TIDMMXC
RNS Number : 6590Y
MGC Pharmaceuticals Limited
14 May 2021
MGC Pharmaceuticals Ltd
Option Conversion - Appendix 2A & Escrow Shares
14 May 2021
ASX Code: MXC
LSE Code: MXC
MGC Pharmaceuticals Ltd (ASX: MXC, 'MGC Pharma' or 'the
Company'), confirms the attached Appendix 2A refers to:
1. The issue of 26,884,731 ordinary shares following the
acquisition of MediCaNL Inc ( MediCaNL ), amounting to $1,800,000
which represents 30% of the total consideration.
2. The issue of 555,555 ordinary shares following the exercise
of $0.045 Listed Options for a total consideration of $25,000.
Release of Shares from Voluntary Escrow:
Furthermore, the Company wishes to advise in accordance with ASX
Listing Rule 3.10A, that 15,151,515 fully paid ordinary shares held
by Cannvalate Pty Ltd ( Escrowed Shares ) will be released from
voluntary escrow on 21 May 2021.
The Escrowed Shares were subject to voluntary escrow
restrictions following the acquisition of Medicinal Cannabis
Clinics, as announced on 23 November 2022. 15,151,515 ordinary
shares will remain in escrow until 23 November 2021.
Cleansing Notice:
Pursuant to section 708A(5)(e) of the Corporations Act 2001
(Cth) (Corporations Act), the Company gives notice in relation to
the 26,884,731 ordinary shares issued to the vendors of MediCaNL
that:
(a) the Company issued the Shares without disclosure under Part 6D.2 of the Corporations Act; and
(b) as at the date of this notice, the Company has complied with
the provisions of Chapter 2M of the Corporations Act as they apply
to the Company;
(c) as at the date of this notice, the Company has complied with
section 674 of the Corporations Act as it applies to the Company;
and
(d) as at the date of this notice, there is no information to be
disclosed which is "excluded information" as defined in subsection
708A(7) of the Corporations Act that is reasonable for investors
and their professional advisors to find in a disclosure
document.
-Ends-
Authorised for issue by Nadine Barry, Company Secretary, further
information, please contact:
PR/IR Advisors - Media & MGC Pharmaceuticals Ltd
Capital Partners Roby Zomer
Rod Hinchcliffe (IR) +61 CEO & Managing Director
412 277 377 +61 8 6382 3390
Rod.Hinchcliffe@mcpartners.com.au info@mgcpharma.com.au
UK Broker - Turner Pope UK PR Advisors - Tavistock
Andy Thacker Charles Vivian +44 207 920 3150
info@TurnerPope.com mgcpharma@tavistock.co.uk
Zoe Alexander +44 20 3657 Tim Pearson +44 7983 118 502
0050
About MGC Pharma
MGC Pharmaceuticals Ltd (LSE: MXC, ASX: MXC) is a European based
bio-pharma company developing and supplying affordable standardised
phytocannabinoid derived medicines to patients globally. The
Company's founders were key figures in the global medical cannabis
industry and the core business strategy is to develop and supply
high quality phytocannabinoid derived medicines for the growing
demand in the medical markets in Europe, North America and
Australasia. MGC Pharma has a robust product offering targeting two
widespread medical conditions - epilepsy and dementia - and has
further products in the development pipeline.
Employing its 'Nature to Medicine' strategy, MGC Pharma has
partnered with renowned institutions and academia to optimise
cultivation and the development of targeted phytocannabinoid
derived medicines products prior to production in the Company's
EU-GMP Certified manufacturing facility.
MGC Pharma has a number of research collaborations with world
renowned academic institutions, and including recent research
highlighting the positive impact of using specific phytocannabinoid
formulations developed by MGC Pharma in the treatment of
glioblastoma, the most aggressive and so far therapeutically
resistant primary brain tumour.
MGC Pharma has a growing patient base in Australia, the UK,
Brazil and Ireland and has a global distribution footprint via an
extensive network of commercial partners meaning that it is poised
to supply the global market.
Follow us through our social media channels :
Twitter: @MGC_Pharma
Facebook: @mgcpharmaceuticals
LinkedIn: MGC Pharmaceuticals Ltd.
Instagram: @mgc_pharma
Appendix 2A
Application for quotation of +securities
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.
If you are an entity incorporated outside Australia and you are
seeking quotation of a new class of +securities other than CDIs,
you will need to obtain and provide an International Securities
Identification Number (ISIN) for that class. 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.
