Wide Open Agriculture : Share Purchase Plan

For personal use only

6 December 2021

Dear Shareholder,

INVITATION TO PARTICIPATE IN SHARE PURCHASE PLAN

On 29 November 2021 Wide Open Agriculture Limited (WOA or Company) announced an offer to eligible shareholders to participate in a Share Purchase Plan (Plan).

The Plan offers to eligible shareholders the opportunity to purchase up to $30,000 of WOA ordinary shares (New Shares) at $0.75 each without incurring brokerage or transaction costs on the terms and conditions (Terms and Conditions) enclosed with this letter (Offer).

The Offer is on the same terms as a placement that the Company has undertaken by which it has raised $20,000,000 before costs by the issue of 26,666,667 Shares at $0.75 each to sophisticated, professional and other investors who are exempt from the disclosure requirements under Chapter 6D of the Corporations Act (Placement). The Placement Shares were issued within the Company's Listing Rule 7.1 and 7.1A placement capacity. This Offer under the Plan follows on from the Placement and provides an opportunity for eligible shareholders to participate in a capital raising on the same terms as the Placement.

Shareholders eligible to participate in the Plan

Participation in the Plan is voluntary and is available exclusively to shareholders who are registered as holders of Shares at 5pm (AEDT) on the Record Date of 26 November 2021 and whose registered address is in Australia or New Zealand (Eligible Shareholders).

Plan and Issue Price

The Plan entitles Eligible Shareholders to purchase parcels of Shares being one of an amount of $500, $2,000, $5,000, $10,000, $20,000 or $30,000.

The New Shares will priced at $0.75 each (Issue Price). The issue price represents an 11.8% discount to WOA's closing share price on Wednesday, 24 November 2021 of AUD$0.85, a 7.2% discount to the 10 day volume weighted average price (VWAP) of AUD$0.809 and a 8.5% discount to the 5 day volume weighted average price (VWAP) over the last 5 days on which sales in the Shares were recorded before the day on which the Plan was announced on 29 November 2021 of AUD $0.82. The Issue Price is the same price as the Shares that are to be issued under the Placement. There is no offer of Options as part of the Offer.

The maximum number of Shares to be issued under the Plan is 2,666,667 New Shares, which represents a maximum raising of $2,000,000 under the Plan before expenses.

Participation in the Plan

The offer for New Shares under the Plan is made in accordance with the enclosed Terms and Conditions. An application form for the Plan (Application Form) is included in this package.

Eligible Shareholders may participate in one of 6 amounts ranging from $500 to $30,000. Any fractions of a New Share will be rounded down to the nearest whole number of New Shares.

The Issue Price is $0.75 each.

Application for quotation on ASX of the New Shares will be made immediately following issue of those New Shares.

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Current Activities

Details of the Company's current activities are set out in the announcements made to the ASX and are available from the ASX, or the Company's website at www.wideopenagriculture.com.au.

The funds raised under the Plan together with the Placement will be used to fund the design, build and operation of proprietary facility to aim to create the world's lowest carbon plant-based drinks, increase and accelerate the capability of our plant-based protein facility, implement a marketing strategy to support online sales and domestic/international retail campaigns for Dirty Clean Food's oat milk and new product lines in Australia and South-East Asia, for working capital and the costs of the offer.

Effect on Capital Structure

The effect of the Offer on the Company's issued share capital if all New Shares under this Offer are subscribed for is shown in the following table:

Shares	Maximum Subscription
Existing Shares1	141,127,181
New Shares under this Offer	2,666,667
Total Shares on issue at maximum subscription1	143,793,848

1. The existing Shares includes the completion of the Placement of 26,666,667 Shares and assumes that no further Options are exercised. At the date of this Offer, the Company has 18,263,106 Options (unlisted), all with exercise prices ranging from 15 cents to $1.28. Additionally, the Company will issue 1,000,000 Options (unlisted with an exercise price of 93.75 cents and an 18 month expiry date) to the Joint Lead Managers as part of the fee for the Placement.

Custodians and Nominees

Eligible Shareholders who hold Shares as a custodian for one or more persons on the Record Date may apply for up to a maximum amount of $30,000 worth of New Shares in respect of each beneficiary who is resident in Australia or New Zealand, subject to providing a Custodian Certificate to the Company. Please refer to the Terms and Conditions for more details.

Price risk

If you apply to participate in the Plan, you should be aware, and accept the risk, that the market price of the Shares in the Company may rise and fall between the date of the Offer under the Plan and the date when any New Shares are issued to you under the Plan. As such, it is possible that, up to or after the date you receive New Shares under the Plan, you may be able to buy Shares on the ASX at a lower price than under this Plan.

The Board recommends that you obtain your own financial advice in respect of the Offer under the Plan.

Non-renounceable

The Offer under the Plan is non-renounceable and cannot be transferred by Eligible Shareholders.

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Foreign offer restrictions

This document may not be released or distributed in any country other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country. In particular, any securities described in this document have not been, and will not be, registered under any United States statute and may not be offered or sold in the United States.

Scale-back

The Company will issue a maximum of 2,666,667 New Shares under the Plan. In the event of an oversubscription by the closing date the Directors will in their absolute discretion scale-back applications. Eligible Shareholders may therefore receive less than the parcel of New Shares for which they applied.

Shortfall

There will be a shortfall if less than the maximum number of New Shares are subscribed for by Eligible Shareholders (ie less than 2,666,667 New Shares). In this event, and subject to any necessary shareholder approval, the shortfall may be placed to sophisticated, professional and other investors who are exempt from the disclosure requirements under Chapter 6D of the Corporations Act. The Offer is not underwritten.

