Announcement PDF Appendix 3B - Proposed issue of securities Announcement Summary Entity name EMYRIA LIMITED Announcement Type New announcement Date of this announcement 23/4/2024 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 Maximum Number of +securities to be issued ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.10 each and expiring 3 years from the date of issue. 23,000,000 New class-code to be confirmed Options exercisable at $0.10 each and expiring 3 years from the date of issue. 2,000,000 New class-code to be confirmed Options exercisable at $0.10 each and expiring 3 years from the date of issue. 1,380,000 EMD ORDINARY FULLY PAID 48,760,000 Proposed +issue date 7/5/2024 Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1/9 Appendix 3B - Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity EMYRIA 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 Registration Number ACN 625085734 1.3 ASX issuer code EMD 1.4 The announcement is New announcement 1.5 Date of this announcement 23/4/2024 1.6 The Proposed issue is: A placement or other type of issue Appendix 3B - Proposed issue of securities 2/9 Appendix 3B - Proposed issue of securities Part 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? Yes 7A.1a Conditions Approval/Condition Date for determination +Security holder approval 7/6/2024 Is the date estimated or actual? ** Approval received/condition met? Estimated No Comments Shareholder approval is required for issue of 6.4M placement shares and 3.2M options to Directors Messrs Hutchinson and Winlo. 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 Will the proposed issue of this +security include an offer of attaching +securities? Yes Details of +securities proposed to be issued ASX +security code and description EMD : ORDINARY FULLY PAID Number of +securities proposed to be issued 46,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 0.05000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Appendix 3B - Proposed issue of securities 3/9 Appendix 3B - Proposed issue of securities Yes Attaching +Security Is the proposed attaching 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 Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? No equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.10 each and expiring 3 years from the date of issue. +Security type Options Number of +securities proposed to be issued 23,000,000 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 The Placement includes 1 free attaching unquoted option for every 2 shares applied for and issued under the Placement. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.1000 7/5/2027 Details of the type of +security that will be issued if the option is exercised EMD : ORDINARY FULLY PAID Appendix 3B - Proposed issue of securities 4/9 Appendix 3B - Proposed issue of securities Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX:EMD) 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 ASX announcement of 23 April 2024. 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 Will the proposed issue of this +security include an offer of attaching +securities? No Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? No Will the entity be seeking quotation of the 'new' class of +securities on ASX? No ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.10 each and expiring 3 years from the date of issue. +Security type Options Number of +securities proposed to be issued 2,000,000 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 Issue of options to Lead Manager Sixty Two Capital Pty Ltd in part consideration for the services provided to the Company. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Appendix 3B - Proposed issue of securities 5/9 Appendix 3B - Proposed issue of securities Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.1000 7/5/2027 Details of the type of +security that will be issued if the option is exercised EMD : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX:EMD) 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 ASX announcement of 23 April 2024. 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 Will the proposed issue of this +security include an offer of attaching +securities? Yes Details of +securities proposed to be issued ASX +security code and description EMD : ORDINARY FULLY PAID Number of +securities proposed to be issued 2,760,000 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 The Lead Manager of the Placement, Sixty Two Capital Pty Ltd, has agreed to take its capital raising fee of 6% of total funds raised in shares and options at the same terms as the Placement, equating to 2,760,000 Shares and 1,380,000 unlisted options. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Appendix 3B - Proposed issue of securities 6/9 Appendix 3B - Proposed issue of securities Attaching +Security Is the proposed attaching 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 Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? No equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.10 each and expiring 3 years from the date of issue. +Security type Options Number of +securities proposed to be issued 1,380,000 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 The Lead Manager of the Placement, Sixty Two Capital Pty Ltd, has agreed to take its capital raising fee of 6% of total funds raised in shares and options at the same terms as the Placement, equating to 2,760,000 Shares and 1,380,000 unlisted options. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.1000 7/5/2027 Details of the type of +security that will be issued if the option is exercised EMD : ORDINARY FULLY PAID Appendix 3B - Proposed issue of securities 7/9 Appendix 3B - Proposed issue of securities Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX:EMD) 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 ASX announcement of 23 April 2024. Part 7C - Timetable 7C.1 Proposed +issue date 7/5/2024 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? 2,000,000 Lead Manager Options, 2,760,000 Placement Shares and a further 1,380,000 Placement Options to be issued to the Lead Manager, 19,800,000 Placement Options and 2,937,061 Placement Shares. 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)? Yes 7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? 36,662,939 Placement Shares 7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate A Placement was deemed to be an efficient and cost effective method to raise money for the Company in a timely manner. The Company undertook a non-renounceable pro rata offer in H2 2023. 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes 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? Appendix 3B - Proposed issue of securities 8/9 Appendix 3B - Proposed issue of securities Yes 7E.1a Who is the lead manager/broker? Sixty Two Capital Pty Ltd acted as Lead Manager to the Placement. 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? As partial consideration for the services provided, the Lead Manager, Sixty Two Capital Pty Ltd, will receive 2,000,000 unquoted options exercisable at $0.10 each and expiring 3 years from the date of issue and Sixty Two Capital Pty Ltd has agreed to take its capital raising fee of 6% in shares and options at the same terms as the Placement, equating to 2,760,000 Shares and 1,380,000 unlisted options. 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 N/A - none. Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities To support the Empax Centre, dedicated to developing and delivering new mental health care programs and expected to drive potential revenues and clinical data collection, facilitation of drug development and payer engagement across all programs. 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 Refer ASX announcement of 23 April 2024 for further information. 7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) Appendix 3B - Proposed issue of securities 9/9