Kalina Power : Offer Booklet November 2023

KALiNa Power Limited

ACN 000 090 997

Entitlement Offer

For a non-renounceable entitlement issue of 1 Share for every 3 Shares held by Eligible Shareholders registered at the Record Date at an issue price of $0.004 (0.4 cents) per Share to raise up to approximately $2 million.

The Entitlement Offer is fully underwritten by the Underwriter.

This offer closes at 5.00pm (AEDT) on 28 November 2023 (unless extended at the discretion of the Company).

IMPORTANT INFORMATION

This is an important document which is accompanied by an Entitlement and Acceptance Form. Both documents should be read in their entirety. This Offer Booklet is provided for information purposes only and is not a prospectus, product disclosure statement or other form of disclosure document. This Offer Booklet is dated 8 November 2023. This Offer Booklet does not contain all the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, Shares offered under this Offer Booklet. This Offer Booklet is issued pursuant to section 708AA of the Corporations Act and applicable ASIC Corporations (Non-TraditionalRights Issue) Instrument 2016/84 for the offer of shares without disclosure to investors under Part 6D.2 of the Corporations Act.

If you have any questions please contact your professional adviser or KPO on [phone] (within Australia) from 8.30am to 5.30pm (AEDT) during the offer period.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

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Important Notice

This Offer Booklet is dated 8 November 2023. This Offer Booklet is not a prospectus, product disclosure statement or other form of disclosure document under the Corporations Act and has not been lodged with ASIC. The Offer Booklet is for information purposes only. The information in this Offer Booklet is not intended to be comprehensive and should be read in conjunction with the more detailed information released by KPO under its continuous disclosure obligations.

1. Jurisdiction

This Offer Booklet, the Chairman's Letter and the Entitlement and Acceptance Form, do not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. In particular, this Offer Booklet and anything contained in it does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any "US Persons" (as defined in Regulation S under the US Securities Act of 1933, as amended (the Securities Act) (U.S. Persons). None of this Offer Booklet, the Chairman's letter, nor the Entitlement and Acceptance Form may be distributed to or released in the United States. The New Shares (and Additional New Shares) offered in the Entitlement Offer have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. The New Shares (and Additional New Shares) may not be offered, or sold, or resold, in the United States or to, or for the account or benefit of, any U.S. Persons, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable securities laws of any state or other jurisdiction of the United States. The New Shares (and Additional New Shares) may not be deposited in any existing unrestricted American Depositary Receipt Facility or such future program with respect to the securities of KALiNa Power Limited that has been or may be established until 40 days following the completion of the Entitlement Offer.

The Entitlement Offer to New Zealand investors is made pursuant to the New Zealand Securities Act (Overseas Companies) Exemption Notice 2013. Pursuant to this Act, the only members of the public to whom the Shares are offered in New Zealand under the Entitlement Offer are those who, at the Record Date, are holders of Shares in KPO. As ASX does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.

2. Investment decisions

which investors should be aware are set out in sections 3.28 and 3.29 of this Offer Booklet. Investors should carefully consider the risk factors that affect KPO specifically and the human resources technology and human resources industries in which it operates.

4. Forward looking information

Forward looking statements, opinion, estimates provided in this Offer Booklet are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on the interpretations of current market conditions.

Forward looking statement including forecasts, projections, guidance on future revenues, earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Such forward-looking statements only speak as to the date of this Offer Booklet and KALiNa Power Limited assumes no obligation to update such information. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of KALiNa Power Limited and its Directors, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward-looking statements in this Offer Booklet.

You should also refer to sections 3.28 and 3.29 of this Offer Booklet for a list of the key risks.

The information contained in this Offer Booklet is not intended to be relied on as advice. Before deciding to invest in KPO, potential investors should read the entire Offer Booklet and in particular the technical information and risk factors that could affect the future operations and activities of KPO and consult their professional advisers. The Entitlement Offer contained in this Offer Booklet does not take into account the investment objectives, financial situation and particular needs of any investor.

