ORCODA LIMITED — Capital/Financing Update 2021

Feb 11, 2021

Proposed issue of securities

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Announcement Summary

Entity name

ORCODA LIMITED

Announcement Type

New announcement

Date of this announcement

Friday February 12, 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 ODA ORDINARY FULLY PAID 8,400,000

Proposed +issue date

Friday February 12, 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

ORCODA LIMITED

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.

1.2 Registered Number Type

ABN

Registration Number

86009065650

1.3 ASX issuer code

ODA

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday February 12, 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 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Thursday January 28, 2021 Actual Yes

Comments

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? No

Details of +securities proposed to be issued

ASX +security code and description

ODA : ORDINARY FULLY PAID

Number of +securities proposed to be issued

8,400,000

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 acquisition of IP Assets and vehicles described in detail in the Notice of Meeting for the AGM held on 21 January 2021, in the Explanatory Memorandum with regards to resolutions 7.1 - 7.3.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

0.160000

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

Part 7C - Timetable

7C.1 Proposed +issue date

Friday February 12, 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?

925,000

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? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? Yes

7D.3a Please enter, the number and +class of the +restricted securities and the date from which they will cease to be +restricted securities

7,475,000 fully paid ordinary shares, held under ASX mandated restriction on the basis that the acquired assets were deemed classified assets. The ASX restriction will expire 12 months from the date of issue, being no later than 12 February 2022.

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7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

The above 7,475,000 fully paid ordinary shares are also voluntarily escrowed between each party and the Company, to have expired by 12 February 2022, and each holder has agreed that the Company direct the share registry place a 12-month holding lock on the same above (restricted and escrowed) securities, which has occured.

Part 7E - Fees and expenses

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

Part 7F - Further Information

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

To acquire the IP assets and vehicles (including attaching rights), as detailed for resolutions 7.1 - 7.3 in the explanatory memorandum of the Company's Notice of Meeting for its 2020 AGM held on 28 January 2021.

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

No.

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