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FLEXIROAM LIMITED Share Issue/Capital Change 2019

May 2, 2019

64947_rns_2019-05-02_16ab427a-affe-46da-8d62-5f75f17bce4f.pdf

Share Issue/Capital Change

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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

FLEXIROAM LIMITED

ABN

27 143 777 397

We (the entity) give ASX the following information.

Part 1 - All issues

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 (eg, 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)
4
Do the +securities rank equally in all
respects from the date of allotment 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
Shares
19,368,950
Ordinary fully paid shares
Yes
  • See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

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)
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
$0.04 per share
The funds raised from the issue of the
Shares
will
be
applied
towards
progressing
the
Company’s
product
offerings, and forgeneral working capital.
Yes
30 August 2018
Nil
19,368,950
Nil
Nil
Yes.
Issue price: $0.04
15-day
VWAP:
$0.0441
(source:
CommSec)
75% of 15-day VWAP: $0.0331
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6i Calculate the entity’s remaining Rule 7.1: 28,425 issue capacity under rule 7.1 and rule Rule 7.1A: - 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 3 May 2019 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. Number +Class 8 Number and[+] class of all[+] securities 242,083,451 Ordinary fully paid shares quoted on ASX ( including the +securities in section 2 if applicable) Number +Class 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a New shares rank equally with existing trust, distribution policy) on the shares increased capital (interests)

Part 2 - Pro rata issue

Questions 11 to 33 – Not Applicable

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

Questions 35 to 37 - Not Applicable

Entities that have ticked box 34(b)

Questions 38 to 42 - Not Applicable

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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: 3 May 2019 Company Secretary

Print name: Kim Hogg

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 4

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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

art 1 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 date of issue or
agreement to issue
193,689,501
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
Nil
Subtractthe number of fully paid
ordinary securities cancelled
during that 12 month period
Nil
“A” 193,689,501
  • See chapter 19 for defined terms.

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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 29,053,425

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

Insert number of equity securities issued 29,025,000 22 Aug 18 placement (shares) 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” 29,025,000

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

“A” x 0.15 29,053,425
Note: number must be same as shown in
Step 2
Subtract“C” (29,025,000)
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 28,425
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 6

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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
193,689,501
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 19,368,950
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 19 placement
(shares)
“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
19,368,950
Subtract“E”
Note: number must be same as shown in Step 3
(19,368,950)
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 7

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