Part 1 - Entity and announcement details
Question Question Answer
no
1.1 *Name of entity MGC Pharmaceuticals Ltd
We (the entity here named)
apply for +quotation of the
following +securities and
agree to the matters set
out in Appendix 2A of the
ASX Listing Rules. ([1])
-------------------------------------- -------------------------------
1.2 *Registration type and number ABN 30 116 800 269
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
-------------------------------------- -------------------------------
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
Mandatory only if "Update"
ticked in Q1.4 above. A reason
must be provided for an update.
-------------------------------------- -------------------------------
1.4b *Date of previous announcement N/A
to this update
Mandatory only if "Update"
ticked in Q1.4 above.
-------------------------------------- -------------------------------
1.4c *Reason for cancellation N/A
Mandatory only if "Cancellation"
ticked in Q1.4 above.
-------------------------------------- -------------------------------
1.4d *Date of previous announcement N/A
to this cancellation
Mandatory only if "Cancellation"
ticked in Q1.4 above.
-------------------------------------- -------------------------------
1.5 *Date of this announcement 14 May 2021
-------------------------------------- -------------------------------
Part 2 - Type of issue
Question Question Answer
No.
2.1 *The + securities to be quoted Being issued as part of
are: a transaction or transactions
Select whichever item is applicable. previously announced to the
If you wish to apply for quotation market in an Appendix 3B
of different types of issues Being issued under a +dividend
of securities, please complete or distribution plan
a separate Appendix 2A for Being issued as a result
each type of issue. of options being exercised
or other +convertible securities
being converted
Unquoted partly paid +securities
that have been paid up and
are now quoted fully paid
+securities
+Restricted securities where
the escrow period has expired
or is about to expire
+Securities previously issued
under an +employee incentive
scheme where the restrictions
on transfer have ceased or
are about to cease
+Securities issued under
an +employee incentive scheme
that are not subject to a
restriction on transfer or
that are to be quoted notwithstanding
there is a restriction on
transfer
Other
------------------------------------------ ----------------------------------------
2.2a.1 *Date of Appendix 3B notifying 1. N/A
the market of the proposed 2. 22 April 2021
issue of +securities for which
quotation is now being sought
Answer this question if your
response to Q2.1 is "Being
issued as part of a transaction
or transactions previously
announced to the market in
an Appendix 3B"
------------------------------------------ ----------------------------------------
2.2a.2 *Are there any further issues Yes
of +securities yet to take
place to complete the transaction(s)
referred to in the Appendix
3B?
Answer this question if your
response to Q2.1 is "Being
issued as part of a transaction
or transactions previously
announced to the market in
an Appendix 3B".
------------------------------------------ ----------------------------------------
2.2a.2.1 *Please provide details of 1. 30% of the consideration
the further issues of +securities shares relating to the MediCaNL
yet to take place to complete acquisition have been issued,
the transaction(s) referred with the remaining 70% to
to in the Appendix 3B be issued over 13 months
Answer this question if your as detailed in the 3B on
response to Q2.1 is "Being 22 April 2021
issued as part of a transaction 2. N/A
or transactions previously
announced to the market in
an Appendix 3B" and your response
to Q2.2a.2 is "Yes".
Please provide details of
the proposed dates and number
of securities for the further
issues. This may be the case,
for example, if the Appendix
3B related to an accelerated
pro rata offer with an institutional
component being quoted on
one date and a retail component
being quoted on a later date.
------------------------------------------ ----------------------------------------
2.2b.1 *Date of Appendix 3A.1 lodged N/A
with ASX in relation to the
underlying +dividend or distribution
Answer this question if your
response to Q2.1 is "Being
issued under a dividend or
distribution plan".
------------------------------------------ ----------------------------------------
2.2b.2 *Does the +dividend or distribution N/A
plan meet the requirement
of listing rule 7.2 exception
4 that it does not impose
a limit on participation?
Answer this question if your
response to Q2.1 is "Being
issued under a dividend or
distribution plan".
Note: Exception 4 only applies
where security holders are
able to elect to receive all
of their dividend or distribution
as securities. For example,
Exception 4 would not apply
in the following circumstances:
1) The entity has specified
a dollar limit on the level
of participation e.g. security
holders can only participate
to a maximum value of $x in
respect of their entitlement,
or 2) The entity has specified
a maximum number of securities
that can participate in the
plan e.g. security holders
can only receive securities
in lieu of dividend payable
for x number of securities.
------------------------------------------ ----------------------------------------
2.2c.1 Please state the number and 1. N/A
type of options that were 2. Listed options (ASX: MXCOE)
exercised or other +convertible exercised at $0.045 into
securities that were converted 555,555 Ordinary Fully Paid
(including their ASX security Shares
code)
Answer this question if your
response to Q2.1 is "Being
issued as a result of options
being exercised or other convertible
securities being converted".
