LGI LIMITED — Capital/Financing Update 2022

Sep 29, 2022

SUPPLEMENTARY PROSPECTUS LGI LIMITED ACN 138 085 551

Important information

This Supplementary Prospectus is dated 31 August 2022 ( Supplementary Prospectus ) and is intended to supplement and amend the information contained in the Prospectus dated 17 August 2022 ( Prospectus ) issued by LGI Limited ACN 138 085 551 ( Company or LGI ) to raise $25,000,000 through the issue of 16,666,667 fully paid ordinary shares in the Company.

This Supplementary Prospectus was lodged with the Australian Securities and Investments Commission ( ASIC ) and the Australian Securities Exchange ( ASX ) on 31 August 2022. Neither ASIC nor the ASX take responsibility for the contents of this Supplementary Prospectus.

This Supplementary Prospectus must be read together with the Prospectus. To the extent of any inconsistency between this Supplementary Prospectus and the Prospectus, this Supplementary Prospectus will prevail. Unless otherwise indicated, terms defined and used in the Prospectus have the same meaning in this Supplementary Prospectus. This document is important and should be read in its entirety. Please consult you legal, financial or other professional adviser if you do not fully understand the contents.

The Company has issued both a printed and electronic version of this Supplementary Prospectus and the Prospectus. Electronic versions of both may be accessed at www.lgi.com.au.

Contents

The information shown in the numbered paragraphs below is to supplement and amend the information presently contained in the Prospectus. Namely, the Prospectus is amended as follows:

• 1 Replace paragraph 11 of the Chairman’s letter of the Prospectus with the following:

“This Prospectus contains important information about key risks associated with investing in LGI, details of these risks are contained in Section 6 of this Prospectus.

Material risks include the supply of biogas from landfills, the pricing LGI receives for the products it sells, the health and safety of our people, access to landfills now and in the future and contract and operating risks.

In addition, risks from changes in regulations and general economic conditions with rising inflation are considered material.

Exposures to any of these risks may impact LGI’s financial performance and projects.”

• 2 The first sentence of the 2[nd] paragraph of the Chairman’s letter be amended to read:

“Established in 2009, LGI has developed a current portfolio of 26 projects with long-term contracts, across the Australian eastern seaboard.”

• 3 The first sentence of the 6[th] paragraph of the Chairman’s letter be amended to read:

“LGI has a number of growth opportunities (further detailed below) and is investing capital to optimise the conversion of biogas to revenue, while maintaining its profitability and safety record.”

• 4 Delete the words ‘Consistent with its vision of engineering a clean energy, zero carbon future’ from the first sentence in the second paragraph of Section 3.1 on page 28 of the Prospectus.

This is a supplementary prospectus intended to be read with the prospectus dated 17 August 2022 issued by LGI Limited ACN 138 085 551

5 A new paragraph 3.11 be inserted as follows:

“ 3.11 Net Zero and Progress to Date

LGI aspires towards playing its part in a clean energy future and although there is no inherent certainty of being able to achieve such a future, LGI has been taking steps to reach net zero on its Scope 1 and Scope 2 emissions through its carbon abatement strategies.

LGIs emissions profile calculated using the National Greenhouse and Energy Reporting (NGERs) model for Scope 1 and 2 emissions is included in the table below.

Emissions		FY21		FY22
Scope 1	t CO2-e		345		507
Scope 2	t CO2-e		28		27
Total	t CO2-e		373		534

LGI created 384,675 ACCUs in FY22 and LGI’s strategy is to retire an ACCU equivalent to its Scope 1 and 2 emissions in each financial year.

In FY21 and FY22, LGI retired 373 and 534 respectively and will continue to utilise this carbon abatement strategy in line with its aspirational net zero vision for Scope 1 and Scope 2 emissions.

LGI has no short-term Scope 3 abatement strategy due to the practical difficulty of obtaining Scope 1 and Scope 2 emissions from third party organisations, many of whom do not appropriately record their emissions.”

