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INFOTRUST LTD — Share Issue/Capital Change 2026
Apr 13, 2026
65145_rns_2026-04-13_4d93582c-3617-41c2-9198-9a39ea68dedc.pdf
Share Issue/Capital Change
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Appendix 3B - Proposed issue of securities
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Announcement Summary
Entity name
INFOTRUST LTD
Announcement Type
New announcement
Date of this announcement
14/4/2026
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 |
| ITS | ORDINARY FULLY PAID | 5,000,000 |
| Proposed +issue date | ||
| 17/4/2026 |
Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
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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
INFOTRUST 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
73089224402
1.3 ASX issuer code
ITS
1.4 The announcement is
New announcement
1.5 Date of this announcement
14/4/2026
1.6 The Proposed issue is:
A placement or other type of issue
Appendix 3B - Proposed issue of securities
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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? No
Part 7B - Issue details
Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class
Will the proposed issue of this +security include an offer of attaching +securities? No
Details of +securities proposed to be issued
ASX +security code and description
ITS : ORDINARY FULLY PAID
Number of +securities proposed to be issued
5,000,000
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
The securities are proposed to be issued as part consideration for the acquisition of Catalyst Cyber Pty Ltd, in accordance with the terms of a share sale and purchase agreement. The consideration includes the issue of fully paid ordinary shares in the Company to the vendors (or their nominees) as non-cash acquisition consideration, including completion consideration and any post-completion adjustment or earn-out consideration.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
2,250,000.000000
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Part 7C - Timetable
7C.1 Proposed +issue date
17/4/2026
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? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?
5,000,000
7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 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? Yes 7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow
The voluntary escrow arrangements apply as follows:
- 50% of the completion consideration shares and any completion payment adjustment shares issued under the transaction will be subject to voluntary escrow for a period of two years from completion; - 100% of the year 2 earn¿out consideration shares (if issued) will be subject to voluntary escrow for a period of one year from their issue date; and - 100% of the year 3 earn¿out consideration shares (if issued) will be subject to voluntary escrow for a period of one year from their issue date.
935,581 fully paid ordinary shares (ASX: ITS) to be issued as part of the completion consideration are not subject to voluntary escrow and will be freely tradeable on issue.
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 NIL.
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
Part 7F - Further Information
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7F.01 The purpose(s) for which the entity is issuing the securities
The securities are proposed to be issued as consideration for the acquisition of Catalyst Cyber Pty Ltd, including completion, adjustment and earn-out consideration, under a share sale and purchase agreement.
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
The maximum number of securities disclosed in this Appendix 3B represents the maximum number of fully paid ordinary shares that will be issued by the Company, without seeking shareholder approval, under the share sale and purchase agreement in connection with the acquisition of Catalyst Cyber Pty Ltd.
This includes shares that may be issued as part of:
-
the completion consideration, which are expected to be issued on the issue date specified in this Appendix 3B;
-
any post completion adjustment to the completion consideration, which may be issued following finalisation of the FY26 financial results, including where applicable on or about 21 Business Days after the Company's announcement to ASX of its year-end results for the financial year ending 30 June 2026; and
-
any earnout or deferred consideration payable under the agreement, which may be issued following satisfaction of the applicable performance conditions and in accordance with the timing provisions set out in the agreement.
The actual number and timing of securities issued may be lower and will be determined in accordance with the completion, adjustment and earn-out mechanics set out in the agreement.
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)
Appendix 3B - Proposed issue of securities
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