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Agrimin Limited | ABN 15 122 162 396 ASX Code: AMN 2C Loch Street

Nedlands, Western Australia 6009 T: +61 8 9389 5363

E: admin@agrimin.com.au | W: www.agrimin.com.au

3 February 2022

SHARE PURCHASE PLAN

Dear Shareholder,

Agrimin Limited - Share Purchase Plan

On behalf of the Board of Agrimin Limited (ACN 122 162 396) (Company), I am pleased to offer you the opportunity to subscribe for fully paid ordinary shares in the Company (Shares) under a Share Purchase Plan (SPP).

The Company is offering eligible shareholders the opportunity to apply under the SPP for up to a maximum of $30,000 worth of Shares at an issue price of $0.35 per Share (Issue Price). Shareholders will be eligible to participate in the SPP if they have a registered address in Australia or New Zealand as at 5.00pm (AWST) on 27 January 2022.

Important Information

The SPP is governed by the terms and conditions in the enclosed Offer Document. The Board urges you to read the Offer Document carefully and in their entirety, together with announcements made by the Company to ASX, before deciding whether to participate in the SPP.

If you are uncertain whether Shares are a suitable investment for you, you should consult your financial or other professional adviser. The Board recommends that you obtain your own financial advice in relation to the SPP and consider price movements of Shares in the Company prior to electing to participate in the SPP.

How to apply

Eligible Shareholders may participate in the SPP by applying online on the Offer website at https://investor.automic.com.au/#/homeand pay directly via BPAY® (for Eligible Shareholders with an eligible Australian bank account). This is the fastest and easiest way to apply.

A New Zealand shareholder that is unable to pay by BPay® should contact the Share Registry on +61 2 9698 5414 at any time from 8.30am to 5.00pm (AEDT time) Monday to Friday during the Offer period, for alternative electronic funds transfer payment arrangements.

Further details as to the application process are included in the enclosed Offer Document.

Enquiries

If you have any enquiries in relation to your Application Form or the SPP, please call the Company Secretary on +61 (08) 9389 5363.

Yours faithfully

Alec Pismiris

Director and Company Secretary

Agrimin Limited

For personal use only

Not for release to US wire services or distribution in the United States

Agrimin Limited

(ACN 122 162 396)

Share Purchase Plan Offer Document

This Offer Document comprises the terms and conditions of the Agrimin Limited (ACN 122 162 396) (Company) 2022 Share Purchase Plan (Offer).

1. Offer

The Offer is an invitation to apply for fully paid ordinary shares in the Company (Shares) up to a maximum subscription of $30,000 at an issue price of $0.35 per Share (New Shares).

The Offer is made on the same terms and conditions to all Eligible Shareholders (as defined below).

The Offer is non-renounceable.

2. Eligibility

You are only eligible to apply for New Shares (Eligible Shareholder) if:

  1. your registered address in the Company's register of members is in Australia or New Zealand and you are not in the United States or acting for the account or benefit of a person in the United States; and
  2. you were registered as a holder of Shares as at 5.00pm (AWST) on 27 January 2022.

3. Issue Price

The issue price for each New Share under the Offer is $0.35 per Share (Issue Price).

In accordance with the requirements of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument 2019/547), the Company notes that:

  1. On the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on the ASX was $0.425 per Share. The Issue Price is a 17.6% discount to that closing price.
  2. The market price of Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are issued to you as a result of your application under this Offer.
  3. By making an application under this Offer, each Eligible Shareholder will be acknowledging that although the Issue Price is at a discount, Shares are a speculative investment and the price of Shares on ASX may change between the

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date of the Company announcing the Offer and the date of issue of Shares under the Offer and that the value of the Shares received under the Offer may rise or fall accordingly.

  1. The Issue Price is less than the market price of Shares during a 'specified period' in the 30 days before the date of the Offer (such specified period being the 5 days in which trading in Shares occurred before the date of announcement of the Offer, being 28 January 2022).

The Board recommends that you obtain your own financial and taxation advice in relation to the Offer and consider price movements of Shares in the Company prior to making an application under this Offer.

4. Number of New Shares

4.1 Application amount

If you are an Eligible Shareholder, you can apply for up to a maximum of $30,000 worth of New Shares. Eligible Shareholders can select one of the following alternatives:

Offer

Value

Number of New Shares

A

$2,000

5,714

B

$5,000

14,285

C

$10,000

28,571

D

$20,000

57,142

E

$30,000

85,714

No fractions of New Shares will be issued. Where the Issue Price, divided by the application amount results in a fractional entitlement, the number of New Shares will be rounded down to the nearest whole number.

