NOVIQTECH LIMITED — Capital/Financing Update 2018

Dec 11, 2018

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ASX ANNOUNCEMENT – TYMLEZ GROUP LIMITED (ASX: TYM)

11 December 2018

Pre-Quotation Disclosure Notice

The following information is required to be provided to ASX Limited (‘ ASX ’) for release to the market in connection with the admission to the official list of, and official quotation of, fully paid ordinary shares in the Company.

Unless otherwise defined, capitalised terms used in this notice have the meaning given to them in the replacement prospectus lodged by the Company with ASIC on 6 November 2018 (‘ Prospectus ’).

The following information is provided as pre-quotation disclosure.

1. Statement confirming the issue of securities to the Lead Manager (or its nominees)

The Company confirms that it has issued 4,262,439 fully paid ordinary shares and 2,000,000 options with an exercise price of $0.35, expiring 4 years from the date of issue, to nominees of the Lead Manager to the Offer, Peak Asset Management.

2. Distribution Schedule

A distribution schedule setting out the numbers of holders of Shares in each of the following categories is provided below:

Number of Shares Held	Number of Shareholders	Total Units	%
1 – 1,000	0	0	0.00%
1,001 –5,000	0	0	0.00%
5,001 – 10,000	34	311,820	0.24%
10,001 – 100,000	259	11,340,107	8.68%
100,001and over	136	119,028,044	91.08%
**Total **	429	130,679,971	100.00%

3. Statement of 20 largest shareholders

A statement setting out the names of the 20 largest shareholders of the Company, including the number and percentage of Shares held by those shareholders, is provided below:

No	Shareholder Name	Number of Shares	%
1	TYHOLD 2 BV	65,404,233	50.05%
2	HAMILTON HAWKES PTY LTD A/C>	4,959,388	3.80%

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No	Shareholder Name	Number of Shares	%
3	VADLAMUDI (MEDICAL) PTY LTD FUND A/C>	2,672,694	2.06%
4	10BOLIVIANOSPTY LTD	1,770,158	1.35%
5	GRANET SUPERANNUATION AND INVESTMENT SERVICESPL	1,723,318	1.32%
6	ROUSE EQUITIES PTY LTD TRUST>	1,666,738	1.27%
7	10 BOLIVIANOS PTY LTD	1,570,686	1.20%
8	MR GRAHAM JOHN WALKER	1,545,454	1.18%
9	MCNEIL NOMINEES PTY LTD	1,500,000	1.15%
10	BURRWOOD INVESTMENTS PTY LTD INVESTMENTSA/C>	1,472,694	1.13%
11	MR PETER ANTHONY	1,403,167	1.07%
12	PYXISHOLDINGSPTY LTD	1,375,299	1.05%
13	WHITCOMBE SUPER INVESTMENTS PTY LTD	1,292,800	0.99%
14	FREEDOM TRADER PTY LTD	1,131,632	0.87%
15	PYXISHOLDINGSPTY LTD	1,019,795	0.78%
16	GRAHAMJOHN WALKER	1,000,000	0.77%
17	HAYWOOD FINANCIAL MGMT P/L	736,364	0.56%
18	LIMMERSHIN PTY LTD	684,717	0.52%
19	MR RYAN PAUL EVANS	620,000	0.47%
20	BELTRAMIN INVESTMENTS PTY LTD A/C>	600,000	0.46%
20	MGLCORP PTY LTD	600,000	0.46%
20	MRCARLO CHIODO	600,000	0.46%
20	BIN LIU	600,000	0.46%
**Total **		95,942,126	73.42%
Total issued Shares		130,679,971	100.00%

4. Statement setting out number of securities subject to ASX restrictions and the restriction period applied to those securities

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The Company confirms that the number of securities subject to ASX restrictions and the restriction period applied to those securities is as follows:

**Period of restriction **	Number of Securities
Sharesrestrictedfor 12 monthsfromthe date of issue	1,596,119
Sharesrestrictedfor 24 monthsfromthe date ofofficialquotation	72,322,460
Optionsrestrictedfor 24 monthsfromthe date ofofficialquotation	2,000,000

5. Restricted Securities for 24 months from the date of official quotation

The Company confirms that the following securities will not be quoted and be classified as restricted securities for a period of 24 months from the date of official quotation of the securities of the Company:

Security Type	Total Holdings	Escrow Period
Ordinary Shares	72,322,460	24 months from Admission
Options with an exercise price of $0.35, expiring 4 yearsfromthe date of issue	2,000,000	24 months from Admission

6. Restricted Securities for 12 months from the date of issue

The Company confirms that the following securities will not be quoted and be classified as restricted securities for a period of 12 months from the date of issue:

Security Type	Total Holdings	Escrow Period
Ordinary Shares	98,183	12 months from 30 January2018
Ordinary Shares	1,497,936	12 months from 5 October 2018
**Total **	1,596,119

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7. Updated Pro Forma Historical Consolidated Statement of Financial Position

The following is the pro forma historical consolidated statement of financial position for the Company based on the actual funds raised under the IPO offer of $5,318,639.04, following completion of the capital raising under the Prospectus.

