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IMDEX LIMITED Share Issue/Capital Change 2014

Aug 25, 2014

65119_rns_2014-08-25_af66fe43-7a28-449c-9ef1-714404e83ae9.pdf

Share Issue/Capital Change

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8 Pitino Court, Osborne Park Western Australia 6017 PO Box 1262, Osborne Park Western Australia 6916

Tel: +61 (0) 8 9445 4020 Fax: +61 (0) 8 9445 4042 [email protected] www.imdexlimited.com ABN 78 008 947 813

26 August 2014

Company Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2001

Dear Sir/Madam

Appendix 3B – Atrico

The Board of Imdex is pleased to announce the appointment of Atrico Pty Ltd (Atrico) as a strategy and transaction advisor to the Company.

Atrico is a Perth-based firm that works with technology companies globally to build and realise shareholder value through strategic growth and transactions.

Atrico has a proven, 20-year track record of technology company value creation by taking technology vendors up the value chain and into new markets, bringing economic focus to technology product lifecycle and strategy, and advising on mergers and acquisitions.

Imdex has been working with Atrico on an informal basis for a number of years on various strategic aspects of the business. For example, Atrico identified and was working with ioGlobal and was instrumental in the acquisition of that business by Imdex in November 2012. ioGlobal, now fully integrated into Reflex, provides an extensive array of technologies which create new opportunities for Imdex to expand its business to include resource companies as well as mining service companies.

A more formal arrangement has been agreed with Atrico. As part of the fees that Atrico will receive for acting as advisors to Imdex, the Board has sought to provide Atrico a performance incentive through the issue of 900,000, 3-year options exercisable at $1.00 and vesting in one third tranches every six months.

The requisite Appendix 3B advice notice is attached.

Yours faithfully Imdex Limited

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Paul Evans CFO / Company Secretary

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Providing innovative drilling fluids and advanced down hole instrumentation worldwide.

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Imdex Limited

ABN

78 008 947 813

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 Share options as described below issued

  • 2 Number of[+] securities issued or to 900,000 be issued (if known) or maximum number which may be issued

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

3 Principal terms of the[+] securities (eg, if options, exercise price and expiry Tranche 1 date; if partly paid[+] securities, the Number of options: 300,000 amount outstanding and due dates for payment; if +convertible Exercise price: $1.00 per share Expiry Date: 1 September 2017 securities, the conversion price and Exercisable: Any time after 1 March 2015 and dates for conversion) before expiry. Tranche 2 Number of options: 300,000 Exercise price: $1.00 per share Expiry Date: 1 September 2017 Exercisable: Any time after 1 September 2015 and before expiry. Tranche 3 Number of options: 300,000 Exercise price: $1.00 per share Expiry Date: 1 September 2017 Exercisable: Any time after 1 March 2016 and before expiry.

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

  • 4 Do the[+] securities rank equally in all respects from the date of allotment N/A 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 N/A 6 Purpose of the issue To provide a performance incentive to (If issued as consideration for the Corporate Advisors acquisition of assets, clearly identify those assets)

7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates

N/A

Number +Class 8 Number and +class of all 212,110,368 Fully Paid Ordinary +securities quoted on ASX Shares ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause 2
if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
900,000 Advisor options
N/A

Part 2 - Bonus issue or pro rata issue

11 Is
security
holder
approval
required?
12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the+securities will
be offered
14 +Class of+securities to which the
offer relates
15 +Record
date
to
determine
entitlements
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in
relation to fractions
18 Names of countries in which the
entity has+security holders who 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
acceptances or renunciations
20 Names of any underwriters
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

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?
32
How do+security holders dispose of
their entitlements (except by sale
through a broker)?
33
+Despatch date
  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

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

Tick to indicate you are providing the information or documents

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

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 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 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

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: 26 August 2014 ( Company secretary )

Print name: Paul Evans

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003