19 Nov 2021

Share Purchase Plan Offer

M URRAY COD A USTRALIA L IMI T E D SHARE PURCHASE PLAN 1 9 November 20 21 M urray C od A ustralia L imi t e d ( ACN 143 928 625 ) NOT FOR RELEASE TO U.S WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES This SPP Booklet is not financial advice or a recommendation to acquire MCA Shares and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective , investors should cons ider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction. M urray C od A ustralia Limited is not licensed to provide financial product advice in respect of MCA Shares . Cooling off rights do not apply to the acquisition of MCA Shares . MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 1 Chairman's Letter 19 November 2 021 Dear Shareholder Opportunity to increase your shareholding in M urray C od A ustralia free of brokerage, commission and other transaction costs On behalf of the board of M urray C od A ustralia Limited ( ASX: MCA ) ( " MCA " ), I am pleased to offer you the opportunity to participate in the MCA share purchase plan ( " SPP " ) which was announced on 12 November 2021 . The SPP provides you with an opportunity to acquire up to A$ 3 0 ,000 worth of MCA 's ordinary shares ( " Shares " ) without paying any brokerage costs, commissions or other transaction costs. MCA is targeting to raise up to approximately A $ 3 million under the SPP. However, MCA may decide to accept applications (in whole or in part) that result in the SPP raising more or less t han that target amount at its absolute discretion. MCA recently conducted an institutional placement which raised A$ 30 million , as initially announced to the market on 12 November 2021 (" Placement ") . As noted in the announcement t h e new equity from the Placement and SPP will be used to wards : • accelerating growth opportunities, including construction of a new hatchery and c. 26 new ponds over the next 2 years that will increase aggregate capacity by c. 2.3 million adult fish ; • driving production e fficiencies, including design and construction of a new state of the art processing plant and increase investment in feed technology to grow revenue per kilogram and drive cost efficiencies, representing an opportunity to increase gross margins to 63 - 66% ; • funding a breeding program with the CSIRO aimed at increasing fish growth rates, flesh quality and fillet recovery, to extend Murray Cod Australia’s position as the leading producer of premium Murray Cod ; • capitalising on the excess demand for premium Aqun a Murray Cod in three key global Hotel Restaurant and Catering (HORECA) markets (US, EU and Japan) ; and • transaction costs of the capital raising . Details of the SPP The SPP allows you to acquire up to an aggregate maximum of A$ 30,000 worth of Shares . If you decide to participate in the SPP, you will have the opportunity to increase your MCA shareholding at a price of A$ 0.335 per Share , being the same price paid by institutional investors under the Placement . All new Shares issued under the SPP will ran k equally with existing Shares. Participation in the SPP is optional and is open to eligible shareholders who are registered holders of Shares on the Record Date (being 7.00pm ( AEDT )) on 11 November 2021 ) with a registered address on the register in Austra lia or New Zealand (" Eligible Shareholders "). Certain Eligible Shareholders who are custodians holding Shares on behalf of certain beneficiaries are also invited to participate in the SPP on the terms and conditions set out in thi s SPP Booklet. Shareholde rs in the United States are not eligible to participate in the SPP. Similarly, Shareholders (including trustees, custodians and nominees) who hold Shares on behalf of persons in the United States, or are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons. MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 2 MCA will not issue new Shares to an applicant if those Shares, either alone or in conjunction with the issue of Shares under other applications received by MCA , would co ntravene any law or the ASX Listing Rules. The offer of Shares under the SPP is made in accordance with A SIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ) (ASIC Instrument 2019/547) and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act. What do I do next? The SPP offer opens at 9.00am ( AEDT ) on 19 November 20 21 . If you are an Eligible Shareholder and wish to par ticipate in the offer, you may apply for Shares in the amount of A$2,500, A$ 5,000, A$10,000, A$15,000, A$20,000, A$25,000 or A $30,000. Applications and payment must be receive d by by 5.00pm ( AEDT ) on 10 Dec ember 20 2 1 (though the Company reserves the right to close the SPP early or extend the offer). A copy of this SPP Booklet along with information about how to apply under the SPP is available online on the Company's share registry website at www.advance dshare.com.au and logging into the Investor Login portal. Eligible Shareholders may make a payment by BPAY ® (recommended), or complete and return an application form with cheque, bank draft or money order. I encourage you to read this SPP Booklet carefully and in its entirety before making a decision on whether to participate in the SPP. You should be aware that the future