BLACKWALL LIMITED — Capital/Financing Update 2019

Dec 2, 2019

==> picture [99 x 33] intentionally omitted <==

ASX Release

3 December 2019

WOTSO Demer er U date g p

==> picture [112 x 47] intentionally omitted <==

BlackWall Limited (ASX: BWF) (“BlackWall”) is pleased to update shareholders on the proposed demerger of its WOTSO coworking business, as first announced to ASX on 2 August 2019 (“Demerger”).

The Demerger involves a capital reduction which will be satisfied by an in-specie distribution of 86% of the shares in WOTSO Limited (“WOTSO”). As set out in the Notice of Meeting, in conjunction with the Demerger, WOTSO intends to raise capital by the following means:

1. a strategic placement to raise up to $30 million; and 2. an entitlement offer to raise up to $10 million.

WOTSO advises that the company has entered into a Memorandum of Understanding with a significant ASX listed diversified property group regarding an investment of up to $20 million under the strategic placement referred to above. The placement is subject to confidentiality while the relevant party completes due diligence enquiries, the negotiation of a subscription agreement, and approval of the Demerger at the BWF EGM to be held on the 20 December 2019. Under the arrangement if the investment is made the investing party will be entitled to appoint a nominee director to the WOTSO board.

It is expected that if due diligence enquiries are satisfactory to the investing party the subscription agreement will be executed by both parties prior to the BWF EGM.

The key dates for the Demerger were set out in the prospectus accompanying the Notice of Meeting and are repeated on the following page.

In addition, it is anticipated the documentation for the entitlement offer will be dispatched on or about the date of the BWF EGM.

Sophie Gowland Company Secretary BlackWall Limited

BLACKWALL LIMITED (ASX Code: BWF) ABN 37 146 935 131 50 Yeo Street, Neutral Bay, Sydney NSW 2089 Australia | PO Box 612, Neutral Bay, Sydney NSW 2089 Australia | Tel +61 2 9033 8611 | Fax +61 2 9033 8600 | www.blackwall.com.au

Key Demerger Dates

Key Demerger Dates
Despatch of the Notice of Meeting	Tuesday, 19 November 2019
Meeting to approve the DemergerBWF notifies ASX of the outcome of the meeting	10.30 am Friday, 20 December 2019
Ex-date for the capital reduction – the date on which Sharescommence trading on ASX without the entitlement to participatein the distribution	Friday, 3 January 2020
Record Date for capital reduction	Monday, 6 January 2020
Completion of Demerger including in specie distribution ofWOTSO Shares to eligible Shareholders and settlement of thestrategic placement	Friday, 10 January 2020
Share certificates for WOTSO Shares are posted to EligibleShareholders	Monday, 13 January 2020