CL8 HOLDINGS LIMITED — Capital/Financing Update 2021

Dec 2, 2021

ASX ANNOUNCEMENT

3 DECEMBER 2021

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COMPLETION OF TRANCHE 2 PLACEMENT

Carly Holdings Limited (ASX:CL8) ( Carly or the Company ) is pleased to confirm that it has issued 8,185,125 fully paid ordinary shares ( Shares ) and 2,728,374 quoted options exercisable at $0.16 per option, with an expiry date of 31 May 2023 ( Options ) (together, Securities ) raising $0.65 million under the Tranche 2 Placement. Participants in the Tranche 2 Placement were major shareholders of the Company, SG Fleet Management Pty Limited and Willoughby Capital Pty Ltd as trustee for the Willoughby Capital Trust.

Additionally, the Company has issued 327,405 Options to a nominee of Mahe Capital Pty Ltd (ACN 634 087 84) (AFSL 517 246) ( Lead Manager ) who acted as lead manager and advisor to the Company on the rights issue and follow-on placement announced to ASX on 12 May 2021.

Shareholder approval was received at the annual general meeting held on 18 November 2021 for the issue of Securities under the Tranche 2 Placement and to the Lead Manager. Appendix 2A notices applying for quotation of the Securities have been lodged separately.

Secondary Trading Notice Pursuant to Paragraph 708A(5)(e) of the Corporations Act 2001 ("Act")

The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A of the Act. By giving this notice, a sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

• (a) the Company issued the Shares without disclosure to investors under Part 6D.2 of the Act;

• (b) as at the date of this Notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

• (c) as at the date of this Notice, there is no information:

  • (i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

  • (ii) that investor and their professional advisers would reasonably require for the purpose of making an informed assessment of:

    • a. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

    • b. the rights and liabilities attaching to the relevant Shares.

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This announcement was authorised to be given to ASX by the Board of Directors of Carly Holdings Limited.

Authorised by:

Chris Noone CEO and Director Carly Holdings Limited

For more information please contact:

Chris Noone CEO and Director Carly Holdings Limited E: shareholder@carly.co

About Carly Holdings Limited

Carly Holdings Limited (ASX:CL8) investors.carly.co/ is listed on the Australian Securities Exchange. It is Australia’s leading listed company focused on providing innovative mobility solutions for consumers and the automotive industry. Carly Holdings operates www.DriveMyCar.com.au Australia’s leading peer-to-peer car rental business, and www.Carly.co, Australia’s first flexible car subscription service.

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