------------------------------------------ ----------------------------------------
2.2c.2 And the date the options were 1. N/A
exercised or other +convertible 2. 10 May 2021
securities were converted
Answer this question if your
response to Q2.1 is "Being
issued as a result of options
being exercised or other convertible
securities being converted".
Note: If this occurred over
a range of dates, enter the
date the last of the options
was exercised or convertible
securities was converted.
------------------------------------------ ----------------------------------------
2.2d.1 Please state the number and N/A
type of partly paid +securities
(including their ASX security
code) that were fully paid
up
Answer this question if your
response to Q2.1 is "Unquoted
partly paid securities that
have been paid up and are
now quoted fully paid securities".
------------------------------------------ ----------------------------------------
2.2d.2 And the date the + securities N/A
were fully paid up
Answer this question if your
response to Q2.1 is "Unquoted
partly paid securities that
have been paid up and are
now quoted fully paid securities".
Note: If this occurred over
a range of dates, enter the
date the last of the securities
was fully paid up.
------------------------------------------ ----------------------------------------
2.2e.1 Please state the number and N/A
type of +restricted securities
(including their ASX security
code) where the escrow period
has expired or is about to
expire
Answer this question if your
response to Q2.1 is "Restricted
securities where the escrow
period has expired or is about
to expire".
------------------------------------------ ----------------------------------------
2.2e.2 And the date the escrow restrictions N/A
have ceased or will cease
Answer this question if your
response to Q2.1 is "Restricted
securities where the escrow
period has expired or is about
to expire".
Note: If this occurred over
a range of dates, enter the
date the last of the escrow
restrictions has ceased or
will cease.
------------------------------------------ ----------------------------------------
2.2f.1 Please state the number and N/A
type of +securities (including
their ASX security code) previously
issued under the +employee
incentive scheme where the
restrictions on transfer have
ceased or are about to cease
Answer this question if your
response to Q2.1 is "Securities
previously issued under an
employee incentive scheme
where the restrictions on
transfer have ceased or are
about to cease".
------------------------------------------ ----------------------------------------
2.2f.2 And the date the restrictions N/A
on transfer have ceased or
will cease:
Answer this question if your
response to Q2.1 is "Securities
previously issued under an
employee incentive scheme
where the restrictions on
transfer have ceased or are
about to cease".
Note: If this occurred over
a range of dates, enter the
date the last of the restrictions
on transfer has ceased or
will cease.
------------------------------------------ ----------------------------------------
2.2g.1 Please state the number and N/A
type of +securities (including
their ASX security code) issued
under an +employee incentive
scheme that are not subject
to a restriction on transfer
or that are to be quoted notwithstanding
there is a restriction on
transfer
Answer this question if your
response to Q2.1 is "Securities
issued under an employee incentive
scheme that are not subject
to a restriction on transfer
or that are to be quoted notwithstanding
there is a restriction on
transfer".
------------------------------------------ ----------------------------------------
2.2g.2 *Please attach a document N/A
or provide details of a URL
link for a document lodged
with ASX detailing the terms
of the + employee incentive
scheme or a summary of the
terms.
Answer this question if your
response to Q2.1 is "Securities
issued under an employee incentive
scheme that are not subject
to a restriction on transfer
or that are to be quoted notwithstanding
there is a restriction on
transfer".
------------------------------------------ ----------------------------------------
2.2g.3 *Are any of these +securities N/A
being issued to +key management
personnel (KMP) or an +associate
Answer this question if your
response to Q2.1 is "Securities
issued under an employee incentive
scheme that are not subject
to a restriction on transfer
or that are to be quoted notwithstanding
there is a restriction on
transfer".
------------------------------------------ ----------------------------------------
2.2g.3.a *Provide details of the recipients and the number of
+securities issued to each of them.
Answer this question if your response to Q2.1 is "Securities
issued under an employee incentive scheme that are not
subject to a restriction on transfer or that are to be
quoted notwithstanding there is a restriction on transfer"
and your response to Q2.2g.3 is "Yes". Repeat the detail
in the table below for each KMP involved in the issue.
If the securities are being issued to the KMP, repeat
the name of the KMP or insert "Same" in "Name of registered
holder". If the securities are being issued to an associate
of a KMP, insert the name of the associate in "Name of
registered holder".
