Announcement PDF Appendix 3B - Proposed issue of securities Announcement Summary Entity name THE CALMER CO INTERNATIONAL LIMITED Announcement Type New announcement Date of this announcement 29/10/2024 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 Unquoted options exercisable at $0.006 and expire on 30 June 2026. 30,000,000 CCO ORDINARY FULLY PAID 10,000,000 CCOOA OPTION EXPIRING 30-JUN-2026 30,000,000 Proposed +issue date 6/12/2024 Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1/6 Appendix 3B - Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity THE CALMER CO INTERNATIONAL 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 169441874 1.3 ASX issuer code CCO 1.4 The announcement is New announcement 1.5 Date of this announcement 29/10/2024 1.6 The Proposed issue is: A placement or other type of issue Appendix 3B - Proposed issue of securities 2/6 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 29/11/2024 Is the date estimated or actual? ** Approval received/condition met? Actual 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 Will the proposed issue of this +security include an offer of attaching +securities? No Details of +securities proposed to be issued ASX +security code and description CCO : ORDINARY FULLY PAID Number of +securities proposed to be issued 10,000,000 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 Fee Shares are issued to Mr Dack in consideration for his services as non-executive Chairman of the Company, in lieu of payment for those services in cash. No funds will be raised by the issue of the Fee Shares. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000010 Will these +securities rank equally in all respects from their issue date with Appendix 3B - Proposed issue of securities 3/6 Appendix 3B - Proposed issue of securities 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)? Existing class Will the proposed issue of this +security include an offer of attaching +securities? No Details of +securities proposed to be issued ASX +security code and description CCOOA : OPTION EXPIRING 30-JUN-2026 Number of +securities proposed to be issued 30,000,000 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 Special Exertion Options are issued to Mr Dack as a special exertion bonus in recognition of his contribution to the Company's success over past financial years. No funds will be raised by the issue of these Options. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000010 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)? 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) Appendix 3B - Proposed issue of securities 4/6 Appendix 3B - Proposed issue of securities Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Yes Will the entity be seeking quotation of the 'new' class of +securities on ASX? Yes ASX +security code +Security description New class-code to be confirmed Unquoted options exercisable at $0.006 and expire on 30 June 2026. +Security type Options Number of +securities proposed to be issued 30,000,000 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 Issued as performance securities to remunerate and incentivise Mr Dack Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000010 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0060 30/6/2026 Details of the type of +security that will be issued if the option is exercised CCO : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 30,000,000 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. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02871663-6A1233379 Part 7C - Timetable 7C.1 Proposed +issue date 6/12/2024 Appendix 3B - Proposed issue of securities 5/6 Appendix 3B - Proposed issue of securities 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? No 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? 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? 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 Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities To pay for services and contribution to the Company 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 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 6/6