ICETANA LIMITED — Proxy Solicitation & Information Statement 2021

Dec 22, 2021

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icetana Limited ACN 140 449 725

Notice of General Meeting

The General Meeting of the Company will be held as follows:

Time and date: 1pm (Perth time) on Monday, 31 January 2022 Location:

The Vault at Riff, 45 St Georges Tce, Perth, Western Australia

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified professional advisor prior to voting.

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice.

icetana Limited ACN 140 449 725 (Company)

Notice of General Meeting

Notice is hereby given that the general meeting of Shareholders of icetana Limited ( Company ) will be held at 1pm (Perth time) on Monday, 31 January 2022 ( Meeting ).

The Board is closely monitoring the rapidly changing coronavirus (COVID-19) pandemic. The health of the Company’s Shareholders, employees and other stakeholders is of paramount importance.

While the Board would like to host all Shareholders in person, in order to minimise the risk to Shareholders and to the Company and its ongoing operations, the Company suggests that Shareholders do not attend the Meeting in person. Accordingly, the Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting.

The Board will continue to monitor Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company’s website at https://icetana.com and the ASX announcement platform.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm (WST) on 29 January 2022.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.

Terms and abbreviations used in the Notice are defined in the Schedule.

Agenda

1 Resolutions

Resolution 1 – Ratification of prior issue of Placement Shares

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

• (a) 20,556,014 Placement Shares under Listing Rule 7.1; and

• (b) 13,193,986 Placement Shares under Listing Rule 7.1A,

on the terms and conditions in the Explanatory Memorandum.'

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Resolution 2 – Approval of issue of Placement Options

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 16,875,000 Placement Options under and in accordance with Listing Rule 7.1 and for all other purposes, on the terms and conditions in the Explanatory Memorandum.'

Resolution 3 – Approval of issue of Options to Lead Manager

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 5,000,000 LM Options to Sequoia Corporate Finance Pty Ltd, on the terms and conditions in the Explanatory Memorandum.'

Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

• (a) Resolution 1(a) and (b) by or on behalf of the Placement Participants, or any of their respective associates;

• (b) Resolution 2 by or on behalf of the Placement Participants and any person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates;

• (c) Resolution 3 by or on behalf of Sequoia Corporate Finance Pty Ltd and any person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates;

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

• (b) the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

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Emma Walczak Company Secretary icetana Limited Dated: 23 December 2021

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icetana Limited ACN 140 449 725

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 1pm (Perth time) on 31 January 2022 ( Meeting ).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Voting and attendance information
Section 3	Resolution 1 – Ratification of prior issue of Placement Shares
Section 4	Resolution 2 – Approval of issue of Placement Options
Section 5	Resolution 3 – Approval of issue of Options to Lead Manager
Schedule 1	Definitions
Schedule 2	Terms and conditions of Placement Options

A Proxy Form is located at the end of the Explanatory Memorandum.

2.

Voting and attendance information

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1

Impact of COVID-19 on the Meeting

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID19.

Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting, while complying with the COVID-19 restrictions regarding gatherings. The Company, however, strongly encourages Shareholders to submit proxies prior to the Meeting.

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If the situation in relation to COVID-19 were to change in a way that affected the position above, the Company will provide a further update ahead of the Meeting by releasing an ASX announcement.

2.2

Voting in person

To vote in person, attend the Meeting on the date and at the place set out above.

2.3 Voting by proxy

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (ii) a proxy need not be a member of the Company; and

• (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

2.4

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

2.5

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company at info@icetana.com.au by 24 January 2022.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

3. Resolution 1 – Ratification of prior issue of Placement Shares

3.1 General

On 8 December 2021 the Company announced that it had received commitments for a placement of 33,750,000 Shares at an issue price of $0.08 each ( Placement Shares ) to sophisticated and professional investors ( Placement Participants ) to raise a total of

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approximately $2,700,000 (before costs) ( Placement ). Subject to shareholder approval under Resolution 2, the Placement Participants will also be entitled to one free unquoted option for every two Placement Shares issued under the Placement.

On 15 December 2021, the Company issued:

• (a) 20,556,014 Placement Shares using its 15% placement capacity under Listing Rule 7.1 ( Tranche 1 Placement Shares ); and

• (b) 13,193,986 Placement Shares using its 10% placement capacity under Listing Rule 7.1A ( Tranche 2 Placement Shares ).

Resolution 1(a) and (b) seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Tranche 1 Placement Shares and Tranche 2 Placement Shares, respectively.

3.2

Listing Rules 7.1, 7.1A and 7.4

Broadly speaking, Listing Rule 7.1 limits the ability of a listed entity from issuing or agreeing to issue Equity Securities over a 12 month period which exceeds 15% of the number of fully paid ordinary Shares it had on issue at the start of the 12 month period.

Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to allow it to issue Equity Securities comprising up to 10% of its issued capital. The Company obtained this approval at its annual general meeting held on 17 November 2021.

