MACH7 TECHNOLOGIES LIMITED — Share Issue/Capital Change 2017

Nov 13, 2017

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

MACH7 TECHNOLOGIES LIMITED (the Company )

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) 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	Fully paid ordinary shares (Shares)
	11,724,159 Shares
	The Shares are fully paid ordinary shares.
	The Shares will be quoted and will rank equally with all other ordinary shares on issue in the Company.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)
	1. 11,428,541 Shares were issued under a capital raising placement at 17.5 cents per Share (total consideration: $2 million). 2. 295,618 Shares were issued for nil cash consideration upon vesting of performance rights held by the CEO / Managing Director.
	1. 11,428,541 Shares were issued under a capital raising placement to raise a total of $2 million. The Company intends to apply the funds raised towards investment into direct sales resources in the U.S., marketing, and new product development. 2. 295,618 Shares were issued upon vesting of performance rights held by the CEO / Managing Director.
	Yes
	7 December 2016
	295,618 Shares
	11,428,541 Shares
	N/A

Appendix 3B New issue announcement

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)	N/A	N/A
	Yes, the issue price of the securities ($0.175) is at least 75% of the 15 trading day VWAP as calculated under rule 7.1A.3, which was $0.183. The source of the VWAP calculation is IRESS.
	N/A
	See Annexure 1
	14 November 2017
	Number	+Class
	129,971,355	Fully paid ordinary shares
	Number	+Class
	25,000,000	Performance Shares
	6,799,214	Performance Rights
	100,000	Class 1 Options, exercisable at $1.00 between 8 April 2017 (vesting date) and 8 April 2020 (expiry date)

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	475,000	Class 2 Options, exercisable at $1.00 between 8 April 2018 (vesting date) and 8 April 2021 (expiry date)
	125,000	Class 3 Options, exercisable at $1.00 between 9 December 2018 (vesting date) and 9 December 2021 (expiry date)
	813,347	Class 4 Options, exercisable at $0.41 between 27 January 2018 (vesting date) and 27 January 2022 (expiry date)
	813,335	Class 5 Options, exercisable at $0.41 between 27 January 2019 (vesting date) and 27 January 2022 (expiry date)
	813,318	Class 6 Options, exercisable at $0.41 between 27 January 2020 (vesting date) and 27 January 2022 (expiry date)
	40,000	Class 7 Options, exercisable at $0.41 between 9 June 2017 (vesting date) and 9 June 2018 (expiry date)
	900,020	Class 8 Options, exercisable at $0.17 between 3 November 2018 (vesting date) and 3 November 2022 (expiry date)
	899,996	Class 9 Options, exercisable at $0.17 between 3 November 2019 (vesting date) and 3 November 2022 (expiry date)
	899,984	Class 10 Options, exercisable at $0.17 between 3 November 2020 (vesting date) and 3 November 2022 (expiry date)
	Dividend policy for the Shares ranks equally with all other ordinary shares on issue.

Appendix 3B New issue announcement

Part 2 - Pro rata issue

art 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 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	N/A
	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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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? 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
	N/A
	N/A
	N/A
	N/A

Appendix 3B New issue announcement

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 ] 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

• See chapter 19 for defined terms.

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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)

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 14 November 2017

• See chapter 19 for defined terms.

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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

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	954,393,141 (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	▪100,000,000 shares on 18 November 2016 (pre-consolidation) ▪33,153,137 shares on 22 November 2016 (pre-consolidation) ▪60,500,000 shares on 9 December 2016 (pre-consolidation) ▪29,879,073 shares on 28 December 2016 (pre-consolidation) *The figures above are provided on a pre-consolidation basis. On 16 January 2017, the Company consolidated its securities on issue on a 10:1 basis. The total number of shares in the above list, including the number of shares on issue 12 months before the date of this Appendix 3B, was 117,792,623 on a post-consolidation basis. The following shares were issued after the consolidation: ▪41,667 shares on 20 February 2016 ▪1 share on 10 March 2017
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period	Nil
“A”	117,834,291 on a post-consolidation basis

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	17,675,143
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	The following securities were issued pre- consolidation: ▪3,141,760 shares on 9 December 2016 (314,176 shares post consolidation) ▪987,291 shares on 28 December 2016 (98,729 post consolidation) The following securities were issued post- consolidation: ▪7,094,832 Performance Rights on 29 August 2017 (including 295,618 underlying shares issued upon the vesting of 295,618 Performance Rights on 14 November 2017)
“C”	7,507,737(post-consolidation)
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	17,675,143
Subtract“C” Note: number must be same as shown in Step 3	7,507,737
Total[“A” x 0.15] – “C”	10,167,406 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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	117,834,291
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	11,783,429
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	▪11,428,541 shares (on a post-consolidation basis) on 14 November 2017
“E”	11,428,541
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	11,783,429
Subtract“E” Note: number must be same as shown in Step 3	11,428,541
Total[“A” x 0.10] – “E”	354,888 Note: this is the remaining placement capacity under rule 7.1A

Appendix 3B New issue announcement

Mach7 Technologies Limited provides the following information as required under ASX Listing Rule 3.10.5A:

• (a) Dilution to existing shareholders as a result of the issue of 11,428,541 Shares pursuant to ASX Listing Rule 7.1A ( 7.1A Shares ) is 8.79%.

• (b) The 7.1A Shares were issued to an institutional investor, Oceania Capital Partners Limited, that participated in the Company’s capital raising placement, the details of which were announced by the Company on 13 November 2017 ( Placement ). The Company considered various alternative capital raising options available to it, and determined to raise funds under the Placement as this was considered to be a more efficient and expedient manner to raise the capital required, rather than through or in addition to a pro rata issue or other type of issue in which existing ordinary shareholders would have been eligible to participate.

• (c) No underwriting arrangements were entered into in relation to the Placement.

• (d) No fees were incurred in connection with the Placement.

• See chapter 19 for defined terms.

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