MPR AUSTRALIA LIMITED — Capital/Financing Update 2021

Feb 25, 2021

Proposed issue of securities

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Announcement Summary

Entity name

MPOWER GROUP LIMITED

Announcement Type

New announcement

Date of this announcement

Friday February 26, 2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	Unlisted Options exercisable at $0.17 on or before 3 years	8,000,000
	from Issue
MPR	ORDINARY FULLY PAID	35,823,530

Proposed +issue date

Tuesday April 13, 2021

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

MPOWER GROUP LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

73009485625

1.3 ASX issuer code

MPR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday February 26, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Friday April 9, 2021	actual?	received/condition met?
		Estimated

Comments

Tranche 2 of the placement announced on 26 February 2021 and unlisted options for lead manager for capital raising and advisory services

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted Options exercisable at $0.17 on or before 3 years from Issue

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	Proposed issue of securities
	+Security type
	Options
	Number of +securities proposed to	be issued
	8,000,000
	Offer price details
	Are the +securities proposed to be	issued being issued for a cash consideration?
	No
	Please describe the consideration being provided for the +securities
	Capital raising and advisory services
	Please provide an estimate of the AUD equivalent of the consideration being
	provided for the +securities
	204,400.000000
	Will all the +securities issued in this class rank equally in all respects from
	their issue date?
	Yes
	Options details
	+Security currency	Exercise price	Expiry date
	AUD - Australian Dollar	AUD 0.1700	Friday April 12, 2024
	Details of the type of +security that	will be issued if the option is exercised
	MPR : ORDINARY FULLY PAID
	Number of securities that will be issued if the option is exercised
	8,000,000
	Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
	proposed to be issued or provide the information by separate announcement.
	Is the proposed security a 'New	Will the proposed issue of this
	class' (+securities in a class that is	+security include an offer of
	not yet quoted or recorded by ASX) attaching +securities?
	or an 'Existing class' (additional	No
	securities in a class that is already
	quoted or recorded by ASX)?
	Existing class

Details of +securities proposed to be issued

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ASX +security code and description

MPR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

35,823,530

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.08500

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

Tuesday April 13, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

Friday April 9, 2021

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

JP Equity Partners

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% fee plus 8,000,000 unlisted options

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To fund the Company's Build Own Operate strategy. To acquire and develop renewable energy development projects. For general working capital requirements and the expenses of the Placement.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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