• 6 Insert into Section 3.5.1 as a new second and third paragraph:

“LGI captures the biogas from landfills using a series of wells and pipes placed under vacuum. The biogas contains approximately 50% methane and 50% carbon dioxide. Methane has 28 times the global warming potential than carbon dioxide. When methane is combusted, the result is less harmful carbon dioxide and water31. If the methane is not captured, it would escape the landfill into the atmosphere.

LGI combusts the landfill biogas methane in flares or in reciprocating internal combustion engines. Electricity is generated when the methane is combusted in the engines. While this combustion produces carbon dioxide, it is 28 times less harmful to the environment, as recognised by the Clean Energy Regulator in a methodology that creates ACCUs32.

• 31 https://www.cleanenergyregulator.gov.au/csf/Pages/News-and-update-details.aspx?ListId=19b4efbb-6f5d-4637-94c4-121c1f96fcfe&ItemId=831

• 32 https://www.cleanenergyregulator.gov.au/ERF/Choosing-a-project-type/Opportunitiesfor-industry/landfill-and-alternative-waste-treatment-methods/Capture-andcombustion-of-landfill-gas”

• 7 Amend all references to ‘Green Gas’ simply to ‘gas’ throughout the Prospectus, specifically in:

• (a) Figure 12 of Section 3.4.3; and

• (b) Section 3.6.5,

and delete:

• (c) the words ‘which can also be described as Green Gas’ from definition of’ RNG’; and

• (d) the definition of ‘Green Gas’.

This is a supplementary prospectus intended to be read with the prospectus dated 17 August 2022 issued by LGI Limited ACN 138 085 551

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8 Remove the ‘Answer’ to the question titled “Overview of key risks” on page 7 of the Prospectus and replace it with:

“ Biogas supply

Landfill gas (Biogas) supply can be constrained by the amount of organic waste within the landfill (which in turn can be impacted by various factors). LGI’s business may be exposed to material changes in the organic content of the waste which could reduce Biogas generation and revenue.

Market pricing

LGI creates products for the National Energy Market, LGC market and ACCU market. Naturally, LGI is exposed to price fluctuations in these markets.

ACCU and LGC changes

Future changes to ACCU and LGC regulations may impact the supply and demand, and interaction of these mechanisms with international equivalents which may have financial impacts on LGI.

Health, Safety, Environment and Quality (HSEQ)

Failure to implement effective HSEQ and public safety procedures could give rise to HSEQ and/or public safety risks, which in turn may create reputational, regulatory risk and/or future earnings risk.

Access to landfills now and in the future

A prolonged period of low growth in the waste management industry would likely have an adverse effect on the business, financial condition, and profitability of LGI.

Contractual risks

All contracts, including those entered into by the Company, carry a risk that the respective parties will not adequately or fully comply with their respective contractual rights and obligations and that the terms of these contracts may be disputed. There is also no guarantee that existing contracts will be renewed.

Operating risks

The Company’s overall operations may be adversely affected by various factors (e.g. plant and labour availability or severe weather) which may be beyond the control of management and may reduce revenues and/or increase costs of both current and future operations.

Reliance upon systems and technology

The Company’s services and operations are heavily reliant upon technology and information systems. These systems may fail, or not operate effectively which may negatively impact on the Company’s performance.

Cyber risk

The Company’s operations may be adversely affected by cyber-attacks which may cause negative consequences including the destruction of third-party relationships and increasing costs.

Capital, maintenance and planned projects

Any significant unforeseen increases in the costs or delays in receipt of approvals associated with LGI’s operations may adversely impact LGI’s future cash flow and profitability.

This is a supplementary prospectus intended to be read with the prospectus dated 17 August 2022 issued by LGI Limited ACN 138 085 551

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Regulatory and license risk

LGI may be exposed to changes in the regulatory conditions under which it operates and should the Company be unable to secure the necessary licences to operate its sites, the Company will be prevented from implementing its business plan.

Environmental compliance

LGI’s business is subject to a range of environmental laws and regulations as well as project and site-specific environmental permits and approvals issued by local and regional councils and there is no guarantee that such permits or approvals will be granted.

Competition

LGI’s market share may increase or decrease depending on various factors. New organisations may also enter the market within which LGI operates which may impact LGI’s activity level or the amount it can charge for its services.

