NUTRITIONAL GROWTH SOLUTIONS LTD — Capital/Financing Update 2025

Apr 27, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

NUTRITIONAL GROWTH SOLUTIONS LTD

Announcement Type

New announcement

Date of this announcement

28/4/2025

The Proposed issue is:

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 EX BETWEEN $0.03 and $0.025	1,000,000
confirmed	EXPIRING 2 YEARS FROM ISSUE DATE
New class-code to be	OPTIONS EX AT $0.04 EXPIRING 3 YEARS FROM ISSUE	40,000,000
confirmed	DATE
New class-code to be	OPTIONS EX AT $0.04 EXPIRING 3 YEARS FROM ISSUE	12,000,000
confirmed	DATE

Proposed +issue date

11/8/2025

Refer to next page for full details of the announcement

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Appendix 3B - Proposed issue of securities

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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

New announcement

1.5 Date of this announcement

28/4/2025

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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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? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 31/7/2025 Estimated No

Comments

Shareholder approval will be sought for the purpose of Listing Rule 7.1 for the conversion of the convertibles notes into a maximum of 40 million fully paid ordinary shares and a maximum of 40 million attaching options exercisable at 0.04 cents per option and expiring 3 years after their issue date and a maximum of 12 million options to the lead manager exercisable at 0.04 per option and expiring 3 years from their issue date.

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 do not have +CDIs issued over them)

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 No ASX +security code +Security description New class-code to be confirmed CONVERTIBLE NOTES EX BETWEEN $0.03 and $0.025 EXPIRING 2 YEARS FROM ISSUE DATE

+Security type

+Convertible debt securities

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Appendix 3B - Proposed issue of securities

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Number of +securities proposed to be issued

1,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes 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 14/7/2025 Interest rate per annum Is the interest rate per annum If the interest rate per annum is estimated at this time? estimated, then what is the date for 10.00000 % Yes this information to be announced to the market (if known) 14/7/2025

s128F of the Income Tax Assessment Act status applicable to the +security Not applicable Is the +security perpetual (ie. no Maturity date maturity date)? 5/5/2027 No

Select other features applicable to the +security None of the above

Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? No

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Appendix 3B - Proposed issue of securities

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

NGS : ORDINARY FULLY PAID

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

Between 33,333,333 and 40,000,000 fully paid ordinary shares

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.

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 do not have +CDIs issued over them) 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? Yes No ASX +security code +Security description New class-code to be confirmed OPTIONS EX AT $0.04 EXPIRING 3 YEARS FROM ISSUE DATE +Security type Options

Details of +securities proposed to be issued

Number of +securities proposed to be issued

40,000,000 Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Nil consideration as attaching options to the convertible notes.

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?

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Appendix 3B - Proposed issue of securities

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Yes

Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0400 11/8/2028 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 40,000,000 fully paid ordinary shares 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. 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 do not have +CDIs issued over them)

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
No
ASX +security code	+Security description
New class-code to be confirmed	OPTIONS EX AT $0.04 EXPIRING 3 YEARS FROM ISSUE DATE
+Security type
Options
Number of +securities proposed to be	issued
12,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No

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Appendix 3B - Proposed issue of securities

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Please describe the consideration being provided for the +securities

30% of the Placement amount as part consideration for services provided as lead Manager /broker for the Placement of Convertibles Notes.

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? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0400 11/8/2028 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 12,000,000 fully paid ordinary shares 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.

Part 7C - Timetable

7C.1 Proposed +issue date 11/8/2025

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? Yes 7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 31/7/2025 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

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Appendix 3B - Proposed issue of securities

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

GBA Capital Pty Ltd (ABN 51 643 039 123)

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

• Capital raising fee equal to 6.0% of the Proceeds plus GST.

• Lead manager Options: Lead manager options equal to 30% of the attaching placement options issued under the offer. The terms of the options are the same as the attaching placement options.

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

The purpose is to purchase inventory for retail expansion, working capital and settlement of outstanding creditors and to pay for transactions costs.

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

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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