity wishes to provide about the +securities the subject of this notification
Vesting condition: The performance rights will vest with the participant assisting the Company to complete development and testing of vision and Spandrel Glass to achieve an A2 SO D1 fire rating confirmed by independent third party testing, with such testing party approved by the Company and certified to the EN13501.1 standard before the end of the expiry date on 30 October 2027.
Issue details
Number of +securities
1,000,000
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ASX +security code +Security description
New class - code to be confirmed Class E Performance Rights
+Security type ISIN code
Other
Date the +securities the subject of this notification were issued
30/10/2023
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
No
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being
issued.
Underlying terms are contained in the Employee Securities Incentive Plan at the following link:
https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C
PV-approved-25-Nov-2021.pdf
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme
or a summary of the terms
https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C
PV-approved-25-Nov-2021.pdf
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Any other information the entity wishes to provide about the +securities the subject of this notification
Vesting condition: If the participant introduces an equity investor to the Company where an Equity Investment transaction is concluded and/or the participant has carriage of concluding a equity investment before the expiry date on 30 October 2027.
Issue details
Number of +securities
| 500,000 |
|---|
| ASX +security code New class - code to be confirmed +Security description Class F Performance Rights |
| +Security type ISIN code |
| Other |
| Date the +securities the subject of this notification were issued |
| 30/10/2023 |
| Will all the +securities issued in this class rank equally in all respects from their issue date? |
| Yes |
| Were any of the +securities issued to +key management personnel (KMP) or an +associate? |
| No |
| Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being |
| issued. Underlying terms are contained in the Employee Securities Incentive Plan at the following link: https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C PV-approved-25-Nov-2021.pdf |
| Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme |
| or a summary of the terms https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C PV-approved-25-Nov-2021.pdf |
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Any other information the entity wishes to provide about the +securities the subject of this notification
Vesting condition: If the participant introduces a strategic investor to the Company where a Strategic Investment transaction is concluded and/or the participant has carriage of concluding a Strategic Investment before the expiry date on 30 October 2027.
Issue details
| Number of +securities 500,000 |
Number of +securities 500,000 |
Number of +securities 500,000 |
|---|---|---|
| ASX +security code New class - code to be confirmed +Security description Class G Performance Rights +Security type Other ISIN code Date the +securities the subject of this notification were issued 30/10/2023 Will all the +securities issued in this class rank equally in all respects from their issue date? Were any of the +securities issued to +key management personnel (KMP) or an +associate? Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. Underlying terms are contained in the Employee Securities Incentive Plan at the following link: https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C PV-approved-25-Nov-2021.pdf Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C PV-approved-25-Nov-2021.pdf Any other information the entity wishes to provide about the +securities the subject of this notification No Yes |
||
| Vesting condition: If the participant is able to assist the Company to complete an uplisting of its OTCQB US or ASX listing on to the main US board of the NASDAQ or the NYSE before the expiry date on 30 October 2027, or have commenced |
||
| Notific E it |
ation of Issue, Conversion or Payment up of Unquoted S iti 8 / 16 |
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such a process at least 3 months before the expiry date and such uplisting is completed within a further 6 months after the end of the expiry date.
