ARC FUNDS LIMITED — Capital/Financing Update 2021

Nov 7, 2021

Proposed issue of securities

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Announcement Summary

Entity name

ARC FUNDS LIMITED

Announcement Type

New announcement

Date of this announcement

8/11/2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Unquoted Options	1,000,000
confirmed

Proposed +issue date 9/11/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

ARC FUNDS LIMITED

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

ACN

Registration Number

001746710

1.3 ASX issuer code

ARC

1.4 The announcement is

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New announcement

1.5 Date of this announcement

8/11/2021

1.6 The Proposed issue is:

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A placement or other type of issue

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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	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
New class

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 ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Unquoted Options No Yes	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Unquoted Options No Yes
New class-code to be confirmed	Unquoted Options

+Security type

Options

Number of +securities proposed to be issued

1,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Please describe the consideration being provided for the +securities

Nil consideration.

The issue relates to the investment in Magnum Holdings Australia Pty Ltd as announced to the ASX on 3 November 2021

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 1.0000 9/11/2024 Details of the type of +security that will be issued if the option is exercised ARC : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 1,000,000

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. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02446648-2A1335906?access_token=8 3ff96335c2d45a094df02a206a39ff4

Part 7C - Timetable

7C.1 Proposed +issue date 9/11/2021

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

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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?

1,000,000 Unquoted Options

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 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

Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Part consideration relating to the investment in Magnum Holdings Australia Pty Ltd as announced to the ASX on 3 November 2021 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 The Options will vest as follows: (i) upon the satisfaction of Vesting Condition 1, 500,000 Options will vest and become exercisable; and (ii) upon the satisfaction of Vesting Condition 2, 500,000 Options will vest and become exercisable. Vesting Condition 1 means the date on which the Fund is listed on the Chi-X and begins to operate.

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Vesting Condition 2 means the date that is the 1 year anniversary of the Vesting Condition 1 being satisfied, provided that the Fund remains in operation and listed and trading normally on the Chi-X.

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