VYSARN LIMITED — Capital/Financing Update 2019

Aug 25, 2019

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Market Announcements Office ASX Limited By e-lodgement

23 August 2019

ASX WAIVERS FROM LISTING RULE 14.7

Vysarn Limited (the Company ) refers to its Notice of General Meeting released on ASX on 4 June 2019 convening a General Meeting of the Company which was held on 5 July 2019 ( Meeting ). At the Meeting, shareholders approved various resolutions relating to the Company’s proposed acquisition of all of the issued shares in Pentium Hydro Pty Ltd ( Pentium ) and various waterwell drilling assets (and associated inventory) from Ausdrill Northwest Pty Ltd as announced by the Company on 11 April 2019 ( Transaction ). In connection with the Transaction, shareholders also approved (for the purposes of Listing Rule 10.11 all other purposes):

• a) the issue of up to 129,629,630 fully paid ordinary shares ( Shares ) at a price of $0.054 per Share to raise up to $7,000,000 (before costs), subject to a minimum subscription of $5,000,000 ( Public Offer );

• b) the issue of 7,800,000 shares to the vendors of Pentium pursuant to a share sale agreement entered into with the vendors;

• c) the issue of up to 24,000,000 shares to Directors Mr Peter Hutchinson (up to 15,500,000 shares), Mr Ismail (up to 4,250,000) and Mr Young (up to 4,250,000) in consideration for past services rendered by these Directors ( Director Past Services Offer );

• d) the issue of 10,000,000 performance rights to Directors Mr Sheldon Burt and Mr Chris Brophy which vest subject to the satisfaction of specified performance hurdles;

• e) the issue of 10,000,000 incentive options (each with an exercise price of $0.054 expiring 5 years form the date of issue) to Mr Hutchinson (the continuing Chairman of the Company) ( Chairman's Options Offer ); and

• f) the participation by Directors in the Public Offer as follows:

• a. Mr Peter Hutchinson to the extent of up to 20,129,630 Shares;

• b. Mr Faldi Ismail to the extent of up to 5,175,926 Shares;

• c. Mr Nicholas Young to the extent of up to 5,175,926 Shares;

• d. Mr Sheldon Burt to the extent of up to 1,851,926 Shares; and

• e. Mr Chris Brophy to the extent of up to 1,851,926 Shares.

Listing Rule 10.13 provides that where approval to issue securities is obtained under Listing Rule 10.11, those securities must be issued within 1 month of the approval. The Company advises that ASX has

Vysarn Limited | ABN: 41 124 212 175 | ACN: 124 212 175 | 108 Outram St, West Perth, WA 6005 | PO Box 1974, West Perth WA 6872 T +61 (0) 8 9486 7244 | F +61 (0) 8 9463 6373 | E info@vysarn.com.au | vysarn.com.au

granted a waiver from Listing Rule 14.7 to enable the Company to issue the securities above later than one month after the Meeting.

The specific terms of the waiver are as follows:

DECISION

1. Based solely on the information provided, ASX grants VYS, a waiver from listing rule 14.7 to the extent necessary to permit the Company:

• 1.1. to issue:

  • 1.1.1. 7,800,000 consideration shares to the Pentium Vendors pursuant to the Share Sale Agreement;

  • 1.1.2. 24,000,000 shares to Messers Peter Hutchinson, Faldi Ismail and Nicholas Young or their respective nominees as consideration for past services rendered to the Company pursuant to the Directors’ Past Services Offer;

  • 1.1.3. 10,000,000 unquoted performance rights to be issued to Messers Chris Brophy and Sheldon Burt which vest subject to satisfaction of specified performance hurdles;

  • 1.1.4. 10,000,000 unquoted options to Peter Hutchinson exercisable at $0.054 expiring 5 years from the date of issue; and

(together, the “Related Party Securities”),

• 1.2. participation in the Public Offer by:

• 1.2.1. Mr Peter Hutchinson to the extent of up to 20,129,630 Shares;

• 1.2.2. Mr Faldi Ismail to the extent of up to 5,175,926 Shares;

• 1.2.3. Mr Nicholas Young to the extent of up to 5,175,926 Shares;

• 1.2.4. Mr Sheldon Burt to the extent of up to 1,851,926 Shares; and

• 1.2.5. Mr Chris Brophy to the extent of up to 1,851,926 Shares,

• 1.2.6. at an issue price of $0.054 per Share (“Related Party Participation Shares”),

later than one month after 5 July 2019, being the date of the shareholders meeting at which the Related Party Securities and Related Party Participation Shares were approved on the following conditions:

• 1.3. The Related Party Securities and Related Party Participation Shares are issued no later than 4 October 2019; and

• 1.4. The terms of this waiver are released to the market immediately.

For further information, please contact:

Kyla Garic

Company Secretary

Tel 08 9486 7244

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