Loss of reputation

Any event or occurrence that diminishes LGI’s reputation or brand could have a significant adverse financial effect on the Company.

Know-how, research and development risk

No assurance can be given that employees or third parties will not breach confidentiality agreements, infringe or misappropriate the Company's know-how or commercially sensitive information, or that competitors will not be able to produce non-infringing competitive services. Additionally, there is no guarantee that tax offsets currently afforded to LGI for research will continue into the future.

Growth strategy and funding

While the funds raised under the Offer are considered sufficient to meet the current objectives of LGI, additional funding is anticipated to be sought for future growth initiatives. This funding is subject to the suitability of the specific terms and the availability of funding at those relevant times.

Process risk

There is a risk that the process design does not satisfactorily deliver sufficient gas yields, or that the process design becomes subject to other impacts such as construction costs.

Dependence upon key personnel

There may be a negative impact on LGI if any of its key Personnel leave. It may be difficult or expensive to replace them, the day-to-day management may be impacted and any key Personnel leaving to work for a competitor may adversely impact LGI.

Supplier arrangements

Should a key arrangement come to an end at the instigation of a counterparty, there may be a time lag until LGI has entered into new arrangements with an alternative supplier, which may have a negative impact on operations.

Inability to secure appropriate insurance

If the Company were to incur substantial liabilities, or if its business operations were interrupted for a sustained period of time, and the Company’s insurance was not sufficient to cover the liability, LGI may suffer loss.

This is a supplementary prospectus intended to be read with the prospectus dated 17 August 2022 issued by LGI Limited ACN 138 085 551

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Seasonal affects

Periods of adverse weather conditions can reduce extraction activity and may lead to a decrease in biogas flows and electricity generation in areas affected by those weather conditions.

Climate change

LGI assets may be exposed to impacts of climate change, for example increased flooding events and drought events which may reduce the Company’s biogas flow.

Foreign Exchange

LGI currently sources equipment and spare parts from foreign jurisdictions and movements in foreign exchange rates could affect the viability of LGI’s capacity for development and new projects.

Capital structure risk

The Directors and management team will retain a significant holding in LGI and will therefore have a significant influence over the Company which my also have an impact on liquidity.”

• 9

Insert new Section 6.2.22 as follows:

“ 6.2.22 Climate change risks

LGI’s assets will be exposed to the physical impacts of climate change in the future, including:

• increased flooding events as a result of climate change which may impact LGIs ability to access an individual site, resulting in LGI having to temporarily cease operation at that site and potentially a temporary reduction in biogas flow; and

• Drought events as a result of climate change which may reduce biogas flows at any individual site.

As set out in Sections 2.4.5 Regulatory framework, 2.5.1 The Emissions Reduction Fund (carbon credits), 2.5.2 Australian Carbon Credit Units and 2.6.1 Domestic renewable electricity sector (History) of this Prospectus, LGI understands that the transitional risks posed by climate change have the potential to have a greater effect on it, whether through ACCUs or the price of energy.”

• 10 Insert the following sentence after the table included in Section 9.5 of the Prospectus:

“As indicated in Table 8 (Section 5.9), Table 9 (Section 5.10), Section 5.10 and Section 5.13, the proceeds of the Offer will be utilised in conjunction with the Company’s established operating cashflow and debt financing arrangements. The Company considers that no further fundraising will be required in the near-term.”

11 Replace Table 5 in Section 5.4 on page 55 of the Prospectus with the following tables:

This is a supplementary prospectus intended to be read with the prospectus dated 17 August 2022 issued by LGI Limited ACN 138 085 551

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Table 5A: Income Statements for H1-22, H2-22 and FY22

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STATUTORY
H1 FY22 H2 FY22 Total FY22
REVIEWED,
$ '000 NOTES UNAUDITED UNAUDITED UNAUDITED
Total Revenue 10,108 15,363 25,472
Cost of sales (2,131) (4,225) (6,356)
Gross Profit 7,977 11,139 19,116
OPERATING EXPENSES
Employment expenses (2,345) (2,321) (4,667)
Administrative expenses (574) (1,167) (1,742)
Occupancy expenses (22) (58) (80)
Costs of the offer (587) (195) (782)
EBITDA 4,448 7,397 11,846
Depreciation and Amortisation (2,019) (2,108) (4,127)
EBIT 2,429 5,289 7,719
Net interest income / (expense) (372) (431) (803)
Profit before income tax 2,057 4,859 6,915
Income tax expense (623) (1,518) (2,141)
Net Profit after tax 1,434 3,340 4,774
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This is a supplementary prospectus intended to be read with the prospectus dated 17 August 2022 issued by LGI Limited ACN 138 085 551

