ARC FUNDS LIMITED — Capital/Financing Update 2021

May 9, 2021

10 May 2021

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Australian Rural Capital Entitlement Offer to raise approximately $3.127M

Australian Rural Capital Limited (ASX:ARC) ( ARC or Company ) announces that it is conducting a fully underwritten pro rata non-renounceable entitlement offer ( Entitlement Offer ) to raise approximately $3.127 million.

Under the Entitlement Offer, eligible shareholders are invited to subscribe for 1 new fully paid ordinary share ( New Share ) for every 1 existing ARC share ( Entitlement ) held at 5.00pm (AEST) on Thursday, 13 May 2021 ( Record Date ).

New Shares will be fully paid and rank equally in all respects with existing ARC ordinary shares. The Entitlement Offer will result in the issue of up to approximately 14.89 million New Shares, representing 100% of ARC’s existing securities on issue.

New Shares subscribed for under the Entitlement Offer will be allotted on Friday, 4 June 2021 and will commence trading on the ASX on Friday, 4 June 2021.

The proceeds of the capital raised from the Entitlement Offer will be used to:

• Provide working capital for the Company

• Undertake potential new investments including equity investments and/or acquisitions;

• Replenish the Company’s capital base following the return of capital to shareholders in the form of the Namoi Cotton shares

• cover the cost of conducting the Entitlement Offer.

The Entitlement Offer is fully underwritten by Taylor Collison Limited. Details of the underwriting of the Entitlement Offer are set out in the Entitlement Offer Document. The largest shareholder of the Company, Capital H Management Pty Ltd has entered into an irrevocable commitment to subscribe for their entire entitlement in the offer. Capital H Management Pty Ltd holds a 19.91% interest in the shares of the Company.

Entitlement Offer

The Entitlement Offer is non-renounceable and rights are not transferrable and will not be traded on the ASX or other exchange.

Shareholders with a registered address in Australia or New Zealand on the Record Date ( Eligible Shareholders) will be invited to participate in the Entitlement Offer. The Company will appoint a nominee[1] to subscribe for the New Shares that any ineligible Shareholders would have been entitled to and sell them on their behalf.

1 The appointment of the nominee is subject to ASIC approval. Australian Rural Capital Limited ABN 52 001 746 710 c/- Mertons Corporate Services, Level 7, 330 Collins Street, Melbourne VIC 3000 phone: +61 3 8689 9997

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The Entitlement Offer opens on Tuesday, 18 May 2021 and closes at 5.00pm (AEST) on Friday, 28 May 2021.

Further details about the Entitlement Offer will be outlined in the Entitlement Offer Document which will be lodged with the ASX on or before Tuesday, 18 May 2021 and available to view on the Australian Rural Capital website: https://www.ruralcapital.com.au.

ARC will send to Eligible Shareholders on or before Tuesday, 18 May 2021 the Entitlement Offer Document and personalised Entitlement and Acceptance Form. The Entitlement Offer opens on Tuesday 18 May 2021.

For Eligible Shareholders who wish to take up all or part of their Entitlement, payment must be made via BPAY®. Payment must be received before the Entitlement Offer closes at 5.00pm (AEST) on Friday, 28 May 2021.

Key Dates

Event Date	Event Date	Event Date	Event Date	Event Date	Event Date	Event Date	Event Date
Company announces Entitlement Offer and lodgement of Appendix 3B with ASX Pre-market - Monday, 10 May 2021
Lodgement of a cleansing notice under section 708AA(2)(f) of the Corporations Act with ASX. Monday, 10 May 2021
“Ex” Date where the Company’s existing shares will commence trading without the entitlement to participate in the Offer. Wednesday, 12 May 2021
Record Date for the Entitlement Offer as at 7:00pm (AEST) Thursday, 13 May 2021
Despatch of Entitlement Offer Document and Entitlement and Acceptance Form to Eligible Shareholders Tuesday, 18 May 2021
Entitlement Offer opens Tuesday, 18 May 2021
Entitlement Offer closes at 5:00pm (AEST) Friday, 28 May 2021
Announcement of Results of Entitlement Offer Wednesday, 2 June 2021
Allotment of New Shares under the Entitlement Offer before 12:00pm (AEST) Friday, 4 June 2021
	before 12:00	pm (AEST)

Australian Rural Capital Limited ABN 52 001 746 710

c/- Mertons Corporate Services, Level 7, 330 Collins Street, Melbourne VIC 3000 phone: +61 3 8689 9997

B:10366442_2 KHA

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Normal trading of New Shares issued under the Entitlement Offer	Friday, 4 June 2021
expected to commence on ASX
Despatch of holding statements	Friday, 4 June 2021

The timetable above is indicative only and may be subject to change without notice. Australian Rural Capital, with the consent of the Underwriter, reserves the right, subject to the Corporations Act, Listing Rules and other applicable laws to amend or vary any or all of the dates and times without notice. In particular, Australian Rural Capital reserves the right to extend the closing date of the Entitlement Offer, accept late applications (either generally or in particular cases) and to withdraw the Entitlement Offer without prior notice.

The commencement of quotation of New Shares is subject to confirmation from ASX.

Enquiries

For any enquiries please call Boardroom Pty Limited, ARC’s Share Registry, on 1300 737 760 or contact your stockbroker, accountant or professional adviser.

Further information in relation to the pro-rata non-renounceable Entitlement Offer can be found in the Entitlement Offer Document lodged with the ASX on or before Tuesday, 18 May 2021.

ENDS.

By order of the Board of Directors.

For Further Details contact: James Jackson, Executive Chairman Mobile: 0402435762 Email: james.jackson@ruralcapital.com.au

Mark Licciardo, Company Secretary Phone: +61 3 8689 9997 Email: markl@mertons.com.au

Australian Rural Capital Limited ABN 52 001 746 710

c/- Mertons Corporate Services, Level 7, 330 Collins Street, Melbourne VIC 3000 phone: +61 3 8689 9997

B:10366442_2 KHA