ARCHTIS LIMITED — Capital/Financing Update 2021

Nov 11, 2021

Proposed issue of securities

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Announcement Summary

Entity name

ARCHTIS LIMITED

Announcement Type

New announcement

Date of this announcement

12/11/2021

The Proposed issue is:

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An offer of securities under a securities purchase plan

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
New class-code to be	Exercisable at $0.35, expires 2 years from the date of issue	2,173,913
confirmed
AR9	ORDINARY FULLY PAID	6,521,739

+Record date

11/11/2021

Offer closing date

16/12/2021

+Issue date

23/12/2021

Refer to next page for full details of the announcement

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Proposed issue of securities

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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.

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 79123098671

1.3 ASX issuer code

AR9

1.4 The announcement is

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New announcement

1.5 Date of this announcement

12/11/2021

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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Proposed issue of securities

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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? Yes

Details of +securities proposed to be issued

ASX +security code and description

AR9 : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 6,521,739

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 1,000

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes

Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

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Proposed issue of securities

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Describe all the applicable parcels available for this offer in number of securities or dollar value
Eligible Shareholders may apply for SPP Shares in parcels of Shares with a dollar value of between
$1,000 and $30,000 that is a multiple of $1,000
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer What is the offer price per
be made? +security?
AUD - Australian Dollar AUD 0.23000
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements
The Company may (in its absolute discretion) scale-back applications to the extent and in the manner it
sees fit if total demand exceeds $1.5 million.
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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Attaching +Security The proposed attaching security can only be of an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX) New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)	Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)
Details of attaching +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from ASX that the terms	Will the entity be seeking quotation of the 'new' class of
of the proposed +securities are appropriate and	+securities on ASX?
equitable under listing rule 6.1?	No
No
ASX +security code New class-code to be confirmed	+Security description Exercisable at $0.35, expires 2 years from the date of issue
+Security type
Options

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Proposed issue of securities	Proposed issue of securities
Offer ratio (ratio of attaching securities at which the new +securities will be issued)
The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	3
What will be done with fractional entitlements?	Maximum total number of those +securities that could be
Fractions rounded down to the nearest whole number or fractions disregarded	issued if all offers under the +securities purchase plan are accepted 2,173,913
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer be made?	What is the offer price per +security?
AUD - Australian Dollar	AUD 0.00000
Please confirm whether the offer of the attaching +securities is a separate offer to the offer pursuant to the
+security purchase plan
Yes
Please confirm whether the attaching +securities are being offered under a +disclosure document or +PDS
Yes
Oversubscription & Scale back details
Will a scale back be applied if the offer is
over-subscribed?
Yes
Describe the scale back arrangements

The Company may (in its absolute discretion) scale-back applications to the extent and in the manner it sees fit if total demand exceeds $1.5 million. Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.3500 23/12/2023 Details of the type of +security that will be issued if the option is exercised AR9 : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

2,173,913

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Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Material terms to be set out in the Prospectus which will be lodged with the ASX in due course

Part 4C - Timetable

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

12/11/2021

4C.2 +Record date

11/11/2021

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

18/11/2021

4C.4 Offer open date

18/11/2021

4C.5 Offer closing date

16/12/2021

4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer

23/12/2021

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

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4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Part 4F - Further Information 4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Leverage prior success with Australian Department of Defence, continue to execute M&A strategy and build pipeline and close opportunities in conjunction with Microsoft field 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 Shareholders resident in countries other than Australia and New Zealand. These are France, Hong Kong, USA, Singapore, Ireland, Malaysia and United Kingdom. 4F.3 URL on the entity's website where investors can download information about the proposed offer Refer to ASX announcement dated 12 November 2021, and the prospectus to be issued on or around 18 November 2021.

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

Timetables are indicative only. Final timetable will be confirmed in the prospectus to be issued on or around 18 November 2021.

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