HYTERRA LTD — Capital/Financing Update 2023

Apr 18, 2023

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

HYTERRA LTD

Announcement Type

New announcement

Date of this announcement

19/4/2023

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Zero Exercise Price Options subject to vesting conditions;	5,000,000
confirmed	expiring 5 years from date of issue.
New class-code to be	Zero Exercise Price Options (full terms are yet to be	20,000,000
confirmed	determined)

Proposed +issue date

31/5/2023

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

HYTERRA LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number 68116829675

1.3 ASX issuer code

HYT

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

19/4/2023

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Proposed issue of securities

2 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	30/5/2023	actual?	received/condition met?
		Actual

Comments

5,000,000 Zero Exercise Price Options (ZEPOs) to be issued to Mr Benjamin Mee as part of his remuneration package as Executive Director, subject to obtaining shareholder approval at the Annual General Meeting (AGM) to be held on 30 May 2023. Further details regarding the AGM will be provided in in due course.

Approval/Condition	Date for determination	Is the date estimated or	** Approval
Other (please specify in	30/7/2023	actual?	received/condition met?
comment section)		Estimated

Comments

A further 20,000,000 ZEPOs are Intended to be issued to Mr Mee upon the receipt of shareholder approval at a General Meeting to be held subsequent to the next AGM. The full terms of the ZEPOs are yet to be determined.

Part 7B - Issue details

Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Proposed issue of securities

3 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Zero Exercise Price Options subject to vesting conditions; expiring 5 years from date of issue.

+Security type Options 5,000,000

Number of +securities proposed to be issued

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Zero Exercise Price Options (ZEPOs) to be issued to the executive director as part of his remuneration package.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 31/5/2028 Details of the type of +security that will be issued if the option is exercised HYT : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 1 fully paid ordinary share for each ZEPO exercised Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. The terms and conditions of the ZEPOs will be included in the Notice of AGM to be held on 30 May 2023. Further details of the Notice of AGM will be provided in due course.

Proposed issue of securities

4 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Proposed issue of securities
Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
No
ASX +security code New class-code to be confirmed	+Security description Zero Exercise Price Options (full terms are yet to be determined)
+Security type
Options
Number of +securities proposed to be	issued
20,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities Zero Exercise Price Options (ZEPOs) to be issued to the executive director as part of his remuneration package.
Please provide an estimate of the AUD	equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes

Proposed issue of securities

5 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Options details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.0000

Expiry date

Details of the type of +security that will be issued if the option is exercised

HYT : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

1 fully paid ordinary share for each ZEPO exercised

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

The ZEPOs are intended to be issued upon receipt of shareholder approval at a General Meeting to be held subsequent to the 30 May 2023 AGM. The full terms and conditions of the ZEPOs are yet to be determined.

Part 7C - Timetable

7C.1 Proposed +issue date

31/5/2023

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? No

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Proposed issue of securities

6 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

The purpose of the issue of the ZEPOs is to provide a performance linked incentive component in the remuneration package for Mr Benjamin Mee to motivate and reward their performance as Executive Director and to provide a cost effective remuneration.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

5,000,000 ZEPOs to be issued subject to obtaining shareholder approval at the AGM to be convened on 30 May 2023. A further 20,000,000 ZEPOs are intended to be issued to Mr Mee upon the receipt of shareholder approval at a General Meeting to be held subsequent to the next AGM. The full terms of the 20m ZEPOs are yet to be determined. Please refer to the Company's ASX announcement dated 19 April 2023 for further details in relation to the appoinment of Mr. Benjamin Mee.

Proposed issue of securities

7 / 7