ADSLOT LTD. — Capital/Financing Update 2014

Jul 9, 2014

Rule
2.7,
3.10.3,
3.10.4,
3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information
or
documents
not
available
now
must
be
given
to
ASX
as
soon
as
available.
Information
and documents
given
to
ASX
become
ASX’s
property
and
may
be
made
public.

Introduced
01/07/96
Origin:
Appendix
5
Amended
01/07/98,
01/09/99,
01/07/00,
30/09/01,
11/03/02,
01/01/03,
24/10/05,
01/08/12, 04/03/13

Name
of
entity ADSLOT
LTD

ABN 70
001
287
510

We
(the
entity)
give
ASX
the
following
information.

Part 1 - All issues

You
must
complete
the
relevant
sections
(attach
sheets
if
there
is
not
enough
space).

1 +Class
of
+securities
issued
or
to Fully
paid
ordinary
shares
( Shares ) be
issued 2 Number
of[+] securities
issued
or 65,000,000
Shares
( New
Shares ) to
be
issued
(if
known)
or maximum
number
which
may be
issued 3 Principal terms of the The
New
Shares
are
being
issued
under
a +securities (e.g. if options, placement
to
a
number
of
new
and
existing exercise
price
and
expiry
date;
if
partly paid +securities, the institutional and sophisticated investors as announced
to
ASX
on
3
July
2014 amount
outstanding
and
due dates for payment; if +convertible securities, the conversion
price
and
dates
for conversion)

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013 ME_114356102_1
(W2003x)

Appendix
3B
Page
1

• 4 Do
  the[+] securities
  rank
  equally in
  all
  respects
  from
  the[+] issue date
  with
  an
  existing[+] class
  of quoted[+] securities? If
  the
  additional[+] securities
  do not
  rank
  equally,
  please
  state:

Yes

• the
  date
  from
  which
  they
  do

• the
  extent
  to
  which
  they participate for the next dividend,
  (in
  the
  case
  of
  a trust, distribution) or interest
  payment

• the
  extent
  to
  which
  they
  do not
  rank
  equally,
  other
  than in relation to the next dividend, distribution or interest
  payment

• 5 Issue
  price
  or
  consideration 6 Purpose
  of
  the
  issue (If
  issued
  as
  consideration
  for the
  acquisition
  of
  assets,
  clearly identify
  those
  assets)

5 Issue
price
or
consideration 10
cents
per
New
Share 6 Purpose
of
the
issue The
proceeds
of
the
New
Share
issue
will
be
used (If
issued
as
consideration
for to
: the
acquisition
of
assets,
clearly • Accelerate
development
and
integration
of identify
those
assets) the
Adslot
and
Symphony
platforms; • Strengthen
the
balance
sheet;
and • Provide
additional
working
capital. 6a Is
the
entity
an[+] eligible
entity N/A that has obtained security holder
approval
under
rule
7.1A? If
Yes,
complete
sections
6b
–
6h in
relation
to
the[+] securities
the subject
of
this
Appendix
3B ,
and comply
with
section
6i 6b The
date
the
security
holder N/A resolution
under
rule
7.1A
was passed 6c Number
of[+] securities
issued N/A without
security
holder
approval under
rule
7.1 6d Number
of[+] securities
issued N/A with
security
holder
approval under
rule
7.1A

ME_114356102_1
(W2003x)

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	N/A
	N/A
	N/A
	N/A
	N/A
	10 July 2014
	Number	+Class
	1,053,550,756	Shares

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013 ME_114356102_1
(W2003x)

Appendix
3B
Page
3

Number +Class 9 Number and +class of all +securities
not
quoted
on
ASX 2,000,000 Options
exercisable ( including the +securities
in before 30/9/14 @ section
2
if
applicable) 11.6c 300,000 Options
exercisable before
30/09/14
@ 19c 10 Dividend
policy
(in
the
case
of
a There
has
been
no
change
to
Adslot
Ltd's trust,
distribution
policy)
on
the dividend
policy increased
capital
(interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

ME_114356102_1
(W2003x)

19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013 ME_114356102_1
(W2003x)

Appendix
3B
Page
5

• balance?

• 32 How
  do
  security
  holders
  dispose of
  their
  entitlements
  (except
  by sale
  through
  a
  broker)?

