CogState : Appendix 3B New Issue Announcement

44e13c57-25d6-43d1-ac5c-cb8caa1c6eb7.pdf

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 38 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. informa tion and documents given to ASX become ASX 'sproperty 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, 0 1/08/ 12, 04/03/ 13

Name of entity

pogstate Limited

ABN

Jso 090 975 723

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 spa ce).

1. Unrestricted unquoted options

2. Unrestricted unquoted options

+class of +securities issued or to be issued

1. Number of +securities issued or to I

   be issued (if known) or maxim um

   number wh ich may be issued

   '--

   
   

   1. 50,000

   2. 100,000

   
   

   
   

2. 50,000 options. Exercise price $0.26. Expiry date 22 October 2020.

3. 100,000 options. Exercise price $0.60. Expiry date 4 January 2021.

4. 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)

l. Yes

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 d ividend, (in the case of a trust, distri bution) 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	l.	NIA
2.	NIA




1. Non-Executive Director options lapsed under the Non-Executive Director Option Plan.

2. Employee options granted under the Employee Option Plan.

6 Purpose of the issue

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




Yes

6a ls the entity an +eligible entity tlrnt 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 1 22 October 2016

resolution under rule 7.1A was

passed

'--




6c Number of +securities issued I Nil without security holder approval

under rule 7. 1

'--

6d Number of +securities issued with I Ni l security holder approval under rule

7.lA

'--

Nil

6e N umber of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)




6f Number of +securities issued under I N il

an exception in rule 7.2

....

-------------------




Not appl icable

6g I f 'securities issued under ru le

7. I A, was issue price at least 75% of 15 day VWAP as calculated under rule 7. IA.3? Include the

+issue date and both values. Include the source of the VWAP calcu lation.




Not appl icable

6h If 'securities were issued under rule 7. I A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements




Remain ing List ing rule 7. 1 capacity

1 1 ,444,277




Remaining Listing ru le 7.IA capacity

l 0,996,1 85

6i Calculate the entity's remaining issue capacity under rule 7. I and rule 7.I A - complete Annexure I and release to ASX Market Announcements




1. NIA

2. NIA

7 +issue dates

Note· The issue date may be prescribed by ASX (refer t o the dcfi11111011 of issue date 111 n,lc 19 1 2) For c,amplc, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Nu mber	+Class
109,986,849	Ordinary shares

Cross reference : item 33 of Appendix 38.




1. Number and +class of all

   +secu rities quoted on ASX (including the +securities in section 2 if applicable)

   
   

   Number	+Class
   12,209,583	Unquoted options

2. N umber and +class of all

   +securities not quoted on ASX ( including the +securities in section 2 if applicable)

   
   

3. Dividend policy (in the case of a I Not applicable

   trust, distribution policy) on the increased capital (interests)

   
   

   Part 2 ·Pro rata issue

   
   

4. Is security holder approval required?

   
   

   
   

5. Is the issue renounceable or non­ renounceable ?




13 Ratio in which the +securities will be offered




14 +class of +securities to wh ich the offer relates




15 +Record date

entitlements

to determ ine




1. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

   
   

2. Pol icy for deciding entitlements m relation to fractions

   
   

   
   

3. Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt witl1.

Cross reference: mle 7.7.




I9 Closing date for receipt of acceptances or renunciations




1. Names of any underwriters

   
   

2. Amount of any underwriting fee or commission

   
   

   
   

3. Names of any brokers to the issue

   
   

4. Fee or commission payable to the broker to the issue

   24 Amount of any handl ing fee payable I

   to brokers who lodge acceptances

   or renunciations on behalf of

   security holders '-- -------------------'

   
   

   25 If the issue is contingent on security holders' approval, the date of the meeting

   
   

5. Date entitl ement and acceptance form and offer documents will be sent to persons entitled

   
   

6. If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

   
   

7. Date rights trad ing will begin (if

(ifl____

,

appl icable)







29 Date rights trading will end applicable)







30 How do security holders sell their entitlements in fu ll through a broker?




31 How do security holders sell part of I

their entitlements through a broker

and accept for the balance? . -----------------




32 How do secw-ity holders dispose of their entitlements (except by sale through a broker)?




33 +Jssue date

Part 3 ·Quotation of securities

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




34 Type of +securities

(tick one)




(a) +securities described in Part I

D

(b) All other +securities

Example: restricted securities at the end of the escrowed period, panl y paid securities that become fully paid, employee

mccntive share secuntics when rest1ict ion ends, securities issued 011 expiry or convers1011 of convertible secuntics




Entities that have ticked box 34(a)




Additional securities forming a new class of securities




Tick to indicate you are providing the information or documents




D

1. If the +securities are +equ ity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

   
   

   D

2. If the +securities are +equity secunt1es, a distribution schedule of the additional

   +securities setting out the number of holders in the categories

   I - 1,000

   1,001 - 5,000

   5,00 I - I 0,000

   I 0,00 l - l 00,000

   100,00 I and over

   
   

3. D A copy of any trust deed for the additional +securities

   
   

   Entities that have ticked box 34(b)

   
   

4. Number of +securities for which

+quotation is sought




39 +class of "' securilies for which quotation is sought




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




If the addilional +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 equal ly, other than in relation to the next dividend, distribution or interest payment




1. Reason for request for quotation now

   Example. In the case of restricted securiues, end of rcstnct1on penod

   
   

   (if issued upon conversion of another +security, clearly identify that other +security)

   
   

   Number	+Class

2. Number and +class of all + securities quoted on ASX (including the

+securities in clause 38)




Quotation agreement




+Quotation of our additional +securities is i n ASX 's absolute discretion. ASX may quote the +securities on any conditions it decides.




1. We warrant the following to ASX.

   
   

   • The issue of the +securities to be quoted complies with the law and is not for an illega l purpose .

     
     

   • There is no reason why those securities shoul d not be granted •quotation.

     
     

   • An offer of the +securities for sale withi n 12 months after their issue will not req uire disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

     Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

     
     

   • Section 724 or section 10l 6E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

     
     

   • I f we are a trust, we warran t that no person has the right to return the

     +securities to be quoted under section 10198 of the Corporation s Act at the time that we request that the +securities be quoted.

     
     

2. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

   
   

3. We give ASX the information and docu ments required by th is form. I f any information or document is not available now, we will give it to ASX before

+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

G,N . _ fl {A/'J./




Sign here:

................u... ........................ Date: 7 January 2016

Company Secretary




Print name: Claire Newstead-Sinclair