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QORIA LIMITED Share Issue/Capital Change 2021

Apr 20, 2021

65649_rns_2021-04-20_31ac3029-921e-4332-b87f-f7951c9d3fad.pdf

Share Issue/Capital Change

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Appendix 3G

Notification of issue, conversion or payment up of equity +securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public. If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers. *Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Questionno Question Answer
1.1 *Name of entityWe (the entity here named) give notice of the issue,conversion or payment up of the following unquoted+securities. Family Zone Cyber Safety Limited
1.2 *Registration type and numberPlease supply your ABN, ARSN, ARBN, ACN oranother registration type and number (if you supplyanother registration type, please specify both the typeof registration and the registration number). 33 167 509 177
1.3 *ASX issuer code FZO
1.4 *This announcement isTick whichever is applicable. ☒A new announcement☐An update/amendment to a previousannouncement☐A cancellation of a previousannouncement
1.4a *Reason for updateMandatory only if "Update" ticked in Q1.4 above. Areason must be provided for an update. N/A
1.4b *Date of previous announcement to thisupdateMandatory only if "Update" ticked in Q1.4 above. N/A
1.4c *Reason for cancellationMandatory only if "Cancellation" ticked in Q1.4 above. N/A
1.4d *Date of previous announcement to thiscancellationMandatory only if "Cancellation" ticked in Q1.4 above. N/A
1.5 *Date of this announcement 21 April 2021

Part 2 – Type of issue

QuestionNo. Question Answer
2.1 *The +securities the subject of thisnotification are:Select whichever item is applicable.If you wish to notify ASX of different types of issuesof securities, please complete a separate Appendix3G for each type of issue. ☐+securities issued as a result of optionsbeing exercised or other +convertible☐+securities being converted and that arenot to be quoted on ASX☐partly paid +securities that have been fullypaid up and that are not to be quoted onASX☒+securities issued under an +employeeincentive scheme that are not beingimmediately quoted on ASX☐other[please specify]
If you have selected 'other' please provide thecircumstances of the issue here:
2.2a.1 Please state the number and type ofoptions that were exercised or other+convertible securities that wereconverted (including their ASX securitycode if available)?Answer this question if your response to Q2.1 is"securities issued as a result of options beingexercised or other convertible securities beingconverted and that are not to be quoted on ASX". N/A
2.2a.2 And the date the options were exercisedor other +convertible securities wereconverted:Answer this question if your response to Q2.1 is"securities issued as a result of options beingexercised or other convertible securities beingconverted and that are not to be quoted on ASX".Note: If this occurred over a range of dates, enterthe date the last of the options was exercised orconvertible securities was converted. N/A
2.2b.1 Please state the number and type ofpartly paid +securities that were fully paidup (including their ASX +security code ifavailable)?Answer this question if your response to Q2.1 is"partly paid securities that have been paid up andthat are not to be quoted on ASX". N/A
2.2b.2 And the date the +securities were fullypaid up:Answer this question if your response to Q2.1 is"partly paid securities that have been paid up andthat are not to be quoted on ASX".Note: If this occurred over a range of dates, enterthe date the last of the securities was fully paid up. N/A
2.2c.1Please state the number and type of200,000 Employee Performance Rights (ASX+securities (including their ASX securityCode – FZOAT)code) issued under an +employeeincentive scheme that are not beingimmediately quoted on ASXAnswer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".2.2c.2*Please attach a document or provide44nwbp3fv9blgh.pdf (asx.com.au)details of a URL link for a documentlodged with ASX detailing the terms ofSchedule 1 – Summary of Planthe +employee incentive scheme or asummary of the terms.Answer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".2.2c.3*Are any of these +securities beingNoissued to +key management personnel(KMP) or an +associateAnswer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".2.2c.3.a*Provide details of the recipients and the number of +securities issued to each of them.Answer this question if your response to Q2.1 is "securities issued under an employee incentive scheme that arenot being immediately quoted on ASX" and your response to Q2.2c.3 is "Yes". Repeat the detail in the tablebelow for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of theKMP or insert "Same" in "Name of registered holder". If the securities are being issued to an associate of a KMP,insert the name of the associate in "Name of registered holder".Name of KMPName of registered holderNumber of +securities*The purpose(s) for which the entity is2.2d.1☐to raise additional working capitalissuing the securities is:☐to fund the retirement of debtAnswer this question if your response to Q2.1 is☐to payfor the acquisition of an asset"Other".[provide details below]You may select one or more of the items in the list.☐to pay for services rendered[provide details below]☐other [provide details below]Additional details:2.2d.2Please provide any further informationneeded to understand the circumstances inwhich you are notifying the issue of these+securities to ASX, including why the issueof the +securities has not been previously
Appendix 3BAnswer this question if your response to Q2.1 is"Other". announced to the market in an
2.3 *The +securities being issued are:Tick whichever is applicable ☒Additional +securities in an existingunquoted class that is already recordedby ASX ("existing class")
☐New +securities in an unquotedclass thatis not yet recorded by ASX ("new class")

