Announcement PDF 12 APRIL 2024 Dear Shareholders, NOTICE OF GENERAL MEETING AND PROXY FORM Adisyn Limited (ACN 155 473 304) (Company) (ASX: AI1) hereby gives notice that the General Meeting (Meeting) of shareholders will be held at 27 Aspiration Circuit, Bibra Lake, 6163, on Tuesday, 14 May 2024, at 10:00am (AWST). The Notice of Meeting (NOM) is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial advisor, lawyer, accountant or other professional adviser. In accordance with section 110D(1) of the Corporations Act 2001 (Cth) (Corporations Act), the Company will not be sending hard copies of the NOM to shareholders unless a shareholder has requested a hardcopy of the NOM or made an election for the purposes of 110E of the Corporations Act to receive documents from the Company in physical form. The NOM is made available to shareholders electronically. This means that: • • You can access the NOM online at the Company’s website https://adisyn.com.au/investor-centre A complete copy of the NOM has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “AI1”. Those shareholders who receive their company communications in the post will therefore receive a printed copy of this announcement and their personalised proxy form. Conversely, shareholders who receive their communications electronically will, as they have on previous occasions, receive an email from the Company’s share registry, Xcend Pty Ltd, with links directing them to this notice and the online voting portal https://investor.xcend.app The Company further advises that voting on all resolutions will be conducted by a poll and encourages those shareholders who can not attend the meeting to lodge their proxy forms no later than 48 hours before the meeting, being 10:00am (AWST) on Sunday, 12 May 2024. Any proxy forms received after that time will not be valid for the meeting. For and on behalf of the Board. Kyla Garic Company Secretary Adisyn Limited 1300 331 888 investors@adisyn.com.au Adisyn Ltd | ACN 155 473 304 | 1300 331 888 | 27 Aspiration Circuit, Bibra Lake WA 6163 | adisyn.com.au Adisyn Ltd ACN 155 473 304 NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM Tuesday, 14 May 2024 10am (AWST) 27 Aspiration Circuit, Bibra Lake, WA 6163 This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay. Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 6141 1011. NOTICE OF MEETING Notice is given that the General Meeting of Shareholders of Adisyn Ltd (ACN 155 473 304) (Company) will be held at 27 Aspiration Circuit, Bibra Lake, WA 6163 on Tuesday, 14 May 2024 commencing at 10am (AWST) (Meeting). The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice. The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders at 4:00pm (AWST) on Sunday, 12 May 2024. Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1. AGENDA 1. Resolutions 1(a) and 1(b) – Ratification of Prior issue of Placement Shares – Listing Rules 7.1 and 7.1A To consider and, if thought fit, to pass with or without amendment, the following resolutions as ordinary resolutions: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to: (a) 13,950,000 Placement Shares issued under the Company’s Listing Rule 7.1 capacity; and (b) 950,000 Placement Shares under the Company’s Listing Rule 7.1A capacity, on the terms and conditions in the Explanatory Memorandum.’ Voting Exclusion Statement The Company will disregard any votes cast in favour of the Resolutions by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement being approved (namely, the Placement Participants (and/or their respective nominees)); or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolutions by: (a) a person as proxy or attorney who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the Resolutions in that way; or (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair to vote on the Resolutions as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from the voting, and is not an associate of a person excluded from voting, on the Resolutions; and (ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. 1 2. Resolutions 2(a) and 2(b) – Ratification of Prior issue of Capital Raising Shares – Listing Rules 7.1 and 7.1A To consider and, if thought fit, to pass with or without amendment, the following resolutions as ordinary resolutions: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to: (a) 7,000,000 Capital Raising Shares issued under the Company’s Listing Rule 7.1 capacity; and (b) 13,000,000 Capital Raising Shares under the Company’s Listing Rule 7.1A capacity, on the terms and conditions in the Explanatory Memorandum.’ Voting Exclusion Statement The Company will disregard any votes cast in favour of the Resolutions by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement being approved (namely, the Capital Raising Participants (and/or their respective nominees)); or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolutions by: (a) a person as proxy or attorney who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the Resolutions in that way; or (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair to vote on the Resolutions as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from the voting, and is not an associate of a person excluded from voting, on the Resolutions; and (ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. 