Murray Cod Australia : Share Purchase Plan Offer

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MURRAY COD AUSTRALIA LIMITED

SHARE PURCHASE PLAN

19 November 2021

Murray Cod Australia Limited (ACN 143 928 625)

NOT FOR RELEASE TO U.S WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES

This SPP Booklet is not financial advice or a recommendation to acquire MCA Shares and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective, investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction. Murray Cod Australia Limited is not licensed to provide financial product advice in respect of MCA Shares. Cooling off rights do not apply to the acquisition of MCA Shares.

For personal use only

Chairman's Letter

19 November 2021

Dear Shareholder

Opportunity to increase your shareholding in Murray Cod Australia free of brokerage, commission and other transaction costs

On behalf of the board of Murray Cod Australia Limited (ASX: MCA) ("MCA"), I am pleased to offer you the opportunity to participate in the MCA share purchase plan ("SPP") which was announced on

12 November 2021. The SPP provides you with an opportunity to acquire up to A$30,000 worth of MCA's ordinary shares ("Shares") without paying any brokerage costs, commissions or other transaction costs. MCA is targeting to raise up to approximately A$3 million under the SPP. However, MCA may decide to accept applications (in whole or in part) that result in the SPP raising more or less than that target amount at its absolute discretion.

MCA recently conducted an institutional placement which raised A$30 million, as initially announced to the market on 12 November 2021 ("Placement"). As noted in the announcement the new equity from the Placement and SPP will be used towards:

• accelerating growth opportunities, including construction of a new hatchery and c. 26 new ponds over the next 2 years that will increase aggregate capacity by c. 2.3 million adult fish;
• driving production efficiencies, including design and construction of a new state of the art processing plant and increase investment in feed technology to grow revenue per kilogram and drive cost efficiencies, representing an opportunity to increase gross margins to 63-66%;
• funding a breeding program with the CSIRO aimed at increasing fish growth rates, flesh quality and fillet recovery, to extend Murray Cod Australia's position as the leading producer of premium
  Murray Cod;
• capitalising on the excess demand for premium Aquna Murray Cod in three key global Hotel Restaurant and Catering (HORECA) markets (US, EU and Japan); and
• transaction costs of the capital raising.

Details of the SPP

The SPP allows you to acquire up to an aggregate maximum of A$30,000 worth of Shares.

If you decide to participate in the SPP, you will have the opportunity to increase your MCA shareholding at a price of A$0.335 per Share, being the same price paid by institutional investors under the Placement.

All new Shares issued under the SPP will rank equally with existing Shares.

Participation in the SPP is optional and is open to eligible shareholders who are registered holders of Shares on the Record Date (being 7.00pm (AEDT)) on 11 November 2021) with a registered address on the register in Australia or New Zealand ("Eligible Shareholders").

Certain Eligible Shareholders who are custodians holding Shares on behalf of certain beneficiaries are also invited to participate in the SPP on the terms and conditions set out in this SPP Booklet.

Shareholders in the United States are not eligible to participate in the SPP. Similarly, Shareholders (including trustees, custodians and nominees) who hold Shares on behalf of persons in the United States, or are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons.

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MCA will not issue new Shares to an applicant if those Shares, either alone or in conjunction with the issue of Shares under other applications received by MCA, would contravene any law or the ASX Listing Rules.

The offer of Shares under the SPP is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547) (ASIC Instrument 2019/547) and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act.

What do I do next?

The SPP offer opens at 9.00am (AEDT) on 19 November 2021. If you are an Eligible Shareholder and wish to participate in the offer, you may apply for Shares in the amount of A$2,500, A$5,000, A$10,000, A$15,000, A$20,000, A$25,000 or A$30,000.

Applications and payment must be received by by 5.00pm (AEDT) on 10 December 2021 (though the Company reserves the right to close the SPP early or extend the offer). A copy of this SPP Booklet along with information about how to apply under the SPP is available online on the Company's share registry website at www.advancedshare.com.auand logging into the Investor Login portal. Eligible Shareholders may make a payment by BPAY® (recommended), or complete and return an application form with cheque, bank draft or money order.

I encourage you to read this SPP Booklet carefully and in its entirety before making a decision on whether to participate in the SPP. You should be aware that the future market price of the Shares is uncertain and may rise or fall. This means the price you pay for Shares under the SPP may be either higher or lower than the Share price trading on the ASX at the time Shares are issued to you under the SPP.

On behalf of the Board of MCA, I thank you for your continued support.

Yours sincerely

Ross Anderson

Chairman

NOT FOR RELEASE TO U.S WIRE SEVICES OR DISTRIBUTION IN THE UNITED STATES

This SPP Booklet has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This SPP Booklet does not constitute an offer to buy, Shares in the United States or any other jurisdiction. Any securities described in this SPP Booklet have not been, and will not be, registered under the U.S. Securities Act of 1933 (the U.S. Securities Act) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities law.

