WINGARA AG LTD — Capital/Financing Update 2017

Mar 5, 2017

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

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of Entity

Wingara Ag Ltd (ASX: WNR)

ABN

009 087 469

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	Ordinary Shares (WNR)
	233,000
	Fully Paid Ordinary Shares (WNR)
	Yes (WNR)

+ See chapter 19 for defined terms. 07/07/2016

Appendix 3B Page 1

5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 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. 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 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 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	$58,000
	First conversion of Convertible Note Security in accordance with executed funding agreement announced on the ASX on 15th August 2016.
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	Refer to the attached Appendix 1.
	Friday, 3rdMarch 2017

+ See chapter 19 for defined terms. 07/07/2016

Appendix 3B Page 2

Number +Class 8 Number and+class of all+securities quoted on ASX (_including_the +securities in section 2 if applicable) 55,421,578 Fully Paid Ordinary Shares (WNR) 9 Number and+class of all+securities not quoted on ASX (_including_the +securities in section 2 if applicable) Qty Dates out of escrow 22,000,000 125,000 Ordinary shares escrowed until 9-Feb-18 Ordinary shares escrowed until 9-Feb-18 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Unchanged Part 2 - Pro rata issue 11 Is security holder approval required? - 12 Is the issue renounceable or non-renounceable? - 13 Ratio in which the+securities will be offered - 14 +Class of+securities to which the offer relates - 15 +Record date to determine entitlements - 16 Will holdings on different registers (or sub-registers) be aggregated for calculating entitlements? - 17 Policy for deciding entitlements in relation to fractions - 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. - 19 Closing date for receipt of acceptances or renunciations -		Number	+Class	+Class	+Class
		55,421,578	Fully Paid Ordinary Shares (WNR)
					Dates out of escrow Ordinary shares escrowed until 9-Feb-18 Ordinary shares escrowed until 9-Feb-18
		Qty			Dates out of escrow
		22,000,000 125,000			Ordinary shares escrowed until 9-Feb-18 Ordinary shares escrowed until 9-Feb-18
		Unchanged
					-
					-
					-
					-
					-
					-
					-
					-
					-

+ See chapter 19 for defined terms. 07/07/2016

Appendix 3B Page 3

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 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 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_ through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-

+ See chapter 19 for defined terms. 07/07/2016

Appendix 3B Page 4

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 ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

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, and the number and percentage of additional[+][securities are ][+][equity securities, the names of the 20 largest holders of the 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	233,000
	Fully Paid Ordinary Shares
	Yes

+ See chapter 19 for defined terms. 07/07/2016

Appendix 3B Page 5

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(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)

Conversion of convertible securities Number +Class 55,421,578 Fully Paid Ordinary Shares

+ See chapter 19 for defined terms. 07/07/2016

Appendix 3B Page 6

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.

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

• There is no reason why those[+] securities should not be granted[+] quotation.

• 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.

• 3 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.

• 4 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.

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Sign here: ______ Company Secretary

Date: Monday, 6[th] March 2017

Print name: Phillip Hains

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The CFO Solution

Friday 6 March 2017

+ See chapter 19 for defined terms. 07/07/2016

Appendix 3B Page 7

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid[+] ordinary securities on issue 12 77,314,578 months before the[+] issue date or date of agreement to issue Add the following:

• Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note:	- - -

Note:
• Include only ordinary securities here – other classes of
equity securities cannot be added
• Include here (if applicable) the securities the subject of
the Appendix 3B to which this form is annexed
• It may be useful to set out issues of securities on
different dates as separate line items
Subtractthe number of fully paid+ordinary securities	Nil
cancelled during that 12 month period
“A”	77,314,578

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	11,597,188

+ See chapter 19 for defined terms. 07/07/2016

Appendix 3B

Page 8

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used	Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used	Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
	Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	Nil
	“C”	Nil

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
	“A” x 0.15 Note: number must be same as shown in Step 2	11,597,188
	Subtract“C” Note: number must be same as shown in Step 3	Nil
	Total[“A” x 0.15] – “C”	11,597,188 [Note: this is the remaining placement capacity under rule 7.1]

+ See chapter 19 for defined terms. 07/07/2016

Appendix 3B

Page 9

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Rule 7.1A – Additional placement capacity for eligible entities	Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	77,314,578
Step 2: Calculate 10% of “A”
“D”	77,314,578
Multiply“A” by 0.10	7,731,458

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be Nil issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

“E” Nil

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
	“A” x 0.10 Note: number must be same as shown in Step 2	7,731,458
	Subtract“E” Note: number must be same as shown in Step 3	Nil
	Total[“A” x 0.10] – “E”	7,731,458

ACN 009 087 469

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6 March 2017

Dean Litis ASX Limited Level 4, North Tower Rialto 525 Collins St Melbourne VIC 3000

Notice Under Section 708A(5) of the Corporations Act

[ASX Code: WNR]

This notice is given under paragraph (5)(e) of section 708A of the Corporations Act.

Type	Shares
Class	OrdinaryFully paid Shares
ASX code	WNR
Date of Issue	3 March 2017
Number Issued	233,000 Shares

Wingara Ag Ltd gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act") that:

1. the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act ;

2. as at the date of this notice the Company has complied with:

3. (i) the provisions of Chapter 2M Corporations Act as they apply to the Company; and

4. (ii) section 674 Corporations Act ; and

5. as at the date of this notice there is no "excluded information" (as defined in subsection 708A(7) of the Corporations Act) which is required to be disclosed by the Company.

Your sincerely

Phillip Hains

Company Secretary

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For further information, please contact Phillip Hains Ph: +61 (0)3 9824 0525

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Suite 1, 1233 High Street, Armadale Victoria, Australia 3143