GLOBAL MASTERS FUND LIMITED — Capital/Financing Update 2021

Oct 18, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

GLOBAL MASTERS FUND LIMITED

Announcement Type

New announcement

Date of this announcement

19/10/2021

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A non pro rata offer of securities under a disclosure document or product disclosure statement (PDS)

Total number of +securities proposed to be issued for a non pro rata offer of securities under a disclosure document or product disclosure statement (PDS)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Convertible Notes ASX:GFLGA	3225806
confirmed

Closing date for receipt of acceptances

12/11/2021

Proposed +issue date

24/11/2021

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

GLOBAL MASTERS FUND 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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ABN 84109047618

1.3 ASX issuer code

GFL

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

19/10/2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A non-+pro rata offer of +securities under a +disclosure document or +PDS

Proposed issue of securities

2 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 5 - Details of proposed non-pro rata offer under a disclosure document or PDS

Part 5A - Conditions

5A.1 Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer of +securities under a +disclosure document or + PDS can proceed on an unconditional basis? Yes

5A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 18/11/2021 Actual

Comments

Security holder approval to be sought at the Annual General Meeting

Part 5B - Offer details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

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

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? Yes Yes ASX +security code +Security description New class-code to be confirmed Convertible Notes ASX:GFLGA

+Security type

+Convertible debt securities

Proposed issue of securities

3 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

The number of +securities to be offered under the +disclosure document or +PDS 3,225,806

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes Is the minimum acceptance unit based or dollar based? Unit based Please enter the minimum acceptance value 646

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? No Offer price details Has the offer price been determined? Yes

In what currency will the offer be What is the offer price per +security? made? AUD 3.10000 AUD - Australian Dollar Oversubscription & Scale back details Will the entity be entitled to accept over-subscriptions? No

Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements GFL will seek to provide Applicants under the Priority Offer with an allocation of at least 646 GFL Notes on a reasonable endeavours basis. GFL does not guarantee any minimum allocation and the extent of any allocation will ultimately depend on the number of Applicants under the Priority Offer and total level of Applications under the Offer. Allocations to brokers and institutional investors under the Broker Firm Offer will be determined by GFL, in agreement with the Lead Manager. Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Proposed issue of securities

4 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

+Convertible debt securities details

These securities are: Type of security Convertible Convertible note or bond +Security currency Face value AUD - Australian Dollar AUD 3.1000 Interest rate type Fixed rate Frequency of coupon/interest First interest payment date payments per year Quarterly 31/12/2021 Interest rate per annum Is the interest rate per annum estimated at this time? 5.50000 % No

s128F of the Income Tax Assessment Act status applicable to the +security

s128F exempt

Is the +security perpetual (ie. no Maturity date maturity date)? 24/11/2026 No

Select other features applicable to the +security Redeemable

Is there a first trigger date on which a If yes, what is the first trigger date right of conversion, redemption, call 23/11/2023 or put can be exercised (whichever is first)? Yes

Details of the type of +security that will be issued if the securities are converted, transformed or exchanged

GFL : ORDINARY FULLY PAID

Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

Each Note converts into a number of shares determined by dividing the Conversion Amount (the Face Value of the note plus accrued but unpaid interest) by the Conversion Price ($3.10)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

www.globalmastersfund.com.au/gfl-notes/

Proposed issue of securities

5 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 5C - Timetable

5C.1 Lodgement date of +disclosure document or +PDS with ASIC 19/10/2021 5C.2 Date when +disclosure document or +PDS and acceptance forms will be made available to investors 20/10/2021 5C.3 Offer open date 27/10/2021 5C.4 Closing date for receipt of acceptances 12/11/2021 5C.6 Proposed +issue date 24/11/2021

Part 5D - Listing Rule requirements

5D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

5D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 18/11/2021

5D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

Part 5E - Fees and expenses

5E.1 Will there be a lead manager or broker to the proposed offer? Yes

5E.1a Who is the lead manager/broker?

Taylor Collison Limited 5E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

In consideration for management services provided to the Company in relation to the Offer, the Company will pay Taylor Collison Limited $75,000 (plus GST).

In addition, the Lead Manager will be paid an application fee of 1.25% (plus GST) of the total proceeds of the Broker Firm

Proposed issue of securities

6 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Offer raised by the Lead Manager and its associated Brokers from participating Wholesale and Sophisticated Clients and Retail Clients.

5E.2 Is the proposed offer to be underwritten?

==> picture [8 x 9] intentionally omitted <==

No

5E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

5E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Customary trustee, legal, registry and other costs

Part 5F - Further Information

5F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Proceeds of the Offer will be used to expand the investments in global securities. The deployment of the funds raised from the Offer will be consistent with GFLs investment objectives and investment strategy.

5F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

5F.2 Please explain the entity's allocation policy for the offer, including whether or not acceptances from existing +security holders will be given priority

GFL will seek to provide Applicants under the Priority Offer with an allocation of at least 646 GFL Notes on a reasonable endeavours basis. GFL does not guarantee any minimum allocation and the extent of any allocation will ultimately depend on the number of Applicants under the Priority Offer and total level of Applications under the Offer. Allocations to brokers and institutional investors under the Broker Firm Offer will be determined by GFL, in agreement with the Lead Manager.

5F.3 URL on the entity's website where investors can download the +disclosure document or +PDS

www.globalmastersfund.com.au/gfl-notes/

5F.4 Any other information the entity wishes to provide about the proposed offer

Proposed issue of securities

7 / 7