ELSIGHT LIMITED — AGM Information 2019

Apr 28, 2019

(ACN 616 435 753) Notice of Annual General Meeting

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Notice is given that the Annual General Meeting of Shareholders of Elsight Limited ( ELS or the Company ) will be held as follows:

Date: Friday 31 May 2019

Time: 10:30am (AEST)

Venue: BDO, Tower 4, Level 18, Meeting Room MR 11/12, 727 Collins Street, Docklands, VIC 3008

Business

Financial Statements and Reports

To receive and consider the Company’s Annual Financial Report, including the Directors’ Report and the Auditor’s Report for the year ended 31 December 2018.

1. Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution :

“That the Company adopt the remuneration report for the year ended 31 December 2018 in accordance with section 250R(2) of the Corporations Act 2001 (Cth).”

Notes:

The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement : The Company will disregard any votes cast on Resolution 1:

• by or on behalf of a member of the Company’s Key Management Personnel (KMP) whose remuneration details are disclosed in the remuneration report for the year ended 31 December 2018 or their closely related parties, in any capacity; or

• as proxy by a person who is a member of the Company’s KMP at the date of the meeting or their closely related parties.

• However, votes will not be disregarded if they are cast as proxy for a person who is entitled to vote on Resolution 1:

• in accordance with the directions on the proxy form; or

• by the person chairing the Meeting, in accordance with an express authorisation to exercise the proxy even though Resolution 1 is connected with the remuneration of KMP.

The Chairman intends to vote all available undirected proxies in favour of Resolution 1.

2. Re-election of Mr Howard Digby as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of clause 14.2 of the Company’s Constitution, Mr Howard Digby a Director, retires by rotation, and being eligible, be re-elected as a Director.”

3. Election of Mr Raj Logaraj as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That Mr Raj Logaraj, who was appointed a Director during the last financial year, retires in accordance with the Company’s Constitution and, being eligible, offers himself for election in accordance with Clause 14.4 of the Company’s Constitution, be elected as a Director of the Company.”

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4. Approval of Additional 10% Placement Capacity

To consider and, if thought fit, to pass the following resolution as a special resolution

“That for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities of up to 10% of the total issued share capital of the Company (at the time of the issue), calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 over a 12 month period and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Note: In accordance with ASX Listing Rule 14.11.1, as at the date of this notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no Shareholders are currently excluded.

Other information

An Explanatory Memorandum accompanies and forms part of this notice of Annual General Meeting.

All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the Meeting should consult their financial or legal adviser for assistance.

Voting by proxy

Any Shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of that Shareholder. The proxy does not need to be a Shareholder of the Company and can be either an individual or a body corporate. A Shareholder can appoint a proxy by completing and returning a signed proxy form.

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.

If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• (a) appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act 2001 (Cth) (the Corporations Act ); and

• (b) provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the proxy form. If you do not direct your proxy how to vote on a particular item of business, you are authorising your proxy to vote as they decide, subject to any applicable voting exclusions.

If your proxy does not attend the Meeting, the Chairman will become your proxy by default. The Chairman intends to vote in favour of all resolutions on the agenda.

If you appoint the Chairman of the Meeting as your proxy or the Chairman of the Meeting is appointed as your proxy by default, and you do not provide any voting directions on your proxy form, by completing and returning the proxy form you will be expressly authorising the Chairman of the Meeting to cast your vote as he sees fit. If you intend to appoint a member of the KMP (other than the Chairman) or any of their closely related parties as your proxy on Resolution 1, please ensure that you direct them how to vote on Resolution 1.

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Proxies must be:

• (a) lodged at the Company’s share registry, Automic Registry Services; or

• (b) faxed to the fax number specified below

no later than 10:30am (AEST) on Wednesday 29 May 2019.

Address (hand deliveries): Automic Level 5, 126 Phillip Street, Sydney NSW 2000

Address (postal deliveries): Automic GPO Box 5193, Sydney NSW 2001 Email for lodgement: meetings@automicgroup.com.au

The proxy form has been enclosed. Please read all instructions carefully before completing the proxy form.

Online Voting

Please visit https://investor.automic.com.au/#/loginsah to submit your voting intentions.