	Tymlez Group Limited 30/6/18 - section 7.5.3	Proforma transactions	Impact of offer	Total proforma
			A$	A$
Current assets
Cash and cash equivalents(1)	661,598	653,800	4,775,663	6,091,061
Trade and other receivables	261,919	-	-	261,919
Other assets	58,033	-	-	58,033
Total current assets	981,550	653,800	4,775,663	6,411,013
Non-current assets
Property plant and equipment	60,139	-	-	60,139
Intangible assets	1,267,943	-	-	1,267,943
Total non-current assets	1,328,082	-	-	1,328,082
Total assets	2,309,632	653,800	4,775,663	7,739,095
Current liabilities
Trade and otherpayables(2a)	674,083	(210,488)	-	463,595
Borrowings(2b)	-	-	-	-
Employee benefits	2,333	-	-	2,333
Other liabilities	194,349	-	-	194,349
Total current liabilities	870,765	(210,488)	-	660,277
Total liabilities	870,765	(210,488)	-	660,277
Net Assets	1,438,867	864,288	4,775,663	7,078,818
Equity
Issued capital(3)	9,332,533	883,161	4,998,129	15,213,823
Reserves(4)	(6,343,889)	-	254,800	(6,089,089)
Retained earnings(5)	(1,549,777)	(18,873)	(477,266)	(2,045,916)
Total equity	1,438,867	864,288	4,775,663	7,078,818

Note 1 – Cash and cash equivalents

	A$
Audited as at 30 June 2018	661,598
Pro forma transactions:
Proceeds from issue of convertible notes(a)	700,000
Cashpayments convertible notes costs(a)	(46,200)
Pro-forma transactions subtotal	653,800
Proceeds from shares issued under the Offer(f)	5,318,639
Cashpayments Offer costs(f)	(542,976)
Impact of Offer subtotal	4,775,663
Closing balance	6,091,061

Note 2a – Trade & other payables

	A$
Audited as at 30 June 2018	674,083
Pro forma transactions:
Conversion ofpayables to shares(d)	(210,488)
Pro-forma transactions subtotal	(210,488)

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463,595

Closing balance

Note 2b – Borrowings

	A$
Audited as at 30 June 2018	-
Pro forma transactions:
Convertible notes issued(a)	700,000
Interestpayable on convertible note(b)	6,168
Conversion of notes to shares(c)	(706,168)
Pro-forma transactions subtotal	-
Closing balance	-

Note 3 – Issued capital

	A$
Audited as at 30 June 2018	9,332,533
Shares issued on conversion of convertible notes(c)	706,168
Shares issued to settle outstandingtradepayables(d)	210,488
Capital raisingcosts incurred net of tax effect(a)	(33,495)
Pro-forma transactions subtotal	883,161
Shares issued under the Offer(f)	5,318,639
Capital raisingcosts incurred net of tax effect(e)(ii), (f)	(1,258,247)
Shares issued to lead manager as share based payment for transaction costs(e)(ii), (f)	937,737
Impact of Offer subtotal	4,998,129
Closing balance	15,213,823

Note 4 – Reserves

	A$
Audited as at 30 June 2018	(6,343,889)
Adjustment to reserves from variation to share purchase agreement (e)(i)	-
Pro-forma transactions subtotal	-
Optionsissued toleadmanager(e)(ii)	254,800
Impact of Offer subtotal	254,800
Closing balance	(6,089,089)

Note 5 – Accumulated losses

	A$
Audited as at 30 June 2018	(1,549,777)
Pro forma transactions:
Interest expense for convertible notes(b)	(6,168)
Deferred tax asset expensed(a)	(12,705)
Pro-forma Transactions subtotal	(18,873)
Deferred tax asset expensed(e)(ii), (f)	(477,266)
Impact of Offer subtotal	(477,266)
Pro forma total	(2,045,916)

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8. Updated Statement of Commitments

The following is the statement of commitments based on the actual funds raised under the IPO offer of $5,318,639.04, following completion of the capital raising under the Prospectus.

The Company intends to apply funds raised from the IPO offer over the first two years following admission of the Company to the official list of the ASX as follows:

Use of Funds	Amount(A$)	%
Marketingand Sales1	$1,000,000	18.80%
Product Development2	$2,000,000	37.60%
Expansion in Asia-Pacific and USA3	$1,500,000	28.20%
WorkingCapital	$818,639.04	15.39%
Total	$5,318,639.04	100%

Notes:

1. This includes costs associated with expanding the Group’s internal marketing team and organising marketing events, procuring digital advertising and engaging sales consultants and client trainers. For more information please refer to Section 2.7(A) of the Prospectus.

2. This includes costs associated with development of updated versions of the Tymlez Platform, general maintenance of the Tymlez Platform and developing generic versions of the Tymlez Platform with specific functionalities. For more information please refer to Section 2.7(B) of the Prospectus.

3. This includes costs associated with implementing marketing strategies and employing sales personnel in these regions, as well as expenses relating to travel and legal, accounting and corporate advisory. For more information please refer to Section 2.7(C) of the Prospectus.

The above table is a statement of current intentions as at the date of this announcement. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

9. Additional information for release to the market

The Company has separately provided ASX with copies of the following documents for release to the market:

• (a) the Company’s Appendix 1A and Information Form and Checklist;

• (b)

• the Prospectus;

• (c)

• the Company’s constitution;

• (d) the Company’s audited accounts for the full year ended 31 December 2017 and reviewed accounts for the half year ended 30 June 2018;

• (e) the audited accounts for Tymlez Holding B.V. for the full year ended 31 December 2017 and the year ended 31 December 2016;

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• (f) the full terms and conditions of the employee share option plan;

• (g) the full terms and conditions of the options to be issued; and

• (h) the Company’s securities trading policy.

For and on behalf of the Board of Directors,

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Justyn Stedwell Tymlez Group Limited Company Secretary