ATOMOS LIMITED (AMS)

The suspension of trading in the securities of Atomos Limited will be lifted from the commencement of trading today, Tuesday, 21 May 2024, following the completion of a capital raising. For further details, refer to recent announcements by AMS.

The company has disclosed and confirmed its Equity Raising and the reinstatement of its securities to official quotation on ASX. The company expects to reinstate its securities on May 21, 2024. Capitalized terms in this announcement have the same meaning as those in the Company's prospectus released on April 12, 2024.

The company has updated its top twenty holders of its quoted securities following the completion of a 1 for 1 fully underwritten non-renounceable entitlement offer to raise approximately $8 million and a placement via the issue of new shares to raise $8.17 million, authorized for lodgement with ASX.

The company releases its application for quotation of securities.

The company has raised $16m in equity raising, subject to settlement, and received additional demand for a $0.17m placement. The company has decided to accept applications for an Additional Placement. The additional 8,521,360 shares relating to the $0.17m demand will be issued using the company's Listing Rule 7.1 capacity, with no options issued. The shares will be issued at the same price as those for the Equity Raising ($0.02 per share). The company received approval to issue 400,000,000 shares to participants in the Placement at the EGM today.

The company releases its Appendix 4E.

The company's Extraordinary General Meeting presented resolutions to shareholders, which were passed as ordinary resolutions with overwhelming shareholder support, following a poll conducted via a poll.

Entitlement Offer closed with valid applications totalling approximately $5.2m. Approximately $3.2m in applications received from eligible shareholders with a further approximately $1.9m in applications received from eligible shareholders applying for additional entitlements. $2.8m shortfall under the Entitlement Offer will be subscribed for by Domazet FT3 Pty Ltd (as sub-underwriter) in accordance with the terms of the underwriting arrangements for the offer. $8.0m in firm commitments received for the Placement, subject to shareholder approval at the EGM. EGM to be held today (Thursday, 16 May 2024) at 11:00am. Following discussions with ASX, subject to the satisfaction of certain conditions, Atomos expects to return to ASX trading following completion and settlement of the Placement and Entitlement Offer. Full details of the conditions are set out in the Prospectus.

The company lodges its Quarterly Activities/Appendix 4C Cash Flow Report.

The company releases an amendment to the letter to eligible shareholders for the entitlement offer

The company releases separate letters to its eligible and ineligible shareholders regarding the non-renounceable pro-rata entitlement offer.

The Company releases a target market determination with an effective date of 12 April 2024. Product - free-attaching quoted options to acquire fully paid ordinary shares in the Company to be issued in connection with a placement of Shares and a pro rata non-renounceable entitlement offer.

The company releases a notification regarding unquoted securities.

The company releases a notice of proposed issue of securities.

The company releases an Investor Presentation.

The company releases a otification of cessation of securities.

Notice is hereby given that an Extraordinary General Meeting of shareholders of Atomos Limited will be held on Thursday, 16 May 2024 at 11.00 a.m. (AEST) at the offices of Henslow Pty Ltd, Level 15, 25 Bligh Street, Sydney.

The Company releases a prospectus for: 1 for 1 non-renounceable pro rata entitlement offer of Atomos Limited ordinary shares at an offer price of A$0.02 per Entitlement Offer Share to raise up to A$8 million (before costs), with 1 free quoted Option (exercisable at A$0.03 on or before 30 November 2025) for every 2 Entitlement Offer Shares applied for and issued. The Entitlement Offer is fully underwritten by Henslow Pty Ltd and is fully sub-underwritten by the Company's substantial shareholder Domazet FT 3 Pty Ltd as trustee for The Domazet Family Trust A/C No 3. A separate offer of 200,000,000 options to three of the Company's directors (being Jeromy Young, Peter Barber and Paul Greenberg (or their nominees) and Eligible Institutional Investors who participate in the Placement announced on 12 April 2024, representing 1 free quoted Option for every 2 Placement Shares issued under the Placement. The Placement Offer is conditional upon the Company obtaining Shareholder approval to the issue of the Placement Shares and the Placement Options at the Company's extraordinary general meeting scheduled to be held on or about 16 May 2024, for which a notice of meeting is expected to be dispatched on or about 16 April 2024. An offer of 50,000,000 quoted Options to Henslow Pty Ltd, as part of the consideration for the services provided by the Lead Manager to the Company in relation to the capital raising. A separate offer of 100,000,000 quoted Options to the Company's executive directors (being Jeromy Young and Peter Barber or their nominees. The Executive Director Offer is conditional upon the Company obtaining Shareholder approval to the issue of the Executive Director Options at the EGM.

Announced two new products at NAB global trade show: Ninja Phone "“ a video co-processor for the latest iPhones that lets you record from professional cameras onto the iPhone's storage; Sun Dragon - a unique "˜sun spectrum' range of LED lights, expanding product portfolio into an adjacent segment of video production ecosystem. Up to $16.0m capital raise (before costs) to recapitalise the Company, by way of: o $8.0m fully underwritten non-renounceable pro-rata entitlement offer to all eligible shareholders; and Doma has agreed to subunderwrite 100% of the Entitlement Offer o Up to $8.0m placement to institutional, industry and other professional participants, subject to shareholder approval. Jeromy Young and Peter Barber have committed to subscribe for $2.0m each. Paul Greenberg has committed to subscribe for $100k. Funds will be used to repay outstanding debt, finalise restructuring, invest in new product inventory & provide additional working capital. Lodged Notice of Meeting for an Extraordinary General Meeting to be held on Thursday, 16 May 2024, includes several important resolutions that will require shareholder approval. Lodged Prospectus outlining important details of the Placement and Entitlement Offer. Following discussions with ASX, subject to satisfaction of certain conditions, Atomos expects to return to ASX trading following completion and settlement of the Placement and Entitlement Offer.

