BSA : Capital Raising Announcement

Level 7, 3 Thomas Holt Drive,

Macquarie Park, NSW 2113

P: 02 8748 2400

F: 02 8748 2577

www.bsa.com.au

6 April 2022

FOR IMMEDIATE RELEASE

General Manager

ASX Market Announcements Australian Securities Exchange Limited PO Box H224

Australia Square Sydney NSW 1215

Institutional Placement and Accelerated Non-Renounceable Entitlement Offer

BSA ANNOUNCES CAPITAL RAISING AND EXECUTIVE RESTRUCTURE

KEY HIGHLIGHTS:

• • Institutional Placement and Accelerated Non-Renounceable Entitlement Offer to raise $15.5 million including a 1 for 1 attaching option priced at the issue price

• • Proceeds of the offer (after expenses) will be used to provide for general working capital purposes

• • Significant support provided by three largest shareholders committing to take up their entitlements for ~$10 million in total

• • CEO transition - Tim Harris stepping down to be replaced on an interim basis by Arno Becker

Sydney, 6 April 2022: BSA Limited ("BSA") (ASX:BSA) is pleased to announce a $15.5 million capital raising comprising a $1.8 million institutional placement ("Placement") and a 1 for 3.19 pro-rata accelerated non-renounceable entitlement offer to raise $13.7 million ("Entitlement Offer")(together, the "Offer"), along with the issue of one attaching listed option for every 1 share issued under the Offer for no additional consideration. The Entitlement Offer consists of an accelerated non-renounceable offer to institutional shareholders ("Institutional Entitlement Offer") and a retail component ("Retail Entitlement Offer").

All new shares issued under the Offer ("New Shares") will be issued at a price of $0.10 per share ("Offer Price"), which represents a:

• (a) 23.1% discount to the last closing price of $0.130 per share on 5 April 2022;

• (b) 18.1% discount to the theoretical ex-rights price of $0.122 per share; and

• (c) 17.7% discount to the 10-Day volume-weighted average price of $0.122 per share.

The proceeds of the Offer will be applied principally for general working capital purposes, including but not limited to the costs of the Offer.

Approximately 155.0 million New Shares will be issued under the Offer, representing ~35.5% of BSA's existing shares on issue, and all New Shares will rank equally with existing shares and BSA will, upon issue, seek quotation of the New Shares on ASX.

BSA Interim Chair Mr Yates on behalf of BSA's Board, said:

"The equity raising, to strengthen the balance sheet will ensure the company has sufficient financial flexibility to deliver improved profitability and shareholder return. We are confident with the outlook for the core businesses and the executive team is firmly focused on the delivery of improved group margin and stakeholder outcomes"

A prospectus in relation to the Entitlement Offer ("Prospectus") will be mailed to Eligible Shareholders in the coming days.

Canaccord Genuity (Australia) Limited is acting as lead manager to the Offer.

FY22 Outlook

Due to recent macroeconomic events (including COVID-19 lockdowns, travel restrictions and extreme weather events in QLD and NSW) recovery has been slower than expected impacting full year results. BSA expects a sustained normalised level of trading to resume during Q4 FY22.

2H FY22 guidance range is expected to be:

• • Revenue $240m - $260m (vs 1H FY22 $217m)

• • EBITDA $2m - $4m (vs 1H FY22 ($2m))

Trading is expected to recover to normalised levels in 1H FY23 with expected annualised revenue of at least $450m and targeting improved EBITDA margins.

Due to the above noted ongoing external volatility and the below internal reset, the Board withdraws the previously stated 3 year revenue target of $750m.

Management Transition

Through the first quarter of 2022, Tim Harris (Managing Director and CEO) and the Board have worked on stabilising the core business given the previously disclosed significant disruption caused by the COVID-19 lockdowns, the Class Action, and the recent weather events.

The capital raising announced today further stabilises the capital base of the business. Tim Harris has requested to step down from his role on completion of this process on 29th April to pursue other opportunities and the Board has accepted his request.

