HYTERRA LTD — Share Issue/Capital Change 2024

Mar 27, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

HYTERRA LTD

Announcement Type

New announcement

Date of this announcement

28/3/2024

The Proposed issue is:

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	Unlisted Option exercisable at A$0.04 on or before 30	96,000,000
confirmed	November 2027
Proposed +issue date
31/5/2024

Refer to next page for full details of the announcement

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Appendix 3B - Proposed issue of securities

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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

New announcement

1.5 Date of this announcement

28/3/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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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 actual? received/condition met? +Security holder approval 24/5/2024 Estimated

Comments

The issue of Lead Manager, Underwriter and Sub-underwriter's Options as consideration for the capital raising services provided for the Placement and Rights Issue will be subject to shareholder approval at the Company's AGM.

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 do not have +CDIs issued over them)

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 Unlisted Option exercisable at A$0.04 on or before 30 November 2027

+Security type

Options

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Appendix 3B - Proposed issue of securities

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Number of +securities proposed to be issued

96,000,000

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 24m options to be issued as consideration for the lead manager's services in connection with the Placement and 72m options to be issued as consideration for the underwriter/sub-underwriter services in connection with the Rights Issue. 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 0.0400 30/11/2027 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 One fully paid ordinary share for each option 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 full terms and conditions of the options will be detailed in the Notice of Meeting to be released in April 2024.

Part 7C - Timetable

7C.1 Proposed +issue date

31/5/2024

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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

24/5/2024

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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

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

The Underwriter has entered into a sub-underwriting agreement with Mee Family Holdings Pty Ltd ATF Mee Family Trust A/C (Mee Family Holdings) (an entity controlled by Mr Benjamin Mee, a HYT director) will sub-underwrite the Offer up to the value of A$120,000 (being 6,666,666 New Shares) pursuant to a Sub-underwriting Agreement. Mee Family Holdings will receive a 4% sub-underwriting fee on the amount sub-underwritten by Mee Family Holdings, and (subject to shareholder approval) 600,000 Underwriter Options. If the Underwriting Agreement is terminated, the Sub-Underwriting Agreement will also be terminated.

Part 7F - Further Information

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

In consideration for the services provided by the Lead Manager, Underwriter and Sub-underwriter in connection with the Placement and Rights Issue as announced on 28 March 2024.

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

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