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IMEXHS LIMITED Capital/Financing Update 2017

Aug 1, 2017

65120_rns_2017-08-01_4970ce36-dd46-48b4-9d53-fc677bb21b27.pdf

Capital/Financing Update

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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

Omni Market Tide Limited

ABN

60 096 687 839

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 Ordinary Fully Paid Shares
or to be issued
2 Number of [+]securities issued 15,000,000 (previously restricted)
or to be issued (if known)
or maximum number which may
be issued
3 Principal terms of the Fully Paid Ordinary ranking pari passu
+securities (e.g. if  with existing ordinary shares.
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)

+ See chapter 19 for defined terms.

04/03/2013
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New issue announcement

4 Do the +securities rank Yes - Ordinary shares will rank pari passu equally in all respects from with existing ordinary shares. the +issue date with an existing[+] class of quoted +securities? If the additional +securities do not rank equally, please state:the date from which they dothe extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest paymentthe 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 Nil – securities already in issue 6 Purpose of the issue Quotation of securities released from (If issued as consideration escrow on 30 July 2017 for the acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible Yes 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 31 May 2017 resolution under rule 7.1A was passed

+ See chapter 19 for defined terms.
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New issue announcement
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
6i
Calculate
the
entity’s
remaining
issue
capacity
under rule 7.1 and rule 7.1A
– complete Annexure 1 and
release
to
ASX
Market
Announcements
7
+Issue dates
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.


N/A


N/A





N/A


N/A







N/A





N/A





Listing rule 7.1 – 13,398,577 shares
Listing rule 7.1A – 14,265,718 shares
N/A – already on issue
+ See chapter 19 for defined terms.
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New issue announcement
8
Number and+class of all
+securities quoted on ASX
(including the
+securities
in section 2 if applicable)
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 trust, distribution
policy) on the increased
capital (interests)
Number +Class



150,657,180
2,500,006
Ordinary Shares (OMT).
Options exercisable at $1.00
on or before 31 December
2018(OMTO)
Number +Class




3,000,000
35,000,000
Class A Performance Shares
Options with an exercise
price of 2.5 cents per share
expiring 31 March 2021.



No plans to pay dividends at this stage.
+ See chapter 19 for defined terms.
04/03/2013
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New issue announcement

Part 2 - Pro rata issue Not Applicable

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 offer 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
21
Amount of any underwriting
fee or commission
22
Names of any brokers to the
issue





+ See chapter 19 for defined terms.

04/03/2013
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New issue announcement
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 offer
documents 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
+Issue date















+ See chapter 19 for defined terms.

04/03/2013
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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 - Ordinary shares only.

(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

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

+ See chapter 19 for defined terms.

04/03/2013
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New issue announcement

40 Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted + securities? If the additional[+] securities do not rank equally, please state:the date from which they dothe extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest paymentthe 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.
04/03/2013
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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 is not available now, we 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: Company Secretary Print name: Paul Frederiks

Date: 2 August 2017.

== == == == ==

+ See chapter 19 for defined terms.

04/03/2013
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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

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1 Part 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 the+issue date or
date of agreement to issue
226,568,898
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
104,000,000 fully paid ordinary shares issued on
7 June 2017 from a private placement as
approved by shareholders on 31 May 2017
16,000,000 fully paid ordinary shares issued on 7
June 2017 arising from the conversion of
Convertible notes
Subtractthe number of fully paid+ordinary
securities cancelled during that 12 month period
(203,911,718) – Share Consolidation
“A” 142,657,180
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
+ See chapter 19 for defined terms.
04/03/2013
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Appendix 3B
New issue announcement
Multiply“A” by 0.15 21,398,577
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has
already been used
Insertnumber of+equity securities issued 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
8,000,000 fully paid ordinary shares
“C” 8,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in Step 2
21,398,577
Subtract“C”
Note: number must be same as shown in Step 3
8,000,000
Total[“A” x 0.15] – “C” 13,398,577
[Note: this is the remaining placement capacity
under rule 7.1]
+ See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 11
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

“A” 142,657,180
Note: number must be same as shown in Step 1
of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 14,265,718
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
  • 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

  • “E” -

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

capacity under rule 7.1A
“A” x 0.10 14,265,718
Note: number must be same as shown in Step 2
Subtract“E” -
Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E” 14,265,718
Note: this is the remaining placement capacity
under rule 7.1A

+ See chapter 19 for defined terms.

04/03/2013
Appendix 3B Page 12