LARK DISTILLING CO. LTD — Proxy Solicitation & Information Statement 2018

Apr 19, 2018

Australian Whisky Holdings Limited ACN 104 600 544

NOTICE OF GENERAL MEETING

to be held at 1.00pm AEST on Tuesday 22[nd] May 2018

at The York Conference and Function Centre

95-99 York Street SYDNEY NSW 2000

Registered Office:

Australian Whisky Holdings Limited

Level 4 283 George Street SYDNEY NSW 2000 Telephone: +61 2 8188 1491 Facsimile: +61 2 9252 5638

Australian Whisky Holdings Limited ABN 62 104 600 544

Notice is hereby given that the General Meeting of Shareholders of Australian Whisky Holdings Limited will be held at 1.00pm AEST on Tuesday, 22[nd] May, 2018 at The York Conference and Function Centre 95-99 York Street Sydney NSW 2000.

The Explanatory Notes to this Notice of Meeting provide additional information on matters to be considered at the Meeting. The Explanatory Notes and Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Notes are defined in Schedule 1 – Glossary .

AGENDA

1. Resolution 1 – Ratification of issue of Tranche 1 Placement Shares

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 106,573,568 fully paid ordinary shares in the Company issued on 14 March 2018 on the terms and conditions set out in the Explanatory Notes to Resolution 1 accompanying the Notice of Meeting.”

The Company will disregard votes cast in favour of Resolution 1 by or on behalf of:

• a person who participated in the Placement; or

• an Associate of that person.

However, the Company need not disregard a vote if:

• it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. Resolution 2 – Approval for issue of Tranche 2 Placement Shares

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be given in respect of the issue of 155,304,133 fully paid ordinary shares on the terms and conditions set out in the Explanatory Notes to Resolution 2 accompanying the Notice of Meeting.”

The Company will disregard votes cast in favour of Resolution 2 by or on behalf of:

• a person who is expected to participate in the issue of Shares considered under Resolution 2 as described in the Explanatory Notes, or any other person who will obtain a material benefit as a result of the passing of Resolution 2 (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• an Associate of that person.

However, the Company need not disregard a vote if:

• it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

1 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

3. Resolution 3 – Approval for participation in the Tranche 2 Placement by Director – Mr Rohan Boman

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given in respect of the issue a maximum of 7,500,000 fully paid ordinary shares to Mr Rohan Boman (or his nominee), a Director of the Company, under the Tranche 2 Placement, on the terms and conditions set out in the Explanatory Notes to Resolution 3 accompanying the Notice of Meeting.”

The Company will disregard votes cast in favour of Resolution 3 by or on behalf of Mr Rohan Boman and any of his Associates.

However, the Company need not disregard a vote if:

• it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. Resolution 4 – Approval to issue Shares to Mr Gary Mares in lieu of debts

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given in respect of the issue a maximum of 1,692,532 fully paid ordinary shares to Mr Gary Mares (or his nominee), a Director of the Company, at $0.030 per share in lieu of outstanding debts in relation to a loan facility provided to the Company by Mr Gary Mares, on the terms and conditions set out in the Explanatory Notes to Resolution 4 accompanying the Notice of Meeting.”

The Company will disregard votes cast in favour of Resolution 4 by or on behalf of Mr Gary Mares and any of his Associates.

However, the Company need not disregard a vote if:

• it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. Resolution 5 – Approval to issue Shares to Mr Terry Cuthbertson in lieu of debts

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given in respect of the issue a maximum of 3,926,136 fully paid ordinary shares to Mr Terry Cuthbertson (or his nominee), a Director of the Company, at $0.030 per share in lieu of outstanding debts in relation to a loan facility provided to the Company by Mr Terry Cuthbertson, on the terms and conditions set out in the Explanatory Notes to Resolution 5 accompanying the Notice of Meeting.”

The Company will disregard votes cast in favour of Resolution 5 by or on behalf of Mr Terry Cuthbertson and any of his Associates.

However, the Company need not disregard a vote if:

• it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

6. Resolution 6 – Approval to issue Shares to unrelated creditors

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be given in respect of the issue a maximum of 97,119,607 fully paid ordinary shares to unrelated creditors of the Company (or their nominees), at an issue price of $0.03 per Share, on the terms and conditions set out in the Explanatory Notes to Resolution 6 accompanying the Notice of Meeting.”

The Company will disregard votes cast in favour of Resolution 6 by or on behalf of:

• a person who is expected to participate in the issue of Shares considered under Resolution 6 as described in the Explanatory Notes, or any other person who will obtain a material benefit as a result of the passing of Resolution 6 (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• an Associate of that person.

However, the Company need not disregard a vote if:

• it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. Resolution 7 – Approval to issue Shares to Grillo Higgins Pty Ltd

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be given in respect of the issue a maximum of 3,333,333 fully paid ordinary shares to Grillo Higgins Pty Ltd (ACN 168 487 563) or its nominee, at an issue price of $0.03 per Share, on the terms and conditions set out in the Explanatory Notes to Resolution 7 accompanying the Notice of Meeting.”

The Company will disregard votes cast in favour of Resolution 7 by or on behalf of:

• a person who is expected to participate in the issue of Shares considered under Resolution 7 as described in the Explanatory Notes, or any other person who will obtain a material benefit as a result of the passing of Resolution 7 (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• an Associate of that person.

However, the Company need not disregard a vote if:

• it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

8. Resolution 8 – Approval to issue Shares to Clinton Steele

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be given in respect of the issue a maximum of 3,333,333 fully paid ordinary shares to Clinton Steele or his nominee, at an issue price of $0.03 per Share, on the terms and conditions set out in the Explanatory Notes to Resolution 8 accompanying the Notice of Meeting.”

The Company will disregard votes cast in favour of Resolution 8 by or on behalf of:

• a person who is expected to participate in the issue of Shares considered under Resolution 8 as described in the Explanatory Notes, or any other person who will obtain a material benefit as a result of the passing of Resolution 8 (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• an Associate of that person.

3 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

However, the Company need not disregard a vote if:

• it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

9. Resolution 9 – Approval to issue Shares to AW FIV Holdings, L.P.

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be given in respect of the issue a maximum of 100,000,000 fully paid ordinary shares to AW FIV Holdings, L.P. or its nominee, at an issue price of $0.03 per Share, on the terms and conditions set out in the Explanatory Notes to Resolution 9 accompanying the Notice of Meeting.”

