READCLOUD LIMITED — Capital/Financing Update 2020

Oct 26, 2020

Announcement Summary

Entity name READCLOUD LIMITED

Announcement Type

New announcement

Date of this announcement

Tuesday October 27, 2020

The Proposed issue is: A placement or other type of issue

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

ASX +security code	+Security description	Maximum Number of+securities to be issued
n/a	Performance Rights	394,736

Proposed +issue date

Friday October 30, 2020

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

READCLOUD 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

44136815891

1.3 ASX issuer code

RCL

1.4 The announcement is

New announcement

1.5 Date of this announcement

Tuesday October 27, 2020

1.6 The Proposed issue is:

A placement or other type of issue

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
Other (please specify incomment section)	Friday October 30, 2020	actual?Actual	received/condition met?

Comments

The issue is subject to satisfaction/waiver of conditions precedent and completion of acquisition.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? New class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

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

Have you received confirmation fromASX that the terms of the proposed+securities are appropriate andequitable under listing rule 6.1?Yes	Will the entity be seeking quotationof the 'new' class of +securities onASX?No
ASX +security code	+Security description
New class-code to be confirmed	Performance Rights

+Security type

Performance options/rights

Number of +securities proposed to be issued

394,736

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

Deferred Consideration for the acquisition of PKY Media Pty Ltd determined by reference to achievement of FY22 revenue numbers

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

150,000.000000

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Performance options/rights details

+Security currency	Exercise price	Expiry date
AUD - Australian Dollar	AUD 0.3800	Saturday December 31, 2022
	Details of the type of +security that will be issued if the option is exercised
RCL : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

394,736

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.

https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02299354-3A553679?access\_token=83 ff96335c2d45a094df02a206a39ff4

Part 7C - Timetable

7C.1 Proposed +issue date

Friday October 30, 2020

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?

394,736

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)? No

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? No

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 align the Vendor with RCL in the future, preserve cash resources; and to ensure that the price which it pays for Target accurately reflects underlying performance of the Vendor business in the near term.

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