Paragon Care : Section 708A Cleansing Notice and Appendix 3B (NOV2018)

ASX ANNOUNCEMENT

paragoncare.com.au

20 November 2018

Australian Securities Exchange (ASX) Company Announcements Office

SECTION 708A CLEANSING NOTICE AND APPENDIX 3B

Paragon Care Limited (ASX: PGC) (Paragon or Company) advises that it has completed the issue of 33,934,869 fully paid ordinary shares (Shares) at an issue price of $0.89 (89 cents) per Share.

These Shares were issued pursuant to the second tranche of the strategic placement announced on 27 August 2018.

Following this issue, the Company confirms its current placement capacity as follows:

Placement capacity	Number of Shares
Placement capacity available under Listing Rule 7.1	50,569,010
Placement capacity available under Listing Rule 7.1A	33,712,673
Total placement capacity available	84,281,683

As required by subsection 708A(6) of the Corporations Act 2001 (Cth) (Corporations Act), the Company gives notice that:

• (a) the Shares are issued without disclosure to investors under Part 6D.2 of the Corporations Act;

• (b) this notice is being given under section 708A(5)(e) of the Corporations Act;

• (c) as at the date of this notice, the Company has complied with the provisions of:

  • (i) Chapter 2M of the Corporations Act as they apply to the Company; and

  • (ii) section 674 of the Corporations Act; and

• (d) as at the date of this notice, there is no information that is 'excluded information' (within the meaning of sections 708A(7) and 708A(8) of the Corporations Act).

An Appendix 3B relating to this issue is attached to this announcement.

Melanie Leydin

Company Secretary

For further information please contact:

Andrew Just	Shane Tanner
Managing Director	Chairman
T: 1300 369 559	T: [phone]
E:[e-mail]

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Paragon Care Limited

ABN 76 064 551 426

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to be issued

  Fully paid ordinary shares

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

  33,934,869

• 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Fully paid ordinary shares

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• 4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

  If the additional +securities do not rank equally, please state:

  • • the date from which they do

  • • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration

  Yes

  $0.89 (89 cents) per fully paid ordinary share

• 6 Purpose of the issue

  (If issued as consideration for the acquisition of assets, clearly identify those assets)

  Pursuant to strategic placement announced on 27 August 2018. Proceeds will be used to fund near term acquisitions of complementary healthcare businesses in Australia and New Zealand.

• 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

  If Yes, complete sections 6b - 6h

  in relation to the +securities the

  subject of this Appendix 3B, and

  comply with section 6i

• 6b The date the security holder resolution under rule 7.1A was passed

  Yes

  20 November 2018

• 6c Number of +securities issued without security holder approval under rule 7.1

Nil

+ See chapter 19 for defined terms.

Appendix 3B Page 2

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04/03/2013

• 6d Number of +securities issued with security holder approval under rule 7.1A

  Nil

• 6e Number of +securities issued 33,934,869 fully paid ordinary shares -20

  with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

  November 2018

• 6f Number of +securities issued under an exception in rule 7.2

  Nil

• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

  N/A

• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

  N/A

• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

  Refer Annexure 1

• 7 +Issue dates

  Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

  Cross reference: item 33 of Appendix 3B.

8	Number and +class of	all
+securities quoted on	ASX
(including the +securities	in
section 2 if applicable)

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20 November 2018

Number	+Class
337,126,739	Fully paid ordinary shares

• 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

  Number	+Class
  N/A	N/A

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No change to dividend policy

Part 2 - Pro rata issue

Questions 11 to 33 - Not Applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34

Type of +securities (tick one)

(a)

+Securities described in Part 1

(b)

All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Questions 35 to 37 - Not Applicable

Entities that have ticked box 34(b)

Questions 38 to 42 - Not Applicable

+ See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

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