VINYL GROUP LTD — Capital/Financing Update 2024

Jun 12, 2024

ASX Release

LAUNCH OF A$5.4 MILLION ACCELERATED ENTITLEMENT OFFER TO DRIVE GROWTH

Melbourne, Australia , 13 June, 2024: Vinyl Group Ltd (ASX: VNL), Australia’s only ASX-listed music Company, today announces that it is undertaking a fully underwritten pro rata accelerated non-renounceable entitlement offer to eligible existing shareholders to raise approximately A$5.4 million.

HIGHLIGHTS

• Cash reserves will increase by $5.15M.

• The Company will utilise funds to accelerate user acquisition efforts on its Vinyl and Vampr platforms, reduce technology costs of the Jaxsta platform and grow its media business.

• Offer is fully underwritten by Peloton Capital and Red Leaf Securities. Peloton will act as Lead Manager.

Entitlement Offer

The offer is 1-for-17 offer of new fully paid ordinary shares (New Shares) at A$0.098 per New Share (Offer Price) under which eligible existing shareholders will be entitled to subscribe for 1 new share for every 17 shares held at the record date to raise gross proceeds of approximately $5.4M (Entitlement Offer). This will result in the issue of approximately 55 million shares or 5.56% of the total issue capital of the Company. The Entitlement Offer' is fully underwritten by Peloton Capital (Peloton Capital, Underwriter, or the Lead Manager) and Red Leaf Securities (Sub-Underwriter). The offer price represents a 11% discount to the last closing price of A$0.11 and a 10% discount to the 10 day VWAP through 12 June 2024.

The Entitlement Offer will be conducted in two parts, an institutional component (Institutional Entitlement Offer) and a retail component (Retail Entitlement Offer). The Entitlement Offer is non-renounceable, and Entitlements will not be tradable or otherwise transferable.

Eligible shareholders who do not take up their Entitlement under the Entitlement Offer in full or in part, will not receive any value with respect to those Entitlements not taken up.

Institutional Entitlements Offer

Eligible institutional shareholders, being institutional shareholders with a registered address in Australia, New Zealand, will be invited to participate in the Institutional Entitlement Offer, which is being conducted today, Thursday, 13 June 2024 through until 5.00pm (Sydney time) on Friday 14 June 2024. Eligible institutional shareholders can choose to take up all, or part or none of their Entitlement under the Entitlement Offer.

Institutional entitlements that eligible institutional shareholders do not take up by the close of the Institutional Entitlement Offer, and institutional entitlements that would otherwise have been offered to

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

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ineligible institutional shareholders, will be offered to eligible institutional shareholders who apply for New Shares in excess of their entitlement, as well as to certain other eligible institutional investors who bid into the institutional bookbuild being conducted concurrently with the Institutional Entitlement Offer.

Vinyl Group Ltd shares will remain in a trading halt pending completion of the Institutional Entitlement Offer.

Retail Entitlement Offer

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 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.

Director and Significant Shareholder Participation

Significant shareholders, Richard White (ASX: WTC), Robert Millner (ASX: SOL) as well as Executive Director and CEO Josh Simons, Non Executive Director Ken Gaunt have indicated a commitment of $2.4 million by way of take up of Entitlement and shortfall offer.

Realwise Group Holdings is only participating up to its current entitlement of 31.45% of the offer and will not result in an increase in voting power.

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

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Indicative Timetable

Announcement of the Entitlement Ofer	13 June 2024
Record Date for determining Entitlements in the Retail Entitlement Ofer	5:00 pm on 17 June 2024
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 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

-Ends-

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

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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