Indicative Timetable

Date	Event
Friday, 26 November 2021	Record Date for Share Purchase Plan
Monday, 6 December 2021	Distribution of Share Purchase Plan booklet and Share
	Purchase Plan Offer Opens
Friday, 17 December 2021	Closing Date for Share Purchase Plan
Friday, 24 December 2021	Announcement of results of Share Purchase Plan and issue of
	New Shares

These dates are indicative only. The Company may vary the dates (including extending the closing date) of the Offer without notice. Accordingly, shareholders are encouraged to submit their Application Form as early as possible.

Should you wish to discuss any information contained in this letter further, do not hesitate to contact the Company's Share Registry.

For

Yours faithfully

Dr Ben Cole

Managing Director

For further information, please contact:

Dr Ben Cole Managing Director Tel: + 61 415 387 270 [e-mail]

This announcement was authorised for release by:

Sam Wright

Company Secretary

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WIDE OPEN AGRICULTURE LIMITED (ACN 604 913 822)

SHAREHOLDER SHARE PURCHASE PLAN - TERMS AND CONDITIONS

For personal use only

1. PURPOSE
   The purpose of the Shareholder Share Purchase Plan (the Plan) is to offer eligible shareholders of Wide Open Agriculture Limited (WOA or Company) the opportunity to acquire additional fully paid ordinary shares in the Company (New Shares) in accordance with these Terms and Conditions. Under this Plan, Eligible Shareholders may purchase New Shares at $0.75 each (Issue Price). The purchase is without the need to pay brokerage costs and without the need for the Company to issue a Prospectus.
2. SHAREHOLDERS ELIGIBLE TO PARTICIPATE Eligible Shareholders
   Holders of Shares that are registered with an Australian or New Zealand address at the Record Date are eligible shareholders (Eligible Shareholders) and may participate in the Plan. Due to foreign securities laws, it is not practical for shareholders resident in other countries to be offered the opportunity to participate in the Plan.
   The Record Date is 26 November 2021.
   Participation in the Plan is optional and is subject to these Terms and Conditions. Offers made under the Plan are non-renounceable (i.e. Eligible Shareholders may not transfer their rights to any New Shares offered under the Plan). Eligible Shareholders who wish to take up the New Shares issued under the Plan agree to be bound by the Company's constitution in respect of the New Shares issued under the Plan.
   An offer may, at the discretion of the Directors of the Company, be made under the Plan once a year. The maximum amount which any shareholder may subscribe for in any consecutive 12 month period is $30,000.
   Joint holders
   Where two or more persons are recorded in the register as jointly holding Shares, they are taken to be a single registered holder and the Offer is made to them jointly.
   Custodians, trustees and nominees
   If you are an Eligible Shareholder and hold Shares as a custodian (as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547) (refer below) (Custodian), you may apply for up to the maximum of New Shares for each beneficiary for whom you act as custodian provided you annex to your Application Form a certificate to the Company (Custodian Certificate) with the following information:
3. 1. that you or another interposed custodian held Shares on behalf of one or more other persons who are resident in Australia or New Zealand (each a Participating Beneficiary) at 5:00pm (AEDT) on the Record Date who have subsequently instructed you to apply for New Shares under the Plan on their behalf;
   2. the number of Participating Beneficiaries and their names and addresses;
   3. the number of Shares that you hold on behalf of each Participating Beneficiary;

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1. the dollar amount of New Shares that each Participating Beneficiary has instructed you, either directly or indirectly through another custodian, to apply for on their behalf;
2. that the amount for New Shares applied under the Offer for each Participating Beneficiary for whom you act plus the application amount for any other Shares issued to you as custodian for that Participating Beneficiary under any arrangement similar to the Plan in the prior 12 months does not exceed $30,000;
3. that a copy of the written offer document was given to each beneficiary; and
4. where you hold shares on behalf of a beneficiary indirectly, through one or more interposed custodians, the name and address of each interposed custodian.

For the purposes of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 you are a "custodian" if you are a registered holder that:

• holds an Australian financial services licence covering the provision of a custodial or depository service;
• is exempt from the requirement to hold an Australian financial services licence for the provision of a custodial or depository service;
• holds an Australian financial services licence covering the operation of an IDPS or is a responsible entity of an IDPS-like scheme;
• is a trustee of a self-managed superannuation fund or a superannuation master trusts; or
• is noted on the Company's register of members as holding the shares on account of another person.

If you hold Shares as a trustee or nominee for another person or persons but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above.

Custodians should request a Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request Custodian Certificate and if you would like further information on how to apply, you should contact the Company's share registry during normal business hours.

The Company reserves the right to reject any application for New Shares to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements. The Company reserves the right to reject applications in accordance with these Terms and Conditions.

1. PRICE OF NEW SHARES
   The price of New Shares to be issued under the Plan is $0.75 each representing a 8.5% discount to the volume weighted average price of the Company's Shares over the last 5 days on which sales in the Shares are recorded before the day on which the Plan was announced on 29 November 2021.
2. ISSUE OF NEW SHARES
   The New Shares will be issued as soon as reasonably practicable after the Closing Date. The New Shares will rank equally in all respects with all other fully paid ordinary shares in the Company from the date of issue.
   Shareholding statements or CHESS notifications will be issued in respect of all New Shares issued under the Plan. The Company will, promptly after the issue of New Shares under the Plan, make application for those New Shares to be quoted on ASX.

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