RIVCO AUSTRALIA LTD — Capital/Financing Update 2018

Jun 13, 2018

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14 June 2018

FINAL NOTIFICATION OF EXERCISE OF OPTIONS

We are pleased to announce Duxton Water Limited (“the Company”, ASX code: D2O) has had a total of 18,267,781 Options exercised (equal to 28.56% of the original Options issued at D2O’s IPO – September 2016).

This has meant an additional $20,094,559.10 (before transaction costs) of new capital for the Company.

The Options were issued when the Company was listed on the ASX in September 2016; with shareholders receiving one Option for every Ordinary Share held, exercisable at $1.10 per Option, prior to expiry on 31 May 2018.

Duxton Water now has 89,529,624 Ordinary Shares on issue which, at $1.175 per share (as at 13 June 2018), equates to a market cap of $105,197,308 .

As advised in November 2017, Duxton Water established a debt facility for the purposes of smoothing future capital deployment and to take advantage of short term opportunities. To date, the debt facility has been utilised to acquire water entitlements ahead of the expected in-flow of capital that has now been received from the Option take up. As a result of this strategy, the Company is close to being fully deployed which is expected to result in minimal dilution of income for shareholders.

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

Should you have any questions regarding Duxton Water Ltd, please contact Duxton Capital’s Investor relations team on (+61) 8 8130 9500, or email Lauren Thiel at lauren.thiel@duxtonam.com

Duxton Water Limited

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

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ANNOUNCEMENT TO AUSTRALIAN SECURITIES EXCHANGE

14 June 2018

ASX Limited Companies Announcement Office Electronic Lodgement System

Dear Sirs

Section 708A Notice – Shares Issued on Conversion of Options

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 225,818 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

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Donald Stephens Company Secretary

Duxton Water Limited

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

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

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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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)	Fully Paid Ordinary Shares
	225,818
	Same terms as ordinary shares – conversion of listed options exercisable at $1.10 on or before 31 May 2018

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

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 6d Number of+securities issued with security holder approval under rule 7.1A	Yes
	225,818 issued at $1.10 each
	Exercise of options
	Yes
	3 May 2018
	N/A
	N/A

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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	N/A	N/A
	225,818 issued under exception 4
	N/A
	N/A
	7.1: 13,429,443 7.1A: 8,952,962
	13 June 2018
	Number	+Class
	89,529,624	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

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

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

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 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 21 Amount of any underwriting fee or commission	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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) 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
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

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

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	N/A
	N/A

40 Do the[+] securities rank equally in N/A 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

N/A

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class 42 Number and +class of all N/A +securities quoted on ASX ( including the +securities in clause 38)

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

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

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:

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Date: 14 June 2018

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

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	63,965,406
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	3,000 issued on 16/08/2017 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
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	89,529,624

• See chapter 19 for defined terms.

Appendix 3B Page 9

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 13,429,443 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 13,429,443 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” 13,429,443 [Note: this is the remaining placement capacity under rule 7.1]

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” 89,529,624 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 8,952,962 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.

Appendix 3B Page 11

04/03/2013

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	8,952,962
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	8,952,962 Note: this is the remaining placement capacity under rule 7.1A