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SCIDEV LTD Capital/Financing Update 2019

Nov 18, 2019

65761_rns_2019-11-18_5a9080e1-6b52-48f7-a46a-511fda156704.pdf

Capital/Financing Update

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Unit 1 8 Turbo Road Kings Park NSW 2148 Australia ABN 25 001 150 849

Email: [email protected] Website: www.scidev.com.au ASX code: SDV

Companies Announcements Office Australian Stock Exchange

19 November 2019

Exercise of Options, Share Issue and Appendix 3B

SciDev Ltd (ASX:SDV, SciDev or the Company) is pleased to advise that Managing Director and CEO Lewis Utting has today exercised 500,000 of the Company's $0.25 exercise price options, contributing additional working capital of $125,000 to the Company.

An Appendix 3B New Issues Announcement is attached, which addresses this and other option exercises and a share issue to a service provider.

On behalf of 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

Fully Paid Ordinary Shares

  • 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 742,307
  • 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)

Rank equally with the Company's fully paid ordinary shares quoted and trading as 'SDV'

+ See chapter 19 for defined terms.

4 Do the +securities rank equally inall respects from the +issue datewith an existing +classof quoted+securities? Yes. Refer 3 above
If the additional +securities donot rank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (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 $0.25persharefor550,000shares(conversion of $0.25 options)$0.26 per share for 192,307 shares to serviceprovider
6 Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets) Exercise of options/ services provided
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 The date the security holderresolution under rule 7.1A waspassed N/A
6c Number of +securities issuedwithout security holder approvalunder rule 7.1 N/A

+ See chapter 19 for defined terms.

  • 6d Number of +securities issued with security holder approval under rule 7.1A 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) N/A 6f Number of +securities issued under an exception in rule 7.2 N/A 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. N/A 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 N/A 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 N/A 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
    • N/A

+securities quoted on ASX (including the +securities in section 2 if applicable)

Number +Class
126,755,464 Fully paid ordinaryshares

19 November 2019

  • See chapter 19 for defined terms.
Number +Class
9 +classNumberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable) 650,000 Options at $0.25pershareexpiring28/11/2019
2,000,000 Options at $0.10 pershare expiring23/07/2022
3,350,000 Options at $0.12 pershare expiring23/07/2022

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A

Part 2 - Pro rata issue

11 Issecurityholderapprovalrequired? NA
12 Is the issue renounceable or nonrenounceable? NA
13 Ratio in which the +securities willbe offered NA
14 +Class of +securities to which theoffer relates NA
15 +Recorddatetodetermineentitlements NA
16 Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements? NA
17 Policy for deciding entitlementsin relation to fractions NA

+ See chapter 19 for defined terms.

18 Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

  • 19 Closing date for receipt of acceptances or renunciations
  • 20 Names of any underwriters NA
  • 21 Amount of any underwriting fee or commission
  • 22 Names of any brokers to the issue N/A
  • 23 Fee or commission payable to the broker to the issue
  • 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
  • 25 If the issue is contingent on security holders' approval, the date of the meeting
  • 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled
  • 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
  • 28 Date rights trading will begin (if applicable)
  • 29 Date rights trading will end (if applicable)

NA

NA

NA

N/A

N/A

N/A

NA

NA

N/A

N/A

+ See chapter 19 for defined terms.

30 How do security holders sell theirentitlements in fullthrough abroker? N/A
31 How do security holders sell partof their entitlements through abrokerandacceptforthebalance? N/A
32 How do security holders disposeof their entitlements (except bysale through a broker)? N/A
33 +Issuedate NA

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 +securitiesExample: 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 convertiblesecurities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities NOT APPLICABLE

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 the additional +securities, and the number and percentage of additional +securities held 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 categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

+ See chapter 19 for defined terms.

37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b) NOT APPLICABLE

38 Number of +securities for which+quotation is sought N/A
39 +Class of +securities for whichquotation is sought N/A
40 Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities? N/A
If the additional +securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpayment•the extent to which they do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment
41 Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion ofanother +security, clearly identifythat other +security) N/A
42 +classNumberandofall+securitiesquotedonASX(including the +securities in clause38) NumberN/A +ClassN/A

+ 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.
  • 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: 19 November 2019 (Director/Company secretary)

Print name: Heath Roberts..................

== == == == ==

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

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

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 N/A - NO LR 7.1A APPROVAL

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
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 Appendix
3B 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"
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 rule7.1A that 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 Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities 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.

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity SciDev Ltd ABN 25 001 150 849

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Lewis UTTING
Date of last notice 16/08/2019

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest Direct
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest. NotApplicable
Date of change 19112019
No. of securities held prior to change 330,221fully paid ordinary shares(LewisUtting), 4,500,000fully paid ordinaryshares(Lehos and Utting Family Trust)500,000options: expiry 28112019, exerciseprice $0.252,000,000options: expiry 23072022,exercise price $0.10.
Class Refer above

+ See chapter 19 for defined terms.

Number acquired 500,000shares on exercise of $0.25options:
Number disposed 0
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation $0.25 per option / $125,000
No. of securities held after change 330,221fully paid ordinary shares(LewisUtting), 5,000,000fully paid ordinaryshares(Lehos and Utting Family Trust)1,600,000options: expiry 23072022,exercise price $0.10(corrected).
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back Exercise of options

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract NIL/ NOT APPLICABLE
Nature of interest
Name of registered holder
(if issued securities)
Date ofchange
No. and class of securities to which
interest related prior to changeNote: Details are only required for a contract in
relation to which the interest has changed
Interest acquired
Interest disposed

+ See chapter 19 for defined terms.

Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation
Interest after change

Part 3 – +Closed period

Were the interests inthe securities or contracts detailedabove traded during a +closed periodwhere prior writtenclearance was required? NO/ NOT APPLICABLE
Ifso, was prior written clearance provided to allow thetradeto proceed duringthis period? NA
If prior written clearance was provided, on what date was thisprovided? NA

+ See chapter 19 for defined terms.