The Company will disregard votes cast in favour of Resolution 8 by or on behalf of:

• a person who is expected to participate in the issue of Shares considered under Resolution 9 as described in the Explanatory Notes, or any other person who will obtain a material benefit as a result of the passing of Resolution 9 (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• an Associate of that person.

However, the Company need not disregard a vote if:

• it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

10. Resolution 10 – Approval to issue Options to Bell Potter Securities Limited

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be given in respect of the issue of options to Bell Potter Securities Limited as follows:

• Tranche 1 : 4,141,380 Options with the exercise price of $0.03 (3.0 cents) and expiry date of 3 years from the date of issue;

• Tranche 2 : 4,141,380 Options with the exercise price of $0.0375 (3.75 cents) and expiry date of 3 years from the date of issue; and

• Tranche 3: 4,141,380 Options with the exercise price of $0.045 (4.5 cents) and expiry date of 3 years from the date of issue,

on the terms and conditions set out in the Explanatory Notes to Resolution 10 accompanying the Notice of Meeting.”

The Company will disregard votes cast in favour of Resolution 10 by or on behalf of:

• a person who is expected to participate in the issue of Shares considered under Resolution 10 as described in the Explanatory Notes, or any other person who will obtain a material benefit as a result of the passing of Resolution 10 (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• an Associate of that person.

However, the Company need not disregard a vote if:

• it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

By Order of the Board of Australian Whisky Holdings Limited

==> picture [145 x 42] intentionally omitted <==

Gary Stewart Company Secretary Date: 17[th] April,2018

5 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

NOTES ON VOTING INFORMATION

1. A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on the Shareholder’s behalf. If the Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint not more than two proxies to attend and vote on the Shareholder’s behalf.

2. If a Shareholder appoints two proxies, each proxy should be appointed to represent a specified proportion or number of the Shareholder’s votes. In the absence of such a specification, each proxy will be entitled to exercise half the votes.

3. A proxy need not be a Shareholder of the Company.

4. To appoint a proxy (or two proxies), a proxy form must be signed by the Shareholder or the Shareholder’s attorney duly authorised in writing. If the Shareholder is a corporation, the proxy form must be signed either under the corporation’s common seal (if any) or under the hand of its attorney or officer duly authorised.

5. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the Meeting. Proxy forms and authorities may be sent to the Company by post, personal delivery, fax or email to:

Australian Whisky Holdings Limited

Street address: Boardroom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000 Australia

Mailing address: Boardroom Pty Limited, GPO Box 3993, Sydney 2001 NSW Australia

Fax: +61 2 9290 9655

provided that Shareholders who forward their proxy forms by fax or email are required to make available the original executed form of the proxy for production, if called upon so to do at the Meeting.

1. A corporate Shareholder entitled to attend and vote at the Meeting may appoint a body corporate representative to attend and vote for the Shareholder. Also, as noted previously, a body corporate may be appointed as a proxy.

The Company will accept the original appointment, a certified copy of the appointment or a certificate from the company giving notice of the appointment as satisfactory evidence of the appointment.

You can lodge your body corporate representative appointment document before the Meeting or present the document at the registration desk at the Meeting.

1. For the purposes of the Meeting, persons on the register of Shareholders as at 1.00pm AEST on 20[th] May,2018 will be treated as Shareholders. This means that if you are not the registered holder of a relevant Share at that time you will not be entitled to vote in respect of that Share.

2. How will the Chairman vote as proxy if the Shareholder has not directed the Chairman to vote?

The Chairman intends to vote in favour of all Resolutions. If a Shareholder appoints the Chairman of the Meeting as proxy and does not direct the Chairman how to vote on a Resolution then, if that Shareholder is entitled to vote on that Resolution, the Chairman will vote in favour of that Resolution.

6 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

EXPLANATORY NOTES

1. Background to Resolutions 1 and 2

1.1 Background

On 8 March 2018, the Company announced that it will undertake a capital raising exercise by way of a private placement of 261,877,701 fully paid ordinary shares to sophisticated and professional investors ( Placement ). The Shares under the Placement were to be issued in two tranches.

The first tranche consisted of 106,573,568 Shares which were issued on 14 March 2018 at an issue price of $0.03 per Share to raise $3,197,207.04 (before costs) ( Tranche 1 Placement ).

The second tranche will consist of 155,304,133 Shares at an issue price of $0.03 per Share to raise an additional $4,659,123.99 (before costs), subject to Shareholder approval under Resolution 2 ( Tranche 2 Placement ).

1.2 Use of funds

The Company intends to apply the funds raised under the Placement for:

• continuation of whisky buy-back programme;

• capital expenditure for stage 1 expansion of Nant Estate to increase production to approximately 700 barrels per year;

• planning for stage 2 expansion of Nant Estate involving the construction of an additional distillery on-site to increase production to approximately 1,500 barrels per year; and

• investment in sales, marketing, distribution, additional staff and transaction costs.

Resolution 1 seeks ratification of the issue of the Tranche 1 Placement Shares under ASX Listing Rule 7.4. Resolution 2 seeks Shareholder approval for the issue of Shares under Tranche 2 Placement pursuant to ASX Listing Rule 7.1.

2. Resolution 1 - Ratification of issue of Tranche 1 Placement Shares

2.1 Background

The purpose of Resolution 1 is to ratify the issue of:

• (a) 63,944,141 Tranche 1 Placement Shares to Tranche 1 Placement Participants, which was undertaken by way of placement to Tranche 1 Placement Participants under the Company’s placement capacity pursuant to ASX Listing Rule 7.1; and

• (b) 42,629,427 Tranche 1 Placement Shares to Tranche 1 Placement Participants, which was undertaken by way of placement to Tranche 1 Placement Participants under the Company’s placement capacity pursuant to ASX Listing Rule 7.1A, which was approved by Shareholders at the Company’s previous annual general meeting held on 28 November 2017.

2.2 ASX Listing Rules

ASX Listing Rule 7.1 provides that a company must not, without prior approval of shareholders, issue or agree to issue equity securities if the equity securities will in themselves or when aggregated with the equity securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, a company that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period the approval is valid a number of equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12month period as adjusted in accordance with the formula in ASX Listing Rule 7.1.

