CLOSE THE LOOP LTD. — Share Issue/Capital Change 2024

Jan 21, 2024

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

CLOSE THE LOOP LTD.

Date of this announcement

Monday January 22, 2024

The +securities the subject of this notification are:

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Other

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	Unquoted Options	500,000	18/01/2024
to be confirmed
New class - code	Unquoted Options	500,000	18/01/2024
to be confirmed

Refer to next page for full details of the announcement

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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

CLOSE THE LOOP LTD.

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

095718317

1.3 ASX issuer code

CLG

1.4 The announcement is

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New announcement

1.5 Date of this announcement

22/1/2024

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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

Please specify

We are issuing unquoted options for services rendered.

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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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

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New +securities
ASX +security code +Security description
New class - code to be confirmed Unquoted Options
+Security type ISIN code
Options
Date the +securities the subject of this notification were issued
18/1/2024
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
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.
Options expiring 3 years from grant date issued in 2 tranches of 500,000 each with respective strike prices of $0.38 and
$0.90 respectively.
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Options Details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.38000000 18/1/2027 Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option Other Description The options will convert to ordinary shares upon conversion. Options expiring 3 years from grant date. Any other information the entity wishes to provide about the +securities the subject of this notification Services rendered in relation to the acquisition of ISP Tek Services and Captive Trade Corp.

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Services were rendered, in relation to the acquisition of ISP Tek Services and Captive Trade Corp, that were entitled to options or a cash incentive if the transaction successfully completed. Options have been issued in lieu of a cash incentive payment.

An Appendix 3B relating to the issue of these options was not issued previously as there was some negotiation as to whether an equity instrument would be granted in lieu of a cash payment.

Issue details

Number of +securities

500,000

Were the +securities issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

No consideration is being provided for the securities.

Purpose of the issue

To pay for services rendered

Additional Details

Options expiring 3 years from grant date with strike price of $0.38.

New +securities

ASX +security code +Security description New class - code to be confirmed Unquoted Options +Security type ISIN code Options Date the +securities the subject of this notification were issued 18/1/2024

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

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No

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

Options expiring 3 years from grant date issued in 2 tranches of 500,000 each with respective strike prices of $0.38 and $0.90 respectively.

Options Details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.90000000 18/1/2027

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

Other

Description

The options will convert to ordinary shares upon conversion. Options expiring 3 years from grant date.

Any other information the entity wishes to provide about the +securities the subject of this notification

Services rendered in relation to the acquisition of ISP Tek Services and Captive Trade Corp.

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Services were rendered, in relation to the acquisition of ISP Tek Services and Captive Trade Corp, that were entitled to options or a cash incentive if the transaction successfully completed. Options have been issued in lieu of a cash incentive payment.

An Appendix 3B relating to the issue of these options was not issued previously as there was some negotiation as to whether an equity instrument would be granted in lieu of a cash payment.

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

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Number of +securities 500,000 Were the +securities issued for a cash consideration? No Please describe the consideration being provided for the +securities

No consideration is being provided for the securities. Purpose of the issue To pay for services rendered

Additional Details

Options expiring 3 years from grant date with strike price of $0.90.

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Part 4 - +Securities on issue

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
CLG : ORDINARY FULLY PAID	530,297,981

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
CLGAC : PERFORMANCE RIGHTS	14,150,000
New class - code to be confirmed : Unquoted Options	500,000
New class - code to be confirmed : Unquoted Options	500,000

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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? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

1,000,000 securities are being issued

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? N/A

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