ATOMOS LIMITED — Capital/Financing Update 2024

May 19, 2024

ASX Announcement 20 May 2024

COMPLETION OF CAPITAL RAISING AND UPDATE IN RELATION TO REINSTATEMENT TO OFFICIAL QUOTATION

Melbourne, Australia – Atomos Limited ( ‘ASX:AMS’ , ‘Atomos’ or the ‘Company’ ) refers to its previous announcements in relation to its recent institutional placement and underwritten nonrenounceable pro-rata entitlement offer ( Equity Raising ).

Atomos is pleased to provide the below disclosures and confirmations in relation to the Equity Raising and to satisfy the conditions for the reinstatement of the Company’s securities to official quotation on ASX as advised to the Company by ASX.

The Company expects that its securities will be reinstated to quotation on Tuesday, 21 May 2024.

Unless otherwise defined, capitalised terms in this announcement have the same meaning given to those terms in the Company’s prospectus dated 12 April 2024 and released to ASX on that date ( Prospectus ).

COMPLETION OF EQUITY RAISING

Following close of the Entitlement Offer, Placement Offer and Executive Director Offer on Monday 13 May 2024, and receipt of the requisite Shareholder approvals given at the Company’s extraordinary general meeting (EGM) on 16 May 2024, the Company has today issued:

• 802,230,851 fully paid ordinary shares in the Company ( Shares ) under the Entitlement Offer and Placement, at an offer price of A$0.02 per Share; and

• 501,115,526 options over ordinary shares in the Company ( Options ) under the Entitlement Offer, Placement, and Executive Director Offer.

It is expected that a further 50,000,000 Options will be issued under the Broker Offer tomorrow, Tuesday, 21 May 2024.

As previously announced, the Company raised a total of $16m (before costs) under the Equity Raising. The Company also received additional demand under the Placement of $0.17m and has decided to accept those applications ( Additional Placement ).[1] . As the Company only received approval at the EGM on 16 May 2024 to issue 400,000,000 shares to participants in the Placement, the additional 8,521,360 shares relating to the further demand of $0.17m have been issued using the Company’s available Listing Rule 7.1 capacity. No Options will be issued in relation to the Additional Placement shares and the shares will be issued at the same price as those issued under the Equity Raising ($0.02 per share).

The Company has today lodged Appendix 2As with ASX seeking quotation of all Shares and Options issued under the Entitlement Offer, Placement, Executive Director Offer and Additional Placement. The Company expects that all such Shares and Options will commence trading on Tuesday, 21 May 2024.

1 The Additional Placement shares were offered without disclosure to sophisticated and professional investors. Any on‐sale restrictions attaching to the shares issued under the Additional Placement will be removed pursuant to s708A(11)(b)(ii) of the Corporations Act 2001 (Cth) given the shares were issued at the time that offers under the Prospectus remained open.

A further Appendix 2A will be lodged with ASX tomorrow, Tuesday, 21 May 2024, in relation to seeking quotation of the Options to be issued under the Broker Offer.

The Company confirms that it has received cleared funds in respect of all amounts payable under each of the Entitlement Offer, the Placement and the Additional Placement.

DISTRIBUTION SCHEDULE & ATOMOS CAPITAL STRUCTURE

A distribution schedule of the numbers of holders in each class of security to be quoted, following the issue of all Shares and Options under the Offer and Additional Placement (other than the Broker Options, which will be issued on Tuesday, 21 May 2024), is set out in Schedule 1.

The Company’s capital structure following completion of the Offer and Additional Placement (including the issue of Broker Options) is as follows:

Capital Structure	Number
Quoted Securities
AMS: Ordinary fully paid shares	1,212,983,062
AMSO: Options (Expiring 30-NOV-2025; Ex price $0.03)	551,115,526
Unquoted Securities
AMSAE: Performance Rights	679,246
AMSAF: Share Rights	170,378
AMSAF: Option expiring various dates ex various prices	1,637,312

FINANCIAL DISCLOSURES

As required by ASX, the Company advises that following completion of the Offer and Additional Placement, the Company’s estimated quarters of funding available are approximately 2.3 (based on the net cash used in operating activities for the quarter ended 31 March 2024). This is calculated as follows:

