MURRAY COD AUSTRALIA LIMITED — Capital/Financing Update 2021

Nov 11, 2021

Proposed issue of securities

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Announcement Summary

Entity name

MURRAY COD AUSTRALIA LIMITED

Announcement Type

New announcement

Date of this announcement

12/11/2021

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
MCA	ORDINARY FULLY PAID	89,552,239

Proposed +issue date 18/11/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

MURRAY COD AUSTRALIA 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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

74143928625

1.3 ASX issuer code

MCA

1.4 The announcement is

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New announcement

1.5 Date of this announcement

12/11/2021

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 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

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)? Existing class

Details of +securities proposed to be issued

ASX +security code and description MCA : ORDINARY FULLY PAID Number of +securities proposed to be issued 89,552,239

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 0.33500

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

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Part 7C - Timetable

7C.1 Proposed +issue date

18/11/2021

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? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

31,605,663 fully paid ordinary shares

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

57,946,576 fully paid ordinary shares

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

The Company will also undertake a Share Purchase Plan (SPP) to raise approximately $3 million. The SPP will provide eligible retail shareholders resident in Australia and New Zealand with the opportunity to acquire additional shares at the Placement price of $0.335 per share.

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

Part 7E - Fees and expenses

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

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

Barrenjoey Markets Pty Ltd

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Fees totalling 3.5% of the gross proceeds of the Placement, including underwriting fee.

7E.2 Is the proposed issue to be underwritten?

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Yes

7E.2a Who are the underwriter(s)?

Barrenjoey Markets Pty Ltd

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

The Placement is fully underwritten.

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

As set out above.

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

The Lead Manager may terminate its obligation to underwrite on the occurrence of certain events customary for an arrangement of this nature, as set out in the summary of the Placement Agreement provided at Appendix 4 of the Capital Raising Presentation announced to the ASX on 12 November 2021.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

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

The Company may in its absolute discretion, pay the Lead Manager a further incentive fee of 1% of the gross proceeds of the Placement.

Part 7F - Further Information

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

As set out in the ASX announcement dated 12 November 2021, the proceeds of the placement will support the expansion of the Company's production and processing capacity.

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

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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