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RIVCO AUSTRALIA LTD Capital/Financing Update 2023

Jul 2, 2023

65706_rns_2023-07-02_7f9662b1-d220-4ae6-9fea-72411c7cabbf.pdf

Capital/Financing Update

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3 July 2023

Partially Underwritten Non-Renounceable Entitlement Offer

Duxton Water Limited ("the Company" or "D2O") is pleased to announce a 1:4 partially underwritten pro rata non-renounceable entitlement offer (Entitlement Offer) to raise up to approximately $44.2 million of ordinary equity. The price of the offer has been set at $1.50 per share (Offer Price) representing a discount of 11.5%to the Company's closing share price on 30 June 2023 of $1.695 per share.

Funds raised through the Entitlement Offer are intended to be used for the following activities:

  • To fund the acquisition of water entitlements from Treasury Wine Estates ($39.1 million); and
  • To expand the Company's portfolio of permanent water entitlements; or
  • To reduce debt.

Details of the Entitlement Offer

The Record Date under the Entitlement Offer is 7.00pm (AEST) on Thursday, 6 July 2023 (Record Date). The Entitlements are non-renounceable and accordingly cannot be traded on the ASX.

The Offer Price of $1.50 per share under the Entitlement Offer represents a discount of 11.5% to the Company's closing share price of $1.695 on 30 June 2023 and a discount of 10.2% to the 10-day volumeweighted average price of $1.67 up to and including 30 June 2023.

The Entitlement Offer is partially underwritten to $25 million of the shortfall of any entitlements not taken up in accordance with the Entitlement Offer. Any entitlement not taken up pursuant to the Entitlement Offer will form the shortfall offer.

Eligible Shareholders under the Entitlement Offer

Eligible shareholders under the Entitlement Offer are those shareholders who hold shares in the Company on the Record Date and do not have a registered address in the United States of America (Eligible Shareholders).

Eligible Shareholders have the opportunity to take up their entitlement of shares at the Offer Price, subject to the terms and conditions outlined in the Offer document which will be released to the ASX on 3 July 2023 and dispatched to Eligible Shareholders on Tuesday, 11 July 2023. The Entitlement Offer is anticipated to close on Tuesday, 1 August 2023.

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

ASX ANNOUNCEMENT

Eligible Shareholders can choose to take up all, part, or none of their entitlements. Furthermore, the Entitlement Offer will include a top up facility under which Eligible Shareholders who take up their entitlements in full may also apply for up to an additional 100% of their entitlement in the Entitlement Offer that were not taken up by other Eligible 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.

New shares under the Entitlement Offer are expected to be issued on Tuesday, 8 August 2023. The Company will, upon issue of the new shares under the Entitlement Offer, seek quotation of the new shares on the ASX.

Please note that Shareholders with a registered address in the United States of America on the Record Date are ineligible to participate in the Entitlement Offer.

The indicative timetable for the Entitlement Offer is as follows:
Announcement of the Entitlement Offer Monday, 3 July 2023
Shares commence trading on the ASX onan "ex-entitlement basis" Wednesday, 5 July 2023
Record Date for the Entitlement Offer Thursday, 6 July 2023
Entitlement Offer opens, bookletdispatched Tuesday, 11 July 2023
Entitlement Offer closes Tuesday, 1 August 2023
Shares quoted on a deferred settlementbasis Wednesday, 2 August 2023
ASX notified of under subscriptions Thursday, 3 August 2023
Issue date Tuesday, 8 August 2023
Commencement of trading (on a normalbasis) Wednesday, 9 August 2023

^The above timetable is indicative only and subject to change. The Company reserves the right to amend any or all of these dates and times subject to the Corporations Act, the ASX Listing Rules and other applicable laws. The quotation of the new shares is subject to confirmation from ASX. The Company reserves the right to withdraw or amend the terms of the Entitlement Offer without notice to you.

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

Further Information

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.

MST Financial acted as sole lead manager and partial underwriter on the Entitlement Offer.

Steinepreis Paganin is acting as legal advisor to Duxton Water Limited.

Further details with regards to the information contained within this announcement can be found in a separate investor presentation to be lodged with ASX.

This announcement has been authorised for release by the Board of Duxton Water Limited.

Contact Information

For further information or if you have any questions in relation to the Entitlement Offer, you can call the Duxton Water Shareholder Information Line on 1300 556 161 (within Australia) or +61 3 9415 4000 (outside Australia), from 8:30am to 5.00pm (AEST), Monday to Friday (excluding public holidays). https://www.duxtonwater.com.au/

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.

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