Arno Becker (currently Group CFO) has been appointed Acting CEO and will oversee the business. Mr Becker will be supported by Interim Chair and previous CEO Nick Yates, together with the executive team of Richard Bartley (Executive General Manager - CUI division) and Mark Dunn (Executive General Manager - APS division). A search has commenced for a new group CEO.

The Board would like to thank Tim for his contribution to the group these past six years and wish him well on his future endeavours.

Placement

Up to approximately 18.1 million New Shares are expected to be issued to new institutional investors under the Placement at the Offer Price. The Placement will be conducted concurrently with the Institutional Entitlement Offer.

New Shares issued under the Placement will not be eligible to participate in the Entitlement Offer.

Institutional Entitlement Offer

Certain eligible institutional shareholders as at the Record Date ("Eligible Institutional Shareholders") will be invited to participate in the Institutional Entitlement Offer, which is being conducted today, 6 April 2022. Eligible Institutional Shareholders can choose to take up all, part or none of their Entitlement.

The Institutional Entitlement Offer is non-renounceable, and rights are not transferable and cannot be traded on the ASX or privately. Eligible Institutional Shareholders who choose not to take up their entitlement under the Institutional Entitlement Offer in full or part, will not receive any value in respect of those entitlements not taken up.

Entitlements that Eligible Institutional Shareholders do not take up by the close of the Institutional Entitlement Offer will be offered through the institutional shortfall bookbuild at the Offer Price ("Institutional Shortfall Bookbuild" together with the Institutional Entitlement Offer, "Institutional Offer").

BSA's shares will remain in a trading halt pending completion of the Institutional Entitlement Offer.

BSA's three largest Shareholders have each provided binding commitments to take up their maximum entitlements under the Institutional Entitlement Offer for which they can lawfully subscribe, providing certainty of funding for approximately $10.0 million.

Retail Entitlement Offer

The Retail Entitlement Offer is open to shareholders (other than Eligible Institutional Shareholders) that are registered on BSA's register of members as at 7.00pm (AEST) on 8 April 2022 ("Record Date") and are recorded as having a registered address in Australia or New Zealand ("Eligible Retail Shareholders").

The Retail Entitlement Offer is non-renounceable, meaning that Eligible Retail Shareholders will not be able to transfer their entitlements pursuant to the Retail Entitlement Offer and if they do not subscribe for their entitlements pursuant to the Retail Entitlement Offer in full, they will be diluted.

Under the Retail Entitlement Offer, Eligible Retail Shareholders who take up their full entitlement may also apply for additional New Shares in excess of their entitlement at the Offer Price. Applications for additional New Shares in excess of Eligible Retail Shareholders entitlements will only be satisfied to the extent that there is a shortfall and will be subject to the terms and conditions outlined in the Prospectus.

All of the New Shares issued pursuant to the Retail Entitlement Offer will rank equally with the existing shares on issue from the date of allotment.

Full details of the Retail Entitlement Offer, including the timetable and details for how to accept the Retail Entitlement Offer, will be set out in Prospectus which BSA has today lodged with ASIC and ASX and will be dispatched to Eligible Shareholders imminently. Eligible Shareholders should read the Prospectus in its entirety and consult with their stockbroker, accountant or other professional adviser before making any decision as to whether to subscribe for New Shares.

Timetable

The current proposed timetable for the Entitlement Offer is set out below.

These dates are indicative only and BSA reserves the right to vary these dates (subject to the Corporations Act and the ASX Listing Rules).

-ends-

For and on behalf of the BSA Limited Board of Directors

Graham Seppelt

Company Secretary BSA Limited

T: +61 419 035 297

E:corporate@bsa.com.au

Registered Office: Level 7, 3 Thomas Holt Drive, Macquarie Park NSW 2127

P: 02 8748 2400 F: 02 8748 2577 ABN: 50 088 412 748

www.bsa.com.au

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