NUTRITIONAL GROWTH SOLUTIONS LTD — Capital/Financing Update 2021

Jan 28, 2021

Proposed issue of securities

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Announcement Summary

Entity name

NUTRITIONAL GROWTH SOLUTIONS LTD

Announcement Type

New announcement

Date of this announcement

Friday January 29, 2021

The Proposed issue is:

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A placement or other type of issue

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
n/a	Unlisted Options exercisable at $0.26, vesting evenly on a	500,000
	monthly basis, commencing 1 July 2021
Proposed +issue date
Monday February 1, 2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

NUTRITIONAL GROWTH SOLUTIONS LTD

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.

1.2 Registered Number Type

ARBN

Registration Number

642861774

1.3 ASX issuer code

NGS

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday January 29, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Unlisted Options exercisable at $0.26, vesting evenly on a monthly basis, commencing 1 July 2021

+Security type

Options

Number of +securities proposed to be issued

500,000

Offer price details

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Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
Nil
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
No
If some of the issued +securities do not rank equally
Is the actual date from which the +securities will rank equally (non-ranking
end date) known?
No
Provide the estimated non-ranking end period
1 July 2023
Please state the extent to which the +securities do not rank equally:
In relation to the next dividend, distribution or interest payment; or
For any other reason
The Options do not have any voting rights or rights to achieve dividends.
Following the exercise of the Options and the conversion into ordinary shares , those ordinary shares will rank equally with
existing fully paid ordinary shares (including the right to vote and receive dividends).
Options details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 0.2600 Tuesday January 14, 2031
Details of the type of +security that will be issued if the option is exercised
NGS : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
One fully paid ordinary share for every one option exercised
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.
Options issued under the Company's ESOP exercisable at $0.26 vesting evenly on a monthly basis, commencing 1 July
2021.
https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02300482-6A1003851?access_token=8
3ff96335c2d45a094df02a206a39ff4
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Part 7C - Timetable

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7C.1 Proposed +issue date

Monday February 1, 2021

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? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? No

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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? No

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

Part 7F - Further Information

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

The Options are being issued as an Incentive to an employee under the Company's ESOP

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

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