MEMPHASYS LIMITED. — Share Issue/Capital Change 2021

Jul 29, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

MEMPHASYS LIMITED.

Date of this announcement

Friday July 30, 2021

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Tr 1+2 ex 34% prem on 30 day VWAP ex 30 July	11,540,000	30/07/2021
to be confirmed	2023; Tr 3 ex 43% prem on 30 day VWAP ex 30
	July 2024

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

MEMPHASYS LIMITED.

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

33120047556

1.3 ASX issuer code

MEM

1.4 The announcement is

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New announcement

1.5 Date of this announcement

30/7/2021

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code +Security description New class - code to be confirmed Tr 1+2 ex 34% prem on 30 day VWAP ex 30 July 2023; Tr 3 ex 43% prem on 30 day VWAP ex 30 July 2024 +Security type ISIN code Options

Date the +securities the subject of this notification were issued 30/7/2021

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

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
John Aitken	John Aitken	4,000,000
Nick Gorring	Nick Gorring	2,000,000
Pablo Neyertz	Pablo Neyertz	370,000

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Yes

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

https://www.asx.com.au/asxpdf/20210723/pdf/44ykr5sf7c1637.pdf

Options Details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.09050000 30/7/2023

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

Other

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Description

Tr 1 + 2 option ex price 34% premium above 30 day VWAP, ex date on or before 2 years after issue date Tr 3 option ex price 43% premium above 30 day VWAP, ex date on or before 3 years after issue date.

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

https://www.asx.com.au/asxpdf/20181011/pdf/43z50cv2p7ymj3.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

Issue details

Number of +securities

4,962,200

Number of +securities

3,462,000

Number of +securities

3,115,800

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
MEM : ORDINARY FULLY PAID	759,773,880

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
MEMAA : OPTION EXPIRING 28-SEP-2021 EX 3.32C	32,404,457
MEMAB : OPTION EXPIRING 22-OCT-2021 EX 11.42C	19,255,875
New class - code to be confirmed : Tr 1+2 ex 34% prem on 30 day VWAP ex 30 July 2023;	11,540,000
Tr 3 ex 43% prem on 30 day VWAP ex 30 July 2024

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

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