RIVCO AUSTRALIA LTD — Capital/Financing Update 2017

Nov 14, 2017

15 November 2017 ASX Announcement

DUXTON WATER LEASE PORTFOLIO UPDATE

Duxton Water Limited ("Duxton Water" or "the Company") is pleased to announce the settlement of its acquisition of 2,402 ML of Water Entitlements, the issue of 6,610,000 Shares to Duxton Vineyards Pty Ltd as consideration for the Water Entitlements, and the commencement of a 7 year lease of those Water Entitlements with Duxton Viticulture (as approved at the General Meeting of Shareholders held on the 18th of October 2017).

This lease increases Duxton Water's weighted average lease yield from 6.06% to 6.20% p.a.

The Company now holds long-term leases with primary producers which represents 63% (up from 57%) of its water portfolio. The Company aims to have 70% - 80% held in long-term leases over time.

The weighted average lease term expiry for Duxton Water's portfolio is 5.64 years.

The settlement of these entitlements means Duxton Water is fully invested across a portfolio of over 35,000 ML of Water Entitlement in the Murray, Murrumbidgee, Goulburn, Lachlan and Macquarie River systems.

The acquisition added a further 1,891 ML of NSW Murray High Security and 511ML of NSW Murray General Security Entitlement to the Company's existing holdings in these regions.

The Company's October Monthly Update (released 10/11/17) advised on an updated NAV (Net Asset Value) of $1.14, the abovementioned acquisition is to be recognised in the November NAV calculation.

Contacts:

Mr Alister Walsh	+61 427 282 250
Ms Melissa Randall	+61 420 307 104

Duxton Water Limited 7 Pomona Road, Stirling SA 5152 www.duxtonwater.com.au

ANNOUNCEMENT TO AUSTRALIAN SECURITIES EXCHANGE

15 November 2017

ASX Limited Companies Announcement Office Electronic Lodgement System

Dear Sirs

Section 708A Notice – Shares Issued

Duxton Water Limited (Company) hereby provides notice to the ASX for the purpose of section 708A(5)(e) of the Corporations Act 2001 (Cth) that it has issued 6,610,000 fully paid ordinary shares in the Company (Shares) without disclosure to investors under Part 6D.2 of the Corporations Act 2001 (Cth).

The Company states that as at the date of this notice it:

• § has complied with the provisions of Chapter 2M of the Corporations Act 2001 (Cth) as they apply to the Company;
• § has complied with section 674 of the Corporations Act 2001 (Cth); and
• § is not aware of any excluded information within the meaning of sections 708A(7) and 708A(8) of the Corporations Act (Cth).

An Appendix 3B relating to this issue is attached to this announcement.

Yours Faithfully

Donald Stephens Company Secretary

Duxton Water Limited 7 Pomona Road, Stirling SA 5152 www.duxtonwater.com.au

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

6,610,000 (six million, six hundred and ten thousand)

+ 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

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

Same terms as ordinary shares

yes

5 Issue price or consideration Issued as consideration for the acquisition of 2,402 ML of Water Entitlements.

6,610,000 ordinary shares issued for the acquisition of 2,402 ML of Water Entitlements, as approved by Shareholders on 18 October 2017.

• 04/03/2013 Appendix 3B Page 3

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? yes

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

• 6b The date the security holder resolution under rule 7.1A was passed
• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

• See chapter 19 for defined terms.

N/A

N/A

N/A

N/A

• 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
• 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
70,578,406	Fully Paid
	Ordinary Shares
63,962,406	Options
	exercisableat
	$1.10onor
	before31May
	2018

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

Number	+Class

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

Dividends payable are at the Board's discretion.

7.1: 10,586,760

7.1A: 7,057,840

N/A

13/11/2017

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: 15 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 +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	63,965,406
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2	3,000
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	6,610,000
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 +ordinarynilsecurities cancelled during that 12 monthperiod
"A"	70,578,406

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	10,586,760
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	10,586,760
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"	10,586,760
	[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"	70,578,406
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	7,057,840
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	7,057,840
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"	7,057,840
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.