Name of KMP Name of registered Number of +securities
holder
------------------------------------------------------------------------------------
2.2h.1 * The purpose(s) for which To raise additional working
the entity is issuing the capital
+securities is: To fund the retirement of
Answer this question if your debt
response to Q2.1 is "Other". To pay for the acquisition
You may select one or more of an asset [provide details
of the items in the list. below]
To pay for services rendered
[provide details below]
Other [provide details below]
Additional details :
------------------------------------------ ----------------------------------------
2.2h.2 *Please provide any further N/A
information needed to understand
the circumstances in which
you are applying to have these
+securities quoted on ASX,
including (if applicable)
why the issue of the +securities
has not been previously announced
to the market in an Appendix
3B
You must answer this question
if your response to Q2.1 is
"Other". If there is no other
information to provide, please
answer "Not applicable" or
"N/A".
------------------------------------------ ----------------------------------------
2.2i *Are these +securities being N/A
offered under a +disclosure
document or +PDS?
Answer this question if your
response to Q2.1 is any option
other than "Being issued as
part of a transaction or transactions
previously announced to the
market in an Appendix 3B".
------------------------------------------ ----------------------------------------
2.2i.1 *Date of +disclosure document N/A
or +PDS?
Answer this question if your
response to Q2.1 is any option
other than "Being issued as
part of a transaction or transactions
previously announced to the
market in an Appendix 3B"
and your response to Q2.2i
is "Yes".
Under the Corporations Act,
the entity must apply for
quotation of the securities
within 7 days of the date
of the disclosure document
or PDS.
------------------------------------------ ----------------------------------------
2.3 *The +securities to be quoted Additional +securities in
are: a class that is already quoted
Tick whichever is applicable on ASX ("existing class")
New +securities in a class
that is not yet quoted on
ASX ("new class")
------------------------------------------ ----------------------------------------
Part 3A - number and type of +securities to be quoted (existing
class or new class) where issue has previously been notified to ASX
in an Appendix 3B
Answer the questions in this Part if your response to Q2.1 is
"Being issued as part of a transaction or transactions previously
announced to the market in an Appendix 3B" and your response to
Q2.3 is "existing class" or "new class".
Question Question Answer
No.
3A.1 *ASX security code & description -
--------------------------------- -------
3A.2 *Number of +securities to -
be quoted
--------------------------------- -------
Part 3B - number and type of +securities to be quoted (existing
class) where issue has not previously been notified to ASX in an
Appendix 3B
Answer the questions in this Part if your response to Q2.1 is
anything other than "Being issued as part of a transaction or
transactions previously announced to the market in an Appendix 3B"
and your response to Q2.3 is "existing class".
Question Question Answer
No.
3B.1 *ASX security code & description MXC
--------------------------------------------------------- ---------------------------
3B.2 *Number of +securities to 27,440,286 ordinary shares
be quoted
--------------------------------------------------------- ---------------------------
3B.3a *Will the +securities to be Yes
quoted rank equally in all
respects from their issue
date with the existing issued
+securities in that class?
--------------------------------------------------------- ---------------------------
3B.3b *Is the actual date from which N/A
the +securities will rank
equally (non-ranking end date)
known?
Answer this question if your
response to Q3B.3a is "No".
--------------------------------------------------------- ---------------------------
3B.3c *Provide the actual non-ranking N/A
end date
Answer this question if your
response to Q3B.3a is "No"
and your response to Q3B.3b
is "Yes".
--------------------------------------------------------- ---------------------------
3B.3d *Provide the estimated non-ranking N/A
end period
Answer this question if your
response to Q3B.3a is "No"
and your response to Q3B.3b
is "No".
--------------------------------------------------------- ---------------------------
3B.3e *Please state the extent to N/A
which the +securities do not
rank equally:
* in relation to the next dividend, distribution or
interest payment; or
* for any other reason
Answer this question if your
response to Q3B.3a is "No".
For example, the securities
may not rank at all, or may
rank proportionately based
on the percentage of the period
in question they have been
on issue, for the next dividend,
distribution or interest payment;
or they may not be entitled
to participate in some other
event, such as an entitlement
issue.
--------------------------------------------------------- ---------------------------
Part 3C - number and type of +securities to be quoted (new
class) where issue has not previously been notified to ASX in an
Appendix 3B
Answer the questions in this Part if your response to Q2.1 is
anything other than "Being issued as part of a transaction or
transactions previously announced to the market in an Appendix 3B"
and your response to Q2.3 is "new class".
Question Question Answer
No.
3C.1 *Security description N/A
-------------------------------------------------------------- -------------------------------------
3C.2 *Security type Ordinary fully or partly
Select one item from the list paid shares/units
that best describes the securities Options
the subject of this form. +Convertible debt securities
This will determine more detailed Non-convertible +debt securities
questions to be asked about Redeemable preference shares/units
the security later in this Other
section. Select "ordinary
fully or partly paid shares/units"
for stapled securities or
CDIs. For interest rate securities,
please select the appropriate
choice from either "Convertible
debt securities" or "Non-convertible
debt securities". Select "Other"
for performance shares/units
and performance options/rights
or if the selections available
in the list do not appropriately
describe the security being
issued.