Entitlement to vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company has determined that for the purposes of the meeting shares will be taken to be held by the persons who held them as registered Shareholders at 7.00 pm (AEST) on Wednesday 29 May 2019. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Voting Intentions

Subject to any voting restrictions and exclusions, the Chairman intends to vote in favour of all resolutions on the agenda.

In respect of all available undirected proxies, subject to any voting restrictions and exclusions, the Chairman intends to vote in favour of all resolutions on the agenda.

Questions and Comments by Shareholders at the Meeting

In accordance with the Corporations Act, a reasonable opportunity will be given to Shareholders - as a whole - to ask questions or make comments on the management of the Company at the Annual General Meeting.

Similarly, a reasonable opportunity will be given to Shareholders - as a whole - to ask questions to the Company’s external Auditor, BDO Audit (WA) Pty Ltd, relevant to:

• (a) the conduct of the audit;

• (b) the preparation and contents of the audit;

• (c) the accounting policies adopted by the Company in relation to the preparation of its financial statements; and

• (d) the independence of the Auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to BDO Audit (WA) Pty Ltd if the question is relevant to the content of BDO Audit (WA) Pty Ltd’s audit report or the conduct of its audit of the Company’s financial report for the year ended 31 December 2018.

Relevant written questions to BDO Audit (WA) Pty Ltd must be submitted no later than 5:00pm (AEST) on Friday 24 May 2019. A list of those questions will be made available to Shareholders attending the meeting. BDO Audit (WA) Pty Ltd will either answer questions at the meeting or table written answers to them at the

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meeting. If written answers are tabled at the meeting, they will be made available to Shareholders as soon as practicable after the meeting.

Please send written questions for BDO Audit (WA) Pty Ltd to:

By facsimile - +61 3 9602 4709;

Post to – C/ Mertons Corporate Services Pty Ltd – Level 7, 330 Collins Street, Melbourne VIC 3000

By order of the Board

Mark Licciardo Company Secretary

(ACN 616 435 753) Explanatory Memorandum

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This Explanatory Memorandum sets out further information regarding the proposed resolutions to be considered by Shareholders of Elsight Limited ( ELS or the Company ) at the 2019 Annual General Meeting to be held commencing at 10:30am on Friday 31 May 2019 at BDO, Tower 4, Level 18, Meeting Room MR 11/12, 727 Collins Street, Docklands, VIC 3008.

The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether or not to support the resolutions.

Financial Statements and Reports

Under section 317 of the Corporations Act, ELS is required to lay its Annual Financial Report, Directors’ Report and Auditor’s Report before its Shareholders at its Annual General Meeting. The Annual Financial Report is submitted for Shareholders’ consideration and discussion at the Annual General Meeting as required. Meeting attendees are invited to direct questions to the Chairman and/or the Auditor in respect of any aspect of the report they wish to discuss. There is no requirement, either in the Corporations Act or the Company’s Constitution, for Shareholders to approve the reports.

Representatives of ELS’s auditor, BDO Audit (WA) Pty Ltd, will be present for discussion purposes on matters of relevance to the audit.

Shareholders can access a copy of the annual report on the Company’s website at https://elsight.com

Resolution 1 – Adoption of Remuneration Report

Board recommendation and undirected proxies . The Board recommends that Shareholders vote in FAVOUR of Resolution 1. The Chairman of the meeting intends to vote all available undirected proxies in FAVOUR of Resolution 1.

Resolution 1 provides Shareholders the opportunity to vote on ELS’s Remuneration Report. The Remuneration Report is contained in the Directors’ Report. Under section 250R(2) of the Corporations Act, ELS must put the adoption of its Remuneration Report to a vote at its Annual General Meeting.

This vote is advisory only and does not bind the Directors or ELS.

The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at this meeting when reviewing ELS’s remuneration policies. If 25% or more of the votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of ELS’s Directors other than the Managing Director must be offered up for election.

Key Management Personnel (including Directors) and their closely related parties must not cast a vote on the Remuneration Report, unless as holders of directed proxies for Shareholders eligible to vote on Resolution 1.

