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SCIDEV LTD Capital/Financing Update 2018

Aug 9, 2018

65761_rns_2018-08-09_6ef65a3c-2b01-435b-8e7f-beb2faec4648.pdf

Capital/Financing Update

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Suite 105 48 Atchison Street St Leonards NSW 2065 Australia ABN 25 001 150 849

Phone: 61 0428 002 590 Email: [email protected] Website: www.scidev.com.au ASX code: SDV

10 August 2018

Companies Announcements Australian Securities Exchange

Completion of Tranche 2 Placement, Appendix 3B and Cleansing Statement

SciDev Ltd (ASX:SDV, SciDev or the Company) refers to its announcement on 2 August 2018 of shareholder approvals related to the Company's $860,000 capital raising and is pleased to advise that the Tranche 2 share placement has now been completed.

An Appendix 3B New Issues Announcement and Cleansing Statement are attached.

Yours Sincerely SciDev Ltd

Heath Roberts Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

SciDev Ltd (ASX: SDV)

ABN

25 001 150 849

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Full paid ordinary shares

  • 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
  • 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

69,110,534

Rank equally with existing fully paid ordinary shares coded SDV

+ See chapter 19 for defined terms.

4 Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities? Refer 3. above
If the additional +securities donot rank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5 Issue price or consideration $0.006 per share
6 Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets) Raise working capital
6a Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i No
6b Thedatethesecurityholderresolution under rule 7.1A waspassed Not applicable
6c Number of +securities issuedwithout security holder approvalunder rule 7.1 Not applicable
6d Number of +securities issued withsecurity holder approval under rule7.1A Not applicable

+ See chapter 19 for defined terms.

  • 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
  • 6f Number of +securities issued under an exception in rule 7.2 Not applicable
  • 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
  • 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
  • 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
  • 7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number +Class 638,152,007 Fully paid ordinary shares

Not applicable

Not applicable

Not applicable

Not applicable

10 August 2018

  • 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
  • 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Number +Class
39,500,000 Unlisted optionsExercise price: $0.025Expiry date: 28 November2019
trust, distribution policy) on the N/A

Part 2 - Pro rata issue

Questions 11 to 33 are not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of +securities (tick one)
  • (a) +Securities described in Part 1

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of theadditional +securities, and the number and percentage of additional +securitiesheld by those holders
36 If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over
37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

Questions 38 to 42 are not applicable

+ See chapter 19 for defined terms.

Quotation Agreement

  • 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
  • 2 We warrant the following to ASX.
    • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
    • There is no reason why those +securities should not be granted +quotation.
    • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
  • 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 10 August 2018 (Company Secretary)

Print name: Heath Roberts

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1 – N/A

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue The Company did not seek shareholderapproval at its Annual General Meetingunder ASX Listing Rule 7.1A.
Add the following:
Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2
Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approval
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securitiescannot be added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
Subtract the number of fully paid+ordinary securities cancelled during that12 month period
"A"

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15
7.1 that has already been used Step 3: Calculate "C", the amount of placement capacity under rule
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval underrule 7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown inStep 2
Subtract "C"
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"
[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A" Not Applicable
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D" 0.10
Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule7.1Athat has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A
Notes:
•This applies to equity securities – notjust ordinary securities
•Include here – if applicable – thesecurities the subject of the Appendix
3B to which this form is annexed•Do not include equity securities issued
under rule 7.1 (they must be dealt within Part 1), or for which specific security
holder approval has been obtained•It may be useful to set out issues of
securities on different dates asseparate line items
"E"

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10
Note: number must be same as shown inStep 2
Subtract "E"
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"
Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.

Suite 105 48 Atchison Street St Leonards NSW 2065 Australia ABN 25 001 150 849

Phone: 61 0428 002 590 Email: [email protected] Website: www.scidev.com.au ASX code: SDV

10 August 2018

Companies Announcements Australian Securities Exchange

SciDev Tranche 1 Placement - Cleansing Notice

SciDev Ltd (ASX:SDV, SciDev or the Company) refers to the issue today of 69,110,534 fully paid ordinary shares (refer Appendix 3B attached) and issues this cleansing notice.

Cleansing Notice

In relation to the issue of shares referred to herein and the attached Appendix 3B Notice, the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) that:

  • 1. It issued the Shares without disclosure to investors under Part 6D.2 of the Corporations Act;
  • 2. as at the date of this notice, the Company has complied with:
    • a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
    • b) section 674 of the Corporations Act; and
  • 3. as at the date of this notice, there is no excluded information (within the meaning of sections 708A(7) and 708A(8) of the Corporations Act) which is required to be set out in this notice under Section 708A(6)(e) of the Corporations Act.

Yours Sincerely SciDev Ltd

Heath Roberts Company Secretary