VINYL GROUP LTD — Capital/Financing Update 2024

Jun 16, 2024

ASX Release

COMPLETION OF INSTITUTIONAL ENTITLEMENT OFFER

Melbourne, Australia , 17 June 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$3.29 million (before transaction costs) was raised in the Institutional Entitlement Offer, with a take up rate of approximately 60.76% (of the total Entitlement Offer).

• The Retail Entitlement Offer opens on Wednesday, 19 June 2024 to raise the remaining A$2.12 million (all of which is fully underwritten).

INSTITUTIONAL OFFER

The Entitlement Offer consists of a fully underwritten 1-for-17 pro rata accelerated non-renounceable entitlement offer of new fully paid ordinary shares (New Shares) at AS0.098 per New Share (Offer Price) to raise gross proceeds of approximately A$5.4 million.

The institutional component of the Entitlement Offer (Institutional Entitlement Offer) raised approximately A$2.77 million from the proposed issue of approximately 33,575,360 New Shares. The Institutional Offer, which opened on Thursday, 13 June 2024 and closed on Friday, 14 June 2024, was made at A$0.098 per New Share.

Josh SImons, CEO & Executive Director, stated: ”We are emboldened by the results of the institutional component of the Entitlement Offer as we move on to the retail component for all eligible shareholders. We will be able to start the new financial year on strong footing to focus on our key growth activities.”

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 Wednesday, 19 June 2024, with New Shares expected to be allotted on Thursday, 20 June 2024, and trading of the Institutional Shares to commence on 20 June 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$2.65 million. The Retail Entitlement Offer is fully underwritten by Peloton Capital (Peloton Capital, Underwriter, or the Lead Manager) and Red Leaf Securities (Sub-Underwriter).

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 (Eligible Retail Shareholders) will be invited to participate in the Retail Entitlement Offer at the same Offer

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

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Price and offer ratio as the Institutional Entitlement Offer. The Retail Entitlement Offer will open at 9.00am (Sydney time) on Wednesday, 19 June 2024 and close at 5.00pm (Sydney time) on Wednesday, 3 July 2024.

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 19 June 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	19 June 2024
Retail Entitlement Ofer opens (Open Date)	19 June 2024
Retail Entitlement Ofer closes (Close Date*) 5.00 pm (AWST)	5:00 pm on 3 July 2024
Retail Shortfall Bookbuild	8 July 2024
Settlement of Retail Entitlement Ofer	9 July 2024
Announcement of results of Retail Entitlement Ofer	10 July 2024
Allotment of New Shares under the Retail Entitlement Ofer	10 July 2024
Despatch of holding statements for New Shares under the Retail Entitlement Ofer	10 July 2024
Normal trading on ASX of New Shares under the Retail Entitlement Ofer commences	11 July 2024

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 extend the closing date for the Institutional Entitlement Offer or the Retail Entitlement Offer, to accept late

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

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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.

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 and give credit to the creator economy. 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 1.3M 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. The Brag Media is 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