3. Resolution 3 – Approval to issue Broker Options To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 5,000,000 Options to ARQ Capital Pty Ltd (and/or its nominees) on the terms and conditions set out in the Explanatory Statement." Voting Exclusion The Company will disregard any votes cast in favour of: (a) a person who is expected in participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) (namely, ARQ Capital Pty Ltd (and/or its nominees)); or (b) an Associate of that person or those persons. However, this does not apply to a vote case in favour of this Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to 2 the holder to vote in that way. 4. Resolution 4 – Appointment of Auditor to fill vacancy To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of section 327B of the Corporations Act and for all other purposes, Hall Chadwick WA Audit Pty Ltd, having been nominated by a Shareholder and having consented in writing to act in the capacity of auditor, be appointed as auditor of the Company with effect from the close of the Meeting.” 5. Resolutions 5(a) and 5(b) – Approval to issue Consideration Securities to Strategic Advisor To consider, and if thought fit, to pass with or without amendment, the following resolutions as ordinary resolutions: “That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, approval is given for the Company to issue up to: (a) 3,000,000 Shares; and (b) 5,000,000 Performance Rights, to Gemelli Nominees Pty Ltd (and/or its nominees), on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion The Company will disregard any votes cast in favour of these Resolutions by or on behalf of: (a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except solely by reason of being a holder of ordinary securities in the entity) (namely, Gemelli Nominees Pty Ltd (and/or its nominees)); or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolutions by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the Resolutions in that way; (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolutions as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolutions; and (iii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. Dated 12 April 2024 BY ORDER OF THE BOARD Ms Kyla Garic Company Secretary 3 EXPLANATORY MEMORANDUM 1. Introduction This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at 27 Aspiration Circuit, Bibra Lake, WA 6163 on Tuesday, 14 May 2024 commencing at 10am (AWST). This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice. A Proxy Form is located at the end of the Explanatory Memorandum. 2. Action to be taken by Shareholders Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions. Proxies A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy) to vote in their place. All Shareholders are invited and encouraged to participate in the Meeting via virtual means or attend in person, and are encouraged to lodge a directed Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting via virtual means or voting at the Meeting in person. Please note that: (a) a member of the Company entitled to attend via virtual means/ or in person and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. Shareholders and their proxies should be aware that: (a) If proxy holders vote, they must cast all directed proxies as they are directed to; and (b) Any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Further details are set out below. Proxy vote if appointment specifies way to vote Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and 4 (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and (d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Transfer of non-chair proxy to Chair in certain circumstances Section 250BC of the Corporations Act provides that, if: (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and (b) the appointed proxy is not the Chair of the meeting; and (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA,on the question that the resolution be passed; and (d) either of the following applies: (i) if a record of attendance is made for the meeting - the proxy is not recorded as attending; (ii) the proxy does not vote on the resolution, the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. Proxy Holders and Voting Instructions If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are authorising the Chair to cast your undirected vote on all proposed resolutions. If you wish to appoint the Chair as your proxy and wish to direct the Chair how to vote, please mark the appropriate “For”, “Against” or “Abstain” boxes on the proxy form for each proposed resolution. Submit your Proxy Vote 2.3.1 Online Lodge your proxy vote online by scanning the QR Code on the enclosed Proxy Form with your tablet or mobile, or enter the following URL into your internet browser: https://investor.xcend.app/sha . 