Part 3A – number and type of +securities being issued (existing class)

QuestionNo. Question Answer
3A.1 *ASX +security code & description FZOAT – Performance Rights
3A.2 *Number of +securities being issued 200,000 Employee Performance Rights
3A.3a *Will the +securities being issued rankequally in all respects from their issue datewith the existing issued +securities in thatclass? Yes
3A.3b *Is the actual date from which the+securities will rank equally (non-rankingend date) known?Answer this question if your response to Q3A.3a is"No". N/A
3A.3c *Provide the actual non-ranking end dateAnswer this question if your response to Q3A.3a is"No" and your response to Q3A.3b is "Yes". N/A
3A.3d *Provide the estimated non-ranking endperiodAnswer this question if your response to Q3A.3a is"No" and your response to Q3A.3b is "No". N/A
3A.3e *Please state the extent to which the+securities do not rank equally:in relation to the next dividend,distribution or interest payment; orfor any other reasonAnswer this question if your response to Q3A.3a is"No".For example, the securities may not rank at all, or on apro rata basis for the next dividend, distribution orinterest payment; or the securities may not rank at allor on a pro rata basis or be entitled to participate insome other event, such as an entitlement issue. N/A

Answer the questions in this part if your response to Q2.3 is "existing class".

Part 3B – number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is "new class".

