ADISYN LTD — Capital/Financing Update 2025

Jan 23, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name ADISYN LTD

Announcement Type

New announcement

Date of this announcement

24/1/2025

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	Unlisted Options	20,000,000
confirmed
AI1	ORDINARY FULLY PAID	105,263,158

Proposed +issue date 30/1/2025

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

24/1/2025

1.6 The Proposed issue is:

A placement or other type of issue

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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? No

Part 7B - Issue details

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 +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

AI1 : ORDINARY FULLY PAID

Number of +securities proposed to be issued

104,463,158

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash consideration being paid? AUD - Australian Dollar

What is the issue price per +security? AUD 0.09500

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 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 +security include an offer of attaching +securities? No

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Appendix 3B - Proposed issue of securities

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Details of +securities proposed to be issued

ASX +security code and description

AI1 : ORDINARY FULLY PAID

Number of +securities proposed to be issued

800,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.09500

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 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

Will the proposed issue of this +security include an offer of attaching +securities? No

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

+Security type

Options

Number of +securities proposed to be issued

20,000,000

Offer price details

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Appendix 3B - Proposed issue of securities

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----- Start of picture text ----- Are the +securities proposed to be issued being issued for a cash consideration?NoPlease describe the consideration being provided for the +securitiesPart consideration for JLMPlease provide an estimate of the AUD equivalent of the consideration beingprovided for the +securitiesWill all the +securities issued in this class rank equally in all respects fromtheir issue date?YesOptions details+Security currency Exercise price Expiry dateAUD - Australian Dollar AUD 0.1500 30/1/2028Details of the type of +security that will be issued if the option is exercisedAI1 : ORDINARY FULLY PAIDNumber of securities that will be issued if the option is exercised1 option converts to 1 SharePlease provide a URL link for a document lodged with ASX setting out the material terms of the +securitiesproposed to be issued or provide the information by separate announcement.Refer to placement announcement 24 January 2025----- End of picture text -----

Part 7C - Timetable 7C.1 Proposed +issue date 30/1/2025 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 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?

43,463,158 Under 7.1

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's

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Appendix 3B - Proposed issue of securities

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additional 10% placement capacity under listing rule 7.1A (if applicable)?

Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

61,000,000 Under 7.1a

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

Management considers the placement at the current price to be in the best interests of the Company.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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?

Joint Lead Managers (JLM), Sandton Capital Advisory, Alpine Capital, and Peloton Capital

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

Lead Manager fee of 2% of all funds raised and a Capital Raise fee of 4% of all funds raised under the placement, payable in cash. The JLM will receive 20,000,000 unlisted options, exercisable at $0.15 per share with an expiry of 3 years

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

Proceeds from the Placement will be deployed strategically to support AI1¿s growth objectives.

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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