Adslot : Entitlement Issue Offer Document

Entitlement Offer Document

Fully underwritten non-renounceable entitlement offer of 1 new share for every 17 existing shares at A$0.017 per new share to raise up to approximately A$1,982,000.

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The Entitlement Offer opens on Thursday 21 April 2022 and closes at 5.00pm (Melbourne time) on Tuesday 3 May 2022 (unless extended)

This Offer Document is an important document and requires your immediate attention. It and the accompanying personalised Entitlement and Acceptance Form should be read in its entirety and before you decide whether to participate in the Entitlement Offer. If you have any questions about any part of the Offer Document you should consult your stockbroker, accountant, solicitor, financial adviser, taxation adviser or other independent professional adviser. There are risks associated with an investment in the securities offered by this Offer Document. Please read the risks section carefully when you consider your investment. This Offer Document is not for release or distribution in the United States.

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Adslot Ltd ABN 70 001 287 510

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Important information 4

Key offer terms 6

Chairman's letter 7

Entitlement Offer 9

1. Details of the Entitlement Offer 9

1.1 The Entitlement Offer 9

1.2 Purpose of the Entitlement Offer and Placement 9

1.3 Top Up Offer 10

1.4 Allocation Policy 10

1.5 Underwriting 10

1.6 Issue of New Shares 10

1.7 ASX quotation 10

1.8 Application Money 11

1.9 Market prices for Shares on ASX 11

1.10 Foreign Shareholders 11

1.11 Nominees and custodians 11

1.12 Taxation implications 11

1.13 Risks 11

1.14 Regular reporting and disclosure 11

1.15 Rights and liabilities attaching to New Shares 12

1.16 Disclaimer 12

1.17 Financial amounts 12

1.18 Privacy 12

1.19 Governing Law 12

2. Required Actions 12

2.1 Eligible Shareholders - Australia and New Zealand 12

2.2 Applying for Additional New Shares under Top Up Offer 13

2.3 Payment 13

2.4 Declining all or part of your Entitlement 14

2.5 Non Eligible Foreign Shareholders 14

2.6 Warranties made on acceptance of Entitlement Offer 14

2.7 Refunds 16

2.8 Withdrawals 16

Additional information 16

3. Corporate matters 16

3.1 Effect of the Entitlement Offer on capital structure 16

3.2 Financial effect of the Entitlement 16

3.3 Impact on control 16

3.4 Directors 16

4. Risk factors 17

4.1 Introduction 17

4.2 New Zealand Shareholders 17

4.3 Key Risks 17

4.4 Failure to retain existing customers and attract new customers 17

4.5 Decline in advertising volumes and economic conditions 18

4.6 Adslot operate in a competitive industry 18

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4.7

Reliance on Symphony and Adslot Media trading platform and failure to adequately maintain and

Glossary Corporate Directory

Important information

The information in this Offer Document is not a prospectus, product disclosure statement, disclosure document or other offering document under the Corporations Act (or any other law), does not contain all of the information that an investor would find in a prospectus or which may be required by an investor in order to make an informed investment decision regarding, or about the rights attaching to, New Shares, and has not been lodged with ASIC. This Offer Document is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest, including the announcements made by the Company on Monday 11 April 2022.

The information in this Offer Document contains an offer of New Shares to Eligible Shareholders in Australia or New Zealand and has been prepared in accordance with section 708AA of the Corporations Act as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 for the offer of New Shares without disclosure to investors under Part 6D.2 of the Corporations Act. Please refer to Section 1.1 of this Offer Document for Eligible Shareholder criteria. This Offer Document has been prepared by Adslot Ltd ACN 001 287 510 and was lodged with ASX on 21 April 2022.

Neither ASIC nor ASX, nor any of their officers or employees, takes responsibility for this Offer Document.

This Offer Document may not be released or distributed in the United States and does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, a person in the United States. The New Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States and, accordingly, may not be offered or sold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws.

This Offer Document may contain certain forward looking statements. The words anticipate, believe, expect, project, forecast, estimate, likely, intend, should, could, may, target, plan, consider, foresee, aim, will and other similar expressions are intended to identify forward looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward looking statements. Such forward looking statements are provided as a general guide only and are not guarantees of future performance and involve known and unknown risks, assumptions, uncertainties and other factors, many of which are outside the control of the Company and which are based on change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.

The information in this Offer Document may not be complete and may be changed, modified or amended at any time by the Company, and is not intended to, and does not, constitute representations and warranties of the Company. Except as required by law or regulation, neither the Company, nor any adviser of the Company, currently intends to update this Offer Document or accepts any obligation to provide the recipient with access to information or to correct any additional information or to correct any inaccuracies that may become apparent in the Offer Document or in any other information that may be made available concerning the Company.

This Offer Document is not financial product or investment advice nor a recommendation to acquire New Shares and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances.

The Company is not licensed to provide financial product advice in respect of New Shares.

An investment in New Shares is subject to investment and other known and unknown risks, uncertainties and assumptions, many of which are beyond the control of the Company and the Board, including the risks described in section 4.3 (Key Risks), which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward looking statements in this Offer Document. Neither the Company, its officers, employees, agents, associates and advisers, nor any other person warrants or guarantees the future performance of the New Shares or any particular rate of return or the performance of the Company, nor does it guarantee the repayment of capital from the Company or any particular taxation treatment. In considering an

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investment in New Shares, investors should have regard to (among other things) the risks and disclaimers outlined in this Offer Document.

Past performance information given in this Offer Document is provided for illustrative purposes only and should not be relied on as (and it is not) an indication of future performance. The historical information in this Offer Document is, or is based on, information that has been released to the market. For further information, please see past announcements released to ASX. Neither the Company, nor any other person or entity, warrants the future performance of the Company or any return on any investment made under the Entitlement Offer.

Venturian (the underwriter to the Entitlement Offer) and its representatives, to the maximum extent permitted by law, expressly disclaim any responsibility or liability for the contents of this Offer Document.

Hall & Wilcox and its partners and employees, to the maximum extent permitted by law, expressly disclaim any responsibility or liability for the contents of this Offer Document.

Statements made in this Offer Document are made only as at the date of this Offer Document. The information in this Offer Document remains subject to change without notice.

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