The company lodges its H1 FY24 Results + Trading Update.

The company lodges its Half Yearly Report and Accounts.

Resolution 2 presented in the Notice of Meeting sent to shareholders, was put to shareholders at the adjourned sitting of the Company's Annual General Meeting today. The voting on this resolution was conducted via a poll and the resolution passed as a special resolution.

The company releases a notice of application for quotation of securities.

The company releases its Corporate Governance Statement and Appendix 4G.

The company lodges its Annual Report to shareholders.

The company releases the results of its meeting.

The company releases the Chair's Address to Shareholders.

The Audited Accounts, audited by Moore Australia, are well progressed and now largely in final form, pending further verification and clarity around various capital management initiatives. The Company has several options available and is prioritising discussions with parties in an expedited manner to optimise the outcome for all shareholders. Atomos expects to provide a further update on the release of the Audited Accounts and capital management initiatives by early December 2023.

Notice is hereby given that the Annual General Meeting of shareholders of Atomos Limited will be held on 30 November 2023 at 11 a.m. (AEDT) at the offices of Moore Australia Audit (VIC), Level 44, 600 Bourke Street, Melbourne, 3000.

The Novation Deed is unconditional as the conditions precedent have been satisfied, the transactions contemplated by the Novation Deed have now been completed and the Amended Facility has come into effect. The audit of the Company's annual financial report is anticipated to be finalised by early November. The Company is pursuing a recapitalisation plan, on which action is well progressed, and that it expects to be in a position to make a further announcement in this regard by mid-November 2023.

It is intended that Domazet FT3 Pty Ltd as trustee for The Domazet Family Trust No 3, a substantial holder of the Company, will replace Arrowpoint Capital Finance 103 Pty Ltd as financier of the debt funding arrangement currently provided by Arrowpoint. The terms offered by Doma are considerably more favourable to the Company than the arrangements currently in place, and include the capitalisation of interest, no scheduled amortisation, waiver of all financial covenants, and an increase in the available facility limit to $5 million with no line fee. The Company, Doma and Arrowpoint have entered into a Deed of Novation, Assignment and Amendment that provides for Doma's acquisition of the Debt Facility from Arrowpoint. The Novation Deed is conditional on, among other things, the Company having received a waiver from ASX from compliance with Listing Rule 10.1 or shareholder approval in accordance with Listing Rule 10.1. ASX has granted the Company a waiver in respect to Listing Rule 10.1, and therefore, the most significant condition precedent under the Novation Deed has been satisfied. The balance of the conditions are largely procedural and the parties are currently working through them with a view to completing the novation as soon as practicable.

The Company has been undertaking a comprehensive review of its cost base. Notable progress has already been made with this process and the Company is in the process of identifying further optimisations. These considered cost reductions and optimisations are resulting in a more balanced framework for future efficient growth and profitability of the business. In recognition of the decline in the Company's market capital, the size of the Board has been reduced and remaining non-executive directors have taken a 50% reduction in cash fees and waived their rights to equity-based remuneration for FY23. The strategic review of options available to maximise shareholder value has been undertaken by Henslow. To date, no sufficiently accretive corporate opportunity has been identified. The board will continue to monitor these opportunities closely, particularly when the global market environment begins to recover.

The independent Chair and remaining Non-Executive Director have agreed to waive their entitlements to performance rights which comprise 25% of their gross remuneration and to take a 50% reduction in cash-based directors' fees, with effect from 1 July 2023. This will result in a reduction of the Chair's total annual remuneration from $150,000.00 to $56,250.00 and a reduction of non-executive directors' annual fees from $100,000.00 to $37,500.00, to take account of the Company's current circumstances and assist cash preservation. The Board is further grateful to advisor, James Joughin, for agreeing concessional rates to assist the Company.

The company appoints James Joughin as an advisor to the Board effective immediately.

Deloitte Touche Tohmatsu has resigned as auditor of the Company, and Moore Australia Audit (Vic) has been appointed as the Company's incoming auditor.

The company releases its Half Year Results Presentation.

Deloitte has completed their review of the Interim Financial Statements for the half-year ended 31 December 2022 and these financial statements have been lodged with ASX. The strategic review is progressing well, and the Board of Directors expect to be in a position to provide an update on the process by the end of April.

The securities of Atomos Limited will continue to be suspended from quotation under Listing Rule 17.3, pending compliance with Listing Rule 19.11A (b) in relation to the disclaimer conclusion of the independent auditor in its review of AMS' half year financial report for the period ended 31 December 2022.

The company lodges its Half Yearly Report and Accounts.

The finalisation of the Atomos halfyear financial report has been further delayed, as Management is still working with the Company's auditors to address outstanding matters related to the key areas of review focus. Trading in the Company's securities will remain suspended pending release of the report, and the Company will provide an update on the anticipated timing of the finalisation of the report, once known.

S&P Dow Jones Indices announced today the changes in the S&P/ASX Indices, effective prior to the open of trading on Monday, March 20, 2023, as a result of the March quarterly review. AMS was removed.

Unaudited revenue of circa $21m, down circa 50% on previous corresponding period. Unaudited underlying EBITDA loss of circa $11m (down circa $14m on pcp). Annualised fixed cost base reduced by around 30% and strong inventory position enabling cash flow positive run-rate, supply and production certainty and substantial debt reduction. Noncash impairment to carrying value of intangible assets of circa $28m. Early take-up of cloud services encouraging with >60% average monthly growth in number of users and connected devices since BETA launched in September 2022. Requested voluntary suspension from trading pending finalisation of audit review process. Advisers appointed to undertake strategic review.

The securities of Atomos Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of ASX, pending the release of its financial statements ending 31 December 2022.

listed entity carried for record purposes only