Cleansing Notice 708A(12C)(e)
Released
Released
Announcement PDF
ACN 109 213 470 |
W W W . P R O V A R I S . E N E R G Y | A S X . P V 1
Media & ASX Announcement | 29 September 2026
Cleansing Notice under section 708A(12C)(e)
of the Corporations Act 2001 (Cth)
This notice (Cleansing Notice) is given by Provaris Energy Ltd (ASX: PV1) (Provaris or Company) under section
708A(12C)(e) of the Corporations Act 2001 (Cth) (Corporations Act) (as notionally inserted by ASIC Corporations (Sale
Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2026/96).
This Cleansing Notice is important and should be read in its entirety. Neither the Australian Securities and Investments
Commission (ASIC) nor ASX Limited (ASX) takes any responsibility for the contents of this Cleansing Notice.
1. BACKGROUND
As announced to the ASX on 28 September 2026, the Company entered into a two-year $1.2 million Convertible
Note Facility (Facility) with Whitehall Capital Holdings Pty Ltd (Whitehall or Investor) to fund general working
capital and corporate purposes. The Facility provides for the issue of Convertible Notes (Notes) in multiple
tranches, with each Note having a face value of $5,000.
On 29 September 2026, the Company issued to Whitehall:
(a) 120 Notes with a total face value of $600,000 (Initial Tranche), in relation to which the Company will
receive net proceeds of approximately $492,000 (being 90% of the face value of those Notes, less a
commitment fee amounting to 6% of the Initial Tranche face value, and Whitehall’s legal costs up to a
maximum of $12,000);
(b) 25,000,000 fully paid ordinary shares, subject to the terms detailed in Annexure A, Item 25 “Placement
Shares” (Placement Shares); and
(c) 6,000,000 free-attaching unlisted options (Options).
The key terms of the Notes, Placement Shares, and Options are set out in Annexure A.
The issue of further tranches of Notes under the Facility remains at the discretion of the Company and Whitehall,
ensuring strategic alignment with the Company's evolving financial requirements.
Whitehall is not a related party of the Company.
The Notes under the Facility were issued without disclosure under Part 6D.2 of the Corporations Act. The purpose
of this Cleansing Notice is to enable fully paid ordinary shares in the capital of the Company (Shares) issued on
conversion of Notes to be on sold to retail investors without disclosure.
In addition, on 28 September 2026 the Company announced to the ASX a Share Purchase Plan (SPP) to raise
up to approximately $600,000 (before costs), with the Company reserving the right, in its absolute discretion,
to accept oversubscriptions.
2. CONTENTS OF THIS CLEANSING NOTICE
This Cleansing Notice relates to the Facility and sets out the following:
(a) the effect of the issue of the Notes, Placement Shares and Options on the Company;
(b) a summary of the rights and liabilities attaching to the Notes, Placement Shares, and Options; and
(c) a summary of the rights and liabilities attaching to the Shares that will be issued on the conversion of
the Notes and on the exercise of the Options, if any such conversion or exercise should occur.
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3. THE EFFECT OF THE ISSUE ON THE COMPANY
3.1 Effect of the Issue
The principal effect of the issue of the Initial Tranche Notes on the Company will be to:
(a) increase the Company’s cash reserves by $492,000 before costs associated with the issue;
(b) increase the number of Notes on issue from 0 to 120;
(c) give rise to the Company having a liability for the aggregate amount of the face value of the Initial
Tranche Notes of $600,000;
(d) if the Initial Tranche Notes are wholly converted into Shares, increase the number of Shares on issue
by up to 139,534,883 Shares, based on the minimum conversion price of $0.0043 per Share (being the
Floor Price);
(e) require the Company to issue 25,000,000 Placement Shares to Whitehall, subject to the terms detailed
in Annexure A, Item 25 “Placement Shares”; and
(f) require the Company to issue 6,000,000 Options to Whitehall, at no cost, with an exercise price of
$0.013 per Option and an expiry date of 36 months after closing of the Initial Tranche.
3.2 Pro forma consolidated statement of financial position
(a) Set out in Annexure B to this Cleansing Notice is a pro forma consolidated Statement of Financial Position
of the Company as at 29 September 2026, based on the audited 30 June 2026 financial statements
adjusted to reflect: (i) the issue of the Initial Tranche Notes and the issue of the Options (and their
subsequent exercise) and (ii) unaudited trading of the Company from 1 July 2026 to 31 August 2026.
