MYECO GROUP LTD — Capital/Financing Update 2019

Nov 26, 2019

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ASX RELEASE

27 November 2019

ISSUE OF PLACEMENT SHARES AND OPIONS - SECTION 708A(5)(e) NOTICE

SECOS Group Limited (“SECOS” or “the Company”) has issued 8,652,107 fully paid ordinary shares ( Shares ) at average issue price of $0.045 (4.5 cents) per share together with 4,035,750 unlisted options to acquire fully paid ordinary shares ( Options ) with an exercise price of $0.06 (6 cents) expiring on 16 May 2021. Shares and Options were issued to related parties under the placement announced to the market on 2 May 2019 ( Placement ) pursuant to the Company’s placement capacity under Listing Rule 7.1.

These issues were approved by shareholders at Annual General Meeting held on 22 November 2019.

In respect of the issue of shares, the Company gives notice under section 708A (5)(e) of the Corporations Act that:

The abovementioned shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act.

The Company also states, that as at the date of this notice:

• it has complied with the provisions of Chapter 2M Corporations Act as they apply to the Company; and section 674 Corporations Act; and

• it is not aware of any excluded information within the meaning of Sections 708A(7) and 708A(8) of the Corporations Act.

An Appendix 3B applying for quotation of the new shares is attached.

Edmond Tern Company Secretary +61 433369997

etern@secosgroup.com.au

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

SECOS Group Limited

ABN

89 064 755 237

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.
	8,652,107Ordinary Shares 4,035,750Unlisted Options
	Fully paid ordinary shares ranking equally with ordinary shares from date of allotment.

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  Fully paid ordinary shares ranking equally with 4 the extent to which they participate for the next ordinary shares from date of allotment. 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 Average issue price of $0.045/share . 8,652,107 shares issued pursuant to the placement to related parties, announced to the Purpose of the issue market on 2 May 2019. Approved by (If issued as consideration for shareholders at Annual General Meeting, 6 the acquisition of assets, clearly resolution 5, 6, 7, 8, and 15. identify those assets) Proceed to be used for working capital to fund the growth of biodegradable resin market. Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A? 6a Yes. If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i The date the security holder 6b resolution under rule 7.1A was 22 November 2019 passed Number of[+] securities issued 6c without security holder approval NIL under rule 7.1 Number of[+] securities issued 6d with security holder approval NIL under rule 7.1A

• See chapter 19 for defined terms.

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Appendix 3B Page 1

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 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)	NIL
	NIL
	N/A
	N/A.
	Refer to Annexure 1
	26 November 2019
	Number	+Class
	396,489,666	Fully paid ordinary shares

• See chapter 19 for defined terms.

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Appendix 3B Page 2

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
	350,000 SES89445 Convertible Notes 30112020
	18,095,291 Options 17052021
	No plans to pay dividends at this stage.

Part 2 - Pro rata issue – Not applicable

Is security holder approval 11 n/a required? Is the issue renounceable or non12 renounceable? Ratio in which the[+] securities will 13 be offered + Class of + securities to which the 14 offer relates + Record date to determine 15 entitlements Will holdings on different registers (or sub registers) be 16 aggregated for calculating entitlements? Policy for deciding entitlements 17 in relation to fractions Names of countries in which the entity has security holders who will not be sent new offer 18 documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. Closing date for receipt of 19 acceptances or renunciations

• See chapter 19 for defined terms.

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Appendix 3B Page 3

20 Names of any underwriters Amount of any underwriting fee 21 or commission Names of any brokers to the 22 issue Fee or commission payable to 23 the broker to the issue Amount of any handling fee payable to brokers who lodge 24 acceptances or renunciations on behalf of security holders If the issue is contingent on 25 security holders’ approval, the date of the meeting Date entitlement and acceptance 26 form and offer documents will be sent to persons entitled If the entity has issued options, and the terms entitle option holders to participate on 27 exercise, the date on which notices will be sent to option holders Date rights trading will begin (if 28 applicable) Date rights trading will end (if 29 applicable) How do security holders sell their 30 entitlements in full through a broker? How do security holders sell part of their entitlements through a 31 broker and accept for the balance?

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• See chapter 19 for defined terms.

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Appendix 3B Page 4

• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

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• 33 + Issue date

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 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

• See chapter 19 for defined terms.

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Appendix 3B Page 5

Entities that have ticked box 34(b)

• Number of[+] securities for which

• 38 + quotation is sought + Class of + securities for which

• 39 quotation is sought Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted + securities?

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If the additional[+] securities do not rank equally, please state:  the date from which they do 40  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 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period 41 (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number + Class Number and + class of all + securities quoted on ASX 42 ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Appendix 3B Page 6

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: [sent electronically without signature] Date : 27 November 2019 Print name: Edmond Tern, Company Secretary

• See chapter 19 for defined terms.

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Appendix 3B Page 7

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

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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid [+] ordinary
securities on issue 12 months before the 267,362,206
+ issue date or date of agreement to issue
Add the following:
 Number of fully paid + ordinary
securities issued in that 12 month 129,127,460
period under an exception in rule 7.2
 Number of partly paid +ordinary
securities that became fully paid in that
12 month period
 Number of fully paid + ordinary
securities issued in that 12 month 129,127,460
period with shareholder approval
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 annex
It may be useful to set out issues of securities on different dates as separate line items
Subtract the number of fully paid
+
ordinary securities cancelled during that -
12 month period
“A” 396,489,666
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• See chapter 19 for defined terms.

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Appendix 3B Page 8

Step 2: Calculate 15% of “A”

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0.15
“B”
[Note: this value cannot be changed]
Multiply “A” by 0.15 59,473,450
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 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” -
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
59,473,450
Note: number must be same as shown in
Step 2
Subtract “C”
Note: number must be same as shown in -
Step 3
59,473,450
Total [“A” x 0.15] – “C”
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

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Appendix 3B Page 9

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
396,489,666
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
0.10
“D”
Note: this value cannot be changed
Multiply “A” by 0.10 39,648,967
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 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
NIL
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” NIL
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 39,648,967
Step 2
Subtract “E”
Note: number must be same as shown in NIL
Step 3
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“E” NIL	“E” NIL
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	39,648,967
Subtract “E” Note: number must be same as shown in Step 3	NIL
	39,648,967
Total[“A” x 0.10] – “E”	Note: this is the remaining placement
	capacity under rule 7.1A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 10