HRL : Completion of Entitlement Offer and Appendix 3B

HRL Holdings Limited

Level 8 Waterfront Place, 1 Eagle Street Brisbane Queensland 4000, Australia

GPO Box 216‌‌‌

Brisbane Queensland 4001, Australia

Tel [phone]

Email [e-mail]

ASX Announcement 2 June 2017 Completion of Entitlement Offer and Appendix 3B

HRL Holdings Limited (HRL or the Company) is pleased to announce the successful placement of all of the shortfall shares arising from the partially underwritten non-renounceable 4-for-11 entitlement offer (Entitlement Offer), which closed on 14 March 2017.

Canaccord Genuity (Australia) Limited (Canaccord), acted as Lead Manager to the Entitlement Offer. In consideration for ongoing advisory services Canaccord are to be issued options in the Company.‌

Appendix 3B and Section 708A(5) Notice

Please find attached an Appendix 3B in relation to the issue of the following securities:

• The issue of 7,421,015 fully paid ordinary shares in relation to a placement of the shortfall arising from the March 2017 non-renounceable entitlement offer of ordinary shares undertaken by the company; and

• The issue of 4,800,000 options as consideration for advisory services from Canaccord Genuity (Australia) Limited in connection with the ongoing capital markets strategy requirements of the company.

Notice given under Section 708A(5) of the Corporations Act 2001

The ordinary shares are part of a class of securities quoted on the Australian Securities Exchange. The shares were issued without disclosure to the investor under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act 2001.

The Company, as at the date of this notice, has complied with:

1. The provisions of Chapter 2M of the Corporations Act 2001; and

2. Section 674 of the Corporations Act 2001.

There is no excluded information as at the date of this notice, for the purposes of Sections 708A(7) and (8) of the Corporations Act 2001.

For and on behalf of the Board

Paul Marshall Company Secretary

Appendix 3B New issue announcement

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities‌ and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

HRL Holdings Limited

ABN

99 120 896 371

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of +securities issued or to be issued	Fully paid ordinary shares
2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	7,421,015 ordinary shares and 4,800,000 unlisted 31/12/19 options.
3	Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares. The options are unlisted and exercisable as follows provided the Advisor to whom they have been issued continues to provide services to HRL. Tranche 1 - 1,600,000 options with an exercise price of 18 cents expiry date 31 December 2019. Tranche 2 - 1,600,000 options with an exercise price of 20 cents expiry date 31 December 2019. Tranche 3 - 1,600,000 options with an exercise price of 23 cents expiry date 31 December 2019.

Error! Unknown document property name.

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 2

4	Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Yes for the ordinary shares
5	Issue price or consideration	$0.10 per share while the options have been issued for $nil.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The issue of 7,421,015 fully paid ordinary shares in relation to a placement of the shortfall arising from the recent non- renounceable entitlement offer of ordinary shares undertaken by the company. The funds raised will be applied towards working capital and debt reduction. The unlisted 31/12/19 options have been issued as consideration for services from Canaccord Genuity (Australia) Limited in connection with ongoing capital markets strategy requirements of the company.
6a	Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i	No
6b	The date the security holder resolution under rule 7.1A was passed

6c	Number of +securities issued without security holder approval under rule 7.1
6d	Number of +securities issued with security holder approval under rule 7.1A

6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
6f	Number of securities issued under an exception in rule 7.2
6g	If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.
6h	If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
6i	Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
7	+Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	2 June 2017
Number	+Class
8	Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable	244,186,406	Fully paid ordinary shares

Number	+Class
3,088,667 1,600,000 1,600,000 1,600,000	Unlisted Performance Rights - LTI 2016 Unlisted $0.18 options expiry 31/12/19 Unlisted $0.20 options expiry 31/12/19 Unlisted $0.23 options expiry 31/12/19

1. Number and +class of all

   +securities not quoted on ASX (including the securities in section 2 if applicable)

   N/A

2. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)