DUSK GROUP LIMITED — Capital/Financing Update 2020

Oct 29, 2020

2 November 2020

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Dusk Group Limited - Pre-quotation disclosure

I refer to the initial public offering ( Offer ) of fully paid ordinary shares ( Shares ) in Dusk Group Limited ACN 603 018 131 ( Company ) on the Australian Securities Exchange ( ASX ) under the prospectus lodged with Australian Securities and Investments Commission ( ASIC ) on Friday, 2 October 2020 ( Prospectus ).

Capitalised terms used but not defined in this letter have the meaning given to them in the Prospectus.

The following information is provided as pre-quotation disclosure.

1 Basis of allocation of Shares

The allocation of Shares:

• (a) between the Broker Firm Offer, Institutional Offer and the Priority Offer; and

• (b) to participants within the Institutional Offer,

was determined by Shaw and Partners Limited, Canaccord Genuity (Australia) Limited (together, the Joint Lead Managers ) and the Company, having regard to certain agreed criteria, including those disclosed in the Prospectus.

The allocation of Shares to Broker Firm Applicants was determined by each Broker. Broker Firm Applicants may confirm their allocation of Shares by contacting the Broker or the IPO Offer Information Line on 1300 157 205 (within Australia) or +61 3 9415 4019 (outside Australia) from 8.30am to 5.00pm (Sydney time), Monday to Friday.

Institutional Investors under the Institutional Offer can confirm their allocation of Shares by contacting the Joint Lead Managers.

The allocation of Shares to participants under the Priority Offer was determined by the Company. Priority Offer Applicants may confirm their allocation by contacting the IPO Offer Information Line on 1300 157 205 (within Australia) or +61 3 9415 4019 (outside Australia) from 8.30am to 5.00pm (Sydney time), Monday to Friday.

2 Number of Shares issued and transferred

The number of Shares issued and transferred under each component of the Offer is:

• (a) Broker Firm Offer: 8,843,400;

• (b) Institutional Offer: 22,711,600; and

• (c) Priority Offer: 3,445,000.

3 Despatch of holdings statements

CHESS allotment notices, issuer sponsored holding statements and any refund money will be despatched on Tuesday, 3 November 2020.

Dusk Group Limited ACN 603 018 131 Building 1, Level 3 75 O’Riordan Street, Alexandria NSW 2015

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4 Escrow arrangements

Certain Shareholders have entered into voluntary escrow arrangements with the Company in relation to Shares they will hold on Completion of the Offer.

The total number of Shares subject to voluntary escrow is 26,126,534. The voluntary escrow restrictions will apply to:

Number of Shares	Escrow period
4,550,000	In respect of the following percentage of the Escrowed Sharesheld:25% – at the close of trading on ASX on the day ofannouncement of the Company’s unaudited financialresults for the financial year ending 30 June 2021;25% – at the close of trading on ASX on the day ofannouncement of the Company’s unaudited financialresults for the half year ending 31 December 2021; and50% – at the close of trading on ASX on the day ofannouncement of the Company’s unaudited financialresultsforthefinancialyearending 30 June2022.
21,576,534	At the close of trading on ASX on the day of announcement ofthe Company’s unaudited financial results for the financial yearending 30 June 2021, provided that 40% of the Escrowed Sharesheld will be released from escrow earlier if, after announcementof the Company’s unaudited financial results for the half yearending 31 December 2020 the volume-weighted average Shareprice for any 10 consecutive days beginning on the day after therelease of these results exceeds the Offer Price by at least 20%.

5 Issue of options

The Company confirms that 1,000,000 options have been issued pursuant to the equity incentive plan disclosed in section 6.3.4.2 of the Prospectus.

6 Capital structure

The capital structure of the Company on Completion of the Offer comprises of 62,267,865 fully paid ordinary shares and 1,000,000 options.

7 Further information

The IPO Offer Information Line administered by the Share Registry, which has been available to Applicants from the date the Broker Firm Offer opened, will remain open until after despatch of holding statements in order to deal with enquiries. The Company confirms that the number of available lines is expected to be sufficient to meet the anticipated volume of queries from Applicants.

The IPO Offer Information Line is 1300 157 205 (within Australia) or +61 3 9415 4019 (outside Australia) from 8.30am to 5.00pm (Sydney time), Monday to Friday.

Dusk Group Limited ACN 603 018 131 Building 1, Level 3 75 O’Riordan Street, Alexandria NSW 2015

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8 Documents enclosed for release to the market

Enclosed are the following documents:

• (a) the Company’s Appendix 1A;

• (b) the Company’s Information Form and Checklist;

• (c) the Prospectus;

• (d) the Constitution;

• (e) the Company’s audited accounts for the full years ended 1 July 2018, 30 June 2019 and 28 June 2020;

• (f) the Company’s equity incentive plan;

• (g) the Company’s securities trading policy;

• (h) a distribution schedule of the number of holders of Shares to be quoted; and

• (i) a statement setting out the names of the 20 largest Shareholders.

Yours faithfully

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Kate Sundquist Company Secretary

Dusk Group Limited ACN 603 018 131 Building 1, Level 3 75 O’Riordan Street, Alexandria NSW 2015