The Tranche 1 Placement Shares were issued within the limitations of ASX Listing Rule 7.1 and 7.1A.

Under ASX Listing Rule 7.4, an issue of equity securities under ASX Listing Rule 7.1 and 7.1A will be treated as having been made with the approval of shareholders if the issue did not breach the ASX Listing Rules and shareholders subsequently approve the issue of the equity securities.

The Company confirms that the issue of the Tranche 1 Placement Shares did not breach ASX Listing Rule 7.1 or 7.1A.

7 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

Accordingly, under Resolution 1, the Company is now seeking Shareholder approval for and ratification of, the issue of the Tranche 1 Placement Shares, in accordance with ASX Listing Rule 7.4, comprising the following:

• (a) 63,944,141 Shares to Tranche 1 Placement Participants, so that the Company’s 15% placement capacity under ASX Listing Rule 7.1 will be refreshed; and

• (b) 42,629,427 Shares to Tranche 1 Placement Participants, so that the Company’s 10% placement capacity under ASX Listing Rule 7.1A will be refreshed.

2.3

Technical information required under ASX Listing Rule 7.5

Pursuant to and in accordance with the requirements of ASX Listing Rule 7.5, the following information is provided in relation to the proposed ratification the subject of Resolution 1:

(a) Number of securities issued

A total of 106,573,568 Tranche 1 Placement Shares were issued on 14 March 2018: 63,944,141 Tranche 1 Placement Shares were issued under ASX Listing Rule 7.1 and 42,629,427 Tranche 1 Placement Shares were issued under ASX Listing Rule 7.1A.

(b) Issue price

The Tranche 1 Placement Shares were issued at a price of $0.03 (3.0 cents) per Tranche 1 Placement Share.

(c) Terms of the securities issued

The Tranche 1 Placement Shares issued pursuant to the Tranche 1 Placement will be fully paid ordinary shares in the capital of the Company and will rank equally with other Shares on issue.

(d) Name of the person to whom securities were issued

The Tranche 1 Placement Shares were issued to the Tranche 1 Placement Participants being a group of more than 50 sophisticated and professional investors none of whom are related parties of the Company. The Placement was co-ordinated by Bell Potter as Lead Manager and Bookrunner.

(e) The use of the funds

Please refer to section 1.2 of the Explanatory Notes for further information on the Company’s intended use of funds.

(f) Voting exclusion statement

A voting exclusion statement for Resolution 1 is included in the Notice preceding the Explanatory Notes.

2.4

Board recommendation

The Directors believe that the ratification of the issue of Tranche 1 Placement Shares is beneficial for the Company, as it will enhance the Company’s flexibility to raise further securities representing up to 15% of the Company’s share capital during the next 12 months under ASX Listing Rule 7.1, and up to the 10% placement capacity under ASX Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

In particular, the Directors believe that if the approval of Resolution 1 is not obtained at the Meeting, the Company may be required to incur the additional costs and delay of convening another general meeting of the Company if the Company proposes to issue equity securities which do not fall under an exception to the 15% rule in ASX Listing Rule 7.2.

On the basis of the foregoing, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

3. Resolution 2 - Approval for issue of Tranche 2 Placement Shares

3.1

Background

Pursuant to Resolution 2, the Company proposes to issue the Tranche 2 Placement Shares, being 155,304,133 Tranche 2 Placement Shares to the Tranche 2 Placement Participant, at an issue price of $0.03 (3.0 cents) per Share to raise an additional $4,659,123.99 (before costs).

8 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

3.2 ASX Listing Rules

ASX Listing Rule 7.1 provides, in summary, that unless an exemption applies, a company must not, without prior approval of shareholders, issue or agree to issue equity securities if the equity securities will in themselves or when aggregated with the equity securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12-month period.

Given that the Tranche 2 Placement Shares to be issued will exceed the Company’s available 15% placement capacity, shareholder approval is required under ASX Listing Rule 7.1.

Accordingly, for the purposes of ASX Listing Rule 7.1, Resolution 2 seeks Shareholders’ approval to allow the Company to issue the Tranche 2 Placement Shares to the Tranche 2 Placement Participants.

3.3 Technical information required under ASX Listing Rule 7.3

Pursuant to and in accordance with the requirements of ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

(a) Number of securities issued

The maximum number of Shares the Company can issue pursuant to Resolution 2 is 155,304,133 Shares.

• (b) Date of issue

The Tranche 2 Placement Shares will be issued no later than 3 months after the date of Shareholder approval pursuant to Resolution 2 (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

• (c) Issue price

The Tranche 2 Placement Shares were issued at a price of $0.03 (3.0 cents) per Tranche 2 Placement Share.

• (d) Terms of the securities issued

The Tranche 2 Placement Shares issued pursuant to the Tranche 2 Placement will be fully paid ordinary shares in the capital of the Company and will rank equally with other Shares on issue.

(e) Name of the person to whom securities were issued

The Tranche 2 Placement Shares are to be issued to the Tranche 2 Placement Participants, being a group of more than 50 sophisticated and professional investors none of whom are related parties of the Company, other than Rohan Boman. The Placement was co-ordinated by Bell Potter as Lead Manager and Bookrunner .

• (f) The use of the funds

The purpose of the issue of Tranche 2 Placement Shares was to raise fund for general working capital requirements.

Please refer to section 1.2 of the Explanatory Notes for further information on the Company’s intended use of funds.

(g) Voting exclusion statement

A voting exclusion statement for Resolution 2 is included in the Notice preceding the Explanatory Notes.

3.4 Board recommendation

The Directors believe that the proposed issue of Tranche 2 Placement Shares is beneficial for the Company and recommend Shareholders vote in favour of Resolution 2 because the funds to be provided by the Tranche 2 Placement Participants will enable the Company to have the required working capital to fund its operations, as set out in Section [4.2] of the Explanatory Notes.

9 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

4. Resolution 3 - Approval for participation in the Tranche 2 Placement by Director – Mr Rohan Boman

4.1

Background

As set out in Section 1.1 of Explanatory Notes, the Company will undertake a capital raising exercise under Tranche 1 Placement and Tranche 2 Placement, subject to Shareholder approval under Resolution 2.

Mr Rohan Boman, being one of the Directors of the Company has agreed to support the Company’s capital raising initiatives by participating in the Tranche 2 Placement.