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12 Replace Table 6 in Section 5.7 on page 57 of the Prospectus with the following tables:

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Table 6B: Reconciliation from Statutory Historical and Forecast Income Statements to Pro Forma Historical and Forecast Net Profit After Tax

$ '000 NOTES	STATUTORY UNAUDITED ACTUAL STATUTORY FORECAST STATUTORY AUDITED ACTUAL
	FY20 FY21 FY22 FY23
ADJUSTMENTS
Statutory Net Profit After Tax	1,205 1,749 4,774 4,149
Interest expense 1	128 98 125 193
COVID-19 stimulus income 2	(293) (551) - -
Offer costs 3	228 560 782 727
Employment expenses 4	(268) (142) 40 -
Listed companycosts 5	(543) (499) (447) (99)
Equitybonus - listing 6	- - 432 113
Income tax effect 7	192 126 (233) (234)
ACCUprofit sharingarrangements 8,9	- - - -
Pro forma netprofit after tax	650 1,341 5,473 4,849

13 Insert the following new paragraph at the start of Section 5:

“Where mentioned below, please note that:

• Biogas flows are typically measured in millions of cubic meters (M m3) and a description of biogas flows can be found in Section 2.3;

• ACCUs created are measured by induvial certificate and a description of these can be found in Section 2.5; and

• LGCs created are measured per individual certificate and a description of these can be found in Section 2.5.3.”

14 Insert the following description in Section 5.15 as assumption 32 on page 65 of the Prospectus:

“Biogas flows are forecast primarily on the basis of historic biogas flow rates, considering forecast tonnage of waste as advised by landfill owners and operators. Forecast MWhs are calculated applying the previous financial years' 12 months conversion ratio (of Biogas flows to MWhs) to forecast biogas flows. One LGC is generated from each MWh generated. Where

This is a supplementary prospectus intended to be read with the prospectus dated 17 August 2022 issued by LGI Limited ACN 138 085 551

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shown in the analysis that follows, forecast weighted average electricity price is calculated by dividing the forecast electricity revenue by the MWhs for FY23. LGC average price is calculated by dividing the revenue for LGCs by the number of LGCs created in FY23. ACCU average price is calculated by dividing the ACCU revenue by the number of ACCUs created in FY23.”

• 15 Insert the following new paragraph after each of Tables 4 on page 53, 13 on page 66 and 14 on page 68 of the Prospectus:

“The assumptions used in determining the forecasted figures above (including how MWhs are calculated, the number of LGCs and ACCUs generated) are included at Section 5.15 of the Prospectus.”

• 16 Amend the first sentence of the “Answer” to the question titled “Who are LGI’s competitors” in Section 1.3 on page 5 of the Prospectus to read as follows:

• “LGI is one of a number of companies offering a vertically integrated service for managing biogas, from landfill to renewable electricity generation.”

• 17 Amend the words ‘innovative contracting approach’ to ‘customer-focused contracting approach’ in the Prospectus:

• (a) in the first sentence of the ‘answer’ column, in answer to the ‘question,’ ‘Overview of key investment highlights’ on page 7; and

• (b) the first sentence in Section 3.6 on page 40.

• 18 Amend the first paragraph of Section 2.4.3 of the Prospectus, along with Figure 4 and the associated footnote 23 of the Prospectus as follows:

“Methane capture from landfills have remained significantly less than the estimated totals of methane generated, despite a steady increase in gas recovery.23 Refer Figure 4 below.