-------------------------------------------------------------- -------------------------------------
3C.3 ISIN code N/A
Answer this question if you
are an entity incorporated
outside Australia and you
are seeking quotation of a
new class of securities other
than CDIs. See also the note
at the top of this form.
-------------------------------------------------------------- -------------------------------------
3C.4 *Number of +securities to N/A
be quoted
-------------------------------------------------------------- -------------------------------------
3C.5a *Will all the +securities N/A
issued in this class rank
equally in all respects from
the issue date?
-------------------------------------------------------------- -------------------------------------
3C.5b *Is the actual date from which N/A
the +securities will rank
equally (non-ranking end date)
known?
Answer this question if your
response to Q3C.5a is "No".
-------------------------------------------------------------- -------------------------------------
3C.5c *Provide the actual non-ranking N/A
end date
Answer this question if your
response to Q3C.5a is "No"
and your response to Q3C.5b
is "Yes".
-------------------------------------------------------------- -------------------------------------
3C.5d *Provide the estimated non-ranking N/A
end period
Answer this question if your
response to Q3C.5a is "No"
and your response to Q3C.5b
is "No".
-------------------------------------------------------------- -------------------------------------
3C.5e *Please state the extent to N/A
which the +securities do not
rank equally:
* in relation to the next dividend, distribution or
interest payment; or
* for any other reason
Answer this question if your
response to Q3C.5a is "No".
For example, the securities
may not rank at all, or may
rank proportionately based
on the percentage of the period
in question they have been
on issue, for the next dividend,
distribution or interest payment;
or they may not be entitled
to participate in some other
event, such as an entitlement
issue.
-------------------------------------------------------------- -------------------------------------
3C.6 Please attach a document or N/A
provide a URL link for a document
lodged with ASX setting out
the material terms of the
+securities to be quoted
You may cross-reference a
disclosure document, PDS,
information memorandum, investor
presentation or other announcement
with this information provided
it has been released to the
ASX Market Announcements Platform.
-------------------------------------------------------------- -------------------------------------
3C.7 *Have you received confirmation N/A
from ASX that the terms of
the +securities are appropriate
and equitable under listing
rule 6.1?
Answer this question only
if you are an ASX Listing.
(ASX Foreign Exempt Listings
and ASX Debt Listings do not
have to answer this question).
If your response is "No" and
the securities have any unusual
terms, you should approach
ASX as soon as possible for
confirmation under listing
rule 6.1 that the terms are
appropriate and equitable.
-------------------------------------------------------------- -------------------------------------
3C.8 *Provide a distribution schedule for the new +securities
according to the categories set out in the left hand
column - including the number of recipients and the total
percentage of the new +securities held by the recipients
in each category. Number of +securities Number of holders Total percentage
held of +securities held
1 - 1,000 N/A
------------------ ---------------------
1,001 - 5,000
------------------ ---------------------
5,001 - 10,000
------------------ ---------------------
10,001 - 100,000
------------------ ---------------------
100,001 and over
------------------ ---------------------
Answer this question only if you are an ASX Listing (ASX
Foreign Exempt Listings and ASX Debt Listings do not
have to answer this question) and the securities to be
quoted have already been issued.
Note: if the securities to be quoted have not yet been
issued, under listing rule 3.10.5, you will need to provide
to ASX a list of the 20 largest recipients of the new
+securities, and the number and percentage of the new
+securities received by each of those recipients, and
a distribution schedule for the securities when they
are issued.
-----------------------------------------------------------------------------------------------------
3C.9a Ordinary fully or partly paid shares/units details
Answer the questions in this section if you selected
this security type in your response to Question 3C.2.
-----------------------------------------------------------------------------------------------------
* + Security currency N/A
This is the currency in which
the face amount of an issue
is denominated. It will also
typically be the currency
in which distributions are
declared.
------------------------------------------------------------ ---------------------------------------
*Will there be CDIs issued N/A
over the + securities?
------------------------------------------------------------ ---------------------------------------
*CDI ratio N/A
Answer this question if you
answered "Yes" to the previous
question. This is the ratio
at which CDIs can be transmuted
into the underlying security
(e.g. 4:1 means 4 CDIs represent
1 underlying security whereas
1:4 means 1 CDI represents
4 underlying securities).
------------------------------------------------------------ ---------------------------------------
*Is it a partly paid class N/A
of + security?
