THORNEY TECHNOLOGIES LTD — Capital/Financing Update 2017

Sep 26, 2017

Appendix 3B New issue announcement

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

THORNEY TECHNOLOGIES LTD

ABN

66 096 782 188

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 Ordinary shares (Shares)
issued or to be issued
2 Number of +securities 27,659,574 new Shares in the
issued or to be issued (if capital of Thorney Technologies
known) or maximum number Ltd issued under Placement Offer
which may be issued
1 pursuant to the Short Form
Prospectus dated 15 September
2017
3 Principal terms of the Fully paid ordinary shares
+securities (e.g. if
options, exercise price The terms of the Shares are set
and expiry date; if partly
out in the Company’s Constitution
paid +securities, the
amount outstanding and due
dates for payment; if
+convertible securities,
the conversion price and
dates for conversion)

• See chapter 19 for defined terms.

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4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 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) 6f Number of+securities issued under an exception in rule 7.2 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.	Yes, new Shares will rank equally with existing ordinary shares on issue in the Company from issue
	$0.235 per Share
	The funds raised under the Offer will be added to the Company’s existing cash reserves and will be available to be deployed to pursue investments, as well as for working capital purposes and to meet expenses of the Offer.
	No
	Not applicable
	27,659,574 ordinary shares
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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6h If [+]securities were issued Not applicable
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 1,371,252 ordinary shares
remaining issue capacity
under rule 7.1 and rule 7.1A
– complete Annexure 1 and
release to ASX Market
Announcements
7 +Issue dates 27 September 2017
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.

Number +Class
8 Number and +class of all 221,198,414 Ordinary shares
+securities quoted on ASX
(including the [+]securities in
section 2 if applicable)
Number +Class
9 Number and +class of all Nil
+securities not quoted on ASX
(including the [+]securities in
section 2 if applicable)
10 Dividend policy (in the case No change
of a trust, distribution
policy) on the increased
capital (interests)

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the+securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 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 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 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	No
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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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) 30 How do security holders sell their entitlements in full through a broker? 31 How do security holders sell part of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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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

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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of +securities for Not applicable which[+] quotation is sought 39 +Class of +securities for Not applicable which quotation is sought 40 Do the +securities rank Not applicable equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for Not applicable quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other[+] security)

Number +Class
42 Number and +class of all Not applicable
+securities quoted on ASX
(including the [+]securities in
clause 38)

• See chapter 19 for defined terms.

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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:
Print
name:

==> picture [145 x 77] intentionally omitted <==

(Director/Company Secretary)
CRAIG SMITH

Date: 27 Sep 2017

.........................................

• See chapter 19 for defined terms.

== == == == ==

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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

Rule 7.1 – Issues exceeding 15% of capital	Rule 7.1 – Issues exceeding 15% of capital	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the+issue date or date of agreement to issue ¹1:100 share consolidation	27/9/2016	41,956,145
	9/12/2016¹	(41,536,065)
		420,080
Add the following: •Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 •Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval •Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: •Include only ordinary securities here – other classes of equity securities cannot be added •Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed •It may be useful to set out issues of securities on different dates as separate line items	Nil 193,118,760 Nil
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period	Nil
“A”	193,538,840

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply “A” by 0.15	29,030,826
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insert number of+equity securities issued or agreed to be issued in that 12 month period not counting those issued: •Under an exception in rule 7.2 •Under rule 7.1A •With security holder approval under rule 7.1 or rule 7.4 Note: •This applies to equity securities, unless specifically excluded – not just ordinary securities •Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed •It may be useful to set out issues of securities on different dates as separate line items
“C”	27,659,574
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	29,030,826
Subtract “C” Note: number must be same as shown in Step 3	27,659,574
Total [“A” x 0.15] – “C”	1,371,252

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible
entities

Step 1: Calculate “A”, the base figure from which the
placement capacity is calculated

“A” Not applicable
Note: number must be same as
shown in Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 Not applicable

Step 2: Calculate 10% of “A”

Step 3: Calculate “E”, the amount of placement capacity
under rule 7.1A that has already been used

Insert number of[+] equity Not applicable securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities 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 with in 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 as separate line items “E” Not applicable

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	Not applicable
Subtract “E” Note: number must be same as shown in Step 3	Not applicable
Total [“A” x 0.10] – “E”	Not applicable Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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