VECTION TECHNOLOGIES LTD — Capital/Financing Update 2023

Aug 7, 2023

Proposed issue of securities

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Announcement Summary

Entity name

VECTION TECHNOLOGIES LTD

Announcement Type

New announcement

Date of this announcement

8/8/2023

The Proposed issue is:

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A placement or other type of issue

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

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Vendor Performance Rights	1
confirmed

Proposed +issue date 29/9/2023

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

VECTION TECHNOLOGIES LTD

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

ABN

Registration Number

93614814041

1.3 ASX issuer code

VR1

1.4 The announcement is

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New announcement

1.5 Date of this announcement

8/8/2023

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
New class

Details of +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 terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Vendor Performance Rights No No	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Vendor Performance Rights No No
New class-code to be confirmed	Vendor Performance Rights

+Security type

Performance options/rights

Number of +securities proposed to be issued

1

Offer price details

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

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Please describe the consideration being provided for the +securities

100% of the issued share capital of MYR S.R.L, a fashion and apparel focussed 3D technology company

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 266,600.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Performance options/rights details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0000 30/9/2025 Details of the type of +security that will be issued if the option is exercised VR1 : ORDINARY FULLY PAID

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

On conversion of the performance right, up to 6,200,000 fully paid ordinary shares (ASX:VR1) will be issued.

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. https://www.asx.com.au/markets/company/vr1 - Announcement dated 8 August 2023 The performance right converts into fully paid ordinary shares in Vection subject to: 1. Umberto Brocchetto ("MYR CEO") remaining employed until 30 June 2025; and 2. audited revenue for MYR in FY2025 being above €400,000. The Performance Right will convert into a number of Shares that is equal to the lesser of: 1. 0.5 times the audited revenue (prepared in accordance with the Australian Accounting Standards for MYR, as independently verified by the Company¿s auditors for FY2025; and 2. €400,000.

The value of the consideration payable is capped at 6,200,000 Shares.

Part 7C - Timetable

7C.1 Proposed +issue date

29/9/2023

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Part 7D - Listing Rule requirements

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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?

1

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)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

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? No

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

Part 7F - Further Information

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

As consideration for the acquisition of 100% of the share capital of MYR S.R.L

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?

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No

7F.2 Any other information the entity wishes to provide about the proposed issue

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