Noumi : Appendix 3B - Tranche B Convertible Notes

For personal use only

This appendix is available as an online form
Only use this form if the online version is not available	+Rule 3.10.3

Appendix 3B

Proposed issue of +securities

Information and documents given to ASX become ASX's property and may be made public.

If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are in an existing class of security, and the event timetable includes rights (or entitlement for non- renounceable issues), and deferred settlement trading or a representation of such, ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading. This code will be different to the existing class. If the securities do not rank equally with the existing class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.

Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

+ See chapter 19 for defined terms	Page 1
5 June 2021

For personal use only

	This appendix is available as an online form	Appendix 3B
				Proposed issue of +securities
	Part 1 - Entity and announcement details
	Question	Question	Answer
	no
	1.1	*Name of entity	Noumi Limited
		We (the entity here named)
		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	*Registration type and number	ACN 002 814 235
		Please supply your ABN, ARSN,
		ARBN, ACN or another registration
		type and number (if you supply
		another registration type, please
		specify both the type of registration
		and the registration number).
	1.3	*ASX issuer code	NOU
	1.4	*This announcement is	☒ A new announcement
		Tick whichever is applicable.	☐ An update/amendment to a previous announcement
			☐ A cancellation of a previous announcement
	1.4a	*Reason for update	N/A
		Answer this question if your response
		to Q 1.4 is "An update/amendment to
		previous announcement". A reason
		must be provided for an update.

+ See chapter 19 for defined terms	Page 2
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		This appendix is available as an online form	Appendix 3B
					Proposed issue of +securities
		1.4b	*Date of previous	N/A
			announcement(s) to this
			update
only			Answer this question if your response
		to Q 1.4 is "An update/amendment to
		previous announcement".
	1.4c	*Reason for cancellation	N/A
		Answer this question if your response
		to Q 1.4 is "A cancellation of previous
		announcement".
	1.4d	*Date of previous	N/A
		announcement(s) to this
		cancellation
use			Answer this question if your response
		to Q 1.4 is "A cancellation of previous
		announcement".
		1.5	*Date of this announcement	25 February 2022
		1.6	*The proposed issue is:	☐ A +bonus issue (complete Parts 2 and 8)
			Note: You can select more than one	☐ A standard +pro rata issue (non-renounceable or
			type of issue (e.g. an offer of
			securities under a securities purchase		renounceable) (complete Q1.6a and Parts 3 and 8)
			plan and a placement, however ASX	☐ An accelerated offer (complete Q1.6b and Parts 3 and 8)
			may restrict certain events from being
personal			announced concurrently). Please	☐ An offer of +securities under a +securities purchase
		contact your ASX listings compliance
		adviser if you are unsure.		plan (complete Parts 4 and 8)
		☒ A non-+pro rata offer of +securities under a
				+disclosure document or +PDS (complete Parts 5 and 8)
			☐ A non-+pro rata offer to wholesale investors under an
				information memorandum (complete Parts 6 and 8)
			☒ A placement or other type of issue (complete Parts 7 and
				8)
	1.6a	*The proposed standard +pro	☐ Non-renounceable
		rata issue is:	☐ Renounceable
		Answer this question if your response
		to Q1.6 is "A standard pro rata issue
		(non-renounceable or renounceable)."
		Select one item from the list
		An issuer whose securities are
		currently suspended from trading
		cannot proceed with an entitlement
		offer that allows rights trading. If your
		securities are currently suspended,
For			please consult your ASX listings
		compliance adviser before proceeding
		further.
	1.6b	*The proposed accelerated	☐ Accelerated non-renounceable entitlement offer
		offer is:		(commonly known as a JUMBO or ANREO)
		Answer this question if your response	☐ Accelerated renounceable entitlement offer
		to Q1.6 is "An accelerated offer"
		Select one item from the list		(commonly known as an AREO)
		☐ Simultaneous accelerated renounceable entitlement
		An issuer whose securities are
			currently suspended from trading		offer (commonly known as a SAREO)
			cannot proceed with an entitlement	☐ Accelerated renounceable entitlement offer with dual
			offer that allows rights trading. If your
			securities are currently suspended,		book-build structure (commonly known as a
			please consult your ASX listings		RAPIDS)
			compliance adviser before proceeding	☐ Accelerated renounceable entitlement offer with retail
			further.
					rights trading (commonly known as a PAITREO)

