MPR AUSTRALIA LIMITED — Capital/Financing Update 2015

Nov 29, 2015

Tag Pacific Limited ABN 73 009 485 625

For all enquiries:

Phone:

30 November 2015

(TAG) +61 2 8275 6000

Web:

www.tagpac.com

T 000001 000 TAG MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Shareholder

NON-RENOUNCEABLE PRO RATA RIGHTS ISSUE

On 30 November 2015 Tag Pacific Limited (ASX: TAG) (" Tag Pacific " or the " Company ") announced an 11 for 20 non-renounceable pro rata rights issue at an issue price of $0.04 per share to raise up to approximately $2,061,790 (before costs) (" Rights Issue ").

The purpose of this letter is to provide you with key information about the Rights Issue before the Offer Document is sent to eligible shareholders in accordance with the requirements of the ASX.

Key Information

1. The Rights Issue is a non-renounceable pro-rata offer and is being undertaken on the basis of 11 new fully paid ordinary shares (" New Shares ") for every 20 fully paid ordinary shares held by eligible shareholders at 4 December 2015 at 4 cents per New Share.

2. The record date for eligible shareholders is 7pm (Sydney time) on Friday, 4 December 2015 (" Record Date ").

3. Eligible shareholders are those shareholders whose registered address is within Australia, New Zealand, Hong Kong, Singapore or the United Kingdom as at the Record Date.

4. Fractional entitlements to New Shares will be rounded up to the nearest whole number.

5. A maximum of 51,544,762 New Shares will be issued under the Rights Issue.

6. As a non-renounceable offer, rights are not tradeable on the ASX or otherwise transferable.

7. New Shares will rank equally with the Company’s existing fully paid ordinary shares.

8. Shareholder approval of the Rights Issue is not required.

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1. The Rights Issue will be undertaken with an Offer Document pursuant to Section 708AA of the Corporations Act 2001.

2. The Rights Issue is not underwritten.

3. The Company does not have a dividend policy. Payment of future dividends will depend upon future profitability and the financial position of the Company.

Use of the proceeds

Funds to be raised from the Rights Issue will be used as follows:

• to meet ongoing working capital requirements, including funding the continued development of the Company's investments; and

• to meet the costs of the Rights Issue.

Eligible Shareholders

The Rights Issue is being offered to all eligible shareholders only. Eligible shareholders are shareholders on the Record Date who:

• (a) have a registered address in Australia, New Zealand, Hong Kong, Singapore or the United Kingdom or are a shareholder that Tag Pacific has otherwise determined is eligible

to participate;

• (b) are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States; and

• (c) are eligible under all applicable securities laws to receive an offer under the Rights Issue without any requirement for a prospectus or other disclosure document to be lodged or registered.

Ineligible Shareholders

The Company has decided that it is unreasonable to make offers under the Rights Issue to shareholders with registered addresses outside Australia, New Zealand, Hong Kong, Singapore and the United Kingdom (" Ineligible Shareholders ") having regard to the number of shareholders in those places, the number and value of the New Shares they would be offered and the cost of complying with the legal and regulatory requirements in those places. Accordingly, the Rights Issue is not being extended to, and does not qualify for distribution or sale to, and no New Shares will be issued to shareholders having registered addresses outside Australia, New Zealand, Hong Kong, Singapore and the United Kingdom.

The Company has appointed a company (the " Nominee ") who has been approved by the Australian Securities and Investments Commission to act as a nominee for the Ineligible Shareholders for the purposes of section 615 of the Corporations Act 2001. The Company will issue to the Nominee at the Issue Price the New Shares that Ineligible Shareholders would be entitled to if they were eligible to participate in the Offer (" Nominee Shares ").

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The Nominee will sell the Nominee Shares at a price and otherwise in a manner determined by the Nominee in its sole discretion. Neither the Company nor the Nominee, will be liable for either the timing or price at which the Nominee Shares may be sold. Any net proceeds of sale will be distributed to each of the Ineligible Shareholders in proportion to the Ineligible Shareholders' Entitlement, after deducting the costs of selling the Nominee Shares, the issue price of the Nominee Shares and the fee payable by the Company to the Nominee for it agreeing to act as the Nominee.

Capital structure

The capital structure of the Company following the issue of New Shares, assuming the maximum number of New Shares is issued under the Rights Issue and no Options are exercised prior to the Record Date and subject to rounding up of fractional entitlements, will be as follows:

Shares on issue on announcement of Rights Issue	93,717,749
Maximum number of New Shares to be issued under the Rights Issue	51,544,762
Maximum number of Shares on issue after the Rights Issue	145,262,511
Quoted options on issue after completion of the Rights Issue	9,965,872
Unquoted options on issue after completion of the Rights Issue	3,029,000

The Company has 9,965,872 quoted Options and 3,029,000 unquoted Options on issue. The holders of the quoted and unquoted Options are not eligible to participate in the Rights Issue unless they exercise their Options prior to the Record Date. 1,929,000 of the unquoted Options are not capable of being exercised prior to the Record Date, as they will not have vested by that date. Notices were sent to the holders of all options on 30 November 2015 notifying them by when they must exercise their Options if they wish to participate in the Rights Issue.

Key Dates

Full details of the Rights Issue are contained in the Offer Document lodged with the ASX on 30 November 2015. A copy of the Offer Document is available on the ASX website (www.asx.com.au) and on the Company’s website (www.tagpac.com). A copy of the Offer Document will be dispatched to Eligible Shareholders together with a personalised entitlement and acceptance form, by 9 December 2015.

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The Company expects the Rights Issue to be conducted in accordance with the following timetable:

Event	Date
Rights Issue / Offer announced via ASX	30 November 2015
Offer Document lodged with ASX	30 November 2015
Notice sent to Shareholders containing information about RightsIssue	1 December 2015
Shares quoted on an “ex” basis	2 December 2015
Record Date to identify Shareholders entitled to participate inRightsIssue	7.00pm (Sydneytime)on 4 December
Offer Document and Entitlement and Acceptance Formsdespatched	9 December 2015
Closing Date for acceptance	5.00pm (Sydneytime)on 18
Issue of New Shares	29 December 2015
Despatch of holding statements	30 December 2015
Normal (T+3) trading commences	31 December 2015

The above dates are indicative only. The Company reserves the right to vary the dates at any time, subject to the ASX Listing Rules and the Corporations Act.

An Appendix 3B applying for quotation of the New Shares was lodged with the ASX on 30 November 2015.

For further information please contact the Company Secretary on +61 2 8275 6000 or by email at info@tagpac.com.

Yours sincerely

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Peter Wise Chairman

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