Mad Paws : Share Purchase Plan Offer Booklet

For personal use only

Mad Paws Holdings Limited ACN 636 243 180 Share Purchase Plan Booklet

Eligible Shareholders have the opportunity to participate in the Share Purchase Plan by applying for up to $30,000 of new ordinary shares in the Company at $0.18 per share without incurring brokerage or transaction costs. Details of the Share Purchase Plan and how to participate are set out in this Booklet.

Participation in the Share Purchase Plan is optional and open to the Company's shareholders who held fully paid ordinary shares in the Company at 7.00pm (AEDT) on 22 February 2022 and have a registered address in Australia or New Zealand.

Applications for new Shares under the Share Purchase Plan must be received by 5.00pm (AEDT) on 25 March 2022.

If you are an Eligible Shareholder, this is an important document that requires your immediate

attention. It should be read in its entirety. If, after reading this document you have any

questions about the securities being offered for issue under it or any other matter, you should

contact your stockbroker, solicitor, accountant or other professional adviser.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.

Table of Contents

Letter to Shareholders

Share Purchase Plan Key Dates

Share Purchase Plan Key Details
Share Purchase Plan Key Steps
only5.	SPP Price
Important information
Terms and Conditions
1.	SPP Offer
2.	Eligible Shareholders and eligibility to participate
3.	Joint holders and joint beneficiaries and Custodians
4.	Applications for SPP Shares
6.	Number of SPP Shares to be issued
use	Issue
7.
8.	Scale back
9.	Directors
10.	Shareholders outside Australia and New Zealand
11.	Acknowledgements
12.	Dispute Resolution
13.	Variation and termination
14.	Privacy Policy
personalFor		Governing Law
15.
16.	Glossary

3

4

4

5

5

6

6

6

6

6

7

7

7

7

8

8

8

9

9

9

9

10

1.335529

Table of Contents

2

Letter to Shareholders

Dear Shareholder

Mad Paws Holdings Limited ACN 636 243 180

Share Purchase Plan

onlyOn behalf of the board of Mad Paws Holdings Limited ACN 636 243 180 (Company), it gives me great pleasure to offer you the opportunity to increase your investment in the Company by purchasing additional shares in the Company (SPP Shares) under this Share Purchase Plan (SPP).

The SPP gives all holders of Shares in the Company at 7.00pm (AEDT) on 22 February 2022 with a registered address in Australia or New Zealand (Eligible Shareholders), the ability to acquire SPP Shares at a per share issue price of $0.18 (SPP Price).

The SPP Price represents a 10% discount to the last close price of $0.20 on 18 February 2022 and a 9% discount to the 15-day volume weighted average price of the Company's shares traded on the ASX (VWAP) up to and

useincluding 18 February 2022.

Participation in the SPP is voluntary and open to all Eligible Shareholders on the terms and conditions set out in the SPP booklet accompanying this letter (Booklet). The issue of SPP Shares to Eligible Shareholders does not require hareholder approval.

The proceeds of the SPP will be applied to fund general working capital requirements and SPP costs, as well as contributing to the cash component of the Pet Chemist acquisition which was announced to the ASX on 23 February 2022.

How to apply for SPP Shares

personalEach Eligible Shareholder is entitled to acquire a maximum of $30,000 worth of SPP Shares in parcels from as little s $500 up to $30,000.

The SPP opens at 1pm (AEDT) on 1 March 2022 and is scheduled to close at 5.00pm (AEDT) on 25 March 2022 (SPP Offer Closing Date) however the Company reserves the right to close the SPP early, or extend the SPP Offer Closing Date.

If you intend to participate, you must make a payment for the maximum you wish to pay for SPP Shares via BPAY® r Electronic Funds Transfer in accordance with the instructions on the Acceptance Form so that it is received prior

to 5.00pm (AEDT) on the SPP Offer Closing Date.

Further information

This letter and the accompanying material (including the Booklet) sets out the terms and conditions of the SPP and contains important information about the SPP to assist you in deciding whether to participate in the SPP. You should read the Booklet carefully and in its entirety, and seek your own financial and taxation advice in relation to the SPP, before deciding whether to apply for SPP Shares.

If you have any questions in relation to whether an investment in the Company through the SPP is appropriate for you, please contact your stockbroker, accountant or other professional adviser.

On behalf of the board, I look forward to your continued support.

