ADNEO LIMITED — Capital/Financing Update 2021

Oct 24, 2021

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ASX Announcement 25 October 2021

AD1 completes $2.0 million placement

Melbourne, Australia, 25 October 2021: AD1 Holdings Limited (ASX: AD1) ( AD1 or the Company ) is pleased to announce that it has received firm commitments to undertake a placement to raise over $2.0 million.

The capital raising, at over $2.0 million, will result in the placement and issue of approximately 63.5 million new fully paid ordinary shares in the Company ( New Shares ) to existing and new institutional and sophisticated investors. The directors of the Company also participated in this capital raising, and their participation will be subject for shareholders’ approval at the upcoming general meeting.

The New Shares will be issued at a price of $0.032 per New Share ( Placement ). The Placement price of $0.032 represents a discount of 16% to the volume weighted average price of the Company’s shares for the 10 trading days ending on Friday, 15 October 2021.

The New Shares will be issued on the same terms as, and will rank equally in all respects with, the existing fully paid shares of the Company. Settlement of the Placement is expected to occur Tuesday, 26 October 2021, following by the allotment and application for quotation of the New Shares.

Under this Placement, for each four (4) New Shares allocated, participating investors will also receive one (1) free attaching option over ordinary share which has an exercise price of $0.052 and expires in 12 months from the date of issue ( Options ). The Options are unlisted and will be allotted subsequent to the allotment of New Shares, following by the dispatch of option certificates.

The New Shares and Options will be issued within the Company’s placement capacity under ASX Listing Rule 7.1.

The funds raised under the Placement will be used partly to settle the second tranche of the Art of Mentoring acquisition upon this business unit achieving its financial performance milestones, with the remainder to fund the Company’s growth initiatives.

Commenting on the Placement, AD1’s CEO and Management Director Brendan Kavenagh stated: “I would like to thank the existing and new institutional and sophisticated investors for their support in this capital raising initiative. The funds will complete the final cash component of the acquisition terms for the Art of Mentoring division, which continues to demonstrate impressive growth and also provides the resources to continue to further develop our product offering and expansion plans throughout the broader AD1 group.”

“We look forward in continuing our development and refinement of our sales offerings along with allocating resources to continue to grow the AD1 client base and continue to grow new revenue generating opportunities. The company has an exciting pipleline of growth opportunities over the next 12 months and we look forward to continue to deliver innovative solutions for our clients to drive shareholder value.”

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This release has been authorised by the Board of Directors.

Andrew Henderson Brendan Kavenagh Chairman CEO AD1 Holdings Limited AD1 Holdings Limited 03 8199 0455 03 8199 0455

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