SCHOOLBLAZER LIMITED — Capital/Financing Update 2016

Jul 18, 2016

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

Name of entity
HGL Limited

ABN
25 009 657 961

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)
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

1. Issue price or consideration

Fully paid ordinary shares
750,845
Not applicable
Yes
$0.426 per share

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6 Purpose of the issue

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

Issued pursuant to the HGL Limited Dividend Reinvestment Plan

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

Not applicable

6b The date the security holder resolution under rule 7.1A was passed

Not applicable

6c Number of *securities issued without security holder approval under rule 7.1

Not applicable

6d Number of +securities issued with security holder approval under rule 7.1A

Not applicable

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

Not applicable

6f Number of +securities issued under an exception in rule 7.2

Not applicable

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.

Not applicable

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

Not applicable

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

Not applicable

7 *Issue dates

19 July 2016

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

Number	+Class
55,657,919	Fully paid ordinary shares
Number	+Class
Not applicable

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

Number	+Class

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10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Shares rank equally in all respects with existing fully paid ordinary shares of HGL Limited.

Part 2 - Pro rata issue

11 Is security holder approval required?
Not applicable

12 Is the issue renounceable or non-renounceable?
Not applicable

13 Ratio in which the *securities will be offered
Not applicable

14 Class of securities to which the offer relates
Not applicable

15 *Record date to determine entitlements
Not applicable

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
Not applicable

17 Policy for deciding entitlements in relation to fractions
Not applicable

18 Names of countries in which the entity has security holders who will not be sent new offer documents
Not applicable

19 Closing date for receipt of acceptances or renunciations
Not applicable

20 Names of any underwriters
Not applicable

21 Amount of any underwriting fee or commission
Not applicable

22 Names of any brokers to the issue
Not applicable

23 Fee or commission payable to the broker to the issue
Not applicable

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
Not applicable

25 If the issue is contingent on security holders' approval, the date of the meeting
Not applicable

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26 Date entitlement and acceptance form and offer documents will be sent to persons entitled
Not applicable

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
Not applicable

28 Date rights trading will begin (if applicable)
Not applicable

29 Date rights trading will end (if applicable)
Not applicable

30 How do security holders sell their entitlements in full through a broker?
Not applicable

31 How do security holders sell part of their entitlements through a broker and accept for the balance?
Not applicable

32 How do security holders dispose of their entitlements (except by sale through a broker)?
Not applicable

33 +Issue date
Not applicable

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

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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

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 (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

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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.

3. The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

4. There is no reason why those +securities should not be granted +quotation.
5. 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.

• 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.

• 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: _________
Company secretary

Date: 19/07/2016

Print name: Iain Thompson

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• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 6