IODM LIMITED - Capital/Financing Update 2019

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

IODM Limited ABN 28 102 747 133

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)	Fully paid ordinary shares

	14,800,000

	Fully paid ordinary shares

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 6d Number of+securities issued with security holder approval under rule 7.1A	Yes

	$0.028 per share

	Proceeds will be used to -- fund an increase in the sales team - fund an expectant increase in working capital

	Yes

	21 November 2018

	N/A

	14,800,000 fully paid ordinary shares

See chapter 19 for defined terms.

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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. 8 Number and+class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable)	N/A	N/A

	N/A

	Yes 15 day VWAP was 0.0292 Issue Price was 0.028 on 30 Apr 19 Data sourced fromIRESS

	N/A

	7.1 – 607,504 7.1A – 22,158,875

	30 April 2019

	Number +Class
	514,168,128	Fully paid ordinary shares

See chapter 19 for defined terms.

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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) rt 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 +Class
	1,500,000 1,500,000 1,500,000 20,000,000 Options exercisable at $ 0.01 on or before 30 June 2020 Options exercisable at $ 0.012 on or before 30 June 2021 Options exercisable at $ 0.016 on or before 30 June 2022 Options exercisable at $ 0.0175 on or before 1 June 2020

	N/A

	N/A

	N/A

	N/A

	N/A

	N/A

	N/A

	N/A

Part 2 - Pro rata issue

See chapter 19 for defined terms.

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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 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)	N/A


	N/A

	N/A

	N/A

	N/A

	N/A

	N/A

	N/A

	N/A

	N/A

	N/A

	N/A

See chapter 19 for defined terms.

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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	N/A

	N/A

	N/A

	N/A

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.

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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)	N/A	N/A

	N/A

	N/A

	N/A

	Number +Class
	N/A	N/A

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.

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Date 2 MAY 2019

(Company secretary)

Print name: PETRINA HALSALL

See chapter 19 for defined terms.

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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

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Insert number of fully paid [+] ordinary 425,497,582
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 24 - Conversion of performance shares to
ordinary shares
• Number of fully paid [+] ordinary
securities issued in that 12 month 3,600,000 – share placement
period under an exception in rule 7.2
450,000 – exercise of unlisted options on
• Number of fully paid [+] ordinary 29 March 2019
securities issued in that 12 month
period with shareholder approval
•
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
Subtract the number of fully paid Nil
+ ordinary securities cancelled during that
12 month period
“A” 429,547,606
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See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 64,432,141
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of [+] equity securities issued N/A
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2 14,800,000 – 28 June 2018
• Under rule 7.1A 6,666,667 - 17 Aug 2018
• With security holder approval under 12,500,000 – 17 Aug 2018
rule 7.1 or rule 7.4
6,153,846 – 10 Dec 2018
Note:
• This applies to equity securities, unless 23,704,124 – 28 Dec 2018
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
“C” 63,824,637
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 64,432,141
Note: number must be same as shown in
Step 2
Subtract “C” 63,824,637
Note: number must be same as shown in
Step 3
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*placement capacity under rule 7.1*
“A” x 0.15 Note: number must be same as shown in Step 2	64,432,141
*Subtract“C” Note: number must be same as shown in* Step 3	63,824,637
*Total*[“A” x 0.15] – “C”	607,504
	[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

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“A” 429,547,606
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
Multiply “A” by 0.10 42,954,760
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [[+]] equity securities issued 5,995,885 - 28 Dec 2018
or agreed to be issued in that 12 month
period under rule 7.1A 14,800,000 – 30 April 2019
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
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Insert number of [[+]] equity securities issued 5,995,885 - 28 Dec 2018
or agreed to be issued in that 12 month
period under rule 7.1A 14,800,000 – 30 April 2019
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” 20,795,885
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See chapter 19 for defined terms.

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Appendix 3B New issue announcement

*Step 4: Subtract “E” from [“A” x “D”] to calculate remaining* *placement capacity under rule 7.1A*	*Step 4: Subtract “E” from [“A” x “D”] to calculate remaining* *placement capacity under rule 7.1A*
“A” x 0.10 Note: number must be same as shown in Step 2 42,954,760
*Subtract“E” Note: number must be same as shown in* Step 3 20,795,885
*Total*[“A” x 0.10] – “E”	22,158,875 Note: this is the remaining placement capacity under rule 7.1A

See chapter 19 for defined terms.

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2 May 2019

ASX Release

DISCLOSURE UNDER ASX LISTING RULE 7.1A.4(B) AND 3.10.5A

In relation to the Placement advised in the Appendix 3B released to the ASX on 1 May 2019 and in accordance with ASX Listing Rules 7.1A.4(b) and 3.10.5A the Company makes the following disclosures in respect of the Placement:

(a) The Company issued 14,800,000 shares under Listing Rule 7.1A. The securities issued resulting in the following dilution to existing holders of ordinary securities
Number of fully paid ordinary shares on issue prior ot the Placement of securities under LR 7.1A was 499,368,128.
Number of fully paid ordinary shares on issue following this issue of securities under LR 7.1A was 514,168,128.
Percentage of voting dilution due to the portion of shares that are issued under LR 7.1A following the issue is 2.96%.
(b) The Company issued shares as a placement to professional and sophiscated investors as this was considered to be the most expedient mechanism for raising funds in a timely manner. The Company is grateful for the support of its long-term shareholders.
(c) No underwriting agreeements were entered into with respect to the Placement.
(d) Cashel House was Manager to the Placement and received an amount of 7.5% of the dollar amount raised under the Placement for professional and sophiscated investors.

For and on behalf on the Board.

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Petrina Halsall Company Secretary IODM Limited

IODM Limited ABN 28 102 747 133 `Level 5, 22 Albert Road, South Melbourne, VIC, 3205 www.iodm.com.au