------------------------------------------------------------ ---------------------------------------
*Paid up amount: unpaid amount N/A
Answer this question if answered
"Yes" to the previous question.
The paid up amount represents
the amount of application
money and/or calls which
have been paid on any security
considered 'partly paid'
The unpaid amount represents
the unpaid or yet to be called
amount on any security considered
'partly paid'.
The amounts should be provided
per the security currency
(e.g. if the security currency
is AUD, then the paid up
and unpaid amount per security
in AUD).
------------------------------------------------------------ ---------------------------------------
*Is it a stapled + security? N/A
This is a security class
that comprises a number of
ordinary shares and/or ordinary
units issued by separate
entities that are stapled
together for the purposes
of trading.
------------------------------------------------------------ ---------------------------------------
3C.9b Option details
Answer the questions in this section if you selected
this security type in your response to Question 3C.2.
-----------------------------------------------------------------------------------------------------
* + Security currency N/A
This is the currency in which
the exercise price is payable.
------------------------------------------------------------ ---------------------------------------
*Exercise price N/A
The price at which each option
can be exercised and convert
into the underlying security.
The exercise price should
be provided per the security
currency (i.e. if the security
currency is AUD, the exercise
price should be expressed
in AUD).
------------------------------------------------------------ ---------------------------------------
*Expiry date N/A
The date on which the options
expire or terminate.
------------------------------------------------------------ ---------------------------------------
*Details of the number and N/A
type of + security (including
its ASX security code if
the + security is quoted
on ASX) that will be issued
if an option is exercised
For example, if the option
can be exercised to receive
one fully paid ordinary share
with ASX security code ABC,
please insert "One fully
paid ordinary share (ASX:ABC)".
------------------------------------------------------------ ---------------------------------------
3C.9c Details of non-convertible +debt securities, +convertible
debt securities, or redeemable preference shares/units
Answer the questions in this section if you selected
one of these security types in your response to Question
3C.2.
Refer to Guidance Note 34 and the " Guide to the Naming
Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities " for further information
on certain terms used in this section
-----------------------------------------------------------------------------------------------------
*Type of + security Simple corporate bond
Select one item from the Non-convertible note or bond
list Convertible note or bond
Preference share/unit
Capital note
Hybrid security
Other
------------------------------------------------------------ ---------------------------------------
* + Security currency N/A
This is the currency in which
the face value of the security
is denominated. It will also
typically be the currency
in which interest or distributions
are paid.
------------------------------------------------------------ ---------------------------------------
Face value N/A
This is the principal amount
of each security.
The face value should be
provided per the security
currency (i.e. if security
currency is AUD, then the
face value per security in
AUD).
------------------------------------------------------------ ---------------------------------------
*Interest rate type Fixed rate
Select one item from the Floating rate
list Indexed rate
Select the appropriate interest Variable rate
rate type per the terms of Zero coupon/no interest
the security. Definitions Other
for each type are provided
in the Guide to the Naming
Conventions and Security
Descriptions for ASX Quoted
Debt and Hybrid Securities
------------------------------------------------------------ ---------------------------------------
Frequency of coupon/interest Monthly
payments per year Quarterly
Select one item from the Semi-annual
list. Annual
No coupon/interest payments
Other
------------------------------------------------------------ ---------------------------------------
First interest payment date N/A
A response is not required
if you have selected "No
coupon/interest payments"
in response to the question
above on the frequency of
coupon/interest payments
------------------------------------------------------------ ---------------------------------------
Interest rate per annum N/A
Answer this question if the
interest rate type is fixed.
------------------------------------------------------------ ---------------------------------------
*Is the interest rate per N/A
annum estimated at this time?
Answer this question if the
interest rate type is fixed.
------------------------------------------------------------ ---------------------------------------
If the interest rate per N/A
annum is estimated, then
what is the date for this
information to be announced
to the market (if known)
Answer this question if the
interest rate type is fixed
and your response to the
previous question is "Yes".
Answer "Unknown" if the date
is not known at this time.
------------------------------------------------------------ ---------------------------------------
*Does the interest rate include N/A
a reference rate, base rate
or market rate (e.g. BBSW
or CPI)?
Answer this question if the
interest rate type is floating
or indexed.
------------------------------------------------------------ ---------------------------------------
*What is the reference rate, N/A
base rate or market rate?
Answer this question if the
interest rate type is floating
or indexed and your response
to the previous question
is "Yes".
------------------------------------------------------------ ---------------------------------------
*Does the interest rate include N/A
a margin above the reference
rate, base rate or market
rate?
Answer this question if the
interest rate type is floating
or indexed.
