POINTERRA LIMITED — Capital/Financing Update 2023

Aug 16, 2023

ASX Announcement

17 August 2023

Placement and SPP to raise up to $3.5 million

Highlights:

• Placement to institutional, professional and sophisticated investors raises $2.0 million at an issue price of $0.12 per share

• Planned Share Purchase Plan (SPP) to eligible shareholders to raise up to an additional $1.5 million at the same price as the Placement

Pointerra Limited (ASX: 3DP, “Pointerra” or “the Company”) is pleased to announce that it has received firm commitments from existing and new institutional, professional and sophisticated investors to subscribe for approximately 16,666,667 new fully paid ordinary shares in the Company ( Shares ) at a price of $0.12 each, to raise $2 million before costs ( Placement ).

The Placement is being undertaken in conjunction with a Share Purchase Plan ( SPP ) which will give existing eligible shareholders with a registered address in Australia or New Zealand the opportunity to subscribe for new Shares to raise up to an additional $1.5 million (before costs).

The Placement ensures the Company is well funded to execute its strategic initiatives throughout FY 2024, and beyond. This support was underpinned by a number of high quality new and existing, domestic and international institutional investors.

Funds raised under the Placement and SPP will primarily be applied to:

• Accelerate the recruitment of senior business development resources in the Company’s key US market, targeting the recent surge in domestic investment in civil infrastructure assets across the power, water, road and rail sectors, which is driving the rapid adoption of digital twin solutions like Pointerrs3D; and

• For general working capital purposes.

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E info@pointerra.com | W pointerra.com

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Placement Details

Pointerra has undertaken a non-underwritten single tranche Placement of approximately 16,666,667 new Shares to raise $2 million (before costs). New Shares will be issued at an offer price of $0.12 per Share, which represents a:

• 11.1% discount to the last closing price of Pointerra Shares on ASX of $0.135 on 14 August 2023 (being the last day on which Pointerra Shares traded before this announcement); and

• 13.3% discount to the 5-day volume weighted average price ( VWAP ).

The issue of Shares under the Placement is not subject to Pointerra shareholder approval as the Shares will be issued within the Company’s existing 15% placement capacity under ASX Listing Rule 7.1.

Veritas Securities Limited (“Veritas”) has acted as Lead Manager to the Placement. Veritas will receive 6% of the total amount raised under the Placement in capital raising fees as remuneration for services as lead manager.

SPP Details

The non-underwritten SPP aims to raise up to an additional $1.5 million[1] (before costs) and will enable all Pointerra shareholders with a registered address in Australia or New Zealand as at 5.00pm (Perth time) on the Record Date of 16[th] August 2023 ( Eligible Shareholders ) the opportunity to apply for new Shares at the same offer price as the Placement.

Eligible Shareholders will be offered the opportunity under the SPP to apply for up to $30,000 worth of new Shares (subject to a scale back policy which will be set out in the SPP Offer Booklet), irrespective of the size of their shareholding, and without incurring brokerage or transaction costs.

New Shares issued under the SPP will rank equally with Pointerra’s existing Shares on issue. The terms and conditions of the SPP will be set out in a SPP Offer Booklet (and accompanying Application Form) that will be released on ASX and provided to Eligible Shareholders in accordance with the indicative timetable set out below.

Applications must be made and payment must be received by 5.00pm (Perth time) on Wednesday 13[th] September 2023. The Company reserves the right to change the SPP opening and closing dates in accordance with the indicative timetable included in this announcement. Payment instructions will be included in the SPP Offer Booklet and on the Application Form.

Veritas Securities Limited is acting as Lead Manager to the Placement and the SPP.

1 Pointerra may decide to accept applications (in whole or in part) that result in the SPP raising more than this target amount at its absolute discretion, subject to the limits prescribed in the ASX Listing Rules.

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Indicative Timetable

An indicative timetable of key dates in relation to the Placement and SPP is detailed below.

Event	Indicative Date (2023)
SPP Record Date	5.00pm on Wednesday, 16 August
Announcement of Placement and SPP	Thursday, 17 August
Dispatch SPP Offer Documents and SPP Opens	Wednesday 23 August
Settlement of Placement Shares	Wednesday, 23 August
Allotment of Placement Shares	Thursday, 24 August
SPP Closes	5.00pm on Wednesday, 13 September
Announcement of SPP Results	Tuesday, 19 September
Issue of SPP Shares	Wednesday, 20 September

Note: The timetable above is indicative only and may be subject to change. All times and dates refer to Perth time. Pointerra reserves the right to amend any or all of these dates and times without notice or cancel the SPP at any time before new Shares are issued, subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws. The Company encourages Eligible Shareholders who wish to participate in the SPP to act promptly in submitting their applications.

Full details of the SPP will be set out in the SPP offer booklet and personalised Application Form which will be sent to Eligible Shareholders on or about Wednesday, 23 August 2023.

This announcement has been authorised and approved for release to the ASX by the Board of Pointerra Limited.

ENDS

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