FLEXIROAM LIMITED — Capital/Financing Update 2019

Oct 1, 2019

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

FLEXIROAM LIMITED

ABN

27 143 777 397

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)	1. Shares; 2. Quoted Options.
	1. Up to approximately 60,520,863 shares (subject to rounding), being 1 new share for every 4 shares held on the record date; 2. Up to approximately 60,520,863 options (subject to rounding), being one Quoted Option for every new Share issued.
	1. Ordinary fully paid shares; 2. Quoted Options exercisable at $0.12 each 3 years from issue. A summary of the terms and conditions of the above securities is set out in section 9 of the prospectus under which the securities are offered, and which was lodged with ASIC on 2 October 2019.

• See chapter 19 for defined terms.

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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	1. Yes. New shares will rank equally with existing Shares on issue 2. No, however Shares issued on exercise of Quoted Options will rank equally with all other issued fully paid ordinary shares on issue.
	$0.02 per share, with one attaching Quoted Option for every one share issued.
	Funds raised from the issue will be applied to product sales and marketing, research and development, to supplement existing working capital, and costs of the offer.
	Yes
	7 August 2019
	Nil

• See chapter 19 for defined terms.

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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. 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	Nil	Nil
	Nil
	1. Up to approximately 60,520,863 shares (subject to rounding), being 1 new share for every 4 shares held on the record date; 2. Up to approximately 60,520,863 options (subject to rounding), being one Quoted Option for every new Share issued.
	Not applicable
	Not applicable
	Rule 7.1: 30,907,175. Rule 7.1A: 2,902,500.
	On or around 31 October 2019.
	Number	+Class
	302,604,314	Ordinary fully paid shares

• See chapter 19 for defined terms.

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		Number	Number			+Class
9	Number and+class of all	60,520,863		Options exercisable at $0.02
	+securities not quoted on			each 3 years from issue.
	ASX (_including_the securities
	in section 2 if applicable)
10	Dividend policy (in the case	Not applicable
	of a trust, distribution policy)
	on the increased capital
	(interests)
art	2 – Pro rata issue
11	Is security holder approval		No
	required?
12	Is the issue renounceable or non-		Renounceable
	renounceable?
13	Ratio in which the+securities will		One new share			for every four shares held,
	be offered		accompanied by one attaching option for
			every share subscribed for and issued.
14	+Class of+securities to which	the	Ordinary fully paid shares.
	offer relates
15	+Record date to determine		7 October 2019
	entitlements
16	Will holdings on different		No
	registers (or subregisters)	be
	aggregated for calculating
	entitlements?
17	Policy for deciding entitlements in		Rounded down to the next whole number
	relation to fractions
18	Names of countries in which	the	All countries other than Australia, New Zealand
	entity has+security holders who		and Malaysia.
	will not be sent new issue
	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	24 October 2019
	acceptances or renunciations
20	Names of any underwriters		None

Part 2 – Pro rata issue

• See chapter 19 for defined terms.

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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 prospectus or Product Disclosure Statement 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?	Not applicable
	Lead Manager: CPS Capital Group Pty Limited
	Lead Manager to be paid the following: (a) 2.5 million Quoted Options; (b) $30,000; (c) 1% of the total amount raised under the issue; (d) 5% of any shortfall shares placed **by the Lead Manager **
	None
	Not Applicable
	No later than 10 October 2019
	Not Applicable
	4 October 2019
	17 October
	Security holders need to provide instructions to their stockbroker regarding the Entitlements they wish to sell on ASX. Further information is set out in the prospectus.
	Security holders should complete their personalised Entitlement and Acceptance Form for the number of Shares they wish to take up and follow the steps set out in the prospectus. Subsequently, they should provide instructions to their stockbroker regarding the proportion of their Entitlement they wish to sell on ASX.

• See chapter 19 for defined terms.

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32 How do +security holders dispose of Security holders may elect to transfer all their entitlements (except by sale or a proportion of their Entitlement to through a broker)? another person other than on ASX by forwarding a completed standard renunciation and transfer form (obtainable from the Company’s share registry) accompanied by the applicable transferee's cheque for the shares they wish to subscribe for. Further information is set out in the prospectus.

• 33 +Despatch date

1 November 2019

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

• 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)

Questions 38 to 42 - Not Applicable

• See chapter 19 for defined terms.

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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, 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: ............................................................ Date: 2 October 2019 (Company secretary)

Print name: Kim Hogg

== == == == ==

• See chapter 19 for defined terms.

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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

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
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Insert number of fully paid [+] ordinary 222,714,501
securities on issue 12 months before date
of issue or agreement to issue
Add the following: Nil
• 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
Subtract the number of fully paid -
+ ordinary securities cancelled during that
12 month period
“A” 222,714,501
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	33,407,175
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	2,500,000 Quoted Options agreed to be issued to the Lead Manager in conjunction with the rights issue
“C”	2,500,000
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	33,407,175
Subtract“C” Note: number must be same as shown in Step 3	<2,500,000>
Total[“A” x 0.15] – “C”	30,907,175 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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

art 2	art 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	222,714,501
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	22,271,450
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber 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	19,368,950 3 May 2019
“E”	19,368,950

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	22,271,450
Subtract“E” Note: number must be same as shown in Step 3	<19,368,950>
Total[“A” x 0.10] – “E”	2,902,500 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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