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REMSENSE TECHNOLOGIES LIMITED Capital/Financing Update 2023

Mar 21, 2023

65684_rns_2023-03-21_1cf983ed-a9b7-4719-b26e-0e57b3982a41.pdf

Capital/Financing Update

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Announcement Summary

Entity name

REMSENSE TECHNOLOGIES LIMITED

Announcement Type

New announcement

Date of this announcement

22/3/2023

The Proposed issue is:

A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

ASX +security code +Security description Maximum Number of+securities to be issued
New class-code to beconfirmed Option 30,366,488
REM ORDINARY FULLY PAID 30,366,488

Ex date

6/4/2023

+Record date

11/4/2023

Offer closing date

2/5/2023

Issue date

9/5/2023

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

REMSENSE TECHNOLOGIES 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.

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

Registration Number

ACN

648834771

1.3 ASX issuer code

REM

1.4 The announcement is

New announcement

1.5 Date of this announcement

22/3/2023

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

  • Non-renounceable

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis?

No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

REM : ORDINARY FULLY PAID

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 No

If the entity has quoted company options, do the terms entitle option holders to participate on exercise?

Details of +securities proposed to be issued

ASX +security code and description

REM : ORDINARY FULLY PAID

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

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities to be issued 1 For a given quantity of +securities held 3

What will be done with fractionalentitlements? Maximum number of +securitiesproposed to be issued (subject torounding)
Fractions rounded up to the nextwhole number 30,366,488

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security
made? for the retail offer?
AUD - Australian Dollar AUD 0.07500

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

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

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the termsof the proposed +securities are appropriate andequitable under listing rule 6.1?No Will the entity be seeking quotation of the 'new' class of+securities on ASX?Yes
ASX +security code +Security description
New class-code to be confirmed Option
+Security type
Options
Offer ratio (ratio of attaching securities at which the new +securities will be issued)
The quantity of attaching +securities to be issued1 For a given quantity of the new +securities issued1
What will be done with fractional entitlements?Fractions rounded up to the next whole number Maximum number of +securities proposed to be issued(subject to rounding)30,366,488
Offer price details for retail security holders
In what currency will the offer be made?AUD - Australian Dollar What is the offer price per +security for the retail offer?AUD 0.00000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

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
AUD 0.1500

Expiry date 15/12/2025

Details of the type of +security that will be issued if the option is exercised

REM : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One (1)

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.

Part 3C - Timetable

3C.1 +Record date

11/4/2023

3C.2 Ex date

6/4/2023

3C.4 Record date

11/4/2023

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

14/4/2023

3C.6 Offer closing date

2/5/2023

3C.7 Last day to extend the offer closing date

27/4/2023

3C.9 Trading in new +securities commences on a deferred settlement basis

3/5/2023

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

9/5/2023

3C.12 Date trading starts on a normal T+2 basis

10/5/2023

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

12/5/2023

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Peak Asset Management

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

1% management fee for funds raised through entitlements issue

5% management fee for any shortfall funds placed from the entitlements issue

6 million options exercisable at $0.15 on or before 15 December 2025, should $2m be raised under the placement and entitlements issue announced on 22 March 2023.

3E.2 Is the proposed offer to be underwritten? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

The funds raised from the placement will be used to:

  • provide working capital;

  • market and expand the IBM partnership opportunities; and

  • expand sales and marketing of virtualplant

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

No

3F.6 URL on the entity's website where investors can download information about the proposed issue

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 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 +disclosure document or +PDS for the +securities proposed to be issued