MEMPHASYS LIMITED. — Capital/Financing Update 2024

Sep 11, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

MEMPHASYS LIMITED.

Announcement Type

New announcement

Date of this announcement

12/9/2024

The Proposed issue is:

An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Unlisted options	125,000,000
confirmed
MEM	ORDINARY FULLY PAID	125,000,000

+Record date

11/9/2024 Offer closing date 22/10/2024

+Issue date

25/10/2024

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Unlisted options	125,000,000
confirmed
MEM	ORDINARY FULLY PAID	125,000,000

Proposed +issue date

25/10/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

MEMPHASYS LIMITED.

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

33120047556

1.3 ASX issuer code

MEM

1.4 The announcement is

New announcement

1.5 Date of this announcement

12/9/2024

1.6 The Proposed issue is:

An offer of +securities under a +securities purchase plan A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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Appendix 3B - Proposed issue of securities

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Part 4B - Offer details

+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued

ASX +security code and description

MEM : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description MEM : ORDINARY FULLY PAID Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 125,000,000

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? Yes

Describe the maximum subscription condition

The offer will raise up to a maximum of A$1,000,000

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes Is the minimum acceptance unit based or dollar based? Dollar based ($) Please enter the minimum acceptance value $ 2,500 Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($) Please enter the maximum acceptance value $ 30,000

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Appendix 3B - Proposed issue of securities

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Describe all the applicable parcels available for this offer in number of securities or dollar value Eligible shareholders may apply for parcels of shares in multiples of $2,500, with a minimum parcel of $2,500 and maximum parcel of $30,000 Offer price details Has the offer price been determined? No In what currency will the offer be made? AUD - Australian Dollar

How and when will the offer price be determined?

SPP Shares will be offered at an issue price equal to the lower of $0.008 and a 20% discount to the 5-day VWAP as at the date of issue. Issue expected to occur following the general meeting (late Oct 2024) Oversubscription & Scale back details Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements Oversubscriptions will be scaled back on a pro-rata basis, based on the number of shares held by the applicant, subject to the discretion of the Company and Lead Manager. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Attaching +Security

The proposed attaching security can only be of an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX) New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Unlisted options No No	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Unlisted options No No
New class-code to be confirmed	Unlisted options

+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

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Appendix 3B - Proposed issue of securities

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The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	1
What will be done with fractional entitlements?	Maximum total number of those +securities that could be
Fractions rounded down to the nearest whole number or fractions disregarded	issued if all offers under the +securities purchase plan are accepted 125,000,000
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer be made?	What is the offer price per +security?
AUD - Australian Dollar	AUD 0.00000
Please confirm whether the offer of the attaching +securities is a separate offer to the offer pursuant to the
+security purchase plan
Yes
Please confirm whether the attaching +securities are	being offered under a +disclosure document or +PDS
Yes
Oversubscription & Scale back details
Will a scale back be applied if the offer is
over-subscribed?
Yes
Describe the scale back arrangements

Oversubscriptions will be scaled back on a pro-rata basis, based on the number of shares held by the applicant, subject to the discretion of the Company and Lead Manager.

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0110 25/10/2026 Details of the type of +security that will be issued if the option is exercised MEM : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share (ASX:MEM)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Not yet available

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Appendix 3B - Proposed issue of securities

Part 4C - Timetable

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4C.1 Date of announcement of +security purchase plan

12/9/2024

4C.2 +Record date

11/9/2024

4C.3 Date on which offer documents will be made available to investors

19/9/2024

4C.4 Offer open date

20/9/2024

4C.5 Offer closing date

22/10/2024

4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 25/10/2024

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? Yes 4E.1a Who is the lead manager/broker? Canaccord Genuity (Australia) Limited 4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Canaccord Genuity (Australia) Limited will receive a management fee equal to 2% of the offer proceeds and a capital raising fee equal to 4% of the offer proceeds 4E.2 Is the proposed offer to be underwritten? No 4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer N/A

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Appendix 3B - Proposed issue of securities

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Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Multiple purposes - please refer to announcement dated 12 September 2024

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer All countries outside Australia and New Zealand

4F.3 URL on the entity's website where investors can download information about the proposed offer Not available currently

4F.4 Any other information the entity wishes to provide about the proposed offer

The price per share is the lower of $0.008 and a 20% discount to the 5-day VWAP prior to the date of issue. The maximum amount of securities issued and price may vary depending on the issue price determination. Current disclosures based on issue price of $0.008 per share.

A value for the attaching options had to be entered in this form ('nil' not accepted) - they are being issued for free as per previous disclosure.

The SPP shares and attaching options will be issued under a Prospectus - please see announcement dated 12 September for full details.

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 25/10/2024 Estimated

Comments

Shareholder approval required for the issue of shares and 1 for 1 free attaching options.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

MEM : ORDINARY FULLY PAID

Number of +securities proposed to be issued

125,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.00800

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Appendix 3B - Proposed issue of securities

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Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted options

+Security type

Options

Number of +securities proposed to be issued

125,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

1 free attachment option for each share purchased

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.0000001

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.0110 25/10/2026

Details of the type of +security that will be issued if the option is exercised MEM : ORDINARY FULLY PAID

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Appendix 3B - Proposed issue of securities

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Number of securities that will be issued if the option is exercised

One fully paid ordinary share (ASX:MEM)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Please refer to ASX announcement on 12 September 2024

Part 7C - Timetable

7C.1 Proposed +issue date

25/10/2024

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 25/10/2024

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Canaccord Genuity (Australia) Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Canaccord Genuity (Australia) Limited will receive a management fee equal to 2% of the offer proceeds and a capital raising fee equal to 4% of the offer proceeds

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue N/A

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Appendix 3B - Proposed issue of securities

Part 7F - Further Information

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7F.01 The purpose(s) for which the entity is issuing the securities

Multiple purposes - please refer to announcement dated 12 September 2024

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

The price per share is the lower of $0.008 and a 20% discount to the 5-day VWAP prior to the date of issue. The maximum amount of securities issued and price may vary depending on the issue price determination. Current disclosures based on issue price of $0.008 per share.

A value for the attaching options had to be entered in this form ('nil' not accepted) - they are being issued for free as per previous disclosure.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities

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