I SYNERGY GROUP LIMITED — Proxy Solicitation & Information Statement 2022

Feb 28, 2022

01 March 2022

ASX RELEASE | I Synergy Group Limited (ASX:IS3)

Addendum to Notice of Meeting

Addendum to Notice of Meeting

I Synergy Group Limited ( I Synergy or the Company ) (ASX: IS3) refers to the Company's Notice of General Meeting dated 3 February 2022 ( Notice of Meeting ), related to the Company’s proposed General Meeting to be held at 10am (AWST) on 4 March 2022.

The Directors of the Company have determined to issue this addendum to the Notice of Meeting ( Addendum ). This Addendum forms part of the Notice of Meeting. Defined terms in this Addendum have the same meaning as given to those terms in the Notice of Meeting.

The Company confirms that in issuing this Addendum there is no change to the time and date of the Meeting, being Friday, 10am (AWST) on 4 March 2022.

This Addendum is issued to provide additional disclosure, being the insertion of a new section 1.3A (Financial information relating to the Acquisition), as set out in annexure A to this announcement.

This announcement is approved for release by the I Synergy Board.

Annexure A – 1.3A Financial information relating to the Acquisition

Financial performance of Postech

In its last unaudited financial report dated 30 June 2021, Postech showed the following financial performance:

Unaudited 30 June 2021 ($)

Current assets Revenue Cost of sales Gross profit Expenditure Operating loss before tax	43,131 (29,248)
	13,883
	(379,410)
	(367,459)

Pro forma balance sheet

Set out below is the unaudited pro forma statement of financial position of the Company prepared using the statement of financial position as per the Company’s Appendix 4E – Preliminary Financial Statements as at 31 December 2021 and on the basis of the accounting policies normally adopted by the Company and reflect the changes to the financial position of the Company as a result of the Acquisition.

The statements of financial position have been prepared to provide information on the assets and liabilities of the Company and pro forma assets and liabilities of the Company. The historical and pro forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by the Australian Accounting Standards applicable to annual financial statements.

Unaudited Proforma Balance Sheet as at 31 Dec 2021

Current assets Cash at bank Trade receivables Other assets Total current assets Non-current assets Equipment Intangible asset Right of use assets Development costs Total non-current assets TOTAL ASSETS Current liabilities Trade payables Other payables and Deferred revenue Lease liabilities Total current liabilities Non-current liabilities Deferred revenue Lease liabilities Total non-current TOTAL LIABILITIES NET ASSETS Equity Issued capital Merger deficit Reserves Retained earnings NCI Total Equity	IS3 31 Dec 21 ($) As per App 4E POSTech 30 Jun 21 ($) (Unaudited) Adj 1 ($) Adj 2 ($) Adj 3 ($) Adj 4 ($) Adj 5 ($) 907,000 52,000 992,010 (59,521) - - - 74,000 13,000 - - - - - 459,000 47,000 - - - - -	Proforma Bal Sheet 31 Dec 21 ($) 1,891,489 87,000 506,000
	1,440,000 112,000 992,010 (59,521) - - -	2,484,489
	- - - - - - - - - - 587,000 25,000 - - - - - - 510,000 - - - - - 221,000 - - - - - - 267,000 - - - - - -	612,000 510,000 221,000 267,000
	1,075,000 535,000 - - - - -	1,610,000
	- - - - -
	2,515,000 647,000 - - - - -	4,094,489
	- - - - - - - - - - 24,000 94,000 - - - - - 675,000 29,000 - - - - - 1,117,000 - - - - - - 82,000 - - - - - -	118,000 704,000 1,117,000 82,000
	1,898,000 123,000 - - - - -	2,021,000
	- - - - - - - - - - 3,035,000 - - - - - - 121,000 - - - - - -	3,035,000 121,000
	3,156,000 - - - - - -	3,156,000
	- - - - -
	5,054,000 123,000 - - - - -	5,177,000
	- - - - -
	(2,539,000) 524,000 - - - - -	(1,082,511)
	2,442,000 891,000 992,010 (59,521) 1,980,000 79,200 - (1,042,000) - - - - - - 307,000 - - - - - 28,608 (4,284,000) (367,000) - - (1,980,000) (79,200) (28,608) 38,000 - - - - - -	6,324,689 (1,042,000) 335,608 (6,738,808) 38,000
	(2,539,000) 524,000 992,010 (59,521) - - -	(1,082,511)

Unaudited Proforma Balance Sheet as at 31 Dec 2021

Detail on Adjustments contained in the Proforma Balance Sheet

Adj 1 :

The proposed issue of 27,555,838 Shares in the Company (Placement Shares) at $0.036 per Placement Share to raise $992,010. Subject to Shareholder approval.

Adj 2:

Costs associated with the offer of Placement Shares, payable to the Broker, being Alto Capital.

Adj 3 :

The proposed issue of 55,000,000 Consideration Shares in the Company to Shareholders of POSTech at a deemed issue price of $0.036 per Share. Subject to Shareholder approval.

Adj 4:

The proposed issue of 2,200,000 Advisor Shares to the Company’s corporate advisor, Ventnor Capital (or its nominees) at an issue price of $0.001 per Share.

Adj 5:

The proposed issue of 55,000,000 unlisted Consideration Options to the shareholders of POSTech. The exercise price of the Options is $0.05 with expiry date two years from the date of issue. The value of the Options was calculated using the Black & Scholes method of valuation. Subject to Shareholder approval.