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EDEN INNOVATIONS LTD Capital/Financing Update 2018

Oct 11, 2018

64820_rns_2018-10-11_e32953f6-c3aa-43d7-8ac1-4dff35351cbe.pdf

Capital/Financing Update

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ACN 109 200 900

==> picture [128 x 55] intentionally omitted <==

12 October 2018

ASX Level 40, Central Park 152-158 St Georges Terrace PERTH WA 6000

Attention: Ben Secrett

By Email: [email protected]

Dear Mr Secrett,

EDEN INNOVATIONS LTD (“the Company”) – APP 3B

Attached to this letter is a copy of an Appendix 3B relating to the issue of:

  1. 4,800,000 20 cent ESOP options to Dr Dunmead and Mr Nikeas, appointed as directors of the Company effective 1 May 2018, on 26 April 2018; and

  2. 170,000 27.5 cent ESOP options issued to an employee of the Company on 10 April 2018.

The Company overlooked lodging an Appendix 3B in relation to these option issues at the time the relevant options were issued.

Sections 8 and 9 of the attached form have been prepared having regard to the shares on issue as at today’s date. Further, the calculation in annexure 1 to this Appendix 3B (of Eden’s placement capacity under Rule 7.1 and Rule 7.1A) reflects Eden’s placement capacity having regard to the last issue of securities made by the Company on 3 October 2018, as per the Appendix 3B lodged on 3 October 2018.

Notwithstanding the oversight referred to above, the Company considers that the systems and processes which it has in place to ensure compliance with the Listing Rules and in particular the lodgement of Appendix 3B are adequate and will ensure that no such oversight occurs again in the future.

Yours faithfully

==> picture [147 x 31] intentionally omitted <==

Gregory H. Solomon Executive Chairman

Eden Innovations Ltd | Telephone +61 8 9282 5889 Level 15, 197 St George’s Terrace, Perth, Western Australia 6000, Australia | edeninnovations.com

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Eden Innovations Ltd

ABN

58 109 200 900

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to
be issued
2
Number of+securities issued or
to be issued (if known) or
maximum number which may
be issued
3
Principal terms of the+securities
(e.g. if options, exercise price
and expiry date; if partly paid
+securities,
the
amount
outstanding and due dates for
payment;
if
+convertible
securities, the conversion price
and dates for conversion)
20c ESOP Options (“20c ESOP Options”)
27.5c ESOP Options (“27.5c ESOP Options”)
4,800,000 20c ESOP Options
170,000 27.5c ESOP Options
20c ESOP Options

Exercise Price – 20c

Expiry Date – 26 October 2021
27.5c ESOP Options

Exercise Price – 27.5c

Expiry Date – 30 April 2021
  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

4
Do the+securities rank equally
in all respects from the+issue
date with an existing+class of
quoted+securities?
If the additional+securities do
not rank equally, please state:
 the date from which they do
 the extent to which they
participate
for
the
next
dividend, (in the case of a
trust,
distribution)
or
interest payment
 the extent to which they do
not rank equally, other than
in
relation
to
the
next
dividend,
distribution
or
interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
6a
Is the entity an+eligible entity
that
has
obtained
security
holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h
in relation to the+securities the
subject of this Appendix 3B, and
comply with section 6i
6b
The date the security holder
resolution under rule 7.1A was
passed
6c
Number of+securities issued
without security holder approval
under rule 7.1
6d
Number of+securities issued
with security holder approval
under rule 7.1A
6e
Number of+securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
No
Nil
Issued on the terms and conditions set out
in the Company’s ESOP to the two new
directors appointed to the Board effective 1
May 2018, Dr Dunmead and Mr Nikeas, and
to an employee of the Company.
No
N/A
4,800,000 20c ESOP Options
N/A
N/A

6f Number of[+] securities issued 170,000 27.5c ESOP Options under an exception in rule 7.2 (Exception 9) 6g If[+] securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining Attached issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 20c ESOP Options – 26 April 2018 Note: The issue date may be prescribed by 27.5c ESOP Options – 10 April 2018 ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 1,521,399,119 Shares +securities quoted on ASX ( including the +securities in section 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Number +Class 9 Number and +class of all 5,550,000 9.5c ESOP Options +securities not quoted on ASX 25,532,462 27c ESOP Options ( including the +securities in 4,800,000 20c ESOP Options section 2 if applicable) 330,000 25c ESOP Options 170,000 27.5c ESOP Options 22,490,000 31c Options 2,250,000 28.75c Options 1,125,000 38.75c Options 5,000,000 40c Options 5,000,000 48c Options

  • 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No dividends anticipated to be declared for the foreseeable future

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

19 Closing
date
for
receipt
of
acceptances or renunciations
20 Names of any underwriters
21 Amount of any underwriting fee
or commission
22 Names of any brokers to the
issue
23 Fee or commission payable to the
broker to the issue
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
25 If the issue is contingent on
security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
27 If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28 Date rights trading will begin (if
applicable)
29 Date rights trading will end (if
applicable)
30 How do security holders sell
their entitlements_in full_through
a broker?
31 How do security holders sell_part_
of their entitlements through a
broker
and
accept
for
the
balance?
  • See chapter 19 for defined terms.

Appendix 3B Page 5

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  • 32 How do security holders dispose of their entitlements (except by sale through a broker)?

  • 33 +Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of[+] securities ( tick one )

  • (a) +Securities described in Part 1

(b)[All other ][+][securities ] Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 7

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Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted +quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Executive Chairman

Date: 12 October 2018

Print name: Gregory H. Solomon

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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----- Start of picture text -----

Insert number of fully paid [+] ordinary 1,263,708,997
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 200,187,125
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities -
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary -
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary -
securities cancelled during that 12 month
period
“A” 1,463,896,122
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 9

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 219,584,418

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued 62,302,997 or agreed to be issued in that 12 month period not counting those issued:

  • Under an exception in rule 7.2

  • Under rule 7.1A

  • With security holder approval under rule 7.1 or rule 7.4

Note:

  • This applies to equity securities, unless specifically excluded – not just ordinary securities

  • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

  • It may be useful to set out issues of securities on different dates as separate line items

  • “C” 62,302,997

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15 219,584,418
Note: number must be same as shown in
Step 2
Subtract“C” 62,302,997
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 157,281,421
  • See chapter 19 for defined terms.

Appendix 3B Page 10

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10

Note: this value cannot be changed Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

  • This applies to equity securities – not just ordinary securities

  • • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

  • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

  • • It may be useful to set out issues of securities on different dates as separate line items

  • “E”

  • See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E”

Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E”

Note: this is the remaining placement capacity under rule 7.1A

  • See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013