market price of the Shares is uncertain and may rise or fall. This means the price you pay for Shares under the SPP may be either higher or lower than the Share price trading on the ASX at the time Shares are issued to you under the SPP. On behalf of the Board of MCA , I thank you for your continued support. Yours sincerely Ross Anderson C hairman NOT FOR RELEASE TO U.S WIRE SEVICES OR DISTRIBUTION IN THE UNITED STATES This SPP Booklet has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. T his SPP Booklet does not constitute an offer to buy, Shares in the United States or any other jurisdiction. Any securities described in this SPP Booklet have not been, and will not b e, registered under the U.S. Securities Act of 1933 (the U.S. Securities Act ) 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 U S state securities law . MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 3 SPP Frequently Asked Questions IMPORTANT NOTICE: If you apply to participate in the SPP by making an a pplication , you are accepting the risk that the market price of Shares may change between the time you make your application and the Issue Date. This means it is possible that, between the time you make your application and up to or after the Issue Date, you may be able to buy Shares on market at a lower price than the issue price. 1 What is the SPP? The SPP provides each Eligible Shareholder with an opportunity to acquire Shares (subject to any scale - back at MCA 's absolute discretion), without paying any brokerage fees, commissions or other transaction costs, for a total applic ation price not exceeding A$30,000 . MCA is targeting to raise up to approximately A $ 3 million under the SPP. However, MCA may decide to accept applications (in whole or in part) that result in the SPP raising more or less than that target amount at its abs olute discretion , subject to the limits prescribed in the ASX Listing Rules . 2 Who is an Eligible Shareholder? An Eligible Shareholder who may participate in the SPP is a registered holder of Shares at 7.00pm ( AEDT ) on 11 November 20 21 with a registered addr ess on the register in: • Australia; or • New Zealand. Shareholders who hold Shares on behalf of, or are acting for the account or benefit of, persons who reside outside Australia or New Zealand (including persons who are in the United States) are not entitled to participate in the SPP on behalf of those persons. 3 How will custodians and nominees be treated under the SPP? Please refer to sections 1(h) – 1(j) in the SPP Terms and Conditions for information on eligibility for custodian and nominee shareholders. 4 What are the key dates? Event Date (and time if relevant) Record Date 7.00pm ( AEDT ) on 11 November 2021 SPP Opening Date 9.00am ( AEDT ) on 19 November 2021 SPP Closing Date 5.00pm ( AEDT ) on 10 December 2021 SPP Results Announcement 1 5 December 2021 Issue D ate 17 December 2021 Quotation of new Shares on ASX 20 December 2021 Dispatch of SPP holding statements 7.00pm ( AEDT ) on 20 December 2021 Note: This timetable is indicative only and subject to change. MCA reserves the right to alter the above dates at any time, including closing the SPP early if oversubscribed, extending the period for the SPP or accepting late applications, either generally or in particular cases, at its discretion and without notice to y ou, subject to the ASX Listing Rules, the Corporations Act and any other applicable rules. MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 4 5 How much can I invest under the SPP? You may apply for Shares under the SPP up to an aggregate maximum dollar amount of A$30,000 worth of Shares (see question 6 below for further information). You may apply to acquire either A$2,500, A$ 5,000, A$10,000, A$15,000, A$20,000, A$25,000 or A $30,000 . MCA reserves the right to scale - back applications in accordance with the options described in quest ion 6 and 7 below . 6 What do I do if I hold Shares in more than one capacity ? Eligible Shareholders who hold Shares in more than one capacity (whether in respect of a joint holding or because the Eligible Shareholder has more than one holding under a separat e account) , may apply through different a pplications for Shares but may not apply for Shares with an aggregate dollar amount exceeding A$30,000 . If MCA receives an a pplication for an amount of Shares that is not equal to A$2,500, A$5,000, A$10,000, A$15,00 0, A$20,000, A$25,000 or A$30,000, or a subscription of over A$30,000 worth of Shares , by an Eligible Shareholder through multiple a pplications or joint holdings, MCA may either: • reject your a pplication and refund, in full, any application monies (without interest) to you; or • round down the dollar amount of Shares that you are applying for to the next lowest parcel , and refund the balance of any application monies (without interest) to you. You will not be issued a fraction of a Share. 