Proposed issue of securitiesAnnouncement Summary
For personal use only
Entity name WELLFULLY LIMITED
Announcement Type New announcement
Date of this announcement 2/5/2022
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 2/5/2022
Refer to next page for full details of the announcementProposed issue of securities
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Proposed issue of securities
Part 1 - Entity and announcement details
1.1 Name of +Entity
WELLFULLY LIMITED
For personal use only
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 ABN
Registration Number 72056482636
1.3 ASX issuer code WFL
1.4 The announcement isNew announcement
1.5 Date of this announcement 2/5/2022
1.6 The Proposed issue is:
A placement or other type of issue
Proposed issue of securities
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Proposed issue of securitiesPart 7 - Details of proposed placement or other issue
For personal use only
Part 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?
No
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)?
New class
Details of +securities proposed to be issued
Will the proposed issue of this +security include an offer of attaching +securities?
No
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)Have you received confirmation from Will the entity be seeking quotationASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1?
Yes
ASX +security code
New class-code to be confirmed
Unlisted options with an exercise price of $0.15, expiring 30 April 2027
+Security type
Options
of the 'new' class of +securities on ASX?
No
+Security description
Number of +securities proposed to be issued 11,230,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
Proposed issue of securities
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Proposed issue of securities
Please describe the consideration being provided for the +securities
Unlisted options issued to GEM Global Yield LLC SCS as part sign-on fees as part of the capital funding facility up to A$55 million over a three year period.
For personal use only
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 278,732.000000
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
Options details
+Security currency | Exercise price | Expiry date |
AUD - Australian Dollar | AUD 0.1500 | 30/4/2027 |
Details of the type of +security that will be issued if the option is exercised WFL : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
Upon exercise, 11,230,000 unlisted options convert to 11,230,000 fully paid ordinary shares (ASX: WFL).
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.
Refer today's ASX announcement entitled Wellfully Secures Capital Funding Facility of up to A$55m for details.
Part 7C - Timetable
7C.1 Proposed +issue date
2/5/2022
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?
No
7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?
Yes
7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?
Proposed issue of securities
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Proposed issue of securities
placement capacity under listing rule 7.1?
11,230,000 unlisted options.
7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?
No
For personal use only
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
No
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
No
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
No
7E.2 Is the proposed issue to be underwritten?
No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
The Company has agreed to pay a fee of A$550,000 to GEM Global Yield LLC SCS in connection with the Capital Commitment Agreement, along with 19.3m options, 11.3m which is the subject of this notice.
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
Unlisted options issued to GEM Global Yield LLC SCS as part sign-on fees as part of the secured capital funding facility up to A$55 million over a three year period.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
No
7F.2 Any other information the entity wishes to provide about the proposed issue
If on 30 April 2023, the Company's share price is $0.135 or less, then the exercise price of the unlisted options will be adjusted to an amount equal to 105% of the Company's share price.
Proposed issue of securities
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Wellfully Ltd. published this content on 02 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2022 01:36:01 UTC.