CL8 HOLDINGS LIMITED — Capital/Financing Update 2021

May 11, 2021

Proposed issue of securities

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Announcement Summary

Entity name

CARLY HOLDINGS LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday May 12, 2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CL8OB	OPTION EXPIRING 31-MAY-2023 DEFERRED	2,423,462

Proposed +issue date Friday May 14, 2021

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

CARLY HOLDINGS 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

ABN

Registration Number

60066153982

1.3 ASX issuer code

CL8

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Wednesday May 12, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

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

CL8OB : OPTION EXPIRING 31-MAY-2023 DEFERRED

Number of +securities proposed to be issued

2,423,462

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

1,696,057 options to be issued to the Lead Manager for every $2 raised under the rights issue in accordance with the terms of the Lead Manager Mandate. 400,000 options to be issued to the Lead Manager for every $2 raised under tranche 1 of the placement and 327,405 to be issued in relation to tranche 2 of the placement.

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Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000001

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

Part 7C - Timetable

7C.1 Proposed +issue date

Friday May 14, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

2,096,057 Options

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

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7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

The options are being issued to the lead manager as part consideration for services in relation to the rights issue and placement.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

327,405 options will be issued to the lead manager for every $2 raised under tranche 2 of the placement. Completion of tranche 2 of the placement is subject to receipt of all necessary regulatory and prior shareholder approvals.

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