+ See chapter 19 for defined terms	Page 3
5 June 2021

For personal use only

This appendix is available as an online form	Appendix 3B
	Proposed issue of +securities

Part 5 - Details of proposed non-pro rata offer under a +disclosure document or +PDS

If your response to Q1.6 is "A non-pro rata offer of securities under a disclosure document or PDS", please complete Parts 5A - 5F and the details of the securities proposed to be issued in Part 8.

Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS - conditions

Question	Question		Answer
No.
5A.1	*Do any external approvals need to	Yes
	be obtained or other conditions
	satisfied before the non-pro rata
	offer of +securities under a
	+disclosure document or + PDS
	can proceed on an unconditional
	basis?
	For example, this could include:
	•	+Security holder approval
	•	Court approval
	•	Lodgement of court order with +ASIC
	•	ACCC approval
	•	FIRB approval
	Disregard any approvals that have already
	been obtained or conditions that have
	already been satisfied.
5A.1a	Conditions
	Answer these questions if your response to 5A.1 is "Yes".
*Approval/ condition	*Date for		*Is the date	**Approval	Comments
Type			determination		estimated	received/
Select the applicable	The 'date for		or actual?	condition
approval/condition		determination' is			met?
from the list (ignore	the date that			Please
those that are not		you expect to			respond
applicable). More than	know if the			"Yes" or
one approval/condition	approval is			"No". Only
can be selected.		given or			answer this
			condition is			question
			satisfied (for			when you
			example, the			know the
			date of the			outcome of
			security holder			the
			meeting in the			approval.
			case of security
			holder approval
			or the date of
			the court
			hearing in the
			case of court
			approval).

+ See chapter 19 for defined terms	Page 4
5 June 2021

For personal use only

	This appendix is available as an online form		Appendix 3B
					Proposed issue of +securities
	+Security holder	Late March /	Estimated	No	If shareholder approval is obtained under
	approval	early April			ASX Listing Rule 7.1, the Tranche B Notes
		2022			will be convertible into ordinary shares. If
					shareholder approval is not obtained, the
					Company will proceed to issue the Tranche
					B Notes as follows:
					• the Company will issue such
					number of Tranche B Notes
					(approximately 10.4 million) on an
					equity settled basis as permitted
					under its existing placement
					capacity calculated in accordance
					with ASX Listing Rule 7.1
					(meaning those notes will be
					capable of being converted into
					shares on the issue date); and
					• the Company will issue the
					balance of the Tranche B Notes
					(up to approximately 16.8 million)
					on a cash-settled basis. These
					notes will only be convertible into
					shares once the shareholder
					approval is obtained.
	Court approval
	Lodgement of court
	order with +ASIC
	ACCC approval
	FIRB approval
	Other (please specify
	in comment section)

Part 5B - Proposed non-pro rata offer under a +disclosure document or +PDS - offer details

Question	Question	Answer
No.
5B.1	*Class of +securities to be offered under the	Unlisted, subordinated and secured
	+disclosure document or +PDS (please	convertible notes (Tranche B Notes).
	enter both the ASX security code &
	description)
5B.2	*The number of +securities to be offered	Up to 27.2 million Tranche B Notes
	under the +disclosure document or +PDS
	If the number of securities proposed to be issued is
	based on a formula linked to a variable (for example,
	VWAP or an exchange rate or interest rate), include the
	number of securities based on the variable as at the
	date the Appendix 3B is lodged with ASX and add a
	note in the "Any other information the entity wishes to
	provide about the proposed offer" field at the end of this
	form making it clear that this number is based on the
	variable as at the date of the Appendix 3B and that it
	may change.
5B.3	*Will the offer be conditional on applications	Yes
	for a minimum number of +securities being
	received or a minimum amount being raised
	(i.e. a minimum subscription condition)?

+ See chapter 19 for defined terms	Page 5
5 June 2021