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INTEGRATED RESEARCH LIMITED Capital/Financing Update 2018

Dec 19, 2018

65142_rns_2018-12-19_f55a59c3-d380-4d45-975f-312c0af204ba.pdf

Capital/Financing Update

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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

INTEGRATED RESEARCH LIMITED

ABN

76 003 588 449

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
issued
2
Number of+securities issued or to be
issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities
(e.g. if 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)
N/A
194,750 performance rights
New Performance Rights issued in accordance with the terms
of the Integrated Research Performance Rights and Option
Plan.
(new class)
Exercise Price: $0.00
Expiry Date: 31 October 2021
194,750 new performance rights subject to service criteria.
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

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
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)
N/A
N/A
Issued under the terms and conditions of the Integrated
Research Performance Rights and Option Plan.
No
N/A
N/A
N/A
N/A
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.
8
Number and+class of all+securities
quoted on ASX (_including_the
+securities in section 2 if applicable)
N/A
N/A
N/A
N/A
18 December 2018
Number +Class
171,770,753 Ordinary Shares
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Number
+Class
9
Number and+class of all+securities not
quoted
on
ASX
(including
the
+securities in section 2 if applicable)
90,000
Note:
Employee Performance Rights - IRIAT
Nil
Note:
60,000
IRIAW
Employee
Performance Rights previously
issued have been cancelled.
Employee Performance Rights - IRIAW
110,000
Note:
Employee Performance Rights - IRIAA
210,000
Note:
Employee Performance Rights - IRIAA
366,000
Note:
34,000
IRIAZ
Employee
Performance Rights previously
issued have been cancelled.
Employee Performance Rights - IRIAZ
120,000
Note:
Employee Performance Rights - IRIAAA
194,750
Note:
New
Class
of
Employee
Performance Rights issued
Employee Performance Rights
10
Dividend policy (in the case of a trust,
distribution policy) on the increased
capital (interests)
N/A
Part 2 - 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
Number Number +Class
90,000
Note:
Employee Performance Rights - IRIAT
Nil
Note:
60,000
IRIAW
Employee
Performance Rights previously
issued have been cancelled.
Employee Performance Rights - IRIAW
110,000
Note:
Employee Performance Rights - IRIAA
210,000
Note:
Employee Performance Rights - IRIAA
366,000
Note:
34,000
IRIAZ
Employee
Performance Rights previously
issued have been cancelled.
Employee Performance Rights - IRIAZ
120,000
Note:
Employee Performance Rights - IRIAAA
194,750
Note:
New
Class
of
Employee
Performance Rights issued
Employee Performance Rights
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

18 Names of countries in which the entity has 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
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?
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

  • 32 How do security holders dispose of their entitlements (except by sale through a broker)?

  • 33 +Issue date

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

04/03/2013

Entities that have ticked box 34(b)

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)
42
Number and+class of all+securities quoted on
ASX (_including_the+securities in clause 38)
Number +Class
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

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 [119 x 38] intentionally omitted <==

Sign here: ........................................................ Date: 20[th] December 2018 (Company Secretary)

Print name: David C Purdue

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013