The issue of the Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of the Company's placement capacity under each of Listing Rules 7.1 and 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under those Listing Rules for the 12 month period following the issue of the Placement Shares.

Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A, as applicable.

The effect of Shareholders passing Resolution 1(a) and (b) will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity under Listing Rule 7.1 and the additional 10% annual placement capacity under Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

If Resolution 1(a) is passed, 20,556,014 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 1(b) is passed, 13,193,986 Placement Shares will be excluded in calculating the Company's 10% limit in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date (assuming the Company's approval under Listing Rule 7.1A remains in force for this period).

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If Resolution 1(a) is not passed, 20,556,014 Placement Shares will continue to be included in the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 20,556,014 Equity Securities for the 12 month period following the issue of the Placement Shares.

If Resolution 1(b) is not passed, 13,193,986 Placement Shares will continue to be included in the Company's 10% limit in Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 13,193,986 Equity Securities for the 12 month period following the issue of the Placement Shares (assuming the Company's approval under Listing Rule 7.1A remains in force for this period).

3.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares:

• (a) The Placement Shares were issued to the Placement Participants, being sophisticated and professional investors, none of whom are considered to be a Material Investor for the purposes of section 7.4 of ASX Guidance Note 21.

• (b) Resolution 1 relates to the issue of 33,750,000 Shares, comprising

• (i) Resolution 1(a): 20,556,014 Placement Shares, being fully paid ordinary Shares issued under Listing Rule 7.1.

• (ii) Resolution 1(b): 13,193,986 Placement Shares, being fully paid ordinary Shares issued under Listing Rule 7.1A.

• (c) The Placement Shares were issued on 15 December 2021.

• (d) The issue price of the Placement Shares was $0.08 per Share.

• (e) The Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (f) The proceeds from the issue of the Placement Shares are intended to be used for:

• (i) sales and marketing, including:

  • (A) the addition of team members in APAC, Americas and EU markets; and

  • (B) development of targeted collateral for the guarding services segment;

• (ii) accelerating product development, including the launch of enhanced features and functionality to icetana core motion intelligence software platform;

• (iii) costs of the Placement; and

• (iv) for general working capital;

• (g) the Placement Shares were issued under a deal sheet pursuant to which the Placement participants provided binding commitments to subscribe for the Placement

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Shares on the terms set out in this Notice and otherwise on terms considered standard for agreements of this nature; and

(h) a voting exclusion statement is included in the Notice.

3.4 Board recommendation

Resolution 1(a) and (b) are ordinary resolutions.

The Board recommends that Shareholders vote in favour of Resolution 1(a) and (b).

4. Resolution 2 – Approval of issue of Placement Options

4.1

General

In connection with the Placement, subject to Shareholder approval under this Resolution the Company is proposing to issue one free attaching unquoted option to the Placement Participants for every two Placement Shares issued, each exercisable at $0.15 on or before the date 24 months from the date of issue ( Placement Options ).

The effect of Resolution 2 will be to allow the Company to issue the Placement Options pursuant to Resolution 2 during the period of 3 months after the Meeting, without using the Company’s 15% annual placement capacity.

4.2

Listing Rule 7.1

A summary of Listing Rules 7.1 is in Section 3.2 above.

The issue of the Placement Options does not fit within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

Resolution 2 seeks Shareholder approval pursuant to and in accordance with Listing Rule 7.1 for the issue of up to 16,875,000 Placement Options.

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Placement Options.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of Placement Options. In the event that this occurs the Placement Participants will retain their respective Placement Shares and will not be entitled to any refund or reimbursement.

4.3

Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) The Placement Options will be issued to the Placement Participants, being sophisticated and professional investors, none of whom are considered to be a Material Investor for the purposes of section 7.4 of ASX Guidance Note 21.

• (b) The maximum number of Placement Options to be issued is 16,875,000.

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• (c) The Placement Options will be exercisable at $0.15 each with an expiry date 24 months from the date of issue and will otherwise be issued on the terms and conditions in Schedule 2.

• (d) It is intended that the issue of Placement Options will occur on or about the date of the Meeting and in any event no later than 3 months after.

• (e) Nil funds will be raised as the Placement Options are being issued as free attaching options.

• (f) The Placement Options are not being issued under an agreement.

• (g) A voting exclusion statement is included in the Notice.

4.4 Additional Information

Resolution 2 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 2.

5. Resolution 3 – Approval of issue of Options to Lead Manager

5.1

General

Sequoia Corporate Finance Pty Ltd ( Sequoia ) acted as lead manager to the Placement. In consideration for these services, the Company has agreed to pay and issue the following:

• (a) a cash fee of up to 6% of the gross proceeds of the Placement; and

• (b) 5,000,000 unquoted Options exercisable at $0.15 each with an expiry date 24 months from the date of issue ( LM Options ).

The issue of LM Options is subject to the approval of Shareholders under this Resolution 3.