7 What is the policy fo r accepting oversubscriptions and will there be scale - back? MCA is targeting to raise up to approximately A$3 million under the SPP. However, MCA may decide to accept applications (in whole or in part) that result in the SPP raising more or less than that target amount at its absolute discretion, subject to the limits prescribed in the ASX Listing Rules. MCA may in its absolute discretion allocate to you less than the number of Shares you have applied for. If there is a scale - back, it is MCA's intention th at each applicant will be treated equally and will be scaled - back pro - rata based on the number of Shares for which they have applied (subject to any minimum dollar allocation determined by MCA at its absolute discretion). When determining the amount (if an y) by which to scale - back an application, the Company may take into account a number of factors, including the size of an applicant’s shareholding, the extent to which Eligible Shareholders have sold or bought additional shares after the Record Date and th e date an application was made. In the event of a scale - back, you may be allocated Shares to a value which is significantly less than the parcel for which you applied. Should this happen, the balance of any application monies not applied to acquire Shares under the SPP will be refunded to you, without interest. MCA will make an announcement to the ASX on the outcome of the SPP and the number of Shares issued on or around on 1 5 December 2021. Shares will be issued on or around 17 December 2021. 8 What is the issue price? The issue price under the SPP is A$ 0.3 3 5 per Share , being the same price paid by institutional investors under the Placement , and representing a 10.5 % discount to the volume weighted average price of Shares over the last 5 days on which sales of the Shares were recorded by ASX prior to the date of the announceme nt of the SPP on 12 November 2021 . MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 5 9 What is the market price of Shares? The market price for Shares can be obtained from the ASX's website by searching for " MCA " in the prices search screen. 10 What rights will the Shares issued under the SPP have? Shares iss ued as part of the SPP will rank equally in all respects with existing Shares quoted on the ASX, with the same voting rights, dividend rights and other entitlements from the Issue Date . 11 What costs are associated with the SPP? There are no brokerage, commi ssions or other transaction costs payable by Eligible Shareholders in relation to the application for, and the issue of, Shares under the SPP . 12 Do I have to participate in the SPP? Participation in the SPP is optional. If you do not wish to participate in t he SPP, no action is required on your part. The offer under the SPP is non - renounceable. This means you cannot transfer your right to purchase Shares under the SPP to anyone else. 13 How are refunds paid? Refunds pursuant to the SPP may be paid under various circumstances. For example, if applications are made incorrectly the entire payment may be refunded, or if allocations are scaled back a partial refund may be made. If a refund is made, payment will be made via cheque only. 14 When will I be refunded ? Refunds will be made as soon as practical after the SPP closes. 15 Taxation Eligible Shareholders should consult their own taxation advisor about the tax status of their investment in the Shares. 16 How do I apply? Eligible Shareholders may participate in the SPP by visiting the Company’s share registry website at www.advancedshare.com.au and logging into the Investor Login portal. In the portal Eligible Shareholders can obtain their personalised application form and pay directly via BPAY® (for Eligible Shareholders with an eligible Australian bank account). This is the fastest and easiest way to apply. If you are unable to pay via BPAY® or access the website to download your application form , please contact Advan ced Share Registry via the Shareholder Information Line on 1300 113 258 (within Australia) or + 61 8 9389 8033 (outside of Australia) between 8.30am and 5.00pm (AEDT), Monday to Friday, during the offer period, to obtain a personalised a pplication f orm. The personalised application form will need to be returned together with a cheque, bank draft or money order drawn from an Australian bank in Australian dollars. A New Zealand shareholder that is unable to pay by BPAY® should contact Advanced Share Registry via the Shareholder Information Line on + 61 8 9389 8033 , between 8.30am and 5.00pm (AEDT), Monday to Friday, during the offer period, to arrange alternative electronic funds transfer payment for the number of new Shares you wish to apply for. MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 6 All payments , as well as application form s (if not paying by BPAY®), must be received by no later than 5.00pm ( AEDT ) on 10 December 20 21 . Please take into account BPAY® processing times or mail times. It is important to note that your application will be irrevocable, unconditional and cannot be withdrawn, even if the market price of the Shares is less than the issue price. The Company reserves the right to close the SPP early or extend the SPP in its di scretion. Eligible Shareholders who wish to participate in the SPP are therefore encouraged to apply early. MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 7 SPP Terms and Conditions IMPORTANT NOTICES : The offer to purchase Shares under the SPP is not a recommendation to acquire Shares . If you are in any doubt about this SPP, you should consider obtaining professional financial