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SIMBLE SOLUTIONS LIMITED Capital/Financing Update 2020

Oct 6, 2020

65797_rns_2020-10-06_4b6edcb3-d02e-43de-8b80-5979d325608e.pdf

Capital/Financing Update

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Announcement Summary

Entity name SIMBLE SOLUTIONS LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday October 7, 2020

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

ASX +security code +Security description Maximum Number of+securities to be issued
n/a Options at an exercise price of $0.05 per option expiry dateof 31 December 2022 21,739,135
SIS ORDINARY FULLY PAID 43,478,269

Proposed +issue date

Thursday October 8, 2020

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

SIMBLE SOLUTIONS 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

17608419656

1.3 ASX issuer code

SIS

1.4 The announcement is

New announcement

1.5 Date of this announcement

Wednesday October 7, 2020

1.6 The Proposed issue is:

A placement or other type of issue

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** Approvalactual?
+Security holder approval Friday November 20, 2020 received/condition met?
Estimated

Comments

The Company has agreed to issue 43,478,269 Fully Paid Ordinary Shares (Shares) and 21,739,135 Options and 1,000,000 broker options. The issue of 7,028,989 Shares as well as the 21,739,135 options are subject to shareholders approval at a general meeting expected to be held around 20 November 2020. 36,449,280 Shares and 1,000,000 broker options will be issued under the company's existing capacity under LR 7.1 and 7.1A

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? Yes

Details of +securities proposed to be issued

ASX +security code and description SIS : ORDINARY FULLY PAID

Number of +securities proposed to be issued

43,478,269

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash consideration being paid?

AUD - Australian Dollar

What is the issue price per +security? AUD 0.02300

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)

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?No
ASX +security code +Security description
New class-code to be confirmed Options at an exercise price of $0.05 per option expiry dateof 31 December 2022

+Security type

Options

Number of +securities proposed to be issued

21,739,135

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

The attaching options on the basis of one option for every two shares.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 1,086,957.000000

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 0.0500

Expiry date Saturday December 31, 2022

Details of the type of +security that will be issued if the option is exercised SIS : ORDINARY FULLY PAID

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

21,739,135

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.

The material terms provided in the announcement dated 7 October 2020.

Part 7C - Timetable

7C.1 Proposed +issue date Thursday October 8, 2020

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?

16,427,755 fully paid ordinary shares and 1,000,000 brokers options

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)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

20,021,525 fully paid ordinary shares

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

The Company need immediate access to funds through a Placement to raise funds to accelerate company's growth and expansion strategy in Australia and UK and the company has undertaken a Share Purchase Plan in 2020

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? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

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

7E.1a Who is the lead manager/broker?

Fresh Equities

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Fresh Equities acted as supporting manager to the Placement for issue of a total of 1,000,000 broker options at $0.05 per option expiring on 31 December 2022.

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

Nil

Part 7F - Further Information

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

The primary use of funds will be to accelerate the Company¿s growth and expansion strategy in Australia and the UK. Additional funds will be used to strengthen the Company¿s balance sheet and finalise the repayment of prior period liabilities.

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