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IDENTITII LIMITED — Capital/Financing Update 2025
Dec 3, 2025
65097_rns_2025-12-03_47c54c24-3ba7-4dfe-a4a7-22087d61fa78.pdf
Capital/Financing Update
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ASX:ID8
Cleansing Notice
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Under Section 708aa(2)(F) of the Corporations Act 2001
4 December 2025 - This notice is given by Identitii Limited (ACN 603 107 044) ( Company ) under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ) as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ( CI 2016/84 ).
References in this notice of the Corporations Act are references to the Corporations Act as modified or amended by CI 2016/84.
The Company has announced its intention to undertake an equity raising of up to approximately $2,880,547 (before costs) via a non-renounceable entitlement offer. The raising comprises a non-renounceable pro-rata entitlement offer of fully paid ordinary shares ( Shares ), on the basis of one (1) new Share for every two (2) Shares held as at 5:00PM (AEDT) on Wednesday, 10 December 2025 ( Record Date ) to eligible shareholders, at an issue price of $0.007 per Share ( Entitlement Offer ).
Based on the current capital structure (and assuming no convertible securities are exercised or converted prior to the Record Date) a total of an additional 411,506,773 Shares will be issued if the Entitlement Offer is fully subscribed and the amount raised will be approximately $2,880,547 (before costs).
As at the date of this announcement the Company currently has 77,336,854 Options on issue. In order to participate in the Entitlement Offer, these Options must be exercised prior to the Record Date.
Any Shares not subscribed for under the Entitlement Offer will form the Shortfall and will be dealt with by the Company at its discretion, in accordance with the allocation policy to be set out in the offer document, which is expected to be lodged with the ASX, and dispatched on Monday, 15 December 2025 ( Offer Document ).
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Identitii Limited ACN 603 107 044 C-/ Boardroom Pty Ltd, Level 8, 210 George Street, Sydney NSW 2000 identitii.com
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Beauvais Capital Pty Ltd (ACN 130 200 163) as trustee for The Reginald Hector trust (the Underwriter ) has confirmed its irrevocable commitment to partially underwrite up to $1,438,246 of the Shortfall, which represents a total of up to 205,463,714 Shares ( Underwritten Shares ) ( Underwriting ). In consideration for providing the Underwriting, the Company has agreed to issue the Underwriter one (1) Option for every two (2) Underwritten Shares subscribed for under the Underwriting, exercisable at $0.014 each on or before the date that is five (5) years from the date of issue.
The Company gives notice pursuant to section 708AA(2)(f) of the Corporations Act that:
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(a) the Company will offer the Shares under the Entitlement Offer for issue without disclosure to investors under Part 6D.2 of the Corporations Act;
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(b) the Company is providing this notice under paragraph 2(f) of section 708AA of the Corporations Act;
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(c) as at the date of this notice the Company has complied with:
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(i) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
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(ii) sections 674 and 674A of the Corporations Act;
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(d) as at the date of this notice, there is no “excluded information” of the type referred to in sections 708AA(8) and 708AA(9) of the Corporations Act; and
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(e) the potential effect that the issue of the new Shares pursuant to the Entitlement Offer will have on the control of the Company, and the consequences of that effect, will depend on several factors, including investor demand. If all eligible shareholders subscribe for their entitlements, then all eligible shareholders will retain their percentage ownership in the Company, and the issue of Shares under the Entitlement Offer is not expected to have any material effect on the control of the Company.
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(f) On 1 December 2025, the Company entered into an underwriting agreement with the Underwriter, pursuant to which the Underwriter has agreed to partially underwrite the Shortfall. The Company has authorised the Underwriter to engage sub-underwriters to offset some of its commitment to underwrite the Offer. As at the date of this notice, the Underwriter has confirmed that it will subscribe for the Shortfall in the Entitlement Offer, up to a maximum underwritten amount of 205,436,714 Shortfall Shares. Assuming that there is no participation by existing eligible shareholders in the Entitlement Offer, the maximum aggregate
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potential increase in the relevant interest in the Company resulting from the underwriting would be an increase of up to approximately 19.99%, being a total relevant interest of up to 49.91%.
- (g) To the extent that eligible shareholders participate in the Entitlement Offer, either by subscribing for their entitlement or under the Shortfall offer, the potential increases in relevant interests noted in paragraph (f) above, and therefore the impact on the control of the Company, will be less than indicated.
Ends
This announcement has been approved and authorised to be given to ASX by the Board of Identitii Limited.
About Identitii
Identitii exists to fight financial crime, by enabling the better use of financial data to help organisations build trust, protect their businesses and their customers. In a world where financial ecosystems are increasingly complex and interconnected, Identitii invests in technologies that make financial data more secure, more intelligent and easier to utilise. We build solutions that deliver real-world impact for businesses and their communities.
For more information visit: www.identitii.com
Visit the Identitii Investor Hub: If you have questions about this, or any previous Identitii announcements, or would like to see video summaries on key announcements, please visit our investor hub at: https://investorhub.identitii.com/
For more information, please contact:
Identitii Michael Kotowicz E: [email protected]
P: +61 416 233 145
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