TALi Digital : Entitlement Offer Booklet

TALi Digital Limited

ACN 108 150 750

Entitlement Offer Booklet

Fully underwritten 1 for 7 non-renounceable entitlement offer of New Shares at an issue price of $0.011 (1.1 cents) per New Share

The Entitlement Offer closes at 5.00 pm (Melbourne time) on Friday, 8 April 2022

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE AN ELIGIBLE SHAREHOLDER YOU SHOULD READ THIS OFFER BOOKLET IN ITS ENTIRETY BEFORE DECIDING WHETHER TO APPLY FOR NEW SHARES.

IF YOU DO NOT UNDERSTAND ANY PART OF THIS OFFER BOOKLET, OR ARE IN ANY DOUBT AS TO HOW TO DEAL WITH IT OR YOUR ENTITLEMENT, YOU SHOULD CONSULT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO

THE UNITED STATES, OR TO US PERSONS

Important Information

About this document

This Entitlement Offer booklet (Offer Booklet) contains information relating to a proposed Entitlement Offer to be undertaken by TALi Digital Limited (ACN 108 150 750) (TALi). This Offer Booklet is important and requires your immediate attention. You should read this Offer Booklet carefully and in its entirety, with emphasis on the risk factors detailed in Section 0, have regard to your own investment parameters, and if required, obtain independent professional investment advice, before deciding to invest in TALi.

The Entitlement Offer is being made in accordance with section 708AA of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84). Accordingly, this document is not a prospectus (and has not been, and will not be, lodged with ASIC) and does not contain all information which an investor may require to make an informed investment decision.

Forward-looking statements

This document contains forward-looking statements. Forward-looking statements can generally be identified by use of words such as "may", "should", "could", "foresee", "plan", "aim", "will", "expect", "intend", "project", "estimate", "anticipate", "believe", "forecast", "target", "outlook", "guidance" or "continue" or similar expressions. All statements other than those of historical facts included in the Offer Booklet are forward-looking statements, including those relating to the future financial condition, results of operations, projects and business of TALi and certain plans and objectives of the management of TALi. The forward-looking statements contained in this document are not based solely on historical facts but are based on current expectations about future events and results. These forward-looking statements are subject to inherent known and unknown risks and uncertainties, certain of which are summarised under Section 0 (Risk Factors) herein, and other factors which are beyond the control of TALi. Such risks and uncertainties include factors and risks specific to the operations of TALi, as well as general economic conditions, prevailing interest rates, conditions in the financial markets, government policies and regulations and competitive pressures. As a consequence, forward-looking statements are provided as a general guide only and actual events or results may differ materially from the expectations expressed or implied in such forward-looking statements.

Forward-looking statements in this Offer Booklet speak only at the date of this Offer Booklet. Subject to any continuing obligations under applicable law or the ASX Listing Rules, TALi does not, in providing this information, undertake any obligation to publicly update or revise any of the forward-looking statements for any change in events, conditions or circumstances on which any such statement is based. Accordingly, you are cautioned not to place undue reliance on forward-looking statements contained in this document. Neither TALi, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur.

Past performance

Investors should note that TALi's past performance, including past Share price performance, cannot be relied upon as an indicator of (and provides no guarantee or guidance as to) TALi's future performance including TALi's future financial position or Share price performance.

Foreign jurisdictions

This Offer Booklet and any accompanying Associated Offer Announcements and the Application Form may not be distributed or released in the United States and do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any person acting to the account or benefit of a person in the United States, or in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer.

The New Shares have not been, and will not be, registered under the US Securities Act of 1933 (Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly or indirectly, to persons in the United States or to persons who are acting for the account or benefit of a person in the United States unless they have been registered under the Securities Act or are offered or sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable US state securities laws. The New Shares to be offered and sold in the Entitlement Offer under this Offer Booklet and the accompanying Associated Offer Announcements and the Application Form may only be offered and sold outside the United States in "offshore transactions" (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the Securities Act.

