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ECP EMERGING GROWTH LIMITED Capital/Financing Update 2016

Jul 25, 2016

64817_rns_2016-07-25_0408b6c3-e3ff-4eaf-b21f-441f4bd29649.pdf

Capital/Financing Update

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==> picture [221 x 52] intentionally omitted <==

ABN 30 167 689 821 Suite 305, Level 3 343 George Street SYDNEY NSW 2000 Telephone 02 8651 6800 Facsimile 02 8651 6899

www.barrackst.com

$1.00 Options (ASX:BSTO) expire at 5:00pm (AEST) on 17 August 2016

I am writing to you as the holder of Barrack Street Investments Limited (BST or Company ) (ASX: BST) Options ( BST Options ). This letter is to notify you of the impending expiry of the BST Options at 5:00pm (AEST) on Wednesday 17 August 2016 ( Expiry Date ).

As a holder of BST Options, you may elect to do any of the following:

1. Exercise all or some of your BST Options

Each BST Option is exercisable into one (1) fully paid ordinary share in BST ( Share ) and the Exercise Price payable for each BST Option is $1.00 (1 dollar) in accordance with the terms of the BST Options. Should you wish to exercise your BST Options, you must do so in accordance with the instructions set out in the enclosed personalised Notice of Exercise of Option Form on or before the Expiry Date (further details are set out below).

2. Sell all or some of your BST Options 'on market'

If you elect not to exercise your BST Options, you may wish to consider selling your BST Options on the ASX. Your Options are currently trading on the ASX under the code BSTO. The closing price for BSTO on 12 July 2016 was $0.001. You may sell your BST Options at any time until the Options cease trading on 11 August 2016, which is four (4) business days before the Expiry Date ( Final Options Trading Date ).

3. Combination of both exercise and on-market sale

You may exercise some of your BST Options and sell some of your BST Options.

4. Do nothing.

If you do not sell or exercise your BST Options on or before the Final Options Trading Date or Expiry Date respectively, they will expire and will have no value. Once expired, you will have no further right or entitlement to those BST Options or the underlying Shares.

The exercise or sale of all or some of your BST Options is entirely at your discretion. You are under no obligation to exercise or sell your BST Options.

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If you decide to exercise your Options please consider the following information:

  • A. In accordance with ASX Listing Rule 6.24 and Appendix 6A of the ASX Listing Rules, the Company advises the following:

    1. The number of BST Options you hold at the date of this letter is set out in the enclosed personalized Notice of Exercise of Option Form.

    2. If you elect to exercise all or some of your BST Options, the Company must receive payment of the Exercise Price for each BST Option that you elect to exercise by 5:00pm (AEST) on the Expiry Date (which is Wednesday 17 August 2016).

    3. Those BST Options you do not elect to exercise or which you elect to exercise but the Exercise Price is not received by the Company by 5.00pm (AEST) on the Expiry Date, will expire.

    4. Quotation of your BST Options on the ASX will cease on 11 August 2016, which is four (4) business days before the Expiry Date.

    5. The last available closing price of the BST Shares prior to the date of this notice was $0.90 (on 12 July 2016).

    6. The highest and lowest sale price of the BST Shares during the three (3) months immediately before the date of this notice was:

Highest: $0.955 (on 06/05/2016) Lowest: $0.89 (on 07/07/2016)

  1. There are no arrangements in place to underwrite any unexercised BST Options.
  • B. The Notice of Exercise of Options Form enclosed contains information on the steps to be followed in order to pay the Exercise Price for each BST Option that you elect to exercise by either:

    1. Making a payment by BPAY using the Biller Code and Customer Reference Number set out on the Notice of Exercise of Options Form; or

    2. Completing and returning the payment slip attached to your Notice of Exercise of Options Form along with a cheque, bank draft or money order for the required exercise amount.

  • C. All Shares issued upon exercise of the BST Options will rank pari passu in all respects with the Company’s existing Shares including receiving the dividend to be paid in September 2016. The Company will apply for official quotation by the ASX of all Shares issued upon exercise of the BST Options.

I encourage you to carefully consider the choices available to you as a BST Option holder and to take the action that best suits your individual circumstances. If you are unsure whether you should take up your BST Options, you should contact your stockbroker, solicitor, accountant or other professional advisor.

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My fellow Directors, ECP Asset Management and I have announced that we will invest a further $2M into the Company by exercising our Options.

If, you have any questions regarding the BST Options or if, for any reason, you are unlikely to take up your BST Options, please let us know.

For further information, you can contact our Share Registry: Boardroom Boardroom Pty Limited via e-mail [email protected] or by calling 1300 737 760 (within Australia) or +61 (02) 9290 9600 (International) between 8:15am and 5:30pm (AEST) Monday to Friday.

