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EXCITE TECHNOLOGY SERVICES LTD Capital/Financing Update 2018

Sep 6, 2018

64894_rns_2018-09-06_656c35c5-4b1a-4542-9a4c-85ee54df618c.pdf

Capital/Financing Update

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Appendix 3B New issue announcement

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

COVATA LIMITED

ABN

61 120 658 497

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)
(a) Loan Plan Shares
(b) Employee Incentive Options
(a) 32,392,800
(b) 19,523,000
(a) Ordinary shares issued under the Company’s
Loan Share Plan with underlying loan of
$0.028 per share.
(b) Options to acquire ordinary shares, issued
under the Company’s Option Plan. Exercise
price $0.028, expiry date 6 September 2023.
  • See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

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
(a) Yes, subject to terms of Loan Plan which
require underlying loan to be repaid prior to
quotation.
(b) Share issued upon exercise of options will
rank equally with the Company’s existing
ordinary shares.
(a) $0.028 per share issued under terms of Loan
Share Plan.
(b) Nil, employee incentive option.
(a) and (b) Employee incentives under the terms
of the Company’s Loan Share Plan and Option
Plan.
Yes.
22 November 2017.
Nil
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)
6f
Number of+securities issued
under an exception in rule 7.2
6g
If+securities issued under rule
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
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
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
7
+Issue dates
Note: The issue date may be prescribed by 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.
Nil.
Nil.
51,915,800

Not applicable.
Not applicable.
Current capacity:
LR 7.1 – 78,696,792
LR7.1A – 16,826,219
7 September 2018.
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the
+securities in
section 2 if applicable)
Number +Class
650,043,765
10,000,000
12,977,400
23,361,798
Ordinary shares
(excludes employee share
loan plan shares – see
item 9).
Ordinary shares subject to
voluntary escrow until 31
January 2019.
Ordinary shares subject to
voluntary escrow until 19
July 2019.
Options exercisable at
$0.055 (5.5 cents) and
expiring on 6 June 2020.
Includes options referred to
in item 1, and 17,857,127
options already on issue.
9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the
+securities in
section 2 if applicable)
Number +Class
93,569,289
6,828,816
5,000,000
1,237,500
231,400
Employee share loan plan
shares (ordinary, employee
incentive scheme shares)
(CVTAG).
Options exercisable at
USD$0.1467 expiring 31
October 2019
(CVTAH/AF).
Options exercisable at
AUD$0.20 expiring 31
October 2019 (CVTAF).
Options exercisable at
AUD$0.20 expiring 22
December 2019 (CVTAH).
Options exercisable at
$0.33, expiring 12 March
2020 (CVTAH).
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

38,240,979
300,000
490,669
400,000
3,000,000
840,000
1,000,000
11,064,000
5,569,583
19,523,000
Warrants exercisable at
$0.274 (27.4 cents) expiring
25 March 2020. The
warrants are subject to the
vesting conditions outlined
in the Company’s
announcement to ASX on
20 March 2015. (CVTAK)
Options exercisable at
$0.24, expiring 2 November
2020.
Options exercisable at
$0.33 and expiring on 17
December 2020.
Options exercisable at
$0.195 and expiring on 20
July 2021.
Options exercisable at
$0.20 and expiring on 4
May 2022.
Options exercisable at
$0.05 (5 cents) and
expiring on 21 June 2022.
Options exercisable at
$0.05 (5 cents) and
expiring on 17 August 2022.
Options exercisable at
$0.05 5 cents) and expiring
on 22 November 2022.
Options exercisable at
$0.045 (4.5 cents) and
expiring on 22 November
2022.
Options exercisable at
$0.028 (2.8 cents) and
expiring on 6 September
2023.
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

10 Dividend policy (in the case of a Not applicable. trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
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.
19
Closing
date
for
receipt
of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee
or commission
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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?
32
How do security holders dispose
of their entitlements (except by
sale through a broker)?
33
+Issue date
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
  • See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

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

To be provided at time of issue, if applicable.

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

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

  • See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

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)

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.

  • See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

  • 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:

==> picture [112 x 40] intentionally omitted <==

Date: 7 September 2018

Print name: Patrick Gowans ( ~~Director/~~ Joint Company Secretary)

  • See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

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

Calculations reflect current capacity, to be updated at the time of issue.

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

alculations reflect current capacity, to be updated at the time of issue.
art 1
alculations reflect current capacity, to be updated at the time of issue.
art 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insertnumber of fully paid+ordinary
securities on issue 12 months before the
+issue date or date of agreement to issue
563,638,021
Addthe following:
• Number of fully paid+ordinary securities
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

34,835,163 shares issued under
Share Purchase Plan on 22
November 2017.

10,352,298 shares issued with
shareholder approval on 22
November 2017.

19,182,000 shares issued under
shareholder approved Loan Share
Plan on 22 November 2017.

10,000,000 shares issued with
shareholder approval on 31 January
2018.

4,085,000 shares issued under
shareholder approved Loan Share
Plan on 6 March 2018.

16,513,792 shares issued under
Rights Issue completed on 12 July
2018.

12,977,400 share issued with
shareholder approval to CipherPoint
vendors on 20 July 2018.

32,392,800 shares issued under
Share Purchase Plan on 7
September 2018.
Subtractthe number of fully paid+ordinary
securities cancelled during that 12 month
period
Nil
“A” 703,976,474
  • See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 105,596,471
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insertnumber of+equity securities issued
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

8,510,638 shares issued under
placement on 7 November 2017.

531,914 shares issued under
placement on 22 November 2017.

17,857,127 options issued on 6
June 2018.
“C” 26,899,679
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
105,596,471
Subtract“C”
Note: number must be same as shown in
Step 3
26,899,679
Total[“A” x 0.15] – “C” 78,696,792
[Note: this is the remaining placement
capacity under rule 7.1]

Insert number of[+] equity securities issued • 8,510,638 shares issued under or agreed to be issued in that 12 month placement on 7 November 2017. period not counting those issued: • 531,914 shares issued under • Under an exception in rule 7.2 placement on 22 November 2017. • Under rule 7.1A • 17,857,127 options issued on 6 June 2018. • 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” 26,899,679 Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 105,596,471 Note: number must be same as shown in Step 2 Subtract “C” 26,899,679 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 78,696,792 [Note: this is the remaining placement capacity under rule 7.1]

  • See chapter 19 for defined terms.

Appendix 3B Page 12

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Appendix 3B New issue announcement

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” 703,976,474 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 70,397,647 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued • 53,571,428 shares issued on 6 or agreed to be issued in that 12 month June 2018. 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” 53,571,428

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

  • See chapter 19 for defined terms.

Appendix 3B Page 13

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Appendix 3B New issue announcement

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
70,397,647
Subtract“E”
Note: number must be same as shown in
Step 3
53,571,428
Total[“A” x 0.10] – “E” 16,826,219
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 14

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