ADISYN LTD — Capital/Financing Update 2024

Oct 22, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

ADISYN LTD

Announcement Type

New announcement

Date of this announcement

23/10/2024

The Proposed issue is:

A placement or other type of issue

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	Class A Performance Rights	100,000,000
confirmed
New class-code to be	Unlisted Options exercisable at $0.075 expiry 3 years from	15,000,000
confirmed	date of issue
New class-code to be	Class B Performance Rights	100,000,000
confirmed
New class-code to be	Class C Performance Rights	100,000,000
confirmed
AI1	ORDINARY FULLY PAID	305,000,000

Proposed +issue date

16/12/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

ADISYN LTD

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

ACN

Registration Number

155473304

1.3 ASX issuer code

AI1

1.4 The announcement is

New announcement

1.5 Date of this announcement

23/10/2024

1.6 The Proposed issue is:

A placement or other type of issue

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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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? Yes 7A.1a Conditions Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 16/12/2024 Estimated

Comments

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)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

AI1 : ORDINARY FULLY PAID

Number of +securities proposed to be issued

300,000,000

Offer price details

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

Please describe the consideration being provided for the +securities

Consideration to acquire 100% of the semiconductor IP business 2D Generation. Refer to Annexure A of announcement released 23 October 2024

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 15,000,000.000000

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Appendix 3B - Proposed issue of securities

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

Yes

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 do not have +CDIs issued over them)

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?	No
No
ASX +security code	+Security description
New class-code to be confirmed	Class A Performance Rights
+Security type
Performance options/rights
Number of +securities proposed to be	issued
100,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities Proposed part consideration refer to announcement 23 October 2024
Please provide an estimate of the AUD	equivalent of the consideration being
provided for the +securities
250,000.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes

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Appendix 3B - Proposed issue of securities

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Performance options/rights details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD

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

AI1 : ORDINARY FULLY PAID

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

1 share on exercise of 1 right

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.

Refer to Annexure A of announcement released 23 October 2024

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 do not have +CDIs issued over them)

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? No No ASX +security code +Security description New class-code to be confirmed Unlisted Options exercisable at $0.075 expiry 3 years from date of 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

Please describe the consideration being provided for the +securities

Advisers of 2D Generation Refer to Annexure A of announcement released 23 October 2024

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Appendix 3B - Proposed issue of securities

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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 0.0750 16/12/2027 Details of the type of +security that will be issued if the option is exercised AI1 : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 1 share for exercise of 1 option 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. Refer to Annexure A of announcement released 23 October 2024 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)? Existing class Details of +securities proposed to be issued ASX +security code and description AI1 : ORDINARY FULLY PAID Number of +securities proposed to be issued 5,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities Facilitation Shares Refer to Annexure A of announcement released 23 October 2024 Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 250,000.000000 Will these +securities rank equally in all respects from their issue date with

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Appendix 3B - Proposed issue of securities

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the existing issued +securities in that class?

Yes

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 do not have +CDIs issued over them)

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?	No
No
ASX +security code	+Security description
New class-code to be confirmed	Class B Performance Rights
+Security type
Performance options/rights
Number of +securities proposed to be	issued
100,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities

Proposed part consideration refer to announcement 23 October 2024 Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 250,000.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Performance options/rights details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD

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Appendix 3B - Proposed issue of securities

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

AI1 : ORDINARY FULLY PAID

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

1 share for conversion of 1 right 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.

Refer to Annexure A of announcement released 23 October 2024

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 do not have +CDIs issued over them)

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? No No ASX +security code +Security description New class-code to be confirmed Class C Performance Rights

+Security type

Performance options/rights

Number of +securities proposed to be issued 100,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Proposed part consideration refer to announcement 23 October 2024

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

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Appendix 3B - Proposed issue of securities

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Performance options/rights details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD

Details of the type of +security that will be issued if the option is exercised AI1 : ORDINARY FULLY PAID

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

1 share for conversion of 1 right

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.

Refer to Annexure A of announcement released 23 October 2024

Part 7C - Timetable

7C.1 Proposed +issue date

16/12/2024

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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

16/12/2024

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? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

300,000,000 fully paid ordinary shares will be subject to voluntary escrow for a period of 6 months from the date of issue

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

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Appendix 3B - Proposed issue of securities

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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

Refer to ASX announcement Annexure A released 23 October 2023

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

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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities

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