XReality : Notification regarding unquoted securities - XRG

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

	Announcement Summary
only	Entity name
XREALITY GROUP LTD
		Date of this announcement
		Friday May 20, 2022
		The +securities the subject of this notification are:
		Other
use	Total number of +securities to be issued/transferred
ASX +security
		code	Security description
		New class - code	Unquoted Options
		to be confirmed
personalFor	Refer to next page for full details of the announcement

Total number of +securities to be

issued/transferred Issue date

45,000,000 01/12/2021

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 1 - Entity and announcement details

For personal use only

1.1 Name of entity

XREALITY GROUP LTD

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2	Registered number type	Registration number
ABN	39154103607
1.3	ASX issuer code
XRG

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

20/5/2022

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

2.1 The +securities the subject of this notification are: Other

For personal use only

Please specify

Appendix 3B dated 09/08/2021

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

does not have an existing ASX security code ("new class")

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

only	New +securities
ASX +security code			+Security description
	New class - code to be confirmed			Unquoted Options
	+Security type			ISIN code
	Options
use	Date the +securities the subject of this notification were issued
1/12/2021
	Will all the +securities issued in this class rank equally in all respects from their issue date?
personal	Yes
Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under
	listing rule 6.1?
	Yes
	Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being
	issued.
	https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02404739-2A1314432?access_token=8
	3ff96335c2d45a094df02a206a39ff4
Options Details
	+Security currency	Exercise price		Expiry date
	AUD - Australian Dollar	AUD 0.02000000	1/9/2024
	Details of the existing class of +security that will be issued upon exercise or conversion of this new class of
For	company option
Other
Description

XRG Fully Paid Ordinary Shares

Any other information the entity wishes to provide about the +securities the subject of this notification

As outlined in the market release 09/08/2021 (under the old ASX code IDZ), and subsequently approved by the shareholders at the AGM on 30/11/2021, the Company successfully renegotiated the terms of the debt facility with Birkdale Holdings, resulting in no requirement to convert and dilute current shareholders.

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

The Board successfully renegotiated the March 2021 agreement to:

• remove the equity conversion component, instead agreeing to issue Birkdale Holdings (subject to shareholder approval) 45m Options over XRG shares with an exercise price of $0.02. Exercise of the Options would result in the Company receiving $900k. The expiry of the Options is aligned with the term of the Birkdale Holdings debt facility agreed in August 2021; and
• roll the remaining balance of the Birkdale Holdings debt facility, totaling $3.56m into a new 3 year subordinated loan agreement, interest only, with interest capitalising for the term of the loan.

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

only

These have previously been advised in Appendix 3B lodged 09/08/2021

Issue details

For personal use

Number of +securities

45,000,000

Were the +securities issued for a cash consideration?

No

Please describe the consideration being provided for the +securities

As part of the renegotiation of the existing loan agreement.

Purpose of the issue

Other

Additional Details

As part of the renegotiation of the existing loan agreement.

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