DE.MEM LIMITED — Capital/Financing Update 2018

Nov 25, 2018

ASX RELEASE | De.mem Limited (ASX:DEM)

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De.mem to Undertake Non-Renounceable Rights Offer

26 November 2018: De.mem Limited (ASX:DEM) (“ De.mem ” or “ the Company ”) announces to it is undertaking a nonrenounceable rights issue (“ Offer ”) offer to existing shareholder of the Company of one (1) fully paid ordinary share (“ New Share ”) for every seven (7) shares held at an issue price of $0.135 to raise up to $2,076,473 before costs of the Offer.

A summary of the Offer is as follows:

1. The Offer is being made only to eligible shareholders on the basis of the number of fully paid ordinary shares in the Company (“ Shares ”) held at 5.00pm (AWST) on Thursday, 29 November 2018 (“ Record Date ”). Under the Offer, eligible shareholders will be able to subscribe for one (1) New Share for every seven (7) Shares held on the Record Date at an issue price of $0.135 per New Share.

2. The Offer opens on Tuesday, 4 December 2018 and is expected to close at 5.00pm (AWST) on Thursday, 13 December 2018.

3. The Offer is non-renounceable which means that Eligible Shareholders cannot sell their rights under the Offer.

4. A person is an Eligible Shareholder and is eligible to participate in the Offer if they are a registered holder of Shares on the Record Date and they:

   • a) have a registered address listed on the Company’s share register in Australia, New Zealand, Singapore, Hong Kong, Germany or Switzerland only;

   • b) are not in the United States and are not a US person or acting for the account of benefit of a person in the United States or a US person; and

   • c) are eligible under all applicable securities laws to receive an offer under the Offer, without the use of a prospectus, disclosure document or other lodgement, filing, registration or qualification.

5. Up to 15,381,282 New Shares may be issued under the Offer (based on the current capital structure of the Company and assuming that no existing options are exercised, vest or are converted before the Record Date). New Shares issued under the Offer will rank equally with the Company’s existing fully paid ordinary shares.

• There is no minimum subscription under the Offer.

1. Eligible Shareholders who take up their Rights in full may also apply for additional New Securities under any shortfall.

The Offer is not underwritten.

The Directors intend to apply the net proceeds from the issue to provide funds for:

• a) a proposed strategic acquisition of a complementary waste water business in Germany;

• b) ongoing research & development and manufacturing; and

• c) working capital.

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Further details regarding the strategic acquisition are provided in a Company presentation to be lodged with the ASX on 26 November 2018 and the Offer document dated 26 November 2018.

The indicative timetable for the Offer is as follows:

26 November 2018	Announcement to ASX of the Offer.
26 November 2018	Offer Document lodged with ASIC and ASX (Appendix 3B lodged with ASX)
27 November 2018	Notice of Offer sent to Shareholders
28 November 2018	Shares commence trading on the ASX on an ex-rights basis.
5.00pm (AWST)	Record Date– the date for identifying eligible shareholders entitled to
29 November 2018	participate in the Offer.
4 December 2018	Offer Document with Entitlement and Acceptance Forms sent to eligible
	shareholders.
4 December 2018	Opening Date– the first day for receipt of acceptances under the Offer and
	the shortfall offer.
5.00pm (AWST)	Closing Date– the last day for receipt of acceptances under the Offer and
13 December 2018	the shortfall offer.
14 December 2018	New Shares quoted on ASX on a deferred settlement basis.
18 December 2018	Announcement to ASX of the results of the Offer and any shortfall.
20 December 2018	Issue date- New Shares issued under the Offer
21 December 2018	New Shares expected to commence normal trading on ASX.

Note: these dates are indicative only and may be subject to change.

Further details regarding the Offer are set out in the Offer document that will be announced to the ASX on 26 November 2018.

- Ends-

For further information, please contact:

De.mem Limited

Andreas Kroell

CEO De.mem Limited investor@demem.com.sg

Media & Investor Enquiries

Six Degrees Investor Relations Henry Jordan +61 (0) 431 271 538

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