NUTRITIONAL GROWTH SOLUTIONS LTD — Capital/Financing Update 2021

Aug 29, 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

30/8/2021

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
New class-code to be	Options exercisable at $0.27, expiring 2 years from the date	5,813,953
confirmed	of issue
New class-code to be	Options exercisable at $0.27, expiring 2 years from the date	5,000,000
confirmed	of issue
NGS	ORDINARY FULLY PAID	23,255,814

Proposed +issue date

6/9/2021

Refer to next page for full details of the announcement

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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

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New announcement

1.5 Date of this announcement

30/8/2021

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 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
+Security holder approval	29/10/2021	actual?	received/condition met?
		Estimated

Comments

AUD93,000 (432,558 shares) of the Placement is being subscribed for by Directors of the Company and as such will be subject to shareholder approval under Listing Rule 10.11.

The Placement also consists of Free Attaching Options on a 1 Option for every 4 Shares issued basis. The Free Attaching Options are subject to shareholder approval.

As consideration for the Lead Manager's corporate advisory services they will be issued with 1 Option (on the same terms as the Free Attaching Options) on the basis of 1 Option for every AUD1 raised. These Options are subject to shareholder approval.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

NGS : ORDINARY FULLY PAID

Number of +securities proposed to be issued

23,255,814

Offer price details

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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 0.21500

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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

TBC

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No

ASX +security code +Security description

New class-code to be confirmed Options exercisable at $0.27, expiring 2 years from the date of issue

+Security type

Options

Number of +securities proposed to be issued

5,813,953

Offer price details

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

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Please describe the consideration being provided for the +securities

The Options are Free Attaching Options being issued on a 1 Option for every 4 Placement Shares basis.

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

AUD - Australian Dollar

Exercise price Expiry date AUD 0.2700

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 (ASX:NGS)

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 class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? New class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

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

TBC

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? No

Will the entity be seeking quotation of the 'new' class of +securities on ASX? Yes

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ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.27, expiring 2 years from the date of issue +Security type Options Number of +securities proposed to be issued 5,000,000 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 The Options are being issued as part consideration of the Lead Manager's Placement fees on a 1 Options for every $1 raised basis. 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 0.2700 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 (ASX:NGS) 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.

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Part 7C - Timetable

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7C.1 Proposed +issue date

6/9/2021 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? 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? 13,341,376 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)? Yes 7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? 9,481,880

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate The Company considered the Placement, compared to other types of capital raising (where existing ordinary shareholders would have been eligible to participate), was the most efficient and expedient method of raising funds. If the Company conducts a further capital raising in the future, it will continue to consider all options, including those where existing ordinary shareholders would have been eligible to participate.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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? Yes

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

Baker Young Limited

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

A capital raising fee of 6% of the capital raised.

A corporate advisory fee of 1 Option for every $1 raised (5,000,000 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

To accelerate global growth initiatives including, sales and marketing activities in the United States and China, inventory investment to support increasing sales demand, and fund clinical trials.

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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