The pro forma consolidated Statement of Financial Position has been prepared on the basis of the
accounting policies normally adopted by the Company.
(b) The pro-forma financial information has been prepared to provide investors with information on the
assets and liabilities of the Company and pro-forma assets and liabilities on the basis of the Initial
Tranche Notes (and Options) being issued on 29 September 2026 and the adjustments noted in
paragraph (a).
(c) The pro forma financial information is presented in an abbreviated form in so far as it does not include
all of the disclosures required by the International Accounting Standards applicable to the Company’s
annual financial statements. The pro forma financial information is not audited. The classification of the
allocations between debt and equity for the Notes may change in the future.
(d) The pro-forma financial information does not show the current financial position of the Company as at
the date of this notice and the information is provided for illustrative purposes only.
3.3 Potential effect on capital structure
The capital structure of the Company as at the date of this Cleansing Notice, before the issue of the Initial
Tranche Notes, Placement Shares and attaching Options is set out below:
Types of security No.
Shares 1,171,362,351
Options 147,552,827
Performance Rights 26,000,000
Note: The options shown above comprise of unquoted options exercisable at various prices and dates.
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The table below shows the potential effect of the issue of the Initial Tranche Notes (and Placement Shares and
Options) to Whitehall, and the potential effect of the conversion of the Initial Tranche Notes into Shares as at
the date of this Cleansing Notice.
Shares % of Shares
(Total)
Options Performance
Rights
Convertible
Notes
Existing Securities 1,171,362,351 88% 147,552,827 26,000,000 Nil
Issue of Initial
Tranche Notes,
Placement Shares
and Options to
Whitehall
25,000,000 2% 6,000,000 Nil 120
Conversion of the
Initial Tranche Notes
(Maximum)
139,534,883 10% Nil Nil Nil
Totals 1,335,897,234 100.00% 153,552,827 26,000,000 Nil
Notes:
1. The Company will not be seeking quotation of the Options or the Initial Tranche Notes to be issued to
Whitehall.
2. Assumes no additional Shares are issued prior to conversion of the Initial Tranche Notes.
3. Assumes a conversion price of $0.0043 per Share (being the Floor Price).
4. Ignores the impact of any further Note tranches under the Facility, which are at the discretion of the
Company and Whitehall. Therefore, there is no certainty that further Note tranches (and, as a
consequence, any Shares) will be issued.
5. Ignores the potential impact of the SPP.
6. Assumes that Whitehall does not exercise any of the Options issued to it. If all Options are exercised, a
total of 6,000,000 new Shares will be issued and the Company will raise $78,000 before costs which will
be used towards ongoing development of the Company’s businesses.
The Company is not required to issue Shares if the issue would contravene section 606 of the Corporations Act,
the Listing Rules or applicable law.
3.4 Assets and Liabilities
As mentioned above, the Company’s cash at bank will increase by $492,000 (before costs associated with the
issue) as a result of the issue of the Initial Tranche Notes. This financial information has not been audited or
reviewed in accordance with Australian accounting standards.
The Company will have a liability to repay the outstanding face value of the Initial Tranche Notes, being
$600,000, and all other amounts payable by the Company to Whitehall in respect of the Initial Tranche Notes,
in accordance with the terms of the Facility. Repayment obligations can be satisfied either through the issue of
Shares on conversion, by off-setting payment amounts against the Placement Share balance or by payments in
cash. If the entire face value of the Initial Tranche Notes is converted into Shares (or is otherwise repaid in
cash), then the Company will no longer have a liability to repay the face value of the Initial Tranche Notes.
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4. RIGHTS AND LIABILITIES ATTACHING TO THE INITIAL TRANCHE NOTES, PLACEMENT SHARES
AND OPTIONS
Annexure A provides a summary of the material rights, liabilities, privileges and restrictions attaching to the
Notes. The summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities
attaching to the Initial Tranche Notes. Annexure A also contains a summary of the key terms of the Placement
Shares and Options.
