VINYL GROUP LTD — Capital/Financing Update 2024

Dec 18, 2024

ASX Release

COMPLETION OF INSTITUTIONAL ENTITLEMENT OFFER

Melbourne, Australia , 19 December 2024: Vinyl Group Ltd (ASX: VNL), Australia’s only ASX-listed music Company, today announces that it has successfully completed the institutional component of its recently announced fully underwritten pro-rata accelerated non-renounceable entitlement offer (Entitlement Offer).

HIGHLIGHTS

• Approximately A$4.26 million (before transaction costs) was raised in the Institutional Entitlement Offer, with a take up rate of approximately 55.67% (of the total Entitlement Offer).

• The Retail Entitlement Offer opens on Tuesday, 24 December 2024 to raise the remaining A$3.39 million (all of which is fully underwritten).

INSTITUTIONAL OFFER

The Entitlement Offer consists of a fully underwritten 1-for-15.5 pro rata accelerated non-renounceable entitlement offer of new fully paid ordinary shares (New Shares) at AS0.10 per New Share (Offer Price) to raise gross proceeds of approximately A$7.65 million.

The institutional component of the Entitlement Offer (Institutional Entitlement Offer) raised approximately A$4.26 million from the proposed issue of approximately 42,558,590 New Shares. The Institutional Offer, which opened on Tuesday, 17 December 2024 and closed on Wednesday, 18 December 2024, was made at A$0.10 per New Share.

Josh SImons, CEO & Executive Director, stated: "We are deeply encouraged by the strong support from our shareholders during this phase of the capital raise. These funds will be instrumental in accelerating our journey toward profitability. With our recent acquisitions in hand, we are proud to offer an even more robust and diverse product suite—a core value for our customers and a key driver of our growth strategy."

New Shares to be issued under the Institutional Entitlement Offer will rank equally in all respects with existing fully paid ordinary shares. Settlement of the New Shares is scheduled to occur on Tuesday, 24 December 2024, with New Shares expected to be allotted on Friday, 27 December 2024, and trading of the Institutional Shares to commence on 30 December 2024 on a normal settlement basis.

RETAIL OFFER

The fully underwritten Retail Entitlement Offer will raise the balance of the Entitlement Offer of approximately A$3.39 million. The Retail Entitlement Offer is fully underwritten by Peloton Capital (Peloton Capital, Underwriter, or the Lead Manager) .

Eligible retail shareholders with a registered address in Australia or New Zealand as at 7.00pm (Sydney time) on the Record Date, not being US persons or acting for the account or benefit of persons in the US

Vinyl Group Ltd | 11 Wilson Street, South Yarra VIC 3141 | ABN 15 106 513 580 | ASX: VNL

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(Eligible Retail Shareholders) will be invited to participate in the Retail Entitlement Offer at the same Offer Price and offer ratio as the Institutional Entitlement Offer. The Retail Entitlement Offer will open at 9.00am (Sydney time) on Tuesday, 24 December 2024 and close at 5.00pm (Sydney time) on Wednesday, 15 January 2025.

Eligible Retail Shareholders can choose to take up all, or part or none of their Entitlement under the Entitlement Offer.

In addition to each Eligible Retail Shareholder's Entitlement under the Retail Entitlement Offer, Eligible Retail Shareholders will be offered the opportunity to apply for additional New Shares under a Shortfall Facility. Eligible Retail Shareholders are not assured of being allocated any New Shares in excess of their Entitlement under the Shortfall Facility. The Company retains absolute discretion regarding allocation under the Shortfall Facility.

If Eligible Retail Shareholders take no action, they will not be allocated New Shares and their Entitlements will lapse. Eligible Retail Shareholders who do not take up their Entitlements in full under the Retail Entitlement Offer will not receive any value or payment for those Entitlements they do not take up. The Retail Entitlement Offer is non-renounceable and cannot be traded on ASX or any other exchange, nor can it be privately transferred.

The terms and conditions under which Eligible Retail Shareholders may apply will be outlined in the Offer Document, which will be available on the ASX website on 24 December 2024.

Existing Shareholders with a registered address outside Australia and New Zealand on the Record Date or who are acting for the account or benefit of persons in the United States will be ineligible to participate in the Retail Entitlement Offer.

Indicative Timetable

Ofer Booklet and Entitlement and Acceptance Forms sent out to Eligible Retail Shareholders	24 December 2024
Retail Entitlement Ofer opens (Open Date)	24 December 2024
Retail Entitlement Ofer closes (Close Date*) 5.00 pm (AWST)	5:00 pm on 15 January 2025
Retail Shortfall Bookbuild	16 January 2025
Settlement of Retail Entitlement Ofer	16 January 2025
Announcement of results of Retail Entitlement Ofer	20 January 2025
Allotment of New Shares under the Retail Entitlement Ofer	21 January 2025
Despatch of holding statements for New Shares under the Retail Entitlement Ofer	21 January 2025
Normal trading on ASX of New Shares under the Retail Entitlement Ofer commences	22 January 2025

This timetable is indicative only and may be subject to change without notice to, or consultation with, you.

Vinyl Group reserves the right to amend any or all of these dates and times subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws. In particular, Vinyl Group reserves the right to

Vinyl Group Ltd | 11 Wilson Street, South Yarra VIC 3141 | ABN 15 106 513 580 | ASX: VNL

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extend the closing date for the Institutional Entitlement Offer or the Retail Entitlement Offer, to accept late applications under the Institutional Entitlement Offer or the Retail Entitlement Offer (either generally or in particular cases) and to withdraw the Institutional Offer or the Retail Entitlement Offer without prior notice. Any extension of the closing date for the Institutional Entitlement Offer or the Retail Entitlement Offer will have a consequential effect on the allotment date of New Shares. Vinyl Group also reserves the right not to proceed with the Entitlement Offer in whole or in part at any time prior to allotment and issue of the relevant New Shares. In that event, the relevant application monies (without interest) must be returned in full to applicants.

All dollar amounts are in Australian dollars unless otherwise indicated.

Not an offer 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 requirements of the US Securities Act and applicable US state securities laws.

Authorisation and Additional Information:

This announcement was authorised by the Board of Vinyl Group Ltd

Vinyl Group Investor Relations: E: investors@vinyl.group

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ABOUT VINYL GROUP

Vinyl Group is the heartbeat of an equitable music world, providing tech solutions that connect music creators, fans and brands. The Company’s diverse portfolio has touchpoints across all corners of the global music ecosystem, empowering everyone from creators to consumers. Vinyl.com offers a world-class ecommerce experience including over 50K titles for fans to support their favourite artists. Vampr is a leading dedicated social-professional networking platform and talent marketplace, allowing 1.4M creators to discover collaborators and monetise their work in over 180 countries. Jaxsta is the world’s largest and only database of official music credits with over 380M verified credits to streamline revenue opportunities for businesses in the music industry. Serenade is a Web3 pioneer of physical and digital collectibles that has served over 200+ global artists. Vinyl Group’s media arm includes Mediaweek, the leading media trade publication in Australia, having built its readership and industry respect over its 33 year history, and The Brag Media, Australia’s largest creator of premium youth content and events and publishes iconic titles including Rolling Stone AU/NZ, Variety Australia, TheBrag.com, The Music Network, Tone Deaf, and more.

Vinyl Group Ltd | 11 Wilson Street, South Yarra VIC 3141 | ABN 15 106 513 580 | ASX: VNL