FIGURE 4: Emissions from solid waste disposal; 1990-2019

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• 23 Commonwealth of Australia (2021), National Inventory Report 2019 vol.2”

• 19 Replace Figure 6 and insert a new footnote 29 in the Prospectus as follows:

• “FIGURE 6: Australian renewable generation mix29

This is a supplementary prospectus intended to be read with the prospectus dated 17 August 2022 issued by LGI Limited ACN 138 085 551

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• 29 Department of Industry, Science, Energy and Resources (2021), Australian Energy Statistics, Table O”

• 20 Insert the following new paragraphs after the second paragraph in Section 3.5.2 on page 35 of the Prospectus:

“LGI is seeking to maximise the value of ACCUs through two strategies. Firstly, where LGI is permitted to exit low value ERF contracts for the payment of an exit fee, LGI will do so where the price received for the ACCU will be higher than the exit costs. Secondly, LGI is capable of timing the sale of non-contracted ACCUs. LGI will seek to obtain the highest price for its inventory of ACCUs.

LGI believes that there will be a move to international parity with carbon pricing. Given overseas markets, in particular Europe, are currently pricing carbon significantly higher than Australia, LGI believes this will place upward pressure on ACCU prices in Australia.”

• 21 Insert the following new paragraphs at the end of Section 2.5.1 of the Prospectus:

“A proportion of ACCUs are sold on fixed price contracts to the ERF under off take contracts. Following the 4 March 2022 announcement by the then Minister for Industry, Energy and Emissions Reduction, LGI will seek to optimise the price it receives for ACCUs. Where it makes commercial sense, LGI will pay an exit fee from fixed price contracts which will allow LGI to sell these ACCUs at the prevailing market price. The full market price is recognised as revenue and the exit fee is recognised as a cost in gross margin.”

• 22 Insert the following at the end of Section 8.4:

“ Current contracts

As of the date of this Prospectus, LGI is a party to the following contracts:

Site	Term	Project status	Operations
Australian Capital Territory Sites
Mugga Lane	15 years, plus 2 x 5-year options	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of electricity generation system, landfill gas collection system, gas flaring system and power station

This is a supplementary prospectus intended to be read with the prospectus dated 17 August 2022 issued by LGI Limited ACN 138 085 551

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Site	Term	Project status	Operations
West Belconnen	15 years, plus 2 x 5-year options	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of electricity generation system, landfill gas collection system, gas flaring system and power station
New South Wales Sites
Bega Valley – Central Waste Facility	10 years	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of gas flaring system
Dubbo – Whylandra	7 years	Month to month caretaker mode	Operation, maintenance and monitoring of gas flaring system
Eurobodalla – Surf Beach	7 years	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of landfill gas collection system
Eurobodalla – The Brou	7 years	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of landfill gas collection system
Hawkesbury – Hawkesbury City	10 years, plus 2-year option	Ongoing operations	Expansion, operation and maintenance of a gas flaring system
Shellharbour – Dunmore	10 years, plus 5-year option	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of landfill gas collection system
Shoalhaven – Nowra	10 years, plus 2 x 5-year options	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring, expansion and adaptation as required of landfill gas collection system
Silverwater – Silverwater	10 years	Ongoing operations	Operation of landfill gas collection system
Queensland Sites
Chandler – Bacton Road	To Nov 2023, plus 1-year option	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of gas flaring system
Fitzgibbon – Roghan Road	To Nov 2022, plus 2-year option	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of gas flaring system
Kedron – Cemetery Road	To Nov 2023, plus 1-year option	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of gas flaring system
Nudgee – Nudgee Road	To Nov 2023, plus 1-year option	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of gas flaring system
Willawong – Sherbrooke Road	Until terminated by agreement or for breach	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of power station

This is a supplementary prospectus intended to be read with the prospectus dated 17 August 2022 issued by LGI Limited ACN 138 085 551