Under the Tranche 2 Placement, Mr Boman will subscribe for 7,500,000fully paid ordinary shares in the Company at a price of $0.03 (3.0 cents) per Share, subject to Shareholder approval of this Resolution 3.

4.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires an ASX listed company to obtain Shareholder approval by ordinary resolution prior to the issue of securities to a related party, except if an exception to ASX Listing Rule 10.11 is applicable.

As a Director, Mr Rohan Boman is a related party of the Company. Accordingly, Shareholder approval for the participation of Mr Boman in the Tranche 2 Placement is required under ASX Listing Rule 10.11.

If shareholder approval is given for the purposes of Listing Rule 10.11, approval will not be required under ASX Listing Rule 7.1. Accordingly, and pursuant to Exception 14 to ASX Listing Rule 7.1, the issue of Tranche 2 Placement Shares to Mr Boman will not reduce the Company’s available placement capacity under ASX Listing Rule 7.1 if Shareholder approval is obtained for Resolution 3.

4.3 Technical information required under ASX Listing Rule 10.13

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 3:

(a) Name

The Tranche 2 Placement Shares the subject of Resolution 3 will be issued to Mr Boman (or his nominee), a Director of the Company.

• (b) Maximum number of securities to be issued

The maximum number of Tranche 2 Placement Shares to be issued to Mr Boman is 7,500,000.

(c) Issue price

The Tranche 2 Placement Shares the subject of Resolution 3 will be issued at an issue price of $0.03 each (3.0 cents).

(d) Date on which the securities will be issued

If Shareholder approval is obtained for Resolution 3, the Company will issue the Tranche 2 Shares to Mr Boman as soon as is practicable after the Meeting, and in any event no later than 1 month after the date of the Meeting.

• (e) The use of the funds

As stated in Section 3.3(f) of the Explanatory Notes, the purpose of the issue of Tranche 2 Placement Shares was to raise funds for general working capital requirements.

Please refer to section 1.2 of the Explanatory Notes for further information on the Company’s intended use of funds

• (f) Voting exclusion statement

A voting exclusion statement for Resolution 3 is included in the Notice preceding the Explanatory Notes.

10 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

4.4 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

It is the view of the Board that Shareholder approval under Chapter 2E of the Corporations Act is not required for the issue of Tranche 2 Placement Shares to Mr Boman (or his nominee), as the issue of Shares falls within the exception under section 210 of the Corporations Act.

Section 210 of the Corporations Act provides that shareholder approval is not required for a company to give a financial benefit on terms that:

• (a) would be reasonable in the circumstances if the public company and the related party were dealing at arm’s length; or

• (b) are on terms that are less favourable to the related party than would be given if the parties were dealing at arm’s length.

In forming this view, the Board noted that the terms upon which Mr Boman will acquire the Tranche 2 Placement Shares are the same terms as the other third party investors who will participate in the Placement.

Accordingly, the terms of the issue of Tranche 2 Placement Shares to Mr Boman (or his nominee) were negotiated on an arm’s length basis and are reasonable in the circumstances.

5. Resolution 4 - Approval to issue Shares to Mr Gary Mares in lieu of debts

5.1 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires an ASX listed company to obtain Shareholder approval by ordinary resolution prior to the issue of securities to a related party, except if an exception to ASX Listing Rule 10.11 is applicable.

As a Director, Mr Gary Mares is a related party of the Company. The issue of Shares to related parties in lieu of outstanding director loans does not fall within any exception to ASX Listing Rule 10.11. Accordingly, Resolution 4 seeks under ASX Listing Rule 10.11 for the proposed issue of the Shares to Mr Gary Mares in lieu of repayment of a loan facility provided by Mr Mares to the Company in the amount of $50,000 ( Mares Loan ).

If shareholder approval is given for the purposes of Listing Rule 10.11, approval will not be required under ASX Listing Rule 7.1. Accordingly, and pursuant to Exception 14 to ASX Listing Rule 7.1, the issue of Shares to Mr Mares will not reduce the Company’s available placement capacity under ASX Listing Rule 7.1 if Shareholder approval is obtained for Resolution 4.

The Share issue proposed under Resolution 4 is the result of Mr Mares agreeing to forego cash payments ($50,000) for the Mares Loan and an additional amount of $775.97 being interest on the loan to 30 April 2018, and does not constitute an additional payment to Mr Mares.

An alternative to the issue of the Shares to Mr Mares would be to make full repayment of the Mares Loan in cash. Whilst the Board remains mindful of the need to minimise dilution to shareholders, the Board considers that the issue of Shares to Mr Mares in lieu of debt is an appropriate and responsible measure to reduce the cash expenditure of the Company, whilst concurrently aligning the interests of Mr Mares with that of shareholders.

11 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

5.2 Technical information required under ASX Listing Rule 10.13

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 4:

• (a) Name

The Shares the subject of Resolution 4 will be issued to Mr Mares (or his nominee), a Director of the Company.

• (b) Maximum number of securities to be issued

The maximum number of Shares to be issued to Mr Mares is 1,692,532 Shares.

• (c) Issue price

The Shares the subject of Resolution 4 will be issued at a deemed issue price of $0.030 (3.0 cents) each for nil cash consideration in satisfaction of amounts owing to Mr Mares.

(d) Date on which the securities will be issued

If Shareholder approval is obtained for Resolution 4, the Company will issue the Shares as soon as is practicable after the Meeting, and in any event no later than 1 month after the date of the Meeting.

• (e) The use of the funds

No funds will be raised by the issue of shares to Mr Mares (or his nominee), although the Company’s liability to Mr Mares in relation to his debt will be fully satisfied by the issue of the Shares, thus preserving the Company’s cash to that extent.

• (f) Voting exclusion statement

A voting exclusion statement for Resolution 4 is included in the Notice preceding the Explanatory Notes.

5.3 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

It is the view of the Board that Shareholder approval under Chapter 2E of the Corporations Act is not required for the issue of Shares to Mr Mares (or his nominee), as the issue of Shares falls within the exception under section 210 of the Corporations Act.

Section 210 of the Corporations Act provides that shareholder approval is not required for a company to give a financial benefit on terms that:

• (a) would be reasonable in the circumstances if the public company and the related party were dealing at arm’s length; or

• (b) are on terms that are less favourable to the related party than would be given if the parties were dealing at arm’s length.

