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JCURVE SOLUTIONS LTD Share Issue/Capital Change 2019

Sep 1, 2019

65158_rns_2019-09-01_8e481d90-d501-436d-9427-d335e093b316.pdf

Share Issue/Capital Change

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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 becomes 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

JCurve Solutions Limited

ACN

088 257 729

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 FY17 LTI Performance Rights (JCSAA)
issued
2 Number of+securities issued or to (10,000,000)
be issued (if known) or maximum
number which may be issued
3 Principle terms of the+securities Lapsing of Unlisted Performance Rights -
(e.g. if options, exercise price and Vesting Date 31 August 2019, Exercise Price
expiry date; if partly paid+securities, $0.00)
the amount outstanding and due
dates for payment; if+convertible
securities, the conversion price and
dates for conversion)

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  • See chapter 19 for defined terms.

Appendix 3B New issue announcement

4 Do the+securities rank equally in all N/A
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 N/A
6 Purpose of the issue Lapsing of Performance Rights (JCSAA)
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
6a Is the entity an+eligible entity that No
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 N/A
resolution under rule 7.1A was
passed
6c Number of+securities issued without N/A
security holder approval under rule
7.1
6d Number of+securities issued with N/A
security holder approval under rule
7.1A
6e Number of+securities issued with N/A
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

art 2 - Pro rata issue
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)
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)
11
Is security holder approval required?
N/A
N/A
N/A
N/A
31 August 2019
Number +Class
327,856,900 ORDINARY FULLY
PAID SHARES (JCS)
Number +Class
N/A
N/A

Part 2 - Pro rata issue

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  • See chapter 19 for defined terms.

Appendix 3B New issue announcement

12 Is the issue renounceable or non- N/A
renounceable?
13 Ratio in which the+securities will be N/A
offered
14 +Class of+securities to which the N/A
offer relates
15 +Record date to determine N/A
entitlements
16 Will holdings on different registers N/A
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in N/A
relation to fractions
18 Names of countries in which the N/A
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 N/A
acceptances or renunciations
20 Names of any underwriters N/A
21 Amount of any underwriting fee or N/A
commission
22 Names of any brokers to the issue N/A
23 Fee or commission payable to the N/A
broker to the issue
24 Amount of any handling fee payable N/A
to brokers who lodge acceptances
or renunciations on behalf of
security holders

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  • See chapter 19 for defined terms.

Appendix 3B New issue announcement

25 If the issue is contingent on security N/A
holders’ approval, the date of the
meeting
26 Date entitlement and acceptance N/A
form and offer documents will be
sent to persons entitled
27 If the entity has issued options, and N/A
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 N/A
applicable)
29 Date rights trading will end (if N/A
applicable)
30 How do security holders sell their N/A
entitlements in_full through_a broker?
31 How do security holders sell_part_of N/A
their entitlements through a broker
and accept for the balance?
32 How do security holders dispose of N/A
their entitlements (except by sale
through a broker)?
33 +Issue date 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

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  • See chapter 19 for defined terms.

Appendix 3B New issue announcement

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 N/A
+quotation is sought
39 +Class of+securities for which N/A
quotation is sought
40 Do the+securities rank equally in all N/A
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

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  • See chapter 19 for defined terms.

Appendix 3B New issue announcement

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
Number +Class

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  • See chapter 19 for defined terms.

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: Digitally Signed Date: 02 September 2019 (Director/Company Secretary)

Print name: Mr David Franks

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  • See chapter 19 for defined terms.

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
327,856,900
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
N/A
Subtractthe number of fully paid+ordinary
securities cancelled during that 12 month
period
N/A
“A” 327,856,900
Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 49,178,535

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

  • Insert number of[+] equity securities issued or N/A 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

  • “C” NIL Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 49,178,535 Note: number must be same as shown in Step 2 Subtract “C” NIL Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 49,178,535 [Note: this is the remaining placement capacity under rule 7.1]

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  • See chapter 19 for defined terms.

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” N/A 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 N/A

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or N/A 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

“E”

N/A

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

“A” x 0.10 N/A

Note: number must be same as shown in Step 2

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B
New issue announcement
Subtract“E”
Note: number must be same as shown in
Step 3
N/A
Total[“A” x 0.10] – “E” N/A
Note: this is the remaining placement
capacity under rule 7.1A

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  • See chapter 19 for defined terms.