3. Risk factors

Potential investors should be aware that subscribing for Shares in KPO involves a number of risks. The key risk factors of

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Summary of the Entitlement Offer

Issue Price	$0.004
Your entitlement	1 New Share for every 3 Shares held on the Record Date

Key Dates (2023)*

Record Date for the Entitlement Offer	7:00 pm (AEDT) on 13 November
	2023
Offer Booklet is dispatched	16 November 2023
Entitlement Offer opens	16 November 2023
Entitlement Offer closes	5:00 pm (AEDT) on 28 November
	2023
Issue of New Shares under the Entitlement Offer	5 December 2023
Normal trading of New Shares issued under the Entitlement	5 December 2023
Offer expected to commence on ASX

*Dates and times are indicative only and subject to change. All times refer to Australian Eastern Standard Time (AEDT).

KALiNa Power Limited reserves the right to vary these dates without prior notice subject to the Corporations Act, ASX Listing Rules and other applicable laws, including extending the Entitlement Offer or accepting late Applications, either generally or in particular cases, without notice. Any extension of the Entitlement Offer will have a consequential effect on the issue date of the New Shares. Commencement of quotation of New Shares is subject to approval by ASX.

Enquiries

For any enquiries please call KPO on [phone] or contact your stockbroker, accountant or other professional adviser.

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Chairman's Letter

8 November 2023

Dear Shareholder

On behalf of KALiNa Power Limited ("KPO" or "Company"), I am pleased to invite you to participate in a 1 for 3 non-renounceable entitlement offer for new fully paid ordinary shares in KPO (New Shares) at an issue price of $0.004 per New Share (Entitlement Offer).

Company strategy

Over the past financial year, we have taken important steps to advance our commercial mission to deliver innovative and sustainable energy solutions that are fundamental to the Green Energy Transition to a Net- Zero Economy. We have positioned our Company to exploit opportunities in the burgeoning power, carbon capture and sequestration market as well as better capitalize on commercial opportunities with the KALiNA Cycle Technology.

KALiNA has engaged PricewaterhouseCoopers Corporate Finance Inc. ("PwC CF") to advise on the funding of our Alberta project development program and subsequent long-term funding mechanisms for the debt and equity of its projects.

A considerable number of strategic and financial investors have engaged and continue to conduct active diligence on the assets. Discussions around potential tolling agreements, EPC contracting and financial participation in the projects are ongoing. As well as engaging on KDP's~200MW projects deploying natural gas-fired Combined Cycle Power Plants integrated with Carbon Capture and Sequestration ('CC- CCS') diligence is also being conducted on potential investment at KDP's Saddle Hills project to initially deploy gas turbines in Simple Cycle Peaker mode.

We anticipate reporting on progress in due course.

Entitlement Offer

This information booklet (Offer Booklet) relates to the Entitlement Offer. I am pleased to invite you to participate in the Entitlement Offer.

Under the Entitlement Offer, eligible shareholders have the opportunity to invest at the price of $0.004 per New Share (Entitlement). Your Entitlement is set out in your personalised Entitlement and Acceptance Form that is enclosed with this Offer Booklet.

If you take up your Entitlement in full, you can also apply for additional shares under a "Shortfall Facility" (refer to section 1 of this Offer Booklet for more information). I encourage you to read the Offer Booklet carefully before deciding whether or not to participate in the Entitlement Offer.

Please note that to participate in the Entitlement Offer you must apply and pay for your New Shares before 5pm (AEDT) on 28 November 2023. Further information about how to apply for New Shares is set out in Section 2.

The Issue Price of $0.004 represents a discount of approximately 20% to the closing price of KPO shares on 31 October 2023 (being the last trading day before the Entitlement Offer was announced).

Net proceeds from the Entitlement Offer will be used for KPO's working capital requirements and achieving the Company's strategy plans.

The Entitlement Offer is non-renounceable and therefore is personal to you. It cannot be traded, transferred, assigned or otherwise dealt with. If you do not take up your Entitlement, it will lapse and you will not receive any New Shares, nor any other benefit, under the Entitlement Offer.

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Eligible Shareholders who take up their full Entitlement may also apply for Additional New Shares under the Shortfall Facility. Further information about how to apply for Additional New Shares is set out in Section 2.

The Entitlement Offer closes at 5:00 pm AEDT on 28 November 2023.

