NUTRITIONAL GROWTH SOLUTIONS LTD — Share Issue/Capital Change 2025

May 12, 2025

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Announcement Summary

Entity name

NUTRITIONAL GROWTH SOLUTIONS LTD

Date of this announcement

Tuesday May 13, 2025

The +securities the subject of this notification are:

+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	CONVERTIBLE NOTES EX BETWEEN $0.03 and	1,000,000	12/05/2025
to be confirmed	$0.025 EXPIRING 2 YEARS FROM ISSUE DATE

Refer to next page for full details of the announcement

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity 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 notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type Registration number ARBN 642861774

1.3 ASX issuer code

NGS

1.4 The announcement is

New announcement

1.5 Date of this announcement

13/5/2025

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX

Previous Appendix 3B details:

Announcement Date and Announcement Title Selected Appendix 3B to submit quotation Time request 09-May-2025 19:21 Update - Update - Proposed issue of A placement or other type of issue securities - NGS

2.3a.2 Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B?

Yes

2.3a.3 Please provide details of the further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B

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 4 cents per option and expiring 3 years after their issue date and a maximum of 12 million options to the lead manager exercisable at 4 cents per option and expiring 3 years from their issue date.

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Part 3A - number and type of +securities the subject of this notification (existing class or new class) where issue has previously been notified to ASX in an Appendix 3B

Placement Details ASX +security code and description new unquoted class of security Date the +securities the subject of this notification were issued 12/5/2025 Any other information the entity wishes to provide about the +securities the subject of this notification

Issue details

Number of +securities 1,000,000 Were the +securities issued for a cash consideration? Yes In what currency was the cash consideration being What was the issue price per +security? paid? AUD - Australian Dollar AUD 1.00000000

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Part 3C - number and type of +securities the subject of this notification (new class)

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----- Start of picture text -----

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 ISIN code
+Convertible debt securities
Date the +securities the subject of this notification were issued
12/5/2025
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under
listing rule 6.1?
No
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being
issued.
A summary of the material terms of the notes are set out the announcement dated 28 April 2025 - https://ngsolutions.co/in
vestor-centre/
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+Convertible debt securities Details

Type of +security Convertible note or bond +Security currency Face value Interest rate type AUD - Australian Dollar AUD 1.00000000 Fixed rate Frequency of coupon/interest payments per year First interest payment date Annual 14/7/2025 Interest rate per annum Is the interest rate per annum estimated at this time? Yes 15.00 % If the interest rate per annum is estimated, then what is the date for 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 (i.e. no maturity)? Maturity date No 12/5/2027 Select other feature(s) 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)?

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No

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

NGS : ORDINARY FULLY PAID

Any other information the entity wishes to provide about the +securities the subject of this notification

Issue details

Number of +securities

1,000,000

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of the entity will comprise:

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
NGSOA : OPTION EXPIRING 31-AUG-2026	8,000,004
NGS : ORDINARY FULLY PAID	135,482,824
4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
NGSAN : EMP OPTIONS EX VARIOUS DATES EX VARIOUS PRICES	660,417
NGSAH : OPTION EXPIRING 23-OCT-2025 EX $2.00	2,000,000
NGSAJ : OPTION EXPIRING 31-DEC-2025 EX $0.10	557,145
NGSAV : OPTION EXPIRING 19-JUL-2027 EX $0.04	750,000
New class - code to be confirmed : CONVERTIBLE NOTES EX BETWEEN $0.03 and	1,000,000
$0.025 EXPIRING 2 YEARS FROM ISSUE DATE

4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)

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