5. RIGHTS AND LIABILITIES ATTACHING TO SHARES ISSUED ON CONVERSION OF THE INITIAL
TRANCHE NOTES (AND ON EXERCISE OF THE OPTIONS)
The Shares issued on the conversion of the Initial Tranche Notes (and on exercise of the Options) will be Shares
in the capital of the Company and will rank equally in all respects with the Company’s existing quoted Shares.
The Company is domiciled in Australia. The rights attaching to Shares, including any new Shares issued on the
conversion of the Initial Tranche Notes and on the exercise of the Options, are set out in the Company’s
constitution (Constitution), and regulated by the Corporations Act, the Listing Rules, and other applicable laws.
A summary of the rights and liabilities attaching to Shares in the Company is set out below. This summary is
qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on
request free of charge and is also available on the Company’s website at https://www.provaris.energy/contact
(at the bottom of the page under ‘Corporate Governance’) and does not purport to be exhaustive or to constitute
a definitive statement of the rights and liabilities of Shareholders.
These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution
with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights
and liabilities which attach to Shares in any specific circumstances, the Shareholder should seek independent
legal advice.
(a) Voting
At a general meeting of the Company, on a show of hands every Shareholder present has one vote. At
the taking of a poll, every Shareholder present and whose shares are fully paid has one vote for each
of his or her shares. The same applies where a direct vote has been lodged. On a poll, the holder of a
partly paid share has such number of votes being equivalent to the proportion which the amount paid
(not credited) is of the total amounts paid and payable (excluding amounts credited).
(b) General meetings
Each Shareholder is entitled to receive (i) a notice of each general meeting of the Company and (ii) all
financial statements as required by the Corporations Act or the Listing Rules.
(c) Dividends
The directors may from time to time decide to pay a dividend which shall be payable on all Shares
according to the proportion that the amount paid (not credited) is of the total amounts paid and payable
(excluding amounts credited) in respect of such Shares. The directors may rescind a decision to pay a
dividend if they decide, before the payment date, that the Company’s financial position no longer justifies
the payment.
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(d) Transfer of shares
Generally, shares in the Company are freely transferable, subject to the procedural requirements of the
Constitution, and to the provisions of the Corporations Act, the ASX Settlement Operating Rules and the
Listing Rules. The directors may refuse to register a transfer of shares where the Listing Rules permit
or require the Company to do so, or where it is otherwise permitted under the Constitution. Where the
directors refuse to register a transfer, they will give notice of the refusal as required by the Constitution.
(e) Variation of rights
The Company may only vary the rights attaching to any shares with the written consent of the holders
of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a
separate meeting of the holders of the shares of the class.
(f) Directors
The minimum number of directors is three and the maximum is nine. Currently there are four directors,
comprising of one executive director (Managing Director) and three non-executive directors (including
the Chair).
There must be an election of directors at every annual general meeting. No director (who is not the
Managing Director) may hold office without re-election past the third annual general meeting following
that director’s appointment or three years, whichever is longer.
The directors may appoint a director either in addition to existing directors or to fill a casual vacancy,
and that director then holds office until the next annual general meeting.
(g) Decisions of Directors
Questions arising at any meeting of directors shall be decided by a majority of votes. In the case of an
equality of votes, the Chair has a casting vote. However, the Chair will not have a casting vote where
only two directors are competent to vote on the question.
(h) Issue of further shares
Subject to the Corporations Act, the Listing Rules and the Constitution, the directors may issue shares
(and other securities) in the Company. Subject to the Listing Rules and the Corporations Act, the
Company may issue preference shares that are liable to be redeemed whether at the option of the
Company or otherwise.
(i) Officers' indemnity
To the extent permitted by law, the Company indemnifies every director, executive officer or secretary
of the Company against a liability to another person, other than the Company or a related body corporate
of the Company, provided that the Corporations Act is complied with and the liability does not arise in
respect of conduct involving a lack of good faith on the part of the officer.
(j) Alteration to the Constitution
The Corporations Act provides that the Constitution can only be amended by a special resolution passed
by at least 75% of Shareholders present and voting at a general meeting.
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(k) Listing Rules prevail
To the extent that there are any inconsistencies between the Constitution and the Listing Rules, the
Listing Rules prevail.
6. COMPLIANCE WITH DISCLOSURE OBLIGATION
The Company is a “disclosing entity” as defined in section 111AC of the Corporations Act and, as such, is subject
to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules.