In forming this view, the Board noted that the loan funds were advanced on or about 28 February 2017 and the price of the Shares to be issued to Mr Mares (or his nominee) is equal to the price of the Shares to be issued under the Placement and the Shares to be issued to unrelated creditors the subject of Resolution 4, which was set having regard to current market conditions and demand.

Accordingly, the terms of the issue of Shares to Mr Mares (or his nominee) were negotiated on an arm’s length basis and are reasonable in the circumstances.

12 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

5.4 Board recommendation

Each Director (with the exception of Mr Mares) recommends that Shareholders vote in favour of Resolution 4. Each Director (with the exception of Mr Mares) confirms that he has no personal interest in the outcome of Resolution 4.

6. Resolution 5 - Approval to issue Shares to Mr Terry Cuthbertson in lieu of debts

6.1 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires an ASX listed company to obtain Shareholder approval by ordinary resolution prior to the issue of securities to a related party, except if an exception to ASX Listing Rule 10.11 is applicable.

As a Director, Mr Terry Cuthbertson is a related party of the Company. The issue of Shares to related parties in lieu of outstanding director loans does not fall within any exception to ASX Listing Rule 10.11. Accordingly, Resolution 5 seeks under ASX Listing Rule 10.11 for the proposed issue of the Shares to Mr Cuthbertson in lieu of repayment of loan facilities provided by Mr Cuthbertson and Kore Management Services Pty Ltd to the Company in an aggregate amount of $117,784.08 (including interest to 30 April 2018) ( Cuthbertson Loan ).

If shareholder approval is given for the purposes of Listing Rule 10.11, approval will not be required under ASX Listing Rule 7.1. Accordingly, and pursuant to Exception 14 to ASX Listing Rule 7.1, the issue of Shares to Mr Cuthbertson will not reduce the Company’s available placement capacity under ASX Listing Rule 7.1 if Shareholder approval is obtained for Resolution 5.

The Share issue proposed under Resolution 5 is the result of Mr Cuthbertson agreeing to forego cash payments ($117,784.08) for the Cuthbertson Loan, and does not constitute an additional payment to Mr Cuthbertson.

An alternative to the issue of the Shares to Mr Cuthbertson would be to make full repayment of the Cuthbertson Loan in cash. Whilst the Board remains mindful of the need to minimise dilution to shareholders, the Board considers that the issue of Shares to Mr Cuthbertson in lieu of debt is an appropriate and responsible measure to reduce the cash expenditure of the Company, whilst concurrently aligning the interests of Mr Cuthbertson with that of shareholders.

6.2 Technical information required under ASX Listing Rule 10.13

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 5:

(a) Name

The Shares the subject of Resolution 5 will be issued to Mr Cuthbertson (or his nominee), a Director and chairman of the Company.

(b) Maximum number of securities to be issued

The maximum number of Shares to be issued to Mr Cuthbertson is 3,926,136 Shares.

(c) Issue price

The Shares the subject of Resolution 5 will be issued at a deemed issue price of $0.030 (3.0 cents) each for nil cash consideration in satisfaction of amounts owing to Mr Cuthbertson.

(d) Date on which the securities will be issued

If Shareholder approval is obtained for Resolution 5, the Company will issue the Shares as soon as is practicable after the Meeting, and in any event no later than 1 month after the date of the Meeting.

(e) The use of the funds

No funds will be raised by the issue of shares to Mr Cuthbertson (or his nominee), although the Company’s liability to Mr Cuthbertson in relation to his debt will be fully satisfied by the issue of the Shares, thus preserving the Company’s cash to that extent.

(f) Voting exclusion statement

A voting exclusion statement for Resolution 5 is included in the Notice preceding the Explanatory Notes.

13 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

6.3 Chapter 2E of the Corporations Act

It is the view of the Board that Shareholder approval under Chapter 2E of the Corporations Act is not required for the issue of Shares to Mr Cuthbertson (or his nominee), as the issue of Shares falls within the exception under section 210 of the Corporations Act.

A summary of Section 210 of the Corporations Act is set out in section 5.3 of the Explanatory Notes.

In forming this view, the Board noted that the loan funds were advanced in three separate advances on 3 November 2017 and on 6 and 12 February 2018 and the price of the Shares to be issued to Mr Cuthbertson (or his nominee) is equal to the price of the Shares to be issued under the Placement and the Shares to be issued to unrelated creditors the subject of Resolution 5, which was set having regard to current market conditions and demand.

Accordingly, the terms of the issue of Shares to Mr Cuthbertson (or his nominee) were negotiated on an arm’s length basis and are reasonable in the circumstances.

6.4 Board recommendation

Each Director (with the exception of Mr Cuthbertson) recommends that Shareholders vote in favour of Resolution 5. Each Director (with the exception of Mr Cuthbertson) confirms that he has no personal interest in the outcome of Resolution 5.

7. Resolution 6 - Approval for issue of Shares to unrelated creditors

7.1 Background

The Company and some of its creditors ( Unrelated Creditors ) have agreed that the amount owed to the Unrelated Creditors should be made payable by way of the issue of Shares, subject to the approval by Shareholders, so that the Company can preserve its cash reserves.

Resolution 6 seeks Shareholder approval for the issue of 97,119,607 Shares at a deemed issue price of $0.03 per Share in satisfaction of amounts owed to Unrelated Creditors.

A summary of ASX Listing Rule 7.1 is set out in in Section 2.2 above.

The effect of Resolution 6 will be to allow the Company to issue the Shares to the Unrelated Creditors during the period of 3 months after the Meeting without affecting the Company’s 15% annual placement capacity under ASX Listing Rule 7.1 or the additional 10% placement capacity under ASX Listing Rule 7.1A, subject to Resolution 1 being approved by Shareholders.

7.2 Technical information required under ASX Listing Rule 7.3

Pursuant to and in accordance with the requirements of ASX Listing Rule 7.3, the following information is provided in relation to Resolution 6:

(a) Number of securities issued

The maximum number of Shares the Company can issue pursuant to Resolution 6 is 97,119,607 Shares.

(b) Date of issue

The Shares the subject of Resolution 6 will be issued no later than 3 months after the date of Shareholder approval pursuant to Resolution 6 (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

(c) Issue price

The Shares the subject of Resolution 6 will be issued at a deemed issue price of $0.03 (3.0 cents) each in satisfaction of amounts owing to the Unrelated Creditors.