and/or taxation advice to assist you in determining whethe r or not, and the extent to which, you wish to participate in the SPP (taking into account your own financial situation, needs and objectives). Nothing in these terms and conditions ( " SPP Terms and Conditions " ), the application form or any other accompanyi ng documentation constitutes investment or financial product advice or is intended to influence your decision whether or not to participate in the SPP. If you apply to participate in the SPP, by making a n a pplication , you are accepting the risk that the ma rket price of the Shares may change. This means it is possible that, between the time you make your application and up to or after the Issue Date, you may be able to buy Shares on market at a lower price than the issue price. No cooling - off regime applies in relation to the acquisition of Shares under the SPP. 1 Eligible Shareholders (a) Subject to sections 1(c) to 1(k) , all persons registered as holders of fully paid ordinary Shares in MCA , at 7.00pm ( AEDT ) on 11 November 20 21 ( " Record Date " ), whose registered address in the register of MCA is in Australia or New Zealand may participate in the SPP ( " Eligible Shareholders " ). (b) Directors and employees of MCA who hold Shares may be Eligible Shareho lders . (c) Shareholders who are in the United States are not eligible to participate in the SPP. (d) Shareholders , including nominees and custodians, who hold Shares on behalf of , or are acting for the account or benefit of, persons who reside outside Australia or New Zealand (including persons who are in the United States ) are not entitled to participate in the SPP on behalf of those persons. (e) The Shares to be offered and sold under this SPP have not been, and will not be, r egistered under the United States Securities Act of 1933 (the " U.S. Securities Act " ), or the securities laws of any state or other jurisdiction of the United States. Accordingly, shareholders who are located in the United States or are acting for the accou nt or benefit of a person in the United States are not Eligible Shareholders and are not entitled to participate in the SPP. A trustee, nominee or custodian must not participate in the SPP on behalf of any person in the United States and may not , distribut e this SPP Booklet or any other document relating to the SPP to, any person in the United States. (f) Consistent with the representations, warranties and acknowledgements contained in section 3 and the a pplication form , you may not submit any a pplication for any person in the United States or any person who is acting for the account or benefit of a person in the United States (to the extent such a person is acting for the account or benefit of a person in the United States) . Failure to comply with these restrictions may result in violations of applicable securities laws. (g) Shareholders who are joint holders of Shares are taken to be a single registered hold er of Shares for the purposes of determining whether they are an Eligible Shareholder , and the certification under section 3(a)(vii) by one joint ho lder will be effective in respect of the other joint holder(s). (h) If you are a custodian (as defined in A SIC Corporations (Share and Interest Purchase Plans) Instrument 20 19/547 ), you may apply for up to A$ 30,000 worth of Shares for each MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 8 beneficiary subject to you completing a certificate addressed to MCA with the following information: (i) confirmation of either or both of the following: (A) that you hold Shares on behalf of one or more other persons (each a " participating beneficiary " ) that are not custodians; or (B) that another custodian ( " downstream custodian " ) holds beneficial interests in Shares on behalf of one or more other persons (each a " participating beneficiary " ), and you hold the Shares to which those beneficial interests relate on behal f of the downstream custodian or another custodian; (ii) confirmation that each participating beneficiary has subsequently instructed the following persons: (A) where sub - paragraph (i)(A) above applies – you; or (B) where sub - paragraph (i)(B) above applies – the downstream custodian, to apply for Shares on their behalf under the SPP; (iii) the number of participating beneficiaries and their names and addresses; (iv) in respect of each participating beneficiary: (A) where sub - paragraph (i)(A) above applies – the number of Shares that you hold on their behalf; or (B) where sub - paragraph (i)(B) above applies – the number of Shares to which the beneficial interests relate; (v) in respect of each participating beneficiary: (A) where sub - paragraph (i)(A) above applies – the number or the dollar amount of Shares they have instructed you to apply for on their behalf; or (B) where sub - paragraph (i)(B) above applies – the number or the dollar amount of Shares they have instructed the downstream custodian to apply for on their behalf; (vi) confirmation that there are no participating beneficiarie s in respect of which the total of the application price for the following exceeds A$ 30,000 : (A) the Shares applied for by you under the SPP in accordance with the instructions referred to in sub - paragraph (v) above; and (B) any other Shares issued to you in the 12 months before the application as a result of an instruction given by them to you or the downstream custodian to apply for Shares on their behalf under an arrangement similar to the SPP; (vii) confirmation that a copy of the SPP Booklet was given to each participating beneficiary; and (viii) where sub - paragraph (i)(B) above applies – the name and address of each custodian who holds beneficial interests in the Shares held by you in relation to each participating beneficiary, ( " Custodian Certificate " ). (i) If you hold Shares as a trustee or nominee for another person, but are not a custodian as defined in A SIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 , MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 9 you cannot participate for beneficiaries in the manner described above. In this case, the rules in section 2(b) apply. (j) Custodians wishing to participate on behalf of a beneficiary or beneficiaries must provide the certifications required by A SIC C orporations (Share and Interest Purchase Plans) Instrument 2019/547 and should contact the MCA 's Registry, Advanced Share Registry on +61 8 9389 8033 (within or outside Australia) at any time from 8:30am to 5:30pm (A ED T), Monday to Friday to request a Cust odian Certificate that contains these certifications and other details required to be provided by the Custodian. (k) If you are an Eligible Shareholder , your rights under this offer are personal to you and are non - renounceable, which means you cannot transfer your rights to another person. 2 Applying for Shares (a) Participation in the SPP is optional. Eligible Shareholders may apply to purchase a parcel of Shares with a dollar amount of A$2,500, A$ 5,000, A$10,000, A$15,000, A$20,000, A$25,000 or A $30,000 . If you are an Eligible Shareholder and wish to participate in the SPP, you are encouraged to visit the Company’s share registry website at www.advancedshare.com.au , log into the Investor Login portal and follow the instructions on your personalised application form so that your a pplication and payment is received by 5.00pm ( AEDT ) on 10 December 20 21 (the " SPP Closing Date " ). Payments must be in Australian dollars. If you are unable to pay via BPAY® or access the web site to download your application form , please contact Advanced Share Registry via the Shareholder Information Line on 1300 113 258 (within Australia) or + 61 8 9389 8033 (outside of Australia) between 8.30am and 5.00pm (AEDT), Monday to Friday, during the offer period, to obtain a personalised application form . The personalised application form will need to be returned together with a cheque, bank draft or money order draw n from an Australian bank in Australian dollars before the SPP Closing Date . If MCA receives an a pplication for an amount that is not equal to A$2,500, A$ 5,000, A$10,000, A$15,000, A$20,000, A$25,000 or A $30,000 , or a subscription of over A$30,000 worth of Shares, MCA may either: (i) reject the a pplication and refund , in full, any application monies ( without interest ) not used to purchase Shares; or (ii) round down the dollar amount of Shares applied for to the next lowest parcel , and refund the balance of any appli cation monies (without interest). MCA will refund any application monies as soon as practicable following the issue of Shares . If you make an a pplication, in applying for Shares , you represent to MCA that the total of the application price for the following does not exceed A$ 30,000 : (i) the Shares the subject of the application; (ii) any other Shares in the class applied for under the SPP; and (iii) any other Shares in the class which you have instructed a custodian to acquire on your behalf under the SPP . (b) Subject to condition 2(a) , E ligible Shareholders who receive more than one offer under the SPP (for example, because they ho ld Shares in more than one capacity) may apply via different a pplications for Shares but may not apply for Shares with an aggregate dollar amount of more than A$30,000. MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 10 (c) MCA may accept or reject your application for Shares at its discretion. MCA may reject your application in the following circumstances (among others): (i) your a pplication is incorrectly completed, incomplete or otherwise determined by MCA to be invalid; (ii) you have applied for Shares with a total application price of less than A$ 2 , 5 00 ; (iii) your payment is incomplete or invalid; (iv) unless you are a custodian, it appears that you are applying to acquire Shares with an aggregate application price in excess of A$ 30,000 under the SPP; (v) you are a custodian and you have not provided the required Custodian Certificate; (vi) your a pplication or payment is received after the SPP Closing Date. Late payments will be refunded, without interest, as soon as practicable following the iss ue of Shares ; or (vii) MCA believes you are not an Eligible Shareholder (subject to compliance with any applicable ASIC requirements). (d) If the value of the parcel of Shares you have applied for cannot be divided by the issue price to give a whole number of Shares , there will be a rounding down of the number of Shares . Any remaining balance of your payment will form part of the assets of MCA (provided that the remaining balance is less than the issue price of one Share ). You will not receive a refund of this amount , which will always be less than the issue price of one Share . 