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ADSLOT LTD. Capital/Financing Update 2022

Jun 16, 2022

64306_rns_2022-06-16_60a099e8-9417-482e-9fff-fbf6c531ca4b.pdf

Capital/Financing Update

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ASX Announcement 17 June 2022

ASX: ADS Level 2, 419 Collins Street Melbourne Vic 3000 Australia Tel: +61 (0)3 8695 9100

Strategic Review Update

In response to shareholder enquiries, Adslot Ltd (ASX:ADS) provides the following update on the progress of its strategic review.

Background to Strategic Review

Commencement: After receiving unsolicited inbound interest, the Company announced the commencement of its strategic review on 24 February 2022. Objective: The aim of the strategic review is to assess, review and explore opportunities to accelerate the maximisation and realisation of shareholder value. Internal review: The board completed its internal review process at the end of March 2022, which concluded that, in the opinion of the board, the value of the underlying business units may be worth substantially more than the current listed market value of the Company. Advisors appointed: On 4 April 2022, the Company announced the appointment of New York-based boutique investment bank and advisory firm, East Wind Advisors to review recent inbound interest and assist with those discussions, as well as undertake a review of other strategic options, including: strategic partnerships; business acquisitions; divestment of individual business units or the entire business; and strategic funding and capital structuring alternatives. Executive Changes: On 6 April 2022, the Company announced the appointment of US-based, NonExecutive Director, Mr Tom Triscari to the executive team as Head of Corporate Development and Interim CFO, in order to drive partnership discussions; assist with corporate discussions in the US and European markets; and support New York-based East Wind Advisors with their initiatives on behalf of the Company. Capital Raising: On the 11 April 2022, the Company announced a $3.8M capital raising consisting of a $1.8M Placement to new and existing sophisticated investors, and a $2.0M fully underwritten Entitlement Offer, substantially underwritten by directors. The capital raising was undertaken to provide balance sheet strength and stability throughout the strategic review process, and fund ongoing growth initiatives.

NEW YORK SYDNEY LONDON MELBOURNE MUNICH SHANGHAI

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Strategic Review Update

The Company is pleased to advise that the strategic review has been completed. The Company can confirm the following key insights that it has derived from the strategic review:

  • The board continues to believe that the Company’s current market capitalisation does not reflect the intrinsic value of the Company, either as a whole or as a sum of its parts;

  • The Company’s core assets of Symphony and Adslot Media are both well positioned, occupying positions of strategic value as the advertising industry undergoes significant change; and

  • Multiple opportunities may exist to unlock greater shareholder value via strategic investment, sale of certain assets or a potential sale or merger of the Company as a whole.

Preparation to pursue multiple scenarios with industry players has now commenced, and the board believes this process may provide multiple options for shareholder value creation.

The Company notes that upon the successful closing of the Entitlement Offer on 6 May 2022, key members of the board and management team travelled to New York for extensive in-market meetings with the Company’s advisors, clients and partners, and other interested parties – including a company that had expressed unsolicited interest in a potential transaction with the Company.

Discussions continue to progress with all parties, including with those that made an unsolicited approach to the Company. However, there is no certainty that these discussions or the ongoing process will lead to any particular outcome or transaction, and discussions and processes of this type regularly take substantial time to conclude.

The Company does not intend to provide any further updates to the market on this confidential process until such time as there is a material development that requires disclosure to the ASX as per the ASX Listing Rules.

Key Commercial Opportunities

Throughout the strategic review, the Company has remained focussed on progressing key commercial opportunities, in particular the activation of partner marketplaces for large agency clients in the USA and UK. These opportunities, if successful, are expected to be the primary drivers of substantial growth in TTV over the remainder of 2022 and will further enhance the strategic value of the Company.

The Company can confirm that these opportunities continue to progress. Further details will be provided, as is the Company’s normal practice, in the Company’s June quarterly trading update to be released by end of July 2022, unless there is a material development requiring disclosure as per ASX Listing Rules prior to that time.

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For further enquiries, please contact:

Ben Dixon Chief Executive Officer Adslot Limited [email protected]

About Adslot

Adslot’s mission is to automate the trading of forward guaranteed display advertising, referred to as automated guaranteed. Our leading technology is a purpose built, global media trading platform. Adslot benefits a global community of media buyers and sellers, including media agencies, publishers and advertisers, by providing trading efficiencies and effectiveness made possible only via technology, and by doing so the basis on which the $80B online display advertising industry will realise its full growth potential.

Adslot is a global organisation with operations in North America, Europe and Asia Pacific and is headquartered in Australia.

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