AI-MEDIA TECHNOLOGIES LIMITED — Capital/Financing Update 2021

Apr 27, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

ACCESS INNOVATION HOLDINGS LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday April 28, 2021

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

An accelerated offer A placement or other type of issue

Total number of +securities proposed to be issued for an accelerated offer

Maximum Number of ASX +security code +Security description +securities to be issued AIM ORDINARY FULLY PAID 25,008,592

Trading resumes on an ex-entitlement basis (ex date)

Friday April 30, 2021

+Record date

Friday April 30, 2021

Offer closing date for retail +security holders

Friday May 14, 2021

Issue date for retail +security holders

Wednesday May 26, 2021

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 AIM ORDINARY FULLY PAID 25,000,000 Proposed +issue date Monday May 10, 2021

Proposed issue of securities

1 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Refer to next page for full details of the announcement

Proposed issue of securities

2 / 11

Proposed issue of securities

Part 1 - Entity and announcement details

==> picture [21 x 22] intentionally omitted <==

1.1 Name of +Entity

ACCESS INNOVATION HOLDINGS LIMITED

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.

1.2 Registered Number Type

Registration Number

ABN 12122058708

1.3 ASX issuer code

AIM

1.4 The announcement is

==> picture [8 x 9] intentionally omitted <==

New announcement

1.5 Date of this announcement

Wednesday April 28, 2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

An accelerated offer A placement or other type of issue

1.6b The proposed accelerated offer is

Accelerated renounceable entitlement offer with dual book-build structure (commonly known as a RAPIDS)

Proposed issue of securities

3 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

==> picture [8 x 8] intentionally omitted <==

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

AIM : 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

AIM : 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 the offer (if Issuer is foreign company and +securities are non CDIs)

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

Has the offer ratio been determined? Yes

Proposed issue of securities

4 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

The quantity of additional +securities For a given quantity of +securities to be issued held 5 29 What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 25,008,592 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.80000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 0.80000 AUD - Australian Dollar

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 3D - Timetable

Proposed issue of securities

5 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

3D.1a First day of trading halt

Wednesday April 28, 2021

3D.1b Announcement date of accelerated offer

Wednesday April 28, 2021

3D.2 Trading resumes on an ex-entitlement basis (ex date)

Friday April 30, 2021

3D.5 Date offer will be made to eligible institutional +security holders

Wednesday April 28, 2021

3D.6 Application closing date for institutional +security holders

Wednesday April 28, 2021

3D.7 Institutional offer shortfall book build date

Thursday April 29, 2021

3D.8 Announcement of results of institutional offer (The announcement should be made before the resumption of trading following the trading halt)

Friday April 30, 2021

3D.9 +Record date

Friday April 30, 2021

3D.10a Settlement date of new +securities issued under institutional entitlement offer

Friday May 7, 2021

3D.10b +Issue date for institutional +security holders

Monday May 10, 2021

3D.10c Normal trading of new +securities issued under institutional entitlement offer

Monday May 10, 2021

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

Wednesday May 5, 2021

3D.12 Offer closing date for retail +security holders

Friday May 14, 2021

3D.13 Last day to extend retail offer close date

Tuesday May 11, 2021

3D.16 Entity announces results of retail offer, including the number and percentage of +securities taken up by existing retail +security holders.

Wednesday May 19, 2021

Proposed issue of securities

6 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

3D.17 Bookbuild for any shortfall (if applicable)

Friday May 21, 2021

3D.18 Entity announces results of bookbuild (including any information about the bookbuild expected to be disclosed under section 4.12 of Guidance Note 30) Monday May 24, 2021

3D.19 +Issue date for retail +security holders

Wednesday May 26, 2021

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Bell Potter Securities Limited and Morgans Corporate Limited (Joint Lead Managers)

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? The Joint Lead Managers will in aggregate receive fees of 4.25% of the gross Entitlement Offer proceeds for lead managing and underwriting the Entitlement Offer 3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Bell Potter Securities Limited and Morgans Corporate Limited

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)?
The Joint Lead Managers will in aggregate receive fees of 4.25% of the gross Entitlement Offer proceeds for lead
managing and underwriting the Entitlement Offer
3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated
Refer to the Investor Presentation lodged with ASX on 28 April 2021 (available at ) www.asx.com.au
3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer?
No
3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a
handling fee or commission?
No

Proposed issue of securities

7 / 11

Proposed issue of securities

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

==> picture [21 x 22] intentionally omitted <==

Part 3F - Further Information

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

To fund the acquisition of EEG Enterprises as described in the Investor Presentation lodged with ASX on 28 April 2021 (available at www.asx.com.au) 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

Hong Kong, Singapore, United States, United Kingdom and Canada

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

The Entitlement Offer is being made to each Eligible Shareholder.

Nominees and custodians with registered addresses in the eligible jurisdictions may participate in the Entitlement Offer in respect of some or all of the bene¿ciaries on whose behalf they hold existing shares in the Company, provided that the applicable bene¿ciary would satisfy the criteria for an Eligible Shareholder.

Nominees and custodians who hold shares in the Company as nominees or custodians have received, or will shortly receive, a letter from the Company regarding participation on behalf of underlying beneficiaries.

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

The investor centre page of the Company's website is: www.investorrelations.ai-media.tv/Investor-Centre/

Information is also available at www.asx.com.au

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

Proposed issue of securities

8 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

==> picture [8 x 8] intentionally omitted <==

No

Part 7B - Issue details

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 +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

AIM : ORDINARY FULLY PAID

Number of +securities proposed to be issued

25,000,000

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 0.80000

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

Proposed issue of securities

9 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7C - Timetable

7C.1 Proposed +issue date

Monday May 10, 2021

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?

21,234,792

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)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

3,765,208

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?

Bell Potter Securities Limited and Morgans Corporate Limited (Joint Lead Managers)

Proposed issue of securities

10 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

The Joint Lead Managers will in aggregate receive fees of 4.25% of the gross Placement proceeds for lead managing and underwriting the Placement

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

7E.2a Who are the underwriter(s)?

The Joint Lead Managers

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

Fully underwritten

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

The Joint Lead Managers will in aggregate receive fees of 4.25% of the gross Placement proceeds for lead managing and underwriting the Placement

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Refer to the Investor Presentation lodged with ASX on 28 April 2021 (available at www.asx.com.au)

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

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

Part 7F - Further Information

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

To fund the acquisition of EEG Enterprises

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

Proposed issue of securities

11 / 11