3 Effect of Making an Application (a) If you make an a pplication , by making that a pplication : (i) you have read and accepted these SPP Terms and Conditions in full and you declare that all details and s tatements in your a pplication are true and complete and not misleading; (ii) you declare that you were the registered holder(s) at the Record Date of the Shares indicated in the a pplication form as being held by you on the Record Date; (iii) you acknowledge that you are an Eligible Shareholder using the unique Reference Number provided to you for the purposes of the SPP only; (iv) you irrevocably and unconditionally agree to these SPP Terms and Conditions , the terms of the a pplication form and MCA ' s Constitution and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP; (v) you declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under t he a pplication ; (vi) you acknowledge your application is irrevocable and unconditional and cannot be varied; (vii) you certify that the total of the application price for the following does not exceed A$ 30,000 : (A) the Shares the subject of your application; (B) any other Sh ares in the class you applied for under the SPP; and MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 11 (C) any other Shares in the class which you have instructed a custodian to acquire on your behalf under the SPP; (viii) you accept the risk associated with any refund that may be dispatched to your address or to yo ur nominated bank account as shown on the register of members of MCA ; (ix) you acknowledge that no interest will be paid on any application monies held pending the issue of the Shares or subsequently returned to you for any reason; (x) you authorise MCA , MCA 's Regi stry and their respective officers or agents to do anything on your behalf necessary for new Shares to be issued to you, including to act on instructions of MCA 's Registry upon using the contact details set out in your a pplication ; (xi) you acknowledge that the information contained in this SPP Booklet, the SPP Terms and Conditions and your a pplication is not investment advice nor a recommendation that new Shares are suitable for you given your investment objectives, financial situation or particular needs; (xii) you acknowledge that this SPP Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in MCA and is given in the context of MCA ’s past and ongoing continuous disclosure announcements to ASX; (xiii) yo u acknowledge that none of MCA or its respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers guarantees the performance of MCA , nor do they guarante e the repayment of capital; (xiv) you acknowledge that MCA is not liable for any exercise of its discretions referred to in this SPP Bookle t ; (xv) you represent and warrant that the law of any place does not prohibit you from being given this Booklet and access to the a pplication , nor does it prohibit you from making an application for new Shares and that you are otherwise eligible to participate in the SPP; (xvi) you represent that you are not in the United States and you are not acting for the account or benefit of a person in the United States (or in the event that you are acting for the account or benefit of a person in the United States, you are not partic ipating in the SPP in respect of that person) ; (xvii) you acknowledge that the Shares have not been , and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States, and accordingly, the Shares may not be offered or sold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws ; (xviii) you acknowledge that the Shares may only be offered and sold in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act; (xix) you represent that you have not, and you agree that you will not, send this SPP Booklet or any other materials relating to the SPP to any person in the United States or to any person acting for the account or benefit of a person in the United States ; MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 12 (xx) you acknowledge and agree that if in the future you decide to sell or otherwise transfer the Shares , you will only do so in standard brokered transactions on the ASX (the regular way), where neit her you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre - arranged with, or the purchaser is, a person in the United States ; and (xxi) You acknowledge that if you are acting as a trustee, nominee or custodian, each ben eficial holder on whose behalf you are acting is (i) resident in Australia or New Zealand, and (ii) is not a person in the United States. 