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MACH7 TECHNOLOGIES LIMITED Capital/Financing Update 2015

Jun 24, 2015

65285_rns_2015-06-24_5e398db4-61f7-43f2-8b38-5ee65b9633c5.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

3D MEDICAL LIMITED

ABN

26 007 817 192

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
2,845,224
Fully paid ordinary shares.
The shares will be escrowed for a period of 12
months from the date of issue, until 25 June
2016.
  • 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
The ordinary shares will be quoted and will rank
equally with all other ordinary shares on issue
in the Company.
Deemed issue price of $0.009 per share
The 2,845,224 fully paid ordinary shares are
issued in lieu of fees for services provided by a
consultant to the Company.
No
N/A
2,845,224
N/A
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6e Number of[+] securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued N/A 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 See Annexure 1 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 25 June 2015 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. Number +Class 8 Number and +class of all 317,205,657 Fully paid ordinary +securities quoted on ASX shares ( including the +securities in section 2 if applicable)

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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
58,748,168
51,239,454
21,705,606
30,546,533
12,939,854
Ordinary shares
escrowed until 18
February 2017
Unlisted options
exercisable at $0.05
each, expiring 6
August 2016
Unlisted options
exercisable at $0.05
each, expiring 6
August 2016,
escrowed until 18
February 2017
Unlisted options
exercisable at $0.05
each, expiring 6
February 2017
Unlisted options
exercisable at $0.05
each, expiring 6
February 2017,
escrowed until 18
February 2017
Rank equally

Part 2 - Pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or N/A non-renounceable? 13 Ratio in which the[+] securities will N/A be offered 14 +Class of +securities to which N/A the offer relates 15 +Record date to determine N/A entitlements

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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
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
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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Appendix 3B New issue announcement

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
N/A
N/A
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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ]

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 N/A 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 N/A 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.

ALYN TAI

Company Secretary 25 June 2015

  • 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

Rule 7.1 – Issues exceeding 15% of capital 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
745,868,074 (pre-consolidation)
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
110,000,000 shares on 30 June 2014 (pre-
consolidation)
220,000,000 shares on 8 August 2014 (pre-
consolidation)
(Total number of shares on issue prior to 24
December 2014 = 1,075,868,074)
On 24 December 2014, the Company_
consolidated its 1,075,868,074 shares on issue
into
107,586,601 shares*
._
81,772,000 shares on 6 February 2015
8,750,000 shares on 6 February 2015
175,000,000 shares on 6 February 2015
Subtractthe number of fully paid+ordinary
securities cancelled during that 12 month period
Nil
“A” 373,108,601
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 55,966,290
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
2,845,224 shares on 25 June 2015
“C” 0
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
55,966,290
Subtract“C”
Note: number must be same as shown in Step 3
2,845,224
Total[“A” x 0.15] – “C” 53,121,066
[Note: this is the remaining placement capacity
under rule 7.1]
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule
7.1
“A” x 0.15 55,966,290
Note: number must be same as shown in Step 2
Subtract“C” 2,845,224
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C” 53,121,066
[Note: this is the remaining placement capacity
under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 10

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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

Part 2 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”
Note: number must be same as shown in Step 1
of Part 1
N/A
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10
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
“E”
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
Subtract“E”
Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E” Note: this is the remaining placement capacity
under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 11

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