ADALTA LIMITED — Capital/Financing Update 2023

Apr 27, 2023

Proposed issue of securities

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Announcement Summary

Entity name

ADALTA LIMITED

Announcement Type

New announcement

Date of this announcement

28/4/2023

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Options with an exercise price of $0.03 and an expiry date of	63,075,186
confirmed	29 May 2024
1AD	ORDINARY FULLY PAID	126,150,371

Ex date

2/5/2023

+Record date

3/5/2023

Offer closing date

22/5/2023

Issue date

29/5/2023

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Same terms as Options to be issued as part of standard	15,000,000
confirmed	pro-rata issue.

Proposed +issue date 29/5/2023

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Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

ADALTA LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ABN 92120332925

1.3 ASX issuer code

1AD

1.4 The announcement is

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New announcement

1.5 Date of this announcement

28/4/2023

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

1AD : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description 1AD : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held 2 5

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 126,150,371 whole number

Offer price details for retail security holders

In what currency will the offer be made? AUD - Australian Dollar

What is the offer price per +security for the retail offer? AUD 0.02500

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

If the Company receives applications from Eligible Shareholders for New Shares and New Options forming the Shortfall that would not result in the Offer being oversubscribed then the Company will, subject to the other terms of the Prospectus, allocate those New Shares and New Options forming the Shortfall to the Eligible Shareholders who applied for them.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

If the Company receives applications for New Shares and New Options that would result in the Offer being oversubscribed then the scale back will be in the ultimate discretion of the Board of Directors of the Company.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

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Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms	Will the entity be seeking quotation of the 'new' class of
of the proposed +securities are appropriate and	+securities on ASX?
equitable under listing rule 6.1?
No	Yes
ASX +security code	+Security description
New class-code to be confirmed	Options with an exercise price of $0.03 and an expiry date
	of 29 May 2024

+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 2 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded up to the next whole number 63,075,186

Offer price details for retail security holders

In what currency will the offer be made?

What is the offer price per +security for the retail offer? AUD 0.00000

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

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Describe the limits on over-subscription

If the Company receives applications from Eligible Shareholders for New Shares and New Options forming the Shortfall that would not result in the Offer being oversubscribed then the Company will, subject to the other terms of the Prospectus, allocate those New Shares and New Options forming the Shortfall to the Eligible Shareholders who applied for them.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

If the Company receives applications for New Shares and New Options that would result in the Offer being oversubscribed then the scale back will be in the ultimate discretion of the Board of Directors of the Company.

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.0300 29/5/2024

Details of the type of +security that will be issued if the option is exercised

1AD : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share (ASX:1AD)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Prospectus lodged on 28 April 2023 available at https://adalta.com.au/documents/

Part 3C - Timetable

3C.1 +Record date

3/5/2023

3C.2 Ex date

2/5/2023

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3C.4 Record date

3/5/2023

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

8/5/2023

3C.6 Offer closing date

22/5/2023

3C.7 Last day to extend the offer closing date

17/5/2023

3C.9 Trading in new +securities commences on a deferred settlement basis

23/5/2023

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

29/5/2023

3C.12 Date trading starts on a normal T+2 basis

30/5/2023

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

1/6/2023

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer?

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Yes

3E.1a Who is the lead manager/broker?

CoPeak Corporate Pty Ltd as trustee for Peak Asset Management Unit Trust ("Peak Asset Management").

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Fees payable to Peak Asset Management comprise (i) a 1% management fee on all funds raised under the offer, (ii) a 5% capital raise fee on all funds raised by Peak Asset Management as part of the shortfall and (iii) subject to a minimum of $3,000,000 raised collectively and any relevant shareholder approval, the grant of 15,000,000 quoted options with an exercise price of $0.03 expiring on 29 May 2024.

3E.2 Is the proposed offer to be underwritten?

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Yes

3E.2a Who are the underwriter(s)?

Tijan Pty Ltd as trustee for the Tijan Trust

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

$15,000

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3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Nil

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated N.A

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes

3E.2e (i) What is the name of that party?

Tijan Pty Ltd as trustee for the Tijan Trust is a related party of CEO and Managing Director, Tim Oldham

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?

$15,000

3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

Nil

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Refer to section 1.15 of the Prospectus lodged on 28 April 2023

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Refer to section 2.1 of the Prospectus lodged on 28.04.2023

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

No action has been taken by the Company to register the New Shares or otherwise permit an offering of the New Shares in any jurisdiction other than Australia or New Zealand.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

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3F.6 URL on the entity's website where investors can download information about the proposed issue

Prospectus lodged on 28 April 2023 available at https://adalta.com.au/documents/

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	Yes
No
ASX +security code	+Security description
New class-code to be confirmed	Same terms as Options to be issued as part of standard pro-rata issue.
+Security type
Options

Number of +securities proposed to be issued

15,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Please describe the consideration being provided for the +securities Corporate advisory services Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0300 29/5/2024 Details of the type of +security that will be issued if the option is exercised 1AD : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX:1AD). Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Prospectus lodged on 28 April 2023 available at https://adalta.com.au/documents/

Part 7C - Timetable

7C.1 Proposed +issue date 29/5/2023

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

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7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

15,000,000

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Peak Asset Management

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Fees payable to Peak Asset Management comprise (i) a 1% management fee on all funds raised under the offer, (ii) a 5% capital raise fee on all funds raised by Peak Asset Management as part of the shortfall and (iii) subject to a minimum of $3,000,000 raised collectively and any relevant shareholder approval, the grant of 15,000,000 quoted options with an exercise price of $0.03 expiring on 29 May 2024.

7E.2 Is the proposed issue to be underwritten?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Services rendered by Coporate Advisor and Lead Manager under the Offer

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

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7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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