Delta Drone International to Expand Its Australian Drone-Based Services Through Acquisition of Arvista Pty Ltd - Seite 3

$0.04 per share (New Capital Raising Price), $384,000 worth of DLT shares at the New Capital Raising Price minus the number of shares already issued to the Sellers at Completion.

• DLT will be granted a Call Option to acquire the remaining 40% of the shares in Arvista that are not being acquired under the Initial Transaction, under which DLT will have the right but not the obligation to acquire the remaining Shares, exercisable at any time within five years of completing the Initial Transaction. Any exercise price will be determined on the following formula:
  • 1.5 x customer-based revenue generated by Arvista in the previous Financial Year, divided by the total number of Arvista shares on issue, multiplied by the number of Arvista shares held by the Sellers

• The purchase price under the Call Option will be payable 50% in cash and 50% in the issue of new shares in DLT at a price to be calculated on the 15-day Volume Weighted Average Price per share in the 15 trading days that preceded DLT lodging their Annual Report with the ASX in the then-current calendar year.
• DLT has also entered into a Shareholders Agreement with Arvista and the Sellers in relation to the management of, and shareholdings in, Arvista. DLT has a right to appoint up to two directors to the Board of Arvista. The Sellers are not entitled to appoint any directors to the Board of Arvista, however Evan McKern & Shane Mcleay intend to stay on as directors of Arvista at DLT’s request. DLT also has appropriate drag along rights to force minority shareholders to sell their shares in Arvista to a bone-fide third party.
• Both the Share Purchase Agreement and the Shareholders Agreement contain non- compete restrictions on the Sellers.
• DLT does not require and does not intend to seek shareholder approval in relation to the Initial Transaction.
• There are no changes to DLT’s Board proposed as a result of the Initial Transaction.

• The Share Purchase Agreement contains warranties and indemnities in favour of DLT.
• The Initial Transaction and Completion of the Share Purchase Agreement are subject to the conditions precedent set out below.
• The Share Purchase Agreement and the Shareholders Agreement contain various other terms and conditions that are considered standard for agreements of their nature.

Conditions precedent