ADSLOT LTD. — Capital/Financing Update 2019

Feb 5, 2019

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ASX Announcement 6 February 2019

Appendix 3B

Attached is an Appendix 3B for Adslot Limited (ASX: ADJ) outlining changes to Long Term Incentive securities.

Adslot has issued 5,800,000 new options to senior managers under the Adslot Incentive Option Plan, as outlined in the attached Appendix 3B.

In addition, following a final performance assessment, eligible employees have received in aggregate 1,925,000 shares on the vesting of Performance Rights under Adslot’s legacy Long Term Incentive plan. The balance of the Performance Rights will lapse (500,000). There will be no outstanding Performance Rights.

1,925,000 shares were transferred from the Employee Share Option Plan trust to eligible employees in relation to the vesting of Performance Rights.

Out of the total 1,925,000 shares, Mr Ben Dixon, CEO & Director, received 250,000 shares on the vesting of Performance Rights, as approved by shareholders in November 2016 and outlined in the Appendix 3Y for Mr Dixon lodged today.

There is no change to the total number of ordinary shares quoted on ASX.

Yours sincerely

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Felicity Conlan Company Secretary

NEW YORK SYDNEY LONDON MELBOURNE AUCKLAND MUNICH SHANGHAI

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Options to acquire fully paid ordinary shares (Options)
	New securities issued: 5,800,000 Options issued Lapsed securities: 500,000 Performance Rights 1,100,000 Options

ADS001_1800194_051.DOCX

• 3 Principal terms of the[+] securities Total of 5,800,000 new Options issued under (e.g. if options, exercise price and the Adslot Limited Incentive Option Plan expiry date; if partly paid (approved at the November 2017 AGM) as +securities, the amount follows: outstanding and due dates for payment; if +convertible Vesting Condition: vest in two equal tranches securities, the conversion price of 2,900,000 Options at the end of each 12

• and dates for conversion) month period from the date of initial issue of Options, provided the recipient remains an employee at the time of vesting. Exercise Price: $0.060 (145% of 7 day VWAP) Expiry Date: 30 January 2023.

• 4 Do the[+] securities rank equally in No. all respects from the[+] issue date with an existing[+] class of quoted If the Options are exercised, ordinary shares +securities? will be issued and these shares will then rank equally with existing ordinary shares.

• 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

Nil

• 5 Issue price or consideration Nil 6 Purpose of the issue Granting of Options to employees under the (If issued as consideration for the Adslot Limited Incentive Option Plan as a acquisition of assets, clearly retention and incentive mechanism. identify those assets)

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

6a Is the entity an+eligible entity 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 resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 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	Yes
	27 November 2018
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	7.1 – 214,200,940 7.1A – 142,800,627

ADS001_1800194_051.DOCX

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)	31 January 2019
	Number	+Class
	1,428,006,269	Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	Options: 3,000,000 5,700,000 23,500,000 11,700,000 4,000,000 5,800,000 Total: 53,700,000	Exercise price $0.073, expiry 4 Oct 2021 Exercise price $0.060, expiry 25 Nov 2021 Exercise price $0.035, expiry 25 Feb 2022 Exercise price $0.034, expiry 15 May 2022 Exercise price $0.036, expiry 27 May 2022 Exercise price $0.060, expiry 30 January 2023 Incentive options issued under the Company’s Incentive Option Plan.
	There has been no change to Adslot Ltd's dividend policy.

ADS001_1800194_051.DOCX

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. 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 6

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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 balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

ADS001_1800194_051.DOCX

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

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Entities that have ticked box 34(b)

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

• 39 +Class of +securities for which N/A quotation is sought

• 40 Do the[+] securities rank equally in N/A 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 N/A 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 N/A N/A +securities quoted on ASX ( including the[+] securities in clause 38)

ADS001_1800194_051.DOCX

Quotation agreement

• 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.

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Sign here: ............................................................ Date: 6 February 2019 Print name: Felicity Conlan, Company Secretary

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• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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----- Start of picture text -----

Insert number of fully paid [+] ordinary 1,288,006,269
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary
securities issued in that 12 month
period under an exception in rule 7.2
• Number of fully paid [+] ordinary
140,000,000 shares issued under a two-
securities issued in that 12 month
tranche share placement announced to the
period with shareholder approval
ASX on Friday, 3 August 2018 and
approved by shareholders at an EGM on
• Number of partly paid [+] ordinary
14 September 2018.
securities that became fully paid in that
12 month period • 118,000,000 shares issued on 10
August 2018
Note: • 22,000,000 shares issued on 19
• Include only ordinary securities here – September 2018
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid Nil
+ ordinary securities cancelled during that
12 month period
“A” 1,428,006,269
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• See chapter 19 for defined terms.

04/03/2013 ADS001_1800194_051.DOCX

Appendix 3B Page 11

Step 2: Calculate 15% of “A”

• “B” 0.15 [Note: this value cannot be changed]

• Multiply “A” by 0.15 214,200,940 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of[+] equity securities issued nil or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” nil

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15	214,200,940
Note: number must be same as shown in
Step 2
Subtract“C”	-
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	214,200,940
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 1,428,006,269 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 142,800,627

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued nil or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

• “E” nil

• See chapter 19 for defined terms.

04/03/2013 ADS001_1800194_051.DOCX

Appendix 3B Page 13

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	142,800,627
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	142,800,627 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 14

04/03/2013