CL8 HOLDINGS LIMITED — Capital/Financing Update 2021

Apr 14, 2021

ASX ANNOUNCEMENT

15 APRIL 2021

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RENOUNCEABLE RIGHTS ISSUE TO RAISE UP TO $3.39 MILLION

Highlights

• 3-for-4 Renounceable Rights Issue to raise up to $3.39 million

• Attractively priced at $0.08 per share

• Discount of 20% to the last price of $0.10 and 27% to the 30 day VWAP

• With every 3 New Shares, shareholders receive 1 free attaching New Option

• New Options will have exercise price of $0.16, term of 2 years and will be quoted

• Shareholders can trade their rights and apply for additional shares and options

• Rights to start trading from 19 April 2021

• Major shareholders intend to participate for their full entitlement in excess of $1.5 million

• Funds to be used to accelerate the growth in the supply of vehicles available for subscription.

Carly Holdings Limited (ASX:CL8) ( Collaborate or the Company ) is pleased to announce that it is undertaking a renounceable rights issue to raise up to $3.39 million to primarily fund growth in the supply of vehicles available for subscription, demand generation and working capital ( Rights Issue ). The minimum subscription under the Entitlement Issue is $3.15 million.

The Rights Issue will be offered to shareholders registered at the Record Date of 20 April 2021 with a registered address in Australia and New Zealand ( Eligible Shareholders ) on the basis of three (3) New Shares for every four (4) Shares held, together with one (1) free attaching option for every three (3) New Shares subscribed for and issued. The free attaching options will be exercisable at $0.16 each and expire on 31 May 2023 ( New Options ). The Company will apply for the New Options to be quoted on ASX.

The Rights Issue offer price represents a discount of:

• 20% to the Company’s last close of $0.10 on the ASX; and

• 27% to the Company’s 30 day VWAP of $0.11.

On completion, the Company will be well-funded with up to $3.39 million available to accelerate the growth in the supply of vehicles available for subscription. Carly intends to allocate the capital to enable it to leverage the funds to deliver a significant increase in

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Suite 3, Level 7, 189 Kent Street, Sydney NSW 2000 Tel: +61 2 8889 3641 E: shareholder@carly.co W: www.carly.co ACN 066 153 982

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supply of vehicles, such that Carly will have an increased level of control over the availability and deployment of vehicles, enabling Carly to better address the significant demand for subscription vehicles and deliver stronger growth in revenues.

The onset of the COVID-19 pandemic has increased demand for Carly car subscription, and it has also caused disruptions to motor vehicle supply chains globally. Consequently, new vehicles are in limited supply and the price of used vehicles has increased. These conditions are expected to persist for the greater part of 2021. In consideration of these external factors and to satisfy increasing demand for subscription vehicles, Carly will seek to take greater control of securing vehicles for the subscription fleet to supplement vehicles already sourced via the existing capital light ownership model. Carly has also reduced costs in Q1 FY21 and will implement further cost savings in Q2 FY21.

Major shareholders of the Company have confirmed their intention to take up their rights under the Entitlement Issue totalling over $1.50 million, namely SG Fleet Management Pty Limited and Willoughby Capital Pty Ltd as trustee for the Willoughby Capital Trust.

The Rights Issue is open to all eligible shareholders who have a registered address within Australia or New Zealand, and who hold Shares on the Record Date. The Rights Issue will close on Friday, 7 May 2021 (unless extended), and eligible shareholders can apply for shortfall in excess of their entitlement. Shareholders can also trade their rights from Monday, 19 April 2021.

Mahe Capital Pty Ltd (ACN 634 087 84) (AFSL 517 246) has been engaged to act as Lead Manager to the Rights Issue.

All New Shares issued will rank equally with existing shares on issue and the Company will apply for quotation of the New Shares and Options. A prospectus in relation to the Rights Issue was lodged with ASIC on 15 April 2021 and, together with a personalised entitlement acceptance form, will be sent to eligible shareholders on Wednesday, 21 April 2021.

Eligible shareholders should consider the prospectus in deciding whether to acquire securities under the Rights Issue and will need to follow the instructions on the entitlement and acceptance form that will accompany the prospectus. The following are indicative dates in respect of the Rights Issue:

Event	Proposed Date
Lodgement of Prospectus with the ASIC	15 April 2021
Prospectus and Appendix 3B lodged with ASX	15 April 2021
Notice of Entitlement Issue sent to ineligible shareholders	16 April 2021
Existingsharesquoted on an ‘ex’ basis	19 April 2021
Record date	20 April 2021
Despatch of Rights Issue Documents to Eligible Shareholders Offer Period Opens	21 April 2021
Last dayto extend the Offer Period	4 May2021
Offer Period Closes	7 May2021
Notification of under-subscriptions to ASX(if any)	11 May2021
Shares Issued and Appendix 2A lodged with ASX Holdingstatements despatched	14 May 2021

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These dates are indicative only and may change, subject to compliance with the Corporations Act and the ASX Listing Rules.

This announcement was authorised to be given to the 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) www.carly.co/investors 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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