AdNeo Limited (ASX: AD1) is an AI-powered learning and workforce capability platform connecting education to employment. Its portfolio combines vocational education technology, enterprise learning, mentoring, recruitment and creative services through Catapult, Learnt, Art of Mentoring, ApplyDirect and Oliver Grace. Serving 850+ customers across education, government and enterprise, AdNeo generates 75%+ recurring revenue and is pursuing organic growth, AI-enabled platform expansion, cost efficiencies and accretive M&A across Australia’s education-to-workforce market.

Up to ~A$1.0 million (or approximately 40.0 million New Shares, representing approximately 10.5% of existing shares on issue) (before costs).

Following completion of the Offer, the Offeror will have approximately 420.5 million shares on issue.

AD1 is undertaking a non-underwritten capital raising of up to ~A$1.0m comprising:

• A Placement of approximately up to A$0.8 million to Professional and Sophisticated investors (“Institutional Placement”) under the Company’s existing placement capacity in accordance with ASX Listing Rule 7.1 and 7.1A; and
• Subject to shareholder approval, a Placement of approximately A$0.2 million to Professional and Sophisticated investors

(“Placement Tranche 2”). Board and management has committed to participate in the Offer for approximately A$0.2 million, which will be subject to shareholder approval at the EGM.

Discount

• 16.7% to last price ($0.030)
• 21.8% to 10 day VWAP ($0.032)

AdNeo is an Australian technology group building an integrated ecosystem for skills development, training delivery and workforce engagement. Through its specialist businesses, the Company provides education content and compliance tools, learning-management solutions, mentoring programs, recruitment platforms and digital design services. Its diversified customer base spans training providers, corporates and government, positioning AdNeo to support workforce capability needs from vocational education through to employee development and career progression.

• Large addressable market: AdNeo operates across an estimated A$31 billion Australian education-to-employment market, spanning VET, short-course training, enterprise learning and workforce retraining.
• Integrated platform: The Company brings together education technology, learning management, mentoring, recruitment and content services across a unified SaaS and AI-enabled ecosystem.
• Established customer traction: AdNeo services more than 850 customers across education, government and enterprise, with approximately 1.4 million students using its LMS platforms.
• Recurring revenue base: More than 75% of revenue is recurring under multi-year contracts, with management targeting 80%+ recurring revenue and 95%+ net revenue retention.
• Turnaround momentum: The Company reports an estimated A$2.5 million EBITDA improvement from FY25 to FY26, two consecutive positive EBITDA half-years and its first net cash-positive quarter in Q4 FY26; these FY26 figures are unaudited.
• Scalable growth strategy: Growth is expected to be driven by cross-selling, AI and platform investment, margin expansion, organic growth targets and a disciplined, accretive M&A program.
• Clear use of funds: The proposed A$1.0 million placement is intended to support cost-out initiatives, M&A execution, and technology platform and AI investment.