QuestionNo. Question Answer
3B.1 *Security description N/A
3B.2 *Security type ☐Ordinary fully or partly paid shares/units
Select one item from the list ☐Options
Please select the most appropriate security type fromthe list. This will determine more detailed questions to ☐+Convertible debt securities
be asked about the security later in this section. Select ☐Non-convertible +debt securities
"ordinary fully or partly paid shares/units" for stapledsecurities or CDIs. For interest rate securities, please ☐Redeemable preference shares/units
select the appropriate choice from either "Convertibledebt securities" or "Non-convertible debt securities". ☐Other
Select "Other" for performance shares/units andperformance options/rights or if the selections available
in the list do not appropriately describe the security
being issued.
3B.3 ISIN codeAnswer this question if you are an entity incorporated N/A
outside Australia and you are issuing a new class of
securities other than CDIs. See also the note at the topof this form.
3B.4 *Number of +securities being issued
3B.5a *Will all the +securities issued in this class
rank equally in all respects from the issue
date?
3B.5b *Is the actual date from which the+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q3B.5a is"No".
3B.5c *Provide the actual non-ranking end date N/A
Answer this question if your response to Q3B.5a is"No" and your response to Q3B.5b is "Yes".
3B.5d *Provide the estimated non-ranking endperiod
Answer this question if your response to Q3B.5a is"No" and your response to Q3B.5b is "No".
3B.5e *Please state the extent to which the+securities do not rank equally:
in relation to the next dividend,distribution or interest payment; or
for any other reason
Answer this question if your response to Q3B.5a is"No".
For example, the +securities may not rank at all, or ona pro rata basis for the next dividend, distribution or
interest payment; or the +securities may not rank at allor on a pro rata basis or be entitled to participate in
some other event, such as an entitlement issue.
3B.6 Please attach a document or provide a URL
link for a document lodged with ASX settingout the material terms of the +securities
being issued
You may cross reference a disclosure document, PDS,
information memorandum, investor presentation orother announcement with this information provided it
has been released to the ASX Market AnnouncementsPlatform.
3B.7 *Have you received confirmation from ASXthat the terms of the +securities areappropriate and equitable under listing rule6.1?
Answer this question only if you are an ASX Listing.(ASX Foreign Exempt Listings and ASX Debt Listingsdo not have to answer this question).
If your response is "No" and the securities have anyunusual terms, you should approach ASX as soon aspossible for confirmation under listing rule 6.1 that theterms are appropriate and equitable.
3B.8a Ordinary fully or partly paid shares/units details
Answer the questions in this section if you selected this security type in your response to Question 3B.2.
*+Security currency N/A
This is the currency in which the face amount of anissue is denominated. It will also typically be thecurrency in which distributions are declared.
*Will there be CDIs issued over the+securities? Yes or No
*CDI ratio X:Y
Answer this question if you answered "Yes" to theprevious question. This is the ratio at which CDIs canbe transmuted into the underlying security (e.g. 4:1means 4 CDIs represent 1 underlying securitywhereas 1:4 means 1 CDI represents 4 underlyingsecurities).
*Is it a partly paid class of +security? Yes or No
*Paid up amount: unpaid amount X:Y
Answer this question if answered "Yes" to theprevious question.
The paid up amount represents the amount ofapplication money and/or calls which have been paidon any security considered 'partly paid'
The unpaid amount represents the unpaid or yet to becalled amount on any security considered 'partlypaid'.
The amounts should be provided per the securitycurrency (e.g. if the security currency is AUD, then thepaid up and unpaid amount per security in AUD).
*Is it a stapled +security? Yes or No
This is a security class that comprises a number ofordinary shares and/or ordinary units issued byseparate entities that are stapled together for thepurposes of trading.
3B.8b Option details
Answer the questions in this section if you selected this security type in your response to Question 3B.2.
*+Security currency
This is the currency in which the exercise price ispayable.
*Exercise price
The price at which each option can be exercised andconvert into the underlying security. If there is noexercise price please answer as $0.00.
The exercise price should be provided per thesecurity currency (i.e. if the security currency is AUD,the exercise price should be expressed in AUD).
*Expiry dateThe date on which the options expire or terminate.
*Details of the number and type of+security (including its ASX +security codeif the +security is quoted on or recorded byASX) that will be issued if an option isexercisedFor example, if the option can be exercised to receiveone fully paid ordinary share with ASX security codeABC, please insert "One fully paid ordinary share
(ASX:ABC)".