If you have any questions about the Entitlement Offer please call KPO on [phone] from 8.30am to 5pm (AEDT) Monday to Friday during the Entitlement Offer Period.

Other Information

This Offer Booklet contains important information, including:

• instructions on how to apply, detailing how to participate in the Entitlement Offer if you choose to do so, and a timetable of key dates; and
• instructions on how to take up all or part of your Entitlement.

A personalised Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions contained therein, accompanies this Offer Booklet.

You should also consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the Entitlement Offer.

On behalf of the Board of KPO, I encourage you to consider this investment opportunity and thank you for your continued support as we execute KPO's revised strategy.

Yours sincerely

Stephen White

Chairman

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1. THE ENTITLEMENT OFFER

KALiNa Power Limited (ASX Code: KPO) proposes to raise up to approximately $2 million under the Entitlement Offer through the issue of up to 505,065,262 New Shares.

Where fractions arise in the calculation of an Entitlement, they have been rounded up to the next whole number of New Shares.

Eligible Shareholders (as defined in Section 3 below) are being offered the opportunity to subscribe for 1 New Share for every 3 Existing Shares in KPO (Existing Shares) held at 7.00pm (AEDT) on 13 November 2023 (Entitlement), at the issue price of $0.004 per New Share.

Eligible Shareholders may also apply for New Shares in excess of their Entitlement (Additional New Shares). Please note that New Shares in excess of Entitlements will only be allocated to Eligible Shareholders if, and to the extent that KPO determines in its absolute discretion but subject to its shortfall allocation policy and having regard to the circumstances as at the time of the close of the Entitlement Offer. The shortfall allocation policy is described in more detail in the below section.

Any New Shares in excess of Entitlements will be limited to the extent that there are sufficient New Shares due to Eligible Shareholders who do not take up their full Entitlements or from New Shares that would have been offered to Ineligible Shareholders if they had been entitled to participate in the Entitlement Offer. KPO may apply any scale-back (in its absolute discretion).

The Entitlement Offer is being made pursuant to provisions of the Corporations Act which allow rights issues to be offered without a prospectus. As a result, it is important for Eligible Shareholders to read and understand the information on KPO and the Entitlement Offer made publicly available, prior to accepting all or part of their Entitlement or applying for Additional New Shares. In particular, please refer to this Offer Booklet, KPO's other periodic and continuous disclosure announcements to the ASX available at www.asx.com.au.

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Share for every 3 Existing Shares you held as at the Record Date of 7.00pm (AEDT) on 13 November 2023 rounded up to the nearest whole New Share. If you have more than one holding of Existing Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. New Shares issued pursuant to the Entitlement Offer will be fully paid and rank equally with existing KPO ordinary shares on issue.

Your Entitlement is non-renounceable. This means that your Entitlements are personal and cannot be traded, transferred, assigned or otherwise dealt with, whether on the ASX or privately. If you do not take up your Entitlement, it will lapse and you will not receive any New Shares under the Entitlement Offer. New Shares of an equivalent number to your Entitlement not taken up under the Entitlement Offer will be offered for subscription under Shortfall Facility. If you choose not to accept your entitlement under the Entitlement Offer, your shareholding in KPO will be diluted.

Note: The Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where, for example, you are holding Existing Shares on behalf of a U.S. Person.

Shortfall Facility

Any New Shares not applied for under the Entitlement Offer will become Additional New Shares and form part of the Shortfall Facility.

The Shortfall Facility allows Eligible Shareholders who have subscribed for their Entitlements under the Entitlement Offer to subscribe for Additional New Shares in accordance with the accompanying Entitlement and Acceptance Form.

The Directors reserve the right to issue any Additional New Shares at their discretion, and subject to the Corporations Act and Listing Rules, within 3 months after the Closing Date.

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If Eligible Shareholders seek to subscribe for more Additional New Shares than are available under the Shortfall Facility, KPO may apply a policy to issue Additional New Shares in a manner that is in KPO's best interest and may apply a scale-back procedure to ensure a fair allocation of the Additional New Shares.

It is an express term of the Shortfall Facility that Eligible Shareholders subscribing for Additional New Shares will be bound to accept a lesser number of Additional New Shares allocated to them than applied for. If a lesser number is allocated, excess application moneys will be refunded without interest as soon as practicable after the Closing Date.