ELS encourages all Shareholders to cast their votes on this resolution. The Chairman intends to vote all available undirected proxies in favour of this resolution. If you wish to vote “against” or “abstain” you should mark the relevant box in the attached proxy form.

Resolutions 2 – Re-election of Mr Howard Digby as a Director

Board recommendation and undirected proxies . The Board (other than Mr Digby) recommends that Shareholders vote in FAVOUR of Resolutions 2. The Chairman of the meeting intends to vote all available undirected proxies in FAVOUR of Resolutions 2.

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Clause 14.2 of the Company’s Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting. Mr Digby, who has served as a director since 13 December 2016, retires by rotation and seeks re-election.

Mr Digby began his career at IBM and has spent 25 years managing technology related businesses in the Asia Pacific region, of which 12 years were spent in Hong Kong. More recently, he was with The Economist Group as Regional Managing Director. Prior to this, he held senior regional management roles at Adobe and Gartner. Upon returning to Perth, Howard served as Executive Editor of WA Business News and now spends his time as an advisor and investor, having played key roles in several M&A and reverse takeover transactions.

Resolution 3 - Election of Mr Raj Logaraj as a Director

Board recommendation and undirected proxies . The Board (other than Mr Logaraj) recommends that Shareholders vote in FAVOUR of Resolution 3. The Chairman of the meeting intends to vote all available undirected proxies in FAVOUR of Resolutions 3.

Mr Logaraj, who was appointed to the Board during the last financial year and who, being eligible, offers himself for election in accordance with Clause 14.3 of the Company’s Constitution, as a Director of the Company.

Mr Logaraj was appointed to the Board on 1 August 2018.

Mr Logaraj’s career spans law and investment banking. He has served on the Boards of public companies listed on the Australian Stock Exchange (ASX), Singapore Stock Exchange (SGX) and the Malaysian Stock Exchange (Bursa Malaysia), dealing with a diverse range of businesses including Agribusiness, FMCG, Uranium Mining, Medical Devices, Financial Services and on University Committees and Government Councils in Australia and overseas.

He practiced Law as a Partner of a major law firm in Singapore following graduation with a LLB (Hons) degree from the National University of Singapore where he also taught Commercial Law part-time. He subsequently obtained a LLM degree from Sydney University majoring in International Tax and Public Company Finance and practised law as an International Partner of Baker & McKenzie in Australia responsible for the development of its business in the ASEAN region, as Head of the Corporate and Commercial Group of the Australian offices and as Chair of its Business Development Committee before joining Turnbull & Partners (now Goldman Sachs Australia) as Executive Director. He then worked for Temasek Holdings in Singapore as a Board Director, President of the Financial Solutions Group of its stockbroking unit and Chair of the Risk and Management Committee.

Resolution 4 – Approval of Additional 10% Placement Capacity

Board recommendation and undirected proxies . The Board recommends that Shareholders vote in FAVOUR of Resolution 4. The Chairman of the meeting intends to vote all available undirected proxies in FAVOUR of Resolution 4.

ASX Listing Rule 7.1A provides that an eligible entity (as defined below) may seek Shareholder approval by special resolution at its Annual General Meeting to issue equity securities equivalent to an additional 10% of the number of ordinary securities on issue over a period of 12 months after the Annual General Meeting (10% Placement Capacity). This is in addition to the existing 15% placement capacity permitted by ASX Listing Rule 7.1.

Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 4 for it to be passed.

If Shareholders approve Resolution 4, the number of equity securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out below).

An eligible entity is one that, as at the date of the relevant Annual General Meeting:

(a) is not included in the S&P/ASX 300 Index; and

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• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $28,679,810 (based on the number of Shares on issue which excludes restricted securities and the closing price of Shares on the ASX on 17 April 2019).

Any equity securities issued must be in the same class as an existing class of quoted equity securities. The Company currently has one class of quoted equity securities on issue, being Shares (ASX Code: ELS).

The number of equity securities that the Company may issue under the approval sought by Resolution 4 will be calculated in accordance with the following formula as set out in ASX Listing Rule 7.1A:

(A x D) – E

Where:

• A = the number of fully paid Shares on issue 12 months before the date of issue or agreement to issue:

• (i) plus the number of Shares issued in the 12 months under an exception in Listing Rule 7.2;

• (ii) plus the number of partly paid Shares that became fully paid in the 12 months;

• (iii) plus the number of fully paid Shares issued in the 12 months under Listing Rules 7.1 and 7.4; and

• (iv) less the number of fully paid Shares cancelled in the 12 months.

