ADISYN LTD — Share Issue/Capital Change 2023

Jul 4, 2023

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

DC TWO LIMITED

Date of this announcement

Wednesday July 05, 2023

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	DC2PERFE	1,000,000	05/07/2023
to be confirmed
New class - code	DC2PERFF	1,000,000	05/07/2023
to be confirmed

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

DC TWO LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ACN

Registration number

155473304

1.3 ASX issuer code

DC2

1.4 The announcement is

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New announcement

1.5 Date of this announcement

5/7/2023

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code +Security description New class - code to be confirmed DC2PERFE +Security type ISIN code Other

Date the +securities the subject of this notification were issued

5/7/2023

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

Were any of the +securities issued to +key management personnel (KMP) or an +associate? No

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. https://www.asx.com.au/asxpdf/20221012/pdf/45g6fk06xxwhj5.pdf

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms https://www.asx.com.au/asxpdf/20221012/pdf/45g6fk06xxwhj5.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

Performance Rights issued to four Non-KMP to incentivize and retain. The Non-KMP will receive up to 250,000 performance securities each. The performance rights vesting conditions are as follows: Up to 250,000 subject to:

a) 2 years of service (continued employment) with the Company from 1 July 2023 to 30 June 2025; and

b) the Company achieving the following share price based on the 30 day VWAP over the 2-year period from 1 July 2023 to 30 June 2025:

Share price % Vesting Less than $0.12 0% Between $0.12 and $0.20 50% Greater than $0.20 100%

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Issue details

Number of +securities

1,000,000

ASX +security code +Security description New class - code to be confirmed DC2PERFF

+Security type ISIN code Other

Date the +securities the subject of this notification were issued

5/7/2023

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

Were any of the +securities issued to +key management personnel (KMP) or an +associate? No

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

https://www.asx.com.au/asxpdf/20221012/pdf/45g6fk06xxwhj5.pdf

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

https://www.asx.com.au/asxpdf/20221012/pdf/45g6fk06xxwhj5.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

Performance Rights issued to four Non-KMP to incentivize and retain. The Non-KMP will receive 250,000 performance securities each. The performance rights vesting conditions are as follows:

a) 2 years of service (continued employment) with the Company from 1 July 2023 to 30 June 2025; and

b) the Company achieving two consecutive quarters of Net cash from / (used in operating) activities greater than $0 over the 2 year period from 1 July 2023 to 30 June 2025.

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

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Number of +securities

1,000,000

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
DC2O : OPTION EXPIRING 20-DEC-2023	12,333,292
DC2 : ORDINARY FULLY PAID	130,716,089
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
DC2AM : PERFORMANCE RIGHTS	4,000,000
DC2AL : OPTION EXPIRING 30-NOV-2024 EX $0.11	2,500,000
DC2AJ : OPTION EXPIRING 20-DEC-2025 EX $0.60	1,000,000
DC2AD : OPTION EXPIRING 31-JUL-2024 EX $0.30	2,000,000
DC2AE : OPTION EXPIRING 06-NOV-2024 EX $0.25	1,200,000
DC2AF : OPTION EXPIRING 06-NOV-2024 EX $0.25	2,950,000
DC2AG : OPTION EXPIRING 07-MAY-2024 EX $0.50	4,000,000
DC2AK : CONVERTIBLE NOTES	246,250
New class - code to be confirmed : DC2PERFE	1,000,000
New class - code to be confirmed : DC2PERFF	1,000,000

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

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