Broadly, these obligations require:
(a) the Company to notify ASX immediately of any information (subject to certain exceptions) of which it is
or becomes aware which a reasonable person would expect to have a material effect on the price (value)
of its securities; and
(b) the preparation of yearly and half-yearly financial statements and a report of the Company’s operations
during the relevant account period, together with an audit or review report prepared by the Company’s
auditor.
Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be
obtained from, or inspected at, an office of ASIC. Copies of all documents announced to the ASX can be found
at www.asx.com.au or the Company’s website at https://www.provaris.energy/investor-centre#asx
The Company will provide free of charge to any person who requests it, during normal business hours:
(a) the audited Annual Report for the financial year ended 30 June 2026 lodged with ASX on 28 August
2026 (Annual Report); and
(b) the continuous disclosure notices given by the Company to notify ASX of information relating to the
Company during the period from the date of lodgment of the Annual Report with ASX on 28 August
2026 until the date of this Cleansing Notice:
Date Announcement
28 September 2026 Proposed Issue of Securities - Appendix 3B Share Purchase Plan
28 September 2026 Proposed Issue of Securities - Appendix 3B Convertible Note Facility
28 September 2026 Convertible Note Facility and Share Purchase Plan
25 September 2026 Trading Halt
25 September 2026 Pause in Trading
22 September 2026 2026 Annual General Meeting
7 September 2026 Appendix 3Y – Director’s Interest
7 September 2026 Application for quotation of securities – PV1
7 September 2026 Notification regarding unquoted securities – PV1
4 September 2026 Notification regarding unquoted securities – PV1
3 September 2026 Shareholders’ General Meeting Results
1 September 2026 Collaboration with Himile for H2 Tank Manufacturing
28 August 2026 Appendix 4E & 2026 Annual Report
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7. INFORMATION EXCLUDED FROM CONTINUOUS DISCLOSURE NOTICES
As at the date of this Cleansing Notice, other than as set out in this Cleansing Notice, the Company advises that
it is not aware of any information that:
(a) has been excluded from a continuous disclosure notice in accordance with the Listing Rules; and
(b) is information that investors and their professional advisers would reasonably require for the purpose of
making an informed assessment of:
(i) the assets and liabilities, financial position and performance, profits and losses and prospects
of the Company; and
(ii) the rights and liabilities of the Notes and Options (and the underlying Shares) offered by the
Company.
- END -
This announcement has been authorised for release by the Board of Directors of Provaris Energy Ltd.
For further information please contact:
Norm Marshall Martin Carolan
Company Secretary Managing Director & CEO
+61 481 148629 +61 404 809019
nmarshall@provaris.energy mcarolan@provaris.energy
Sydney | Oslo
Provaris InvestorHub
We encourage shareholders and potential investors to utilise our InvestorHub for any enquiries
regarding this announcement or other areas related to Provaris. This platform offers an
opportunity to submit questions, share comments, and view video summaries of all
announcements, media and relevant industry publications.
To access Provaris InvestorHub please scan the QR code or visit
https://investors.provaris.energy/
About Provaris Energy
Provaris Energy Ltd (ASX: PV1) is advancing innovative Compressed Hydrogen (H2) and Carbon Dioxide (CO₂) storage
and transport solutions through proprietary tank designs for storage maritime gas carriers, and integrated supply chain
development. Focused on simplicity, efficiency and scalability, Provaris enables regional supply chains that support the
global energy transition. www.provaris.energy
ASX.PV1 @ProvarisEnergy Provaris Energy Ltd. info@provaris.energy
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Annexure A
Key Terms & Conditions of Convertible Notes and Options
A. KEY TERMS & CONDITIONS
1. Securities Unsecured & Unlisted Convertible Notes (Notes), plus the issue of (i) PV1 shares
(Placement Shares) and (ii) free unlisted Options (Options).
2. Issuer
Provaris Energy Ltd (Provaris)
3. Investor
Whitehall Capital Holdings Pty Ltd (Investor)
4. Facility Limit -
Aggregate Face Value
$1,200,000 (Facility Limit). Each individual Note shall have a Face Value (or
FV) of $5,000.
Initial Tranche Face Value: $600,000; and
Further Tranches Face Value: Subject to the mutual written consent of Provaris
and the Investor, further Tranches in the aggregate not exceeding the Facility
Limit less the Face Value of the Initial Tranche.