4 Issue p rice of Shares under the SPP The issue price is A$ 0.335 per Share, being the same price paid by institutional investors under the Placement and representing a 10.5 % discount to the volume weighted average price of Shares over the last 5 days on which sales of the Shares were recorded by ASX prior to the date o f the announcement of the SPP on 12 November 2021 . (a) You agree to pay the issue price per Share for the number of Shares calculated under section 2(a) or, if there is a scale - back, the number of Shares calculated under section 6 . (b) You acknowledge the risk that the market price of Shares may change (i.e ., rise or fall) between the date of this SPP Booklet and the date the Shares are issued to you under the SPP, which may mean that the issue price you pay for the Shares may exceed or be less than the market price of the Shares on the Issue Date. 5 The Share s Shares issued under the SPP will rank equally in all respects with existing Shares quoted on the ASX, with the same voting rights, dividend rights and other entitlements. 6 Oversubscriptions and Scale - back (a) MCA is targeting to raise up to approximately A$3 million under the SPP. However, MCA may decide to accept applications (in whole or in part) that result in the SPP raising more or less than that target amount at its absolute discretion, subject to the lim its prescribed in the ASX Listing Rules. (b) MCA may in its absolute discretion allocate to you less than the number of Shares you have applied for. If there is a s cale - back, it is MCA's intention that each applicant will be treated equally and will be scaled - back pro - rata based on the number of Shares for which they have applied (subject to any minimum dollar allocation determined by MCA at its absolute discretion) . When determining the amount (if any) by which to scale - back an application, the Company may ta ke into account a number of factors, including the size of an applicant’s shareholding, the extent to which E ligible S hareholders have sold or bought additional shares after the Record Date and the date an application was made . (c) If there is a s cale - back, yo u may receive less than the parcel of Shares for which you have applied. If a s cale - back produces a fractional number of Shares when applied to your parcel, the number of new Shares you will be allocated will be rounded down to the nearest whole number of new Shares . (d) In the event of a s cale - back the difference between the application monies received, and the number of new Shares allocated to you multiplied by the issue price, will be refunded to you without interest by direct deposit (to your nominated acco unt as recorded on the register of MCA ) or by cheque, without interest, as soon as practicable following the issue of the Shares . MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 13 7 Costs of Participation No brokerage, commissions or other transaction costs will be payable by Eligible Shareholders in respec t of the application for, and the issue of, Shares under the SPP. 8 Timetable (a) Subject to section 8(b) : Event Date (and time if relevant) Record Date 7.00pm ( AEDT ) on 11 November 2021 SPP Opening Date 9.00am ( AEDT ) on 19 November 2021 SPP Closing Date 5.00pm ( AEDT ) on 10 December 2021 If MCA does not receive an a pplication or payment before the SPP Closing Date, MCA reserves the right to return any payment and not issue any Shares to the shareholder. SPP Results Announcement 15 December 2021 The number of Shares to be issued and, if applicable, any scale - back will be announc ed to the ASX by this date. Issue D ate 17 December 2021 MCA proposes to issue the Shares on this date. Quotation of new Shares on ASX 20 December 2021 Dispatch of SPP holding statements 20 December 2021 The date on which transaction confirmations are sent to Eligible Shareholders and, if applicable, a direct credit deposit to your nominated account is made or refund cheque is dispatched, is expected to be no later than this date. (b) MCA may vary any of the above dates in section 8(a) at its discretion (even if the offer has opened, or a pplications or payment s have been received) by lodging a revised timetable with ASX. 9 New Zealand The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of MCA with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. This SPP Booklet has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 . Th is document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 14 10 MCA Determination Final MCA may dete rmine in any manner it thinks fit, any difficulties, anomalies or disputes that may arise in connection with or by reason of the operation of the SPP and the decision of MCA will be conclusive and binding on all participants and other persons to whom the d etermination relates. 11 Waiver, A mendment, S uspension and W ithdrawal MCA may, at its discretion, waive compliance with any provision of these SPP Terms and Conditions, amend or vary these SPP Terms and Conditions, or suspend or withdraw the offer at any time . Any such waiver, amendment, variation, suspension or withdrawal will be binding on all Eligible Shareholders even where MCA does not notify you of the event. 12 No Underwriting The SPP will not be underwritten. 13 Governing Law These SPP Terms and Conditions a re governed by the laws in force in New South Wales . 