Family Zone Cyber Safety : Proposed issue of securities - FZO

Proposed issue of securitiesAnnouncement Summary

Entity name

For personal use only

FAMILY ZONE CYBER SAFETY 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 10/6/2022

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

FAMILY ZONE CYBER SAFETY 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 33167509177

1.3 ASX issuer code FZO

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?

Yes

7A.1a Conditions

Approval/Condition +Security holder approval

Date for determination 3/6/2022

Is the date estimated or actual?

Estimated

** Approval received/condition met?

Comments

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)?

Existing class

Details of +securities proposed to be issued

ASX +security code and description

FZO : ORDINARY FULLY PAID

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

No

Number of +securities proposed to be issued

22,186,646

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

The shares are being issued as part of the consideration for the acquisition of Qustodio pursuant to the Unit Purchase Agreement.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 9,440,000.000000

For personal use only

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

Yes

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

New class

Details of +securities proposed to be issued

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?

of the 'new' class of +securities on ASX?

No

Yes

ASX +security code

+Security description

New class-code to be confirmed

Convertible Notes (Kibo)

+Security type

+Convertible debt securities

Number of +securities proposed to be issued 3,328

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

The Kibo Convertible Notes are being issued in part consideration for the acquisition of Qustodio pursuant to the Unit Purchase Agreement

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

Proposed issue of securities

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Proposed issue of securities

provided for the +securities 4,650,242.000000

Will all the +securities issued in this class rank equally in all respects from their issue date?

Yes

For personal use only

+Convertible debt securities details

These securities are: Convertible

+Security currency USD - US Dollar

Interest rate type Fixed rate

Frequency of coupon/interest payments per year

Quarterly

Interest rate per annum 8.00000 %

s128F of the Income Tax Assessment Act status applicable to the +security Not s128F exempt

Is the +security perpetual (ie. no maturity date)?

No

Select other features applicable to the +security

Redeemable

Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?

Type of security Convertible note or bond

Face value

USD 1,000.0000

First interest payment date

1/10/2022

Is the interest rate per annum estimated at this time?

No

Maturity date 3/12/2023

No

Details of the type of +security that will be issued if the securities are converted, transformed or exchanged

FZO : ORDINARY FULLY PAID

Proposed issue of securities

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