------------------------------------------------------------ ---------------------------------------
*What is the margin above N/A
the reference rate, base
rate or market rate (expressed
as a percent per annum)
Answer this question if
the interest rate type is
floating or indexed and your
response to the previous
question is "Yes" .
------------------------------------------------------------ ---------------------------------------
*S128F of the Income Tax s128F exempt
Assessment Act status applicable Not s128F exempt
to the + security s128F exemption status unknown
Select one item from the Not applicable
list
For financial products which
are likely to give rise to
a payment to which s128F
of the Income Tax Assessment
Act applies, ASX requests
issuers to confirm the s128F
status of the security:
* "s128F exempt" means interest payments are not
taxable to non-residents;
* "Not s128F exempt" means interest payments are
taxable to non-residents;
* "s128F exemption status unknown" means the issuer is
unable to advise the status;
* "Not applicable" means s128F is not applicable to
this security
------------------------------------------------------------ ---------------------------------------
*Is the + security perpetual N/A
(i.e. no maturity date)?
------------------------------------------------------------ ---------------------------------------
*Maturity date N/A
Answer this question if the
security is not perpetual
------------------------------------------------------------ ---------------------------------------
*Select other features applicable Simple
to the + security Subordinated
Up to 4 features can be selected. Secured
Further information is available Converting
in the Guide to the Naming Convertible
Conventions and Security Transformable
Descriptions for ASX Quoted Exchangeable
Debt and Hybrid Securities. Cumulative
Non-Cumulative
Redeemable
Extendable
Reset
Step-Down
Step-Up
Stapled
None of the above
------------------------------------------------------------ ---------------------------------------
*Is there a first trigger N/A
date on which a right of
conversion, redemption, call
or put can be exercised (whichever
is first)?
------------------------------------------------------------ ---------------------------------------
*If yes, what is the first N/A
trigger date
Answer this question if
your response to the previous
question is "Yes" .
------------------------------------------------------------ ---------------------------------------
Details of the number and N/A
type of + security (including
its ASX security code if
the + security is quoted
on ASX) that will be issued
if the +securities to be
quoted are converted, transformed
or exchanged
Answer this question if the
security features include
"converting", "convertible",
"transformable" or "exchangeable".
For example, if the security
can be converted into 1,000
fully paid ordinary shares
with ASX security code ABC,
please insert "1,000 fully
paid ordinary shares (ASX:ABC)".
------------------------------------------------------------ ---------------------------------------
Part 4 - Issue details
Question Question Answer
No.
4.1 *Have the +securities to Yes
be quoted been issued yet?
------------------------------------ --------------------------------------
4.1a *What was their date of issue? 1. 10 May 2021
Answer this question if your 2. 10 May 2021
response to Q4.1 is "Yes".
------------------------------------ --------------------------------------
4.1b *What is their proposed date N/A
of issue?
Answer this question if your
response to Q4.1 is "No".
------------------------------------ --------------------------------------
4.2 *Are the +securities to be 1. No
quoted being issued for a 2. Yes, 555,555 Shares issued
cash consideration? on exercise of options
If the securities are being
issued for nil cash consideration,
answer this question "No".
------------------------------------ --------------------------------------
4.2a *In what currency is the AUD
cash consideration being
paid
For example, if the consideration
is being paid in Australian
Dollars, state AUD.
Answer this question if your
response to Q4.2 is "Yes".
------------------------------------ --------------------------------------
4.2b * What is the issue price 1. N/A
per +security 2. Exercise price - $0.045
Answer this question if your (555,555 listed Options) expiry
response to Q4.2 is "Yes" 31 August 2021
and by reference to the issue
currency provided in your
response to Q4.2a.
Note: you cannot enter a
nil amount here. If the securities
are being issued for nil
cash consideration, answer
Q4.2 as "No" and complete
Q4.2c and Q4.2d.
------------------------------------ --------------------------------------
4.2c Please describe the consideration 1. $0.0670 per share ($1.8m)
being provided for the +securities being 26,884,731 consideration
to be quoted shares, calculated by 10 day
Answer this question if your VWAP prior to 21 April 2021
response to Q4.2 is "No". 2. N/A
------------------------------------ --------------------------------------
4.2d Please provide an estimate N/A
(in AUD) of the value of
the consideration being provided
per +security for the +securities
to be quoted
Answer this question if your
response to Q4.2 is "No".
------------------------------------ --------------------------------------
4.3 Any other information the N/A
entity wishes to provide
about the issue
------------------------------------ --------------------------------------
Part 5 - Issued capital following quotation
Following the quotation of the +securities the subject of this
application, the issued capital of the entity will comprise:
Note: the figures provided in the tables in sections 5.1 and
5.2 below are used to calculate the total market capitalisation
of the entity published by ASX from time to time. Please make
sure you include in the relevant table each class of securities
issued by the entity.
