Norwood : Proposed issue of securities - NOR

Announcement Summary

Entity name

NORWOOD SYSTEMS LIMITED

Announcement Type

New announcement

Date of this announcement 28/3/2022

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

Proposed +issue date 6/5/2022

Refer to next page for full details of the announcementPart 1 - Entity and announcement details

1.1 Name of +Entity

NORWOOD SYSTEMS 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 ACN

Registration Number 062959540

1.3 ASX issuer code NOR

1.4 The announcement isNew announcement

1.5 Date of this announcement 28/3/2022

1.6 The Proposed issue is:

A placement or other type of issuePart 7 - Details of proposed placement or other issuePart 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

7A.1a Conditions

Approval/Condition +Security holder approval

Date for determination 6/5/2022

Is the date estimated or actual?

Estimated

** Approval received/condition met?

No

Comments

The Convertible Note security conversion into Shares and Options is subject to and conditional upon the Company obtaining all approvals required pursuant to the ASX Listing Rules. The convertible notes are automatically deemed to convert into Shares and Options on receipt of the Shareholder Approval

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?

Existing class

Details of +securities proposed to be issued

ASX +security code and description

NOR : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities?

Yes

Number of +securities proposed to be issued

18,666,667

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

Yes

In what currency is the cash Proposed issue of securities

What is the issue price per 3 / 6

In what currency is the cash consideration being paid?

AUD - Australian Dollar

What is the issue price per +security?

AUD 0.01500

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)?

New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issuedISIN Code (if Issuer is a foreign company and +securities are non CDIs)Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class ofof the proposed +securities are appropriate and equitable under listing rule 6.1?

No

ASX +security code

New class-code to be confirmed

Option exercisable at 2.4 cents expiring 31 December 2023

+Security type

Options

Number of +securities proposed to be issued 18,666,667

Offer price details

+securities on ASX?

No

+Security description

Are the +securities proposed to be issued being issued for a cash consideration?

No

Please describe the consideration being provided for the +securities free attaching options for each conversion share as part of the Convertible Note Facility

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

Will all the +securities issued in this class rank equally in all respects from their issue date?

Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.0240

Expiry date 31/12/2023

Details of the type of +security that will be issued if the option is exercised NOR : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised 18666667

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://www2.asx.com.au/markets/trade-our-cash-market/announcements.nor

ASX Announcement titled 'NORWOOD RAISES $0.3M IN NEW CONVERTIBLE NOTES FROM DIRECTOR '

Part 7C - Timetable

7C.1 Proposed +issue date

6/5/2022

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?

Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 6/5/2022

• 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?