It is your responsibility to ensure that you comply with any laws of your jurisdiction which are applicable to you and which are relevant to your applying for New Shares under the Entitlement Offer. No action has been taken to register or qualify the Entitlement Offer or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand. The distribution of this Offer Booklet (including an electronic copy) outside Australia and New Zealand may be restricted by law. You should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities law.

Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this Offer Booklet or the Associated Offer Announcements. Any information or representation that is not contained in this Offer Booklet or the Associated Offer Announcements may not be relied on as having been authorised by TALi in connection with the Entitlement Offer. Except as required by law, and only to the extent so required, none of TALi, or any other person, warrants or guarantees the future performance of TALi or any return on any investment made pursuant to the Entitlement Offer.

No financial product advice

This Offer Booklet is not financial product advice, does not purport to contain all the information that you may require to make an investment decision, and has been prepared without taking into account your personal investment objectives, financial situation or needs.

Before deciding whether to apply for New Shares under the Entitlement Offer, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If after reading this Offer Booklet, you have any questions about the Entitlement Offer, you should contact your financial or other professional adviser.

Definitions and references to time

Capitalised words and expressions in this Offer Booklet have the meanings given in Section 5. A reference to time in this Offer Booklet is to Melbourne time, unless otherwise stated.

All financial amounts in this Offer Booklet are references to Australian currency, unless otherwise stated.

Trading in New Shares

TALi will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by TALi, the Share Registry or failure to maintain your updated details with the Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

Date of this document

This Offer Booklet is dated 28 March 2022.

For any enquiries please call Automic Pty Ltd as Share Registry on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia), or contact your stockbroker, accountant or other professional adviser.

Table of contents

Important Information ........................................................................................................................... 2

Chair's Letter ......................................................................................................................................... 6

Key Dates ............................................................................................................................................... 9

1. Overview of the Entitlement Offer ................................................................................. 10

• 1.1 Summary ............................................................................................................... 10

• 1.2 Eligible Shareholders ........................................................................................... 10

• 1.3 What is the entitlement of an Eligible Shareholder? ........................................ 10

• 1.4 Top-Up Facility ..................................................................................................... 11

• 1.5 No trading of entitlements ................................................................................... 11

• 1.6 Underwriting of the Entitlement Offer . ............................................................. 11

• 1.7 Issue of New Shares ............................................................................................ 13

• 1.8 Ranking of New Shares ....................................................................................... 13

• 1.9 Withdrawal of the Entitlement Offer ................................................................... 13

• 1.10 Speculative nature of Entitlement Offer and projects and relevant risk

  factors .................................................................................................................... 13

1.11 Purpose and use of funds ................................................................................... 13

1.12 Financial Impact ................................................................................................... 14

1.13 Effect on Capital Structure .................................................................................. 14

• 2. Choices available to Eligible Shareholders ................................................................. 15

  • 2.1 Your choices ......................................................................................................... 15

  • 2.2 How to participate in the Entitlement Offer ....................................................... 15

  • 2.3 Representations you will be taken to make by acceptance ............................. 16

  • 2.4 No minimum subscription ................................................................................... 18

  • 2.5 No cooling off rights ............................................................................................ 18

  • 2.6 Refunds of excess application monies .............................................................. 18

  • 2.7 If you do nothing .................................................................................................. 18

• 3. Risk Factors .................................................................................................................... 19

  • 3.1 Risks specific to TALi .......................................................................................... 19

  • 3.2 General risks ......................................................................................................... 21

• 4. Further Information ........................................................................................................ 23

• 4.1 Taxation ................................................................................................................. 23

• 4.2 This Offer Booklet is not a prospectus .............................................................. 23

• 4.3 Holding Statements and trading of New Shares ............................................... 23

• 4.4 Treatment of Ineligible Shareholders ................................................................. 23

• 4.5 Foreign Shareholders .......................................................................................... 24

• 4.6 Custodians and nominees ................................................................................... 25

• 4.7 Privacy ................................................................................................................... 25

• 4.8 Governing law ....................................................................................................... 25

5.

Glossary and Interpretation ........................................................................................... 26

5.1 Definitions ............................................................................................................. 26

5.2 Interpretation ........................................................................................................ 27

Corporate Directory ............................................................................................................................ 28

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