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Site	Term	Project status	Operations
Bundaberg – Cedars Road	10 years, plus 2-year option	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of gas flaring system
Bundaberg – University Drive Road	10 years, plus 2-year option	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of gas flaring system
Fraser Coast – Maryborough	20 years, plus 2 x 5-year options	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of electricity generation system, landfill gas collection system and gas flaring system
Gladstone – Benaraby	30 years, plus option	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of electricity generation system and landfill gas collection system
Gympie – Bonnick Road	10 years, plus 1-year option	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of gas flaring system
Hervey Bay – Becks Road	10 years, plus 5-year option	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of landfill gas collection system
Moreton Bay – Bunya	39 years	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of electricity generation system, landfill gas collection system and gas flaring system
Moreton Bay – Caboolture	39 years	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of electricity generation system, landfill gas collection system and gas flaring system
Moreton Bay – Dakabin	39 years	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of electricity generation system, landfill gas collection system and gas flaring system
Toowoomba – Cranley	20 years, plus 6-year option	• Construction completed • Ongoing operations	Design, construction, operation, maintenance and monitoring of landfill gas collection system

All of the contracts above are in place for FY23, other than the Dubbo and Whylandra contracts which have not been included in any forecasts beyond August 2022.”

23 Amend the second paragraph under the heading ‘Director Loans’ under Section 10.9.2 on page 103 of the Prospectus to read as follows:

“The Director Loan Agreements are on arm’s length terms, are for a period of 7 years, are consistent with Division 7A of the Income Tax Assessment Act 1936 meaning that the most recent interest rate applying to the Director Loan Agreements was 4.77%, were resolved by

This is a supplementary prospectus intended to be read with the prospectus dated 17 August 2022 issued by LGI Limited ACN 138 085 551

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an independent board, are not for a material amount, are otherwise made in accordance with the provisions of the Company Constitution and otherwise are as described below.”

24 Replace Table 8 in Section 5.9 on page 59 of the Prospectus with the following tables:

Table 8A Statutory Historical and Forecast Cash Flow Statements

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STATUTORY
STATUTORY UNAUDITED STATUTORY
AUDITED ACTUAL ACTUAL FORECAST
$ '000 NOTES FY20 FY21 FY22 FY23
CASH FLOW FROM OPERATING ACTIVITIES
Receipts from customers 9,345 13,117 19,867 23,917
Payments to suppliers and employees (6,463) (8,868) (11,969) (17,826)
Interest received and other income 10 10 19 22
Interest paid (784) (831) (775) (1,311)
Income tax paid or received (213) (172) 262 -
Net cash provided by operating activities 1,895 3,256 7,405 4,801
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (7,495) (3,764) (8,295) (28,871)
Proceeds from property, plant and equipment 817 1,253 72 -
Term Deposit held as security - - (122) -
Net cash used in investing activities (6,678) (2,511) (8,345) (28,871)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares (net of cost) 39 - 122 23,505
Payment of dividends 1 (520) (478) - (712)
Proceeds from borrowings/Repayment of loans 5,162 - 1,337 6,500
Repayment of borrowings/Loans to related parties (527) (312) (557) (5,346)
Net cash from financing activities 4,154 (790) 902 23,946
NET INCREASE (DECREASE) IN CASH HELD (629) (45) (39) (123)
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Table 8B Reconciliation from Historical and Forecast Cash Flow Statements to Pro Forma Net Increase (Decrease) in Cash Held

$ '000	NOTES	STATUTORY UNAUDITED ACTUAL STATUTORY FORECAST STATUTORY AUDITED ACTUAL
		FY20 FY21 FY22 FY23
Statutory Net Increase(Decrease) in cash held		(629) (45) (39) (123)
ADJUSTMENTS
Interest expense	2	129 98 125 193
COVID-19 stimulus income	3	(212) (632) - -
Offer Costs	4	493 46 994 1,695
Employment expenses	5	(268) (142) 40 -
Listed companycosts	6	(543) (499) (447) (99)
Income tax effect	7	192 126 - -
Classification adjustment	8	- - - -
Net increases(decrease) inpro forma cash held		(838) (1,048) 673 1,666
PRO FORMA CLASSIFICATION ADJUSTMENTS	8
FINANCE LEASE
Purchase ofproperty, plant and equipment		163 - - -
Proceeds from borrowings		(163) - - -
CAPITALISED SALARIES AND WAGES
Payments to suppliers and employees		919 629 547 340
Purchase ofproperty, plant and equipment		(919) (629) (547) (340)
OFFER COSTS
Payments to suppliers and employees		99 9 192 327
Proceeds from issue of shares(net of cost)		(99) (9) (192) (327)