Ineligible Shareholders

In determining eligibility, pursuant to Listing Rule 7.7.1(a) and section 9A(3) of the Corporations Act, KPO has regard to the legal and regulatory requirements of making offers of securities in certain countries, the number of shareholders in those counties and the number of shares they hold, the value of New Shares to which those shareholders would otherwise be entitled to and the cost of complying with the legal and regulatory requirement in those countries.

KPO has determined, pursuant to Listing Rule 7.7.1(a) and section 9A(3) of the Corporations Act, that it would be unreasonable to make offers under the Entitlement Offer to all shareholders with addresses outside of Australia and New Zealand, or such other persons not otherwise elected at the Company's discretion (Ineligible Shareholders) having regard to KPO's current shareholding and the costs of complying with legal and regulatory requirements in those jurisdictions.

Accordingly, the Entitlement Offer is not being extended to Ineligible Shareholders. Any entitlements to such shares will lapse and the relevant shares will form part of the additional shares and shortfall under the Entitlement Offer.

Nominees

The Entitlement Offer is being made to all shareholders on the register of KPO at 7:00pm (AEDT) on 13 November 2023 with an address in Australia or New Zealand, or such persons otherwise elected at the Company's discretion, and that are not in the United States and are neither a U.S. Person nor acting for the account or benefit of a U.S. Person. KPO is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Existing Shares.

Nominees and custodians may not distribute this document, and may not permit any beneficial shareholder to participate in the Entitlement Offer, in any country outside Australia and New Zealand except, with the consent of KPO, to beneficial shareholders resident in certain other countries where KPO may determine it is lawful and practical to make the Entitlement Offer.

Where any holder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Entitlement Offer is compatible with applicable foreign laws. Any person in the United States or any person that is or is acting for the account or benefit of a U.S. Person with a holding through a nominee may not participate in the Entitlement Offer and the nominee must not take up any Entitlement or send any materials into the United States or to any person it knows to be a U.S. Person. KPO is not able to advise on foreign laws.

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2. HOW TO APPLY

If you wish to take up all or part of your Entitlement, or you wish to apply for Additional New Shares, you can do either of the following:

Payment by BPAY®

For payment by BPAY®, please follow the instructions set out at www.computersharecas.com.au/KPO. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions.

Eligible Shareholders with a registered address in New Zealand may not have access to pay by BPAY® and make payment by electronic funds transfer (EFT). Payment details for EFT can be accessed at www.investorcentre.com/au (log in via 'Single Holding' button and follow the prompts) and access your personalised Entitlement and Acceptance Form and Electronic Funds Transfer Form (EFT form) which contains instructions on how to pay via EFT using the relevant SWIFT Code, for your Entitlement for which you are applying. You must quote your reference number noted on your EFT form when making payment or we may not be able to match your funds to your entitlement and your application monies may need to be refunded to you.

Please note that should you choose to pay by BPAY® or EFT:

• You do not need to submit the personalised Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form;
• If you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your application monies; and
• If you do pay for more than your full Entitlement, you are deemed to have applied for as many Additional New Shares as your excess amount will pay for in full (subject to any scale-back determined by KPO in its absolute discretion).

It is your responsibility to ensure that your BPAY® or EFT payment is received by the share registry by no later than 5.00pm (AEDT) on 28 November 2023. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment.

If you are paying by BPAY® or EFT, please make sure to use the unique Customer Reference Number on the back of your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the Customer Reference Number specific to the Entitlement on that form. If you inadvertently use the same Customer Reference Number for more than one of your Entitlements, you will be deemed to have applied only for New Shares (and Additional New Shares) on the Entitlement to which that Customer Reference Number applies. Please note that a limit may apply on the amount that can be transferred via BPAY® or EFT. It is your responsibility to check that the amount you wish to pay via BPAY® or EFT will not exceed that limit.

If you have multiple holdings, you will have multiple Customer Reference Numbers provided on each of your personalised Entitlement and Acceptance Forms. To ensure you successfully take up your Entitlement in respect of each holding, you must use the customer reference number shown on each personalised Entitlement and Acceptance Form when paying any New Shares that you wish to apply for in respect of those holdings.

