OPENLEARNING LIMITED — Share Issue/Capital Change 2021

Nov 28, 2021

Application for quotation of +securities

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Announcement Summary

Entity name

OPENLEARNING LIMITED

Announcement Type

New announcement

Date of this announcement

Monday November 29, 2021

The +securities to be quoted are:

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+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

Total number of +securities to be quoted

ASX +security		Number of +securities to
code	Security description	be quoted	Issue date
OLL	ORDINARY FULLY PAID	33,333,333	29/11/2021

Refer to next page for full details of the announcement

Application for quotation of +securities

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Application for quotation of +securities

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Part 1 - Entity and announcement details

1.1 Name of entity

OPENLEARNING LIMITED

We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.

1.2 Registered number type

ACN

Registration number 635890390

1.3 ASX issuer code

OLL

1.4 The announcement is

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New announcement

1.5 Date of this announcement

29/11/2021

Application for quotation of +securities

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Application for quotation of +securities

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Part 2 - Type of Issue

2.1 The +securities to be quoted are:

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+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

Previous Appendix 3B details:

Announcement Date and Announcement Title Selected Appendix 3B to submit quotation Time request 26-Nov-2021 09:47 New - Proposed issue of securities - A placement or other type of issue OLL

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?

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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

6,422,908 placement options.

Application for quotation of +securities

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Application for quotation of +securities

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Part 3A - number and type of +securities to be quoted where issue has previously been notified to ASX in an Appendix 3B

Placement Details

ASX +security code and description OLL : ORDINARY FULLY PAID

Issue date

29/11/2021

Distribution Schedule

Provide a distribution schedule for the new +securities according to the categories set out in the left hand column - including the number of recipients and the total percentage of the new +securities held by the recipients in each category.

		Total percentage of +securities held
Number of +securities held	Number of holders	For example, to enter a value of 50%
		please input as 50.00
1 - 1,000		%
1,001 - 5,000		%
5,001 - 10,000		%
10,001 - 100,000		%
100,001 and over		%

Application for quotation of +securities

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Application for quotation of +securities

Issue details

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Number of +securities to be quoted
31,182,796
Are the +securities being issued for a cash consideration?
Yes
In what currency is the cash consideration being paid? What is the issue price per +security?
AUD - Australian Dollar AUD 0.09300000
Any other information the entity wishes to provide about the +securities to be quoted
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	ASX +security code and description
	OLL : ORDINARY FULLY PAID
	Issue date
	29/11/2021
	Distribution Schedule
	Provide a distribution schedule for the	new +securities according	to the categories set out in the left hand column -
	including the number of recipients and	the total percentage of the	new +securities held by the recipients in each
	category.
			Total percentage of +securities held
	Number of +securities held	Number of holders	For example, to enter a value of 50%
			please input as 50.00
	1 - 1,000		%
	1,001 - 5,000		%
	5,001 - 10,000		%
	10,001 - 100,000		%
	100,001 and over		%

Application for quotation of +securities

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Application for quotation of +securities

Issue details

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Number of +securities to be quoted

2,150,537

Are the +securities being issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

The shares are facilitation shares being issued to certain nominees of the placement investor in connection with the placement.

Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted

0.090000

Any other information the entity wishes to provide about the +securities to be quoted

Application for quotation of +securities

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Application for quotation of +securities

Part 4 - Issued capital following quotation

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Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application)

	Total number of
ASX +security code and description	+securities on issue
OLL : ORDINARY FULLY PAID	174,255,246
OLLN : ORDINARY FULLY PAID DEFERRED	32,893,053

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
OLLAA : ORDINARY FULLY PAID RESTRICTED	23,103,054
OLLAAL : PERFORMANCE RIGHTS	950,000
OLLAAJ : PERFORMANCE RIGHTS RESTRICTED	2,750,000
OLLAAF : OPTION EXPIRING 09-DEC-2021 RESTRICTED	2,583,089
OLLAAG : OPTION EXPIRING 09-DEC-2022 RESTRICTED	5,000,000
OLLAAH : OPTION EXPIRING 09-DEC-2022 RESTRICTED	2,793,333
OLLAAI : OPTION EXPIRING 09-DEC-2021 EX $0.20	25,104,387
OLLAAM : OPTION EXPIRING 27-APR-2025 EX $0.30	1,000,000
OLLAAN : OPTION EXPIRING 31-AUG-2024 EX $0.30	250,000

Application for quotation of +securities

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