3B.8c Details of non-convertible +debt securities, +convertible debt securities, or
redeemable preference shares/unitsAnswer the questions in this section if you selected one of these security types in your response to Question
3B.2.Debt and Hybrid Securities" for further information on certain terms used in this section Refer to Guidance Note 34 and the "Guide to the Naming Conventions and Security Descriptions for ASX Quoted
*Type of +security ☐Simple corporate bond
Select one item from the list ☐Non-convertible note or bond
☐Convertible note or bond
☐Preference share/unit
☐Capital note
☐Hybrid security
☐Other
*+Security currency
This is the currency in which the face value of thesecurity is denominated. It will also typically be thecurrency in which interest or distributions are paid.
Face value
This is the principal amount of each security.
The face value should be provided per the securitycurrency (i.e. if security currency is AUD, then theface value per security in AUD).
*Interest rate type ☐Fixed rate
Select one item from the list ☐Floating rate
Select the appropriate interest rate type per the termsof the security. Definitions for each type are provided ☐Indexed rate
in the Guide to the Naming Conventions and SecurityDescriptions for ASX Quoted Debt and Hybrid ☐Variable rate
Securities ☐Zero coupon/no interest
☐Other
Frequency of coupon/interest payments ☐Monthly
per year ☐Quarterly
Select one item from the list. ☐Semi-annual
☐Annual
☐No coupon/interest payments
☐Other
First interest payment dateA response is not required if you have selected "Nocoupon/interest payments" in response to thequestion above on the frequency of coupon/interestpayments
Interest rate per annumAnswer this question if the interest rate type is fixed. % p.a.
*Is the interest rate per annum estimatedat this time?Answer this question if the interest rate type is fixed. Yes or No
If the interest rate per annum is estimated,then what is the date for this information tobe announced to the market (if known)Answer this question if the interest rate type is fixed
and your response to the previous question is "Yes".Answer "Unknown" if the date is not known at thistime.
*Does the interest rate include a referencerate, base rate or market rate (e.g. BBSWor CPI)?Answer this question if the interest rate type is floating Yes or No
or indexed*What is the reference rate, base rate ormarket rate?
Answer this question if the interest rate type is floatingor indexed and your response to the previousquestion is "Yes".
*Does the interest rate include a marginabove the reference rate, base rate ormarket rate?Answer this question if the interest rate type is floatingor indexed. Yes or No
*What is the margin above the referencerate, base rate or market rate (expressedas a percent per annum) % p.a.
Answer this question if the interest rate type is floatingor indexed and your response to the previousquestion is "Yes".
*Is the margin estimated at this time?Answer this question if the interest rate type is floatingor indexed. Yes or No
If the margin is estimated, then what is thedate for this information to be announcedto the market (if known)
Answer this question if the interest rate type is floatingor indexed and your response to the previousquestion is "Yes".
Answer "Unknown" if the date is not known at thistime.
*S128F of the Income Tax Assessment Actstatus applicable to the +security ☐s128F exempt☐Not s128F exempt
Select one item from the listFor financial products which are likely to give rise to apayment to which s128F of the Income TaxAssessment Act applies, ASX requests issuers toconfirm the s128F status of the security: ☐s128F exemption status unknown☐Not applicable
"s128F exempt" means interest payments are nottaxable to non-residents;
"Not s128F exempt" means interest payments aretaxable to non-residents;
"s128F exemption status unknown" means theissuer is unable to advise the status;
"Not applicable" means s128F is not applicable tothis security
*Is the +security perpetual (i.e. no maturitydate)? Yes or No
*Maturity dateAnswer this question if the security is not perpetual
*Select other features applicable to the ☐Simple
+security ☐Subordinated
Up to 4 features can be selected. Further informationis available in the Guide to the Naming Conventions ☐Secured
and Security Descriptions for ASX Quoted Debt andHybrid Securities. ☐Converting
☐Convertible
☐Transformable
☐Exchangeable
☐Cumulative
☐Non-Cumulative
☐Redeemable
☐Extendable
☐Reset
☐Step-Down
☐Step-Up
☐Stapled
☐None ofthe above
*Is there a first trigger date on which a rightof conversion, redemption, call or put canbe exercised (whichever is first)? Yes or No
*If yes, what is the first trigger dateAnswer this question if your response to the previousquestion is "Yes".
Details of the number and type of +security(including its ASX +security code if the+security is quoted on ASX) that will beissued if the securities to be quoted areconverted, transformed or exchangedAnswer this question if the security features include
"converting", "convertible", "transformable" or"exchangeable".For example, if the security can be converted into
1,000 fully paid ordinary shares with ASX securitycode ABC, please insert "1,000 fully paid ordinaryshare (ASX:ABC)".

