Announcement PDF Proposed issue of securities Announcement Summary Entity name SPIRIT TECHNOLOGY SOLUTIONS LTD Announcement Type New announcement Date of this announcement 29/9/2023 The Proposed issue is: A placement or other type of issue Total number of +securities proposed to be issued for a placement or other type of issue ASX +security code +Security description New class-code to be confirmed Convertible Notes Maximum Number of +securities to be issued 1,250,000 Proposed +issue date 11/10/2023 Refer to next page for full details of the announcement Proposed issue of securities 1/6 Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity SPIRIT TECHNOLOGY SOLUTIONS LTD We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation). 1.2 Registered Number Type Registration Number ABN 73089224402 1.3 ASX issuer code ST1 1.4 The announcement is New announcement 1.5 Date of this announcement 29/9/2023 1.6 The Proposed issue is: A placement or other type of issue Proposed issue of securities 2/6 Proposed issue of securities Part 7 - Details of proposed placement or other issue Part 7A - Conditions 7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No Part 7B - Issue details Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? New class Will the proposed issue of this +security include an offer of attaching +securities? No Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? No equitable under listing rule 6.1? Yes ASX +security code +Security description New class-code to be confirmed Convertible Notes +Security type +Convertible debt securities Number of +securities proposed to be issued 1,250,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes Proposed issue of securities 3/6 Proposed issue of securities In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 1.00000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes +Convertible debt securities details These securities are: Type of security Convertible Convertible note or bond +Security currency Face value AUD - Australian Dollar AUD 1.0000 Interest rate type Fixed rate Frequency of coupon/interest payments per year First interest payment date Quarterly 21/1/2024 Interest rate per annum 8.00000 % Is the interest rate per annum estimated at this time? No s128F of the Income Tax Assessment Act status applicable to the +security Not applicable Is the +security perpetual (ie. no maturity date)? No Maturity date 22/9/2026 Select other features applicable to the +security Redeemable Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? No Details of the type of +security that will be issued if the securities are converted, transformed or exchanged ST1 : ORDINARY FULLY PAID Proposed issue of securities 4/6 Proposed issue of securities Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest) Convertible into 27,777,777 ASX: ST1 ORDINARY FULLY PAID. See ASX announcement dated 29 September 2023. Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. See ASX announcement dated 29 September 2023. Part 7C - Timetable 7C.1 Proposed +issue date 11/10/2023 Part 7D - Listing Rule requirements 7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 1,250,000 Convertible Notes 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? No Proposed issue of securities 5/6 Proposed issue of securities 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Standard share registry, legal and other external adviser fees and expenses. Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Refer to ASX announcement dated 29 September 2023 which details the use of funds. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue Please refer to ASX announcement dated 29 September 2023 regarding details in relation to interest rates. For further details, please refer to ASX announcement dated 29 September 2023. Proposed issue of securities 6/6