WINGARA AG LTD — Capital/Financing Update 2021

Aug 30, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name WINGARA AG LTD

Announcement Type

New announcement

Date of this announcement

31/8/2021

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

An accelerated offer

Total number of +securities proposed to be issued for an accelerated offer

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
WNR	ORDINARY FULLY PAID	92,947,591
WNRAQ	OPTION EXPIRING VARIOUS DATES EX VARIOUS	92,947,591
	PRICES

Trading resumes on an ex-entitlement basis (ex date)

1/9/2021

+Record date

1/9/2021

Offer closing date for retail +security holders

15/9/2021

Issue date for retail +security holders

22/9/2021

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

WINGARA AG LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ACN 009087469

1.3 ASX issuer code

WNR

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

31/8/2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

An accelerated offer

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

Proposed issue of securities

2 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

WNR : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description

WNR : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined? Yes

The quantity of additional +securities For a given quantity of +securities

Proposed issue of securities

3 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

to be issued held 7 10

What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 92,947,591 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.11000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 0.11000 AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

==> picture [9 x 8] intentionally omitted <==

No

Will a scale back be applied if the offer is over-subscribed? No

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? Existing class

Proposed issue of securities

4 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ASX +security code and description

WNRAQ : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

Has the offer ratio been determined?

==> picture [8 x 9] intentionally omitted <==

Yes

The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 1

What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded up to the next whole number 92,947,591

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be made?

What is the offer price per +security for the retail offer? AUD 0.00000

AUD - Australian Dollar

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be made? What is the offer price per +security for the institutional offer? AUD - Australian Dollar AUD 0.00000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is

Proposed issue of securities

5 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

over-subscribed? No

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 3D - Timetable

3D.1a First day of trading halt 30/8/2021 3D.1b Announcement date of accelerated offer 31/8/2021 3D.2 Trading resumes on an ex-entitlement basis (ex date) 1/9/2021 3D.5 Date offer will be made to eligible institutional +security holders 31/8/2021 3D.6 Application closing date for institutional +security holders 31/8/2021 3D.8 Announcement of results of institutional offer (The announcement should be made before the resumption of trading following the trading halt) 1/9/2021 3D.9 +Record date 1/9/2021 3D.10a Settlement date of new +securities issued under institutional entitlement offer 2/9/2021 3D.10b +Issue date for institutional +security holders 6/9/2021 3D.10c Normal trading of new +securities issued under institutional entitlement offer 7/9/2021 3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue 6/9/2021

Proposed issue of securities

6 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

3D.12 Offer closing date for retail +security holders 15/9/2021 3D.13 Last day to extend retail offer close date 10/9/2021 3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer 22/9/2021 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? No 3E.2 Is the proposed offer to be underwritten? No 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Legal and registry fees usual to a transaction of this nature and corporate advisory fees of $50,000. Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Investment in infrastructure, operations and inventory and growth capital 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

Proposed issue of securities

7 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

All countries except Australia and New Zealand

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

https://wingaraag.com.au/investors/

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://wingaraag.com.au/investors/

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

Proposed issue of securities

8 / 8