5. Discount Value (or
Purchase Price)
90% of the Face Value of the applicable tranche, being the amount payable to
Provaris (Purchase Price), less the Commitment Fee, Investor’s legal costs and
any other amount payable by Provaris to the Investor.
6. Use of Funds
General working capital and corporate purposes.
7. Maturity Date
Each Note will have a term of 24 months from its issue date and no Further Tranches
may be issued after 24 months from the issue date of the Initial Tranche.
8. Security
Unsecured.
9. Interest Rate
Nil, subject to an interest rate of 18% per annum in the event of a subsisting event
of default.
10. Facility Commitment
Fee
6% of the Initial Tranche Face Value, payable at Closing by way of a deduction from
the net proceeds of the Initial Tranche.
No Commitment Fee is payable in relation to any Further Tranches.
11. Investor’s Legal Costs Provaris must reimburse the Investor for its actual legal costs in connection with the
negotiation, documentation and completion of the transaction, up to $12,000 in
aggregate (inclusive of the initial $5,000 contribution already paid under the term
sheet). The Investor may deduct its legal costs from the Initial Tranche proceeds.
12. Conditions Precedent
& Closing
Closing and issue of the Initial Tranche are subject to conditions precedent
customary for a financing of this nature, including (without limitation):
(i) execution of the definitive Facility transaction documents;
(ii) the validity of Provaris’ and the Investor’s representations and warranties;
(iii) no event of default, potential event of default or material adverse effect
occurring in relation to Provaris;
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(iv) confirmation that Provaris has (or will have at the relevant time) capacity or
shareholder approval to issue the Notes, Placement Shares, Options,
Conversion Shares and shares issued on exercise of Options in accordance
with the ASX Listing Rules;
(v) Provaris has issued or is contemporaneously issuing the Placement Shares
and Options;
(vi) no suspension and trading halt over Provaris shares;
(vii) all ASX filings, cleansing notices and disclosure documents (as required) have
been lodged and released to market; and
(viii) Provaris having arranged further equity of at up to $500,000 under a new
share placement (with or without attaching options) on terms acceptable to
the Board in its absolute discretion or on such other equity basis as approved
by the Investor in writing.
13. Negative Covenants While Notes are outstanding, Provaris and its subsidiaries must not (among other
things) without the Investor’s consent:
• create or permit any security interest over its assets or undertaking,
except for ordinary course liens (not securing overdue debts) and ordinary
course purchase money security interests over equipment acquired after
the Initial Tranche issue date;
• declare dividends, buy-back shares, reduce capital, or make any other
distribution to shareholders;
• incur or permit any financial indebtedness, other than financial
indebtedness arising under the Facility transaction documents, exempt
funding (which includes ordinary course bank debt, government grants,
equipment finance, pro rata rights issues, SPPs, fixed price equity
placements or other funding with the Investor’s consent), pre-disclosed
financial indebtedness, ordinary course trade credit, financial indebtedness
incurred in relation to Core Business (defined below) activities and other
financial indebtedness not exceeding $200,000;
• issue securities convertible into or repayable by shares that would impair
the Investor's rights; and
• enter into any non-vanilla-equity financing arrangement (i.e. convertible
note or other debt-based instruments with share price repayment
mechanisms, excluding exempt funding),
subject to certain exceptions.
The Investor’s consent is not required for security interests granted in relation to
certain activities to the extent it relates to Provaris’ “Core Business” (Provaris’
steel containment tanks for gas storage and marine transport).
14. Placement Capacity Initial Tranche: The Initial Tranche Notes, Placement Shares and Options, will be
issued under Provaris’ existing available ASX Listing Rule 7.1 capacity.
Further Tranches: Will only be drawn down if Provaris has ASX LR 7.1 capacity
available or Provaris has obtained shareholder approval.
15. Minimum conversion
amount
The minimum conversion amount is the lower of $35,000 and the aggregate Face
Value of all outstanding Notes under the relevant tranche.
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16. Conversion Price
At the Investor’s election, either:
(i) the Fixed Conversion Price (FCP), being 165% of the 5-day VWAP
immediately preceding the Closing of the relevant Tranche (which, in respect
of the Initial Tranche, is $0.0102); or
(ii) the Variable Conversion Price (VCP), being 90% of the average of 8 daily
VWAPs selected by the Investor, over the 20 trading days immediately
preceding the date of the Conversion Notice,
subject to the Floor Price (see item 18 below), reconstruction adjustments and the
Default Conversion Price (subject to the Floor Price) during an event of default.
