Powerhouse Ventures : Placement

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ASX Release

Powerhouse Ventures Limited

Level 4, Scottish House, 90 William Street, Melbourne VIC 3000, Australia (ASX Code: "PVL")

NZ Company No. 1854396 / ARBN 612 076 169

PRIVATE PLACEMENT OF SHARES COMPLETED WITH STRONG INTEREST

Melbourne, Australia: 4 February 2022

Powerhouse Ventures Limited (PVL or the Company) is pleased to announce that it has completed a private placement to institutional and sophisticated investors, made up of numerous new and existing shareholders, including all three recently appointed directors of the Company.

The Placement will be completed in two tranches;

• 19,500,000 fully paid ordinary shares (Shares) raising a total of $1,950,000 to be issued and allotted immediately (Tranche 1)
• A further 6,500,000 Shares raising a total of $650,000 to be issued subject to shareholder approval (Tranche 2).

A total of 26,000,000 Shares will be issued across both Tranches (the Placement).

The Placement was conducted at an issue price of $0.10 per Share and will raise up to $2,600,000 before costs. The issue price represents a 6% premium to the market closing price of $0.94 per Share on 1 February 2022. Ascia Capital acted as Lead Manager on the Placement for a fee of 4.0% of total funds raised.

Tranche 1 shares will be issued immediately, while Tranche 2 shares will be subject to shareholder approval at a shareholder meeting, expected to be held on 15 March 2022. A notice of meeting will be despatched to shareholders containing relevant information in due course.

PVL confirms that funds raised from the Placement will be used as working capital to continue its stated corporate objectives as notified to shareholders in the recent Annual General Meeting and consistent with its recent announcements and quarterly

update. These objectives are more fully particularised and outlined in the accompanying corporate strategy document.

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"The Placement was conducted at a premium to last closing price and a premium to our reported net asset value" commented James Kruger, Executive Chairman. "In addition to strong support from related parties and existing shareholders, the Placement received significant interest and participation from new investors. We exist to advance emerging technologies (principally originating from Australian scientists, engineers and institutions) into globally impactful businesses.

We are therefore grateful for the support of our shareholders in this placement and will continue to work with all our shareholder base as part of our network on origination and distribution. On our corporate mission, I note the further alignment of the interests of shareholders with the Board and senior management, who participated in the Placement on the same terms".

Placement Details

The Placement is made up of two tranches;

1. An unconditional placement of 19,500,000 Shares to raise $1,950,000 (Tranche 1).

9,000,000 shares will be issued utilising the Company's 10% issuance capacity under ASX Listing Rule 7.1A. The issue price of $0.10 per share is 88.46% of the 15 trading day VWAP price of $0.1129 and is therefore above the 75% threshold required by Listing Rule 7.1A. The remaining 10,500,000 Shares will be issued utilising the Company's existing 15% issuance capacity pursuing to ASX Listing Rule 7.1.

The 19,500,000 Tranche 1 Shares are to be quoted and allotted immediately.

2. A conditional placement of 6,500,000 shares to raise a further $650,000 placed to related parties and senior management of the Company, and subject to approval of shareholders to be sought at an Extraordinary General Meeting (EGM) to be held on or about 15 March 2022 (Tranche 2).

The Placement has been conducted without a prospectus, with the Shares being offered to and subscribed for by investors to whom disclosure is not required under the Corporations Act.

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This announcement effectively lifts the trading halt requested on 1 February 2022. The Company is not aware of any reason why the ASX would not allow trading in the Company's shares to recommence trading immediately.

Sincerely,

James Kruger

Chairman, Powerhouse Ventures Limited

---ENDS---

Authorised by the Board of Powerhouse Ventures Limited

About Powerhouse Ventures Limited:

Powerhouse is an investment company seeking to advance emerging intellectual property (principally originating from Australian scientists, engineers and institutions) into globally impactful businesses. The focus sectors are: engineering and clean-tech, information communication technology and digital; medical and healthcare, agritech and environmental.

Powerhouse has an existing active portfolio and strong pipeline of early stage to mature businesses across its focus segments. It has developed a unique network and broad base of skillsets to help its portfolio businesses expand and commercialise.

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Investor Presentation

4 February 2022

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Disclaimer

This presentation contains summary information about Powerhouse Ventures Ltd ("PVL") and its activities and it is not intended for general circulation or publication and it cannot be reproduced without the prior written consent of PVL.

It is not an admission document, listing particulars or a prospectus relating to PVL and should not be considered as an offer or invitation to subscribe for, or purchase any securities in PVL or as an inducement to make an offer or invitation with respect to those securities. No agreement to subscribe for or purchase securities in PVL will be entered into on the basis of this presentation.

This presentation contains forward looking information. Such forecasts, projections and information are beyond the control of PVL and are not a guarantee of future performance, involve unknown risks and uncertainties. Actual results and developments will almost certainly differ materially from those expressed or implied. PVL has not audited or investigated the accuracy or completeness of the information, statements and opinions contained in this presentation. Accordingly, to the maximum extent permitted by applicable laws, PVL makes no representation and can give no assurance, guarantee or warranty, express or implied, as to, and takes no responsibility and assumes no liability for, the authenticity, validity, accuracy, suitability or completeness of, or any errors in or omission, from any information, statement or opinion contained in this presentation. The information in this presentation is provided at the date of this presentation and is subject to change without notice and PVL are under no obligation to update or keep current the information contained in this presentation.

You should not act or refrain from acting in reliance on this presentation. It does not purport to contain all information which its recipients may require in order to make an informed assessment of PVL. You should conduct your own investigation and perform your own analysis in order to satisfy yourself as to the accuracy and completeness of the information, statements and opinions contained in this presentation before making any investment decision. This presentation does not constitute financial product advice (nor investment, tax, accounting or legal advice) and has been prepared without taking account of any person's investment objectives, financial situation or particular needs.

By accepting and reading this presentation, you agree to be bound by the above conditions and limitations.

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