Vysarn Limited Proposes 28.6 Million Shares for NWG Enterprises Acquisition Pending Shareholder Approval

Update on Securities Issuance and Compliance with ASX Rules

Vysarn Limited has amended its securities issuance proposal to include a shareholder approval requirement under ASX Listing Rule 7.1, as detailed in the company update dated 28 July 2026. This modification supersedes the initial announcement from 3 June 2026 and ensures formal shareholder review before issuing the consideration shares to NWG Enterprises’ vendor, enhancing governance transparency.

The inclusion of shareholder approval underscores Vysarn's commitment to transparency regarding significant capital structure changes. The general meeting, planned for on or before 4 September 2026, will enable shareholders to vote on the proposed share issue in compliance with Listing Rule 7.1. Specific details about the meeting venue and timing will be communicated separately to shareholders.

Details of NWG Enterprises Acquisition and Transaction Structure

As part of its business growth strategy, Vysarn is acquiring 100% of NWG Enterprises Pty Ltd. The upfront consideration involves issuing 28.6 million ordinary fully paid shares valued at approximately AUD 21.45 million, based on company valuations. This share-based payment allows the vendor to benefit from Vysarn's future growth while preserving cash resources for operations and integration.

This acquisition marks a significant milestone for Vysarn. Further information on the NWG Enterprises acquisition, including strategic rationale and integration plans, was provided in the announcement dated 2 June 2026.

Impact on Share Capital and Issuance Details

Upon shareholder approval, the 28.6 million ordinary fully paid shares will increase Vysarn’s share capital. These shares will be issued as the same class as existing securities, ranking equally in all respects from the issue date. The company has not disclosed the total current shares on issue, so the exact dilution impact is not available from this update.

Shares will be quoted on the ASX under the code VYS, subject to shareholder approval and other conditions. No options or performance rights are attached to this issuance. The shares will not be restricted securities under Listing Rules, granting recipients full trading rights subject to escrow arrangements.

Escrow Terms and Lock-up Periods for Consideration Shares

Vysarn has established escrow arrangements to regulate the sale of consideration shares. Specifically, 25.3 million shares will be locked for 12 months, and 3.3 million shares will be subject to a 24-month escrow period. These lock-in periods restrict immediate trading or disposal, aiming to manage shareholder concentration and prevent abrupt share price impacts.

The escrow structure ensures compliance with sections 707(3) and 1012C(6) of the Corporations Act, restricting on-sale within 12 months through contractual agreements. This approach safeguards regulatory compliance for both Vysarn and the vendor.

Shareholder Meeting Timeline and Share Issue Schedule

The pivotal event is the shareholder meeting scheduled on or before 4 September 2026, where approval for the 28.6 million share issuance will be sought. This approval aligns with ASX Listing Rule 7.1, which limits share issuance without shareholder consent. Following approval, the shares are expected to be issued on 30 September 2026, allowing approximately 26 days for settlement and processing.

Shareholders eligible to vote must be registered on the record date, to be announced separately. The meeting notice will provide voting instructions, proxy details, and explanatory materials to assist shareholders in making informed decisions.

Valuation and Financial Consideration of the Transaction

The consideration shares are valued at approximately AUD 21.45 million, implying an estimated price of about $0.75 per share. The company has not disclosed the pricing methodology or whether additional deferred or contingent consideration applies.

This valuation reflects management’s estimate at the update date and does not guarantee future share price performance. No guidance on earnings accretion or cost synergies related to the acquisition has been provided.

Administrative and Share Registry Procedures

Shares will be issued via Vysarn’s share registry, which will incur ASX share issue fees. The company has not specified the fee amounts or payment responsibility. No lead manager or broker has been appointed, and the transaction is not underwritten, meaning issuance will proceed unconditionally upon shareholder approval.

This direct registry issuance may reduce costs and complexity but lacks independent valuation or fairness opinions. The registry will manage issuance logistics and coordinate ASX quotation.

Dividend Policy and Shareholder Rights Post-Issuance

Vysarn confirmed that the share issuance will not alter its dividend or distribution policy. Holders of the newly issued shares will have equal rights to existing shareholders, including participation in future dividends.

This confirmation is relevant for income-focused investors, though no details on historical dividends or current policy were disclosed.

No Additional Regulatory Approvals Required Beyond Shareholder Consent

The only outstanding approval required is shareholder consent by 4 September 2026. No other regulatory or third-party approvals are pending, allowing the share issuance to proceed on 30 September 2026 if approved.

This update reflects conditions disclosed in the Appendix 3B but may not cover all contractual terms of the acquisition agreement, such as warranties or indemnities.

Compliance with Corporations Act and Regulatory Safeguards

Vysarn has ensured compliance with Corporations Act provisions (sections 707(3) and 1012C(6)) through contractual restrictions on secondary sales within 12 months. The additional 24-month escrow on part of the shares further restricts disposal, protecting shareholder interests and mitigating risks of sudden share sales.

These measures align with common practices for consideration shares in acquisitions, safeguarding both the company and existing shareholders.