25 In the ‘Key Offer statistics’ in Section 1.1, replace the following ‘Details’:

“Pro Forma Net Debt/(Cash) at Completion (30 Jun-22)	1,257,559
Implied Enterprise Value at the Offer Price (30 Jun-22)	133,644,643
Enterprise Value/proforma FY23 forecast EBITDA (30 Jun-22)	10.2”

26 Add the following table in the ‘Answer’ to the question titled “What is LGI’s financial position?” on page 8 of the Prospectus:

“The Company’s financial position, unaudited, as at 30 June 2022 is as follows:

This is a supplementary prospectus intended to be read with the prospectus dated 17 August 2022 issued by LGI Limited ACN 138 085 551

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27 Replace the words in Section 5.1 1. III. with:

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“Statutory historical statements of financial position, as at 31 December 2021 and 30 June 2022 ( Statutory Historical Statements of Financial Position ).”

28 Replace the words in Section 5.1 2. III. with:

“Pro Forma historical statements of financial position as at 31 December 2021 and 30 June 2022 ( Pro Forma Historical Statements of Financial Position ).”

• 29 Replace the seventh paragraph of Section 5.4 with:

“The pro forma adjustments to the statutory historical statement of financial position and a reconciliation of the statutory historical statement of financial position to the pro forma historical statement of financial position, as at 31 December 2021 and 30 June 2022.”

• 30 Change title of Table 10 in Section 5.11 to “Table 10 (a)”.

• 31 Under Table 10 in Section 5.11 insert the following table and notes:

This is a supplementary prospectus intended to be read with the prospectus dated 17 August 2022 issued by LGI Limited ACN 138 085 551

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Table 10 (b) Statutory and Pro Forma Historical Statement of Financial Position

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NOTES 30 JUN 2022 PRO FORMA & PRO FORMA
UNAUDITED OFFER UNAUDITED
ACTUAL ADJUSTMENTS
$ '000 UNAUDITED
Assets
Current Assets
Cash and cash equivalents 1,2,7 889 17,247 18,136
Trade and other receivables 3,366 - 3,366
Environmental certificates 8,187 - 8,187
Other Assets 4 1,800 (453) 1,347
Total Current Assets 14,242 16,794 31,036
Non-Current Assets
Other Assets 1,655 - 1,655
Property, Plant and Equipment 35,474 - 35,474
Intangible assets 2,882 - 2,882
Total Non-Current Assets 40,011 - 40,011
Total Assets 54,253 16,794 71,047
Liabilities
Current Liabilities
Trade and other payables 1 5,251 - 5,251
Borrowings 2,070 - 2,070
Provisions 5 751 (432) 319
Current tax liabilities 1,061 - 1,061
Derivative financial instruments 7,959 - 7,959
Total Current Liabilities 17,092 (432) 16,660
Non-Current Liabilities
Trade and other payables - - -
Borrowings 2 22,669 (5,346) 17,323
Provisions 124 - 124
Deferred tax liabilities 6 1,074 (448) 626
Total Non-Current Liabilities 23,867 (5,794) 18,073
Total Liabilities 40,959 (6,226) 34,733
Net Assets 13,294 23,019 36,313
Equity
Issued Capital 3,4,5,6 7,417 24,387 31,804
Reserves (5,204) - (5,204)
Retained Earnings 4,5,6,7 11,081 (1,368) 9,713
Total Equity 13,294 23,019 36,313
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“Notes

1. A pro forma adjustment has been made to account for the net proceeds of the Offer. This comprises of $25.0M of gross proceeds, and costs of the Offer and listing of $1.7M.

2. A pro forma adjustment reduces the loan for the $5.3M repayment of debt. This is to reflect LGI’s proposed capital structure following the Offer.

3. A pro forma adjustment includes the issued capital of $25.0M. See Section 9.10 for terms and conditions of this transaction.

4. A pro forma adjustment includes $0.5M of historically capitalised Offer and listing costs and $1.7M of Offer and listing costs which has been split based on the eligibility criteria for capitalisation. ($1.4M has been allocated to share capital and $0.7M has been allocated to retained earnings).