(d) Terms of the securities issued

The Shares issued will be fully paid ordinary shares in the capital of the Company and will rank equally with other Shares on issue.

(e) Name of the person to whom securities were issued

The Shares the subject of Resolution 6 will be issued to the following Unrelated Creditors (or their nominees), none of whom are related parties of the Company:

14 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

Unrelated Creditors	Amount owed at 30 April 2018 ($)	Number of Shares to be issued
AKLEE Pty Limited ATF AKLEE Superannuation Fund	86,601.55	2,886,718
Jon Birch	234,867.02	7,828,901
Cloudcentre Pty Ltd	432,867.67	14,428,922
Jon Birch (Super Fund A/c)	688,808.38	22,960,279
Kat Suen	40,707.67	1,356,922
Stack Super (NSW) Pty Ltd ATF Stack Super Fund	100,000	3,333,333
Stack2 Superfund Pty Ltd ATF Stack2 Superfund	50,000	1,666,667
Chadrawy Investments Pty Ltd ATF Chadrawy Investment Trust	100,000	3,333,333
Atricia Holdings Pty Limited ATF Atricia Holdings Superfund	20,000	666,667
Elvington Investments Pty Ltd	1,126,814.96	37,560,499
Mr Geoffrey Ross Hiller & Mrs Jacqueline Ann Hiller ATF the Highshaw Super Fund	32,920.98	1,097,366
Total	2,913,588.56	97,119,607

(f) The use of the funds

No funds will be raised by the issue of Shares to the Unrelated Creditors (or their nominees), although the Company’s liability to the Unrelated Creditors in relation to the amount outstanding to the Unrelated Creditors will be fully satisfied by the issue of the Shares, thus preserving the Company’s cash to that extent.

(g) Voting exclusion statement

A voting exclusion statement for Resolution 6 is included in the Notice preceding the Explanatory Notes.

7.3 Board recommendation

Each Director recommends that Shareholders vote in favour of Resolution 6. Each Director confirms that he has no personal interest in the outcome of Resolution 6 other than in his capacity as a Shareholder or an Associate of a Shareholder.

8. Resolution 7 - Approval for issue of Shares to Grillo Higgins Pty Ltd (or nominee)

8.1 Background

Grillo Higgins Pty Ltd (ACN 168 487 563) ( GrilloHiggins ) operates a legal firm that represents the Company. The Company and GrilloHiggins have agreed that a portion of the amount owed to GrilloHiggins in respect of legal fees shall be made payable by way of the issue of Shares to GrilloHiggins (or its nominee), subject to the approval by Shareholders, so that the Company can preserve its cash reserves.

Resolution 7 seeks Shareholder approval for the issue of 3,333,333 Shares at a deemed issue price of $0.03 per Share in satisfaction of an amount of $100,000 towards outstanding legal fees owed by the Company to GrilloHiggins.

15 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

A summary of ASX Listing Rule 7.1 is set out in in Section 2.2 above.

The effect of Resolution 7 will be to allow the Company to issue the Shares to GrilloHiggins (or its nominee) during the period of 3 months after the Meeting without affecting the Company’s 15% annual placement capacity under ASX Listing Rule 7.1 or the additional 10% placement capacity under ASX Listing Rule 7.1A, subject to Resolution 1 being approved by Shareholders.

8.2 Technical information required under ASX Listing Rule 7.3

Pursuant to and in accordance with the requirements of ASX Listing Rule 7.3, the following information is provided in relation to Resolution 6:

(h) Number of securities issued

The maximum number of Shares the Company can issue pursuant to Resolution 7 is 3,333,333 Shares.

(i) Date of issue

The Shares the subject of Resolution 7 will be issued no later than 3 months after the date of Shareholder approval pursuant to Resolution 7 (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

(j) Issue price

The Shares the subject of Resolution 7 will be issued at a deemed issue price of $0.03 (3.0 cents) each in satisfaction of an amount of $100,000 towards the amount owing to GrilloHiggins.

(k) Terms of the securities issued

The Shares issued will be fully paid ordinary shares in the capital of the Company and will rank equally with other Shares on issue.

(l) Name of the person to whom securities were issued

The Shares the subject of Resolution 7 will be issued to GrilloHiggins (or its nominee), who is not a related party of the Company:

(m) The use of the funds

No funds will be raised by the issue of Shares to GrilloHiggins (or their nominees), although the Company’s liability to GrilloHiggins in relation to the amount outstanding to GrilloHiggins will be partially satisfied to the extent of $100,000 by the issue of the Shares, thus preserving the Company’s cash to that extent.

(n) Voting exclusion statement

A voting exclusion statement for Resolution 7 is included in the Notice preceding the Explanatory Notes.

8.3 Board recommendation

Each Director recommends that Shareholders vote in favour of Resolution 7. Each Director confirms that he has no personal interest in the outcome of Resolution 7 other than in his capacity as a Shareholder or an Associate of a Shareholder.

9. Resolution 8 - Approval for issue of Shares to Clinton Steele

9.1

Background

The Company has agreed to make a private placement to Mr Clinton Steele (or his nominee). The placement is for the sum of $100,000.

Resolution 8 seeks Shareholder approval for the issue of 3,333,333 Shares at a deemed issue price of $0.03 per Share to raise $100,000.

A summary of ASX Listing Rule 7.1 is set out in in Section 2.2 above.

The effect of Resolution 8 will be to allow the Company to issue the Shares to Clinton Steele (or his nominee) during the period of 3 months after the Meeting without affecting the Company’s 15% annual placement

16 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

capacity under ASX Listing Rule 7.1 or the additional 10% placement capacity under ASX Listing Rule 7.1A, subject to Resolution 1 being approved by Shareholders.

9.2 Technical information required under ASX Listing Rule 7.3

Pursuant to and in accordance with the requirements of ASX Listing Rule 7.3, the following information is provided in relation to Resolution 8:

(a) Number of securities issued

The maximum number of Shares the Company can issue pursuant to Resolution 8 is 3,333,333 Shares.

(b) Date of issue

The Shares the subject of Resolution 8 will be issued no later than 3 months after the date of Shareholder approval pursuant to Resolution 8 (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

(c) Issue price

The Shares the subject of Resolution 8 will be issued at a price of $0.03 (3.0 cents) to raise an amount of $100,000.

