STEMIFY LIMITED (SF1)

name changed to Swoop Holdings Limited

The company has completed the acquisition of: 100% of the shares in Cirrus Communications Pty Ltd, 58.90% of the issued capital in N1 Telecommunications Pty Ltd and 100% of the issued capital of Fiwi Pty Ltd (Fiwi) which in turn holds the remaining 41.10% of the issued capital of NodeOne. The company has issued 122,769,264 shares as consideration for the Acquisitions. Settlement of the capital raising under the Prospectus dated 16 April 2021 of $20,000,000 (before costs) occurred yesterday to assist in funding the growth of Swoop and NodeOne. 40,000,000 new ordinary shares at an issue price of $0.50 per share will be issued under the capital raising today.

The company makes a correction to the announcement dated 17 May 2021 entitled Completion of Capital Consolidation. In the table, the number of unlisted options on a post-consolidation basis should have read 3,272,956 not 3,272,472.

The company has completed the consolidation of its issued capital on 23 for 1 basis. This was approved by shareholders at the 3 May general meeting. The post-consolidation capital structure is as follows: fully paid ordinary shares: 6,825,036 (post-consolidation); unlisted options 3,272,472 (post-consolidation).

The company releases a supplementary prospectus.

The company releases an update to the consolidation of its securities. Security holder approval was received.

The company releases the results of its meeting.

The company lodges its Appendix 4C and Commentary.

The company has lodged a prospectus with ASIC with respect to its underwritten public offer to raise $20 million in conjunction with its acquisition of the Swoop and NodeOne telecommunications business and re-listing on ASX, which is to be approved by SF1 shareholders at a general meeting to be held on 3 May 2021.

The company releases a letter to its shareholders regarding the addendum to the notice of EGM.

Certain information in the notice of meeting previously sent is updated. The addendum updates the valuation of the performance rights proposed to be issued to certain directors of the company post completion, being the subject of Resolutions 17, 18 and 19, and related information in the notice of meeting.

The company releases a letter to its shareholders regarding its general meeting.

The company releases a notice of consolidation. Shareholders get 1 share for every 23 presently owned.

The company releases a notice of Proposed issue of Securities - SF1.

The company will hold its general meeting at 3.00pm AEST on 3 May 2021 at Level 40, Governor Phillip Tower 1 Farrer Place SYDNEY, NSW, AUSTRALIA.

The company lodges its Half Yearly Report and Accounts.

SF1 has entered into inter-conditional share purchase deeds to acquire 100% of Swoop and NodeOne for total consideration (in scrip) valued at $61.3 million (based on the proposed offer price for the capital raising). Swoop is an eastern states based fixed wireless and wholesale network infrastructure carrier with a high performance national and international network that is an alternative provider to the large carriers for delivering services in Australia. NodeOne is a Western Australian based fixed wireless broadband provider and licensed telecommunications carrier with a proven high-performance wireless network providing an alternative solution to the NBN network for both residential and business customers. The acquisition is subject to a number of conditions, including shareholder approval and recompliance with Chapters 1 and 2 of the ASX Listing Rules. Upon completion, SF1 to appoint four new directors with extensive experience in the telecommunications industry to join the board with existing director Jonathan Pearce. New cornerstone shareholder Tattarang Ventures Pty Ltd, owned by entities associated with Andrew Forrest, will hold approximately 19.8% of SF1. SF1 will seek to raise $20m and has appointed Morgans Corporate Limited as lead manager to the public offer. The public offer is proposed to be underwritten by Morgan's on terms to be agreed and subject to the execution of an underwriting agreement. Proposed change of name to "Swoop Holdings Limited" to reflect the new direction of the Company.

ASX has advised the Company that as a result of Varied Term the Listing Rule 11.2 approval that was obtained by SF1 on 19 March 2020 is not valid and SF1 must seek approval from shareholders in accordance with Listing Rule 11.2 for the Disposal.

The company lodges its Appendix 4C and Commentary.

The company releases the results of its meeting.

The company releases a letter to its shareholders regarding its AGM.

The AGM will be held at 11.00am AEDT on 22 January 2021 at Level 40, Governor Phillip Tower 1 Farrer Place SYDNEY, NSW, AUSTRALIA.

The company lodges its Appendix 4C and Commentary.

The following options and performance rights have lapsed and are now cancelled: 311,109 at an exercise price of $6.76 with an expiry date of 22 December 2019; 783,350 - at an exercise price of nil and various expiry dates.

The company lodges its Annual Report to shareholders.

The company releases its Appendix 4G and Corporate Governance Statement.

The company lodges its Appendix 4E - Unaudited.

The company had entered into a royalty sale and purchase agreement with Vox Royalty Australia for a net smelter royalty interest in the Saxby gold project. The sale was subject to consent being obtained to the change of ownership from Strategic Energy Resourcces. Consent was not received from SER and the Vox Agreement has been cancelled. STEMify and SER subsequently agreed to extinguish the Royalty Interest by SER paying STEMify A$110,000 in cash. This payment has now been received. The funds will be used to contribute to the capital required in sourcing and acquiring a suitable new business opportunity including conducting due diligence and ASX recompliance costs.

