COSOL LIMITED — Capital/Financing Update 2020

Oct 5, 2020

Proposed issue of securities

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Announcement Summary

Entity name

COSOL LIMITED

Announcement Type

New announcement

Date of this announcement

Tuesday October 6, 2020

The Proposed issue is:

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A placement or other type of issue

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 COS ORDINARY FULLY PAID 9,271,695

Proposed +issue date

Monday October 12, 2020

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

COSOL 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

66635371363

1.3 ASX issuer code

COS

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Tuesday October 6, 2020

1.6 The Proposed issue is:

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A placement or other type of issue

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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 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

COS : ORDINARY FULLY PAID

Number of +securities proposed to be issued

4,271,695

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Issued as part of the upfront consideration for the acquisition of AddOns, Inc.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

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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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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
COS : ORDINARY FULLY PAID
Number of +securities proposed to be	issued
5,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
No
Please describe the consideration being provided for the +securities Maximum amount proposed to be issued as part of the earn-out consideration for the acquisition of AddOns, Inc.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
Part 7C - Timetable
7C.1 Proposed +issue date
Monday October 12, 2020

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Part 7D - Listing Rule requirements

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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?

9,271,695

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? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

4,271,695 COS fully paid ordinary shares are subject to voluntary escrow until 31 December 2021.

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

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

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue None.

Part 7F - Further Information

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

A maximum of 9,271,695 COS fully paid ordinary shares are being issued and are proposed to be issued as part of the upfront and earn-out consideration for the proposed acquisition of AddOns Inc by COS.

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

The 4,271,695 COS fully paid shares being issued as part of the upfront consideration are expected to be issued on or about 12 October 2020.

The maximum number of 5,000,000 fully paid ordinary shares proposed to be issued as part of the earn out consideration will be issued in January 2022 and January 2023 if the AddOns business achieves or exceeds audited EBITDA thresholds for the financial years ended 31 December 2021 and 31 December 2022 - see COS announcement released 6 October 2020 for more details (https://www.asx.com.au/asxpdf/20201006/pdf/44ncqlbgcly38w.pdf).

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