NORWOOD SYSTEMS LIMITED — Capital/Financing Update 2021

May 16, 2021

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17 May 2021

$200,000 CONVERTIBLE NOTE RAISE

Norwood Systems Ltd (“Norwood” or “the Company”) (ASX: NOR) is pleased to announce that it has executed a binding terms sheet with and issued 8,333,333 convertible notes with a face value of $0.024 each to Paul Ostergaard, Managing Director of the Company, to raise $200,000 for the Company.

The principal terms of the Convertible Notes are:

• Shareholder approval: In accordance with ASX Listing Rule 7.2, exception 17, the right of conversion under the Convertible Notes into Shares is not exercisable until the Company has obtained all approvals required pursuant to the ASX Listing Rules (including ASX Listing Rule 7.1), the Corporations Act and any other applicable law for the issue of the underlying securities;

• Conversion: The convertible notes are automatically deemed to convert into Shares on receipt of the Shareholder Approval or they are otherwise redeemed within 12 months of issue;

• Maturity Date: 12 months from the issue date;

• Face Value: $0.024 per note;

• Interest: 8% per annum;

• Conversion price: each convertible note will be convertible into Shares at a conversion price of $0.024 (2.4 cents) per Share; and

• Security: The Convertible Notes are unsecured.

The Noteholder is significant shareholder and Managing Director of the Company, Paul Ostergaard.

The Company therefore intends to seek the relevant shareholder approval at a General Meeting to be convened pursuant to the above terms.

The proceeds of the subscription for the Convertible Notes are to be applied by the Company towards working capital requirements.

This announcement has been authorised for release by Paul Ostergaard, CEO and Managing Director of the Company.

	Company:Paul Ostergaard, CEO & FounderOffice:+61 8 9200 3500, 4 Leura Street, Nedlands WA 6009**Web:**www.norwoodsystems.comTwitter:@norwoodsystems, @paulostergaard	Media & Investor Relations:Shane Murphy, FTI ConsultingOffice:+61 8 9485 8888**email:**shane.murphy@fticonsulting.comMobile: +61 420 945 291Twitter: @ShaneWMurphy

About Norwood Systems

Norwood Systems Ltd (ASX: NOR) is revolutionizing mobile voice, messaging, data and cyber security services through its pioneering award-winning virtual mobile services platform, Corona® and associated Apps.

The Company’s breakthrough offerings deliver Over the Top (OTT) connectivity, knowledge and intelligence services. Norwood’s products and services are targeted at a broad spectrum of prospective customers from individuals through to large enterprises and government agencies.

Norwood has delivered services to more than 6 million customers since launching its platform in mid-2014, servicing people in 200+ countries & territories and 5000+ cities worldwide and has achieved a 4+ App Store rating on all published Apps.

Norwood Systems listed on the ASX in June 2015 and trades with the stock ticker NOR.