If you have quoted CHESS Depository Interests (CDIs) issued
over your securities, include them in the table in section 5.1
and include in the table in section 5.2 any securities that
do not have CDIs issued over them (and therefore are not quoted
on ASX).
Restricted securities should only be included in the table in
section 5.1 if you are applying to have them quoted because
the escrow period for the securities has expired or is about
to expire. Otherwise include them in the table in section 5.2.
5.1 *Quoted +securities (total number of each +class of +securities
quoted on ASX following the +quotation of the +securities
the subject of this application) ASX security code and description Total number of +securities
on issue
MXC: Fully Paid Ordinary Shares 2,310,679,974
MXCOE: Listed Options exercisable
at $0.045 expiring 31 August
2021 77,647,601
----------------------------
--------------------------------------------------------------------------------------------------------------------------
5.2 *Unquoted +securities (total number of each +class of
+securities issued but not quoted on ASX): ASX security code and description Total number of +securities
on issue
Unlisted Options ($0.15, 30 June
2021)
Unlisted Options ($0.05, 31 August
2023)
Unlisted Options ($0.06, 31 August
2023)
10,000,000
Unlisted Options ($0.07, 31 August
2023) 16,300,000
Unlisted Options ($0.026, 31 17,500,000
March 2023)*
17,500,000
Unlisted Options (GBP0.01475,
31 March 2023) 7,692,308
Performance Rights (BM/RZ)* 26,440,678
2020 Incentive Performance Rights* 10,000,000
2021 A Incentive Performance 14,550,000
Rights*
3,725,000
2021 B Incentive Performance
Rights* 9,275,000
Convertible Notes 3,850,000
----------------------------
* Subject to vesting conditions
--------------------------------------------------------------------------------------------------------------------------
Part 6 - Other Listing Rule requirements
The questions in this Part should only be answered if you are an
ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do
not need to complete this Part) and:
- your response to Q2.1 is "Being issued under a
dividend/distribution plan" and the response to Q2.2b.2 is "No";
or
- your response to Q2.1 is "Other".
Note that if your response to Q2.1 is "Being issued as part of a
transaction or transactions previously announced to the market in
an Appendix 3B", it is assumed that you will have provided the
information referred to in this Part in the Appendix 3B.
Question Question Answer
No.
6.1 *Has the entity obtained, N/A
or is it obtaining, +security
holder approval for the issue
under listing rule 7.1?
----------------------------------- -------
6.1a *Date of meeting or proposed N/A
meeting to approve the issue
under listing rule 7.1
Answer this question if the
response to Q6.1 is "Yes".
----------------------------------- -------
6.1b *Are any of the +securities N/A
being issued without +security
holder approval using the
entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the
response to Q6.1 is "No".
----------------------------------- -------
6.1b.1 *How many +securities are N/A
being issued without +security
holder approval using the
entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the
response to Q6.1 is "No" and
the response to Q6.1b is "Yes".
Please complete and separately
send by email to your ASX
listings adviser a work sheet
in the form of Annexure B
to Guidance Note 21 confirming
the entity has the available
capacity under listing rule
7.1 to issue that number of
securities.
----------------------------------- -------
6.1c *Are any of the +securities N/A
being issued without +security
holder approval using the
entity's additional 10% placement
capacity under listing rule
7.1A (if applicable)?
Answer this question if the
response to Q6.1 is "No".
----------------------------------- -------
6.1c.1 *How many +securities are N/A
being issued without +security
holder approval using the
entity's additional 10% placement
capacity under listing rule
7.1A?
Answer this question if the
response to Q6.1 is "No" and
the response to Q6.1c is "Yes".
Please complete and separately
send by email to your ASX
listings adviser a work sheet
in the form of Annexure C
to Guidance Note 21 confirming
the entity has the available
capacity under listing rule
7.1A to issue that number
of securities.
Introduced 01/12/19, amended 31/01/20
[1] Appendix 2A of the Listing Rules includes a warranty that an
offer of the securities for sale within 12 months after their issue
will not require disclosure under section 707(3) or 1012C(6) of the
Corporations Act. If the securities to be quoted have been issued
by way of a pro rata offer, to give this warranty, you will
generally need to have lodged a cleansing notice with ASX under
section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within
24 hours before the securities are offered (see ASIC Regulatory
Guide 189 Disclosure relief for rights issues). If in doubt, please
consult your legal adviser.
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END
MSCEAKSLFLPFEEA
(END) Dow Jones Newswires
May 14, 2021 02:50 ET (06:50 GMT)
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