5. A pro forma adjustment of $0.5M relates to bonus shares. $0.4m of the total were included in provisions at Jun-22. The residual is recognised in earnings at the expected listing date.

6. Deferred Tax Liability, issued capital and retained earnings tax effect impact on expensed and capitalised offer costs on the basis that these will be deducted over 5 years.

7. Pre-IPO dividend in FY23 of 1 cent a share, being 14.6% of FY22 NPAT reflects the payment of a pre-Offer dividend to Existing Shareholders.”

Change title of Table 11 in Section 5.12 to “Table 11 (a)”.

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33 Under Table 11 in Section 5.12 insert the following table and notes:

Table 11 (b) Indebtedness

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AS AT 30 JUNE 2022 LGI STATUTORY NUMBERS, LGI STATUTORY NUMBERS,
$'000 UNAUDITED, PRE-COMPLETION OF UNAUDITED, POST-COMPLETION OF
THE OFFER THE OFFER
Current borrowings 2,070 2,070
Non-Current borrowings 22,669 17,323
Total Borrowings 24,739 19,393
Cash and cash equivalents 889 18,136
Total net debt (Cash) 23,850 1,258
Issued Capital 7,417 31,804
Retained Earnings 11,081 9,713
Reserves (5,204) (5,204)
Total Capitalisation 13,294 36,313
Debt / Forecast FY 2023 pro forma EBITDA 1.9 1.5
Net Debt / Forecast FY 2023 pro forma EBITDA 1.8 0.1
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“As at 30 June 2022, LGI had $19.9M outstanding on the debt facility described in Section 8.9 and lease liabilities (including Right of Use liabilities) of $4.9M, a cash position of $0.9M, giving a net debt position of $23.9M. Applying the Pro Forma Offer adjustments as described in Table 10 (b) above, cash raised of $25M less Offer and listing costs of $1.7M and applying the debt repayment of $5.3M, as well as the impact of the dividend payment of $0.7M, the pro forma net debt position as at completion would be $1.3M (unaudited).”

34 Amend the ‘Answer’ to the question titled “Overview of key investment highlights” on page 7 of the Prospectus by deleting the bullet point which reads “Preferred partner;”.

• 35 Amend the fourth paragraph of Section 2.7 of the Prospectus to read:

“LGI’s competitors include:

• one large unlisted proprietary company which is an end-to-end biogas from landfill services provider;

• two large unlisted proprietary companies that provide installation, operation and maintenance of landfill biogas infrastructure; and

• two large unlisted proprietary companies that own existing biogas-to-power stations on landfills.”

• 36 Delete the words “market leading” from the first sentence of Section 3.1 of the Prospectus.

• 37 Amend the last sentence of the note to Table 3 in Section 3.5.5 to read as follows:

“Currently LGI has eight opportunities awaiting approval:

• three biogas management with potential electricity generation opportunities, which relate to contracted sites waiting for connection approval from the local electricity distribution company; and

• five biogas management with flaring and potential ACCU opportunities, which are the subject of an ongoing tender process.”

• 38 Amend the word ‘consistently’ in the third paragraph under the heading ‘Optimise biogas extraction and yield’ in Figure 16 of Section 3.6 to “mostly”.

• 39 Amend paragraph 4 of the ‘Qualifying Termination Events’ under the heading ‘Termination’ in Section 8.3 on page 90 of the Prospectus to read as follows:

“4. (Timetable) any event specified in the Offer timetable is delayed for more than two business days without the prior written approval of the Joint Lead Managers (other than any

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delay caused solely by the Joint Lead Managers or a delay as a result of an extension of the exposure period by ASIC);”

• 40 Replace the Investigating Accountant’s Report and Financial Services Guide with Appendix 1 to this Supplementary Prospectus.

Authorisation

This Supplementary Prospectus is issued by the Company. In accordance with section 720 of the Corporations Act 2001 (Cth), each Director has consented to the lodgement of this Supplementary Prospectus with ASIC and has not withdrawn that consent prior to lodgement.

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Vik Bansal Chairman LGI Limited

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Appendix 1 - Investigating Accountant’s Report and Financial Services Guide

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