Tranche 2 - comprising 1,500,000 Convertible Notes (Tranche 2 Convertible Notes) to raise a further A$1.5 million (before costs of the offer) is now complete with the Tranche 2 Convertible Notes having being issued today (14 December 2021)
Tranche 1 - Tranche 1, comprising 3,800,000 Convertible Notes (Tranche 1 Convertible Notes) to raise A$3.8 million (before costs of the offer). Tranche 1 Convertible Note completed on 15 October 2021.
CLEANSING NOTICE issued under section 708A(12C)(e) of the Corporations Act 2001 (Cth) (as notionally inserted by ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2016/82 ("Cleansing Notice")
Pure Foods Tasmania Ltd (ACN 112 682 158)
100 -104Mornington Rd Mornington TAS 7018 ASX: PFT +61 3 6231 4233
www.purefoodstas.com

only14 December 2021

ASX Announcement

usePure Food Tasmania Limited (ASX: PFT) (PFT or the Company) announced on 7 October 2021 that ophisticated and professional investors (Investors) had agreed to subscribe for $5,300,000 (before

costs of the offer) via the issue of unsecured convertible securities (Convertible Notes).

The Convertible Notes have a two year term (with a possible extension to 3 years), a 7.5% pa interest

rate and a conversion price based on the lower of: (i) 90% (or 80% if there is an extension of the maturity personaldate) of VWAP prior to conversion; or $0.50. A summary of the key terms is set out in Schedule 1 of this

Cleansing Notice.

As set out in PFT's announcement on 7 October 2021, the Convertible Notes are to be issued in 2 tranches:

1.

2.

PFT hereby confirms that the Convertible Notes are being issued without disclosure to investors under Part 6D.2 of the Corporations Act and that this Cleansing Notice is being given in accordance with section 708A(12C)(e) of the Corporations Act.

This Cleansing Notice is important and should be read in its entirety. Neither ASIC nor the ASX take Foresponsibility for the contents of this Cleansing Notice.

Background to ASIC Relief Class Order

As the Investors are professional or sophisticated investors for the purposes of section 708 of the Corporations Act, the Convertible Notes were issued without disclosure under Part 6D.2 of the Corporations Act.

Section 708A(12C)(e) of the Corporations Act (as notionally inserted by ASIC Instrument 2016/82) broadly allows for the on-sale of securities issued on conversion of convertible notes where, in part, the relevant entity issues a cleansing notice that complies with section 708A(12D) on the same day as, or within 2 business days before, the day on which the convertible notes were first issued.

1

Pure Foods Tasmania Ltd (ACN 112 682 158)
100 -104Mornington Rd Mornington TAS 7018 ASX: PFT +61 3 6231 4233
www.purefoodstas.com

The issue of this Cleansing Notice therefore enables the fully paid ordinary shares (Shares) to be issued

by the Company on the conversion of the Convertible Notes, to be on-sold to retail investors without

further disclosure.

Cleansing Notice

only

This Cleansing Notice sets out the following:

(1)

in relation to the issue of the Convertible Notes:

use

(a)

the effect of the offer on the Company;

(b)

a summary of the rights and liabilities attaching to the Convertible Notes;

(c)

a summary of the rights and liabilities attaching to the Shares that will be issued on

conversion of the Convertible Notes;

to the extent to which it is reasonable for investors and their professional advisers to expect to

find the information in this Cleansing Notice; and

(2)

any information that:

(a)

has been excluded from a continuous disclosure notice in accordance with the ASX

Listing Rules;

(b)

is information that investors and their professional advisors 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 attaching to the Shares; and

(3)

other information relating to the Company's status as a disclosing entity and where certain

personal

documents may be obtained.

The effect of the offer on the Company

The principal effects of the offer of the Convertible Notes on the Company are to:

(1)

increase the Company's cash reserves by $5.3 million (before costs of the offer) comprising:

a. $3.8 million (before costs of the offer) through the issue of Tranche 1 Convertible Notes;

and

b. $1.5 million (before costs of the offer) through the issue of Tranche 2 Convertible Notes.

(2)

increase the Company's indebtedness by the amount of the face value of the Convertible Notes

For(3)

being $5.3m plus all accrued and unpaid interest;

increase the number of Convertible Notes on issue from zero to 5,300,000 now that the Tranche

2 Convertible Notes are issued;

(4)

if the Convertible Notes are converted, either in whole or in part, increase the number of Shares

on issue as a consequence of the issue of the Shares on conversion of the Convertible Notes

and the liability position of the Company decreasing accordingly.

2

(iii) has one vote for every Share held, upon a poll.
(Dividend rights): Shareholders will be entitled to dividends, distributed among members in proportion to the capital paid up. No dividend carries interest against the Company and the declaration of Directors as to the amount to be distributed is conclusive.
Shareholders may be paid interim dividends or bonuses at the discretion of the Directors. The Company must not pay a dividend unless the Company's assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend.
(ii) has one vote on a show of hands; and
(i) every Shareholder present and entitled to vote may vote in person or by attorney, proxy or representative;
(Voting rights): Subject to any rights or restrictions, at general meetings:

Pure Foods Tasmania Ltd

(ACN 112 682 158)

100 -104 Mornington Rd

Mornington TAS 7018

only

ASX: PFT

+61 3 6231 4233

www.purefoodstas.com

Amounts raised from the issue of the Convertible Notes will be used to fund the Company's growth

strategy which has seen the acquisition of three complementary businesses, the extension of the distribution network to over 2,000 stockists and a 72% increase in sales revenue to $7.3 million over the 12 months to June 2021 and to pay costs of the offer. Costs of the offer are estimated to be $350,000, comprising joint lead manager fees of 6% of gross amount raised and legal fees.

