BABYLON PUMP & POWER LIMITED — Capital/Financing Update 2021

Mar 15, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Update Summary

Entity name

BABYLON PUMP & POWER LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

Tuesday March 16, 2021

Reason for update to a previous announcement

The Notice of Meeting (NOM) required to approve this issue was prepared immediately following the original announcement. Due to circumstances beyond the control of the Company, the NOM spent additional time with the ASX before it was approved.

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 7

Proposed issue of securities

Part 1 - Entity and announcement details

==> picture [21 x 22] intentionally omitted <==

1.1 Name of +Entity

BABYLON PUMP & POWER 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.

1.2 Registered Number Type

Registration Number

ACN 009436908

1.3 ASX issuer code

BPP

1.4 The announcement is

==> picture [8 x 9] intentionally omitted <==

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

The Notice of Meeting (NOM) required to approve this issue was prepared immediately following the original announcement. Due to circumstances beyond the control of the Company, the NOM spent additional time with the ASX before it was approved.

1.4b Date of previous announcement(s) to this update

Thursday February 25, 2021

1.5 Date of this announcement

Tuesday March 16, 2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

An offer of +securities under a +securities purchase plan

Proposed issue of securities

2 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

4A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Friday April 16, 2021	actual?	received/condition met?
		Actual

Comments

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

BPP : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description BPP : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 80,000,000

Proposed issue of securities

3 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Will the offer be conditional on applications for a minimum
number of +securities being received or a minimum amount
being raised (i.e. a minimum subscription condition)?
Yes
Describe the minimum subscription condition $500,000 or 20,000,000 ordinary shares
Will the offer be conditional on applications for a maximum
number of +securities being received or a maximum amount
being raised (i.e. a maximum subscription condition)?
No
Will individual security holders be required to accept the offer for
a minimum number or value of +securities (i.e. a minimum
acceptance condition)?
Yes
Is the minimum acceptance unit based or dollar based?
Dollar based ($)
Please enter the minimum acceptance value
$ 5,000
Will individual security holders be limited to accepting the offer
for a maximum number or value of +securities (i.e. a maximum
acceptance condition)?
Yes
Is the maximum acceptance unit based or dollar based?
Dollar based ($)
Please enter the maximum acceptance value
$ 30,000
Describe all the applicable parcels available for this offer in number of securities or dollar value $30,000
Reason for the update of 'Maximum Number of +securities proposed to be issued' Offer price details
Has the offer price been determined?
Yes
In what currency will the offer What is the offer price per
be made? +security?
AUD - Australian Dollar AUD 0.02500
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Yes

Proposed issue of securities

4 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Describe the scale back arrangements Scale-back to the extent and manner the Company sees fit; and Acceptance of oversubscriptions up to an additional $1.5m

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan

Thursday February 25, 2021

4C.2 +Record date

Wednesday February 24, 2021

4C.3 Date on which offer documents will be made available to investors

Tuesday March 2, 2021

4C.4 Offer open date

Tuesday March 2, 2021

4C.5 Offer closing date Wednesday April 14, 2021

4C.6 Announcement of results

Friday April 16, 2021

4C.7 +Issue date

Thursday April 22, 2021

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

Proposed issue of securities

5 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

4E.1 Will there be a lead manager or broker to the proposed offer? Yes

4E.1a Who is the lead manager/broker?

Canaccord Genuity (Australia) Ltd

4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

4% of the amount of any valid appplications received that are stamped by the Underwriter

4E.2 Is the proposed offer to be underwritten? Yes

4E.2a Who are the underwriter(s)?

Canaccord Genuity (Australia) Ltd

4E.2b What is the extent of the underwriting (ie the amount or proportion of the issue that is underwritten)?

$500,000 to be underwritten

4E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

6% of the underwritten amount

4E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

The SPP (and underwriting) is conditional upon the completion of the acquisition of 100% of the issued capital of Pilbara Trucks Pty Ltd; Delisting; Indices fall; Iron Ore Price fall; misleading SPP; prosecution

4E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Fund the cash component of the consideration payable by the Company for the acquisition of Pilbara Trucks Pty Ltd and for general working capital.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

Mauritius, Singapore, United Kingdom

Proposed issue of securities

6 / 7

Proposed issue of securities

4F.3 URL on the entity's website where investors can download information about the proposed offer

==> picture [21 x 22] intentionally omitted <==

https://babylonpumpandpower.com/s/SPP

4F.4 Any other information the entity wishes to provide about the proposed offer

Proposed issue of securities

7 / 7