2.3.2 By Paper If you do not wish to vote online, then it is necessary to complete the Proxy Form in accordance with the detailed instructions set out on the enclosed Proxy Form. The return of your completed form (ONLY if you do NOT vote online) can be done by one of the following ways: 5 3. BY MAIL: Xcend Pty Ltd PO Box R1905 Royal Exchange NSW 1225 BY EMAIL: meetings@xcend.co Resolutions 1(a) and 1(b) – Ratification of Prior issue of Placement Shares – Listing Rules 7.1 and 7.1A General Resolutions 1(a) and 1(b) seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of a total of up to 14,900,000 Shares issued under the Placement (details of the Placement provided in Section 3.2 below). Background On 19 February 2024, the Company announced that it had received binding commitments from sophisticated and professional investors, to subscribe for a total of up to 14,900,000 Shares at an issue price of $0.02 per Share (Placement Shares) to raise up to a total of $298,000 (before costs) (Placement). On 26 February 2024, the Company issued a total of 14,900,000 Placement Shares under the Placement as follows: (a) 13,950,000 Placement Shares issued under the Company’s Listing Rule 7.1 capacity (the subject of Resolution 1(a)); and (b) 950,000 Placement Shares issued under the Company’s Listing Rule 7.1A capacity (the subject of Resolution 1(b)). As announced by the Company on 19 February 2024, the funds raised from the Placement will be issued primarily to expand the Company’s business development in existing and new areas within the business (including promotion of the business and its services to new and existing customers and potential new investors), as well as towards general working capital. ASX Listing Rules 7.1 and 7.1A Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period. Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The issue of the Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Shares. 6 ASX Listing Rule 7.4 Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares. Technical information required by Listing Rule 14.1A If Resolutions 1(a) and 1(b) are passed (either independently of one another, or together), the Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A (as applicable), effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares. If Resolutions 1(a) and 1(b) are not passed (either independently of one another, or together), the Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A (as applicable), effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares. Technical information required by ASX Listing Rule 7.4 Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolutions 1(a) and 1(b): (a) the Placement Shares were issued to professional and sophisticated investors introduced by the Company (Placement Participants). The Placement Participants were identified through a bookbuild process, which involved the Company seeking expressions of interest to participate in the Placement from non-related parties of the Company; (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Placement Participants are: (c) (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and (ii) issued more than 1% of the issued capital of the Company at the time of issue; a total of 14,900,000 Placement Shares were issued on the following basis: (i) 13,950,000 Placement Shares issued under the Company’s Listing Rule 7.1 capacity (the subject of Resolution 1(a)); and (ii) 950,000 Placement Shares issued under the Company’s Listing Rule 7.1A capacity (the subject of Resolution 1(b)); (d) the Placement Shares were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; (e) the Placement Shares were issued on 26 February 2024; 7 (f) the issue price was $0.02 per Placement Share. The Company has not and will not receive any other consideration for the issue of the Placement Shares; (g) the purpose of the issue of the Placement Shares was to raise $298,000 (before costs). Funds raised from the issue of the Placement Shares are to be used for the purposes as specified in Section 3.2 above; (h) the Placement Shares were not issued under an agreement; and (i) a voting exclusion statement is included in Resolutions 1(a) and 1(b) of this Notice. Board Recommendation The Board believes that Resolutions 1(a) and 1(b) are in the best interest of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of these Resolutions. The Chair intends to vote undirected proxies in favour of Resolutions 1(a) and 1(b). 4. Resolutions 2(a) and 2(b) – Ratification of Prior issue of Capital Raising Shares – Listing Rules 7.1 and 7.1A General Resolutions 2(a) and 2(b) seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of a total of up to 20,000,000 Shares issued under the Capital Raising (details of the Capital Raising provided in Section 4.2 below). Background On 24 November 2023, the Company announced that it had received binding commitments from sophisticated and professional investors, as well as existing Shareholders and employees of the Company, to subscribe for a total of up to 20,000,000 Shares at an issue price of $0.02 per Share (Capital Raising Shares) to raise up to a total of $400,000 (before costs) (Capital Raising). On 30 November 2023, the Company issued a total of 20,000,000 Capital Raising Shares under the Capital Raising as follows: (a) 7,000,000 Capital Raising Shares issued under the Company’s Listing Rule 7.1 capacity (the subject of Resolution 2(a)); and (b) 13,000,000 Capital Raising Shares issued under the Company’s Listing Rule 7.1A capacity (the subject of Resolution 2(b)). The funds raised from the Capital Raising were used towards expanding the Company’s newly formed cybersecurity division, Adisyn Cyber, with an increase in sales and marketing efforts as well as the development of a number of new AI powered cybersecurity services. ASX Listing Rules 7.1 and 7.1A A summary of ASX Listing Rules 7.1 and 7.1A is provided at Section 3.3 above. The issue of the Capital Raising Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Capital Raising Shares. 