FOS - Placement of Shares for ATS Acquisition

• FOS raises $3.7 million through a placement to fund the acquisition of Aldridge Traffic Systems
• The acquisition of ATS represents an attractively priced opportunity that enhances FOS's acquisition track record
• Total consideration for the acquisition of ATS is $3.1 million, including plant, equipment, inventory, and intellectual property

FOS Capital Limited ('FOS') has announced that it has conducted a placement to institutional and sophisticated investors to raise A$3.7 million, at an issue price of $0.30 per fully paid ordinary share. The funds raised will be used to fund the acquisition of street lighting business assets of Aldridge Traffic Systems ('ATS') from Traffic Technologies Ltd group (in Administration), as well as working capital and costs of the placement. FOS is also acquiring TTI's Deneefe, Sunny Signs, L&M and QTC business assets, which are non-core to FOS' operations and will be divested or shut down following the completion of the acquisition. The proposed acquisition of ATS represents an attractively priced opportunity that enhances FOS's proven acquisition track record and fast-tracks the Company's strategic objectives. The total consideration for the acquisition of ATS is $3.1 million, which includes plant and equipment of $0.9 million, inventory of $0.5 million, and intellectual property of $1.7 million. FOS management, through leveraging deep industry experience and a track record in successful turnarounds, are confident in restoring ATS to its former position within two years of acquisition following a period of declining sales due to limited execution, focus, and capital.

FOS expects to generate circa $0.5 million to $1.0 million from the divestment or shutdown of the non-core TTI business assets, which will be used as additional working capital to fund the restoration and expansion of the ATS business.