Thank you for your ongoing support of Barrack Street Investments Limited.

Yours Faithfully

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Chairman

Barrack Street Investments Limited

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Barrack Street Investments Limited Options: Key Dates

Ability to exercise Options Now Last day of trading BSTO on the ASX 11 August 2016 Final date for exercise of Options 17 August 2016 Issue of new shareholding statements 07 September 2016 (latest date) Trading of new shares commences on ASX 08 September 2016

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ABN: 30 167 689 821

Barrack St Investments Limited Application for Shares on Exercise of Options

Options exercisable at A$1.00 expiring at 5.00pm (Sydney Time) on 17 August 2016

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Number of Options Registered in your name:

To be completed by Optionholder:

Number of Options being exercised:

Multiplied by Amount Paid: the exercise price of A$1.00

Payment may only be made by BPAY or cheque.

Cash will not be accepted via the mail or at Barrack St Investments Limited Share Registry. Please tick the relevant box below to confirm your method of payment.

Payment Option 1 – BPAY  (tick the relevant box)

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Telephone & Internet Banking - BPAY® Biller Code: Contact your bank, credit union or building society to make this payment from your cheque or savings account. Ref: More info : www.bpay.com.au ® Registered to BPAY Ltd ABN 69 079 137 518

  • If paying by BPAY you must still return this exercise notice with your signature(s) below

  • The amount of your payment received in the account divided by the exercise price will be deemed to be the total number of Options you are exercising

Payment Option 2 – Cheque (Record cheque details below)  (tick the relevant box)

DRAWER CHEQUE NO. BSB NO. ACCOUNT NO. AMOUNT $AUD
$
  • Only cheques or bank drafts in Australian dollars and drawn on a bank or financial institution in Australia will be accepted.

  • Your cheque or bank draft must be made payable to “Barrack St Investments Limited and crossed Not Negotiable and should be attached to this form.

  • The amount of your payment received in the account divided by the exercise price will be deemed to be the total number of Options you are exercising

To the Directors

Barrack St Investments Limited (‘ Company ’)

I/We being the registered holders of Options, each to acquire one Fully Paid Ordinary Share in the Company, hereby give notice of the exercise of Options and attach hereto my/our cheque payable to “BARRACK ST INVESTMENTS LIMITED” in payment of such exercise.

I/We agree to my/our name/s being placed on the Register of Members in respect of the number of shares in the Company allotted and to be bound by the Constitution of the Company.

Please sign here:

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director & Company Secretary Director Director / Company Secretary Telephone No. (Business Hours) ( )___________________________________ Date _______________________________

Lodgement of Application

POST: Barrack St Investments Limited C/- Boardroom Pty Limited, GPO Box 3993, SYDNEY NSW 2001 E-MAIL: [email protected]

Neither Boardroom Pty Limited nor the Company accepts any responsibility if you lodge this Application at any other address or by any other means

The terms and conditions of an Option are as follows:

Conversion rate

Each Option entitles the Option holder to subscribe for one Share in BST. No amount is payable on issue of the Options.

Exercise price

The exercise price of an Option is $1.00.

Exercise of Options

An Option is exercisable by the Option holder by lodging with the Registry a completed Notice of Exercise of Option, together with the exercise price for each Option to be exercised, and the relevant Option holding statement. Remittance must be made payable to BST and cheques should be crossed ‘not negotiable’.

An Option may be exercised at any time on any date after granting and prior to their final exercise date which will be 2 years from the date of their issue (Option Expiry Date). An Option not exercised on or before 5.00pm on the Option Expiry Date will lapse.

Allotment and holding statements

Shares to be issued pursuant to the exercise of an Option will be allotted and holding statements dispatched, no longer than fifteen business days after (but not including) the exercise date.

Transfer

The Options may be transferred wholly any time after granting and prior to the Option Expiry Date.

Voting Rights

An Option holder is not entitled to vote at any meeting of members of the Company in respect of the Options held by the Option holder.

Rights to Financial Statements and to Attend Meetings

Option holders will be sent all reports and financial statements required to be laid before members in general meeting and all notices of general meetings of members and will have the right to attend, but not to vote, at those meetings.

Holding Statement

Holding statements, sent out by the Registry to Option holders, will be accompanied by a summary of the terms of the Options, together with a Notice of Exercise of Options.

For further information, you can contact

Boardroom Pty Limited

Via e-mail: [email protected]

Or by calling 1300 737 760 (within Australia) or + 61 (02) 9290 9600 (International) between 8:15am and 5:30pm (AEST) Monday to Friday