D = 10%.

E = the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of the Shareholders under Listing Rule 7.1 or 7.4.

Technical information required by Listing Rule 7.1A

While the Company does not have any immediate plans to issue shares, purposes for which shares may be issued pursuant to Resolution 4 may include the raising of capital to facilitate further investment opportunities.

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to Resolution 4:

Minimum Price : Under the ASX Listing Rules, the minimum price at which the equity securities may be issued is 75% of the volume weighted average price of equity securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the equity securities are to be issued is agreed; or

• (ii) if the equity securities are not issued within 5 ASX trading days of the date in paragraph (i) above, the date on which the equity securities are issued.

Risk of voting dilution : Shareholders should be aware there is a risk of economic and voting dilution that may result from an issue of equity securities under the 10% Placement Capacity, including the risk that:

• the market price for equity securities in that class may be significantly lower on the issue date than on the date of the Meeting where approval is being sought; and

• the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the date of issue.

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Any issue of equity securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any equity securities under the issue.

If Resolution 4 is approved by Shareholders and the Company issues the maximum number of equity securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the potential dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the basis of the current market price of the Shares and the current number of Shares on issue as at the date of this Notice of Meeting. The table also assumes that no options on issue are exercised into Shares before the date of issue of the equity securities.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.[ 1]

Variable “A” in Listing Rule 7.1A.2		Dilution	Dilution	Dilution
		$ 0.303 50% decrease in Issue Price	$ 0.605 Issue Price	$ 1.210 100% increase in Issue Price
Current Variable A 95,888,599	10% Voting dilution	9,588,860	9,588,860	9,588,860
	Funds raised	$ 2,900,630	$ 5,801,260	$ 11,602,520
50% increase in current Variable A 143,832,899	10% Voting dilution	14,383,290	14,383,290	14,383,290
	Funds raised	$ 4,350,945	$ 8,701,890	$ 17,403,781
100% increase in current Variable A 191,777,198	10% Voting dilution	19,177,720	19,177,720	19,177,720
	Funds raised	$ 5,801,260	$ 11,602,520	$ 23,205,041

1 The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of shares available under ASX Listing Rule 7.1A;

(ii) The table shows only the effect of shares issues under ASX Listing Rule 7.1A and does not factor in the Company’s ability to issue up to 15% of its issued capital under ASX Listing Rule 7.1;

• (iii) The current issue price is $0.605, being the closing price of the shares on ASX on 17 April 2019.

• (iv) The current number of shares on issue is the shares on issue as at 17 April 2019 being 95,888,599.

The table shows:

• two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of shares the Company has on issue. The number of shares on issue may increase as a result of issues of shares that do not require approval (for example, a pro rata entitlements issue) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• two examples of where the issue price of shares has decreased by 50% and increased by 100% as against the current market price.

Date of Issue: If Shareholder approval is granted for Resolution 4, then that approval will expire on the earlier of:

• (i) 31 May 2020, being 12 months from the date of the Meeting; or

• (ii) the date Shareholder approval is granted to a transaction under ASX Listing Rule 11.1.2 (proposed change to nature and scale of activities) or ASX Listing Rule 11.2 (change involving main undertaking).

The approval under ASX Listing Rule 7.1A will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 or 11.2.

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Purpose of Issue under 10% Placement Capacity: The Company may issue equity securities under the 10% Placement Capacity for various purposes including the following:

• (i) as cash consideration in which case the Company intends to use funds raised to intensify and aggressively pursue its stated intention to separate the individual business units within the Company according to its six main and autonomous businesses; or

• (ii) as non-cash consideration for the acquisition of additional assets, as yet not identified, that are complimentary to the Company’s existing business.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

Allocation under the 10% Placement Capacity: The allottees of the equity securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of equity securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the equity securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

Previous Approval under ASX Listing Rule 7.1A: The Company has previously obtained Shareholder approval under ASX Listing Rule 7.1A at the 2018 Annual General Meeting held on 28 May 2018.

