ECS BOTANICS HOLDINGS LTD — Capital/Financing Update 2021

Mar 17, 2021

Proposed issue of securities

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Announcement Summary

Entity name

ECS BOTANICS HOLDINGS LTD

Announcement Type

New announcement

Date of this announcement

Thursday March 18, 2021

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

ASX +security code +Security description

Maximum Number of +securities to be issued

ECS ORDINARY FULLY PAID 45,581,417

Ex date

Monday March 22, 2021

+Record date

Tuesday March 23, 2021

Offer closing date

Monday April 19, 2021

Issue date

Monday April 26, 2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

ECS BOTANICS HOLDINGS LTD

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

Registration Number

ABN 98009805298

1.3 ASX issuer code

ECS

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Thursday March 18, 2021

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +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 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

ECS : ORDINARY FULLY PAID

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

If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No

Details of +securities proposed to be issued

ASX +security code and description

ECS : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

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Proposed issue of securities
The quantity of additional +securities	For a given quantity of +securities
to be issued	held
1	17
What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to
	rounding)
Fractions of 0.5 or more rounded up	45,581,417
Offer price details for retail security holders
In what currency will the offer be	What is the offer price per +security
made?	for the retail offer?
AUD - Australian Dollar	AUD 0.05000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

pro rata scale back

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

Part 3C - Timetable

3C.1 +Record date

Tuesday March 23, 2021

3C.2 Ex date

Monday March 22, 2021

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3C.4 Record date Tuesday March 23, 2021

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue Friday March 26, 2021

3C.6 Offer closing date

Monday April 19, 2021

3C.7 Last day to extend the offer closing date Wednesday April 14, 2021

3C.9 Trading in new +securities commences on a deferred settlement basis Tuesday April 20, 2021

3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors Thursday April 22, 2021

3C.11 +Issue date

Monday April 26, 2021

3C.12 Date trading starts on a normal T+2 basis Tuesday April 27, 2021

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Thursday April 29, 2021

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Xcel Capital Pty Ltd and Sanlam Private Pty Ltd

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% of total funds raised.

3E.2 Is the proposed offer to be underwritten? No

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3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer N/A Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue 1. Contribute toward the settlement of MM 2. Purchase further extraction equipment to further upgrade cannabis material increase product range and margin 3. European expansion and onboarding more customers locally. 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue Australia, New Zealand and the People's Republic of China 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No 3F.6 URL on the entity's website where investors can download information about the proposed issue https://ecsbotanics.com.au/ 3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

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