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SPP Frequently Asked Questions

IMPORTANT NOTICE: If you apply to participate in the SPP by making an application, you are accepting the risk that the market price of Shares may change between the time you make your application and the Issue Date. This means it is possible that, between the time you make your application and up to or after the Issue Date, you may be able to buy Shares on market at a lower price than the issue price.

1. What is the SPP?
   The SPP provides each Eligible Shareholder with an opportunity to acquire Shares (subject to any scale-back at MCA's absolute discretion), without paying any brokerage fees, commissions or other transaction costs, for a total application price not exceeding A$30,000.
   MCA is targeting to raise up to approximately A$3 million under the SPP. However, MCA may decide to accept applications (in whole or in part) that result in the SPP raising more or less than that target amount at its absolute discretion, subject to the limits prescribed in the ASX Listing Rules.
2. Who is an Eligible Shareholder?
   An Eligible Shareholder who may participate in the SPP is a registered holder of Shares at 7.00pm (AEDT) on 11 November 2021 with a registered address on the register in:
3. • Australia; or
   • New Zealand.

Shareholders who hold Shares on behalf of, or are acting for the account or benefit of, persons who reside outside Australia or New Zealand (including persons who are in the United States) are not entitled to participate in the SPP on behalf of those persons.

1. How will custodians and nominees be treated under the SPP?
   Please refer to sections 1(h) - 1(j) in the SPP Terms and Conditions for information on eligibility for custodian and nominee shareholders.
2. What are the key dates?

	Event		Date (and time if relevant)
	Record Date		7.00pm (AEDT) on 11 November 2021
	SPP Opening Date		9.00am (AEDT) on 19 November 2021
	SPP Closing Date		5.00pm (AEDT) on 10 December 2021
	SPP Results Announcement		15 December 2021
	Issue Date		17 December 2021
	Quotation of new Shares on		20 December 2021
	ASX
	Dispatch of SPP holding		7.00pm (AEDT) on 20 December 2021
	statements

Note: This timetable is indicative only and subject to change. MCA reserves the right to alter the above dates at any time, including closing the SPP early if oversubscribed, extending the period for the SPP or accepting late applications, either generally or in particular cases, at its discretion and without notice to you, subject to the ASX Listing Rules, the Corporations Act and any other applicable rules.

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1. How much can I invest under the SPP?
   You may apply for Shares under the SPP up to an aggregate maximum dollar amount of A$30,000 worth of Shares (see question 6 below for further information). You may apply to acquire either A$2,500, A$5,000, A$10,000, A$15,000, A$20,000, A$25,000 or A$30,000.
   MCA reserves the right to scale-back applications in accordance with the options described in question 6 and 7 below.
2. What do I do if I hold Shares in more than one capacity?
   Eligible Shareholders who hold Shares in more than one capacity (whether in respect of a joint holding or because the Eligible Shareholder has more than one holding under a separate account), may apply through different applications for Shares but may not apply for Shares with an aggregate dollar amount exceeding A$30,000.
   If MCA receives an application for an amount of Shares that is not equal to A$2,500, A$5,000,
   A$10,000, A$15,000, A$20,000, A$25,000 or A$30,000, or a subscription of over A$30,000 worth of Shares, by an Eligible Shareholder through multiple applications or joint holdings, MCA may either:
3. • reject your application and refund, in full, any application monies (without interest) to you; or
   • round down the dollar amount of Shares that you are applying for to the next lowest parcel, and refund the balance of any application monies (without interest) to you.

You will not be issued a fraction of a Share.

1. What is the policy for accepting oversubscriptions and will there be scale-back?
   MCA is targeting to raise up to approximately A$3 million under the SPP. However, MCA may decide to accept applications (in whole or in part) that result in the SPP raising more or less than that target amount at its absolute discretion, subject to the limits prescribed in the ASX Listing Rules.
   MCA may in its absolute discretion allocate to you less than the number of Shares you have applied for. If there is a scale-back, it is MCA's intention that each applicant will be treated equally and will be scaled-backpro-rata based on the number of Shares for which they have applied (subject to any minimum dollar allocation determined by MCA at its absolute discretion). When determining the amount (if any) by which to scale-back an application, the Company may take into account a number of factors, including the size of an applicant's shareholding, the extent to which Eligible Shareholders have sold or bought additional shares after the Record Date and the date an application was made.
   In the event of a scale-back, you may be allocated Shares to a value which is significantly less than the parcel for which you applied. Should this happen, the balance of any application monies not applied to acquire Shares under the SPP will be refunded to you, without interest. MCA will make an announcement to the ASX on the outcome of the SPP and the number of Shares issued on or around on 15 December 2021. Shares will be issued on or around 17 December 2021.
2. What is the issue price?
   The issue price under the SPP is A$0.335 per Share, being the same price paid by institutional investors under the Placement, and representing a 10.5% discount to the volume weighted average price of Shares over the last 5 days on which sales of the Shares were recorded by ASX prior to the date of the announcement of the SPP on 12 November 2021.

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