The securities of STEMify Limited will be suspended from quotation from the commencement of normal trading on Thursday, 6 August 2020 under Listing Rule 17.2, at the request of SF1, pending the release of an announcement regarding a material acquisition.

The securities of Stemify Limited will be reinstated to Official Quotation as from the commencement of trading on Tuesday, 15 October 2019 following lodgement of its Annual Report for the year ended 30 June 2019.

The company releases its Appendix 4G and Corporate Governance Statement.

The company lodges its 2019 Annual Report to shareholders.

The company's securities will be suspended from Official Quotation in accordance with Listing Rule 17.5 from the commencement of trading today, 1 October 2019, following failure to lodge the relevant periodic report by the due date.

The suspension of trading in the securities of STEMify Limited will be lifted from the commencement of trading on Monday, 19 August 2019, following the release by SF1 of an announcement regarding a capital raising.

The company announces the following: completion of 45-for-1 consolidation; completion of 2.25 million capital raising at 2 cents per share; conversion of all outstanding liabilities to secured lender, Denlin nominees totaling $1.4 million into 25m new shares; extinguishment and release of all security obligation to Denlin nominees; and sale of Robo 3D Inc assets by assignee under ABC process completed with formal dissolution proceedings underway.

The company issues a prospectus for the offer of 1,000 shares each at an issue price of 2 cents per share on a post-consolidation basis.

The company has completed the consolidation of its issued capital on a 45 for 1 basis. The post-consolidation capital structure of the company is as follows: Fully Paid Ordinary Shares - 558,868,914 (pre) - 12,420,960 (post); Unlisted Options - 36,766,387 (pre) - 817,042 (post); and Unlisted Performance Rights - 35,249,720 (pre) - 783,350 (post).

we understand that on or about this date the company consolidated its shares 1 for 45

Security holder approval was received in relation to the consolidation of its securities.

The company releases the results of its General Meeting.

The company lodges its June 2019 Appendix 4C and commentary.

The company has been granted a waiver from ASX Listing Rules 10.13.3 to the extent necessary to permit the company's notice to approve the issue of fully paid ordinary shares to Mr. Jonathan Pearce in lieu of AUD$30,000, in the event that the proposed director decides to take shares in lieu of cash payments for fees to state that the remuneration shares will be issued more than 1 month after the date of the shareholders' meeting, and not to include an issue price.

The company releases a notification of consolidation. Shareholders get 1 share for every 45 presently owned.

The company releases a notice of general meeting. The meeting will be held on 30 July 2019 at 9.00am (WST) at The Park Business Centre 45 Ventnor Avenue West Perth WA 6005.

Commitments received for Placement to sophisticated and professional investors of A$1.75m, with over-subscriptions of up to $500k available. Proposed consolidation of capital. Conversion of Secured Loan from Denlin Nominees to equity. Calendar year to date revenue of A$1.3m with USA operating costs reduced to A$100-110k per month. STEMify well positioned to deliver revenue growth during key US purchasing period for schools through variety of avenues through sales of 3D printer hardware and MyStemKits curriculum. Exit of manufacturing business (as previously advised) for Robo 3D, Inc. formally underway without affecting the ability to sell white labeled 3D printers as part of bundled product sale. Calendar year-to-date sales (of 3D printer hardware and MyStemKits curriculum) of A$1.3m with MSK now sold in in 25 states, up from 2 states at acquisition in August 2018. Gross margin improvement with hardware product (3D printers) and software (MyStemKits curriculum) bundle offering gross profit margins of 50-70%, with software component sold as annual licenses payable upfront. Strong sales pipeline leading into key sales period for USA education segment. Capital raising will provide funds to continue sales and marketing efforts focused on providing a turnkey STEM education solution, selling the combination of E3 printer and 3D printing hardware and MyStemKits K-12 curriculum into the education sector. The acquisition of MyStemKits in August 2018 has expanded potential sources of revenue, opening up licensing opportunities, partnership with large corporations, charitable foundations, and large after-school/out-of-school organisations. The interoperability of the MyStemKits software also offers potential cross selling opportunities to resellers carrying other leading 3D printers such as Makerbot. Planned release of c. 15 new lesson plans created and licensed from curriculum research specialists at Florida State University under existing exclusive license agreement. Cost rationalisation plan has significantly reduced USA annual operating costs by around US$3.0m to c. US$75k per month.

The company is continuing to progress the finalisation of its proposed capital raising and will provide further details once confirmed. The company's securities will remain in voluntary suspension pending an announcement regarding the capital raising. The company expects to be in suspension until the earlier of the announement being made or 3 May 2019.

The company is progressing the finalisation of its proposed capital raising and will provide further details once confirmed. The suspension is expected to remain in place until the earlier of the announcement on the proposed capital raising being made or 5 April 2019.

The securities of STEMify Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of SF1, pending the release of an announcement regarding a proposed capital raising.

name changed from Robo 3D Limited