READCLOUD LIMITED — Capital/Financing Update 2021

Sep 6, 2021

Announcement Summary

Entity name

READCLOUD LIMITED

Announcement Type

New announcement

Date of this announcement

7/9/2021

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
New class-code to beconfirmed	Performance Rights	789,474

Proposed +issue date

30/9/2022

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.

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

Registration Number

ABN

44136815891

1.3 ASX issuer code

RCL

1.4 The announcement is

New announcement

1.5 Date of this announcement

7/9/2021

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 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 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 and	Will the entity be seeking quotationof the 'new' class of +securities onASX?
equitable under listing rule 6.1?	No
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

789,474

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

Please describe the consideration being provided for the +securities

Deferred consideration for the acquisition of Ripponlea Institute 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

300,000.000000

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	30/9/2022
	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

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/2924-02380306-3A568088?access\_token=83 ff96335c2d45a094df02a206a39ff4

Part 7C - Timetable

7C.1 Proposed +issue date 30/9/2022

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?

789,474

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? Yes

7D.3a Please enter, the number and +class of the +restricted securities and the date from which they will cease to be +restricted securities

50% RCL Ordinary Fully Paid Shares to be escrowed for 12 months from the date of issue following exercise of the performance rights, 50% RCL Ordinary Fully Paid Shares to be escrowed for 24 months from the date of issue following exercise of the performance rights

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

50% RCL Ordinary Fully Paid Shares to be escrowed for 12 months from the date of issue following exercise of the performance rights, 50% RCL Ordinary Fully Paid Shares to be escrowed for 24 months from the date of issue following exercise of the performance rights

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

Not applicable

Part 7F - Further Information

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

As payment of deferred consideration under Share Purchase Agreement with Ripponlea Institute Pty Ltd

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

None