RIVCO AUSTRALIA LTD — Capital/Financing Update 2017

Nov 16, 2017

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Duxton Water Limited

ABN

53 611 976 517

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to be issued Fully Paid Ordinary Shares
• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

615,226 (six hundred and fifteen thousand, two hundred and twenty six)

+ See chapter 19 for defined terms.

• 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
• 4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration 615,226 issued at $1.049 per share

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Fully Paid Ordinary Shares

yes

Ordinary Shares issued to D2O Shareholders under the Company's Dividend Reinvestment Plan.

in rule 7.2 6g If +securities issued under rule 7.1A, was issue price

of the VWAP calculation.

6f Number of +securities

issued under an exception

• issued without security holder approval under rule
• 6d Number of +securities issued with security holder

approval under rule 7.1A

7.1

under rule 7.1A?

comply with section 6i

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities

10 May 2017

N/A

N/A

N/A

615,226 issued under exception 7

at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source N/A

		+ See chapter 19 for defined terms.
--	--	-------------------------------------	--	--	--	--

• 6h If +securities were issued under rule 7.1A for noncash consideration, state date on which valuation of consideration was released to ASX Market Announcements N/A
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
71,193,632	Fully Paid
	Ordinary Shares
63,962,406	Options
	exercisableat
	$1.10onor
	before31May
	2018

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

7.1A: 7,119,363

7.1: 10,679,044

16/11/2017

7.1A for non-
deration, state
ich valuation of
n was released
MarketX
₹n

Same as existing.

Part 2 - Pro rata issue

• 11 Is security holder approval required?
• 12 Is the issue renounceable or non-renounceable?
• 13 Ratio in which the +securities will be offered
• 14 +Class of +securities to which the offer relates N/A
• 15 +Record date to determine entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

20 Names of any underwriters N/A

		+ See chapter 19 for defined terms.
--	--	-------------------------------------	--	--	--

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

21 Amount of any underwriting fee or commission N/A

22	Names of any brokers to theissue	N/A
23	Fee or commission payableto the broker to the issue	N/A
24	Amount of any handling feepayabletobrokerswholodgeacceptancesorrenunciations on behalf ofsecurity holders	N/A
25	If the issue is contingent onsecurityholders'approval,the date of the meeting	N/A
26	Dateentitlementandacceptance form and offerdocumentswill be sent topersons entitled	N/A
27	Iftheentityhasissuedoptions,andthetermsentitleoptionholderstoparticipate on exercise, thedate on which notices will besent to option holders	N/A
28	Date rights trading will begin(if applicable)	N/A
29	Date rights trading will end(if applicable)	N/A
30	How do security holders selltheirentitlementsinfullthrough a broker?	N/A
31	How do security holders selloftheirentitlementspartthrough a broker and acceptfor the balance?	N/A

32 How do security holders dispose of their entitlements (except by sale through a broker)? N/A

33 +Issue date N/A

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34	Type of +securities
	(tick one)

• (a) +Securities described in Part 1
• (b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

clause 38)

38 Number of +securities for which +quotation is sought N/A 39 +Class of +securities for which quotation is sought N/A 40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment N/A 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security) N/A Number +Class 42 Number and +class of all +securities quoted on ASX N/A

(including the +securities in

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 17 November 2017

Print name: Donald Stephens (Company secretary) == == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinary63,965,406securities on issue 12 months before the+issue date or date of agreement to issue
Add the following:
Number of fully paid +ordinary securities•	3,000 issued on 16/08/2017
issued in that 12 month period under anexception in rule 7.2	615,226 issued on 16/11/2017
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	6,610,000 issued on 13/11/2017
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	nil
"A"	71,193,632

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	10,679,044
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	nil
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	10,679,044
Note: number must be same as shown inStep 2
Subtract "C"	nil
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	10,679,044
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	71,193,632
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	7,119,363
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	nil
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"	nil

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10	7,119,363
Note: number must be same as shown inStep 2
Subtract "E"	nil
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	7,119,363
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.