NUTRITIONAL GROWTH SOLUTIONS LTD — Capital/Financing Update 2024

Jan 30, 2024

Proposed issue of securities

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Announcement Summary

Entity name

NUTRITIONAL GROWTH SOLUTIONS LTD

Announcement Type

New announcement

Date of this announcement

31/1/2024

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
New class-code to be	Convertible Notes	400,000
confirmed

Proposed +issue date

6/2/2024

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.

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

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

31/1/2024

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 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? 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 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 Convertible Notes 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 Convertible Notes No No
New class-code to be confirmed	Convertible Notes

+Security type

+Convertible debt securities

Number of +securities proposed to be issued

400,000

Offer price details

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

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In what currency is the cash	What is the issue price per
consideration being paid?	+security?
AUD - Australian Dollar	AUD 1.00000

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

+Convertible debt securities details

These securities are:	Type of security
Convertible	Convertible note or bond
+Security currency	Face value
AUD - Australian Dollar	AUD 1.0000
Interest rate type
Fixed rate
Frequency of coupon/interest	First interest payment date
payments per year
Annual
	6/2/2025
Interest rate per annum	Is the interest rate per annum
12.00000 %	estimated at this time? No
s128F of the Income Tax Assessment
Act status applicable to the +security
s128F exemption status unknown
Is the +security perpetual (ie. no	Maturity date
maturity date)? No	6/2/2027
Select other features applicable to
the +security
Redeemable
Is there a first trigger date on which a
right of conversion, redemption, call
or put can be exercised (whichever is
first)?
No

Details of the type of +security that will be issued if the securities are converted, transformed or exchanged

NGS : ORDINARY FULLY PAID

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Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

The number of Shares is determined by dividing the Outstanding Amount (Face Value and accrued interest) by a 20% discount to the price per Share achieved at the next capital raise.

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.

https://announcements.asx.com.au/asxpdf/20240131/pdf/05zxrw8xy1x88r.pdf

Part 7C - Timetable

7C.1 Proposed +issue date

6/2/2024

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? 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? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

400,000 Convertible Notes

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?

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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

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

For working capital to support sales growth and sales channel expansion as the Company continues to advance towards being cash flow positive.

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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