	Estimated cash available for future operating activities	A$’000
	Net cash from (used in) operating activities for quarter ended 31 March 2024	(3,722)
	Cash and cash equivalents following completion of the Offer (before costs of the offer) Note: Existing cash balance as of 30 April 2024	16,960
	(Less) Repayment of Doma debt and interest	(8,412)
	Unused finance facilities following completion of the Offer	Nil (Doma debt repaid and cancelled as part of Offer proceeds). All assets unencumbered
	Total available funding (following completion and repayment of Doma debt)	8,548

Estimated cash available for future operating activities	A$’000
Estimated quarters of funding available	2.3 - based on quarter ended 31 March 2024 5.9 - based on average of 30 September 2023 & 31 December 2023 quarters

As also required by ASX, the Company provides the following disclosures in relation to the questions set out in question 8.6 of the Appendix 4C template:

Question	Company response
Does the entity expect that it will continue to have the current level of net operating cash flows for the time being and, if not, why not?	No – as part of the restructure process Atomos has been and is now nearing completion of a cost base reduction program. This, coupled with the launch of new products (being the Ninja Phone and Sun Dragon), both of which are expected to launch in June 2024, will see a significant improvement in operating cashflows from June 2024 onwards.
Has the entity taken any steps, or does it propose to take any steps, to raise further cash to fund its operations and, if so, what are those steps and how likely does it believe they will be successful?	The Company recently completed a $16.2m capital raise (before costs), with new shares being issued on Monday 20 May 2024. Based on current forecast growth plans, the Company does not currently expect that it will require any further capital to fund operations.
Does the entity expect to be able to continue its operations and to meet its business objectives and, if so, on what basis?	Yes – refer above.

CONFIRMATION OF COMPLIANCE

Atomos also confirms that it is in compliance with the ASX Listing Rules and is not aware of any reason the securities of the Company should not be reinstated to quotation.

This announcement has been authorised for lodgement with ASX by the Board of Directors.

--ENDS--

For further information, please contact:

Jeromy Young CEO jeromy@atomos.com

Atomos’ Interactive Investor Hub

Our investor hub is an interactive location to engage with the Atomos team on our announcements and updates.

Please go to the Atomos Investor Hub for all market announcements & other news https://announcements.atomos.com.

About Atomos:

ATOMOS designs pioneering products that transform the way film and video content is made around the world. From our range of hardware devices for monitoring and recording, easy-to-use software tools, and intelligent cloud services, we engineer best-in-class technologies and create products for the next generation of filmmakers.

Through relentless innovation, we simplify your workflow. Whether you record cinema-quality footage, monitor a scene with crystal clear colour accuracy, switch between multiple cameras, or stream a live event with a portable studio, ATOMOS empowers anyone to realize the best possible version of their creative potential.

ATOMOS is based in Melbourne, Australia, with a distributed worldwide team and offices in the USA, Japan, China, UK, and Germany and has a worldwide distribution partner network.

For more information, please visit www.atomos.com

Important Information

This announcement has been released for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

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SCHEDULE 1 – Distribu�on Schedule for each class of quoted securi�es

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Analysis of Holdings Atomos Limited

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20-05-2024

Security Classes

Fully Paid Ordinary Shares Short Term Incentive Plan - Unrestricted Employee Share Options Plan - Restricted Share Matching Plan Share Matching Plan - Unrestricted

Holdings Ranges		Holders	Total Units	%
1 - 1,000		775	487,519	0.04
1,001 - 5,000		1,549	4,191,563	0.35
5,001 - 10,000		789	6,066,782	0.50
10,001 - 100,000		1,687	59,425,107	4.90
100,001 - 999,999,999		673	1,142,812,091	94.22
	TOTAL	5,473	1,212,983,062	100.00

Boardroom Pty Limited ABN 14 003 209 836 | boardroomlimited.com.au | enquiries@boardroomlimited.com.au

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20-05-2024

Analysis of Holdings Atomos Limited

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Security Classes

Listed Options $0.03 Expiring 30 November 2025

Holdings Ranges		Holders	Total Units	%
1 - 1,000		62	37,709	0.01
1,001 - 5,000		174	504,136	0.10
5,001 - 10,000		104	784,496	0.16
10,001 - 100,000		354	12,630,691	2.52
100,001 - 999,999,999		189	487,158,494	97.21
	TOTAL	883	501,115,526	100.00

Boardroom Pty Limited ABN 14 003 209 836 | boardroomlimited.com.au | enquiries@boardroomlimited.com.au

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