DTI GROUP LTD — Capital/Financing Update 2021

Sep 2, 2021

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ASX announcement

3 September 2021

$2 Million Fully Underwritten

Entitlement Offer

DTI Group Ltd (ASX: DTI) ( DTI ) is pleased to announce a capital raising by way of a 1 for 3 non- renounceable entitlement offer to raise approximately $2 million via the issue of approximately 111.7 million new shares at 1.8 cents per share ( Entitlement Offer ).

The Entitlement Offer is fully underwritten by Finico Pty Ltd who is a major shareholder of the Company. The Offer Price represents a discount of 12% per cent to the 30-day volumeweighted average price of DTI shares for the period up to 2 September 2021 (being the last trading date before the announcement of the capital raising).

The proceeds of the capital raising will provide necessary working capital and to strengthen the Company’s balance sheet for future growth.

Entitlement Offer Details

Under the Entitlement Offer, eligible DTI shareholders are invited to subscribe for one new share for every three existing shares held as at 5.00pm (AEST) on 9 September 2021 ( Record Date ).

The Entitlement Offer is non-renounceable which means that shareholders who do not take up their entitlements will not receive any proceeds from the sale of entitlements not taken up. Any fractional entitlements under the Entitlement Offer will be rounded up to the nearest whole number.

Eligible shareholders with a registered address in Australia and New Zealand on the Record Date ( Eligible Shareholders ) will be invited to participate in the Entitlement Offer. The Entitlement Offer will be open from 13 September 2021 to 30 September 2021. Eligible Shareholders will be sent details about the Entitlement Offer via an Offer Booklet expected to be dispatched on or about 13 September 2021.

Those shareholders which the Company determines to be ineligible shareholders will be notified accordingly by the Company.

The timetable for the Entitlement Offer is as follows:

Announcement of Offer	3 September 2021
Lodgement of Offer Booklet & Appendix 3B with ASX	3 September 2021
Ex date	8 September 2021

DTI Group Ltd | ABN 15 069 791 091 31 Affleck Rd | Perth Airport WA 6105 T +61 8 9479 1195 | F +61 8 9479 1190 www.dti.com.au

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ASX announcement

Record Date for determining Entitlements	9 September 2021
Offer Booklet despatched to Shareholders with personalised offer and	13 September 2021
acceptance forms & Company announces despatch has been completed
Notice sent to Ineligible Shareholders	13 September 2021
Last day to extend Closing Date	27 September 2021
Closing Date	30 September 2021
Securities quoted on a deferred settlement basis	1 October 2021
ASX notified of under subscriptions	5 October 2021
Issue date and deferred settlement trading ends	6 October 2021
Despatch of holding statements	7 October 2021

This timetable is indicative only and may be subject to change. Subject to the requirements of the Corporations Act and ASX Listing Rules, DTI reserves the right to vary the dates and times in connection with the Entitlement Offer, including the closing date, without prior notice.

Underwriting

DTI has entered into an Underwriting Deed with Finico Pty Ltd (Finico or the Underwriter ), pursuant to which Finico has agreed to underwrite 100% of the Shortfall, being $1,260,868 or 70,048,232 New Shares, (Underwritten Shares). Pursuant to the Underwriting Deed, the Underwriter also agreed to advance the Underwriter Loans ($1,000,000) to the Company on or about 6 September 2021, the repayment of which will be satisfied and offset by the Company via the issue of 41,610,621 New Shares to Finico under the Entitlement Offer and a cash payment of $251,009.

The Company agrees to pay the Underwriter an underwriting fee of 1% of the above underwriting commitment.

Offer Booklet

Eligible Shareholders are encouraged to carefully read the Offer Booklet for further details relating to the Entitlement Offer. DTI has lodged the Offer Booklet with ASX on Friday 3 September 2021 and expects to dispatch the Offer Booklet and personalised entitlement and acceptance form to Eligible Shareholders no later than 13 September 2021. Offer Booklets and personalised entitlement and acceptance forms will be sent electronically to the Eligible Shareholders who have elected to receive communications from DTI electronically. Notwithstanding any such election, Eligible Shareholders can also request a physical copy by calling the telephone number below.

DTI Group Ltd | ABN 15 069 791 091 31 Affleck Rd | Perth Airport WA 6105 T +61 8 9479 1195 | F +61 8 9479 1190 www.dti.com.au

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ASX announcement

Shareholder Enquiries

Shareholders who have questions relating to the Entitlement Offer should call the Company Secretary Ian Hobson, on +61 8 9479 1195 or email ianhobson@bigpond.com or consult their stockbroker, accountant or other professional advisor.

About DTI Group

DTI provides sophisticated surveillance systems, solutions and services to the mobile security industry worldwide. DTI’s clients are transit agencies, transit operators, freight operators, law enforcement authorities and taxi organisations which utilise a range of professional products and services that encompass on-board recording equipment, fleet management systems, back-end mass storage and retrieval facilities and end-to-end managed services. DTI is a recognised supplier to the mass transit surveillance market. Core technology development and system design activities are undertaken from the Company’s headquarters in Perth Australia.

This ASX announcement has been approved for release by the Board.

DTI Group Ltd | ABN 15 069 791 091 31 Affleck Rd | Perth Airport WA 6105 T +61 8 9479 1195 | F +61 8 9479 1190 www.dti.com.au