Yours faithfully

For

Jan Pacas

Mad Paws Holdings Limited ACN 636 243 180

Share Purchase Plan Summary information

3

$30,000, $25,000, $20,000, $15,000, $10,000, $5,000, $2,000, $1,000 and $500

$30,000

$500

$0.18 per Share

$1,500,000

Date

Tuesday, 22 February 2022

Wednesday, 23 February 2022

Monday, 28 February 2022

Tuesday, 1 March 2022

Friday, 25 March 2022

Wednesday, 30 March 2022

Friday, 1 April 2022

Monday, 4 April 2022

Wednesday, 6 April 2022

Share Purchase Plan Key Dates

onlyActivity

Record date (for SPP participation) (7.00pm AEDT)

Announcement of capital raising (including SPP)

Dispatch Booklet to Eligible Shareholders

SPP Offer Opening Date (1.00pm AEDT)

SPP Offer Closing Date (5.00pm AEDT)

useResults of SPP Offer announced SPP Shares Allotment Date

Expected Quotation of SPP Shares on the ASX

Holding statements dispatched to SPP participants

Note: All times are in Australian Eastern Daylight Time (AEDT) which is the time applicable in Sydney, New South Wales.

This Timetable is indicative only and subject to change. The Company may vary these dates in their discretion, including by bringing forward or personalextending the SPP Offer Closing Date. In the event of any such variation, the Company will lodge the varied timetable with the ASX.

Share Purchase Plan Key Details

Maximum amount to be raised under the SPP Offer

SPP Price

Minimum amount subscribing Eligible Shareholders can invest

Maximum amount subscribing Eligible Shareholders can invest

Application amounts

The market price of the Company's Shares may change between the SPP Offer Opening Date and the date the SPP Shares are issued and may trade at a price that is lower than the SPP Price. Irrespective of the market price of the Company's Shares as at the SPP Shares Allotment Date, the SPP Price of the SPP Shares under the SPP Offer is the price set out above.

Accordingly, by accepting an Application, Applicants accept the risk that the market price of the Company's Shares may fall below the SPP Price between the date of this offer and the SPP Shares Allotment Date, in which case you may have been able to buy the SPP Shares at a lower price than the SPP Price. For

Share Purchase Plan Summary information

4

Share Purchase Plan Key Steps

			Step		Step details
			Step 1			Read the terms and conditions of the Share Purchase Plan (SPP) in full. Participation in the
						SPP is voluntary.
only		Step 2			Are you an Eligible Shareholder?
				You are eligible to apply for SPP Shares if:
				• you were registered on the Company's share register as a holder of Shares at 7:00pm
				(AEDT) on the Record Date; and
				• you have a registered address in Australia or New Zealand.
				The Company reserves the right to determine in its sole discretion whether a shareholder is
				an Eligible Shareholder for the purposes of the SPP.
		See section 2 of the terms and conditions.
			Step 3			If you are an Eligible Shareholder and choose to participate in the SPP, you must choose to
						purchase a parcel of SPP Shares in an amount of at least $500 up to a maximum of
						$30,000 of SPP Shares, in the following application amounts: $30,000, $25,000, $20,000,
						$15,000, $10,000, $5,000, $2,000, $1,000 and $500.
						See section 4 of the terms and conditions.
use		Step 4			To apply for SPP Shares under the SPP, Eligible Shareholders must make a payment for
				the maximum amount the Eligible Shareholder wishes to pay for SPP Shares via BPAY® or
		Electronic Funds Transfer (EFT) in accordance with the instructions on the Acceptance
						Form so that it is received prior to 5:00pm (AEDT) on the SPP Offer Closing Date.
						See section 4 of the terms and conditions.
If you do not wish to participate in the SPP Offer, you are not required to do anything in response to this Booklet.
personalUnited States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account

Important information

The offer of SPP Shares under the SPP Offer is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, which grants relief from the requirement for the Company to provide prospectus disclosure in relation to the SPP. This Booklet does not constitute a prospectus or product disclosure statement, and has not been lodged with the ASIC. The issue of a prospectus or product disclosure statement is not required for the purpose of the SPP Offer. You must rely on your own knowledge of the Company, previous disclosure made by the Company to ASX and if necessary, consult with your professional adviser when deciding whether or not to participate in the SPP Offer.

This document is intended for use only in connection with the SPP Offer to Eligible Shareholders in Australia or New Zealand. No action has been taken to permit an offering of Shares in any jurisdiction outside of Australia and New Zealand. The distribution of this document may be restricted by law and persons (including Custodians and nominees) who come into possession of this document should observe any such restrictions. This document may not be distributed or released in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States or in any jurisdiction in which such an offer would be illegal. The Shares to be offered and sold under the SPP have not been, and will not be, registered under the US Securities Act or the securities laws of any U.S. state or other jurisdiction of the

or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States).

ForFor any enquiries or if you have lost your Acceptance Form and would like a replacement form, please contact the Company Secretary via email at [e-mail]. Alternatively, contact your stockbroker, solicitor, accountant

r other professional adviser for advice in relation to the SPP Offer.

Some terms used in this Booklet are defined in the Glossary in section 16 of the terms and conditions.

This Booklet is important and should be read in its entirety before deciding to participate in the SPP Offer.

1.335529

Share Purchase Plan Summary Information

5