BLACKWALL LIMITED — Major Shareholding Notification 2023

Dec 10, 2023

603 Page 1 of 3 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme BlackWall Limited

ACN/ARSN 146 935 131

1. Details of substantial holder (1)

Name Richard Hill

ACN/ARSN (if applicable)

The holder became a substantial holder on 07 / 12 / 2023

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary Shares	14,059,364	14,059,364	8.18%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
See Annexure A

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
See Annexure B

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-cash
Richard Hill	7/12/2023		1 BlackWall Limited share issued as takeover consideration for every 3	Ordinary Shares 14,059,364

603 Page 2 of 3 15 July 2001

shares held
in Pelorus
Private
Equity
Limited

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Richard Hill	PO Box 612, Neutral Bay, NSW 2089

Signature

ure
print name	Richard Hill	capacity	Director
sign here		date	11/12/2023

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".

603 Page 3 of 3 15 July 2001

• (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

603 GUIDE page 1/1 13 March 2000

ANNEXURE A

This is Annexure A of 1 page referred to in Form 603: "Notice of initial substantial holder" dated 11 December 2023.

==> picture [115 x 17] intentionally omitted <==

Holder of relevant interest	Nature of relevant interest(7)	Class and number of securities
Richard Hill	Beneficiary of the superannuation fund	10,727,775 ORD
Richard Hill	Holder	32,000 ORD
Richard Hill	Director and shareholder	8,000 ORD
Richard Hill	Director of the trustee and beneficiary of the superannuation fund	3,291,589 ORD
	TOTAL 14,059,364 ORD

603 GUIDE page 1/1 13 March 2000

ANNEXURE B

This is Annexure B of 1 page referred to in Form 603: "Notice of initial substantial holder" dated 11 December 2023.

==> picture [115 x 17] intentionally omitted <==

Holder of relevant interest	Registered holder of securities	Person entitled to be registered holder(8)	Class and number of securities
Richard Hill	Mr Richard Hill & Mrs Evelyn Hill Super FundA/C>	Mr Richard Hill & Mrs Evelyn Hill A/C>	10,727,775 ORD
Richard Hill	Mr Richard Hill	Mr Richard Hill	32,000 ORD
Richard Hill	Hillandip Pty Ltd	Hillandip Pty Ltd	8,000 ORD
Richard Hill	Tampopo Pty Ltd Family A/C>	Tampopo Pty Ltd Family A/C>	3,291,589 ORD

TOTAL 14,059,364 ORD