(d) Terms of the securities issued

The Shares issued will be fully paid ordinary shares in the capital of the Company and will rank equally with other Shares on issue.

• (e) Name of the person to whom securities were issued

The Shares the subject of Resolution 8 will be issued to Clinton Steele (or his nominee), who is not a related party of the Company:

(f) The use of the funds

The funds will be used for the working capital purposes of the Company. Please refer to section 1.2 of the Explanatory Notes for further information on the Company’s intended use of funds.

(g) Voting exclusion statement

A voting exclusion statement for Resolution 8 is included in the Notice preceding the Explanatory Notes.

9.3

Board recommendation

Each Director recommends that Shareholders vote in favour of Resolution 8. Each Director confirms that he has no personal interest in the outcome of Resolution 8 other than in his capacity as a Shareholder or an Associate of a Shareholder.

10. Resolution 9 - Approval for issue of Shares to AW FIV Holdings, L.P.

10.1 Background

The Company has agreed to make a private placement to AW FIV Holdings, L.P (or its nominee). The placement is for the sum of $3,000,000.

Resolution 9 seeks Shareholder approval for the issue of 100,000,000 Shares at a deemed issue price of $0.03 per Share to raise $3,000,000.

A summary of ASX Listing Rule 7.1 is set out in in Section 2.2 above.

The effect of Resolution 9 will be to allow the Company to issue the Shares to AW FIV Holdings, L.P (or its nominee) during the period of 3 months after the Meeting without affecting the Company’s 15% annual placement capacity under ASX Listing Rule 7.1 or the additional 10% placement capacity under ASX Listing Rule 7.1A, subject to Resolution 1 being approved by Shareholders.

10.2 Technical information required under ASX Listing Rule 7.3

Pursuant to and in accordance with the requirements of ASX Listing Rule 7.3, the following information is provided in relation to Resolution 8:

17 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

(h) Number of securities issued

The maximum number of Shares the Company can issue pursuant to Resolution 9 is 100,000,000 Shares.

• (i) Date of issue

The Shares the subject of Resolution 9 will be issued no later than 3 months after the date of Shareholder approval pursuant to Resolution 9 (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

• (j) Issue price

The Shares the subject of Resolution 8 will be issued at a price of $0.03 (3.0 cents) to raise an amount of $3,000,000.

• (k) Terms of the securities issued

The Shares issued will be fully paid ordinary shares in the capital of the Company and will rank equally with other Shares on issue.

• (l) Name of the person to whom securities were issued

The Shares the subject of Resolution 9 will be issued to AW FIV Holdings, L.P (or its nominee), who is not a related party of the Company:

• (m) The use of the funds

The funds will be used for the working capital purposes of the Company. Please refer to section 1.2 of the Explanatory Notes for further information on the Company’s intended use of funds.

• (n) Voting exclusion statement

A voting exclusion statement for Resolution 9 is included in the Notice preceding the Explanatory Notes.

10.3 Board recommendation

Each Director recommends that Shareholders vote in favour of Resolution 9. Each Director confirms that he has no personal interest in the outcome of Resolution 9 other than in his capacity as a Shareholder or an Associate of a Shareholder.

11. Resolution 10 - Approval to issue Options to Bell Potter Securities Limited

11.1 Background

Resolution 10 seeks Shareholder approval for the issue of the equivalent of 1.50% of the fully diluted share capital of the Company after the Placement, conversion of debt to equity as set out in Resolutions 4, 5 and 6 and proposed conversion of the convertible notes, in Options ( Bell Potter Options ).

The Bell Potter Options are proposed to be issued to Bell Potter Securities Limited ( Bell Potter ), the lead manager and bookrunner which facilitated the Placement, as part consideration for the capital raising services provided by Bell Potter.

The effect of Resolution 10 will be to allow the Company to issue the Bell Potter Options to Bell Potter during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

A summary of ASX Listing Rule 7.1 is set out in in Section 6.2 above.

The Bell Potter Options will be issued in three (3) equal tranches, with varying exercise price and expiry date as follows:

• Tranche 1: at the same issue price as the Placement - $0.03 (3.0 cents), with expiry date that is 3 years from the date of issue;

• Tranche 2: at a 25% premium to the issue price under the Placement – $0.0375 (3.75 cents), with expiry date that is 3 years from the date of issue; and

• Tranche 3: at a 50% premium to the issue price under the Placement– $0.045 (4.5 cents, with expiry date that is 3 years from the date of issue).

18 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

11.2 Technical information required under ASX Listing Rule 7.3

Pursuant to and in accordance with the requirements of ASX Listing Rule 7.3, the following information is provided in relation to Resolution 10:

• (a) Number of securities issued

The maximum number of Bell Potter Options the Company can issue pursuant to Resolution 10 is 12,424,140.

(b) Date of issue

If Shareholder approval is obtained for Resolution 10, the Company will issue the Bell Potter Options no later than 3 months after the date of Shareholder approval pursuant to Resolution 10 (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules). The Bell Potter Options will be issued in three (3) equal tranches.

• (c) Issue price

The Bell Potter Options will be issued for nil cash consideration.

• (d) Terms of the securities issued

The Bell Potter Options will be issued on the terms and conditions set out in Schedule 2.

• (e) Name of the person to whom securities were issued

The Bell Potter Options will be issued to Bell Potter Securities Limited or its nominee.

• (f) The use of the funds

The Bell Potter Options are being issued as part consideration for the capital raising services provided by Bell Potter in relation to the Placement. No funds will be raised from the issue of the Bell Potter Options as they are being issued for nil consideration.

In the event that any funds are raised by the exercise of the Bell Potter Options prior to their expiry date, the Company expects that it will apply such funds towards its general working capital requirements.

• (g) Voting exclusion statement

A voting exclusion statement for Resolution 10 is included in the Notice preceding the Explanatory Notes.

19 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

SCHEDULE 1 – GLOSSARY

In this Notice and Explanatory Notes, the following terms have the following meaning unless the context otherwise requires.

A$ or $ means an Australian dollar.

Annexure means an annexure to the Explanatory Notes.

Associate has the meaning ascribed in the Corporations Act

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the official listing rules of ASX.

