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CLOSE THE LOOP LTD. Major Shareholding Notification 2023

May 2, 2023

64659_rns_2023-05-02_079eba17-7964-4e63-ac17-1db6109c1fd5.pdf

Major Shareholding Notification

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Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme Close the Loop Limited ( CLG ) ACN/ARSN 095 718 317 1. Details of substantial holder (1) Name Sammy Saloum & Dania Saloum ACN/ARSN (if applicable) N/A

The holder became a substantial holder 28 April 2023 on

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 40,560,560 40,560,560 7.92%

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 ofrelevant interest Nature of relevant interest (7) Class and numberof securities
40,560,560 fully paid
Sammy Saloum Sammy Saloum is the holder of 20,280,280 Shares and has a relevant interest in afurther 20,280,280 Shares that are held by his spouse, Dania Saloum ordinary shares in thecapital of CLG
("Shares")
Dania Saloum Dania Saloum is the holder of 20,280,280 Shares and has a relevant interest in a further20,280,280 Shares that are held by her spouse, Sammy Saloum 40,560,560 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 ofrelevant interest Registered holder of securities Person entitledto be registeredas holder (8) Class and numberof securities
Sammy Saloum Sammy Saloum Sammy Saloum 20,280,280 Shares
Dania Saloum Dania Saloum 20,280,280 Shares
Dania Saloum Sammy Saloum Sammy Saloum 20,280,280 Shares
Dania Saloum Dania Saloum 20,280,280 Shares

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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 numberof securities
Cash Non-cash
Partial consideration for CLG's
Sammy Saloum 28 April 2023 acquisition of all the shares in ISP TekServices LLC and Captive Trade 40,560,560 Shares
Corporation
Partial consideration for CLG's
Dania Saloum 28 April 2023 acquisition of all the shares in ISP TekServices LLC and Captive Trade 40,560,560 Shares
Corporation

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
N/A N/A

7. Addresses

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

Name Address
Sammy Saloum 2075 Greenbriar Drive, Southlake, Texas, USA
Dania Saloum 2075 Greenbriar Drive, Southlake, Texas, USA

Signature

print name Sammy Saloum capacity Shareholder
sign here Sammy Saloum date 2 May 2023
Signature
print name Dania Saloum capacity Shareholder
sign here Dania Saloum date 2 May 2023

Signature

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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 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.

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