ARCHTIS LIMITED — Capital/Financing Update 2020

May 10, 2020

Proposed issue of securities

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Announcement Summary

Entity name

ARCHTIS LIMITED

Announcement Type

New announcement

Date of this announcement

Monday May 11, 2020

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

Maximum Number of ASX +Security Code +Security Description +securities to be issued AR9 ORDINARY FULLY PAID 46,086,368

+Record date

Friday May 8, 2020

Offer closing date

Tuesday June 9, 2020

+Issue date

Tuesday June 16, 2020

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
AR9	ORDINARY FULLY PAID	30,524,526

Proposed +issue date

Monday May 18, 2020

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

ARCHTIS 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

ABN

Registration Number

79123098671

1.3 ASX issuer code

AR9

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Monday May 11, 2020

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue 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 No

Part 4B - 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

AR9 : ORDINARY FULLY PAID 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 AR9 : ORDINARY FULLY PAID Maximum Number of +securities proposed to be issued 46,086,368

Minimum Number of +securities Maximum Number of proposed to be offered to each +securities proposed to be individual +security holder offered to each individual +security holder 36,364 545,455

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Minimum subscription $ Maximum subscription $ amount proposed to be offered amount proposed to be offered to each individual security to each individual security holder holder AUD 2,000 AUD 30,000

Purpose of the issue

The funds from the SPP will:

o Be used to execute the substantial Sale Pipeline developed over the last 12 months in both Government and Industry o Marketing and business development activities; and o Provide general working capital

Offer price details for retail security holders

Issue Currency Offer Price per +security Estimated or Actual? Actual AUD - Australian Dollar AUD 0.05500

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

Oversubscription & Scale back details

May a scale back be applied to this event? Yes

Provide the scale back details

In the event of an oversubscription by the Closing Date the Directors may, in their absolute discretion, scale-back all applications on an equitable basis. If the Company rejects or scales-back an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest.

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan

Monday May 11, 2020

4C.2 +Record date

Friday May 8, 2020

4C.3 Date on which offer documents will be made available to investors

Monday May 18, 2020

4C.4 Offer open date Monday May 18, 2020

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4C.5 Offer closing date

Tuesday June 9, 2020

4C.6 Announcement of results

Friday June 12, 2020

4C.7 +Issue date

Tuesday June 16, 2020

Part 4D - Listing Rule requirements

• 4D.1 Does the offer under the +securities purchase plan meet the requirements of listing rule 7.2 exception 5 that: the number of +securities to be issued is not greater than 30% of the number of fully paid +ordinary securities already on issue; and

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• the issue price of the +securities is at least 80% of the +volume weighted average market price for +securities in that +class, calculated over the last 5 days on which sales in the +securities were recorded, either before the day on which the issue was announced or before the day on which the issue was made?

• Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? Yes

4E.1a Who is the lead manager/broker?

MST Financial Services Pty Ltd and amicaa Advisors Pty Ltd

4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

A placement fee of 6% and 6 million options over ordinary shares in the Company. These options shall have a strike price of A$0.10 and an expiry date 3 years from the date of settlement. The issue of the options shall be subject to shareholder approval so as not to impact the Company's placement capacity under the ASX Listing Rules.

4E.2 Is the proposed offer to be underwritten?

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No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? Yes

4E.3a Will the handling fee or commission be Dollar based or Percentage based? Percentage based (%)

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4E.3b Amount of any handling fee or commission payable to brokers who lodge acceptances on behalf of investors 3.000000 % 4E.3c Please provide any other relevant information about the handling fee or commission method N/A 4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer N/A Part 4F - Further Information

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No 4F.2 Countries in which the entity has security holders who will not be eligible to accept the proposed offer All countries except Australia and New Zealand.

4F.3 URL on the entity's website where investors can download information about the proposed offer N/A

4F.4 Any other information the entity wishes to provide about the proposed offer N/A

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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 Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Monday November 30, 2020 Estimated

Comments

Included in the placement fee are 6 million options over ordinary shares in the Company. These options shall have a strike price of 10 cents and an expiry date 3 years from the date of settlement. The issue of the options shall be subject to shareholder approval so as not to impact the Company's placement capacity under the ASX listing rules.

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

AR9 : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued

30,524,526

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Purpose of the issue

The funds from the Placement will:

o Be used to execute the substantial Sale Pipeline developed over the last 12 months in both Government and Industry

o Marketing and business development activities; and o Provide general working capital

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.05500

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

Oversubscription & Scale back details

May a scale back be applied to this event? No

Part 7C - Timetable

7C.1 Proposed +issue date

Monday May 18, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Wednesday October 30, 2019

7D.2 Is a party referred to in listing rule 10.11.1 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

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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?

MST Financial Services Pty Ltd and amicaa Advisors Pty Ltd

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

A placement fee of 6% and 6 million options over ordinary shares in the Company. These options shall have a strike price of A$0.10 and an expiry date 3 years from the date of settlement. The issue of the options shall be subject to shareholder approval so as not to impact the Company¿s placement capacity under the ASX Listing Rules.

7E.2 Is the proposed issue to be underwritten? No

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

Part 7F - Further Information

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

N/A

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