5.2 Listing Rule 7.1

A summary of Listing Rules 7.1 is in Section 3.2 above.

The issue of the LM Options does not fit within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

Resolution 3 seeks Shareholder approval pursuant to and in accordance with Listing Rule 7.1 for the issue of up to 5,000,000 LM Options.

If Resolution 3 is passed, the Company can proceed with the issue of the LM Options. If Resolution 3 is not passed, the Company will not be able to proceed with the issue of LM Options and the Company will not be able to satisfy its payment obligations under the lead manager mandate. This in turn may require the Company to negotiate alternative forms of remuneration to be paid to Sequoia as consideration for services under the lead manager mandate, which may include the payment of cash in lieu of the LM Options.

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5.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) The LM Options will be issued to Sequoia in consideration for lead manager services.

• (b) A maximum of 5,000,000 Options will be issued as LM Options.

• (c) The LM Options will be exercisable at $0.15 each with any expiry date 24 months from the date of issue and will otherwise be issued on the terms and conditions in Schedule 2.

• (d) It is intended that the issue of LM Options will occur on or about the date of the Meeting and in any event no later than 3 months after.

• (e) Nil funds will be raised as the LM Options are being issued as consideration for lead manager services.

• (f) A summary of the material terms of the lead manager mandate is set out in Section 5.1 above.

• (g) A voting exclusion statement is included in the Notice.

5.4 Additional Information

Resolution 3 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 3.

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Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ means Australian Dollars. ASX means the ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited. Board means the board of Directors. Chair means the person appointed to chair the Meeting of the Company convened by the Notice. Company means icetana Limited (ACN 140 449 725). Constitution means the Constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth) as amended. Director means a director of the Company. Equity Security has the same meaning as in the Listing Rules. Explanatory means the explanatory memorandum which forms part of the Notice. Memorandum Key Management has the same meaning as in the accounting standards issued by the Personnel Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any Director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Lead Manager means the lead manager to the Placement, being Sequoia. Listing Rules means the listing rules of ASX. LM Options means the 5,000,000 unquoted Options the subject of Resolution 3, issued on the terms set out in Schedule 2.

Material Investor

means, in relation to the Company:

• (a) a related party;

• (b) Key Management Personnel;

• (c) a substantial Shareholder;

• (d) an advisor; or

• (e) an associate of the above,

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who received Shares which constituted more than 1% of the Company's issued capital at the time of issue. Meeting has the meaning given in the introductory paragraph of the Notice. Notice means this notice of general meeting. Option means an option, giving the holder the right, but not an obligation, to acquire a Share at a predetermined price and at a specified time in the future. Placement has the meaning given in Section 3.1. Placement Securities means the Placement Shares and Placement Options, collectively. Placement Shares means the 33,750,000 Shares the subject of Resolution 1(a) and (b). Placement Options means the 16,875,000 unquoted Options the subject of Resolution 2, issued on the terms set out in Schedule 2. Resolution means a resolution referred to in the Notice. Schedule means a schedule to the Notice. Section means a section of the Explanatory Memorandum. Securities means any Equity Securities of the Company. Sequoia means Sequoia Corporate Finance Pty Ltd. Share means a fully paid ordinary share in the capital of the Company. Shareholder means the holder of a Share. WST means Western Standard Time, being the time in Perth, Western Australia.

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Terms and conditions of Placement Options and LM Options

A reference to 'Options' in the Schedule applies to the Placement Options and LM Options. The terms and conditions of the Options are as follows:

1. ( Entitlement ): Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

2. ( Issue Price ): No cash consideration is payable for the issue of the Options.

3. ( Exercise Price ): The Options have an exercise price of $0.15 per Option ( Exercise Price ).

4. ( Expiry Date ): The Options expire at 5.00 pm (WST) on the date that is 24 months after the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

5. ( Exercise Period ): The Options are exercisable at any time and from time to time on or prior to the Expiry Date.

6. ( Quotation of the Options ): The Company will not apply for quotation of the Options on ASX.

7. ( Transferability of the Options ): The Options are not transferable, except with the prior written approval of the Company.

8. ( Notice of Exercise ): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

1. ( Timing of issue of Shares on exercise ): Within 5 Business Days after the Exercise Date the Company will:

2. (a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

3. (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

4. (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

5. ( Restrictions on transfer of Shares ): If the Company is required but unable to give ASX a notice under paragraph 9(b), or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of Options may not be traded and will be subject to a holding lock until 12 months after their

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issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.

1. ( Shares issued on exercise ): Shares issued on exercise of the Options will rank equally with the then Shares of the Company.

2. ( Quotation of Shares on exercise ): If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options in accordance with the Listing Rules.

3. ( Reconstruction of capital ): If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

4. ( Participation in new issues ): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

5. ( Adjustment for bonus issues of Shares ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

6. (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and

7. (b) no change will be made to the Exercise Price.

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