LARK DISTILLING CO. LTD — Share Issue/Capital Change 2018

Mar 5, 2018

6th March, 2018

Listings Compliance ASX Limited Level 6, Exchange Centre, 20 Bridge Street, Sydney NSW 2000

Amended Appendix 3B

On the 21st December, 2017 an Appendix 3B was lodged with the ASX which was released to the market on the 22^nd December, 2017. It has come to the attention of the Company that some of the calculations were incorrect.

The calculations and amendments are as follows:

1. Paragraph 6i		7.1 Capacity should read 63,944,141
2. Annexure 1 Step 1		Fully Paid Ordinary Shares should read
		339,712,840
3. Annexure 1 Step 1		"A" Should have read 426,294,656
4. Annexure 1 Step 4		"A" Should have read 63,944,141
5. Part 2	7.1.A	"A" Should have read 426,294,656
6. Part 2	Step 2	Should have read 42,629,465
7. Part 2	Step 4	Should have read 42,629,465

An amended Appendix 3B incorporating these amendments and dated today is attached.

Yours faithfully,

Gary Stewart Company Secretary

AUSTRALIAN WHISKY HOLDINGS LIMITED Level 1, 283 George Street, Sydney, NSW 2000 ASX AWY ABN 6210 4600 544 W australianwhiskyholdings.com P +61 (2) 8188 1491

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Fully paid ordinary shares (Shares)

• Number of ⁺securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued
• Principal terms of the $\overline{\mathbf{3}}$ *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)

6,666,666

Shares are fully paid ordinary shares on the same terms as the existing fully paid ordinary shares on issue.

⁺ See chapter 19 for defined terms.

Do the ⁺securities rank equally $\overline{4}$ 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 distribution) trust, Or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend. distribution or interest payment
• Issue price or consideration 5

6

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

Yes, the securities rank pari passu with fully paid ordinary shares on issue.

\$0.03 per Share

The Shares were issued as consideration for services rendered.

Is the entity an $+$ eligible entity $\sqrt{Y}$ es $6a$ 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 resolution under rule 7.1A was passed
• 6с Number of ⁺securities issued | without security holder approval under rule 7.1

28 November 2017

Nil

⁺ See chapter 19 for defined terms.

• Number of ⁺securities issued 6d with security holder approval under rule 7.1A
• Number of ⁺securities issued 6e 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
• If *securities issued under rule $N/A$ $6g$ 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.
• If *securities were issued under $N/A$ 6h $7.1A$ for non-cash rule 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
• ⁺Issue dates $\overline{7}$

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.

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

Number	+Class
426,294,656	Fully paid ordinary shares

6,666,666 Shares

Approved at Annual General Meeting on 28 November 2017

Nil

Nil

7.1 Capacity: 63,944,141

7.1A Capacity: 42,629,465

20 December 2017

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

Number	+Class
5,587,462	(Exercise Price) \$0.037584147 Options expiring 17 October 2019.
14,983,337	\$0.06054 (Exercise Price) Options expiring 30 November 2019.
46	\$10,000 Convertible Notes convertible at \$0.033 per share at the Note holders' request within 6 months from date of issue with 3 month extension option.
37	Convertible Notes, \$10,000 convertible at any time until 23 November 2018 (as approved by shareholders at AGM held on 28 November 2017).
12	Converting Notes, \$10,000 convertible at \$0.03 per share at the request of the Company until 1 December 2018 (as approved by shareholders at AGM held on 28 November 2017).
271	Convertible Notes \$10,000 convertible at \$0.033 per share at the Note holders' request within 6 months from date of issue with 3 month extension option.

Dividend policy (in the $N/A$ case of a trust, $10^°$ distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

Is security holder approval $11\,$ required?

$n/a$

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

• Is the issue renounceable or non $n/a$ $12$ renounceable?
• Ratio in which the ⁺securities | $n/a$ 13 will be offered
• ⁺Class of ⁺securities to which the $\lceil$ $14$ offer relates
• *Record date to determine 15 entitlements
• Will holdings on different 16 $n/a$ registers (or subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements | 17 in relation to fractions
• Names of countries in which the $\sqrt{n/a}$ $18$ 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.

Closing date for receipt of $n/a$ 19 acceptances or renunciations

$n/a$ $n/a$

$n/a$

• See chapter 19 for defined terms.

Appendix 3B
New issue announcement

20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	N/A
25	If the issue is contingent on security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders participate to on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if N/A applicable)
29	Date rights trading will end (if $N/A$ applicable)
30	How do security holders sell their entitlements in full through a broker?	N/A
31	How do security holders sell part of their entitlements through a broker and for the accept balance?	N/A

• See chapter 19 for defined terms.

How do security holders dispose $N/A$ $32$ of their entitlements (except by sale through a broker)?

⁺Issue date 33

Part 3 - Quotation of securities

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

• Type of ⁺securities 34 (tick one)
• *Securities described in Part 1 $(a)$
• $(b)$

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.

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

• Number of ⁺securities for which $38$ ⁺quotation is sought
• ⁺Class of ⁺securities for which 39 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 $\overline{or}$ interest payment
• Reason for request for quotation 41 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 and ⁺class of all $42$ *securities quoted on ASX (including the ⁺securities in clause $38)$

Number	$+C$ lass

⁺ See chapter 19 for defined terms.

Quotation agreement

• ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the 'securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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.

Sign here: Date: 6^th March, 2018

Print name:

Gary Stewart Company Secretary

⁺ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 - Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the *issue date or date of agreement to issue	339,712,840
Add the following: Number of fully paid +ordinary securities ۰ issued in that 12 month period under an exception in rule 7.2 Number of fully paid +ordinary securities $\bullet$ issued in that 12 month period with shareholder approval Number period of partly paid +ordinary securities that became fully paid in that 12 month Note: Include only ordinary securities here - other classes of equity securities cannot be added Include here (if applicable) the securities $\bullet$ the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of $\bullet$ securities on different dates as separate line items	33,955,138 fully paid ordinary shares (14 September 2017, Rule 7.2, Exception 4) 5,000,000 fully paid ordinary shares (27 April 2017, shareholder approval obtained 30 November 2016) 40,960,012 fully paid ordinary shares (Issued on 27 April 2017, shareholder approval obtained 27 January 2017) 6,666,666 fully paid ordinary shares (Issued on 20 December 2017, shareholder approval obtained 28 November 2017)
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period	Nil
"A"	426,294,656
Step 2: Calculate 15% of "A"
"В"	0.15
	[Note: this value cannot be changed]

⁺ See chapter 19 for defined terms.

Multiply "A" by 0.15	63,944,141
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:	Nil.
Under an exception in rule 7.2
Under rule 7.1A
With security holder approval under rule $\bullet$ 7.1 or rule 7.4
Note: This applies to equity securities, unless specifically excluded - not just ordinary securities Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items
"C"	0
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
$A'' \times 0.15$	63,944,141
Note: number must be same as shown in Step 2
Subtract "C"	0
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.15] - "C"	63,944,141
	[Note: this is the remaining placement capacity under rule 7.1]

$+$ See chapter 19 for defined terms.

Part 2

Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"A"	426,294,656
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	42,629,465
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A	Nil.
Notes: This applies to equity securities - not just ordinary securities Include here $-$ if applicable $-$ the securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of securities on different dates as separate line items
"E"	0

⁺ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
$A'' \times 0.10$	42,629,465
Note: number must be same as shown in Step 2
Subtract "E"	0
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.10] – "E"	42,629,465
	Note: this is the remaining placement capacity under rule 7.1A

⁺ See chapter 19 for defined terms.