New Zealand holders

Eligible Shareholders who are resident in New Zealand and are unable to pay in accordance with the processes set out above by the Closing Date should contact KPO on [phone] to make alternative arrangements.

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Representations, allotment and refunds

If you take no action, you will not be allocated New Shares and your Entitlement will lapse. Your Entitlement to participate in the Entitlement Offer is non-renounceable and will not be tradeable or otherwise transferable. Shareholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up.

By making a payment by BPAY® or EFT, you will be deemed to have:

1. made the Eligible Shareholder declarations set out in section 5 of this Offer Booklet; and
2. represented that you are an Eligible Shareholder as defined in Section 3.2 below.

If you take up and pay for all or part of your Entitlement before the close of the Entitlement Offer at 5.00pm (AEDT) on 28 November 2023, you will be allotted your New Shares on 5 December 2023. If you apply for Additional New Shares then, subject to KPO's absolute discretion to scale-back your application for Additional New Shares (in whole or part), you will be issued these on 5 December 2023.

KPO's decision on the number of Additional New Shares to be allocated to you will be final. KPO also reserves the right (in its absolute discretion) to reduce the number of New Shares (and if applicable, Additional New Shares) allocated to Eligible Shareholders, or persons claiming to be Eligible Shareholders, if their claims prove to be overstated or otherwise incorrect or if they fail to provide information to substantiate their claims. KPO also reserves the right to place the Additional New Shares at its discretion.

Cash payments will not be accepted. Receipts for payment will not be issued.

Any application monies received for more than your final allocation of New Shares and Additional New Shares that are greater than the cost of one New Share will be refunded to you as soon as practicable. No interest will be paid to applicants on any application monies received or refunded.

Applicants with queries on how to complete the Entitlement and Acceptance Form should contact KPO on [phone].

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3. IMPORTANT INFORMATION

This Offer Booklet and accompanying personalised Entitlement and Acceptance Form have been prepared by KPO. The information in this Offer Booklet is dated 8 November 2023.

This Offer Booklet should be read in conjunction with KPO's other periodic and continuous disclosure announcements to the ASX available at www.asx.com.au.

No party other than KPO has authorised or caused the issue of the information in this Offer Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Offer Booklet.

This information is important and requires your immediate attention.

You should read the information in this Offer Booklet carefully and in its entirety before deciding whether to invest in New Shares (and Additional New Shares). In particular, you should consider the risk factors outlined in sections 3.28 and 3.29 of the Offer Booklet, any of which could affect the operating and financial performance of KPO or the value of an investment in KPO.

You should consult your stockbroker, accountant, solicitor or other independent professional adviser to evaluate whether or not to participate in the Entitlement Offer.

3.1 This document is not a prospectus

This Offer Booklet and the Entitlement and Acceptance Form are important documents and require your immediate attention. You should read these documents carefully before deciding whether or not to participate in the Entitlement Offer.

This Offer Booklet is issued pursuant to section 708AA of the Corporations Act and applicable ASIC Corporations (Non-TraditionalRights Issue) Instrument 2016/84 without disclosure to investors under Part 6D.2 of the Corporations Act.

Accordingly, neither this Offer Booklet nor the Entitlement and Acceptance Form are required to be lodged with ASIC and no prospectus for the offer will be prepared. In general terms, section 708AA permits certain companies to undertake rights issues without being required to use or provide to shareholders a prospectus or other disclosure document. Accordingly, the level of disclosure in this Offer Booklet is significantly less than the level of disclosure required in, and what you would ordinarily expect in, a prospectus.

In accordance with the conditions imposed on KPO by section 708AA of the Corporations Act, KPO provided ASX with a notice that complied with the requirements of section 708AA(7) on 8 November

2023. The notice was required to:

1. set out information that had been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules and that Investors and their professional advisers would reasonably require, and would reasonably expect to find in a disclosure document, for the purpose of making an informed assessment of:
2. 1. assets and liabilities, financial position and performance, profits and losses and prospects of KPO; or
   2. the rights and liabilities attaching to the Shares offered under this Offer Booklet; and
3. state the potential effect of the issue of Shares under the Entitlement Offer on the control of KPO and the consequences of that effect.

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