Ann: Notice of Meeting, page-3

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25/03/24

07:05

Post #: 73036001
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Originally posted by Salubrious: ↑

So, after reading most of the 74 pages, plenty of fluff, in summary of significance it's approving Richard White's >20% and the shares issued at $0.04482 to fund TheBrag acquisition + some working capital. Given the economic environment, it seems reasonable, he got a good deal, good timing, but we all win;

RESOLUTION 1
David Rickert (Vampr guy) was approved to have 8mil shares as part of the Vampr transaction, but due to changes in the US$ exchange rate the amount ended up 8,269,185 - so this is just to approve the extra 269,185. I will note David entered voluntary escrow until 30 June 2024. - YES
https://hotcopper.com.au/threads/ann-update-proposed-issue-of-securities-vnl.7785616/

RESOLUTION 2
We acquired TheBrag for $8mil, with a further $2mil payable if they achieve between $2mil - $2.8mil EBITDA on sliding scale, win / win.
This resolution is for 90,240,674 placement shares issued to Richard W at $0.04482 ($4,044,587) to fund the deal. Whilst I'd have preferred to have seen the issue price higher, it's standard discount to VWAP, thus the best vote outcome is - YES

RESOLUTION 3
This is the approval of a $6,955,413 convertible note, to fund TheBrag acquisition / working capital. It carries interest of BBSY (Bank Bill Swap Rate, typo in this ann I think as BBBY) + 6%. As I understand, this interest is waived, a zero interest note if resolution 4 is approved "within 60 days", which is a nice gesture for a "controlling interest" (>20%). That's like a $700k savings per annum. - YES

RESOLUTION 4
This resolution is about giving a "controlling interest" to Realwise, as they'll attain 34.47% of issued shares. This is Richard backing VNL. - YES

There maybe some concern around incentives with Songtradr's investment in VNL combined with Richard's. But given Richard will own 34.47% of VNL, and based on what I can find would own a lot less of Songtradr, the incentive there from Richard's point of view would be for VNL to be a success. Whilst Richard has got a sweet deal, yet reasonable, it's great to have him on board. Yes to all for me and thankyou to Richard for his support.

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Hey Salubrious, I might have to report you to the moderators You are too kind and helpful.

Once VNL group starts generating cash, they will have truckloads full of it. Such is the beauty of tech firms.

VNL Price at posting: 7.5¢ Sentiment: None Disclosure: Held
3 Upvote

0 Great analysis

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