14 Privacy policy (a) Chapter 2C of the Corporations Act requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares . This information must continue to be included in the public register if you cease to be a shareholder . The Privacy Amendment (Private Sector) Act 2000 (Cth) does not a lter these statutory obligations. (b) MCA and MCA ’s Registry, Advance Share Registry , may collect personal information to process your application and implement the SPP, and to administer your shareholding . (c) The personal information contained in the register of members of MCA is also used to facilitate payments and corporate communications (including financial results, annual reports and other information to be communicated to shareholders ) and to ensure compl iance with legal and regulatory requirements, including Australian taxation laws and the Corporations Act 2001 (Cth). (d) The personal information we collect may include your name, address, other contact details, bank account details and details of your MCA sh areholding . (e) MCA shareholders who are individuals and the other individuals in respect of whom personal information is collected, as outlined above, have certain rights to access, correct or update the personal information held about them, subject to some e xceptions allowed by law. Such individuals should contact the Registry on + 61 8 9389 8033 (within Australia or outside Australia) in the first instance if they wish to request access to that personal information. Reasons will be given if access is denied. (f) Your personal information may be disclosed to joint investors, registry, to securities brokers, to third party service providers (including print and mail service providers, technology providers, and professional advisors), to related entities of MCA and each of their agents and contractors, and to ASX and other regulatory authorities, and in any case, where disclosure is required or allowed by law (which may include disclosures to the Australian Taxation Office and other government or regulatory bodies or where you have consented to the disclosure). In some cases, the types of organisations referred to above to whom we will disclose your personal information may be located overseas. MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 15 (g) The main consequence of not providing the personal information outlined in sections 14(a) to 14(d) above would be that MCA may be hindered in, or prevented from, processing your application, and from conducting and implementing the SPP. (h) MCA 's Registry’s privacy policy is available on their website: Advanced Share Registry :: Privacy Policy 15 Other terms and conditions Shareholders will be bound by the Constitution of MCA and these SPP Terms and Conditions by accepting th e offer to acquire Shares under the SPP. MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 16 Glossary The following definitions apply throughout this SPP Booklet unless the context requires otherwise. ASIC Australian Securities & Investments Commission ASX ASX Limited (ACN 008 624 691) or the market operated by it, as the context requires ASX Listing Rules The listing rules of ASX Advanced Share Registry Advanced Share Registry Services Closing Date 5.00pm ( AEDT ) on 10 December 20 21 (or such other date as MCA determines). Company or MCA Murray Cod Australia Limited (A C N 143 928 625 ) Constitution The Constitution of MCA Corporations Act Corporations Act 2001 (Cth) Custodian A custodian, trustee or nominee within the definition of “custodian” in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 Custodian Certificate has the meaning given in clause 1(h) of the SPP Terms and Conditions. Dollars, A$ or $ Australian dollars Downstream Custodian another Custodian on whose behalf a Custodian holds Shares, who holds the beneficial interests in Shares on behalf of one or more persons Eligible Shareholder All persons registered as holders of fully paid ordinary Shares in MCA , at 7.00pm ( AEDT ) on 11 November 20 21 , whose registered address in the register of MCA is in Australia or New Zealand , provided that such persons are not in the United States and are no t acting for the account or benefit of a person in the United States (or, in the event that such holder is acting for the account or benefit of a person in the United States, it is not participating in the SPP in respect of that person) Issue Date 17 December 20 21 Opening Date 19 November 2021 Placement The placement of Shares to institutional investors, announced on 12 November 20 21 Record Date 7.00pm ( AEDT ) on 11 No vember 20 21 Registry Advanced Share Registry Services Share or Shares A fully paid ordinary share in MCA Shareholder(s) Holder(s) of Shares Share Purchase Plan or SPP This Share Purchase Plan being offered to Eligible Shareholders under this SPP Booklet SPP Booklet This booklet SPP Terms and Conditions The terms and con ditions of the SPP set out in this SPP Booklet, including this Glossary and the a pplication form . MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 17 US Securities Act The United States Securities Act of 1933, as amended MURRAY COD AUSTRALIA LIMITED | SHARE PURCHASE PLAN page 18 Corporate Directory M urray C od A ustralia Limited (A C N 143 928 625 ) Level 1, 153 Yambil Street Griffith , NSW 2680 Telephone: +61 2 6962 5470 Email: murraycod@aquna.com https://aquna.com/ Legal Advis e r Allens Level 37 , QV.1 250 St Georges Terrace Perth, WA 2000 Registry Advanced Share Registry Services 8/325 Pitt Street Sydney , NSW 2 00 0 Telephone: + 61 8 9389 8033 https://www.advancedshare.com.au/
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