TOUCH VENTURES LIMITED — Major Shareholding Notification 2021

Sep 28, 2021

603 page 1/2 15 July 2001

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name ~~/Scheme~~ Touch Ventures Limited ( Touch Ventures ) AC ~~N/ARSN~~ 612 559 958

1. Details of substantial holder (1)

Name	Woodson Capital Master Fund, LP, Woodson Capital Partners II, LP (together the "Woodson Funds") and the other persons named in paragraph 3 below	Woodson Capital Master Fund, LP, Woodson Capital Partners II, LP (together the "Woodson Funds") and the other persons named in paragraph 3 below
ACN/ARSN (if applicable)	N/A
		First became a substantial holder on 14 January 2021 but was first required to lodge a
		Notice of initial substantial holder as a result of the issue of ordinary shares in Touch
		Ventures Limited ACN 612 559 958 (Touch Ventures) that completed on
The holder became a substantial	holder on	23 September 2021 as described in the prospectus lodged by Touch Ventures with ASIC on 6 September 2021 (Prospectus).
		This notice describes the voting power and relevant interests of the substantial holder
		as at 23 September 2021.
2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had

a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities(4)	Number of securities	Person’s votes(5)	Voting power(6)
Ordinary shares	71,203,069	71,203,069	9.98%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

older are as follows:
Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Woodson Capital General Partner, LLC	Woodson Capital General Partner, LLC has a relevant interest under s608(3)(b) in the securities held by the Woodson Funds, because it controls, the Woodson Funds.	71,203,069 ordinary shares
Woodson Capital Management, LP	Woodson Capital Management, LP has a relevant interest under s608(1)(c) in the securities held by the Woodson Funds, because Woodson Capital General Partner, LLC (the general partner of the Woodson Funds) has delegated the ability to control the disposal of those securities to Woodson Capital Management, LP as investment manager.	71,203,069 ordinary shares
Woodson Capital General Partner, LLC as general partner of Woodson Capital Master Fund, LP	Woodson Capital General Partner, LLC as general partner of Woodson Capital Master Fund, LP has a relevant interest in 67,454,259 ordinary shares under s608(1)(a), because it is the registered holder of the shares.	67,454,259 ordinary shares
Woodson Capital Partners II, LP	Woodson Capital Partners II, LP has a relevant interest in 3,748,810 ordinary shares under s608(1)(a), because it is the registered holder of the shares.	3,748,810 ordinary shares
James W Davis (Jim Davis)	Jim Davis has a relevant interest under s608(3)(a) in the securities in which each of Woodson Capital General Partner, LLC and Woodson Capital Management, LP have relevant interests, because his voting power in each of them is more than 20%.	71,203,069 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of Securities	Person entitled to be registered as holder(8)	Class and number of securities
Woodson Capital General Partner, LLC, Woodson Capital Management, LP, Woodson Capital Master Fund, LP and Jim Davis	Woodson Capital General Partner, LLC as general partner of Woodson Capital Master Fund, LP	Woodson Capital General Partner, LLC as general partner of Woodson Capital Master Fund, LP	67,454,259 ordinary shares
Woodson Capital General Partner, LLC, Woodson Capital Management, LP, Woodson Capital Partners II, LP and Jim Davis	Woodson Capital Partners II, LP	Woodson Capital Partners II, LP	3,748,810 ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

bstantial holder is as follows:
Holder of relevant interest	Date of acquisition	Consideration (9)	Class and number of securities
Woodson Capital General Partner, LLC as general partner of Woodson Capital Master Fund,LP	14 January 2021	$17,519,500.00	43,798,750 ordinary shares
Woodson Capital Partners II, LP	14 January 2021	$980,500.00	2,451,250 ordinary shares
Woodson Capital General Partner, LLC as general partner of Woodson Capital Master Fund, LP	22 September 2021	$9,462,203.60	23,655,509 ordinary shares
Woodson Capital Partners II, LP	22 September 2021	$519,024.00	1,297,560 ordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if Nature of association applicable) See paragraph 3 above

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Woodson Capital General Partner, LLC	537 Steamboat Road Suite 303, Greenwich, CT 06830 United States
Woodson Capital Management, LP
Woodson Capital Master Fund, LP
Woodson Capital Partners II, LP
James W. Davis

Signature

print name James W. Davis	capacity	capacity	Managing Partner
sign here	date	29	September 2021

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”

• (9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.