Board or Board of Directors means the Board of Directors of the Company.

Bell Potter Option means an Option issued pursuant to Resolution 10, and on the terms and conditions set out in Schedule 2.

Business Day means a day on which the ASX is open for trading.

Capital Raising has the meaning given to it in section [3.1] of the Explanatory Notes.

Chairman means chairman of the Board, at the time of the Meeting being Mr Terry Cuthbertson or alternative.

Company or AWY means Australian Whisky Holdings Limited (ACN 104 600 544).

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Explanatory Notes means the explanatory notes accompanying the Notice of Meeting.

Notice of Meeting means the notice of meeting and Explanatory Notes convening this Meeting.

Option means an option which entitles the holder to subscribe for one Share (including a Bell Potter Option).

Placement has the meaning given to it in section [4.1] of the Explanatory Notes.

Proxy Form means the proxy form attached to the Notice.

Resolutions means the resolutions put to the shareholders of the Company at the Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the Company’s existing shareholders at the date of the Notice of Meeting.

Tranche 1 Placement means the issue of 106,573,568 fully paid ordinary Shares the subject of Resolution 1 to the Tranche 1 Placement Participants.

Tranche 1 Placement Participants means more than 50 sophisticated and professional investors as described in section 2.3(d).

Tranche 1 Placement Shares means 106,573,568 fully paid ordinary shares issued under Tranche 1 Placement.

Tranche 2 Placement means the issue of 155,304,133 fully paid ordinary Shares the subject of Resolution 2 to the Tranche 1 Placement Participants.

Tranche 2 Placement Participants means more than 50 sophisticated and professional investors as described in section 3.3(e).

Tranche 2 Placement Shares means 155,304,133 fully paid ordinary shares issued under Tranche 2 Placement.

VWAP means volume weighted average price.

20 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

SCHEDULE 2 – BELL POTTER OPTIONS

The general rights and liabilities attaching to the Bell Potter Options can be summarised as follows:

1. Nature of Options

Each Option grants the holder the right but not the obligation to be issued by the Company one Share upon the exercise of the Option.

The Options will not be quoted on the ASX, but the underlying Shares issued upon the exercise of the Options will be quoted and will rank equally with all existing ordinary shares on issue in the Company.

2. Exercise Price and Expiry Date

The Options will be issued in three (3) equal tranches with the exercise price and exercise date as follows:

Tranche	Number of Options to be issued	Exercise Price	Expiry Date
Tranche 1	4,141,380	$0.03	the date that is 3 years from the date of issue
Tranche 2	4,141,380	$0.0375	the date that is 3 years from the date of issue
Tranche 3	4,141,380	$0.045	the date that is 3 years from the date of issue

3. Exercise of Options

An Option holder may exercise any of its Options at any time after their grant and prior to the Expiry Date by delivery of:

• (a) a copy of a duly executed Option exercise form ( Exercise Form ) to the Company on any Business Day; and

• (b) payment of an amount equal to the Exercise Price multiplied by the number of Shares in respect of which the Options are being exercised at the time.

3. Issue of Shares on exercise of Options

As soon as reasonably practicable, but no later than on the 10th Business Day following the date of the receipt of a duly completed Exercise Form and the payment referred to in item 3(b) of this Schedule, the Company must issue the Shares in respect of which the Options are so exercised by the Option holder and provide to the Option holder holding statements evidencing that such Shares have been recorded on the Company’s Share register.

Shares issued on exercise of the Options rank equally with the then Shares of the Company.

4. Bonus issues

If prior to an exercise of an Option, there is a bonus issue (as referred to in Listing Rule 6.22.3) the number of Shares over which an Option is exercisable shall be increased as specified in Listing Rule 6.22.3.

5. Rights issues

If prior to an exercise of an Option, there is a pro rata issue (except a bonus issue) as referred to in Listing Rule 6.22.2, the Exercise Price shall be reduced according to the formula in Listing Rule 6.22.2.

6. Reconstruction of capital

In the event of a consolidation, subdivision or similar reconstruction of the issued capital of the Company, the rights of an Option holder will be changed to comply with the Listing Rules (currently Listing Rule 7.22) applying to a reorganisation of capital at the time of the reorganisation.

7. Cumulative adjustments

21 | P a g e

Australian Whisky Holdings Limited ABN 62 104 600 544

Full effect must be given to the provisions of item 5 to 7 of this Schedule, as and when occasions for their application arise and in such manner that the effects of the successive applications of them are cumulative, the intention being that the adjustments they progressively effect will be such as to reflect, in relation to the Shares issuable on exercise of the Options outstanding, the adjustments which on the occasions in question are progressively effected in relation to Shares already on issue.

8. No right to participate in new issues

An Option holder cannot participate in new issues of securities without exercising the Option.

9. Assignability and transferability

The Options are not freely assignable and transferable without written consent by the Company.

22 | P a g e

==> picture [141 x 120] intentionally omitted <==

All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 1:00pm AEST on Sunday 20 May 2018.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/awygm2018 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

==> picture [15 x 15] intentionally omitted <==

BY SMARTPHONE

==> picture [89 x 69] intentionally omitted <==

.

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 1:00pm AEST on Sunday, 20 May 2018. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

• Online www.votingonline.com.au/awygm2018

• By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

 In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Australian Whisky Holdings Limited ACN 104 600 544

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Australian Whisky Holdings Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held at The York Conference and Function Centre, 95-99 York Street, Sydney NSW 2000 on Tuesday 22 May 2018 at 1:00pm AEST and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. For Against Resolution 1 Ratification of issue of Tranche 1 Placement shares Resolution 2 Approval for issue of Tranche 2 Placement shares Resolution 3 Approval for participation in the Tranche 2 Placement by Director – Mr Rohan Boman Resolution 4 Approval to issue Share to Mr Gary Mares in lieu of debts Resolution 5 Approval to issue Shares to Mr Terry Cuthbertson in lieu of debts Resolution 6 Approval to issue Shares to unrelated creditors Resolution 7 Approval to issue Shares to Grillo Higgins Pty Ltd Resolution 8 Approval to issue Shares to Clinton Steele Resolution 9 Approval to issue Shares to AW FIV Holdings, L.P. Resolution 10 Approval to issue Options to Bell Potter Securities Limited

For Against Abstain*

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2018

Contact Name……………………………………………....