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IMEXHS LIMITED Capital/Financing Update 2017

Jun 6, 2017

65120_rns_2017-06-06_f72ab735-4741-4d30-8cdf-3faaa168e37e.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 or to a) Ordinary Fully Paid Shares be issued b) Ordinary Fully Paid Shares c) Ordinary Fully Paid Shares d) Options 2 Number of[+] securities issued or a) 104,000,000 to be issued (if known) or b) 16,000,000 maximum number which may c) 8,000,000 be issued d) 35,000,000 3 Principal terms of the a) Fully Paid Ordinary ranking pari passu +securities (e.g. if options, with existing ordinary shares. exercise price and expiry date; if b) Fully Paid Ordinary ranking pari passu partly paid +securities, the with existing ordinary shares. amount outstanding and due c) Fully Paid Ordinary ranking pari passu dates for payment; if with existing ordinary shares. +convertible securities, the d) Options with an exercise price of 2.5 cents per share expiring 31 March 2021. conversion price and dates for conversion)

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4
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 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
6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
6a
Is the entity an+eligible 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
resolution under rule 7.1A was
passed
6c
Number of+securities issued
without security holder approval
under rule 7.1
a) Yes - Ordinary shares will rank pari passu
with existing ordinary shares.
b) Yes - Ordinary shares will rank pari passu
with existing ordinary shares.
c) Yes - Ordinary shares will rank pari passu
with existing ordinary shares.
d) Yes - Ordinary shares issued on the exercise
of options will rank pari passu with existing
ordinary shares.
a) $0.0125 per share
b) Nil – conversion of convertible notes
c) $0.0125 per share
d) Nil
a) Share Placement approved by shareholders
on 31 May 2017.
b) Conversion of Convertible Notes into equity.
c) Share Placement
d) Options approved by shareholders on 31 May
2017.
Yes
31 May 2017
8,000,000 Fully Paid Ordinary Shares
  • See chapter 19 for defined terms.

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6d Number of[+] securities issued N/A with security holder approval under rule 7.1A 6e Number of[+] securities issued 104,000,000 Fully Paid Ordinary Shares as approved with security holder approval by shareholders on 31 May 2017. under rule 7.3, or another 35,000,000 Options as approved by shareholders on specific security holder approval 31 May 2017. (specify date of meeting) 6f Number of[+] securities issued 16,000,000 Fully Paid Ordinary Shares. under an exception in rule 7.2 6g If[+] securities issued under rule N/A 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 N/A 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 Listing rule 7.1 – 13,398,577 shares rule 7.1A – complete Annexure 1 and release to ASX Market Listing rule 7.1A – 14,265,718 shares Announcements 7 +Issue dates 7 June 2017 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.

  • See chapter 19 for defined terms.

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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
135,657,180
2,500,006
Ordinary Shares (OMT).
Options exercisable at $1.00
on or before 31 December
2018(OMTO)
Number +Class
15,000,000
3,000,000
35,000,000
Ordinary Shares held in
escrow until 30 July 2017
(OMTAA)
Class A Performance Shares
held in escrow until 30 July
2017 (OMTAB)
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.

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Appendix 3B 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
23 Fee or commission payable to
the broker to the issue
  • See chapter 19 for defined terms.

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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.

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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

  • See chapter 19 for defined terms.

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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+issue date
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.

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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.

==> picture [114 x 40] intentionally omitted <==

Sign here: ............................................................ Company Secretary Print name: P Frederiks == == == == ==

Date: 7 June 2017.

  • See chapter 19 for defined terms.

Appendix 3B Page 9

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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.

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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

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.

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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”

Step 2: Calculate 10% of “A”
“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
  • 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

  • “E” -

“E”
-
“E”
-
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement
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.

Appendix 3B Page 12

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