8 ASX Listing Rules 7.4 A summary of ASX Listing Rule 7.4 is provided at Section 3.4 above. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Capital Raising Shares. Technical information required by Listing Rule 14.1A If Resolutions 2(a) and 2(b) are passed (either independently of one another, or together), the Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A (as applicable), effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Capital Raising Shares. If Resolutions 2(a) and 2(b) are not passed (either independently of one another, or together), the Placement Share will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A (as applicable), effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Capital Raising Shares. Technical information required by Listing Rule 7.5 The following information is provided to Shareholders for the purposes of Listing Rule 7.5 in relation to Resolutions 2(a) and 2(b): (a) the Capital Raising Shares were issued to professional and sophisticated investors, as well as existing Shareholders and employees of the Company (Capital Raising Participants). The Capital Raising Participants were identified through a bookbuild process, which involves the Company seeking expressions of interest to participate in the Capital Raising from non-related parties of the Company. (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Capital Raising Participants are: (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and (ii) issued more than 1% of the issued capital of the Company at the time of issue, other than the following: (A) (c) (d) Paul Arch (a member of the Company’s Key Management Personnel) and his associated entities, having been issued 5,000,000 Capital Raising Shares; a total of 20,000,000 Capital Raising Shares were issued on the following basis: (i) 7,000,000 Capital Raising Shares were issued under the Company’s Listing Rule 7.1 capacity (the subject of Resolution 2(a)); and (ii) 13,000,000 Capital Raising Shares were issued under the Company’s Listing Rule 7.1A capacity (the subject of Resolution 2(b)); the Capital Raising Shares were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; 9 (e) the Capital Raising Shares were issued on 30 November 2023; (f) the issue price was $0.02 per Capital Raising Share. The Company has not and will not receive any other consideration for the issue of the Capital Raising Shares; (g) the purpose of the Capital Raising Shares was to raise $400,000 (before costs). Funds raised from the issue of the Capital Raising Shares are to be used for the purposes as specified in Section 4.2 above; (h) the Capital Raising Shares were not issued under an agreement; and (i) a voting exclusion statement is included in Resolutions 2(a) and 2(b) of this Notice. Board Recommendation The Board believes that Resolutions 2(a) and 2(b) are in the best interest of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of these Resolutions. The Chair intends to vote undirected proxies in favour of Resolutions 2(a) and 2(b). 5. Resolution 3 – Approval to issue Broker Options General The Company entered into a mandate with ARQ Capital Pty Ltd (ARQ Capital or Broker) (as varied by a letter of variation), pursuant to which ARQ Capital would act as corporate advisor to the Company (Broker Mandate). Resolution 3 seeks Shareholder approval for the issue of up to 5,000,000 unlisted Options (exercisable at $0.05 and expiring 12 months from the date of issue) (Broker Options) to ARQ Capital (and/or its nominees), pursuant to the Broker Mandate (a summary provided at Section 5.2 below). Broker Mandate A summary of the material terms of the Broker Mandate are: (a) (Services): ARQ Capital will act as sole and exclusive corporate advisor to the Company (b) (Fees): The Company has agreed to pay ARQ Capital the following: (c) (i) (Monthly Retainer Fee): The Company agrees to pay ARQ Capital a month retainer fee of $7,500 per month plus GST (or part thereof), for a period of twelve (12) months; (ii) (Mergers and Acquisitions): The Company agrees to pay ARQ Capital a mergers and acquisitions success fee of 6% of the total transaction value plus GST, on success of any M&A transaction ARQ Capital has introduced or is advisor; and (iii) (Broker Options): subject to shareholder approval, issue ARQ Capital (and/or its nominees) up to 5,000,000 unlisted Options (exercisable at $0.05 and expiring 12 months from the date of issue). (Termination): Following the initial 12 month period, the Broker Mandate can be term