Rights and liabilities attaching to the Convertible Notes

A summary of the key rights and liabilities attaching to the Convertible Notes was set out in the useCompany's announcement of 7 October 2021 and is reproduced in Schedule 1 of this Cleansing Notice.

Rights and liabilities attaching to Shares issued on conversion of the Convertible Notes

The Shares to be issued on the conversion of the Convertible Notes will rank equally in all respects with all of the Company's existing Shares. The rights attaching to Shares, including the new Shares to be issued on the conversion of the Convertible Notes, are set out in the Company's constitution (Constitution) and, in certain circumstances, regulated by the Corporations Act, the ASX Listing Rules

personaland the general common law.

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which can be inspected, free of charge, at the Company's registered office during normal business hours. A broad summary of the rights and restrictions attaching to all Shares is set out below. This summary is not exhaustive and does not 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 legal advice.

(a)

For(b)

(c) (Variation of rights): The rights attaching to the Shares may only be varied by the consent in writing of the holders of three-quarters of the Shares, or with the sanction of a special resolution passed at a general meeting.

3

Pure Foods Tasmania Ltd (ACN 112 682 158)
100 -104Mornington Rd Mornington TAS 7018 ASX: PFT +61 3 6231 4233
www.purefoodstas.com (Transfer of Shares): Shares can be transferred upon delivery of a proper instrument of transfer to the Company or by a transfer in accordance with the ASX Settlement Operating Rules. The instrument of transfer must be in writing, in the approved form, and signed by the transferor and the transferee. Until the transferee has been registered, the transferor is deemed to remain the holder, even after signing the instrument of transfer.
In some circumstances, the Directors may refuse to register a transfer if upon registration the transferee will hold less than a marketable parcel. The Board may refuse to register a transfer of Shares upon which the Company has a lien.
(General meetings): Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.
The Directors may convene a general meeting at their discretion. General meetings shall also be convened on requisition as provided for by the Corporations Act.
(Unmarketable parcels): The Company's Constitution provides for the sale of unmarketable parcels subject to any applicable laws and provided a notice is given to the minority Shareholders stating that the Company intends to sell their relevant Shares unless an exemption notice is received by a specified date.
(Rights on winding up): If the Company is wound up, the liquidator may with the sanction of special resolution, divide the assets of the Company amongst members as the liquidator sees fit. If the assets are insufficient to repay the whole of the paid-upcapital of members, they will be distributed in such a way that the losses borne by members are in proportion to the capital paid up.

only(d) use(e)

(f)

personal(g)

Pro forma balance sheet of the Company taking into account issue of the Securities

Set out below is a pro forma consolidated Statement of Financial Position as at 30 June 2021 for the Company based on the consolidated Statement of Financial Position as at 30 June 2021 for the Company adjusted to reflect the issue of Convertible Notes issued by the Company (exclusive of costs),

repared on the basis of the accounting policies normally adopted by the Company. 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 Australian Accounting Standards applicable to annual financial statements.

ForThe pro forma financial information is not audited. The classification of the allocations between debt and equity for the Convertible Notes may change in the future.

4

onlyCurrent Assets

Cash and cash equivalents Trade and other receivables Inventory

useOther assets

Total Current Assets

Non-Current Assets

Property, plant and equipment Right of use assets Intangible assets

Deferred tax assets personalTotal Non-CurrentAssets

Total Assets

Current Liabilities

Trade and other payables

Lease liabilities

Provisions

Borrowings

Total Current Liabilities

Non-Current Liabilities

Lease liabilities

ForProvisions Borrowings Deferred tax liabilities Convertible Notes

Total Non-Current Liabilities

Total Liabilities

Net Assets

Pure Foods Tasmania Ltd

(ACN 112 682 158)

100 -104 Mornington Rd Mornington TAS 7018 ASX: PFT +61 3 6231 4233

www.purefoodstas.com

Convertible

Actual 30 June 2021

Notes Issued

Pro Forma 30 June 2021

$

$

1,624,116

5,300,000

6,924,116

1,098,324

-

1,098,324

1,001,235

-

1,001,235

339,833

-

339,833

4,063,508

5,300,000

9,363,508

4,530,534

-

4,530,534

696,951

-

696,951

2,447,102

-

2,447,102

1,239,971

-

1,239,971

8,914,558

-

8,914,558

12,978,066

5,300,000

18,278,066

1,769,479

-

1,769,479

196,139

-

196,139

159,692

-

159,692

724,920

-

724,920

2,850,230

-

2,850,230

529,716

-

529,716

29,192

-

29,192

872,303

-

872,303

842,412

-

842,412

-

5,300,000

5,300,000

2,273,623

5,300,000

7,573,623

5,123,853

-

10,423,853

7,854,213

-

7,854,213

5

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Pure Foods Tasmania Ltd. published this content on 14 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 December 2021 05:37:04 UTC.