Vortiv : Prospectus - Entitlement Offer

For personal use only

VORTIV LIMITED

ACN 057 335 672

PROSPECTUS

Entitlement Offer

For a pro-rata renounceable entitlement offer of five (5) new Shares for every two (2) Shares held by those Shareholders registered at the Record Date at an issue price of $0.03 (3 cents) per Share together with one (1) free Attaching Option for every one (1) new Share applied for and issued, with an Exercise Price of $0.045 and an Expiry Date of 17 January 2024, to raise approximately $10.5 million (based on the number of Shares on issue as at the date of this Prospectus) (Entitlement Offer).

The Entitlement Offer is fully underwritten by Lazarus Corporate Finance Pty Limited (AFSL 403684) (Underwriter).

Refer to Section 6.4(a) for details regarding the terms of the underwriting.

Director Placement Offer

For a separate personalised offer to the Directors (or their nominees), of a total of up to 33,333,333 Shares at $0.03 per Share and up to 33,333,333 Attaching Options for nil consideration, being on the same terms as the Entitlement Offer. Refer to Section 1.9 for details regarding the Director Placement Offer.

As noted in Section 1.9, the Director Placement Offer is conditional upon the Company obtaining Shareholder approval at the Company's extraordinary general meeting (EGM) scheduled to be held on or about 18 January 2022, for which a notice of meeting is expected to be dispatched on or about 17 December 2021.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If, after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay.

The Securities offered by this Prospectus should be considered as highly speculative.

Details of actions Eligible Shareholders can take, including how to accept the Entitlement Offer, are set out in Section 2.2 of this Prospectus.

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Important notices

For personal use only

This Prospectus is dated 10 December 2021 and was lodged with ASIC on that date. ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is

not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that investors read this Prospectus in its entirety and seek professional advice

where necessary. The Securities offered by this

Prospectus should be

considered as highly speculative.

Applications for Securities offered pursuant to this Prospectus can only be made by an original Entitlement and Acceptance Form or Shortfall Application Form.

This Prospectus is a transaction specific prospectus for an offer

of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus and is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and

losses or prospects of the issuing company.

Representations contained in this Prospectus are made taking into account that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters are publicly available information or may reasonably be expected to be known to investors and professional advisers whom prospective investors may consult.

No Investment Advice

The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Securities under this Prospectus to determine whether it meets

your objectives, financial situation and needs. Forward- looking statements

This Prospectus contains

forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present

economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Suchforward-looking statements are not guarantees of future performance and involve known and unknown

risks,uncertainties,

assumptions and other

important factors, many of which are beyond the control of the Company, the Directors and the Company's management.

The Company cannot and does not give any assurance that the

results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

The Company has no intention to update or revise forward- looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

Theseforward-looking statements are subject to various risk factors that could cause the Company's actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 5.

Overseas shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the

number of overseas Shareholders, the number and

value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction.

Accordingly, the Entitlement Offer is not being extended and Securities will not be issued to

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For personal use only

Shareholders with a registered address which is outside Australia or New Zealand.

For further information on overseas Shareholders please refer to Section 2.9.

Continuous disclosure obligations

The Company is a "disclosing entity" (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular

reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Securities.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange.

Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires

as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the three months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Please refer to Section 6.2 for further details.

Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of

the Company at www.vortiv.com. If you are accessing the electronic version of this Prospectus for the

purpose of making an investment in the Company, you must be an Australian or New Zealand resident and must only access this Prospectus from within Australia or New Zealand.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus during the Entitlement Offer period free of charge by contacting Advanced Share Registry Services on [phone] during office hours or by emailing Share Registry at [e-mail]

..

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

Company Website

No documents or other information available on the

Company's website is

incorporated into this Prospectus by reference.

Financial information

Non-IFRS financial measures

Certain financial data included in, or incorporated by reference into, the Prospectus are non- IFRS financial information under ASIC Regulatory Guide 230 (Disclosing non-IFRS financial information) or non-GAAP

financial measures under

Regulation G issued by the US

Securities and Exchange

Commission. These non-

IFRS/non-GAAP financial measures do not have a

standardisedmeaning

prescribed by Australian Accounting Standards and

therefore may not be comparable to similarly titled measures presented by other entities and should not be construed as an alternative to

other financial measures determined in accordance with

AustralianAccounting

Standards. Although the Company believes any non-

IFRS/non-GAAP financial measures included in the Prospectus provide useful

information to users in

measuring the financial performance and condition of its

business, investors are cautioned not to place undue reliance on any non-IFRS/non- GAAP financial measures included in this Prospectus.

Pro forma financial information

The Prospectus contains pro forma financial information

showing the proposed application of the proceeds of the Entitlement Offer. The pro forma financial information provided is for illustrative purposes only and should not be relied upon as it is not represented as being indicative of the Company's future

financial condition and/or performance.

Financial forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain.

Accordingly, any forecast or projection information would contain such a broad range of

potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

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Clearing House Electronic

Sub-Register System

(CHESS) and Issuer

Sponsorship

The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be

provided with statements (similar to a bank account statement) that set out the number of Securities issued to them under this Prospectus. The notice will also advise

holders of their Holder

Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company.

Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

Definitions and Time

Unless the contrary intention

appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as

given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 7.

All references to time in this Prospectus are references to Australian Eastern Standard Time.

Privacy statement

If you complete an Application Form, you will be providing personal information to the

Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your securities in the context of takeovers, regulatory bodies

including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the share registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Securities, the Company may not be able to accept or process your application.

Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other

professional adviser without delay. Should you have any questions about the Entitlement Offers or how to accept the Entitlement Offer please contact

Advanced Share Registry Services on [phone] during office hours or by emailing the Share Registry at [e-mail]

.

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For personal use only

Corporate directory

Directors	Underwriter
Nicholas Smedley - Non-executive Chairman	Lazarus Corporate Finance Pty Limited (AFSL
Jason Titman - Non-executive Director	403684)
Simon Vertullo - Non-executive Director	Level 32, 152 St Georges Terrace,
	Perth, Western Australia, 6000
Company secretaries	Auditor
Phillip Macleod	Hall Chadwick WA Audit Pty Ltd1
Alastair Beard	283 Rokeby Road
	Subiaco, Western Australia, 6008
Registered Office	Share registry
C/O Gap Corporate Services, Unit 9, 88	Advanced Share Registry Limited2
Forrest Street,	110 Stirling Hwy,
Cottesloe, Western Australia 6011	Nedlands, Western Australia, 6009
Telephone: [phone]
Email: [e-mail]
Legal advisor
Gadens Lawyers
Level 13, Collins Arch
447 Collins Street
Melbourne, Victoria, 3000
ASX code
VOR

Notes:

1. Formerly known as Bentleys Audit & Corporate (WA) Pty Ltd. The Auditors have consented to being named in this Prospectus.

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