GTN LIMITED — Capital/Financing Update 2016

Dec 4, 2016

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

GTN Limited

ABN 38 606 841 801

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully paid ordinary shares (Shares)
	Up to 20,743,535 Shares are expected to be issued pursuant to a fully underwritten pro rata accelerated non-renounceable entitlement offer, as detailed in the ASX announcement dated 5 December 2016 (Entitlement Offer). The exact number of Shares to be issued under the Entitlement Offer and the split between the:  institutional component of the offer; and  retail component of the offer, is to be finalised and is subject to reconciliation of shareholder entitlements androunding.

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

3 Principal terms of the The new Shares will have the same terms +securities (e.g. if options, as existing Shares. exercise price and expiry date; if partly paid[+] securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the[+] securities rank equally Yes in all respects from the[+] issue date with an existing[+] class of quoted[+] securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $2.90 per Share under the Entitlement Offer 6 Purpose of the issue The purpose of the Entitlement Offer is to: (If issued as consideration for  raise funds to support GTN’s U.S. the acquisition of assets, clearly expansion following the proposed identify those assets) acquisition of Radiate Media, LLC by a subsidiary of GTN. The acquisition is expected to complete on 5 December 2016 in the United States; and  pay for the costs of the Entitlement Offer. 6a Is the entity an[+] eligible entity No. that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder N/A resolution under rule 7.1A was passed

6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	The issue date under the institutional component of the Entitlement Offer is scheduled for 15 December 2016 and the issue date under the retail component of the Entitlement Offer is scheduled for 30 December 2016

8 Number and +class of all +securities quoted on ASX ( including the +securities in section 2 if applicable)

Number	+Class
After completion of the Entitlement Offer, approximately 221,955,827, subject to reconciliation of shareholder entitlements and rounding.	Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Number +Class 9 Number and +class of all Nil +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a No change. GTN’s dividend policy will trust, distribution policy) on the apply to the new Shares in the same way increased capital (interests) as for existing Shares.

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	No.
	Non-renounceable.
	1 new Share for every 9.7 Shares held at the record date
	Fully paid ordinary shares
	7:00pm (Sydney time) on 7 December 2016
	No.
	Fractions that arise in the calculation of a shareholder’s entitlement under the Entitlement Offer will be rounded up to thenearestwholenumberof newShares.

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue	For the institutional component of the Entitlement Offer, all countries other than Australia, Belgium, Canada, Denmark, France, Germany, Hong Kong, Ireland, Italy, Luxembourg, Netherlands, New Zealand, Norway, Singapore, Sweden, Switzerland, UAE (excluding the Dubai International Financial Centre), UK and the USA(qualified institutional buyers only pursuant to section 4(a)(2) of the Securities Act of 1933). For the retail component of the Entitlement Offer, all countries other than Australia andNew Zealand.
	The institutional component of the Entitlement Offer is scheduled to close on 5 December 2016. The retail component of the Entitlement Offer is scheduled to close on 20December 2016
	Macquarie Capital (Australia) Limited (ABN 79 123 199 548) (Underwriter)
	GTN has agreed to pay the Underwriter the following fees:  in relation to the proceeds raised from the institutional component of the Entitlement Offer, a total underwriting fee of 2.00% (excluding GST and proceeds from the GTCR Funds) and a total management fee of 0.50% (excluding GST); and  in relation to the proceeds raised from the retail component of the Entitlement Offer, a total underwriting fee of 2.00% (excluding GST and proceeds from William Yde III) and a total management fee of 0.50% (excluding GST).
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	No prospectus is being prepared. An investor presentation has been provided to ASX with this Appendix 3B. A retail entitlement offer booklet and entitlement and acceptance form are scheduled to be sent to eligible retail shareholders on 9 December 2016.
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	The issue date under the institutional component of the Entitlement Offer is scheduled for 15 December 2016 and the issue date under the retail component of the Entitlement Offer is scheduled for 30 December2016

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

• 34 Type of[+] securities ( tick one )

• (a) X +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of ] the additional[+] securities, and the number and percentage of additional +securities held by those holders

• 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought

39 +Class of +securities for which N/A quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

• 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all N/A N/A +securities quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

==> picture [379 x 106] intentionally omitted <==

5