The transaction is subject to shareholder approval in its 2021 annual general meeting to be held on November 30, 2021, and approval of Australian Securities Exchange.

The term loan component has an 18-month term with interest-only payment period. The term loan facility carries first ranking general security over all the assets of the company and subsidiaries, bears fixed interest rate on drawn amounts of 13.5%, reducing to 9.5% per annum upon ASX and shareholder approval being provided. If the company repays the convertible notes early, then there will be a replacement of the convertible notes with a call option, under which the investor or its affiliate may be issued with the same number of common shares, as those which would have been issued to the investor or its affiliate under the convertible notes, at the same AUD 0.20 exercise price per share. The convertible notes will be issued at par, will bear zero coupon/no interest rate for their entire term, will mature on June 1, 2025, and will convert into common shares of the company at a fixed conversion price of AUD 0.20 per share. The first tranche of AUD 6,000,000 in term loan facility will be immediately available to the company, and upon shareholder approval, and the approval from the Australian Securities Exchange, the company will issue convertible notes for proceeds of AUD 4,000,000 in second tranche, noting that if the second tranche is not drawn in full, convertible notes will only constitute a maximum 40% of all funds drawn.

The transaction will close in 2 tranches. LiveTiles Limited announced that it has entered into an agreement with new investor 1V Venture Credit Fund, a fund managed by OneVentures Pty Ltd for a private placement of secured term loan facility for gross proceeds of AUD 6,000,000, and 4,000,000 convertible notes at a price of AUD 1 per note for gross proceeds of AUD 4,000,000, for aggregate gross proceeds of AUD 10,000,000 on September 27, 2021. LiveTiles Limited announced that it expects to receive AUD 10 million in funding from OneVentures Pty Ltd

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