RIVCO AUSTRALIA LTD — Capital/Financing Update 2018

Oct 23, 2018

Not for release to US wire services or distribution in the United States

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24 October 2018

ASX Announcement

COMPLETION OF INSTITUTIONAL ENTITLEMENT OFFER

We are pleased to announce Duxton Water Limited (“the Company”, ASX: D2O) has had a total of 7.5 million New Shares issued under the Institutional Entitlement Offer.

At an offer price of $1.30/new share, this has meant an additional $9.8 million (before transaction costs) of new capital for the Company.

Including the New Shares issued on 24 October 2018, the Company now has 97,781,974 Shares on Issue which, at $1.355 per share as at 22 October 2018 (closing), equates to a market capitalisation of $132,494,575 . An Appendix 3B is attached to this announcement.

The retail component of the Entitlement Offer (Retail Entitlement Offer) opens today (24 October 2018) and is anticipated to close at 5:00pm (CSDST) on 16 November 2018 and consists of a 1 for 2 pro-rata nonrenounceable entitlement offer at $1.30 per share to raise up to approximately $34.6 million. Eligible Retail Shareholders can choose to take up all, part or none of their Entitlements. Furthermore, the Retail Entitlement Offer will include a top up facility under which Eligible Retail Shareholders who take up their Entitlement in full may also apply for additional shares in the Retail Entitlement Offer that were not taken up by other Eligible Retail Shareholders. There is no guarantee that applicants under the top up facility will receive all or any of the additional shares for which they apply.

The Board and the Investment Manager would like to thank existing and new shareholders for their continued interest and support of the Company.

Ed Peter

Chairman

Further Information

For further information on the Entitlement Offer or if you have any questions you can call the Duxton Shareholder Information Line on 08 8130 9500 (within Australia) or +61 8 8130 9500 (outside Australia) from 8.30 am to 5.30 pm (AEDT) Monday to Friday (excluding public holidays).

Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action on the basis of the information.

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

• 2 -

Not for Release or Distribution in the United States

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

ACN

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 Fully Paid Ordinary Shares be issued 2 Number of[+] securities issued or To be issue 7,501,693 fully paid ordinary to be issued (if known) or shares pursuant to the institutional maximum number which may component of the accelerated nonbe issued renounceable pro-rata entitlement offer, as detailed in the ASX announcement dated 19 October 2018. Up to approximately 37,638,448 fully paid ordinary shares may be issued pursuant to the retail component of the Entitlement Offer on 23 November 2018. This number is yet to be finalised.

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)	As per existing fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? 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	Yes, the new shares rank equally in all respect with other fully paid ordinary shares.
	$1.30 per share
	The Company intends to use the funds raised under the Entitlement Offer to finalise already contracted assets in the pipeline, continue to acquire water entitlement and allocation assets in the Australian water market and cover costs associated with the Entitlement Offer. Excess funds, if any, will be used to repay debt (~$30 million), and cover costs associated with the entitlement offer and general working capital requirements.
	yes
	3 May 2018
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

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. 6h If+securities were issued under rule 7.1A for non-cash 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.	N/A
	N/A
	7,501,693 fully paid ordinary shares
	N/A
	N/A
	7.1: 14,667,296 7.1A: 9,778,197
	The issue date under the institutional component of the Entitlement Offer is 24 October 2018. The issue date under the retail component of the Entitlement Offer is scheduled for 23 November 2018.

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	97,781,974 Up to approximately 37,638,448 may be issued pursuant to the retail component of the Entitlement Offer on 23 November 2018. This number is yet to be finalised. (subject to rounding and determination of entitlement) under the Retail	Fully paid ordinary shares Fully paid ordinary shares
	Number	+Class
	N/A	N/A
	Same as existing.

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

Part 2 - Pro rata issue

art 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 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	No
	Non-renounceable
	One new fully paid share for every two fully paid shares held at the record date.
	Fully Paid Ordinary Shares
	19 October 2018 at 7:00pm (CSDST)
	No
	Any fractions arising in the calculation of entitlements will be rounded up to the nearest whole number of shares.
	For the institutional component of the Entitlement Offer, all countries other than Australia, New Zealand, Hong Kong, Singapore, United Kingdom and Switzerland. For the retail component of the Entitlement Offer, all countries other than Australia and New Zealand.
	The institutional component of the Entitlement Offer closed on 18 October 2018. The retail component of the Entitlement Offer is scheduled to close on 16 November 2018.

• See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable)	N/A
	N/A
	Bell Potter Securities
	4% fee on the placement amount of any shortfall securities from the Company’s accelerated non-renounceable entitlement offer.
	N/A
	N/A
	A retail entitlement offer booklet and entitlement and acceptance form are scheduled to be sent on or around 24 October 2018. No prospectus is being prepared for the Entitlement Offer. An Investor Presentation was provided on to the ASX on 17October 2018.
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
		N/A
		N/A The issue date under the institutional component of the Entitlement Offer is scheduled for 24 October 2018. The issue date under the retail component of the Entitlement Offer is scheduled for 23 November 2018.
		N/A
		The issue date under the institutional component of the Entitlement Offer is scheduled for 24 October 2018. The issue date under the retail component of the Entitlement Offer is scheduled for 23 November 2018.

• See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

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.

Appendix 3B Page 8

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 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

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)

42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

Number +Class

• See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

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.

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Sign here: ............................................................ Date: 24 October 2018 (Company secretary)

Print name: Donald Stephens

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• See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

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 placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	63,968,406
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	615,226 issued on 16/11/2017 10,000 issued on 14/12/2017 6,610,000 issued on 13/11/2017 10,000 issued on 22/12/2017 30,000 issued on 12/01/2018 9,500 issued on 05/03/2018 1,760,000 issued on 13/03/2018 71,211 issued on 18/04/2018 10,000 issued on 20/04/2018 1,031,500 issued on 11/05/2018 336,881 issued on 18/05/2018 1,309,002 issued on 22/05/2018 1,484,134 issued on 25/05/2018 2,323,139 issued on 29/05/2018 1,073,720 issued on 30/05/2018 4,778,480 issued on 31/05/2018 3,817,607 issued on 04/06/2018 55,000 issued on 05/06/2018 225,818 issued on 13/06/2018 750,657 issued on 14/09/2018 7,501,693 issued on 24/10/2018
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period
“A”	97,781,974

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 14,667,296

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued nil or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded – not just ordinary securities

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

“C” nil

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 14,667,296 Note: number must be same as shown in Step 2 Subtract “C” nil Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 14,667,296 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 97,781,974 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 9,778,197

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued nil or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” nil

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	9,778,197
Subtract“E” Note: number must be same as shown in Step 3	nil
Total[“A” x 0.10] – “E”	9,778,197 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 14

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