LARK DISTILLING CO. LTD — Share Issue/Capital Change 2016

Dec 1, 2016

Appendix 3B New issue announcement

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

Australian Whisky Holdings Limited

ABN 62 104 600 544

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).

• See chapter 19 for defined terms.

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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	1. Fully paid ordinary shares (Shares) 2. Unlisted Options issued to Directors and service providers (Options) 3. Convertible Notes, convertible at any time within 12 months from date of issue with 12 month extension option at the lesser of 80% of the 30 day volume weighted average market price and $0.0009 per share 4. Convertible Notes (which are redeemable upon the request of the note holder on 60 days’ notice), convertible at any time within 12 months from date of issue with 12 month extension option at the lesser of 80% of the 30 day volume weighted average market price and $0.0009 per share. 5. Converting Notes, convertible at $0.001 per share at the request of the Company within 6 months from date of issue with 6 month extension option.
	1. 509,642,855 shares 2. 449,500,000 Options 3. 100 Convertible Notes 4. 32 Convertible Notes 5. 400 Converting Notes

• See chapter 19 for defined terms.

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3 Principal terms of the +securities (e.g. if options, 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)

1. Shares are fully paid ordinary shares on the same terms as the existing fully paid ordinary shares on issue. 2. Options with Exercise price: $0.002018 and expiry date on 30thNovember 2019. The Options are issued in accordance with the Employee Incentive Plan as approved by the shareholders at the Annual General Meeting held on 30 November 2016. Refer to Annexure A of the notice of annual general meeting dated 28 October 2016 for the main terms of the Employee Incentive Plan. 3. Convertible Notes, convertible at any time within 12 months from date of issue with 12 month extension option at the lesser of 80% of the 30 day volume weighted average market price and $0.0009 per share. 4. Convertible Notes (which are redeemable upon the request of the note holder on 60 days’ notice), convertible at any time within 12 months from date of issue with 12 month extension option at the lesser of 80% of the 30 day volume weighted average market price and $0.0009 per share. 5. Converting Notes, convertible at $0.001 per share at the request of the Company within 6 months from date of issue with 6 month extension option.

• See chapter 19 for defined terms.

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4 Do the+securities rank equally 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	1. Shares - Yes, the securities rank pari passu with fully paid ordinary shares on issue 2. Options do not rank equally with the fully paid shares on issue. Options entitle the holder to acquire fully paid ordinary shares, which ordinary shares will rank equally with other fully paid shares on issue. 3. Convertible Notes – No - however the shares issued on conversion of the convertible notes will rank equally with fully paid ordinary shares from the date of allotment. 4. Convertible Notes – No - however the shares issued on conversion of the convertible notes will rank equally with fully paid ordinary shares from the date of allotment. 5. Converting Notes – No - however the shares issued on conversion of the converting notes will rank equally with fully paid ordinary shares from the date of allotment.
	1. 44,642,855 Shares @ $0.00112 per share. 465,000,000 shares @ $0.001 per share 2. Options - $Nil. They were issued in accordance with the Employee Incentive Plan as approved by the shareholders at the Annual General Meeting held on 30 November 2016. Refer to Annexure A of the notice of annual general meeting dated 28 October 2016 for the main terms of the Employee Incentive Plan. 3. Convertible Notes – $10,000 per note. 4. Convertible Notes – $10,000 per note. 5. Converting Notes – $10,000 per note.

• See chapter 19 for defined terms.

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• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

• Shares – issue to various shareholders of Lark Distillery Pty Ltd in accordance with the exercise of options under the Option Agreements entered into between the Company and those shareholders.

• Options – issue to Directors, Company Secretary and service provider (Ms Sindy Suen) as approved by the shareholders at the Annual General Meeting held on 30 November 2016

• Convertible Notes were issued to increase the working capital of the Company.

• Convertible Notes were issued to increase the working capital of the Company.

• Converting Notes were issued to increase the working capital of the Company

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 Nil without security holder approval under rule 7.1 6d Number of[[+]] securities issued Nil

• 6d Number of[[+]] securities issued with security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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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	509,642,855 Fully Paid Ordinary Shares 449,500,000 Options 100 $10,000 Convertible Notes, convertible at any time within 12 months from date of issue with 12 month extension option at the lesser of 80% of the 30 day volume weighted average market price and $0.0009 per share. 32 $10,000 Convertible Notes (which are redeemable upon the request of the note holder on 60 days’ notice), convertible at any time within 12 months from date of issue with 12 month extension option at the lesser of 80% of the 30 day volume weighted average market price and $0.0009 per share 400 $10,000 Converting Notes, convertible at $0.001 per share at the request of the Company within 6 months from date of issue with 6 month extension option. Approved at Annual General Meeting on 30 November 2016
	Nil
	N/A
	N/A

• See chapter 19 for defined terms.

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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.

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

1 December 2016

Number +Class 5,726,961,216 Fully paid ordinary shares

• See chapter 19 for defined terms.

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9 Number and+class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	449,500,000 100 32 400 5	$0.002018 Options expiring 30th November 2019 $10,000 Convertible Notes, convertible at any time within 12 months from date of issue with 12 month extension option at the lesser of 80% of the 30 day volume weighted average market price and $0.0009 per share. $10,000 Convertible Notes (which are redeemable upon the request of the note holder on 60 days’ notice), convertible at any time within 12 months from date of issue with 12 month extension option at the lesser of 80% of the 30 day volume weighted average market price and $0.0009 per share $10,000 Converting Notes, convertible at $0.001 per share at the request of the Company within 6 months from date of issue with 6 month extension option. Convertible Notes were issued for six months with interest rate at 12% per annum or at 15% if maturity date is extended by three months and converted to ordinary shares at$0.001per share.
	N/A

Part 2 - Pro rata issue

11 Is security holder approval n/a required?

• See chapter 19 for defined terms.

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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 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	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

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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 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?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

• 33 +Issue date

N/A

Part 3 - Quotation of securities

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

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

• (a) +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 are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the[+] securities rank equally 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 41 Reason for request for quotation 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 +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ (Director/Company secretary)

Date: 1 December 2016

Print name: Kenneth Lee

• See chapter 19 for defined terms.

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