LiveTiles : Proposed issue of securities - LVT

Announcement SummaryEntity name LIVETILES LIMITED

Announcement Type New announcement

Date of this announcement 1/4/2022

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 8/4/2022

Refer to next page for full details of the announcementPart 1 - Entity and announcement details

1.1 Name of +Entity

LIVETILES LIMITED

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 ACN

Registration Number 066139991

1.3 ASX issuer code LVT

1.4 The announcement isNew announcement

1.5 Date of this announcement 1/4/2022

1.6 The Proposed issue is:

A placement or other type of issuePart 7 - Details of proposed placement or other issue

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)?

Will the proposed issue of this +security include an offer of attaching +securities?

No

Existing class

Details of +securities proposed to be issued

ASX +security code and description

LVT : ORDINARY FULLY PAID

Number of +securities proposed to be issued

4,450,480

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

As part of the up front consideration for 100% of The Human Link business.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.112300

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Yes

only

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)?

Existing class

Details of +securities proposed to be issued

ASX +security code and description

For personal use

LVT : ORDINARY FULLY PAID

Number of +securities proposed to be issued

15,000,000

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

Subject to achieving targets, issue of earn-out shares as part of the up front consideration for 100% of The Human Link business.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.100000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Yes

Part 7C - Timetable

7C.1 Proposed +issue date 8/4/2022

Will the proposed issue of this +security include an offer of attaching +securities?

No

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?

4,450,480 shares will be issued on or around 8 April 2022 as part of the upfront consideration.

Subject to targets being achieved, up to 15,000,000 shares may be issued as part of the earn out component of the consideration. This is an agreement to issue at this stage and may not complete.

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

• 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?

Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

4,450,480 shares will be issued on or around 8 April 2022 as part of the upfront consideration. These shares will be voluntarily escrowed for 12 months from the date of issue.

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