4.2 $30,000 maximum

In order to comply with ASIC Instrument 2019/547, the maximum value of New Shares each Eligible Shareholder (irrespective of the size of their shareholding) may apply for under this Offer is $30,000 (including through joint holding(s), multiple share accounts or any holding in which they have a beneficial interest/s). This limit will apply even if you receive more than one offer from the Company (for example, because you are a joint holder of shares or because you hold more than one shareholding under separate share accounts).

If the Company receives an amount that does not equal one of the amounts specified above in section 4.1 or a subscription of over $30,000 worth of New Shares by a shareholder through multiple applications or joint holdings, the Company may either:

  1. reject the Application and refund in full the Application money (without interest) to the Eligible Shareholder; or

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  1. apply the dollar amount of the payment to the highest designated parcel that is less than the amount of the payment and refund the excess Application money (without interest) to the Eligible Shareholder.

No fractions of New Shares will be issued.

4.3 Maximum number of New Shares to be issued

  1. Maximum amount: The Company reserves the right to determine the amount it raises through the SPP. At this stage, the maximum amount raised under the SPP will be capped at a total of $2 million (before costs), though the Company reserves the right to change this cap at its discretion by announcement to ASX (subject to the maximum permitted under the ASX Listing Rules). In accordance with ASX Listing Rule 7.2 Exception 5, the total number of New Shares must not exceed 30% of the number of Shares currently on issue.
  2. Scale back: The Board reserves the right to reject or scale back any applications in whole or in part (Scale back). If there is a Scale back, you may not receive all the New Shares for which you have applied. The Company may in its absolute discretion determine to apply the Scale back to the extent and in the manner it sees fit, which may include taking into account a number of factors such as the size of your shareholding at the Record Date, the extent to which you have sold or purchased Shares since the Record Date, whether you have multiple registered holdings, the date on which your application was made and the total applications received from Eligible Shareholders.
  3. Return of excess application monies: The Company will refund to you by direct credit deposit to your nominated bank account (where you have given your nomination to the Share Registry) or by cheque, the difference between your application money and the total Offer price for the New Shares issued to you.

5. Participation Costs

You must pay the Issue Price per New Share and any fees or charges incurred by you in making an application under the Offer, for example, bank fees or fees of professional advisors. No commission is payable by the Company on the issue of the New Shares and no brokerage applies.

6. Rights Attaching

The rights and obligations of the New Shares are contained in the Constitution of the Company (which is available for inspection at the registered office of the Company during the period of the Offer). The New Shares will be issued on the same terms as all other ordinary shares in the Company and the Company will apply for the New Shares to be quoted on ASX. If the New Shares are not quoted on ASX, the New Shares will not be issued and funds will be refunded.

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7. Allotment of New Shares

Subject to these terms and conditions, the New Shares will be allotted as soon as possible after the Offer closing date. The Company will send or cause to be sent to you a holding statement in due course.

8. Payment for New Shares

All amounts in this Offer are expressed in Australian dollars.

If you are:

  1. an Australian shareholder, you must pay for the New Shares by BPay® following the instructions on the Application Form; or
  2. a New Zealand shareholder that is unable to pay by BPay®, please contact the Share Registry on +61 2 9698 5414 at any time from 8.30am to 5.00pm (AEDT time) Monday to Friday during the Offer period, for alternative electronic funds transfer payment arrangements for the number of New Shares you wish to apply for.

If you do not provide the exact amount of application monies, the Company reserves the right to issue you a lesser number of New Shares and (if necessary) return a portion of your funds. No interest will be paid on money returned.

9. Risks

New Shares are a speculative investment and the market price may change between the dates you apply for New Shares and the issue of New Shares to you. Accordingly, the value of New Shares applied for may rise or fall.

This Offer is not a prospectus and does not require the types of disclosures required under the Corporations Act. You must rely on your own knowledge of the Company, previous disclosures made by the Company to ASX, and, if necessary, consult your professional advisor when deciding whether or not to participate in the Offer.

The terms and conditions of the Offer should be read in conjunction with the Company's continuous and periodic disclosures given to ASX, which are available on ASX's website at www.asx.com.au (under the Company's code "AMN") and the Company's website at https://agrimin.com.au/.

10. Privacy

By receiving completed applications under the Offer, the Company collects personal information about shareholders. The Company will use this information for the purposes of processing the applications and updating the records of the Company. Unless required by the law, the Company will not disclose the personal information for another purpose without the consent of the shareholder. Except as stated by the law, shareholders are able to access, upon request, their personal information held by the Company. For further information about how we manage your personal information or if you wish to obtain a copy of the Company's Privacy Policy, please contact us.

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Agrimin Ltd. published this content on 02 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 February 2022 23:08:04 UTC.