Information required under ASX Listing Rule 7.3A.6:

The table below shows the total number of equity securities issued in the past 12 months preceding the date of the Annual General Meeting and the percentages those issues represent of the total number of equity securities on issue at the commencement of the 12 month period.

Number of equity securities on issue at commencement of 12 month period	141,720,599
Equity securities issued in the prior 12 month period*	7,740,983
Percentage equity securities issues represent of total number of equity securities on issue at commencement of 12 month period	5.46%

*The equity securities noted above, comprise 6,878,983 quoted options and 862,000 unlisted options.

Details of all issues of equity securities by the Company during the 12 months preceding the date of the AGM are set out in Appendix 1.

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Glossary

In this Explanatory Memorandum, and the Notice of Meeting:

Board means the Board of Directors of the Company. Company means Elsight Limited. Constitution means the Constitution of the Company.

Director means a Director of the Company. Explanatory Memorandum means this Explanatory Memorandum which forms part of the Notice of Meeting.

ASX Listing Rules means the listing rules of the ASX Limited.

Meeting means the Annual General Meeting of the Company the subject of this Notice of Meeting scheduled to occur on Friday 31 May 2019.

Shareholder means a holder of a Share.

Share means a fully paid ordinary share in the capital of the Company.

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Appendix 1 – Information required by Listing Rule 7.3A.6

	Issue 1	Issue 2	Issue 3
Date of issue:	18/06/2018	02/10/2018	07/02/2019
Number issued:	6,878,983 options	1. 152,000 unlisted options 2. 200,000 unlisted options 3. 460,000 unlisted options	50,000 unlisted options
Class/Type of equity security:	Options	Options	Options
Summary of terms:	Options exercisable at $1.00 on or before 18 June 2021. Issued on a one free attaching option for every two Shares that were subscribed to and were issued under the Placement and 625,360 issued to RM Corporate Finance in consideration for services provided as Lead Manager and Corporate Advisor under the Placement as approved by shareholders at the AGM on 28 May 2018.	1. Options are unlisted and exercisable at $0.675 on or before 31 July 2023 subject to the terms of the Company’s 2017 Employee Share Option Plan and vesting if the holder continues to provide services to the Company, its subsidiaries or affiliates with 50% vesting on 1 August 2020 and an additional 6.25% at the end of each quarter of continuous services thereafter. 2. Options are unlisted and exercisable at $0.60 on or before 31 July 2023 subject to the terms of the Company’s 2017 Employee Share Option Plan and vesting if the holder continues to provide services to the Company, its subsidiaries or affiliates with 50% vesting immediately and 50% vesting on 1 August 2019. 3. Options are unlisted and exercisable at $0.60 approved by shareholders at the AGM held on 28 May 2018	Options are unlisted expiring 1 December 2023 and exercisable at $0.60 subject to the terms of the Company’s 2017 Employee Share Option Plan and vesting if the holder continues to provide services to the Company, its subsidiaries or affiliates with 50% vesting on 1 December 2019 and an additional 12.25% at the end of each quarter of continuous services thereafter.
Names of persons who received securities or basis on which those persons was determined:	Shareholders who participated in the Placement	1. Securities are held beneficially and registered in the name of IBI Trust Management (Nir Gabay A/C). 2. Securities are held beneficially and registered in the name of IBI Trust Management (Nir Gabay A/C). 3. Securities are held beneficially and registered in the name of IBI Trust Management (Nir Gabay A/C).	Avraham Cohen
Price:	No consideration was paid for the options	No consideration was paid for the options	No consideration was paid for the options
Discount to market price (ifany):	N/A	N/A	N/A
Total cash consideration received:	N/A	N/A	N/A
Amount of cash consideration spent:	N/A	N/A	N/A
Use of cash consideration:	N/A	N/A	N/A
Intended use for remaining amount of cash (if any):	N/A	N/A	N/A
Non-cash consideration paid:	N/A	N/A	N/A
Current value of that non-cash consideration:	Value of 625,360 listed options issued as non- cash consideration for services is $112,565 based on a price of $0.18 as at close 17/4/2019	N/A	N/A

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