| Issue details | |
|---|---|
| Number of +securities | |
| 1,000,000 | |
| ASX +security code New class - code to be confirmed +Security description Class H Performance Rights |
|
| +Security type ISIN code |
|
| Other | |
| Date the +securities the subject of this notification were issued | |
| 30/10/2023 | |
| Will all the +securities issued in this class rank equally in all respects from their issue date? | |
| Yes | |
| Were any of the +securities issued to +key management personnel (KMP) or an +associate? | |
| No | |
| Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being | |
| issued. Underlying terms are contained in the Employee Securities Incentive Plan at the following link: https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C PV-approved-25-Nov-2021.pdf |
|
| Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme | |
| or a summary of the terms https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C PV-approved-25-Nov-2021.pdf |
|
| Any other information the entity wishes to provide about the +securities the subject of this notification Vesting condition: Where the share price for the Company reaches A$0.50 and maintains a VWAP of A$0.50 for at least 14 days within and prior to the expiry date on 30 November 2025. |
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Issue details
Number of +securities
| 500,000 |
|---|
| ASX +security code New class - code to be confirmed +Security description Class I Performance Rights |
| +Security type ISIN code |
| Other |
| Date the +securities the subject of this notification were issued |
| 30/10/2023 |
| Will all the +securities issued in this class rank equally in all respects from their issue date? |
| Yes |
| Were any of the +securities issued to +key management personnel (KMP) or an +associate? |
| No |
| Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being |
| issued. Underlying terms are contained in the Employee Securities Incentive Plan at the following link: https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C PV-approved-25-Nov-2021.pdf |
| Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme |
| or a summary of the terms https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C PV-approved-25-Nov-2021.pdf |
| Any other information the entity wishes to provide about the +securities the subject of this notification Vesting condition: In the event the Company receives revenue of A$1.5m from the sale of its own products (incorporating the CPV technology) during a 12 month period before the expiry date on 30 November 2025. |
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Issue details
Number of +securities
| 500,000 |
|---|
| ASX +security code New class - code to be confirmed +Security description Class J Performance Rights |
| +Security type ISIN code |
| Other |
| Date the +securities the subject of this notification were issued |
| 30/10/2023 |
| Will all the +securities issued in this class rank equally in all respects from their issue date? |
| Yes |
| Were any of the +securities issued to +key management personnel (KMP) or an +associate? |
| No |
| Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being |
| issued. Underlying terms are contained in the Employee Securities Incentive Plan at the following link: https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C PV-approved-25-Nov-2021.pdf |
| Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme |
| or a summary of the terms https://www.clearvuepv.com/wp-content/uploads/2021/11/Employee-Securities-Incentive-Plan-all-in-one-%E2%80%93-C PV-approved-25-Nov-2021.pdf |
| Any other information the entity wishes to provide about the +securities the subject of this notification Vesting condition: In the event the Company receives revenue of A$3m from the sale of its own products (incorporating the CPV technology) during a 12 month period before the expiry date on 30 November 2025. |
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Issue details
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Number of +securities
1,000,000
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Part 4 - +Securities on issue
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Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:
(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)
4.1 Quoted +Securities (Total number of each +class of +securities quoted)
| Total number of | |
|---|---|
| ASX +security code and description | +securities on issue |
| CPV : ORDINARY FULLY PAID | 228,621,757 |
| 4.2 Unquoted +Securities (Total number of each +class of +securities issued but | not quoted on ASX) |
| Total number of | |
| ASX +security code and description | +securities on issue |
| CPVAK : OPTION EXPIRING 30-NOV-2024 EX $0.30 | 3,000,000 |
| CPVAL : OPTION EXPIRING 30-NOV-2025 EX $0.40 | 2,500,000 |
| CPVAM : OPTION EXPIRING 30-NOV-2026 EX $0.50 | 3,000,000 |
| CPVAF : OPTION EXPIRING 11-JUL-2024 EX $0.1425 | 300,000 |
| CPVAH : PERFORMANCE RIGHTS | 10,000,000 |
| CPVAG : OPTION EXPIRING 22-DEC-2023 EX $0.25 | 800,000 |
| CPVAN : OPTION EXPIRING 12-JUL-2027 EX $0.2475 | 3,000,000 |
| CPVAJ : OPTION EXPIRING 02-FEB-2024 EX $0.37 | 3,000,000 |
| CPVAI : OPTION EXPIRING 30-JUN-2024 EX $0.75 | 2,000,000 |
| New class - code to be confirmed : Options | 1,000,000 |
| New class - code to be confirmed : Class D Performance Rights | 1,000,000 |
| New class - code to be confirmed : Class E Performance Rights | 500,000 |
| New class - code to be confirmed : Class F Performance Rights | 500,000 |
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
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| Notification of Issue, Conversion or Payment up of Unquoted Equity Securities | |
|---|---|
| New class - code to be confirmed : Class G Performance Rights | 1,000,000 |
| New class - code to be confirmed : Class H Performance Rights | 500,000 |
| New class - code to be confirmed : Class I Performance Rights | 500,000 |
| New class - code to be confirmed : Class J Performance Rights | 1,000,000 |
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Part 5 - Other Listing Rule requirements
5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes
5.1a Select the number of the applicable exception in Listing Rule 7.2
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