Vortiv : Proposed issue of securities - VOR

Proposed issue of securities

Announcement Summary

For personal use only

Entity name

VORTIV LIMITED

Announcement Type

New announcement

Date of this announcement

21/12/2021

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

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Class C Director Options	60,000,000
confirmed

Proposed +issue date

24/1/2022

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

Part 1 - Entity and announcement details

For personal use only

1.1 Name of +Entity

VORTIV 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.

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	Registration Number
ACN	057335672
1.3	ASX issuer code
VOR

1. The announcement is New announcement
2. Date of this announcement

21/12/2021

1.6 The Proposed issue is:

A placement or other type of issue

Proposed issue of securities

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Proposed issue of securities

Part 7 - Details of proposed placement or other issue

only
	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?
			Yes
use	7A.1a Conditions
Approval/Condition	Date for determination	Is the date estimated or	** Approval
		+Security holder approval	18/1/2022			actual?	received/condition met?
				Actual
		Comments
			Extraordinary General Meeting to be held on 18 January 2022. Notice of EGM issued on 17 December 2021.
personal
	P rt 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
For		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
			Yes
			ASX +security code			+Security description
			New class-code to be confirmed		Class C Director Options

+Security type Options

Proposed issue of securities

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Proposed issue of securities

Number of +securities proposed to be issued 60,000,000

	Offer price details
only	Are the +securities proposed to be issued being issued for a cash consideration?
No
	Please describe the consideration being provided for the +securities
	Since their appointment in April 2021 each of the Directors have all made significant unrewarded time commitments to
	assist the Company in identifying and executing on its future growth strategy. The Directors have been directly and
	actively involved in the Company's business to a far greater extent than is standard and usual for a non-executive director
use	of a microcap listed company, for no additional remuneration. The issue of the Director Options to the Directors (refer
resolutions 2 to 4 in the Notice of EGM) will incentivise and further align their interests to the success of the Company
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
personal	Yes
Options details
	+Security currency	Exercise price	Expiry date
	AUD - Australian Dollar	AUD 0.0300	17/1/2026
	Details of the type of +security that will be issued if the option is exercised
	VOR : ORDINARY FULLY PAID
	Number of securities that will be issued if the option is exercised
	one ordinary share for each option
For	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/asxpdf/20211217/pdf/45497cwyg23w5w.pdf

Part 7C - Timetable

7C.1 Proposed +issue date

24/1/2022

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Proposed issue of securities

Part 7D - Listing Rule requirements

only	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?
		No
		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)?
use	No
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?
personal	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
For	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

To remunerate and incentivise the directors and to align their interests to the success of the Company.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

Proposed issue of securities

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