Part 4 – Issue details

QuestionNo. Question Answer
4.1 *Have the +securities been issued yet? Yes
4.1a *What was their date of issue?Answer this question if your response to Q4.1 is"Yes". 21 April 2021
4.1b *What is their proposed date of issue?Answer this question if your response to Q4.1 is "No". N/A
4.2 *Are the +securities being issued for acash consideration?If the securities are being issued for nil cashconsideration, answer this question "No". No
4.2a *In what currency is the cash considerationbeing paidFor example, if the consideration is being paid inAustralian Dollars, state AUD.Answer this question if your response to Q4.2 is"Yes". N/A
4.2b *What is the issue price per +securityAnswer this question if your response to Q4.2 is "Yes"and by reference to the issue currency provided inyour response to Q4.2a.Note: you cannot enter a nil amount here. If thesecurities are being issued for nil cash consideration,answer Q4.2 as "No" and complete Q4.2c. N/A
4.2c Please describe the consideration beingprovided for the +securitiesAnswer this question if your response to Q4.2 is "No". The Performance Rights are being issuedto reward and incentive an employee forongoing commitment to the Company.No funds have been raised from this issue.

Part 5 – Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity. Restricted securities should be included in table 5.1.

5.1
*ASX +security code and description *Total number of +securities on issue
Performance Shares (ASX Code: FZOAE) 3,000,000
(Conversion ratio into Shares 1:1)
Class H Performance Shares 3,000,000
Options (ASX Code: FZOAD) 3,730,942
Advisor Options ($0.25, 11 Mar 2022) 250,000
Employee Options ($.18, 15 Mar 2022) 1,530,942
Employee options ($0.21, 29 April 2023) 500,000
Director options ($0.21, 7 July 2023) 1,000,000
Broker Options ($0.18, 7 July 2023) 450,000
Advisor Options ($0.18, 13 July 2023) 1,000,000
Advisor Options ($0.24, 13 July 2023) 1,200,000
Options (ASX Codes: FZOAF and FZOAG) 5,595,000
Options ($0.21, 8 Nov 2022) 2,595,000
Director Options ($0.21, 8 Nov 2022, subject tovesting conditions) 3,000,000
Performance Rights (ASX Code – FZOAT) 29,312,622
(Conversion ratio into Shares 1:1)
Class G Performance Rights 1,609,640
Remuneration Performance Rights 4,491,074
Employee Performance Rights 6,386,908
Executive Performance Rights 5,875,000
US Performance Rights 450,000
SP Performance Rights 6,000,000
Incentive Performance Rights 4,500,000

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

  • your response to Q2.1 is "Other"
QuestionNo. Question Answer
6.1 *Are the securities being issued underListing Rule 7.2 exception 131and thereforethe issue does not need any security holderapproval under Listing Rule 7.1?Answer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX". Yes
6.2 *Has the entity obtained, or is it obtaining,+security holder approval for the issueunder listing rule 7.1?Answer this question if the response to Q6.1 is "No". No
6.2a *Date of meeting or proposed meeting toapprove the issue under listing rule 7.1Answer this question if the response to Q6.1 is "No"and the response to Q6.2 is "Yes". N/A
6.2b *Are any of the +securities being issuedwithout +security holder approval using theentity's 15% placement capacity underlisting rule 7.1?Answer this question if the response to Q6.1 is "No"and the response to Q6.2 is "No". Yes

1

Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

  • (a) in the case of a scheme established before the entity was listed a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or
  • (b) the holders of the entity's ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:
    • a summary of the terms of the scheme.
    • the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;
    • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and
    • a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +quity securities issued under the scheme does not exceed the maximum number set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

- your response to Q2.1 is "+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX"; or

6.2b.1 *How many +securities are being issuedwithout +security holder approval using theentity's 15% placement capacity underlisting rule 7.1?Answer this question if the response to Q6.1 is "No",the response to Q6.2 is "No" and the response toQ6.2b is "Yes".Please complete and separately send by email to yourASX listings adviser a work sheet in the form ofAnnexure B to Guidance Note 21 confirming the entityhas the available capacity under listing rule 7.1 to issuethat number of securities. N/A
6.2c *Are any of the +securities being issuedwithout +security holder approval using theentity's additional 10% placement capacityunder listing rule 7.1A (if applicable)?Answer this question if the response to Q6.1 is "No"and the response to Q6.2 is "No". N/A
6.2c.1 *How many +securities are being issuedwithout +security holder approval using theentity's additional 10% placement capacityunder listing rule 7.1A?Answer this question if the response to Q6.1 is "No",the response to Q6.2 is "No" and the response toQ6.2c is "Yes".Please complete and separately send by email to yourASX listings adviser a work sheet in the form ofAnnexure C to Guidance Note 21 confirming the entityhas the available capacity under listing rule 7.1A toissue that number of securities. N/A

Introduced 01/12/19