• 33 +Issue
  date

Part 3 - Quotation of securities

You
need
only
complete
this
section
if
you
are
applying
for
quotation
of
securities

• 34 Type
  of[+] securities ( tick
  one )

• (a) +Securities
  described
  in
  Part
  1

(b)[All
other
][+][securities
] Example:
restricted
securities
at
the
end
of
the
escrowed
period,
partly
paid
securities
that
become
fully
paid, employee
incentive
share
securities
when
restriction
ends,
securities
issued
on
expiry
or
conversion
of
convertible securities

Entities that have ticked box 34(a)

**Additional

securities
forming
a
new
class
of
securities**

Tick
to
indicate
you
are
providing
the
information
or documents

35 If
the[+] securities
are[+] equity
securities,
the
names
of
the
20
largest
holders
of
the additional[+] securities,
and
the
number
and
percentage
of
additional[+] securities held
by
those
holders

36 If
the[+] securities
are[+] equity
securities,
a
distribution
schedule
of
the
additional +securities
setting
out
the
number
of
holders
in
the
categories 1
-­‐
1,000

1,001
-­‐
5,000

5,001
-­‐
10,000

10,001
-­‐
100,000

100,001
and
over

37 A
copy
of
any
trust
deed
for
the
additional[+] securities

ME_114356102_1
(W2003x)

Entities that have ticked box 34(b)

• 38 Number
  of[+] securities
  for
  which +quotation
  is
  sought

• 39 +Class
  of +securities
  for
  which quotation
  is
  sought

• 40 Do
  the[+] securities
  rank
  equally
  in all
  respects
  from
  the[+] issue
  date with
  an
  existing[+] class
  of
  quoted +securities? If
  the
  additional[+] securities
  do not
  rank
  equally,
  please
  state: • the
  date
  from
  which
  they
  do

• • the
  extent
  to
  which
  they participate for the next dividend,
  (in
  the
  case
  of
  a trust,
  distribution)
  or
  interest payment

• • the
  extent
  to
  which
  they
  do not
  rank
  equally,
  other
  than
  in relation
  to
  the
  next
  dividend, distribution or interest payment

• 41 Reason
  for
  request
  for
  quotation now Example:
  In
  the
  case
  of
  restricted
  securities,
  end of
  restriction
  period (if
  issued
  upon
  conversion
  of another[+] security,
  clearly
  identify that
  other[+] security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities
in
clause 38)

**Quotation

agreement**

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013 ME_114356102_1
(W2003x)

Appendix
3B
Page
7

• 1 +Quotation
  of
  our
  additional +securities
  is
  in
  ASX’s
  absolute
  discretion.
  ASX may
  quote
  the[+] securities
  on
  any
  conditions
  it
  decides.

• 2 We
  warrant
  the
  following
  to
  ASX.

• The
  issue
  of
  the[+] securities
  to
  be
  quoted
  complies
  with
  the
  law
  and
  is not
  for
  an
  illegal
  purpose.

• There
  is
  no
  reason
  why
  those[+] securities
  should
  not
  be
  granted + quotation.

• An
  offer
  of
  the[+] securities
  for
  sale
  within
  12
  months
  after
  their
  issue will
  not
  require
  disclosure
  under
  section
  707(3)
  or
  section
  1012C(6)
  of the
  Corporations
  Act.

  • Note:
    An
    entity
    may
    need
    to
    obtain
    appropriate
    warranties
    from
    subscribers
    for
    the
    securities
    in
    order
    to
    be able
    to
    give
    this
    warranty

• Section
  724
  or
  section
  1016E
  of
  the
  Corporations
  Act
  does
  not
  apply
  to any
  applications
  received
  by
  us
  in
  relation
  to
  any[+] securities
  to
  be quoted
  and
  that
  no-­‐one
  has
  any
  right
  to
  return
  any[+] securities
  to
  be quoted
  under
  sections
  737,
  738
  or
  1016F
  of
  the
  Corporations
  Act
  at
  the time
  that
  we
  request
  that
  the[+] securities
  be
  quoted.

• If
  we
  are
  a
  trust,
  we
  warrant
  that
  no
  person
  has
  the
  right
  to
  return
  the +securities
  to
  be
  quoted
  under
  section
  1019B
  of
  the
  Corporations
  Act
  at the
  time
  that
  we
  request
  that
  the[+] securities
  be
  quoted.

• 3 We
  will
  indemnify
  ASX
  to
  the
  fullest
  extent
  permitted
  by
  law
  in
  respect
  of
  any claim,
  action
  or
  expense
  arising
  from
  or
  connected
  with
  any
  breach
  of
  the warranties
  in
  this
  agreement.

• 4 We
  give
  ASX
  the
  information
  and
  documents
  required
  by
  this
  form.

If
any information
or
document
is
not
available
now,
we
will
give
it
to
ASX
before +quotation
of
the +securities
begins.
We
acknowledge
that
ASX
is
relying
on the
information
and
documents.
We
warrant
that
they
are
(will
be)
true
and complete.

Sign
here: ........ ...... Date:
10
July
2014 (Company
secretary)

Print
name: Brendan
Maher

ME_114356102_1
(W2003x)