ADSLOT LTD. — Capital/Financing Update 2022

Apr 10, 2022

Proposed issue of securities

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Announcement Summary

Entity name

ADSLOT LTD.

Announcement Type

New announcement

Date of this announcement

11/4/2022

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
ADS	ORDINARY FULLY PAID	116,588,604

Ex date

14/4/2022

+Record date

19/4/2022

Offer closing date

3/5/2022

Issue date

10/5/2022

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
ADS	ORDINARY FULLY PAID	105,882,353

Proposed +issue date

20/4/2022

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

ADSLOT LTD.

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ABN 70001287510

1.3 ASX issuer code

ADS

1.4 The announcement is

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New announcement

1.5 Date of this announcement

11/4/2022

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

ADS : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description ADS : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held 1 17

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 116,588,604 whole number

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.01700

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 3C - Timetable

3C.1 +Record date

19/4/2022

3C.2 Ex date

14/4/2022

3C.4 Record date

19/4/2022

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

21/4/2022

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3C.6 Offer closing date 3/5/2022 3C.7 Last day to extend the offer closing date 28/4/2022 3C.9 Trading in new +securities commences on a deferred settlement basis 4/5/2022 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 10/5/2022 3C.12 Date trading starts on a normal T+2 basis 11/5/2022 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 13/5/2022 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? No 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? Venturian Pty Ltd, an entity controlled by Andrew Barlow (Chairman of Adslot Ltd) 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? Fully underwritten 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? None 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated Commercially standard termination events to be described more fully in the offer booklet 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes 3E.2e (i) What is the name of that party? Venturian Pty Ltd (Andrew Barlow, Chairman) Yarra Ventures Pty Ltd (Adrian Giles, Director) Ashmog Investments Pty Ltd (Sarah Morgan, Director)

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Securities Markets Capital Pty Ltd (Andrew Dyer, Director) Ben Dixon (Director) Andama Holdings Pty Ltd (John Barlow)

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?

Underwriter: Venturian Pty Ltd (Andrew Barlow, Chairman) - 100% Sub-underwriters: Yarra Ventures Pty Ltd (Adrian Giles, Director) - $35,305 Ashmog Investments Pty Ltd (Sarah Morgan, Director) - $8,765 Securities Markets Capital Pty Ltd (Andrew Dyer, Director) - $144,889 Ben Dixon (Director) - $17,568 Andama Holdings Pty Ltd (John Barlow) - $600,000

3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

No sub-underwriting fees are payable to directors and related parties regarding their sub-underwriting. Non related parties are eligible for a 1% fee

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Legal, ASX and Registery fees

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Strengthen the balance sheet and provide additional working capital

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Countries outside of Australia & New Zealand

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://www.adslot.com/investor-relations/asx-announcements/

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3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description ADS : ORDINARY FULLY PAID Number of +securities proposed to be issued 105,882,353 Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.01700

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Part 7C - Timetable

7C.1 Proposed +issue date

20/4/2022

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 105,882,353

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Peloton Capital Pty Ltd

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

$45,000

7E.2 Is the proposed issue to be underwritten?

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No

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7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Legal, Registry & ASX fees

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To provide additional working capital in order to maintain current velocity in Adslot Media product development and sales resourcing

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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