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14. Subsequent Events
On July 2, 2025, the Company signed a non-binding term sheet for a senior secured loan facility of up to A$8.5 million with substantial securityholder, Viburnum Funds Pty Ltd and potentially other parties arranged by Viburnum Funds Pty Ltd (Proposed Transaction). The Proposed Transaction is subject to satisfaction of certain conditions, including obtaining securityholder approval and the negotiation of formal legally binding documentation. Given his association with Viburnum, Non-Executive Director, Mr. Craig Coleman, resigned from the Board of the Company to avoid any potential conflicts of interests as the transaction progresses.
The non-binding term sheet for the Proposed Transaction outlines the general terms pursuant to which the Company will, subject to final negotiation of the definitive terms, enter into a binding facility agreement with Viburnum (Facility Agreement). The Facility Agreement will include customary terms and conditions for a facility of this nature.
The Proposed Transaction also contemplates that the Company will undertake an equity raising, which is expected to take the form of a Security Purchase Plan, to provide existing securityholders with the opportunity to participate in the Company's potential growth.
If the Proposed Transaction proceeds, the funds provided under the Facility Agreement and the proceeds raised under the associated equity raising will be used for general working capital purposes.
The key terms of the non-binding term sheet are summarised below:
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Facility Limit: Up to A$8.5 million comprising:
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First Draw: A$3.5 million available upon securityholder approval of the Proposed Transaction being obtained (see below); and
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Second Draw: Up to A$5 million available in the period of 60 days to 120 days after the First Draw, subject to the approval of Viburnum.
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Security: First ranking general security over the assets of the Company.
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Term: 18 months from the First Draw.
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Interest Rate: 15% per annum, capitalised and payable in two instalments at 12 months and 18 months from the First Draw.
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Royalty: A perpetual royalty of 10% on gross revenue from the Company's water and wine testing strips, with the royalty increasing to 15% where the Second Draw is utilised by the Company.
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Arrangement Fee: 5% of the Facility Limit, payable in options over UBI ordinary securities issued to Viburnum, with an exercise price of A$0.05 and a three-year term. The number of options will be calculated by reference to a customary option value calculation and will be issued as soon as practicable following securityholder approval.
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Conditions: Completion of the Facility Agreement will be conditional upon certain matters being satisfied, including:
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securityholder approval being obtained for several features of the Proposed Transaction, which will be sought at a General Meeting of the Company expected to be held on or about Friday, 29 August 2025;
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recommendation by the Independent Non-Executive Directors of the Company that securityholders vote in favour of the Proposed Transaction;
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the Company progresses initiatives to divest its healthcare and HRL assets prior to entry into the Facility Agreement (an advisor has been appointed by the Company in this regard);
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cap of A$250,000 on legal and other advisory fees associated with the facility;
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Viburnum being granted the right to appoint an observer at all Board meetings of the Company;
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the Company using its best endeavours to launch an ordinary equity offer under a Security Purchase Plan prior to any request by the Company under the Second Draw; and
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completion of due diligence investigations on the Company to the satisfaction of Viburnum.
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The non-binding term sheet is subject to negotiation and agreement of formal binding documentation. There is no certainty that such agreement will be reached and whether the final terms of the agreement will be consistent with those set out above.
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