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USCOM LIMITED Capital/Financing Update 2024

Feb 4, 2024

65979_rns_2024-02-04_1a86f2e9-0449-4cae-90d6-49efc615a30d.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT

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5 February 2024

NOTICE GIVEN UNDER SECTION 708AA(2)(f) OF THE CORPORATIONS ACT

This notice is given by Uscom Limited ACN 091 028 090 ( Company ) under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ) in relation to its proposed non-renounceable rights issue offer of new shares (each, a New Share ) to existing eligible holders of the Company's shares ( Rights Issue ).

In connection with the Rights Issue, the Company advises that:

  • a) the Company will offer the New Shares for issue without disclosure to investors under Part 6D.2 of the Corporations Act;

  • b) this notice is being given by the Company under section 708AA(2)(f) of the Corporations Act;

  • c) as at the date of this notice, the Company has complied with:

    • i. the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

    • ii. section 674 of the Corporations Act;

  • d) as at the date of this notice, there is no excluded information of the type referred to in sections 708AA(8) or 708AA(9) of the Corporations Act; and

  • e) the potential effect that the issue of the Shares pursuant to the Rights Issue will have on the control of the Company, and the consequences of that effect, will depend on a number of factors, including investor demand. These factors include:

  • (i) if all shareholders subscribe for their entitlements, then all shareholders will retain their percentage ownership in the Company and the issue of Shares under the Rights Issue is not expected to have any material effect on the control of the Company;

  • (ii) if all shareholders do not take up their full entitlements, their holdings in the Company will be diluted to the extent that they have not taken up their entitlements;

  • (iii) if the Company’s significant shareholders take up their full entitlement, no other shareholders take up their entitlements and Assoc. Prof Phillips subscribes for the balance of New Shares pursuant to the underwriting agreement, the significant shareholders will increase their voting power from 54.49% to 64.15%.

  • (iv) if the Company’s significant shareholder, Assoc Prof Robert Phillips, who is also an underwriter, takes up his full entitlement and the shortfall as a result of the underwriting to the Rights Issue, and no other shareholders take up their entitlements, then Assoc Prof Robert Phillips will increase his voting power from 24.79% to 41.41%.

Brett Crowley Company Secretary

Uscom Limited (ABN 35 091 028 090) Suite 2, Level 8, 66-74 Clarence Street, Sydney NSW 2000 T +612 9247 4144 F +612 9247 8157 www.uscom.com.au