VECTION TECHNOLOGIES LTD — Capital/Financing Update 2023

Jun 6, 2023

Proposed issue of securities

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Announcement Summary

Entity name

VECTION TECHNOLOGIES LTD

Announcement Type

New announcement

Date of this announcement

7/6/2023

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	Performance rights converting into fully paid ordinary shares	62,000,000
confirmed	of achievement of revenue milestones
Proposed +issue date
7/6/2023

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

7/6/2023

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	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
No
ASX +security code	+Security description
New class-code to be confirmed	Performance rights converting into fully paid ordinary shares of achievement of
	revenue milestones

+Security type

Performance options/rights

Number of +securities proposed to be issued

62,000,000

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

To acquire the business of Invrsion S.r.l ("Invrsion"), a prominent technology company specializing in 3D and mixed reality solutions for the fashion, retail, consumer goods, and real estate sectors. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 2,666,000.000000 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 31/12/2026 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 One fully paid ordinary share ASX:VR1 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://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02673860-6A1153195?access_token=8 3ff96335c2d45a094df02a206a39ff4 Part 7C - Timetable 7C.1 Proposed +issue date 7/6/2023 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?

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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?

62,000,000 performance rights (based on €4,000,000 capped consideration, at AUD:EUR 1:55 capped rate priced at $0.10 per the terms in the announcement dated 7 June 2023)

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

In consideration for the business of Invrsion S.r.l ("Invrsion")

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 Performance right conversion is subject to Mr Matteo Esposito ("Invrsion CEO") remaining employed until 30 June 2026 and converts into a number of VR1 shares based on revenue milestones.

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