Proposed issue of securities

Announcement Summary

For personal use only

Entity name

DW8 LIMITED

Announcement Type

New announcement

Date of this announcement

29/7/2022

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

Maximum Number of

ASX +security code

+Security description

+securities to be issued

New class-code to be

Convertible Notes

5,000,000

confirmed

Proposed +issue date

4/8/2022

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

Part 1 - Entity and announcement details

For personal use only

1.1 Name of +Entity

DW8 LIMITED

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

086435136

1.3

ASX issuer code

DW8

  1. The announcement is New announcement
  2. Date of this announcement

29/7/2022

1.6 The Proposed issue is:

A placement or other type of issue

Proposed issue of securities

2 / 6

Proposed issue of securities

Part 7 - Details of proposed placement or other issue

only

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other

type of issue can proceed on an unconditional basis?

use

No

Part 7B - Issue details

Is the proposed security a 'New

Will the proposed issue of this

class' (+securities in a class that is

+security include an offer of

not yet quoted or recorded by ASX)

attaching +securities?

personal

or an 'Existing class' (additional

No

securities in a class that is already

quoted or recorded by ASX)?

New class

Details of +securities proposed to be issued

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

Have you received confirmation from

Will the entity be seeking quotation

ASX that the terms of the proposed

of the 'new' class of +securities on

+securities are appropriate and

ASX?

equitable under listing rule 6.1?

No

No

ASX +security code

+Security description

New class-code to be confirmed

Convertible Notes

For

+Security type

+Convertible debt securities

Number of +securities proposed to be issued 5,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

Yes

Proposed issue of securities

3 / 6

Proposed issue of securities

In what currency is the cash consideration being paid?

AUD - Australian Dollar

What is the issue price per +security?

AUD 1.00000

only

Will all the +securities issued in this class rank equally in all respects from

their issue date?

Yes

+Convertible debt securities details

use

These securities are:

Type of security

Convertible

Convertible note or bond

+Security currency

Face value

AUD - Australian Dollar

AUD 1.0000

Interest rate type

personal

Fixed rate

Frequency of coupon/interest

payments per year

No coupon/interest payments

s128F of the Income Tax Assessment

Act status applicable to the +security

s128F exemption status unknown

Is the +security perpetual (ie. no

Maturity date

maturity date)?

4/8/2024

No

Select other features applicable to

the +security

For

None of the above

Is there a first trigger date on which a

right of conversion, redemption, call

or put can be exercised (whichever is

first)?

No

Details of the type of +security that will be issued if the securities are converted, transformed or

exchanged

DW8 : ORDINARY FULLY PAID

Proposed issue of securities

4 / 6

only

Proposed issue of securities

Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

For illustrative purposes a maximum of 297,427,386 shares would be issued on conversion. Refer Section 7F.2 for further details outlining the assumptions raised.

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Refer to the ASX release entitled 'Strategic investor provides DW8 access of up to A$10m funding to accelerate Kaddy platform growth' released 29 July 2022.

Part 7C - Timetable

use

7C.1 Proposed +issue date

4/8/2022

Part 7D - Listing Rule requirements

For personal

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

297,427,386 equity securities

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?

No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue?

Proposed issue of securities

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Digital Wine Ventures Limited published this content on 28 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2022 00:03:11 UTC.