The Default Conversion Price (DCP) is 90% of the lowest daily VWAP during
the 20 trading days preceding the conversion notice, subject to the Floor Price.
17. Conversion Restriction
The Investor must not give a Conversion Notice within 20 ASX trading days of the
date the Initial Tranche is issued and thereafter where both (i) the aggregate Face
Value of Conversion Notices given in a calendar month would exceed $150,000;
and (ii) the aggregate Face Value of Conversion Notices given in the same
calendar month would exceed 2% of the market capitalisation of Provaris, subject
to certain exceptions.
18. Floor Price The VCP will be subject to a floor price of 70% of the 5-day VWAP immediately
preceding the Closing date of that Tranche (the "Floor Price"). In respect of the
Initial Tranche, the Floor Price is $0.0043.
Floor Price Protection:
If the VCP, or in the case of a conversion during an event of default, the DCP, on a
Conversion Notice is less than the prevailing Floor Price, then the Conversion
Notice will settle as follows:
(a) Provaris will issue Conversion Shares equal to the Face Value the subject of
the Conversion Notice (“Conversion Amount”) divided by the applicable
Floor Price (rounded down);
(b) an amount equal to the difference between the Conversion Amount and the
number of Conversion Shares issued under paragraph (a) multiplied by the
VCP (or in an event of default, the DCP) (the "Shortfall Amount") will be
payable by Provaris in cash within 2 business days after the Conversion
Notice date, except to the extent the Shortfall Amount is settled by set-off
under paragraph (c) below; and
(c) either Party (or while an event of default or potential event of default is
continuing, the Investor only) may, by written notice within 1 business day
after the Conversion Notice date, elect to settle all or any part of the Shortfall
Amount by set-off against the Investor's outstanding offset/payment
obligations in respect of the then Placement Share balance, at the then-
applicable VCP (or in an event of default, the DCP), provided that:
(i) the set-off operates only to the extent of the then Placement Share
balance (after first applying any reduction of the Placement Share
balance elected by the Investor under a Conversion Notice in respect of
the same Conversion Notice), and any remaining Shortfall Amount
remains payable in cash or becomes a Carryover Amount;
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(ii) each election must specify the dollar amount of the Shortfall Amount to
be settled by set-off and, where both parties give a notice in respect of
the same Conversion Notice, the election specifying the greater dollar
amount prevails; and
(iii) on set-off, the Placement Share balance is reduced by the number of
Placement Shares equal to the dollar amount set off divided by the then
applicable VCP (or in the event of default, the applicable DCP), and the
Placement Shares so credited will be held by the Investor free and clear
of any further offset/payment obligation.
Carryover:
In lieu of receiving any Shortfall Amount in cash, the Investor may elect, at any time
before that Shortfall Amount is paid (and to the extent not settled by set-off against
the Placement Share balance), for it to remain outstanding as Face Value (a
“Carryover Amount”). Where the Investor so elects, the Face Value the subject of
the relevant Conversion Notice is extinguished only to the extent of the Conversion
Shares issued multiplied by the VCP (or in an event of default, the DCP), and the
Carryover Amount remains outstanding Face Value under the relevant tranche,
available for conversion or redemption in accordance with the Facility Agreement.
The minimum Conversion Notice amount does not apply to conversions of Carryover
Amounts.
19. Mandatory Conversion
or Redemption at
Maturity
Any unconverted Face Value of a Note outstanding at the Maturity Date of that Note
will automatically be redeemed by Provaris at 100% of its outstanding Face Value,
payable to the Investor in cash.
20. Investor Share
Trading Restrictions
The Investor will not sell, on any ASX trading day, Conversion Shares and/or
Placement Shares with an aggregate value in excess of the greater of (a) 0.5% of
the Facility Limit; or (b) 20% of the greater of the daily traded volume of shares
on that ASX trading day and the daily traded volume of shares on the immediately
preceding ASX trading day, other than in a block.
The trading restriction does not apply in certain circumstances, including where an
event of default is continuing.
21. Provaris
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